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8-K - 8-K - KEMET CORPa10-10536_18k.htm
EX-99.2 - EX-99.2 - KEMET CORPa10-10536_1ex99d2.htm

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Contact:

William M. Lowe, Jr.

Dean W. Dimke

 

Executive Vice President and

Director of Corporate and

 

Chief Financial Officer

Investor Communications

 

williamlowe@KEMET.com

deandimke@KEMET.com

 

864-963-6484

954-766-2800

 

KEMET EXCEEDS PREVIOUSLY ANNOUNCED FOURTH QUARTER FORECAST

 

·                  Net sales for the fourth quarter of fiscal year 2010 were $213.0 million compared to $199.9 million for the third quarter of fiscal year 2010 up by 6.5%.

·                  Gross margin as a percentage of net sales for the fourth quarter of fiscal year 2010 was 20.2% compared to 18.2% for the third quarter of fiscal year 2010

·                  Non-GAAP adjusted net income per basic share of $0.11 and $0.06 per diluted share

·                  Cash flow from operations for the fourth quarter of fiscal year 2010 was $18.7 million

·                  Adjusted EBITDA of $25.4 million

 

Greenville, South Carolina (May 20, 2010) - KEMET Corporation (Other OTC: KEME) today reported preliminary results for the fourth fiscal quarter ended March 31, 2010.  Net sales for the quarter ended March 31, 2010 were $213.0 million, which is a 56.6% increase over the same quarter last fiscal year and a 6.5% increase over the prior fiscal quarter ended December 31, 2009.

 

On a U.S. GAAP basis, net income was $0.3 million, or $0.00 per diluted share for the fourth quarter of fiscal year 2010 compared to net income of $2.4 million or $0.03 per diluted share for the same quarter last year (which included a curtailment gain of $30.8 million) and compared to net loss of $1.8 million or $(0.02) per share for the prior fiscal quarter ended December 31, 2009.

 

Non-GAAP adjusted net income was $8.8 million or $0.06 per diluted share for the current fiscal quarter compared to an adjusted net loss of $20.1 million, or $(0.24) per share for the same quarter last year and compared to an adjusted net income of $4.0 million, or $0.03 per diluted share for the prior fiscal quarter ended December 31, 2009.   Adjusted EBITDA for the current quarter was $25.4 million compared to the company’s forecast of $22.0 to $25.0 million released on April 8, 2010.

 

We continued to make great progress operationally again this quarter by increasing our gross margins and generating substantial cash from operations,” stated Per Loof, KEMET’s Chief Executive Officer. “Our efforts to refinance our Balance Sheet were completed recently moving our debt maturities substantially into the future.  The operating results and improved cash flows combined with our repositioned debt structure are allowing us to proceed on schedule with the restructuring of our European business.  During the course of this restructuring effort, the company expects to spend approximately $35 million to $40 million to reposition our European manufacturing base. Our expectation is an improvement in our European operating results by approximately $10 million in fiscal year 2011 compared to fiscal year 2010, and to improve approximately $42 million in fiscal year 2012 versus fiscal year 2010.  In total, we expect this business that has been contributing an average negative ($6.0) million adjusted EBITDA per quarter during fiscal year 2010, to contribute approximately a positive $6.0 million adjusted EBITDA per quarter in the period beginning April 2012,” continued Loof.

 

The current fiscal quarter includes $6.6 million of restructuring charges primarily associated with reductions in force of $5.4 million and $1.2 million related to the relocation of equipment.  The current fiscal quarter also includes a gain on sales and disposals of assets of $1.5 million related to proceeds from the sale of wet tantalum assets to Vishay Intertechnology, Inc. which were released from escrow.

