KEMET CORP - FORM 10-Q - October 31, 2014

Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - KEMET CORPFinancial_Report.xls
EX-32.2 - EXHIBIT-CFO - KEMET CORPkem-fy150930xex322.htm
EX-32.1 - EXHIBIT-CEO - KEMET CORPkem-fy150930xex321.htm
EX-31.2 - EXHIBIT-CFO - KEMET CORPkem-fy150930xex312.htm
EX-31.1 - EXHIBIT-CEO - KEMET CORPkem-fy150930xex311.htm

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 10-Q
(Mark One)
ý      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014 
or
o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the transition period from           to      
  
Commission File Number: 001-15491
 
KEMET CORPORATION
(Exact name of registrant as specified in its charter)
 
DELAWARE
 
57-0923789
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

2835 KEMET WAY, SIMPSONVILLE, SOUTH CAROLINA 29681
(Address of principal executive offices, zip code)
 
(864) 963-6300
(Registrant’s telephone number, including area code)
 
Former name, former address and former fiscal year, if changed since last report: N/A
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES ý  NO o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES ý NO o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer o
 
Accelerated filer x
 
 
 
Non-accelerated filer o
 
Smaller reporting company o
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o YES  ý NO
 
The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of October 29, 2014 was 45,404,915.
 


KEMET CORPORATION AND SUBSIDIARIES
Form 10-Q for the Quarter ended September 30, 2014
 
INDEX
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 10.1
 
Exhibit 31.1
 
Exhibit 31.2
 
Exhibit 32.1
 
Exhibit 32.2
 
Exhibit 101
 



PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
 

3

KEMET CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Amounts in thousands, except per share data)
(Unaudited)
 
 
September 30, 2014
 
March 31, 2014
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
51,576

 
$
57,929

Accounts receivable, net
95,581

 
98,947

Inventories, net
188,833

 
187,974

Prepaid expenses and other
40,229

 
36,871

Deferred income taxes
6,569

 
6,695

Current assets of discontinued operations
—

 
12,160

Total current assets
382,788

 
400,576

Property, plant and equipment, net of accumulated depreciation of $811,576 and $805,687 as of September 30, 2014 and March 31, 2014, respectively
275,498

 
292,648

Goodwill
35,584

 
35,584

Intangible assets, net
35,377

 
37,184

Investment in NEC TOKIN
48,449

 
46,419

Restricted cash
12,955

 
13,512

Deferred income taxes
6,423

 
6,778

Other assets
20,153

 
10,130

Non-current assets of discontinued operations
—

 
836

Total assets
$
817,227

 
$
843,667

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Current portion of long-term debt
$
25,826

 
$
7,297

Accounts payable
72,629

 
74,818

Accrued expenses
66,400

 
76,468

Income taxes payable and deferred income taxes
345

 
980

Current liabilities of discontinued operations
—

 
7,269

Total current liabilities
165,200

 
166,832

Long-term debt, less current portion
376,256

 
391,292

Other non-current obligations
52,246

 
55,864

Deferred income taxes
8,687

 
5,203

Non-current liabilities of discontinued operations
—

 
2,592

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, 2014 and March 31, 2014
465

 
465

Additional paid-in capital
461,478

 
465,027

Retained deficit
(228,948
)
 
(231,738
)
Accumulated other comprehensive income
6,935

 
18,184

Treasury stock, at cost (1,103 and 1,301 shares at September 30, 2014 and March 31, 2014, respectively)
(25,092
)
 
(30,054
)
Total stockholders’ equity
214,838

 
221,884

Total liabilities and stockholders’ equity
$
817,227

 
$
843,667


 See accompanying notes to the unaudited condensed consolidated financial statements.

4

KEMET CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Amounts in thousands, except per share data)
(Unaudited)
 
 
Quarters Ended September 30,
 
Six Month Periods Ended September 30,
 
2014
 
2013
 
2014
 
2013
Net sales
$
215,293

 
$
208,449

 
$
428,174

 
$
410,506

Operating costs and expenses:
 

 
 

 
 

 
 

Cost of sales
169,538

 
177,532

 
349,462

 
361,045

Selling, general and administrative expenses
25,510

 
22,315

 
50,289

 
48,395

Research and development
6,338

 
5,611

 
12,927

 
11,677

Restructuring charges
1,687

 
1,364

 
3,517

 
5,974

Net (gain) loss on sales and disposals of assets
(550
)
 
42

 
(185
)
 
42

Total operating costs and expenses
202,523

 
206,864

 
416,010

 
427,133

Operating income (loss)
12,770

 
1,585

 
12,164

 
(16,627
)
Non-operating (income) expense:
 

 
 

 
 

 
 

Interest income
(3
)
 
(11
)
 
(6
)
 
(175
)
Interest expense
10,287

 
9,908

 
20,743

 
19,942

Other (income) expense, net
(7,595
)
 
946

 
(11,128
)
 
1,301

Income (loss) from continuing operations before income taxes and equity income (loss) from NEC TOKIN
10,081

 
(9,258
)
 
2,555

 
(37,695
)
Income tax expense
2,583

 
1,444

 
3,865

 
3,260

Income (loss) from continuing operations before equity income (loss) from NEC TOKIN
7,498

 
(10,702
)
 
(1,310
)
 
(40,955
)
Equity income (loss) from NEC TOKIN
232

 
(1,243
)
 
(1,443
)
 
(4,620
)
Income (loss) from continuing operations
7,730


(11,945
)

(2,753
)

(45,575
)
Income (loss) from discontinued operations, net of income tax expense (benefit) of $1,017, $(124), $1,935 and $(360), respectively
(1,400
)
 
(1,151
)
 
5,543

 
(2,661
)
Net income (loss)
$
6,330

 
$
(13,096
)
 
$
2,790

 
$
(48,236
)
Net income (loss) per basic share:
 

 
 

 
 

 
 

Net income (loss) from continuing operations
$
0.17

 
$
(0.26
)
 
$
(0.06
)
 
$
(1.01
)
Net income (loss) from discontinued operations
$
(0.03
)
 
$
(0.03
)
 
$
0.12

 
$
(0.06
)
Net income (loss)
$
0.14

 
$
(0.29
)
 
$
0.06

 
$
(1.07
)
 
 
 
 
 
 
 
 
Net income (loss) per diluted share:
 

 
 

 
 

 
 

Net income (loss) from continuing operations
$
0.15

 
$
(0.26
)
 
$
(0.05
)
 
$
(1.01
)
Net income (loss) from discontinued operations
$
(0.03
)
 
$
(0.03
)
 
$
0.11

 
$
(0.06
)
Net income (loss)
$
0.12

 
$
(0.29
)
 
$
0.06

 
$
(1.07
)
 
 
 
 
 
 
 
 
Weighted-average shares outstanding:
 

 
 

 
 

 
 

Basic
45,400

 
45,092

 
45,337

 
45,057

Diluted
52,521

 
45,092

 
52,562

 
45,057


See accompanying notes to the unaudited condensed consolidated financial statements.

5

KEMET CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Amounts in thousands)
(Unaudited)
 
 
Quarters Ended September 30,
 
Six Month Periods Ended September 30,
 
2014
 
2013
 
2014
 
2013
Net income (loss)
$
6,330

 
$
(13,096
)
 
$
2,790

 
$
(48,236
)
Other comprehensive income (loss):
 

 
 

 
 

 
 

Foreign currency translation gains (losses)
(13,659
)
 
6,359

 
(14,759
)
 
8,631

Defined benefit pension plans, net of tax impact
81

 
121

 
141


296

Post-retirement plan adjustments
(52
)
 
(61
)
 
(104
)
 
(131
)
Equity interest in NEC TOKIN's other comprehensive income (loss)
2,982

 
(524
)
 
3,473

 
(1,175
)
Other comprehensive income (loss)
(10,648
)
 
5,895

 
(11,249
)
 
7,621

Total comprehensive income (loss)
$
(4,318
)
 
$
(7,201
)
 
$
(8,459
)
 
$
(40,615
)
 
See accompanying notes to the unaudited condensed consolidated financial statements.


6

KEMET CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
 
 
Six Month Periods Ended September 30,
 
2014
 
2013
Net income (loss)
$
2,790

 
$
(48,236
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 

 
 

Gain on sale of discontinued operations
(5,809
)
 
—

Net cash provided by (used in) operating activities of discontinued operations
(1,357
)
 
933

Depreciation and amortization
20,974

 
25,590

Equity (income) loss from NEC TOKIN
1,443

 
4,620

Amortization of debt and financing costs
1,332

 
1,959

Stock-based compensation expense
1,952

 
1,628

Long-term receivable write down
59

 
1,444

Change in value of NEC TOKIN options
(10,700
)
 
382

Net (gain) loss on sales and disposals of assets
(185
)
 
42

Pension and other post-retirement benefits
37

 
27

Change in deferred income taxes
2,142

 
(957
)
Change in operating assets
(4,268
)
 
(8,261
)
Change in operating liabilities
(6,341
)
 
(10,932
)
Other
(475
)
 
155

Net cash provided by (used in) operating activities
1,594

 
(31,606
)
Investing activities:
 

 
 

Capital expenditures
(11,975
)
 
(18,337
)
Proceeds from sale of assets
2,451

 
—

Change in restricted cash
558

 
2,874

Proceeds from sale of discontinued operations
10,125

 
—

Net cash provided by (used in) investing activities
1,159

 
(15,463
)
Financing activities:
 

 
 

Proceeds from revolving line of credit
14,300

 
21,000

Payments of revolving line of credit
(7,500
)
 
—

Deferred acquisition payments
(11,597
)
 
(11,452
)
Payments of long-term debt
(3,135
)
 
(1,422
)
Proceeds from exercise of stock options
25

 
57

Net cash provided by (used in) financing activities
(7,907
)
 
8,183

Net increase (decrease) in cash and cash equivalents
(5,154
)
 
(38,886
)
Effect of foreign currency fluctuations on cash
(1,199
)
 
608

Cash and cash equivalents at beginning of fiscal period
57,929

 
95,978

Cash and cash equivalents at end of fiscal period
$
51,576

 
$
57,700

 
See accompanying notes to the unaudited condensed consolidated financial statements.


7

Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
Note 1. Basis of Financial Statement Presentation
 
The condensed consolidated financial statements contained herein are unaudited and have been prepared from the books and records of KEMET Corporation and its subsidiaries (“KEMET” or the “Company”). In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q, and therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Although the Company believes the disclosures are adequate to make the information presented not misleading, it is suggested that these condensed consolidated financial statements be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended March 31, 2014 (the “Company’s 2014 Annual Report”).
 
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. In consolidation, all significant intercompany amounts and transactions have been eliminated.  Certain prior year amounts have been reclassified to conform to current year presentation.  Net sales and operating results for the quarter and six month periods ended September 30, 2014 are not necessarily indicative of the results to be expected for the full year.
 
The Company’s significant accounting policies are presented in the Company’s 2014 Annual Report.
 
Use of Estimates and Assumptions
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and judgments based on historical data and other assumptions that management believes are reasonable.  These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. In addition, they affect the reported amounts of revenues and expenses during the reporting period.
 
The Company’s judgments are based on management’s assessment as to the effect certain estimates, assumptions, or future trends or events may have on the financial condition and results of operations reported in the unaudited condensed consolidated financial statements. It is important that readers of these unaudited financial statements understand that actual results could differ from these estimates, assumptions, and judgments.
 
Recently Issued Accounting Pronouncements
 
New accounting standards adopted
 
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which supersedes existing accounting standards for revenue recognition and creates a single framework. The new guidance is effective for the Company's fiscal year that begins on April 1, 2017 and interim periods within that fiscal year and requires either a retrospective or a modified retrospective approach to adoption. The Company is currently evaluating the potential impact on its Consolidated Financial Statements and related disclosures, as well as the available transition methods. Early adoption is prohibited. 

There are currently no other accounting standards that have been issued that will have a significant impact on the Company’s financial position, results of operations or cash flows upon adoption.
 
Restricted Cash
 
As discussed in Note 3, Debt, the Company received a $24.0 million prepayment from an original equipment manufacturer (“OEM”) and, through September 30, 2014, utilized $13.1 million for the purchase of manufacturing equipment. The remaining proceeds of $10.9 million are classified as restricted cash at September 30, 2014.
 
A bank guarantee in the amount of €1.5 million ($1.9 million) was issued by a European bank on behalf of the Company in August 2006 in conjunction with the establishment of a Value-Added Tax (“VAT”) registration in The Netherlands.

8

Accordingly, a deposit was placed with the European bank for €1.7 million ($2.1 million). While the deposit is in KEMET’s name, and KEMET receives all interest earned by this deposit, the deposit is pledged to the European bank, and the bank can use the funds if a valid claim against the bank guarantee is made. The bank guarantee will remain valid until it is discharged by the beneficiary.
 
Fair Value Measurement
 
The Company utilizes three levels of inputs to measure the fair value of (a) nonfinancial assets and liabilities that are recognized or disclosed at fair value in the Company’s consolidated financial statements on a recurring basis (at least annually) and (b) all financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.
 
The first two inputs are considered observable and the last is considered unobservable. The levels of inputs are as follows:
 
•
Level 1—Quoted prices in active markets for identical assets or liabilities.

•
Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
 
Assets and liabilities measured at fair value on a recurring basis as of September 30, 2014 and March 31, 2014 are as follows (amounts in thousands):
 
Carrying Value September 30,
 
Fair Value September 30,
 
Fair Value Measurement Using
 
Carrying Value March 31,
 
Fair Value March 31,
 
Fair Value Measurement Using
 
2014
 
2014
 
Level 1
 
Level 2 (2)
 
Level 3
 
2014
 
2014
 
Level 1
 
Level 2 (2)
 
Level 3
Assets:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Money markets (1)
$
739

 
$
739

 
$
739

 
$
—

 
$
—

 
$
714

 
$
714

 
$
714

 
$
—

 
$
—

Total debt
402,082

 
414,406

 
372,750

 
41,656

 
—

 
398,589

 
409,284

 
371,863

 
37,421

 
—

NEC TOKIN options,
 net (3)
14,300

 
14,300

 
—

 
—

 
14,300

 
3,600

 
3,600

 
—

 
—

 
3,600

___________________
(1)
Included in the line item “Cash and cash equivalents” on the Condensed Consolidated Balance Sheets.
(2)
The valuation approach used to calculate fair value was a discounted cash flow based on the borrowing rate for each respective debt facility.
(3)
See Note 6, Investment in NEC TOKIN, for a description of the NEC TOKIN options.  The value of the options is interrelated and depends
on the enterprise value of NEC TOKIN Corporation and its forecasted EBITDA over the duration of the instruments. The options have been valued using option pricing methods in a Monte Carlo simulation.

The table below summarizes NEC TOKIN option valuation activity using significant unobservable inputs (Level 3) (amounts in thousands):
March 31, 2014
$
3,600

Change in value of NEC TOKIN options
10,700

September 30, 2014
$
14,300

 

9

Inventories
 
Inventories are stated at the lower of cost or market.  The components of inventories are as follows (amounts in thousands):
 
September 30, 2014
 
March 31, 2014
Raw materials and supplies
$
89,416

 
$
90,968

Work in process
58,363

 
61,310

Finished goods
62,358

 
62,522

 
210,137

 
214,800

Inventory reserves (1)
(21,304
)
 
(26,826
)
 
$
188,833

 
$
187,974

___________________
(1)
During the quarter ended June 30, 2013, the Company recorded a $3.9 million reserve for inventory held by a third party. In the quarter ended June 30, 2014, this $3.9 million of inventory and the related reserve was written off.
 
Warrant
 
As of September 30, 2014 and March 31, 2014, 8.4 million shares were subject to the warrant held by K Equity, LLC.
 
Revenue Recognition
 
The Company ships products to customers based upon firm orders and revenue is recognized when the sales process is complete. This occurs when products are shipped to the customer in accordance with the terms of an agreement of sale, there is a fixed or determinable selling price, title and risk of loss have been transferred and collectability is reasonably assured. Shipping and handling costs are included in cost of sales.
A portion of sales is related to products designed to meet customer specific requirements. These products typically have stricter tolerances making them useful to the specific customer requesting the product and to customers with similar or less stringent requirements. The Company recognizes revenue when title to the products transfers to the customer.
A portion of sales is made to distributors under agreements allowing certain rights of return and price protection on unsold merchandise held by distributors. The Company's distributor policy includes inventory price protection and "ship-from-stock and debit" ("SFSD") programs common in the industry.
KEMET's SFSD program provides authorized distributors with the flexibility to meet marketplace prices by allowing them, upon a pre-approved case-by-case basis, to adjust their purchased inventory cost to correspond with current market demand. Requests for SFSD adjustments are considered on an individual basis, require a pre-approved cost adjustment quote from their local KEMET sales representative and apply only to a specific customer, part, specified special price amount, specified quantity, and is only valid for a specific period of time. To estimate potential SFSD adjustments corresponding with current period sales, KEMET records a sales reserve based on historical SFSD credits, distributor inventory levels, and certain accounting assumptions, all of which are reviewed quarterly.
Most of the Company's distributors have the right to return to KEMET a certain portion of the purchased inventory, which, in general, does not exceed 6% of their purchases from the previous fiscal quarter. KEMET estimates future returns based on historical return patterns and records a corresponding allowance on the Condensed Consolidated Balance Sheets. The Company also offers volume based rebates on a case -by-case basis to certain customers in each of the Company's sales' channels.
The establishment of sales allowances is recognized as a component of the line item "Net sales" on the Condensed Consolidated Statements of Operations, while the associated reserves are included in the line item "Accounts receivable, net" on the Condensed Consolidated Balance Sheets. Estimates used in determining sales allowances are subject to various factors. This includes, but is not limited to, changes in economic conditions, pricing changes, product demand, inventory levels in the supply chain, the effects of technological change, and other variables that might result in changes to the Company's estimates.
The Company provides a limited warranty to customers that the Company’s products meet certain specifications. The warranty period is generally limited to one year, and the Company’s liability under the warranty is generally limited to a replacement of the product or refund of the purchase price of the product. Warranty costs as a percentage of net sales were

10

approximately 1.0% for the quarters and six month periods ended September 30, 2014 and 2013. The Company recognizes warranty costs when they are both probable and reasonably estimable.
 
