UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

 

FORM 10-Q

 

For the quarterly period ended September 30, 2013

 

or

 

For the transition period from __________ to __________

 

Commission file number 1-7201

 

(Exact name of registrant as specified in its charter)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

   

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 

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AVX CORPORATION

 

INDEX

 

 

 

 

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AVX Corporation and Subsidiaries

Consolidated Balance Sheets (unaudited)

(in thousands, except per share data)

See accompanying notes to consolidated financial statements.

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AVX Corporation and Subsidiaries

Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)

 

 

 

See accompanying notes to consolidated financial statements.

 

 

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AVX  Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss) (Unaudited) 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

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AVX Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

 (in thousands)

 

 

 

See accompanying notes to consolidated financial statements.

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AVX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except per share data)

 

   1. Basis of Presentation:

 

Our consolidated financial statements of AVX Corporation and its subsidiaries (“AVX” or the “Company”) include all accounts of the Company and its subsidiaries.  All significant intercompany transactions and accounts have been eliminated.  We have prepared the accompanying financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. These consolidated financial statements are unaudited and, in the opinion of management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for the fair statement of the consolidated balance sheets, operating results, comprehensive income (loss), and cash flows for the periods presented.  Operating results for the three and six month periods ended September  30, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2014 due to cyclical and other factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013.

 

Critical Accounting Policies and Estimates:

We have identified the accounting policies and estimates that are critical to our business operations and understanding our results of operations.  Those policies and estimates can be found in Note 1, “Summary of Significant Accounting Policies”, of the Notes to Consolidated Financial Statements and in “Critical Accounting Policies and Estimates”, in “Management's Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013. Accordingly, this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended March 31, 2013. During the three and six month periods ended September  30, 2013, there were no significant changes to any critical accounting policies or to the methodology used in determining estimates including those related to investment securities, revenue recognition, inventories, goodwill, intangible assets, property and equipment, income taxes, and contingencies.

 

New Accounting Standards

 

In July 2012, the FASB issued ASU 2012-02, which intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of impairment of indefinite-lived intangibles assets to determine whether it should perform a detailed annual impairment test to support the value of indefinite-lived intangible assets.  The ASU is effective for fiscal years and interim periods within those years beginning after September 15, 2012, with early adoption permitted.  We adopted the ASU effective April 1, 2013.  The adoption did not have any material impact on our consolidated financial statements.

   

In February 2013, the FASB issued ASU 2013-02, which is intended to improve the reporting of reclassifications out of accumulated other comprehensive income.  Among other things, an entity is required to present, either parenthetically on the face of the financial statements or in the notes thereto, significant amounts reclassified from each component of accumulated other comprehensive income and the income statement line items affected by such reclassifications.  The standard is effective for annual periods, and interim periods within those periods, beginning after December 15, 2012.  We adopted the ASU effective April 1, 2013.  The adoption did not have a material impact on our financial statements, as the ASU increases disclosure requirements but does not affect the recognition or measurement of amounts in the financial statements.

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In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”. This topic provides guidance on whether an unrecognized tax benefit should be presented as a reduction to a deferred tax asset or as a separate liability. This topic is for annual and interim periods beginning after December 15, 2013, with early adoption allowed. Adoption of this guidance is not expected to have a significant impact on the determination or reporting of the Company’s financial results.

 

We have reviewed other newly issued accounting pronouncements and concluded that they are either not applicable to our business or that no material effect is expected on our consolidated financial statements as a result of future adoption.

 

   2. Earnings Per Share:

 

Basic earnings per share are computed by dividing net earnings by the weighted average number of shares of common stock outstanding for the period.  Diluted earnings per share are computed by dividing net earnings by the sum of (a) the weighted average number of shares of common stock outstanding during the period and (b) the dilutive effect of potential common stock equivalents during the period.  Stock options are the only common stock equivalents currently used in our calculation and are computed using the treasury stock method. 

 

The table below represents the basic and diluted weighted average number of shares of common stock and potential common stock equivalents:

 

 

(1) Common stock equivalents not included in the computation of diluted earnings per share because the impact would have been antidilutive were 3,957 shares and 2,963 shares for the three months ended September 30, 2012 and 2013, respectively, and 3,883 and 3,102 for the six months ended September 30,  2012 and 2013, respectively.  In addition, 53 shares that would have been dilutive if we had income were excluded from the computation of diluted earnings per share due to the Company's net loss position for the six months ended September 30, 2012.

 

 

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   3. Trade Accounts Receivable:

 

 

Charges related to allowances for doubtful accounts are charged to selling, general and administrative expenses.  Charges related to stock rotation, ship from stock and debit, sales returns and sales discounts are reported as deductions from revenue.

 

 

 

 

 

 

 

 

 

 

 

 

 

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   4. Fair Value:

Fair Value Hierarchy:

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to value the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

 

 

 

 

During the three and six month periods ended September 30, 2012 and 2013, there have been no transfers of assets or liabilities between levels within the fair value hierarchy.

 

 

 

 

 

 

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(1) The market value of the assets held in the trust for the non-qualified deferred compensation program is included as an asset and as a liability as the trust’s assets are both assets of the Company and also a liability as they are available to general creditors in certain circumstances.

 

(2) Foreign currency derivatives in the form of forward contracts are included in prepaid and other and accrued expenses in the consolidated balance sheets. Unrealized gains and losses on derivatives classified as cash flow hedges are recorded in other comprehensive income (loss). Gains and losses on derivatives not designated as hedges are recorded in other income. 

 

Valuation Techniques:

 

The following describes valuation techniques used to appropriately value our assets held in the non-qualified deferred compensation plan and derivatives.

 

Assets held in the non-qualified deferred compensation plan

 

Assets valued using Level 1 inputs in the table above represent assets from our non-qualified deferred compensation program. The funds in the non-qualified deferred compensation program are valued based on the number of shares in the funds using a price per share traded in an active market.

 

Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. If the cost of an investment exceeds its fair value, among other factors, we evaluate general market conditions, the duration and extent to which the fair value is less than cost, and whether or not we expect to recover the security's entire amortized cost basis. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established.

