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EX-99.2 - EXHIBIT 99.2 - KEMET CORPfy2017q48kwebcast.htm
8-K - 8-K - KEMET CORPfy2017_q4x8kearningsreleas.htm
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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
954-766-2800
 
KEMET REPORTS PRELIMINARY FOURTH QUARTER AND FISCAL YEAR 2017 RESULTS
 
Net sales for the quarter up 5.0% to $197.5 million compared to the prior quarter ended December 31, 2016
Gross margin for fiscal year 2017 of 24.6% compared to 22.2% for the prior fiscal year 2016
Cash Balance at March 31, 2017 of $109.8 million up $44.8 million compared to prior year March 31, 2016

Greenville, South Carolina (May 10, 2017) - 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, 2017.
 
Net sales of $197.5 million for the quarter ended March 31, 2017 increased 5.0% from net sales of $188.0 million for the prior quarter ended December 31, 2016, and increased 7.4% compared to net sales of $183.9 million for the quarter ended March 31, 2016. For the fiscal year ended March 31, 2017 net sales were $757.8 million, up 3.1% compared to $734.8 million for the fiscal year ended March 31, 2016.

U.S. GAAP net income, including the equity income from NEC TOKIN, for the quarter ended March 31, 2017 was $52.9 million, or $0.93 per diluted share, compared to a net loss for the quarter ended March 31, 2016 of $15.2 million or $0.33 loss per basic and diluted share. U.S. GAAP net income, including the equity income from NEC TOKIN, for the fiscal year ended March 31, 2017 was $48.0 million, or $0.87 per diluted share compared to a net loss of $53.6 million, or $1.17 loss per basic and diluted share for the fiscal year ended March 31, 2016.
 
Non-U.S. GAAP Adjusted net income for the quarter ended March 31, 2017 was $7.8 million or $0.14 per diluted share, compared to a non-U.S. GAAP Adjusted net income of $1.8 million or $0.04 per diluted share for the quarter ended March 31, 2016. For the fiscal year ended March 31, 2017, non-U.S. GAAP Adjusted net income was $23.9 million, or $0.43 per diluted share compared to non-U.S. GAAP Adjusted net income of $8.9 million, or $0.17 per diluted share for the fiscal year ended March 31, 2016.

“It was another milestone for KEMET with the fifth quarter of sequential growth and cash generation exceeding our forecast,” stated Per Loof KEMET’s Chief Executive Officer. “While many doubted our ability to bring the TOKIN acquisition to closure it was an exciting quarter and now a start to our next fiscal year with a transaction that is unique, transformational, and deleveraging to the balance sheet. The work now begins to bring more value to our shareholders through this combination,” continued Loof.

Net income (loss) for the fiscal quarters and years ended March 31, 2017 and 2016 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 July 1, 2017, we will observe a quiet period during which the information provided in this news release and annual report on Form 10-K 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 and 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 restructuring plans; (vii) acquisitions and other strategic transactions expose us to a variety of risks; (viii) acquisition of TOKIN 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; (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) the need to reduce the total costs of our products to remain competitive; (xviii) potential limitation on the use of net operating losses to offset possible future taxable income; (xix) restrictions in our debt agreements that limit our flexibility in operating our business; (xx) disruption to our information technology systems to function properly or control unauthorized access to our systems may cause business disruptions; (xxi) additional exercise of the warrant by K Equity, LLC which could potentially result in the existence of a significant stockholder who could seek to influence our corporate decisions; and (xxii) fluctuation in distributor sales could adversely affect our results of operations.