Note 2. Discontinued Operations
The Film and Electrolytic business group completed the sale of its machinery division in April, 2014, which, subject to closing adjustments, resulted in a gain of $5.8 million on the sale of the business (after income tax expense) offset by a loss from machinery operations of $0.3 million during the six month period ended September 30, 2014 resulting in net income from discontinued operations of $5.5 million.

Net sales and operating income (loss) from the Company’s discontinued operation for the quarters and six month periods ended September 30, 2014 and 2013 were (amounts in thousands):
 
Quarters Ended September 30,
 
Six Month Periods Ended September 30,
 
2014
 
2013
 
2014
 
2013
Net sales
$
—

 
$
4,291

 
$
104

 
$
4,957

Operating income (loss)
165

 
(1,275
)
 
(266
)
 
(3,021
)

Note 3. Debt
 
A summary of debt is as follows (amounts in thousands):
 
September 30,
2014
 
March 31,
2014
10.5% Senior Notes, net of premium of $2,807 and $3,144 as of September 30, 2014 and March 31, 2014, respectively
$
357,807

 
$
358,144

Advanced payment from OEM, net of discount of $111 and $323 as of September 30, 2014 and March 31, 2014, respectively
18,486

 
20,095

Revolving line of credit
25,249

 
18,449

Other
540

 
1,901

Total debt
402,082

 
398,589

Current maturities
(25,826
)
 
(7,297
)
Total long-term debt
$
376,256

 
$
391,292


The line item “Interest expense” on the Condensed Consolidated Statements of Operations for the quarters and six month periods ended September 30, 2014 and 2013, consists of the following (amounts in thousands):
 
Quarters Ended September 30,
 
Six Month Periods Ended September 30,
 
2014
 
2013
 
2014
 
2013
Contractual interest expense
$
9,659

 
$
8,963

 
$
19,411

 
$
17,983

Amortization of debt issuance costs
426

 
426

 
852

 
852

Amortization of debt (premium) discount
(78
)
 
42

 
(126
)
 
104

Imputed interest on acquisition related obligations
235

 
477

 
522

 
1,003

Interest expense on capital lease
45

 
—

 
84

 
—

Total interest expense
$
10,287

 
$
9,908

 
$
20,743

 
$
19,942

 
Revolving Line of Credit
 
KEMET Electronics Corporation (“KEC”) and KEMET Electronics Marketing (S) Pte Ltd. (“KEMET Singapore”) (each a “Borrower” and, collectively, the “Borrowers”) entered into a Loan and Security Agreement (the “Loan and Security Agreement”) which provides a $50.0 million revolving line of credit.  A portion of the U.S. and Singapore facilities can be used to issue letters of credit (“Letters of Credit”). Pursuant to an amendment to the Loan and Security Agreement entered into on April 30, 2014, the facilities expire on December 31, 2015.

11

 
As of September 30, 2014 the Company had outstanding borrowings of $25.2 million under the revolving line of credit, of which $13.2 million was borrowed under the U.S. facility at a rate of 5.25% (Base Rate, as defined in the Loan and Security Agreement, plus 2.25%) with no specific repayment date (Base Rate borrowing can be repaid at any time prior to the expiration of the facility), and $12.0 million borrowed under the Singapore facility at a rate of 3.50% (London Interbank Offer Rate (“LIBOR”) plus 3.25% based upon the fixed charge coverage ratio of KEMET Corporation and its subsidiaries on a consolidated basis).  The term of this borrowing was originally 31 days with total interest and principal payable at maturity, on October 28, 2013, however, it has been extended periodically and is currently due on November 23, 2014. For the six month period ended September 30, 2014, the Company borrowed an additional $14.3 million, of which $7.5 million was repaid during the period.  These were the only borrowings under the revolving line of credit, and as of September 30, 2014, the Company's available borrowing capacity under the Loan and Security Agreement was $0.3 million (after the $16.0 million used for letters of credit as described below).

As described below in the section titled "Advanced Payment from OEM", a standby letter of credit for $16.0 million was delivered to the OEM on October 8, 2012. In fiscal year 2014, the Company issued two letters of credit for €1.1 million ($1.4 million) and €0.7 million ($0.9 million) related to the construction of the new manufacturing location in Italy which were canceled during February 2014 and April 2014, respectively. Outstanding letters of credit reduce the Company's availability under the Loan and Security Agreement.
 
Advanced Payment from OEM
 
On August 28, 2012, the Company entered into and amended an agreement (the “Agreement”) with an OEM, pursuant to which the OEM agreed to advance the Company $24.0 million (the “Advance Payment”).  As of September 30, 2014 and March 31, 2014, the Company had $18.6 million and $20.4 million, respectively, outstanding under this agreement.  On a monthly basis starting in June 2013, the Company began repaying the OEM an amount equal to a percentage of the aggregate purchase price of the capacitors sold to the OEM the preceding month, not to exceed $1.0 million per month.  Pursuant to the terms of the Agreement, the percentage of the aggregate purchase price of capacitors sold to the OEM used to repay the Advance Payment will double, not to exceed $2.0 million per month, in the event that (1) the OEM provides evidence that the price charged by KEMET for a particular capacitor during any prior quarter was equal to or greater than 110% of the price paid by the OEM or its affiliates for a third-party part qualified for the same product, and shipping in volume during such period; and, (2) agreement cannot be reached between the OEM and the Company for a price adjustment during the current quarter which would bring KEMET’s price within 110% of the third-party price.  In June 2015, the outstanding balance, if any, is due in full.  Pursuant to the terms of the Agreement, the Company delivered to the OEM an irrevocable standby Letter of Credit in the amount of $16.0 million on October 8, 2012; and, on October 22, 2012, the Company received the Advance Payment from the OEM.
 
The OEM may demand repayment of the entire balance outstanding or draw upon the Letter of Credit if any of the following events occur while the Agreement is still in effect: (i) the Company commits a material breach of the Agreement, the statement of work or the master purchase agreement between the OEM and the Company; (ii) the Company’s credit rating issued by Standard & Poor’s Financial Services LLC or its successor or Moody’s Investors Services, Inc. or its successors drops below CCC+ or Caa1, respectively; (iii) the Company’s cash balance on the last day of any fiscal quarter is less than $60.0 million; (iv) the Letter of Credit has been terminated without being replaced prior to repayment of the Advance Payment amount; (v) the Company or substantially all of its assets are sold to a party other than a subsidiary of the Company; (vi) all or substantially all of the assets of a subsidiary of the Company, or any of the shares of such subsidiary, are sold, whose assets are used to develop and produce the Goods; (vii) the Company or any subsidiary which accounts for 20% or more of the Company’s consolidated total assets (“Company Entity”) applies for judicial or extra judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee in bankruptcy appointed by reason of its insolvency, or in the event of an involuntary bankruptcy action, liquidation proceeding, dissolution or similar proceeding is filed against a Company Entity and not dismissed within sixty (60) days.  To the Company’s best knowledge and belief, none of these triggers have been met including maintaining a minimum cash balance since the Company's cash balance (including restricted cash under the OEM agreement) exceeds the $60.0 million threshold.

10.5% Senior Notes
 
As of September 30, 2014 and March 31, 2014, the Company had outstanding $355.0 million in aggregate principal amount of the Company’s 10.5% Senior Notes due May 1, 2018 (the “10.5% Senior Notes”).  The Company had interest payable related to the 10.5% Senior Notes included in the line item “Accrued expenses” on its Condensed Consolidated balance sheets of $15.5 million as of September 30, 2014 and March 31, 2014.


12

Note 4. Restructuring Charges
 
The Company is in the process of various restructuring plans to make the Company more competitive by removing excess capacity, relocating production to lower cost locations, and eliminating unnecessary costs throughout the Company.

A summary of the expenses aggregated in the Condensed Consolidated Statements of Operations line item “Restructuring charges” in the quarters and six month periods ended September 30, 2014 and 2013, is as follows (amounts in thousands):
 
Quarters Ended September 30,
 
Six Month Periods Ended September 30,
 
2014
 
2013
 
2014
 
2013
Manufacturing relocation costs
$
539

 
$
548

 
$
2,223

 
$
1,023

Personnel reduction costs
1,148

 
816

 
1,294

 
4,951

Total restructuring charges
$
1,687

 
$
1,364

 
$
3,517

 
$
5,974


Quarter Ended September 30, 2014

The Company incurred $1.7 million in restructuring charges in the quarter ended September 30, 2014 including $1.1 million of personnel reduction costs due to planned headcount reductions in Europe (primarily Landsberg, Germany) as we move production to lower cost regions and $0.5 million of manufacturing relocation costs primarily due to the relocation of equipment from Landsberg, Germany to Suzhou, China and Pontecchio, Italy along with costs associated with the shut-down of the Tantalum production line in Evora, Portugal.

Six month period ended September 30, 2014

The Company incurred $3.5 million in restructuring charges in the six month period ended September 30, 2014 including $1.3 million of personnel reduction costs. The personnel reductions were caused by planned headcount reductions in Europe (primarily Landsberg, Germany) ($1.0 million) and a global reduction of overhead ($0.3 million). The remaining $2.2 million included $0.7 million for manufacturing relocation costs primarily due to the relocation of equipment from Landsberg, Germany to Suzhou, China and Pontecchio, Italy and consolidation of manufacturing facilities within Italy and $1.3 million due to the shut-down of the Tantalum production line in Evora, Portugal.

Quarter Ended September 30, 2013

The Company incurred $1.4 million in restructuring charges in the quarter ended September 30, 2013 including $0.8 million of personnel reduction costs which is comprised of $0.3 million in termination benefits associated with converting the Weymouth, United Kingdom manufacturing facility into a technology center and $0.5 million related to the Company’s initiative to reduce overhead. The Company also incurred manufacturing relocation costs of $0.5 million for the consolidation of manufacturing operations within Italy and relocation of equipment to Evora, Portugal and Skopje, Macedonia.

Six month period ended September 30, 2013
 
The Company incurred $6.0 million in restructuring charges in the six month period ended September 30, 2013 including $5.0 million related to personnel reduction costs which is primarily comprised of the following: $1.9 million related to the closure of a portion of our innovation center in the U.S., $1.2 million related to the reduction of the solid capacitor production workforce in Mexico, $1.1 million related to the Company’s initiative to reduce overhead, $0.4 million in termination benefits associated with converting the Weymouth, United Kingdom manufacturing facility into a technology center and $0.4 million related to Cassia Integrazione Guadagni Straordinaria (“CIGS”) plan in Italy.  The expense related to CIGS is as a result of an agreement with the labor union which allowed the Company to place up to 170 employees, on a rotation basis, on the CIGS plan to save labor costs. CIGS is a temporary plan to save labor costs whereby a company may temporarily “lay off” employees while the government continues to pay their wages for a maximum of 12 months during the program. The employees who are in CIGS are not working, but are still employed by the Company. Only employees that are not classified as management or executive level personnel can participate in the CIGS program and upon termination of the plan, the affected employees return to work.


13

In addition to these personnel reduction costs, the Company incurred manufacturing relocation costs of $1.0 million due to the consolidation of manufacturing facilities within Italy and relocation of manufacturing equipment to Evora, Portugal and Skopje, Macedonia.

Reconciliation of restructuring liability
 
A reconciliation of the beginning and ending liability balances for restructuring charges included in the line items “Accrued expenses” and “Other non-current obligations” on the Condensed Consolidated Balance Sheets for the quarters and six month periods ended September 30, 2014 and 2013 are as follows (amounts in thousands):
 
Quarter Ended September 30, 2014
 
Quarter Ended September 30, 2013
 
Personnel 
Reductions
 
Manufacturing 
Relocations
 
Personnel
 Reductions
 
Manufacturing 
Relocations
Beginning of period
$
3,384

 
$
—

 
$
8,947

 
$
—

Costs charged to expense
1,148

 
539

 
816

 
548

Costs paid or settled
(1,264
)
 
(539
)
 
(4,648
)
 
(548
)
Change in foreign exchange
(241
)
 
—

 
155

 
—

End of period
$
3,027

 
$
—

 
$
5,270

 
$
—


 
Six Month Period Ended September 30, 2014
 
Six Month Period Ended September 30, 2013
 
Personnel 
Reductions
 
Manufacturing 
Relocations
 
Personnel
 Reductions
 
Manufacturing 
Relocations
Beginning of period
$
6,217

 
$
—

 
$
13,509

 
$
567

Costs charged to expense
$
1,294

 
$
2,223

 
$
4,951

 
$
1,023

Costs paid or settled
$
(4,187
)
 
$
(2,223
)
 
$
(13,517
)
 
$
(1,590
)
Change in foreign exchange
$
(297
)
 
$
—

 
$
327

 
$
—

End of period
$
3,027

 
$
—

 
$
5,270

 
$
—


Note 5. Comprehensive Income (Loss) and Accumulated Other Comprehensive Income
 
Changes in Accumulated Other Comprehensive Income (Loss) ("AOCI") for the quarters ended September 30, 2014 and 2013 include the following components (amounts in thousands):
 
Foreign Currency
Translation (1)
 
Defined Benefit
Pension Plans, 
Net of Tax (2)
 
Post-Retirement 
Benefit Plans
 
Ownership Share of
Equity Method 
Investees’ Other 
Comprehensive 
Income (Loss)
 
Net Accumulated 
Other 
Comprehensive 
Income
Balance at June 30, 2014
$
22,235

 
$
(7,326
)
 
$
1,412

 
$
1,262

 
$
17,583

Other comprehensive income (loss) before reclassifications
(13,659
)
 
—

 
—

 
2,982

 
(10,677
)
Amounts reclassified out of AOCI
—

 
81

 
(52
)
 
—

 
29

Other comprehensive income (loss)
(13,659
)
 
81

 
(52
)
 
2,982

 
(10,648
)
Balance at September 30, 2014
$
8,576

 
$
(7,245
)
 
$
1,360

 
$
4,244

 
$
6,935

 

14

 
Foreign Currency
Translation (1)
 
Defined Benefit 
Pension Plans, 
Net of Tax (2)
 
Post-Retirement 
Benefit Plans
 
Ownership Share of
Equity Method 
Investees’ Other 
Comprehensive 
Income (Loss)
 
Net Accumulated 
Other 
Comprehensive 
Income
Balance at June 30, 2013
$
15,810

 
$
(7,487
)
 
$
1,748

 
$
(651
)
 
$
9,420

Other comprehensive income (loss) before reclassifications
6,359

 
—

 
—

 
(524
)
 
5,835

Amounts reclassified out of AOCI
—

 
121

 
(61
)
 
—

 
60

Other comprehensive income (loss)
6,359

 
121

 
(61
)
 
(524
)
 
5,895

Balance at September 30, 2013
22,169

 
$
(7,366
)
 
$
1,687

 
$
(1,175
)
 
$
15,315


Changes in Accumulated Other Comprehensive Income (Loss) for the six month periods ended September 30, 2014 and 2013 include the following components (amounts in thousands): 
 
Foreign Currency 
Translation (1)
 
Defined Benefit 
Pension Plans, 
Net of Tax (2)
 
Post-Retirement 
Benefit Plans
 
Ownership Share of 
Equity Method 
Investees’ Other 
Comprehensive 
Income (Loss)
 
Net Accumulated
 Other 
Comprehensive 
Income
Balance at March 31, 2014
$
23,335

 
$
(7,386
)
 
$
1,464

 
$
771

 
$
18,184

Other comprehensive income (loss) before reclassifications
(14,759
)
 
—

 
—

 
3,473

 
(11,286
)
Amounts reclassified out of AOCI
—

 
141

 
(104
)
 
—

 
37

Other comprehensive income (loss)
(14,759
)
 
141

 
(104
)
 
3,473

 
(11,249
)
Balance at September 30, 2014
$
8,576

 
$
(7,245
)
 
$
1,360

 
$
4,244

 
$
6,935

 
 
Foreign Currency
Translation (1)
 
Defined Benefit 
Pension Plans, 
Net of Tax (2)
 
Post-Retirement
Benefit Plans
 
Ownership Share of 
Equity Method 
Investees’ Other 
Comprehensive 
Income (Loss)
 
Net Accumulated 
Other 
Comprehensive 
Income
Balance at March 31, 2013
$
13,538

 
$
(7,662
)
 
$
1,818

 
—

 
$
7,694

Other comprehensive income (loss) before reclassifications
8,631

 
—

 
—

 
(1,175
)
 
7,456

Amounts reclassified out of AOCI
—

 
296

 
(131
)
 
—

 
165

Other comprehensive income (loss)
8,631

 
296

 
(131
)
 
(1,175
)
 
7,621

Balance at September 30, 2013
$
22,169

 
$
(7,366
)
 
$
1,687

 
$
(1,175
)
 
$
15,315

 

(1)
Due primarily to the Company’s permanent re-investment assertion relating to foreign earnings, there were no significant deferred tax effects associated with the cumulative currency translation gains and losses during the quarters and six month periods ended September 30, 2014 and 2013.
(2)
Ending balance is net of tax of $2.2 million and $2.3 million as of September 30, 2014 and September 30, 2013, respectively.

