þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|
|
EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|
|
EXCHANGE ACT OF 1934
|
Delaware
|
|
57-1003983
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
9335 Harris Corners Parkway, Suite 300
Charlotte, North Carolina 28269
|
|
(704) 697-5100
|
(Address of principal executive offices)
|
|
(Registrant's telephone number, including area code)
|
Large accelerated filer
|
|
¨
|
Accelerated filer
|
|
¨
|
|
|
|
|
||
Non-accelerated filer
|
|
x
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
|
¨
|
|
Page
|
|
|
(Unaudited)
|
|
|
||||
In thousands, except share data
|
|
March 30,
2013 |
|
December 29,
2012 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
74,627
|
|
|
$
|
97,879
|
|
Accounts receivable, net
|
|
139,848
|
|
|
131,569
|
|
||
Inventories, net
|
|
96,892
|
|
|
94,964
|
|
||
Deferred income taxes
|
|
3,806
|
|
|
3,832
|
|
||
Other current assets
|
|
40,078
|
|
|
33,414
|
|
||
Total current assets
|
|
355,251
|
|
|
361,658
|
|
||
Property, plant and equipment, net of accumulated depreciation of $119,170 and $106,134, respectively
|
|
477,958
|
|
|
479,169
|
|
||
Goodwill
|
|
80,712
|
|
|
80,608
|
|
||
Intangible assets, net
|
|
73,637
|
|
|
75,663
|
|
||
Deferred income taxes
|
|
1,222
|
|
|
945
|
|
||
Other noncurrent assets
|
|
24,855
|
|
|
24,026
|
|
||
Total assets
|
|
$
|
1,013,635
|
|
|
$
|
1,022,069
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Short-term borrowings
|
|
$
|
1,411
|
|
|
$
|
813
|
|
Accounts payable and accrued liabilities
|
|
193,176
|
|
|
196,905
|
|
||
Income taxes payable
|
|
3,716
|
|
|
3,841
|
|
||
Deferred income taxes
|
|
479
|
|
|
479
|
|
||
Current portion of long-term debt
|
|
21,463
|
|
|
19,477
|
|
||
Total current liabilities
|
|
220,245
|
|
|
221,515
|
|
||
Long-term debt
|
|
583,199
|
|
|
579,399
|
|
||
Deferred income taxes
|
|
33,045
|
|
|
33,181
|
|
||
Other noncurrent liabilities
|
|
47,611
|
|
|
48,772
|
|
||
Total liabilities
|
|
884,100
|
|
|
882,867
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Common stock — 1,000 shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
256,416
|
|
|
256,180
|
|
||
Retained earnings (deficit)
|
|
(108,436
|
)
|
|
(102,209
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(18,445
|
)
|
|
(14,769
|
)
|
||
Total shareholders' equity
|
|
129,535
|
|
|
139,202
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
1,013,635
|
|
|
$
|
1,022,069
|
|
In thousands
|
Three Months
Ended March 30, 2013 |
|
Three Months
Ended March 31, 2012 |
||||
Net sales
|
$
|
287,082
|
|
|
$
|
295,171
|
|
Cost of goods sold
|
(241,216
|
)
|
|
(241,984
|
)
|
||
Gross profit
|
45,866
|
|
|
53,187
|
|
||
Selling, general and administrative expenses
|
(34,342
|
)
|
|
(34,131
|
)
|
||
Special charges, net
|
(1,804
|
)
|
|
(2,419
|
)
|
||
Other operating, net
|
(340
|
)
|
|
361
|
|
||
Operating income (loss)
|
9,380
|
|
|
16,998
|
|
||
Other income (expense):
|
|
|
|
||||
Interest expense
|
(12,084
|
)
|
|
(12,848
|
)
|
||
Foreign currency and other, net
|
(1,420
|
)
|
|
62
|
|
||
Income (loss) before income taxes
|
(4,124
|
)
|
|
4,212
|
|
||
Income tax (provision) benefit
|
(2,103
|
)
|
|
(4,477
|
)
|
||
Net income (loss)
|
$
|
(6,227
|
)
|
|
$
|
(265
|
)
|
|
|
|
|
||||
Other comprehensive income (loss):
|
|
|
|
||||
Currency translation
|
$
|
(3,772
|
)
|
|
$
|
4,823
|
|
Employee postretirement benefits, net of tax
|
96
|
|
|
—
|
|
||
Other comprehensive income (loss)
|
(3,676
|
)
|
|
4,823
|
|
||
Comprehensive income (loss)
|
$
|
(9,903
|
)
|
|
$
|
4,558
|
|
In thousands
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
Retained
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total Equity
|
|||||||||||||
Shares
|
|
Amount
|
|
|||||||||||||||||||
Balance — December 29, 2012
|
1
|
|
|
$
|
—
|
|
|
$
|
256,180
|
|
|
$
|
(102,209
|
)
|
|
$
|
(14,769
|
)
|
|
$
|
139,202
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,227
|
)
|
|
—
|
|
|
(6,227
|
)
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
236
|
|
|
—
|
|
|
—
|
|
|
236
|
|
|||||
Employee benefit plans, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
96
|
|
|||||
Currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,772
|
)
|
|
(3,772
|
)
|
|||||
Balance — March 30, 2013
|
1
|
|
|
$
|
—
|
|
|
$
|
256,416
|
|
|
$
|
(108,436
|
)
|
|
$
|
(18,445
|
)
|
|
$
|
129,535
|
|
In thousands
|
Three Months
Ended March 30, 2013 |
|
Three Months
Ended March 31, 2012 |
||||
Operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(6,227
|
)
|
|
$
|
(265
|
)
|
Adjustments for non-cash transactions:
|
|
|
|
||||
Deferred income taxes
|
(28
|
)
|
|
—
|
|
||
Depreciation and amortization expense
|
16,152
|
|
|
15,852
|
|
||
(Gain) loss on financial instruments
|
—
|
|
|
(147
|
)
|
||
(Gain) loss on sale of assets, net
|
67
|
|
|
(6
|
)
|
||
Non-cash compensation
|
236
|
|
|
204
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(9,884
|
)
|
|
428
|
|
||
Inventories
|
(3,246
|
)
|
|
5,756
|
|
||
Other current assets
|
(6,364
|
)
|
|
(2,883
|
)
|
||
Accounts payable and accrued liabilities
|
(3,534
|
)
|
|
(2,381
|
)
|
||
Other, net
|
(1,883
|
)
|
|
3,056
