ý
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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DELAWARE
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42-1558674
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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14101 Capital Boulevard
Youngsville, North Carolina
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27596
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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£
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Accelerated filer
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£
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Page
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Item 1.
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3
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Item 2.
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25
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Item 3.
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36
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Item 4.
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36
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Item 1.
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37
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Item 1A.
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37
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Item 6.
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37
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ITEM 1.
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FINANCIAL STATEMENTS
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September 30, 2013
(Unaudited) |
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December 31,
2012 |
||||
ASSETS
|
|
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|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
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$
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48,782
|
|
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$
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34,777
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Accounts receivable, net
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92,985
|
|
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84,456
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Inventories, net
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81,417
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|
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77,391
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|
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Prepaid expenses
|
7,531
|
|
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9,386
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|
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Other current assets
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13,436
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|
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14,839
|
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Total current assets
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244,151
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220,849
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Property and equipment, net
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292,957
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308,806
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|
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Goodwill
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66,060
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61,127
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Intangible assets
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15,203
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18,678
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Other assets
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8,535
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|
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9,383
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Total assets
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$
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626,906
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|
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$
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618,843
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Notes payable
|
$
|
8,120
|
|
|
$
|
7,911
|
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Accounts payable
|
31,298
|
|
|
36,884
|
|
||
Accrued expenses
|
74,191
|
|
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59,757
|
|
||
Current maturities of long-term debt
|
2,139
|
|
|
2,397
|
|
||
Total current liabilities
|
115,748
|
|
|
106,949
|
|
||
Long-term debt, net of current maturities
|
432,910
|
|
|
434,684
|
|
||
Deferred and long-term taxes
|
16,061
|
|
|
16,582
|
|
||
Pension, other post-retirement and post-employment obligations
|
81,252
|
|
|
83,949
|
|
||
Other long-term liabilities
|
6,304
|
|
|
5,740
|
|
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Commitments and contingencies (Note 9)
|
|
|
|
|
|
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Stockholders’ deficit
|
|
|
|
||||
Preferred stock, $0.001 par value, 1,000,000 shares authorized; no shares outstanding as of September 30, 2013 and December 31, 2012
|
—
|
|
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—
|
|
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Common stock, $0.001 par value, 20,000,000 shares authorized; 15,380,507 and 15,309,717 shares outstanding as of September 30, 2013 and December 31, 2012, respectively
|
15
|
|
|
15
|
|
||
Stock warrants
|
13,532
|
|
|
13,532
|
|
||
Paid-in capital
|
414,151
|
|
|
413,124
|
|
||
Accumulated deficit
|
(413,128
|
)
|
|
(413,839
|
)
|
||
Accumulated other comprehensive loss
|
(39,939
|
)
|
|
(41,893
|
)
|
||
Total stockholders’ deficit
|
(25,369
|
)
|
|
(29,061
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
626,906
|
|
|
$
|
618,843
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net Sales
|
$
|
135,042
|
|
|
$
|
134,231
|
|
|
$
|
413,171
|
|
|
$
|
404,973
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of products sold
|
81,656
|
|
|
85,079
|
|
|
252,628
|
|
|
258,396
|
|
||||
Selling
|
17,242
|
|
|
18,546
|
|
|
53,349
|
|
|
57,104
|
|
||||
General and administrative
|
15,278
|
|
|
15,650
|
|
|
45,418
|
|
|
47,509
|
|
||||
Research and development
|
2,382
|
|
|
2,700
|
|
|
7,634
|
|
|
8,531
|
|
||||
Restructuring
|
3,034
|
|
|
5,840
|
|
|
8,454
|
|
|
10,943
|
|
||||
|
119,592
|
|
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127,815
|
|
|
367,483
|
|
|
382,483
|
|
||||
Income from operations
|
15,450
|
|
|
6,416
|
|
|
45,688
|
|
|
22,490
|
|
||||
Interest expense, net
|
(9,378
|
)
|
|
(9,777
|
)
|
|
(31,697
|
)
|
|
(28,494
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(3,123
|
)
|
|
—
|
|
||||
Foreign exchange (loss) gain
|
(905
|
)
|
|
(202
|
)
|
|
(1,102
|
)
|
|
157
|
|
||||
Income (loss) before provision for income taxes
|
5,167
|
|
|
(3,563
|
)
|
|
9,766
|
|
|
(5,847
|
)
|
||||
Provision for income taxes
|
(3,063
|
)
|
|
(94
|
)
|
|
(9,055
|
)
|
|
(3,105
|
)
|
||||
Net income (loss)
|
$
|
2,104
|
|
|
$
|
(3,657
|
)
|
|
$
|
711
|
|
|
$
|
(8,952
|
)
|
Comprehensive income (loss)
|
$
|
9,182
|
|
|
$
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(1,781
|
)
|
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$
|
2,665
|
|
|
$
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(15,490
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.14
|
|
|
$
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(0.24
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.59
|
)
|
Diluted
|
$
|
0.13
|
|
|
$
|
(0.24
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.59
|
)
|
Shares used in computing net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
15,375,728
|
|
|
15,257,617
|
|
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15,352,352
|
|
|
15,215,752
|
|
||||
Diluted
|
16,044,291
|
|
|
15,257,617
|
|
|
15,791,597
|
|
|
15,215,752
|
|
|
Nine Months Ended September 30,
|
||||||
|
2013
|
|
2012
|
||||
Operating activities
|
|
|
|
||||
