EX-99.1 2 fy2019_q4xex991xearningsre.htm EXHIBIT 99.1 Exhibit
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Exhibit 99.1
 
News Release
 
 
FOR IMMEDIATE RELEASE
 
Contact:
Gregory C. Thompson
Richard Vatinelle
 
Executive Vice President and
Vice President and
 
Chief Financial Officer
Treasurer
 
GregThompson@KEMET.com
InvestorRelations@KEMET.com
 
954-595-5081
954-766-2819
 
KEMET REPORTS FOURTH QUARTER REVENUE UP 11.9% -FULL YEAR REVENUE UP 15.2%

Fort Lauderdale, Florida (May 16, 2019) - KEMET Corporation (the “Company”) (NYSE: KEM), a leading global supplier of electronic components, today reported preliminary results for the fourth quarter and fiscal year ended March 31, 2019.
Fourth Quarter Highlights (compared to prior year fourth quarter)
Net sales of $355.8 million, up 11.9%
Gross margin of 35.5% versus 27.7%
Net income per diluted share on a GAAP basis of $1.58 versus $0.04
Adjusted net income per diluted share on a Non-GAAP basis of $1.05 versus $0.44
Net income of $93.4 million versus $2.3 million
Adjusted EBITDA of $78.9 million versus $48.5 million
Full Year Highlights (compared to prior fiscal year)
Net sales of $1.38 billion, up 15.2%
Gross margin of 33.2% versus 28.3%
Net income per diluted share on a GAAP basis of $3.50 versus $4.33
Adjusted net income per diluted share on a Non-GAAP basis of $3.54 versus $1.74
Net income of $206.6 million versus $254.1 million
Adjusted EBITDA of $289.5 million versus $191.7 million
“KEMET's revenue increased 15.2% compared to the prior year, driven by increases in all of our business segments,” stated William Lowe, the Company's Chief Executive Officer. “Over the past five years, our net income (loss) has improved from a net loss of $14.1 million in fiscal year 2015 to net income of $206.6 million in fiscal year 2019. In this same time period, our adjusted EBITDA increased from $91.7 million in fiscal year 2015 to $289.5 million in fiscal year 2019, representing an average annual growth rate of 37.0%. These improvements in our financial results are clear evidence that the structural changes we have made to our business during the past few years have been effective. In Ceramics, we have segmented the market with a focus on specialty multi-layer large case sizes and we are closely working with our customers to design in our products. The vertical integration of our Tantalum product line, increased focus on polymer technology, and the TOKIN acquisition have substantially contributed to our success. The acquisition of TOKIN has created operational synergies and further diversified our products and geographies. We have transformed KEMET to a growth company. As we look ahead, we see tremendous opportunity to build on our positive momentum, drive long-term growth, and enhance shareholder value,” continued Mr. Lowe.
Overview of Results
For the fiscal year ended March 31, 2019, net sales were $1.38 billion, up 15.2% compared to $1.20 billion for the fiscal year ended March 31, 2018. Net sales of $355.8 million for the quarter ended March 31, 2019 increased 11.9% compared to net sales of $318.1 million for the quarter ended March 31, 2018.



GAAP net income for the fiscal year ended March 31, 2019 was $206.6 million, or $3.50 per diluted share compared to net income of $254.1 million, or $4.33 per diluted share for the fiscal year ended March 31, 2018. GAAP net income for the quarter ended March 31, 2019 was $93.4 million, or $1.58 per diluted share compared to net income for the quarter ended March 31, 2018 of $2.3 million or $0.04 per diluted share.
GAAP net income for the fiscal year and quarter ended March 31, 2019 included a tax benefit of $50.1 million related to the partial release of valuation allowances in the U.S. and Japan. The one-time net income benefit of this release is a result of the significant improvements in our profitability over the last several years and the expectation of continued profitability in the future.
For the fiscal year ended March 31, 2019, non-GAAP Adjusted net income was $209.0 million, or $3.54 per diluted share compared to non-GAAP adjusted net income of $102.3 million, or $1.74 per diluted share for the fiscal year ended March 31, 2018. Non-GAAP Adjusted net income for the quarter ended March 31, 2019 was $62.1 million or $1.05 per diluted share, compared to a non-GAAP Adjusted net income of $26.2 million or $0.44 per diluted share for the quarter ended March 31, 2018.
Net income for the fiscal quarters and years ended March 31, 2019 and 2018 include various items affecting comparability as denoted in the GAAP to non-GAAP reconciliation tables included hereafter.

Solid Capacitors Reportable Segment
Revenue for our Tantalum product line was up 8.3% this past quarter from the same quarter last year. Our full year revenue also improved year over year as we successfully execute on our strategic Tantalum Polymer product development and growth initiatives. Polymer products continue to drive high design and interest across multiple industry segments and are expected to drive future growth. Ceramics revenue increased across all channels and regions due to favorable mix, increased volume, and favorable pricing. Demand for our larger case size ceramic capacitors continues to support our capacity expansion plans.
 