|
|
||
Net cash provided by (used in) operating activities
|
(14,711
|
)
|
|
19,614
|
|
||
Investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(14,317
|
)
|
|
(13,312
|
)
|
||
Proceeds from sale of assets
|
11
|
|
|
1,657
|
|
||
Acquisition of intangibles and other
|
(53
|
)
|
|
(56
|
)
|
||
Net cash provided by (used in) investing activities
|
(14,359
|
)
|
|
(11,711
|
)
|
||
Financing activities:
|
|
|
|
||||
Proceeds from long-term borrowings
|
6,666
|
|
|
24
|
|
||
Proceeds from short-term borrowings
|
1,446
|
|
|
1,441
|
|
||
Repayment of long-term borrowings
|
(912
|
)
|
|
(940
|
)
|
||
Repayment of short-term borrowings
|
(848
|
)
|
|
(2,072
|
)
|
||
Net cash provided by (used in) financing activities
|
6,352
|
|
|
(1,547
|
)
|
||
Effect of exchange rate changes on cash
|
(534
|
)
|
|
523
|
|
||
Net change in cash and cash equivalents
|
(23,252
|
)
|
|
6,879
|
|
||
Cash and cash equivalents - beginning of period
|
97,879
|
|
|
72,742
|
|
||
Cash and cash equivalents - end of period
|
$
|
74,627
|
|
|
$
|
79,621
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash payments for interest
|
$
|
22,300
|
|
|
$
|
23,537
|
|
Cash payments (receipts) for taxes, net
|
$
|
3,435
|
|
|
$
|
2,720
|
|
In thousands
|
March 30, 2013
|
|
December 29, 2012
|
||||
Trade receivables sold to financial institutions
|
$
|
54,844
|
|
|
$
|
48,767
|
|
Amounts received from financial institutions
|
47,314
|
|
|
41,937
|
|
||
Amounts due from financial institutions
|
$
|
7,530
|
|
|
$
|
6,830
|
|
In thousands
|
March 30,
2013 |
|
December 29,
2012 |
||||
Raw materials and supplies
|
$
|
42,438
|
|
|
$
|
41,070
|
|
Work in process
|
14,493
|
|
|
14,299
|
|
||
Finished goods
|
39,961
|
|
|
39,595
|
|
||
Total
|
$
|
96,892
|
|
|
$
|
94,964
|
|
In thousands
|
March 30, 2013
|
|
December 29, 2012
|
||||
Technology
|
$
|
31,900
|
|
|
$
|
31,900
|
|
Customer relationships
|
16,896
|
|
|
16,869
|
|
||
Loan acquisition costs
|
19,472
|
|
|
19,472
|
|
||
Other
|
498
|
|
|
446
|
|
||
Total gross finite-lived intangible assets
|
68,766
|
|
|
68,687
|
|
||
Accumulated amortization
|
(18,629
|
)
|
|
(16,524
|
)
|
||
Total net finite-lived intangible assets
|
50,137
|
|
|
52,163
|
|
||
Tradenames (indefinite-lived)
|
23,500
|
|
|
23,500
|
|
||
Total
|
$
|
73,637
|
|
|
$
|
75,663
|
|
In thousands
|
March 30,
2013 |
|
December 29,
2012 |
||||
Accounts payable to vendors
|
$
|
135,308
|
|
|
$
|
127,969
|
|
Accrued salaries, wages, incentive compensation and other fringe benefits
|
23,344
|
|
|
21,759
|
|
||
Accrued interest
|
7,821
|
|
|
18,630
|
|
||
Other accrued expenses
|
26,703
|
|
|
28,547
|
|
||
Total
|
$
|
193,176
|
|
|
$
|
196,905
|
|
In thousands
|
March 30,
2013 |
|
December 29,
2012 |
||||
Senior Secured Notes
|
$
|
560,000
|
|
|
$
|
560,000
|
|
ABL Facility
|
—
|
|
|
—
|
|
||
Argentine Facility
|
10,842
|
|
|
11,674
|
|
||
China credit facilities:
|
|
|
|
||||
China Credit Facility — Healthcare
|
15,981
|
|
|
15,981
|
|
||
China Credit Facility — Hygiene
|
17,642
|
|
|
10,977
|
|
||
Capital lease obligations
|
197
|
|
|
244
|
|
||
Total debt
|
604,662
|
|
|
598,876
|
|
||
Less: Current maturities
|
(21,463
|
)
|
|
(19,477
|
)
|
||
Total long-term debt
|
$
|
583,199
|
|
|
$
|
579,399
|
|
|
As of March 30, 2013
|
|
As of December 29, 2012
|
||||||||||||
In thousands
|
Notional
|
|
Fair Value
|
|
Notional
|
|
Fair Value
|
||||||||
Designated hedges:
|
|
|
|
|
|
|
|
||||||||
Hygiene contracts
|
$
|
12,779
|
|
|
$
|
(1,309
|
)
|
|
$
|
22,554
|
|
|
$
|
(1,248
|
)
|
Undesignated hedges:
|
|
|
|
|
|
|
|
||||||||
Healthcare contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
12,779
|
|
|
$
|
(1,309
|
)
|
|
$
|
22,554
|
|
|
$
|
(1,248
|
)
|
In thousands
|
Three Months
Ended March 30, 2013 |
|
Three Months
Ended March 31, 2012 |
||||
Designated hedges:
|
|
|
|
||||
Hygiene contracts
|
61
|
|
|
(1,226
|
)
|
||
Undesignated hedges:
|
|
|
|
||||
Healthcare contracts
|
—
|
|
|
(147
|
)
|
||
Total
|
$
|
61
|
|
|
$
|
(1,373
|
)
|
In thousands
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
March 30, 2013
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Firm commitment
|
$
|
—
|
|
|
$
|
1,309
|
|
|
$
|
—
|
|
|
$
|
1,309
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Hygiene contracts
|
—
|
|
|
(1,309
|
)
|
|
—
|
|
|
(1,309
|
)
|
In thousands
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
December 29, 2012
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Firm commitment
|
$
|
—
|
|
|
$
|
1,248
|
|
|
$
|
—
|
|
|
$
|
1,248
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Hygiene contracts
|
—
|
|
|
(1,248
|
)
|
|
—
|
|
|
(1,248
|
)
|
•
|
Firm Commitment
— Assets recognized associated with an unrecognized firm commitment to purchase equipment. The fair value of the assets is based upon indicative price information obtained from a third-party financial institution that is the counterparty to the transaction.
|
•
|
Derivative instruments
— These instruments consist of foreign forward exchange contracts. The fair value is based upon indicative price information obtained from a third-party financial institution that is the counterparty to the transaction.
