Item 2.02 Results of Operations and Financial Condition.
On August 4, 2022, Dr. Keh-Shew Lu, Chairman, President and Chief Executive
Officer of Diodes Incorporated, (the "Company"), as well as Brett R. Whitmire,
Chief Financial Officer, Emily Yang, Senior Vice President, Worldwide Sales and
Marketing, Gary Yu, Senior Vice President, Business Groups and Gurmeet Dhaliwal,
Director of Investor Relations, participated in a conference call to discuss the
Company's second quarter 2022 financial results. A recording of the conference
call has been posted on the Company's website at www.diodes.com, and copy of a
transcript of the conference call is furnished as Exhibit 99.1 to this report.
In the earnings conference call, the Company utilizes financial measures and
terms not calculated in accordance with generally accepted accounting principles
in the United States ("GAAP") in order to provide investors with an alternative
method for assessing the Company's operating results in a manner that enables
investors to more thoroughly evaluate its current performance as compared to
past performance. The Company also believes these non-GAAP measures provide
investors with a more informed baseline for modeling the Company's future
financial performance. Management uses these non-GAAP measures for the same
purpose. The Company believes that investors should have access to the same set
of tools that management uses in analyzing results. 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 similar measures used by other companies. For a description, and
reconciliation with GAAP, of these non-GAAP measures see the Company's press
release dated August 4, 2022, announcing the Company's second quarter 2022
financial results, a copy of which was furnished as Exhibit 99.1 to the Current
Report on Form 8-K filed with the Securities and Exchange Commission on August
4, 2022. The information furnished in this Item 2.02, including the exhibit
incorporated by reference, will not be treated as "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section. This information
will not be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended (the "Securities Act"), or into another
filing under the Exchange Act, unless that filing expressly refers to specific
information in this Report.
Item 7.01 Regulation FD Disclosure.
The transcript of the earnings conference call furnished as Exhibit 99.1 also
provides an update on the Company's business outlook, that is intended to be
within the safe harbor provided by the Private Securities Litigation Reform Act
of 1995 (the "Act") as comprising forward looking statements within the meaning
of the Act.
The information furnished in this Item 7.01, including the exhibit incorporated
by reference, will not be treated as "filed" for the purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities of that section. This
information will not be deemed incorporated by reference into any filing under
the Securities Act, or into another filing under the Exchange Act, unless that
filing expressly refers to specific information in this Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Transcript of earnings conference call held on August 4,
2022.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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