2



KEMET CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Amounts in thousands, except per share data)
(Unaudited)
 
Quarters Ended March 31,
 
Fiscal Year Ended
 
2017
 
2016
 
2017
 
2016
Net sales
$
197,519

 
$
183,926

 
$
757,791

 
$
734,823

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of sales
147,680

 
141,913

 
571,679

 
571,543

Selling, general and administrative expenses
29,317

 
25,790

 
107,868

 
101,446

Research and development
6,522

 
6,395

 
27,629

 
24,955

Restructuring charges
1,087

 
617

 
5,404

 
4,178

Write down of long-lived assets
4,086

 

 
10,279

 

Net (gain) loss on sales and disposals of assets
85

 
608

 
392

 
375

Total operating costs and expenses
188,777

 
175,323

 
723,251

 
702,497

Operating income (loss)
8,742

 
8,603

 
34,540

 
32,326

Other (income) expense:
 
 
 
 
 

 
 

Interest income
(10
)
 
(4
)
 
(24
)
 
(14
)
Interest expense
10,004

 
9,929

 
39,755

 
39,605

Change in value of NEC TOKIN options
(14,200
)
 

 
(10,700
)
 
26,300

Other income (expense), net
1,556

 
147

 
(5,127
)
 
(2,348
)
Income (loss) before income taxes and equity income (loss) from NEC TOKIN
11,392

 
(1,469
)
 
10,636

 
(31,217
)
Income tax expense (benefit)
(150
)
 
2,056

 
4,290

 
6,006

Income (loss) before equity income (loss) from NEC TOKIN
11,542

 
(3,525
)
 
6,346

 
(37,223
)
Equity income (loss) from NEC TOKIN
41,372

 
(11,648
)
 
41,643

 
(16,406
)
Net income (loss)
$
52,914

 
$
(15,173
)
 
$
47,989

 
$
(53,629
)
 
 

 
 

 
 

 
 

Net income (loss) per basic share
$
1.13

 
$
(0.33
)
 
$
1.03

 
$
(1.17
)
 
 

 
 

 
 

 
 

Net income (loss) per diluted share
$
0.93

 
$
(0.33
)
 
$
0.87

 
$
(1.17
)
 
 
 
 
 
 
 
 
Weighted-average shares outstanding:
 

 
 

 
 

 
 

Basic
46,803

 
46,160

 
46,552

 
46,004

Diluted
57,130

 
46,160

 
55,389

 
46,004



3



KEMET CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(Amounts in thousands, except per share data)
(Unaudited)
 
 
March 31, 2017
 
March 31, 2016
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
109,774

 
$
65,004

Accounts receivable, net
92,526

 
93,168

Inventories, net
147,955

 
168,879

Prepaid expenses and other
28,759

 
25,496

Total current assets
379,014

 
352,547

Property plant and equipment net of accumulated depreciation of $821,276 and $815,338 as of March 31, 2017 and March 31, 2016, respectively
209,311

 
241,839

Goodwill
40,294

 
40,294

Intangible assets, net
29,781

 
33,301

Investment in NEC TOKIN
63,416

 
20,334

Deferred income taxes
8,593

 
8,397

Other assets
4,119

 
3,068

Total assets
$
734,528

 
$
699,780

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Current portion of long-term debt
$
2,000

 
$
2,000

Accounts payable
69,674

 
70,981

Accrued expenses
57,752

 
50,320

Income taxes payable
715

 
453

Total current liabilities
130,141

 
123,754

Long-term debt, less current portion
386,211

 
385,833

Other non-current obligations
60,131

 
74,892

Deferred income taxes
3,370

 
2,820

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 46,689 and 46,508 shares at March 31, 2017 and 2016, respectively
467

 
465

Additional paid-in capital
447,671

 
452,821

Retained deficit
(251,651
)
 
(299,510
)
Accumulated other comprehensive income
(41,812
)
 
(31,425
)
Treasury stock, at cost (611 shares at March 31, 2016)

 
(9,870
)
Total stockholders’ equity
154,675

 
112,481

Total liabilities and stockholders’ equity
$
734,528

 
$
699,780



4



KEMET CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
 
 
Fiscal Years Ended March 31,
 
 
2017
 
2016
Net income (loss)
 
$
47,989

 
$
(53,629
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 

 
 

Depreciation and amortization
 
37,338

 
39,016

Non-cash debt and financing costs
 
761

 
859

Equity income (loss) from NEC TOKIN
 
(41,643
)
 
16,406

Change in value of NEC TOKIN options
 
(10,700
)
 
