Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements As discussed in Note 2, “Debt” , the Company’s 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 the Company’s foreign restricted subsidiaries (“Non-Guarantor Subsidiaries”). The Company’s 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. We are required to present condensed consolidating financial information in order for the Guarantor Subsidiaries 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 March 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 2,072 $ 72,705 $ 34,997 $ — $ 109,774 Accounts receivable, net — 30,265 62,261 — 92,526 Intercompany receivable 33,613 215,183 170,837 (419,633 ) — Inventories, net — 97,761 50,194 — 147,955 Prepaid expenses and other 3,325 14,460 13,938 (2,964 ) 28,759 Total current assets 39,010 430,374 332,227 (422,597 ) 379,014 Property and equipment, net 481 81,818 127,012 — 209,311 Investments in TOKIN — 63,416 — — 63,416 Investments in subsidiaries 473,147 421,577 93,359 (988,083 ) — Goodwill — 40,294 — — 40,294 Intangible assets, net — 24,665 5,116 — 29,781 Deferred income taxes — 896 7,697 — 8,593 Other assets — 3,543 576 — 4,119 Long-term intercompany receivable 63,385 38,902 1,089 (103,376 ) — Total assets $ 576,023 $ 1,105,485 $ 567,076 $ (1,514,056 ) $ 734,528 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt $ — $ — $ 2,000 $ — $ 2,000 Accounts payable, trade 3 34,790 34,881 — 69,674 Intercompany payable 50,051 294,940 74,642 (419,633 ) — Accrued expenses 18,822 19,552 19,378 — 57,752 Income taxes payable — 2,997 682 (2,964 ) 715 Total current liabilities 68,876 352,279 131,583 (422,597 ) 130,141 Long-term debt, less current portion 352,472 31,881 1,858 — 386,211 Other non-current obligations — 13,151 46,980 — 60,131 Deferred income taxes — 2,236 1,134 — 3,370 Long-term intercompany payable — 63,385 39,991 (103,376 ) — Stockholders’ equity 154,675 642,553 345,530 (988,083 ) 154,675 Total liabilities and stockholders’ equity $ 576,023 $ 1,105,485 $ 567,076 $ (1,514,056 ) $ 734,528 Condensed Consolidating Balance Sheet March 31, 2016 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 Investment in TOKIN — 20,334 — — 20,334 Investment in subsidiaries 382,108 429,723 93,359 (905,190 ) — Goodwill — 40,294 — — 40,294 Intangible assets, net — 27,252 6,049 — 33,301 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, trade 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 Condensed Consolidating Statements of Operations Fiscal Year Ended March 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated Net sales $ — $ 860,428 $ 711,262 $ (813,899 ) $ 757,791 Operating costs and expenses: Cost of sales 1,607 683,103 646,401 (759,432 ) 571,679 Selling, general and administrative expenses 44,447 74,093 43,795 (54,467 ) 107,868 Research and development 323 18,073 9,233 — 27,629 Restructuring charges — 3,901 1,503 — 5,404 Write down of long-lived assets — 4,586 5,693 — 10,279 Net (gain) loss on sales and disposals of assets (299 ) 1,405 (714 ) — 392 Total operating costs and expenses 46,078 785,161 705,911 (813,899 ) 723,251 Operating income (loss) (46,078 ) 75,267 5,351 — 34,540 Other (income) expense: Interest income — 3 (27 ) — (24 ) Interest expense 37,606 1,587 562 — 39,755 Change in value of TOKIN options — (10,700 ) — — (10,700 ) Non-operating (income) expense, net (40,487 ) 40,527 (5,167 ) — (5,127 ) Equity in earnings of subsidiaries (91,186 ) — — 91,186 — Income (loss) from continuing operations before income taxes and equity income (loss) from TOKIN 47,989 43,850 9,983 (91,186 ) 10,636 Income tax expense (benefit) — (65 ) 4,355 — 4,290 Income (loss) from continuing operations before equity income (loss) from TOKIN 47,989 43,915 5,628 (91,186 ) 6,346 Equity income (loss) from TOKIN — 41,643 — — 41,643 Net income (loss) $ 47,989 $ 85,558 $ 5,628 $ (91,186 ) $ 47,989 Condensed Consolidating Statements of Comprehensive Income (Loss) Fiscal Year Ended March 31, 2017 Other comprehensive income (loss) $ 43,875 $ 91,453 $ (6,540 ) $ (91,186 ) $ 37,602 Condensed Consolidating Statements of Operations Fiscal Year Ended March 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated Net sales $ — $ 866,163 $ 703,690 $ (835,030 ) $ 734,823 Operating costs and expenses: Cost of sales 1,194 708,143 642,362 (780,156 ) 571,543 Selling, general and administrative expenses 38,071 74,521 43,728 (54,874 ) 101,446 Research and development 79 17,313 7,563 — 24,955 Restructuring charges — 2,564 1,614 — 4,178 Net (gain) loss on sales and disposals of assets (7 ) (484 ) 866 — 375 Total operating costs and expenses 39,337 802,057 696,133 (835,030 ) 702,497 Operating income (loss) (39,337 ) 64,106 7,557 — 32,326 Other (income) expense: Interest income — — (14 ) — (14 ) Interest expense 37,856 1,189 560 — 39,605 Change in value of TOKIN options — 26,300 — — 26,300 Non-operating (income) expense, net (36,183 ) 34,188 (353 ) — (2,348 ) Equity in earnings of subsidiaries 12,619 — — (12,619 ) — Income (loss) from continuing operations before income taxes and equity income (loss) from TOKIN (53,629 ) 2,429 7,364 12,619 (31,217 ) Income tax expense (benefit) — (269 ) 6,275 — 6,006 Income (loss) from continuing operations before equity income (loss) from TOKIN (53,629 ) 2,698 1,089 12,619 (37,223 ) Equity income (loss) from TOKIN — (16,406 ) — — (16,406 ) Net income (loss) $ (53,629 ) $ (13,708 ) $ 1,089 $ 12,619 $ (53,629 ) Condensed Consolidating Statements of Comprehensive Income (Loss) Fiscal Year Ended March 31, 2016 Comprehensive income (loss) $ (49,918 ) $ (24,832 ) $ 5,873 $ 12,619 $ (56,258 ) Condensed Consolidating Statements of Operations Fiscal Year Ended March 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Reclassifications and Eliminations Consolidated Net sales $ 195 $ 978,705 $ 773,504 $ (929,212 ) $ 823,192 Operating costs and expenses: Cost of sales 2,468 823,429 707,493 (869,707 ) 663,683 Selling, general and administrative expenses 41,783 70,074 46,181 (59,505 ) 98,533 Research and development 436 17,588 7,778 — 25,802 Restructuring charges — 3,310 9,707 — 13,017 Net (gain) loss on sales and disposals of assets (10 ) 181 (392 ) — (221 ) Total operating costs and expenses 44,677 914,582 770,767 (929,212 ) 800,814 Operating income (loss) (44,482 ) 64,123 2,737 — 22,378 Other (income) expense: — Interest income — — (15 ) — (15 ) Interest expense 38,632 998 1,071 — 40,701 Change in value of TOKIN options — (2,100 ) — — (2,100 ) Other (income) expense, net (40,903 ) 49,069 (12,248 ) — (4,082 ) Equity in earnings of subsidiaries (27,998 ) — — 27,998 — Income (loss) from continuing operations before income taxes and equity income (loss) from TOKIN (14,213 ) 16,156 13,929 (27,998 ) (12,126 ) Income tax expense (benefit) (70 ) 576 4,721 — 5,227 Income (loss) from continuing operations before equity income (loss) from TOKIN (14,143 ) 15,580 9,208 (27,998 ) (17,353 ) Equity income (loss) from TOKIN — (2,169 ) — — (2,169 ) Income (loss) from continuing operations (14,143 ) 13,411 9,208 (27,998 ) (19,522 ) Income (loss) from discontinued operations — 102 5,277 — 5,379 Net income (loss) $ (14,143 ) $ 13,513 $ 14,485 $ (27,998 ) $ (14,143 ) Condensed Consolidating Statements of Comprehensive Income (Loss) Fiscal Year Ended March 31, 2015 Comprehensive income (loss) $ (32,103 ) $ 19,650 $ (20,672 ) $ (27,998 ) $ (61,123 ) Condensed Consolidating