EX-99.2 4 a13-8022_1ex99d2.htm EX-99.2

Exhibit 99.2

 

NEC TOKIN CORPORATION

Interim Condensed Consolidated Financial Statements

As of September 30, 2012 and March 31, 2012, and

For the Six-months period ended September 30, 2012 and 2011

 

UNAUDITED

 

1



 

NEC TOKIN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

SEPTEMBER 30, 2012 AND MARCH 31, 2012

 

 

 

 

 

 

 

Thousands of

 

 

 

 

 

U.S. Dollars

 

 

 

Millions of Yen

 

(note 1)

 

 

 

September 30,
2012

 

March 31,
2012
(Restated – note 1)

 

September 30,
2012

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash on hand and in banks (note 6)

 

5,251

 

14,454

 

56,663

 

Accounts and notes receivable

 

6,731

 

6,338

 

72,634

 

Inventories (note 2)

 

5,926

 

5,280

 

63,947

 

Deferred income taxes

 

84

 

100

 

906

 

Other current assets

 

1,842

 

944

 

19,878

 

Allowance for doubtful accounts

 

(22

)

(23

)

(237

)

Total current assets

 

19,812

 

27,093

 

213,791

 

Property, plant and equipment

 

109,808

 

106,028

 

1,184,936

 

Less: Accumulated depreciation

 

(83,812

)

(85,207

)

(904,414

)

Property, plant and equipment, net

 

25,996

 

20,821

 

280,522

 

Investments and other non-current assets:

 

 

 

 

 

 

 

Investments and other non-current assets

 

3,649

 

3,625

 

39,377

 

Deferred income taxes

 

43

 

32

 

464

 

Allowance for doubtful accounts

 

(1

)

(1

)

(11

)

Total investments and other non-current assets

 

3,691

 

3,656

 

39,830

 

Total assets

 

49,499

 

51,570

 

534,143

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts and notes payable

 

5,234

 

5,736

 

56,480

 

Short-term borrowings

 

25,337

 

24,350

 

273,411

 

Current installments of long-term debt

 

87

 

455

 

939

 

Accrued expenses

 

1,333

 

1,234

 

14,384

 

Income taxes payable

 

216

 

276

 

2,331

 

Other current liabilities

 

5,819

 

5,339

 

62,793

 

Total current liabilities

 

38,026

 

37,390

 

410,338

 

Long-term liabilities:

 

 

 

 

 

 

 

Long-term debt, excluding current installments

 

971

 

401

 

10,478

 

Provision for retirement benefits

 

4,563

 

5,550

 

49,239

 

Deferred income taxes

 

1,596

 

1,862

 

17,222

 

Other non-current liabilities

 

1,240

 

1,274

 

13,382

 

Total long-term liabilities

 

8,370

 

9,087

 

90,321

 

Total liabilities

 

46,396

 

46,477

 

500,659

 

Shareholders’ equity:

 

 

 

 

 

 

 

Capital stock

 

 

 

 

 

 

 

Common stock, no par value (1,100,000 thousands shares authorized and 265,516 thousand shares issued and outstanding)

 

31,990

 

31,990

 

345,203

 

Convertible preferred stock, no par value (300,000 thousands shares authorized, 270,934 thousand shares issued and outstanding)

 

 

 

 

Capital surplus

 

30,063

 

30,063

 

324,409

 

Accumulated deficit

 

(55,171

)

(54,335

)

(595,349

)

Accumulated other comprehensive loss

 

(3,779

)

(2,625

)

(40,779

)

Total shareholders’ equity

 

3,103

 

5,093

 

33,484

 

Total liabilities and shareholders’ equity

 

49,499

 

51,570

 

534,143

 

 

See accompanying notes to unaudited condensed consolidated financial statements

 

2



 

NEC TOKIN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

SIX MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

 

 

 

Six months ended September 30

 

 

 

Millions of Yen

 

Thousands of
U.S. Dollars
(note 1)

 

 

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

 

Net sales

 

20,350

 

31,250

 

219,596

 

Cost of sales

 

(17,812

)

(27,009

)

(192,209

)

Selling, general and administrative expenses (note 3)

 

(4,441

)

(5,527

)

(47,923

)

Operating loss

 

