KEMET CORP - FORM 8-K - EX-99.1 - EXHIBIT 99.1_PRESS RELEASE

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8-K - 8-K - KEMET CORP	fy2016_q2x8kxearningsrelea.htm
EX-99.2 - EXHIBIT 99.2_WEBSLIDES - KEMET CORP	fy2016q2webcastppt102815.htm

Exhibit 99.1



News Release

FOR IMMEDIATE RELEASE



Contact:	William M. Lowe, Jr.	Richard J. Vatinelle
	Executive Vice President and	Vice President and
	Chief Financial Officer	Treasurer
	williamlowe@kemet.com	richardvatinelle@kemet.com
	864-963-6484	954-766-2838

KEMET REPORTS PRELIMINARY FISCAL 2016 SECOND QUARTER RESULTS

Greenville, South Carolina (October 29, 2015) - KEMET Corporation (the “Company”) (NYSE: KEM), a leading global supplier of electronic components, today reported preliminary results for our second quarter fiscal year 2016 ended September 30, 2015.

Net sales of $186.1 million for the quarter ended September 30, 2015 decreased 0.8% from net sales of $187.6 million for the prior quarter ended June 30, 2015 and decreased 13.5% from net sales of $215.3 million for the quarter ended September 30, 2014.

The U.S. GAAP net income was $7.2 million or $0.14 per diluted share for the quarter ended September 30, 2015, which included a non-cash gain of $2.2 million or $0.04 per diluted share related to the change in value of the NEC TOKIN option. This compares to a net loss of $37.1 million or $0.81 per basic and diluted share for the quarter ended June 30, 2015, which included a non-cash charge of $29.2 million or $0.64 per basic and diluted share related to the change in value of the NEC TOKIN option. For the quarter ended September 30, 2014, the Company reported net income of $6.3 million or $0.12 per diluted share which, for comparison purposes, included a non-cash gain of $6.6 million or $0.13 per diluted share related to the change in value of the NEC TOKIN option.

Non-U.S. GAAP adjusted net income of $4.3 million or $0.09 per basic and diluted share for the quarter ended September 30, 2015 improved by $3.6 million compared to non-U.S. GAAP adjusted net income of $0.7 million or $0.01 per basic and diluted share in the quarter ended June 30, 2015. For the quarter ended September 30, 2014, the Company reported non-U.S. GAAP adjusted net income of $3.5 million or $0.07 per diluted share.

“Continued margin improvement remains our focus and we are ahead of our plan achieving another 180 basis point margin improvement this quarter over the prior quarter,” stated Per Loof, KEMET’s Chief Executive Officer. “Our cost structure is in the best shape of my tenure at KEMET. The team has positioned us to be able to achieve positive bottom-line results during a time of economic slowdown and created significant operating leverage for the future as revenue returns to more normalized levels,” continued Loof.

The net income (loss) for the quarters ended September 30, 2015, June 30, 2015 and September 30, 2014 include various items affecting comparability as denoted in the U.S. GAAP to Non-U.S. GAAP reconciliation table included hereafter.

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 applies world class service and quality to deliver industry leading, high performance capacitance solutions to its customers around the world and offers the world’s most complete line of surface mount and through hole capacitor technologies across tantalum, ceramic, film, aluminum, electrolytic, and paper dielectrics. Additional information about KEMET can be found at http://www.kemet.com.

QUIET PERIOD

Beginning January 1, 2016, we will observe a quiet period during which the information provided in this news release and quarterly report on Form 10-Q will no longer constitute our current expectations. During the quiet period, this information should be considered to be historical, applying prior to the quiet period only and not subject to update by management. The quiet period will extend until the day when our next quarterly earnings release is published.

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,” variations of such words and other similar expressions 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.

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; (ii) continued net losses could impact our ability to realize current operating plans and could materially adversely affect our liquidity and our ability to continue to operate; (iii) adverse economic conditions could cause the write down of long-lived assets or goodwill; (iv) an increase in the cost or a decrease in the availability of our principal or single-sourced purchased materials; (v) changes in the competitive environment; (vi) uncertainty of the timing of customer product qualifications in heavily regulated industries; (vii) economic, political, or regulatory changes in the countries in which we operate; (viii) difficulties, delays or unexpected costs in completing the restructuring plans; (ix) equity method investment in NEC TOKIN exposes us to a variety of risks; (x) possible acquisition of NEC TOKIN may not achieve all of the anticipated results; (xi) acquisitions and other strategic transactions expose us to a variety of risks; (xii) our business could be negatively impacted by increased regulatory scrutiny and litigation; (xiii) inability to attract, train and retain effective employees and management; (xiv) inability to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (xv) exposure to claims alleging product defects; (xvi) the impact of laws and regulations that apply to our business, including those relating to environmental matters; (xvii) the impact of international laws relating to trade, export controls and foreign corrupt practices; (xviii) volatility of financial and credit markets affecting our access to capital; (xix) the need to reduce the total costs of our products to remain competitive; (xx) potential limitation on the use of net operating losses to offset possible future taxable income; (xxi) restrictions in our debt agreements that limit our flexibility in operating our business; (xxii) failure of our information technology systems to function properly or our failure to