 
Quarter Ended March 31,
 
Fiscal Year Ended March 31,
 
 
2019
 
2018
 
2019
 
2018
Tantalum product line net sales
 
$
137,208

 
$
126,635

 
$
563,255

 
$
495,114

Ceramic product line net sales
 
110,653

 
76,170

 
372,583

 
276,126

Solid Capacitors net sales
 
$
247,861

 
$
202,805

 
$
935,838

 
$
771,240

Solid Capacitors operating income
 
$
98,694

 
$
64,056

 
$
348,150

 
$
234,473


Film and Electrolytic Reportable Segment
Film and Electrolytic revenue was slightly up year over year, although down for this past quarter compared to the same quarter last year. The pipeline remains strong for future periods. We continue to focus on cost reduction initiatives and manufacturing process improvements to increase our operating margins. Our recently announced closing of the Granna manufacturing facility in Sweden is continuing on schedule with expected gross margin improvements in the coming quarters.
 
 
Quarter Ended March 31,
 
Fiscal Year Ended March 31,
 
 
2019
 
2018
 
2019
 
2018
Net sales (1)
 
$
50,486

 
55,028

 
$
206,240

 
$
201,977

Segment operating income (loss) (1)
 
(503
)
 
(268
)
 
8,183

 
3,622

_________________
(1) Fiscal year ending March 31, 2018 adjusted due to the adoption of ASC 606.

Electro-Magnetic, Sensors, and Actuators (“MSA”) Reportable Segment
Our full year revenues grew 6.1% over the previous year, although down slightly in this past quarter compared to the same quarter last year, driven by the consumer segment. We saw overall strength in actuator products going into the semiconductor equipment segment, as well as metal materials related to the medical segment. Demand for piezo products related to the




consumer and commercial fish finder business was also solid.
 
 
Quarter Ended March 31,
 
Fiscal Year Ended March 31,
 
 
2019
 
2018
 
2019
 
2018
Net sales
 
$
57,447

 
$
60,258

 
$
240,740

 
$
226,964

Segment operating income (loss) 
 
3,585

 
(2,361
)
 
22,546

 
15,694


Outlook
We expect our first quarter revenue to be in the range of $338.0 million to $348.0 million, up approximately 3.2% to 6.2% from last year same quarter and that non-GAAP adjusted gross margin will continue to be strong in the range of 33.5% and 35.0%. We anticipate that non-GAAP Selling, General and Administrative (“SG&A”) expenses will hold steady between $44.0 million and $46.0 million, and Research and Development expenses will be approximately in the range of $12.0 million to $13.0 million. We also expect that our global effective tax rate will be around 25.0% to 28.0% for the first quarter. This more normalized rate following last quarter’s valuation allowances release is due to our improved profitability resulting in the realization for financial statement purposes of our income tax net operating losses. For fiscal year 2020, we expect cash taxes to be in the range of $15.0 million to $20.0 million.

Presentation of Non-GAAP Financial Measures
The Company has presented certain historical financial measures that have not been prepared in accordance with GAAP, including adjusted net income, adjusted net income per basic and diluted share, adjusted EBITDA, adjusted gross margin, and adjusted SG&A expenses. Definitions of our non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measure are included in the financial schedules accompanying this news release.
The Company also has presented certain non-GAAP financial measures as projected for the first quarter of fiscal year 2020, including adjusted gross margin and adjusted SG&A expenses. A reconciliation of GAAP to non-GAAP gross margin and GAAP to non-GAAP SG&A expenses are not provided. The Company does not forecast GAAP gross margin and GAAP SG&A expenses as it cannot, without unreasonable effort, estimate or predict with certainty various components of each. These components include stock-based compensation expenses for GAAP gross margin and stock-based compensation expenses and ERP integration costs/IT transition costs for GAAP SG&A expenses. Further, in the future, other items with similar characteristics to those currently included in adjusted gross margin and adjusted SG&A expenses, that have a similar impact on the comparability of periods, and which are not known at this time, may exist and impact adjusted gross margin and adjusted SG&A expenses.

About KEMET
The Company’s common stock is listed on the NYSE under the ticker symbol “KEM” (NYSE: KEM).  At the Investor Relations section of our web site at http://www.kemet.com/IR, users may subscribe to KEMET news releases and find additional information about our Company. KEMET offers our customers the broadest selection of capacitor technologies in the industry, along with an expanding range of sensors, actuators, and electromagnetic compatibility solutions. KEMET operates manufacturing facilities and sales and distribution centers around the world. Additional information about KEMET can be found at http://www.kemet.com.
Cautionary Statement on Forward-Looking Statements
Certain statements included herein contain forward-looking statements within the meaning of federal securities laws about the Company's financial condition and results of operations that are based on management's current expectations, estimates and projections about the markets, in which the Company operates, as well as management's beliefs and assumptions. Words such as "expects," "anticipates," "believes," "estimates" or other similar expressions and future or conditional verbs such as “will,” “should,” “would,” and “could” are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.