(1,903

)

(1,286

)

(20,536

)

Other income (expenses) (note 4)

 

 

 

 

 

 

 

Interest income

 

18

 

15

 

194

 

Interest expense

 

(79

)

(164

)

(852

)

Natural disaster related settlement received from insurance company

 

1,033

 

 

11,147

 

Other income (expense), net

 

145

 

(347

)

1,565

 

Loss before income taxes

 

(786

)

(1,782

)

(8,482

)

Provision for income taxes

 

(52

)

(283

)

(561

)

Net loss

 

(838

)

(2,065

)

(9,043

)

 

 

 

 

 

 

 

 

 

 

Yen

 

U.S. Dollars
(note 1)

 

Net loss per share (note 5)

 

(3.16

)

(7.78

)

(0.03

)

 

See accompanying notes to unaudited condensed consolidated financial statements

 

3



 

NEC TOKIN CORPORATION AND SUBSIDIARIES

 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

 

 

 

Six months ended September 30

 

 

 

Millions of Yen

 

Thousands of
U.S. Dollars
(note 1)

 

 

 

2012

 

2011

 

2012

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Loss before income taxes

 

(786

)

(1,782

)

(8,482

)

Adjustments to reconcile loss before income taxes to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation

 

2,153

 

2,567

 

23,233

 

Loss on impairment of long-lived assets

 

14

 

2

 

151

 

Equity earnings from investments in affiliates

 

(120

)

(191

)

(1,295

)

Foreign currency exchange loss

 

(1,180

)

(39

)

(12,733

)

Income taxes-paid

 

(405

)

(524

)

(4,370

)

Changes in operating assets and liabilities

 

(5,841

)

219

 

(63,030

)

Other, net

 

193

 

143

 

2,082

 

Net cash provided by (used in) operating activities

 

(5,972

)

395

 

(64,444

)

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

(4,697

)

(3,512

)

(50,686

)

Proceeds from sales of property, plant and equipment

 

10

 

69

 

108

 

Purchase of software

 

(168

)

(184

)

(1,813

)

Proceeds from time deposits

 

 

(21

)

 

Payments of time deposits

 

21

 

40

 

227

 

Net cash used in investing activities

 

(4,834

)

(3,608

)

(52,164

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Increase in short-term borrowings, net

 

1,640

 

1,931

 

17,697

 

Proceeds from issuance of long-term debt

 

632

 

759

 

6,820

 

Payments of long-term debt

 

(411

)

(536

)

(4,435

)

Repayment of capital lease obligation

 

(56

)

(55

)

(604

)

Net cash provided by financing activities

 

1,805

 

2,099

 

19,478

 

Effect of exchange rate changes on cash and cash equivalents

 

(183

)

(231

)

(1,974

)

Net decrease in cash and cash equivalents

 

(9,184

)

(1,345

)

(99,104

)

Cash and cash equivalents at beginning of period

 

14,419

 

3,900

 

155,595

 

Cash and cash equivalents at end of period (note 6)

 

5,235

 

2,555

 

56,491

 

 

See accompanying notes to unaudited condensed consolidated financial statements

 

4



 

1. Basis of Presenting Unaudited Condensed Consolidated Financial Statements

 

The condensed consolidated financial statements as of and for the six months ended September 30, 2012 and 2011 contained herein are unaudited and have been prepared from the books and records of NEC TOKIN Corporation and its subsidiaries (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 Accounting Standard for Quarterly Financial Reporting in Japan, 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 generally accepted accounting principles in Japan. The March 31, 2012 condensed consolidated balance sheet was derived from audited consolidated financial statements of the Company.  Although the Company believes that 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 for the fiscal year ended March 31, 2012.

 

Net sales and operating results for the six months ended September 30, 2012 are not necessarily indicative of the results to be expected for the full year. 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.

 

The significant accounting policies followed by the Company, including changes, are presented in the Company’s audited financial statements and notes for the fiscal year ended March 31, 2012, except for accounting procedures specific to the preparation of quarterly condensed consolidated financial statements.