control unauthorized access to our systems may cause business disruptions; (xxiii) additional exercise of the warrant by K Equity which could potentially result in the existence of a significant stockholder who could seek to influence our corporate decisions; and (xxiv) fluctuation in distributor sales could adversely affect our results of operations.

KEMET CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Amounts in thousands, except per share data)

(Unaudited)



	Quarters Ended September 30,
	2015			2014
Net sales	$	186,123		$	215,293
Operating costs and expenses:
Cost of sales	143,317			169,538
Selling, general and administrative expenses	22,948			25,510
Research and development	6,152			6,338
Restructuring charges	23			1,687
Net (gain) loss on sales and disposals of assets	(304		)	(550		)
Total operating costs and expenses	172,136			202,523
Operating income (loss)	13,987			12,770
Non-operating (income) expense:
Interest income	(3		)	(3		)
Interest expense	9,811			10,287
Change in value of NEC TOKIN options	(2,200		)	(6,600		)
Other (income) expense, net	(2,091		)	(995		)
Income (loss) from continuing operations before income taxes and equity income (loss) from NEC TOKIN	8,470			10,081
Income tax expense (benefit)	1,438			2,583
Income (loss) from continuing operations before equity income (loss) from NEC TOKIN	7,032			7,498
Equity income (loss) from NEC TOKIN	162			232
Income (loss) from continuing operations	7,194			7,730
Income (loss) from discontinued operations, net of income tax expense (benefit) of $0 and $1,017, respectively	—			(1,400		)
Net income (loss)	$	7,194		$	6,330
Net income (loss) per basic share:
Net income (loss) from continuing operations	$	0.16		$	0.17
Net income (loss) from discontinued operations	$	—		$	(0.03	)
Net income (loss)	$	0.16		$	0.14

Net income (loss) per diluted share:
Net income (loss) from continuing operations	$	0.14		$	0.15
Net income (loss) from discontinued operations	$	—		$	(0.03	)
Net income (loss)	$	0.14		$	0.12

Weighted-average shares outstanding:
Basic	45,767			45,400
Diluted	50,004			52,521

KEMET CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Amounts in thousands, except per share data)

(Unaudited)



	September 30, 2015			March 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	37,315		$	56,362
Accounts receivable, net	93,099			90,857
Inventories, net	183,667			171,843
Prepaid expenses and other	42,428			41,503
Deferred income taxes	8,933			10,762
Total current assets	365,442			371,327
Property, plant and equipment, net of accumulated depreciation of $816,386 and $804,286 as of September 30, 2015 and March 31, 2015, respectively	245,353			249,641
Goodwill	40,294			35,584
Intangible assets, net	34,282			33,282
Investment in NEC TOKIN	42,156			45,016
Restricted cash	1,849			1,775
Deferred income taxes	5,096			5,111
Other assets	4,441			11,056
Total assets	$	738,913		$	752,792
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	5,000		$	962
Accounts payable	70,108			69,785
Accrued expenses	57,178			60,456
Income taxes payable and deferred income taxes	—			1,017
Total current liabilities	132,286			132,220
Long-term debt, less current portion	390,076			390,409
Other non-current obligations	78,966			57,131
Deferred income taxes	7,313			8,350
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 46,508 shares at September 30, 2015 and March 31, 2015	465			465
Additional paid-in capital	453,782			461,191
Retained deficit	(275,737		)	(245,881		)
Accumulated other comprehensive income	(35,387		)	(28,796		)
Treasury stock, at cost (731 and 1,057 shares at September 30, 2015 and March 31, 2015, respectively)	(12,851		)	(22,297		)
Total stockholders’ equity	130,272			164,682
Total liabilities and stockholders’ equity	$	738,913		$	752,792

KEMET CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)