Note 6. Investment in NEC TOKIN
 
On March 12, 2012, KEC, a wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) to acquire 51% of the common stock (representing a 34% economic interest) of NEC TOKIN Corporation (“NEC TOKIN”), a manufacturer of tantalum capacitors, electro-magnetic, electro-mechanical and access devices, (the “Initial Purchase”) from NEC Corporation (“NEC”) of Japan. The transaction closed on February 1, 2013, at which time

15

KEC paid a purchase price of $50.0 million for new shares of common stock of NEC TOKIN (the “Initial Closing”). The Company accounts for its investment using the equity method in a non-consolidated variable interest entity since KEC does not have the power to direct significant activities of NEC TOKIN.
 
In connection with KEC’s execution of the Stock Purchase Agreement, KEC entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”) with NEC TOKIN and NEC, which provides for restrictions on transfers of NEC TOKIN’s capital stock, certain tag-along and first refusal rights on transfer, restrictions on NEC’s ability to convert the preferred stock of NEC TOKIN held by it, certain management services to be provided to NEC TOKIN by KEC (or an affiliate of KEC) and certain board representation rights. KEC holds four of seven NEC TOKIN director positions. However, NEC has significant board rights.
 
Concurrent with execution of the Stock Purchase Agreement and the Stockholders’ Agreement, KEC entered into an Option Agreement (the “Option Agreement”) with NEC, which was amended on August 29, 2014, whereby KEC may purchase additional shares of NEC TOKIN common stock from NEC TOKIN for a purchase price of $50.0 million resulting in an economic interest of approximately 49% while maintaining ownership of 51% of NEC TOKIN’s common stock (the “First Call Option”) by providing notice of the First Call Option between the Initial Closing and April 30, 2015. Upon providing such notice, but not before April 1, 2015, KEC may also exercise an option to purchase all outstanding capital stock of NEC TOKIN from its stockholders, primarily NEC, for a purchase price based on the greater of six times LTM EBITDA (as defined in the Option Agreement) less the previous payments and certain other adjustments, or the outstanding amount of NEC TOKIN’s debt obligation to NEC (the “Second Call Option”) by providing notice of the Second Call Option by May 31, 2018. From April 1, 2015 through May 31, 2018, NEC may require KEC to purchase all outstanding capital stock of NEC TOKIN from its stockholders, primarily NEC (the "Put Option"). However, in the event that KEC issues new debt securities principally to refinance its outstanding 10.5% senior notes due 2018 and its currently outstanding credit agreement, including amounts to pay related fees and expenses and to use for general corporate purposes (“Refinancing Notes”), prior to NEC’s delivery of its notification of exercise of the Put Option, then the earliest date NEC may exercise the Put Option is automatically extended to the day immediately following the final scheduled maturity date of such Refinancing Notes, or in the event such Refinancing Notes are redeemed in full prior to such final scheduled maturity date, then on the day immediately following the date of such full redemption, but in any event beginning no later than November 1, 2019. If not previously exercised, the Put Option will expire on October 31, 2023.

The purchase price for the Put Option will be based on the greater of six times LTM EBITDA less previous payments and certain other adjustments, or the outstanding amount of NEC TOKIN’s debt obligation to NEC as of the date the Put Option is exercised. The purchase price for the Put Option is reduced by the amount of NEC TOKIN’s debt obligation to NEC which KEC will assume. The determination of the purchase price will be modified in the event there is a disagreement between NEC and KEC under the Stockholders’ Agreement.

The Company has marked these options to fair value and in the quarter and six month periods ended September 30, 2014 recognized a $6.6 million and $10.7 million gain, respectively, which was included on the line item “Other (income) expense, net” in the Condensed Consolidated Statement of Operations. The line item “Other assets” on the Condensed Consolidated Balance Sheets includes $14.3 million and $3.6 million, respectively as of September 30, 2014 and March 31, 2014 related to the options.
 
Summarized financial information for NEC TOKIN follows (amounts in thousands):
 
September 30,
2014
 
March 31,
2014
Current assets
$
232,991

 
$
245,709

Non-current assets
292,440

 
302,161

Current liabilities
123,962

 
120,929

Non-current liabilities
325,877

 
360,908



16

 
Three Months Ended 
 September 30,
 
Six Month Periods Ended September 30,
 
2014
 
2013
 
2014
 
2013
Sales
$
129,677

 
$
135,074

 
$
252,085

 
$
258,266

Gross profit
26,387

 
25,569

 
53,065

 
43,869

Net income (loss)
2,454

 
(3,213
)
 
(700
)
 
(11,942
)

A reconciliation between NEC TOKIN's net loss and KEMET's equity investment loss follows (amounts in thousands):

 
Three Months Ended 
 September 30,
 
Six Month Periods Ended September 30,
 
2014
 
2013
 
2014
 
2013
NEC TOKIN net income (loss)
2,454

 
(3,213
)
 
(700
)
 
(11,942
)
KEMET's equity ownership %
34
%
 
34
%
 
34
%
 
34
%
Equity income (loss) from NEC TOKIN before Adjustments
834

 
(1,092
)
 
(238
)
 
(4,060
)
 


 


 
 
 
 
Adjustments:


 


 
 
 
 
Amortization and depreciation
(602
)
 
(405
)
 
(1,205
)
 
(814
)
Inventory valuation
—

 
254

 
—

 
254

Equity income (loss) from NEC TOKIN
$
232

 
$
(1,243
)
 
$
(1,443
)
 
$
(4,620
)
    
A reconciliation between NEC TOKIN's net assets and KEMET's investment in NEC TOKIN balance follows (amounts in thousands):
 
September 30,
2014
 
March 31,
2014
Investment in NEC TOKIN
$
48,449

 
$
46,419

Purchase price accounting basis adjustment:
 
 
 
Property, plant and equipment
7,116

 
7,325

Technology
(15,450
)
 
(16,261
)
Long-term debt
(4,254
)
 
(4,754
)
Goodwill
(9,326
)
 
(9,326
)
Other
(834
)
 
(952
)
KEMET's 34% economic interest of NEC TOKIN's net assets
$
25,701

 
$
22,451


The above basis differences (except Goodwill) are being amortized over the respective estimated life of the assets. As of September 30, 2014, KEC’s maximum loss exposure as a result of its investments in NEC TOKIN is limited to the aggregate of the carrying value of the investment and any accounts receivable balance due from NEC TOKIN.  For the quarter and six month periods ended September 30, 2014, KEMET recorded sales of $4.0 million and $5.9 million, respectively, to NEC TOKIN and as of September 30, 2014 and March 31, 2014, KEMET's accounts receivable from NEC TOKIN was $1.8 million and $2.0 million, respectively. And KEMET's accounts payable to NEC TOKIN was $0.1 million as of September 30, 2014 and March 31, 2014. In accordance with the Stockholders’ Agreement, KEC entered into a management services agreement with NEC TOKIN to provide services for which KEC would be reimbursed.  As of September 30, 2014 and March 31, 2014, KEC’s receivable balance under this agreement was $0.5 million and $0.7 million, respectively.
In March and April, 2014, NEC TOKIN and certain of its subsidiaries received inquiries, requests for information and other communications from government authorities in China, the United States, the European Commission, Japan and South Korea concerning alleged anti-competitive activities within the capacitor industry.  Subsequently, NEC TOKIN has also communicated with government authorities regarding related investigations in Taiwan and Singapore. The investigations are continuing at various stages.  In addition, beginning July 2014, NEC TOKIN and its subsidiary, NEC TOKIN America, Inc., have been named, along with more than 20 other capacitor manufacturers and subsidiaries, as defendants in purported antitrust

17

class action suits in the United States and Canada. As of this date, except for legal expenses, NEC TOKIN has not recorded an accrual as a result of the investigations and civil litigation.

Note 7. Segment and Geographic Information
 
The Company is organized into two business groups: Solid Capacitors and Film and Electrolytic.  The business groups are responsible for their respective manufacturing sites as well as their respective research and development efforts. Consistent with management reporting, the Company does not allocate indirect Selling, general and administrative (“SG&A”) and Research and development (“R&D”) expenses to the business groups. 
 
Solid Capacitors
 
Operating in nine manufacturing sites in the United States, Mexico, China and Portugal, Solid Capacitors primarily produces tantalum, aluminum, polymer and ceramic capacitors which are sold globally.  Solid Capacitors also produces tantalum powder used in the production of tantalum capacitors and has a product innovation center in the United States.
 
Film and Electrolytic
 
Operating in twelve manufacturing sites throughout Europe, Asia, and the United States, Film and Electrolytic primarily produces film, paper, and electrolytic capacitors which are sold globally. Film and Electrolytic also manufactures etched foils utilized as a core component in the manufacture of electrolytic capacitors. In addition, this business group has product innovation centers in the United Kingdom, Italy, Germany and Sweden.
 
The following table reflects each business group’s net sales, operating income (loss), depreciation and amortization expenses and sales by region for the quarters and six month periods ended September 30, 2014 and 2013 (amounts in thousands):
 
Quarters Ended September 30,
 
Six Month Periods Ended September 30,
 
2014
 
2013
 
2014
 
2013
Net sales:
 

 
 

 
 

 
 

Solid Capacitors
$
163,019

 
$
157,714

 
$
322,809

 
$
307,115

Film and Electrolytic
52,274

 
50,735

 
105,365

 
103,391

 
$
215,293

 
$
208,449

 
$
428,174

 
$
410,506

Operating income (loss) (1):
 

 
 

 
 

 
 

Solid Capacitors
$
38,386

 
$
25,386

 
$
68,120

 
$
38,178

Film and Electrolytic
(917
)
 
(2,211
)
 
(6,993
)
 
(8,513
)
Unallocated operating expenses
(24,699
)
 
(21,590
)
 
(48,963
)
 
(46,292
)
 
$
12,770

 
$
1,585

 
$
12,164

 
$
(16,627
)
Depreciation and amortization expense:
 

 
 

 
 

 
 

Solid Capacitors
$
5,463

 
$
7,302

 
$
10,941

 
$
14,612

Film and Electrolytic
3,201

 
3,183

 
7,018

 
7,598

Corporate
1,513

 
1,466

 
3,015

 
3,380

 
$
10,177

 
$
11,951

 
$
20,974

 
$
25,590

 
___________________


18

(1)
Restructuring charges included in Operating income (loss) are as follows (amounts in thousands):
 
 
Quarters Ended September 30,
 
Six Month Periods Ended September 30,
 
2014
 
2013
 
2014
 
2013
Restructuring charges:
 

 
 

 
 

 
 

Solid Capacitors
$
169

 
$
99

 
$
1,399

 
$
3,145

Film and Electrolytic
1,500

 
1,062

 
1,989

 
2,472

Corporate
18

 
203

 
129

 
357

 
$
1,687

 
$
1,364

 
$
3,517

 
$
5,974

___________________
 
Quarters Ended September 30,
 
Six Month Periods Ended September 30,
 
2014
 
2013
 
2014
 
2013
Sales by region:
 

 
 

 
 

 
 

North and South America (“Americas”)
$
72,167

 
$
65,398

 
$
138,150

 
$
124,751

Europe, Middle East, Africa (“EMEA”)
69,930

 
68,166

 
147,135

 
141,157

Asia and Pacific Rim (“APAC”)
73,196

 
74,885

 
142,889

 
144,598

 
$
215,293

 
$
208,449

 
$
428,174

 
$
410,506

 
The following table reflects each business group’s total assets as of September 30, 2014 and March 31, 2014 (amounts in thousands):
 
September 30, 2014
 
March 31, 2014
Total assets:
 

 
 

Solid Capacitors
$
475,009

 
$
479,377

Film and Electrolytic
254,396

 
287,861

Corporate
87,822

 
76,429

 
$
817,227

 
$
843,667

 
Note 8.  Defined Benefit Pension and Other Postretirement Benefit Plans
 
The Company sponsors six defined benefit pension plans in Europe, one plan in Singapore and two plans in Mexico.  In addition, the Company sponsors a post-retirement plan in the United States.  Costs recognized for benefit plans are recorded using estimated amounts which may change as actual costs for the fiscal year are determined.

The components of net periodic benefit (income) costs relating to the Company’s pension and other postretirement benefit plans are as follows for the quarters ended September 30, 2014 and 2013 (amounts in thousands):
 
Pension
 
Post-retirement Benefit Plan
 
Quarters Ended September 30,
 
Quarters Ended September 30,
 
2014
 
2013
 
2014
 
2013
Net service cost
$
338

 
$
332

 
$
—

 
$
—

Interest cost
478

 
428

 
6

 
7

Expected return on net assets
(124
)
 
(110
)
 
—

 
—

Amortization:
 

 
 

 
 

 
 

Actuarial (gain) loss
76

 
79

 
(52
)
 
(61
)
Prior service cost
5

 
1

 
—

 
—

Total net periodic benefit (income) costs
$
773

 
$
730

 
$
(46
)
 
$
(54
)
 

19

The components of net periodic benefit costs relating to the Company’s pension and other postretirement benefit plans are as follows for the six month periods ended September 30, 2014 and 2013 (amounts in thousands):
 
Pension
 
Postretirement Benefit Plans
 
Six Month Periods Ended September 30,
 
Six Month Periods Ended September 30,
 
2014
 
2013
 
2014
 
2013
Net service cost
$
676

 
$
663

 
$
—

 
$
—

Interest cost
957

 
856

 
12

 
12

Expected return on net assets
(247
)
 
(219
)
 
—

 
—

Amortization:
 

 
 

 
 

 
 

Actuarial (gain) loss
132

 
157

 
(104
)
 
(131
)
Prior service cost
9

 
2

 
—

 
—

Net curtailment and settlement gain on benefit plans
—

 
—

 
—

 
—

Total net periodic benefit (income) costs
$
1,527

 
$
1,459

 
$
(92
)
 
$
(119
)

In fiscal year 2015, the Company expects to contribute up to $1.6 million to the pension plans, $0.5 million of which has been contributed as of September 30, 2014.  For the postretirement benefit plan, the Company’s policy is to pay benefits as costs are incurred.
 
Note 9. Stock-based Compensation
 
The Company’s stock-based compensation plans are broad-based, long-term retention programs intended to attract and retain talented employees and align stockholder and employee interests. At September 30, 2014, the Company had four stock option plans that reserved shares of common stock for issuance to executives and key employees: the 1992 Key Employee Stock Option Plan, the 1995 Executive Stock Option Plan, the 2004 Long-Term Equity Incentive Plan (collectively, the “Prior Plans”) and the 2011 Omnibus Equity Incentive Plan (as amended by the 2014 Amendment and Restatement of the KEMET Corporation 2011 Omnibus Equity Incentive Plan) (the “2011 Incentive Plan”).  Upon adoption and approval of the 2011 Incentive Plan, no further awards were permitted to be granted under the Company's prior plans. The 2011 Incentive Plan authorizes the Company to provide equity-based compensation in the form of: (1) stock options, including incentive stock options, entitling the optionee to favorable tax treatment under Section 422 of the Code; (2) stock appreciation rights; (3) restricted stock and restricted stock units; (4) other share-based awards; and (5) performance awards. Options issued under these plans vest within one to three years and expire ten years from the grant date. The Company grants restricted stock units to members of the Board of Directors, the Chief Executive Officer and a limited group of executives. Once vested and settled, restricted stock units are converted into restricted stock and cannot be sold until 90 days after termination of service with the Company, or until the individual achieves the targeted ownership under the Company’s stock ownership guidelines, and only to the extent that such ownership level exceeds the target. Compensation expense is recognized over the respective vesting periods.
 
Historically, the Board of Directors of the Company has approved annual Long Term Incentive Plans (“LTIP”) which cover two year periods and are primarily based upon the achievement of an Adjusted EBITDA target for the two-year period. At the time of the award, the individual plans entitle the participants to receive cash or restricted stock units, or a combination of both as determined by the Company’s Board of Directors. The 2013/2014 LTIP, 2014/2015 LTIP and 2015/2016 LTIP also awarded restricted stock units which vest over the course of three years from the anniversary of the establishment of the plan and are not subject to a performance metric. The Company assesses the likelihood of meeting the Adjusted EBITDA financial metric on a quarterly basis and adjusts compensation expense to match expectations. Any related liability is reflected in the line item “Accrued expenses” on the Condensed Consolidated Balance Sheets and any restricted stock unit commitment is reflected in the line item “Additional paid-in capital” on the Condensed Consolidated Balance Sheets.
 

20

The compensation expense associated with stock-based compensation for the quarters ended September 30, 2014 and 2013 is recorded on the Condensed Consolidated Statements of Operations as follows (amounts in thousands):
 
Quarter Ended September 30, 2014
 
Quarter Ended September 30, 2013
 
Stock 
Options
 
Restricted 
Stock
 
LTIPs
 
Stock 
Options
 
Restricted 
Stock
 
LTIPs
Cost of sales
$
61

 
$
21

 
$
276

 
$
135

 
$
(31
)
 
$
124

Selling, general and administrative expenses
86

 
66

 
344

 
137

 
72

 
169

Research and development
5

 
—

 
99

 
9

 
—

 
44

Total
$
152

 
$
87

 
$
719

 
$
281

 
$
41

 
$
337


The compensation expense associated with stock-based compensation for the six month periods ended September 30, 2014 and 2013 is recorded on the Condensed Consolidated Statements of Operations as follows (amounts in thousands):
 
Six Month Period Ended September 30, 2014
 
Six Month Period Ended September 30, 2013
 
Stock 
Options
 
Restricted 
Stock
 
LTIPs
 
Stock 
Options
 
Restricted 
Stock
 
LTIPs
Cost of sales
$
169

 
$
44

 
$
492

 
$
273

 
$
32

 
$
238

Selling, general and administrative expenses
201

 
244

 
632

 
284

 
305

 
383

Research and development
9

 
—

 
161

 
20

 
—

 
93

Total
$
379

 
$
288

 
$
1,285

 
$
577

 
$
337

 
$
714

  
In the “Operating activities” section of the Condensed Consolidated Statements of Cash Flows, stock-based compensation expense was treated as an adjustment to Net income (loss) for the quarters and six month periods ended September 30, 2014, and 2013. Approximately six thousand and twenty-eight thousand stock options were exercised in the six month periods ended September 30, 2014 and 2013, respectively.