|
In thousands
|
Three Months
Ended March 30, 2013 |
|
Three Months
Ended March 31, 2012 |
||||
Service cost
|
$
|
844
|
|
|
$
|
510
|
|
Interest cost
|
1,391
|
|
|
1,442
|
|
||
Return on plan assets
|
(1,884
|
)
|
|
(1,616
|
)
|
||
Curtailment / settlement (gain) loss
|
—
|
|
|
—
|
|
||
Net amortization of:
|
|
|
|
||||
Transition costs and other
|
88
|
|
|
(16
|
)
|
||
Net periodic benefit cost
|
$
|
439
|
|
|
$
|
320
|
|
In thousands
|
Three Months
Ended March 30, 2013 |
|
Three Months
Ended March 31, 2012 |
||||
Service cost
|
$
|
15
|
|
|
$
|
18
|
|
Interest cost
|
46
|
|
|
54
|
|
||
Curtailment / settlement (gain) loss
|
—
|
|
|
—
|
|
||
Net amortization of:
|
|
|
|
||||
Transition costs and other
|
9
|
|
|
6
|
|
||
Net periodic benefit cost
|
$
|
70
|
|
|
$
|
78
|
|
In thousands
|
Three Months
Ended March 30, 2013 |
|
Three Months
Ended March 31, 2012 |
||||
Restructuring and plant realignment costs
|
|
|
|
||||
Internal redesign and restructure of global operations
|
$
|
1,543
|
|
|
$
|
747
|
|
Plant realignment costs
|
96
|
|
|
673
|
|
||
IS support initiative
|
7
|
|
|
277
|
|
||
Other restructure initiatives
|
—
|
|
|
50
|
|
||
Total restructuring and plant realignment costs
|
1,646
|
|
|
1,747
|
|
||
Acquisition and merger related costs
|
|
|
|
||||
Blackstone acquisition costs
|
—
|
|
|
361
|
|
||
Total acquisition and merger related costs
|
—
|
|
|
361
|
|
||
Other special charges
|
|
|
|
||||
Other charges
|
158
|
|
|
311
|
|
||
Total other special charges
|
158
|
|
|
311
|
|
||
Total special charges, net
|
$
|
1,804
|
|
|
$
|
2,419
|
|
In thousands
|
Three Months
Ended March 30, 2013 |
|
Three Months
Ended March 31, 2012 |
||||
Beginning balance
|
$
|
6,278
|
|
|
$
|
1,100
|
|
Additions
|
188
|
|
|
1,747
|
|
||
Cash payments
|
(2,535
|
)
|
|
(1,533
|
)
|
||
Adjustments
|
(57
|
)
|
|
39
|
|
||
Ending balance
|
$
|
3,874
|
|
|
$
|
1,353
|
|
In thousands
|
Three Months
Ended March 30, 2013 |
|
Three Months
Ended March 31, 2012 |
||||
Net sales
|
|
|
|
||||
Americas Nonwovens
|
$
|
153,004
|
|
|
$
|
165,893
|
|
Europe Nonwovens
|
78,274
|
|
|
75,667
|
|
||
Asia Nonwovens
|
37,967
|
|
|
36,423
|
|
||
Oriented Polymers
|
17,837
|
|
|
17,188
|
|
||
Total
|
$
|
287,082
|
|
|
$
|
295,171
|
|
|
|
|
|
||||
Operating income (loss)
|
|
|
|
||||
Americas Nonwovens
|
$
|
11,474
|
|
|
$
|
19,289
|
|
Europe Nonwovens
|
3,292
|
|
|
3,647
|
|
||
Asia Nonwovens
|
4,553
|
|
|
4,011
|
|
||
Oriented Polymers
|
1,593
|
|
|
1,677
|
|
||
Unallocated Corporate
|
(9,692
|
)
|
|
(9,368
|
)
|
||
Eliminations
|
(36
|
)
|
|
161
|
|
||
Subtotal
|
11,184
|
|
|
19,417
|
|
||
Special charges, net
|
(1,804
|
)
|
|
(2,419
|
)
|
||
Total
|
$
|
9,380
|
|
|
$
|
16,998
|
|
|
|
|
|
||||
Depreciation and amortization expense
|
|
|
|
||||
Americas Nonwovens
|
$
|
8,317
|
|
|
$
|
8,337
|
|
Europe Nonwovens
|
3,059
|
|
|
2,695
|
|
||
Asia Nonwovens
|
3,389
|
|
|
3,317
|
|
||
Oriented Polymers
|
348
|
|
|
381
|
|
||
Unallocated Corporate
|
432
|
|
|
437
|
|
||
Subtotal
|
15,545
|
|
|
15,167
|
|
||
Amortization of loan acquisition costs
|
607
|
|
|
685
|
|
||
Total
|
$
|
16,152
|
|
|
$
|
15,852
|
|
|
|
|
|
||||
Capital spending
|
|
|
|
||||
Americas Nonwovens
|
$
|
818
|
|
|
$
|
640
|
|
Europe Nonwovens
|
548
|
|
|
2,243
|
|
||
Asia Nonwovens
|
12,559
|
|
|
9,709
|
|
||
Oriented Polymers
|
125
|
|
|
86
|
|
||
Corporate
|
267
|
|
|
634
|
|
||
Total
|
$
|
14,317
|
|
|
$
|
13,312
|
|
In thousands
|
March 30,
2013 |
|
December 29,
2012 |
||||
Division assets
|
|
|
|
||||
Americas Nonwovens
|
$
|
494,577
|
|
|
$
|
513,765
|
|
Europe Nonwovens
|
197,831
|
|
|
202,139
|
|
||
Asia Nonwovens
|
255,873
|
|
|
248,790
|
|
||
Oriented Polymers
|
28,626
|
|
|
25,329
|
|
||
Corporate
|
36,728
|
|
|
32,046
|
|
||
Total
|
$
|
1,013,635
|
|
|
$
|
1,022,069
|
|
In thousands
|
PGI
(Issuer)
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
4,060
|
|
|
$
|
15,234
|
|
|
$
|
55,333
|
|
|
$
|
—
|
|
|
$
|
74,627
|
|
Accounts receivable, net
|
—
|
|
|
24,913
|
|
|
114,935
|
|
|
—
|
|
|
139,848
|
|
|||||
Inventories, net
|
(52
|
)
|
|
21,025
|
|
|
75,919
|
|
|
—
|
|
|
96,892
|
|
|||||
Deferred income taxes
|
—
|
|
|
613
|
|
|
3,806
|
|
|
(613
|
)
|
|
3,806
|
|
|||||
Other current assets
|
3,908
|
|
|
10,017
|
|
|
26,153
|
|
|
—
|
|
|
40,078
|
|
|||||
Total current assets
|
7,916
|
|
|
71,802
|
|
|
276,146
|
|
|
(613
|
)
|
|
355,251
|
|
|||||
Property, plant and equipment, net
|
38,212
|
|
|
96,687
|
|
|
343,059
|
|
|
—
|
|
|
477,958
|
|
|||||
Goodwill
|
—
|
|
|
20,718
|
|
|
59,994
|
|
|
—
|
|
|
80,712
|
|
|||||
Intangible assets, net
|
23,483
|
|
|
41,715
|
|
|
8,439
|
|
|
—
|
|
|
73,637
|
|
|||||
Net investment in and advances to (from) subsidiaries
|
644,908
|
|
|
756,142
|
|
|
(169,899
|
)
|
|
(1,231,151
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
1,222
|
|
|
—
|
|
|
1,222
|
|
|||||
Other noncurrent assets
|
306
|
|
|
5,645
|
|
|
18,904
|
|
|
—
|
|
|
24,855
|
|
|||||
Total assets
|
$
|
714,825
|
|
|
$
|
992,709
|
|
|
$
|
537,865
|
|
|
$
|
(1,231,764
|
)
|
|
$
|
1,013,635
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
1,411
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,411
|
|
Accounts payable and accrued liabilities