 

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Derivatives

 

We primarily use forward contracts, with maturities generally less than four months, designated as cash flow hedges to protect against the foreign currency exchange rate risks inherent in our forecasted transactions related to purchase commitments and sales, denominated in various currencies. We also use derivatives not designated as hedging instruments to hedge foreign currency balance sheet exposures. These derivatives are used to offset currency changes in the fair value of the hedged assets and liabilities. Fair values for all of our derivative financial instruments are valued by adjusting the market spot rate by forward points, based on the date of the contract. The spot rates and forward points used are an average rate from an actively traded market. At March 31, 2013 and September 30, 2013, all of our forward contracts are Level 2 measurements.

 

   5. Financial Instruments and Investments in Securities:

 

At March 31, 2013 and September 30, 2013, we classified investments in debt securities and time deposits as held-to-maturity securities.

 

Our long-term and short-term investment securities are accounted for as held-to-maturity securities and are carried at amortized cost. We have the ability and intent to hold these investments until maturity.  All income generated from the held-to-maturity securities investments are recorded as interest income.

 

Investments in held-to-maturity securities, recorded at amortized cost, were as follows:

 

 

 

 

 

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The amortized cost and estimated fair value of held-to-maturity investments at September 30, 2013, by contractual maturity, are shown below.  The estimated fair value of these investments are based on valuation inputs that include benchmark yields, reported trades, broker and dealer quotes, issuer spreads, two-sided markets, benchmark securities bids, offers, and reference data, which are Level 2 inputs in the fair value hierarchy.  Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties.

 

 

 

 

 

 

 

 

 6. Inventories:

 

 

 

 

 

   7. Stock-Based Compensation:

 

In April 2013, we granted 500 options to employees pursuant to the 2004 Stock Option Plan described in Note 10, “Stock Based Compensation”, of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013.  The weighted average grant date fair value per share and the weighted average exercise price per share for these options are $2.15 and $11.25, respectively.

 

In August 2013, we granted 75 options to directors pursuant to the 2004 Non-Employee Directors’ Stock Option Plan described in Note 10, “Stock Based Compensation”, of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013.  The weighted average grant date fair value per share and the weighted average exercise price per share for these options are $2.91 and $13.14, respectively.

 

There were 335 stock options exercised during the six months ended September 30, 2013 with a total intrinsic value of $491.

 

   8. Commitments and Contingencies:

 

We have been identified by the United States Environmental Protection Agency (“EPA”), state governmental agencies, or other private parties as a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) or equivalent state or local laws for clean-up and response costs associated with certain sites at which remediation is required with respect to prior contamination.  Because CERCLA has generally been construed to authorize joint and several liability, the EPA could seek to recover all clean-up costs from any one of the PRPs at a site despite the involvement of other PRPs.  At certain sites, financially responsible PRPs other than AVX also are, or have been, involved in site investigation and clean-up activities.  We believe that liability resulting from these sites will be apportioned between AVX and other PRPs.

 

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To resolve our liability at the sites at which the Company has been named a PRP, we have entered into various administrative orders and consent decrees with federal and state regulatory agencies governing the timing and nature of investigation and remediation.  As is customary, the orders and decrees regarding sites where the PRPs are not themselves implementing the chosen remedy contain provisions allowing the EPA to reopen the agreement and seek additional amounts from settling PRPs in the event that certain contingencies occur, such as the discovery of significant new information about site conditions.

 

In 1991, in connection with a consent decree finally approved in 1992 (“1992 Consent Decree”), we paid $66,000, plus interest, toward the environmental conditions at, and remediation of, New Bedford Harbor in the Commonwealth of Massachusetts (“the harbor”) in  a settlement with the United States and the Commonwealth of Massachusetts (sometimes the “Governments”), subject to reopener provisions, including a reopener if certain remediation costs for the site exceed $130,500. 

 

On April 18, 2012, the EPA issued to the Company a Unilateral Administrative Order (“UAO”) directing the Company to perform the Remedial Design, the Remedial Action, and Operation and Maintenance as set forth in the UAO, for the harbor clean-up, pursuant to the reopener provisions.  The original effective date set forth in the UAO was June 18, 2012 (and subsequently extended to January 2, 2014), pursuant to which the Company had to inform the EPA if it intended to comply with the UAO.

 

On October 10, 2012, the EPA, the United States, the Commonwealth of Massachusetts and AVX announced that they had reached a settlement with respect to the EPA’s ongoing clean-up of the harbor.  That agreement is set forth in a Supplemental Consent Decree (“Supplemental CD”) that modifies certain provisions of the 1992 Consent Decree, including elimination of the Governments’ right to invoke any clean-up reopener provisions in the future.  Under the terms of the settlement, AVX will pay  $366,250, plus interest computed from August 1, 2012, in three installments over a two-year period for use by the EPA and the Commonwealth to complete the clean-up of the harbor.  In addition, the settlement requires EPA to withdraw the UAO. 

 

The United States District Court (the “Court”) approved the settlement and entered the Supplemental CD on September 19, 2013.  A third party has the right to file an appeal of entry of the Supplemental CD until November 18, 2013.  As of September 30, 2013, the Company has recorded a liability for the full amount of the settlement.

 

On October 18, 2013, the Company paid the initial settlement payment of $133,350, plus accrued interest on the entire settlement amount through that date, into a court-managed registry account (“registry”).  This payment and any other payments made by AVX into the registry shall not be disbursed to the Governments except by order of the Court issued after either (a) the time by which the third party may seek an appeal of the Supplemental CD has expired, or (b) the Court’s approval of the Supplemental CD is upheld on appeal and all appellate rights are exhausted.  The effective date of the UAO will be extended throughout any appeal period, and the UAO will be withdrawn prior to any disbursement of the registry funds to the Governments.  

 

We had reserves of approximately $380,354 and $379,983 at March  31, 2013 and September 30, 2013, respectively, related to the various matters discussed above.  These reserves are classified in the Consolidated Balance Sheets as $147,454 and $257,899 in accrued expenses at March 31, 2013 and September 30, 2013, respectively, and $232,900 and $122,084 in other non-current liabilities at March 31, 2013 and September 30, 2013, respectively.  The amount recorded for identified contingent liabilities is based on estimates.  Amounts recorded are reviewed periodically and adjusted to reflect additional legal and technical information that becomes available.  Also, uncertainties about the status of laws, regulations, regulatory actions, technology, and information related to individual sites make it difficult to develop an estimate of the reasonably possible aggregate environmental remediation exposure.  Therefore, these costs could differ from our current estimates.

