Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 10-Q
(Mark One)
ý      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2016 
or
o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the transition period from           to      
  
Commission File Number: 001-15491
 
KEMET CORPORATION
(Exact name of registrant as specified in its charter)
 
DELAWARE
 
57-0923789
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

2835 KEMET WAY, SIMPSONVILLE, SOUTH CAROLINA 29681
(Address of principal executive offices, zip code)
 
(864) 963-6300
(Registrant’s telephone number, including area code)
 
Former name, former address and former fiscal year, if changed since last report: N/A
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES ý  NO o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES ý NO o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer o
 
Accelerated filer x
 
 
 
Non-accelerated filer o
 
Smaller reporting company o
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o YES  ý NO
 
The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of January 30, 2017 was 46,506,510.
 


Table of Contents

KEMET CORPORATION AND SUBSIDIARIES
Form 10-Q for the Quarter ended December 31, 2016
 
INDEX
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 10.1
 
Exhibit 10.2
 
Exhibit 31.1
 
Exhibit 31.2
 
Exhibit 32.1
 
Exhibit 32.2
 
Exhibit 101
 



Table of Contents

PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements

KEMET CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Amounts in thousands, except per share data)
(Unaudited)
 
 
December 31, 2016
 
March 31, 2016 (1)
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
87,356

 
$
65,004

Accounts receivable, net
82,519

 
93,168

Inventories, net
154,519

 
168,879

Prepaid expenses and other
24,035

 
25,496

Total current assets
348,429

 
352,547

Property, plant and equipment, net of accumulated depreciation of $817,605 and $815,338 as of December 31, 2016 and March 31, 2016, respectively
211,927

 
241,839

Goodwill
40,294

 
40,294

Intangible assets, net
30,204

 
33,301

Investment in NEC TOKIN
21,202

 
20,334

Deferred income taxes
7,768

 
8,397

Other assets
2,712

 
3,068

Total assets
$
662,536

 
$
699,780

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Current portion of long-term debt
$

 
$
2,000

Accounts payable
62,347

 
70,981

Accrued expenses
46,418

 
50,320

Income taxes payable
1,068

 
453

Total current liabilities
109,833

 
123,754

Long-term debt, less current portion
386,226

 
385,833

Other non-current obligations
72,704

 
74,892

Deferred income taxes
3,326

 
2,820

Stockholders’ equity:
 

 
 

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

 

Common stock, par value $0.01, authorized 175,000 shares, issued 46,508 shares at December 31, 2016 and March 31, 2016
465

 
465

Additional paid-in capital
445,950

 
452,821

Retained deficit
(304,565
)
 
(299,510
)
Accumulated other comprehensive income
(51,024
)
 
(31,425
)
Treasury stock, at cost (67 and 611 shares at December 31, 2016 and March 31, 2016, respectively)
(379
)
 
(9,870
)
Total stockholders’ equity
90,447

 
112,481

Total liabilities and stockholders’ equity
$
662,536

 
$
699,780

(1) Derived from audited financial statements.

 See accompanying notes to the unaudited condensed consolidated financial statements.

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KEMET CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Amounts in thousands, except per share data)
(Unaudited)
 
Quarters Ended December 31,
 
Nine-Month Periods Ended December 31,
 
2016
 
2015
 
2016
 
2015
Net sales
$
188,029

 
$
177,184

 
$
560,272

 
$
550,897

Operating costs and expenses:
 

 
 

 
 

 
 

Cost of sales
140,692

 
138,436

 
423,999

 
429,630

Selling, general and administrative expenses
26,665

 
22,278

 
78,551

 
75,656

Research and development
7,059

 
6,134

 
21,107

 
18,560

Restructuring charges
(369
)
 
1,714

 
4,317

 
3,561

Write down of long-lived assets

 

 
6,193

 

Net (gain) loss on sales and disposals of assets
132

 
129

 
307

 
(233
)
Total operating costs and expenses
174,179

 
168,691

 
534,474

 
527,174

Operating income (loss)
13,850

 
8,493

 
25,798

 
23,723

Non-operating (income) expense:
 

 
 

 
 

 
 

Interest income
(5
)
 
(4
)
 
(14
)
 
(10
)
Interest expense
9,918

 
9,852

 
29,751

 
29,676

Change in value of NEC TOKIN option
(6,900
)
 
(700
)
 
3,500

 
26,300

Other (income) expense, net
(3,384
)
 
(1,320
)
 
(6,683
)
 
(2,495
)
Income (loss) before income taxes and equity income (loss) from NEC TOKIN
14,221

 
665

 
(756
)
 
(29,748
)
Income tax expense (benefit)
1,810

 
2,760

 
4,440

 
3,950

Income (loss) before equity income (loss) from NEC TOKIN
12,411

 
(2,095
)
 
(5,196
)
 
(33,698
)
Equity income (loss) from NEC TOKIN
(133
)
 
(6,505
)
 
271

 
(4,758
)
Net income (loss)
$
12,278

 
$
(8,600
)
 
$
(4,925
)
 
$
(38,456
)
 
 
 
 
 
 
 
 
Net income (loss) per basic share
$
0.26

 
$
(0.19
)
 
$
(0.11
)
 
$
(0.84
)
 
 
 
 
 
 
 
 
Net income (loss) per diluted share
$
0.22

 
$
(0.19
)
 
$
(0.11
)
 
$
(0.84
)
 
 
 
 
 
 
 
 
Weighted-average shares outstanding:
 

 
 

 
 

 
 

Basic
46,606

 
46,081

 
46,469

 
45,953

Diluted
55,296

 
46,081

 
46,469

 
45,953


See accompanying notes to the unaudited condensed consolidated financial statements.

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KEMET CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Amounts in thousands)
(Unaudited)

 
Quarters Ended December 31,
 
Nine-Month Periods Ended December 31,
 
2016
 
2015
 
2016
 
2015
Net income (loss)
$
12,278

 
$
(8,600
)
 
$
(4,925
)
 
$
(38,456
)
Other comprehensive income (loss):
 


 
 
 

 
 
Foreign currency translation gains (losses)
(10,773
)
 
(6,121
)
 
(17,848
)
 
(4,722
)
Defined benefit pension plans, net of tax impact
165

 
6,910

 
492

 
7,322

Post-retirement plan adjustments
116

 
96

 
31

 
17

Equity interest in NEC TOKIN’s other comprehensive income (loss)
6,161

 
143

 
598

 
(4,463
)
Foreign exchange contracts
(1,166
)
 
672

 
(2,872
)
 
(3,045
)
Other comprehensive income (loss)
(5,497
)
 
1,700

 
(19,599
)
 
(4,891
)
Total comprehensive income (loss)
$
6,781

 
$
(6,900
)
 
$
(24,524
)
 
$
(43,347
)
 
See accompanying notes to the unaudited condensed consolidated financial statements.


