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 September 30, 2015 (Unaudited) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 640 $ 22,035 $ 14,640 $ — $ 37,315 Accounts receivable, net — 37,137 55,962 — 93,099 Intercompany receivable 319,224 420,349 178,985 (918,558 ) — Inventories, net — 125,696 57,971 — 183,667 Prepaid expenses and other 3,168 22,848 19,425 (3,013 ) 42,428 Deferred income taxes — 3,994 4,939 — 8,933 Total current assets 323,032 632,059 331,922 (921,571 ) 365,442 Property and equipment, net 278 98,369 146,706 — 245,353 Goodwill — 40,294 — — 40,294 Intangible assets, net — 28,034 6,248 — 34,282 Investment in NEC TOKIN — 42,156 — — 42,156 Investments in subsidiaries 382,730 429,863 30,285 (842,878 ) — Restricted cash — 1,849 — — 1,849 Deferred income taxes — 855 4,241 — 5,096 Other assets 3,426 316 699 — 4,441 Long-term intercompany receivable 66,420 40,765 1,089 (108,274 ) — Total assets $ 775,886 $ 1,314,560 $ 521,190 $ (1,872,723 ) $ 738,913 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt $ — $ 3,000 $ 2,000 $ — $ 5,000 Accounts payable 18 37,756 32,334 — 70,108 Intercompany payable 271,488 573,539 73,531 (918,558 ) — Accrued expenses 17,013 17,208 22,957 — 57,178 Income taxes payable and deferred income taxes — 3,013 — (3,013 ) — Total current liabilities 288,519 634,516 130,822 (921,571 ) 132,286 Long-term debt, less current portion 357,095 20,981 12,000 — 390,076 Other non-current obligations — 24,249 54,717 — 78,966 Deferred income taxes — 6,236 1,077 — 7,313 Long-term intercompany payable — 66,420 41,854 (108,274 ) — Stockholders’ equity 130,272 562,158 280,720 (842,878 ) 130,272 Total liabilities and stockholders’ equity $ 775,886 $ 1,314,560 $ 521,190 $ (1,872,723 ) $ 738,913 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 September 30, 2015 (Unaudited) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated Net sales $ — $ 222,770 $ 175,473 $ (212,120 ) $ 186,123 Operating costs and expenses: Cost of sales 521 173,470 167,722 (198,396 ) 143,317 Selling, general and administrative expenses 8,906 16,511 11,255 (13,724 ) 22,948 Research and development 66 4,218 1,868 — 6,152 Restructuring charges — 941 (918 ) — 23 Net (gain) loss on sales and disposals of assets (7 ) (400 ) 103 — (304 ) Total operating costs and expenses 9,486 194,740 180,030 (212,120 ) 172,136 Operating income (loss) (9,486 ) 28,030 (4,557 ) — 13,987 Non-operating (income) expense: Interest income — — (3 ) — (3 ) Interest expense 9,465 265 81 — 9,811 Change in value of NEC TOKIN options — (2,200 ) — — (2,200 ) Other (income) expense, net (8,466 ) 9,265 (2,890 ) — (2,091 ) Equity in earnings of subsidiaries (17,679 ) — — 17,679 — Income (loss) from continuing operations before income taxes and equity income (loss) from NEC TOKIN 7,194 20,700 (1,745 ) (17,679 ) 8,470 Income tax expense (benefit) — 123 1,315 — 1,438 Income (loss) from continuing operations before equity income (loss) from NEC TOKIN 7,194 20,577 (3,060 ) (17,679 ) 7,032 Equity income (loss) from NEC TOKIN — 162 — — 162 Income (loss) from continuing operations 7,194 20,739 (3,060 ) (17,679 ) 7,194 Income (loss) from discontinued operations — — — — — Net income (loss) $ 7,194 $ 20,739 $ (3,060 ) $ (17,679 ) $ 7,194 Condensed Consolidating Statements of Comprehensive Income (Loss) Quarter Ended September 30, 2015 (Unaudited) Comprehensive income (loss) $ 7,277 $ 16,222 $ (7,330 ) $ (17,679 ) $ (1,510 ) Condensed Consolidating Statement of Operations For the Quarter Ended September 30, 2014 (Unaudited) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated Net