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EX-99.2 - EX-99.2 - KEMET CORPa12-25545_1ex99d2.htm

 

Exhibit 99.1

 

News Release

 

 

FOR IMMEDIATE RELEASE

 

Contact:

 

William M. Lowe, Jr.

 

Dean W. Dimke

 

 

Executive Vice President and

 

Senior 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 FISCAL YEAR 2013 RESULTS

 

Greenville, South Carolina (November 1, 2012) - KEMET Corporation (the “Company”) (NYSE: KEM) ), a leading manufacturer of tantalum, ceramic, aluminum, film, paper and electrolytic capacitors, today reported preliminary results for the second fiscal quarter ended September 30, 2012.

 

Net sales for the quarter ended September 30, 2012 were $216.0 million and on a U.S. GAAP basis, the net loss was $24.9 million, or $(0.55) loss per basic and diluted share for the second quarter of fiscal year 2013 compared to net income of $14.3 million or a $0.27 per diluted share for the same quarter last year. The net loss for the quarters ended September 30, 2012 and 2011 include various items affecting comparability as denoted in the U.S. GAAP to Non-U.S. GAAP reconciliation below.

 

Non-U.S. GAAP adjusted net loss was $6.2 million or $(0.14) loss per basic and diluted share for the second quarter of fiscal year 2013 compared to a $22.4 million Non-U.S. GAAP adjusted net income or $0.43 per diluted share for the same quarter last year. Non-U.S. GAAP adjusted gross margin increased to 16.3% compared to 15.2% in the prior quarter.

 

“Revenue for this quarter came in about as we expected, more or less flat to slightly down from our first quarter, with a higher consolidated operating margin resulting in some improvement in our bottom line from a Non-GAAP basis over our first quarter as we forecasted.   As with other technology companies the global economic conditions, primarily in Europe, will continue to provide headwinds into the next quarter for us,” said Per Loof KEMET’s Chief Executive Officer.  “We are focused on achieving improvement in our operating margins and bottom line even if revenues continue to decline in the near- term.  Actions we have already implemented, and continue to implement, over the next two months will substantially change our cost structure in our fourth fiscal quarter ending March 31 and into our next fiscal year beginning in April. Our efforts are focused on improving our bottom line and returning to profitability as we enter our next fiscal year even under these tough economic conditions,” 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, 2013, 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) adverse economic conditions could cause the write down of long-lived assets or goodwill; (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) equity method investments expose us to a variety of risks; (ix) acquisitions and other strategic transactions expose us to a variety of risks; (x)  the inability to attract, train and retain effective employees and management; (xi) the inability to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (xii) exposure to claims alleging product defects; (xiii) the impact of laws and regulations that apply to our business, including those relating to environmental matters; (xiv) subject to international laws relating to trade, export controls and foreign corrupt practices; (xv) volatility of financial and credit markets affecting our access to capital; (xvi) the need to reduce the total costs of our products to remain competitive; (xvii) potential limitation on the use of net operating losses to offset possible future taxable income; (xviii) restrictions in our debt agreements that limit our flexibility in operating our business; and (xix) additional exercise of the warrant by K Equity, LLC 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,

 

 

 

2012

 

2011

 

2012

 

2011

 

Net sales

 

$

215,991

 

$

265,514

 

$

439,623

 

$

555,370

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of sales

 

183,053

 

203,319

 

374,374

 

413,823

 

Selling, general and administrative expenses

 

27,983

 

28,355

 

55,238

 

58,631

 

Research and development

 

6,833

 

7,362

 

14,566

 

14,448

 

Restructuring charges

 

8,522

 

1,605

 

9,786

 

2,630

 

Goodwill impairment

 

1,092

 

 

1,092

 

 

Write down of long-lived assets

 

4,234

 

 

4,234

 

 

Settlement gain on benefit plan

 

(1,675

)

 

 

(1,675

)

 

 

Net (gain) loss on sales and disposals of assets

 

(31

)

(40

)

73

 

83

 

Total operating costs and expenses

 

230,011

 

240,601

 

457,688

 

489,615

 

Operating income (loss)

 

(14,020

)

24,913

 

(18,065

)

65,755

 

 

 

 

 

 

 

 

 

 

 

Other (income) expense:

 

 

 

 

 

 

 

 

 

Interest income

 

(26

)

(31

)

(57

)

(74

)

Interest expense

 

10,136

 

7,282

 

20,593

 

14,682

 

Other (income) expense, net

 

(996

)

1,297

 

515

 

1,202

 

Income (loss) before income taxes

 

(23,134

)

16,365

 

(39,116

)

49,945

 

Income tax expense

 

1,787

 

2,047

 

3,558

 

3,778

 

Net income (loss)

 

$

(24,921

)

$

14,318

 