 

On March 12, 2012 the Company entered into a stock purchase agreement (“Stock Purchase Agreement”) to issue 276.4 million new shares of common stock, representing a 34% and 51% post acquisition capital stock interest and common stock voting interest, respectively, to KEMET Electronics Corporation (“KEC”), a wholly owned subsidiary of KEMET Corporation, for cash consideration of US$ 50 million.  The transaction was completed on February 1, 2013.  The accompanying unaudited condensed consolidated financial statements of the Company do not reflect any adjustments to the assets and liabilities that might subsequently be necessary as a result of this transaction.

 

Change in Significant Accounting Policies

 

As more fully described in the Company’s audited consolidated financial statements and note 2(5)(a) for the year ended March 31, 2012, beginning April 1, 2011, the Company changed its method of deprecation to use the straight line method for all property, plant and equipment.  The changes in depreciation method and revision of useful lives of some assets had caused decreases in depreciation expense, operating loss, loss before income taxes and net loss by 72 million yen for the six months ended September 30, 2011 compared to the previous fiscal period.

 

Accounting procedures specific to the preparation of quarterly consolidated financial statements:

 

Calculation of tax expenses:

 

After adjustment on individual significant items, tax expenses are calculated by multiplying income before income taxes by effective tax rate, which is estimated reasonably by using tax effect accounting for the six months ending September 30, 2011 and 2012.

 

The condensed consolidated financial statements are stated in Japanese yen, the currency of the country in which the Company is incorporated and operates. The translations of Japanese yen amounts into U.S. dollar amounts are unaudited and are included solely for the convenience of readers and have been made at the rate of 92.67 yen to 1 U.S. dollar, the approximate rate of exchange rate at March 1, 2013. Such translations should not be construed as representations that the Japanese yen amounts could be converted into U.S. dollars at that or any other rate.

 

The Company has restated its previously issued consolidated financial statements as of and for the year ended March 31, 2012 prepared in accordance with the Companies Act of Japan (“Japanese GAAP”) to correct certain misstatements identified subsequent to the issuance of such statutory report prepared in Japanese.  Such adjustments resulted in an increase in accumulated deficit by 611 million yen, a decrease in accumulated other comprehensive loss by 77 million yen and a decrease in accounts and notes receivable by 534 million yen at March 31, 2012.

 

5



 

2. Inventories

 

Inventories consist of the following as of September 30, 2012 and March, 2012:

 

 

 

Millions of Yen

 

Thousands of
U.S. Dollars
(note 1)

 

 

 

September 30,
2012

 

March 31,
2012

 

September 30,
2012

 

Raw materials

 

1,836

 

1,654

 

19,812

 

Work in process

 

1,611

 

1,555

 

17,384

 

Finished goods

 

2,215

 

1,824

 

23,902

 

Supplies

 

264

 

247

 

2,849

 

Total

 

5,926

 

5,280

 

63,947

 

 

3. Research and Development Expenses

 

Research and development expenses for the six months ended September 30, 2012 and 2011 are as follows:

 

 

 

Six months ended September 30

 

 

 

Millions of Yen

 

Thousands of
U.S. Dollars
(note 1)

 

 

 

2012

 

2011

 

2012

 

Research and development expenses (included in selling, general and administrative expenses)

 

622

 

849

 

6,712

 

 

4. Other Income (Expenses)

 

Natural disaster related settlement received from insurance company

 

NEC Tokin Electronics (Thailand) Co., Ltd., a manufacturing subsidiary in Thailand suffered great damages from a deluge in the year ended March 31, 2012.  Natural disaster related settlement received from insurance company of 1,033 million yen for the six months ended September 30, 2012 was insurance proceeds on the deluge losses.

 

5. Net loss per Share

 

Net loss per share is computed based on the weighted-average number of common shares outstanding during the years. The Company issued convertible preferred stock on March 12, 2012, which is potentially convertible to 270,934 thousand shares of common stock.  However, as the Company recorded a loss for the six months ended September 30, 2011 and September 30, 2012, diluted net loss per share is not disclosed.