 

On November 27, 2007, a suit was filed in the South Carolina State Court by certain individuals as a class action with respect to property adjacent to our Myrtle Beach, South Carolina factory, claiming property values have been negatively impacted by alleged migration of certain pollutants from our property.  Based on our estimate of potential outcomes, we have accrued approximately $350 with respect to this case as of September 30, 2013.

 

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During fiscal 2010, AVX was named as a third party defendant in a case filed in Massachusetts Superior Court captioned DaRosa v. City of New Bedford.  This case relates to a former disposal site in the City of New Bedford located at Parker Street.  The City asserts that AVX, among others, contributed to that site.  We intend to defend vigorously the claims that have been asserted in this lawsuit. In light of the foregoing, we are not able to estimate any amount of loss or range of loss. No accrual for costs has been recorded and the potential impact of this case on our financial position, results of operations, comprehensive income (loss), and cash flows cannot be determined at this time.

 

AVX has received a demand for approximately $11,000 from the City of New Bedford arising from contamination at the City’s New Bedford Railyard. AVX believes it has meritorious defenses and intends to defend vigorously the demand. In light of the foregoing, we are not able to estimate any amount of loss or range of loss. No accrual for costs has been recorded and the potential impact of this demand on our financial position, results of operations, comprehensive income (loss), and cash flows cannot be determined at this time.

 

We also operate on other sites that may have potential future environmental issues as a result of activities at sites during AVX’s long history of manufacturing operations or prior to the start of operations by AVX.  Even though we may have rights of indemnity for such environmental matters at certain sites, regulatory agencies in those jurisdictions may require us to address such issues.  Once it becomes probable that we will incur costs in connection with remediation of a site and such costs can be reasonably estimated, we establish reserves or adjust our reserves for our projected share of these costs.  A separate account receivable is recorded for any indemnified costs.

 

We are involved in disputes, warranty, and legal proceedings arising in the normal course of business.  While we cannot predict the outcome of these disputes and proceedings, management believes, based upon a review with legal counsel, that none of these proceedings will have a material impact on our financial position, results of operations, comprehensive income (loss), or cash flows.

   

   9. Comprehensive Income (Loss):

 

Comprehensive income (loss) represents changes in equity during a period except those resulting from investments by and distributions to shareholders.  The specific components include net income (loss), pension liability and other post-retirement benefit adjustments, deferred gains and losses resulting from foreign currency translation adjustments, unrealized gains and losses on qualified foreign currency cash flow hedges.

 

Other comprehensive income (loss) includes the following components: 

 

 

 

 

 

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Amounts reclassified out of accumulated other comprehensive income (loss) into net income (loss) include those that pertain to the Company’s pension and postretirement benefit plans and realized gains and losses on derivative instruments designated as cash flow hedges.  Please see Note 12 for additional information related to the amortization of prior service cost and the recognized actuarial losses, which amounts are reclassified from accumulated other comprehensive income (loss) into net income (loss) and are included in selling, general and administrative expenses in the statement of operations during the three and six month periods ended September 30, 2012 and 2013.  Please see Note 13 for additional information related to realized gains and losses on derivative instruments reclassified from accumulated other comprehensive income (loss) into net income (loss) during the three and six month periods ended September 30, 2012 and 2013.

 

 

 

 

 

 

 

 

 

 

 10. Acquisitions

 

On February 6, 2013, the Company acquired by merger all of the outstanding capital stock of the Tantalum Components Division of Nichicon Corporation (“Asia Tantalum”) for $86,000 in cash, subject to customary working capital adjustments. Asia Tantalum designs, develops, manufactures, and markets tantalum electronic components. Asia Tantalum’s products are used in a broad range of commercial applications.  Asia Tantalum has manufacturing facilities located in Adogawa, Japan and Tianjin, China.  The acquisition enhances our leadership position in the passive electronic component industry and provides further opportunities for expansion in the Asian region and tantalum component manufacturing efficiencies.

 

The Company has used the acquisition method of accounting to record the transaction in accordance with FASB Accounting Standards Codification Topic 805, “Business Combinations”. In accordance with the acquisition method, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values with the excess being allocated to goodwill.  Factors that contributed to the recognition of goodwill include expected synergies and the trained workforce.  The goodwill is not deductible for tax purposes. 

 

As of September 30, 2013, the allocation of the purchase price was prepared based on estimates of fair values, as shown in the table below. The results of operations for Asia Tantalum are included in the accompanying consolidated statement of operations since the acquisition date.

 

 

 

 

During the six months ended September 30, 2013, the Company paid an additional $1,600 to settle the working capital adjustment provisions of the purchase agreement, resulting in an increase in recorded goodwill during the period by the same amount.

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   11. Segment and Geographic Information:

 

We have three reportable segments: Passive Components, KED Resale, and Interconnect. The Passive Components segment consists primarily of surface mount and leaded ceramic capacitors, RF thick and thin film components, surface mount and leaded tantalum capacitors, surface mount and leaded film capacitors, ceramic and film power capacitors, super capacitors, EMI filters (bolt in and surface mount), thick and thin film packages of multiple passive integrated components, varistors, thermistors, inductors, and resistive products.  The KED Resale segment consists primarily of ceramic capacitors, frequency control devices, SAW devices, sensor products, RF modules, actuators, acoustic devices, and connectors produced by Kyocera and resold by AVX.  The Interconnect segment consists primarily of automotive, telecom, and memory connectors manufactured by AVX Interconnect.  Sales and operating results from these reportable segments are shown in the tables below.  In addition, we have a corporate administration group consisting of finance and administrative activities and a separate research and development group. 

 

We evaluate performance of our segments based upon sales and operating profit.  There are no intersegment revenues.  We allocate the costs of shared resources between segments based on each segment’s usage of the shared resources.  Cash, accounts receivable, investments in securities, and certain other assets, which are centrally managed, are not readily allocable to operating segments.

 

The tables below present information about reported segments:

 

 

 

 

 

 

 

 

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The following geographic data is based upon net sales generated by operations located within particular geographic areas.  Substantially all of the sales in the Americas region were generated in the United States.

 

 

 

 

 

 

 

 

 12. Pension Plans:

 

Net periodic pension cost for our defined benefit plans consisted of the following for the three and six months ended September  30, 2012 and 2013:

 

 

 

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Based on current actuarial computations, during the six months ended September 30, 2013, we made contributions of $3,690 to the international plans. We expect to make additional contributions of approximately $3,690 to the international plans over the remainder of fiscal 2014.  We made no contributions to the U.S. plans during the six months ended September 30, 2013 due to their funding status, and we do not anticipate making any contributions during the remainder of the fiscal year.

