Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

 

 

x

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

For the quarterly period ended September 30, 2008

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

Commission File Number: 0-20289

 

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 x 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o (Do not check if a smaller reporting company)

 

Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

 

The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of November 7, 2008 was 80,530,411

 

 

 



Table of Contents

 

KEMET CORPORATION AND SUBSIDIARIES

Form 10-Q for the Quarterly Period Ended September 30, 2008

INDEX

 

 

Page

Part I FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Condensed Consolidated Balance Sheets at September 30, 2008 and March 31, 2008

2

 

 

Condensed Consolidated Statements of Operations for the Quarters and Six Months Ended September 30, 2008 and September 30, 2007

3

 

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2008 and September 30, 2007

4

 

 

Notes to Condensed Consolidated Financial Statements

5

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

36

 

 

Item 4. Controls and Procedures

36

 

 

Part II OTHER INFORMATION

 

 

 

Item 1. Legal Proceedings

37

 

 

Item 1A. Risk Factors

37

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

38

 

 

Item 3. Defaults Upon Senior Securities

38

 

 

Item 4. Submission of Matters to a Vote of Security Holders

38

 

 

Item 5. Other Information

39

 

 

Item 6. Exhibits

39

 



Table of Contents

 

PART 1 - FINANCIAL INFORMATION

ITEM 1 - Financial Statements

 

KEMET CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Amounts in thousands, except per share data)

(Unaudited)

 

 

 

September 30, 2008

 

March 31, 2008

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

36,095

 

$

81,383

 

Accounts receivable, net

 

181,052

 

197,258

 

Inventories

 

210,965

 

243,714

 

Prepaid expenses and other current assets

 

15,938

 

15,692

 

Deferred income taxes

 

4,926

 

4,017

 

Total current assets

 

448,976

 

542,064

 

Property and equipment, net of accumulated depreciation of $677.2 million and $673.6 million as of September 30, 2008 and March 31, 2008, respectively

 

391,832

 

475,912

 

Assets held for sale

 

3,484

 

4,638

 

Goodwill

 

 

182,273

 

Intangible assets, net

 

27,818

 

35,786

 

Other assets

 

10,508

 

11,227

 

Total assets

 

$

882,618

 

$

1,251,900

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

151,883

 

$

108,387

 

Accounts payable, trade

 

111,860

 

131,468

 

Accrued expenses

 

71,936

 

59,626

 

Income taxes payable

 

68

 

3,524

 

Total current liabilities

 

335,747

 

303,005

 

Long-term debt

 

199,381

 

304,294

 

Post-retirement benefits and other non-current obligations

 

69,607

 

80,130

 

Deferred income taxes

 

18,690

 

21,679

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, par value $0.01, authorized 300,000 shares, issued 88,322 and 88,240 shares at September 30, 2008 and March 31, 2008, respectively

 

883

 

882

 

Additional paid-in capital

 

323,522

 

323,359

 

Retained earnings (deficit)

 

(56,098

)

214,180

 

Accumulated other comprehensive income

 

51,198

 

65,565

 

Treasury stock, at cost (7,835 and 7,950 shares at September 30, 2008 and March 31, 2008, respectively)

 

(60,312

)

(61,194

)

Total stockholders’ equity

 

259,193

 

542,792

 

Total liabilities and stockholders’ equity

 

$

882,618

 

$

1,251,900

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

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Table of Contents

 

KEMET CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Amounts in thousands, except per share data)

(Unaudited)

 

 

 

Quarters Ended September 30,

 

Six Months Ended September 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

234,819

 

$

197,129

 

$

477,663

 

$

380,248

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of sales

 

206,822

 

159,397

 

432,411

 

302,939

 

Selling, general and administrative expenses

 

23,799

 

20,212

 

52,018

 

42,019

 

Research and development

 

7,048

 

8,173

 

17,144

 

17,240

 

Restructuring charges

 

18,210

 

5,985

 

25,007

 

8,534

 

Goodwill impairment

 

85,680

 

 

174,327

 

 

Write down of long-lived assets

 

1,227

 

 

65,155

 

 

Gain on sale of assets

 

(28,653

)

 

(28,653

)

 

Total operating costs and expenses

 

314,133

 

193,767

 

737,409

 

370,732

 

 

 

 

 

 

 

 

 

 

 

Operating (loss) income

 

(79,314

)

3,362

 

(259,746

)

9,516

 

 

 

 

 

 

 

 

 

 

 

Other (income) expense:

 

 

 

 

 

 

 

 

 

Interest income

 

(178

)

(1,356

)

(416

)

(3,217

)

Interest expense

 

5,501

 

2,085

 

11,147

 

4,685

 

Other (income) expense, net

 

(5,068

)

(1,110

)

(3,536

)

(1,417

)

Loss on early retirement of debt

 

2,212

 

 

2,212

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes

 

(81,781

)

3,743

 

(269,153

)

9,465

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

1,205

 

(267

)

1,125

 

(1,577

)

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(82,986

)

$

4,010

 

$

(270,278

)

$

11,042

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income per share:

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

$

(1.03

)

$

0.05

 

$

(3.36

)

$

0.13

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

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Table of Contents

 

KEMET CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

 

 

 

Six Months Ended September 30,

 

 

 

2008

 

2007

 

Sources (uses) of cash and cash equivalents

 

 

 

 

 

Operating activities:

 

 

 

 

 

Net (loss) income

 

$

(270,278

)

$

11,042

 

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

 

 

 

 

 

Depreciation and amortization

 

31,089

 

25,952

 

Goodwill impairment

 

174,327

 

 

Write down of long-lived assets

 

65,155

 

 

Gain on sale of assets

 

(28,653

)

 

Stock-based compensation expense

 

868

 

3,771

 

Change in deferred income taxes

 

(1,138

)

4,090

 

Change in operating assets

 

23,967

 

2,676

 

Change in operating liabilities

 

(6,764

)

(43,504

)

Other

 

554

 

(2,278

)

Net cash (used in) provided by operating activities

 

(10,873

)

1,749

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Proceeds from sale of assets

 

34,870

 

 

Proceeds from sale of long-term investments

 

 

46,076

 

Capital expenditures

 

(22,977

)

(24,920

)

Acquisitions, net of cash received

 

(1,000

)

(39,079

)

Other

 

 

398

 

Net cash (used in) provided by investing activities

 

10,893

 

(17,525

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Proceeds from sale of common stock to employee savings plan

 

169

 

387

 

Proceeds from issuance of debt

 

20,496

 

 

Payments of debt

 

(65,212

)

(31,734

)

Other

 

 

130

 

Net cash used in financing activities

 

(44,547

)

(31,217

)

Net decrease in cash and cash equivalents

 

(44,527

)

(46,993

)

Effect of foreign currency fluctuations on cash

 

(761

)

(348

)

Cash and cash equivalents at beginning of fiscal period

 

81,383

 

212,202

 

Cash and cash equivalents at end of fiscal period

 

$

36,095

 

$

164,861

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

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Table of Contents

 

KEMET CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

 

Note 1. Basis of Financial Statement Presentation

 

The 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 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 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.  Although we believe that the disclosures are adequate to make the information presented not misleading, it is suggested that these consolidated financial statements be read in conjunction with the audited financial statements and notes thereto included in the Company’s fiscal year ended March 31, 2008, Form 10-K (“Company’s 2008 Annual Report”).  Net sales and operating results for the quarter and six months ended September 30, 2008 are not necessarily indicative of the results to be expected for the full year.  The accompanying 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.

 

The significant accounting policies followed by the Company are presented on pages 67 to 77 of the Company’s 2008 Annual Report.

 

Recently Issued Accounting Pronouncements

 

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, provides guidance for measuring fair value and requires additional disclosures.  This statement does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements.  The FASB believes that the new standard will make the measurement of fair value more consistent and comparable and improve disclosures about those measures.  The effective date of the provisions of SFAS No. 157 for non-financial assets and liabilities, except for items recognized at fair value on a recurring basis, was deferred by FASB Staff Position (“FSP”) No. 157-2.  SFAS No. 157 for non-financial assets and liabilities is now effective for fiscal years beginning after November 15, 2008.  We are currently evaluating the impact of the provisions for non-financial assets and liabilities.  The adoption of SFAS No. 157 for financial assets and liabilities did not have a material impact on our financial position or results of operations.

 

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 permits companies to choose to measure certain financial instruments and certain other items at fair value.  The standard requires that unrealized gains and losses on items for which the fair value option was elected to be reported in earnings.  SFAS No. 159 is effective for the Company beginning in the first quarter of fiscal year 2009.  We elected not to adopt fair value accounting for nonfinancial assets and liabilities as of April 1, 2008.

 

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations.”  SFAS No. 141(R) establishes principles and requirements for how the acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at the acquisition date fair value.  SFAS No. 141(R) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 or fiscal year 2010.  Early adoption is prohibited.

 

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133.”  SFAS No. 161 requires enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and their effect on an entity’s financial position, financial performance, and cash flows.  SFAS No. 161 is effective for the Company in the quarter beginning after November 15, 2008.  We are currently evaluating the impact the adoption of SFAS No. 161 will have on our fourth quarter fiscal year 2009 consolidated financial statements.

 

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Table of Contents

 

On May 9, 2008, the FASB issued FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP No. APB 14-1”).  FSP No. APB 14-1 requires issuers of convertible debt that may be settled wholly or partly in cash when converted to account for the debt and equity components separately.  FSP No. APB 14-1 is effective for fiscal years beginning after December 15, 2008 and must be applied retrospectively to all periods presented.  We expect this standard will have an impact on our financial statements; however, we have not yet determined the amount of the impact.

 

Revenue Recognition

 

We recognize revenue only when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the price to the buyer is fixed or determinable, and (4) collectibility is reasonably assured.

 

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.  Products with customer specific requirements are tested and approved by the customer before we mass produce and ship the product.  We recognize revenue at shipment as the sales terms for products produced with customer specific requirements do not contain a final customer acceptance provision or other provisions that are unique and would otherwise allow the customer different acceptance rights.

 

A portion of sales is made to distributors under agreements allowing certain rights of return and price protection on unsold merchandise held by distributors.  Our distributor policy includes inventory price protection and “ship-from-stock and debit” (“SFSD”) programs common in the industry.  The price protection policy protects the value of the distributors’ inventory in the event we reduce our published selling price to distributors.  This program allows the distributor to debit us for the difference between KEMET’s list price and the lower authorized price for specific parts.  We establish price protection reserves on parts residing in distributors’ inventories in the period that the price protection is formally authorized by management.

