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Name | Symbol | Market | Type |
---|---|---|---|
KraneShares Trust Dynamic Emerging Markets Strategy | NYSE:KEM | NYSE | Exchange Traded Fund |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 27.21 | 0 | 01:00:00 |
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DELAWARE
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57-0923789
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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Page
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Exhibit 2.1
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Exhibit 2.2
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Exhibit 3.1
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Exhibit 3.2
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Exhibit 10.1
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Exhibit 10.2
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Exhibit 10.3
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Exhibit 31.1
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Exhibit 31.2
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Exhibit 32.1
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Exhibit 32.2
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Exhibit 101
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June 30, 2017
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March 31, 2017
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||||
ASSETS
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Current assets:
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Cash and cash equivalents
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$
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225,644
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$
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109,774
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Accounts receivable, net
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137,562
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92,526
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Inventories, net
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192,030
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147,955
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Prepaid expenses and other (1)
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51,773
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28,782
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Total current assets
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607,009
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379,037
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Property, plant and equipment, net of accumulated depreciation of $839,665 and $821,276 as of June 30, 2017 and March 31, 2017, respectively
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367,461
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209,311
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Goodwill
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40,294
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40,294
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Intangible assets, net
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63,783
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29,781
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Equity method investments
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12,038
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63,416
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Deferred income taxes (1)
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10,528
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8,367
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Other assets
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9,655
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4,119
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Total assets
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$
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1,110,768
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$
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734,325
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Current portion of long-term debt
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$
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20,376
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$
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2,000
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Accounts payable
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135,929
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69,674
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Accrued expenses
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88,872
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57,752
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Income taxes payable
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531
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715
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Total current liabilities
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245,708
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130,141
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Long-term debt, less current portion
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314,769
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386,211
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Other non-current obligations
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152,073
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60,131
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Deferred income taxes (1)
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12,897
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3,370
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Stockholders’ equity:
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Preferred stock, par value $0.01, authorized 10,000 shares, none issued
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—
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—
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Common stock, par value $0.01, authorized 175,000 shares, issued 47,558 and 46,689 shares at June 30, 2017 and March 31, 2017, respectively
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476
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467
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Additional paid-in capital
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447,145
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447,671
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Retained deficit (1)
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(31,248
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)
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(251,854
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)
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Accumulated other comprehensive income
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(31,052
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)
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(41,812
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)
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Total stockholders’ equity
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385,321
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154,472
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Total liabilities and stockholders’ equity
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$
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1,110,768
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$
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734,325
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Quarters Ended June 30,
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||||||
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2017
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2016
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Net sales
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$
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274,000
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$
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184,935
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Operating costs and expenses:
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Cost of sales (1)
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197,324
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142,183
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Selling, general and administrative expenses (1)
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37,870
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25,756
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Research and development (1)
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9,390
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6,919
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Restructuring charges
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1,613
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688
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Net (gain) loss on sales and disposals of assets
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19
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91
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Total operating costs and expenses
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246,216
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175,637
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Operating income (loss)
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27,784
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9,298
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Non-operating (income) expense:
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Interest income
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(66
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)
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(3
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)
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Interest expense
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10,960
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9,923
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Acquisition gains
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(135,588
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)
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—
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Change in value of TOKIN option
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—
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12,000
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Other (income) expense, net (1)
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6,139
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(1,994
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)
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Income (loss) before income taxes and equity income (loss)
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146,339
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(10,628
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)
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Income tax expense (benefit)
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1,150
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1,800
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Income (loss) before equity income (loss)
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145,189
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(12,428
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)
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Equity income (loss) from equity method investments
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75,417
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223
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Net income (loss)
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$
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220,606
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$
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(12,205
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)
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Net income (loss) per basic share
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$
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4.66
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$
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(0.26
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)
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Net income (loss) per diluted share
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$
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3.82
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$
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(0.26
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)
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Weighted-average shares outstanding:
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Basic
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47,381
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46,349
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Diluted
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57,731
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46,349
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Quarters Ended June 30,
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||||||
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2017
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2016
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||||
Net income (loss)
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$
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220,606
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$
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(12,205
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)
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Other comprehensive income (loss):
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Foreign currency translation gains (losses)
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4,138
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(6,386
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)
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Defined benefit pension plans, net of tax impact
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144
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163
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Post-retirement plan adjustments
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(47
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)
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(42
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)
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Equity interest in TOKIN’s other comprehensive income (loss)
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5,573
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(5,384
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)
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Foreign exchange contracts
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952
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(865
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)
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Other comprehensive income (loss)
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10,760
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(12,514
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)
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Total comprehensive income (loss)
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$
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231,366
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$
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(24,719
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)
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Quarters Ended June 30,
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||||||
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2017
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|
2016
|
||||
Net income (loss)
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$
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220,606
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$
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(12,205
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)
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Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
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Depreciation and amortization
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12,243
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|
9,436
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Equity (income) loss from TOKIN
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(75,417
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)
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(223
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)
|
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Acquisition gains
|
(135,588
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)
|
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—
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Non-cash debt and financing costs
|
460
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|
190
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(Gain) loss on early extinguishment of debt
|
486
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|
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—
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Stock-based compensation expense
|
1,101
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|
1,228
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Change in value of TOKIN option
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—
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|
12,000
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|
||
Net (gain) loss on sales and disposals of assets
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19
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|
91
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Pension and other post-retirement benefits
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687
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|
709
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Change in deferred income taxes
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(129
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)
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|
1,294
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|
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Change in operating assets
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24,879
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(2,357
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)
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Change in operating liabilities
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(39,030
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)
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(13,088
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)
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Other
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(60
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)
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(111
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)
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Net cash provided by (used in) operating activities
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10,257
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(3,036
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)
|
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Investing activities:
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|
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Capital expenditures
|
(7,298
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)
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|
(6,167
|
)
|
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Acquisitions, net of cash received
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167,129
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|
|
—
|
|
||
Net cash provided by (used in) investing activities
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159,831
|
|
|
(6,167
|
)
|
||
Financing activities:
|
|
|
|
|
|
||
Payments on revolving line of credit
|
(33,881
|
)
|
|
—
|
|
||
Proceeds from issuance of debt
|
329,659
|
|
|
—
|
|
||
Payments on long-term obligations
|
(353,000
|
)
|
|
(1,870
|
)
|
||
Purchase of treasury stock
|
—
|
|
|
(595
|
)
|
||
Proceeds from exercise of stock options
|
2,063
|
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
(55,159
|
)
|
|
(2,465
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
114,929
|
|
|
(11,668
|
)
|
||
Effect of foreign currency fluctuations on cash
|
941
|
|
|
(398
|
)
|
||
Cash and cash equivalents at beginning of fiscal period
|
109,774
|
|
|
65,004
|
|
||
Cash and cash equivalents at end of fiscal period
|
$
|
225,644
|
|
|
$
|
52,938
|
|
•
|
ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of the new guidance such that the new provisions will now be required for fiscal years, and interim periods within those years, beginning after December 15, 2017 (ASU No. 2015-14 is effective for the Company’s fiscal year that begins on April 1, 2018 and interim periods within that fiscal year).
