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Executives

William Lowe – EVP and CFO

Per-Olof – CEO

Analysts

Ritu – Bank of America

Sherri Scribner – Deutsche Bank

Hamed Khorsand – BWS Financial

Kemet Corporation (KEM) NEC TOKIN Joint Venture Call March 12, 2012 4:30 PM ET

Operator

Good afternoon. My name is Nane and I will be your conference operator today. At this time, I would like to welcome everyone to the KEMET Discussion for the NEC TOKIN Joint Venture Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. (Operator Instructions) Thank you.

Mr. William Lowe, you may begin your conference.

William Lowe

Thank you, Nane, and good afternoon, everyone. And welcome to KEMET’s conference call to discuss our announcement this morning regarding acquisition of a 34% interest in NEC TOKIN and our option to acquire 100% over a period of time. This is Bill Lowe, Executive Vice President and CFO. And on the call with me today is Per-Olof, our Chief Executive Officer.

We are speaking with you today from Tokyo, Japan, for us it is very early Tuesday morning. As – I remind that you we have a few slides available on our website, specifics to which we’ll be referring to today. And there is a video piece in parallel with similar comments that we’ll share with you on this call this morning for future reference. Please go to kemet.com and click on the Investor Relations tab in the top right portion of our homepage. Once there click on the NEC TOKIN joint venture conference call, link to access this information. The video can be accessed by the link on our own homepage.

Before we begin, we would like to advise you that all statements that address expectations or projections about the future are forward-looking statements. Some of these statements include words such as expects, anticipates, plans, intends, projects and indicates.

Although they reflect our current expectations, these statements are not guarantees of future performance, but involve a number of risks, uncertainties and assumptions. Please refer to our 10-Ks, 10-Qs and recent registration statements, filings for additional information on risks and uncertainties.

And now, with that, I’ll turn the call over to Per. Per?

Per-Olof

Thank you, Bill, and most of you good afternoon. For Bill, good morning. We are excited to be able to share with you transforming piece in this for our company. Today is certainly the most dramatic change in history of our company and that is the goal to say that even the electronics component solutions industry may sit up and take notice.

We are presenting today a road map (inaudible). KEMET and NEC TOKIN will as a result from probably its one of the most exciting solution companies in the world. KEMET founded as chemical and metallurgical laboratory in Cleveland, Ohio in 1919, we will have traveled from being mostly the U. S. centered company we are an international organization to truly becoming a global enterprise with significant operations in virtually every corner of the world, now even in Japan.

For me, ever since I joined KEMET, I have felt that without a real presence in Japan, or maybe even more importantly, without a Japanese know-how and technology, we cannot truly hold ourselves forward. This strategy will alter the course of our combined enterprise for years to come and for sure for the better.

The long-term opportunities for our people and business growth have opened up immensely for all KEMET and NEC TOKIN employees and the future opportunities for all our stakeholders, customers and investors will be at a new and higher plateau. Simply put, our target revenue for the combined enterprise we project it to almost double from KEMET’s current level upon the exercise of the third and final option periods and we are targeting $300 million to $400 million of EBITDA, excuse me, excuse me – per annum by fiscal ‘16. Again, as a combined entity, once integration is fully consonated.

The transaction has changed overtime and it’s designed this way to ensure that we take considered and well thrown our approaches and steps to the proposed integration in order to fully diminish of the untold opportunities that this presents. And of course, fully understand how we both NEC TOKIN and KEMET together can become one company with a truly global mindset.

We’re all coming to this partnership with the willingness to learn and to grow together. This following to deliver outstanding customer experiences to all of our customers wherever that you call home. While the CapEx is subject to customer regulatory review, it comprises three major steps. First, we will pay $50 million in exchange for 34% economic interest in NEC TOKIN or NT, while old 51% of the voting common stock creating a joint venture.

Our payment of $50 million is expected to be applied against NT’s incurred debt. Thereafter, it is our expectation that we will make a second $50 million payment in August 2014, in exchange for increased economic interest in NT and stepping out for economic ownership to 49% while maintaining 51% of the voting common stock. The value of the third and final payment will depend upon on the operating results of NT at the time and will rabate some six times multiple of EBITDA on the trailing 12 months performance plus the first $100 million that KEMET has already paid for the first 49% of ownership of $250 dollars whichever is greater.