 

The SFSD program provides a mechanism for the distributor to meet a competitive price after obtaining authorization from our local sales office.  This program allows the distributor to ship its higher-priced inventory and debit us for the difference between KEMET’s list price and the lower authorized price for that specific transaction.  Management analyzes historical SFSD activity to determine the SFSD exposure on the global distributor inventory at the balance sheet date.  The establishment of these reserves 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.

 

We provide a limited warranty to customers that our products meet certain specifications.  The warranty period is generally limited to one year, and our 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 less than 1% for the quarters ended September 30, 2008 and 2007.

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates, assumptions, and judgments.  Estimates and assumptions are 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, or future trends or events may have on the financial condition and results of operations reported in KEMET’s unaudited 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.

 

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Table of Contents

 

Inventories

 

Inventories are stated at the lower of cost or market.  The components of inventories are as follows (amounts in thousands):

 

 

 

September 30, 2008

 

March 31, 2008

 

Inventories:

 

 

 

 

 

Raw materials and supplies

 

$

80,456

 

$

98,652

 

Work in process

 

73,396

 

85,138

 

Finished goods

 

57,113

 

59,924

 

 

 

$

210,965

 

$

243,714

 

 

Note 2.  Asset Sales and Assets Held For Sale

 

On September 15, 2008, we sold assets related to the production and sale of wet tantalum capacitors to a subsidiary of Vishay Intertechnology, Inc. (“Vishay”).  We received $33.7 million in cash proceeds, net of amounts held in escrow, from the sale of these assets.  At the same time, we entered into a three-year term loan for $15.0 million with Vishay.  See Note 4 for more information on the term loan.  The sale resulted in a pre-tax gain of $28.7 million, which is net of related fees and amounts held in escrow.  Proceeds of $1.5 million are held in escrow to secure our obligations under the sales agreement and we are entitled to receive these funds on March 15, 2010, unless both parties agree to disburse the funds at an earlier date or unless the buyer is entitled to a portion of the funds under the terms of the escrow agreement.  We will record any release of escrow funds as additional gain when the funds are received.  Annual revenues generated from these assets were approximately $16.0 million.

 

On September 16, 2008, we sold a U.S. manufacturing facility which was no longer in use and was classified on the line item “Assets held for sale” on the Condensed Consolidated Balance Sheets.  Proceeds from this sale were $1.2 million which approximated the carrying value of the asset.

 

We have one remaining manufacturing facility located in the U.S. that is no longer in use and is held for sale in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”  The carrying value of the remaining facility at September 30, 2008 is $3.5 million and is separately presented in the “Assets held for sale” line item on the Condensed Consolidated Balance Sheets.  At September 30, 2008, the fair value is believed to approximate carrying value based on independent appraisals.  We expect to sell this property within the next twelve months, and we do not anticipate any remediation costs in selling the property.  On a quarterly basis, we review this value for indications of impairment.

 

Note 3. Impairment Charges

 

In the first quarter of fiscal year 2009, we tested goodwill for impairment and recorded an $88.6 million impairment charge.  The Film and Electrolytic Business Group recorded a $76.2 million goodwill impairment charge and the Ceramic Business Group recorded a $12.4 million impairment charge which eliminated the carrying value of the Ceramic Business Group’s goodwill.  Also occurring in the first quarter of fiscal year 2009, and as a result of the goodwill impairment testing, we tested the long-lived assets of the Ceramic Business Group for impairment.  As a result of this testing, the Ceramic Business Group recorded a $63.9 million impairment charge to write down long-lived assets.

 

One of the factors that determine whether or not goodwill is impaired is the market value of the Company’s common stock.  After our first quarter earnings release on July 30, 2008, which disclosed the impact of the above impairment on our compliance with certain debt covenants, the market price of our common stock declined significantly below the level we used in performing our annual impairment review as of June 30, 2008.  Because the stock price did not recover in the second quarter of fiscal year 2009, we tested goodwill for impairment again as of September 30, 2008 in connection with the preparation of this quarterly report.  As a result of our goodwill impairment testing, we also tested our long-lived asset groups for impairment.  These impairment tests resulted in a second quarter goodwill impairment charge of $85.7 million to write off all of the remaining goodwill of the Film and Electrolytic, and Tantalum Business Groups.  Other than as noted below, no long-lived asset impairment was identified in our second fiscal quarter.

 

The goodwill and long-lived asset impairment reviews are highly subjective and involve the use of significant estimates and assumptions in order to calculate the impairment charges.  Estimates of business enterprise fair value use discounted cash flow and other fair value appraisal models and involve making assumptions for future sales trends, market conditions, growth rates, cost reduction initiatives and cash flows for the next several years.  Because estimates and assumptions are used in an impairment review, actual future cash flows and other estimates may differ significantly from our forecasts.

 

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During the quarter ended September 30, 2008, and as part of our initiative to reduce costs, remove excess capacity, and make us more competitive on a world-wide basis, we closed a research and development facility located in Heidenheim, Germany that served our Tantalum Business Group.  As part of this closure, we abandoned certain long-lived assets and incurred $1.2 million in impairment charges related to the abandonment.

 

The following chart highlights our goodwill and intangible assets (amounts in thousands):

 

 

 

September 30, 2008

 

March 31, 2008

 

 

 

Carrying

 

Accumulated

 

Carrying

 

Accumulated

 

 

 

Amount

 

Amortization

 

Amount

 

Amortization

 

Unamortized Intangibles:

 

 

 

 

 

 

 

 

 

Goodwill

 

$

 

 

 

$

182,273

 

 

 

Trademarks

 

7,617

 

 

 

7,617

 

 

 

Unamortized intangibles

 

7,617

 

 

 

189,890

 

 

 

Amortized Intangibles:

 

 

 

 

 

 

 

 

 

Patents and technology - 2 to 25 years

 

21,623

 

$

3,194

 

38,923

 

$

11,253

 

Other -3 to 10 years

 

2,611

 

839

 

1,730

 

1,231

 

Amortized intangibles

 

24,234

 

4,033

 

40,653

 

12,484

 

 

 

 

 

 

 

 

 

 

 

 

 

$

31,851

 

$

4,033

 

$

230,543

 

$

12,484

 

 

Note 4. Debt, Liquidity and Capital Resources

 

A summary of debt is as follows (amounts in thousands):

 

 

 

September 30, 2008

 

March 31, 2008

 

Debt

 

 

 

 

 

Convertible Debt

 

$

175,000

 

$

175,000

 

UniCredit-December 2008 Facility

 

71,515

 

79,060

 

UniCredit-April 2009 Facility

 

66,938

 

74,000

 

Senior Notes

 

 

60,000

 

Other

 

37,811

 

24,621

 

Total debt

 

351,264

 

412,681

 

Current maturities

 

(151,883

)

(108,387

)

Total long-term debt

 

$

199,381

 

$

304,294

 

 

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  Specifically, these condensed consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded assets, or the amounts or classification of liabilities that might be necessary in the event the Company is unable to continue as a going concern.  The significant uncertainties surrounding the Company’s debt, liquidity and capital resources discussed below, including the risk of being delisted from the New York Stock Exchange, cast doubt on the  Company’s ability to continue as a going concern.  The failure to successfully implement our financing plans and/or continue to satisfy the listing requirements of our common stock as specified by the respective debt agreements discussed below would have a material adverse effect on our business, results of operations, financial position and liquidity.

 

Senior Notes

 

In May 1998, we sold $100 million of our Senior Notes pursuant to the terms of a Note Purchase Agreement dated May 1, 1998, between the Company and eleven initial purchasers of the Senior Notes.  The Senior Notes began amortizing on May 4, 2006.  The Senior Notes carried a fixed interest rate of 6.66% with interest payable semi-annually and had a final maturity date of May 4, 2010.  On September 19, 2008, we prepaid our obligations under the Senior Notes, including the outstanding principal balance of $40.0 million, accrued interest of $1.0 million, a Make-Whole Amount of $2.0 million, and a prepayment fee of $0.2 million.  The Make-Whole Amount and prepayment fee are shown on the line item “Loss on early retirement of debt” on the Condensed Consolidated Statements of Operations.

 

UniCredit

 

Two credit facilities with UniCredit Corporate Banking S.p.A. (“UniCredit”) were outstanding at September 30, 2008, and together totaled EUR 96.8 million ($138.5 million).  As discussed below, we have successfully refinanced EUR 60.0 million ($85.8 million) of this outstanding debt, paid EUR 1.8 million ($2.6 million), and expect to close on a refinancing of an additional EUR 35.0 million ($50.1 million) no later than April 2009.

 

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The EUR 46.8 million ($66.9 million) short-term credit facility with UniCredit with a scheduled maturity date of April 2009 (the “April 2009 Facility”) was entered into in October 2007 in connection with the completion of the acquisition of Arcotronics Italia S.p.A. (“Arcotronics”).  Material terms and conditions of the April 2009 Facility are as follows:

 

(i)

 

Maturity:

April 9, 2009

(ii)

 

Interest Rate:

Floating at three month EURIBOR plus 1.2%

(iii)

 

Amortization:

Bullet payment at maturity

(iv)

 

Structure:

Unsecured

 

In December 2007, in connection with the refinancing of certain third party indebtedness acquired as part of the acquisition of Arcotronics, we entered into a short-term credit facility with UniCredit with a scheduled maturity date of December 2008 (the “December 2008 Facility”) whereby UniCredit agreed to lend to us EUR 50.0 million ($71.5 million).  Material terms and conditions of the December 2008 Facility prior to refinancing were as follows:

 

(i)

 

Maturity:

December 31, 2008

(ii)

 

Interest Rate:

Floating at three month EURIBOR plus 1.75%

(iii)

 

Amortization:

Bullet payment at maturity

(iv)

 

Structure:

Unsecured

 

On September 29, 2008, we entered into a new medium-term credit facility in the principal amount of EUR 60.0 million (“Facility A”) and received a commitment for a EUR 35.0 million credit facility (“Facility B”) with UniCredit.  Facility A closed on October 21, 2008.  We are subject to covenants under Facility A which, among other things, restrict our ability to make capital expenditures above certain thresholds and require us to meet financial tests related principally to our fixed charge coverage ratio and profitability.  Additionally, the occurrence of events that significantly compromise our financial, economic, asset or operating situation and significantly compromise our ability to ensure prompt and regular repayment of Facility A allow UniCredit to accelerate repayment of Facility A.  There are also provisions under Facility A which require our continued listing on the New York Stock Exchange (“NYSE”) or another stock exchange or regulated stock market existing in the U.S.  See Note 14,  Subsequent Events, for further discussion of the notice we received from the NYSE informing us that we had fallen below the NYSE’s continued listing standard relating to minimum share price.  Facility A and the April 2009 Facility are linked by cross-default provisions.

