8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 14, 2020

KEMET Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-15491	57-0923789
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

KEMET Tower, One East Broward Blvd., Fort Lauderdale, Florida 33301

(Address of principal executive offices, zip code) 

(954) 766-2800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, par value $0.01	KEM	New York Stock Exchange

-------------------------------------------------------------

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On May 14, 2020, KEMET Corporation (the “Company”) issued a News Release announcing the preliminary consolidated results for the fourth fiscal quarter and fiscal year ended March 31, 2020.

A copy of this News Release is furnished as Exhibit 99.1 to this Form 8-K.

Item 7.01 Regulation FD Disclosure

On May 14, 2020, the Company will host a conference call to discuss financial results for its fourth fiscal quarter and fiscal year ended March 31, 2020.  The slide package prepared for use by executive management for this presentation is attached hereto as Exhibit 99.2.  All of the information in the presentation is presented as of May 14, 2020, and the Company does not assume any obligation to update such information in the future.

The information included in this Form 8-K, as well as the exhibits referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(a.)                              Not Applicable

(b.)                              Not Applicable

(c.)                               Not Applicable

(d.)                              Exhibits

Exhibit No.	Description of Exhibit
99.1	News Release, dated May 14, 2020 issued by the Company.
99.2	Slide Package prepared for use in connection with the Company’s fourth fiscal quarter and fiscal year earnings conference call to be held on May 14, 2020.
104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

Signature

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:	May 14, 2020	KEMET Corporation
		/s/ GREGORY C. THOMPSON
		Gregory C. Thompson
		Executive Vice President and
		Chief Financial Officer

EX-99.1

News Release

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 FOURTH QUARTER AND FISCAL YEAR RESULTS

Fort Lauderdale, Florida (May 14, 2020) - 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, 2020.

Fourth Quarter Highlights

• Net sales of $293.2 million

• GAAP gross margin of 31.4% and non-GAAP adjusted gross margin of 31.9%

• GAAP EPS net loss of $0.01 per diluted share

• Non-GAAP adjusted EPS of $0.37 per diluted share

Full Year Highlights

• Net sales of $1.26 billion

• GAAP gross margin of 33.4% and non-GAAP adjusted gross margin of 33.7%

• GAAP EPS of $0.70 per diluted share

• Non-GAAP adjusted EPS of $2.31 per diluted share

“During these unprecedented times, our number one priority remains the safety and well-being of our employees, their families, and the communities in which we operate. I am proud of our colleagues around the world who have worked together to quickly implement COVID-19 prevention actions sooner than required by federal or local governments to keep our employees safe and our facilities operating while continuing to serve critical infrastructure customers who need our products,” stated William M. Lowe Jr., KEMET’s Chief Executive Officer. “Despite COVID-19’s global impact, I am pleased to report that KEMET's fourth quarter results exceeded our revenue guidance, as we finished the quarter with $293.2 million in revenue and with non-GAAP adjusted gross margin and adjusted EBITDA margin of 31.9% and 18.5% respectively. This reinforces the fact that the structural changes we have made in our operations are firmly ingrained in our margin structure. While estimating the full impact the global COVID-19 pandemic will have on our upcoming fiscal year remains very challenging, we continue to believe at this time that our robust financial position will see us through the storm and position us well for long term growth. We now expect our combination with Yageo to close this summer,” continued Lowe.

For the quarter and fiscal year ended March 31, 2020, net sales were $293.2 million and $1.26 billion, respectively, compared to $355.8 million and $1.38 billion, respectively, for the same period last year.

GAAP gross margin for the quarter ended March 31, 2020 was 31.4% compared to 35.5% for the quarter ended March 31, 2019. Non-GAAP adjusted gross margin for the quarter ended March 31, 2020 was 31.9% compared to 34.8% for the quarter ended March 31, 2019.

GAAP gross margin for the fiscal year ended March 31, 2020 was 33.4% compared to 33.2% for the fiscal year ended March 31, 2019. Non-GAAP adjusted gross margin for the fiscal year ended March 31, 2020 was 33.7% compared to 33.3% for the fiscal year ended March 31, 2019.

GAAP net loss was $0.3 million or $0.01 per diluted share for the quarter ended March 31, 2020, compared to GAAP net income of $93.4 million or $1.58 per diluted share for the quarter ended March 31, 2019.

GAAP net income was $41.4 million or $0.70 per diluted share for the fiscal year ended March 31, 2020, compared to GAAP net income of $206.6 million or $3.50 per diluted share for the fiscal year ended March 31, 2019.

GAAP net income (loss) for the quarter and fiscal year ended March 31, 2020 included $17.6 million and $19.7 million in losses related to the write down of long-lived assets. GAAP net income for the quarter and fiscal year 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 was a result of the significant improvements in our profitability of the past several years and the expectation of continued profitability in the future.

Non-GAAP adjusted net income was $22.2 million or $0.37 per diluted share for the quarter ended March 31, 2020, compared to non-GAAP adjusted net income of $61.4 million or $1.04 per diluted share for the quarter ended March 31, 2019.

Non-GAAP adjusted net income was $137.3 million or $2.31 per diluted share for the fiscal year ended March 31, 2020, compared to non-GAAP adjusted net income of $207.1 million or $3.51 per diluted share for the fiscal year ended March 31, 2019.

Net income for the quarter and fiscal year ended March 31, 2020, December 31, 2019, and March 31, 2019, 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 net income, 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.

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) the failure to complete the merger with Yageo Corporation (the “Merger”) and the effects such failure would have on the Company's financial condition and results of operations, (ii) certain business uncertainties and contractual restrictions related to the pendency of the Merger, (iii) our inability to pursue alternatives to the Merger during the pendency of the Merger, (iv) 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; (v) an increase in the cost or a decrease in the availability of our principal or single-sourced purchased raw materials; (vi) changes in the competitive environment; (vii) uncertainty of the timing of customer product qualifications in heavily regulated industries; (viii) economic, political, or regulatory changes in the countries in which we operate; (ix) difficulties, delays, or unexpected costs in completing the Company’s restructuring plans; (x) 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; (xi) our business could be negatively impacted by increased regulatory scrutiny and litigation; (xii) difficulties associated with retaining, attracting, and training effective employees and management; (xiii) the need to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (xiv) exposure to claims alleging product defects; (xv) the impact of laws and regulations that apply to our business, including those relating to environmental matters, data protection, cyber security and privacy; (xvi) the impact of international laws relating to trade, export controls and foreign corrupt practices; (xvii) 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; (xviii) volatility of financial and credit markets affecting our access to capital; (xix) default or failure of one or more of our counterparty financial institutions could cause us to incur significant losses; (xx) the need to reduce the total costs of our products to remain competitive; (xxi) potential limitation on the use of net operating losses to offset possible future taxable income; (xxii) restrictions in our debt agreements that could limit our flexibility in operating our business; (xxiii) failure to maintain effective internal controls over financial reporting; (xxiv) 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; (xxv) economic and demographic experience for pension and other post-retirement benefit plans could be less favorable than our assumptions; (xxvi) fluctuation in distributor sales could adversely affect our results of operations; (xxvii) earthquakes, natural disasters, and climate change could disrupt our operations and have a material adverse effect on our financial condition and results of operations; (xxviii) global health epidemics such as the coronavirus could materially affect our business, financial condition, and results of operations; and (xxix) volatility in our stock price.