 

   13. Derivative Financial Instruments:

 

We are exposed to foreign currency exchange rate fluctuations in the normal course of business and use derivative instruments (forward contracts) to hedge certain foreign currency exposures as part of the risk management strategy.  The objective is to offset gains and losses resulting from these exposures with gains and losses on the forward contracts used to hedge them, thereby reducing volatility of earnings or protecting fair values of assets and liabilities.  We do not enter into any trading or speculative positions with regard to derivative instruments.

 

We primarily use forward contracts, with maturities less than four months, designated as cash flow hedges to protect against the foreign currency exchange rate risks inherent in our forecasted transactions related to purchase commitments and sales, denominated in various currencies.  These derivative instruments are designated and qualify as cash flow hedges. 

 

The effectiveness of the cash flow hedges is determined by comparing the cumulative change in the fair value of the hedge contract with the cumulative change in the fair value of the hedged transaction, both of which are based on forward rates. The effective portion of the gain or loss on these cash flow hedges is initially recorded in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity.  Once the hedged transaction is recognized, the gain or loss is recognized in our statement of operations. At March 31, 2013 and September 30, 2013, respectively, the following forward contracts were entered into to hedge against the volatility of foreign currency exchange rates for certain forecasted sales and purchases.

 

 

 

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For these derivatives designated as hedging instruments, during the three and six months ended September 30, 2013, net pretax gains (losses) of $(238) and $(1,004), respectively, were recognized in other comprehensive income (loss). In addition, during the three and six months ended September 30, 2013, net pretax gains (losses) of $455 and $(2,699), respectively, were reclassified from accumulated other comprehensive income into cost of sales (for hedging purchases), and net pretax gains (losses) of $(650) and $797, respectively, were reclassified from accumulated other comprehensive income into sales (for hedging sales) in the accompanying statement of operations.

 

Derivatives not designated as hedging instruments consist primarily of forwards used to hedge foreign currency balance sheet exposures representing hedging instruments used to offset foreign currency changes in the fair values of the underlying assets and liabilities.  The gains and losses on these foreign currency forward contracts are recognized in other income in the same period as the remeasurement gains and losses of the related foreign currency denominated assets and liabilities and thus naturally offset these gains and losses. At March 31, 2013 and September 30, 2013, we had the following forward contracts that were entered into to hedge against these exposures.

 

 

 

 

 

For these derivatives not designated as hedging instruments during the three and six months ended September 30, 2013,  gains (losses) of $ (1,122) and $ (2,560), respectively, on hedging contracts were recognized in other income, which offset the approximately $1,036 and $2,729, respectively, in exchange gains (losses) that were recognized in other income in the accompanying statement of operations.

 

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At March 31, 2013 and September 30, 2013, we had outstanding foreign exchange contracts with notional amounts totaling $187,670 and $212,930, respectively, denominated primarily in euros, Czech korunas, British pounds, and Japanese yen.

 

   14. Subsequent Events:

 

On October 23, 2013, the Board of Directors of the Company declared a $0.0875 dividend per share of common stock with respect to the quarter ended September 30, 2013.  The dividend will be paid to stockholders of record on November 8, 2013 and will be disbursed on November 22, 2013.

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Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995.  All statements other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position made in this Quarterly Report on Form 10-Q are forward-looking.  The forward-looking information may include, among other information, statements concerning our outlook for fiscal year 2014, overall volume and pricing trends, cost reduction and acquisition strategies and their anticipated results, and expectations for research and development and capital expenditures.  There may also be other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts.  Forward-looking statements reflect management’s expectations and are inherently uncertain.  The forward-looking information and statements in this report are subject to risks and uncertainties, including those discussed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013, that could cause actual results to differ materially from those expressed in or implied by the information or statements herein.  Forward-looking statements should be read in context with, and with the understanding of, the various other disclosures concerning the Company and its business made elsewhere in this quarterly report as well as other public reports filed by the Company with the SEC.  You should not place undue reliance on any forward-looking statements as a prediction of actual results or developments.

 

Any forward-looking statements by the Company are intended to speak only as of the date thereof. We do not intend to update or revise any forward-looking statement contained in this quarterly report to reflect new events or circumstances unless and to the extent required by applicable law.  All forward-looking statements contained in this quarterly report constitute “forward-looking statements” within the meaning of Section 21E of the United States Securities Exchange Act of 1934 and, to the extent it may be applicable by way of incorporation of statements contained in this quarterly report by reference or otherwise, Section 27A of the United States Securities Act of 1933, each of which establishes a safe-harbor from private actions for forward-looking statements as defined in those statutes.

 

Critical Accounting Policies and Estimates

 

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based upon our unaudited Consolidated Financial Statements and Notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States.  The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods.  On an ongoing basis, management evaluates its estimates and judgments, including those related to investment securities, revenue recognition, inventories, property and equipment, goodwill, intangible assets, income taxes, and contingencies.  Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  There can be no assurance that actual results will not differ from those estimates. 

 

We have identified the accounting policies and estimates that are critical to our business operations and understanding the Company’s results of operations.  Those policies and estimates can be found in Note 1, “Summary of Significant Accounting Policies”, of the Notes to Consolidated Financial Statements and in “Critical Accounting Policies and Estimates”, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013 and in Note 1, “Critical Accounting Policies and Estimates”, in the Notes to Consolidated Financial Statements in this Form 10-Q.  Accordingly, this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended March 31, 2013.  During the three and six month periods ended September 30, 2013, there were no significant changes to any critical accounting policies, judgments involved in applying those policies, or the methodology used in determining estimates with respect to those related to investment securities, revenue recognition, inventories, goodwill, intangible assets, property and equipment, income taxes, and contingencies.

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Business Overview

 

AVX is a leading worldwide manufacturer and supplier of a broad line of passive electronic components. Virtually all types of electronic devices use our passive component products to store, filter, or regulate electric energy.  We also manufacture and supply high-quality electronic connectors and interconnect systems for use in electronic products. 