|
17,985
|
|
|
38,875
|
|
|
136,316
|
|
|
—
|
|
|
193,176
|
|
|||||
Income taxes payable
|
—
|
|
|
—
|
|
|
3,716
|
|
|
—
|
|
|
3,716
|
|
|||||
Deferred income taxes
|
331
|
|
|
—
|
|
|
14
|
|
|
134
|
|
|
479
|
|
|||||
Current portion of long-term debt
|
107
|
|
|
—
|
|
|
21,356
|
|
|
—
|
|
|
21,463
|
|
|||||
Total current liabilities
|
19,834
|
|
|
38,875
|
|
|
161,402
|
|
|
134
|
|
|
220,245
|
|
|||||
Long-term debt
|
560,019
|
|
|
—
|
|
|
23,180
|
|
|
—
|
|
|
583,199
|
|
|||||
Deferred income taxes
|
273
|
|
|
9,149
|
|
|
24,370
|
|
|
(747
|
)
|
|
33,045
|
|
|||||
Other noncurrent liabilities
|
5,164
|
|
|
14,935
|
|
|
27,512
|
|
|
—
|
|
|
47,611
|
|
|||||
Total liabilities
|
585,290
|
|
|
62,959
|
|
|
236,464
|
|
|
(613
|
)
|
|
884,100
|
|
|||||
Common stock
|
—
|
|
|
—
|
|
|
36,083
|
|
|
(36,083
|
)
|
|
—
|
|
|||||
Other shareholders’ equity
|
129,535
|
|
|
929,750
|
|
|
265,318
|
|
|
(1,195,068
|
)
|
|
129,535
|
|
|||||
Total shareholders' equity
|
129,535
|
|
|
929,750
|
|
|
301,401
|
|
|
(1,231,151
|
)
|
|
129,535
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
714,825
|
|
|
$
|
992,709
|
|
|
$
|
537,865
|
|
|
$
|
(1,231,764
|
)
|
|
$
|
1,013,635
|
|
In thousands
|
PGI
(Issuer)
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
486
|
|
|
$
|
28,285
|
|
|
$
|
69,108
|
|
|
$
|
—
|
|
|
$
|
97,879
|
|
Accounts receivable, net
|
—
|
|
|
22,350
|
|
|
109,219
|
|
|
—
|
|
|
131,569
|
|
|||||
Inventories, net
|
—
|
|
|
23,843
|
|
|
71,121
|
|
|
—
|
|
|
94,964
|
|
|||||
Deferred income taxes
|
—
|
|
|
613
|
|
|
3,832
|
|
|
(613
|
)
|
|
3,832
|
|
|||||
Other current assets
|
1,821
|
|
|
7,710
|
|
|
23,883
|
|
|
—
|
|
|
33,414
|
|
|||||
Total current assets
|
2,307
|
|
|
82,801
|
|
|
277,163
|
|
|
(613
|
)
|
|
361,658
|
|
|||||
Property, plant and equipment, net
|
27,711
|
|
|
99,660
|
|
|
351,798
|
|
|
—
|
|
|
479,169
|
|
|||||
Goodwill
|
—
|
|
|
20,718
|
|
|
59,890
|
|
|
—
|
|
|
80,608
|
|
|||||
Intangible assets, net
|
24,313
|
|
|
42,422
|
|
|
8,928
|
|
|
—
|
|
|
75,663
|
|
|||||
Net investment in and advances to (from) subsidiaries
|
679,818
|
|
|
723,861
|
|
|
(188,670
|
)
|
|
(1,215,009
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
945
|
|
|
—
|
|
|
945
|
|
|||||
Other noncurrent assets
|
275
|
|
|
5,787
|
|
|
17,964
|
|
|
—
|
|
|
24,026
|
|
|||||
Total assets
|
$
|
734,424
|
|
|
$
|
975,249
|
|
|
$
|
528,018
|
|
|
$
|
(1,215,622
|
)
|
|
$
|
1,022,069
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
813
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
813
|
|
Accounts payable and accrued liabilities
|
28,511
|
|
|
33,344
|
|
|
135,050
|
|
|
—
|
|
|
196,905
|
|
|||||
Income taxes payable
|
—
|
|
|
89
|
|
|
3,752
|
|
|
—
|
|
|
3,841
|
|
|||||
Deferred income taxes
|
331
|
|
|
—
|
|
|
14
|
|
|
134
|
|
|
479
|
|
|||||
Current portion of long-term debt
|
107
|
|
|
—
|
|
|
19,370
|
|
|
—
|
|
|
19,477
|
|
|||||
Total current liabilities
|
29,762
|
|
|
33,433
|
|
|
158,186
|
|
|
134
|
|
|
221,515
|
|
|||||
Long-term debt
|
560,043
|
|
|
—
|
|
|
19,356
|
|
|
—
|
|
|
579,399
|
|
|||||
Deferred income taxes
|
273
|
|
|
9,149
|
|
|
24,506
|
|
|
(747
|
)
|
|
33,181
|
|
|||||
Other noncurrent liabilities
|
5,144
|
|
|
15,540
|
|
|
28,088
|
|
|
—
|
|
|
48,772
|
|
|||||
Total liabilities
|
595,222
|
|
|
58,122
|
|
|
230,136
|
|
|
(613
|
)
|
|
882,867
|
|
|||||
Common stock
|
—
|
|
|
—
|
|
|
36,083
|
|
|
(36,083
|
)
|
|
—
|
|
|||||
Other shareholders’ equity
|
139,202
|
|
|
917,127
|
|
|
261,799
|
|
|
(1,178,926
|
)
|
|
139,202
|
|
|||||
Total shareholders' equity
|
139,202
|
|
|
917,127
|
|
|
297,882
|
|
|
(1,215,009
|
)
|
|
139,202
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
734,424
|
|
|
$
|
975,249
|
|
|
$
|
528,018
|
|
|
$
|
(1,215,622
|
)
|
|
$
|
1,022,069
|
|
In thousands
|
PGI
(Issuer)
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
93,012
|
|
|
$
|
199,529
|
|
|
$
|
(5,459
|
)
|
|
$
|
287,082
|
|
Cost of goods sold
|
(25
|
)
|
|
(81,846
|
)
|
|
(164,804
|
)
|
|
5,459
|
|
|
(241,216
|
)
|
|||||
Gross profit
|
(25
|
)
|
|
11,166
|
|
|
34,725
|
|
|
—
|
|
|
45,866
|
|
|||||
Selling, general and administrative expenses
|
(9,644
|
)
|
|
(5,760
|
)
|
|
(18,938
|
)
|
|
—
|
|
|
(34,342
|
)
|
|||||
Special charges, net
|
(1,354
|
)
|
|
(37
|
)
|
|
(413
|
)
|
|
—
|
|
|
(1,804
|
)
|
|||||
Other operating, net
|
2
|
|
|
(76
|
)
|
|
(266
|
)
|
|
—
|
|
|
(340
|
)
|
|||||
Operating income (loss)
|
(11,021
|
)
|
|
5,293
|
|
|
15,108
|
|
|
—
|
|
|
9,380
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(10,228
|
)
|
|
3,101
|
|
|
(4,957
|
)
|
|
—
|
|
|
(12,084
|
)
|
|||||
Intercompany royalty and technical service fees
|
1,327
|
|
|
1,607
|
|
|
(2,934
|
)
|
|
—
|
|
|
—
|
|
|||||
Foreign currency and other, net
|
(2
|
)
|
|
(97
|
)
|
|
(1,321
|
)
|
|
—
|
|
|
(1,420
|
)
|
|||||
Equity in earnings of subsidiaries
|
11,524
|
|
|
3,817
|
|
|
—
|
|
|
(15,341
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
(8,400
|
)
|
|
13,721
|
|
|
5,896
|
|
|
(15,341
|
)
|
|
(4,124
|
)
|
|||||
Income tax (provision) benefit
|
2,173
|
|
|
(2,145
|
)
|
|
(2,131
|
)
|
|
—
|
|
|
(2,103
|
)
|
|||||
Net income (loss)
|
$
|
(6,227
|
)
|
|
$
|
11,576
|
|
|
$
|
3,765
|
|
|
$
|
(15,341