$

(42,674

)

$

46,167

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.55

)

$

0.32

 

$

(0.95

)

$

1.10

 

Diluted

 

$

(0.55

)

$

0.27

 

$

(0.95

)

$

0.88

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

44,911

 

44,370

 

44,860

 

41,924

 

Diluted

 

44,911

 

52,230

 

44,860

 

52,307

 

 

 

3



 

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(Amounts in thousands, except per share data)

 

 

 

September 30,
2012

 

March 31, 2012

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

160,495

 

$

210,521

 

Accounts receivable, net

 

99,160

 

104,950

 

Inventories, net

 

224,773

 

212,234

 

Prepaid expenses and other

 

41,041

 

32,259

 

Deferred income taxes

 

5,658

 

6,370

 

Total current assets

 

531,127

 

566,334

 

Property and equipment, net of accumulated depreciation of $773,184 and $761,522 as of September 30, 2012 and March 31, 2012, respectively

 

316,182

 

315,848

 

Goodwill

 

35,584

 

36,676

 

Intangible assets, net

 

40,102

 

41,527

 

Other assets

 

17,802

 

15,167

 

Total assets

 

$

940,797

 

$

975,552

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

1,576

 

$

1,951

 

Accounts payable

 

82,156

 

74,404

 

Accrued expenses

 

88,623

 

89,079

 

Income taxes payable

 

622

 

2,256

 

Total current liabilities

 

172,977

 

167,690

 

Long-term debt, less current portion

 

359,621

 

345,380

 

Other non-current obligations

 

90,098

 

101,229

 

Deferred income taxes

 

4,788

 

2,257

 

 

 

 

 

 

 

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, 2012 and March 31, 2012

 

465

 

465

 

Additional paid-in capital

 

466,906

 

470,059

 

Retained deficit

 

(123,727

)

(81,053

)

Accumulated other comprehensive income

 

6,658

 

12,020

 

Treasury stock, at cost (1,600 and 1,839 shares at September 30, 2012 and March 31, 2012, respectively)

 

(36,989

)

(42,495

)

Total stockholders’ equity

 

313,313

 

358,996

 

Total liabilities and stockholders’ equity

 

$

940,797

 

$

975,552

 

 

 

4



 

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

 

 

 

Six Months Ended September 30,

 

 

 

2012

 

2011

 

Net income (loss)

 

$

(42,674

)

$

46,167

 

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

 

 

 

 

 

Depreciation and amortization

 

23,177

 

$

23,011

 

Amortization of debt discount and debt issuance costs

 

1,924

 

2,056

 

Net (gain) loss on sales and disposals of assets

 

(31

)

83

 

Stock-based compensation expense

 

2,506

 

2,175

 

Goodwill impairment

 

1,092

 

 

Write down of long-lived assets

 

4,234

 

 

Settlement gain on benefit plan

 

(1,675

)

 

Change in deferred income taxes

 

838

 

379

 

Change in operating assets

 

(18,395

)

18,438

 

Change in operating liabilities

 

2,259

 

(42,517

)

Other

 

121

 

1,197

 

Net cash provided by (used in) operating activities

 

(26,624

)

50,989

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Capital expenditures

 

(30,343

)

(20,105

)

Acquisition, net of cash received

 

 

(11,584

)

Net cash used in investing activities

 

(30,343

)

(31,689

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Proceeds from issuance of debt

 

15,825

 

 

Deferred acquisition payments

 

(6,617

)

 

Payments of long-term debt

 

(1,576

)

(4,084

)

Net borrowings (payments) under other credit facilities

 

 

(3,153

)

Proceeds from exercise of stock options

 

42

 

159

 

Debt issuance costs.

 

(275

)

(29

)

Change in restricted cash

 

 

(36,497

)

Net cash provided by (used in) financing activities

 

7,399

 

(43,604

)

Net decrease in cash and cash equivalents

 

(49,568

)

(24,304

)

Effect of foreign currency fluctuations on cash

 

(458

)

(584

)

Cash and cash equivalents at beginning of fiscal period

 

210,521

 

152,051

 

Cash and cash equivalents at end of fiscal period

 

$

160,495

 

$

127,163

 

 

 

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 (loss)”, “Adjusted net income (loss) per share”, “Adjusted EBITDA” and “Adjusted gross margin”.  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

 

“Adjusted net income (loss)” and “Adjusted net income (loss) per share” represent net income (loss) and net income (loss) per share excluding restructuring charges related primarily to equipment moves and employee severance,  write down of long-lived assets, ERP integration costs, plant start-up costs,  stock-based compensation expense, goodwill impairment, amortization related to debt issuance costs and debt discount/premium, acquisition related fees, settlement gain on benefit plan, net foreign exchange gain/loss, net gain/loss on sales and disposals of assets, registration related fees and income tax effect on Non-U.S. 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.