	Six Month Periods Ended September 30,
	2015			2014
Net income (loss)	$	(29,856	)	$	2,790
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Gain on sale of discontinued operations	—			(5,809		)
Net cash provided by (used in) operating activities of discontinued operations	—			(1,357		)
Depreciation and amortization	19,182			20,974
Equity (income) loss from NEC TOKIN	(1,747		)	1,443
Amortization of debt and financing costs	437			1,248
Stock-based compensation expense	2,607			1,952
Long-term receivable write down	—			59
Change in value of NEC TOKIN options	27,000			(10,700		)
Net (gain) loss on sales and disposals of assets	(362		)	(185		)
Pension and other post-retirement benefits	333			37
Change in deferred income taxes	52			2,142
Change in operating assets	(14,474		)	(4,268		)
Change in operating liabilities	(14,514		)	(6,341		)
Other	410			(391		)
Net cash provided by (used in) operating activities	(10,932		)	1,594
Investing activities:
Capital expenditures	(9,268		)	(11,975		)
Acquisitions, net of cash received	(2,892		)	—
Proceeds from sale of assets	247			2,451
Change in restricted cash	—			558
Proceeds from sale of discontinued operations	—			10,125
Net cash provided by (used in) investing activities	(11,913		)	1,159
Financing activities:
Proceeds from revolving line of credit	8,000			14,300
Payments on revolving line of credit	(3,500		)	(7,500		)
Deferred acquisition payments	—			(11,597		)
Payments on long-term debt	(481		)	(3,135		)
Purchase of treasury stock	(575		)	—
Proceeds from exercise of stock options	—			25
Net cash provided by (used in) financing activities	3,444			(7,907		)
Net increase (decrease) in cash and cash equivalents	(19,401		)	(5,154		)
Effect of foreign currency fluctuations on cash	354			(1,199		)
Cash and cash equivalents at beginning of fiscal period	56,362			57,929
Cash and cash equivalents at end of fiscal period	$	37,315		$	51,576

Non-U.S. GAAP Financial Measures

In this news release, the Company makes reference to certain Non-U.S. GAAP financial measures, including "Adjusted gross margin", "Adjusted operating income (loss)", “Adjusted net income (loss)”, “Adjusted net income (loss) per share” and “Adjusted EBITDA”. Management believes that investors may find it useful to review the Company’s financial results as adjusted to exclude items as determined by management.

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 and 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 U.S. GAAP.

The following table provides reconciliation from U.S. GAAP Gross margin to Non-U.S. GAAP adjusted gross margin (amounts in thousands):



	Quarters Ended
	(Unaudited)
	September 30, 2015			June 30, 2015			September 30, 2014
Net sales	$	186,123		$	187,590		$	215,293
Cost of sales	143,317			147,877			169,538
Gross margin	42,806			39,713			45,755
Gross margin as a % of net sales	23.0		%	21.2		%	21.3		%
Non-U.S. GAAP adjustments:
Plant start-up costs	187			195			1,114
Stock-based compensation expense	459			413			359
Inventory revaluation	—			—			(821		)
Adjusted gross margin	$	43,452		$	40,321		$	46,407
Adjusted gross margin as a % of net sales	23.3		%	21.5		%	21.6		%

Adjusted Operating Income (Loss)

Adjusted operating income (loss) represents operating income (loss), excluding adjustments which are outlined in the quantitative reconciliation provided below. We use adjusted operating income (loss) to facilitate our analysis and understanding of our business operations and believe that adjusted operating income (loss) is useful to investors because it provides a supplemental way to understand our underlying operating performance. Adjusted operating loss should not be considered as an alternative to operating income (loss) or any other performance measure derived in accordance with U.S. GAAP.

Adjusted operating income (loss) is calculated as follows (amounts in thousands):



	Quarters Ended
	(Unaudited)
	September 30, 2015			June 30, 2015			September 30, 2014
Operating income (loss)	$	13,987		$	1,243		$	12,770
Adjustments:
Restructuring charges	23			1,824			1,687
Inventory revaluation	—			—			(821		)
Net (gain) loss on sales and disposals of assets	(304		)	(58		)	(550		)
Stock-based compensation expense	1,328			1,279			958
ERP integration/IT transition costs	282			4,369			409
Legal expenses related to antitrust class actions	541			718			—
Plant start-up costs	187			195			1,114
Pension plan adjustment	—			312			—
NEC TOKIN investment-related expenses	186			224			487
Adjusted operating income (loss)	$	16,230		$	10,106		$	16,054

Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share

“Adjusted net income (loss)” and “Adjusted net income (loss) per basic and diluted share” represent net income (loss) and net income (loss) per basic and diluted share excluding adjustments which are outlined in the quantitative reconciliation provided below. Management believes that these Non-U.S. GAAP financial measures are useful to investors because they provide a supplemental way to understand the underlying operating performance of the Company. Management uses these Non-U.S. GAAP financial measures to evaluate operating performance. Non-U.S. GAAP financial measures should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with U.S. GAAP.