|
•
|
ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, which clarifies the implementation guidance on principal versus agent considerations (reporting revenue gross versus net).
|
•
|
ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies the implementation guidance on identifying performance obligations and classifying licensing arrangements.
|
•
|
ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which clarifies the implementation guidance in a number of other areas.
|
•
|
ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.
|
•
|
Level 1—Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
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Carrying Value June 30,
|
|
Fair Value June 30,
|
|
Fair Value Measurement Using
|
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Carrying Value March 31,
|
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Fair Value March 31,
|
|
Fair Value Measurement Using
|
||||||||||||||||||||||||||||
|
2017
|
|
2017
|
|
Level 1
|
|
Level 2 (2)
|
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Level 3
|
|
2017
|
|
2017
|
|
Level 1
|
|
Level 2 (2)
|
|
Level 3
|
||||||||||||||||||||
Assets (Liabilities):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Money markets (1)
|
$
|
23,425
|
|
|
$
|
23,425
|
|
|
$
|
23,425
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,055
|
|
|
$
|
2,055
|
|
|
$
|
2,055
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total debt
|
(335,145
|
)
|
|
(333,852
|
)
|
|
(328,569
|
)
|
|
(5,283
|
)
|
|
—
|
|
|
(388,211
|
)
|
|
(385,251
|
)
|
|
(353,000
|
)
|
|
(32,251
|
)
|
|
—
|
|
||||||||||
TOKIN option,
net (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,900
|
)
|
|
(9,900
|
)
|
|
—
|
|
|
—
|
|
|
(9,900
|
)
|
(1)
|
Included in the line item “Cash and cash equivalents” on the Condensed Consolidated Balance Sheets.
|
(2)
|
The valuation approach used to calculate fair value was a discounted cash flow based on the borrowing rate for each respective debt facility.
|
(3)
|
See Note
7
, “Investment in TOKIN,” for a description of the TOKIN option, which was canceled on April 19, 2017 pursuant to the terms of the TOKIN purchase agreement. The value of the option depended on the enterprise value of TOKIN and its forecasted EBITDA over the duration of the option. The option was valued using option pricing methods in a Monte Carlo simulation.
|
March 31, 2017
|
$
|
(9,900
|
)
|
Option cancellation
|
9,900
|
|
|
June 30, 2017
|
$
|
—
|
|
|
June 30, 2017
|
|
March 31, 2017
|
||||
Raw materials and supplies
|
$
|
82,175
|
|
|
$
|
65,750
|
|
Work in process
|
63,143
|
|
|
47,408
|
|
||
Finished goods
|
61,580
|
|
|
50,738
|
|
||
|
206,898
|
|
|
163,896
|
|
||
Inventory reserves
|
(14,868
|
)
|
|
(15,941
|
)
|
||
|
$
|
192,030
|
|
|
$
|
147,955
|
|
Upfront cash consideration (1)
|
$
|
148,614
|
|
Acquisition payable (2)
|
5,088
|
|
|
Indemnity asset (3)
|
8,500
|
|
|
Less: Put option (4)
|
(9,900
|
)
|
|
Net consideration transferred
|
$
|
152,302
|
|
(1)
|
The upfront cash payment comprises
JPY 6.0 billion
plus one half of Excess Cash in an amount of approximately
JPY 10.2 billion
, approximately
$55.0 million
and
$93.6 million
, respectively.
|
(2)
|
Current estimate of the additional amount due to NEC Corporation upon the settlement of the adjusted purchase price for the EMD sale.
|
(3)
|
Pursuant to the Stock Purchase Agreement (defined in Note
14
, “
Concentrations of Risks
,”) between KEMET and NEC, NEC was required to indemnify TOKIN and/or KEC for any breaches by TOKIN or NEC of certain representations, warranties and covenants in the Stock Purchase Agreement. NEC’s aggregate liability for indemnification claims was limited to
$25.0 million
. Prior to the acquisition, KEMET's equity method investment balance included an
$8.5 million
indemnification asset pursuant to this indemnification arrangement. In connection with the TOKIN Acquisition, NEC was released from its indemnification obligations to KEMET without an exchange of consideration; as such, this amount of released obligation is included as purchase consideration by KEMET.
|
(4)
|
Pursuant to the option agreement, dated as of March 12, 2012, by and among NEC and KEMET (the “Option Agreement”), from April 1, 2015 through May 31, 2018, NEC had the right to require KEC to purchase all outstanding capital stock of TOKIN (the “Put Option”). The fair value of the Put Option of
$9.9 million
was reflected as a liability on KEMET’s balance sheet prior to KEMET
’
s acquisition of the remaining
66%
economic interest in TOKIN. The Put Option was canceled, pursuant to the terms of the TOKIN Purchase Agreement with no exchange of consideration between NEC and KEMET. Accordingly, the fair value of the Put Option reduces the amount of consideration paid to acquire NEC’s equity in TOKIN.
|
|
Fair Value
|
||
Cash
|
$
|
315,743
|
|
Accounts Receivable
|
79,295
|
|
|
Inventory
|
35,310
|
|
|
Other current assets
|
20,899
|
|
|
Property, Plant and equipment
|
159,597
|
|
|
Intangible assets (1)
|
35,452
|
|
|
Equity method investments
|
12,795
|
|
|
Other assets
|
8,533
|
|
|
Current portion of long term debt
|
(3,225
|
)
|
|
Accounts payable
|
(81,642
|
)
|
|
Accrued expenses
|
(46,276
|
)
|
|
Other non-current obligations
|
(103,486
|
)
|
|
Deferred income taxes
|
(9,713
|
)
|
|
Total net assets acquired
|
$
|
423,282
|
|
(1)
|
Comprised of trade name for
$8.1 million
and products and relationships of
$25.2 million
. TOKIN’s technology, products, and relationships were valued as a grouped, composite intangible asset due to the Company’s products being dependent on the existing technology, which enabled a product portfolio that customers found appealing in selecting and designing electronic components for purchase. The trade names were valued based on the relief from royalty method and and have indefinite remaining useful lives. The products and relationships were valued on the excess earnings method and are amortized over
10 years
.