 

Facility B is currently agreed to be a factoring arrangement priced at EURIBOR plus 1.7%, and is scheduled to close as soon as factoring mechanisms are put in place.  Closing of this refinancing is scheduled to take place no later than April 2009 but such closing remains subject to various conditions and there can be no assurance that such closing will occur.  If we are not successful in closing Facility B, we do not currently have the ability to repay the April 2009 Facility.

 

Proceeds from Facility A in the amount of EUR 50.0 million ($71.5 million) were used to pay off the December 2008 Facility.  Additional proceeds from Facility A in the amount of EUR 10.0 million ($14.3 million) were applied to reduce the outstanding principal of the April 2009 Facility.  In addition, we made a cash payment out of the Company’s existing cash balance to UniCredit of EUR 1.8 million ($2.6 million) which was applied to further reduce the outstanding principal of the April 2009 Facility.  The outstanding balance on the April 2009 Facility after these payments was EUR 35.0 million ($50.1 million).

 

If we are unable to successfully close Facility B, or otherwise restructure or replace the April 2009 Facility, we would not be able to pay the balance due and we would therefore be in default on both the April 2009 Facility and the new Facility A. Further, a failure by the Company to either repay the UniCredit facilities when due, or the absence of a modification of such repayment terms by UniCredit, within 30 days, would allow the holders of the Company’s outstanding Convertible Senior Notes due 2026 (discussed below)  to declare those Notes due and payable immediately. We do not currently have the ability to repay the UniCredit facilities or the Convertible Senior Notes.

 

Uncertainties, including those surrounding our ability to meet the listing standards of the NYSE or another stock exchange or regulated stock market existing in the U.S., and those related to the closing of Facility B, have caused us to classify the indebtedness under Facility A as “Current portion of long-term debt” in the unaudited Condensed Consolidated Balance Sheets.

 

See Note 14, Subsequent Events, for further discussion of Facility A and Facility B.

 

Convertible Debt

 

In November 2006, we sold and issued $175.0 million in Convertible Senior Notes (the “Notes”).  The Notes are unsecured obligations and rank equally with our existing and future unsubordinated and unsecured obligations and are junior to any of our future secured obligations to the extent of the value of the collateral securing such obligations.  In connection with the issuance and

 

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sale of the Notes, we entered into an indenture (the “Indenture”) dated as of November 1, 2006, with Wilmington Trust Company, as trustee.

 

The Notes bear interest at a rate of 2.25% per annum, payable in cash semi-annually in arrears on each May 15 and November 15.  The Notes are convertible into (i) cash in an amount equal to the lesser of the principal amount of the Notes and the conversion value of the Notes on the conversion date and (ii) cash or shares of our common stock (“Common Stock”) or a combination of cash and shares of the Common Stock, at our option, to the extent the conversion value at that time exceeds the principal amount of the Notes, at any time prior to the close of business on the business day immediately preceding the maturity date of the Notes, unless we have redeemed or purchased the Notes, subject to certain conditions. The initial conversion rate was 103.0928 shares of Common Stock per $1,000 principal amount of the Notes, which represents an initial conversion price of approximately $9.70 per share, subject to adjustments.

 

The holder may surrender the holder’s Notes for conversion if any of the following conditions are satisfied:

 

·      During any fiscal quarter, the closing sale price of the Common Stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter exceeds 130% of the conversion price per share on such last trading day;

 

·      We have called the Notes for redemption;

 

·      The average of the trading prices of the Notes for any five consecutive trading day period is less than 98% of the average of the conversion values of the Notes during that period;

 

·      We make certain significant distributions to the holders of the Common Stock; or

 

·      In connection with a transaction or event constituting a “fundamental change” (as defined in the Indenture).

 

We received net proceeds from the sale of the Notes of approximately $170.2 million, after deducting discounts and estimated offering expenses of approximately $4.8 million.  Net proceeds from the sale were used to repurchase approximately 3.3 million shares of Common Stock at a cost of approximately $24.9 million (concurrent with the initial closing of the Notes offering).  The unamortized balance of debt issuance costs related to the Notes is approximately $3.0 million and is included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets.  Debt issuance costs are being amortized over a period of five years.

 

The terms of the Notes are governed by the Indenture.  The Notes mature on November 15, 2026 unless earlier redeemed, repurchased or converted.  We may redeem the Notes for cash, either in whole or in part, anytime after November 20, 2011 at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, including additional interest, if any, up to but not including the date of redemption.  In addition, holders of the Notes will have the right to require us to repurchase for cash all or a portion of their Notes on November 15, 2011, 2016 and 2021, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, in each case, up to but not including, the date of repurchase.

 

The Notes are convertible into Common Stock at a rate equal to 103.0928 shares per $1,000 principal amount of the Notes (equal to an initial conversion price of approximately $9.70 per share), subject to adjustment as described in the Indenture.  Upon conversion, we will deliver for each $1,000 principal amount of Notes, an amount consisting of cash equal to the lesser of $1,000 and the conversion value (as defined in the Indenture) and, to the extent that the conversion value exceeds $1,000, at our election, cash or shares of Common Stock with respect to the remainder.  Pursuant to EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially settled in, a Company’s own stock”, the contingent conversion feature was not required to be bifurcated and accounted for separately under the provisions of SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities.”

 

If we undergo a “fundamental change,” holders of the Notes will have the right, subject to certain conditions, to require us to repurchase for cash all or a portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, including contingent interest and additional amounts, if any.  We would pay a make-whole premium on the Notes converted in connection with any fundamental change that occurs prior to November 20, 2011.  The amount of the make-whole premium, if any, will be based on our stock price and the effective date of the fundamental change.  The maximum make-whole premium, expressed as a number of additional shares of the Common Stock to be received per $1,000 principal amount of the Notes, would be 30.95 upon the conversion of Notes in connection with the occurrence of a fundamental change prior to November 1, 2006, November 15 of each of 2007, 2008, 2009 or 2010, respectively, or November 20, 2011 if the stock price at that date is $7.46 per share of Common Stock.  The Indenture contains a detailed description of how the make-whole premium will be determined and a table showing the make-whole premium that would apply at various stock prices and

 

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fundamental change effective dates.  No make-whole premium will be paid if the price of the Common Stock on the effective date of the fundamental change is less than $7.46.  Any make-whole premium will be payable in shares of Common Stock (or the consideration into which our Common Stock has been exchanged in the fundamental change) on the conversion date for the Notes converted in connection with the fundamental change.

 

One occurrence creating a “fundamental change” is our common stock ceasing to be listed on the NYSE or another national securities exchange in the U.S.  See Note 14, Subsequent Events, for further discussion of the notice the Company received from the NYSE informing us that we had fallen below the NYSE’s continued listing standard relating to minimum share price.

 

An additional occurrence creating a “fundamental change” would be any failure to repay UniCredit amounts when due.  We do not currently have the ability to repay the UniCredit facilities or the Notes.

 

The estimated fair value of the Convertible Notes, based on quoted market prices as of September 30, 2008 and March 31, 2008, was approximately $61 million and $126 million, respectively.  We had interest payable related to the Notes included in “Accrued expenses” on our Condensed Consolidated Balance Sheets of approximately $1.5 million at both September 30, 2008 and March 31, 2008.

 

Working Capital Financing

 

While our current operating plans provide for cash generated from operations to be sufficient to cover our operating requirements going forward, many factors could cause a shortfall in cash available to fund operations. Based on our current operating plans and considering specifically near term cash expenditures for matters such as severance, outstanding vendor obligations, and required additions to property, plant and equipment, we currently anticipate a decline in cash balances available for operations over the remainder of this fiscal year. In addition to our efforts to manage our working capital, we continue to review strategic financing alternatives to improve liquidity in the short-term as well as to reduce our total overall leverage.  These alternatives include the sale of non-core assets and the replacement of current debt with long-term debt.  While we believe we will be successful in increasing liquidity, there can be no assurance that we will be successful with any of the options currently being considered.

 

Other

 

At the same time as the sale of assets discussed in Note 2, we entered into a three-year term loan agreement and a security agreement with Vishay.  The loan was for $15.0 million and carries an interest rate of LIBOR plus 4% which is payable monthly.  The entire principal of $15.0 million matures on September 15, 2011 and can be prepaid without penalty.  Pursuant to the security agreement, the loan is secured by certain accounts receivable of KEMET.

 

Note 5. Reconciliation of Basic Income (Loss) Per Common Share

 

In accordance with FASB Statement No. 128, “Earnings per Share”, the following table presents a reconciliation of basic EPS to diluted EPS.

 

Computation of Basic and Diluted (Loss) Income Per Share

(Amounts in thousands, except per share data)

 

 

 

Quarters Ended September 30,

 

Six Months Ended September 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

Numerator:

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(82,986

)

$

4,010

 

$

(270,278

)

$

11,042

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

80,463

 

83,953

 

80,431

 

83,921

 

Assumed conversion of employee stock options

 

 

224

 

 

237

 

Diluted

 

80,463

 

84,177

 

80,431

 

84,158

 

Net (loss) income per share:

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

$

(1.03

)

$

0.05

 

$

(3.36

)

$

0.13

 

 

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Note 6. Derivatives and Hedging

 

We use certain derivative financial instruments to reduce exposures to volatility of foreign currencies.

 

Hedging Foreign Currencies

 

Certain operating expenses at our Mexican facilities are paid in Mexican pesos.  In order to hedge these forecasted cash flows, we have purchased forward contracts to buy Mexican pesos for periods and amounts consistent with the related underlying cash flow exposures.  These contracts are designated as hedges at inception and monitored for effectiveness on a routine basis.  At September 30, 2008, we had outstanding forward exchange contracts that mature within approximately three months to purchase Mexican pesos with a total notional amount of $11.2 million.  The fair value of these contracts totaled $0.1 million at September 30, 2008, and they are recorded as an asset on the Condensed Consolidated Balance Sheets under “Prepaid expenses and other current assets” and also reflected as deferred income in “Accumulated other comprehensive income” (“AOCI”) on the Condensed Consolidated Balance Sheets.  The impact of the changes in fair values of these contracts resulted in Other Comprehensive Loss, net of taxes, of $1.4 million for the quarter ended September 30, 2008.

 

Changes in the derivatives’ fair values are deferred and recorded as a component of AOCI until the underlying transaction is recorded.  When the hedged item affects income, the deferred gains or losses are reclassified from AOCI to the Condensed Consolidated Statements of Operations as “Cost of sales.”  Any ineffectiveness, if material, in our hedging relationships is recognized immediately in the Condensed Consolidated Statements of Operations.

 

We formally document all relationships between hedging instruments and hedged items, as well as risk management objectives and strategies for undertaking various hedging transactions.