 



 

In this news release, the Company makes reference to certain Non-GAAP financial measures, including “Adjusted net income (loss)”, “Adjusted net income (loss) per share” and “Adjusted EBITDA”.  Management believes that investors may find it useful to review the Company’s financial results as adjusted to exclude items as determined by management.  “Adjusted net income (loss)” and “Adjusted net income (loss) per share” represent net income (loss) and net income (loss) per share excluding an increase in value of warrant which relates to the mark-to-market adjustment for the Platinum Closing Warrants, gain/loss on early extinguishment of debt, impairment charges associated with goodwill and long-lived assets, integration costs related to business acquisitions, restructuring charges related primarily to employee severance and equipment moves, certain inventory adjustments, sales or disposals of assets, amortization related to debt issuance costs and debt discount, a non-cash charge related to the cancellation of an employee incentive plan, pension plan curtailment gains, and the write off of capitalized advisor fees.  Management believes that these Non-GAAP financial measures are useful to investors because they provide a supplemental way to possibly better understand the underlying operating performance of the Company.  Management uses these Non-GAAP financial measures to evaluate operating performance.  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 reconciliation from GAAP net income (loss) to Non-GAAP adjusted net income (loss):

 

GAAP to Non-GAAP Reconciliation

(Unaudited)

 

 

 

Quarters Ended

 

Fiscal Years Ended

 

 

 

March 2010

 

December 2009

 

March 2009 (1)

 

March 2010

 

March 2009

 

 

 

(Amounts in thousands, except per share data)

 

Including adjustments (GAAP)

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

212,980

 

$

199,923

 

$

136,043

 

$

736,335

 

$

804,385

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

317

 

$

(1,779

)

$

2,382

 

$

(69,447

)

$

(285,209

)

Net income (loss) per share (basic)

 

 

(0.02

)

0.03

 

(0.86

)

(3.54

)

Net income (loss) per share (diluted)

 

 

(0.02

)

0.03

 

(0.86

)

(3.54

)

 

 

 

 

 

 

 

 

 

 

 

 

Excluding the following items (Non-GAAP)

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

317

 

$

(1,779

)

$

2,382

 

$

(69,447

)

$

(285,209

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

Restructuring charges

 

6,609

 

1,322

 

1,295

 

9,198

 

30,874

 

Goodwill impairment

 

 

 

 

 

174,327

 

Amortization included in interest expense

 

3,806

 

3,703

 

2,424

 

13,392

 

9,918

 

(Gain) loss on early extinguishment of debt

 

 

 

 

(38,921

)

2,212

 

Increase in value of warrant

 

 

 

 

81,088

 

 

Write down of long lived assets

 

 

656

 

2,469

 

656

 

67,624

 

(Gain) loss on sales and disposals of assets

 

(1,501

)

240

 

1,731

 

(1,003

)

(25,505

)

Charge related to cancellation of an incentive plan

 

 

 

 

1,161

 

 

Write off of capitalized advisor fees

 

 

 

 

413

 

 

Curtailment gains on benefit plans

 

 

 

(30,835

)

 

(30,835

)

Inventory adjustments

 

 

 

 

 

16,500

 

Acquisitions integration costs

 

 

 

543

 

 

5,254

 

Income tax effect of non-GAAP adjustments (2)

 

(462

)

(143

)

(141

)

65

 

(10,352

)

Adjusted net income (loss) (excluding adjustments)

 

$

8,769

 

$

3,999

 

$

(20,132

)

$

(3,398

)

$

(45,192

)

Adjusted net income (loss) per basic share (excluding adjustments)

 

$

0.11

 

$

0.05

 

$

(0.24

)

$

(0.04

)

$

(0.56

)

Adjusted net income (loss) per diluted share (excluding adjustments)

 

$

0.06

 

$

0.03

 

$

(0.24

)

$

(0.04

)

$

(0.56

)

 


(1) Net income (loss) for the quarter and fiscal year ended March 31, 2009 includes a reduction of $2.1 million and $8.3 million respectively related to a required retrospective change in accounting for convertible debt.  The Company recorded $1.1 million and $5.6 million, respectively, in non-cash interest expense related to the adoption of FSP APB 14-1, primarily codified in FASB ASC 470, in the quarter and fiscal year ended March 31, 2010.

 

(2)  The income tax effect of the excluded items is calculated by applying the applicable jurisdictional income tax rate, considering the deferred tax valuation for each applicable jurisdiction.