3



Factors that may cause actual outcomes and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to, the following: (i) adverse economic conditions could impact our ability to realize operating plans if the demand for our products declines, and such conditions could adversely affect our liquidity and ability to continue to operate and could cause a write down of long-lived assets or goodwill; (ii) an increase in the cost or a decrease in the availability of our principal or single-sourced purchased raw materials; (iii) changes in the competitive environment; (iv) uncertainty of the timing of customer product qualifications in heavily regulated industries; (v) economic, political, or regulatory changes in the countries in which we operate; (vi) difficulties, delays, or unexpected costs in completing the Company’s restructuring plans; (vii) acquisitions and other strategic transactions expose us to a variety of risks, including the ability to successfully integrate and maintain adequate internal controls over financial reporting in compliance with applicable regulations; (viii) our acquisition of TOKIN Corporation may not achieve all of the anticipated results; (ix) our business could be negatively impacted by increased regulatory scrutiny and litigation; (x) difficulties associated with retaining, attracting, and training effective employees and management; (xi) the need to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (xii) exposure to claims alleging product defects; (xiii) the impact of laws and regulations that apply to our business, including those relating to environmental matters, data protection, cyber security and privacy; (xiv) the impact of international laws relating to trade, export controls and foreign corrupt practices; (xv) changes impacting international trade and corporate tax provisions related to the global manufacturing and sales of our products may have an adverse effect on our financial condition and results of operations; (xvi) volatility of financial and credit markets affecting our access to capital; (xvii) default or failure of one or more of our counterparty financial institutions could cause us to incur significant losses; (xviii) the need to reduce the total costs of our products to remain competitive; (xix) potential limitation on the use of net operating losses to offset possible future taxable income; (xx) restrictions in our debt agreements that could limit our flexibility in operating our business; (xxi) service interruption, misappropriation of data, or breaches of security as it relates to our information systems could cause a disruption in our operations, financial losses, and damage to our reputation; (xxii) economic and demographic experience for pension and other post-retirement benefit plans could be less favorable than our assumptions; (xxiii) fluctuation in distributor sales could adversely affect our results of operations; (xxiv) earthquakes and other natural disasters could disrupt our operations and have a material adverse effect on our financial condition and results of operations; and (xxv) volatility in our stock price.




4



KEMET CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Amounts in thousands, except per share data)
(Unaudited)
 
Quarter Ended March 31,
 
Fiscal Year Ended March 31,
 
2019
 
2018
 
2019
 
2018
Net sales (1)
$
355,794

 
$
318,091

 
$
1,382,818

 
$
1,200,181

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of sales (1)
229,388

 
229,963

 
924,276

 
860,744

Selling, general and administrative expenses
53,571

 
47,821

 
202,642

 
173,620

Research and development (1)
11,572

 
10,424

 
44,612

 
39,114

Restructuring charges
7,157

 
8,307

 
8,779

 
14,843

(Gain) loss on write down and disposal of long-lived assets
49

 
(70
)
 
1,660

 
(992
)
Total operating costs and expenses (1)
301,737

 
296,445

 
1,181,969

 
1,087,329

Operating income (1)
54,057

 
21,646

 
200,849

 
112,852

Non-operating (income) expense:
 
 
 
 
 

 
 

Interest income
(710
)
 
(396
)
 
(2,035
)
 
(809
)
Interest expense
2,436

 
7,150

 
21,239

 
32,882

Acquisition (gain) loss

 
6,303

 

 
(130,880
)
Other (income) expense, net
4,568

 
3,531

 
11,214

 
24,592

Income before income taxes and equity income (loss) from equity method investments
47,763

 
5,058

 
170,431

 
187,067

Income tax expense (benefit) (1)
(48,660
)
 
3,091

 
(39,460
)
 
9,132

Income before equity income (loss) from equity method investments (1)
96,423

 
1,967

 
209,891

 
177,935

Equity income (loss) from equity method investments
(3,003
)
 
313

 
(3,304
)
 
76,192

Net income (1)
$
93,420

 
$
2,280

 
$
206,587

 
$
254,127

 
 

 
 

 
 

 
 

Net income per basic share
$
1.60

 
$
0.04

 
$
3.57

 
$
4.81

 
 

 
 

 
 

 
 

Net income per diluted share
$
1.58

 
$
0.04

 
$
3.50

 
$
4.33

 
 
 
 
 
 
 
 
Dividends declared per share
$
0.05

 
$

 
$
0.10

 
$

 
 
 
 
 
 
 
 
Weighted-average shares outstanding:
 

 
 

 
 

 
 

Basic
58,233

 
57,025

 
57,840

 
52,798

Diluted
58,975

 
59,063

 
59,082

 
58,640

_________________ 
(1) Quarter and fiscal year ended March 31, 2018 adjusted due to the adoption of ASC 606, Revenue from Contracts with Customers ("ASC 606").


