Diodes Incorporated Reports Third Quarter 2012 Financial Results

  Diodes Incorporated Reports Third Quarter 2012 Financial Results

   Revenue Increases 5% Sequentially; Achieves Third Consecutive Quarter of
                                    Growth

Business Wire

PLANO, Texas -- November 08, 2012

Diodes Incorporated (Nasdaq: DIOD), a leading global manufacturer and supplier
of high-quality application specific standard products within the broad
discrete, logic and analog semiconductor markets, today reported its financial
results for the third quarter ended September 30, 2012.

Third Quarter Highlights

  *Revenue was $166.6 million, an increase of 4.6 percent from the $159.2
    million in the second quarter 2012, and an increase of 3.7 percent from
    the $160.6 million in the third quarter 2011;
  *Gross profit was $43.6 million, compared to $41.0 million in the second
    quarter 2012 and $45.2 million in the third quarter 2011;
  *Gross profit margin was 26.2 percent, compared to 25.8 percent in the
    second quarter 2012, and 28.1 percent in the third quarter 2011;
  *GAAP net income was $8.6 million, or $0.18 per diluted share, compared to
    second quarter 2012 of $6.7 million, or $0.14 per diluted share, and third
    quarter 2011 of $10.0 million, or $0.21 per diluted share;
  *Non-GAAP adjusted net income was $9.5 million, or $0.20 per diluted share,
    compared to second quarter 2012 of $6.4 million, or $0.14 per diluted
    share, and third quarter 2011 of $12.1 million, or $0.26 per diluted
    share;
  *Excluding $2.3 million of share-based compensation expense, both GAAP and
    non-GAAP adjusted net income would have increased by $0.05 per diluted
    share; and
  *Achieved $17.6 million cash flow from operations, break-even net cash
    flow, and a negative ($1.0) million of free cash flow due mainly to $18.6
    million in capital expenditures, which included approximately $3.0 million
    of capital expenditures associated with the Chengdu assembly test facility
    construction.

Commenting on the results, Dr. Keh-Shew Lu, President and Chief Executive
Officer of Diodes Incorporated, stated, “Despite the slowdown in the general
market, we were able to achieve five percent sequential growth and meet our
expectations due to past design wins and new product initiatives that drove
further market share gains. This quarter represents our third consecutive
quarter of growth as we continued to increase sales for our products used in
smartphones and tablets, while also benefiting from a rebound in LED TVs and a
strong quarter in automotive.

“Gross margin improved moderately in the quarter but remained under pressure
primarily due to the effects of the generally weak global economy. Although we
are gaining market share for our more advanced packages as supported by the
capital investments we made in the second and third quarters, we are still
underloaded on our standard packages. The unstable demand environment also
caused pricing to weaken in the quarter and product mix to be less favorable
than we had anticipated. However, our cost reductions and manufacturing
efficiency improvements were able to largely offset these factors and
contributed to margins improving slightly over the prior quarter. As I have
stated in the past, improvements in the demand and pricing environment are key
factors in our ability to transition available capacity to higher margin
products at a more rapid pace, which has been restrained by the slower
recovery.

“Looking forward, the global environment continues to create uncertainty,
especially as it relates to the timing of production ramps for many of our
customers. Therefore, we remain cautious on our expectations and focused on
further expanding our content at key customers, gaining market share and
accelerating our design win momentum on new and existing products.”

Third Quarter 2012

Revenue for the third quarter 2012 was $166.6 million, an increase of 4.6
percent over the $159.2 million in the second quarter 2012, and an increase of
3.7 percent from the $160.6 million in the third quarter 2011. Revenue was up
sequentially primarily due to strength in Asia and market share gains.

Gross profit for the third quarter 2012 was $43.6 million, or 26.2 percent of
revenue, compared to $41.0 million, or 25.8 percent of revenue, in the second
quarter 2012, and $45.2 million, or 28.1 percent, in the third quarter 2011.
Gross profit margin improved marginally over the prior quarter due to the
benefit of new product initiatives and manufacturing efficiencies, largely
offset by product mix and a soft pricing environment.