26,300

Net (gain) loss on sales and disposals of assets
 
392

 
375

Stock-based compensation expense
 
4,720

 
4,774

Pension and other post-retirement benefits
 
2,543

 
3,013

Deferred income tax expense (benefit)
 
(19
)
 
495

Write down of long-lived assets
 
10,279

 

Write down of receivables
 
64

 
24

Other, net
 
(327
)
 
306

Changes in assets and liabilities:
 
 
 
 
Accounts receivable
 
(12
)
 
(2,346
)
Inventories
 
16,805

 
3,338

Prepaid expenses and other current assets
 
(1,769
)
 
13,588

Accounts payable
 
6,170

 
(5,982
)
Accrued income taxes
 
144

 
(382
)
Other operating liabilities
 
(1,068
)
 
(13,790
)
Net cash provided by (used in) operating activities
 
71,667

 
32,365

Investing activities:
 
 

 
 

Capital expenditures
 
(25,617
)
 
(20,469
)
Acquisitions, net of cash received
 

 
(2,892
)
Change in restricted cash
 

 
1,802

Proceeds from sale of assets
 
19

 
971

Net cash provided by (used in) investing activities
 
(25,598
)
 
(20,588
)
Financing activities:
 
 

 
 

Proceeds from revolving line of credit
 
12,000

 
10,000

Payments of revolving line of credit
 
(12,000
)
 
(9,600
)
Deferred acquisition payments
 

 
(3,000
)
Proceeds from issuance of debt
 
2,314

 

Payments of long-term debt
 
(2,428
)
 
(481
)
Proceeds from exercise of stock options
 
1,133

 

Purchase of treasury stock
 
(1,144
)
 
(722
)
Net cash provided by (used in) financing activities
 
(125
)
 
(3,803
)
Net increase (decrease) in cash and cash equivalents
 
45,944

 
7,974

Effect of foreign currency fluctuations on cash
 
(1,174
)
 
668

Cash and cash equivalents at beginning of fiscal period
 
65,004

 
56,362

Cash and cash equivalents at end of fiscal period
 
$
109,774

 
$
65,004


5



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", “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 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 U.S. GAAP.
 
The following table provides a reconciliation from U.S. GAAP Gross margin to Non-U.S. GAAP Adjusted gross margin (amounts in thousands):
 
 
Quarters Ended
 
Fiscal Years Ended
 
March 31, 2017

December 31, 2016

March 31, 2016

March 31, 2017

March 31, 2016
 
 
 
(Unaudited)
 
 
 
 
Net sales
$
197,519


$
188,029


$
183,926


$
757,791


$
734,823

Cost of sales
147,680

 
140,692

 
141,913

 
571,679

 
571,543

Gross Margin (U.S. GAAP)
49,839


47,337


42,013


186,112


163,280

Gross margin as a % of net sales
25.2
%
 
25.2
%
 
22.8
%
 
24.6
%
 
22.2
%
Non-U.S. GAAP-adjustments:
 
 
 
 
 
 
 
 
 
Plant shut-down costs




141




372

Plant start-up costs




319


427


861

Stock-based compensation expense
391


308


278


1,384


1,418

Adjusted gross margin (non-GAAP)
$
50,230


$
47,645


$
42,751


$
187,923


$
165,931

Adjusted gross margin as a % of net sales
25.4
%

25.3
%

23.2
%

24.8
%

22.6
%
 

6



Adjusted Operating Income (Loss)

Adjusted operating income represents operating income (loss), excluding adjustments which are outlined in the quantitative reconciliation provided below. We use Adjusted operating income 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 believe that Adjusted operating income (loss) 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 (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
 
Fiscal Year Ended
 
 
March 31, 2017

December 31, 2016

March 31, 2016
 
March 31, 2017
 
March 31, 2016
 
 
(Unaudited)
Operating income (loss) (U.S. GAAP)
 
$
8,742


$
13,850


$
8,603

 
$
34,540

 
$
32,326

Adjustments:
 
 

 
 

 
 

 
 
 
 
