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EX-99.2 - EX-99.2 - KEMET CORPa11-28000_1ex99d2.htm

Exhibit 99.1

 

News Release

 

 

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 REPORTS SECOND QUARTER OF FISCAL YEAR 2012 RESULTS

 

·                  Net sales of $265.5 million in the second quarter up 6.8% compared to prior year second quarter

·                  GAAP net income per diluted share for the second quarter of fiscal year 2012 of $0.27

·                  Non-GAAP net income per diluted share for the second quarter of fiscal year 2012 of $0.43

·                  Adjusted EBITDA of $42.1 million in the second quarter

 

Greenville, South Carolina (October 27, 2011) - KEMET Corporation (NYSE: KEM) today reported preliminary results for the second fiscal quarter ended September 30, 2011.  Net sales for the quarter ended September 30, 2011 were $265.5 million, which is a 6.8% increase over the same quarter last fiscal year. Net sales for the first half of fiscal year 2012 were $555.4 million which is a 12.8% increase over the same period last fiscal year.

 

On a U.S. GAAP basis, net income was $14.3 million, or $0.27 per diluted share for the second quarter of fiscal year 2012 compared to a net income of $34.9 million or $0.68 per diluted share for the same quarter last year. The second quarter of fiscal year 2012 includes $1.6 million of restructuring charges primarily associated with the relocation of equipment and personnel reduction costs.  The second quarter of fiscal year 2011 included $2.3 million of restructuring charges primarily associated with the relocation of equipment, a $1.8 million net gain on sales of assets and a $2.0 million gain on licensing of patents.

 

Non-GAAP adjusted net income was $22.4 million or $0.43 per diluted share for the second quarter of fiscal year 2012 compared to a $31.9 million of adjusted net income or $0.62 per diluted share for the same quarter last year.

 

“Throughout most of the quarter we continued to see demand that met our expectations resulting in financial performance in line with our forecast,” said Per Loof KEMET’s Chief Executive Officer.  “The quarter ahead will be challenging as the distribution channel in all regions adjust their inventory position, but we are optimistic that this is a temporary adjustment. Early indications are that the flood disaster in Thailand may have taken a substantial portion of capacitor supply off line. Such effect could mitigate both the inventory corrections and softening demand in our fourth fiscal quarter that ends at March 31, 2012.  We intend to be supportive of those affected by the flooding and we are preparing our operations to fill the supply gap created by this disaster,” continued Loof.

 

About KEMET

 

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

 



 

QUIET PERIOD

 

Beginning January 1, 2012, we will observe a quiet period during which the information provided in this news release and our quarterly report on Form 10-Q will no longer constitute our current expectations. During the quiet period, this information should be considered to be historical, applying prior to the quiet period only and not subject to update by management. The quiet period will extend until the day when our next quarterly earnings release is published.

 

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

 

Certain statements included herein contain forward-looking statements within the meaning of federal securities laws about 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) adverse economic conditions could impact our ability to realize operating plans if the demand for our products declines, and such conditions could adversely affect our liquidity and ability to continue to operate; (ii) adverse economic conditions could cause the write down of long-lived assets; (iii) an increase in the cost or a decrease in the availability of our principal raw materials; (iv) changes in the competitive environment; (v) uncertainty of the timing of customer product qualifications in heavily regulated industries; (vi) economic, political, or regulatory changes in the countries in which we operate; (vii) difficulties, delays or unexpected costs in completing the restructuring plan; (viii) inability to attract, train and retain effective employees and management; (ix) inability to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (x) exposure to claims alleging product defects; (xi) the impact of laws and regulations that apply to our business, including those relating to environmental matters; (xii) volatility of financial and credit markets affecting our access to capital; (xiii) needing to reduce the total costs of our products to remain competitive; (xiv) potential limitation on the use of net operating losses to offset possible future taxable income; (xv) restrictions in our debt agreements that limit our flexibility in operating our business; and (xvi) additional exercise of the warrant by K Equity which could potentially result in the existence of a significant stockholder who could seek to influence our corporate decisions.

 

2



 

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

(Amounts in thousands, except per share data)

(Unaudited)

 

 

 

Quarters ended September 30,

 

Six Months Ended September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

265,514

 

$

248,588

 

$

555,370

 

$

492,382

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of sales

 

203,319

 

178,870

 

413,823

 

361,756

 

Selling, general and administrative expenses

 

28,355

 

24,999

 

58,631

 

49,214

 

Research and development

 

7,362

 

6,224

 

14,448

 

12,255

 

Restructuring charges

 

1,605

 

2,303

 

2,630

 

4,095

 

Net (gain) loss on sales and disposals of assets

 

(40

)

(1,770

)

83

 

(1,435

)

Total operating costs and expenses

 

240,601

 

210,626

 

489,615

 

425,885

 

Operating income

 

24,913

 

37,962

 

65,755

 

66,497

 

 

 

 

 

 

 

 

 

 

 

Other (income) expense:

 

 

 

 

 

 

 

 

 

Interest income

 

(31

)