5



KEMET CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(Amounts in thousands, except per share data)
(Unaudited)
 
 
March 31, 2019
 
March 31, 2018
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
207,918

 
$
286,846

Accounts receivable, net (1)
154,059

 
146,561

Inventories, net
241,129

 
204,386

Prepaid expenses and other current assets
38,947

 
41,160

Total current assets (1)
642,053

 
678,953

Property, plant and equipment, net
495,280

 
405,316

Goodwill
40,294

 
40,294

Intangible assets, net
53,749

 
59,907

Equity method investments
12,925

 
12,016

Deferred income taxes
57,024

 
13,837

Other assets (1)
16,770

 
12,600

Total assets (1)
$
1,318,095

 
$
1,222,923

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Current portion of long-term debt
$
28,430

 
$
20,540

Accounts payable
153,287

 
139,989

Accrued expenses (1)
93,761

 
125,119

Income taxes payable
2,995

 
2,010

Total current liabilities (1)
278,473

 
287,658

Long-term debt
266,041

 
304,083

Other non-current obligations (1)
125,360

 
152,249

Deferred income taxes (1)
8,806

 
15,058

Total liabilities (1)
678,680

 
759,048

Commitments and contingencies
 
 
 
Stockholders’ equity:
 

 
 

Preferred stock, par value $0.01, authorized 10,000 shares, none issued

 

Common stock, par value $0.01, authorized 175,000 shares, issued 57,822 and 56,641 shares at March 31, 2019 and 2018, respectively
578

 
566

Additional paid-in capital
465,366

 
462,737

Retained earnings (1)
204,195

 
3,370

Accumulated other comprehensive income (loss) (1)
(30,724
)
 
(2,798
)
Total stockholders’ equity (1)
639,415

 
463,875

Total liabilities and stockholders’ equity (1)
$
1,318,095

 
$
1,222,923

_________________
(1) Fiscal year ended March 31, 2018 adjusted due to the adoption of ASC 606.


6



KEMET CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
 
 
Fiscal Years Ended March 31,
 
 
2019
 
2018
Operating activities
 
 
 
 
Net income (1)
 
$
206,587

 
$
254,127

Adjustments to reconcile net income to net cash provided by (used in) operating activities, net of effect of acquisitions:
 
 
 
 
Depreciation and amortization
 
52,628

 
50,661

Equity (income) loss from equity method investments
 
3,304

 
(76,192
)
       Acquisition (gain) loss
 

 
(130,880
)
Non-cash debt and financing costs
 
1,872

 
2,467

Loss on early extinguishment of debt
 
15,946

 
486

Stock-based compensation expense
 
12,866

 
7,657

Pension and other post-retirement benefits
 
4,938

 
4,717

Change in deferred income taxes (1)
 
(49,757
)
 
564

Net (gain) loss on write down and disposal of long-lived assets
 
1,660

 
(992
)
Rent receivable
 

 
2,645

Other, net
 
(285
)
 
(680
)
Changes in assets and liabilities, net of the effect of acquisitions:
 
 
 
 
Accounts receivable
 
(8,910
)
 
30,217

Inventories
 
(42,806
)
 
(13,827
)
Prepaid expenses and other assets
 
(4,381
)
 
4,330

Accounts payable
 
7,650

 
(16,053
)
Accrued income taxes
 
1,046

 
1,317

Other operating liabilities
 
(70,627
)
 
197

Net cash provided by (used in) operating activities
 
131,731

 
120,761

Investing activities:
 
 
 
 
Capital expenditures
 
(146,056
)
 
(65,004
)
Contributions to equity method investments
 
(4,000
)
 
(3,000
)
Proceeds from dividend
 
776

 
2,745

Acquisitions, net of cash received
 

 
163,985

Proceeds from sale of assets
 
2,268

 
3,638

Net cash provided by (used in) investing activities
 
(147,012
)
 
102,364


















7



Consolidated Statements of Cash Flows (Unaudited) (Continued)

 
 
Fiscal Years Ended March 31,
 
 
2019
 
2018
Financing activities:
 
 
 
 
Payments of revolving line of credit
 

 
(33,881
)
Proceeds from issuance of debt
 
298,336

 
334,978

Early extinguishment of debt costs
 
(3,234
)
 

Payment of long-term debt
 
(344,461
)
 
(365,938
)
Debt issuance costs
 
(2,021
)
 
(5,002
)
Proceeds from exercise of stock options
 
485

 
5,207

Proceeds from exercise of stock warrants
 

 
8,838

Payment of dividends
 
(5,762
)
 

Net cash provided by (used in) financing activities
 
(56,657
)
 