Net income (loss)
|
$
|
711
|
|
|
$
|
(8,952
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Stock-based compensation
|
1,141
|
|
|
1,574
|
|
||
Depreciation
|
26,051
|
|
|
28,513
|
|
||
Amortization of intangibles
|
1,368
|
|
|
1,729
|
|
||
Deferred financing cost amortization
|
2,293
|
|
|
2,707
|
|
||
Foreign exchange loss on revaluation of debt
|
1,626
|
|
|
879
|
|
||
Deferred taxes
|
1,339
|
|
|
(383
|
)
|
||
Asset impairment
|
1,078
|
|
|
1,600
|
|
||
Gain (loss) on disposition of property and equipment
|
154
|
|
|
(656
|
)
|
||
Loss on extinguishment of debt
|
3,123
|
|
|
—
|
|
||
Provision for doubtful accounts
|
543
|
|
|
463
|
|
||
Change in assets and liabilities which provided (used) cash:
|
|
|
|
||||
Accounts receivable
|
(10,599
|
)
|
|
2,954
|
|
||
Inventories
|
(5,195
|
)
|
|
2,338
|
|
||
Prepaid expenses
|
1,714
|
|
|
(4,021
|
)
|
||
Other current assets
|
(1,026
|
)
|
|
1,385
|
|
||
Accounts payable and accrued expenses
|
7,436
|
|
|
1,945
|
|
||
Deferred and other long-term liabilities
|
(1,326
|
)
|
|
(1,158
|
)
|
||
Net cash provided by operating activities
|
30,431
|
|
|
30,917
|
|
||
Investing activities
|
|
|
|
||||
Capital expenditures, gross
|
(15,562
|
)
|
|
(13,222
|
)
|
||
Proceeds from disposals of property and equipment
|
2,235
|
|
|
1,378
|
|
||
Net cash used in investing activities
|
(13,327
|
)
|
|
(11,844
|
)
|
||
Financing activities
|
|
|
|
||||
Net increase in notes payable
|
—
|
|
|
7,365
|
|
||
Proceeds from borrowings
|
199,000
|
|
|
—
|
|
||
Principal payments on debt
|
(198,848
|
)
|
|
(27,965
|
)
|
||
Payment of deferred financing fees
|
(3,030
|
)
|
|
(1,782
|
)
|
||
Net cash used in financing activities
|
(2,878
|
)
|
|
(22,382
|
)
|
||
Effect of exchange rate changes on cash flows
|
(221
|
)
|
|
(680
|
)
|
||
Net increase (decrease) in cash
|
14,005
|
|
|
(3,989
|
)
|
||
Cash and cash equivalents at beginning of period
|
34,777
|
|
|
43,566
|
|
||
Cash and cash equivalents at end of period
|
$
|
48,782
|
|
|
$
|
39,577
|
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
Raw materials
|
$
|
20,378
|
|
|
$
|
16,924
|
|
Work in process
|
24,744
|
|
|
23,681
|
|
||
Finished goods (includes consigned inventory of $8,620 at September 30, 2013 and $8,726 at December 31, 2012)
|
36,295
|
|
|
36,786
|
|
||
|
$
|
81,417
|
|
|
$
|
77,391
|
|
|
Balance at
December 31, 2012 |
|
Charged to
Cost
of Sales
|
|
Effect of Foreign
Currency
Translation
|
|
Deduction
from
Reserves
|
|
Balance at
September 30, 2013 |
||||||||||
For the nine months ended September 30, 2013
|
$
|
1,848
|
|
|
$
|
1,254
|
|
|
$
|
48
|
|
|
$
|
(1,378
|
)
|
|
$
|
1,772
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Weighted-average common shares outstanding–basic
|
15,375,728
|
|
|
15,257,617
|
|
|
15,352,352
|
|
|
15,215,752
|
|
Dilutive effect of stock-based compensation awards outstanding
|
668,563
|
|
|
—
|
|
|
439,245
|
|
|
—
|
|
Weighted-average common shares outstanding–diluted
|
16,044,291
|
|
|
15,257,617
|
|
|
15,791,597
|
|
|
15,215,752
|
|
|
September 30, 2013
|
|
|
December 31, 2012
|
|
||
Fair value of interest rate rate cap included in other assets in the Consolidated Balance Sheets
|
$
|
4
|
|
|
$
|
16
|
|
Unrecognized losses included in accumulated other comprehensive loss
|
$
|
(257
|
)
|
|
$
|
(644
|
)
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
Fair value of derivatives
|
$
|
(287
|
)
|
|
$
|
357
|
|
|
Three Months Ended September 30, 2013:
|
|
Three Months Ended September 30, 2012:
|
||||
Change in fair value included in foreign exchange (loss) gain for the three months ended September 30, 2013 and September 30, 2012
|
$
|
(836
|
)
|
|
$
|
155
|
|
|
Nine months ended September 30, 2013
|
|
Nine months ended September 30, 2012
|
||||
Change in fair value included in foreign exchange gain for the nine months ended September 30, 2013 and September 30, 2012
|
$
|
706
|
|
|
$
|
438
|
|
|
Notional Sold
|
|
Notional Purchased
|
|
|||
Non-designated hedges of foreign exchange risk
|
$
|
25,812
|
|
|
$
|
(14,706
|
)
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
New senior secured term loan facility, payable quarterly, U.S. Dollar denominated–LIBOR