 



 

About KEMET

 

KEMET’s common stock is listed on the OTC Bulletin Board and on the Pink OTC Markets, Inc., Pink Quote System under the symbol, “KEME”. At the Investor Relations section of our web site at http://www.KEMET.com/IR, users may subscribe to KEMET news releases and find additional information about our Company.  KEMET applies world class service and quality to deliver industry leading, high performance capacitance solutions to its customers around the world and offers the world’s most complete line of surface mount and through hole capacitor technologies across tantalum, ceramic, film, aluminum, electrolytic, and paper dielectrics. Additional information about KEMET can be found at http://www.kemet.com.

 

QUIET PERIOD
 

Beginning July 1, 2010, we will observe a quiet period during which the information provided in this news release and our annual report on Form 10-K will no longer constitute our current expectations. During the quiet period, this information should be considered to be historical, applying prior to the quiet period only and not subject to update by management. The quiet period will extend until the day when our next quarterly earnings release is published.

 

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

 

Certain statements included herein contain forward-looking statements within the meaning of federal securities laws about KEMET Corporation’s (the “Company”) financial condition and results of operations that are based on management’s current expectations, estimates and projections about the markets, in which the Company operates, as well as management’s beliefs and assumptions. Words such as “expects,” “anticipates,” “believes,” “estimates,” variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.

 

Factors that may cause actual outcome 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) continued uncertainty of the economy could impact the Company’s ability to realize operating plans if the demand for the Company’s products declines and could adversely affect the Company’s liquidity and ability to continue to operate; (ii) adverse economic conditions could cause further reevaluation and the write down of long-lived assets; (iii) an increase in the cost or a decrease in the availability of the Company’s principal raw materials; (iv) changes in  the competitive environment of the Company; (v) economic, political, or regulatory changes in the countries in which the Company operates; (vi) difficulties, delays or unexpected costs in completing the restructuring plan of the Company; (vii) the ability to attract, train and retain effective employees and management; (viii) the ability to develop innovative products to maintain customer relationships; (ix) the impact of environmental issues, laws, and regulations; (x) volatility of financial and credit markets which would affect the Company’s access to capital; (xi) increased difficulty or expense in accessing capital because of the delisting of the Company’s common stock from the New York Stock Exchange (“NYSE”); (xii) exposure to foreign exchange gains and losses; (xiii) need to reduce costs to offset downward price trends; (xiv) potential limitation on use of net operating losses to offset possible future taxable income; (xv) dilution as a result of the warrant held by K Equity, LLC; (xvi) exercise of the warrant by K Equity, LLC may result in the existence of a controlling stockholder; and (xvii) certain of the Company’s capacitors are incorporated into products used in heavily regulated industries.

 



 

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

(Unaudited - Amounts in thousands except per share data)

 

 

 

Quarters Ended

 

Fiscal Years Ended

 

 

 

March 2010

 

March 2009 (1)

 

March 2010

 

March 2009

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

212,980

 

$

136,043

 

$

736,335

 

$

804,385

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of sales

 

170,012

 

137,633

 

611,638

 

736,551

 

Selling, general and administrative expenses

 

24,932

 

20,918

 

86,085

 

93,505

 

Research and development

 

6,079

 

5,644

 

22,064

 

28,956

 

Restructuring charges

 

6,609

 

1,295

 

9,198

 

30,874

 

Goodwill impairment

 

 

 

 

174,327

 

Write down of long-lived assets

 

 

2,469

 

656

 

67,624

 

Net (gain) loss on sales and disposals of assets

 

(1,501

)

1,731

 

(1,003

)

(25,505

)

Curtailment gains on benefit plans

 

 

(30,835

)

 

(30,835

)

Total operating costs and expenses

 

206,131

 

138,855

 

728,638

 

1,075,497

 

Operating income (loss)

 

6,849

 

(2,812

)

7,697

 

(271,112

)

 

 

 

 

 

 

 

 

 

 

Other (income) expense:

 

 

 

 

 

 

 

 

 

Interest income

 

(41

)

(73

)

(188

)

(618

)

Interest expense and amortization of debt discount

 

6,264

 

7,777

 

26,008

 

29,789

 

Increase in value of warrant

 

 

 

81,088

 

 

(Gain) loss on early extinguishment of debt

 

 

 

(38,921

)

2,212

 

Other (income) expense, net

 

(2,078

)