 

Note 7. Restructuring Charges

 

During the past several fiscal years, we have initiated several restructuring programs (the “Plan”) in order to reduce costs, remove excess capacity and make us more competitive on a world-wide basis.  Since the goals of each of these restructuring programs fall into one of the rationales listed above, we have elected to disclose the quarterly impact of total restructuring rather than by each restructuring program.

 

A reconciliation of the beginning and ending liability balances for the Plan included in the liabilities section of the Condensed Consolidated Balance Sheets for the quarters and six months ended September 30, 2008 and 2007 is shown below (amounts in thousands):

 

 

 

Quarter Ended September 30, 2008

 

Quarter Ended September 30, 2007

 

 

 

Personnel

 

Manufacturing

 

Personnel

 

Manufacturing

 

 

 

Reductions

 

Relocations

 

Reductions

 

Relocations

 

Beginning of period

 

$

4,052

 

$

 

$

705

 

$

 

Costs charged to expense

 

16,147

 

2,063

 

3,315

 

2,670

 

Costs paid or settled

 

(2,767

)

(2,063

)

(2,009

)

(2,670

)

End of period

 

$

17,432

 

$

 

$

2,011

 

$

 

 

 

 

Six Months Ended September 30, 2008

 

Six Months Ended September 30, 2007

 

 

 

Personnel

 

Manufacturing

 

Personnel

 

Manufacturing

 

 

 

Reductions

 

Relocations

 

Reductions

 

Relocations

 

Beginning of period

 

$

1,835

 

$

 

$

941

 

$

 

Costs charged to expense

 

21,086

 

3,921

 

4,529

 

4,004

 

Costs paid or settled

 

(5,489

)

(3,921

)

(3,459

)

(4,004

)

End of period

 

$

17,432

 

$

 

$

2,011

 

$

 

 

Manufacturing relocation costs are expensed as actually incurred; therefore no liability is recorded in the Condensed Consolidated Balance Sheets for these costs.  Costs charged to expense are aggregated in “Restructuring charges” in the Condensed Consolidated Statements of Operations.

 

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Personnel Reductions - During the quarter ended September 30, 2008, we recognized charges of $16.1 million related to the rationalization of corporate staff and manufacturing support functions in the U.S., Europe, Mexico, and Asia.  Approximately 640 employees were affected by this action.  During the quarter ended September 30, 2007, we recognized a charge of $3.0 million for reductions in workforce in our Portuguese and German facilities and $0.3 million related to the departure of a former senior executive.  Approximately 115 employees were affected by these Portuguese and German actions.

 

Manufacturing Relocations – Manufacturing relocation costs are expensed as incurred, therefore no liability is recorded in the Condensed Consolidated Balance Sheets for these costs.  Costs charged to expense are aggregated in “Restructuring charges” in the Condensed Consolidated Statements of Operations.  During the quarters ended September 30, 2008 and 2007, we incurred expenses of $2.1 million and $2.7 million, respectively, related to our manufacturing relocation plan.

 

Charges related to personnel reductions and manufacturing relocations correspond with our initiative to relocate production facilities to low-cost regions of the world.

 

Note 8. Accumulated Other Comprehensive Income

 

Comprehensive income (loss) for the quarters and six months ended September 30, 2008 and 2007, includes the following components (amounts in thousands):

 

 

 

Quarters Ended

 

Six Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

Net (loss) income

 

$

(82,986

)

$

4,010

 

$

(270,278

)

$

11,042

 

 

 

 

 

 

 

 

 

 

 

Amortization of postretirement benefit plan

 

(593

)

(598

)

(1,203

)

(1,196

)

Currency forward contract gain (loss)

 

(1,374

)

(1,618

)

(625

)

(829

)

Currency translation gain (loss)

 

(12,145

)

1,169

 

(12,539

)

2,482

 

Unrealized investment income

 

 

1,197

 

 

1,091

 

Total net (loss) income and other comprehensive (loss) income

 

$

(97,098

)

$

4,160

 

$

(284,645

)

$

12,590

 

 

The components of “Accumulated other comprehensive income” on the Condensed Consolidated Balance Sheets are as follows (amounts in thousands):

 

 

 

September 30, 2008

 

March 31, 2008

 

Currency forward contract income, net

 

$

138

 

$

763

 

Currency translation gain

 

29,929

 

42,468

 

Defined benefit postretirement plan adjustments

 

20,977

 

22,180

 

Defined benefit pension plans

 

154

 

154

 

Total Accumulated other comprehensive income

 

$

51,198

 

$

65,565

 

 

Note 9. Income Taxes

 

During the quarter ended September 30, 2008, the net income tax expense of $1.2 million is comprised of a $1.0 million tax expense related to foreign operations and $0.2 million of federal and state income tax expense.  Our $85.7 million goodwill impairment charge is non-deductible for income tax purposes.  Additionally, we recorded valuation allowances to partially offset the tax benefit related to net operating losses in some of our subsidiaries because not realizing these future tax benefits is considered more likely than not.

 

During the six months ended September 30, 2008, the net income tax expense of $1.1 million is comprised of a $0.8 million tax expense related to foreign operations and $0.3 million of federal and state income tax expense.  Our $174.3 million goodwill impairment charge is non-deductible for income tax purposes.

 

During the quarter ended September 30, 2007, the net income tax benefit is comprised of a $1.1 million income tax benefit from the U.S. competent authority relief related to intercompany transfer pricing with our Mexican subsidiary, $0.7 million in foreign income tax expense and $0.1 million in federal and state income tax expense.

 

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During the six months ended September 30, 2007, we recognized a $2.5 million income tax benefit from the recognition of credits due to a change in Texas tax law and a $1.1 million income tax benefit related to competent authority relief on a transfer pricing adjustment.  In addition, we recognized $1.8 million of foreign income tax expense and $0.2 million in federal and state income tax expense.

 

Note 10. Segment and Geographic Information

 

We are organized into three distinct business groups: the Tantalum Business Group, the Ceramic Business Group, and the Film and Electrolytic Business Group.  Each business group is responsible for the operations of certain manufacturing sites as well as all related research and development efforts.  The sales and marketing functions are shared by the business groups and are allocated to each business group based on the business groups’ respective net sales.  In addition, all corporate costs are allocated to the business groups based on the business groups’ respective net sales.  On April 24, 2007, we acquired Evox Rifa Group Oyj (“Evox Rifa”) and on October 12, 2007, we acquired Arcotronics.  Evox Rifa and Arcotronics make up the Film and Electrolytic Business Group.  Consequently, prior year’s income statement information for the Film and Electrolytic Business Group does not include the operations of Arcotronics.

 

Tantalum Business Group

 

The Tantalum Business Group (“Tantalum”) operates in six manufacturing sites in the United States, Mexico, China, and Portugal.  This business group produces tantalum and aluminum polymer capacitors and maintains a product innovation center in the United States.  Tantalum products are sold in all regions of the world.

 

Ceramic Business Group

 

The Ceramic Business Group (“Ceramic”) operates in three manufacturing locations in Mexico and China.  This business group produces ceramic capacitors and maintains a product innovation center in the United States.  Ceramic products are sold in all regions of the world.

 

Film and Electrolytic Business Group

 

The Film and Electrolytic Business Group (“Film and Electrolytic”) operates in twelve manufacturing sites in Europe and Asia.  This business group produces film, paper, and electrolytic capacitors.  In addition, the business group has a product innovation center in Sweden.  Film and Electrolytic products are sold in all regions in the world.

 

The following table reflects each group’s net sales, operating (loss) income, depreciation and amortization expenses as well as sales by region for the quarters and six months ended September 30, 2008 and 2007 and total assets as of  September 30, 2008 and March 31, 2008 (amounts in thousands):

 

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Table of Contents

 

 

 

Quarters Ended September 30,

 

Six Months Ended September 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

Net sales:

 

 

 

 

 

 

 

 

 

Tantalum

 

$

106,376

 

$

108,263

 

$

215,219

 

$

213,596

 

Ceramic

 

52,513

 

58,978

 

105,718

 

114,036

 

Film and Electrolytic

 

75,930

 

29,888

 

156,726

 

52,616

 

 

 

$

234,819

 

$

197,129

 

$

477,663

 

$

380,248

 

 

 

 

 

 

 

 

 

 

 

Operating (loss) income (1)(2)(3):

 

 

 

 

 

 

 

 

 

Tantalum

 

$

(775

)

$

2,184

 

$

(4,939

)

$

8,571

 

Ceramic

 

(5,791

)

(236

)

(93,319

)

(1,574

)

Film and Electrolytic

 

(72,748

)

1,414

 

(161,488

)

2,519

 

 

 

$

(79,314

)

$

3,362

 

$

(259,746

)

$

9,516

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expenses:

 

 

 

 

 

 

 

 

 

Tantalum

 

$

7,874

 

$

8,783

 

$

15,955

 

$

16,955

 

Ceramic

 

2,917

 

3,365

 

6,718

 

7,219

 

Film and Electrolytic

 

3,927

 

1,243

 

7,697

 

1,778

 

 

 

$

14,718

 

$

13,391

 

$

30,370

 

$

25,952

 

 

 

 

 

 

 

 

 

 

 

Sales by region:

 

 

 

 

 

 

 

 

 

North and South America (Americas)

 

$

54,693

 

$

58,942

 

$

112,002

 

$

114,368

 

Europe, Middle East, Africa (EMEA)

 

93,960

 

60,321

 

195,652

 

116,602

 

Asia and Pacific Rim (APAC)

 

86,166

 

77,866

 

170,009

 

149,278

 

 

 

$

234,819

 

$

197,129

 

$

477,663

 

$

380,248

 

 

 

 

September 30, 2008

 

March 31, 2008

 

 

 

 

 

Total assets:

 

$

422,184

 

$

496,256

 

 

 

 

 

Tantalum

 

185,806

 

282,405

 

 

 

 

 

Ceramic

 

274,628

 

473,239

 

 

 

 

 

Film and Electrolytic

 

$

882,618

 

$

1,251,900

 

 

 

 

 

 


(1) Restructuring charges included in Operating (loss) income were as follows:

 

 

 

Quarters Ended September 30,

 

Six Months Ended September 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

Total restructuring:

 

 

 

 

 

 

 

 

 

Tantalum

 

$

8,413

 

$

4,877

 

$

9,711

 

$

6,743

 

Ceramic

 

5,637

 

1,108

 

6,313

 

1,791

 

Film and Electrolytic

 

4,160

 

 

8,983

 

 

 

 

$

18,210

 

$

5,985

 

$

25,007

 

$

8,534

 

 


(2) Impairment charges and write downs included in Operating (loss) income were as follows:

 

 

 

Quarters Ended September 30,

 

Six Months Ended September 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

Impairment charges and write downs:

 

 

 

 

 

 

 

 

 

Tantalum

 

$

25,605

 

$

 

$

25,605

 

$

 

Ceramic

 

 

 

76,346

 

 

Film and Electrolytic

 

61,302

 

 

137,531

 

 

 

 

$

86,907

 

$

 

$

239,482

 

$

 

 


(3) Gain on sale of assets included in Operating (loss) income was:

 

 

 

Quarters Ended September 30,

 

Six Months Ended September 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

Gain on sale of assets:

 

 

 

 

 

 

 

 

 

Tantalum

 

$

28,653

 

$

 

$

28,653

 

$

 

 

15



Table of Contents

 

Note 11. Concentrations of Risks

 

Sales and Credit Risk

 

We sell to customers globally.  Credit evaluations of our customers’ financial condition are performed periodically, and we generally do not require collateral from our customers.  One of our customers, TTI, Inc., accounted for over 10% of our net sales during the first half of fiscal year 2009.  There were no customers’ accounts receivable balances exceeding 10% of gross accounts receivable at September 30, 2008 and March 31, 2008.