Note 10. Income Taxes
 
During the quarter ended September 30, 2014, the Company incurred $2.6 million of income tax expense which is related to income taxes for continuing foreign operations. Income tax expense for the six month period ended September 30, 2014 was $3.9 million related to income taxes for continuing foreign operations. In addition, the Company incurred $1.0 million income tax expense for the quarter ended September 30, 2014 and $1.9 million of income tax expense for the six month period ended September 30, 2014 related to the income (loss) from discontinued operations. 

During the quarter ended September 30, 2013, the Company incurred $1.4 million of income tax expense which was comprised of $1.3 million related to income taxes for continuing foreign operations and $0.1 million of state income tax expense. Income tax expense for the six month period ended September 30, 2013 was $3.3 million, comprised of $3.2 million related to income taxes for foreign operations and $0.1 million of state income tax expense. In addition, the Company incurred $0.1 million income tax benefit for the quarter ended September 30, 2013 and $0.4 million of income tax benefit for the six month period ended September 30, 2013 related to the income (loss) from discontinued operations. 
  
There is no U.S. federal income tax benefit from the quarters and six month periods ended September 30, 2014 and 2013 due to a valuation allowance recorded on deferred tax assets. 


21

Note 11. Basic and Diluted Net Income (Loss) Per Common Share
 
The following table presents basic EPS and diluted EPS (amounts in thousands, except per share data):
 
Quarters Ended September 30,
 
Quarters Ended Six Month Periods Ended September 30,
 
2014
 
2013
 
2014
 
2013
Numerator:
 

 
 

 
 
 
 
Income (loss) from continuing operations
$
7,730

 
$
(11,945
)
 
$
(2,753
)
 
$
(45,575
)
Income (loss) from discontinued operations, net of income tax expense (benefit) of $1,017, $(124), $1,935 and $(360), respectively
(1,400
)
 
(1,151
)
 
5,543

 
(2,661
)
Net income (loss)
$
6,330

 
$
(13,096
)
 
$
2,790

 
$
(48,236
)
Denominator:
 

 
 

 
 
 
 
Weighted-average shares outstanding:
 

 
 

 
 
 
 
Basic
45,400

 
45,092

 
45,337

 
45,057

Assumed conversion of employee stock grants
430

 
—

 
463

 
—

Assumed conversion of warrants
6,691

 
—

 
6,762

 
—

Diluted
52,521

 
45,092

 
52,562

 
45,057

Net income (loss) per basic share:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
0.17

 
$
(0.26
)
 
$
(0.06
)
 
$
(1.01
)
Income (loss) from discontinued operations
$
(0.03
)
 
$
(0.03
)
 
$
0.12

 
$
(0.06
)
Net income (loss)
$
0.14

 
$
(0.29
)
 
$
0.06

 
$
(1.07
)
 
 
 
 
 
 
 
 
Net income (loss) per diluted share:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
0.15

 
$
(0.26
)
 
$
(0.05
)
 
$
(1.01
)
Income (loss) from discontinued operations
$
(0.03
)
 
$
(0.03
)
 
$
0.11

 
$
(0.06
)
Net income (loss)
$
0.12

 
$
(0.29
)
 
$
0.06

 
$
(1.07
)
 
Common stock equivalents that could potentially dilute net income (loss) per basic share in the future, but were not included in the computation of diluted earnings per share because the impact would have been anti-dilutive, are as follows (amounts in thousands):
 
Quarters Ended September 30,
 
Six Month Periods Ended September 30,
 
2014
 
2013
 
2014
 
2013
Assumed conversion of employee stock grants
1,001

 
2,234

 
1,030

 
1,941

Assumed conversion of warrants
—

 
6,371

 
—

 
6,540

 
Note 12. Concentrations of Risks
 
The Company sells to customers globally and, as the Company generally does not require collateral from its customers, on a monthly basis the Company evaluates customer account balances in order to assess the Company’s financial risks of collection.  One customer accounted for over 10% of the Company’s net sales in the quarters and six month periods ended September 30, 2014 and 2013.  There were no accounts receivable balances from any customer exceeding 10% of gross accounts receivable as of September 30, 2014 and March 31, 2014.
 
Electronics distributors are an important distribution channel in the electronics industry and accounted for 44% and 43% of the Company’s net sales in the six month periods ended September 30, 2014 and 2013, respectively.  As a result of the Company’s concentration of sales to electronics distributors, the Company may experience fluctuations in the Company’s operating results as electronics distributors experience fluctuations in end-market demand or adjust their inventory stocking levels. 

22


Note 13. Condensed Consolidating Financial Statements
 
The 10.5% Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis by certain of the Company’s 100% owned domestic subsidiaries (“Guarantor Subsidiaries”) and secured by a first priority lien on 51% of the capital stock of certain of our foreign restricted subsidiaries (“Non-Guarantor Subsidiaries”).  The Company’s Guarantor Subsidiaries and Non-Guarantor Subsidiaries are not consistent with the Company’s business groups or geographic operations; accordingly this basis of presentation is not intended to present the Company’s financial condition, results of operations or cash flows for any purpose other than to comply with the specific requirements for subsidiary guarantor reporting. The Company is required to present condensed consolidating financial information in order for the subsidiary guarantors of the Company’s public debt to be exempt from reporting under the Securities Exchange Act of 1934, as amended.

 Condensed consolidating financial statements for the Company’s Guarantor Subsidiaries and Non-Guarantor Subsidiaries are presented in the following tables (amounts in thousands):


23

Condensed Consolidating Balance Sheet
September 30, 2014
(Unaudited)

 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Reclassifications
and Eliminations
 
Consolidated
ASSETS
 

 
 

 
 

 
 

 
 

Current assets:
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$
641

 
$
29,984

 
$
20,951

 
$
—

 
$
51,576

Accounts receivable, net
—

 
41,010

 
54,571

 
—

 
95,581

Intercompany receivable
320,305

 
348,367

 
217,971

 
(886,643
)
 
—

Inventories, net
—

 
127,232

 
61,601

 
—

 
188,833

Prepaid expenses and other
3,145

 
16,610

 
23,415

 
(2,941
)
 
40,229

Deferred income taxes
—

 
1,957

 
4,612

 
—

 
6,569

Total current assets
324,091

 
565,160

 
383,121

 
(889,584
)
 
382,788

Property and equipment, net
316

 
101,498

 
173,684

 
—

 
275,498

Goodwill
—

 
35,584

 
—

 
—

 
35,584

Intangible assets, net
—

 
27,688

 
7,689

 
—

 
35,377

Investment in NEC TOKIN
—

 
48,449

 
—

 
—

 
48,449

Investments in subsidiaries
421,754

 
424,312

 
30,285

 
(876,351
)
 
—

Restricted cash
—

 
12,955

 
—

 
—

 
12,955

Deferred income taxes
—

 
969

 
5,454

 
—

 
6,423

Other assets
4,750

 
14,486

 
917

 
—

 
20,153

Long-term intercompany receivable
74,603

 
58,634

 
2,800

 
(136,037
)
 
—

Total assets
$
825,514

 
$
1,289,735

 
$
603,950

 
$
(1,901,972
)
 
$
817,227

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

 
 

 
 

 
 

Current liabilities:
 

 
 

 
 

 
 

 
 

Current portion of long-term debt
$
18,486

 
$
6,800

 
$
540

 
$
—

 
$
25,826

Accounts payable
93

 
35,621

 
36,915

 
—

 
72,629

Intercompany payable
208,989

 
590,222

 
87,432

 
(886,643
)
 
—

Accrued expenses
25,301

 
12,692

 
28,407

 
—

 
66,400

Income taxes payable and deferred income taxes
—

 
2,923

 
363

 
(2,941
)
 
345

Total current liabilities
252,869

 
648,258

 
153,657

 
(889,584
)
 
165,200

Long-term debt, less current portion
357,807

 
6,449

 
12,000

 
—

 
376,256

Other non-current obligations
—

 
3,626

 
48,620

 
—

 
52,246

Deferred income taxes
—

 
4,191

 
4,496

 
—

 
8,687

Long-term intercompany payable
—

 
74,603

 
61,434

 
(136,037
)
 
—

Stockholders’ equity
214,838

 
552,608

 
323,743

 
(876,351
)
 
214,838

Total liabilities and stockholders’ equity
$
825,514

 
$
1,289,735

 
$
603,950

 
$
(1,901,972
)
 
$
817,227



24

Condensed Consolidating Balance Sheet (1)
March 31, 2014
 
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Reclassifications
and Eliminations
 
Consolidated
ASSETS
 

 
 

 
 

 
 

 
 

Current assets:
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$
616

 
$
22,200

 
$
35,113

 
$
—

 
$
57,929

Accounts receivable, net
—

 
49,462

 
49,485

 
—

 
98,947

Intercompany receivable
318,582

 
329,211

 
203,018

 
(850,811
)
 
—

Inventories, net
—

 
119,340

 
68,634

 
—

 
187,974

Prepaid expenses and other
3,146

 
15,286

 
21,380

 
(2,941
)
 
36,871

Deferred income taxes
—

 
1,022

 
5,673

 
—

 
6,695

Current assets of discontinued operations
—

 
—

 
12,160

 
—

 
12,160

Total current assets
322,344

 
536,521

 
395,463

 
(853,752
)
 
400,576

Property and equipment, net
329

 
104,874

 
187,445

 
—

 
292,648

Goodwill
—

 
35,584

 
—

 
—

 
35,584

Intangible assets, net
—

 
28,380

 
8,804

 
—

 
37,184

Investment in NEC TOKIN
—

 
46,419

 
—

 
—

 
46,419

Investments in subsidiaries
402,090

 
424,386

 
30,285

 
(856,761
)
 
—

Restricted cash
—

 
13,512

 
—

 
—

 
13,512

Deferred income taxes
—

 
1,010

 
5,768

 
—

 
6,778

Other assets
5,415

 
3,895

 
820

 
—

 
10,130

Non-current assets of discontinued operations
—

 
—

 
836

 
—

 
836

Long-term intercompany receivable
81,746

 
60,663

 
2,801

 
(145,210
)
 
—

Total assets
$
811,924

 
$
1,255,244

 
$
632,222

 
$
(1,855,723
)
 
$
843,667

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

 
 

 
 

 
 

Current liabilities:
 

 
 

 
 

 
 

 
 

Current portion of long-term debt
$
5,988

 
$
—

 
$
1,309

 
$
—

 
$
7,297

Accounts payable
84

 
36,579

 
38,155

 
—

 
74,818

Intercompany payable
176,624

 
570,535

 
103,652

 
(850,811
)
 
—

Accrued expenses
34,236

 
13,698

 
28,534

 
—

 
76,468

Income taxes payable and deferred income taxes
—

 
2,909

 
1,012

 
(2,941
)
 
980

Current liabilities of discontinued operations
—

 
—

 
7,269

 
—

 
7,269

Total current liabilities
216,932

 
623,721

 
179,931

 
(853,752
)
 
166,832

Long-term debt, less current portion
372,251

 
6,449

 
12,592

 
—

 
391,292

Other non-current obligations
857

 
3,311

 
51,696

 
—

 
55,864

Deferred income taxes
—

 
3,258

 
1,945

 
—

 
5,203

Non-current liabilities of discontinued operations
—

 
—

 
2,592

 
—

 
2,592

Long-term intercompany payable
—

 
81,747

 
63,463

 
(145,210
)
 
—

Stockholders’ equity
221,884

 
536,758

 
320,003

 
(856,761
)
 
221,884

Total liabilities and stockholders’ equity
$
811,924

 
$
1,255,244

 
$
632,222

 
$
(1,855,723
)
 
$
843,667


(1) Derived from audited financial statements.

25

Condensed Consolidating Statement of Operations
For the Quarter Ended September 30, 2014
(Unaudited)
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Reclassifications
and Eliminations
 
Consolidated
Net sales
$
57

 
$
250,019

 
$
198,983

 
$
(233,766
)
 
$
215,293

Operating costs and expenses:
 

 
 

 
 

 
 

 
 

Cost of sales
561

 
211,328

 
175,839

 
(218,190
)
 
169,538

Selling, general and administrative expenses
13,056

 
15,071

 
12,959

 
(15,576
)
 
25,510

Research and development
140

 
4,247

 
1,951

 
—

 
6,338

Restructuring charges
—

 
192

 
1,495

 
—

 
1,687

Net (gain) loss on sales and disposals of assets
(9
)
 
43

 
(584
)
 
—

 
(550
)
Total operating costs and expenses
13,748

 
230,881

 
191,660

 
(233,766
)
 
202,523

Operating income (loss)
(13,691
)
 
19,138

 
7,323

 
—

 
12,770

Interest income
—

 
—

 
(3
)
 


 
(3
)
Interest expense
9,726

 
263

 
298

 


 
10,287

Other (income) expense, net
(12,975
)
 
9,355

 
(3,975
)
 
—

 
(7,595
)
Equity in earnings of subsidiaries
(16,772
)
 
—

 
—

 
16,772

 
—

Income (loss) from continuing operations before income taxes and equity income (loss) from NEC TOKIN
6,330

 
9,520

 
11,003

 
(16,772
)
 
10,081

Income tax expense
—

 
210

 
2,373

 
—

 
2,583

Income (loss) from continuing operations before equity income from NEC TOKIN
6,330

 
9,310

 
8,630

 
(16,772
)
 
7,498

Equity income (loss) from NEC TOKIN
—

 
232

 
—

 
—

 
232

Income (loss) from continuing operations
6,330

 
9,542

 
8,630

 
(16,772
)
 
7,730

Income (loss) from discontinued operations
—

 
593

 
(1,993
)
 
—

 
(1,400
)
Net income (loss)
$
6,330

 
$
10,135

 
$
6,637

 
$
(16,772
)
 
$
6,330

 
Condensed Consolidating Statements of Comprehensive Income (Loss)
Quarter Ended September 30, 2014
(Unaudited)
Comprehensive income (loss)
$
(44
)
 
$
14,431

 
$
(1,933
)
 
$
(16,772
)
 
$
(4,318
)


26

Condensed Consolidating Statement of Operations
For the Quarter Ended September 30, 2013
(Unaudited)  
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Reclassifications
and Eliminations
 
Consolidated
Net sales
$
67

 
$
245,786

 
$
208,798

 
$
(246,202
)
 
$
208,449

Operating costs and expenses:
 

 
 

 
 

 
 

 
 

Cost of sales
299

 
222,882

 
184,945

 
(230,594
)
 
177,532

Selling, general and administrative expenses
9,944

 
16,075

 
11,904

 
(15,608
)
 
22,315

Research and development
54

 
3,791

 
1,766

 
—

 
5,611

Restructuring charges
—

 
446

 
918

 
—

 
1,364

Net (gain) loss on sales and disposals of assets
—

 
18

 
24

 
—

 
42

Total operating costs and expenses
10,297

 
243,212

 
199,557

 
(246,202
)
 
206,864

Operating income (loss)
(10,230
)
 
2,574

 
9,241

 
—

 
1,585

Non-operating (income) expense:
 
 
 
 
 
 
 
 
 
Interest income
(3
)
 
—

 
(8
)
 
—

 
(11
)
Interest expense
10,065

 
226

 
(383
)
 
—

 
9,908

Other (income) expense, net
(9,915
)
 
9,639

 
1,222

 
—

 
946

Equity in earnings of subsidiaries
2,703

 
—

 
—

 
(2,703
)
 
—

Income (loss) from continuing operations before income taxes
(13,080
)
 
(7,291
)
 
8,410

 
2,703

 
(9,258
)
Income tax expense
—

 
33

 
1,411

 
—

 
1,444

Income (loss) from continuing operations before equity loss from NEC TOKIN
(13,080
)
 
(7,324
)
 
6,999

 
2,703

 
(10,702
)
Equity income (loss) from NEC TOKIN
—

 
(1,243
)
 
—

 
—

 
(1,243
)
Income (loss) from continuing operations
(13,080
)
 
(8,567
)
 
6,999

 
2,703

 
(11,945
)
Income (loss) from discontinued operations
(16
)
 
(250
)
 
(885
)
 
—

 
(1,151
)
Net income (loss)
$
(13,096
)
 
$
(8,817
)
 
$
6,114

 
$
2,703

 
$
(13,096
)
 
Condensed Consolidating Statements of Comprehensive Income (Loss)
For the Quarter Ended September 30, 2013
(Unaudited)  
Comprehensive income (loss)
$
(10,576
)
 
$
(9,936
)
 
$
10,608

 
$
2,703

 
$
(7,201
)


27

Condensed Consolidating Statement of Operations
For the Six Month Period Ended September 30, 2014
(Unaudited)
 
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Reclassifications
and Eliminations
 
Consolidated
Net sales
$
110

 
$
505,596

 
$
400,202

 
$
(477,734
)
 
$
428,174

Operating costs and expenses:
 

 
 

 
 

 
 

 
 

Cost of sales
1,025

 
434,000

 
360,747

 
(446,310
)
 
349,462

Selling, general and administrative expenses
24,145

 
32,223

 
25,345

 
(31,424
)
 
50,289

Research and development
206

 
8,597

 
4,124

 
—

 
12,927

Restructuring charges
—

 
562

 
2,955

 
—

 
3,517

Net gain (loss) on sales and disposals of assets
(9
)
 
230

 
(406
)
 
—

 
(185
)
Total operating costs and expenses
25,367

 
475,612

 
392,765

 
(477,734
)
 