 

6. Supplemental Information to Consolidated Statement of Cash Flows

 

Cash and cash equivalents at September 30, 2012 for statement of cash flow purposes are reconciled to the amounts reported in the condensed consolidated balance sheet as follows:

 

 

 

September 30, 2012

 

 

 

Millions of Yen

 

Thousands of
U.S. Dollars
(note 1)

 

Cash on hand and in banks

 

5,251

 

56,663

 

Time deposits with maturities of more than three months

 

(16

)

(172

)

Cash and cash equivalents

 

5,235

 

56,491

 

 

6



 

7.   Significant Differences Between Japanese GAAP and U.S. Generally Accepted Accounting Principles (“U.S. GAAP”)

 

Japanese GAAP differs in certain respects from U.S. GAAP. The significant differences between Japanese GAAP and U.S. GAAP as they pertain to the Group are described below, which also includes unaudited reconciliations of net loss and shareholders’ equity under Japanese GAAP with the corresponding amounts under U.S. GAAP, along with unaudited summary condensed consolidated statements of comprehensive loss, unaudited summary condensed consolidated balance sheets, and summary unaudited condensed consolidated statements of changes in shareholders’ equity under U.S. GAAP.

 

Net loss reconciliations (Unaudited)

 

 

 

Six months ended September 30

 

 

 

Millions of Yen

 

Thousands of
U.S. Dollars
(note 1)

 

 

 

2012

 

2011

 

2012

 

Net loss under Japanese GAAP

 

(838

)

(2,065

)

(9,043

)

U.S. GAAP adjustments:

 

 

 

 

 

 

 

Depreciation of property, plant and equipment

 

97

 

(329

)

1,047

 

Impairment loss on long-lived assets

 

(135

)

 

(1,457

)

Employees’ retirement benefits

 

283

 

276

 

3,054

 

Accrued vacation

 

74

 

 

799

 

Loss contingency on guarantee fee /Restructuring reserves

 

(148

)

(112

)

(1,597

)

Other

 

(38

)

20

 

(411

)

Income tax adjustments

 

(24

)

212

 

(259

)

Net loss under U.S. GAAP

 

(729

)

(1,998

)

(7,867

)

 

For details of the reconciliation items between Japanese GAAP and U.S. GAAP, refer to note 12 of the consolidated financial statements for the fiscal year ended March 31, 2012.

 

Net loss per share under U.S. GAAP (Unaudited)

 

 

 

Six months ended September 30

 

 

 

Yen (except shares outstanding)

 

U.S. Dollars
(note 1)

 

 

 

2012

 

2011

 

2012

 

Net loss attributable to the Company’s common shareholders — basic

 

(2.75

)

(7.52

)

(0.03

)

Net loss attributable to the Company’s common shareholders — diluted

 

(2.75

)

(7.52

)

(0.03

)

Weighted average shares outstanding - basic and diluted (in thousands)

 

265,516

 

265,516

 

 

 

The potential common stocks upon conversion of the convertible preferred stock of 270,934 thousand shares issued March 12, 2012, was excluded from the computation of diluted net loss per share, as including such potentially dilutive shares would have an anti-dilutive effect to the net loss per share as the Group recorded a net loss for the six months ended September 30, 2012.  Such convertible preferred stock is considered a participating security under U.S. GAAP.  However, because there is no contractual obligation for the preferred shareholders’ to fund losses of the Company, such losses have not been allocated to the preferred shareholders for purposes of determining basic net loss per share attributable to common shareholders.

 

For details of the reconciliation items between Japanese GAAP and U.S. GAAP, refer to note 12 to the consolidated financial statements for the fiscal year ended March 31, 2012.

 

7



 

Summary U.S. GAAP condensed consolidated statements of comprehensive loss (Unaudited)

 

 

 

Six months ended September 30

 

 

 

Millions of Yen

 

Thousands of
U.S. Dollars
(note 1)

 

 

 

2012

 

2011

 

2012

 

Net loss under U.S. GAAP

 

(729

)

(1,998

)

(7,867

)

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

Unrealized gain (loss) on securities

 

(27

)

30

 

(291

)

Foreign currency translation

 

(1,164

)

(1,453

)

(12,560

)

Comprehensive loss under U.S. GAAP

 

(1,920

)

(3,421

)

(20,718

)

 

For details of the reconciliation items between Japanese GAAP and U.S. GAAP, refer to note 12 of the consolidated financial statements for the fiscal year ended March 31, 2012.