(84

)

(74

)

(105

)

Interest expense

 

7,282

 

7,334

 

14,682

 

14,792

 

Other (income) expense, net

 

1,297

 

(4,792

)

1,202

 

(3,118

)

Loss on early extinguishment of debt

 

 

 

 

38,248

 

Income before income taxes

 

16,365

 

35,504

 

49,945

 

16,680

 

Income tax expense

 

2,047

 

593

 

3,778

 

1,868

 

Net income

 

$

14,318

 

$

34,911

 

$

46,167

 

$

14,812

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.32

 

$

1.29

 

$

1.10

 

$

0.55

 

Diluted

 

$

0.27

 

$

0.68

 

$

0.88

 

$

0.29

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

44,370

 

27,092

 

41,924

 

27,092

 

Diluted

 

52,230

 

51,194

 

52,307

 

50,529

 

 

3



 

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(Amounts in thousands, except per share data)

 

 

 

September 30, 2011

 

March 31, 2011

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

127,163

 

$

152,051

 

Accounts receivable, net

 

114,499

 

150,370

 

Inventories, net

 

224,573

 

206,440

 

Restricted cash

 

36,497

 

 

Prepaid expenses and other

 

31,477

 

28,097

 

Deferred income taxes

 

5,351

 

5,301

 

Total current assets

 

539,560

 

542,259

 

Property and equipment, net of accumulated depreciation of $762,380 and $740,773 as of September 30, 2011 and March 31, 2011, respectively

 

310,032

 

310,412

 

Goodwill and intangible assets, net

 

21,329

 

20,092

 

Other assets

 

10,765

 

11,546

 

Total assets

 

$

881,686

 

$

884,309

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

37,695

 

$

42,101

 

Accounts payable, trade

 

74,424

 

90,997

 

Accrued expenses

 

77,036

 

88,291

 

Income taxes payable

 

3,044

 

4,265

 

Total current liabilities

 

192,199

 

225,654

 

Long-term debt, less current portion

 

229,611

 

231,215

 

Other non-current obligations

 

51,780

 

59,727

 

Deferred income taxes

 

8,559

 

7,960

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, par value $0.01, authorized 10,000 shares, none issued

 

 

 

Common stock, par value $0.01, authorized 175,000 and 300,000 shares, issued 46,508 and 39,508 shares, at September 30, 2011 and March 31, 2011, respectively

 

465

 

395

 

Additional paid-in capital

 

469,969

 

479,322

 

Retained deficit

 

(41,578

)

(87,745

)

Accumulated other comprehensive income

 

14,122

 

22,555

 

Treasury stock, at cost (1,880 and 2,370 shares at September 30, 2011 and March 31, 2011, respectively)

 

(43,441

)

(54,774

)

Total stockholders’ equity

 

399,537

 

359,753

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

881,686

 

$

884,309

 

 

4



 

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

 

 

 

Six Months Ended September 30,

 

 

 

2011

 

2010

 

Sources (uses) of cash and cash equivalents

 

 

 

 

 

Operating activities:

 

 

 

 

 

Net income

 

$

46,167

 

$

14,812

 

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

 

 

 

 

 

Depreciation and amortization

 

23,011

 

28,642

 

Amortization of debt discount and debt issuance costs

 

2,056

 

2,754

 

Net (gain) loss on sales and disposals of assets

 

83

 

(1,435

)

Stock-based compensation expense

 

2,175

 

482

 

Change in deferred income taxes

 

379

 

(418

)

Change in operating assets

 

18,438

 

(39,109

)

Change in operating liabilities

 

(42,517

)

14,376

 

Other

 

1,197

 

(1,907

)

Loss on early extinguishment of debt

 

 

38,248

 

Net cash provided by operating activities

 

50,989

 

56,445

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Capital expenditures

 

(20,105

)

(13,821

)

Acquisition, net of cash received

 

(11,584

)

 

Proceeds from sales of assets

 

 

5,425

 

Net cash used in investing activities

 

(31,689

)

(8,396

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Change in restricted cash

 

(36,497

)

 

Proceeds from issuance of debt

 

 

227,434

 

Payments of long-term debt

 

(4,084

)

(228,543

)

Net payments under other credit facilities

 

(3,153

)

(1,779

)

Proceeds from exercise of stock options

 

159

 

 

Debt issuance costs

 

(29

)

(7,461

)

Debt extinguishment costs

 

 

(207

)

Net cash used in financing activities

 

(43,604

)

(10,556

)

Net increase (decrease) in cash and cash equivalents

 

(24,304

)

37,493

 

Effect of foreign currency fluctuations on cash

 

(584

)

762

 

Cash and cash equivalents at beginning of fiscal period

 

152,051

 

79,199

 

Cash and cash equivalents at end of fiscal period

 

$

127,163

 

$

117,454

 

 

5



 

Non-U.S. GAAP Financial Measures

 

In this news release, the Company makes reference to certain Non-U.S. GAAP financial measures, including “Adjusted net income”, “Adjusted net income 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 and Adjusted Net Income Per Share