(7,778

)

4,121

 

(14,084

)

Income (loss) before income taxes

 

2,704

 

(2,738

)

(64,411

)

(288,411

)

Income tax expense (benefit)

 

2,387

 

(5,120

)

5,036

 

(3,202

)

Net income (loss)

 

$

317

 

$

2,382

 

$

(69,447

)

$

(285,209

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share (basic)

 

$

 

$

0.03

 

$

(0.86

)

$

(3.54

)

Net income (loss) per share (diluted)

 

$

 

$

0.03

 

$

(0.86

)

$

(3.54

)

 


(1) Results are adjusted for retrospective application of changes in accounting for convertible notes.  See table: “Changes in Accounting for Convertible Notes.”

 



 

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(Amounts in thousands except per share data)

 

 

 

March 31,

 

 

 

2010

 

2009

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

79,199

 

$

39,204

 

Accounts receivable, net

 

141,795

 

120,139

 

Inventories

 

150,508

 

154,981

 

Other current assets

 

14,380

 

11,245

 

Deferred income taxes

 

2,129

 

151

 

Total current assets

 

388,011

 

325,720

 

Property, plant and equipment, net

 

319,878

 

357,977

 

Intangible assets, net

 

21,806

 

24,094

 

Other assets

 

11,266

 

6,360

 

Total assets

 

$

740,961

 

$

714,151

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

17,880

 

$

25,994

 

Accounts payable

 

78,829

 

52,332

 

Accrued expenses

 

63,606

 

51,125

 

Income taxes payable

 

1,096

 

1,127

 

Total current liabilities

 

161,411

 

130,578

 

Long-term debt

 

231,629

 

280,752

 

Other non-current obligations

 

55,626

 

57,316

 

Deferred income taxes

 

8,023

 

5,466

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, par value $0.01, authorized 300,000, shares issued 88,525 shares at March 31, 2010 and 2009, respectively

 

885

 

885

 

Additional paid-in capital

 

479,115

 

367,257

 

Retained deficit

 

(150,789

)

(81,342

)

Accumulated other comprehensive income

 

11,990

 

12,663

 

Treasury stock, at cost (7,390 and 7,714 shares at March 31, 2010 and 2009, respectively)

 

(56,929

)

(59,424

)

Total stockholders’ equity

 

284,272

 

240,039

 

Total liabilities and stockholders’ equity

 

$

740,961

 

$

714,151

 

 



 

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Amounts in thousands)

 

 

 

Fiscal Years Ended March 31,

 

 

 

2010

 

2009

 

 

 

(Unaudited)

 

 

 

Sources (uses) of cash and cash equivalents

 

 

 

 

 

Operating activities:

 

 

 

 

 

Net loss

 

(69,447

)

$

(285,209

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

Increase in value of warrant

 

81,088

 

 

Goodwill impairment

 

 

174,327

 

Gain on early extinguishment of debt

 

(38,921

)

 

Depreciation and amortization

 

52,644

 

58,125

 

Amortization of debt discount and debt issuance costs

 

13,392

 

9,918

 

Write down of long-lived assets

 

656

 

67,624

 

Net gain on sales and disposals of assets

 

(1,003

)

(25,505

)

Curtailment gains on benefit plans

 

 

(30,835

)

Stock-based compensation expense

 

1,865

 

1,070

 

Pension and other post-retirement

 

(2,716

)

(3,742

)

Deferred income taxes

 

2,051

 

(8,146

)

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(18,263

)

44,777

 

Inventories

 

7,168

 

71,308

 

Prepaid expenses and other current assets

 

(5,647

)

4,055

 

Accounts payable

 

26,605

 

(67,356

)

Accrued expenses and income taxes

 

10,647

 

(490

)

Deferred income taxes payable

 

(1,472

)

(2,906

)

Other non-current obligations

 

(4,366

)

(1,290

)

Other

 

339

 

 

Net cash provided by operating activities

 

54,620

 

5,725

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Capital expenditures

 

(12,921

)

(30,541

)

Proceeds from sale of assets

 

1,500

 

34,870

 

Acquisitions, net of cash received

 

 

(1,000

)

Change in restricted cash

 