sales $ 57 $ 250,019 $ 198,983 $ (233,766 ) $ 215,293 Operating costs and expenses: Cost of sales 561 211,328 175,839 (218,190 ) 169,538 Selling, general and administrative expenses 13,056 15,071 12,959 (15,576 ) 25,510 Research and development 140 4,247 1,951 — 6,338 Restructuring charges — 192 1,495 — 1,687 Net (gain) loss on sales and disposals of assets (9 ) 43 (584 ) — (550 ) Total operating costs and expenses 13,748 230,881 191,660 (233,766 ) 202,523 Operating income (loss) (13,691 ) 19,138 7,323 — 12,770 Non-operating (income) expense: Interest income — — (3 ) — (3 ) Interest expense 9,726 263 298 — 10,287 Change in value of NEC TOKIN options — (6,600 ) — — (6,600 ) Other (income) expense, net (12,975 ) 15,955 (3,975 ) — (995 ) Equity in earnings of subsidiaries (16,772 ) — — 16,772 — Income (loss) from continuing operations before income taxes and equity income (loss) from NEC TOKIN 6,330 9,520 11,003 (16,772 ) 10,081 Income tax expense (benefit) — 210 2,373 — 2,583 Income (loss) from continuing operations before equity income (loss) from NEC TOKIN 6,330 9,310 8,630 (16,772 ) 7,498 Equity income (loss) from NEC TOKIN — 232 — — 232 Income (loss) from continuing operations 6,330 9,542 8,630 (16,772 ) 7,730 Income (loss) from discontinued operations — 593 (1,993 ) — (1,400 ) Net income (loss) $ 6,330 $ 10,135 $ 6,637 $ (16,772 ) $ 6,330 Condensed Consolidating Statements of Comprehensive Income (Loss) For the Quarter Ended September 30, 2014 (Unaudited) Comprehensive income (loss) $ (44 ) $ 14,431 $ (1,933 ) $ (16,772 ) $ (4,318 ) Condensed Consolidating Statement of Operations For the Six Month Period Ended September 30, 2015 (Unaudited) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated Net sales $ — $ 444,540 $ 357,073 $ (427,900 ) $ 373,713 Operating costs and expenses: Cost of sales 699 354,984 333,952 (398,441 ) 291,194 Selling, general and administrative expenses 18,722 39,990 24,125 (29,459 ) 53,378 Research and development (53 ) 8,602 3,877 — 12,426 Restructuring charges — 1,456 391 — 1,847 Net (gain) loss on sales and disposals of assets (7 ) (753 ) 398 — (362 ) Total operating costs and expenses 19,361 404,279 362,743 (427,900 ) 358,483 Operating income (loss) (19,361 ) 40,261 (5,670 ) — 15,230 Non-operating (income) expense: Interest income — — (6 ) — (6 ) Interest expense 18,934 598 292 — 19,824 Change in value of NEC TOKIN options — 27,000 — — 27,000 Other (income) expense, net (17,553 ) 17,068 (690 ) — (1,175 ) Equity in earnings of subsidiaries 9,114 — — (9,114 ) — Income (loss) from continuing operations before income taxes and equity income (loss) from NEC TOKIN (29,856 ) (4,405 ) (5,266 ) 9,114 (30,413 ) Income tax expense (benefit) — (364 ) 1,554 — 1,190 Income (loss) from continuing operations before equity income (loss) from NEC TOKIN (29,856 ) (4,041 ) (6,820 ) 9,114 (31,603 ) Equity income (loss) from NEC TOKIN — 1,747 — — 1,747 Income (loss) from continuing operations (29,856 ) (2,294 ) (6,820 ) 9,114 (29,856 ) Income (loss) from discontinued operations — — — — — Net income (loss) $ (29,856 ) $ (2,294 ) $ (6,820 ) $ 9,114 $ (29,856 ) Condensed Consolidating Statements of Comprehensive Income (Loss) For the Six Month Period Ended September 30, 2015 (Unaudited) Comprehensive income (loss) $ (27,224 ) $ (11,713 ) $ (6,624 ) $ 9,114 $ (36,447 ) Condensed Consolidating Statement of Operations For the Six Month Period Ended September 30, 2014 (Unaudited) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated Net sales $ 110 $ 505,596 $ 400,202 $ (477,734 ) $ 428,174 Operating costs and expenses: Cost of sales 