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KEMET CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
 
 
Nine-Month Periods Ended December 31,
 
2016
 
2015
Net income (loss)
$
(4,925
)
 
$
(38,456
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 

 
 

Depreciation and amortization
27,971

 
28,856

Equity (income) loss from NEC TOKIN
(271
)
 
4,758

Non-cash debt and financing costs
561

 
649

Stock-based compensation expense
3,471

 
3,761

Receivable write down
64

 
24

Change in value of NEC TOKIN option
3,500

 
26,300

Net (gain) loss on sales and disposals of assets
307

 
(233
)
Write down of long-lived assets
6,193

 

Pension and other post-retirement benefits
2,096

 
652

Change in deferred income taxes
819

 
735

Change in operating assets
21,459

 
4,762

Change in operating liabilities
(18,918
)
 
(32,891
)
Other
(183
)
 
526

Net cash provided by (used in) operating activities
42,144

 
(557
)
Investing activities:
 

 
 

Capital expenditures
(15,011
)
 
(14,120
)
Acquisitions, net of cash received

 
(2,892
)
Proceeds from sale of assets

 
898

Net cash provided by (used in) investing activities
(15,011
)
 
(16,114
)
Financing activities:
 

 
 

Proceeds from revolving line of credit

 
10,000

Payments on revolving line of credit

 
(5,500
)
Payments on long-term obligations
(2,428
)
 
(481
)
Purchase of treasury stock
(1,052
)
 
(691
)
Proceeds from exercise of stock options
69

 

Net cash provided by (used in) financing activities
(3,411
)
 
3,328

Net increase (decrease) in cash and cash equivalents
23,722

 
(13,343
)
Effect of foreign currency fluctuations on cash
(1,370
)
 
139

Cash and cash equivalents at beginning of fiscal period
65,004

 
56,362

Cash and cash equivalents at end of fiscal period
$
87,356

 
$
43,158

 
See accompanying notes to the unaudited condensed consolidated financial statements.


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Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
Note 1. Basis of Financial Statement Presentation
 
The condensed consolidated financial statements contained herein are unaudited and have been prepared from the books and records of KEMET Corporation and its subsidiaries (“KEMET” or the “Company”). In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q, and therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Although the Company believes the disclosures are adequate to make the information presented not misleading, it is suggested that these condensed consolidated financial statements be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended March 31, 2016 (the “Company’s 2016 Annual Report”).
 
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. In consolidation, all significant intercompany amounts and transactions have been eliminated.  Certain prior year amounts have been reclassified to conform to current year presentation.  Net sales and operating results for the quarter and nine-month periods ended December 31, 2016 are not necessarily indicative of the results to be expected for the full year.
 
The Company’s significant accounting policies are presented in the Company’s 2016 Annual Report.
 
Use of Estimates and Assumptions
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and judgments based on historical data and other assumptions that management believes are reasonable.  These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. In addition, they affect the reported amounts of revenues and expenses during the reporting period.
 
The Company’s judgments are based on management’s assessment as to the effect certain estimates, assumptions, or future trends or events may have on the financial condition and results of operations reported in the unaudited condensed consolidated financial statements. It is important that readers of these unaudited financial statements understand that actual results could differ from these estimates, assumptions, and judgments.
 
Recently Issued Accounting Pronouncements
 
New accounting standards adopted/issued
 
In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-16, Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory. The update requires entities to recognize the income tax consequences of many intercompany asset transfers at the transaction date. The seller and buyer will immediately recognize the current and deferred income tax consequences of an intercompany transfer of an asset other than inventory.  The tax consequences were previously deferred. The effective date of this update is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The update requires modified retrospective transition method which is a cumulative effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company is currently evaluating the impact of the adoption of this guidance on the Company’s consolidated financial statements.
    
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update clarifies how cash receipts and cash payments in certain transactions are presented and classified in the statement of cash flows. The effective date of this update is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The update requires retrospective application to all periods presented but may be applied prospectively if retrospective application is impracticable. The Company is currently evaluating the impact of the adoption of this guidance on the Company’s consolidated financial statements.


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In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation. This guidance changes several aspects of the accounting for share-based payment award transactions, including: (1) Accounting and Cash Flow Classification for Excess Tax Benefits and Deficiencies, (2) Forfeitures, and (3) Tax Withholding Requirements and Cash Flow Classification. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2016. Early application is permitted, and KEMET adopted ASU No. 2016-09 as of April 1, 2016. The Company elected to discontinue estimating forfeitures that are expected to occur and recorded a cumulative effect adjustment to retained earnings of $130,000 as of April 1, 2016. There was no cumulative adjustment related to the excess tax benefits as the Company did not have an additional paid in capital pool of excess tax benefits. The adoption did not have a significant impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The ASU requires lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than short-term leases). The guidance is to be applied using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2018. Early application is permitted. The Company is currently in the process of assessing the impact the adoption of this guidance will have on the Company’s consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. The ASU requires an entity that uses first-in, first-out or average cost to measure its inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 was effective for interim and annual reporting periods beginning April 1, 2016. The adoption of ASU 2015-11 did not materially impact the Company’s operating results and financial position.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The ASU specifies that debt issuance costs related to a note shall be reported in the balance sheet as a direct reduction from the face amount of the note. In August 2015, the FASB issued ASU No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies the treatment of debt issuance costs associated with line-of-credit arrangements that were not specifically addressed in ASU 2015-03. ASU 2015-15 states that entities may elect to continue to treat debt issuance costs associated with lines of credit as an asset, consistent with current treatment. The Company adopted these ASUs in the first quarter of fiscal year 2017. The ASUs did not impact the Company’s results of operations or liquidity. The balance sheet as of March 31, 2016 has been adjusted to reflect retrospective application of the new accounting guidance as follows (amounts in thousands):
 
As Previously Reported
 
Retrospective Adjustment
 
As Adjusted
Other assets
$
5,832

 
$
(2,764
)
 
$
3,068

Total assets
702,544

 
(2,764
)
 
699,780

Long-term debt, less current portion
388,597

 
(2,764
)
 
385,833

Total liabilities and stockholders’ equity
702,544

 
(2,764
)
 
699,780


In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern. The new guidance requires management to assess if there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim period. If conditions or events give rise to substantial doubt, disclosures are required. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter; early application is permitted. This new guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes existing accounting standards for revenue recognition and creates a single framework. The new guidance requires either a retrospective or a modified retrospective approach at adoption. Additional updates to Topic 606 issued by the FASB in 2015 and 2016 include the following:
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).

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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.

The effective date of this guidance is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted, but not before the Company’s fiscal year that begins on April 1, 2017 (the original effective date of the ASU). The Company plans to adopt the requirements of the new standard in the first quarter of fiscal year 2019. The Company is currently in the process of assessing the impact the adoption of the new revenue standards will have on its consolidated financial statements and related disclosures.

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

Fair Value Measurement
 
The Company utilizes three levels of inputs to measure the fair value of (a) nonfinancial assets and liabilities that are recognized or disclosed at fair value in the Company’s consolidated financial statements on a recurring basis (at least annually) and (b) all financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.
 
The first two inputs are considered observable and the last is considered unobservable. The levels of inputs are as follows:
 
Level 1—Quoted prices in active markets for identical assets or liabilities.

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

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
 
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and March 31, 2016 are as follows (amounts in thousands):
 
Carrying Value December 31,
 
Fair Value December 31,
 
Fair Value Measurement Using
 
Carrying Value March 31,
 
Fair Value March 31,
 
Fair Value Measurement Using
 
2016
 
2016
 
Level 1
 
Level 2 (2)
 
Level 3
 
2016
 
2016
 
Level 1
 
Level 2 (2)
 
Level 3
Assets (Liabilities):
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Money markets (1)
$
719

 
$
719

 
$
719

 
$

 
$

 
$
738

 
$
738

 
$
738

 
$

 
$

Total debt
(386,226
)
 
(383,880
)
 
(353,441
)
 
(30,439
)
 

 
(387,833
)
 
(284,261
)
 
(254,713
)
 
(29,548
)
 

NEC TOKIN option,
 net (3)
(24,100
)
 
(24,100
)
 

 

 
(24,100
)
 
(20,600
)
 
(20,600
)
 

 

 
(20,600
)
___________________
(1)
Included in the line item “Cash and cash equivalents” on the Condensed Consolidated Balance Sheets.
(2)
The valuation approach used to calculate fair value was a discounted cash flow based on the borrowing rate for each respective debt facility.
(3)
See Note 6, “Investment in NEC TOKIN,” for a description of the NEC TOKIN option.  The value of the option depends on the enterprise value of NEC TOKIN Corporation and its forecasted EBITDA over the duration of the option. The option has been valued using option pricing methods in a Monte Carlo simulation.