Third quarter 2012 GAAP net income was $8.6 million, or $0.18 per diluted
share, compared to GAAP net income of $6.7 million, or $0.14 per diluted
share, in the second quarter 2012, and GAAP net income of $10.0 million, or
$0.21 per diluted share, in the third quarter 2011.

Non-GAAP adjusted net income for the third quarter 2012 was $9.5 million, or
$0.20 per diluted share, which excluded, net of tax, $0.9 million of non-cash
acquisition related intangible asset amortization costs, compared to non-GAAP
adjusted net income of $6.4 million, or $0.14 per diluted share, in the second
quarter 2012 and $12.1 million, or $0.26 per diluted share, in the third
quarter 2011. The following is a summary reconciliation of GAAP net income to
non-GAAP adjusted net income and per share data, net of tax (in thousands,
except per share data):

                                                        Three Months Ended
                                                          September 30, 2012
GAAP net income                                           $       8,553
                                                          
GAAP diluted earnings per share                           $       0.18
                                                          
Adjustments to reconcile net income
to adjusted net income:
                                                          
Amortization of acquisition related intangible assets            902
                                                          
Non-GAAP adjusted net income                              $       9,455
                                                          
Non-GAAP adjusted diluted earnings per share              $       0.20

(See the reconciliation of net income to adjusted net income tables near the
end of the release for further details)

Included in third quarter 2012 GAAP and non-GAAP adjusted net income was
approximately $2.3 million, net of tax, non-cash share-based compensation
expense. Excluding share-based compensation expense, both GAAP and non-GAAP
adjusted diluted EPS would have increased by an additional $0.05 per share.

EBITDA, which represents earnings before net interest expense, income tax,
depreciation and amortization, for the third quarter 2012 was $24.8 million,
compared to $23.2 million for the second quarter 2012 and $29.2 million for
the third quarter 2011. For a reconciliation of GAAP net income to EBITDA
(non-GAAP), see the table near the end of the release for further details.

As of September 30, 2012, Diodes had approximately $168 million in cash and
cash equivalents, and working capital was approximately $385 million.

Business Outlook

Dr. Lu concluded, “We are pleased to have closed the acquisition of Power
Analog Microelectronics (PAM) on October 29, 2012. For the fourth quarter of
2012, we are expecting a seasonally down quarter with revenue ranging between
$160 million and $167 million, including $3.5 million of revenue contribution
from PAM and Eris Technology Corporation (Eris), or down 4 percent to flat
sequentially. Gross margin is expected to be 25 percent, plus or minus 2
percent. Operating expenses are expected to be 23.5 percent of revenue, plus
or minus 1 percent. The anticipated increase in operating expenses over the
third quarter is due to the inclusion of PAM and a full quarter of Eris. We
expect our income tax rate to range between 7 and 13 percent, and shares used
to calculate GAAP EPS for the fourth quarter are anticipated to be
approximately 47.0 million.”

Conference Call

Diodes will host a conference call on Thursday, November 8, 2012 at 4:00 p.m.
Central Time (5:00 p.m. Eastern Time) to discuss its third quarter financial
results. Investors and analysts may join the conference call by dialing
1-866-700-6979 and providing the confirmation code 83637055. International
callers may join the teleconference by dialing 1-617-213-8836 and enter the
same confirmation code at the prompt. A telephone replay of the call will be
made available approximately two hours after the call and will remain
available until Tuesday, November 13, 2012 at midnight Central Time. The
replay number is 1-888-286-8010 with a pass code of 50713673. International
callers should dial 1-617-801-6888 and enter the same pass code at the prompt.
Additionally, this conference call will be broadcast live over the Internet
and can be accessed by all interested parties on the Investors section of
Diodes' website at http://www.diodes.com. To listen to the live call, please
go to the Investors section of Diodes’ website and click on the conference
call link at least 15 minutes prior to the start of the call to register,
download and install any necessary audio software. For those unable to
participate during the live broadcast, a replay will be available shortly
after the call on Diodes' website for approximately 60 days.