We will have a majority of NT Board with four out of the seven Board seats. However, NT will retain significant minority rights during the time on the joint venture. This step is designed to allow us to align all stakeholders KEMET, NEC, NSC towards the successful integration, rebuilding, restructuring and continued optimization of NT in preparation and anticipation of the third and final step in this transaction.

As a result of this significant minority rights, KEMET will report our share of the income and loss and income from an equity affiliate and will not consolidate the financial results of NEC TOKIN with the KEMET financial operating results during the joint-venture period.

From the balance sheet perspective, KEMET is not absorbing or consolidating the NEC’s TOKIN debt nor are we guaranteeing or pledging any absence against the debt on the balance sheet of NEC TOKIN. From a working capital point of view, we also don’t have a grow on our cash during the joint-venture period. NEC TOKIN is in the process of rebuilding its Thailand operation as top prior public announcements had indicated.

We believe that there is sufficient insurance recovery proceeds to accomplish the tasks on hand. We have reviewed the plan for recovery and we will be working with them, with the goal of insurance success at the earliest possible time. However, in the short to midterm, the rebuilding of the Thailand capacitor facility and the result in overall restructuring may negatively impact our income statement. With 34% economic ownership KEMET will report its share on the profit losses of NT.

That said this operating impact as it occurs is really only on paper. The results of operations will now affect our cash position as I mentioned earlier. NT of course will continue to operate with third management and in its third manufacturing location as well would have recapped. We believe that the combined management team strength will serve to this venture a strong success. We’ll be able to leverage our procurements, logistics, IT, Finance and human resources to optimize our cost of systems to better serve our combined customer base.

Now I’ll cover the financial aspects of the transaction. Let me make a few brief comments on the opportunities for both KEMET and NT customers and what value are working together will they? We’re very enthusiastic about what this venture means for both NT’s and KEMET’s customers. First and foremost, we see an opportunity to address the disparity between KEMET and NT’s regional markets source. NT is heavily Asia biased with only small portion of the business outside Asia, this window will now be opened to KEMET products and conversely our window will be opened in NAFTA and EMEA for NT products.

KEMET has also significant breadth and depth in this distribution network. The opening up of this channel to the NT products creates significant opportunities for revenue growth. Similarly NT has traditional strong relationships with the trading partners, which create further opportunities for our products. And importantly, our technical centers will work together in co-developing new products that can be brought to market to the benefit of our customers.

In my video on our website, I go into a little more detail regarding the NT and KEMET product lines and the potential benefits to both of our customer bases. I will stop here and make some final remarks before opening up to questions. We believe that this joint venture in subsequent steps that we will take over time will be transformational for the employees in both companies, will benefit our combined customer base and KEMET’s investors.

Bill and I both look forward to discussing this acquisition further as we travel to meet with customers and investors. The hard work is (inaudible) NT and KEMET are up to the challenge. Finally and as I said in my opening remarks, we aim to create the ultimate customer experience and performance solutions industry.

And with that, I’ll turn it over to you for any questions. Thank you.

Question-and-Answer Session

Operator

(Operator Instructions) And your first question is from Wamsi Mohan.

Ritu – Bank of America

Yes. Hi. This is Ritu filling in for Wamsi today. Good morning, Bill; good morning, Per. Just first a clarification on the total price to be paid if consolidation happens. Assuming the third payment and you get to that stage, assuming it’s $250 million, would the total amount paid have been $350 million, that’s the 50:50, 250 or would it have been a total of 250?

Per-Olof

That will be 350 process, 250 process, 250, so it’s – you’re correct, 350 is the number.

Ritu – Bank of America

Okay, great. And I assume there is lots of revenue synergies that you can have with NEC TOKIN, so could you give us an idea of how the revenues progressed from last year’s $700 million – $755 million to the $1.8 billion that you outlined for the joint company in fiscal ‘16? How do you see their revenue growth progressing?

William Lowe

Well, we set that as a target for the combined companies. Historically, we provided you in the press release as well as the comments what their historical revenue was based upon their fiscal year ended last March. And, I think, you just see from that value combine with KEMET is base upon which we plan to grow organically from combining with these companies and we have set the target for the range that we’ve established.