(55,798
)
Net increase (decrease) in cash and cash equivalents
 
(71,938
)
 
167,327

Effect of foreign currency fluctuations on cash
 
(6,990
)
 
9,745

Cash, cash equivalents, and restricted cash at beginning of fiscal year
 
286,846

 
109,774

Cash, cash equivalents, and restricted cash at end of fiscal year
 
207,918

 
286,846

Less: Restricted cash at end of year
 

 

Cash and cash equivalents at end of year
 
$
207,918

 
$
286,846



8



Non GAAP Financial Measures
The Company utilizes certain non-GAAP financial measures, including "Adjusted gross margin", "Adjusted operating income", “Adjusted net income”, “Adjusted net income per basic and diluted share,” “Adjusted EBITDA,” and “Adjusted SG&A expenses."  Management believes that investors may find it useful to review the Company’s financial results as adjusted to exclude items as determined by management as further described below.
Adjusted Gross Margin
Adjusted gross margin represents net sales less cost of sales excluding adjustments which are outlined in the quantitative reconciliation provided below.  Management uses Adjusted gross margin to facilitate our analysis and understanding of our business operations by excluding the items outlined in the quantitative reconciliation provided below which might otherwise make comparisons of our ongoing business with prior periods more difficult and obscure trends in ongoing operations.
The Company believes that Adjusted gross margin is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company.  Adjusted gross margin should not be considered as an alternative to gross margin or any other performance measure derived in accordance with GAAP.
The following table provides a reconciliation from GAAP gross margin to non-GAAP Adjusted gross margin (amounts in thousands, except percentages):
 
Quarters Ended
 
Fiscal Years Ended
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
 
March 31, 2019
 
March 31, 2018
 
(Unaudited)
Net sales (1)
$
355,794


$
350,175


$
318,091


$
1,382,818


$
1,200,181

Cost of sales (1)
229,388

 
226,425

 
229,963

 
924,276

 
860,744

Gross Margin (GAAP) (1)
126,406


123,750


88,128


458,542


339,437

Gross margin as a % of net sales
35.5
%
 
35.3
%
 
27.7
%
 
33.2
%
 
28.3
%
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
Plant start-up costs (2)
(3,346
)

305


929


(927
)

929

Stock-based compensation expense
815


666


465


2,756


1,519

Adjusted gross margin (non-GAAP) (1)
$
123,875


$
124,721


$
89,522


$
460,371


$
341,885

Adjusted gross margin as a % of net sales
34.8
%

35.6
%

28.1
%

33.3
%

28.5
%
_________________ 
(1) Quarter and fiscal year ended March 31, 2018 adjusted due to the adoption of ASC 606.
(2) $0.9 million in costs incurred during fiscal year 2018 related to the relocation of the Company's tantalum powder facility equipment from Carson City, Nevada to its existing Matamoros, Mexico plant were reclassified from “Plant start-up costs” to “Restructuring charges” during the quarter ended March 31, 2019. Additionally, $2.4 million in costs incurred during the first three quarters of fiscal year 2019 were reclassified from “Plant start-up costs” to “Restructuring charges” during the fourth quarter of fiscal year 2019.


9



Adjusted SG&A Expenses
Adjusted SG&A expenses represents SG&A expenses excluding adjustments which are outlined in the quantitative reconciliation provided below. Management uses Adjusted SG&A expenses to facilitate our analysis and understanding of our business operations by excluding these item which might otherwise make comparisons of our ongoing business with prior periods more difficult and obscure trends in ongoing operations. The Company believes that Adjusted SG&A expenses is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company. Adjusted SG&A expenses should not be considered as an alternative to SG&A expenses or any other performance measure derived in accordance with GAAP.
 
Quarters Ended
 
Fiscal Years Ended
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
 
March 31, 2019
 
March 31, 2018
 
(Unaudited)
SG&A expenses (GAAP)
$
53,571

 
$
48,271

 
$
47,821

 
$
202,642

 
$
173,620

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
ERP integration costs/IT transition costs
3,117

 
2,453

 
80

 
8,813

 
80

Stock-based compensation expense
1,935

 
767

 
2,251

 
9,751

 
5,890

Legal expenses/fines related to antitrust class actions
901

 
1,268

 
1,738

 
5,195

 
6,736

Adjusted SG&A expenses (non-GAAP)
$
47,618

 
$
43,783

 
$
43,752

 
$
178,883

 
$
160,914

Adjusted Operating Income
Adjusted operating income represents operating income (loss), excluding adjustments which are outlined in the quantitative reconciliation provided below. Management uses Adjusted operating income (loss) to facilitate our analysis and understanding of our business operations by excluding the items outlined in the quantitative reconciliation provided below which might otherwise make comparisons of our ongoing business with prior periods more difficult and obscure trends in ongoing operations. The Company believes that Adjusted operating income is useful to investors because it provides a supplemental way to understand our underlying operating performance and allows investors to monitor and understand changes in our ability to generate income from ongoing business operations. Adjusted operating income should not be considered as an alternative to operating income or any other performance measure derived in accordance with GAAP.
Adjusted operating income is calculated as follows (amounts in thousands):
 