(minimum 1.25%) plus 5.00% (6.25%) as of September 30, 2013, net of $1.0 million discount |
$
|
198,500
|
|
|
$
|
—
|
|
Prior first lien debt, payable quarterly, U.S. Dollar denominated–LIBOR
(minimum 1.25%) plus 5.00% (6.25%) as of December 31, 2012 |
—
|
|
|
104,557
|
|
||
Prior first lien debt, payable quarterly, Euro denominated–EURIBOR
(minimum 1.25%) plus 5.00% (6.25%) as of December 31, 2012 |
—
|
|
|
95,979
|
|
||
|
198,500
|
|
|
200,536
|
|
||
Senior Notes (Unsecured), payable semi-annually–U.S. Dollar denominated interest rate fixed at 8.875%, matures June of 2018
|
236,410
|
|
|
236,410
|
|
||
|
|
|
|
||||
Unsecured, interest rate fixed at 2.00%, Euro denominated
|
139
|
|
|
135
|
|
||
|
435,049
|
|
|
437,081
|
|
||
Less current maturities
|
2,139
|
|
|
2,397
|
|
||
Total
|
$
|
432,910
|
|
|
$
|
434,684
|
|
•
|
a six-year
$200 million
senior secured term loan facility, provided the facility would mature in
March 2018
if any of the Company's senior notes due
2018
("Senior Notes") remain outstanding at that time; and
|
•
|
an uncommitted accordion option (the “Incremental Facility”) allowing for increases for borrowings under the New Term Credit Facility with the same terms, and borrowing of new tranches of term loans, up to an aggregate principal amount equal to (i)
$75 million
plus (ii) an additional amount (the “Facility Increase”) provided, if after giving effect to such Facility Increase (as well as any other additional term loans), on a pro forma basis, the Senior Secured Leverage Ratio (as defined in the New Term Credit Facility) for the most recent four consecutive fiscal quarters does not exceed
2.25
:1.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Service cost
|
$
|
934
|
|
|
$
|
898
|
|
|
$
|
2,873
|
|
|
$
|
2,671
|
|
Interest cost
|
1,497
|
|
|
1,855
|
|
|
4,605
|
|
|
5,523
|
|
||||
Expected return on plan assets
|
(1,356
|
)
|
|
(1,392
|
)
|
|
(4,169
|
)
|
|
(4,142
|
)
|
||||
Amortization of prior service cost
|
7
|
|
|
4
|
|
|
10
|
|
|
11
|
|
||||
Amortization of net loss
|
547
|
|
|
640
|
|
|
1,690
|
|
|
1,906
|
|
||||
Net periodic benefit cost
|
$
|
1,629
|
|
|
$
|
2,005
|
|
|
$
|
5,009
|
|
|
$
|
5,969
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income (loss)
|
$
|
2,104
|
|
|
$
|
(3,657
|
)
|
|
$
|
711
|
|
|
$
|
(8,952
|
)
|
Foreign currency translation adjustments
|
7,462
|
|
|
2,571
|
|
|
(650
|
)
|
|
(5,828
|
)
|
||||
Pension liability changes under Topic 715
|
(398
|
)
|
|
(683
|
)
|
|
2,217
|
|
|
(593
|
)
|
||||
Change in value of derivative instruments
|
14
|
|
|
(12
|
)
|
|
387
|
|
|
(117
|
)
|
||||
Comprehensive income (loss)
|
$
|
9,182
|
|
|
$
|
(1,781
|
)
|
|
$
|
2,665
|
|
|
$
|
(15,490
|
)
|
|
Foreign
Currency
Translation
Adjustment
|
|
Pension
Liability
Changes Under
Topic 715
|
|
Change in
Value of
Derivative
Instruments
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
||||||||
Balance at June 30, 2013
|
$
|
(4,859
|
)
|
|
$
|
(41,887
|
)
|
|
$
|
(271
|
)
|
|
$
|
(47,017
|
)
|
Other comprehensive income (loss) before reclassifications
|
7,462
|
|
|
(902
|
)
|
|
—
|
|
|
6,560
|
|
||||
Amounts reclassified from other comprehensive (loss) income
|
|
|
|
|
|
|
|
||||||||
Amortization of actuarial losses
|
—
|
|
|
504
|
|
|
14
|
|
|
518
|
|
||||
Amortization of interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net current period other comprehensive (loss) income
|
7,462
|
|
|
(398
|
)
|
|
14
|
|
|
7,078
|
|
||||
Balance at September 30, 2013
|
$
|
2,603
|
|
|
$
|
(42,285
|
)
|
|
$
|
(257
|
)
|
|
$
|
(39,939
|
)
|
|
|
|
|
|
|
|
|
|
Foreign
Currency
Translation
Adjustment
|
|
Pension
Liability
Changes Under
Topic 715
|
|
Change in
Value of
Derivative
Instruments
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
||||||||
Balance at December 31, 2012
|
$
|
3,253
|
|
|
$
|
(44,502
|
)
|
|
$
|
(644
|
)
|
|
$
|
(41,893
|
)
|
Other comprehensive (loss) income before reclassifications
|
(650
|
)
|
|
685
|
|
|
14
|
|
|
49
|
|
||||
Amounts reclassified from other comprehensive (loss) income
|
|
|
|
|
|
|
|
||||||||
Amortization of actuarial losses
|
—
|
|
|
1,532
|
|
|
—
|
|
|
1,532
|
|
||||
Amortization of interest expense
|
—
|
|
|
—
|
|
|
373
|
|
|
373
|
|
||||