Ritu – Bank of America

Okay. That was helpful. And this is the same question on operating margin. I think the target that you set for fiscal ‘16 that amounts to about 19% EBITDA margin and I believe NT had about 3% op margin last year in fiscal ‘11 and this year they may have some – they were having issues with the flooding obviously. So how do you see their op margin progressing from now till fiscal ‘16. Could you give us an idea of how that progresses?

Per-Olof

They have 7 billion yen on their EBITDA margin last year.

William Lowe

They were running last year about ten – run about a 10% –

Per-Olof

A little over 10%.

William Lowe

– little over 10% EBITDA margin in their fiscal year ended March – last March. And I think, as Per mentioned in the formal comments, during this rebuilding period, the opinion on how our insurance proceeds roll in, it’s volatile that we still have negative impacts in the short-term from the period of time they were rebuilding facilities. So we expect to see a potential short-term debt and then as that recovers as the time on facilities or back online we begin to have the opportunity to integrate many of the functions with KEMET and then NEC TOKIN, that we’ll then see that combined limited grow in reading going – reaching towards our target range in fiscal ‘16.

Ritu – Bank of America

Okay. And the last one from me, if I can. So during the period of the joint-venture, you’re not consolidating their assets and liabilities. So, I assume, 34% – in the first stage, 34% of their net income would come as an equity income line on the income statement. Would that be before the tax line or after-tax line?

William Lowe

Matt, probably, when you look at that, it’s probably going to be a net of tax situation. But, it’s my guess, so it probably would be after tax number would come through and we want our equity coming off the affiliates.

Ritu – Bank of America

Okay. All right. Thank you so much.

Operator

Your next question comes is from (inaudible).

Unidentified Analyst

Hi. Thank you. Bill, I was hoping you would clarify, how do you get from the – if I look at your trailing 12 month of EBITDA for about $162 million. I was hoping you can help us to bridge how you get to the $300 million to $400 million expected for the combined entity, taking into account benefits from ‘09 or ‘10, some other moves you’ve made in consolidating the supply chain plus NEC?

William Lowe

Well, again, we’re down to be in the specific. So again, these are the targets we have set and trailing you’re right trailing number, that’s the good trailing number that you just find it. And as you know, the last two quarters, we’ve been in a pullback period from our distribution channel.

Unidentified Analyst

Yeah.

William Lowe

It is, of course, of the fact that both our revenue and our EBITDS. So we’re bottoming out. When you look down and say, well, we’re at the starting point. I think you have to look into it to get back to normal, when you think you’ll get back to normal, and then take into account of the benefits that we described from the number one. And number two then how long our term basis, what benefits potentially our company from the combination of this joint venture to both KEMET and NEC TOKIN. So that when we combine it 100% level, we are at a much higher level than we are today.

Per-Olof

And I think also you need to take into consideration (inaudible) is going to benefit NEC TOKIN as well, of course.

Unidentified Analyst

Okay. And then, perhaps for you Per. I’m not very familiar with the non-capacitor portfolio of NEC TOKIN. I was hoping you could shed some light, A) Are all those pieces pretty exciting to you would you – when, if and when 100% consolidated, would there be pieces that you may look to de-emphasize? And then maybe just – if you choose to keep the entire portfolio, maybe a sense of NEC TOKIN’s relative position in some of these areas, particularly the big ones EMC and EMD.

Per-Olof

I mean, both EMC and EMD are pretty large markets. And then we have a very focused approach to both of these and the total revenue for those markets. And there is a little piece on the access controller, our smaller markets, but EMC and EMD are the main ones and they are in the $4 million range. And they have – they are focusing on the areas where we are as well.

So I mean, they are more focused very strong for them and that, of course, is an area where we are – where we’re also very focused. And particularly with the release with the EMD products at this particular stage, that’s a very encouraging signs for that business as we move into the next stage and also on the magnetic side they have significant capability.

We’ve been in that business for a long time and they also have some very interesting technological breakthroughs, which I won’t go into in a lot of detail that we are looking to further help their revenue improvement. And also keep in mind that their focus is very Asian and also sometimes very Japanese. And we believe that there is a significant challenge sanctioned for both companies.

For our products into Japan, which is basically completed wide in terms of our revenues. To them into the U. S. which again for them is completely wide pretty much. And therefore, the opportunities here as much as the fact that we can share technologies, but we also share in the markets where they have strength, we have weakness and vice versa.