 

3,900

 

Net cash provided by (used in) investing activities

 

(11,421

)

7,229

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Proceeds from issuance of long-term debt

 

62,393

 

23,317

 

Payment on long-term debt

 

(57,494

)

(75,487

)

Debt extinguishment and issuance costs

 

(7,811

)

(1,574

)

Proceeds from sale of common stock to employee savings plan

 

 

249

 

Net cash used in financing activities

 

(2,912

)

(53,495

)

Net decrease in cash and cash equivalents

 

40,287

 

(40,541

)

Effect of foreign currency fluctuations on cash

 

(292

)

(1,638

)

Cash and cash equivalents at beginning of fiscal year

 

39,204

 

81,383

 

Cash and cash equivalents at end of fiscal year

 

$

79,199

 

$

39,204

 

 



 

KEMET CORPORATION AND SUBSIDIARIES

Changes in Accounting for Convertible Notes

(Amounts in thousands, except per share data)

 

Condensed Consolidated Statements of Operations

 

 

 

Quarter Ended March 31, 2009

 

 

 

As Previously
Presented

 

Adjustments

 

Following the
Adoption of
APB 14-1

 

Interest accretion

 

$

342

 

$

2,082

 

$

2,424

 

Net income

 

4,464

 

(2,082

)

2,382

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

Basic

 

$

0.06

 

$

(0.03

)

$

0.03

 

Diluted

 

$

0.06

 

$

(0.03

)

$

0.03

 

 



 

Adjusted EBITDA-Non-GAAP Financial Measure

 

Adjusted EBITDA represents net income (loss) before income tax expense, interest expense, net, and depreciation and amortization expense, adjusted to exclude restructuring charges, impairment write-downs, share-based compensation expense, increase in fair value of warrant, gain/loss on the disposal of assets, gain on the early extinguishment of debt, and foreign exchange transaction gain/loss.  We use Adjusted EBITDA to monitor and evaluate our operating performance and to facilitate internal and external comparisons of the historical operating performance of our business.  We present Adjusted EBITDA as a supplemental measure of our performance and ability to service debt.  We also present Adjusted EBITDA because we believe such measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

 

We believe Adjusted EBITDA is an appropriate supplemental measure of debt service capacity, because cash expenditures on interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up; depreciation and amortization are non-cash charges. The other 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 U.S. GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity.

 

Our Adjusted EBITDA measure has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP.  Some of these limitations are:

 

·                  it does not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;

 

·                  it does not reflect changes in, or cash requirements for, our working capital needs;

 

·                  it does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt;

 

·                  although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and our Adjusted EBITDA measure does not reflect any cash requirements for such replacements;

 

·                  it is not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;

 

·                  it does not reflect the impact of earnings or charges resulting from matters we consider not be indicative of our ongoing operations;

 

·                  it does not reflect limitations on or costs related to transferring earnings from our subsidiaries to us; and

 

·                  other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.

 

Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to us to meet our obligations.  You should compensate for these limitations by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only supplementally.

 



 

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

 

 

 

Q1 FY10

 

Q2 FY10

 

Q3 FY10

 

Q4 FY10

 

Net income (loss)

 

$

25,090

 

$

(93,075

)

$

(1,779

)

$

317

 

Income tax expense (benefit)

 

1,030

 

1,712

 

(93

)

2,387

 

Interest expense, net

 

5,788

 

6,389

 

7,420

 

6,223

 

Depreciation and amortization expense

 

12,264

 

13,288

 

13,701

 

13,391

 

Share-based compensation expense

 

241

 

1,387

 

160

 

77

 

Increase in value of warrant

 

 

81,088

 

 

 

Write down of long-lived assets

 

 

 

656

 

 

(Gain)/loss on disposal of assets

 

206

 

52

 

240

 

(1,501

)

Gain on early extinguishment of debt

 

(38,921

)

 

 

 

Foreign exchange transaction (gain)/loss

 

4,221

 

1,419

 

523

 

(2,057

)

Restructuring charges

 

 

1,267

 

1,322

 

6,609

 

Adjusted EBITDA

 

$

9,919

 

$

13,527

 

$

22,150

 

$

25,446