 

Electronics distributors are an important distribution channel in the electronics industry and accounted for 48% and 47% of our net sales in the quarters ended September 30, 2008 and 2007, respectively.  As a result of our concentration of sales to electronics distributors, we may experience fluctuations in our operating results as electronics distributors experience fluctuations in end-market demand or adjust their inventory stocking levels.

 

Note 12. Stock-based Compensation

 

Long-Term Incentive Plan for Fiscal Years 2008 and 2009

 

During the quarter ended June 30, 2007, the Board approved a long-term incentive plan (“2008/2009 LTIP”) and as a result issued 383,293 performance awards which entitled certain key employees to receive 134,153 shares of KEMET common stock on May 15, 2009 if certain performance measures were met as compared to the S&P 600 Smallcap Index and to receive 249,140 shares of KEMET common stock if we met a prescribed two year earnings per share target.  All of the participants in the 2008/2009 LTIP had entered into cancellation agreements; and accordingly, the 2008/2009 LTIP was cancelled.

 

Long-Term Incentive Plan for Fiscal Years 2009 and 2010

 

During the quarter ended June 30, 2008, the Board approved a new long-term incentive plan (“2009/2010 LTIP”) based upon the achievement of certain target financial metrics for the combined fiscal years ending in March 2009 and 2010.  These awards vest on the measurement date May 15, 2010.

 

The 2009/2010 LTIP entitles the participants to receive up to 685,799 shares of KEMET common stock if the target financial metrics are realized.  We assessed the likelihood of meeting the target financial metrics and concluded that for the quarter ended September 30, 2008, the target would not be achieved.  Accordingly, no compensation expense was recorded during the first and second quarters of fiscal year 2009.  The compensation costs, if any, associated with the 2009/2010 LTIP will be expensed quarterly over the next six quarters ending March 31, 2010.  We will continue to monitor the likelihood of whether the target financial metrics will be realized and will adjust compensation expense to match expectations.

 

Restricted Stock

 

The Company’s Chief Executive Officer was granted 50,000 and 64,618 restricted shares of KEMET common stock on April 10, 2008 and May 29, 2008, respectively.  The 114,618 shares vested immediately upon grant and had a weighted-average issuance price of $4.15 per share.  Compensation expense associated with the grants was $0.5 million and was recorded as “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations.

 

Stock Options

 

During the second quarter of fiscal year 2009, the Board authorized the issuance of 205,000 stock options pursuant to the 2004 Key Employee Stock Option Plan to certain key employees who recently joined the Company.

 

The exercise prices of the stock options were not less than 100% of the value of the Company’s common shares on the date of grant.  The exercise prices and weighted average grant date fair value per share ranged from $1.24 to $2.77, and from $0.53 to $1.18, respectively.

 

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The Company measured the fair value of these employee stock option grants at the grant dates using the Black-Scholes pricing model with the following assumptions:

 

 

 

Quarter Ended
September 30, 2008

 

Assumptions:

 

 

 

Dividend yield

 

0

%

Expected volatility

 

55.8

%

Risk-free interest rate

 

2.8

%

Expected option lives in years

 

3.5

 

 

The compensation expense associated with these stock option grants was $14,000 and the expense was recorded in the line item “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations.

 

In October 2007, the Board granted 464,000 stock options to employees pursuant to the 2004 Key Employee Stock Option Plan described in Note 6, “Stock Option Plans”, of the notes to consolidated financial statements contained in the Company’s 2008 Annual Report.  The prices of the options granted pursuant to these plans are not less than 100% of the value of the shares on the date of the grant.  The weighted average grant date fair value per share is $3.45, and the weighted average exercise price per share for these options is $7.63.

 

The compensation expense associated with the option awards was $0.3 million and $0.4 million for the quarters ended September 30, 2008 and 2007, respectively.  These costs were recorded as “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations.

 

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 for the year-to-date period ended September 30, 2008.  No tax benefit was realized from stock options exercised during the year-to-date periods ended September 30, 2008 and 2007.

 

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Table of Contents

 

Note 13.  Pension and Other Postretirement Benefit Plans

 

We maintain several European defined benefit pension plans and a postretirement plan in the United States.  Costs recognized for these 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 costs relating to our pension and other postretirement benefit plans are as follows for the quarters ended September 30, 2008 and 2007 (amounts in thousands):

 

 

 

Pension

 

Other Benefits

 

 

 

Quarter Ended

 

Quarters Ended September 30,

 

 

 

September 30, 2008

 

2008

 

2007

 

 

 

 

 

 

 

 

 

Net service cost

 

$

183

 

$

32

 

$

21

 

Interest cost

 

407

 

224

 

241

 

Expected return on net assets

 

(192

)

 

 

Amortization:

 

 

 

 

 

 

 

Actuarial gain

 

(1

)

(11

)

(598

)

Prior service (credit) cost

 

7

 

(594

)

 

 

 

 

 

 

 

 

 

Total net periodic benefits (income) costs

 

$

404

 

$

(349

)

$

(336

)

 

 

 

Pension

 

Other Benefits

 

 

 

Six Months Ended

 

Six Months Ended September 30,

 

 

 

September 30, 2008

 

2008

 

2007

 

 

 

 

 

 

 

 

 

Net service cost

 

$

367

 

$

65

 

$

42

 

Interest cost

 

814

 

448

 

482

 

Expected return on net assets

 

(383

)

 

 

Amortization:

 

 

 

 

 

 

 

Actuarial gain

 

(2

)

(23

)

(1,196

)

Prior service (credit) cost

 

13

 

(1,188

)

 

 

 

 

 

 

 

 

 

Total net periodic benefits (income) costs

 

$

809

 

$

(698

)

$

(672

)

 

For fiscal year 2009, we expect to contribute $1.4 million to the European pension plans.  We expect to make no contributions to fund our postretirement plan assets in fiscal year 2009 as our policy is to pay benefits as costs are incurred.  We estimate that postretirement benefit payments in fiscal year 2009 will be $1.6 million.

 

Note 14. Subsequent Events

 

On September 29, 2008, we entered into a new medium-term credit facility in the principal amount of EUR 60.0 million (“Facility A”) and received a commitment for a EUR 35.0 million credit facility (“Facility B”) with UniCredit.  Under the terms of Facility A, the principal is scheduled to be repaid in nine equal, semi-annual installments during the four and one-half year term with the first payment due in April 2009.  The credit facility is priced at EURIBOR plus 1.7%, and is secured with land and real estate in Italy, certain accounts receivable in Europe, and a pledge of the shares of Arcotronics Italia S.p.A. and Arcotronics Industries S.r.l., two of KEMET’s subsidiaries in Italy.  Facility B is currently agreed to be a factoring arrangement priced at EURIBOR plus 1.7% with repayment at maturity in December 2013.

 

Facility A closed on October 21, 2008.  We are subject to covenants under Facility A which, among other things, restrict our ability to make capital expenditures above certain thresholds and require us to meet financial tests related principally to our fixed charge coverage ratio and profitability.  Additionally, the occurrence of events that significantly compromise our financial,

 

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Table of Contents

 

economic, asset or operating situation and significantly compromise our ability to ensure prompt and regular repayment of Facility A allow UniCredit to accelerate repayment of Facility A.  Proceeds from Facility A in the amount of EUR 50.0 million ($71.5 million) were used to pay off the December 2008 Facility with UniCredit with a scheduled maturity date of December 2008.  Additional proceeds from Facility A in the amount of EUR 10.0 million ($14.3 million) were applied to reduce the outstanding principal of the EUR 46.8 million April 2009 Facility with UniCredit with a scheduled maturity date of April 2009.  In addition, we made a cash payment out of the Company’s existing cash balance to UniCredit of EUR 1.8 million ($2.6 million) which was applied to further reduce the outstanding principal of the April 2009 Facility.  The outstanding balance on the April 2009 Facility after these payments was EUR 35.0 million ($50.1 million).  Closing on Facility B is scheduled to occur as soon as factoring mechanisms are put in place.  Closing of this refinancing is scheduled to take place no later than April 2009 but such closing remains subject to various conditions and there can be no assurance that such closing will occur.

 

On October 29, 2008, we received notice from the New York Stock Exchange (the “NYSE”) that the Company had fallen below the NYSE’s continued listing standard relating to minimum share price.  NYSE’s Listed Company Manual requires that the Company’s common stock have a minimum average closing price of $1.00 during a consecutive 30 trading day period.

 

In accordance with NYSE guidelines, we intend to notify the NYSE of our intent to explore means to cure this deficiency, and we will have six months to cure the deficiency or be subject to suspension and delisting.  Subject to compliance with the NYSE’s other continued listing standards, our common stock will continue to be listed on the NYSE during the six month cure period.  Although we intend to explore means to cure this deficiency and to return to compliance with the NYSE continued listing requirements, there can be no assurance that we will be able to do so.  If we have not cured the deficiency within the applicable time period, then it is likely our common stock will be subject to suspension and delisting procedures.  Delisting from the NYSE also could make trading our common stock more difficult for our investors, leading to declines in share price, and could make it more difficult and expensive for us to raise additional capital.

 

Additionally, there are provisions under our Convertible Senior Notes and our financing arrangements with UniCredit which require the Company’s continued listing on the NYSE or another stock exchange or regulated stock market existing in the U.S.  If we believe that we will be unable to cure the deficiency and continue to remain listed on the NYSE, we will pursue the listing of our common stock on another stock exchange in the U.S. or on the OTC Bulletin Board (“OTCBB”).  If we are not successful in complying with the NYSE’s continued listing requirements or in listing our common stock on another stock exchange or regulated stock market existing in the U.S., including the OTCBB, we will be in default under our existing agreements with UniCredit and with the holders of our outstanding Convertible Senior Notes due 2026.  A default under the provisions of these agreements would allow UniCredit and the holders of our outstanding Convertible Senior Notes to declare the outstanding indebtedness due and payable.  We do not currently have the ability to repay the UniCredit facilities or the Convertible Senior Notes.  The decision by UniCredit or holders of the Convertible Senior Notes to require immediate payment of our outstanding indebtedness due to the Company’s inability to list its stock on the NYSE or another stock exchange or regulated stock market existing in the U.S. would have a material adverse effect on our business, results of operations, financial position and liquidity.