416,010

Operating income (loss)
(25,257
)
 
29,984

 
7,437

 
—

 
12,164

Non-operating (income) expense:
 
 
 
 
 
 
 
 
 
Interest income
—

 
—

 
(6
)
 
—

 
(6
)
Interest expense
19,524

 
663

 
556

 
—

 
20,743

Non-operating (income) expense, net
(23,801
)
 
16,799

 
(4,126
)
 
—

 
(11,128
)
Equity in earnings of subsidiaries
(23,770
)
 
—

 
—

 
23,770

 
—

Income (loss) from continuing operations before income taxes and equity income (loss) from NEC TOKIN
2,790

 
12,522

 
11,013

 
(23,770
)
 
2,555

Income tax expense
—

 
233

 
3,632

 
—

 
3,865

Income (loss) from continuing operations before equity income (loss) from NEC TOKIN
2,790

 
12,289

 
7,381

 
(23,770
)
 
(1,310
)
Equity income (loss) from NEC TOKIN
—

 
(1,443
)
 
—

 
—

 
(1,443
)
Income (loss) from continuing operations
2,790

 
10,846

 
7,381

 
(23,770
)
 
(2,753
)
Income (loss) from discontinued operations
—

 
104

 
5,439

 
—

 
5,543

Net income (loss)
$
2,790

 
$
10,950

 
$
12,820

 
$
(23,770
)
 
$
2,790

 
Condensed Consolidating Statements of Comprehensive Income (Loss)
For the Six Month Period Ended September 30, 2014
(Unaudited)
 
Comprehensive income (loss)
$
(4,354
)
 
$
15,850

 
$
3,815

 
$
(23,770
)
 
$
(8,459
)


28

Condensed Consolidating Statement of Operations
For the Six Month Period Ended September 30, 2013
(Unaudited)
 
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Reclassifications
and Eliminations
 
Consolidated
Net sales
$
86

 
$
483,109

 
$
415,743

 
$
(488,432
)
 
$
410,506

Operating costs and expenses:
 

 
 

 
 

 
 

 
 

Cost of sales
691

 
449,930

 
373,114

 
(462,690
)
 
361,045

Selling, general and administrative expenses
20,555

 
28,132

 
25,450

 
(25,742
)
 
48,395

Research and development
144

 
8,066

 
3,467

 
—

 
11,677

Restructuring charges
—

 
2,380

 
3,594

 
—

 
5,974

Net (gain) loss on sales and disposals of assets
—

 
18

 
24

 
—

 
42

Total operating costs and expenses
21,390

 
488,526

 
405,649

 
(488,432
)
 
427,133

Operating income (loss)
(21,304
)
 
(5,417
)
 
10,094

 
—

 
(16,627
)
Non-operating (income) expense:
 

 
 

 
 

 
 

 
 

Interest income
(11
)
 
(3
)
 
(161
)
 
—

 
(175
)
Interest expense
20,194

 
478

 
(730
)
 
—

 
19,942

Other (income) expense, net
(19,975
)
 
20,446

 
830

 
—

 
1,301

Equity in earnings of subsidiaries
26,698

 
—

 
—

 
(26,698
)
 
—

Income (loss) from continuing operations before income taxes
(48,210
)
 
(26,338
)
 
10,155

 
26,698

 
(37,695
)
Income tax expense (benefit)
—

 
89

 
3,171

 
—

 
3,260

Income (loss) from continuing operations before equity income (loss) from NEC TOKIN
(48,210
)
 
(26,427
)
 
6,984

 
26,698

 
(40,955
)
Equity income (loss) from NEC TOKIN
—

 
(4,620
)
 
—

 
—

 
(4,620
)
Income (loss) from continuing operations
(48,210
)
 
(31,047
)
 
6,984

 
26,698

 
(45,575
)
Income (loss) from discontinued operations
(26
)
 
(567
)
 
(2,068
)
 
—

 
(2,661
)
Net income (loss)
$
(48,236
)
 
$
(31,614
)
 
$
4,916

 
$
26,698

 
$
(48,236
)
 
Condensed Consolidating Statements of Comprehensive Income (Loss)
For the Six Month Period Ended September 30, 2013
(Unaudited)
 
Comprehensive income (loss)
$
(44,087
)
 
$
(34,978
)
 
$
11,752

 
$
26,698

 
$
(40,615
)




29

Condensed
Consolidating Statement of Cash Flows
For the Six Month Period Ended September 30, 2014
(Unaudited)
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Reclassifications
and Eliminations
 
Consolidated
Sources (uses) of cash and cash equivalents
 

 
 

 
 

 
 

 
 

Net cash provided by (used in) operating activities
$
12,417

 
$
4,666

 
$
(15,489
)
 
$
—

 
$
1,594

Investing activities:
 

 
 

 
 

 
 

 
 

Capital expenditures
—

 
(5,514
)
 
(6,461
)
 
—

 
(11,975
)
Change in restricted cash
—

 
558

 
—

 
—

 
558

Proceeds from sale of assets
—

 
2,273

 
178

 
—

 
2,451

Proceeds from sale of discontinued operations
—

 
—

 
10,125

 
—

 
10,125

Net cash used in investing activities
—

 
(2,683
)
 
3,842

 
—

 
1,159

Financing activities:
 

 
 

 
 

 
 

 
 

Proceeds from revolving line credit
—

 
14,300

 
—

 
—

 
14,300

Payments of revolving line credit
—

 
(7,500
)
 
—

 
—

 
(7,500
)
Deferred acquisition payments
(10,597
)
 
(1,000
)
 
—

 
—

 
(11,597
)
Payments of long-term debt
(1,820
)
 
—

 
(1,315
)
 
—

 
(3,135
)
Proceeds from exercise of stock options
25

 
—

 
—

 
—

 
25

Net cash provided by (used in) financing activities
(12,392
)
 
5,800

 
(1,315
)
 
—

 
(7,907
)
Net increase (decrease) in cash and cash equivalents
25

 
7,783

 
(12,962
)
 
—

 
(5,154
)
Effect of foreign currency fluctuations on cash
—

 
1

 
(1,200
)
 
—

 
(1,199
)
Cash and cash equivalents at beginning of fiscal period
616

 
22,200

 
35,113

 
—

 
57,929

Cash and cash equivalents at end of fiscal period
$
641

 
$
29,984

 
$
20,951

 
$
—

 
$
51,576




30

Condensed Consolidating Statements of Cash Flows
For the Six Month Period Ended September 30, 2013
(Unaudited)
 
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Reclassifications
and Eliminations
 
Consolidated
Sources (uses) of cash and cash equivalents
 

 
 

 
 

 
 

 
 

Net cash provided by (used in) operating activities
$
(3,747
)
 
$
(29,147
)
 
$
1,288

 
$
—

 
$
(31,606
)
Investing activities:
 

 
 

 
 

 
 

 
 

Capital expenditures


 
(9,474
)
 
(8,863
)
 
—

 
(18,337
)
Change in restricted cash


 
2,874

 


 
—

 
2,874

Net cash used in investing activities
—

 
(6,600
)
 
(8,863
)
 
—

 
(15,463
)
Financing activities:
 

 
 

 
 

 
 

 
 

Proceeds from revolving line credit
—

 
9,000

 
12,000

 
—

 
21,000

Deferred acquisition payments
(10,452
)
 
(1,000
)
 


 
—

 
(11,452
)
Payments of long-term debt
(1,404
)
 
(18
)
 


 
—

 
(1,422
)
Proceeds from exercise of stock options
57

 


 


 
—

 
57

Net cash provided by (used in) financing activities
(11,799
)
 
7,982

 
12,000

 
—

 
8,183

Net increase (decrease) in cash and cash equivalents
(15,546
)
 
(27,765
)
 
4,425

 
—

 
(38,886
)
Effect of foreign currency fluctuations on cash
—

 
(475
)
 
1,083

 
—

 
608

Cash and cash equivalents at beginning of fiscal period
17,202

 
52,056

 
26,720

 
—

 
95,978

Cash and cash equivalents at end of fiscal period
$
1,656

 
$
23,816

 
$
32,228

 
$
—

 
$
57,700



31

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
This report contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from those expressed in, or implied by, our forward-looking statements. Words such as “expects,” “anticipates,” “believes,” “estimates” or other similar expressions and future or conditional verbs such as “will,” “should,” “would” and “could” are intended to identify such forward-looking statements. Readers of this report should not rely solely on the forward-looking statements and should consider all uncertainties and risks throughout this report as well as those discussed under Part I, Item 1A Risk Factors, of the Company’s 2014 Annual Report. The statements are representative only as of the date they are made, and we undertook no obligation to update any forward-looking statement.
 
All forward-looking statements, by their nature, are subject to risks and uncertainties. Our actual future results may differ materially from those set forth in our forward-looking statements. We face risks that are inherent in the businesses and the market places in which we operate. While management believes these forward-looking statements are accurate and reasonable, uncertainties, risks and factors, including those described below, could cause actual results to differ materially from those reflected in the forward-looking statements.
 
Factors that may cause actual outcomes and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to, the following: (i) 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 restructuring plans; (ix) equity method investment in NEC TOKIN 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 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.
 
Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations and could cause actual results to differ materially from those included, contemplated or implied by the forward-looking statements made in this report, and the reader should not consider the above list of factors to be a complete set of all potential risks or uncertainties.
 
Accounting Policies and Estimates
 
The following discussion and analysis of financial condition and results of operations are based on the unaudited condensed consolidated financial statements included herein. Our significant accounting policies are described in Note 1 to the consolidated financial statements in our 2014 Annual Report.  Our critical accounting policies are described under the caption “Critical Accounting Policies” in Item 7 of our 2014 Annual Report.
 
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates, assumptions, and judgments based on historical data and other assumptions that management believes are reasonable. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. In addition, they affect the reported amounts of revenues and expenses during the reporting period.
 
Our judgments are based on management’s assessment as to the effect certain estimates, assumptions, future trends or events may have on the financial condition and results of operations reported in the unaudited condensed consolidated financial

32

statements. It is important that readers of these unaudited financial statements understand that actual results could differ from these estimates, assumptions, and judgments.

Business Overview
 
KEMET is a leading global manufacturer of a wide variety of capacitors. Capacitors are fundamental components of most electronic circuits and are found in communication systems, data processing equipment, personal computers, cellular phones, automotive electronic systems, defense and aerospace systems, consumer electronics, power management systems and many other electronic devices and systems. Capacitors are typically used to filter out interference, smooth the output of power supplies, block the flow of direct current while allowing alternating current to pass and for many other purposes.
 
Manufacturing a broad line of tantalum, multilayer ceramic, solid and electrolytic aluminum and film and paper capacitors, KEMET's product line consists of nearly 5 million distinct part configurations distinguished by various attributes, such as dielectric (or insulating) material, configuration, encapsulation, capacitance level and tolerance, performance characteristics and packaging. Because most of our customers have multiple capacitance requirements, often within each of their products, our broad product offering allows us to meet the majority of their needs independent of application and end use.

KEMET operates 21 production facilities in Europe, North America, and Asia, and employs approximately 9,800 employees worldwide. Commodity manufacturing has been substantially relocated to our lower-cost manufacturing facilities in Mexico, China and Europe. Production remaining in the United States focuses primarily on early-stage manufacturing of new products and specialty products for which customers are predominantly located in North America.
 
Our products are sold into a wide range of different end markets, including computing, industrial, telecommunications, transportation, consumer, defense and healthcare across all geographic regions. No single end market industry accounted for more than 30% of net sales although, one customer, a distributor, accounted for more than 10% of net sales in the six month period ended September 30, 2014.  During the six month period ended September 30, 2014 we introduced 1,312 new products of which 174 were first to market. In addition, we continue to focus on specialty products which accounted for 40.3% of our revenue over this period.

In fiscal year 2014, we shipped approximately 35 billion capacitors and in the six month period ended September 30, 2014, we shipped approximately 18 billion capacitors. We believe the long-term demand for capacitors will grow on a regional and global basis due to a variety of factors, including increasing demand for and complexity of electronic products, growing demand for technology in emerging markets and the ongoing development of new solutions for energy generation and conservation.
 
We are organized into two business groups: Solid Capacitors business group (“Solid Capacitors”) and the Film and Electrolytic business group ("Film and Electrolytic”).  The business groups are responsible for their respective manufacturing sites as well as all related research and development efforts. The sales, marketing and corporate finance functions are shared by each of the business groups.  

Recent Developments and Trends
 
Net sales for the quarter ended September 30, 2014, of $215.3 million increased $2.4 million or 1.1% from $212.9 million for the quarter ended June 30, 2014.  Operating income of $12.8 million improved $13.4 million from an operating loss of $0.6 million in the quarter ended June 30, 2014. 

The following items have been reflected in the financial statements for the quarter and six month periods ended September 30, 2014.

Equity Investment
 
On March 12, 2012, KEMET Electronics Corporation (“KEC”), a wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) to acquire 51% of the common stock (representing a 34% economic interest) of NEC TOKIN, a manufacturer of tantalum capacitors, electro-magnetic, electro-mechanical and access devices, (the “Initial Purchase”) from NEC Corporation (“NEC”) of Japan. We believe our equity investment in NEC TOKIN enhances our competitive position. The transaction closed on February 1, 2013, at which time KEC paid a purchase price of $50.0 million for new shares of common stock of NEC TOKIN (the “Initial Closing”). The Company accounts for its investment in NEC TOKIN using the equity method in a non-consolidated variable interest entity since KEC does not have the power to direct significant activities of NEC TOKIN. In the quarter ended September 30, 2014 and six month period ended

33

September 30, 2014, we recognized equity income from NEC TOKIN of $0.2 million and equity loss from NEC TOKIN of $1.4 million, respectively.
 
On August 29, 2014 KEC entered into an amendment to the Option Agreement with NEC, whereby KEC may purchase additional shares of NEC TOKIN common stock from NEC TOKIN for a purchase price of $50.0 million resulting in an economic interest of approximately 49% while maintaining ownership of 51% of NEC TOKIN’s common stock (the “First Call Option”) by providing notice of the First Call Option between the Initial Closing and April 30, 2015. Upon providing such notice, but not before April 1, 2015, KEC may also exercise an option to purchase all outstanding capital stock of NEC TOKIN from its stockholders, primarily NEC, for a purchase price based on the greater of six times LTM EBITDA (as defined in the Option Agreement) less the previous payments and certain other adjustments, or the outstanding amount of NEC TOKIN’s debt obligation to NEC (the “Second Call Option”) by providing notice of the Second Call Option by May 31, 2018. From April 1, 2015 through May 31, 2018, NEC may require KEC to purchase all outstanding capital stock of NEC TOKIN from its stockholders, primarily NEC (the "Put Option"). However, in the event that KEC issues new debt securities principally to refinance its outstanding 10.5% senior notes due 2018 and its currently outstanding credit agreement, including amounts to pay related fees and expenses and to use for general corporate purposes (“Refinancing Notes”), prior to NEC’s delivery of its notification of exercise of the Put Option, then the earliest date NEC may exercise the Put Option is automatically extended to the day immediately following the final scheduled maturity date of such Refinancing Notes, or in the event such Refinancing Notes are redeemed in full prior to such final scheduled maturity date, then on the day immediately following the date of such full redemption, but in any event beginning no later than November 1, 2019. If not previously exercised, the Put Option will expire on October 31, 2023.

The purchase price for the Put Option will be based on the greater of six times LTM EBITDA less previous payments and certain other adjustments, or the outstanding amount of NEC TOKIN’s debt obligation to NEC as of the date the Put Option is exercised. The purchase price for the Put Option is reduced by the amount of NEC TOKIN’s debt obligation to NEC which KEC will assume. The determination of the purchase price will be modified in the event there is a disagreement between NEC and KEC under the Stockholders’ Agreement.

The Company has marked these options to fair value and in the quarter and six month periods ended September 30, 2014 recognized a $6.6 million and $10.7 million gain, respectively, which was included on the line item “Other (income) expense, net” in the Condensed Consolidated Statement of Operations. The line item “Other assets” on the Condensed Consolidated Balance Sheets includes $14.3 million and $3.6 million, respectively as of September 30, 2014 and March 31, 2014 related to the options.

Discontinued Operations

The Film and Electrolytic business group completed the sale of its machinery division in April 2014, which, subject to closing adjustments, resulted in a $5.8 million net gain on sale of the business (after income tax expense) offset by a loss from machinery operations of $0.3 million during the six month period ended September 30, 2014 resulting in a net income on discontinued operations of $5.5 million.

Restructuring
 
The Company incurred $3.5 million in restructuring charges in the six month period ended September 30, 2014 including $1.3 million of personnel reduction costs. The personnel reductions were caused by planned headcount reductions in Europe (primarily Landsberg, Germany) ($1.0 million) and a global reduction of overhead ($0.3 million). The remaining $2.2 million included $0.7 million for manufacturing relocation costs primarily due to the relocation of equipment from Landsberg, Germany to Suzhou, China and Skopje, Macedonia and $1.3 million due to the shut-down of the Tantalum production line in Evora, Portugal.

 Outlook
 
For the third quarter of fiscal year 2015, we expect net sales to be within the $204 million to $210 million range and Adjusted gross margin to be within the range of 20% to 22%. 