So we really believe, this is a – which almost has been made happened, but it really have some very interesting opportunities for both companies. And as you may know, our polymer technology that we today enjoy was a result of a working together with NEC TOKIN, were NEC at the time actually, and then transferring their technology to us. And we had a long relationship within them, a lot of these products have been transferred. So there is a lot of knowledge about NEC TOKIN. People and ourselves coming into the center as one.

Unidentified Analyst

And just my final question. I’m just trying to understand how much control do you actually have with your 15% voting rights, for example, in the case of Thailand, would you have control to decide how much of the capacity comes back online?

William Lowe

Well, I mean, we have 4 out of the 7, of the 7 vouch right. So assuming that our Board members show up on time. We should with people to have that control, but we don’t look at this is where this is a joint-venture and as we’ve any successful joint-venture really based on the trust between the parties and we’ve this conversation for a very, very long time. And I think the fact that we were able to come to this agreement is I think, showing the trust and the good relations between actual operations.

Unidentified Analyst

I get that.

Per-Olof

Technically, yes. We do have control, but that’s not how we do this.

Unidentified Analyst

Thank you. I’ll jump back in queue.

Operator

Your next question is from Sherri Scribner.

William Lowe

Good morning Sherri. How are you?

Sherri Scribner – Deutsche Bank

Thank you, Hi, Per and Bill. I just had a couple of questions, in terms of the Thailand recovery, how are things progressing there for NEC and when would you – when do they expect to be back up in running?

William Lowe

Well, the backup is there a check sometimes and they have announced that they intend to put 100 some million pieces of amount of capacity in polymers back online in Thailand and then also their super caps, they’re going to put back online in Thailand. And I think, and it’s basically on schedule, but of course Thailand, everyday is another interesting opportunity because there is so much destruction there. So that’s really – a complicated situation.

But I’d say that they are actually bringing the products online, in accordance with the plan that they have, that they have put out. So we’re pretty confident that they can come in as that – as they have projected now. And of course now, being in a partnership with them, we think, we can offer support in a number of areas where they can feel the capability from us and thereby getting that faster up online faster than the otherwise looked.

Sherri Scribner – Deutsche Bank

Okay. That makes sense.

Per-Olof

In fact that we’re working this together is going to help and to get their capability up on life quicker. So let me take a full capacity, if you see back online we’re talking 12 months or so.

Sherri Scribner – Deutsche Bank

Okay. Great. And then, in terms of step three, is it a guarantee that you will get to step three and you’ll purchase a 100% of the joint-venture or is there an option to not do that if you aren’t happy with the operating results, can you give us a little bit more detail on that?

William Lowe

Yeah. I mean, the way this has structured, I mean was that important for KEMET to ensure that this is an opportunity and not have – not carried significant risk. We’ve spent an enormous amount of time ensuring that we’re covered on the downside of this transaction. So if things do not work out as we have expected well, the third and final step is an option. And as I said in the video that it actually came up to six years for us to realize this.

Per-Olof

It may, – it may – the option periodic goes beyond the last date. So that’s the time of the trigger point can occur, but it could – if we choose not that date there is other options that will be trigger going forward after that. I think all of that become clear, again we just announced the signing, we have the wafers in regulatory period. So these agreements will be of course filed in our public documentation when we close I think it will be easier to walk through some of that detail, I think when the file those documents with the SEC in early summer when this transaction expected to close.

William Lowe

But you’re right though, the word option is correct and it means option is so expense, yes.

Sherri Scribner – Deutsche Bank

Okay. Great. And then in terms of the regulatory issues, do you anticipate having any problems with the regulator?

William Lowe

We don’t believe so. We believe we need to file in EU and we believe we file in China and possibly in Taiwan.

Sherri Scribner – Deutsche Bank

Okay. Thank you.

William Lowe

Thank you.

Operator

Your next question is from the line of Hamed Khorsand.

Hamed Khorsand – BWS Financial

Hi, guys. Congrats on this deal. A couple of questions here, how this deal work from your COGS standpoint, you guys are going through this vertical integration, does this have any impact, do you still have any impact on this structure that you have developed for the KEMET itself.

