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EX-99.2 - EX-99.2 - KEMET CORPa13-23158_1ex99d2.htm

Exhibit 99.1

 

News Release

GRAPHIC

 

FOR IMMEDIATE RELEASE

 

Contact:

William M. Lowe, Jr.

Richard J. Vatinelle

 

Executive Vice President and

Director of Finance and

 

Chief Financial Officer

Investor Relations

 

williamlowe@kemet.com

richardvatinelle@kemet.com

 

864-963-6484

954-766-2800

 

KEMET REPORTS SECOND QUARTER FISCAL YEAR 2014 RESULTS

 

Highlights compared to prior quarter June 30, 2013:

 

·                  Revenue at $212.7 million up 4.9% compared to $202.7 million

·                  Adjusted Gross Margin up 3.5% to 14.8% versus 11.3%

·                  EBITDA of $16.6 million up from $7.2 million

·                  U.S. GAAP EPS of $0.29 loss per basic and diluted share versus loss of $0.78

·                  Non-GAAP EPS of $0.13 loss per basic and diluted share versus loss of $0.38

 

Greenville, South Carolina (October 31, 2013) - KEMET Corporation (the “Company”) (NYSE: KEM), a leading global supplier of electronic components, today reported preliminary results for the second fiscal quarter ended September 30, 2013.

 

Net sales for the quarter ended September 30, 2013 were $212.7 million, an increase of 4.9% over the prior quarter ended June 30, 2013 net sales of $202.7 million and a 1.5% decrease compared to net sales of $216.0 million for the quarter ended September 30, 2012. The U.S. GAAP net loss was $13.1 million, or $0.29 per basic and diluted share for the quarter ended September 30, 2013 compared to a U.S. GAAP net loss of $35.1 million or $0.78 per basic and diluted share for the prior quarter ended June 30, 2013. For the quarter ended September 30, 2012 the U.S. GAAP net loss was $24.9 million or $0.55 per basic and diluted share.

 

Non-U.S. GAAP Adjusted net loss improved to $5.7 million or $0.13 loss per basic and diluted share for the quarter ended September 30, 2013 compared to a non-U.S. GAAP Adjusted net loss of $17.0 million or $0.38 per basic and diluted share for prior quarter ended June 30, 2013.  For the quarter ended September 30, 2012 the non-U.S. GAAP Adjusted net loss was $6.2 million or $0.14 per basic and diluted share.

 

“We communicated last quarter that we expected a significant positive change in our margins and net results this quarter as we straightened out our supply chain issues and it is clear through our financial results that we are putting those issues behind us,” stated Per Loof, KEMET’s Chief Executive Officer.  “Revenue exceeded our expectations in a challenging economic environment and we continue to see a slow growth scenario over the next couple of quarters for the top line.  Regardless of the top line we expect that our margins will continue to improve quarter over quarter through the remaining two quarters of our fiscal year,” continued Loof.

 

The net loss for the quarters ended September 30, 2013 and 2012 include various items affecting comparability as denoted in the U.S. GAAP to Non-U.S. GAAP reconciliation table included hereafter.

 



 

About KEMET

 

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

 

QUIET PERIOD

 

Beginning January 1, 2014, we will observe a quiet period during which the information provided in this news release and 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 the Company’s financial condition and results of operations that are based on management’s current expectations, estimates and projections about the markets, in which the Company operates, as well as management’s beliefs and assumptions. Words such as “expects,” “anticipates,” “believes,” “estimates,” variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.

 

Factors that may cause actual 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) continued net losses could impact our ability to realize current operating plans and could materially adversely affect our liquidity and our ability to continue to operate; (iii) adverse economic conditions could cause the write down of long-lived assets or goodwill; (iv) an increase in the cost or a decrease in the availability of our principal or single-sourced purchased materials; (v) changes in the competitive environment; (vi) uncertainty of the timing of customer product qualifications in heavily regulated industries; (vii) economic, political, or regulatory changes in the countries in which we operate; (viii) difficulties, delays or unexpected costs in completing the restructuring plan; (ix) equity method investments expose us to a variety of risks; (x) acquisitions and other strategic transactions expose us to a variety of risks; (xi) inability to attract, train and retain effective employees and management; (xii) inability to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (xiii) exposure to claims alleging product defects; (xiv) the impact of laws and regulations that apply to our business, including those relating to environmental matters; (xv) the impact of international laws relating to trade, export controls and foreign corrupt practices; (xvi) volatility of financial and credit markets affecting our access to capital; (xvii) the need to reduce the total costs of our products to remain competitive; (xviii) potential limitation on the use of net operating losses to offset possible future taxable income; (xix) restrictions in our debt agreements that limit our flexibility in

 

2



 

operating our business; and (xx) 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.