About Diodes Incorporated

Diodes Incorporated (Nasdaq: DIOD), a Standard and Poor's SmallCap 600 and
Russell 3000 Index company, is a leading global manufacturer and supplier of
high-quality application specific standard products within the broad discrete,
logic and analog semiconductor markets. Diodes serves the consumer
electronics, computing, communications, industrial, and automotive markets.
Diodes' products include diodes, rectifiers, transistors, MOSFETs, protection
devices, functional specific arrays, single gate logic, amplifiers and
comparators, Hall-effect and temperature sensors; power management devices,
including LED drivers, DC-DC switching and linear voltage regulators, and
voltage references along with special function devices, such as USB power
switches, load switches, voltage supervisors, and motor controllers. The
Company's corporate headquarters, logistics center, and Americas' sales office
are located in Plano, Texas. Design, marketing, and engineering centers are
located in Plano; San Jose, California; Taipei, Taiwan; Manchester, England;
and Neuhaus, Germany. The Company's wafer fabrication facilities are located
in Kansas City, Missouri and Manchester, with two manufacturing facilities
located in Shanghai, China, another in Neuhaus, and two joint venture
facilities located in Chengdu, China. Additional engineering, sales,
warehouse, and logistics offices are located in Fort Worth, Texas; Taipei;
Hong Kong; Manchester; and Munich, Germany, with support offices located
throughout the world. For further information, including SEC filings, visit
the Company's website at http://www.diodes.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995: Any statements set forth above that are not historical facts are
forward-looking statements that involve risks and uncertainties that could
cause actual results to differ materially from those in the forward-looking
statements. Such statements include statements regarding our expectation that:
although we are gaining market share for our more advanced packages as
supported by the capital investments we made in the second and third quarters,
we are still underloaded on our standard packages; looking forward, the global
environment continues to create uncertainty, especially as it relates to the
timing of production ramps for many of our customers; therefore, we remain
cautious on our expectations and focused on further expanding our content at
key customers, gaining market share and accelerating our design win momentum
on new and existing products; we are pleased to have closed the acquisition of
Power Analog Microelectronics (PAM) on October 29, 2012; for the fourth
quarter of 2012, we are expecting a seasonally down quarter with revenue
ranging between $160 million and $167 million, including $3.5 million of
revenue contribution from PAM and Eris Technology Corporation (Eris), or down
4 percent to flat sequentially; gross margin is expected to be 25 percent,
plus or minus 2 percent; operating expenses are expected to be 23.5 percent of
revenue, plus or minus 1 percent; the anticipated increase in operating
expenses over the third quarter is due to the inclusion of PAM and a full
quarter of Eris; and we expect our income tax rate to range between 7 and 13
percent, and shares used to calculate GAAP EPS for the fourth quarter are
anticipated to be approximately 47.0 million. Potential risks and
uncertainties include, but are not limited to, such factors as: we may not be
able to maintain our current growth strategy or continue to maintain our
current performance, costs and loadings in our manufacturing facilities; risks
of domestic and foreign operations, including excessive operation costs, labor
shortages, higher tax rates and our joint venture prospects; unfavorable
currency exchange rates; our future guidance may be incorrect; the global
economic weakness may be more severe or last longer than we currently
anticipated; and other information detailed from time to time in the Company's
filings with the United States Securities and Exchange Commission.

Recent news releases, annual reports and SEC filings are available at the
Company's website: http://www.diodes.com. Written requests may be sent
directly to the Company, or they may be e-mailed to: diodes-fin@diodes.com.



DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)

                     Three Months Ended          Nine Months Ended
                       September 30,                 September 30,
                        2012       2011          2012       2011    
NET SALES              $ 166,617     $ 160,577       $ 470,519     $ 491,938
                                                                   
COST OF GOODS SOLD      123,012     115,383       352,180     333,736 
                                                                   
Gross profit             43,605        45,194          118,339       158,202
                                                                   
OPERATING EXPENSES
Selling, general         25,796        23,404          72,702        67,389
and administrative
Research and             9,084         7,304           24,466        20,355
development
Amortization of
acquisition              1,203         1,120           3,401         3,408
related intangible
assets
Gain on sale of         -           -             (3,556  )    -       
assets
Total operating         36,083      31,828        97,013      91,152  
expenses
                                                                   