|
|
Quarters Ended June 30,
|
||||
|
2017(1)
|
|
2016(2)
|
||
Pro forma revenues
|
291,474
|
|
|
257,509
|
|
Pro forma net income (loss) from continuing operations available to common stockholders
|
14,231
|
|
|
253,609
|
|
Pro forma earnings per common share - basic
|
0.30
|
|
|
5.47
|
|
Pro forma earnings per common share - diluted
|
0.25
|
|
|
4.87
|
|
Pro forma common shares - basic
|
47,381
|
|
|
46,349
|
|
Pro forma common shares - diluted
|
57,731
|
|
|
52,097
|
|
(1)
|
The net income for the quarter ended June 30, 2017 excludes the following: 34% of the preliminary gain on sale of the EMD business of
$75.2 million
, the preliminary gain related to the fair value of KEMET
’
s previous
34%
interest in TOKIN of
$72.4 million
, and the preliminary bargain gain on the acquisition of TOKIN of
$63.2 million
.
|
(2)
|
The net income for the quarter ended June 30, 2016 includes the following:
34%
of the preliminary gain on sale of the EMD business of
$123.1 million
(which includes the release of a valuation allowance that was recorded in the fourth quarter of fiscal year 2017 and the use of the deferred tax asset which was recorded in the first quarter of fiscal year 2018), the preliminary gain related to the fair value of KEMET
’
s previous
34%
interest in TOKIN of
$72.4 million
, and the preliminary bargain gain on the acquisition of TOKIN of
$61.3 million
.
|
|
June 30,
2017 |
|
March 31,
2017 |
||||
Term Loan Credit Agreement (1)
|
$
|
330,005
|
|
|
$
|
—
|
|
10.5% Senior Notes, net (2)
|
—
|
|
|
352,472
|
|
||
Revolving line of credit
|
—
|
|
|
33,881
|
|
||
Other (3)
|
5,140
|
|
|
1,858
|
|
||
Total debt
|
335,145
|
|
|
388,211
|
|
||
Current maturities
|
(20,376
|
)
|
|
(2,000
|
)
|
||
Total long-term debt
|
$
|
314,769
|
|
|
$
|
386,211
|
|
(1)
|
As noted in Note 1, “Basis of Financial Statements Presentation,” ASU No. 2015-03, Interest - Imputation of Interest, was adopted as of April 1, 2016. As such, debt issuance cost, if any, is included within the respective debt balance. Amounts shown are net of discount and debt issuance costs of
$15.0 million
and
zero
as of
June 30, 2017
and
March 31, 2017
, respectively which reduce the Term Loan Credit Agreement (as defined herein) balance.
|
(2)
|
Amounts shown are net of premium and debt issuance costs of
zero
and
$0.5 million
as of
June 30, 2017
and
March 31, 2017
, respectively which reduce the
10.5%
Senior Notes balance.
|
(3)
|
The amount shown is net of discount of
$0.5 million
as of both
June 30, 2017
and
March 31, 2017
.
|
|
Quarters Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Contractual interest expense
|
$
|
10,425
|
|
|
$
|
9,710
|
|
Capitalized interest
|
(8
|
)
|
|
(52
|
)
|
||
Amortization of debt issuance costs
|
167
|
|
|
348
|
|
||
Amortization of debt (premium) discount
|
266
|
|
|
(199
|
)
|
||
Imputed interest on acquisition-related obligations
|
27
|
|
|
41
|
|
||
Interest expense on capital lease
|
83
|
|
|
75
|
|
||
Total interest expense
|
$
|
10,960
|
|
|
$
|
9,923
|
|
|
|
June 30, 2017
|
|
March 31, 2017
|
||||||||||||
|
|
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Indefinite Lived Intangible Assets:
|
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
|
$
|
15,068
|
|
|
$
|
—
|
|
|
$
|
7,207
|
|
|
$
|
—
|
|
Amortizing Intangibles:
|
|
|
|
|
|
|
|
|
||||||||
Purchased technology, customer relationships and patents (2 - 21 years)
|
|
68,681
|
|
|
19,966
|
|
|
39,527
|
|
|
16,953
|
|
||||
|
|
$
|
83,749
|
|
|
$
|
19,966
|
|
|
$
|
46,734
|
|
|
$
|
16,953
|
|
|
|
Corporate
|
|
Solid Capacitors
|
|
Film and Electrolytic
|
||||||
Gross balance as of March 31, 2017
|
|
|
|
|
|
|
||||||
Goodwill
|
|
$
|
4,710
|
|
|
$
|
35,584
|
|
|
$
|
1,092
|
|
Accumulated impairment losses
|
|
—
|
|
|
—
|
|
|
(1,092
|
)
|
|||
Net balance as of March 31, 2017
|
|
$
|
4,710
|
|
|
$
|
35,584
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Goodwill acquired during the year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Impairment charges
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Gross balance as of June 30, 2017
|
|
|
|
|
|
|
||||||
Goodwill
|
|
$
|
4,710
|
|
|
$
|
35,584
|
|
|
$
|
1,092
|
|
Accumulated impairment losses
|
|
—
|
|
|
—
|
|
|
(1,092
|
)
|
|||
Net balance as of June 30, 2017
|
|
$
|
4,710
|
|
|
$
|
35,584
|
|
|
$
|
—
|
|
|
Quarters Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Personnel reduction costs
|
$
|
238
|
|
|
$
|
647
|
|
Relocation and exit costs
|
1,375
|
|
|
41
|
|
||
Restructuring charges
|
$
|
1,613
|
|
|
$
|
688
|
|
|
Quarter Ended June 30, 2017
|
|
Quarter Ended June 30, 2016
|
||||||||||||
|
Personnel
Reductions |
|
