Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements The 10.5% Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis by certain of the Company’s 100% owned domestic subsidiaries (“Guarantor Subsidiaries”) and secured by a first priority lien on 51% of the capital stock of certain of our foreign restricted subsidiaries (“Non-Guarantor Subsidiaries”). The Company’s Guarantor Subsidiaries and Non-Guarantor Subsidiaries are not consistent with the Company’s business groups or geographic operations; accordingly, this basis of presentation is not intended to present the Company’s financial condition, results of operations or cash flows for any purpose other than to comply with the specific requirements for subsidiary guarantor reporting. The Company is required to present condensed consolidating financial information in order for the subsidiary guarantors of the Company’s public debt to be exempt from reporting under the Securities Exchange Act of 1934, as amended. Condensed consolidating financial statements for the Company’s Guarantor Subsidiaries and Non-Guarantor Subsidiaries are presented in the following tables (amounts in thousands): Condensed Consolidating Balance Sheet June 30, 2015 (Unaudited) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 640 $ 12,756 $ 17,663 $ — $ 31,059 Accounts receivable, net — 37,048 59,020 — 96,068 Intercompany receivable 318,372 425,919 193,602 (937,893 ) — Inventories, net — 125,324 58,160 — 183,484 Prepaid expenses and other 3,120 22,057 23,751 (2,971 ) 45,957 Deferred income taxes — 3,789 5,593 — 9,382 Total current assets 322,132 626,893 357,789 (940,864 ) 365,950 Property and equipment, net 282 100,061 150,338 — 250,681 Goodwill — 40,294 — — 40,294 Intangible assets, net — 28,471 6,388 — 34,859 Investment in NEC TOKIN — 45,668 — — 45,668 Investments in subsidiaries 373,841 429,862 30,285 (833,988 ) — Restricted cash — 1,846 — — 1,846 Deferred income taxes — 950 4,539 — 5,489 Other assets 3,757 333 918 — 5,008 Long-term intercompany receivable 66,338 40,715 1,088 (108,141 ) — Total assets $ 766,350 $ 1,315,093 $ 551,345 $ (1,882,993 ) $ 749,795 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt $ — $ 4,000 $ 2,000 $ — $ 6,000 Accounts payable 14 37,950 38,841 — 76,805 Intercompany payable 270,404 584,665 82,824 (937,893 ) — Accrued expenses 8,127 19,744 28,660 — 56,531 Income taxes payable and deferred income taxes — 2,971 21 (2,971 ) 21 Total current liabilities 278,545 649,330 152,346 (940,864 ) 139,357 Long-term debt, less current portion 357,280 20,981 12,000 — 390,261 Other non-current obligations — 26,476 55,814 — 82,290 Deferred income taxes — 6,031 1,331 — 7,362 Long-term intercompany payable — 66,338 41,803 (108,141 ) — Stockholders’ equity 130,525 545,937 288,051 (833,988 ) 130,525 Total liabilities and stockholders’ equity $ 766,350 $ 1,315,093 $ 551,345 $ (1,882,993 ) $ 749,795 Condensed Consolidating Balance Sheet (1) March 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 640 $ 33,094 $ 22,628 $ — $ 56,362 Accounts receivable, net — 35,535 55,322 — 90,857 Intercompany receivable 321,233 403,557 195,518 (920,308 ) — Inventories, net — 119,221 52,622 — 171,843 Prepaid expenses and other 3,191 21,134 20,164 (2,986 ) 41,503 Deferred income taxes — 5,031 5,731 — 10,762 Total current assets 325,064 617,572 351,985 (923,294 ) 371,327 Property and equipment, net 293 100,844 148,504 — 249,641 Goodwill — 35,584 — — 35,584 Intangible assets, net — 26,998 6,284 — 33,282 Investment in NEC TOKIN — 45,016 — — 45,016 Investments in subsidiaries 401,062 423,737 30,285 (855,084 ) — Restricted cash — 1,775 — — 1,775 Deferred income taxes — 971 4,140 — 5,111 Other assets 4,088 6,049 919 — 11,056 Long-term intercompany receivable 63,788 39,151 1,088 (104,027 ) — Total assets $ 794,295 $ 1,297,697 $ 543,205 $ (1,882,405 ) $ 752,792 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt $ — $ 500 $ 462 $ — $ 962 Accounts payable 47 36,565 33,173 — 69,785 Intercompany payable 254,852 578,318 87,138 (920,308 ) — Accrued expenses 17,253 16,644 26,559 — 60,456 Income taxes payable and deferred income taxes — 2,928 1,075 (2,986 ) 1,017 Total current liabilities 272,152 634,955 148,407 (923,294 ) 132,220 Long-term debt, less current portion 357,461 20,948 12,000 — 390,409 Other non-current obligations — 2,987 54,144 — 57,131 Deferred income taxes — 7,272 1,078 — 8,350 Long-term intercompany payable — 63,789 40,238 (104,027 ) — Stockholders’ equity 164,682 567,746 287,338 (855,084 ) 164,682 Total liabilities and stockholders’ equity $ 794,295 $ 1,297,697 $ 543,205 $ (1,882,405 ) $ 752,792 (1) Derived from audited financial statements. Condensed Consolidating Statement of Operations For the Quarter Ended June 30, 2015 (Unaudited) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated Net sales $ — $ 221,770 $ 181,600 $ (215,780 ) $ 187,590 Operating costs and expenses: Cost of sales 178 181,514 166,230 (200,045 ) 147,877 Selling, general and administrative expenses 9,816 23,479 12,870 (15,735 ) 30,430 Research and development (119 ) 4,384 2,009 — 6,274 Restructuring charges — 515 1,309 — 1,824 Net (gain) loss on sales and disposals of assets — (353 ) 295 — (58 ) Total operating costs and expenses 9,875 209,539 182,713 (215,780 ) 186,347 Operating income (loss) (9,875 ) 12,231 (1,113 ) — 1,243 Non-operating (income) expense: Interest income — — (3 ) — (3 ) Interest expense 9,469 332 212 — 10,013 Change in value of NEC TOKIN options — 29,200 — — 29,200 Other (income) expense, net (9,087 ) 7,802 2,201 — 916 Equity in earnings of subsidiaries 26,793 — — (26,793 ) — Income (loss) from continuing operations before income taxes and equity income (loss) from NEC TOKIN (37,050 ) (25,103 ) (3,523 ) 26,793 (38,883 ) Income tax expense (benefit) — (487 ) 239 — (248 ) Income (loss) from continuing operations before equity income (loss) from NEC TOKIN (37,050 ) (24,616 ) (3,762 ) 26,793 (38,635 ) Equity income (loss) from NEC TOKIN — 1,585 — — 1,585 Income (loss) from continuing operations (37,050 ) (23,031 ) (3,762 ) 26,793 (37,050 ) Income (loss) from discontinued operations — — — — — Net income (loss) $ (37,050 ) $ (23,031 ) $ (3,762 ) $ 26,793 $ (37,050 ) Condensed Consolidating Statements of Comprehensive Income (Loss) Quarter Ended June 30, 2015 (Unaudited) Comprehensive income (loss) $ (34,501 ) $ (27,935 ) $ 706 $ 26,793 $ (34,937 ) Condensed Consolidating Statement of Operations For the Quarter Ended June 30, 2014 (Unaudited) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated Net sales $ 54 $ 255,576 $ 201,219 $ (243,968 ) $ 212,881 Operating costs and expenses: Cost of sales 464 222,672 184,907 (228,119 ) 179,924 Selling, general and administrative expenses 11,089 17,153 12,386 (15,849 ) 24,779 Research and development 66 4,349 2,174 — 6,589 Restructuring charges — 371 1,459 — 1,830 Net (gain) loss on sales and disposals of assets — 188 177 — 365 