William Lowe

Well, we’re not again – initially we’re not consolidating the venture, so there in fact – that will now in fact cause, what Per did refer to the fact that had vertical integration can potentially help our KEMET’s financial statement from the standpoint and income statement and the standpoint that we will expect to see some benefit to NEC TOKIN and the fact that we’ll be able to of course file them with both wire and color that will benefit KEMET because our – that would help cover our costs as we’re producing and provide benefit to both KEMET on our side from our cost of goods sold perspective as well as provide NEC TOKIN with the benefit from a standpoint of the price pattern.

Hamed Khorsand – BWS Financial

Okay. And then, on the video there was a comment by Per about integrating different operational departments R&D, IT and so forth, is that going to happening in step three or is that happening in step one?

Per-Olof

That will happen earlier versus later, I mean, first we can’t do anything and so we closed the transaction. But after we close, we expect to be able to look at those areas, so just ex-procurement some of the other functions determine, the best way the most efficiently and cost-effective for both companies.

William Lowe

I think, there are – I mean, it’s all over and I go into the future, I would say, there are few things about it. And as we integrate many of these processes and operations. Yes, it will benefit to KEMET and directing answers after that. But as Bill said, we’re not consolidating the balance sheet as we said on this one, so in fact it’s what will happen on both companies. But yes, there will be benefits for operational (inaudible).

Hamed Khorsand – BWS Financial

Okay. And then my last question is, the industry you’re in is very cyclical. How is that going to play with these options into the timing and also into how much capacity both companies have at the given time?

William Lowe

Well, I mean, both appearance well going to take care. I think, what I prefer is we’re not prepared to predict the future cycle of the industry from a timing standpoint. So the timing for the option periods are as we established on the – as we slide to see on the website.

Whether we are in up cycle or down cycle over time is not something we’re focused on today. I think, we think, we believe that as Per said that this – this combination of two companies is a positive on just a general trend, whether or not you’re looking at – whether at the moment the option period is fallen in downcycle or an up cycle, we will do that and the turn what best thing for our industry basis.

Per-Olof

I think, as Bill said, I mean the option period is a period, is not a date, it’s a period. And therefore, we can balance this one in quite an extent actually. And, I think, that’s a good, in fact, when you read the – when we’re filing the contract which will happen later, you will see how we have endeavored to ensure that, that would protect the company from a downside – any downside risk. And, I think, this whole structure is really based on the price.

Hamed Khorsand – BWS Financial

Okay. So would this still mean that you – KEMET itself won’t add any more capacity until this deal is done or how are you going to operate on an independent basis?

Per-Olof

I think, we’re both looking – we are, as we speak, adding more capacity on top of this space. We are seeing as we speak, increasing demand for some of our products. We are currently believing that as we have said that we think that this quarter sort of a – the bottom of where we are in the cycle and in one of our businesses and just out for instance, its role out, I can share this with you.

We have seen the backlog bottom is 2X, where it was the backlog bottom in 2009. So I think, the current bottom of the cycle is at a better level or higher-level than the last time around. But clearly the – when it comes to this agreement, the way – the reason we have the structure the way we have is to ensure that we can actually time the auction somewhat depending on the business environment.

William Lowe

But, I think, that’s important that, looking back to your question that there will be things, we’ll do on the first stages from operational base for getting the operations about the fact of the – about utilization, about procurement, about logistics, about IT et cetera, while keeping as Per said in the video, while keeping the sales organization separate, as we are required to do. And we will make sure we do that. But the other categories are things, we do plan to take advantage of while we’re in joint-venture period to lower our cost base, to lower their cost base and provide to our customers the quality products we’re used to get in for both operations.

Hamed Khorsand – BWS Financial

Okay. Great. Thank you.

Operator

(Operator Instructions) Your next question is from the line of (inaudible).

Unidentified Analyst

Good morning, gentlemen.

William Lowe

Good morning.

Per-Olof

Good afternoon to you, I presume.

Unidentified Analyst

You had given some estimated product overlap between NEC and KEMET, but just curious, can you help us understand how much of a customer overlap there is and if there is customer overlap, is that primarily through distribution or is that also through OEMs, can you just kind of give us a sense of mix there?

