EX-99.3 5 a13-8022_1ex99d3.htm EX-99.3

Exhibit 99.3

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

The following unaudited pro forma condensed combined financial statements are presented in accordance with U.S. GAAP and have been derived by applying pro forma adjustments to the historical combined financial statements of KEMET Corporation (“KEMET” or the “Company”). The following unaudited pro forma condensed combined financial statements give effect to the following transactions, as if they occurred on April 1, 2011 for the unaudited pro forma condensed consolidated statements of operations (for the fiscal year ended March 31, 2012 and the six-month period ended September 30, 2012) and as if they occurred on September 30, 2012 for the unaudited pro forma condensed consolidated balance sheet (as of September 30, 2012):

 

·                                          the acquisition by KEMET Electronics Corporation (“KEC”), a wholly-owned subsidiary of the Company, of a 34% economic interest (51% voting interest) in NEC TOKIN Corporation (“NEC TOKIN”), a manufacturer of tantalum capacitors, electro-magnetic, electro-mechanical, access devices and piezoelectric ceramics from NEC Corporation of Japan (“NEC”) in exchange for cash consideration of $50.0 million (the “NEC TOKIN Investment”); and

 

·                                          KEC’s contemporaneous entry into an options agreement with NEC pursuant to which (i) KEC acquired certain option rights to acquire additional economic and/or voting interests in NEC TOKIN (the “Call Options”) and (ii) NEC acquired certain option rights to put its remaining voting and economic interests in NEC TOKIN to KEC (the “Put Option”).

 

The NEC TOKIN Investment will be accounted for as an equity method investment under the provisions of Accounting Standards Codification (“ASC”) 323, “Investments — Equity Method and Joint Ventures,” (“ASC 323”). The equity method of accounting is based on ASC 323 and uses the fair value concepts defined in ASC 820, “Fair Value Measurement” (“ASC 820”). ASC 323 requires, among other things, the measurement of the equity method investment initially at cost in accordance with ASC 805, “Business Combinations.” Under ASC 323, the difference between the cost of an investment and the amount of underlying equity in net assets of an investee shall be accounted for as if the investee were a consolidated subsidiary. Under the equity method, an investor shall recognize its share of the earnings or losses of an investee in the periods for which they are reported by the investee in its financial statements rather than in the period in which an investee declares a dividend. An investor shall adjust the carrying amount of an investment for its share of the earnings or losses of the investee after the date of investment and shall report the recognized earnings or losses in income. An investor’s share of the earnings or losses of an investee shall be based on the shares of common stock and in-substance common stock held by that investor. The amount of the adjustment of the carrying amount shall be included in the determination of net income by the investor, and such amount shall reflect adjustments similar to those made in preparing consolidated statements.

 

The unaudited pro forma condensed combined financial statements reflect the application of pro forma adjustments that are preliminary and are based upon available information and certain assumptions, described in the accompanying notes thereto, that management believes are reasonable under the circumstances. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements have been prepared by management and are not necessarily indicative of the financial position or results of operations that would have been realized had the transactions occurred as of the dates indicated, nor is it meant to be indicative of any anticipated financial position or future results of operations that KEMET will experience going forward.

 

The following unaudited pro forma condensed combined balance sheet as of September 30, 2012 and unaudited pro forma condensed combined statement of operations for the six months ended September 30, 2012, are based upon and derived from and should be read in conjunction with the historical unaudited financial statements of KEMET and historical unaudited financial statements of NEC TOKIN.  The following unaudited pro forma condensed combined statement of operations for the fiscal year ended March 31, 2012 is based upon and derived from and should be read in conjunction with the historical audited financial statements of KEMET and NEC TOKIN. The audited combined historical financial statements of KEMET as of March 31, 2012 and for the fiscal year ended March 31, 2012, are included in its Annual Report on Form 10-K. The unaudited combined historical financial statements of KEMET as of September 30, 2012 and for the six months ended September 30, 2012, are included in its Quarterly Report on Form 10-Q.