 

We have manufacturing, sales, and distribution facilities located throughout the world, which are divided into three main geographic regions: the Americas, Asia, and Europe.  AVX is organized into five main product groups with three reportable segments: Passive Components, KED Resale, and Interconnect.  The Passive Components segment consists primarily of surface mount and leaded ceramic capacitors, RF thick and thin film components, surface mount and leaded tantalum capacitors, surface mount and leaded film capacitors, ceramic and film power capacitors, super capacitors, EMI filters (bolt in and surface mount), thick and thin film packages of multiple passive integrated components, varistors, thermistors, inductors, and resistive products.  The KED Resale segment consists primarily of ceramic capacitors, frequency control devices, SAW devices, sensor products, RF modules, actuators, acoustic devices, and connectors produced by Kyocera and resold by AVX.  The Interconnect segment consists of automotive, telecom, and memory connectors manufactured by AVX Interconnect and KCP Resale connector products.  

 

Our customers are multi-national original equipment manufacturers, or OEMs, independent electronic component distributors, and electronic manufacturing service providers, or EMSs.  We market our products through our own direct sales force and independent manufacturers’ representatives, based upon market characteristics and demands.  We coordinate our sales, marketing, and manufacturing organizations by strategic customer account and globally by region.

 

We sell our products to customers in a broad array of industries, such as telecommunications, information technology hardware, automotive electronics, medical devices and instrumentation, industrial instrumentation, defense and aerospace electronic systems, and consumer electronics.

 

Results of Operations - Three Months Ended September 30, 2013 and 2012

 

Our net income for the quarter ended September 30, 2013 was $28.8 million, or $0.17 per share, compared to net income of $28.0 million, or $0.17 per share, for the quarter ended September 30, 2012.

 

 

 

 

Net sales in the three months ended September 30, 2013 increased  $15.0 million, or 4.1%, to $375.8 million compared to $360.8 million in the three months ended September 30, 2012. This increase is primarily a result of the incremental sales attributable to our acquisition of the Tantalum Components Division of Nichicon Corporation (“Asia Tantalum”), which was acquired in February of 2013. Compared to the same period last year, supply chain inventory levels appear to have remained steady as product manufacturers managed purchases in light of consistent end-market demand and economic uncertainty. Overall sales prices for our commodity components declined moderately this quarter when compared to the same quarter in the prior year resulting from increased competitive pricing pressure.

 

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The table below represents product group revenues for the quarters ended September 30, 2012 and September 30, 2013.

 

 

 

 

Passive Component sales increased  $24.8 million, or 11.6%, to $239.1 million in the three months ended September 30, 2013 from $214.3 million during the same quarter last year, as consistent demand in many of the markets that we serve, particularly in the automotive sector.  The sales increase in Passive Components reflects the overall increased unit demand for electronics across global markets as customers introduced new end-market products.  The impact of the Asia Tantalum acquisition, which was completed in February of 2013, accounted for $15.8 million of the increased sales of our tantalum products. The increase in sales of Ceramic Components reflects a higher volume of unit sales resulting from an increase in the sale of higher capacitance components compared to the same quarter last year, partially offset by lower selling prices.

 

KDP and KCD Resale sales decreased  $16.2 million, or 16.0%, to $84.9 million in the three months ended September 30, 2013 compared to $101.0 million during the same period last year.  When compared to the same period last year, the decrease during the quarter ended September 30, 2013 is primarily attributable to lower sales to the telecommunications and computer manufacturers as they changed design specifications and managed inventory levels in response to demand and new product introduction cycles.

 

 

Total connector sales, including AVX Interconnect manufactured and KCP Resale connectors, increased $6.3 million, or 13.8%, to $51.8 million in the three months ended September 30, 2013 compared to $45.5 million during the same period last year. This increase was primarily attributable to stronger demand in the automotive sector reflective of the increased electronic content in today’s automobiles.

 

Our sales to independent electronic distributor customers represented 40.7% of total sales for the three months ended September 30, 2013, compared to 38.7% for the three months ended September 30, 2012.  Overall, distributor activity increased 9.6% when compared to the same period last year. This increase is reflective of their customer demand improvements and the low inventory levels maintained by distributors in the prior year.  Our sales to distributor customers involve specific ship and debit and stock rotation programs for which sales allowances are recorded as reductions in sales.  Such allowance charges were $11.0 million, or 7.2% of gross sales to distributor customers, for the three months ended September  30, 2013 and $7.9 million, or 5.7% of gross sales to distributor customers, for the three months ended September 30, 2012.  This increase in activity is reflective of the competitive market conditions and resulting increased sales pricing pressure when compared to the same period last year.  Applications under such programs for the quarters ended September 30, 2013 and 2012 were approximately $11.1 million and $8.4 million, respectively.

 

Geographically, compared to the same period last year, sales increased in Europe, Asia and the Americas tracked the overall macroeconomic conditions in these regions.  Sales in the Asian market decreased to 47.9% of total sales while sales in the Americas and Europe increased to 28.0% and 24.2% of total sales, respectively.  This compares to 49.3%,  26.6%, and 24.1% of total sales for the Asian, American, and European regions in the same period last year, respectively. The movement of the U.S. dollar against certain foreign currencies resulted in an unfavorable impact on sales of approximately $7.8 million when compared to the same period last year.

 

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Gross profit in the three months ended September  30, 2013 was 19.0% of sales, or $71.5 million, compared to a gross profit margin of 19.1%, or $68.9 million, in the three months ended September  30, 2012. This moderate decrease is primarily attributable to lower selling prices reflective of competitive pricing pressure in the global marketplace partially offset by a higher mix of value added components.  We continue to focus on spending controls and cost reductions in light of the global demand for electronic components.  Costs due to currency movement of the U.S. dollar against certain foreign currencies were favorably impacted in the current quarter by approximately  $14.7  million when compared to the same quarter last year.

 

Selling, general and administrative expenses in the three months ended September  30, 2013 were $30.2 million, or 8.0% of net sales, compared to $29.7 million, or 8.2% of net sales, in the three months ended September  30, 2012.   The overall increase in selling, general and administrative expenses is primarily due to higher selling expenses resulting from the increased level of sales. 

 

As a result of the factors set forth above, income from operations was  $41.4 million in the three months ended September 30, 2013 compared to $39.3 million in the three months ended September 30, 2012.

 

Our effective tax rate for the three months ended September 30, 2013 was  31.0% compared to 31.3% for the three months ended September 30, 2012. 