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The table below summarizes NEC TOKIN option valuation activity using significant unobservable inputs (Level 3) (amounts in thousands):
March 31, 2016
$
(20,600
)
Change in value of NEC TOKIN option
(3,500
)
December 31, 2016
$
(24,100
)
 
Inventories
 
Inventories are stated at the lower of cost or market.  The components of inventories are as follows (amounts in thousands):
 
December 31, 2016
 
March 31, 2016
Raw materials and supplies
$
68,233

 
$
80,289

Work in process
48,545

 
46,631

Finished goods
53,709

 
58,060

 
170,487

 
184,980

Inventory reserves
(15,968
)
 
(16,101
)
 
$
154,519

 
$
168,879


 
Warrant
 
As of December 31, 2016 and March 31, 2016, 8.4 million shares were subject to the warrant (which expires June 30, 2019) held by K Equity, LLC.
 
Revenue Recognition
 
The Company ships products to customers based upon firm orders and revenue is recognized when the sales process is complete. This occurs when products are shipped to the customer in accordance with the terms of an agreement of sale, there is a fixed or determinable selling price, title and risk of loss have been transferred and collectability is reasonably assured. Based on product availability, customer requirements and customer consent, the Company may ship products earlier than the initial planned ship date. Shipping and handling costs are included in cost of sales.

A portion of sales is related to products designed to meet customer specific requirements. These products typically have stricter tolerances making them useful to the specific customer requesting the product and to customers with similar or less stringent requirements. The Company recognizes revenue when title to the products transfers to the customer.
    
A portion of sales is made to distributors under agreements allowing certain rights of return and price protection on unsold merchandise held by distributors. The Company’s distributor policy includes inventory price protection and “ship-from-stock and debit” (“SFSD”) programs common in the industry.
    
KEMET’s SFSD program provides authorized distributors with the flexibility to meet marketplace prices by allowing them, upon a pre-approved case-by-case basis, to adjust their purchased inventory cost to correspond with current market demand. Requests for SFSD adjustments are considered on an individual basis, require a pre-approved cost adjustment quote from their local KEMET sales representative and apply only to a specific customer, part, specified special price amount, specified quantity, and are only valid for a specific period of time. To estimate potential SFSD adjustments corresponding with current period sales, KEMET records a sales reserve based on historical SFSD credits, distributor inventory levels, and certain accounting assumptions, all of which are reviewed quarterly.
    
Most of the Company’s distributors have the right to return to KEMET a certain portion of the purchased inventory, which, in general, does not exceed 6% of their purchases from the previous fiscal quarter. KEMET estimates future returns based on historical return patterns and records a corresponding allowance on the Condensed Consolidated Balance Sheets. The Company also offers volume based rebates on a case-by-case basis to certain customers in each of the Company’s sales channels.
    
The establishment of sales allowances is recognized as a component of the line item “Net sales” on the Condensed Consolidated Statements of Operations, while the associated reserves are included in the line item “Accounts receivable, net”

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on the Condensed Consolidated Balance Sheets. Estimates used in determining sales allowances are subject to various factors. This includes, but is not limited to, changes in economic conditions, pricing changes, product demand, inventory levels in the supply chain, the effects of technological change, and other variables that might result in changes to the Company’s estimates.

The Company provides a limited warranty to customers that the Company’s products meet certain specifications. The warranty period is generally limited to one year, and the Company’s liability under the warranty is generally limited to a replacement of the product or refund of the purchase price of the product. Warranty costs as a percentage of net sales were less than 1.0% for the quarters and nine-month periods ended December 31, 2016 and 2015. The Company recognizes warranty costs when they are both probable and reasonably estimable.

Note 2. Debt
 
A summary of debt is as follows (amounts in thousands):
 
December 31,
2016
 
March 31,
2016
10.5% Senior Notes, net (1)
$
352,345

 
$
353,952

Revolving line of credit
33,881

 
33,881

Total debt
386,226

 
387,833

Current maturities

 
(2,000
)
Total long-term debt
$
386,226

 
$
385,833


(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 premium and debt issuance costs of $0.7 million and $1.0 million as of December 31, 2016 and March 31, 2016, respectively which reduce the 10.5% Senior Notes balance.

The line item “Interest expense” on the Condensed Consolidated Statements of Operations for the quarters and nine-month periods ended December 31, 2016 and 2015, consists of the following (amounts in thousands):
 
Quarters Ended December 31,
 
Nine-Month Periods Ended December 31,
 
2016
 
2015
 
2016
 
2015
Contractual interest expense
$
9,693

 
$
9,761

 
$
29,091

 
$
29,332

Capitalized interest
(48
)
 
(163
)

(151
)

(439
)
Amortization of debt issuance costs
348

 
348

 
1,044

 
1,044

Amortization of debt (premium) discount
(204
)
 
(188
)
 
(603
)
 
(554
)
Imputed interest on acquisition-related obligations
39

 
52

 
120

 
159

Interest expense on capital lease
90

 
42

 
250

 
134

Total interest expense
$
9,918

 
$
9,852

 
$
29,751

 
$
29,676



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Revolving Line of Credit

On May 2, 2016, the Loan and Security Agreement dated September 30, 2010, as amended, by and among KEMET Electronics Corporation (“KEC”), KEMET Electronics Marketing (S) Pte. Ltd., KEMET Foil Manufacturing, LLC (“KEMET Foil”), KEMET Blue Powder Corporation (“KEMET Blue Powder”), The Forest Electric Company and the financial institutions party thereto (the “Loan and Security Agreement”), was amended and, as a result, the revolving credit facility increased to $65.0 million. The Company had the following activity for the nine-month period ended December 31, 2016 and resulting balances under the revolving line of credit (amounts in thousands, excluding percentages):
 
March 31,
2016
 
Nine-Month Period Ended December 31, 2016
 
December 31,
2016
 
Outstanding Borrowings
 
Additional Borrowings
 
Repayments
 
Outstanding Borrowings
 
Rate (1) (2)
 
Due Date
U.S. Facility
$
19,881

 
$

 
$

 
$
19,881

 
5.000
%
 
December 19, 2019
Singapore Facility
 
 
 
 
 
 
 
 
 
 
 
Singapore Borrowing 1 (3)
12,000

 

 

 
12,000

 
3.500
%
 
February 21, 2017
Singapore Borrowing 2 (3)(4)
2,000

 

 

 
2,000

 
3.375
%
 
January 9, 2017
Total Facilities
$
33,881

 
$

 
$

 
$
33,881

 
 
 
 

______________________________________________________________________________
(1) For U.S. borrowings, Base Rate plus 1.50%, as defined in the Loan and Security Agreement.
(2) For Singapore borrowings, London Interbank Offer Rate (“LIBOR”), plus a spread of 2.50% as of December 31, 2016.
(3) The Company has the intent and ability to extend the due date on the Singapore borrowings.
(4) In January 2017, the Company extended the due date to April 10, 2017 at 3.625%.

As of December 31, 2016, these were the only borrowings under the revolving line of credit, and the Company’s available borrowing capacity under the Loan and Security Agreement was $31.1 million.

10.5% Senior Notes
 
On May 10, 2016, the Company repurchased and retired $2.0 million of its 10.5% Senior Notes due May 1, 2018 (the “10.5% Senior Notes”). As of December 31, 2016 and March 31, 2016, the Company had outstanding $353.0 million and $355.0 million, respectively in aggregate principal amount of the Company’s 10.5% Senior Notes.  The Company had interest payable related to the 10.5% Senior Notes included in the line item “Accrued expenses” on its Condensed Consolidated balance sheets of $6.2 million and $15.5 million as of December 31, 2016 and March 31, 2016, respectively.