|
)
|
|
$
|
(6,227
|
)
|
Comprehensive income (loss)
|
$
|
(9,903
|
)
|
|
$
|
16,102
|
|
|
$
|
5,384
|
|
|
$
|
(21,486
|
)
|
|
$
|
(9,903
|
)
|
In thousands
|
PGI
(Issuer)
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
95,414
|
|
|
$
|
204,541
|
|
|
$
|
(4,784
|
)
|
|
$
|
295,171
|
|
Cost of goods sold
|
17
|
|
|
(82,447
|
)
|
|
(164,338
|
)
|
|
4,784
|
|
|
(241,984
|
)
|
|||||
Gross profit
|
17
|
|
|
12,967
|
|
|
40,203
|
|
|
—
|
|
|
53,187
|
|
|||||
Selling, general and administrative expenses
|
(9,291
|
)
|
|
(5,917
|
)
|
|
(18,923
|
)
|
|
—
|
|
|
(34,131
|
)
|
|||||
Special charges, net
|
(1,478
|
)
|
|
(216
|
)
|
|
(725
|
)
|
|
—
|
|
|
(2,419
|
)
|
|||||
Other operating, net
|
—
|
|
|
103
|
|
|
258
|
|
|
—
|
|
|
361
|
|
|||||
Operating income (loss)
|
(10,752
|
)
|
|
6,937
|
|
|
20,813
|
|
|
—
|
|
|
16,998
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(11,275
|
)
|
|
3,315
|
|
|
(4,888
|
)
|
|
—
|
|
|
(12,848
|
)
|
|||||
Intercompany royalty and technical service fees
|
1,490
|
|
|
1,811
|
|
|
(3,301
|
)
|
|
—
|
|
|
—
|
|
|||||
Foreign currency and other, net
|
(30
|
)
|
|
(163
|
)
|
|
255
|
|
|
—
|
|
|
62
|
|
|||||
Equity in earnings of subsidiaries
|
18,165
|
|
|
9,151
|
|
|
—
|
|
|
(27,316
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
(2,402
|
)
|
|
21,051
|
|
|
12,879
|
|
|
(27,316
|
)
|
|
4,212
|
|
|||||
Income tax (provision) benefit
|
2,137
|
|
|
(2,832
|
)
|
|
(3,782
|
)
|
|
—
|
|
|
(4,477
|
)
|
|||||
Net income (loss)
|
$
|
(265
|
)
|
|
$
|
18,219
|
|
|
$
|
9,097
|
|
|
$
|
(27,316
|
)
|
|
$
|
(265
|
)
|
Comprehensive income (loss)
|
$
|
4,558
|
|
|
$
|
24,380
|
|
|
$
|
12,228
|
|
|
$
|
(36,608
|
)
|
|
$
|
4,558
|
|
In thousands
|
PGI
(Issuer)
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(15,118
|
)
|
|
$
|
16,397
|
|
|
$
|
(15,990
|
)
|
|
$
|
—
|
|
|
$
|
(14,711
|
)
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
(10,592
|
)
|
|
(682
|
)
|
|
(3,043
|
)
|
|
—
|
|
|
(14,317
|
)
|
|||||
Proceeds from the sale of assets
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Acquisition of intangibles and other
|
(53
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
|||||
Intercompany investing activities, net
|
5,766
|
|
|
(23,000
|
)
|
|
—
|
|
|
17,234
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(4,879
|
)
|
|
(23,682
|
)
|
|
(3,032
|
)
|
|
17,234
|
|
|
(14,359
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
—
|
|
|
6,666
|
|
|
—
|
|
|
6,666
|
|
|||||
Proceeds from short-term borrowings
|
1,446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,446
|
|
|||||
Repayment of long-term borrowings
|
(27
|
)
|
|
—
|
|
|
(885
|
)
|
|
—
|
|
|
(912
|
)
|
|||||
Repayment of short-term borrowings
|
(848
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(848
|
)
|
|||||
Intercompany financing activities, net
|
23,000
|
|
|
(5,766
|
)
|
|
—
|
|
|
(17,234
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
23,571
|
|
|
(5,766
|
)
|
|
5,781
|
|
|
(17,234
|
)
|
|
6,352
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(534
|
)
|
|
—
|
|
|
(534
|
)
|
|||||
Net change in cash and cash equivalents
|
3,574
|
|
|
(13,051
|
)
|
|
(13,775
|
)
|
|
—
|
|
|
(23,252
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
486
|
|
|
28,285
|
|
|
69,108
|
|
|
—
|
|
|
97,879
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
4,060
|
|
|
$
|
15,234
|
|
|
$
|
55,333
|
|
|
$
|
—
|
|
|
$
|
74,627
|
|
In thousands
|
PGI
(Issuer)
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(31,450
|
)
|
|
$
|
28,014
|
|
|
$
|
23,050
|
|
|
$
|
—
|
|
|
$
|
19,614
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
(8,316
|
)
|
|
(623
|
)
|
|
(4,373
|
)
|
|
—
|
|
|
(13,312
|
)
|
|||||
Proceeds from the sale of assets
|
—
|
|
|
1,646
|
|
|
11
|
|
|
—
|
|
|
1,657
|
|
|||||
Acquisition of intangibles and other
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|||||
Intercompany investing activities, net
|
15,771
|
|
|
(25,770
|
)
|
|
(8,781
|
)
|
|
18,780
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
7,399
|
|
|
(24,747
|
)
|
|
(13,143
|
)
|
|
18,780
|
|
|
(11,711
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|||||
Proceeds from short-term borrowings
|
1,436
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
1,441
|
|
|||||
Repayment of long-term borrowings
|
(22
|
)
|
|
—
|
|
|
(918
|
)
|
|
—
|
|
|
(940
|
)
|
|||||
Repayment of short-term borrowings
|
(72
|
)
|
|
—
|
|
|
(2,000
|
)
|
|
—
|
|
|
(2,072
|
)
|
|||||
Intercompany financing activities, net
|
25,770
|
|
|
(6,990
|
)
|
|
—
|
|
|
(18,780
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
27,112
|
|
|
(6,990
|
)
|
|
(2,889
|
)
|
|
(18,780
|
)
|
|
(1,547
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
523
|
|
|
—
|
|
|
523
|
|
|||||
Net change in cash and cash equivalents
|
3,061
|
|
|
(3,723
|
)
|
|
7,541
|
|
|
—
|
|
|
6,879
|
|
|||||
Cash and cash equivalents at beginning of period
|
3,135
|
|
|
14,574
|
|
|
55,033
|
|
|
—
|
|
|
72,742
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
6,196
|
|
|
$
|
10,851
|
|
|
$
|
62,574
|
|
|
$
|
—
|
|
|
$
|
79,621
|
|
•
|
Spunmelt technology uses thermoplastic polymers that are melt-spun to manufacture continuous-filament fabrics.