Income from              7,522         13,366          21,326        67,050
operations
                                                                   
OTHER INCOME
(EXPENSES)
Interest income          234           316             584           849
Interest expense         (212    )     (1,053  )       (569    )     (3,023  )
Amortization of          -             (2,021  )       -             (6,032  )
debt discount
Other                   1,901       458           2,846       762     
Total other income       1,923         (2,300  )       2,861         (7,444  )
(expenses)
                                                                   
Income before
income taxes and         9,445         11,066          24,187        59,606
noncontrolling
interest
                                                                   
INCOME TAX              509         359           1,983       9,912   
PROVISION
                                                                   
NET INCOME               8,936         10,707          22,204        49,694
                                                                   
Less: NET INCOME
attributable to         (383    )    (750    )      (2,127  )    (2,072  )
noncontrolling
interest
                                                                   
NET INCOME
attributable to        $ 8,553      $ 9,957        $ 20,077     $ 47,622  
common
stockholders
                                                                   
EARNINGS PER SHARE
attributable to
common
stockholders
Basic                  $ 0.19       $ 0.22         $ 0.44       $ 1.05    
Diluted                $ 0.18       $ 0.21         $ 0.43       $ 1.02    
                                                                   
Number of shares
used in
computation
Basic                   45,997      45,603        45,702      45,252  
Diluted                 46,995      47,093        46,901      46,875  

Note: Throughout this release, we refer to “net income attributable to common
stockholders” as “net income.”



DIODES INCORPORATED AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME
(in thousands, except per share data)
(unaudited)

For the three months ended September 30, 2012:
                         Operating     Other         Income Tax
                       Expenses    Income      Provision    Net Income
                                       (Expense)
                                                                    
Per-GAAP                                                            $  8,553
                                                                    
Earnings per share
(Per-GAAP)
Diluted                                                             $  0.18
                                                                    
Adjustments to
reconcile net income
to adjusted net
income:
                                                                    
                                                                    
Amortization of
acquisition related      1,203         -             (301)            902
intangible assets
                                                                    
Adjusted (Non-GAAP)                                                 $  9,455
                                                                    
Diluted shares used
in computing
earnings per share                                                    46,995
                                                                    
Adjusted earnings
per share (Non-GAAP)
Diluted                                                             $  0.20

Note: Included in GAAP and non-GAAP adjusted net income was approximately $2.3
million, net of tax, non-cash share-based compensation expense. Excluding
share based compensation expense, both GAAP and non-GAAP adjusted diluted EPS
would have increased by an additional $0.05 per share.



DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.
(in thousands, except per share data)
(unaudited)

For the three months ended September 30, 2011:
                         Operating     Other         Income Tax
                       Expenses    Income      Provision    Net Income
                                       (Expense)
                                                                    
Per-GAAP                                                            $  9,957
                                                                    
Earnings per share
(Per-GAAP)
Diluted                                                             $  0.21
                                                                    
Adjustments to
reconcile net income
to adjusted net
income:
                                                                    
Amortization of
acquisition related      1,120         -             (314)             806
intangible assets
                                                                    
Amortization of debt     -             2,021         (707)            1,314
discount
                                                                    
Adjusted (Non-GAAP)                                                 $  12,077
                                                                    
Diluted shares used
in computing
earnings per share                                                    47,093
                                                                    
Adjusted earnings
per share (Non-GAAP)
Diluted                                                             $  0.26

Note: Included in GAAP and non-GAAP adjusted net income was approximately $2.4
million, net of tax, non-cash share-based compensation expense and $1.3
million loss, net of tax, in fair value associated with the investment in
Eris. Excluding share based compensation expense, both GAAP and non-GAAP
adjusted diluted EPS would have increased by an additional $0.05 per share and
excluding loss in fair value, both GAAP and non-GAAP adjusted diluted EPS
would have increased by an additional $0.03 per share.



DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.
(in thousands, except per share data)
(unaudited)

For the nine months ended September 30, 2012:
                         Operating     Other         Income Tax
                       Expenses    Income      Provision    Net Income
                                       (Expense)
                                                                    
Per-GAAP                                                            $ 20,077 
                                                                    
Earnings per share
(Per-GAAP)
Diluted                                                             $ 0.43   
                                                                    
Adjustments to
reconcile net income
to adjusted net
income:
                                                                    
Amortization of
acquisition related      2,198         -             (549)            1,649
intangible assets
                                                                    
Gain on sale of          (3,452)       -             735             (2,717 )
assets
                                                                    
Adjusted (Non-GAAP)                                                 $ 19,009 
                                                                    
Diluted shares used
in computing
earnings per share                                                   46,901 
                                                                    
Adjusted earnings
per share (Non-GAAP)
Diluted                                                             $ 0.41   

Note: Included in GAAP and non-GAAP adjusted net income was approximately $6.9
million, net of tax, non-cash share-based compensation expense. Excluding this
expense, both GAAP and non-GAAP adjusted diluted EPS would have increased by
an additional $0.15 per share.



DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.
(in thousands, except per share data)
(unaudited)

For the nine months ended September 30, 2011:
                         Operating     Other         Income Tax
                       Expenses    Income      Provision    Net Income
                                       (Expense)
                                                                    
Per-GAAP                                                            $  47,622
                                                                    
Earnings per share
(Per-GAAP)
Diluted                                                             $  1.02
                                                                    
Adjustments to
reconcile net income
to adjusted net
income:
                                                                    
Amortization of
acquisition related      3,408         -             (954)             2,454
intangible assets
                                                                    
Amortization of debt     -             6,032         (2,111)          3,921
discount
                                                                    
Adjusted (Non-GAAP)                                                 $  53,997
                                                                    
Diluted shares used
in computing
earnings per share                                                    46,875
                                                                    
Adjusted earnings
per share (Non-GAAP)
Diluted                                                             $  1.15

Note: Included in GAAP and non-GAAP adjusted net income was approximately $6.6
million, net of tax, non-cash share-based compensation expense and $1.3
million loss, net of tax, in fair value associated with the investment in
Eris. Excluding share based compensation expense, both GAAP and non-GAAP
adjusted diluted EPS would have increased by an additional $0.15 per share and
excluding loss in fair value, both GAAP and non-GAAP adjusted diluted EPS
would have increased by an additional $0.03 per share.

ADJUSTED NET INCOME (Non-GAAP)

This measure consists of generally accepted accounting principles (“GAAP”) net
income, which is then adjusted solely for the purpose of adjusting for
amortization of acquisition related intangible assets, gain on sale of assets
and amortization of debt discount, as discussed below. Excluding gain on sale
of assets provides investors with a better depiction of the Company’s
operating results and provides a more informed baseline for modeling future
earnings expectations. Excluding the amortization of acquisition related
intangible assets and amortization of debt discount allows for comparison of
the Company’s current and historic operating performance. The Company excludes
the above listed items to evaluate the Company’s operating performance, to
develop budgets, to determine incentive compensation awards and to manage cash
expenditures. Presentation of the above non-GAAP measures allows investors to
review the Company’s results of operations from the same viewpoint as the
Company’s management and Board of Directors. The Company has historically
provided similar non-GAAP financial measures to provide investors an enhanced
understanding of its operations, facilitate investors’ analyses and
comparisons of its current and past results of operations and provide insight
into the prospects of its future performance. The Company also believes the
non-GAAP measures are useful to investors because they provide additional
information that research analysts use to evaluate semiconductor companies.
These non-GAAP measures should be considered in addition to results prepared
in accordance with GAAP, but should not be considered a substitute for or
superior to GAAP results and may differ from measures used by other companies.
The Company recommends a review of net income on both a GAAP basis and
non-GAAP basis be performed to get a comprehensive view of the Company’s
results. The Company provides a reconciliation of GAAP net income to non-GAAP
adjusted net income.