3

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,
	2020			2019			2020			2019
Net sales	$	293,174		$	355,794		$	1,260,554		$	1,382,818
Operating costs and expenses:
Cost of sales	201,165			229,388			840,066			924,276
Selling, general and administrative expenses	47,523			53,571			194,766			202,642
Research and development	12,191			11,572			49,264			44,612
Restructuring charges	2,952			7,157			8,882			8,779
Loss on write down of long-lived assets	17,615			49			19,710			1,660
Total operating costs and expenses	281,446			301,737			1,112,688			1,181,969
Operating income	11,728			54,057			147,866			200,849
Non-operating (income) expense:
Interest income	(800		)	(710		)	(3,325		)	(2,035		)
Interest expense	2,922			2,436			11,021			21,239
Antitrust class action settlements and regulatory costs	—			2,138			64,695			6,701
Other (income) expense, net	(4,806		)	2,430			(4,356		)	4,513
Income before income taxes and equity income (loss) from equity method investments	14,412			47,763			79,831			170,431
Income tax expense (benefit)	14,626			(48,660		)	38,526			(39,460		)
Income before equity income (loss) from equity method investments	(214		)	96,423			41,305			209,891
Equity income (loss) from equity method investments	(87		)	(3,003		)	76			(3,304		)
Net income (loss)	$	(301	)	$	93,420		$	41,381		$	206,587
Net income (loss) per basic share	$	(0.01	)	$	1.60		$	0.71		$	3.57
Net income (loss) per diluted share	$	(0.01	)	$	1.58		$	0.70		$	3.50
Weighted-average shares outstanding:
Basic	58,774			58,233			58,574			57,840
Diluted	58,774			58,975			59,415			59,082

4

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(Amounts in thousands, except per share data)

(Unaudited)

	March 31, 2020			March 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	222,399		$	207,918
Accounts receivable, net	144,743			154,059
Inventories, net	243,210			241,129
Prepaid expenses and other current assets	36,143			38,947
Total current assets	646,495			642,053
Property, plant and equipment, net	552,636			495,280
Goodwill	41,210			40,294
Intangible assets, net	52,713			53,749
Equity method investments	16,593			12,925
Deferred income taxes	39,750			57,024
Other assets	42,226			16,770
Total assets	$	1,391,623		$	1,318,095
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	29,111		$	28,430
Accounts payable	103,201			153,287
Accrued expenses	167,622			93,761
Income taxes payable	2,778			2,995
Total current liabilities	302,712			278,473
Long-term debt	235,673			254,771
Other non-current obligations	191,918			136,630
Deferred income taxes	14,058			8,806
Total liabilities	744,361			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 58,273 and 57,822 shares at March 31, 2020 and 2019, respectively	583			578
Additional paid-in capital	474,488			465,366
Retained earnings	239,773			204,195
Accumulated other comprehensive income (loss)	(67,582		)	(30,724		)
Total stockholders’ equity	647,262			639,415
Total liabilities and stockholders’ equity	$	1,391,623		$	1,318,095

5

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	Fiscal Years Ended March 31,
	2020			2019
Operating activities
Net income	$	41,381		$	206,587
Adjustments to reconcile net income to net cash provided by (used in) operating activities, net of effect of acquisitions:
Depreciation and amortization	62,819			52,628
Equity (income) loss from equity method investments	(76		)	3,304
Non-cash debt and financing costs	4,173			1,872
Loss on early extinguishment of debt	—			15,946
Stock-based compensation expense	12,084			12,866
Pension and other post-retirement benefits	6,816			4,938
Change in deferred income taxes	25,804			(49,757		)
Loss on write down of long-lived assets	19,710			1,660
Other, net	270			(285		)
Changes in assets and liabilities, net of the effect of acquisitions:
Accounts receivable	5,727			(8,910		)
Inventories	(3,594		)	(42,806		)
Prepaid expenses and other assets	3,962			(4,381		)
Accounts payable	(41,442		)	7,650
Accrued income taxes	(236		)	1,046
Other operating liabilities	21,458			(70,627		)
Net cash provided by (used in) operating activities	158,856			131,731
Investing activities:
Capital expenditures	(146,331		)	(146,056		)
Contributions to equity method investments	(5,000		)	(4,000		)
Proceeds from dividend	433			776
Acquisitions, net of cash received	(1,294		)	—
Proceeds from sale of assets	—			2,268
Net investment hedge settlement	8,879			—
Net cash provided by (used in) investing activities	(143,313		)	(147,012		)

6

Consolidated Statements of Cash Flows (Unaudited) (Continued)

	Fiscal Years Ended March 31,
	2020			2019
Financing activities:
Proceeds from issuance of debt	—			284,924
Payments of long-term debt	(26,862		)	(344,461		)
Customer advances related to customer capacity agreements	43,095			13,412
Proceeds from termination of derivative instruments	6,476			—
Early extinguishment of debt costs	—			(3,234		)
Debt issuance costs	—			(2,021		)
Cash flow hedge settlement	(6,972		)	—
Principal payments on finance leases	(1,447		)	—
Proceeds from exercise of stock options	327			485
Proceeds from exercise of stock warrants	—			—
Payment of dividends	(5,803		)	(5,762		)
Net cash provided by (used in) financing activities	8,814			(56,657		)
Net increase (decrease) in cash and cash equivalents	24,357			(71,938		)
Effect of foreign currency fluctuations on cash	(1,812		)	(6,990		)
Cash, cash equivalents, and restricted cash at beginning of fiscal year	207,918			286,846
Cash, cash equivalents, and restricted cash at end of fiscal year	230,463			207,918
Less: Restricted cash at end of year	8,064			—
Cash and cash equivalents at end of year	$	222,399		$	207,918

7

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									Fiscal Years Ended
	(Unaudited)
	March 31, 2020			December 31, 2019			March 31, 2019			March 31, 2020			March 31, 2019
Net sales	$	293,174		$	294,741		$	355,794		$	1,260,554		$	1,382,818
Cost of sales	201,165			201,560			229,388			840,066			924,276
Gross Margin (GAAP)	92,009			93,181			126,406			420,488			458,542
Gross margin as a % of net sales	31.4		%	31.6		%	35.5		%	33.4		%	33.2		%
Non-GAAP adjustments:
Plant start-up costs	233			136			(3,346		)	369			(927		)
Stock-based compensation expense	1,195			792			815			3,843			2,756
Adjusted gross margin (non-GAAP)	$	93,437		$	94,109		$	123,875		$	424,700		$	460,371
Adjusted gross margin as a % of net sales	31.9		%	31.9		%	34.8		%	33.7		%	33.3		%

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.