Total operating costs and expenses 11,619 244,733 201,103 (243,968 ) 213,487 Operating income (loss) (11,565 ) 10,843 116 — (606 ) Non-operating (income) expense: Interest income — — (3 ) — (3 ) Interest expense 9,799 400 257 — 10,456 Change in value of NEC TOKIN options — (4,100 ) — — (4,100 ) Other (income) expense, net (10,827 ) 11,544 (150 ) — 567 Equity in earnings of subsidiaries (6,997 ) — — 6,997 — Income (loss) from continuing operations before income taxes (3,540 ) 2,999 12 (6,997 ) (7,526 ) Income tax expense — 23 1,259 — 1,282 Income (loss) from continuing operations before equity loss from NEC TOKIN (3,540 ) 2,976 (1,247 ) (6,997 ) (8,808 ) Equity income (loss) from NEC TOKIN — (1,675 ) — — (1,675 ) Income (loss) from continuing operations (3,540 ) 1,301 (1,247 ) (6,997 ) (10,483 ) Income (loss) from discontinued operations — (488 ) 7,431 — 6,943 Net income (loss) $ (3,540 ) $ 813 $ 6,184 $ (6,997 ) $ (3,540 ) Condensed Consolidating Statements of Comprehensive Income (Loss) For the Quarter Ended June 30, 2014 (Unaudited) Comprehensive income (loss) $ (4,310 ) $ 1,419 $ 5,747 $ (6,997 ) $ (4,141 ) Condensed Consolidating Statement of Cash Flows For the Quarter Ended June 30, 2015 (Unaudited) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated Sources (uses) of cash and cash equivalents Net cash provided by (used in) operating activities $ 544 $ (17,034 ) $ (5,034 ) $ — $ (21,524 ) Investing activities: Capital expenditures — (3,912 ) (1,861 ) — (5,773 ) Acquisitions, net of cash received — (2,892 ) — — (2,892 ) Net cash used in investing activities — (6,804 ) (1,861 ) — (8,665 ) Financing activities: Proceeds from revolving line credit — 6,000 2,000 — 8,000 Payments of revolving line credit — (2,500 ) — — (2,500 ) Payments of long-term debt — — (481 ) — (481 ) Purchase of treasury stock (544 ) — — — (544 ) Net cash provided by (used in) financing activities (544 ) 3,500 1,519 — 4,475 Net increase (decrease) in cash and cash equivalents — (20,338 ) (5,376 ) — (25,714 ) Effect of foreign currency fluctuations on cash — — 411 — 411 Cash and cash equivalents at beginning of fiscal period 640 33,094 22,628 — 56,362 Cash and cash equivalents at end of fiscal period $ 640 $ 12,756 $ 17,663 $ — $ 31,059 Condensed Consolidating Statements of Cash Flows For the Quarter Ended June 30, 2014 (Unaudited) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated Sources (uses) of cash and cash equivalents Net cash provided by (used in) operating activities $ 890 $ (3,955 ) $ (9,080 ) $ — $ (12,145 ) Investing activities: Capital expenditures — (115 ) (5,067 ) — (5,182 ) Change in restricted cash — 302 — — 302 Proceeds from sale of assets — 1,513 933 — 2,446 Proceeds from sale of discontinued operations — — 10,125 — 10,125 Net cash used in investing activities — 1,700 5,991 — 7,691 Financing activities: Proceeds from revolving line credit — 7,500 — — 7,500 Deferred acquisition payments — (296 ) — — (296 ) Payments of long-term debt (890 ) — (1,315 ) — (2,205 ) Proceeds from exercise of stock options 11 — — — 11 Net cash provided by (used in) financing activities (879 ) 7,204 (1,315 ) — 5,010 Net increase (decrease) in cash and cash equivalents 11 4,949 (4,404 ) — 556 Effect of foreign currency fluctuations on cash — — (63 ) — (63 ) Cash and cash equivalents at beginning of fiscal period 616 22,200 35,113 — 57,929 Cash and cash equivalents at end of fiscal period $ 627 $ 27,149 $ 30,646 $ — $ 58,422 |