ERP integration costs/IT transition costs
 
1,760


1,734


859

 
7,045

 
5,677

Stock-based compensation expense
 
1,249


1,139


1,013

 
4,720

 
4,774

Restructuring charges
 
1,087


(369
)

617

 
5,404

 
4,178

Legal expenses related to antitrust class actions
 
406

 
293

 
482

 
2,640


3,041

NEC TOKIN investment related expenses
 
497


204


265

 
1,101

 
900

Plant start-up costs
 




319

 
427

 
861

Net (gain) loss on sales and disposals of assets
 
85


132


608

 
392

 
375

Plant shut-down costs
 




141

 

 
372

Pension plan adjustment
 

 

 

 

 
312

Write down of long-lived assets
 
4,086





 
10,279

 

Adjusted operating income (loss) (non-GAAP)
 
$
17,912


$
16,983


$
12,907

 
$
66,548

 
$
52,816



Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share
 
“Adjusted net income (loss)” and “Adjusted net income (loss) per share” represent net income (loss) and net income (loss) per 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 and allows investors to monitor and understand changes in our ability to
generate income from ongoing business operations. Management uses these Non-U.S. GAAP financial measures to evaluate operating performance 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. 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.


7



The following table provides reconciliation from U.S. GAAP net income (loss) to Non-U.S. GAAP adjusted net income (loss):

U.S. GAAP to Non- U.S. GAAP Reconciliation
 
 
Quarters Ended
 
Fiscal Year Ended
 
 
March 31, 2017

December 31, 2016

March 31, 2016
 
March 31, 2017
 
March 31, 2016
 
 
(Unaudited, Amounts in thousands, except per share data)
U.S. GAAP
 
 

 
 

 
 

 
 
 
 
Net sales
 
$
197,519


$
188,029


$
183,926

 
$
757,791

 
$
734,823

Net income (loss)
 
$
52,914


$
12,278


$
(15,173
)
 
$
47,989

 
$
(53,629
)
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) per basic share
 
$
1.13

 
$
0.26

 
$
(0.33
)
 
$
1.03

 
$
(1.17
)
Net income (loss) per diluted share
 
$
0.93

 
$
0.22

 
$
(0.33
)
 
$
0.87

 
$
(1.17
)
Non-U.S. GAAP
 
 

 
 

 
 

 
 

 
 
Net income (loss) (U.S. GAAP)
 
52,914

 
12,278

 
(15,173
)
 
47,989

 
(53,629
)
Adjustments:
 
 
 
 
 
 
 
 
 
 
Change in value of NEC TOKIN options
 
(14,200
)
 
(6,900
)
 

 
(10,700
)
 
26,300

Equity (gain) loss from NEC TOKIN
 
(41,372
)
 
133

 
11,648

 
(41,643
)
 
16,406

Restructuring charges
 
1,087

 
(369
)
 
617

 
5,404

 
4,178

ERP integration costs/IT transition costs
 
1,760

 
1,734

 
859

 
7,045

 
5,677

Stock-based compensation
 
1,249

 
1,139

 
1,013

 
4,720

 
4,774

Legal expenses related to antitrust class actions
 
406

 
293

 
482

 
2,640

 
3,041

Net foreign exchange (gain) loss
 
1,507

 
(2,621
)
 
122

 
(3,758
)
 
(3,036
)
NEC TOKIN investment related expenses
 
497

 
204

 
265

 
1,101

 
900

Income tax effect of pension curtailment
 

 

 
155

 

 
875

Plant start-up costs
 

 

 
319

 
427

 
861

Amortization included in interest expense
 
200

 
183

 
210

 
761

 
859

(Gain) loss on sales and disposals of assets
 
85

 
132

 
608

 
392

 
375

Plant shut-down costs
 

 

 
141

 

 
372

Pension plan adjustment
 



 

 

 
312

Income tax effect of non-GAAP adjustments (1)
 
(374
)
 
(396
)
 
546

 
(741
)
 
652

Write down of long-lived assets
 
4,086

 

 

 
10,279

 

Adjusted net income (loss) (non-GAAP)
 