Note 3. Impairment Charges

In the quarter ended September 30, 2016 we recorded a write down of long-lived assets of $6.2 million due to the following two actions.

On August 31, 2016, KEMET Electronics Corporation, a wholly-owned subsidiary of KEMET made the decision to shut-down operations of its wholly-owned subsidiary, KEMET Foil Manufacturing, LLC (“KFM”). Operations at KFM’s Knoxville, Tennessee plant ceased as of October 31, 2016. KFM supplied formed foil to the Company’s Film and Electrolytic Business Group (“Film and Electrolytic”), as well as to certain third party customers. The Company anticipates that Film and Electrolytic will achieve raw material cost savings by purchasing its formed foil from suppliers that have the advantage of lower utility costs. During the second fiscal quarter ending September 30, 2016, Film and Electrolytic recorded impairment charges totaling $4.1 million comprised of $3.0 million for the write down of property plant and equipment and $1.1 million for the write down of intangible assets. The impairment charges are recorded on the Condensed Consolidated Statements of Operations line item “Write down of long-lived assets”. In addition, the Company has accrued severance charges and restructuring costs described in Note 4, “Restructuring Charges.” Due to the operating loss incurred by Film and Electrolytic in the nine-month period ending December 31, 2016, we tested its long-lived assets for impairment as of December 31, 2016 and concluded that the long-lived assets for Film and Electrolytic were not impaired.

The Solid Capacitor Business Group (“Solid Capacitors”) initiated a plan to relocate its K-Salt operations from a leased facility to its existing Matamoros, Mexico facility. Impairment charges of approximately $2.1 million are recorded on

12

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the Condensed Consolidated Statements of Operations line item “Write down of long-lived assets”. In addition, the Company has accrued severance charges described in Note 4, “Restructuring Charges” and has incurred equipment relocation costs of approximately $0.1 million in the third quarter of fiscal year 2017 and expects to incur an additional $1.1 million through June of 2017.

Note 4. Restructuring Charges
 
KEMET’s restructuring plans are focused on making the Company more competitive by reducing excess capacity, relocating production to lower cost locations and eliminating unnecessary costs throughout the Company.

A summary of the expenses aggregated in the Condensed Consolidated Statements of Operations line item “Restructuring charges” in the quarters and nine-month periods ended December 31, 2016 and 2015, is as follows (amounts in thousands):
 
Quarters Ended December 31,
 
Nine-Month Periods Ended December 31,
 
2016
 
2015
 
2016
 
2015
Personnel reduction costs
$
(215
)
 
$
795

 
$
1,864

 
$
1,905

Relocation and exit costs
(154
)
 
919

 
2,453

 
1,656

Restructuring charges
$
(369
)
 
$
1,714

 
$
4,317

 
$
3,561


Quarter Ended December 31, 2016

The Company recorded a credit of $0.4 million in restructuring charges in the quarter ended December 31, 2016 comprised of a $0.2 million credit to personnel reduction costs and a $0.2 million credit to manufacturing relocation and exit costs.

The credit to personnel reduction costs of $0.2 million is due to natural attrition in Matamoros, Mexico resulting in a reduction in severance accrual.

The credit to manufacturing relocation costs of $0.2 million primarily consists of a $0.3 million reduction in accrual related to contract termination costs related to the shut-down of operations for KFM partially offset by the following charges: $0.1 million related to transfers of Film and Electrolytic production lines and R&D functions to lower cost regions and $0.1 million in expenses related to the relocation of the K-Salt operations to the existing Matamoros, Mexico plant.

Nine-Month Period Ended December 31, 2016

The Company incurred $4.3 million in restructuring charges in the nine-month period ended December 31, 2016 comprised of $1.9 million in personnel reduction costs and $2.5 million in manufacturing relocation and exit costs.

The personnel reduction costs of $1.9 million consist of $0.4 million in headcount reductions related to the shut-down of operations for KFM in Knoxville, Tennessee, $0.3 million related to the consolidation of certain Solid Capacitor manufacturing in Matamoros, Mexico, $0.3 million for overhead reductions in Sweden, $0.3 million in U.S. headcount reductions related to the relocation of global marketing functions to the Company’s Fort Lauderdale, Florida office, $0.3 million related to headcount reductions in Europe (primarily Italy and Landsberg, Germany) corresponding with the relocation of certain production lines and laboratories to lower cost regions, $0.2 million overhead reductions as we relocate the R&D operations from Weymouth, England to Evora, Portugal, and $0.1 million in manufacturing headcount reductions related to the relocation of the K-Salt operations to the existing Matamoros, Mexico plant.

The manufacturing relocation costs of $2.5 million primarily consists of $1.9 million in expenses related to contract termination costs related to the shut-down of operations for KFM, $0.4 million related to transfers of Film and Electrolytic production lines and R&D functions to lower cost regions, $0.1 million related to the transfer of certain Tantalum production from Simpsonville, South Carolina to Victoria, Mexico, and $0.1 million in expenses related to the relocation of the K-Salt operations to the existing Matamoros, Mexico plant.


13

Table of Contents

Quarter Ended December 31, 2015

The Company incurred $1.7 million in restructuring charges in the quarter ended December 31, 2015 including $0.8 million in personnel reduction costs and $0.9 million in manufacturing relocation costs.

The personnel reduction costs of $0.8 million were due primarily to $0.5 million related to the consolidation of certain Solid Capacitor manufacturing in Victoria, Mexico$0.1 million for headcount reductions in Matamoros, Mexico related to the relocation of certain Solid Capacitor manufacturing from Matamoros, Mexico to Victoria, Mexico, and $0.1 million for overhead reductions in North America and Europe.

The Company also incurred $0.9 million of manufacturing relocation costs for transfers of Film and Electrolytic production lines to lower cost regions.

Nine-Month Period Ended December 31, 2015

The Company incurred $3.6 million in restructuring charges in the nine-month period ended December 31, 2015 comprised of $1.9 million of personnel reduction costs and $1.7 million in manufacturing relocation costs.

The personnel reduction costs of $1.9 million consist of the following: $0.9 million for headcount reductions in Matamoros, Mexico related to the relocation of certain Solid Capacitor manufacturing from Matamoros, Mexico to Victoria, Mexico, $0.6 million related to a headcount reduction in Suzhou, China for the Film and Electrolytic production line transfer from Suzhou, China to Anting, China, $0.5 million related to the consolidation of certain Solid Capacitor manufacturing in Victoria, Mexico, $0.4 million for headcount reductions in Europe (primarily Landsberg, Germany) and $0.6 million for headcount reductions related to the outsourcing of the Company’s information technology function and overhead reductions in North America and Europe. These personnel reduction costs were partially offset by a $1.2 million reversal of a severance accrual in Italy. The Company originally recorded the accrual in the third quarter of fiscal year 2015 corresponding with a plan to reduce headcount by 50 employees. Under the plan, 24 employees were terminated. However, due to unexpected workforce attrition combined with achieving other cost reduction goals, the Company decided not to complete the remaining headcount reduction. Consequently, the Company reversed the remaining accrual during the second quarter of fiscal year 2016.

The Company also incurred $1.7 million of manufacturing relocation costs for transfers of Film and Electrolytic production lines to lower cost regions.