8

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							Fiscal Years Ended
	(Unaudited)
	March 31, 2020		December 31, 2019			March 31, 2019		March 31, 2020		March 31, 2019
SG&A expenses (GAAP)	$	47,523	$	50,031		$	53,571	$	194,766	$	202,642
Non-GAAP adjustments:
ERP integration costs/IT transition costs	1,530		2,029			3,117		6,282		8,813
Stock-based compensation expense	1,500		1,521			1,935		7,803		9,751
Legal expenses related to antitrust class actions	396		(29		)	901		5,454		5,195
Merger related expenses	1,836		5,283			—		7,119		—
Contingent consideration fair value adjustment	62		33			—		127		—
Adjusted SG&A expenses (non-GAAP)	$	42,199	$	41,194		$	47,618	$	167,981	$	178,883

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									Fiscal Year Ended
	(Unaudited)
	March 31, 2020			December 31, 2019			March 31, 2019			March 31, 2020			March 31, 2019
Net sales	$	293,174		$	294,741		$	355,794		$	1,260,554		$	1,382,818
Operating income (GAAP)	$	11,728		$	28,648		$	54,057		$	147,866		$	200,849
Operating margin as a % of net sales	4.0		%	9.7		%	15.2		%	11.7		%	14.5		%
Non-GAAP adjustments:
Loss on write down of long-lived assets	17,615			1,076			49			19,710			1,660
ERP integration costs/IT transition costs	1,530			2,029			3,117			6,282			8,813
Stock-based compensation expense	2,826			2,387			2,855			12,084			12,866
Restructuring charges	2,952			802			7,157			8,882			8,779
Legal expenses related to antitrust class actions	396			(29		)	901			5,454			5,195
Plant start-up costs	233			136			(3,346		)	369			(927		)
Merger related expenses	1,836			5,283			—			7,119			—
Contingent consideration fair value adjustment	62			33			—			127			—
Adjusted operating income (non-GAAP)	$	39,178		$	40,365		$	64,790		$	207,893		$	237,235
Adjusted operating margin (non-GAAP) as a % of net sales	13.4		%	13.7		%	18.2		%	16.5		%	17.2		%

9

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 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 (loss), operating income or any other performance measures derived in accordance with GAAP.

10

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									Fiscal Year Ended
	(Unaudited)
	March 31, 2020			December 31, 2019			March 31, 2019			March 31, 2020			March 31, 2019
GAAP
Net sales	$	293,174		$	294,741		$	355,794		$	1,260,554		$	1,382,818
Net income (loss)	$	(301	)	$	16,602		$	93,420		$	41,381		$	206,587
Net income (loss) per basic share	$	(0.01	)	$	0.28		$	1.60		$	0.71		$	3.57
Net income (loss) per diluted share	$	(0.01	)	$	0.28		$	1.58		$	0.70		$	3.50
Non-GAAP
Net income (loss) (GAAP)	(301		)	16,602			93,420			41,381			206,587
Non-GAAP adjustments:
Equity (income) loss from equity method investments	87			59			3,003			(76		)	3,304
Loss on write down of long-lived assets	17,615			1,076			49			19,710			1,660
Restructuring charges	2,952			802			7,157			8,882			8,779
R&D grant reimbursements and grant income	(1,572		)	(7		)	(2		)	(1,595		)	(4,559		)
ERP integration costs/IT transition costs	1,530			2,029			3,117			6,282			8,813
Stock-based compensation	2,826			2,387			2,855			12,084			12,866
Settlements, regulatory costs, and legal expenses related to antitrust class actions	396			1,568			3,039			70,149			11,896
Net foreign exchange (gain) loss	(8,089		)	4,113			2,316			(6,762		)	(7,230		)
Plant start-up costs	233			136			(3,346		)	369			(927		)
Income tax effect of non-GAAP adjustments	2,134			(5,693		)	(50,208		)	(22,085		)	(50,012		)
(Gain) loss on early extinguishment of debt	—			—			(42		)	—			15,946
Write off of debt issuance costs	453			—			—			453			—
Merger related expenses	1,836			5,283			—			7,119			—
Curtailment/settlement expense on defined benefit pension plans	1,949			—			—			1,949			—
Unrealized (gain) loss on equity securities	89			(794		)	—			(705		)	—
Contingent consideration fair value adjustment	62			33			—			127			—
Adjusted net income (non-GAAP)	$	22,200		$	27,594		$	61,358		$	137,282		$	207,123
Adjusted net income per basic share (non-GAAP)	$	0.38		$	0.47		$	1.05		$	2.34		$	3.58
Adjusted net income per diluted share (non-GAAP)	$	0.37		$	0.46		$	1.04		$	2.31		$	3.51
Weighted average shares outstanding:
Basic	58,774			58,646			58,233			58,574			57,840
Diluted (1)	59,612			59,529			58,975			59,415			59,082

_________________________________________

⁽¹⁾ For the quarter ended March 31, 2020, diluted shares were used to compute adjusted net income per diluted share (non-GAAP).

11

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.

12

The following tables provides a reconciliation from EBITDA, non-GAAP adjusted EBITDA, and non-GAAP adjusted EBITDA margin to GAAP net income (loss), the most directly comparable GAAP measure (amounts in thousands, except percentages):

	Fiscal Year 2020
	Q1			Q2			Q3			Q4			Total
	(Unaudited)
Net Sales	$	345,242		$	327,397		$	294,741		$	293,174		$	1,260,554
Net income (loss) (GAAP)	$	40,340		$	(15,260	)	$	16,602		$	(301	)	$	41,381
Net income (loss) margin as a % of net sales	11.7		%	(4.7		)%	5.6		%	(0.1		)%	3.3		%
Non-GAAP adjustments:
Income tax expense (benefit)	16,800			1,700			5,400			14,626			38,526
Interest expense, net	1,736			1,939			1,899			2,122			7,696
Depreciation and amortization	14,259			15,117			16,154			17,289			62,819
EBITDA (non-GAAP)	73,135			3,496			40,055			33,736			150,422
Excluding the following items:
Equity (income) loss from equity method investments	250			(472		)	59			87			(76		)
Loss on write down of long-lived assets	960			59			1,076			17,615			19,710
ERP integration costs/IT transition costs	1,215			1,508			2,029			1,530			6,282
Stock-based compensation	2,725			4,146			2,387			2,826			12,084
Restructuring charges	2,208			2,920			802			2,952			8,882
R&D grant reimbursements and grant income	(35		)	19			(7		)	(1,572		)	(1,595		)
Settlements, regulatory costs, and legal expenses related to antitrust class actions	2,559			65,626			1,568			396			70,149
Net foreign exchange (gain) loss	(489		)	(2,297		)	4,113			(8,089		)	(6,762		)
Plant start-up costs	34			(34		)	136			233			369
Write off of debt issuance costs	—			—			—			453			453
Merger related expenses	—			—			5,283			1,836			7,119
Curtailment/settlement expense on defined benefit pension plans	—			—			—			1,949			1,949
Unrealized (gain) loss on equity securities	—			—			(794		)	89			(705		)
Contingent consideration fair value adjustment	—			32			33			62			127
Adjusted EBITDA (non-GAAP)	$	82,562		$	75,003		$	56,740		$	54,103		$	268,408
Adjusted EBITDA margin (non-GAAP) as a % of net sales	23.9		%	22.9		%	19.3		%	18.5		%	21.3		%

