EX-99.1 2 fy2020q2ex991earningsr.htm EXHIBIT 99.1 Exhibit
News Release
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Exhibit 99.1

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 ANNOUNCES SECOND QUARTER RESULTS
Second Quarter Highlights
Net sales of $327.4 million within the upper range of management's guidance
GAAP Gross margin of 34.7% up 220 basis points versus same quarter last year
GAAP EPS net loss of $0.26 per diluted share driven by one-time items
Non-GAAP Adjusted EPS of $0.66 per diluted share
GAAP operating margin of 15.0% and non-GAAP Adjusted operating margin of 18.4%
Fort Lauderdale, Florida (November 11, 2019) - KEMET Corporation (“KEMET” or the “Company”) (NYSE: KEM), a leading global supplier of passive electronic components, today reported results for its second fiscal quarter ended September 30, 2019.
Chief Executive Officer, William M. Lowe Jr. stated, “Sales of our high capacitance large case ceramics in our Ceramics product line remains robust, insulating us somewhat from the general slow-down in the electronics industry. We also maintained during the second quarter our overall non-GAAP adjusted gross margin at 35.0% and our adjusted EBITDA margin at 22.9%, reinforcing our past statements that the many operational changes we have made over the years are embedded in our margin structure. As we look forward to the rest of our fiscal year, we expect adjusting inventory levels in the distribution channel, a slowdown in the automotive segment, and Europe from a geographical sense, to apply downward pressure on sales. As a result, we expect revenue to decline in the range of 8.0% to 13.0% in our third quarter from the current second quarter, however; non-GAAP adjusted gross margin is expected to remain at a historical high ranging from 30.0% to 32.5% next quarter.”
For the three-month and six-month periods ended September 30, 2019, net sales were $327.4 million and $672.6 million, respectively, compared to $349.2 million and $676.8 million, respectively, for the same period last year. Sales were essentially flat for the first six months of the current fiscal year compared to the prior year with a slight decline in the current quarter reflecting a slow-down in the general electronics industry and extended inventory levels in the distribution channel of certain products, but offset by continued strong demand for large case size ceramics. The Ceramics product line revenue was up 24.1% over the same quarter last year.
GAAP operating margin for the quarter ended September 30, 2019 increased slightly to 15.0% compared to 14.3% for the quarter ended September 30, 2018. Non-GAAP adjusted operating margin for the quarter ended September 30, 2019 increased slightly to 18.4% compared to 17.0% for the quarter ended September 30, 2018. Cash on the balance sheet was $192.7 million at September 30, 2019.
Non-GAAP adjusted net income was $39.3 million or $0.66 per diluted share for the quarter ended September 30, 2019, compared to non-GAAP adjusted net income of $50.8 million or $0.86 per diluted share for the quarter ended September 30, 2018.




The Company recorded a charge related to antitrust settlements of $63.1 million during the quarter which gave rise to a GAAP net loss of $15.3 million or $0.26 per diluted share for the quarter ended September 30, 2019, compared to GAAP net income of $37.1 million or $0.63 per diluted share for the quarter ended September 30, 2018.
Net income for the quarters ended September 30, 2019, June 30, 2019, and September 30, 2018 include various items affecting comparability as denoted in the GAAP to non-GAAP reconciliation table included hereafter.
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 gross margin, adjusted operating margin, adjusted earnings per share, and adjusted EBITDA margin. Definitions of our non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measures are included in the financial schedules accompanying this news release.
The Company also has presented non-GAAP adjusted gross margin as projected for the third quarter of fiscal year 2020. A reconciliation of GAAP to non-GAAP adjusted gross margin guidance is not provided because the Company does not forecast GAAP gross margin as it cannot, without unreasonable effort, estimate or predict with certainty various components of such measure. 
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.  
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) failure to maintain effective internal controls over financial reporting; (xxii) 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; (xxiii) economic and demographic experience for pension and other post-retirement benefit plans could be less favorable than our assumptions; (xxiv) fluctuation in distributor sales could adversely affect our results of operations; (xxv) earthquakes and other natural disasters could disrupt our operations and have a material adverse effect on our financial condition and results of operations; and (xxvi) volatility in our stock price.