Reconciliation of Restructuring Liability
 
A reconciliation of the beginning and ending liability balances for restructuring charges included in the line items “Accrued expenses” and “Other non-current obligations” on the Condensed Consolidated Balance Sheets for the quarters and nine-month periods ended December 31, 2016 and 2015 is as follows (amounts in thousands):
 
Quarter Ended December 31, 2016
 
Quarter Ended December 31, 2015
 
Personnel 
Reductions
 
Manufacturing 
Relocations
 
Personnel
 Reductions
 
Manufacturing 
Relocations
Beginning of period
$
2,101

 
$
1,982

 
$
2,279

 
$

Costs charged to expense
(215
)
 
(154
)
 
795

 
919

Costs paid or settled
(579
)
 
(832
)
 
(1,209
)
 
(919
)
Change in foreign exchange
(46
)
 

 
(43
)
 

End of period
$
1,261

 
$
996

 
$
1,822

 
$



14

Table of Contents

 
Nine-Month Period Ended December 31, 2016
 
Nine-Month Period Ended December 31, 2015
 
Personnel 
Reductions
 
Manufacturing 
Relocations
 
Personnel
 Reductions
 
Manufacturing 
Relocations
Beginning of period
$
976

 
$

 
$
7,239

 
$

Costs charged to expense
1,864

 
2,453

 
1,905

 
1,656

Costs paid or settled
(1,510
)
 
(1,457
)
 
(7,492
)
 
(1,656
)
Change in foreign exchange
(69
)
 

 
170

 

End of period
$
1,261

 
$
996

 
$
1,822

 
$


Note 5. Comprehensive Income (Loss) and Accumulated Other Comprehensive Income
 
Changes in Accumulated Other Comprehensive Income (Loss) (“AOCI”) for the quarters ended December 31, 2016 and 2015 include the following components (amounts in thousands):
 
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 September 30, 2016
$
(17,347
)
 
$
1,029

 
$
(14,834
)
 
$
(12,302
)
 
$
(2,073
)
 
$
(45,527
)
Other comprehensive income (loss) before reclassifications
(10,773
)
 

 

 
6,161

 
(2,146
)
 
(6,758
)
Amounts reclassified out of AOCI

 
116

 
165

 

 
980

 
1,261

Other comprehensive income (loss)
(10,773
)
 
116

 
165

 
6,161

 
(1,166
)
 
(5,497
)
Balance at December 31, 2016
$
(28,120
)
 
$
1,145

 
$
(14,669
)
 
$
(6,141
)
 
$
(3,239
)
 
$
(51,024
)
 
 
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 September 30, 2015
$
(10,733
)
 
$
1,080

 
$
(19,951
)
 
$
(3,069
)
 
$
(2,714
)
 
$
(35,387
)
Other comprehensive income (loss) before reclassifications
(6,121
)
 

 
6,663

 
143

 
(1,096
)
 
(411
)
Amounts reclassified out of AOCI

 
96

 
247

 

 
1,768

 
2,111

Other comprehensive income (loss)
(6,121
)
 
96

 
6,910

 
143

 
672

 
1,700

Balance at December 31, 2015
$
(16,854
)
 
$
1,176

 
$
(13,041
)
 
$
(2,926
)
 
$
(2,042
)
 
$
(33,687
)


15

Table of Contents

Changes in AOCI for the nine-month periods ended December 31, 2016 and 2015 include the following components (amounts in thousands):
 
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
(17,848
)
 

 

 
598

 
(6,745
)
 
(23,995
)
Amounts reclassified out of AOCI

 
31

 
492

 

 
3,873

 
4,396

Other comprehensive income (loss)
(17,848
)
 
31

 
492

 
598

 
(2,872
)
 
(19,599
)
Balance at December 31, 2016
$
(28,120
)
 
$
1,145

 
$
(14,669
)
 
$
(6,141
)
 
$
(3,239
)
 
$
(51,024
)
 
 
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, 2015
$
(12,132
)
 
$
1,159

 
$
(20,363
)
 
$
1,537

 
$
1,003

 
$
(28,796
)
Other comprehensive income (loss) before reclassifications
(4,722
)
 

 
6,663

 
(4,463
)
 
(6,289
)
 
(8,811
)
Amounts reclassified out of AOCI

 
17

 
659

 

 
3,244

 
3,920

Other comprehensive income (loss)
(4,722
)
 
17

 
7,322

 
(4,463
)
 
(3,045
)
 
(4,891
)
Balance at December 31, 2015
$
(16,854
)
 
$
1,176

 
$
(13,041
)
 
$
(2,926
)
 
$
(2,042
)
 
$
(33,687
)

(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 and nine-month periods ended December 31, 2016 and 2015.
(2)
Ending balance is net of tax of $2.0 million and $2.2 million as of December 31, 2016 and December 31, 2015, respectively.

Note 6. Investment in NEC TOKIN
 
On March 12, 2012, KEC, a wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with NEC TOKIN Corporation (“NEC TOKIN”), a manufacturer of tantalum capacitors, electro-magnetic, electro-mechanical and access devices, to acquire 51% of the common stock of NEC TOKIN (which represented a 34% economic interest, as calculated based on the number of common shares held by KEC, directly and indirectly, in proportion to the aggregate number of outstanding common and convertible preferred shares of NEC TOKIN as of such date) (the “Initial Purchase”) from NEC Corporation (“NEC”) of Japan. The transaction closed on February 1, 2013, at which time KEC paid a purchase price of $50.0 million for new shares of common stock of NEC TOKIN (the “Initial Closing”). The Company accounts for its investment in NEC TOKIN using the equity method for a non-consolidated variable interest entity since KEC does not have the power to direct significant activities of NEC TOKIN. The Company believes that the NEC TOKIN convertible preferred stock represents in-substance common stock of NEC TOKIN and, as a result, its method of calculating KEC’s economic basis in NEC TOKIN is the appropriate basis on which to recognize its share of the earnings or loss of NEC TOKIN.
 
In connection with KEC’s execution of the Stock Purchase Agreement, KEC entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”) with NEC TOKIN and NEC, which provides for restrictions on transfers of NEC TOKIN’s capital stock, certain tag-along and first refusal rights on transfer, restrictions on NEC’s ability to convert the preferred stock of NEC TOKIN held by it, certain management services to be provided to NEC TOKIN by KEC (or an affiliate of KEC) and certain board representation rights. KEC holds four of seven NEC TOKIN director positions. However, NEC has significant board rights.
 

16

Table of Contents

Concurrent with execution of the Stock Purchase Agreement and the Stockholders’ Agreement, KEC entered into an Option Agreement (the “Option Agreement”) with NEC, which was amended on August 29, 2014, whereby KEC had the right to purchase additional shares of NEC TOKIN common stock from NEC TOKIN for a purchase price of $50.0 million resulting in an economic interest of approximately 49% while maintaining ownership of 51% of NEC TOKIN’s common stock (the “First Call Option”) by providing notice of the First Call Option between the Initial Closing and April 30, 2015. Upon providing such First Call Option notice, but not before April 1, 2015, KEC could also have exercised a second option to purchase all outstanding capital stock of NEC TOKIN from its stockholders, primarily NEC, for a purchase price based on the greater of six times LTM EBITDA (as defined in the Option Agreement) less the previous payments and certain other adjustments, or the outstanding amount of NEC TOKIN’s debt obligation to NEC (the “Second Call Option”) by providing notice of the Second Call Option by May 31, 2018. The First and Second Call Options expired on April 30, 2015 without being exercised.

Through May 31, 2018, NEC may require KEC to purchase all outstanding capital stock of NEC TOKIN from its stockholders, primarily NEC (the “Put Option”), provided that KEC’s payment of the Put Option price is permitted under the 10.5% Senior Notes and Loan and Security Agreement. However, in the event that KEC issues new debt securities principally to refinance its outstanding 10.5% Senior Notes due 2018 and its currently outstanding credit agreement, including amounts to pay related fees and expenses and to use for general corporate purposes (“Refinancing Notes”), prior to NEC’s delivery of its notification of exercise of the Put Option, then the earliest date NEC may exercise the Put Option is automatically extended to the day immediately following the final scheduled maturity date of such Refinancing Notes, or in the event such Refinancing Notes are redeemed in full prior to such final scheduled maturity date, then on the day immediately following the date of such full redemption, but in any event beginning no later than November 1, 2019. If not previously exercised, the Put Option will expire on October 31, 2023.