 

3



 

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

(Amounts in thousands, except per share data)

(Unaudited)

 

 

 

Quarters Ended 
September 30,

 

Six Month Periods Ended 
September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Net sales

 

$

212,740

 

$

215,991

 

$

415,463

 

$

439,623

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of sales

 

182,501

 

183,053

 

367,690

 

374,374

 

Selling, general and administrative expenses

 

22,662

 

26,308

 

49,164

 

53,563

 

Research and development

 

5,861

 

6,833

 

12,241

 

14,566

 

Restructuring charges

 

1,365

 

8,522

 

5,975

 

9,786

 

Goodwill impairment

 

 

1,092

 

 

1,092

 

Write down of long-lived assets

 

 

4,234

 

 

4,234

 

Net (gain) loss on sales and disposals of assets

 

42

 

(31

)

42

 

73

 

Total operating costs and expenses

 

212,431

 

230,011

 

435,112

 

457,688

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

309

 

(14,020

)

(19,649

)

(18,065

)

 

 

 

 

 

 

 

 

 

 

Other (income) expense:

 

 

 

 

 

 

 

 

 

Interest income

 

(11

)

(26

)

(175

)

(57

)

Interest expense

 

9,908

 

10,136

 

19,942

 

20,593

 

Other (income) expense, net

 

947

 

(996

)

1,301

 

515

 

Loss before income taxes and equity loss from NEC TOKIN

 

(10,535

)

(23,134

)

(40,717

)

(39,116

)

Income tax expense

 

1,320

 

1,787

 

2,900

 

3,558

 

Loss before equity loss from NEC TOKIN

 

(11,855

)

(24,921

)

$

(43,617

)

$

(42,674

)

Equity loss from NEC TOKIN

 

(1,243

)

 

(4,620

)

 

Net loss

 

$

(13,098

)

$

(24,921

)

$

(48,237

)

$

(42,674

)

 

 

 

 

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.29

)

$

(0.55

)

$

(1.07

)

$

(0.95

)

Diluted

 

$

(0.29

)

$

(0.55

)

$

(1.07

)

$

(0.95

)

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

45,092

 

44,911

 

45,057

 

44,860

 

Diluted

 

45,092

 

44,911

 

45,057

 

44,860

 

 

4



 

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(Amounts in thousands, except per share data)

 

 

 

September 30,
2013

 

March 31,
2013

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

57,700

 

$

95,978

 

Accounts receivable, net

 

103,365

 

96,564

 

Inventories, net

 

208,836

 

205,615

 

Prepaid expenses and other

 

42,713

 

41,101

 

Deferred income taxes

 

4,453

 

4,167

 

Total current assets

 

417,067

 

443,425

 

Property and equipment, net of accumulated depreciation of $794,798 and $771,398 as of September 30, 2013 and March 31, 2013, respectively

 

311,434

 

304,508

 

Goodwill

 

35,584

 

35,584

 

Intangible assets, net

 

38,068

 

38,646

 

Investment in NEC TOKIN

 

46,942

 

52,738

 

Restricted cash

 

14,638

 

17,397

 

Deferred income taxes

 

8,717

 

7,994

 

Other assets

 

7,761

 

11,299

 

Total assets

 

$

880,211

 

$

911,591

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

29,772

 

$

10,793

 

Accounts payable

 

80,892

 

73,669

 

Accrued expenses

 

86,892

 

95,944

 

Income taxes payable and deferred income taxes

 

1,811

 

1,074

 

Total current liabilities

 

199,367

 

181,480

 

Long-term debt, less current portion

 

373,506

 

372,707

 

Other non-current obligations

 

60,864

 

71,946

 

Deferred income taxes

 

8,567

 

8,542

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

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

 

 

 

Common stock, par value $0.01, authorized 175,000 shares, issued 46,508 shares at September 30, 2013 and March 31, 2013

 

465

 

465

 

Additional paid-in capital

 

465,747

 

467,096

 

Retained deficit

 

(211,472

)

(163,235

)

Accumulated other comprehensive income

 

15,315

 

7,694

 