 

As a result of the factors discussed above, net income for the three month period ended September 30, 2013 was $28.8 million compared to $28.0 million for the same three month period last year.

 

Results of Operations - Six Months Ended September 30, 2013 and 2012

 

Our net income for the six month period ended September 30, 2013 was $56.5 million, or $0.33 per share, compared to net loss of $(108.7) million, or $(0.64) per share, for the six month period ended September 30, 2012. The net loss for the six month period ended September 30, 2012 includes an environmental charge of $266.3 million related to environmental issues at the New Bedford Harbor Superfund site in Massachusetts discussed under “Liquidity and Capital Resources” below and in Note 8 to the Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.

 

 

 

Net sales in the six months ended September 30, 2013 increased  $31.2 million, or 4.4%, to $745.2 million compared to $714.0 million in the six months ended September 30, 2012. This increase is primarily a result of the incremental sales attributable to our acquisition of the Tantalum Components Division of Nichicon Corporation (“Asia Tantalum”), which was completed in February of 2013. Compared to the same period last year, supply chain inventory levels appear to have remained steady as product manufacturers managed purchases in light of consistent end-market demand and economic uncertainty. Overall sales prices for our commodity components declined moderately over the six month period when compared to the same six month period in the prior year resulting from increased competitive pricing pressure.

 

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The table below represents product group revenues for the six month periods ended September 30, 2012 and September 30, 2013.

 

 

 

Passive Component sales increased $43.8 million, or 10.2%, to $471.9 million in the six months ended September 30, 2013 from $428.1 million during the same period last year, as we saw increases in many of the markets that we serve, particularly in the automotive sector and component sales related to higher-end smart phones and tablet devices.  The sales increase in Passive Components reflects the overall improving demand for electronics across global markets as customers managed inventory levels in response to overall spending by consumers and manufacturers when compared to the same quarter last year.  The impact of the Asia Tantalum acquisition, which was completed in February of 2013, accounted for $28.5 million of increased sales of our tantalum products. The increase in sales of Ceramic Components reflects a higher volume of unit sales resulting from an increase in the sale of higher capacitance components compared to the same quarter last year, partially offset by lower selling prices.

 

KDP and KCD Resale sales decreased $19.0 million, or 9.8%, to $174.9 million in the six months ended September 30, 2013 compared to $193.9 million during the same period last year.  When compared to the same period last year, the decrease during the six months ended September 30, 2013 is primarily attributable to lower sales to the telecommunications and computer manufacurers as they changed design specifications and managed inventory levels in response to demand and new product introduction cycles.

 

Total connector sales, including AVX Interconnect manufactured and KCP Resale connectors, increased  $6.4 million, or 7.0%, to $98.4 million in the six months ended September 30, 2013 compared to $92.0 million during the same period last year. This increase was primarily attributable to stronger demand in the automotive sector reflective of the increased electronic content in today’s automobiles.

 

Our sales to independent electronic distributor customers represented 39.6% of total sales for the six months ended September 30, 2013, compared to 38.8% for the six months ended September 30, 2012.  Overall, distributor activity increased 6.7% when compared to the same period last year. This increase is reflective of their customer demand improvements and the low inventory levels maintained by distributors in the prior year.  Our sales to distributor customers involve specific ship and debit and stock rotation programs for which sales allowances are recorded as reductions in sales.  Such allowance charges were $21.2 million, or 7.2% of gross sales to distributor customers, for the six months ended September 30, 2013 and $17.1 million, or 6.2% of gross sales to distributor customers, for the six months ended September 30, 2012.  This increase in activity is reflective of the competitive market conditions and resulting increased sales pricing pressure when compared to the same period last year.  Applications under such programs for the six month periods ended September 30, 2013 and 2012 were approximately $20.5 million and $16.9 million, respectively.

 

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Geographically, compared to the same period last year, sales increased in all regions tracking the overall global macroeconomic conditions.  Sales in the Asian market decreased to 47.5% of total sales while sales in the Americas and Europe increased to 27.7% and 24.8% of total sales, respectively. This compares to 47.8%,  27.5%, and 24.7% of total sales for the Asian, American, and European regions in the same period last year, respectively. The movement of the U.S. dollar against certain foreign currencies resulted in an unfavorable impact on sales of approximately $18.2 million when compared to the same period last year.

 

Gross profit in the six months ended September  30, 2013 was 18.8% of sales, or $139.8 million, compared to a gross profit margin of 19.3%, or $137.9 million, in the six months ended September 30, 2012. This overall decrease is primarily attributable to slightly lower selling prices reflective of competitive pricing pressure in the global marketplace.  We continue to focus on spending controls and cost reductions in light of the global demand for electronic component parts. Costs due to currency movement of the U.S. dollar against certain foreign currencies were favorably impacted in the current period by approximately $29.0 million when compared to the same quarter last year.

 

Selling, general and administrative expenses in the six months ended September  30, 2013 were $59.2 million, or 7.9% of net sales, compared to $59.4 million, or 8.3% of net sales, in the six months ended September 30, 2012.  The overall decrease in selling, general and administrative expenses is primarily due to lower legal and professional fees and other general expenses, partially offset by higher ammortization and depreciation in addition to higher selling expenses resulting from the increased level of sales when compared to the same period last year.    

 

Income (loss) from operations was  $80.6 million in the six months ended September 30, 2013 compared to $(187.7) million in the six months ended September 30, 2012.  This increase is a result of the factors set forth above and the recognition of a $266.3 million charge related to remediation issues at the New Bedford Harbor Superfund site in Massachusetts during the six months ended September 30, 2012.

 

The effective tax rate the six month period ended September 30, 2013 was 31.0%, compared to 41.0%, for the same period last year.  The change in effective tax rate is primarily attributable to the tax benefit related to the New Bedford Harbor environmental charge recognized during the six month period ended September 30, 2012.  Exclusive of this item, the effective tax rate for the six month period ended September 30, 2012 would have been approximately 29.6%.    The increase in the effective tax rate compared to the prior year effective tax rate excluding the tax benefit related to the environmental charge is due to projected profits in various different tax rate jurisdictions when compared to the same period in the prior year.

 

As a result of the factors discussed above, net income (loss) for the six month period ended September 30, 2013 was $56.5 million compared to $(108.7) million for the same six month period last year.