 
Quarters Ended
 
Fiscal Year Ended
 
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
 
March 31, 2019
 
March 31, 2018
 
 
(Unaudited)
Operating income (GAAP) (1)
 
$
54,057


$
61,616


$
21,646

 
$
200,849

 
$
112,852

Non-GAAP adjustments:
 
 

 
 

 
 

 
 
 
 
(Gain) loss on write down and disposal of long-lived assets
 
49

 
788

 
(70
)
 
1,660

 
(992
)
ERP integration costs/IT transition costs
 
3,117


2,453


80

 
8,813

 
80

Stock-based compensation expense
 
2,855


1,534


2,820

 
12,866

 
7,657

Restructuring charges (2)
 
7,157


1,718


8,307

 
8,779

 
14,843

Legal expenses/fines related to antitrust class actions
 
901

 
1,268

 
1,738

 
5,195


6,736

Plant start-up costs (2)
 
(3,346
)

305


929

 
(927
)
 
929

Adjusted operating income (non-GAAP) (1)
 
$
64,790


$
69,682


$
35,450

 
$
237,235

 
$
142,105

_________________
(1) Quarter and fiscal year ended March 31, 2018 adjusted due to the adoption of ASC 606.
(2) $0.9 million in costs incurred during fiscal year 2018 related to the relocation of the Company's tantalum powder facility equipment from Carson City, Nevada to its existing Matamoros, Mexico plant were reclassified from “Plant start-up costs” to “Restructuring charges” during the quarter ended March 31, 2019. Additionally, $2.4 million in costs incurred during the first three quarters of fiscal year 2019 were reclassified from “Plant start-up costs” to “Restructuring charges” during the fourth quarter of fiscal year 2019.

10



Adjusted Net Income and Adjusted Net Income Per Basic and Diluted Share 
“Adjusted net income” and “Adjusted net income per basic and diluted share” represent net income and net income per basic and diluted share excluding adjustments which are outlined in the quantitative reconciliation provided below. The Company believes that these non-GAAP financial measures are useful to investors because they provide a supplemental way to possibly better understand the underlying operating performance of the Company and allows investors to monitor and understand changes in our ability to generate income from ongoing business operations. Management uses these non-GAAP financial measures to evaluate operating performance by excluding the items outlined in the quantitative reconciliation provided earlier in this presentation which might otherwise make comparisons of our ongoing business with prior periods more difficult and obscure trends in ongoing operations. Non-GAAP financial measures should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP.



11



The following table provides reconciliation from GAAP net income to non-GAAP adjusted net income:
 
 
Quarters Ended
 
Fiscal Year Ended
 
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
 
March 31, 2019
 
March 31, 2018
 
 
(Unaudited, Amounts in thousands, except per share data)
GAAP
 
 

 
 

 
 

 
 
 
 
Net sales (1)
 
$
355,794

 
$
350,175

 
$
318,091

 
$
1,382,818

 
$
1,200,181

Net income (1)
 
$
93,420


$
40,806


$
2,280

 
$
206,587

 
$
254,127

 
 
 
 
 
 
 
 
 
 
 
Net income per basic share
 
$
1.60

 
$
0.70

 
$
0.04

 
$
3.57

 
$
4.81

Net income per diluted share
 
$
1.58

 
$
0.69

 
$
0.04

 
$
3.50

 
$
4.33

 
 
 
 
 
 
 
 
 
 
 
Non-GAAP
 
 

 
 

 
 

 
 

 
 
Net income (GAAP)
 
93,420

 
40,806

 
2,280

 
206,587

 
254,127

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
Equity (income) loss from equity method investments
 
3,003

 
296

 
(313
)
 
3,304

 
(76,192
)
Acquisition (gain) loss
 

 

 
6,303

 

 
(130,880
)
Restructuring charges (2)
 
7,157

 
1,718

 
8,307

 
8,779

 
14,843

R&D grant reimbursements and grant income
 
(2
)
 
(470
)
 

 
(4,559
)
 

ERP integration costs/IT transition costs
 
3,117

 
2,453

 
80

 
8,813

 
80

Stock-based compensation
 
2,855

 
1,534

 
2,820

 
12,866

 
7,657

Legal expenses/fines related to antitrust class actions
 
3,039

 
1,549

 
1,095

 
11,896

 
16,636

Net foreign exchange (gain) loss
 
2,316

 
(2,218
)
 
3,972

 
(7,230
)
 
13,145

Plant start-up costs (2)
 
(3,346
)
 
305

 
929

 
(927
)
 
929

Amortization included in interest expense
 
787

 
450

 
647

 
1,872

 
2,467

(Gain) loss on write down and disposals of long-lived assets
 
49

 
788

 
(70
)
 