34

CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
 
Consolidated Comparison of the quarter ended September 30, 2014 with the quarter ended September 30, 2013
 
The following table sets forth the Condensed Consolidated Statements of Operations for the periods indicated (amounts in thousands):
 
Quarters Ended September 30,
 
2014
 
% to
Total
Sales
 
2013
 
% to
Total
Sales
Net sales
$
215,293

 
 

 
$
208,449

 
 

Gross margin
45,755

 
21.3
 %
 
30,917

 
14.8
 %
Selling, general and administrative expenses
25,510

 
11.8
 %
 
22,315

 
10.7
 %
Research and development
6,338

 
2.9
 %
 
5,611

 
2.7
 %
Restructuring charges
1,687

 
0.8
 %
 
1,364

 
0.7
 %
Net (gain) loss on sales and disposals of assets
(550
)
 
(0.3
)%
 
42

 
—

Operating income (loss)
12,770

 
5.9
 %
 
1,585

 
0.8
 %
Non-operating (income) expense, net
2,689

 
1.2
 %
 
10,843

 
5.2
 %
Income (loss) from continuing operations before income taxes and equity income (loss) from NEC TOKIN
10,081

 
4.7
 %
 
(9,258
)
 
(4.4
)%
Income tax expense
2,583

 
1.2
 %
 
1,444

 
0.7
 %
Income (loss) from continuing operations before equity income (loss) from NEC TOKIN
7,498

 
3.5
 %
 
(10,702
)
 
(5.1
)%
Equity income (loss) from NEC TOKIN
232

 
0.1
 %
 
(1,243
)
 
(0.6
)%
Income (loss) from continuing operations
7,730

 
3.6
 %
 
(11,945
)
 
(5.7
)%
Income (loss) from discontinued operations, net of income tax expense (benefit) of $1,017 and $(124), respectively
(1,400
)
 
(0.7
)%
 
(1,151
)
 
(0.6
)%
Net income (loss)
$
6,330

 
2.9
 %
 
$
(13,096
)
 
(6.3
)%

Net Sales
 
Net sales for the quarter ended September 30, 2014 of $215.3 million increased $6.8 million or 3.3% from $208.4 million for the quarter ended September 30, 2013. The increase is due primarily to an increase in Solid Capacitors net sales of $5.3 million driven by an increase in sales in the Americas OEM channel and the EMEA Distributor channel. Overall, sales showed a 1.3% increase in unit sales volumes for the quarter ended September 30, 2014 compared to the quarter ended September 30, 2013 and net sales were favorably impacted by $0.3 million from foreign exchange primarily due to the change in the value of the Euro compared to the U.S. dollar.

The following table reflects the percentage of net sales by region for the quarters ended September 30, 2014 and 2013:
 
Quarters Ended September 30,
 
2014
 
2013
Americas
34
%
 
31
%
EMEA
32
%
 
33
%
APAC
34
%
 
36
%
 
100
%
 
100
%
 

35

The following table reflects the percentage of net sales by channel for the quarters ended September 30, 2014 and 2013:
 
Quarters Ended September 30,
 
2014
 
2013
Distributors
44
%
 
43
%
EMS
18
%
 
19
%
OEM
38
%
 
38
%
 
100
%
 
100
%
 
Gross Margin
 
Gross margin for the quarter ended September 30, 2014 of $45.8 million (21.3% of net sales) increased $14.8 million or 48.0% from $30.9 million (14.8% of net sales) for the quarter ended September 30, 2013.  The primary contributors to the increase in gross margin as a percentage of net sales was an improvement in the gross margin for Solid Capacitors due to an increase in specialty and polymer product sales, continued vertical integration activities, and a decrease in manufacturing costs as a result of moving production from Evora, Portugal to Mexico.

Selling, General and Administrative Expenses
 
Selling, general and administrative ("SG&A") expenses of $25.5 million (11.8% of net sales) for the quarter ended September 30, 2014 increased $3.2 million or 14.3% from $22.3 million (10.7% of net sales) for the quarter ended September 30, 2013. The increase is attributable primarily to the following items: $2.1 million increase in payroll and related fringe benefit expenses, $1.1 million increase in legal and professional fees, $0.4 million increase in information technology expenses related to software maintenance, and $0.4 million increase in NEC TOKIN investment related expenses. Partially offsetting these increases was a $0.7 million decrease in ERP integration costs.
 
Research and Development
 
Research and Development ("R&D") expenses of $6.3 million (2.9% of net sales) for the quarter ended September 30, 2014 increased $0.7 million or 13.0% compared to $5.6 million (2.7% of net sales) for the quarter ended September 30, 2013 primarily as a result of headcount increases and engineering activities related to new product introduction.

Restructuring Charges
 
Restructuring charges of $1.7 million for the quarter ended September 30, 2014 increased $0.3 million or 23.7% from $1.4 million for the quarter ended September 30, 2013.  

Restructuring charges in the quarter ended September 30, 2014 include $1.1 million of personnel reduction costs due to planned headcount reductions in Europe (primarily Landsberg, Germany) and $0.5 million of manufacturing relocation costs primarily due to the relocation of equipment to Suzhou, China and Pontecchio, Italy along with costs associated with the shut-down of the Tantalum production line in Evora, Portugal.
 
Restructuring charges in the quarter ended September 30, 2013 included $0.8 million related to personnel reduction costs which is primarily comprised of the following: $0.5 million related to the Company’s initiative to reduce overhead and$0.3 million in termination benefits associated with converting the Weymouth, United Kingdom manufacturing facility into a technology center. In addition to these personnel reduction costs, the Company incurred manufacturing relocation costs of $0.5 million in the quarter ended September 30, 2013 due to the consolidation of manufacturing facilities within Italy and relocation of manufacturing equipment to Evora, Portugal and Skopje, Macedonia.

Operating Income (Loss)
 
Operating income of $12.8 million for the quarter ended September 30, 2014 improved $11.2 million from operating income of $1.6 million for the quarter ended September 30, 2013.  The improvement was attributable primarily to a $14.8 million increase in gross margin and a $0.6 million gain on sales and disposals of assets. These improvements were partially offset by a $3.2 million increase in SG&A expenses, a $0.3 million increase in Restructuring charges and a $0.7 million increase in R&D expenses. 


36

Non-Operating (Income) Expense, net
 
Non-operating (income) expense, net was an expense of $2.7 million for the quarter ended September 30, 2014, compared to an expense of $10.8 million for the quarter ended September 30, 2013.  During the quarter ended September 30, 2014, we recognized a $1.4 million gain on foreign currency exchange compared to a $0.5 million foreign currency exchange loss for the quarter ended September 30, 2013 primarily due to the change in the value of the Euro and Mexican Peso compared to the U.S. dollar.  Interest expense for the second quarter of fiscal year 2015 increased $0.4 million compared to the second quarter of fiscal year 2014 due primarily to a decrease in capitalized interest. In addition, in the quarter ended September 30, 2014, we recognized a $6.6 million increase in the value of the NEC TOKIN options.

Income Taxes
 
Income tax expense of $2.6 million for the quarter ended September 30, 2014 increased $1.1 million compared to income tax expense of $1.4 million for the quarter ended September 30, 2013.  During the quarter ended September 30, 2014, the income tax expense was comprised of a $2.6 million charge related to income taxes for continuing foreign operations.  During the quarter ended September 30, 2013, the Company incurred $1.4 million of income tax expense which was comprised of $1.3 million related to income taxes for foreign operations and $0.1 million of state income tax expense.  

There was no U.S. federal income tax benefit for the quarters ended September 30, 2014 and 2013 due to a valuation allowance recorded on deferred tax assets.
 
Equity Income (Loss) From NEC TOKIN
 
Equity income related to NEC TOKIN of $0.2 million for the quarter ended September 30, 2014 improved $1.5 million compared to an Equity loss of $1.2 million for the quarter ended September 30, 2013 due primarily to a reduction in personnel costs, improvements in manufacturing efficiencies and favorable impact in foreign currency exchange rate.

Discontinued Operations
 
Loss from discontinued operations of $1.4 million for the quarter ended September 30, 2014, increased $0.2 million compared to a loss of $1.2 million for the quarter ended September 30, 2013.  The machinery division was sold in April, 2014.
 
Business Groups Comparison of the Quarter Ended September 30, 2014 with the Quarter Ended September 30, 2013
 
The following table reflects each business group’s net sales and operating income (loss), for the quarters ended September 30, 2014 and 2013 (amounts in thousands):
 
Quarters Ended September 30,
 
2014
 
2013
Net sales:
 

 
 

Solid Capacitors
$
163,019

 
$
157,714

Film and Electrolytic
52,274

 
50,735

Total
$
215,293

 
$
208,449

Operating income (loss):
 

 
 

Solid Capacitors
$
38,386

 
$
25,386

Film and Electrolytic
(917
)
 
(2,211
)
Unallocated operating expenses
(24,699
)
 
(21,590
)
Total
$
12,770

 
$
1,585











37

Solid Capacitors
 
The following table sets forth net sales, Operating income (loss), and Operating income (loss) as a percentage of net sales for our Solid Capacitors business group for the quarters ended September 30, 2014 and 2013 (amounts in thousands, except percentages):
 
Quarters Ended September 30,
 
2014
 
2013
 
Amount
 
% to Net
Sales
 
Amount
 
% to Net
Sales
Tantalum product line net sales
$
98,844

 
 

 
$
100,207

 
 

Ceramic product line net sales
64,175

 
 

 
57,507

 
 

Solid Capacitors net sales
$
163,019

 
 

 
$
157,714

 
 

Solid Capacitors operating income (loss)
$
38,386

 
23.5
%
 
$
25,386

 
16.1
%
 
Net Sales
 
Solid Capacitors net sales of $163.0 million for the quarter ended September 30, 2014 increased $5.3 million or 3.4% from $157.7 million for the quarter ended September 30, 2013 primarily as a result of increased sales within the Ceramic product line ("Ceramic"). 

Ceramic net sales of $64.2 million for the quarter ended September 30, 2014 increased $6.7 million or 11.6% from $57.5 million for the quarter ended September 30, 2013, driven primarily by an increase in net sales within the Americas OEM channel and the EMEA distributor channel. Tantalum product line net sales of $98.8 million for the quarter ended September 30, 2014 decreased $1.4 million or 1.4% from $100.2 million for the quarter ended September 30, 2013, driven primarily by a decrease in sales in the APAC region. 

 Segment Operating Income (Loss)
 
Segment operating income of $38.4 million for the quarter ended September 30, 2014 increased $13.0 million or 51.2% from $25.4 million in the quarter ended September 30, 2013 primarily as a result of a $13.4 million increase in gross margin partially offset by a $0.4 million increase in operating expenses (Restructuring, SG&A and R&D). The increase in gross margin was driven by an increase in specialty product sales, continued vertical integration activities, and a decrease in manufacturing costs as a result of moving production from Evora, Portugal to Mexico.

Film and Electrolytic
 
The following table sets forth net sales, Operating income (loss) and Operating income (loss) as a percentage of net sales for our Film and Electrolytic business group for the quarters ended September 30, 2014 and 2013 (amounts in thousands, except percentages):
 
Quarters Ended September 30,
 
2014
 
2013
 
Amount
 
% to Net
Sales
 
Amount
 
% to Net
Sales
Net sales
$
52,274

 
 

 
$
50,735

 
 

Operating income (loss)
(917
)
 
(1.8
)%
 
(2,211
)
 
(4.4
)%

Net Sales
 
Film and Electrolytic net sales of $52.3 million for the quarter ended September 30, 2014 increased $1.5 million or 3.0% from $50.7 million for the quarter ended September 30, 2013.  The increase in net sales was driven by an 8.6% increase in unit sales volumes driven by higher customer demand in all regions partially offset by a decline in average selling prices of 4.6% due to pricing pressure and an increase in unit sales volume for products with lower average selling prices.  The Film and Electrolytic capacitor net sales were favorably impacted by $0.3 million from foreign currency exchange primarily due to the change in the value of the Euro compared to the U.S. dollar. 
 


38

Segment Operating Income (Loss)
 
Segment operating loss of $0.9 million for the quarter ended September 30, 2014 improved $1.3 million or 58.5% from a loss of $2.2 million in the quarter ended September 30, 2013.  The improvement in segment operating loss was primarily attributable to a $1.5 million improvement in gross margin and $0.5 million lower operating expenses. These improvements were partially offset by a $0.2 million increase in SG&A expenses and a $0.4 million increase in restructuring charges.

Consolidated Comparison of the Six Month Period Ended September 30, 2014 with the Six Month Period Ended September 30, 2013
 
The following table sets forth the Condensed Consolidated Statements of Operations for the six month periods ended September 30, 2014 and 2013 (amounts in thousands):
 
Six Month Periods Ended September 30,
 
2014
 
% to
Total
Sales
 
2013
 
% to
Total
Sales
Net sales
$
428,174

 
 

 
$
410,506

 
 

Gross margin
78,712

 
18.4
 %
 
49,461

 
12.0
 %
Selling, general and administrative expenses
50,289

 
11.7
 %
 
48,395

 
11.8
 %
Research and development
12,927

 
3.0
 %
 
11,677

 
2.8
 %
Restructuring charges
3,517

 
0.8
 %
 
5,974

 
1.5
 %
Net (gain) loss on sales and disposals of assets
(185
)
 
—
 %
 
42

 
—
 %
Operating income (loss)
12,164

 
2.8
 %
 
(16,627
)
 
(4.1
)%
Other (income) expense, net
9,609

 
2.2
 %
 
21,068

 
5.1
 %
Income (loss) from continuing operations before income taxes and equity income from NEC TOKIN
2,555

 
0.6
 %
 
(37,695
)
 
(9.2
)%
Income tax expense
3,865

 
0.9
 %
 
3,260

 
0.8
 %
Income (loss) from continuing operations before equity income (loss) from NEC TOKIN
(1,310
)
 
(0.3
)%
 
(40,955
)
 
(10.0
)%
Equity income (loss) from NEC TOKIN
(1,443
)
 
(0.3
)%
 
(4,620
)
 
(1.1
)%
Income (loss) from continuing operations
(2,753
)
 
(0.6
)%
 
(45,575
)
 
(11.1
)%
Income (loss) from discontinued operations, net of income tax expense (benefit) of $1,935 and $(360), respectively
5,543

 
1.3
 %
 
(2,661
)
 
(0.6
)%
Net income (loss)
$
2,790

 
0.7
 %
 
$
(48,236
)
 
(11.8
)%
 
Net Sales
 
Net sales of $428.2 million for the six month period ended September 30, 2014 increased $17.7 million or 4.3% from $410.5 million for the six month period ended September 30, 2013. The increase is due primarily to an increase in Solid Capacitors of $15.7 million driven by an increase in sales in the Americas from the OEM and EMEA Distributor channels. Overall sales of the Company showed a 2.8% increase in unit sales volumes for the six month period ended September 30, 2014 compared to the six month period ended September 30, 2013 and net sales were favorably impacted by $2.9 million from foreign currency exchange primarily due to the change in the value of the Euro compared to the U.S. dollar.


39

The following table reflects the percentage of net sales by region for the six month periods ended September 30, 2014 and 2013: 
 
Six Month Periods Ended September 30,
 
2014
 
2013
Americas
33
%
 
31
%
EMEA
34
%
 
34
%
APAC
33
%
 
35
%
 
100
%
 
100
%
 
The following table reflects the percentage of net sales by channel for the six month periods ended September 30, 2014 and 2013: 
 
Six Month Periods Ended September 30,
 
2014
 
2013
Distributors
45
%
 
44
%
EMS
17
%
 
18
%
OEM
38
%
 
38
%
 
100
%
 
100
%
 
Gross Margin
 
Gross margin of $78.7 million (18.4% of net sales) for the six month period ended September 30, 2014 increased $29.3 million or 59.1% from $49.5 million (12.0% of net sales) in the six month period ended September 30, 2013.  The primary contributor to the increase in gross margin as a percentage of net sales was an improvement in the gross margin for Solid Capacitors of $28.1 million primarily driven by an $11.6 million cost reduction achieved through vertical integration and a decrease in obsolescence reserve expense primarily related to the $3.9 million reserve for inventory held by a third party recorded in the six month period ended September 30, 2013. In addition, there were increases in specialty product sales a shift in product line mix to higher margin products, and a decrease in manufacturing costs as a result of moving production from Evora, Portugal to Mexico.

Selling, General and Administrative Expenses
 
SG&A expenses of $50.3 million (11.7% of net sales) for the six month period ended September 30, 2014 increased $1.9 million or 3.9% compared to $48.4 million (11.8% of net sales) for the six month period ended September 30, 2013.  The increase consists primarily of the following items: a $1.9 million increase in payroll and related fringe benefit expenses, $1.0 million increase in legal and professional fees, and $0.6 million increase in information technology expenses related to leased equipment and software maintenance. Partially offsetting these increases was a $0.8 million decrease in ERP integration costs, $0.5 million decrease in depreciation expense, and $0.4 million decrease in NEC TOKIN investment related expenses.
 
Research and Development
 
R&D expenses of $12.9 million (3.0% of net sales) for the six month period ended September 30, 2014 increased $1.3 million or 10.7% compared to $11.7 million (2.8% of net sales) for the six month period ended September 30, 2013. The increase resulted primarily as a result of headcount increases and engineering activities related to new product introduction.

Restructuring Charges
 
Restructuring charges of $3.5 million for the six month period ended September 30, 2014 decreased $2.5 million or 41.1% from $6.0 million for the six month period ended September 30, 2013.  The personnel reductions of $1.3 million were caused by planned headcount reductions in Europe (primarily Landsberg, Germany) ($1.0 million) and a global reduction of overhead ($0.3 million). The remaining $2.2 million included $0.7 million for manufacturing relocation costs primarily due to the relocation of equipment from Landsberg, Germany to Suzhou, China and Pontecchio, Italy and consolidation of manufacturing facilities within Italy and $1.3 million due to the shut-down of the Tantalum production line in Evora, Portugal.
 