 

The audited consolidated historical financial statements of NEC TOKIN as of March 31, 2012 and for the year ended March 31, 2012, prepared in accordance with Japanese GAAP, including a reconciliation to U.S. GAAP, are

 



 

included herein. The unaudited consolidated historical financial statements of NEC TOKIN as of September 30, 2012 and for the six month periods ended September 30, 2012 and 2011, prepared in accordance with Japanese GAAP, including a reconciliation to U.S. GAAP, are included herein.

 

The following pro forma adjustments include amounts translated from Japanese Yen to U.S. dollars, using the following exchange rates:

 

 

 

Japanese Yen to
U.S. Dollar
Exchange Rate

 

February 1, 2013

 

0.0108

 

September 30, 2012

 

0.0128

 

Six month period ended September 30, 2012

 

0.0126

 

Year ended March 31, 2012

 

0.0127

 

 

2



 

KEMET CORPORATION AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Balance Sheet

as of September 30, 2012

(Amounts in thousands except per share data)

 

 

 

Equity Investment in

 

 

 

Historical

 

NEC TOKIN

 

Pro Forma

 

 

 

KEMET

 

(Note 1)

 

Consolidated

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

160,495

 

$

(54,481

)(a)

$

106,014

 

Accounts receivables, net

 

99,160

 

 

99,160

 

Inventories, net

 

224,773

 

 

224,773

 

Prepaid expenses and other

 

41,041

 

 

41,041

 

Deferred income taxes

 

5,658

 

 

5,658

 

Total current assets

 

531,127

 

(54,481

)

476,646

 

Property, plant and equipment, net of accumulated depreciation of $773,184

 

316,182

 

 

316,182

 

Goodwill

 

35,584

 

 

35,584

 

Intangible assets, net

 

40,102

 

 

40,102

 

Investment in NEC TOKIN

 

 

54,481

(a)

54,481

 

Options to acquire remaining interest in NEC TOKIN

 

 

 

 

Other assets

 

17,802

 

 

17,802

 

Total assets

 

$

940,797

 

$

 

$

940,797

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

1,576

 

$

 

$

1,576

 

Accounts payable

 

82,156

 

 

82,156

 

Accrued expenses

 

88,623

 

 

88,623

 

Income taxes payable

 

622

 

 

622

 

Total current liabilities

 

172,977

 

 

172,977

 

Long-term debt, less current portion

 

359,621

 

 

359,621

 

Other non-current obligations

 

90,098

 

 

90,098

 

NEC put option

 

 

 

 

Deferred income taxes

 

4,788

 

 

4,788

 

 

 

 

 

 

 

 

 

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 September 30, 2012

 

465

 

 

465

 

Additional paid-in capital

 

466,906

 

 

466,906

 

Retained deficit

 

(123,727

)

 

(123,727

)

Accumulated other comprehensive income

 

6,658

 

 

6,658

 

Treasury stock, at cost (1,600 shares at September 30, 2012)

 

(36,989

)

 

$

(36,989

)

Total stockholders’ equity

 

313,313

 

 

313,313

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

940,797

 

$

 

$

940,797

 

 

See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

3



 

KEMET CORPORATION AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Statement of Operations

for the Six Months Ended September 30, 2012

(Amounts in thousands except per share data)

 

 

 

Historical
KEMET

 

Equity
Investment in
NEC TOKIN
(Note 1)

 

Pro Forma
Consolidated

 

Net sales

 

$

439,623

 

$

 

$

439,623

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

Cost of sales

 

374,374

 

 

374,374

 

Selling, general and administrative expenses

 

55,238

 

 

55,238

 

Research and development

 

14,566

 

 

14,566

 

Restructuring charges

 

9,786

 

 

9,786

 

Goodwill impairment

 

1,092

 

 

1,092

 

Write down of long-lived assets

 

4,234

 

 

4,234

 

Settlement gain on benefit plan

 

(1,675

)

 

(1,675

)

Net loss on sales and disposals of assets

 

73

 

 

73

 

Total operating costs and expenses

 

457,688

 

 

457,688

 

 

 

 

 

 

 

 

 

Operating loss

 

(18,065

)

 

(18,065

)

 

 

 

 

 

 

 

 

Other (income) expense:

 

 

 

 

 

 

 

Interest income

 

(57

)

 

(57

)