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

The Company has marked the Put Option to fair value and in the quarter and nine-month periods ended December 31, 2016 recognized a $6.9 million gain and a $3.5 million loss, respectively, which was included on the line item “Change in value of the NEC TOKIN option” in the Condensed Consolidated Statement of Operations. The option has been valued using option pricing methods in a Monte Carlo simulation and is impacted by changes in time to maturity, discount rates, interest rates, foreign exchange rates, and NEC TOKIN's projected performance, etc. The line item “Other non-current obligations” on the Condensed Consolidated Balance Sheets includes $24.1 million and $20.6 million as of December 31, 2016 and March 31, 2016, respectively, related to the respective fair value of the Put Option.

KEC’s total investment in NEC TOKIN on February 1, 2013, the closing date of the acquisition, was $54.5 million which includes $50.0 million cash consideration plus approximately $4.5 million in transaction expenses (fees for legal, accounting, due diligence, investment banking and various other services necessary to complete the transactions). The Company has made an allocation of the aggregate purchase price, which was based upon estimates that the Company believes are reasonable.
 
Summarized financial information for NEC TOKIN follows (amounts in thousands):
 
December 31,
2016
 
March 31,
2016
Current assets
$
248,128

 
$
240,427

Non-current assets
230,232

 
260,614

Current liabilities
160,648

 
179,360

Non-current liabilities
322,768

 
335,500



17

Table of Contents

 
Quarters Ended December 31,
 
Nine-Month Periods Ended December 31,
 
2016
 
2015
 
2016
 
2015
Sales
$
127,845

 
$
111,594

 
$
374,944

 
$
343,686

Gross profit
28,886

 
24,610

 
82,487

 
74,333

Net income (loss) (1)
1,082

 
(17,867
)
 
5,444

 
(10,606
)
(1) The significant changes between the periods were due to the additional accrual of anti-trust litigation loss recorded during the quarter ended December 31, 2015; see discussion below.

A reconciliation between NEC TOKIN’s net income (loss) and KEC’s equity investment income (loss) follows (amounts in thousands):
 
Quarters Ended December 31,
 
Nine-Month Periods Ended December 31,
 
2016
 
2015
 
2016
 
2015
NEC TOKIN net income (loss)
$
1,082

 
$
(17,867
)
 
$
5,444

 
$
(10,606
)
KEC’s economic interest %
34
%
 
34
%
 
34
%
 
34
%
Equity income (loss) from NEC TOKIN before adjustments
368

 
(6,075
)
 
1,851

 
(3,606
)
 


 


 
 
 
 
Adjustments:


 


 
 
 
 
Amortization and depreciation
(562
)
 
(494
)
 
(1,686
)
 
(1,118
)
Inventory profit elimination
61

 
64

 
106

 
(34
)
Equity income (loss) from NEC TOKIN
$
(133
)
 
$
(6,505
)
 
$
271

 
$
(4,758
)
    
A reconciliation between NEC TOKIN’s net assets and KEC’s investment in NEC TOKIN follows (amounts in thousands):
 
December 31,
2016
 
March 31,
2016
Investment in NEC TOKIN
$
21,202

 
$
20,334

Purchase price accounting basis adjustments:
 
 
 
Property, plant and equipment (1)
3,014

 
3,365

Technology (1)
(8,657
)
 
(10,134
)
Long-term debt (1)
(1,238
)
 
(1,975
)
Goodwill
(7,250
)
 
(7,555
)
Indemnity asset for legal investigation
(8,500
)
 
(8,500
)
Inventory profit elimination (2)
265

 
371

Other
(553
)
 
(604
)
KEC’s 34% economic interest in NEC TOKIN’s net assets
$
(1,717
)
 
$
(4,698
)
(1) Amortized over the estimated lives.
(2) Adjusted each period for any activity.

As of December 31, 2016, KEC’s maximum loss exposure as a result of its investments in NEC TOKIN is limited to the aggregate of the carrying value of the investment, any accounts receivable balance due from NEC TOKIN and obligations in the Put Option. 
 

18

Table of Contents

Summarized transactions between KEC and NEC TOKIN are as follows (amounts in thousands):
 
Quarters Ended December 31,
 
Nine-Month Periods Ended December 31,
 
2016
 
2015
 
2016
 
2015
KEC’s sales to NEC TOKIN
$
4,814

 
$
5,020

 
$
13,096

 
$
14,350

NEC TOKIN’s sales to KEMET
2,350

 
1,157

 
6,112

 
4,747


 
December 31,
2016
 
March 31,
2016
Accounts receivable
$
2,989

 
$
5,220

Accounts payable
907

 
1,019

Management service agreement receivable (1)
638

 
748

(1) In accordance with the Stockholders’ Agreement, KEC entered into a management services agreement with NEC TOKIN to provide services for which KEC is being reimbursed.

Beginning in March 2014, NEC TOKIN and certain of its subsidiaries received inquiries, requests for information and other communications from government authorities in China, the United States, the European Commission, Japan, South Korea, Taiwan, Singapore and Brazil concerning alleged anti-competitive activities within the capacitor industry. 

On September 2, 2015, the United States Department of Justice announced a plea agreement with NEC TOKIN in which NEC TOKIN agreed to plead guilty to a one-count felony charge of unreasonable restraint of interstate and foreign trade and commerce in violation of Section 1 of the Sherman Act, and to pay a criminal fine of $13.8 million. The plea agreement was approved by the United States District Court, Northern District of California, on January 21, 2016. The fine is payable over five years in six installments of $2.3 million each, plus accrued interest. The first and second payments were made in February 2016 and January 2017, respectively, while the next payment is due in January 2018.

On December 9, 2015, the Taiwan Fair Trade Commission (“TFTC”) publicly announced that NEC TOKIN would be fined 1,218.2 million New Taiwan dollars (“NTD”) (approximately U.S. $37.7 million) for violations of the Taiwan Fair Trade Act. Subsequently, the TFTC has reduced the fine to NTD609.1 million (approximately U.S. $18.9 million). In February 2016, NEC TOKIN commenced an administrative suit in Taiwan, challenging the validity of the amount of the fine, however, the likelihood of success cannot yet be determined.

On March 29, 2016, the Japan Fair Trade Commission published an order by which NEC TOKIN was fined ¥127.2 million (approximately U.S. $1.1 million) for violation of the Japanese Antimonopoly Act. Payment of the fine was made on October 31, 2016.

On July 26, 2016, Brazil’s Administrative Council for Economic Defense approved a cease and desist agreement with NEC TOKIN in which NEC TOKIN made a financial contribution of Brazilian real 601 thousand (approximately U.S. $0.2 million) to Brazil’s Fund for Defense of Diffuse Rights.

On May 2, 2016, NEC TOKIN reached a preliminary settlement, followed by definitive settlement agreements on July 15, 2016 which are subject to court approval, in two antitrust suits filed with the United States District Court, Northern District of California as In re: Capacitors Antitrust Litigation, No. 3:14-cv-03264-JD (the “Class Action Suits”). Pursuant to the terms of the settlement agreements, in consideration of the release of NEC TOKIN and its subsidiaries (including NEC TOKIN America, Inc.) from claims asserted in the Class Action Suits, NEC TOKIN will pay an aggregate $37.3 million to a settlement class of direct purchasers of capacitors and a settlement class of indirect purchasers of capacitors. Each of the respective class payments is payable in five installments, the first of which became due on July 29, 2016, the next three of which are due each year thereafter on the anniversary of the initial payment, and the final payment is due by December 31, 2019. NEC TOKIN has paid the initial installment payments into the two plaintiff classes’ respective escrow accounts.