3



KEMET CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Amounts in thousands, except per share data)
(Unaudited)

 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
 
2019
 
2018
 
2019
 
2018
Net sales
$
327,397

 
$
349,233

 
$
672,639

 
$
676,849

Operating costs and expenses:
 

 
 

 
 

 
 

Cost of sales
213,727

 
235,668

 
437,341

 
468,463

Selling, general and administrative expenses
49,327

 
52,258

 
97,212

 
100,800

Research and development
12,274

 
10,995

 
24,449

 
21,683

Restructuring charges
2,920

 

 
5,128

 
(96
)
(Gain) loss on write down and disposal of long-lived assets
59

 
312

 
1,019

 
823

Total operating costs and expenses
278,307

 
299,233

 
565,149

 
591,673

Operating income
49,090

 
50,000

 
107,490

 
85,176

Non-operating (income) expense
 

 
 

 
 
 
 
Interest income
(812
)
 
(375
)
 
(1,621
)
 
(753
)
Interest expense
2,751

 
7,287

 
5,296

 
14,323

Antitrust class action settlements and regulatory costs
63,098

 
4,320

 
63,098

 
4,282

Other (income) expense, net 
(1,915
)
 
(309
)
 
(2,641
)
 
(11,642
)
Income (loss) before income taxes and equity income (loss) from equity method investments
(14,032
)
 
39,077

 
43,358

 
78,966

Income tax expense
1,700

 
2,000

 
18,500

 
6,600

Income (loss) before equity income (loss) from equity method investments
(15,732
)
 
37,077

 
24,858

 
72,366

Equity income (loss) from equity method investments
472

 
64

 
222

 
(5
)
Net income (loss)
$
(15,260
)
 
$
37,141

 
$
25,080

 
$
72,361

 
 
 
 
 
 
 
 
Net income (loss) per basic share
$
(0.26
)
 
$
0.64

 
$
0.43

 
$
1.26

Net income (loss) per diluted share
$
(0.26
)
 
$
0.63

 
$
0.42

 
$
1.22

 
 
 
 
 
 
 
 
Weighted-average shares outstanding:
 

 
 

 
 
 
 
Basic
58,528

 
57,799

 
58,440

 
57,570

Diluted
58,528

 
59,197

 
59,175

 
59,119





4



KEMET CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Amounts in thousands, except per share data)
(Unaudited)
 
 
September 30, 2019
 
March 31, 2019
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
192,702

 
$
207,918

Accounts receivable, net
163,398

 
154,059

Inventories, net
268,220

 
241,129

Prepaid expenses and other current assets
48,571

 
38,947

Total current assets  
672,891

 
642,053

Property, plant and equipment, net of accumulated depreciation of $891,155 and $880,451 as of September 30, 2019 and March 31, 2019, respectively
527,887

 
495,280

Goodwill
40,294

 
40,294

Intangible assets, net
56,358

 
53,749

Equity method investments
13,673

 
12,925

Deferred income taxes 
45,027

 
57,024

Other assets
45,595

 
16,770

Total assets 
$
1,401,725

 
$
1,318,095

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Current portion of long-term debt
$
29,164

 
$
28,430

Accounts payable
137,263

 
153,287

Accrued expenses
143,977

 
93,761

Income taxes payable
2,265

 
2,995

Total current liabilities
312,669

 
278,473

Long-term debt
276,429

 
266,041

Other non-current obligations
148,835

 
125,360

Deferred income taxes
12,875

 
8,806

Total liabilities
750,808

 
678,680

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 58,067 and 57,822 shares at September 30, 2019 and March 31, 2019, respectively
581

 
578

Additional paid-in capital
470,937

 
465,366

Retained earnings
223,472

 
204,195

Accumulated other comprehensive income (loss)
(44,073
)
 
(30,724
)
Total stockholders’ equity
650,917

 
639,415

Total liabilities and stockholders’ equity  
$
1,401,725

 
$
1,318,095


 

5



KEMET CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
 
Six months ended September 30,
Operating Activities:
2019
 
2018
Net income
$
25,080

 
$
72,361

Adjustments to reconcile net income to net cash provided by (used in) operating activities, net of effect of acquisitions:
 

 
 

Depreciation and amortization
29,376

 
25,642

Equity (income) loss from equity method investments
(222
)
 
5

Non-cash debt and financing costs
1,914

 
635

Stock-based compensation expense
6,871

 
8,477

(Gain) loss on write down and disposal of long-lived assets
1,019

 
823

Pension and other post-retirement benefits
2,663

 
2,549

Change in deferred income taxes
16,505

 
578

Change in operating assets
(46,220
)
 
(19,956
)
Change in operating liabilities
15,212

 
(58,049
)
Other
(528
)
 
(66
)
Net cash provided by (used in) operating activities
51,670

 
32,999

Investing activities:
 

 
 

Capital expenditures
(73,351
)
 
(40,478
)
Net investment hedge settlement
4,536

 

Acquisitions, net of cash received
(1,294
)
 

Proceeds from dividend 
433

 
776

Contributions to equity method investments
(2,000
)
 
(1,000
)
Net cash provided by (used in) investing activities
(71,676
)
 
(40,702
)
Financing activities:
 

 
 

Payments of long-term debt
(13,149
)
 
(8,625
)
Proceeds from long term debt
21,540

 
510

Proceeds from termination of derivative instruments
6,476

 