Interest expense

 

20,593

 

 

20,593

 

Other (income) expense, net

 

515

 

 

515

 

 

 

 

 

 

 

 

 

Loss before income taxes and equity loss from NEC TOKIN

 

(39,116

)

 

(39,116

)

Income tax expense

 

3,558

 

 

3,558

 

Loss before equity loss from NEC TOKIN

 

(42,674

)

 

(42,674

)

Equity loss from NEC TOKIN

 

 

(4,519

)(b)

(4,519

)

Net loss

 

$

(42,674

)

$

(4,519

)

$

(47,193

)

 

 

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

Basic

 

$

(0.95

)

 

 

(1.05

)

Diluted

 

$

(0.95

)

 

 

(1.05

)

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

 

 

 

 

 

 

Basic

 

44,860

 

 

 

44,860

 

Diluted

 

44,860

 

 

 

44,860

 

 

 

 

 

 

 

 

 

 

See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

4



 

KEMET CORPORATION AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Income Statement

for the Year Ended March 31, 2012

(Amounts in thousands except per share data)

 

 

 

Historical 
KEMET

 

Equity 
Investment in 
NEC TOKIN 
(Note 1)

 

Pro Forma 
Consolidated

 

Net sales

 

$

984,833

 

$

 

$

984,833

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

Cost of sales

 

775,670

 

 

775,670

 

Selling, general and administrative expenses

 

111,564

 

 

111,564

 

Research and development

 

29,440

 

 

29,440

 

Restructuring charges

 

14,254

 

 

14,254

 

Write down of long-lived assets

 

15,786

 

 

15,786

 

Net loss on sales and disposals of assets

 

318

 

 

318

 

Total operating costs and expenses

 

947,032

 

 

947,032

 

 

 

 

 

 

 

 

 

Operating income

 

37,801

 

 

37,801

 

 

 

 

 

 

 

 

 

Other (income) expense:

 

 

 

 

 

 

 

Interest income

 

(175

)

 

(175

)

Interest expense

 

28,567

 

 

28,567

 

Other (income) expense, net

 

965

 

 

965

 

Income before income taxes and equity loss from NEC TOKIN

 

8,444

 

 

8,444

 

Income tax expense

 

1,752

 

 

1,752

 

Loss before equity loss from NEC TOKIN

 

6,692

 

 

6,692

 

Equity loss from NEC TOKIN

 

 

(5,161

)(c)

(5,161

)

Net income (loss)

 

$

6,692

 

$

(5,161

)

$

1,531

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

Basic

 

$

0.15

 

 

 

0.04

 

Diluted

 

$

0.13

 

 

 

0.03

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

 

 

 

 

 

 

Basic

 

43,285

 

 

 

43,285

 

Diluted

 

52,320

 

 

 

52,320

 

 

See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

5



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1. The NEC TOKIN Investment

 

On March 12, 2012, KEMET Electronics Corporation (“KEC”), a wholly-owned subsidiary of KEMET Corporation (“KEMET” or the “Company”) entered into an agreement (the “Purchase Agreement”) to acquire a 34% economic interest with a 51% voting interest in NEC TOKIN, for cash consideration of $50.0 million, excluding transaction-related costs of $4.5 million for a total investment of $54.5 million.

 

The investment in NEC TOKIN will be accounted for under the equity method of accounting with the net assets acquired in the purchase forming the basis of the Company’s investment in NEC TOKIN. The difference between the Company’s acquired net assets and its 34% basis in the total historical net assets of NEC TOKIN is required to be allocated to the fair value of the net assets acquired to determine the amount of income from the equity method investment.

 

As part of the NEC TOKIN Investment, KEC and NEC entered into an agreement in which KEC acquired two call options that gives KEC the right, but not the obligation, to purchase additional shares of NEC TOKIN at future dates. In addition, NEC acquired a put option that allows NEC to require KEC to purchase the remaining outstanding shares of NEC TOKIN at future dates from its other shareholders if certain conditions, as described in the agreement, are met. At the time of filing this pro forma financial information, the assessment of the fair value of these options was incomplete. Therefore, no pro forma adjustments related to the fair value of these options have been reflected in the pro forma balance sheet or statements of operations. The assessment of fair value for the options will be reported in KEMET’s upcoming Form-10K filing for the year ended March 31, 2013.