Manufacturing
Relocations |
|
Personnel
Reductions |
|
Manufacturing
Relocations |
||||||||
Beginning of period
|
$
|
999
|
|
|
$
|
406
|
|
|
$
|
976
|
|
|
$
|
—
|
|
TOKIN opening balance
|
$
|
—
|
|
|
314
|
|
|
—
|
|
|
—
|
|
|||
Costs charged to expense
|
238
|
|
|
1,375
|
|
|
647
|
|
|
41
|
|
||||
Costs paid or settled
|
(457
|
)
|
|
(1,781
|
)
|
|
(523
|
)
|
|
(41
|
)
|
||||
Change in foreign exchange
|
18
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
||||
End of period
|
$
|
798
|
|
|
$
|
314
|
|
|
$
|
1,079
|
|
|
$
|
—
|
|
|
|
Foreign Currency
Translation (1)
|
|
Post-Retirement
Benefit Plan Adjustments |
|
Defined Benefit
Pension Plans,
Net of Tax (2)
|
|
Ownership Share of
Equity Method
Investees’ Other
Comprehensive
Income (Loss)
|
|
Foreign Exchange Contracts
|
|
Net Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||||
Balance at March 31, 2017
|
$
|
(25,556
|
)
|
|
$
|
1,134
|
|
|
$
|
(14,998
|
)
|
|
$
|
(5,299
|
)
|
|
$
|
2,907
|
|
|
$
|
(41,812
|
)
|
Other comprehensive income (loss) before reclassifications
|
4,138
|
|
|
—
|
|
|
—
|
|
|
5,573
|
|
|
(107
|
)
|
|
9,604
|
|
||||||
Amounts reclassified out of AOCI
|
—
|
|
|
(47
|
)
|
|
144
|
|
|
—
|
|
|
1,059
|
|
|
1,156
|
|
||||||
Other comprehensive income (loss)
|
4,138
|
|
|
(47
|
)
|
|
144
|
|
|
5,573
|
|
|
952
|
|
|
10,760
|
|
||||||
Balance at June 30, 2017
|
$
|
(21,418
|
)
|
|
$
|
1,087
|
|
|
$
|
(14,854
|
)
|
|
$
|
274
|
|
|
$
|
3,859
|
|
|
$
|
(31,052
|
)
|
|
Foreign Currency
Translation (1)
|
|
Post-Retirement
Benefit Plan Adjustments |
|
Defined Benefit
Pension Plans,
Net of Tax (2)
|
|
Ownership Share of
Equity Method
Investees’ Other
Comprehensive
Income (Loss)
|
|
Foreign Exchange Contracts
|
|
Net Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||||
Balance at March 31, 2016
|
$
|
(10,272
|
)
|
|
$
|
1,114
|
|
|
$
|
(15,161
|
)
|
|
$
|
(6,739
|
)
|
|
$
|
(367
|
)
|
|
$
|
(31,425
|
)
|
Other comprehensive income (loss) before reclassifications
|
(6,386
|
)
|
|
—
|
|
|
—
|
|
|
(5,384
|
)
|
|
(2,618
|
)
|
|
(14,388
|
)
|
||||||
Amounts reclassified out of AOCI
|
—
|
|
|
(42
|
)
|
|
163
|
|
|
—
|
|
|
1,753
|
|
|
1,874
|
|
||||||
Other comprehensive income (loss)
|
(6,386
|
)
|
|
(42
|
)
|
|
163
|
|
|
(5,384
|
)
|
|
(865
|
)
|
|
(12,514
|
)
|
||||||
Balance at June 30, 2016
|
$
|
(16,658
|
)
|
|
$
|
1,072
|
|
|
$
|
(14,998
|
)
|
|
$
|
(12,123
|
)
|
|
$
|
(1,232
|
)
|
|
$
|
(43,939
|
)
|
|
|
(1)
|
Due primarily to the Company’s valuation allowance on deferred tax assets, there were
no
significant deferred tax effects associated with the cumulative currency translation gains and losses during the
quarter ended
June 30, 2017
and
2016
.
|
(2)
|
Ending balance is net of tax of
$2.7 million
and
$2.0 million
as of
June 30, 2017
and
June 30, 2016
, respectively.
|
|
19 Day Period Ended April 19,
|
|
Quarters Ended June 30,
|
||||
|
2017
|
|
2016
|
||||
Sales
|
$
|
23,649
|
|
|
$
|
120,510
|
|
Gross profit
|
6,647
|
|
|
26,546
|
|
||
Net income (loss) (1)
|
247,786
|
|
|
2,350
|
|
(1)
|
The significant change between the periods was due to the gain from the Sale of EMD that occurred on April 14, 2017; see the discussion in Note 2, “Acquisitions” for more information.
|
|
19 Day Period Ended April 19,
|
|
Quarters Ended June 30,
|
||||
|
2017
|
|
2016
|
||||
TOKIN net income (loss)
|
$
|
247,786
|
|
|
$
|
2,350
|
|
KEC’s economic interest %
|
34
|
%
|
|
34
|
%
|
||
Equity income (loss) from TOKIN before adjustments
|
84,247
|
|
|
799
|
|
||
|
|
|
|
|
|
||
Adjustments:
|
|
|
|
|
|
||
Amortization and depreciation
|
(113
|
)
|
|
(544
|
)
|
||
Removal of EMD memo accounts
|
(8,981
|
)
|
|
—
|
|
||
Inventory profit elimination
|
24
|
|
|
(32
|
)
|
||
Equity income (loss) from TOKIN
|
$
|
75,177
|
|
|
$
|
223
|
|
Acquired equity method investment income (loss)
|
$
|
240
|
|
|
$
|
—
|
|
Equity income (loss) from equity method investments
|
$
|
75,417
|
|
|
$
|
223
|
|
|
19 Day Period Ended April 19,
|
|
Quarters Ended June 30,
|
||||
|
2017
|
|
2016
|
||||
KEC’s sales to TOKIN
|
$
|
727
|
|
|
$
|
3,147
|
|
TOKIN’s sales to KEMET
|
356
|
|
|
1,872
|
|
|
Quarters Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Net sales:
|
|
|
|
|
|
||
Solid Capacitors
|
$
|
182,119
|
|
|
$
|
141,944
|
|
Film and Electrolytic
|
48,010
|
|
|
42,991
|
|
||
MSA
|
43,871
|
|
|
—
|
|
||
|
$
|
274,000
|
|
|
$
|
184,935
|
|
Operating income (loss) (1):
|
|
|
|
|
|
||
Solid Capacitors
|
$
|
54,892
|
|
|
$
|
35,267
|
|
Film and Electrolytic
|
2,440
|
|
|
(1,413
|
)
|
||
MSA
|
8,055
|
|
|
—
|
|
||
Corporate
|
(37,603
|
)
|
|
(24,556
|
)
|
||
|
$
|
27,784
|
|
|
$
|
9,298
|
|
Depreciation and amortization expense:
