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, 2016 (Unaudited) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 623 $ 48,399 $ 25,731 $ — $ 74,753 Accounts receivable, net — 32,116 55,973 — 88,089 Intercompany receivable 31,782 164,695 153,766 (350,243 ) — Inventories, net — 107,191 57,786 — 164,977 Prepaid expenses and other 3,325 18,219 12,410 (2,964 ) 30,990 Total current assets 35,730 370,620 305,666 (353,207 ) 358,809 Property and equipment, net 514 82,229 138,747 — 221,490 Goodwill — 40,294 — — 40,294 Intangible assets, net — 25,357 5,636 — 30,993 Investment in NEC TOKIN — 15,174 — — 15,174 Investments in subsidiaries 373,172 427,702 93,359 (894,233 ) — Deferred income taxes — 755 6,994 — 7,749 Other assets 27 1,643 796 — 2,466 Long-term intercompany receivable 66,172 40,612 1,089 (107,873 ) — Total assets $ 475,615 $ 1,004,386 $ 552,287 $ (1,355,313 ) $ 676,975 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable 29 33,084 30,942 — 64,055 Intercompany payable 23,243 272,187 54,813 (350,243 ) — Accrued expenses 17,246 19,107 21,662 — 58,015 Income taxes payable — 2,996 261 (2,964 ) 293 Total current liabilities 40,518 327,374 107,678 (353,207 ) 122,363 Long-term debt, less current portion 352,217 19,881 14,000 — 386,098 Other non-current obligations — 35,112 47,528 — 82,640 Deferred income taxes — 2,242 752 — 2,994 Long-term intercompany payable — 66,172 41,701 (107,873 ) — Stockholders’ equity 82,880 553,605 340,628 (894,233 ) 82,880 Total liabilities and stockholders’ equity $ 475,615 $ 1,004,386 $ 552,287 $ (1,355,313 ) $ 676,975 Condensed Consolidating Balance Sheet (1) March 31, 2016 (Unaudited) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 640 $ 36,209 $ 28,155 $ — $ 65,004 Accounts receivable, net — 41,025 52,143 — 93,168 Intercompany receivable 30,210 132,523 170,224 (332,957 ) — Inventories, net — 113,289 55,590 — 168,879 Prepaid expenses and other 3,325 12,161 12,974 (2,964 ) 25,496 Total current assets 34,175 335,207 319,086 (335,921 ) 352,547 Property and equipment, net 255 93,936 147,648 — 241,839 Goodwill — 40,294 — — 40,294 Intangible assets, net — 27,252 6,049 — 33,301 Investment in NEC TOKIN — 20,334 — — 20,334 Investments in subsidiaries 382,108 429,723 93,359 (905,190 ) — Deferred income taxes — 800 7,597 — 8,397 Other assets — 2,452 616 — 3,068 Long-term intercompany receivable 67,500 41,428 1,088 (110,016 ) — Total assets $ 484,038 $ 991,426 $ 575,443 $ (1,351,127 ) $ 699,780 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt $ 2,000 $ — $ — $ — $ 2,000 Accounts payable 20 34,618 36,343 — 70,981 Intercompany payable 280 275,498 57,179 (332,957 ) — Accrued expenses 17,305 11,807 21,208 — 50,320 Income taxes payable — 2,983 434 (2,964 ) 453 Total current liabilities 19,605 324,906 115,164 (335,921 ) 123,754 Long-term debt, less current portion 351,952 19,881 14,000 — 385,833 Other non-current obligations — 25,797 49,095 — 74,892 Deferred income taxes — 2,242 578 — 2,820 Long-term intercompany payable — 67,500 42,516 (110,016 ) — Stockholders’ equity 112,481 551,100 354,090 (905,190 ) 112,481 Total liabilities and stockholders’ equity $ 484,038 $ 991,426 $ 575,443 $ (1,351,127 ) $ 699,780 (1) Derived from audited financial statements. Condensed Consolidating Statement of Operations For the Quarter Ended September 30, 2016 (Unaudited) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated Net sales $ — $ 217,526 $ 169,343 $ (199,561 ) $ 187,308 Operating costs and expenses: Cost of sales 489 169,559 157,295 (186,448 ) 140,895 Selling, general and administrative expenses 9,631 18,717 10,738 (13,114 ) 25,972 Research and development 91 4,499 2,526 — 7,116 Restructuring charges — 3,452 546 — 3,998 Write down of long-lived assets — 6,193 — — 6,193 Net (gain) loss on sales and disposals of assets (285 ) 634 (265 ) — 84 Total operating costs and expenses 9,926 203,054 170,840 (199,562 ) 184,258 Operating income (loss) (9,926 ) 14,472 (1,497 ) 1 3,050 Non-operating (income) expense: Interest income — — (6 ) — (6 ) Interest expense 9,396 379 135 — 9,910 Change in value of NEC TOKIN option — (1,600 ) — — (1,600 ) Other (income) expense, net (8,843 ) 8,469 (531 ) — (905 ) Equity in earnings of subsidiaries (5,481 ) — — 5,481 — Income (loss) from continuing operations before income taxes and equity income (loss) from NEC TOKIN (4,998 ) 7,224 (1,095 ) (5,480 ) (4,349 ) Income tax expense (benefit) — 19 811 — 830 Income (loss) from continuing operations before equity income (loss) from NEC TOKIN (4,998 ) 7,205 (1,906 ) (5,480 ) (5,179 ) Equity income (loss) from NEC TOKIN — 181 — — 181 Net income (loss) $ (4,998 ) $ 7,386 $ (1,906 ) $ (5,480 ) $ (4,998 ) Condensed Consolidating Statements of Comprehensive Income (Loss) Quarter Ended September 30, 2016 (Unaudited) Comprehensive income (loss) $ (4,648 ) $ 6,190 $ (2,648 ) $ (5,480 ) $ (6,586 ) 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 option — (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 Net income (loss) $ 7,194 $ 20,739 $ (3,060 ) $ (17,679 ) $ 7,194 Condensed Consolidating Statements of Comprehensive Income (Loss) For the Quarter Ended September 30, 2015 (Unaudited) Comprehensive income (loss) $ 7,277 $ 16,222 $ (7,330 ) $ (17,679 ) $ (1,510 ) Condensed Consolidating Statement of Operation For the Six-Month Period Ended September 30, 2016 (Unaudited) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated Net sales $ — $ 431,039 $ 339,893 $ (398,689 ) $ 372,243 Operating costs and expenses: Cost of sales 766 336,662 318,525 (372,646 ) 283,307 Selling, general and administrative expenses 19,776 36,206 21,948 (26,044 ) 51,886 Research and development 156 8,873 5,019 — 14,048 Restructuring charges — 3,591 1,095 — 4,686 Write down of long-lived assets — 6,193 — — 6,193 Net (gain) loss on sales and disposals of assets (285 ) 1,023 (563 ) — 175 Total operating costs and expenses 20,413 392,548 346,024 (398,690 ) 360,295 Operating income (loss) (20,413 ) 38,491 (6,131 ) 1 11,948 Non-operating (income) expense: Interest income — 3 (12 ) — (9 ) Interest expense 18,819 778 236 — 19,833 Change in value of NEC TOKIN option — 10,400 — — 10,400 Other (income) expense, net (18,193 ) 17,885 (2,991 ) — (3,299 ) Equity in earnings of subsidiaries (3,836 ) — — 3,836 — Income (loss) from continuing operations before income taxes and equity income (loss) from NEC TOKIN (17,203 ) 9,425 (3,364 ) (3,835 ) (14,977 ) Income tax expense (benefit) — 57 2,573 — 2,630 Income (loss) from continuing operations before equity income (loss) from NEC TOKIN (17,203 ) 9,368 (5,937 ) (3,835 ) (17,607 ) Equity income (loss) from NEC TOKIN — 404 — — 404 Net income (loss) $ (17,203 ) $ 9,772 $ (5,937 ) $ (3,835 ) $ (17,203 ) Condensed Consolidating Statements of Comprehensive Income (Loss) For the Six-Month Period Ended September 30, 2016 (Unaudited) Comprehensive income (loss) $ (18,531 ) $ 2,503 $ (11,442 ) $ (3,835 ) $ (31,305 ) 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 option — 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 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 Cash Flows For the Six-Month Period Ended September 30, 2016 (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 $ 2,481 $ 14,940 $ 5,622 $ — $ 23,043 Investing activities: Capital expenditures — (2,750 ) (7,594 ) — (10,344 ) Net cash used in investing activities — (2,750 ) (7,594 ) — (10,344 ) Financing activities: Payments of long-term debt (1,870 ) — — — (1,870 ) Purchase of treasury stock (628 ) — — — (628 ) Net cash provided by (used in) financing activities (2,498 ) — — — (2,498 ) Net increase (decrease) in cash and cash equivalents (17 ) 12,190 (1,972 ) — 10,201 Effect of foreign currency fluctuations on cash — — (452 ) — (452 ) Cash and cash equivalents at beginning of fiscal period 640 36,209 28,155 — 65,004 Cash and cash equivalents at end of fiscal period $ 623 $ 48,399 $ 25,731 $ — $ 74,753 Condensed Consolidating Statements 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 |