13

	Fiscal Year 2019
	Q1			Q2			Q3			Q4			Total
	(Unaudited)
Net Sales	$	327,616		$	349,233		$	350,175		$	355,794		$	1,382,818
Net income (GAAP)	$	35,220		$	37,141		$	40,806		$	93,420		$	206,587
Net income (loss) margin as a % of net sales	10.8		%	10.6		%	11.7		%	26.3		%	14.9		%
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
Loss on write down 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		)
Settlements, regulatory costs, and legal expenses 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
Adjusted EBITDA margin (non-GAAP) as a % of net sales	17.1		%	20.8		%	23.4		%	22.2		%	20.9		%

14

EX-99.2

Earnings Conference Call May 14, 2020 Quarter and Year Ended March 31, 2020

Cautionary Statement 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) the failure to complete the merger with Yageo Corporation (the “Merger”) and the effects such failure would have on the Company's financial condition and results of operations, (ii) certain business uncertainties and contractual restrictions related to the pendency of the Merger, (iii) our inability to pursue alternatives to the Merger during the pendency of the Merger, (iv) 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; (v) an increase in the cost or a decrease in the availability of our principal or single-sourced purchased raw materials; (vi) changes in the competitive environment; (vii) uncertainty of the timing of customer product qualifications in heavily regulated industries; (viii) economic, political, or regulatory changes in the countries in which we operate; (ix) difficulties, delays, or unexpected costs in completing the Company’s restructuring plans; (x) 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; (xi) our business could be negatively impacted by increased regulatory scrutiny and litigation; (xii) difficulties associated with retaining, attracting, and training effective employees and management; (xiii) the need to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (xiv) exposure to claims alleging product defects; (xv) the impact of laws and regulations that apply to our business, including those relating to environmental matters, data protection, cyber security and privacy; (xvi) the impact of international laws relating to trade, export controls and foreign corrupt practices; (xvii) 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; (xviii) volatility of financial and credit markets affecting our access to capital; (xix) default or failure of one or more of our counterparty financial institutions could cause us to incur significant losses; (xx) the need to reduce the total costs of our products to remain competitive; (xxi) potential limitation on the use of net operating losses to offset possible future taxable income; (xxii) restrictions in our debt agreements that could limit our flexibility in operating our business; (xxiii) failure to maintain effective internal controls over financial reporting; (xxiv) 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; (xxv) economic and demographic experience for pension and other post-retirement benefit plans could be less favorable than our assumptions; (xxvi) fluctuation in distributor sales could adversely affect our results of operations; 2(xxvii) earthquakes, natural disasters, and climate change could disrupt our operations and have a material adverse effect on our financial condition and results of operations; (xxviii) global health epidemics such as the coronavirus could materially affect our business, financial condition, and results of operations; and (xxix) volatility in our stock price.

Income Statement Highlights GAAP (Unaudited) For the Quarters Ended (Amounts in thousands, except percentages and per share data) Mar 2020 Mar 2019 Net sales $ 293,174 $ 355,794 Gross margin $ 92,009 $ 126,406 Gross margin as a percentage of net sales 31.4% 35.5% Selling, general and administrative $ 47,523 $ 53,571 SG&A as a percentage of net sales 16.2% 15.1% Operating income $ 11,728 $ 54,057 Income tax expense (benefit) $ 14,626 $ (48,660) Net income (loss) $ (301) $ 93,420 Per share data: Net income (loss) per basic share $ (0.01) $ 1.60 Net income (loss) per diluted share $ (0.01) $ 1.58 Weighted avg. shares - basic 58,774 58,233 Weighted avg. shares - diluted 58,774 58,975 3

Income Statement Highlights Non-GAAP (Unaudited) (1) For the Quarters Ended (Amounts in thousands, except percentages and per share data) Mar 2020 Mar 2019 Net sales (GAAP) $ 293,174 $ 355,794 Adjusted gross margin $ 93,437 $ 123,875 Adjusted gross margin as a percentage of net sales 31.9% 34.8% Adjusted selling, general and administrative $ 42,199 $ 47,618 Adjusted SG&A as a percentage of net sales 14.4% 13.4% Adjusted operating income $ 39,178 $ 64,790 Adjusted income tax expense $ 12,492 $ 1,548 Adjusted net income $ 22,200 $ 61,358 Adjusted EBITDA $ 54,103 $ 78,855 Adjusted EBITDA as a percentage of net sales 18.5% 22.2% Per share data: Adjusted net income - basic $ 0.38 $ 1.05 Adjusted net income - diluted $ 0.37 $ 1.04 Weighted avg. shares - basic 58,774 58,233 Weighted avg. shares - diluted (2) 59,612 58,975 (1) For a reconciliation of all of the non-GAAP measures presented on this slide to their most directly comparable GAAP measure, see the 4 appendix. (2) For the quarter ended March 31, 2020, diluted shares were used to compute adjusted net income per diluted share (non-GAAP).

Income Statement Highlights GAAP (Unaudited) (Amounts in thousands, except percentages and per share data) FY 2020 FY 2019 Net sales $ 1,260,554 $ 1,382,818 Gross margin $ 420,488 $ 458,542 Gross margin as a percentage of net sales 33.4% 33.2% Selling, general and administrative $ 194,766 $ 202,642 SG&A as a percentage of net sales 15.5% 14.7% Operating income $ 147,866 $ 200,849 Income tax expense (benefit) $ 38,526 $ (39,460) Net income $ 41,381 $ 206,587 Per share data: Net income - basic $ 0.71 $ 3.57 Net income - diluted $ 0.70 $ 3.50 Weighted avg. shares - basic 58,574 57,840 Weighted avg. shares - diluted 59,415 59,082 5