|
|
|
|
|
|
||
Solid Capacitors
|
$
|
7,051
|
|
|
$
|
5,418
|
|
Film and Electrolytic
|
2,556
|
|
|
2,715
|
|
||
MSA
|
714
|
|
|
—
|
|
||
Corporate
|
1,922
|
|
|
1,303
|
|
||
|
$
|
12,243
|
|
|
$
|
9,436
|
|
(1)
|
Restructuring charges included in Operating income (loss) are as follows (amounts in thousands):
|
|
Quarters Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Restructuring charges:
|
|
|
|
|
|
||
Solid Capacitors
|
$
|
304
|
|
|
$
|
136
|
|
Film and Electrolytic
|
161
|
|
|
549
|
|
||
MSA
|
—
|
|
|
—
|
|
||
Corporate
|
1,148
|
|
|
3
|
|
||
|
$
|
1,613
|
|
|
$
|
688
|
|
|
Quarters Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Sales by region:
|
|
|
|
|
|
||
North and South America (“Americas”)
|
$
|
64,663
|
|
|
$
|
55,101
|
|
Europe, Middle East, Africa (“EMEA”)
|
66,548
|
|
|
60,486
|
|
||
Japan and Korea (“JPKO”)
|
35,500
|
|
|
—
|
|
||
Asia and Pacific Rim (“APAC”)
|
107,289
|
|
|
69,348
|
|
||
|
$
|
274,000
|
|
|
$
|
184,935
|
|
|
Pension
|
|
Post-retirement Benefit Plan
|
||||||||||||
|
Quarters Ended June 30,
|
|
Quarters Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net service cost (1)
|
$
|
1,321
|
|
|
$
|
347
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
426
|
|
|
358
|
|
|
3
|
|
|
4
|
|
||||
Expected return on net assets
|
(505
|
)
|
|
(94
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Actuarial (gain) loss
|
90
|
|
|
115
|
|
|
(47
|
)
|
|
(42
|
)
|
||||
Prior service cost
|
20
|
|
|
21
|
|
|
—
|
|
|
—
|
|
||||
Total net periodic benefit (income) costs
|
$
|
1,352
|
|
|
$
|
747
|
|
|
$
|
(44
|
)
|
|
$
|
(38
|
)
|
|
(1)
|
The table reflects changes required by ASU No. 2017-07, as described in Note
1
, “Basis of Financial Statement Presentation.”
|
•
|
stock options, including incentive stock options, entitling the optionee to favorable tax treatment under Section 422 of the Code;
|
•
|
stock appreciation rights;
|
•
|
restricted stock and restricted stock units (“RSUs”);
|
•
|
other share-based awards; and,
|
•
|
performance awards.
|
|
|
2017/2018
|
|
2016/2017
|
|
2015/2016
|
|||
Time-based award vested
|
|
198
|
|
|
176
|
|
|
113
|
|
Performance-based award vested
|
|
—
|
|
|
173
|
|
|
102
|
|
|
Shares
|
|
Weighted-
average Fair Value on Grant Date |
|||
Non-vested restricted stock at March 31, 2017
|
1,382
|
|
|
$
|
4.00
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(50
|
)
|
|
9.09
|
|
|
Forfeited
|
(21
|
)
|
|
4.11
|
|
|
Non-vested restricted stock at June 30, 2017
|
1,311
|
|
|
$
|
3.81
|
|
|
Quarter Ended June 30, 2017
|
|
Quarter Ended June 30, 2016
|
||||||||||||||||||||
|
Stock
Options
|
|
Restricted
Stock
|
|
LTIPs
|
|
Stock
Options
|
|
Restricted
Stock
|
|
LTIPs
|
||||||||||||
Cost of sales
|
$
|
—
|
|
|
$
|
164
|
|
|
$
|
146
|
|
|
$
|
9
|
|
|
$
|
192
|
|
|
$
|
183
|
|
Selling, general and administrative expenses
|
—
|
|
|
357
|
|
|
388
|
|
|
10
|
|
|
347
|
|
|
428
|
|
||||||
Research and development
|
—
|
|
|
9
|
|
|
37
|
|
|
—
|
|
|
5
|
|
|
54
|
|
||||||
Total
|
$
|
—
|
|
|
$
|
530
|
|
|
$
|
571
|
|
|
$
|
19
|
|
|
$
|
544
|
|
|
$
|
665
|
|
|
|
Quarters Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Numerator:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
220,606
|
|
|
$
|
(12,205
|
)
|
Denominator:
|
|
|
|
|
|
||
Weighted-average shares outstanding:
|
|
|
|
|
|
||
Basic
|
47,381
|
|
|
46,349
|
|
||
Assumed conversion of employee stock grants
|
2,631
|
|
|
—
|
|
||
Assumed conversion of warrants
|
7,719
|
|
|
—
|
|
||
Diluted
|
57,731
|
|
|
46,349
|
|
||
|
|
|
|
||||
Net income (loss) per basic share
|
$
|
4.66
|
|
|
$
|
(0.26
|
)
|
|
|
|
|
||||
Net income (loss) per diluted share
|
$
|
3.82
|
|
|
$
|
(0.26
|
)
|
|
Quarters Ended June 30,
|
||||
|
2017
|
|
2016
|
||
Assumed conversion of employee stock grants
|
133
|
|
|
2,330
|
|
Assumed conversion of warrants
|
—
|
|
|
4,853
|
|
|
|
Fair Value of Derivative Instruments (1)
|
||||||||||||||||||||||
|
|
June 30, 2017
|
|
March 31, 2017
|
||||||||||||||||||||
Balance Sheet Presentation
|
|
As Presented (1)
|
|
Offset
|
|
Gross
|
|
As Presented (1)
|
|
Offset
|
|
Gross
|
||||||||||||
Prepaid and other current assets
|
|
$
|
3,859
|
|
|
$
|
—
|
|
|
$
|
3,859
|
|
|
$
|
2,907
|
|
|
$
|
40
|
|
|
$
|
2,947
|
|
Accrued expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
(40
|
)
|
||||||
|
|
$
|
3,859
|
|
|
$
|
—
|
|
|
$
|
3,859
|
|
|
$
|
2,907
|
|
|
$
|
—
|
|
|
$
|
2,907
|
|
(1)
|
Fair Value measured using Level 2 inputs by adjusting the market spot rate by forward points, based on the date of the contract. The spot rates and forward points used are based on an average rate from an actively traded market.