Amortization of acquisition related intangible assets – The Company excluded
the amortization of its acquisition related intangible assets including
developed technologies and customer relationships. The fair value of the
acquisition related intangible assets, which was allocated to the assets
through purchase accounting, is amortized using straight-line methods which
approximate the proportion of future cash flows estimated to be generated each
period over the estimated useful lives of the applicable assets. The Company
believes the exclusion of the amortization expense of acquisition related
assets is appropriate as a significant portion of the purchase price for its
acquisitions was allocated to the intangible assets that have short lives and
exclusion of the amortization expense allows comparisons of operating results
that are consistent over time for both the Company’s newly acquired and
long-held businesses. In addition, the Company excluded the amortization
expense as there is significant variability and unpredictability across other
companies with respect to this expense.

Gain on sale of assets – The Company excluded the gain recorded for the sale
of certain assets. During the first quarter 2012, the Company sold an
intangible asset located in Europe and this gain was excluded from
management’s assessment of the Company’s core operating performance as this
long-lived asset was a non-core intellectual asset. During the second quarter
2012, the Company sold a building located in Taiwan and this gain was excluded
from management’s assessment of the Company’s core operating performance. The
Company believes the exclusion of the gain on sale of these assets provides
investors an enhanced view of gains the Company may incur from time to time
and facilitates comparisons with results of other periods that may not reflect
such gains.

Amortization of debt discount – The Company excluded the amortization of debt
discount on its 2.25% Convertible Senior Notes (“Notes”). This amortization
was excluded from management’s assessment of the Company’s core operating
performance. Although the amortization of debt discount was recurring in
nature, the expected life of the Notes was five years as that was the earliest
date in which the Notes could be put back to the Company at par value. The
amortization period ended October 1, 2011, therefore the Company no longer
records amortization of debt discount.

ADJUSTED EARNINGS PER SHARE (Non-GAAP)

This non-GAAP financial measure is the portion of the Company’s GAAP net
income assigned to each share of stock, excluding amortization of acquisition
related intangible assets, gain on sale of assets and amortization of debt
discount as described above. Excluding gain on sale of assets provides
investors with a better depiction of the Company’s operating results and
provides a more informed baseline for modeling future earnings expectations,
as described in further detail above. Excluding the amortization of
acquisition related intangible assets and amortization of debt discount allows
for comparison of the Company’s current and historic operating performance, as
described in further detail above. This non-GAAP measure should be considered
in addition to results prepared in accordance with GAAP, but should not be
considered a substitute for or superior to GAAP results and may differ from
measures used by other companies. The Company recommends a review of diluted
earnings per share on both a GAAP basis and non-GAAP basis be performed to
obtain a comprehensive view of the Company’s results. Information on how these
share calculations are made is included in the reconciliation tables provided.

CASH FLOW ITEMS

Free cash flow (FCF) (Non-GAAP)

FCF for third quarter 2012 is a non-GAAP financial measure, which is
calculated by taking cash flow from operations less capital expenditures. For
third quarter 2012, the amount was a negative ($1.0) million ($17.6 million
less (-) $18.6 million). FCF represents the cash and cash equivalents that we
are able to generate after taking into account cash outlays required to
maintain or expand property, plant and equipment. FCF is important because it
allows us to pursue opportunities to develop new products, make acquisitions
and reduce debt.

                     DIODES INCORPORATED AND SUBSIDIARIES

             CONSOLIDATED RECONCILIATION OF NET INCOME TO EBITDA

EBITDA represents earnings before net interest expense, income tax provision,
depreciation and amortization. Management believes EBITDA is useful to
investors because it is frequently used by securities analysts, investors and
other interested parties, such as financial institutions in extending credit,
in evaluating companies in our industry and provides further clarity on our
profitability. In addition, management uses EBITDA, along with other GAAP
measures, in evaluating our operating performance compared to that of other
companies in our industry because the calculation of EBITDA generally
eliminates the effects of financing, operating in different income tax
jurisdictions, and accounting effects of capital spending, including the
impact of our asset base, which can differ depending on the book value of
assets and the accounting methods used to compute depreciation and
amortization expense. EBITDA is not a recognized measurement under GAAP, and
when analyzing our operating performance, investors should use EBITDA in
addition to, and not as an alternative for, income from operations and net
income, each as determined in accordance with GAAP. Because not all companies
use identical calculations, our presentation of EBITDA may not be comparable
to similarly titled measures used by other companies. For example, our EBITDA
takes into account all net interest expense, income tax provision,
depreciation and amortization without taking into account any attributable to
noncontrolling interest. Furthermore, EBITDA is not intended to be a measure
of free cash flow for management’s discretionary use, as it does not consider
certain cash requirements such as tax and debt service payments.