 

“Adjusted net income” and “Adjusted net income per share” represent net income and net income per share excluding restructuring charges related primarily to equipment moves and employee severance, plant start-up costs, amortization related to debt issuance costs and debt discount, net foreign exchange gain/loss, loss on early extinguishment of debt, net gain/loss on sales and disposals of assets, ERP integration costs, stock-based compensation expense, registration related fees, acquisition related fees, gain on licensing of patents, and income tax effect on non-GAAP adjustments.  Management believes that these Non-U.S. GAAP financial measures are useful to investors because they provide a supplemental way to understand the underlying operating performance of the Company.  Management uses these Non-U.S. GAAP financial measures to evaluate operating performance.  Non-U.S. GAAP financial measures should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with U.S. GAAP.

 

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

 

GAAP to Non-GAAP Reconciliation

 

 

 

Quarters Ended

 

Six Months Ended September 30,

 

 

 

September 30, 2011

 

June 30, 2011

 

September 30, 2010

 

2011

 

2010

 

 

 

(Unaudited) (Amounts in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

265,514

 

$

289,856

 

$

248,588

 

$

555,370

 

$

492,382

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

14,318

 

$

31,849

 

$

34,911

 

$

46,167

 

$

14,812

 

Basic net income per share

 

$

0.32

 

$

0.81

 

$

1.29

 

$

1.10

 

$

0.55

 

Diluted net income per share

 

$

0.27

 

$

0.61

 

$

0.68

 

$

0.88

 

$

0.29

 

 

 

 

 

 

 

 

 

 

 

 

 

Excluding the following items (Non-GAAP)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

14,318

 

$

31,849

 

$

34,911

 

$

46,167

 

$

14,812

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

Restructuring charges

 

1,605

 

1,025

 

2,303

 

2,630

 

4,095

 

Plant start-up costs

 

718

 

 

 

718

 

 

Amortization included in interest expense

 

1,012

 

1,044

 

830

 

2,056

 

2,754

 

Net (gain) loss on sales and disposals of assets

 

(40

)

123

 

(1,770

)

83

 

(1,435

)

ERP integration costs

 

1,918

 

1,205

 

375

 

3,123

 

655

 

Stock-based compensation expense

 

984

 

1,191

 

333

 

2,175

 

482

 

Registration related fees

 

77

 

204

 

 

281

 

 

Acquisition related fees

 

 

610

 

 

610

 

 

Gain on licensing of patents

 

 

 

(2,000

)

 

(2,000

)

Net foreign exchange (gain) loss

 

1,391

 

(123

)

(2,679

)

1,268

 

(1,407

)

Loss on early extinguishment of debt

 

 

 

 

 

38,248

 

Income tax effect of non-GAAP adjustments (1)

 

406

 

(159

)

(364

)

247

 

(632

)

Adjusted net income (excluding adjustments)

 

$

22,389

 

$

36,969

 

$

31,939

 

$

59,358

 

$

55,572

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income per share (excluding adjustments)

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.50

 

$

0.94

 

$

1.18

 

$

1.42

 

$

2.05

 

Diluted

 

$

0.43

 

$

0.71

 

$

0.62

 

$

1.13

 

$

1.10

 

 


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

 

6



 

Adjusted EBITDA

 

Adjusted EBITDA represents net income before income tax expense, net interest expense, and depreciation and amortization expense, adjusted to exclude: restructuring charges, plant start-up costs, net foreign exchange gain/loss, stock-based compensation expense, gain/loss on sales and disposals of assets, ERP integration costs, registration related fees, acquisition related fees, gain on licensing of patents, and loss on early extinguishment of debt.  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 to be indicative of our ongoing operations;

 

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

 

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

 

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

 

7



 

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

 

 

 

Quarters Ended September 30,

 

Six Months Ended September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Net income

 

$

14,318

 

$

34,911

 

$

46,167

 

$

14,812

 

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Income tax expense

 

2,047

 

593

 

3,778

 

1,868

 

Interest expense, net

 

7,251

 

7,250

 

14,608

 

14,687

 

Depreciation and amortization

 

11,852

 

14,132

 

23,011

 

28,642

 

Restructuring charges

 

1,605

 

2,303

 

2,630

 

4,095

 

Plant start-up costs

 

718

 

 

718

 

 

Net foreign exchange (gain) loss

 

1,391

 

(2,679

)

1,268

 

(1,407

)

Stock-based compensation expense

 

984

 

333

 

2,175

 

482

 

Net (gain) loss on sales and disposals of assets

 

(40

)

(1,770

)

83

 

(1,435

)

ERP integration costs

 

1,918

 

375

 

3,123

 

655

 

Registration related fees

 

77

 

 

281

 

 

Acquisition related fees

 

 

 

610

 

 

Gain on licening of patents

 

 

(2,000

)

 

(2,000

)

Loss on early extinguishment of debt

 

 

 

 

38,248

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

42,121

 

$

53,448

 

$

98,452

 

$

98,647

 

 

8