|
|
Quarters Ended June 30,
|
||||||||||||
|
2017
|
|
% to
Total
Sales
|
|
2016
|
|
% to
Total
Sales
|
||||||
Net sales
|
$
|
274,000
|
|
|
|
|
|
$
|
184,935
|
|
|
|
|
Gross margin (1)
|
76,676
|
|
|
28.0
|
%
|
|
42,752
|
|
|
23.1
|
%
|
||
Selling, general and administrative expenses (1)
|
37,870
|
|
|
13.8
|
%
|
|
25,756
|
|
|
13.9
|
%
|
||
Research and development (1)
|
9,390
|
|
|
3.4
|
%
|
|
6,919
|
|
|
3.7
|
%
|
||
Restructuring charges
|
1,613
|
|
|
0.6
|
%
|
|
688
|
|
|
0.4
|
%
|
||
Net (gain) loss on sales and disposals of assets
|
19
|
|
|
n.m.
|
|
|
91
|
|
|
n.m.
|
|
||
Operating income (loss)
|
27,784
|
|
|
10.1
|
%
|
|
9,298
|
|
|
5.0
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Interest income
|
(66
|
)
|
|
n.m.
|
|
|
(3
|
)
|
|
n.m.
|
|
||
Interest expense
|
10,960
|
|
|
4.0
|
%
|
|
9,923
|
|
|
5.4
|
%
|
||
Change in value of TOKIN option
|
—
|
|
|
n.m.
|
|
|
12,000
|
|
|
6.5
|
%
|
||
Acquisition gains
|
(135,588
|
)
|
|
(49.5
|
)%
|
|
—
|
|
|
n.m.
|
|
||
Other (income) expense, net (1)
|
6,139
|
|
|
2.2
|
%
|
|
(1,994
|
)
|
|
(1.1
|
)%
|
||
Income (loss) from continuing operations before income taxes and equity income (loss) from TOKIN
|
146,339
|
|
|
53.4
|
%
|
|
(10,628
|
)
|
|
(5.7
|
)%
|
||
Income tax expense (benefit)
|
1,150
|
|
|
0.4
|
%
|
|
1,800
|
|
|
1.0
|
%
|
||
Income (loss) from continuing operations before equity income (loss) from TOKIN
|
145,189
|
|
|
53.0
|
%
|
|
(12,428
|
)
|
|
(6.7
|
)%
|
||
Equity income (loss) from TOKIN
|
75,417
|
|
|
27.5
|
%
|
|
223
|
|
|
0.1
|
%
|
||
Net income (loss)
|
$
|
220,606
|
|
|
80.5
|
%
|
|
$
|
(12,205
|
)
|
|
(6.6
|
)%
|
(1)
|
Quarter ended June 30, 2016 adjusted due to the adoption of ASU No.
2017-07,
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
|
|
Quarters Ended June 30,
|
||||
|
2017
|
|
2016
|
||
North America and South America (“Americas”)
|
24
|
%
|
|
30
|
%
|
EMEA
|
24
|
%
|
|
33
|
%
|
Japan and Korea ("JPKO")
|
13
|
%
|
|
—
|
%
|
APAC
|
39
|
%
|
|
37
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Quarters Ended June 30,
|
||||
|
2017
|
|
2016
|
||
Distributors
|
42
|
%
|
|
46
|
%
|
Electronics Manufacturing Services Providers ("EMS")
|
15
|
%
|
|
21
|
%
|
OEM
|
43
|
%
|
|
33
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Quarters Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Net sales:
|
|
|
|
|
|
||
Solid Capacitors
|
$
|
182,119
|
|
|
$
|
141,944
|
|
Film and Electrolytic
|
48,010
|
|
|
42,991
|
|
||
MSA
|
43,871
|
|
|
—
|
|
||
Total
|
$
|
274,000
|
|
|
$
|
184,935
|
|
Operating income (loss):
|
|
|
|
|
|
||
Solid Capacitors (1)
|
$
|
54,892
|
|
|
$
|
35,267
|
|
Film and Electrolytic (1)
|
2,440
|
|
|
(1,413
|
)
|
||
MSA
|
8,055
|
|
|
—
|
|
||
Corporate (1)
|
(37,603
|
)
|
|
(24,556
|
)
|
||
Total (1)
|
$
|
27,784
|
|
|
$
|
9,298
|
|
(1)
|
Quarter ended June 30, 2016 adjusted due to the adoption of ASU No.
2017-07,
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
|
|
Quarters Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
Amount
|
|
% to Net
Sales
|
|
Amount
|
|
% to Net
Sales
|
||||
Tantalum product line net sales
|
$
|
116,450
|
|
|
|
|
$
|
83,869
|
|
|
|
Ceramic product line net sales
|
65,669
|
|
|
|
|
58,075
|
|
|
|
||
Solid Capacitors net sales
|
$
|
182,119
|
|
|
|
|
$
|
141,944
|
|
|
|
Solid Capacitors operating income (loss)
|
$
|
54,892
|
|
|
30.1%
|
|
$
|
35,267
|
|
|
24.8%
|
|
Quarters Ended June 30,
|
|
Change in Net Sales
|
||||||||
|
2017
|
|
2016
|
|
|||||||
Distributors
|
$
|
86,851
|
|
|
$
|
67,073
|
|
|
$
|
19,778
|
|
EMS
|
36,208
|
|
|
34,859
|
|
|
1,349
|
|
|||
OEM
|
59,060
|
|
|
40,012
|
|
|
19,048
|
|
|||
Solid Capacitors net sales
|
$
|
182,119
|
|
|
$
|
141,944
|
|
|
$
|
40,175
|
|
|
Quarters Ended June 30,
|
||||
|
2017
|
||||
|
Amount
|
|
% to Net
Sales
|
||
Net sales
|
43,871
|
|
|
|
|
Operating income (loss)
|
8,055
|
|
|
18.4
|
%
|
|
Quarters Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Net cash provided by (used in) operating activities
|
$
|
10,257
|
|
|
$
|
(3,036
|
)
|
Net cash provided by (used in) investing activities
|
159,831
|
|
|
(6,167
|
)
|
||
Net cash provided by (used in) financing activities
|
(55,159
|
)
|
|
(2,465
|
)
|
||
Effect of foreign currency fluctuations on cash
|
941
|
|
|
(398
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
115,870
|
|
|
$
|
(12,066
|
)
|
|
|
|
|
Payment Due by Period
|
||||||||||||||||
Contractual obligations
|
|
Total
|
|
Year 1
|
|
Years 2 - 3
|
|
Years 4 - 5
|
|
More than
5 years |
||||||||||
Purchase commitments
|
|
$
|
28,177
|
|
|
$
|
27,824
|
|
|
$
|
353
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt obligations
|
|
350,660
|
|
|
20,376
|
|
|
34,896
|
|
|
35,292
|
|
|
260,096
|
|
|||||
Interest obligations
|
|
146,068
|
|
|
24,519
|
|
|
45,465
|
|
|
40,516
|
|
|
35,568
|
|
|||||
Pension and other post-retirement benefits
|
|
36,725
|
|
|
3,258
|
|
|
6,754
|
|
|
6,793
|
|
|
19,920
|
|
|||||
Capital Lease Obligations
|
|
1,301
|
|
|
743
|
|
|
495
|
|
|
57
|
|
|
6
|
|
|||||