1,660

 
(992
)
Income tax effect of non-GAAP adjustments (3)
 
(50,208
)
 
(91
)
 
156

 
(50,012
)
 
(30
)
(Gain) loss on early extinguishment of debt
 
(42
)
 
15,988

 

 
15,946

 
486

Adjusted net income (non-GAAP)
 
$
62,145

 
$
63,108

 
$
26,206

 
$
208,995

 
$
102,276

Adjusted net income per basic share (non-GAAP)
 
$
1.07

 
$
1.09

 
$
0.46

 
$
3.61

 
$
1.94

Adjusted net income per diluted share (non-GAAP) (4)
 
$
1.05

 
$
1.07

 
$
0.44

 
$
3.54

 
$
1.74

Weighted average shares outstanding:
 


 


 


 
 
 
 
Basic
 
58,233

 
58,010

 
57,025

 
57,840

 
52,798

Diluted
 
58,975

 
59,111

 
59,063

 
59,082

 
58,640

_________________
(1) Quarter and fiscal year ended March 31, 2018 adjusted due to the adoption of ASC 606.
(2) $0.9 million in costs incurred during fiscal year 2018 related to the relocation of the Company's tantalum powder facility equipment from Carson City, Nevada to its existing Matamoros, Mexico plant were reclassified from “Plant start-up costs” to “Restructuring charges” during the quarter ended March 31, 2019. Additionally, $2.4 million in costs incurred during the first three quarters of fiscal year 2019 were reclassified from “Plant start-up costs” to “Restructuring charges” during the fourth quarter of fiscal year 2019.
(3) The income tax effect of the excluded items is calculated by applying the applicable jurisdictional income tax rate, considering the deferred tax valuation for each applicable jurisdiction.
(4) Fiscal year ended March 31, 2018 adjusted due to the adoption of ASC 606.


12



Adjusted EBITDA 
Adjusted EBITDA represents net income before net interest expense, income tax expense (benefit), and depreciation and amortization expense, adjusted to exclude certain items which are outlined in the quantitative reconciliation provided herein.  Management uses Adjusted EBITDA to monitor and evaluate our operating performance and to facilitate internal and external comparisons of the historical operating performance of our business. We present Adjusted EBITDA as a supplemental measure of our performance and ability to service debt. We also present Adjusted EBITDA because we believe such measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.
We believe Adjusted EBITDA is an appropriate supplemental measure of debt service capacity because cash expenditures on interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up; depreciation and amortization are non-cash charges. The other adjustments to arrive at Adjusted EBITDA are excluded in order to better reflect our continuing operations.
In evaluating adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments noted below. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these types of adjustments. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity.
Our Adjusted EBITDA measure has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.  Some of these limitations are:
it does not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;
it does not reflect changes in, or cash requirements for, our working capital needs;
it does not reflect any income tax expense or benefit, including any changes to income taxes resulting from The Tax Cuts and Jobs Act enacted on December 22, 2017;
it does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt;
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and our Adjusted EBITDA measure does not reflect any cash requirements for such replacements;
it is not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;
it does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations;
it does not reflect limitations on or costs related to transferring earnings from our subsidiaries to us; and
other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to us to meet our obligations. You should compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA as supplementary information.

















13



The following table provides a reconciliation from GAAP net income to Adjusted EBITDA (amounts in thousands):
 
Fiscal Year 2019
 
Q1
 
Q2
 
Q3
 
Q4
 
Total
 
(Unaudited)
Net income (GAAP)
$
35,220

 
$
37,141

 
$
40,806

 
$
93,420

 
$
206,587

 
 
 
 
 
 
 
 
 
 
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
Income tax expense (benefit)
4,600

 
2,000

 
2,600

 
(48,660
)
 
(39,460
)
Interest expense, net
6,658

 
6,912

 
3,908

 
1,726

 
19,204

Depreciation and amortization
13,097

 
12,545

 
12,763

 
14,223

 
52,628

EBITDA (non-GAAP)
59,575

 
58,598

 
60,077

 
60,709

 
238,959

Excluding the following items:
 
 
 
 
 
 
 
 
 
Equity (income) loss from equity method investments
69

 
(64
)
 
296

 
3,003

 
3,304

(Gain) loss on write down and disposals of long-lived assets
511

 
312

 
788

 
49

 
1,660

ERP integration costs/IT transition costs
1,650

 
1,593

 
2,453

 
3,117

 
8,813

Stock-based compensation
4,060

 
4,417

 
1,534

 
2,855

 
12,866

Restructuring charges
(96
)
 

 
1,718

 
7,157

 
8,779

R&D grant reimbursements and grant income
(4,087
)
 

 
(470
)
 
(2
)
 
(4,559
)
Legal expenses/fines related to antitrust class actions
1,248

 
6,060

 
1,549

 
3,039

 
11,896

Net foreign exchange (gain) loss
(7,521
)
 