 

See Note 4 for discussion concerning the Company’s ability to continue as a going concern.

 

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Table of Contents

 

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” and other similar expressions or 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 of the Company’s 2008 Annual Report.  The statements are representative only as of the date they are made, and the Company undertakes 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 could cause the Company’s actual results to differ materially from those anticipated in the forward-looking statements in this report include the following: (i) generally adverse economic and industry conditions, including a decline in demand for the Company’s products;  (ii) the ability to maintain sufficient liquidity to realize current operating plans; (iii) adverse economic conditions could cause further reevaluation of the fair value of our reporting segments and the write down of long-lived assets; (iv) the cost and availability of raw materials; (v) changes in the competitive environment of the Company;  (vi) economic, political, or regulatory changes in the countries in which the Company operates; (vii) the ability to successfully integrate the operations of acquired businesses; (viii) the ability to attract, train and retain effective employees and management; (ix) the ability to develop innovative products to maintain customer relationships; (x) the impact of environmental issues, laws, and regulations; (xi) the Company’s ability to achieve the expected benefits of its manufacturing relocation plan or other restructuring plan; (xii) volatility of financial and credit markets which would affect access to capital for the Company; and (xiii) the continued listing of the Company’s common stock on the New York Stock Exchange.

 

Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations and also 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 our unaudited condensed consolidated financial statements included herein.  Our significant accounting policies are described in Note 1 to the consolidated financial statements in the Company’s 2008 Annual Report.  Our critical accounting policies are described under the caption “Critical Accounting Policies” in Item 7 of the Company’s 2008 Annual Report.

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates, assumptions, and judgments.  Estimates and assumptions are 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 our 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.

 

Overview

 

We are a leading manufacturer of the majority of capacitor types, including tantalum, multilayer ceramic, solid aluminum, plastic film, paper, and electrolytic capacitors.  Capacitors are electronic components that store, filter, and regulate electrical energy and current flow and are one of the essential passive components used on circuit boards.  Virtually all electronic applications and

 

20



Table of Contents

 

products contain capacitors, including communication systems, data processing equipment, personal computers, cellular phones, automotive electronic systems, military and aerospace systems, and consumer electronics.

 

Our business strategy is to generate revenues by being the preferred capacitor supplier to the world’s most successful electronics original equipment manufacturers, electronics manufacturing services providers, and electronics distributors.  We reach our customers through a direct sales force, as well as a limited number of manufacturing representatives, that call on customer locations around the world.

 

We manufacture capacitors in the United States, Mexico, Portugal, China, Indonesia, United Kingdom, Finland, Italy, Germany, Bulgaria, and Sweden.  Substantially all of the manufacturing in the United States has been relocated to our lower-cost manufacturing facilities in Mexico and China.  Production that remains in the U.S. focuses primarily on early-stage manufacturing of new products and other specialty products for which customers are predominantly located in North America.

 

The market for all of our capacitors is highly competitive.  The capacitor industry is characterized by, among other factors, a long-term trend toward lower prices for capacitors, low transportation costs, and few import barriers.  Competitive factors that influence the market for our products include product quality, customer service, technical innovation, pricing, and timely delivery. It is our belief that we compete favorably on the basis of each of these factors.

 

We are organized into three distinct business groups: the Tantalum Business Group, the Ceramic Business Group, and the Film and Electrolytic Business Group.  Each business group is responsible for the operations of certain manufacturing sites as well as all related research and development efforts.  The sales and marketing functions are shared by each of the business groups and are allocated to the business groups.  In addition, all corporate costs are also allocated to the business groups.

 

We believe our Mexican operations are among the most cost efficient in the world, and they continue to be our primary production facilities supporting North American and, to a large extent, European customers.  We also believe that our China manufacturing facilities enjoy low production costs and proximity to large and growing markets, which have caused some of our key customers to relocate production facilities to Asia, particularly China.  As a result, one of our strategies is to continue to shift production to low-cost locations which provide us the best opportunity to be a low-cost producer of capacitors.

 

On July 30, 2008, we announced a rationalization plan designed to reduce costs in the corporate staff and manufacturing support functions.  Approximately 640 employees were affected as a result of this action and the salaried workforce affected represented approximately 12% of our salaried workforce.  During the quarter ended September 30, 2008, we accrued severance expense of $16.1 million related to this plan.  We expect that this rationalization plan will reduce our support costs by approximately $36.0 million on an annual basis.

 

We perform an annual test of impairment of our goodwill in the first quarter of each fiscal year and in any other quarter in which events occur that would cause the Company to reevaluate the value of its assets.  As a result of the first quarter review, we recorded a $152.6 million impairment charge which reduced both goodwill and long-lived assets by approximately $88.6 million and $63.9 million, respectively.  The goodwill impairment and long-lived asset charge to earnings reduced the results under U.S. generally accepted accounting principles; however, both are non-cash in nature and therefore have no effect on cash.  The impairment was charged to the Ceramic Business Group and the Film and Electrolytic Business Group in the amount of $76.4 million and $76.2 million, respectively.

 

One of the factors that determine whether or not goodwill is impaired is the market value of the Company’s common stock.  After our first quarter earnings release on July 30, 2008, which disclosed the impact of the above impairment on our compliance with certain debt covenants, the market price of our common stock declined significantly below the level we used in performing our annual impairment review as of June 30, 2008.  Because the stock price did not recover in the second quarter of fiscal year 2009, we tested goodwill for impairment again as of September 30, 2008 in connection with the preparation of this quarterly report.  As a result of our goodwill impairment testing, we also tested our long-lived asset groups for impairment.  These goodwill impairment tests resulted in a second quarter goodwill impairment charge of $85.7 million to write off all of the remaining goodwill of the Film and Electrolytic, and Tantalum Business Groups.  No long-lived asset impairment was identified as a result of the second quarter long-lived asset impairment testing.

 

The goodwill impairment evaluation utilized both the market approach and the income approach to determine the fair value of the Company and its reporting units.  The market approach included our market capitalization and the market capitalization of our peer group companies.

 

On September 15, 2008, we sold assets related to the production and sale of wet tantalum capacitors to a subsidiary of Vishay Intertechnology, Inc. (“Vishay”).  We received $33.7 million in cash proceeds, net of amounts held in escrow, from the sale of these assets.  At the same time, we entered into a three-year term loan for $15.0 million with Vishay.  The sale resulted in a pre-tax gain of $28.7 million, which is net of related fees and amounts held in escrow.  Proceeds of $1.5 million are held in escrow to secure our obligations under the sales agreement and we will record any release of escrow funds as additional gain when the funds are received.  Annual revenues generated from these assets were $16.0 million.

 

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Table of Contents

 

On September 19, 2008, we prepaid our obligations under the Senior Notes, including the outstanding principal balance of $40.0 million, accrued interest of $1.0 million, a Make-Whole Amount of $2.0 million, and a prepayment fee of $0.2 million.  The Make-Whole Amount and prepayment fee are shown as “Loss on early retirement of debt” on the Condensed Consolidated Statements of Operations.  We had been, and were at the time of the prepayment, in compliance with all the financial covenants under the Senior Notes.

 

On September 29, 2008, we entered into a new medium-term credit facility in the principal amount of EUR 60.0 million (“Facility A”) and received a commitment for a EUR 35.0 million credit facility (“Facility B”) with UniCredit Corporate Banking S.p.A. (“UniCredit”), a financial institution headquartered in Italy and part of the Milan-based UniCredit Group.  Under the terms of Facility A, KEMET will repay the principal amount in nine equal, semi-annual installments during the four and one-half year term with the first payment due in April 2009.  The credit facility is priced at EURIBOR plus 1.7%, and is secured with land and real estate in Italy, certain accounts receivable in Europe, and a pledge of the shares of Arcotronics Italia S.p.A. and Arcotronics Industries S.r.l., two of KEMET’s subsidiaries in Italy.  Facility B is currently agreed to be a factoring arrangement priced at EURIBOR plus 1.7% with repayment at maturity in December 2013.

 

Facility A closed on October 21, 2008.  We are subject to covenants under Facility A which, among other things, restrict our ability to make capital expenditures above certain thresholds and require us to meet financial tests related principally to our fixed charge coverage ratio and profitability.  Additionally, the occurrence of events that significantly compromise our financial, economic, asset or operating situation and significantly compromise our ability to ensure prompt and regular repayment of Facility A allow UniCredit to accelerate repayment of Facility A.  Proceeds from Facility A in the amount of EUR 50.0 million ($71.5 million) were used to pay off an existing short-term credit facility with UniCredit with a scheduled maturity date of December 2008 (the “December 2008 Facility”).  Additional proceeds from Facility A in the amount of EUR 10.0 million ($14.3 million) were applied to reduce the outstanding principal of the EUR 46.8 million short-term credit facility with UniCredit with a scheduled maturity date of April 2009 (the “April 2009 Facility”).  In addition, we made a cash payment out of the Company’s existing cash balance to UniCredit of EUR 1.8 million ($2.6 million) which was applied to further reduce the outstanding principal of the April 2009 Facility.  The outstanding balance on the April 2009 Facility after these payments was EUR 35.0 million ($50.1 million).  Closing on Facility B is scheduled to occur as soon as factoring mechanisms are put in place.  Closing of this refinancing is scheduled to take place no later than April 2009 but such closing remains subject to various conditions and there can be no assurance that such closing will occur.  Facility A and the April 2009 Facility are linked by cross-default provisions.

 

Uncertainties, including those surrounding our ability to meet the listing standards of the NYSE or another stock exchange or regulated stock market existing in the U.S., and the closing of Facility B, have caused us to classify the indebtedness under Facility A as “Current portion of long-term debt” in the unaudited Condensed Consolidated Balance Sheets.

 

If we are unable to successfully close Facility B, or otherwise restructure or replace the April 2009 Facility, we would not be able to pay the balance due and we would therefore be in default on both the April 2009 Facility and the new Facility A. Further, a failure by the Company to either repay the UniCredit facilities when due, or the absence of a modification of such repayment terms by UniCredit, within 30 days, would allow the holders of the Company’s outstanding Convertible Senior Notes due 2026 to declare those Notes due and payable immediately. We do not currently have the ability to repay the UniCredit facilities or the Convertible Senior Notes.