Income Statement Highlights Non-GAAP (Unaudited) (1) (Amounts in thousands, except percentages and per share data) FY 2020 FY 2019 Net sales (GAAP) $ 1,260,554 $ 1,382,818 Adjusted gross margin $ 424,700 $ 460,371 Adjusted gross margin as a percentage of net sales 33.7% 33.3% Adjusted selling, general and administrative $ 167,981 $ 178,883 Adjusted SG&A as a percentage of net sales 13.3% 12.9% Adjusted operating income $ 207,893 $ 237,235 Adjusted income tax expense $ 60,611 $ 10,551 Adjusted net income $ 137,282 $ 207,123 Adjusted EBITDA $ 268,408 $ 289,507 Per share data: Adjusted net income - basic $ 2.34 $ 3.58 Adjusted net income - diluted $ 2.31 $ 3.51 Weighted avg. shares - basic 58,574 57,840 Weighted avg. shares - diluted 59,415 59,082 (1) For a reconciliation of all of the non-GAAP measures presented on this slide to their most directly comparable GAAP measure, see the appendix. 6

LTM Adjusted EBITDA Margins Non-GAAP (Unaudited) (1) 24% 23.1% 22.6% 22% 22.2% 21.3% 20.9% 20% 18% 16% 14% 12% 10% Mar 2019 Jun 2019 Sep 2019 Dec 2019 Mar 2020 (1) For a reconciliation of the non-GAAP measures presented on this slide to their most directly comparable GAAP measure, see the appendix. 7

Financial Highlights (Unaudited) (Amounts in millions) Mar 2020 Dec 2019 Cash, cash equivalents $ 222.4 $ 208.4 Inventories, net $ 243.2 $ 263.1 Capital expenditures (quarter to date) $ 42.2 $ 30.8 Short-term debt $ 29.1 $ 29.0 Long-term debt 243.5 256.5 Debt (discount)/premium and issuance costs (7.8) (8.4) Total debt $ 264.8 $ 277.1 Equity $ 647.3 $ 687.3 Net working capital (1) $ 284.8 $ 293.7 (1) Calculated as accounts receivable, net, plus inventories, net, less accounts payable 8

Net Debt (Unaudited) Net Debt (Debt Less Cash on Hand) $85 $75 ) $74 s n o $69 i l l i M ( $ $42 $38 FY18 FY19 Q1 20 Q2 20 Q3 20 Q4 20 9

Leverage Ratio Non-GAAP (Unaudited) (1) Leverage Ratio (Net Debt/Adjusted EBITDA) 0.3 0.3 0.2 0.2 0.2 0.2 FY18 FY19 6/30/19 TTM 9/30/19 TTM 12/31/19 TTM FY20 (1) 10 For a reconciliation of the non-GAAP measures presented on this slide to their most directly comparable GAAP measure, see the appendix.

Financial Trends Quarterly Sales Summary GAAP (Unaudited) Net Sales 360 $356 350 340 $345 330 $327 320 ) s n 310 o i l l i M ( 300 $ 290 $295 $293 280 270 260 250 Mar 2019 Jun 2019 Sep 2019 Dec 2019 Mar 2020 11

Sales Summary - Q4 FY2020 (Unaudited) INDUSTRY CHANNEL Def/Med 10% Telecom 13% Automotive 15% Distributors Computer OEM 39% 22% 46% Ind/Light 26% Consumer EMS 14% 15% REGION PRODUCT LINE Americas MSA 20% 16% APAC Tantalum 42% F&E 42% 15% EMEA 22% Ceramics JPKO 27% 16%

Sales Summary - FY 2020 (Unaudited) INDUSTRY CHANNEL Def/Med 10% Telecom 14% Automotive 15% Distributors OEM 40% Computer 44% 21% Ind/Light 25% Consumer EMS 15% 16% REGION PRODUCT LINE MSA Americas 16% 24% APAC Tantalum 40% F&E 39% 14% EMEA 22% Ceramics JPKO 31% 14%

Debt Trend - Q4 FY2020 (Unaudited) Total Debt $325 Revolver Facility March 31, 2020 $300 $292 $150 $283 $7 $6 $278 $277 ) s $275 $6 $6 ) n $265 s o i $100 n l l o i $6 i l l M i ( M $ $250 $75 ( $285 $ $50 $277 $272 $271 $259 $34 $225 $0 $0 nt e n u as w o B ra am g D y in lit w ci ro a or $200 F B Mar Jun Sep Dec Mar 2019 2019 2019 2019 2020 Term Loan Other Debt Semi-Annual Principal Repayment on TOKIN Term Loan ~ USD $12.7 million 14

Non-GAAP Adjusted Gross Margin - Reconciliation Solid Capacitors (Unaudited) For the Quarters Ended (Amounts in thousands, except percentages) Mar 2020 Mar 2019 Tantalum product line net sales (GAAP) $ 122,124 $ 137,208 Ceramic product line net sales (GAAP) $ 78,206 $ 110,653 Solid Capacitor net sales (GAAP) $ 200,330 $ 247,861 Cost of sales (GAAP) 117,681 133,971 Gross margin (GAAP) 82,649 113,890 Gross margin as a percentage of net sales 41.3 % 45.9 % Non-GAAP Adjustments: Plant start-up costs 233 (3,346) Stock-based compensation expense 716 471 Adjusted gross margin (non-GAAP) $ 83,598 $ 111,015 Adjusted gross margin as a percentage of net sales 41.7 % 44.8 % 15

Non-GAAP Adjusted Gross Margin - Reconciliation Film & Electrolytic (Unaudited) For the Quarters Ended (Amounts in thousands, except percentages) Mar 2020 Mar 2019 Net sales (GAAP) $ 44,409 $ 50,486 Cost of sales (GAAP) 42,806 46,878 Gross margin (GAAP) 1,603 3,608 Gross margin as a percentage of net sales 3.6% 7.1% Non-GAAP Adjustments: Stock-based compensation expense 300 222 Adjusted gross margin (non-GAAP) $ 1,903 $ 3,830 Adjusted gross margin as a percentage of net sales 4.3% 7.6% 16

Non-GAAP Adjusted Gross Margin - Reconciliation Electro-magnetic, Sensors & Actuators (Unaudited) For the Quarters Ended (Amounts in thousands, except percentages) Mar 2020 Mar 2019 Net sales (GAAP) $ 48,435 $ 57,447 Cost of sales (GAAP) 40,678 48,539 Gross margin (GAAP) 7,757 8,908 Gross margin as a percentage of net sales 16.0 % 15.5 % Non-GAAP Adjustments: Stock-based compensation expense 179 122 Adjusted gross margin (non-GAAP) $ 7,936 $ 9,030 Adjusted gross margin as a percentage of net sales 16.4 % 15.7 % 17

LTM Operating Income Margins GAAP (Unaudited) 20.0% 18.0% 16.0% 16.0% 16.2% 14.0% 14.5% 14.4% 12.0% 11.7% 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% Mar 2019 Jun 2019 Sep 2019 Dec 2019 Mar 2020 18