Treasury stock, at cost (1,391 and 1,519 shares at September 30, 2013 and March 31, 2013, respectively)

 

(32,148

)

(35,104

)

Total stockholders’ equity

 

237,907

 

276,916

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

880,211

 

$

911,591

 

 

5



 

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

 

 

 

Six Month Periods Ended 
September 30,

 

 

 

2013

 

2012

 

Net loss

 

$

(48,237

)

$

(42,674

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

Depreciation and amortization

 

25,780

 

23,177

 

Equity loss from NEC TOKIN

 

4,620

 

 

Amortization of debt discount and debt issuance costs

 

1,959

 

1,924

 

Stock-based compensation expense

 

1,628

 

2,506

 

Long-term receivable write down

 

1,444

 

 

Change in value of NEC TOKIN options

 

383

 

 

Net loss on sales and disposals of assets

 

42

 

73

 

Pension and other post-retirement benefits

 

27

 

205

 

Write down of long-lived assets

 

 

4,234

 

Settlement gain on benefit plans

 

 

(1,675

)

Goodwill impairment

 

 

1,092

 

Change in deferred income taxes

 

(957

)

838

 

Change in operating assets

 

(6,156

)

(18,656

)

Change in operating liabilities

 

(12,107

)

2,154

 

Other

 

(32

)

178

 

Net cash used in operating activities

 

(31,606

)

(26,624

)

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Capital expenditures

 

(18,337

)

(30,343

)

Change in restricted cash

 

2,874

 

 

Net cash used in investing activities

 

(15,463

)

(30,343

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Proceeds from revolving line of credit

 

21,000

 

 

Proceeds from issuance of debt

 

 

15,825

 

Deferred acquisition payments

 

(11,452

)

(6,617

)

Payments of long-term debt

 

(1,422

)

(1,576

)

Proceeds from exercise of stock options

 

57

 

42

 

Debt issuance costs

 

 

(275

)

Net cash provided by financing activities

 

8,183

 

7,399

 

Net decrease in cash and cash equivalents

 

(38,886

)

(49,568

)

Effect of foreign currency fluctuations on cash

 

608

 

(458

)

Cash and cash equivalents at beginning of fiscal period

 

95,978

 

210,521

 

Cash and cash equivalents at end of fiscal period

 

$

57,700

 

$

160,495

 

 

6



 

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 loss”, “Adjusted net loss per share” and “Adjusted EBITDA”.  Management believes that investors may find it useful to review the Company’s financial results as adjusted to exclude items as determined by management.

 

Adjusted gross margin

 

Adjusted gross margin represents net sales less cost of sales excluding adjustments which are outlined in the quantitative reconciliation provided below.  Management uses Adjusted gross margin to facilitate our analysis and understanding of our business operations and believes that Adjusted gross margin is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company.  Adjusted gross margin should not be considered as an alternative to gross margin or any other performance measure derived in accordance with U.S. GAAP.

 

The following table provides reconciliation from U.S. GAAP Gross margin to Non-U.S. GAAP Adjusted gross margin (amounts in thousands):

 

 

 

Quarters Ended

 

 

 

September 30,
2013

 

June 30, 
2013

 

 

 

(Unaudited)

 

Net sales

 

$

212,740

 

$

202,723

 

 

 

 

 

 

 

Gross margin

 

30,239

 

17,534

 

 

 

 

 

 

 

Excluding the following items (Non-U.S. GAAP):

 

 

 

 

 

Stock-based compensation

 

229

 

314

 

Plant start-up costs

 

1,050

 

1,133

 

Inventory write down

 

 

3,886

 

 

 

 

 

 

 

Adjusted gross margin

 

$

31,518

 

$

22,867

 

 

 

14.8

%

11.3

%

 

Adjusted Net Loss and Adjusted Net Loss Per Share

 

“Adjusted net loss” and “Adjusted net loss per share” represent net loss and net loss per share excluding adjustments which are outlined in the quantitative reconciliation provided below.  Management believes that these Non-U.S. GAAP financial measures are useful to investors because they provide a supplemental way to understand the underlying operating performance of the Company.  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.