 

Shareholders’ equity reconciliations (Unaudited)

 

 

 

Millions of Yen

 

Thousands of
U.S. Dollars
(note 1)

 

 

 

September 30,
2012

 

March 31,
2012

 

September 30,
2012

 

Shareholders’ equity under Japanese GAAP

 

3,103

 

5,093

 

33,484

 

U.S. GAAP adjustments:

 

 

 

 

 

 

 

Business combination related adjustments

 

1,268

 

1,317

 

13,683

 

Accumulated depreciation

 

1,034

 

925

 

11,158

 

Carrying value adjustments due to reversal of impairment loss on long-lived assets

 

1,678

 

1,813

 

18,107

 

Employees’ retirement benefits

 

(2,965

)

(3,249

)

(31,995

)

Accrued vacation

 

(328

)

(402

)

(3,539

)

Loss contingency on guarantee fee / Restructuring liabilities

 

15

 

162

 

162

 

Other

 

91

 

133

 

981

 

Deferred income tax adjustments

 

(789

)

(765

)

(8,514

)

Shareholders’ equity under U.S. GAAP

 

3,107

 

5,027

 

33,527

 

 

For details of the reconciliation items between Japanese GAAP and U.S. GAAP, refer to note 12 of the consolidated financial statements for the fiscal year ended March 31, 2012.

 

Summary U.S. GAAP condensed consolidated statements of changes in shareholders’ equity (Unaudited)

 

 

 

Six months ended September 30

 

 

 

Millions of Yen

 

Thousands of
U.S. Dollars
(note 1)

 

 

 

2012

 

2011

 

2012

 

Shareholders’ equity at beginning of period

 

5,027

 

6,662

 

54,245

 

Total comprehensive loss

 

(1,920

)

(3,421

)

(20,718

)

Shareholders’ equity at ending of period

 

3,107

 

3,241

 

33,527

 

 

For details of the reconciliation items between Japanese GAAP and U.S. GAAP, refer to note 12 of the consolidated financial statements for the fiscal year ended March 31, 2012.

 

8



 

Summary U.S. GAAP Consolidated Balance Sheets (Unaudited)

 

 

 

Millions of Yen

 

(Unaudited)
Thousands of
U.S. Dollars
(note 1)

 

 

 

September 30,
2012

 

March 31,
2012

 

September 30,
2012

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash on hand and in banks

 

5,249

 

14,396

 

56,642

 

Accounts and notes receivable, net

 

6,633

 

6,225

 

71,577

 

Inventories

 

6,031

 

5,435

 

65,080

 

Other current assets

 

1,875

 

1,050

 

20,233

 

Total current assets

 

19,788

 

27,106

 

213,532

 

Property, plant and equipment, net

 

30,102

 

25,001

 

324,830

 

Total investments and other non-current assets

 

3,715

 

3,695

 

40,088

 

Total assets

 

53,605

 

55,802

 

578,450

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Short term borrowings and current installments of long-term debt

 

25,425

 

24,806

 

274,361

 

Other current liabilities

 

12,995

 

12,873

 

140,229

 

Total current liabilities

 

38,420

 

37,679

 

414,590

 

Long-term debt, excluding current installments

 

971

 

401

 

10,478

 

Provisions for retirement benefits

 

7,528

 

8,799

 

81,234

 

Deferred income tax liabilities

 

2,338

 

2,623

 

25,229

 

Other non-current liabilities

 

1,241

 

1,273

 

13,392

 

Total liabilities

 

50,498

 

50,775

 

544,923

 

Shareholders’ equity:

 

 

 

 

 

 

 

Capital stock

 

31,990

 

31,990

 

345,203

 

Capital surplus

 

62,281

 

62,281

 

672,073

 

Accumulated deficit

 

(86,012

)

(85,283

)

(928,154

)

Accumulated other comprehensive loss

 

(5,152

)

(3,961

)

(55,595

)

Total shareholders’ equity

 

3,107

 

5,027

 

33,527

 

Total liabilities and shareholders’ equity

 

53,605

 

55,802

 

578,450

 

 

Cash flows reconciliation (Unaudited)

 

There were no significant differences between Japanese GAAP and U.S. GAAP for purposes of presenting or reconciling the statement of cash flows for the six months ended September 30, 2012 and 2011.

 

9