Per-Olof

There was really not that much as far as we understand, the overlap is really not great, not huge and I think, if you look at where they’re focused or we’re focused is really different. I mean, the – from a segment perspective, they have a pretty large consumer side of the business, particularly because they have some great capability in the small case size the (inaudible) products which is what you can do properly and up included which will give them an opportunity and the small form factors that we are seeing everyday getting smaller and smaller.

Also they have a very Japanese focus which, of course, we don’t have at all and the rest is basic Asian. So I think the customer – if you look at that from a customer perspective, you can draw the same conclusion.

Unidentified Analyst

Okay. That’s helpful. Could you talk about NEC’s CapEx requirements or working capital requirements with free cash flow generation relative to EBITDA or earnings, first of the way, KEMET’s business has been running and then maybe about the tax rate as well, please?

Per-Olof

I think that where we’re going to say at the moment and with the information we provided on historical basis in the revenue in our EBITDA. The Taiwan flooding, of course, it was a historic event that they’re working through and then we’ll now work through with them where they have proceeds to help with that. And so from a working capital perspective, we expect their general working capital will be very stable, regarding the rest of their business. So the new combined entity and the new Board will make the decisions after we’ve closed this transaction about where those bundles are and so I don’t think we’re prepared to actually talk about specific needs of capital at this point.

William Lowe

I think there is one important point, which I’ve said also is that the insurance proceeds we believe are sufficient to ensure that the operations can be – as Per said in his formal comments, we’re not expecting there will be a need from – KEMET is not expecting for any funds in from a working capital perspective. So from our perspective, the funds we are putting in are the ones we’ve now (inaudible) and they basically will go and pay down the debt of the NT staffs, the first to transfers.

Unidentified Analyst

Okay. If I may sneak more in please. Just on the actual negotiation, I just want to clarify was an exclusive negotiation between KEMET and NEC are there any other parties involved and if you could share any details maybe on the bidding or negotiation process of that?

Per-Olof

I don’t believe we’ll share detail with you about that.

Unidentified Analyst

Fair enough.

Per-Olof

Well, we did – as you can see from the structure that you can probably – you can probably ascertain that this took a little bit of time.

William Lowe

I think that maybe we can just comment that this – we’ve discussions had been taking place for a while and we’ll just leave it to that.

Unidentified Analyst

Great. Thank you so much.

Per-Olof

Welcome.

Operator

(Operator Instructions) You have a follow-up question from (inaudible).

Unidentified Analyst

Thank you guys this is (inaudible). Just wanted to clarify, Bill. I didn’t hear you properly. EBITDA margin you said was 10% for the fiscal year ended March 11 for NT?

William Lowe

7 billion yen of 64 billion yen, so almost 11%.

Unidentified Analyst

Okay. And then the $50 million that you pay in the first step, I presume that just using existing cash?

William Lowe

Yes.

Unidentified Analyst

You’re not raising any debt.

William Lowe

We have best line. Of course we’re not expecting to happen, is in the cash out of door until September with 7%, we’ll evaluate that need in time.

Unidentified Analyst

Okay. And then just final question. Did you, again I apologize, if I missed this, did you clarify what your expectations are for cost synergies out of this deal, if any?

Per-Olof

We have not – we did not give that on this – at this early stage. But again, there from a cost perspective, initially from a joint venture peers talk about the combination of the – looking at procurement channels, the logistics and those type of things, as well as the benefit that we’ll see from – on the counter Taiwan power side from a cost of goods sold for both us and for NEC TOKIN. So it will see benefits, that will benefit both companies and through the joint-venture stage before we left the last option at 100%. We got that numbers of the day on that.

Unidentified Analyst

Is some of that embedding in your $300 million to $400 million or would that just the incremental?

Per-Olof

Of course it is our resources.

Per-Olof

Okay. Okay. Thank you.

Operator

And there are no further audio questions at this time.

William Lowe

All right. Then we thank you everyone for being on the call today. And we look forward to accepting this for you and actually closing the transaction and hoping on summer. I appreciate you being on the call. And we’re excited, and it’s been a couple of exciting days to Q4 for bunch of our team here. And we really look forward to this and we think we group things for the two companies for our customers and for our investors. So, thank you very much for being on the call.

Per-Olof

Good day.

William Lowe

Good day.

Operator

Ladies and gentlemen, this concludes today’s conference call. You may now disconnect.

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