|
•
|
Carded technologies (chemical, thermal and spunlace) involve fibers laid on a conveyor belt, teased apart and consolidated into a web and then bonded with chemical adhesive, heat or high pressure water, respectively.
|
•
|
Air-laid technology uses high-velocity air to condense fibers.
|
•
|
Wet-laid technology drains fibers through a wire screen similar to papermaking.
|
•
|
Increase in global demand for disposable products driven by the increase in sanitary standards;
|
•
|
Increase in performance standards such as barrier properties, strength, softness and other attributes;
|
•
|
Global economic development coupled with the development of new nonwoven applications and technologies; and
|
•
|
Shift to materials and technology that deliver a lower total cost of use.
|
•
|
Volumes sold
, which are tied to our available production capacity and customer demand for our products;
|
•
|
Prices
, which are tied to the quality of our products, the overall supply and demand dynamics in our regional markets, and the cost of our raw material inputs, as changes in input costs have historically been passed through to customers through either contractual mechanisms or business practices. This can result in significant increases in total net sales during periods of sustained raw material cost increases as well as significant declines in net sales during periods of raw material cost declines; and
|
•
|
Product mix
, which is tied to demand from various markets and customers, along with the type of available capacity and technological capabilities of our facilities and equipment. Average selling prices can vary for different product types, which impacts our total revenue trends.
|
•
|
Raw material costs
(primarily polypropylene resins, which generally comprise over 75% of our raw material purchases) represent approximately 60% to 70% of COGS. We purchase raw materials, including polypropylene resins, from a number of qualified vendors located in the regions in which we operate. Polypropylene is a petroleum-based commodity material and its price historically has exhibited volatility. As discussed in the revenue factors above, we have historically been able to mitigate volatility in polypropylene prices through changes in our selling prices to customers, enabling us to maintain a more stable gross profit per kilogram;
|
•
|
Other variable costs
include utilities (primarily electricity), direct labor, and variable overhead. Utility rates vary depending on the regional market and provider. In Asia, we have experienced a trend of increasing utility rates that we do not expect to stabilize in the near-term. Our focus on operating efficiencies and initiatives associated with sustainability has resulted in a general trend of lower kilowatts used per ton produced over the last three years. Labor generally represents less than 10% of COGS and varies by region. Historically, we have been able to mitigate wage rate inflation with operating initiatives resulting in higher productivity and improvements in throughput and yield; and
|
•
|
Fixed overhead
consists primarily of depreciation expense, which is impacted by our level of capital investments and structural costs related to our locations. We believe our strategically located manufacturing facilities provide sufficient scale to maintain competitive unit manufacturing costs.
|
|
|
|
|
|
|
Percentage of Net Sales for the Respective Period End
|
|||||||||
In thousands
|
Three Months Ended March 31, 2013
|
|
Three Months Ended March 31, 2012
|
|
Period Change Favorable (Unfavorable)
|
March 31, 2013
|
March 31, 2012
|
||||||||
Net sales
|
$
|
287,082
|
|
|
$
|
295,171
|
|
|
$
|
(8,089
|
)
|
100.0
|
%
|
100.0
|
%
|
Cost of goods sold:
|
|
|
|
|
|
|
|
||||||||
Raw materials
|
(157,661
|
)
|
|
(158,857
|
)
|
|
1,196
|
|
54.9
|
%
|
53.8
|
%
|
|||
Labor
|
(18,933
|
)
|
|
(19,534
|
)
|
|
601
|
|
6.6
|
%
|
6.6
|
%
|
|||
Overhead
|
(64,622
|
)
|
|
(63,593
|
)
|
|
(1,029
|
)
|
22.5
|
%
|
21.5
|
%
|
|||
Gross profit
|
45,866
|
|
|
53,187
|
|
|
(7,321
|
)
|
16.0
|
%
|
18.0
|
%
|
|||
Selling, general and administrative expenses
|
(34,342
|
)
|
|
(34,131
|
)
|
|
(211
|
)
|
12.0
|
%
|
11.6
|
%
|
|||
Special charges, net
|
(1,804
|
)
|
|
(2,419
|
)
|
|
615
|
|
0.6
|
%
|
0.8
|
%
|
|||
Other operating, net
|
(340
|
)
|
|
361
|
|
|
(701
|
)
|
0.1
|
%
|
(0.1
|
)%
|
|||
Operating income (loss)
|
9,380
|
|
|
16,998
|
|
|
(7,618
|
)
|
3.3
|
%
|
5.8
|
%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(12,084
|
)
|
|
(12,848
|
)
|
|
764
|
|
4.2
|
%
|
4.4
|
%
|
|||
Foreign currency and other, net
|
(1,420
|
)
|
|
62
|
|
|
(1,482
|
)
|
0.5
|
%
|
—
|
%
|
|||
Income (loss) before income taxes
|
(4,124
|
)
|
|
4,212
|
|
|
(8,336
|
)
|
(1.4
|
)%
|
1.4
|
%
|
|||
Income tax (provision) benefit
|
(2,103
|
)
|
|
(4,477
|
)
|
|
2,374
|
|
0.7
|
%
|
1.5
|
%
|
|||
Income (loss) from continuing operations
|
(6,227
|
)
|
|
(265
|
)
|
|
(5,962
|
)
|
(2.2
|
)%
|
(0.1
|
)%
|
|||
Discontinued operations, net
|
—
|
|
|
—
|
|
|
—
|
|
—
|
%
|
—
|
%
|
|||
Net income (loss)
|
(6,227
|
)
|
|
(265
|
)
|
|
(5,962
|
)
|
(2.2
|
)%
|
(0.1
|
)%
|
|||
Less: Earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
—
|
%
|
—
|
%
|
|||
Net income (loss) attributable to Polymer Group, Inc
|
$
|
(6,227
|
)
|
|
$
|
(265
|
)
|
|
$
|
(5,962
|
)
|
(2.2
|
)%
|
(0.1
|
)%
|