Statements of Cash Flows Fiscal Year Ended March 31, 2017 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 $ 3,313 $ 34,778 $ 33,576 $ — $ 71,667 Investing activities: Capital expenditures — (10,295 ) (15,322 ) — (25,617 ) Change in restricted cash — — — — — Proceeds from sale of assets — 13 6 — 19 Acquisitions, net of cash received — — — — — Net cash provided by (used in) investing activities — (10,282 ) (15,316 ) — (25,598 ) Financing activities: Proceeds from revolving line of credit — 12,000 — — 12,000 Payments of revolving line of credit — — (12,000 ) — (12,000 ) Deferred acquisition payments — — — — — Proceeds from long-term debt — — 2,314 — 2,314 Payments of long-term debt (1,870 ) — (558 ) — (2,428 ) Proceeds from exercise of stock options 1,133 — — — 1,133 Purchase of treasury stock (1,144 ) — — — (1,144 ) Net cash provided by (used in) financing activities (1,881 ) 12,000 (10,244 ) — (125 ) Net increase (decrease) in cash and cash equivalents 1,432 36,496 8,016 — 45,944 Effect of foreign currency fluctuations on cash — — (1,174 ) — (1,174 ) Cash and cash equivalents at beginning of fiscal year 640 36,209 28,155 — 65,004 Cash and cash equivalents at end of fiscal year $ 2,072 $ 72,705 $ 34,997 $ — $ 109,774 Condensed Consolidating Statements of Cash Flows Fiscal Year Ended March 31, 2016 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 $ 3,722 $ 15,107 $ 13,536 $ — $ 32,365 Investing activities: Capital expenditures — (9,550 ) (10,919 ) — (20,469 ) Change in restricted cash — 1,802 — — 1,802 Proceeds from sale of assets — 248 723 — 971 Acquisitions, net of cash received — (2,892 ) — — (2,892 ) Net cash provided by (used in) investing activities — (10,392 ) (10,196 ) — (20,588 ) Financing activities: Proceeds from revolving line of credit — 8,000 2,000 — 10,000 Payments on revolving line of credit — (9,600 ) — — (9,600 ) Deferred acquisition payments (3,000 ) — — — (3,000 ) Payments of long-term debt — — (481 ) — (481 ) Purchase of treasury stock (722 ) — — — (722 ) Net cash provided by (used in) financing activities (3,722 ) (1,600 ) 1,519 — (3,803 ) Net increase (decrease) in cash and cash equivalents — 3,115 4,859 — 7,974 Effect of foreign currency fluctuations on cash — — 668 — 668 Cash and cash equivalents at beginning of fiscal year 640 33,094 22,628 — 56,362 Cash and cash equivalents at end of fiscal year $ 640 $ 36,209 $ 28,155 $ — $ 65,004 Condensed Consolidating Statements of Cash Flows Fiscal Year Ended March 31, 2015 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 $ 39,575 $ (4,085 ) $ (11,088 ) $ — $ 24,402 Investing activities: Capital expenditures — (12,930 ) (9,302 ) — (22,232 ) Change in restricted cash — 11,509 — — 11,509 Proceeds from sale of assets — 2,403 2,385 — 4,788 Proceeds from sale of discontinued operations — — 9,564 — 9,564 Net cash provided by (used in) investing activities — 982 2,647 — 3,629 Financing activities: Proceeds from revolving line of credit — 37,340 5,000 — 42,340 Payments on revolving line of credit — (22,342 ) (5,000 ) — (27,342 ) Deferred acquisition payments (18,527 ) (1,000 ) — — (19,527 ) Payments of long-term debt (20,417 ) — (1,316 ) — (21,733 ) Proceeds from exercise of stock options 24 — — — 24 Purchase of treasury stock (630 ) — — — (630 ) Net cash provided by (used in) financing activities (39,550 ) 13,998 (1,316 ) — (26,868 ) Net increase (decrease) in cash and cash equivalents 25 10,895 (9,757 ) — 1,163 Effect of foreign currency fluctuations on cash (1 ) (1 ) (2,728 ) — (2,730 ) Cash and cash equivalents at beginning of fiscal year 616 22,200 35,113 — 57,929 Cash and cash equivalents at end of fiscal year $ 640 $ 33,094 $ 22,628 $ — $ 56,362 |