 

Additionally, on October 29, 2008, we received notice from the New York Stock Exchange (the “NYSE”) that the Company had fallen below the NYSE’s continued listing standard relating to minimum share price.  Section 802.01C of the NYSE’s Listed Company Manual requires that the Company’s common stock have a minimum average closing price of $1.00 during a consecutive 30 trading day period.  In accordance with NYSE guidelines, we intend to notify the NYSE of our intent to explore means to cure this deficiency, and the Company will have six months to cure the deficiency or be subject to suspension and delisting.  Subject to compliance with the NYSE’s other continued listing standards, our common stock will continue to be listed on the NYSE during the six month cure period.  Although we intend to explore means to cure this deficiency and to return to compliance with the NYSE continued listing requirements, there can be no assurance that we will be able to do so.  If we have not cured the deficiency within the applicable time period, then it is likely our common stock will be subject to suspension and delisting procedures.  Delisting from the NYSE also could make trading our common stock more difficult for our investors, leading to declines in share price, and could make it more difficult and expensive for us to raise additional capital.

 

If we are not successful in complying with the NYSE’s continued listing requirements or in listing our common stock on another stock exchange or regulated stock market existing in the U.S., including the OTCBB, we will be in default under our existing agreements with UniCredit and with the holders of our outstanding Convertible Senior Notes due 2026.  A default under the provisions of these agreements would allow UniCredit and the holders of our outstanding Convertible Senior Notes to declare the outstanding indebtedness due and payable.  We do not currently have the ability to repay the UniCredit facilities or the Convertible Senior Notes.  The decision by UniCredit or holders of the Convertible Senior Notes to require immediate payment of our outstanding indebtedness due to the Company’s inability to list its stock on the NYSE or another stock exchange or regulated stock market existing in the U.S. would have a material adverse effect on our business, results of operations, financial position and liquidity.

 

While our current operating plans provide for cash generated from operations to be sufficient to cover our operating requirements going forward, many factors could cause a shortfall in cash available to fund operations. Based on our current operating plans and considering specifically near term cash expenditures for matters such as severance, outstanding vendor obligations, and required additions to property, plant and equipment, we currently anticipate a decline in cash balances available for operations over the remainder of this fiscal year. In addition to our efforts to manage our working capital, we continue to review strategic financing alternatives to improve liquidity in the short-term as well as to reduce our total overall leverage.  These alternatives include the sale of non-core assets and the replacement of current debt with long-term debt.  While we believe we will be successful in increasing liquidity, there can be no assurance that we will be successful with any of the options currently being considered.

 

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Table of Contents

 

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  Specifically, these condensed consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded assets, or the amounts or classification of liabilities that might be necessary in the event the Company is unable to continue as a going concern.  The significant uncertainties surrounding the Company’s debt, liquidity and capital resources discussed above, including the risk of being delisted from the New York Stock Exchange, cast doubt on the Company’s ability to continue as a going concern.  The failure to successfully implement our financing plans and/or continue to satisfy the listing requirements of our common stock as specified by the respective debt agreements discussed above, would have a material adverse effect on our business, results of operations, financial position and liquidity.

 

CONSOLIDATED RESULTS OF OPERATIONS

 

Comparison of the Quarter Ended September 30, 2008, with the Quarter Ended September 30, 2007

 

The following table sets forth the operating income (loss) for each of our business segments for the quarters ended September 30, 2008 and September 30, 2007, respectively.  The table also sets forth each of the segments’ net sales as a percent to total net sales, the net income (loss) components as a percent to total net sales, and the percentage increase or decrease of such components over the comparable prior year period (amounts in thousands, except percentages):

 

23



Table of Contents

 

 

 

For the Quarters Ended

 

 

 

 

 

September 30, 2008

 

September 30, 2007

 

 

 

 

 

Amount

 

% to Total Sales

 

Amount

 

% to Total Sales

 

% Change

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

Tantalum

 

$

106,376

 

45.3

%

$

108,263

 

54.9

%

-1.7

%

Ceramic

 

52,513

 

22.4

%

58,978

 

29.9

%

-11.0

%

Film and Electrolytic

 

75,930

 

32.3

%

29,888

 

15.2

%

154.0

%

Total

 

$

234,819

 

100.0

%

$

197,129

 

100.0

%

19.1

%

 

 

 

Amount

 

% to Total Sales

 

Amount

 

% to Total Sales

 

 

 

Gross margin

 

 

 

 

 

 

 

 

 

 

 

Tantalum

 

$

17,267

 

7.4

%

$

20,807

 

10.6

%

-17.0

%

Ceramic

 

7,449

 

3.2

%

10,542

 

5.3

%

-29.3

%

Film and Electrolytic

 

3,281

 

1.4

%

6,383

 

3.2

%

-48.6

%

Total

 

27,997

 

11.9

%

37,732

 

19.1

%

-25.8

%

 

 

 

 

 

 

 

 

 

 

 

 

SG&A expenses

 

 

 

 

 

 

 

 

 

 

 

Tantalum

 

9,263

 

3.9

%

9,828

 

5.0

%

-5.7

%

Ceramic

 

5,366

 

2.3

%

6,038

 

3.1

%

-11.1

%

Film and Electrolytic

 

9,170

 

3.9

%

4,346

 

2.2

%

111.0

%

Total

 

23,799

 

10.1

%

20,212

 

10.3

%

17.7

%

 

 

 

 

 

 

 

 

 

 

 

 

R&D expenses

 

 

 

 

 

 

 

 

 

 

 

Tantalum

 

3,414

 

1.5

%

3,918

 

2.0

%

-12.9

%

Ceramic

 

2,237

 

1.0

%

3,632

 

1.8

%

-38.4

%

Film and Electrolytic

 

1,397

 

0.6

%

623

 

0.3

%

124.2

%

Total

 

7,048

 

3.0

%

8,173

 

4.1

%

-13.8

%

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring charges

 

 

 

 

 

 

 

 

 

 

 

Tantalum

 

8,413

 

3.6

%

4,877

 

2.5

%

72.5

%

Ceramic

 

5,637

 

2.4

%

1,108

 

0.6

%

408.8

%

Film and Electrolytic

 

4,160

 

1.8

%

 

 

 

Total

 

18,210

 

7.8

%

5,985

 

3.0

%

204.3

%

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill impairment charges

 

 

 

 

 

 

 

 

 

 

 

Tantalum

 

24,378

 

10.4

%

 

 

 

Film and Electrolytic

 

61,302

 

26.1

%

 

 

 

Total

 

85,680

 

36.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Write down of long-lived assets

 

 

 

 

 

 

 

 

 

 

 

Tantalum

 

1,227

 

0.5

%

 

 

 

Total

 

1,227

 

0.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of assets

 

 

 

 

 

 

 

 

 

 

 

Tantalum

 

(28,653

)

-12.2

%

 

 

 

Total

 

(28,653

)

-12.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating (loss) income

 

 

 

 

 

 

 

 

 

 

 

Tantalum

 

(775

)

-0.3

%

2,184

 

1.1

%

-135.5

%

Ceramic

 

(5,791

)

-2.5

%

(236

)

-0.1

%

2353.8

%

Film and Electrolytic

 

(72,748

)

-31.0

%

1,414

 

0.7

%

-5244.8

%

Total

 

(79,314

)

-33.8

%

3,362

 

1.7

%

-2459.1

%

 

 

 

 

 

 

 

 

 

 

 

 

Other (income) expense, net

 

2,467

 

1.1

%

(381

)

-0.2

%

-747.5

%

(Loss) income before income taxes

 

(81,781

)

-34.8

%

3,743

 

1.9

%

-2284.9

%

Income tax expense (benefit)

 

1,205

 

0.5

%

(267

)

-0.1

%

-551.3

%

Net (loss) income

 

$

(82,986

)

-35.3

%

$

4,010

 

2.0

%

-2169.5

%

 

24



Table of Contents

 

Net Sales

 

Net sales for the quarter ended September 30, 2008, increased by $37.7 million, or 19.1% to $234.8 million compared to the same period last year.  Sales from the Film and Electrolytic Business Group increased $46.0 million and accounted for all of the increase.  The Arcotronics business, which was acquired in the third quarter of fiscal year 2008, accounted for $43.3 million of the Film and Electrolytic increase.  Ceramic and Tantalum sales were both below the same period last year by $6.5 million and $1.9 million, respectively.

 

By region, 23% of net sales for the quarter ended September 30, 2008, were to customers in North America and South America (“Americas”), 37% were to customers in Asia and Pacific Rim (“APAC”), and 40% were to customers in Europe, Middle East and Africa (“EMEA”).  For the quarter ended September 30, 2007, 30% of net sales were to customers in the Americas, 39% were to customers in APAC, and 31% were to customers in EMEA.

 

By channel, 48% of net sales for the quarter ended September 30, 2008, were to distribution customers, 20% were to electronic manufacturing services customers, and 32% were to original equipment manufacturing customers.  For the quarter ended September 30, 2007, 47% of net sales were to distribution customers, 21% were to electronic manufacturing services customers, and 32% were to original equipment manufacturing customers.

 

Gross Margin

 

Gross margin for the quarter ended September 30, 2008, decreased from 19.1% of net sales in the prior year to 11.9% of net sales in the second quarter of fiscal year 2009.  A significant increase in sales from Film and Electrolytic, our lowest margin business, contributed to the decrease in the gross margin percentage.  We expect that margins in this business will improve in the future once we complete our integration and restructuring activities.  Also adversely affecting gross margins in the current quarter compared to the second quarter of fiscal year 2008 were increases in manufacturing costs related to inflation in the utility, freight, and distribution areas.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative (“SG&A”) expenses for the quarter ended September 30, 2008, were $23.8 million, or 10.1% of net sales, as compared to $20.2 million, or 10.3% of net sales for the same period last year.  SG&A expenses for the quarter ended September 30, 2008 include $2.7 million of SG&A costs for the acquired Arcotronics business.  Costs related to integrating our acquisitions were $1.2 million higher than the same quarter a year ago.  Compared to the first quarter of fiscal year 2009, SG&A expenses decreased $4.4 million.  The savings resulted primarily from the rationalization plan initiated this quarter.

 

Research and Development Expenses

 

Research and development (“R&D”) expenses for the quarter ended September 30, 2008, were $7.0 million, or 3.0% of net sales, as compared to $8.2 million, or 4.1% of net sales for the same period last year.  Savings from the rationalization plan initiated this quarter led to the $1.2 million decrease in expenses compared to last year.  Partially offsetting these savings were $0.6 million in additional expenses from the acquisition of Arcotronics.  During the second quarter of fiscal year 2009, we introduced approximately 611 new products of which 34 were first to market.