|
Nonwovens
|
|
Oriented
Polymers
|
|
Total
|
||||||||||||||||||
In millions
|
Americas
|
|
Europe
|
|
Asia
|
|
Total
|
|
|||||||||||||||
Beginning of period
|
$
|
165.9
|
|
|
$
|
75.7
|
|
|
$
|
36.4
|
|
|
$
|
278.0
|
|
|
$
|
17.2
|
|
|
$
|
295.2
|
|
Changes due to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Volume
|
(5.4
|
)
|
|
1.1
|
|
|
1.3
|
|
|
(3.0
|
)
|
|
1.0
|
|
|
(2.0
|
)
|
||||||
Price/product mix
|
(7.5
|
)
|
|
1.0
|
|
|
0.2
|
|
|
(6.3
|
)
|
|
(0.3
|
)
|
|
(6.6
|
)
|
||||||
Currency translation
|
—
|
|
|
0.5
|
|
|
0.1
|
|
|
0.6
|
|
|
(0.1
|
)
|
|
0.5
|
|
||||||
Sub-total
|
(12.9
|
)
|
|
2.6
|
|
|
1.6
|
|
|
(8.7
|
)
|
|
0.6
|
|
|
(8.1
|
)
|
||||||
End of period
|
$
|
153.0
|
|
|
$
|
78.3
|
|
|
$
|
38.0
|
|
|
$
|
269.3
|
|
|
$
|
17.8
|
|
|
$
|
287.1
|
|
|
Nonwovens
|
|
|
|
|
|
|
||||||||||||||||||||
In millions
|
Americas
|
|
Europe
|
|
Asia
|
|
Total
|
|
Oriented
Polymers
|
|
Corporate/
Other
|
|
Total
|
||||||||||||||
Beginning of period
|
$
|
19.3
|
|
|
$
|
3.6
|
|
|
$
|
4.0
|
|
|
$
|
26.9
|
|
|
$
|
1.7
|
|
|
$
|
(11.6
|
)
|
|
$
|
17.0
|
|
Changes due to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Volume
|
(1.4
|
)
|
|
1.2
|
|
|
0.3
|
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
0.3
|
|
|||||||
Price/product mix
|
(7.5
|
)
|
|
0.5
|
|
|
0.2
|
|
|
(6.8
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(7.1
|
)
|
|||||||
Raw material cost
|
0.3
|
|
|
(1.0
|
)
|
|
(0.7
|
)
|
|
(1.4
|
)
|
|
0.7
|
|
|
(0.1
|
)
|
|
(0.8
|
)
|
|||||||
Manufacturing costs
|
0.7
|
|
|
(0.1
|
)
|
|
0.9
|
|
|
1.5
|
|
|
(0.8
|
)
|
|
—
|
|
|
0.7
|
|
|||||||
Currency translation
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||||
Depreciation and amortization
|
—
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||||
Special charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
|||||||
All other
|
(0.2
|
)
|
|
(0.6
|
)
|
|
(0.1
|
)
|
|
(0.9
|
)
|
|
0.1
|
|
|
(0.4
|
)
|
|
(1.2
|
)
|
|||||||
Sub-total
|
(7.8
|
)
|
|
(0.3
|
)
|
|
0.5
|
|
|
(7.6
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
|
(7.6
|
)
|
|||||||
End of period
|
$
|
11.5
|
|
|
$
|
3.3
|
|
|
$
|
4.5
|
|
|
$
|
19.3
|
|
|
$
|
1.6
|
|
|
$
|
(11.5
|
)
|
|
$
|
9.4
|
|
•
|
$1.5 million related to cost associated with our internal redesign and restructuring of global operations initiatives
|
•
|
$0.1 million related to separation and severance expenses associated with our plant realignment cost initiatives
|
•
|
$0.2 million related to other corporate initiatives
|
•
|
$0.7 million related to cost associated with our internal redesign and restructuring of global operations initiatives
|
•
|
$0.7 million related to separation and severance expenses associated with our plant realignment cost initiatives
|
•
|
$0.3 million related to separation and severance expenses associated with our IS support initiative
|
•
|
$0.4 million related to professional fees and other transaction costs associated with the Merger
|
•
|
$0.3 million related to other corporate initiatives
|
In millions
|
March 30, 2013
|
|
December 29,
2012
|
||||
Balance Sheet Data:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
74.6
|
|
|
$
|
97.9
|
|
Operating working capital
|
43.6
|
|
|
29.6
|
|
||
Total assets
|
1,013.6
|
|
|
1,022.1
|
|
||
Total debt
|
606.1
|
|
|
599.7
|
|
||
Total shareholders’ equity
|
129.5
|
|
|
139.2
|
|
||
Debt-to-total capital
|
82.4
|
%
|
|
81.2
|
%
|
In millions
|
Three Months Ended March 30, 2013
|
|
Three months Ended March 31, 2012
|
||||
Cash Flow Data:
|
|
|
|
||||
Net cash provided by (used in) operating activities
|
$
|
(14.7
|
)
|
|
$
|
19.6
|
|
Net cash provided by (used in) investing activities
|
(14.4
|
)
|
|
(11.7
|
)
|
||
Net cash provided by (used in) financing activities
|
6.4
|
|
|
(1.5
|
)
|
||
Total
|
$
|
(22.7
|
)
|
|
$
|
6.4
|
|
In thousands
|
Matures
|
|
Interest Rate
|
|
Outstanding Balance
|
||
Senior Secured Notes
|
2019
|
|
7.75%
|
|
$
|
560,000
|
|
ABL Facility
|
2016
|
|
—
|
|
—
|
|
|
Argentine Facility
|
2016
|
|
3.19%
|
|
10,842
|
|
|
China credit facilities:
|
|
|
|
|
|
||
China Credit Facility — Healthcare
|
2013
|
|
5.42%
|
|
15,981
|
|
|
China Credit Facility — Hygiene
|
2015
|
|
5.48%
|
|
17,642
|
|
|
Capital lease obligations
|
2013 - 2014
|
|
3.20%
|
|
197
|
|
|
Total debt
|
|
|
|
|
604,662
|
|
|
Less: Current maturities
|
2013
|
|
2.46%
|
|
(21,463
|
)
|
|
Total long-term debt
|
|
|
|
|
$
|
583,199
|
|
In thousands
|
Three Months Ended March 30, 2013
|
|
Three Months Ended March 31, 2012
|
||||
Net income (loss)
|
$
|
(6,227
|
)
|
|
$
|
(265
|
)
|
Interest expense, net
|
12,084
|
|
|
12,848
|
|
||
Income and franchise tax
|
2,121
|
|
|
4,494
|
|
||
Depreciation & amortization (a)
|
15,545
|
|
|
15,167
|
|
||
Purchase accounting adjustments(b)
|
—
|
|
|
262
|
|
||
Non-cash compensation (c)
|
236
|
|
|
204
|
|
||
Special charges, net (d)
|
1,804
|
|
|
2,419
|
|
||
Foreign currency and other non-operating, net (e)
|
1,840
|
|
|
(422
|
)
|
||
Severance and relocation expenses (f)
|
245
|
|
|
767
|
|
||
Unusual or non-recurring charges, net
|
100
|
|
|
106
|
|
||
Business optimization expense (g)
|
50
|
|
|
420
|
|
||
Management, monitoring and advisory fees (h)
|
1,155
|
|
|
750
|
|
||
Adjusted EBITDA
|
$
|
28,953
|
|
|
$
|
36,750
|
|
(a)
|
Excludes amortization of loan acquisition costs that are included in interest expense.