193

 
(2,218
)
 
2,316

 
(7,230
)
Plant start-up costs
753

 
1,361

 
305

 
(3,346
)
 
(927
)
(Gain) loss on early extinguishment of debt

 

 
15,988

 
(42
)
 
15,946

Adjusted EBITDA (non-GAAP)
$
56,162

 
$
72,470

 
$
82,020

 
$
78,855

 
$
289,507

 
 
 
 
 
 
 
 
 
 
 
Fiscal Year 2018
 
Q1
 
Q2
 
Q3
 
Q4
 
Total
 
(Unaudited)
Net income (GAAP) (2)
$
220,439

 
$
12,819

 
$
18,589

 
$
2,280

 
$
254,127

 
 
 
 
 
 
 
 
 
 
Non-GAAP-adjustments:
 
 
 
 
 
 
 
 
 
Income tax expense (2)
1,140

 
2,864

 
2,037

 
3,091

 
9,132

Interest expense, net
10,894

 
7,270

 
7,155

 
6,754

 
32,073

Depreciation and amortization (2)
12,459

 
13,554

 
11,353

 
13,295

 
50,661

EBITDA (non-GAAP) (2)
244,932

 
36,507

 
39,134

 
25,420

 
345,993

Excluding the following items:
 
 
 
 
 
 
 
 
 
Equity (income) loss from equity method investments
(75,417
)
 
(224
)
 
(238
)
 
(313
)
 
(76,192
)
(Gain) loss on write down and disposals of long-lived assets
19

 
(39
)
 
(902
)
 
(70
)
 
(992
)
Acquisition (gain) loss
(135,588
)
 
(1,285
)
 
(310
)
 
6,303

 
(130,880
)
ERP integration costs/IT transition costs

 

 

 
80

 
80

Stock-based compensation
1,101

 
1,530

 
2,206

 
2,820

 
7,657

Restructuring charges
1,613

 
1,393

 
3,530

 
8,307

 
14,843

Legal expenses/fines related to antitrust class actions
1,141

 
10,327

 
4,073

 
1,095

 
16,636

Net foreign exchange (gain) loss
5,043

 
1,891

 
2,239

 
3,972

 
13,145

Plant start-up costs

 

 

 
929

 
929

(Gain) loss on early extinguishment of debt
486

 

 

 

 
486

Adjusted EBITDA (non-GAAP) (2)
$
43,330

 
$
50,100

 
$
49,732

 
$
48,543

 
$
191,705

_________________
(1) $0.9 million in costs incurred during fiscal year 2018 related to the relocation of the Company's tantalum powder facility equipment from Carson City, Nevada to its existing Matamoros, Mexico plant were reclassified from “Plant start-up costs” to “Restructuring charges” during the quarter ended March 31, 2019. Additionally, $2.4 million in costs incurred during the first three quarters of fiscal year 2019 were reclassified from “Plant start-up costs” to “Restructuring Charges” during the fourth quarter of fiscal year 2019.
(2) Quarter and fiscal year ended March 31, 2018 adjusted due to the adoption of ASC 606.


14



 
Fiscal Year
 
2017
 
2016
 
2015
 
(Unaudited)
Net income (loss) (GAAP)
$
47,157

 
$
(53,629
)
 
$
(14,143
)
 
 
 
 
 
 
Non-GAAP adjustments:
 
 
 
 
 
Income tax expense
4,294

 
6,006

 
5,227

Interest expense, net
39,731

 
39,591

 
40,686

Depreciation and amortization
38,151

 
39,016

 
40,768

EBITDA (non-GAAP)
129,333

 
30,984

 
72,538

Excluding the following items:
 
 
 
 
 
Change in value of TOKIN options
(10,700
)
 
26,300

 
(2,100
)
Equity (income) loss from equity method investments
(41,643
)
 
16,406

 
2,169

(Gain) loss on write down and disposals of long-lived assets
10,671

 
375

 
(221
)
ERP integration costs/IT transition costs
7,045

 
5,677

 
3,248

Stock-based compensation
4,720

 
4,774

 
4,512

Restructuring charges
5,404

 
4,178

 
13,017

Legal expenses/fines related to antitrust class actions
2,640

 
3,041

 
844

Net foreign exchange (gain) loss
(3,758
)
 
(3,036
)
 
(4,249
)
TOKIN investment-related expenses
1,101

 
900

 
1,778

Plant start-up costs
427

 
861

 
4,556

Plant shut-down costs

 
372

 
889

Pension plan adjustment

 
312

 

(Income) loss from discontinued operations

 

 
(5,379
)
(Gain) loss on early extinguishment of debt

 

 
(1,003
)
Professional fees related to financing activities

 

 
1,142

Adjusted EBITDA (non-GAAP)
$
105,240

 
$
91,144

 
$
91,741



15