Cash flow hedge settlement
(2,839
)
 

Principal payments on finance leases
(745
)
 

Proceeds from exercise of stock options
118

 
471

Payment of dividends
(5,803
)
 

Net cash provided by (used in) financing activities
5,598

 
(7,644
)
Net increase (decrease) in cash, cash equivalents and restricted cash
(14,408
)
 
(15,347
)
Effect of foreign currency fluctuations on cash, cash equivalents and restricted cash
(252
)
 
(8,452
)
Cash, cash equivalents, and restricted cash, at beginning of fiscal period
207,918

 
286,846

Cash, cash equivalents, and restricted cash, at end of fiscal period
193,258

 
263,047

Less: Restricted cash at end of period
556

 

Cash and cash equivalents at end of period
$
192,702

 
$
263,047



6



Non-GAAP Financial Measures
The Company utilizes certain Non-GAAP financial measures, including “Adjusted gross margin,” “Adjusted SG&A expenses,” “Adjusted operating income,” “Adjusted net income,” “Adjusted net income per basic and diluted share,” “EBITDA,” and “Adjusted EBITDA,” and certain related ratios. 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 non-GAAP Adjusted gross margin to GAAP gross margin, the most directly comparable GAAP measure (amounts in thousands, except percentages):
 
Quarters Ended
 
(Unaudited)
 
September 30, 2019
 
June 30, 2019
 
September 30, 2018
Net sales
$
327,397

 
$
345,242

 
$
349,233

Cost of sales
213,727

 
223,614

 
235,668

Gross margin (GAAP)
113,670

 
121,628

 
113,565

Gross margin as a % of net sales
34.7
%
 
35.2
%
 
32.5
%
Non-GAAP adjustments:
 
 
 
 
 
Stock-based compensation expense
982

 
874

 
686

Plant start-up costs
(34
)
 
34

 
1,361

Adjusted gross margin (non-GAAP)
$
114,618

 
$
122,536

 
$
115,612

Adjusted gross margin (non-GAAP) as a % of net sales
35.0
%
 
35.5
%
 
33.1
%
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 items 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.

7



The following table provides a reconciliation from non-GAAP Adjusted SG&A expenses to GAAP SG&A expenses, the most directly comparable GAAP measure (amounts in thousands):
 
Quarters Ended
 
(Unaudited)
 
September 30, 2019
 
June 30, 2019
 
September 30, 2018
SG&A expenses (GAAP)
$
49,327

 
$
47,885

 
$
52,258

Non-GAAP adjustments:
 
 
 
 
 
ERP integration costs/IT transition costs
1,508

 
1,215

 
1,593

Stock-based compensation expense
3,047

 
1,735

 
3,647

Legal expenses related to antitrust class actions
2,528

 
2,559

 
1,740

Contingent consideration fair value adjustment
32

 

 

Adjusted SG&A expenses (non-GAAP)
$
42,212

 
$
42,376

 
$
45,278

Adjusted Operating Income
Adjusted operating income represents operating income, 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 believes that Adjusted operating income is useful to investors to provide 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.
The following table provides a reconciliation from non-GAAP Adjusted operating income to GAAP operating income, the most directly comparable GAAP measure (amounts in thousands, except percentages):
 
Quarters Ended
 
(Unaudited)
 
September 30, 2019
 
June 30, 2019
 
September 30, 2018
Net Sales
$
327,397

 
$
345,242

 
$
349,233

 
 
 
 
 
 
Operating income (GAAP)
$
49,090

 
$
58,400

 
$
50,000

Operating margin as a % of net sales
15.0
%
 
16.9
%
 
14.3
%
Non-GAAP adjustments:
 

 
 

 
 

Restructuring charges
2,920

 
2,208

 

ERP integration/IT transition costs
1,508

 
1,215

 
1,593

Stock-based compensation expense
4,146

 
2,725

 
4,417

Legal expenses related to antitrust class actions
2,528

 
2,559

 
1,740

Plant start-up costs
(34
)
 
34

 
1,361

(Gain) loss on write down and disposal of long-lived assets
59

 
960

 
312

Contingent consideration fair value adjustment
32

 

 

Adjusted operating income (non-GAAP)
$
60,249

 
$
68,101

 
$
59,423

Adjusted operating margin (non-GAAP) as a % of net sales
18.4
%
 
19.7
%
 
17.0
%
Adjusted Net Income and Adjusted Net Income Per Share
“Adjusted net income” and “Adjusted net income 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

8



provided below. The Company believes that these non-GAAP financial measures are useful to investors because they provide a supplemental way to understand the underlying operating performance of the Company and allow 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 below 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.
The following table provides a reconciliation from non-GAAP Adjusted net income and Adjusted net income per basic and diluted share to GAAP net income (loss) and GAAP net income (loss) per basic and diluted share, the most directly comparable GAAP measures (amounts in thousands, except per share data):
 