 

 

6



 

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

 

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

 

 

 

Quarters Ended

 

 

 

September 30,
2012

 

June 30,
2012

 

September 30,
2011

 

 

 

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

 

U.S. GAAP

 

 

 

 

 

 

 

Net sales

 

$

215,991

 

$

223,632

 

$

265,514

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(24,921

)

$

(17,753

)

$

14,318

 

 

 

 

 

 

 

 

 

Basic net income (loss) per share

 

$

(0.55

)

$

(0.40

)

$

0.32

 

Diluted net income (loss) per share

 

$

(0.55

)

$

(0.40

)

$

0.27

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(24,921

)

$

(17,753

)

$

14,318

 

Adjustments:

 

 

 

 

 

 

 

Restructuring charges

 

8,522

 

1,264

 

1,605

 

Write down of long-lived assets

 

4,234

 

 

 

ERP integration costs

 

2,099

 

1,676

 

1,918

 

Plant start-up costs

 

1,930

 

1,361

 

718

 

Stock-based compensation expense

 

1,242

 

1,264

 

984

 

Goodwill impairment

 

1,092

 

 

 

Amortization included in interest expense

 

954

 

971

 

1,012

 

Acquisition related fees

 

866

 

542

 

 

Settlement gain on benefit plan

 

(1,675

)

 

 

Net foreign exchange (gain) loss

 

(442

)

1,789

 

1,391

 

Net (gain) loss on sales and disposals of assets

 

(31

)

104

 

(40

)

Registration related fees

 

 

20

 

77

 

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

 

(90

)

4

 

406

 

Adjusted net income (loss)(excluding adjustments)

 

$

(6,220

)

$

(8,758

)

$

22,389

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

Basic

 

$

(0.14

)

$

(0.20

)

$

0.50

 

Diluted

 

$

(0.14

)

$

(0.20

)

$

0.43

 

 


(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, and includes the income tax affect of law changes related to the utilization of net operating loss carryforwards.

 

 

7



 

Adjusted EBITDA

 

“Adjusted EBITDA” represents net income (loss) before net interest expense, income tax expense, and depreciation and amortization expense, adjusted to exclude: restructuring charges, write down of long-lived assets, ERP integration costs, plant start-up costs, stock-based compensation expense, goodwill impairment, acquisition related fees, settlement gain on benefit plan, net foreign exchange gain/loss, net loss on sales and disposals of assets, and registration related fees.  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;

 

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

 

·                  t 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

 

 

8



 

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

 

 

 

Quarters Ended

 

 

 

September 30,
2012

 

June 30,
2012

 

September 30,
2011

 

U.S. GAAP

 

 

 

 

 

 

 

Net income (loss)

 

$

(24,921

)

$

(17,753

)

$

14,318

 

Interest expense, net

 

10,110

 

10,426

 

7,251

 

Income tax expense

 

1,787

 

1,771

 

2,047

 

Depreciation and amortization

 

11,521

 

11,656

 

11,852

 

EBITDA

 

(1,503

)

6,100

 

35,468

 

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

 

 

 

 

 

 

 

Restructuring charges

 

8,522

 

1,264

 

1,605

 

Write down of long-lived assets

 

4,234

 

 

 

ERP integration costs

 

2,099

 

1,676

 

1,918

 

Plant start-up costs

 

1,930

 

1,361

 

718

 

Stock-based compensation expense

 

1,242

 

1,264

 

984

 

Goodwill impairment

 

1,092

 

 

 

Acquisition related fees

 

866

 

542

 

 

Settlement gain on benefit plan

 

(1,675

)

 

 

Net foreign exchange (gain) loss

 

(442

)

1,789

 

1,391

 

Net (gain) loss on sales and disposals of assets

 

(31

)

104

 

(40

)

Registration related fees

 

 

20

 

77

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

16,334

 

$

14,120

 

$

42,121

 

 

 

9



 

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 a reconciliation from U.S. GAAP gross margin to Adjusted gross margin (amounts in thousands):

 

 

 

Quarters Ended

 

 

 

September 30,
2012

 

June 30,
2012

 

September 30,
2011

 

U.S. GAAP

 

 

 

 

 

 

 

Net sales

 

$

215,991

 

$

223,632

 

$

265,514

 

 

 

 

 

 

 

 

 

Gross margin

 

$

32,938

 

$

32,311

 

$

62,195

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

Plant start-up costs

 

1,930

 

1,361

 

718

 

Stock-based compensation expense

 

423

 

401

 

206

 

Adjusted gross margin

 

$

35,291

 

$

34,073

 

$

63,119

 

Adjusted gross margin as a percentage of net sales

 

16.3%

 

15.2%

 

23.8%

 

 

 

10