The following table provides a reconciliation of net income to EBITDA (in
thousands, unaudited):

                                Three Months Ended
                                  September 30,
                                  2012         2011
                                                 
Net income (per-GAAP)             $ 8,553        $ 9,957
Plus:
Interest expense, net (1)           (22    )       2,758
Income tax provision                509            359
Depreciation and amortization      15,758       16,088
EBITDA (Non-GAAP)                 $ 24,798      $ 29,162
                                                 
                                                 
                                  Nine Months Ended
                                  September 30,
                                  2012           2011
                                                 
Net income (per-GAAP)             $ 20,077       $ 47,622
Plus:
Interest expense, net (2)           (15    )       8,206
Income tax provision                1,983          9,912
Depreciation and amortization      47,121       45,049
EBITDA (Non-GAAP)                 $ 69,166      $ 110,789

(1) Includes $0.0 and $2.0 million for the three months ended September 30,
2012 and 2011, respectively, of amortization of debt discount.

(2) Includes $0.0 million and $6.0 million for the nine months ended September
30, 2012 and 2011, respectively, of amortization of debt discount.



DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS

ASSETS
(in thousands)

                                     September 30,   December 31,
                                       2012              2011
CURRENT ASSETS                         (unaudited)
Cash and cash equivalents              $   168,266       $   129,510
Accounts receivable, net                   157,001           132,408
Inventories                                158,116           140,337
Deferred income taxes, current             6,217             5,450
Prepaid expenses and other                28,910           19,093
Total current assets                      518,510          426,798
                                                         
                                                         
PROPERTY, PLANT AND EQUIPMENT, net         246,578           225,393
                                                         
DEFERRED INCOME TAXES, non current         26,863            26,863
                                                         
OTHER ASSETS
Goodwill                                   77,738            67,818
Intangible assets, net                     40,078            24,197
Other                                     13,400           21,995
Total assets                           $   923,167       $   793,064



DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS

LIABILITIES AND EQUITY
(in thousands, except share data)

                                              September 30,   December 31,
                                                  2012            2011    
CURRENT LIABILITIES                             (unaudited)
Lines of credit                                 $  7,101          $  8,000
Accounts payable                                   87,120            66,063
Accrued liabilities                                39,116            30,793
Income tax payable                                -               4,855   
Total current liabilities                         133,337         109,711 
                                                                  
LONG-TERM DEBT, net of current portion             43,059            2,857
CAPITAL LEASE OBLIGATIONS, net of current          861               1,082
portion
OTHER LONG-TERM LIABILITIES                       35,347          30,699  
Total liabilities                                 212,604         144,349 
                                                                  
COMMITMENTS AND CONTINGENCIES
                                                                  
EQUITY
Diodes Incorporated stockholders' equity
Preferred stock - par value $1.00 per
share; 1,000,000 shares authorized;
no shares issued or outstanding                    -                 -
Common stock - par value $0.66 2/3 per
share; 70,000,000 shares authorized;
45,998,878 and 45,432,252 issued and
outstanding at September 30, 2012 and
December 31, 2011, respectively                    30,667            30,423
Additional paid-in capital                         275,198           263,455
Retained earnings                                  395,721           375,644
Accumulated other comprehensive loss              (34,072  )       (35,762 )
Total Diodes Incorporated stockholders'           667,514         633,760 
equity
Noncontrolling interest                           43,049          14,955  
Total equity                                       710,563           648,715
Total liabilities and equity                    $  923,167       $  793,064 

Contact:

Company Contact:
Diodes Incorporated
Laura Mehrl
Director of Investor Relations
P: 972-987-3959
E: laura_mehrl@diodes.com
Investor Relations Contact:
Shelton Group
Leanne Sievers
EVP, Investor Relations
P: 949-224-3874
E: lsievers@sheltongroup.com