The remaining governmental investigations are continuing at various stages. As of December 31, 2016, NEC TOKIN’s accrual for antitrust and civil litigation claims totaled $72.5 million. This amount includes the best estimate of losses which may result from the ongoing antitrust investigations, civil litigation and claims. However, the actual outcomes could differ from what has been accrued.


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Table of Contents

Pursuant to the Stock Purchase Agreement, NEC is required to indemnify NEC TOKIN and/or KEC for any breaches by NEC TOKIN or NEC of certain representations, warranties and covenants in the Stock Purchase Agreement. NEC’s aggregate liability for indemnification claims is limited to $25.0 million. Accordingly, KEMET, under equity method accounting, has established an indemnity asset in the amount of $8.5 million (based upon our 34% economic interest in NEC TOKIN). However, pursuant to the Stock Purchase Agreement, claims arising out of fraud or criminal conduct are not limited by the $25.0 million indemnification cap, and for such claims the claimant retains all remedies available in equity or at law.
    
Note 7. Segment and Geographic Information
 
The Company is organized into two business groups: Solid Capacitors and Film and Electrolytic.  The business groups are responsible for their respective manufacturing sites as well as their respective research and development efforts. The Company does not allocate indirect Selling, general and administrative (“SG&A”) or shared Research and development (“R&D”) expenses to the business groups. 
 
Solid Capacitors
 
Operating in nine manufacturing sites in the United States, Mexico and China, Solid Capacitors primarily produces tantalum, aluminum polymer, and ceramic capacitors which are sold globally.  Solid Capacitors also produces tantalum powder used in the production of tantalum capacitors and has a product innovation center in the United States.
 
Film and Electrolytic
 
Operating in nine manufacturing sites throughout Europe and Asia, Film and Electrolytic primarily produces film, paper, and electrolytic capacitors which are sold globally. In addition, this business group has product innovation centers in Portugal, Italy, Germany and Sweden.
 
The following table reflects each business group’s net sales, operating income (loss), depreciation and amortization expenses and sales by region for the quarters and nine-month periods ended December 31, 2016 and 2015 (amounts in thousands):
 
Quarters Ended December 31,
 
Nine-Month Periods Ended December 31,
 
2016
 
2015
 
2016
 
2015
Net sales:
 

 
 

 
 

 
 

Solid Capacitors
$
141,555

 
$
135,300

 
$
426,140

 
$
416,261

Film and Electrolytic
46,474

 
41,884

 
134,132

 
134,636

 
$
188,029

 
$
177,184

 
$
560,272

 
$
550,897

Operating income (loss) (1) (2):
 

 
 

 
 

 
 

Solid Capacitors
$
37,264

 
$
31,359

 
$
107,753

 
$
95,371

Film and Electrolytic
2,332

 
(1,770
)
 
(6,231
)
 
1,159

Corporate
(25,746
)
 
(21,096
)
 
(75,724
)
 
(72,807
)
 
$
13,850

 
$
8,493

 
$
25,798

 
$
23,723

Depreciation and amortization expense:
 

 
 

 
 

 
 

Solid Capacitors
$
5,078

 
$
5,293

 
$
15,643

 
$
16,227

Film and Electrolytic
2,560

 
3,031

 
8,111

 
8,901

Corporate
1,457

 
1,350

 
4,217

 
3,728

 
$
9,095

 
$
9,674

 
$
27,971

 
$
28,856

 
__________________


20

Table of Contents

(1)    Restructuring charges included in Operating income (loss) are as follows (amounts in thousands):
 
Quarters Ended December 31,
 
Nine-Month Periods Ended December 31,
 
2016
 
2015
 
2016
 
2015
Restructuring charges:
 

 
 

 
 

 
 

Solid Capacitors
$
(128
)
 
$
754

 
$
566

 
$
1,556

Film and Electrolytic
(243
)
 
987

 
3,421

 
1,524

Corporate
2

 
(27
)
 
330

 
481

 
$
(369
)
 
$
1,714

 
$
4,317

 
$
3,561


(2)    Write down of long-lived assets included in Operating income (loss) are as follows (amounts in thousands):
 
Quarters Ended December 31,
 
Nine-Month Periods Ended December 31,
 
2016
 
2015
 
2016
 
2015
Write down of Long-lived Assets
 

 
 

 
 

 
 

Solid Capacitors
$

 
$

 
$
2,076

 
$

Film and Electrolytic

 

 
4,117

 

 
$

 
$

 
$
6,193

 
$

___________________
 
Quarters Ended December 31,
 
Nine-Month Periods Ended December 31,
 
2016
 
2015
 
2016
 
2015
Sales by region:
 

 
 

 
 

 
 

North and South America (“Americas”)
$
54,976

 
$
56,411

 
$
166,858

 
$
170,525

Europe, Middle East, Africa (“EMEA”)
55,765

 
52,453

 
176,298

 
173,468

Asia and Pacific Rim (“APAC”)
77,288

 
68,320

 
217,116

 
206,904

 
$
188,029

 
$
177,184

 
$
560,272

 
$
550,897

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

The components of net periodic benefit (income) costs relating to the Company’s pension and other postretirement benefit plans are as follows for the quarters ended December 31, 2016 and 2015 (amounts in thousands):
 
Pension
 
Post-retirement Benefit Plan
 
Quarters Ended December 31,
 
Quarters Ended December 31,
 
2016
 
2015
 
2016
 
2015
Net service cost
$
347

 
$
404

 
$

 
$

Interest cost
358

 
338

 
1

 
3

Expected return on net assets
(94
)
 
(105
)
 

 

Amortization:
 

 
 

 
 

 
 

Actuarial (gain) loss
115

 
197

 
(71
)
 
(64
)
Prior service cost
21

 
15

 

 

Total net periodic benefit (income) costs
$
747

 
$
849

 
$
(70
)
 
$
(61
)


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Table of Contents

The components of net periodic benefit (income) costs relating to the Company’s pension and other postretirement benefit plans are as follows for the nine-month periods ended December 31, 2016 and 2015 (amounts in thousands):
 
Pension
 
Post-retirement Benefit Plan
 
Nine-Month Periods Ended December 31,
 
Nine-Month Periods Ended December 31,
 
2016
 
2015
 
2016
 
2015
Net service cost
$
1,040

 
$
1,514

 
$

 
$

Interest cost
1,076

 
1,013

 
9

 
14

Expected return on net assets
(283
)
 
(315
)
 

 

Amortization:
 

 
 

 
 

 
 

Actuarial (gain) loss
345

 
591

 
(155
)
 
(143
)
Prior service cost
64

 
44

 

 

Total net periodic benefit (income) costs
$
2,242

 
$
2,847

 
$
(146
)
 
$
(129
)

In fiscal year 2017, the Company expects to contribute up to $1.7 million to the pension plans, $0.8 million of which has been contributed as of December 31, 2016.  For the postretirement benefit plan, the Company’s policy is to pay benefits as costs are incurred. 

Note 9. Stock-based Compensation
 
As of December 31, 2016, the 2014 Amendment and Restatement of the KEMET Corporation 2011 Omnibus Equity Incentive Plan (the “2011 Incentive Plan”), approved by the Company’s stockholders in 2014, is the only plan the Company has to issue equity based awards to executives and key employees. Upon adoption of the 2011 Incentive Plan, no further awards were permitted to be granted under the Company’s prior plans, including the 1992 Key Employee Stock Option Plan, the 1995 Executive Stock Option Plan, and the 2004 Long-Term Equity Incentive Plan (collectively, the “Prior Plans”).

