Note: Included in GAAP and non-GAAP adjusted net income was approximately $11.2 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP adjusted diluted earnings per share would have improved by $0.22 per share.

ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE

The Company’s financial statements present net income and earnings per share that are calculated using accounting principles generally accepted in the United States (“GAAP”). The Company’s management makes adjustments to the GAAP measures that it feels are necessary to allow investors and other readers of the Company’s financial releases to view the Company’s operating results as viewed by the Company’s management, board of directors and research analysts in the semiconductor industry. These non-GAAP measures are not prepared in accordance with, and should not be considered alternatives or necessarily superior to, GAAP financial data and may be different from non-GAAP measures used by other companies. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures, even if they have similar names. The explanation of the adjustments made in the table above, are set forth below:

Detail of non-GAAP adjustments

Amortization of acquisition-related intangible assets – The Company excluded this item, including amortization of developed technologies and customer relationships. The fair value of the acquisition-related intangible assets, which was recognized 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 life of the applicable assets. The Company believes that exclusion of this item is appropriate because 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 this item because there is significant variability and unpredictability among companies with respect to this expense.

KFAB restructuring – The Company has recorded restructuring charges related to the shutdown and relocation of its wafer fabrication facility located in Lee’s Summit, MO (“KFAB”). These restructuring charges are excluded from management’s assessment of the Company’s operating performance. The Company believes the exclusion of the restructuring charges provides investors an enhanced view of the cost structure of the Company’s operations and facilitates comparisons with the results of other periods that may not reflect such charges or may reflect different levels of such charges.

Officer retirement – In 2018, the Company excluded costs related to the retirement of two executives. These costs represent cash payments and the accelerated vesting of previously issued stock awards. The Company feels it is appropriate to exclude these costs since they don’t represent ongoing operating expenses and will present investors with a more accurate indication of our continuing operations.

Acquisition related costs – The Company excluded costs associated with the acquisition of Lite-On Semiconductor, which consisted of advisory, legal and other professional and consulting fees. These costs were expensed in the third quarter of 2019 when the costs were incurred and services were received, and in which the corresponding tax adjustments were made for the non-deductible portions of these expenses. The Company believes the exclusion of the acquisition related costs provides investors with a more accurate reflection of costs likely to be incurred in the absence of an unusual event such as an acquisition and facilitates comparisons with the results of other periods that may not reflect such costs.

Land sale inspection extension fee – The Company excluded receipt of inspection extension fees related to the sale of the land located in Plano, TX. This fee is paid by the land purchaser for the right to extend the sale close date, and the fee is not applied to the purchase price. The Company feels it is appropriate to exclude these fees since they don’t represent ongoing operating income and their exclusion will present investors with a more accurate indication of our continuing operations.

CASH FLOW ITEMS

Free cash flow (FCF) (Non-GAAP)

FCF for the third quarter of 2019 is a non-GAAP financial measure, which is calculated by subtracting capital expenditures from cash flow from operations. For the third quarter of 2019, FCF was $41.8 million, which 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.

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 and non-GAAP measures, in evaluating our operating performance compared to that of other companies in our industry. 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 amounts 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						Nine Months Ended
		September 30, 2019						September 30, 2019
		2019			2018			2019			2018
Net income (per-GAAP)		$	38,060		$	30,908		$	106,060		$	74,502
Plus:
Interest expense, net			1,736			1,844			4,383			6,188
Income tax provision			10,613			13,190			32,085			31,726
Depreciation and amortization			27,888			26,072			82,805			78,218
EBITDA (non-GAAP)		$	78,297		$	72,014		$	225,333		$	190,634

DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
		September 30,				December 31,
		2019				2018
		(unaudited)				(audited)
Assets
Current assets:
Cash and cash equivalents		$	218,349			$	241,053
Short-term investments			7,928				7,499
Accounts receivable, net of allowances of $4,726 and $4,102 at September 30, 2019 and December 31, 2018, respectively			257,421				228,405
Inventories			230,815				215,435
Asset held for sale			4,947				-
Prepaid expenses and other			43,575				42,446
Total current assets			763,035				734,838
Property, plant and equipment, net			468,122				446,835
Deferred income tax			28,975				31,652
Goodwill			138,020				132,437
Intangible assets, net			125,446				137,935
Other			86,215				42,674
Total assets		$	1,609,813			$	1,526,371
Liabilities
Current liabilities:
Line of credit		$	17,086			$	10,254
Accounts payable			117,226				117,808
Accrued liabilities and other			106,456				82,605
Income tax payable			25,404				15,744
Current portion of long-term debt			31,532				27,613
Total current liabilities			297,704				254,024
Long-term debt, net of current portion			87,939				186,143
Deferred tax liabilities			18,661				17,993
Other long-term liabilities			128,411				90,779
Total liabilities			532,715				548,939
Commitments and contingencies
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; 51,012,974 and 50,221,035, issued and outstanding at September 30, 2019 and December 31, 2018, respectively			34,982				34,454
Additional paid-in capital			417,576				399,915
Retained earnings			742,768				636,708
Treasury stock, at cost, 1,457,206 shares held at September 30, 2019 and December 31, 2018			(37,768	)			(37,768	)
Accumulated other comprehensive loss			(127,705	)			(101,846	)
Total stockholders' equity			1,029,853				931,463
Noncontrolling interest			47,245				45,969
Total equity			1,077,098				977,432
Total liabilities and stockholders' equity		$	1,609,813			$	1,526,371

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