40

The Company incurred $6.0 million in restructuring charges in the six month period ended September 30, 2013 including $5.0 million related to personnel reduction costs which is primarily comprised of the following: $1.9 million related to the closure of a portion of our innovation center in the U.S., $1.2 million related to the reduction of the Solid Capacitor production workforce in Mexico, $1.1 million related to the Company’s initiative to reduce overhead, $0.4 million in termination benefits associated with converting the Weymouth, United Kingdom manufacturing facility into a technology center and $0.4 million related to Cassia Integrazione Guadagni Straordinaria (“CIGS”) plan in Italy.  The expense related to CIGS is as a result of an agreement with the labor union which allowed the Company to place up to 170 employees, on a rotation basis, on the CIGS plan to save labor costs. CIGS is a temporary plan to save labor costs whereby a company may temporarily “lay off” employees while the government continues to pay their wages for a maximum of 12 months during the program. The employees who are in CIGS are not working, but are still employed by the Company. Only employees that are not classified as management or executive level personnel can participate in the CIGS program and upon termination of the plan, the affected employees return to work. In addition to these personnel reduction costs, the Company incurred manufacturing relocation costs of $1.0 million due to the consolidation of manufacturing facilities within Italy and relocation of manufacturing equipment to Evora, Portugal and Skopje, Macedonia.

Operating Income (Loss)
 
KEMET's Operating income of $12.2 million for the six month period ended September 30, 2014, improved $28.8 million or 173.2% from the Operating loss of $16.6 million for the six month period ended September 30, 2013. The improvement is attributable primarily to a $29.3 million increase in gross margin, a $2.5 million decrease in Restructuring charges and a gain on disposal of fixed assets. These improvements were partially offset by a $1.9 million increase in SG&A expense and $1.3 million increase in R&D expenses.

Non-operating (Income) Expense, net
 
Non-operating (income) expense, net was an expense of $9.6 million for the six month period ended September 30, 2014, compared to an expense of $21.1 million for the six month period ended September 30, 2013.  The decrease is primarily due to the recognition of a $10.7 million increase in the value of the NEC TOKIN options for the six month period ended September 30, 2014 compared to $0.4 million decrease in the value of the NEC TOKIN options for the six month period ended September 30, 2013 and also a $0.8 million foreign currency exchange gain during the six month period ended September 30, 2014 compared to a $0.1 million foreign currency exchange gain for the six month period ended September 30, 2013, which was primarily due to the change in the value of the Euro and Mexican Peso compared to the U.S. dollar. Partially offsetting these decreases was an increase in interest expense for the six month period ended September 30, 2014 of $0.9 million from the six month period ended September 30, 2013 primarily due to a decrease in capitalized interest.

Income Taxes
 
Income tax expense of $3.9 million for the six month period ended September 30, 2014 was comprised of $3.6 million related to income taxes for foreign operations and a $0.3 million income tax expense related to uncertain tax positions in a foreign jurisdiction. Income tax expense for the six month period ended September 30, 2013, was $3.3 million, comprised of $3.2 million related to income taxes for foreign operations and $0.1 million of state income tax expense.
 
There was no U.S. federal income tax benefit from the six month periods ended September 30, 2014, and 2013 losses due to a valuation allowance on deferred tax assets.
 
Equity Income (Loss) from NEC TOKIN
 
Equity loss related to NEC TOKIN was $1.4 million for the six month period ended September 30, 2014 compared to a $4.6 million equity loss for the six month period ended September 30, 2013 due primarily to a reduction in personnel costs, improvements in manufacturing efficiencies and favorable impact in foreign currency exchange rate.

Discontinued Operations
 
Income from discontinued operations of $5.5 million for the six month period ended September 30, 2014, increased $8.2 million compared to a loss of $2.7 million for six month period ended September 30, 2013. The improvement is the result of the sale of the machinery division in April 2014, which, subject to closing adjustments, preliminarily resulted in $5.8 million net gain on sale of the business (after income tax expense) offset by a loss from machinery operations of $0.3 million during the six month period ended September 30, 2014.


41

Business Groups Comparison of the Six Month Period Ended September 30, 2014 with the Six Month Period Ended September 30, 2013
 
The following table reflects each business group’s net sales and operating income (loss) for the six month periods ended September 30, 2014 and 2013 (amounts in thousands):
 
 
Six Month Periods Ended September 30,
 
2014
 
2013
Net sales:
 

 
 

Solid Capacitors
$
322,809

 
$
307,115

Film and Electrolytic
105,365

 
103,391

 
$
428,174

 
$
410,506

Operating income (loss):
 

 
 

Solid Capacitors
$
68,120

 
$
38,178

Film and Electrolytic
(6,993
)
 
(8,513
)
Unallocated operating expenses
(48,963
)
 
(46,292
)
 
$
12,164

 
$
(16,627
)

Solid Capacitors
 
The following table sets forth net sales, Operating income and Operating income as a percentage of net sales for our Solid Capacitors business group for the six month periods ended September 30, 2014 and 2013 (amounts in thousands, except percentages):
 
Six Month Periods Ended September 30,
 
2014
 
2013
 
Amount
 
% to Net
Sales
 
Amount
 
% to Net
Sales
Tantalum product line net sales
$
196,787

 
 

 
$
194,346

 
 

Ceramic product line net sales
126,022

 
 

 
112,769

 
 

Solid Capacitors net sales
$
322,809

 
 

 
$
307,115

 
 

Solid Capacitor operating income (loss)
$
68,120

 
21.1
%
 
$
38,178

 
12.4
%
 
Net Sales
 
Solid Capacitors net sales of $322.8 million for the six month period ended September 30, 2014 increased $15.7 million or 5.1% from $307.1 million for the six month period ended September 30, 2013.  Tantalum product line net sales of $196.8 million for the six month period ended September 30, 2014, increased $2.4 million or 1.3% from $194.3 million for the six month period ended September 30, 2013. Ceramic net sales of $126.0 million for the six month period ended September 30, 2014, increased $13.3 million or 11.8% from $112.8 million for the six month period ended September 30, 2013.  The overall Solid Capacitors increase was primarily driven by an increase in sales in the Americas and EMEA regions, which was partially offset by a decrease in sales in the APAC region as shown in the following table:
 
Six Month Periods Ended September 30,
 
Change in Net Sales
 
2014
 
2013
 
Americas
$
126.4

 
$
110.6

 
$
15.8

EMEA
$
78.8

 
$
76.5

 
$
2.3

APAC
$
117.6

 
$
120.0

 
$
(2.4
)


42

Segment Operating Income (Loss)
 
Segment Operating income of $68.1 million for the six month period ended September 30, 2014 increased $29.9 million or 78.4% from $38.2 million for the six month period ended September 30, 2013.  The increase was attributable primarily to an increase in gross profit of $28.1 million driven by increases in specialty product sales, continued vertical integration activities, and lower manufacturing costs due to moving production from Evora, Portugal to Mexico. Other improvements include a $0.6 million decrease in SG&A expenses due primarily to a decrease in integration expenses and a $1.7 million decrease in restructuring charges. Partially offsetting these improvements was a $0.5 million increase in R&D expenses.

Film and Electrolytic
 
The following table sets forth net sales, Operating income (loss) and Operating income (loss) as a percentage of net sales for our Film and Electrolytic business group for the six month periods ended September 30, 2014 and 2013 (amounts in thousands, except percentages):
 
Six Month Periods Ended September 30,
 
2014
 
2013
 
Amount
 
% to Net
Sales
 
Amount
 
% to Net
Sales
Net sales
$
105,365

 
 

 
$
103,391

 
 

Operating income (loss)
(6,993
)
 
(6.6
)%
 
(8,513
)
 
(8.2
)%
 
Net Sales
 
Film and Electrolytic net sales of $105.4 million for the six month period ended September 30, 2014 increased $2.0 million or 1.9% from $103.4 million for the six month period ended September 30, 2013.  Film and Electrolytic net sales were favorably impacted by $2.9 million from foreign exchange primarily due to the change in the value of the Euro compared to the U.S. dollar which was offset by a decrease in average selling prices due to shift in product line mix and pricing pressures.
 
Segment Operating Income (Loss)
 
Segment Operating loss of $7.0 million for the six month period ended September 30, 2014, improved $1.5 million or 17.9% from $8.5 million for the six month period ended September 30, 2013.  The improvement was primarily attributable to a $1.1 million improvement in gross margin, a $0.5 million decrease in restructuring charges, and a $0.2 million decrease in operating expenses due to a gain on disposal of fixed assets. Partially offsetting these improvements was a $0.3 million increase in R&D expenses.

Liquidity and Capital Resources
 
Our liquidity needs arise from working capital requirements, capital expenditures, acquisitions, principal and interest payments on debt, and costs associated with the implementation of our restructuring plans.  Historically, our cash needs have been met by cash flows from operations, borrowings under our loan agreements and existing cash balances.
 
Issuance of 10.5% Senior Notes
 
On May 5, 2010, we completed a private placement of $230.0 million in aggregate principal amount of our 10.5% Senior Notes due 2018 (the “10.5% Senior Notes”).  On March 27, 2012 and April 3, 2012, we completed the sale of $110.0 million and $15.0 million aggregate principal amount of 10.5% Senior Notes, respectively, at an issue price of 105.5% of the principal amount plus accrued interest from November 5, 2011.  The 10.5% Senior Notes were issued as additional notes under the indenture, dated May 5, 2010, among the Company, the guarantors party thereto and Wilmington Trust Company, as trustee.

Revolving Line of Credit
 
On September 30, 2010, KEMET Electronics Corporation (“KEC”) and KEMET Electronics Marketing (S) Pte Ltd. (“KEMET Singapore”) (each a “Borrower” and, collectively, the “Borrowers”) entered into a Loan and Security Agreement (the “Loan and Security Agreement”), with Bank of America, N.A, as the administrative agent and the initial lender. The Loan

43

and Security Agreement provides a $50.0 million revolving line of credit, which is bifurcated into a U.S. facility (for which KEC is the Borrower) and a Singapore facility (for which KEMET Singapore is the Borrower).  The size of the U.S. facility and Singapore facility can fluctuate as long as the Singapore facility does not exceed $30.0 million and the total facility does not exceed $50.0 million.  Pursuant to an amendment to the Loan and Security Agreement entered into on April 30, 2014, the facilities expire on December 31, 2015. A portion of the U.S. facility and of the Singapore facility can be used to issue letters of credit.  One letter of credit totaling $16.0 million was outstanding under the Loan and Security Agreement as of September 30, 2014. There was $25.2 million in borrowings against the Loan and Security Agreement as of September 30, 2014.  As of September 30, 2014 our borrowing capacity under the Loan and Security Agreement was $0.3 million.

Advanced Payment from OEM
 
On August 28, 2012, we entered into and amended an agreement (the “Agreement”) with an OEM, pursuant to which the OEM agreed to advance KEMET $24.0 million (the “Advance Payment”).  On October 22, 2012 we received the Advance Payment from the OEM. As of September 30, 2014 and March 31, 2014, the Company had $18.6 million and $20.4 million, respectively, outstanding to the OEM.  On a monthly basis starting in June 2013, the Company began repaying the OEM by an amount equal to a percentage of the aggregate purchase price of the capacitors sold to the OEM the preceding month, not to exceed $1.0 million per month.  Pursuant to the terms of the Agreement, the percentage of the aggregate purchase price of capacitors sold to the OEM used to repay the Advance Payment will double, and the total amount to be repaid will not exceed $2.0 million per month, in the event that (1) the OEM provides evidence that the price charged by KEMET for a particular capacitor during any prior quarter was equal to or greater than 110% of the price paid by the OEM or its affiliates for a third-party part qualified for the same product, and shipping in volume during such period; and, (2) agreement cannot be reached between the OEM and KEMET for a price adjustment during the current quarter which would bring our price within 110% of the third-party price.  In June 2015, the remaining outstanding balance, if any, is due in full.  Pursuant to the terms of the Agreement, we delivered to the OEM an irrevocable standby letter of credit in the amount of $16.0 million on October 8, 2012 which reduced our availability under the Loan and Security Agreement. 
 
The OEM may demand repayment of the entire balance outstanding or draw upon the Letter of Credit if any of the following events occur while the Agreement is still in effect: (i) the Company commits a material breach of the Agreement, the statement of work or the master purchase agreement between the OEM and the Company; (ii) the Company’s credit rating issued by Standard & Poor’s Financial Services LLC or its successor or Moody’s Investors Services, Inc. or its successors drops below CCC+ or Caa1, respectively; (iii) the Company’s cash balance on the last day of any fiscal quarter is less than $60.0 million; (iv) the Letter of Credit has been terminated without being replaced prior to repayment of the Advance Payment amount; (v) the Company or substantially all of its assets are sold to a party other than a subsidiary of the Company; (vi) all or substantially all of the assets of a subsidiary of the Company, or any of the shares of such subsidiary, are sold, whose assets are used to develop and produce the Goods; (vii) the Company or any subsidiary which accounts for 20% or more of the Company’s consolidated total assets (“Company Entity”) applies for judicial or extra judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee in bankruptcy appointed by reason of its insolvency, or in the event of an involuntary bankruptcy action, liquidation proceeding, dissolution or similar proceeding is filed against a Company Entity and not dismissed within sixty (60) days.  We believe none of these triggers have been met including maintaining a minimum cash balance since our cash balance including restricted cash exceeds the $60.0 million threshold.
 
Short-term Liquidity
 
KEMET's total cash and restricted cash balance as of September 30, 2014 was $64.5 million.  Unrestricted cash and cash equivalents as of September 30, 2014, of $51.6 million decreased $6.4 million from $57.9 million as of March 31, 2014.  Our net working capital (current assets less current liabilities) as of September 30, 2014, was $217.6 million compared to $233.7 million as of March 31, 2014. Cash and cash equivalents held by our foreign subsidiaries totaled $21.0 million and $35.1 million at September 30, 2014, and March 31, 2014, respectively. Our operating income outside the U.S. is deemed to be permanently reinvested in foreign jurisdictions. As a result, we currently do not intend nor foresee a need to repatriate cash and cash equivalents held by foreign subsidiaries. If these funds are needed for our operations in the U.S., we may be required to accrue U.S. taxes on the undistributed foreign earnings.

We have taken steps to improve our operating results by moving headcount to lower cost locations and vertically integrating our supply chain.  Based on our current operating plans, we believe that domestic cash and cash equivalents will continue to be sufficient to fund our operating requirements for the next twelve months, including $38.1 million in interest payments, $20.0 million to $25.0 million in expected capital expenditures, $18.6 million related to the Advance Payment discussed above, $8.0 million in deferred acquisition payments, $3.0 million in restructuring payments, and $7.3 million in debt

44

principal payments.  As of September 30, 2014, our borrowing capacity under the revolving line of credit was $0.3 million.  The revolving line of credit expires on December 31, 2015.
 
Should we require more capital than is generated by our operations or available through our revolving line of credit, we believe we could raise capital through debt issuances or the sale of certain non-core assets.  However, due to market conditions beyond our control, there can be no assurance that we would be able to complete such an offering or sale transaction. The incurrence of additional debt may result in increased interest expense.
 
Cash and cash equivalents decreased $6.4 million for the six month period ended September 30, 2014, as compared with a decrease of $38.3 million during the six month period ended September 30, 2013.
 
The following table provides a summary of cash flows for the quarters presented (amounts in thousands):
 
Six Month Periods Ended September 30,
 
2014
 
2013
Net cash provided by (used in) operating activities
$
1,594

 
$
(31,606
)
Net cash provided by (used in) investing activities
1,159

 
(15,463
)
Net cash provided by (used in) financing activities
(7,907
)
 
8,183

Effect of foreign currency fluctuations on cash
(1,199
)
 
608

Net increase (decrease) in cash and cash equivalents
$
(6,353
)
 
$
(38,278
)
 
Operations
 
Cash provided by operating activities in the six month period ended September 30, 2014 of $1.6 million improved $33.2 million compared to cash used in operating activities of $31.6 million in the six month period ended September 30, 2013. The improvement was primarily a result of a $24.6 million increase in operating cash flows led by an improvement in net income (loss) and partially offset by changes in the following: depreciation and amortization, net (gain) loss on sales and disposals of assets, non-cash interest expense, change in value of NEC Tokin options, equity (gain) loss from NEC Tokin, stock based compensation, pension and post-retiree plans, deferred income taxes, and write down of long-lived assets.

The change in operating assets resulted in a $4.0 million increase in cash in the six month period ended September 30, 2014 compared to the six month period ended September 30, 2013, related primarily to a decrease in accounts receivable. In the six month period ended September 30, 2014, a decrease in accounts receivable generated $4.8 million in cash, compared to the six month period ended September 30, 2013, during which an increase in accounts receivable used $6.8 million in cash. Additionally, in the six month period ended September 30, 2014, an increase in prepaid expenses used $4.0 million in cash, compared to the six month period ended September 30, 2013, during which an increase in prepaid expenses used $1.1 million in cash.
 
The change in operating liabilities resulted in a $4.6 million increase in cash in the six month period ended September 30, 2014 compared to the six month period ended September 30, 2013, related primarily to an increase in accrued expenses. In the six month period ended September 30, 2014, a decrease in accrued expenses used $0.5 million in cash compared to the six month period ended September 30, 2013, during which a decrease in accrued expenses used $12.4 million in cash. Additionally, in the six month period ended September 30, 2014, a decrease in accounts payable and income taxes payable used $2.8 million in cash compared to the six month period ended September 30, 2013, during which an increase in accounts payable and income taxes payable generated $2.8 million in cash.
    
Investing
 
Cash provided by investing activities in the six month period ended September 30, 2014 of $1.2 million increased $16.6 million from cash used in investing activities of $15.5 million in the six month period ended September 30, 2013, due primarily to cash received from the sale of discontinued operations and a decrease in capital expenditures.
During the six month period ended September 30, 2014, capital expenditures of $12.0 million were related primarily to capacity increases at our manufacturing facilities in Simpsonville, South Carolina and Granna, Sweden, as well as completion of our manufacturing facility in Pontecchio, Italy. In addition we received $10.1 million for the sale of discontinued operations, and restricted cash related to the Advance Payment provided cash of $0.6 million.