The 2011 Incentive Plan authorized the grant of up to 7.4 million shares of the Company’s Common Stock, comprised of 6.6 million shares under the 2011 Incentive Plan and 0.8 million shares remaining from the Prior Plans and authorizes the Company to provide equity-based compensation in the form of:
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.

Except as described below, options, restricted stock and RSUs issued under these plans vest within two to three years and expire ten years from the grant date. RSUs issued under these plans vest over three to four years, except for RSUs granted to members of the Board of Directors, which vest within one year, and performance-based RSUs, which vest over a one-year period following achievement of two-year performance targets. The Company grants RSUs to members of the Board of Directors, the Chief Executive Officer and key management. Once vested and settled, RSUs are converted into restricted stock. For members of the Board of Directors and senior personnel, such restricted stock cannot be sold until 90 days after termination of service with the Company, or until the individual achieves the targeted ownership under the Company’s stock ownership guidelines, and only to the extent that such ownership level exceeds the target. Compensation expense is recognized over the respective vesting periods.
 
Historically, the Board of Directors of the Company has approved annual Long Term Incentive Plans (“LTIP”) which cover two year periods and are primarily based upon the achievement of an Adjusted EBITDA range for the two-year period. At the time of the award, the individual plans entitle the participants to receive cash or RSUs, or a combination of both as determined by the Company’s Board of Directors. The 2013/2014 LTIP, 2014/2015 LTIP, 2015/2016 LTIP, 2016/2017 LTIP, and 2017/2018 LTIP also awarded RSUs which vest over the course of three years from the anniversary of the establishment of the plan and are not subject to a performance metric. The Company assesses the likelihood of meeting the Adjusted EBITDA financial metric on a quarterly basis and adjusts compensation expense to match expectations. Any related liability is reflected in the line item “Accrued expenses” on the Condensed Consolidated Balance Sheets and any restricted stock unit commitment is reflected in the line item “Additional paid-in capital” on the Condensed Consolidated Balance Sheets.


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Table of Contents

On May 18, 2016, the Company granted RSUs under the 2017/2018 LTIP with a grant date fair value of $2.46 that vests as follows (amounts in thousands):
 
Shares
May 18, 2017
202

May 18, 2018
202

May 18, 2019
209

Total shares granted
613


The following is the vesting schedule of RSUs under each respective LTIP, which vested during the nine-month period ended December 31, 2016 (shares in thousands):
 
 
2016/2017
 
2015/2016
 
2014/2015
Time-based award vested
 
187

 
111

 
130

Performance-based award vested
 

 
103

 
73


Restricted stock activity, excluding the LTIP activity discussed above, for the nine-month period ended December 31, 2016 is as follows (amounts in thousands except fair value):
 
Shares
 
Weighted-
average
Fair Value on
Grant Date
Non-vested restricted stock at March 31, 2016
1,430

 
$
3.51

Granted
381

 
4.82

Vested
(328
)
 
3.06

Forfeited
(20
)
 
3.19

Non-vested restricted stock at December 31, 2016
1,463

 
$
5.21

 
The compensation expense associated with stock-based compensation for the quarters ended December 31, 2016 and 2015 is recorded on the Condensed Consolidated Statements of Operations as follows (amounts in thousands):
 
Quarter Ended December 31, 2016
 
Quarter Ended December 31, 2015
 
Stock 
Options
 
Restricted 
Stock
 
LTIPs
 
Stock 
Options
 
Restricted 
Stock
 
LTIPs
Cost of sales
$
3

 
$
127

 
$
178

 
$
11

 
$
130

 
$
127

Selling, general and administrative expenses
4

 
379

 
402

 
11

 
340

 
474

Research and development

 
5

 
41

 
1

 
6

 
54

Total
$
7

 
$
511

 
$
621

 
$
23

 
$
476

 
$
655


The compensation expense associated with stock-based compensation for the nine-month periods ended December 31, 2016 and 2015 is recorded on the Condensed Consolidated Statements of Operations as follows (amounts in thousands):
 
Nine-Month Period Ended December 31, 2016
 
Nine-Month Period Ended December 31, 2015
 
Stock 
Options
 
Restricted 
Stock
 
LTIPs
 
Stock 
Options
 
Restricted 
Stock
 
LTIPs
Cost of sales
$
21

 
$
415

 
$
557

 
$
72

 
$
444

 
$
624

Selling, general and administrative expenses
20

 
1,072

 
1,232

 
79

 
1,033

 
1,365

Research and development
1

 
15

 
138

 
4

 
17

 
123

Total
$
42

 
$
1,502

 
$
1,927

 
$
155

 
$
1,494

 
$
2,112


In the “Operating activities” section of the Condensed Consolidated Statements of Cash Flows, stock-based compensation expense was treated as an adjustment to Net income (loss) for the quarters and nine-month periods ended

23

Table of Contents

December 31, 2016, and 2015. Sixteen thousand stock options were exercised in the nine-month periods ended December 31, 2016 and no stock options were exercised in the nine-month periods ended December 31, 2015.

Note 10. Income Taxes
 
During the quarter ended December 31, 2016, the Company recognized $1.8 million of income tax expense, comprised of $1.7 million of income tax expense related to foreign operations and $0.1 million of state income tax expense. During the nine-month period ended December 31, 2016, the Company recognized $4.4 million of income tax expense, comprised of $4.3 million of income tax expense related to foreign operations and $0.1 million of state income tax expense.

During the quarter ended December 31, 2015, the Company recognized $2.8 million of income tax expense from foreign operations. During the nine-month period ended December 31, 2015, the Company recognized $4.0 million of income tax expense, comprised of $4.4 million from foreign operations, $0.6 million of income tax benefit due to the reduction in the U.S. valuation allowance associated with the acquisition of IntelliData, Inc., and $0.2 million of state income tax expense.
  
There was no U.S. federal income tax benefit from net operating losses for the quarter and nine-month periods ended December 31, 2016 and 2015 due to a valuation allowance recorded on deferred tax assets. 

Note 11. Basic and Diluted Net Income (Loss) Per Common Share
 
The following table presents basic earnings per share (“EPS”) and diluted EPS (amounts in thousands, except per share data):
 
Quarters Ended December 31,
 
Nine-Month Periods Ended 
 December 31,
 
2016
 
2015
 
2016
 
2015
Numerator:
 

 
 

 
 
 
 
Net income (loss)
$
12,278

 
$
(8,600
)
 
$
(4,925
)
 
$
(38,456
)
Denominator:
 

 
 

 
 
 
 
Weighted-average shares outstanding:
 

 
 

 
 
 
 
Basic
46,606

 
46,081

 
46,469

 
45,953

Assumed conversion of employee stock grants
2,122

 

 

 

Assumed conversion of warrants
6,568

 

 

 

Diluted
55,296

 
46,081

 
46,469

 
45,953

 
 
 
 
 
 
 
 
Net income (loss) per basic share
$
0.26

 
$
(0.19
)
 
$
(0.11
)
 
$
(0.84
)
 
 
 
 
 
 
 
 
Net income (loss) per diluted share
$
0.22

 
$
(0.19
)
 
$
(0.11
)
 
$
(0.84
)
 
Common stock equivalents that could potentially dilute net income (loss) per basic share in the future, but were not included in the computation of diluted earnings per share because the impact would have been anti-dilutive, are as follows (amounts in thousands):
 
Quarters Ended December 31,
 
Nine-Month Periods Ended December 31,
 
2016
 
2015
 
2016
 
2015
Assumed conversion of employee stock grants
800

 
3,257

 
2,760

 
3,247

Assumed conversion of warrants

 
5,168

 
5,913

 
5,261


24