Operating Lease Obligations
|
|
17,358
|
|
|
8,123
|
|
|
7,313
|
|
|
1,337
|
|
|
585
|
|
|||||
Anti-trust fines and settlements
|
|
73,530
|
|
|
29,483
|
|
|
31,095
|
|
|
10,288
|
|
|
2,664
|
|
|
Quarters Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Net sales
|
$
|
274,000
|
|
|
$
|
184,935
|
|
Cost of sales
|
197,324
|
|
|
142,183
|
|
||
Gross margin (U.S. GAAP)
|
$
|
76,676
|
|
|
$
|
42,752
|
|
Gross margin as a % of net sales
|
28.0
|
%
|
|
23.1
|
%
|
||
Adjustments:
|
|
|
|
||||
Plant start-up costs
|
—
|
|
|
308
|
|
||
Stock-based compensation expense
|
310
|
|
|
384
|
|
||
Inventory write down
|
—
|
|
|
—
|
|
||
Adjusted gross margin (non-GAAP)
|
$
|
76,986
|
|
|
$
|
43,444
|
|
Adjusted gross margin as a % of net sales
|
28.1
|
%
|
|
23.5
|
%
|
|
Quarters Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating income (loss) (U.S. GAAP)
|
$
|
27,784
|
|
|
$
|
9,298
|
|
Adjustments:
|
|
|
|
|
|
||
Restructuring charges
|
1,613
|
|
|
688
|
|
||
ERP integration/IT transition costs
|
—
|
|
|
1,768
|
|
||
Stock-based compensation expense
|
1,101
|
|
|
1,228
|
|
||
Legal expenses related to antitrust class actions
|
1,141
|
|
|
1,175
|
|
||
TOKIN investment-related expenses
|
—
|
|
|
206
|
|
||
Plant start-up costs
|
—
|
|
|
308
|
|
||
Net (gain) loss on sales and disposals of assets
|
19
|
|
|
91
|
|
||
Adjusted operating income (loss) (non-U.S. GAAP)
|
$
|
31,658
|
|
|
$
|
14,762
|
|
|
Quarters Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Net income (loss) (U.S. GAAP)
|
$
|
220,606
|
|
|
$
|
(12,205
|
)
|
Adjustments:
|
|
|
|
|
|
||
Acquisition gains
|
(135,588
|
)
|
|
—
|
|
||
Restructuring charges
|
1,613
|
|
|
688
|
|
||
ERP integration/IT transition costs
|
—
|
|
|
1,768
|
|
||
Stock-based compensation expense
|
1,101
|
|
|
1,228
|
|
||
Change in value of TOKIN option
|
—
|
|
|
12,000
|
|
||
Legal expenses related to antitrust class actions
|
1,141
|
|
|
1,175
|
|
||
Gain (loss) on early extinguishment of debt
|
486
|
|
|
—
|
|
||
Net foreign exchange (gain) loss
|
5,043
|
|
|
(1,920
|
)
|
||
TOKIN investment-related expenses
|
—
|
|
|
206
|
|
||
Amortization included in interest expense
|
460
|
|
|
190
|
|
||
Equity (income) loss from TOKIN
|
(75,417
|
)
|
|
(223
|
)
|
||
Plant start-up costs
|
—
|
|
|
308
|
|
||
Net (gain) loss on sales and disposals of assets
|
19
|
|
|
91
|
|
||
Income tax effect of non-U.S. GAAP adjustments (1)
|
(222
|
)
|
|
—
|
|
||
Adjusted net income (loss) (non-U.S. GAAP)
|
$
|
19,242
|
|
|
$
|
3,306
|
|
(1)
|
The income tax effect of the excluded items is calculated by applying the applicable jurisdictional income tax rate, considering the deferred tax valuation for each applicable jurisdiction.
|
|
Quarters Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Net income (loss) (U.S. GAAP)
|
$
|
220,606
|
|
|
$
|
(12,205
|
)
|
Adjustments:
|
|
|
|
|
|
||
Interest expense, net
|
10,894
|
|
|
9,920
|
|
||
Income tax expense (benefit)
|
1,150
|
|
|
1,800
|
|
||
Depreciation and amortization
|
12,243
|
|
|
9,436
|
|
||
Acquisition gains
|
(135,588
|
)
|
|
—
|
|
||
Restructuring charges
|
1,613
|
|
|
688
|
|
||
ERP integration/IT transition costs
|
—
|
|
|
1,768
|
|
||
Change in value of TOKIN option
|
—
|
|
|
12,000
|
|
||
Stock-based compensation expense
|
1,101
|
|
|
1,228
|
|
||
Legal expenses related to antitrust class actions
|
1,141
|
|
|
1,175
|
|
||
Net foreign exchange (gain) loss
|
5,043
|
|
|
(1,920
|
)
|
||
TOKIN investment-related expenses
|
—
|
|
|
206
|
|
||
Equity (income) loss from TOKIN
|
(75,417
|
)
|
|
(223
|
)
|
||
Gain (loss) on early extinguishment of debt
|
486
|
|
|
—
|
|
||
Plant start-up costs
|
—
|
|
|
308
|
|
||
Net (gain) loss on sales and disposals of assets
|
19
|
|
|
91
|
|
||
Adjusted EBITDA (non-U.S. GAAP)
|
$
|
43,291
|
|
|
$
|
24,272
|
|
•
|
it does not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;
|
•
|
it does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
it does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt;
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and our Adjusted EBITDA measure does not reflect any cash requirements for such replacements;
|
•
|
it is not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;
|
•
|
it does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations;
|
•
|
it does not reflect limitations on or costs related to transferring earnings from our subsidiaries to us; and
|
•
|
other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.
|
•
|
ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of the new guidance such that the new provisions will now be required for fiscal years, and interim periods within those years, beginning after December 15, 2017 (ASU 2015-14 is effective for the Company’s fiscal year that begins on April 1, 2018 and interim periods within that fiscal year).
|
•
|
ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, which clarifies the implementation guidance on principal versus agent considerations (reporting revenue gross versus net).