45

In comparison, during the six month period ended September 30, 2013, capital expenditures of $18.3 million were related primarily to our new manufacturing facility in Pontecchio, Italy, and various information technology-related projects, and restricted cash related to the Advance Payment provided cash of $2.9 million.
Financing
 
Cash used in financing activities in the six month period ended September 30, 2014 of $7.9 million decreased $16.1 million from cash provided by financing activities of $8.2 million in the six month period ended September 30, 2013, due primarily to a decrease in borrowings.
During the six month period ended September 30, 2014, we received $6.8 million in net proceeds under the Loan and Security Agreement while making deferred acquisition payments of $11.6 million related to the KEMET Foil and KEMET Blue Powder Corporation acquisitions and spending $3.1 million for debt payments.
Comparatively, during the six month period ended September 30, 2013, we received $21.0 million in proceeds under the Loan and Security Agreement while making deferred acquisition payments of $11.5 million related to the KEMET Foil and KEMET Blue Powder Corporation acquisitions and spending $1.4 million for debt payments. 
Commitments
 
Our commitments have not changed materially from those disclosed in the Company’s 2014 Annual Report.
 
Non-U.S. GAAP Financial Measures
 
To complement our Condensed Consolidated Statements of Operations and Cash Flows, we use non-U.S. GAAP financial measures of Adjusted operating income (loss), Adjusted net income (loss) and Adjusted EBITDA.  Management believes that Adjusted operating income (loss), Adjusted net income (loss) and Adjusted EBITDA are complements to U.S. GAAP amounts and such measures are useful to investors.  The presentation of these non-U.S. GAAP measures is not meant to be considered in isolation or as an alternative to net income as an indicator of our performance, or as an alternative to cash flows from operating activities as a measure of liquidity.
 
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,
 
Six Month Periods Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
Net sales
$
215,293

 
$
208,449

 
$
428,174

 
$
410,506

Gross margin
$
45,755

 
$
30,917

 
$
78,712

 
$
49,461

Adjustments:
 
 
 
 
 
 
 
Plant start-up costs
1,114

 
1,050

 
2,761

 
2,182

Stock-based compensation expense
341

 
229

 
1,952

 
1,628

Plant shut-down costs
—

 
—

 
889

 
—

Inventory revaluation
(821
)
 
—

 
1,855

 
—

Inventory write down
—

 
—

 
—

 
3,886

Adjusted gross margin
$
46,389

 
$
32,196

 
$
86,169

 
$
57,157

 
21.5
%
 
15.4
%
 
20.1
%
 
13.9
%


46

Adjusted operating income (loss) is calculated as follows (amounts in thousands):
 
Quarters Ended September 30,
 
Six Month Periods Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
Operating income (loss)
$
12,770

 
$
1,585

 
$
12,164

 
$
(16,627
)
Adjustments:
 

 
 

 
 

 
 

Restructuring charges
1,687

 
1,364

 
3,517

 
5,974

Stock-based compensation expense
958

 
659

 
1,952

 
1,628

ERP integration costs
409

 
1,071

 
1,304

 
2,049

Plant start-up costs
1,114

 
1,050

 
2,761

 
2,182

Plant shut-down costs
—

 
—

 
889

 
—

NEC TOKIN investment-related expenses
487

 
124

 
1,067

 
1,432

Inventory write down
—

 
—

 
—

 
3,886

Net (gain) loss on sales and disposals of assets
(550
)
 
42

 
(185
)
 
42

Inventory revaluation
(821
)
 
—

 
1,855

 
—

Adjusted operating income (loss)
$
16,054

 
$
5,895

 
$
25,324

 
$
566


Adjusted net income (loss) is calculated as follows (amounts in thousands):
 
Quarters Ended September 30,
 
Six Month Periods Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
Net income (loss)
$
6,330

 
$
(13,096
)
 
$
2,790

 
$
(48,236
)
Adjustments:
 

 
 

 
 

 
 

Restructuring charges
1,687

 
1,364

 
3,517

 
5,974

Equity (income) loss from NEC TOKIN
(232
)
 
1,243

 
1,443

 
4,620

Inventory revaluation
(821
)
 
—

 
1,855

 
—

Net (gain) loss on sales and disposals of assets
(550
)
 
42

 
(185
)
 
42

Stock-based compensation expense
958

 
659

 
1,952

 
1,628

ERP integration costs
409

 
1,071

 
1,304

 
2,049

Change in value of NEC TOKIN options
(6,600
)
 
382

 
(10,700
)
 
382

Plant start-up costs
1,114

 
1,050

 
2,761

 
2,182

Plant shut-down costs
—

 
—

 
889

 
—

Net foreign exchange (gain) loss
(1,351
)
 
515

 
(824
)
 
(62
)
NEC TOKIN investment-related expenses
487

 
124

 
1,067

 
1,432

Inventory write down
—

 
—

 
—

 
3,886

Long-term receivable write down
—

 
—

 
—

 
1,444

(Income) loss from discontinued operations
1,400

 
1,151

 
(5,543
)
 
2,661

Amortization included in interest expense
583

 
945

 
1,247

 
1,958

Income tax effect of non-GAAP adjustments (1)
51

 
(19
)
 
27

 
(75
)
Adjusted net income (loss)
$
3,465

 
$
(4,569
)

$
1,600


$
(20,115
)
___________________
(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.

47

Adjusted EBITDA is calculated as follows (amounts in thousands):
 
Quarters Ended September 30,
 
Six Month Periods Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
Net income (loss)
$
6,330

 
$
(13,096
)
 
$
2,790

 
$
(48,236
)
Adjustments:
 

 
 

 
 
 
 
Interest expense, net
10,284

 
9,897

 
20,737

 
19,767

Income tax expense (benefit)
2,583

 
1,444

 
3,865

 
3,260

Depreciation and amortization
10,177

 
11,951

 
20,974

 
25,590

Restructuring charges
1,687

 
1,364

 
3,517

 
5,974

Equity income (loss) from NEC TOKIN
(232
)
 
1,243

 
1,443

 
4,620

Inventory revaluation
(821
)
 
—

 
1,855

 
—

Net (gain) loss on sales and disposals of assets
(550
)
 
42

 
(185
)
 
42

Stock-based compensation expense
958

 
659

 
1,952

 
1,628

ERP integration costs
409

 
1,071

 
1,304

 
2,049

Change in value of NEC TOKIN options
(6,600
)
 
382

 
(10,700
)
 
382

Plant start-up costs
1,114

 
1,050

 
2,761

 
2,182

Plant shut-down costs
—

 
—

 
889

 
—

Net foreign exchange (gain) loss
(1,351
)
 
515

 
(824
)
 
(62
)
NEC TOKIN investment-related expenses
487

 
124

 
1,067

 
1,432

Inventory write down
—

 
—

 
—

 
3,886

Long-term receivable write down
—

 
—

 
—

 
1,444

(Income) loss from discontinued operations
1,400

 
1,151

 
(5,543
)
 
2,661

Adjusted EBITDA
$
25,875

 
$
17,797

 
45,902

 
26,619

 
Adjusted gross margin represents net sales less cost of sales excluding adjustments which are outlined in the quantitative reconciliation provided above.  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.

Adjusted operating income (loss) represents operating income (loss), excluding adjustments which are outlined in the quantitative reconciliation provided above. We use Adjusted operating income (loss) to facilitate our analysis and understanding of our business operations and believe that Adjusted operating income (loss) is useful to investors because it provides a supplemental way to understand our underlying operating performance. Adjusted operating income (loss) should not be considered as an alternative to operating income or any other performance measure derived in accordance with U.S. GAAP.
 
Adjusted net income (loss) from continuing operations represents net income (loss) from continuing operations, excluding adjustments which are more specifically outlined in the quantitative reconciliation provided above. We use Adjusted net income (loss) from continuing operations to evaluate our operating performance and believe that Adjusted net income (loss) from continuing operations is useful to investors because it provides a supplemental way to understand our underlying operating performance. Adjusted net income (loss) from continuing operations should not be considered as an alternative to net income (loss) from continuing operations, operating income (loss) or any other performance measures derived in accordance with U.S. GAAP.
 
Adjusted EBITDA represents net income (loss) before interest expense, net, income tax expense (benefit), and depreciation and amortization expense, excluding adjustments which are outlined in the quantitative reconciliation provided above.  We present Adjusted EBITDA from continuing operations as a supplemental measure of our performance and ability to service debt. We also present Adjusted EBITDA from continuing operations because we believe this measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Adjusted EBITDA is also used as a measure to determine incentive compensation.
 

48

We believe Adjusted EBITDA from continuing operations is an appropriate supplemental measure of debt service capacity, because cash expenditures on interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up; and depreciation and amortization are non-cash charges. The other items excluded from Adjusted EBITDA from continuing operations are excluded in order to better reflect our continuing operations.
 
In evaluating Adjusted EBITDA from continuing operations, you should be aware that in the future we may incur expenses similar to the adjustments noted above. Our presentation of Adjusted EBITDA from continuing operations should not be construed as an inference that our future results will be unaffected by these types of adjustments. Adjusted EBITDA from continuing operations 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 from continuing operations measure has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under 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 payments on our debt;
•
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and our Adjusted EBITDA from continuing operations 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 from continuing operations 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 from continuing operations as supplementary information.
 
Off-Balance Sheet Arrangements
 
Other than operating lease commitments, we are not a party to any material off-balance sheet financing arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.
 
Impact of Recently Issued Accounting Standards
 
New accounting standards adopted
 
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which supersedes existing accounting standards for revenue recognition and creates a single framework. The new guidance is effective for the Company's fiscal year that begins on April 1, 2017 and interim periods within that fiscal year and requires either a retrospective or a modified retrospective approach to adoption. The Company is currently evaluating the potential impact on its Consolidated Financial Statements and related disclosures, as well as the available transition methods. Early application is prohibited. 

There are currently no other accounting standards that have been issued that will have a significant impact on the Company’s financial position, results of operations or cash flows upon adoption.


49

Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
There has been no material changes regarding the Company’s market risk position from the information included in the Company’s 2014 Annual Report.
 
Item 4. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
As of September 30, 2014, an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer.  Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
 
Changes in Internal Control over Financial Reporting
 
There has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
PART II—OTHER INFORMATION
 
Item 1. Legal Proceedings
 
We or our subsidiaries are at any one time parties to a number of lawsuits arising out of their respective operations, including, but not limited to, workers' compensation or work place safety cases and antitrust lawsuits, some of which involve claims of substantial damages. Although there can be no assurance, based upon information known to us, we do not believe that any liability which might result from an adverse determination of such lawsuits would have a material adverse effect on our financial condition or results of operations.

              Thirteen purported antitrust class actions (collectively, the “U.S. Complaints”) have recently been filed in United States district courts, alleging collusion and restraint of trade in capacitors by the named defendants. Seven of the suits are brought on behalf of direct purchasers and allege a violation of Section 1 of the Sherman Act, for which they seek injunctive and equitable relief and money damages: Chip-Tech, Ltd., v. Panasonic Corporation, et. al., filed July 18, 2014 in the United States District Court, Northern District of California; Dependable Component Supply Corporation v. Panasonic Corporation, et. al., filed July 22, 2014 in the United States District Court, Northern District of California; eIQ Energy, Inc. v. AVX Corporation, et al., filed August 1, 2014 in the United States District Court for the District of New Jersey and subsequently dismissed and refiled in the United States District Court, Northern District of California; Schuten Electronics Inc. v. AVX Corporation, et al., filed August 14, 2014 in the United States District Court, Northern District of California; In Home Tech Solutions, Inc. v Panasonic Corporation, et al., filed October 8, 2014 in the United States District Court, Northern District of California; Quathimatine Holdings, Inc. v. Elna Co., Ltd., et al., filed October 22, 2014 in the United States District Court, Northern District of California; and Walker Component Group, Inc. v. Panasonic Corporation, et al., filed October 28, 2014 in the United States District Court, Northern District of California. Six of the suits are brought on behalf of indirect purchasers: Ellis et al. v. Panasonic Corporation, et al., filed August 21, 2014 in the United States District Court, Northern District of California; Bennett v. Panasonic et al., filed September 30, 2014 in the United States District Court, Northern District of California; Toy-Knowlogy Inc. v. Elna Co., Ltd., et al., filed October 17, 2014 in the United States District Court, Northern District of California; CAE Sound v. Elna Co., Ltd., et al., filed October 20, 2014 in the United States District Court, Northern District of California; Brooks and Royce Parking Control Systems, Inc. v. Panasonic Corporation, et al., filed October 24, 2014 in the United States District Court, Northern District of California; and Wong v. KEMET Corporation, et al., filed October 27, 2014 in the United States District Court, Northern District of California.  The Ellis, Toy-Knowlogy, CAE Sound, Brooks and Wong complaints assert claims for damages under various antitrust and other state laws as well as for injunctive and equitable relief under the Sherman Act. The Bennett complaint asserts claims under California law and seeks equitable relief and money damages. KEMET Corporation and KEMET Electronics Corporation were named as defendants in each of the U.S.

50

Complaints, along with more than 20 other capacitor manufacturers and subsidiaries. The U.S. Complaints are being consolidated before Judge James Donato in the United States District Court, Northern District of California.

In addition, KEMET Corporation and KEMET Electronics Corporation, along with the other defendants of the U.S. Complaints, were named as defendants in several additional suits that were recently filed in Canada (collectively, the “Canadian Complaints”): Badashmin v. Panasonic Corporation, et al., filed August 6, 2014 in the Superior Court, Province of Quebec, District of Montreal; Herard v. Panasonic Corporation, et al., filed August 6, 2014 in the Superior Court, Province of Quebec, District of Montreal; Cygnus Electronics Corporation v. Panasonic Corporation, et al., filed August 6, 2014 in the Superior Court of Justice, Province of Ontario; LeClaire v. Panasonic Corporation, et al., filed August 6, 2014 in the Superior Court, Province of Quebec, District of Montreal; Taylor v Panasonic Corporation, et al., filed August 11, 2014 in the Superior Court of Justice, Province of Ontario; Ramsay v. Panasonic Corporation, et al., filed August 14, 2014 in the Supreme Court, Province of British Columbia; Martin v. Panasonic Corporation, et al., filed September 25, 2014 in the Superior Court, Province of Quebec, District of Montreal; Parikh v. Panasonic Corporation, et al., filed October 3, 2014 in the Superior Court of Justice, Province of Ontario; Fraser v. Panasonic Corporation, et al., filed October 3, 2014 in the Court of Queen’s Bench, Province of Saskatchewan; and Pickering v. Panasonic Corporation, et al., filed October 6, 2014 in the Supreme Court, Province of British Columbia.  The Canadian Complaints generally allege the same unlawful acts as in the U.S. Complaints, assert claims under Canada’s Competition Act as well as various civil and common law causes of action, and seek injunctive and equitable relief and money damages.

The Company has not recorded any accrual concerning the U.S. Complaints and the Canadian Complaints.

Item 1A. Risk Factors
 
There have been no material changes in our risk factors from those disclosed in Part I, Item 1A Risk Factors, of the Company’s 2014 Annual Report.
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
 
None.
 
Item 3. Defaults Upon Senior Securities
 
None.
 
Item 4. Mine Safety Disclosures
 
Not applicable.
 
Item 5. Other Information
 
None.


51

Item 6. Exhibits
 
Exhibit 10.1 Amendment No. 1 to Option Agreement, dated as of August 29, 2014, between KEMET Electronics Corporation and NEC Corporation (incorporated by reference to the Company's Current Report on Form 8-K (File No. 001-15491) filed on September 4, 2014).

Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer
 
Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Officer
 
Exhibit 32.1 Section 1350 Certification - Principal Executive Officer
 
Exhibit 32.2 Section 1350 Certification - Principal Financial Officer
 
Exhibit 101 The following financial information from KEMET Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i)  Condensed Consolidated Statements of Operations for the quarters and six month periods ended September 30, 2014 and 2013, (ii) Condensed Consolidated Balance Sheets at September 30, 2014 and March 31, 2014, (iii) Condensed Consolidated Statements of Cash Flows for the six month periods ended September 30, 2014, and 2013, and (iv) the Notes to Condensed Consolidated Financial Statements.
 

52

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date:
October 31, 2014
 
 
 
KEMET Corporation
 
 
 
 
By:
/s/ WILLIAM M. LOWE, JR.
 
 
William M. Lowe, Jr.
 
 
Executive Vice President and Chief Financial Officer
 
 
(Principal Financial Officer and Principal Accounting Officer)
 
 
(Duly Authorized Officer)




53

EXHIBIT INDEX
 
Exhibit 10.1 Amendment No. 1 to Option Agreement, dated as of August 29, 2014, between KEMET Electronics Corporation and NEC Corporation (incorporated by reference to the Company's Current Report on Form 8-K (File No. 001-15491) filed on September 4, 2014).

Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer
 
Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Officer
 
Exhibit 32.1 Section 1350 Certification - Principal Executive Officer
 
Exhibit 32.2 Section 1350 Certification - Principal Financial Officer
 
Exhibit 101 The following financial information from KEMET Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i)  Condensed Consolidated Statements of Operations for the quarters and six month periods ended September 30, 2014 and 2013, (ii) Condensed Consolidated Balance Sheets at September 30, 2014 and March 31, 2014, (iii) Condensed Consolidated Statements of Cash Flows for the six month periods ended September 30, 2014, and 2013, and (iv) the Notes to Condensed Consolidated Financial Statements.



54

Stock widget

Investing forum

KEMET CORP Reports