The following table provides reconciliation from U.S. GAAP net income (loss) to Non-U.S. GAAP Adjusted net income (loss) (amounts in thousands):

U.S. GAAP to Non-U.S. GAAP Reconciliation



	Quarters Ended
	September 30, 2015			June 30, 2015			September 30, 2014
	(Unaudited)
U.S. GAAP
Net sales	$	186,123		$	187,590		$	215,293
Net income (loss) from continuing operations	7,194			(37,050		)	7,730
Income (loss) from discontinued operations	—			—			(1,400		)
Net income (loss)	$	7,194		$	(37,050	)	$	6,330
Earnings per basic and diluted share:
Net income (loss) from continuing operations	0.16			(0.81		)	0.17
Income (loss) from discontinued operations	—			—			(0.03		)
Net income (loss)	0.16			(0.81		)	0.14
Net income (loss) from continuing operations - diluted	0.14			(0.81		)	0.15
Income (loss) from discontinued operations - diluted	—			—			(0.03		)
Net income (loss) - diluted	0.14			(0.81		)	0.12
Non-U.S. GAAP
Net income (loss)	$	7,194		$	(37,050	)	$	6,330
Adjustments:
Restructuring charges	23			1,824			1,687
Equity (income) loss from NEC TOKIN	(162		)	(1,585		)	(232		)
Inventory revaluation	—			—			(821		)
Net (gain) loss on sales and disposals of assets	(304		)	(58		)	(550		)
Stock-based compensation expense	1,328			1,279			958
Legal expenses related to antitrust class actions	541			718			—
ERP integration/IT transition costs	282			4,369			409
Change in value of NEC TOKIN options	(2,200		)	29,200			(6,600		)
Plant start-up costs	187			195			1,114
Net foreign exchange (gain) loss	(3,171		)	1,049			(1,351		)
NEC TOKIN investment-related expenses	186			224			487
(Income) loss from discontinued operations	—			—			1,400
Amortization included in interest expense	217			220			583
Pension plan adjustment	—			312			—
Income tax effect of non-GAAP adjustments (1)	153			(37		)	51
Adjusted net income (loss)	$	4,274		$	660		$	3,465
Adjusted net income (loss) per basic share	$	0.09		$	0.01		$	0.08
Adjusted net income (loss) per diluted share	$	0.09		$	0.01		$	0.07
Weighted average shares outstanding:
Basic	45,767			45,552			45,400
Diluted	50,004			52,276			52,521

(1) 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.

Adjusted EBITDA

Adjusted EBITDA represents net income (loss) 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. We use 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 U.S. GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with U.S. 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 U.S. 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 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 U.S. GAAP results and using adjusted EBITDA as supplementary information.

The following table provides a reconciliation from U.S. GAAP net income (loss) to Adjusted EBITDA (amounts in thousands):



	For the Quarters Ended
(Amounts in thousands)	September 30, 2015			June 30, 2015			September 30, 2014
Net income (loss)	$	7,194		$	(37,050	)	$	6,330
Interest expense, net	9,808			10,010			10,284
Income tax expense (benefit)	1,438			(248		)	2,583
Depreciation and amortization	9,265			9,917			10,177
EBITDA	27,705			(17,371		)	29,374
Excluding the following items:
Restructuring charges	23			1,824			1,687
Legal expenses related to antitrust class actions	541			718			—
Equity (income) loss from NEC TOKIN	(162		)	(1,585		)	(232		)
Inventory revaluation	—			—			(821		)
Net (gain) loss on sales and disposals of assets	(304		)	(58		)	(550		)
Stock-based compensation expense	1,328			1,279			958
ERP integration/IT transition costs	282			4,369			409
Change in value of NEC TOKIN options	(2,200		)	29,200			(6,600		)
Plant start-up costs	187			195			1,114
Net foreign exchange (gain) loss	(3,171		)	1,049			(1,351		)
NEC TOKIN investment-related expenses	186			224			487
Pension plan adjustment	—			312			—
(Income) loss from discontinued operations	—			—			1,400
Adjusted EBITDA	$	24,415		$	20,156		$	25,875

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