|
•
|
ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies the implementation guidance on identifying performance obligations and classifying licensing arrangements.
|
•
|
ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which clarifies the implementation guidance in a number of other areas.
|
•
|
ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.
|
Periods
|
(a) Total Number of Shares Purchased (1)
|
(b) Average Price Paid per Share
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Programs
|
(d) Maximum Number of Shares That May Yet be Purchased Under the Programs
|
|||||
April 1 to April 30, 2017
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
May 1 to May 31, 2017
|
252
|
|
13.42
|
|
—
|
|
—
|
|
|
June 1 to June 30, 2017
|
23
|
|
12.99
|
|
—
|
|
—
|
|
|
Total for Quarter Ended June 30, 2017
|
275
|
|
$
|
13.38
|
|
|
|
(1)
|
Represents shares withheld by the Company upon vesting of restricted stock to pay taxes due. The Company does not currently have a publicly announced share repurchase plan or program.
|
Amendment, dated April 7, 2017, to the Master Sale and Purchase Agreement between NEC TOKIN Corporation, NTJ Holdings 1 Ltd. and Japan Industrial Partners, Inc. (incorporated by reference to Exhibit 2.2 to the Company
’
s Current Report on Form 8-K (File No. 1-15491) filed on April 20, 2017)
|
|
Amendment, dated April 14, 2017, to the Master Sale and Purchase Agreement between NEC TOKIN Corporation, NTJ Holdings 1 Ltd. and Japan Industrial Partners, Inc. (incorporated by reference to Exhibit 2.3 to the Company
’
s Current Report on Form 8-K (File No. 1-15491) filed on April 20, 2017)
|
|
Second Restated Certificate of Incorporation of the Company, as amended to date (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-15491) for the quarter ended June 30, 2011)
|
|
Amended and Restated By-laws of KEMET Corporation, effective June 5, 2008 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on June 5, 2008)
|
|
Term Loan Credit Agreement, dated as of April 28, 2017, by and among KEMET Corporation, KEMET Electronics Corporation, the subsidiary guarantors party thereto, the lenders party thereto, Bank of America, N.A. as the Administrative Agent and Collateral Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and bookrunner (incorporated by reference to Exhibit 10.1 to the Company
’
s Current Report on form 8-K (File No. 1-15491) filed on May 1, 2017)
|
|
Term Loan Credit Agreement, dated as of April 28, 2017, by and among KEMET Corporation, KEMET Electronics Corporation, the other guarantors party thereto, and Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.1 to the Company
’
s Current Report on form 8-K (File No. 1-15491) filed on May 1, 2017)
|
|
Amendment No. 9 to Loan and Security Agreement, Waiver and Consent, dated as of April 28, 2017, by and among KEMET Corporation, the other borrowers named therein, the financial institutions party thereto as lenders and Bank of America, N.A., a national banking association, as agent for the lenders (incorporated by reference to Exhibit 10.3 to the Company
’
s Current Report on Form 8-K (File No. 1-15491) filed on May 1, 2017)
|
|
Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer
|
|
Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Officer
|
|
Section 1350 Certification - Principal Executive Officer
|
|
Section 1350 Certification - Principal Financial Officer
|
|
Exhibit 101
|
The following financial information from KEMET Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the quarters and three-month periods ended June 30, 2017 and 2016, (ii) Condensed Consolidated Balance Sheets at June 30, 2017 and March 31, 2017, (iii) Condensed Consolidated Statements of Cash Flows for the three-month periods ended June 30, 2017, and 2016, and (iv) the Notes to Condensed Consolidated Financial Statements.
|
Date:
|
August 8, 2017
|
|
|
|
KEMET Corporation
|
|
|
|
|
By:
|
/s/ WILLIAM M. LOWE, JR.
|
|
|
William M. Lowe, Jr.
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
(Duly Authorized Officer)
|
Exhibit 2.1
|
Amendment, dated April 7, 2017, to the Master Sale and Purchase Agreement between NEC TOKIN Corporation, NTJ Holdings 1 Ltd. and Japan Industrial Partners, Inc. (incorporated by reference to Exhibit 2.2 to the Company
’
s Current Report on Form 8-K (File No. 1-15491) filed on April 20, 2017)
|
Exhibit 2.2
|
Amendment, dated April 14, 2017, to the Master Sale and Purchase Agreement between NEC TOKIN Corporation, NTJ Holdings 1 Ltd. and Japan Industrial Partners, Inc. (incorporated by reference to Exhibit 2.3 to the Company
’
s Current Report on Form 8-K (File No. 1-15491) filed on April 20, 2017)
|
Exhibit 3.1
|
Second Restated Certificate of Incorporation of the Company, as amended to date (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-15491) for the quarter ended June 30, 2011)
|
Exhibit 3.2
|
Amended and Restated By-laws of KEMET Corporation, effective June 5, 2008 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on June 5, 2008)
|
Exhibit 10.1
|
Term Loan Credit Agreement, dated as of April 28, 2017, by and among KEMET Corporation, KEMET Electronics Corporation, the subsidiary guarantors party thereto, the lenders party thereto, Bank of America, N.A. as the Administrative Agent and Collateral Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and bookrunner (incorporated by reference to Exhibit 10.1 to the Company
’
s Current Report on form 8-K (File No. 1-15491) filed on May 1, 2017)
|
Exhibit 10.2
|
Term Loan Credit Agreement, dated as of April 28, 2017, by and among KEMET Corporation, KEMET Electronics Corporation, the other guarantors party thereto, and Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.1 to the Company
’
s Current Report on form 8-K (File No. 1-15491) filed on May 1, 2017)
|
Exhibit 10.3
|
Amendment No. 9 to Loan and Security Agreement, Waiver and Consent, dated as of April 28, 2017, by and among KEMET Corporation, the other borrowers named therein, the financial institutions party thereto as lenders and Bank of America, N.A., a national banking association, as agent for the lenders (incorporated by reference to Exhibit 10.3 to the Company
’
s Current Report on Form 8-K (File No. 1-15491) filed on May 1, 2017)
|
Exhibit 31.1
|
Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer
|
Exhibit 101
|
The following financial information from KEMET Corporation’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2017
, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the quarters and
three-month periods ended June 30, 2017
and
2016
, (ii) Condensed Consolidated Balance Sheets at
June 30, 2017
and
March 31, 2017
, (iii) Condensed Consolidated Statements of Cash Flows for the
three-month periods ended June 30, 2017
, and
2016
, and (iv) the Notes to Condensed Consolidated Financial Statements.
|
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