|
(b)
|
Reflects fair market value adjustments as a result of purchase accounting associated with the Merger, primarily related to the step-up in inventory value.
|
(c)
|
Reflects non-cash compensation costs related to employee and director restricted stock, restricted stock units and stock options.
|
(d)
|
Reflects costs associated with non-cash asset impairment charges, the restructuring and realignment of manufacturing operations and management organizational structures, pursuit of certain transaction opportunities and other charges included in
Special charges, net
.
|
(e)
|
Reflects (gains) losses from foreign currency translation of intercompany loans, unrealized (gains) losses on interest rate and foreign currency hedging transactions, (gains) losses on sales of assets outside the ordinary course of business, factoring costs and certain other non-operating (gains) losses recorded in
Foreign Currency and Other, net
as well as (gains) losses from foreign currency transactions recorded in
Other Operating, net
.
|
(f)
|
Reflects severance and relocation expenses not included under
Special charges, net
.
|
(g)
|
Reflects costs incurred to improve IT and accounting functions, costs associated with establishing new facilities and certain other expenses.
|
(h)
|
Reflects management, monitoring and advisory fees paid under the Sponsor management agreement.
|
•
|
general economic factors including, but not limited to, changes in interest rates, foreign currency translation rates, consumer confidence, trends in disposable income, changes in consumer demand for goods produced, and cyclical or other downturns;
|
•
|
cost and availability of raw materials, labor and natural and other resources, and our ability to pass raw material cost increases along to customers;
|
•
|
changes to selling prices to customers which are based, by contract, on an underlying raw material index;
|
•
|
substantial debt levels and potential inability to maintain sufficient liquidity to finance our operations and make necessary capital expenditures;
|
•
|
ability to meet existing debt covenants or obtain necessary waivers;
|
•
|
achievement of objectives for strategic acquisitions and dispositions;
|
•
|
ability to achieve successful or timely start-up of new or modified production lines;
|
•
|
reliance on major customers and suppliers;
|
•
|
domestic and foreign competition;
|
•
|
information and technological advances;
|
•
|
risks related to operations in foreign jurisdictions; and
|
•
|
changes in environmental laws and regulations, including climate change-related legislation and regulation.
|
Exhibit No.
|
|
Description
|
|
|
|
3.2
|
|
Bylaws of the Company, as amended on February 20, 2013.
|
|
|
|
10.1
|
|
Fourth Amendment to Equipment Lease Agreement, dated as of March 22, 2013, between Chicopee, Inc., as Lessee and Gossamer Holdings, LLC, as Lessor.
|
|
|
|
31.1
|
|
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer
|
|
|
|
31.2
|
|
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer
|
|
|
|
32.1
|
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer
|
|
|
|
32.2
|
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer
|
|
|
|
101
|
|
The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statement of Operations; (iii) Consolidated Statements of Changes in Stockholders' Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.
|
|
Signature
|
|
Title
|
|
Date
|
/s/ Veronica M. Hagen
|
|
|
|
|
Veronica M. Hagen
|
|
President and Chief Executive Officer and Director (Principal Executive Officer)
|
|
May 9, 2013
|
|
|
|
|
|
/s/ Dennis E. Norman
|
|
|
|
|
Dennis E. Norman
|
|
Executive Vice President & Chief Financial Officer (Principal Financial Officer)
|
|
May 9, 2013
|
|
|
|
|
|
/s/ James L. Anderson
|
|
|
|
|
James L. Anderson
|
|
Vice President & Chief Accounting Officer (Principal Accounting Officer)
|
|
May 9, 2013
|
(a)
|
deleting the definition of “First EBO Date” in its entirety and all references to such defined term (including without limitation references in Sections 3(b) and Exhibit No. 1).
|
(b)
|
deleting the definition of “First EBO Price” in its entirety and all references to such defined term (including without limitation references in Section 3(a), 3(b) and Exhibit No. 1).
|
(c)
|
changing the defined term “Second EBO Date” and all references thereto (including without limitation references in Sections 3(b), 19(d) and Exhibit No. 1) to “EBO Date”.
|
(d)
|
changing the defined term “Second EBO Price” and all references thereto (including without limitation references in Sections 3(a), 3(b), 19(d) and Exhibit No. 1) to “EBO Price”.
|
(e)
|
deleting Section 19(c) in its entirety and inserting in lieu thereof the following:
|
(a)
|
deleting the Total Leverage Ratio covenant in its entirety and inserting in lieu thereof the following:
|
(b)
|
deleting the definition of “Total Debt” in its entirety and inserting in lieu thereof the following:
|
(b)
|
The Lessee is duly authorized to execute and deliver this Amendment and is duly authorized to perform its obligations hereunder.
|
(c)
|
The execution, delivery and performance by the Lessee of this Amendment do not and will not (i) require any consent or approval of any federal, state, local or municipal governmental authority or any other entity or person, except where the failure to obtain any of the foregoing would not have a Material Adverse Effect or (ii) (A) violate any judgment, order, law, regulation, or rule applicable to Lessee or any provision of Lessee’s charter or bylaws or (B) result in any breach of, constitute a default under or result in the creation of any lien, charge, security interest or other encumbrance (other than Permitted Liens) upon the Operative Documents or any Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreements or other material instrument (other than the Equipment Lease Agreement) to which the Lessee is a party.
|
(d)
|
This Amendment is the legal, valid and binding obligation of the Lessee, enforceable against the Lessee in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting enforceability of creditors’ rights generally and to general principals of equity.
|
(e)
|
No Default has occurred and is continuing; and
|
(f)
|
Each of the representations and warranties of the Lessee in the Equipment Lease Agreement is true and correct in all material respects, on and as of the Amendment Effective Date with the same effect as though made on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date).
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of
Polymer Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Polymer Group, Inc.
|
||
|
|
|
|
Date: May 9, 2013
|
By:
|
|
/s/ Veronica M. Hagen
|
|
|
|
Veronica M. Hagen
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of
Polymer Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Polymer Group, Inc.
|
||
|
|
|
|
Date: May 9, 2013
|
By:
|
|
/s/ Dennis E. Norman
|
|
|
|
Dennis E. Norman
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 9, 2013
|
By:
|
|
/s/ Veronica M. Hagen
|
|
|
|
Veronica M. Hagen
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 9, 2013
|
By:
|
|
/s/ Dennis E. Norman
|
|
|
|
Dennis E. Norman
Chief Financial Officer
|