Appendix

Adjusted Gross Margin Reconciliation Non-GAAP (Unaudited) For the Quarters Ended Fiscal Year (Amounts in thousands, except percentages) Mar 2020 Mar 2019 2020 2019 Net sales (GAAP) $ 293,174 $ 355,794 $ 1,260,554 $ 1,382,818 Cost of sales (GAAP) 201,165 229,388 840,066 924,276 Gross margin (GAAP) $ 92,009 $ 126,406 $ 420,488 $ 458,542 Gross margin as a percentage of net sales 31.4% 35.5% 33.4% 33.2% Non-GAAP Adjustments: Plant start-up costs 233 (3,346) 369 (927) Stock-based compensation expense 1,195 815 3,843 2,756 Adjusted gross margin (non-GAAP) $ 93,437 $ 123,875 $ 424,700 $ 460,371 Adjusted gross margin as a percentage of net sales 31.9% 34.8% 33.7% 33.3% 20

Adjusted Selling, General & Administrative Expenses Reconciliation Non-GAAP (Unaudited) For the Quarters Ended Fiscal Year (Amounts in thousands, except percentages) Mar 2020 Mar 2019 2020 2019 Net sales (GAAP) $ 293,174 $ 355,794 $ 1,260,554 $ 1,382,818 Selling, general and administrative expenses (GAAP) $ 47,523 $ 53,571 $ 194,766 $ 202,642 Selling, general, and administrative as a percentage of net sales 16.2% 15.1% 15.5% 14.7% Less non-GAAP adjustments: ERP integration costs/IT transition costs 1,530 3,117 6,282 8,813 Stock-based compensation expense 1,500 1,935 7,803 9,751 Legal expenses related to antitrust class actions 396 901 5,454 5,195 Merger related expenses 1,836 — 7,119 — Contingent consideration fair value adjustment 62 — 127 — Adjusted selling, general and administrative expenses (non-GAAP) $ 42,199 $ 47,618 $ 167,981 $ 178,883 Adjusted selling, general, and administrative as a percentage of net sales 14.4% 13.4% 13.3% 12.9% 21

Adjusted Operating Income Reconciliation Non-GAAP (Unaudited) For the Quarters Ended Fiscal Year (Amounts in thousands) Mar 2020 Mar 2019 2020 2019 Operating income (GAAP) $ 11,728 $ 54,057 $ 147,866 $ 200,849 Non-GAAP Adjustments: Loss on write down of long-lived assets 17,615 49 19,710 1,660 ERP integration costs/IT transition costs 1,530 3,117 6,282 8,813 Stock-based compensation expense 2,826 2,855 12,084 12,866 Restructuring charges 2,952 7,157 8,882 8,779 Legal expenses related to antitrust class actions 396 901 5,454 5,195 Plant start-up costs 233 (3,346) 369 (927) Merger related expenses 1,836 — 7,119 — Contingent consideration fair value adjustment 62 — 127 — Adjusted operating income (non-GAAP) $ 39,178 $ 64,790 $ 207,893 $ 237,235 22

Adjusted Net Income Reconciliation Non-GAAP (Unaudited) For the Quarters Ended Fiscal Year (Amounts in thousands, except per share data) Mar 2020 Mar 2019 2020 2019 Net income (loss) (GAAP) $ (301) $ 93,420 $ 41,381 $ 206,587 Non-GAAP Adjustments: Equity (income) loss from equity method investments 87 3,003 (76) 3,304 Loss on write down of long-lived assets 17,615 49 19,710 1,660 Restructuring charges 2,952 7,157 8,882 8,779 R&D grant reimbursements and grant income (1,572) (2) (1,595) (4,559) ERP integration costs/IT transition costs 1,530 3,117 6,282 8,813 Stock-based compensation 2,826 2,855 12,084 12,866 Settlements, regulatory costs, and legal expenses related to antitrust class actions 396 3,039 70,149 11,896 Net foreign exchange (gain) loss (8,089) 2,316 (6,762) (7,230) Plant start-up costs 233 (3,346) 369 (927) Income tax effect of non-GAAP adjustments 2,134 (50,208) (22,085) (50,012) (Gain) loss on early extinguishment of debt — (42) — 15,946 Write off of debt issuance costs 453 — 453 — Merger related expenses 1,836 — 7,119 — Curtailment/settlement expense on defined benefit pension plans 1,949 — 1,949 — Unrealized (gain) loss on equity securities 89 — (705) — Contingent consideration fair value adjustment 62 — 127 — Adjusted net income (non-GAAP) $ 22,200 $ 61,358 $ 137,282 $ 207,123 Adjusted net income per share - basic $ 0.38 $ 1.05 $ 2.34 $ 3.58 Adjusted net income per share - diluted $ 0.37 $ 1.04 $ 2.31 $ 3.51 Weighted avg. shares - basic 58,774 58,233 58,574 57,840 Weighted avg. shares - diluted (1) 59,612 58,975 59,415 59,082 (1) For the quarter ended March 31, 2020, diluted shares were used to compute adjusted net income per diluted share (non-GAAP). 23

Adjusted EBITDA Reconciliation Non-GAAP (Unaudited) For the Quarters Ended Fiscal Year (Amounts in thousands) Mar 2020 Mar 2019 2020 2019 Net income (loss) (GAAP) $ (301) $ 93,420 $ 41,381 $ 206,587 Non-GAAP adjustments: Income tax expense (benefit) 14,626 (48,660) 38,526 (39,460) Interest expense, net 2,122 1,726 7,696 19,204 Depreciation and amortization 17,289 14,223 62,819 52,628 EBITDA (non-GAAP) 33,736 60,709 150,422 238,959 Excluding the following items (non-GAAP): Equity (income) loss from equity method investments 87 3,003 (76) 3,304 Loss on write down of long-lived assets 17,615 49 19,710 1,660 ERP integration costs/IT transition costs 1,530 3,117 6,282 8,813 Stock-based compensation 2,826 2,855 12,084 12,866 Restructuring charges 2,952 7,157 8,882 8,779 R&D grant reimbursements and grant income (1,572) (2) (1,595) (4,559) Settlements, regulatory costs, and legal expenses related to antitrust class actions 396 3,039 70,149 11,896 Net foreign exchange (gain) loss (8,089) 2,316 (6,762) (7,230) Plant start-up costs 233 (3,346) 369 (927) (Gain) loss on early extinguishment of debt — (42) — 15,946 Write off of debt issuance costs 453 — 453 — Merger related expenses 1,836 — 7,119 — Curtailment/settlement expense on defined benefit pension plans 1,949 — 1,949 — Unrealized (gain) loss on equity securities 89 — (705) — Contingent consideration fair value adjustment 62 — 127 — Adjusted EBITDA (non-GAAP) $ 54,103 $ 78,855 $ 268,408 $ 289,507 24