 

Outlook

 

Near-Term:

 

With uncertain global geopolitical and economic conditions, it is difficult to quantify expectations for the remainder of fiscal 2014.  Near-term results for us will depend on the impact of the overall global geopolitical and economic conditions and their impact on telecommunications, information technology hardware, automotive, consumer electronics, and other electronic markets.  Looking ahead, visibility is low and forecasting is a challenge in this uncertain and volatile market.  We expect to see typical pricing pressure in the markets we serve due to competitive activity.  In response to anticipated market conditions, we expect to continue to focus on cost management and product line rationalization to maximize earnings potential.  We also continue to focus on process improvements and enhanced production capabilities in conjunction with our focus on the sales of value-added electronic components to support today’s advanced electronic devices.  If current global geopolitical and economic conditions worsen, the overall impact on our customers as well as end user demand for electronic products could have a significant adverse impact on our near-term results.

 

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Long-Term:

 

Although there is uncertainty in the near-term market as a result of the current global geopolitical and economic conditions, we continue to see opportunities for long-term growth and profitability improvement due to: (a) a projected increase in the long-term worldwide demand for more sophisticated electronic devices, which require electronic components such as the ones we sell, (b) cost reductions and improvements in our production processes, and (c) opportunities for growth in our Advanced Component and Interconnect product lines due to advances in component design and our production capabilities.  We have fostered our financial health and the strength of our balance sheet.  We remain confident that our strategies will enable our continued long-term success.

 

Liquidity and Capital Resources

 

Liquidity needs arise primarily from working capital requirements, dividend payments, capital expenditures, and acquisitions.  Historically, we have satisfied our liquidity requirements through funds from operations and investment income from cash, cash equivalents, and investments in securities.  As of September 30, 2013, we had a current ratio of 4.4 to 1, $1,094.5 million of cash, cash equivalents, and short-term and long-term investments in securities, $2,011.6 million of stockholders’ equity, and no debt.

 

Net cash provided by operating activities was $74.6 million in the six months ended September 30, 2013 compared to $94.6 million of cash provided by operating activities in the six months ended September  30, 2012.  The decrease in operating cash flow compared to the same period last year was primarily a result of higher inventory levels and other increased working capital requirements resulting from the higher volume of sales and related production.

 

Purchases of property and equipment were $12.4 million in the six month period ended September 30, 2013 compared to $23.9 million in the six month period ended September 30, 2012. Expenditures in the prior year were primarily made in connection with the expansion of interconnect manufacturing operations in the Czech Republic.  We continue to make strategic investments in our advanced passive component and interconnect product lines and expect to incur capital expenditures of approximately $30 million in fiscal 2014.  The actual amount of capital expenditures will depend upon the outlook for electronic component demand. 

 

The majority of our funding is internally generated through operations and investment income from cash, cash equivalents, and investments in securities.  Since March 31, 2013, there have been no material changes in our contractual obligations or commitments for the acquisition or construction of plant and equipment or future minimum lease commitments under noncancellable operating leases.  Based on our financial condition as of September 30, 2013, we believe that cash on hand and cash expected to be generated from operating activities and investment income from cash, cash equivalents, and investments in securities will be sufficient to satisfy our anticipated financing needs for working capital, capital expenditures, environmental clean-up costs, funding the New Bedford Harbor settlement, research, development and engineering expenses, acquisitions of businesses, and any dividend payments or stock repurchases to be made during the year.  Changes in demand may have an impact on our future cash requirements; however, changes in those requirements are mitigated by our ability to adjust manufacturing capabilities to meet increases or decreases in customer demand.  We do not anticipate any significant changes in our ability to generate or meet our liquidity needs in the long-term.

 

From time to time we enter into delivery contracts with selected suppliers for certain precious metals used in our production processes.  The delivery contracts represent routine purchase orders for delivery within three months and payment is due upon receipt.  As of September 30, 2013, we did not have any significant delivery contracts outstanding.    

 

We are involved in disputes, warranty, and legal proceedings arising in the normal course of business. While we cannot predict the outcome of these proceedings, we believe, based upon our review with legal counsel, that none of these proceedings will have a material impact on our financial position, results of operations, comprehensive income (loss), or cash flows. However, we cannot be certain if the eventual outcome and any adverse result in these or other matters that may arise from time to time may harm our financial position, results of operations, comprehensive income (loss), or cash flows.

 

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In 1991, in connection with a consent decree finally approved in 1992 (“1992 Consent Decree”), we paid $66.0 million, plus interest, toward the environmental conditions at, and remediation of, New Bedford Harbor in the Commonwealth of Massachusetts (“the harbor”) in a settlement with the United States and the Commonwealth of Massachusetts (sometimes the “Governments”), subject to reopener provisions, including a reopener if certain remediation costs for the site exceed $130.5 million. 

   

On April 18, 2012, the EPA issued to the Company a Unilateral Administrative Order (“UAO”) directing the Company to perform the Remedial Design, the Remedial Action, and Operation and Maintenance as set forth in the UAO, for the harbor clean-up, pursuant to the reopener provisions.  The original effective date set forth in the UAO was June 18, 2012 (and subsequently extended to January 2, 2014), pursuant to which the Company had to inform the EPA if it intended to comply with the UAO.

 

On October 10, 2012, the EPA, the United States, the Commonwealth of Massachusetts and AVX announced that they had reached a settlement with respect to the EPA’s ongoing clean-up of the harbor.  That agreement is set forth in a Supplemental Consent Decree (“Supplemental CD”) that modifies certain provisions of the 1992 Consent Decree, including elimination of the Governments’ right to invoke any clean-up reopener provisions in the future.  Under the terms of the settlement, AVX will pay $366.3 million, plus interest computed from August 1, 2012, in three installments over a two-year period for use by the EPA and the Commonwealth to complete the clean-up of the harbor.  In addition, the settlement requires EPA to withdraw the UAO. 

 

The United States District Court (the “Court”) approved the settlement and entered the Supplemental CD on September 19, 2013.  A third party has the right to file an appeal of entry of the Supplemental CD until November 18, 2013.  As of September 30, 2013, the Company has recorded a liability for the full amount of the settlement.

