Acquisitions (Tables)

9 Months Ended

Dec. 31, 2017

Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]

Business Acquisition, Pro Forma Information [Table Text Block]

The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of April 1, 2016, or of future consolidated operating results (amounts in thousands, except per share data):



	Quarters Ended December 31,					Nine-Month Periods Ended December 31,
	2017		2016			2017 ⁽¹⁾		2016 ⁽²⁾
Pro forma revenues	$	306,408	$	263,260		$	899,353	$	785,388
Pro forma net income (loss) from continuing operations available to common stockholders	19,009		(4,484		)	44,741		243,746
Pro forma earnings per common share - basic	0.33		(0.10		)	0.87		5.25
Pro forma earnings per common share - diluted	0.32		(0.10		)	0.77		4.51
Pro forma common shares - basic	56,778		46,606			51,340		46,469
Pro forma common shares - diluted	58,937		46,606			58,431		53,990

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⁽¹⁾ The net income for the nine-month period ended December 31, 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 $70.6 million, and the preliminary bargain gain on the acquisition of TOKIN of $66.6 million.

⁽²⁾ The net income for the nine-month period ended December 31, 2016 includes the following: 34% of the preliminary gain on sale of the EMD business of $123.4 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 $68.5 million, and the preliminary bargain gain on the acquisition of TOKIN of $64.6 million.

TOKIN [Member]

Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]

Business Acquisition, Pro Forma Information [Table Text Block]

The following table reflects the preliminary bargain purchase gain resulting from the TOKIN Acquisition (amounts in thousands):



Net consideration transferred	$	150,358
Preliminary fair value of KEMET’s previously held equity interest in TOKIN ⁽¹⁾	205,952
Less: Preliminary fair value of net assets acquired	(422,933		)
Bargain purchase gain	$	(66,623	)

Business Acquisition, Pro Forma Information, Nonrecurring Adjustments [Table Text Block]

The following table shows the preliminary components of the acquisition price: (amounts in thousands):



Upfront cash consideration ⁽¹⁾	$	148,614
Acquisition payable ⁽²⁾	3,144
Indemnity asset⁽³⁾	8,500
Less: Put option ⁽⁴⁾	(9,900		)
Net consideration transferred	$	150,358

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⁽¹⁾ The upfront cash payment is comprised of 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 (using the April 19, 2017 exchange rate of 109.007 Japanese Yen to 1.00 U.S. Dollar), 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 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.

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

The following table presents the preliminary allocations of the aggregate purchase price based on the estimated fair values of the assets and liabilities (amounts in thousands):



	Fair Value
Cash	$	315,743
Accounts Receivable	79,295
Inventory	35,310
Other current assets	20,902
Property, Plant and equipment ⁽¹⁾	154,961
Intangible assets ⁽¹⁾⁽²⁾	33,025
Equity method investments ⁽¹⁾	11,128
Other assets	8,617
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 ⁽¹⁾	(1,419		)
Total net assets acquired	$	422,933

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⁽¹⁾ Amount revised in the third quarter of fiscal year 2018; however, the values are still preliminary.

⁽²⁾ Includes trade name for $8.0 million and products and relationships of $25.0 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 name was valued based on the relief from royalty method and have indefinite remaining useful life. The products and relationships were valued on the excess earnings method and are amortized over 10 years.