 

We have made a preliminary allocation of the aggregate purchase price, which is based upon estimates that we believe are reasonable and are subject to revision as additional information becomes available. The preliminary purchase price allocation is detailed as follows (in thousands except exchange rate and average useful lives):

 

 

 

 

 

 

 

Average
useful
life in
years

 

Impact to equity in
loss of NEC TOKIN
for the six month
period ended
September 30, 2012

 

Impact to equity
in loss of NEC
TOKIN for the
year ended
March 31, 2012

 

Purchase price:

 

 

 

$

54,481

(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NEC TOKIN net assets on 1/31/13 in Japanese Yen

 

5,600,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange rate to USD

 

0.0108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NEC TOKIN Net assets in USD

 

$

60,480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: KEMET investment 34%

 

 

 

$

20,563

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value to be allocated

 

 

 

$

33,918

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocation:

 

 

 

 

 

 

 

 

 

 

 

Fixed Assets

 

 

 

$

(9,908

)

13

 

$

(381

)

$

(762

)

Technology

 

 

 

12,000

 

10

 

600

 

1,200

 

Customer Relationships

 

 

 

3,000

 

8

 

188

 

375

 

Inventory

 

 

 

1,724

 

 

 

1,724

 

1,724

 

Deferred taxes at 35%

 

 

 

(2,474

)(d)

 

 

(773

)

(921

)

Goodwill

 

 

 

29,576

 

 

 

 

 

Total

 

 

 

$

33,918

 

 

 

$

(1,358

)

$

(1,616

)

 

The following pro forma adjustments give effect to the unaudited pro forma condensed combined statements of operations for the six months ended September 30, 2012 and the year ended March 31, 2012, and the unaudited pro forma condensed combined balance sheet as March 31, 2012 as if the NEC TOKIN Investment occurred on April 1, 2011 for the statements of operations and September 30, 2012 for the balance sheet:

 


(a)   This adjustment reflects payment of $54.5 million for the investment in NEC TOKIN, which includes $50 million of cash consideration plus approximately $4.5 million in transaction expenses.  Expenses include fees for legal, accounting, due diligence, investment banking and other various services necessary to complete the transactions.

 

6



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

(b) These adjustments reflect the recognition of KEMET’s equity (through KEC) in NEC Tokin’s loss for the six month period ended September 30, 2012 as follows (in thousands except percentage):

 

NEC TOKIN loss

 

 

 

(¥729,000 loss at YEN/USD average exchange rate of 0.0126)

 

$

 (9,185

)

 

 

 

 

KEMET’s equity investment in NEC TOKIN

 

34

%

 

 

 

 

KEMET’s equity in loss of NEC TOKIN before adjustments

 

(3,123

)

 

 

 

 

Adjustments for:

 

 

 

Profit in inventory

 

(38

)

Total fair value related adjustments (see table above)

 

(1,358

)

KEMET’s equity in loss of NEC TOKIN

 

$

(4,519

)

 

(c) These adjustments reflect the recognition of KEMET’s equity (through KEC) in NEC Tokin’s loss for the year ended March 31, 2012 as follows (in thousands except percentage):

 

NEC TOKIN loss

 

 

 

(¥821,000 loss at YEN/USD average exchange rate of 0.0127)

 

$

(10,427

)

 

 

 

 

KEMET’s equity investment in NEC TOKIN

 

34

%

 

 

 

 

KEMET’s equity in loss of NEC TOKIN before adjustments

 

(3,545

)

 

 

 

 

Total fair value related adjustments (see table above)

 

(1,616

)

KEMET’s equity in loss of NEC TOKIN

 

$

(5,161

)

 

(d) A deferred tax liability of $2.6 million has been recorded using the blended statutory rate of 36.3% based on the preliminary step-up value of $7.1 million that has been allocated to acquired inventory, fixed assets, and intangible assets.  The unaudited pro forma condensed combined statements of operations reflect the amortization of this deferred tax liability using the blended statutory rate of 36.3%.

 

7