Adjusted EBITDA Reconciliation Non-GAAP (Unaudited) Fiscal Year (Amounts in thousands, except percentages and ratios) 2018 2019 2020 Net Sales (GAAP) $ 1,200,181 $ 1,382,818 $ 1,260,554 Net income (GAAP) 254,127 206,587 41,381 Non-GAAP adjustments: Income tax expense (benefit) 9,132 (39,460) 38,526 Interest expense, net 32,073 19,204 7,696 Depreciation and amortization 50,661 52,628 62,819 EBITDA (non-GAAP) 345,993 238,959 150,422 Excluding the following items (Non-GAAP): Equity (income) loss from equity method investments (76,192) 3,304 (76) Acquisition (gain) loss (130,880) — — (Gain) loss on write down and sale of long-lived assets (992) 1,660 19,710 ERP integration costs / IT transition costs 80 8,813 6,282 Stock-based compensation expense 7,657 12,866 12,084 Restructuring charges 14,843 8,779 8,882 R&D grant reimbursements and grant income — (4,559) (1,595) Settlements, regulatory costs, and legal expenses related to antitrust class actions 16,636 11,896 70,149 Net foreign exchange (gain) loss 13,145 (7,230) (6,762) Plant start-up costs 929 (927) 369 Loss on early extinguishment of debt 486 15,946 — Write off of debt issuance costs — — 453 Merger related expenses — — 7,119 Curtailment/settlement expense on defined benefit pension plans — — 1,949 Unrealized gain on equity securities — — (705) Contingent consideration fair value adjustment — — 127 Adjusted EBITDA (non-GAAP) $ 191,705 $ 289,507 $ 268,408 25 Adjusted EBITDA Margin (Adjusted EBITDA/Net sales) (non-GAAP) 16.0% 20.9% 21.3% Net Debt as of March 31, $ 37,777 $ 75,282 $ 42,385 Leverage ratio (Net debt/Adjusted EBITDA) (non-GAAP) 0.2 0.3 0.2

Adjusted EBITDA Reconciliation Non-GAAP (Unaudited) For the Quarters Ended LTM (Amounts in thousands, except percentages) Jun 2018 Sep 2018 Dec 2018 Mar 2019 Mar 2019 Net Sales (GAAP) $ 327,616 $ 349,233 $ 350,175 $ 355,794 $ 1,382,818 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 Loss on write down 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 expense 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) Settlements, regulatory costs, and legal expenses 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 Plant shut-down costs — — Adjusted EBITDA (non-GAAP) $ 56,162 $ 72,470 $ 82,020 $ 78,855 $ 289,507 Adjusted EBITDA Margin (Adjusted EBITDA/Net sales) (non-GAAP) 17.1% 20.8% 23.4% 22.2% 20.9% Net Debt as of March 31, 2019 75,282 Leverage ratio (Net debt/Adjusted EBITDA) (non-GAAP) 0.3

Adjusted EBITDA Reconciliation Non-GAAP (Unaudited) For the Quarters Ended LTM (Amounts in thousands, except percentages) Sep 2018 Dec 2018 Mar 2019 Jun 2019 Jun 2019 Net Sales (GAAP) $ 349,233 $ 350,175 $ 355,794 $ 345,242 $ 1,400,444 Net income (GAAP) 37,141 40,806 93,420 40,340 211,707 Non-GAAP adjustments: Income tax expense (benefit) 2,000 2,600 (48,660) 16,800 (27,260) Interest expense, net 6,912 3,908 1,726 1,736 14,282 Depreciation and amortization 12,545 12,763 14,223 14,259 53,790 EBITDA (non-GAAP) 58,598 60,077 60,709 73,135 252,519 Excluding the following items: Equity (income) loss from equity method investments (64) 296 3,003 250 3,485 Loss on write down of long-lived assets 312 788 49 960 2,109 ERP integration costs / IT transition costs 1,593 2,453 3,117 1,215 8,378 Stock-based compensation expense 4,417 1,534 2,855 2,725 11,531 Restructuring charges — 1,718 7,157 2,208 11,083 R&D grant reimbursements and grant income — (470) (2) (35) (507) Settlements, regulatory costs, and legal expenses related to antitrust class actions 6,060 1,549 3,039 2,559 13,207 Net foreign exchange (gain) loss 193 (2,218) 2,316 (489) (198) Plant start-up costs 1,361 305 (3,346) 34 (1,646) (Gain) loss on early extinguishment of debt — 15,988 (42) — 15,946 Adjusted EBITDA (non-GAAP) $ 72,470 $ 82,020 $ 78,855 $ 82,562 $ 315,907 Adjusted EBITDA Margin (Adjusted EBITDA/Net sales) (non-GAAP) 20.8% 23.4% 22.2% 23.9% 22.6% Net Debt as of June 30, 2019 73,883 Leverage ratio (Net debt/Adjusted EBITDA) (non-GAAP) 0.2

Adjusted EBITDA Reconciliation Non-GAAP (Unaudited) For the Quarters Ended LTM (Amounts in thousands, except percentages) Dec 2018 Mar 2019 Jun 2019 Sep 2019 Sep 2019 Net Sales (GAAP) $ 350,175 $ 355,794 $ 345,242 $ 327,397 $ 1,378,608 Net income (loss) (GAAP) 40,806 93,420 40,340 (15,260) 159,306 Non-GAAP adjustments: Income tax expense (benefit) 2,600 (48,660) 16,800 1,700 (27,560) Interest expense, net 3,908 1,726 1,736 1,939 9,309 Depreciation and amortization 12,763 14,223 14,259 15,117 56,362 EBITDA (non-GAAP) 60,077 60,709 73,135 3,496 197,417 Excluding the following items: Equity (income) loss from equity method investments 296 3,003 250 (472) 3,077 Loss on write down of long-lived assets 788 49 960 59 1,856 ERP integration costs / IT transition costs 2,453 3,117 1,215 1,508 8,293 Stock-based compensation expense 1,534 2,855 2,725 4,146 11,260 Restructuring charges 1,718 7,157 2,208 2,920 14,003 R&D grant reimbursements and grant income (470) (2) (35) 19 (488) Settlements, regulatory costs, and legal expenses related to antitrust class actions 1,549 3,039 2,559 65,626 72,773 Net foreign exchange (gain) loss (2,218) 2,316 (489) (2,297) (2,688) Plant start-up costs 305 (3,346) 34 (34) (3,041) (Gain) loss on early extinguishment of debt 15,988 (42) — — 15,946 Contingent consideration fair value adjustment — — — 32 32 Adjusted EBITDA (non-GAAP) $ 82,020 $ 78,855 $ 82,562 $ 75,003 $ 318,440 Adjusted EBITDA Margin (Adjusted EBITDA/Net sales) (non-GAAP) 23.4% 22.2% 23.9% 22.9% 23.1% Net Debt as of September 30, 2019 85,287 Leverage ratio (Net debt/Adjusted EBITDA) (non-GAAP) 0.3