 

Restructuring Charges

 

During the past several fiscal years, we have initiated several restructuring programs (the “Plan”) in order to reduce costs, remove excess capacity and make us more competitive on a world-wide basis.  The charges we incur to implement the Plan relate to personnel reductions and manufacturing relocations associated with moving production to low-cost regions of the world.

 

During the quarter ended September 30, 2008, we recognized charges of $16.1 million related to the rationalization of corporate staff and manufacturing support functions in the U.S., Europe, Mexico, and Asia.  Approximately 640 employees were affected by this action.  During the quarter ended September 30, 2007, we recognized a charge of $3.0 million for reductions in workforce in our Portuguese and German facilities and $0.3 million related to the departure of a former senior executive.  Approximately 115 employees were affected by these Portuguese and German actions.

 

Additionally, during the quarters ended September 30, 2008 and 2007, we incurred expenses of $2.1 million and $2.7 million, respectively, for the relocation of equipment.

 

25



Table of Contents

 

Goodwill Impairment and Write Down of Long-Lived Assets

 

We test goodwill for impairment during the first quarter of each fiscal year in connection with the preparation of our financial statements and, as a result of this testing, we recorded an $88.6 million impairment charge in the first quarter of fiscal year 2009.  The Film and Electrolytic Business Group recorded a $76.2 million goodwill impairment charge and Ceramics’ recorded a $12.4 million impairment charge which eliminated the carrying value of Ceramic’s goodwill.  Also occurring in the first quarter of fiscal year 2009, and as a result of the goodwill impairment testing,  we tested our long-lived asset groups for impairment .  As a result of this testing, we recorded a $63.9 million impairment charge to write down long-lived assets attributable to the Ceramics asset group.

 

One of the factors that determine whether or not goodwill is impaired is the market value of the Company’s common stock.  After our first quarter earnings release on July 30, 2008, which disclosed the impact of the above impairment on our compliance with certain debt covenants, the market price of our common stock declined significantly below the level we used in performing our annual impairment review as of June 30, 2008.  Because the stock price did not recover in the second quarter of fiscal year 2009, we tested goodwill for impairment again as of September 30, 2008 in connection with the preparation of this quarterly report.  As a result of our goodwill impairment testing, we also tested our long-lived asset groups for impairment.  These impairment tests resulted in a second quarter goodwill impairment charge of $85.7 million to write off all of the remaining goodwill of the Film and Electrolytic, and Tantalum Business Groups.  Other than as noted below, no long-lived asset impairment was identified in our second fiscal quarter.

 

During the quarter ended September 30, 2008, and as part of our initiative to reduce costs, remove excess capacity and make us more competitive on a world-wide basis, we closed a research and development facility located in Heidenheim, Germany that served our Tantalum Business Group.  As part of this closure, we abandoned certain long-lived assets and incurred $1.2 million in impairment charges related to the abandonment.

 

Operating Income

 

Operating loss for the quarter ended September 30, 2008, was $79.3 million, compared to an operating income of $3.4 million for the quarter ended September 30, 2007.  Gross margin decreased $9.7 million as compared to the same quarter a year ago.  Operating expenses increased $2.5 million and restructuring charges were $12.2 million higher than the second quarter of fiscal year 2008.  Additionally, we incurred non-cash charges of $86.9 million for goodwill impairment and the write down of long-lived assets in the second quarter of fiscal year 2009.  Partially offsetting these unfavorable items was the $28.7 million gain on sale of assets.

 

Other (Income) Expense, net

 

Other (income) expense decreased from income of $0.4 million in the second quarter of fiscal year 2008 to expense of $2.5 million in the second quarter of fiscal year 2009.  Interest expense increased compared to the same period a year ago due to the issuance of additional debt and the acquisition of debt associated with the purchase of Arcotronics.  Additionally, we incurred a $2.2 million loss on the prepayment of our Senior Notes in the second quarter of fiscal year 2009.  Partially offsetting these unfavorable items were higher foreign currency translation gains in the second quarter of fiscal year 2009 compared with the second quarter of fiscal year 2008.

 

Income Taxes

 

Our income tax expense for the quarter ended September 30, 2008, was $1.2 million compared to an income tax benefit of $0.3 million for the quarter ended September 30, 2007.  The income tax expense is comprised of a $1.0 million tax expense related to foreign operations and $0.2 million of federal and state income tax expense.  The difference between our actual tax benefit and the tax benefit expected at our statutory rate is primarily the result of two items:  the $85.7 million goodwill impairment charge which is non-deductible for income tax purposes, and valuation allowances which have been recorded to partially offset the tax benefit related to net operating losses in some of our subsidiaries because of the possibility of not realizing these future tax benefits.  During the quarter ended September 30, 2007, the net income tax benefit is comprised of a $1.1 million income tax benefit from the U.S. competent authority relief related to intercompany transfer pricing with the Company’s Mexican subsidiary, $0.7 million in foreign income tax expense and $0.1 million in federal and state income tax expense.

 

26



Table of Contents

 

Business Groups Comparison of the Quarter Ended September 30, 2008, with the Quarter Ended September 30, 2007

 

Tantalum Business Group

 

Net Sales

 

Net sales decreased 1.7% during the second quarter of fiscal year 2009, as compared to second quarter of fiscal year 2008.  Unit sales volume for the quarter ended September 30, 2008 decreased 0.6% as compared to the same period last year, and average selling prices decreased 1.1% for the quarter ended September 30, 2008 as compared to the quarter ended September 30, 2007.  Net sales were negatively affected by product mix as specialty product shipments in the Americas were lower than the prior year quarter.  Volumes for Tantalum products continued to be very strong in Asia, where sales represented 46% of total Tantalum revenue.

 

Gross Margin

 

Gross margin as a percent to Tantalum sales decreased to 16.2% from 19.2% in the second quarter of fiscal year 2008.  The primary contributor to the lower gross margin percentage was the unfavorable product mix discussed above.  Also adversely affecting gross margins in the current quarter compared to the second quarter of fiscal year 2008 were increases in manufacturing costs related to inflation in the utility, freight, and distribution areas.

 

Operating Income

 

Operating loss for the second quarter of fiscal year 2009 was $0.8 million as compared to operating income of $2.2 million in the second quarter of fiscal year 2008.  The unfavorable impact of goodwill impairment charge of $24.4 million was offset by the favorable impact of the gain on sale of assets of $28.7 million.  Lower gross margin of $3.5 million, higher restructuring charges of $3.5 million and the write down of long-lived assets of $1.2 million more than offset the favorable impact of lower operating expenses and led to the unfavorable comparison to the second quarter of fiscal year 2008.  Operating expenses were $1.1 million lower than operating expenses for the same period a year ago primarily as a result of the rationalization plan we initiated on July 30, 2008.

 

Ceramic Business Group

 

Net Sales

 

Net sales decreased by 11.0% during the second quarter of fiscal year 2009, as compared to the same period last year.  The decrease was attributable primarily to lower volumes, partially offset by higher average selling prices.  Volumes decreased 15.8% during the second quarter of fiscal year 2009, as compared to the same period last year due to softening in the Hi-CV market in Asia and a weakening in the automotive market in the U.S.  Average selling prices were up 7.8% due primarily to product and region mix improvements over last year.

 

Gross Margin

 

Gross margin as a percent to Ceramic sales decreased to 14.2% from 17.9% in the second quarter of last year.  The unfavorable absorption impact of lower volume on manufacturing fixed costs as well as increases in manufacturing costs related to inflation in the utility, freight, and distribution areas contributed to the lower gross margin.

 

Operating Loss

 

Operating loss increased from a loss of $0.2 million in the second quarter of fiscal year 2008 to an operating loss of $5.8 million in the second quarter of fiscal year 2009.  Gross margin decreased by $3.1 million and restructuring expenses were $4.5 million higher compared to the same period a year ago.  These unfavorable items were somewhat offset by lower operating expenses of $2.1 million which resulted primarily from the initiation of our rationalization plan on July 30, 2008.

 

Film and Electrolytic Business Group

 

The Film and Electrolytic Business Group was created with the acquisition of Evox Rifa on April 24, 2007 and Arcotronics on October 12, 2007.  Accordingly, the financial results for the second quarter of fiscal year 2008 include only Evox Rifa activity and do not include Arcotronics activity.

 

27



Table of Contents

 

Net Sales

 

Net sales increased from $29.9 million in the second quarter of fiscal year 2008 to $75.9 million in the second quarter of fiscal year 2009.  The Arcotronics business, which was acquired in the third quarter of fiscal year 2008, accounted for $43.3 million of the $46.0 million increase.

 

Gross Margin

 

Gross margin decreased $3.1 million from $6.4 million in the second quarter of fiscal year 2008 to $3.3 million in the second quarter of fiscal year 2009.  Additionally, gross margin as a percent to sales decreased from 21.4% in the second quarter of fiscal year 2008 to 4.3% in the second quarter of fiscal year 2009.  Several factors adversely affected gross margin including inventory adjustments, lower sales in higher margin business segments, and higher distribution costs.  Inefficiencies caused by holiday shutdowns in Europe also adversely affected gross margins in this quarter.

 

Operating Loss

 

Operating loss for the second quarter of fiscal year 2009 was $72.7 million which was primarily due to the non-cash goodwill impairment charge of $61.3 million.  Restructuring charges of $4.2 million related to moving production to lower cost regions of the world and integration expenses of $1.8 million also contributed to the operating loss.

 

Comparison of the Six Months Ended September 30, 2008, with the Six Months Ended September 30, 2007

 

The following table sets forth the operating income (loss) for each of our business segments for the six months ended September 30, 2008 and September 30, 2007.  The table also sets forth each of the segments’ net sales as a percent to total net sales, the net income (loss) components as a percent to total net sales, and the percentage increase or decrease of such components over the comparable prior year period (amounts in thousands, except percentages):

 

28



Table of Contents

 

 

 

For the Six Months Ended

 

 

 

 

 

September 30, 2008

 

September 30, 2007

 

 

 

 

 

Amount

 

% to Total Sales

 

Amount

 

% to Total Sales

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

Tantalum

 

$

215,219

 

45.1

%

$

213,596

 

56.2

%

0.8

%

Ceramic

 

105,718

 

22.1

%

114,036

 

30.0

%

-7.3

%

Film and Electrolytic

 

156,726

 

32.8

%

52,616

 

13.8

%

197.9

%

Total

 

$

477,663

 

100.0

%

$

380,248

 

100.0

%

25.6

%

 

 

 

Amount

 

% to Total Sales

 

Amount

 

% to Total Sales

 

 

 

Gross margin

 

 

 

 

 

 

 

 

 

 

 

Tantalum

 

$

29,795

 

6.2

%

$

44,698

 

11.8

%

-33.3

%

Ceramic

 

6,381

 

1.3

%

21,453

 

5.6

%