$
7,845

 
$
5,810

 
$
1,812

 
$
23,916

 
$
8,917

Adjusted net income (loss) per basic share (non-GAAP)
 
$
0.17

 
$
0.13

 
$
0.04

 
$
0.51

 
$
0.19

Adjusted net income (loss) per diluted share (non-GAAP)
 
$
0.14

 
$
0.11

 
$
0.04

 
$
0.43

 
$
0.17

Weighted average shares outstanding:
 


 


 


 
 
 
 
Basic
 
46,803

 
46,606

 
46,160

 
46,552

 
46,004

Diluted (2)
 
57,130

 
55,296

 
50,056

 
55,389

 
51,436

(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.
(2) Used to calculate adjusted net income (loss) per diluted share.

8



Adjusted EBITDA
 
Adjusted EBITDA represents net income (loss) before net interest expense, income tax expense, and depreciation and amortization expense, adjusted to exclude certain item which are outlined in the quantitative reconciliation provided below.  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 only supplementally.



















9



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

 
Fiscal Year 2017
 
Q1
Q2
Q3
Q4
Total
Net income (loss) (U.S. GAAP)
$
(12,205
)
$
(4,998
)
$
12,278

$
52,914

$
47,989

 
 
 
 
 
 
Adjustments:
 
 
 
 
 
Income tax expense (benefit)
1,800

830

1,810

(150
)
4,290

Interest expense, net
9,920

9,904

9,913

9,994

39,731

Depreciation and amortization
9,436

9,440

9,095

9,367

37,338

Change in value of NEC TOKIN options
12,000

(1,600
)
(6,900
)
(14,200
)
(10,700
)
Equity (gain) loss from NEC TOKIN
(223
)
(181
)
133

(41,372
)
(41,643
)
ERP integration costs/IT transition costs
1,768

1,783

1,734

1,760

7,045

Stock-based compensation
1,228

1,104

1,139

1,249

4,720

Restructuring charges
688

3,998

(369
)
1,087

5,404

Legal expenses related to antitrust class actions
1,175

766

293

406

2,640

Net foreign exchange (gain) loss
(1,920
)
(724
)
(2,621
)
1,507

(3,758
)
NEC TOKIN investment-related expenses
206

194

204

497

1,101

Plant start-up costs
308

119



427

(Gain) loss on sales and disposals of assets
91

84

132

85

392

Write down of long lived assets

6,193


4,086

10,279

Adjusted EBITDA (non-GAAP)
$
24,272

$
26,912

$
26,841

$
27,230

$
105,255

 
 
 
 
 
 
 
Fiscal Year 2016
 
Q1
Q2
Q3
Q4
Total
Net income (loss) (U.S. GAAP)
$
(37,050
)
$
7,194

$
(8,600
)
$
(15,173
)
$
(53,629
)
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
Income tax expense (benefit)
(248
)
1,438

2,760

2,056

6,006

Interest expense, net
10,010

9,808

9,848

9,925

39,591

Depreciation and amortization
9,917

9,265

9,674

10,160

39,016

Change in value of NEC TOKIN options
29,200

(2,200
)
(700
)

26,300

Equity (gain) loss from NEC TOKIN
(1,585
)
(162
)
6,505

11,648

16,406

ERP integration costs/IT transition costs
4,369

282

167

859

5,677

Stock-based compensation
1,279

1,328

1,154

1,013

4,774

Restructuring charges
1,824

23

1,714

617

4,178

Legal expenses related to antitrust class actions
718

541

1,300

482

3,041

Net foreign exchange (gain) loss
1,049

(3,171
)
(1,036
)
122

(3,036
)
NEC TOKIN investment-related expenses
224

186

225

265

900

Plant start-up costs
195

187

160

319

861

(Gain) loss on sales and disposals of assets
(58
)
(304
)
129

608

375

Plant shut-down costs


231

141

372

Pension plan adjustment
312




312

Adjusted EBITDA (non-GAAP)
$
20,156

$
24,415

$
23,531

$
23,042

$
91,144


10