Adjusted EBITDA Reconciliation Non-GAAP (Unaudited) For the Quarters Ended LTM (Amounts in thousands, except percentages) Mar 2019 Jun 2019 Sep 2019 Dec 2019 Dec 2019 Net Sales (GAAP) $ 355,794 $ 345,242 $ 327,397 $ 294,741 $ 1,323,174 Net income (loss) (GAAP) 93,420 40,340 (15,260) 16,602 135,102 Non-GAAP adjustments: Income tax expense (benefit) (48,660) 16,800 1,939 5,400 (24,521) Interest expense, net 1,726 1,736 1,700 1,899 7,061 Depreciation and amortization 14,223 14,259 15,117 16,154 59,753 EBITDA (non-GAAP) 60,709 73,135 3,496 40,055 177,395 Excluding the following items: Equity (income) loss from equity method investments 3,003 250 (472) 59 2,840 Loss on write down of long-lived assets 49 960 59 1,076 2,144 ERP integration costs / IT transition costs 3,117 1,215 1,508 2,029 7,869 Stock-based compensation expense 2,855 2,725 4,146 2,387 12,113 Restructuring charges 7,157 2,208 2,920 802 13,087 R&D grant reimbursements and grant income (2) (35) 19 (7) (25) Settlements, regulatory costs, and legal expenses related to antitrust class actions 3,039 2,559 65,626 1,568 72,792 Net foreign exchange (gain) loss 2,316 (489) (2,297) 4,113 3,643 Plant start-up costs (3,346) 34 (34) 136 (3,210) (Gain) loss on early extinguishment of debt (42) — — — (42) Merger related expenses — — — 5,283 5,283 Unrealized (gain) loss on equity securities — — — (794) (794) Contingent consideration fair value adjustment — — 32 33 65 Adjusted EBITDA (non-GAAP) $ 78,855 $ 82,562 $ 75,003 $ 56,740 $ 293,160 Adjusted EBITDA Margin (Adjusted EBITDA/Net sales) (non-GAAP) 22.2% 23.9% 22.9% 19.3% 22.2% Net Debt as of December 31, 2019 68,683 Leverage ratio (Net debt/Adjusted EBITDA) (non-GAAP) 0.2

Adjusted EBITDA Reconciliation Non-GAAP (Unaudited) For the Quarters Ended LTM (Amounts in thousands, except percentages) Jun 2019 Sep 2019 Dec 2019 Mar 2020 Mar 2020 Net Sales (GAAP) $ 345,242 $ 327,397 $ 294,741 $ 293,174 $ 1,260,554 Net income (loss) (GAAP) 40,340 (15,260) 16,602 (301) 41,381 Non-GAAP adjustments: Income tax expense (benefit) 16,800 1,939 5,400 14,626 38,765 Interest expense, net 1,736 1,700 1,899 2,122 7,457 Depreciation and amortization 14,259 15,117 16,154 17,289 62,819 EBITDA (non-GAAP) 73,135 3,496 40,055 33,736 150,422 Excluding the following items: Equity (income) loss from equity method investments 250 (472) 59 87 (76) Loss on write down of long-lived assets 960 59 1,076 17,615 19,710 ERP integration costs / IT transition costs 1,215 1,508 2,029 1,530 6,282 Stock-based compensation expense 2,725 4,146 2,387 2,826 12,084 Restructuring charges 2,208 2,920 802 2,952 8,882 R&D grant reimbursements and grant income (35) 19 (7) (1,572) (1,595) Settlements, regulatory costs, and legal expenses related to antitrust class actions 2,559 65,626 1,568 396 70,149 Net foreign exchange (gain) loss (489) (2,297) 4,113 (8,089) (6,762) Plant start-up costs 34 (34) 136 233 369 Write off of debt issuance costs — — — 453 453 Merger related expenses — — 5,283 1,836 7,119 Curtailment/settlement expense on defined benefit pension plans — — — 1,949 1,949 Unrealized (gain) loss on equity securities — — (794) 89 (705) Contingent consideration fair value adjustment — 32 33 62 127 Adjusted EBITDA (non-GAAP) $ 82,562 $ 75,003 $ 56,740 $ 54,103 $ 268,408 Adjusted EBITDA Margin (Adjusted EBITDA/Net sales) (non-GAAP) 23.9% 22.9% 19.3% 18.5% 21.3% Net Debt as of March 31, 2020 42,385 Leverage ratio (Net debt/Adjusted EBITDA) (non-GAAP) 0.2

Non-GAAP Financial Measures Non-GAAP Financial Measures The Company has presented certain historical financial measures in this presentation that have not been prepared in accordance with GAAP, including adjusted net income, adjusted net income per share, adjusted EBITDA, adjusted gross margin, and adjusted selling, general and administrative expenses. The reconciliations of our non-GAAP financial measures to the most directly comparable GAAP financial measures have been included in this presentation. These non-GAAP financial measures are designed to complement the financial information presented in accordance with GAAP because management believes such measures are useful to investors for the reasons 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 earlier in this presentation. 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 earlier in this presentation 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. Adjusted selling, general and administrative expenses Adjusted selling, general and administrative expenses represents selling, general and administrative expenses excluding adjustments which are outlined in the quantitative reconciliation provided earlier in this presentation. Management uses adjusted selling, general and administrative expenses to facilitate our analysis and understanding of our business operations 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. The Company believes that adjusted selling, general and administrative expenses is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company. Adjusted selling, general and administrative expenses should not be considered as an alternative to selling, general and administrative expenses or any other performance measure derived in accordance with GAAP. Adjusted operating income Adjusted operating income represents operating income, excluding adjustments which are outlined in the quantitative reconciliation provided earlier in this presentation. Management uses adjusted operating income to facilitate our analysis and understanding of our business operations by excluding the items outlined in the quantitative reconciliation provided earlier 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 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. Adjusted operating income should not be considered as an alternative 31 to operating income or any other performance measure derived in accordance with GAAP.

Non-GAAP Financial Measures Continued 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 (loss) and net income (loss) per basic and diluted share, excluding adjustments which are more specifically outlined in the quantitative reconciliation provided earlier in this presentation. Management uses adjusted net income and adjusted net income per basic and diluted share to evaluate the Company's operating performance by excluding the items outlined in the quantitative reconciliation provided above 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 net income and adjusted net income per basic and diluted share 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. Adjusted net income and adjusted net income per basic and diluted share should not be considered as alternatives to net income (loss), operating income, or any other performance measures derived in accordance with GAAP. 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 quantitative reconciliation provided earlier in the presentation, 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 in this presentation. 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. 32

Non-GAAP Financial Measures Continued Our adjusted EBITDA measure has limitations as an analytical tool, and you should not consider it 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. 33

XML

Document and Entity Information Cover	May 14, 2020
Cover [Abstract]
Entity Registrant Name	KEMET CORP
City Area Code	954
Title of 12(b) Security	Common Stock, par value $0.01
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Document Period End Date	May 14, 2020
Entity File Number	001-15491
Entity Tax Identification Number	57-0923789
Trading Symbol	KEM
Security Exchange Name	NYSE
Local Phone Number	766-2800
Entity Address, Address Line One	KEMET Tower, One East Broward Blvd.
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33301
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000887730
Amendment Flag	false