Quarters Ended
 
(Unaudited)
 
September 30, 2019
 
June 30, 2019
 
September 30, 2018
GAAP
 
Net sales
$
327,397

 
$
345,242

 
$
349,233

Net income (loss)
$
(15,260
)
 
$
40,340

 
$
37,141

 
 
 
 
 
 
Net income (loss) per basic share
$
(0.26
)
 
$
0.69

 
$
0.64

Net income (loss) per diluted share
$
(0.26
)
 
$
0.68

 
$
0.63

 
 
 
 
 
 
Non-GAAP
 

 
 

 
 

Net income (loss) (GAAP)
$
(15,260
)
 
$
40,340

 
$
37,141

Non-GAAP adjustments:
 
 
 
 
 
Restructuring charges
2,920

 
2,208

 

R&D grant reimbursements and grant income
19

 
(35
)
 

ERP integration/IT transition costs
1,508

 
1,215

 
1,593

Stock-based compensation expense
4,146

 
2,725

 
4,417

Settlements, regulatory costs, and legal expenses related to antitrust class actions
65,626

 
2,559

 
6,060

Net foreign exchange (gain) loss
(2,297
)
 
(489
)
 
193

Equity (income) loss from equity method investments
(472
)
 
250

 
(64
)
Plant start-up costs
(34
)
 
34

 
1,361

(Gain) loss on write down and disposal of long-lived assets
59

 
960

 
312

Income tax effect of non-GAAP adjustments
(16,958
)
 
(1,568
)
 
(164
)
Contingent consideration fair value adjustment
32

 

 

Adjusted net income (non-GAAP)
$
39,289

 
$
48,199

 
$
50,849

Adjusted net income per basic share (non-GAAP)
$
0.67

 
$
0.83

 
$
0.88

Adjusted net income per diluted share (non-GAAP)
$
0.66

 
$
0.82

 
$
0.86

Weighted average shares outstanding:
 
 
 
 
 
Weighted average shares-basic
58,528

 
58,350

 
57,799

Weighted average shares-diluted (1)
59,271

 
59,055

 
59,197

_________________
(1) For the quarter ended September 30, 2019, diluted shares were used to compute Adjusted net income per diluted share (non-GAAP).

9



EBITDA and Adjusted EBITDA
EBITDA represents net income before income tax expense, interest expense, net, and depreciation and amortization expense. We present EBITDA as a supplemental measure of our ability to service debt. We believe 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; and depreciation and amortization are non-cash charges.
We also present Adjusted EBITDA, which is EBITDA excluding adjustments that are outlined in the following quantitative reconciliation provided, as a supplemental measure of our performance and because we believe this measure is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. The items excluded from 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 the significant interest expense or the cash requirements necessary to service interest or principal payments 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.

10



The following table provides a reconciliation from EBITDA, non-GAAP Adjusted EBITDA, and non-GAAP Adjusted EBITDA Margin to GAAP net income, the most directly comparable GAAP measure (amounts in thousands, except percentages):
 
Quarters Ended
 
(Unaudited)
 
September 30, 2019
 
June 30, 2019
 
September 30, 2018
Net sales
$
327,397

 
$
345,242

 
$
349,233

 
 
 
 
 
 
Net income (loss) (GAAP)
$
(15,260
)
 
$
40,340

 
$
37,141

Net income (loss) margin as a % of net sales
(4.7
)%
 
11.7
%
 
10.6
%
Non-GAAP adjustments:
 
 
 
 
 
Interest expense, net
1,939

 
1,736

 
6,912

Income tax expense
1,700

 
16,800

 
2,000

Depreciation and amortization
15,117

 
14,259

 
12,545

EBITDA (non-GAAP)
3,496

 
73,135

 
58,598

Excluding the following items:
 
 
 
 
 
Restructuring charges
2,920

 
2,208

 

R&D grant reimbursements and grant income
19

 
(35
)
 

ERP integration/IT transition costs
1,508

 
1,215

 
1,593

Stock-based compensation expense
4,146

 
2,725

 
4,417

Settlements, regulatory costs, and legal expenses related to antitrust class actions
65,626

 
2,559

 
6,060

Net foreign exchange (gain) loss
(2,297
)
 
(489
)
 
193

Equity (income) loss from equity method investments
(472
)
 
250

 
(64
)
Plant start-up costs
(34
)
 
34

 
1,361

(Gain) loss on write down and disposal of long-lived assets
59

 
960

 
312

Contingent consideration fair value adjustment
32

 

 

Adjusted EBITDA (non-GAAP) 
$
75,003

 
$
82,562

 
$
72,470

Adjusted EBITDA margin (non-GAAP) as a % of net sales
22.9
 %
 
23.9
%
 
20.8
%



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