 

7



 

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

 

U.S. GAAP to Non- U.S. GAAP Reconciliation

 

 

 

Quarters Ended

 

 

 

September 30, 
2013

 

June 30, 2013

 

September 30, 
2012

 

 

 

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

 

U.S. GAAP

 

 

 

 

 

 

 

Net sales

 

$

212,740

 

$

202,723

 

$

215,991

 

 

 

 

 

 

 

 

 

Net loss

 

$

(13,098

)

$

(35,139

)

$

(24,921

)

Net loss per basic and diluted share

 

$

(0.29

)

$

(0.78

)

$

(0.55

)

 

 

 

 

 

 

 

 

Excluding the following items (Non-U.S. GAAP)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(13,098

)

$

(35,139

)

$

(24,921

)

Adjustments:

 

 

 

 

 

 

 

Restructuring charges

 

1,365

 

4,610

 

8,522

 

Equity loss from NEC TOKIN

 

1,243

 

3,377

 

 

ERP integration costs

 

1,079

 

1,010

 

2,099

 

Change in value of NEC TOKIN options

 

383

 

 

 

Plant start-up costs

 

1,050

 

1,133

 

1,930

 

Amortization included in interest expense

 

945

 

1,014

 

954

 

Stock-based compensation expense

 

660

 

968

 

1,242

 

Net foreign exchange (gain) loss

 

514

 

(577

)

(442

)

NEC TOKIN investment related expenses

 

125

 

1,307

 

866

 

Net (gain) loss on sales and disposals of assets

 

42

 

 

(31

)

Inventory write down 

 

 

3,886

 

 

Long-term receivable write down

 

 

1,444

 

 

Write down of long-lived assets

 

 

 

4,234

 

Goodwill impairment

 

 

 

1,092

 

Settlement gain on benefit plans

 

 

 

(1,675

)

Income tax effect of non-U.S. GAAP adjustments (1)

 

(18

)

(56

)

(90

)

 

 

 

 

 

 

 

 

Adjusted net loss (excluding adjustments)

 

$

(5,710

)

$

(17,023

)

$

(6,220

)

 

 

 

 

 

 

 

 

Adjusted net loss per basic and diluted share (excluding adjustments)

 

$

(0.13

)

$

(0.38

)

$

(0.14

)

 


(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.

 

8



 

Adjusted EBITDA

 

Adjusted EBITDA represents net loss before net interest expense, income tax expense, and depreciation and amortization expense, adjusted to exclude adjustments which are outlined in the quantitative reconciliation provided below.  We use Adjusted EBITDA to monitor and evaluate our operating performance and to facilitate internal and external comparisons of the historical operating performance of our business.  We present Adjusted EBITDA as a supplemental measure of our performance and ability to service debt.  We also present Adjusted EBITDA because we believe such measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

 

We believe Adjusted EBITDA is an appropriate supplemental measure of debt service capacity, because cash expenditures on interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up; depreciation and amortization are non-cash charges. The other 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.

 

9



 

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 a reconciliation from U.S. GAAP net loss to Adjusted EBITDA (amounts in thousands):

 

 

 

Quarters Ended

 

 

 

September 30,
2013

 

June 30, 2013

 

September 30,
2012

 

U.S. GAAP

 

 

 

 

 

 

 

Net loss

 

$

(13,098

)

$

(35,139

)

$

(24,921

)

Interest expense, net

 

9,897

 

9,870

 

10,110

 

Income tax expense

 

1,320

 

1,580

 

1,787

 

Depreciation and amortization

 

12,049

 

13,731

 

11,521

 

EBITDA

 

10,168

 

(9,958

)

(1,503

)

Excluding the following items (Non-U.S. GAAP):

 

 

 

 

 

 

 

Restructuring charges

 

1,365

 

4,610

 

8,522

 

Equity loss from NEC TOKIN

 

1,243

 

3,377

 

 

ERP integration costs

 

1,079

 

1,010

 

2,099

 

Change in value of NEC TOKIN options

 

383

 

 

 

Plant start-up costs

 

1,050

 

1,133

 

1,930

 

Stock-based compensation expense

 

660

 

968

 

1,242

 

Net foreign exchange (gain) loss

 

514

 

(577

)

(442

)

NEC TOKIN investment related expenses

 

125

 

1,307

 

866

 

Net (gain) loss on sales and disposals of assets

 

42

 

 

(31

)

Inventory write down

 

 

3,886

 

 

Long-term receivable write down

 

 

1,444

 

 

Write down long-lived assets

 

 

 

4,234

 

Goodwill impairment

 

 

 

1,092

 

Settlement gain on benefit plan

 

 

 

(1,675

)

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

16,629

 

$

7,200

 

$

16,334

 

 

10