 

On October 18, 2013, the Company paid the initial settlement payment of $133.4 million, plus accrued interest on the entire settlement amount through that date, into a court-managed registry account (“registry”).  This payment and any other payments made by AVX into the registry shall not be disbursed to the Governments except by order of the Court issued after either (a) the time by which the third party may seek an appeal of the Supplemental CD has expired, or (b) the Court’s approval of the Supplemental CD is upheld on appeal and all appellate rights are exhausted.  The effective date of the UAO will be extended throughout any appeal period, and the UAO will be withdrawn prior to any disbursement of the registry funds to the Governments.  

 

 

We have also been named as a potentially responsible party in state and federal administrative proceedings seeking contribution for costs associated with the correction and remediation of environmental conditions at various other waste disposal and operating sites.  In addition, we operate on sites that may have potential future environmental issues as a result of activities at sites during AVX’s long history of manufacturing operations or prior to the start of operations by AVX.  Even though we may have rights of indemnity for such environmental matters at certain sites, regulatory agencies in those jurisdictions may require us to address such issues.  Once it becomes probable that we will incur costs in connection with remediation of a site and such costs can be reasonably estimated, we establish reserves or adjust our reserves for our projected share of these costs. A separate account receivable is recorded for any indemnified costs. Our environmental reserves are not discounted and do not reflect any possible future insurance recoveries, which are not expected to be significant, but do reflect a reasonable estimate of cost sharing at multiple party sites or indemnification of our liability by a third party.

 

New Accounting Standards

 

Information related to new Statement of Financial Accounting Standards and Financial Accounting Standards Board Staff Positions that we have recently adopted or are currently reviewing can be found in Note 1, “Summary of Significant Accounting Policies”, of the Notes to Consolidated Financial Statements and in “Critical Accounting Policies and Estimates” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Annual Report on Form 10-K for the fiscal year ended March 31, 2013.  Accordingly, this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended March 31, 2013.

 

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Our sales are denominated in various foreign currencies in addition to the U.S. dollar. Certain manufacturing and operating costs denominated in local currencies are incurred in Europe, Asia, Mexico, and Central and South America. Additionally, certain purchases of resale products from Kyocera are denominated in Yen.  As a result, fluctuations in currency exchange rates affect our operating results and cash flow. In order to minimize the effect of movements in currency exchange rates, we periodically enter into forward exchange contracts to hedge external and intercompany foreign currency transactions. We do not hold or issue derivative financial instruments for speculative purposes.  Accordingly, we have hedging commitments to cover a portion of our exchange risk on purchases, operating expenses, and sales. There have been no material net changes in our exposure to foreign currency exchange rate as reflected in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013. See Note 13 of our Notes to Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q for further discussion of derivative financial instruments.

 

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As of the end of the period covered in this report, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

 

In addition, there were no changes in our internal control over financial reporting during the first two quarters of fiscal 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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Please refer to Part I Item 3, “Legal Proceedings”, in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013. In addition, see Note 8, “Commitments and Contingencies”, in our Notes to Consolidated Financial Statements in Part I, Item 1 to this Form 10-Q for a discussion of our involvement as a potentially responsible party at certain environmental remediation sites.

 

 

Please refer to Part I, Item 1A., Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013 for information regarding factors that could affect our results of operations, financial condition, and liquidity. For an update of risk factors relating to our potential environmental liabilities as described under the caption “Changes in our environmental liability and compliance obligations may adversely impact our operations” in the Annual Report Risk Factors, see Note 8, “Commitments and Contingencies”, in our Notes to Consolidated Financial Statements in Part I, Item 1 to this Form 10-Q.

 

 

Issuer Purchases of Equity Securities

 

The following table shows our purchases of common stock during the quarter.

 

 

 

 

 

ITEM 5.       OTHER DISCLOSURES

 

There have been no material changes required to be reported under this Item that have not previously been disclosed in the annual report on Form 10-K, other than as follows:

 

Disclosures Required Pursuant to Section 13(r) of the Securities Exchange Act of 1934

 

Under the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we are required to include certain disclosures in our periodic reports if we or any of our “affiliates” (as defined in Rule 12b-2 under the Exchange Act) knowingly engaged in certain specified activities during the period covered by the

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report. Because the Securities and Exchange Commission (“SEC”) defines the term “affiliate” broadly, it includes any entity controlled by us as well as any person or entity that controls us or is under common control with us (“control” is also construed broadly by the SEC).

 

We are not presently aware that we and our consolidated subsidiaries have knowingly engaged in any transaction or dealing reportable under Section 13(r) of the Exchange Act during the fiscal quarter ended September 30, 2013. In addition, except as described below, at the time of filing this quarterly report on Form 10-Q, we are not aware of any such reportable transactions or dealings by companies that may be considered our affiliates as to whether they have knowingly engaged in any such reportable transactions or dealings during such periods. Upon the filing of periodic reports by such other companies for the fiscal quarter or fiscal year ended September 30, 2013, as the case may be, additional reportable transactions may be disclosed by such companies.

 

Kyocera Corporation of Japan (“Kyocera”), a public company and our majority stockholder, which owns approximately 72% of our outstanding common stock, has a subsidiary that conducted transactions with Iran-related organizations in the six months ended September 30, 2013, which is required disclosure under Section 13(r) of the Securities Exchange Act of 1934, as amended. TA Triumph-Adler Deutschland GmbH (TADG), a wholly-owned subsidiary of TA Triumph-Adler GmbH, which is a wholly-owned German-based subsidiary of Kyocera Document Solutions Inc., has a lease and service maintenance contract for multifunctional peripheral machines and printers with a branch of Bank Saderat Iran in Hamburg, Germany, of which one of the major shareholders is the Government of Iran. This contract began from October 2007 and ended in September 2013. Total sales and interest revenue under this contract in actual U.S. dollars were approximately $1,059 and $207, respectively for the six month period ended September 30, 2013. The total net profits were substantially less than those amounts. TADG also had a lease and service maintenance contract for multifunctional peripheral machines with Intra Chem Trading GmbH in Hamburg, Germany, a petrochemical company which is a German-based subsidiary of a petrochemical company in Iran. This contract began in August 2008 and ended in July 2013. Total sales and interest revenue under this contract in actual U.S. dollars were approximately $208 and $51, respectively for the six month period ended September 30, 2013. The total net profits were substantially less than those amounts. Kyocera believes these transactions made by TADG were conducted in compliance with the applicable laws in Germany.

 

 

 

 

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Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

Date:   November 7, 2013

 

 

 

 

 

 

 

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