1,025 434,000 360,747 (446,310 ) 349,462 Selling, general and administrative expenses 24,145 32,223 25,345 (31,424 ) 50,289 Research and development 206 8,597 4,124 — 12,927 Restructuring charges — 562 2,955 — 3,517 Net (gain) loss on sales and disposals of assets (9 ) 230 (406 ) — (185 ) Total operating costs and expenses 25,367 475,612 392,765 (477,734 ) 416,010 Operating income (loss) (25,257 ) 29,984 7,437 — 12,164 Non-operating (income) expense: Interest income — — (6 ) — (6 ) Interest expense 19,524 663 556 — 20,743 Change in value of NEC TOKIN options — (10,700 ) — — (10,700 ) Other (income) expense, net (23,801 ) 27,499 (4,126 ) — (428 ) Equity in earnings of subsidiaries (23,770 ) — — 23,770 — Income (loss) from continuing operations before income taxes and equity income (loss) from NEC TOKIN 2,790 12,522 11,013 (23,770 ) 2,555 Income tax expense (benefit) — 233 3,632 — 3,865 Income (loss) from continuing operations before equity income (loss) from NEC TOKIN 2,790 12,289 7,381 (23,770 ) (1,310 ) Equity income (loss) from NEC TOKIN — (1,443 ) — — (1,443 ) Income (loss) from continuing operations 2,790 10,846 7,381 (23,770 ) (2,753 ) Income (loss) from discontinued operations — 104 5,439 — 5,543 Net income (loss) $ 2,790 $ 10,950 $ 12,820 $ (23,770 ) $ 2,790 Condensed Consolidating Statements of Comprehensive Income (Loss) For the Six Month Period Ended September 30, 2014 (Unaudited) Comprehensive income (loss) $ (4,354 ) $ 15,850 $ 3,815 $ (23,770 ) $ (8,459 ) Condensed Consolidating Statement of Cash Flows For the Six Month Period Ended September 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 $ 575 $ (6,284 ) $ (5,223 ) $ — $ (10,932 ) Investing activities: Capital expenditures — (4,630 ) (4,638 ) — (9,268 ) Proceeds from sale of assets — 247 — — 247 Acquisitions, net of cash received — (2,892 ) — — (2,892 ) Net cash used in investing activities — (7,275 ) (4,638 ) — (11,913 ) Financing activities: Proceeds from revolving line of credit — 6,000 2,000 — 8,000 Payments of revolving line of credit — (3,500 ) — — (3,500 ) Payments of long-term debt — — (481 ) — (481 ) Purchase of treasury stock (575 ) — — — (575 ) Net cash provided by (used in) financing activities (575 ) 2,500 1,519 — 3,444 Net increase (decrease) in cash and cash equivalents — (11,059 ) (8,342 ) — (19,401 ) Effect of foreign currency fluctuations on cash — — 354 — 354 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 $ 22,035 $ 14,640 $ — $ 37,315 Condensed Consolidating Statements of Cash Flows For the Six Month Period Ended September 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 $ 12,417 $ 4,666 $ (15,489 ) $ — $ 1,594 Investing activities: Capital expenditures — (5,514 ) (6,461 ) — (11,975 ) Change in restricted cash — 558 — — 558 Proceeds from sale of assets — 2,273 178 — 2,451 Proceeds from sale of discontinued operations — — 10,125 — 10,125 Net cash used in investing activities — (2,683 ) 3,842 — 1,159 Financing activities: Proceeds from revolving line of credit — 14,300 — — 14,300 Payments of revolving line of credit — (7,500 ) — — (7,500 ) Deferred acquisition payments (10,597 ) (1,000 ) — — (11,597 ) Payments of long-term debt (1,820 ) — (1,315 ) — (3,135 ) Proceeds from exercise of stock options 25 — — — 25 Net cash provided by (used in) financing activities (12,392 ) 5,800 (1,315 ) — (7,907 ) Net increase (decrease) in cash and cash equivalents 25 7,783 (12,962 ) — (5,154 ) Effect of foreign currency fluctuations on cash — 1 (1,200 ) — (1,199 ) 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 $ 641 $ 29,984 $ 20,951 $ — $ 51,576 |