Net current period other comprehensive (loss) income
|
(650
|
)
|
|
2,217
|
|
|
387
|
|
|
1,954
|
|
||||
Balance at September 30, 2013
|
$
|
2,603
|
|
|
$
|
(42,285
|
)
|
|
$
|
(257
|
)
|
|
$
|
(39,939
|
)
|
|
|
|
|
|
|
|
|
|
Balance at
December 31, 2012 |
|
Charges (1)
|
|
Currency
Effects |
|
Cash
Payments |
|
Balance at
September 30, 2013 |
||||||||||
Severance and other benefits
|
$
|
15,577
|
|
|
$
|
5,743
|
|
|
$
|
(53
|
)
|
|
$
|
(11,028
|
)
|
|
$
|
10,239
|
|
Facility costs and other
|
335
|
|
|
2,302
|
|
|
103
|
|
|
(1,880
|
)
|
|
860
|
|
|||||
Total
|
$
|
15,912
|
|
|
$
|
8,045
|
|
|
$
|
50
|
|
|
$
|
(12,908
|
)
|
|
$
|
11,099
|
|
|
Balance at
December 31, 2011 |
|
Charges (2)
|
|
Currency
Effects |
|
Cash
Payments |
|
Balance at
September 30, 2012 |
||||||||||
Severance and other benefits
|
$
|
800
|
|
|
$
|
4,888
|
|
|
$
|
9
|
|
|
$
|
(2,405
|
)
|
|
$
|
3,292
|
|
Facility costs and other
|
452
|
|
|
4,455
|
|
|
(117
|
)
|
|
(4,456
|
)
|
|
334
|
|
|||||
Total
|
$
|
1,252
|
|
|
$
|
9,343
|
|
|
$
|
(108
|
)
|
|
$
|
(6,861
|
)
|
|
$
|
3,626
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Clothing
|
$
|
2,888
|
|
|
$
|
2,572
|
|
|
$
|
6,875
|
|
|
$
|
7,338
|
|
Roll Covers
|
86
|
|
|
3,223
|
|
|
1,518
|
|
|
3,402
|
|
||||
Corporate
|
60
|
|
|
45
|
|
|
61
|
|
|
203
|
|
||||
Total
|
$
|
3,034
|
|
|
$
|
5,840
|
|
|
$
|
8,454
|
|
|
$
|
10,943
|
|
|
Clothing
|
|
Roll
Covers |
|
Corporate
|
|
Total
|
||||||||
Three Months Ended September 30, 2013:
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
$
|
87,980
|
|
|
$
|
47,062
|
|
|
$
|
—
|
|
|
$
|
135,042
|
|
Segment Earnings (Loss)
|
$
|
20,109
|
|
|
$
|
11,140
|
|
|
$
|
(4,332
|
)
|
|
|
||
Three Months Ended September 30, 2012:
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
$
|
88,873
|
|
|
$
|
45,358
|
|
|
$
|
—
|
|
|
$
|
134,231
|
|
Segment Earnings (Loss)
|
$
|
17,429
|
|
|
$
|
9,914
|
|
|
$
|
(2,942
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nine months ended September 30, 2013:
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
$
|
267,331
|
|
|
$
|
145,840
|
|
|
$
|
—
|
|
|
$
|
413,171
|
|
Segment Earnings (Loss)
|
$
|
58,319
|
|
|
$
|
35,802
|
|
|
$
|
(11,162
|
)
|
|
|
||
Nine months ended September 30, 2012:
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
$
|
265,671
|
|
|
$
|
139,302
|
|
|
$
|
—
|
|
|
$
|
404,973
|
|
Segment Earnings (Loss)
|
$
|
48,051
|
|
|
$
|
29,930
|
|
|
$
|
(9,364
|
)
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Segment Earnings (loss):
|
|
|
|
|
|
|
|
||||||||
Clothing
|
$
|
20,109
|
|
|
$
|
17,429
|
|
|
$
|
58,319
|
|
|
$
|
48,051
|
|
Roll Covers
|
11,140
|
|
|
9,914
|
|
|
35,802
|
|
|
29,930
|
|
||||
Corporate
|
(4,332
|
)
|
|
(2,942
|
)
|
|
(11,162
|
)
|
|
(9,364
|
)
|
||||
Stock-based compensation
|
(547
|
)
|
|
(820
|
)
|
|
(1,141
|
)
|
|
(1,574
|
)
|
||||
Inventory write-off
|
—
|
|
|
—
|
|
|
(692
|
)
|
|
—
|
|
||||
Impairment expense
|
—
|
|
|
—
|
|
|
(667
|
)
|
|
|
|||||
Legal fees related to term debt amendment
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(115
|
)
|
||||
Non-recurring expenses related to CEO retirement
|
—
|
|
|
(1,600
|
)
|
|
—
|
|
|
(3,096
|
)
|
||||
Interest expense, net
|
(9,378
|
)
|
|
(9,777
|
)
|
|
(31,697
|
)
|
|
(28,494
|
)
|
||||
Depreciation and amortization
|
(8,791
|
)
|
|
(9,897
|
)
|
|
(27,419
|
)
|
|
(30,242
|
)
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
(3,123
|
)
|
|
—
|
|
||||
Restructuring expense
|
(3,034
|
)
|
|
(5,840
|
)
|
|
(8,454
|
)
|
|
(10,943
|
)
|
||||
Income (loss) before provision for income taxes
|
$
|
5,167
|
|
|
$
|
(3,563
|
)
|
|
$
|
9,766
|
|
|
$
|
(5,847
|
)
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
RSU, Options and DSU Awards (1)
|
|
$
|
547
|
|
|
$
|
820
|
|
|
$
|
1,141
|
|
|
$
|
1,574
|
|
(1)
|
Related to RSUs, Options and DSUs awarded to certain employees and non-employee directors.
|
|
Parent
|
|
Total
Guarantors |
|
Total Non
Guarantors |
|
Other
Eliminations |
|
The
Company |
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
44,922
|
|
|
$
|
102,702
|
|
|
$
|
(12,582
|
)
|
|
$
|
135,042
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold
|
(421
|
)
|
|
31,008
|
|
|
63,730
|
|
|
(12,661
|
)
|
|
81,656
|
|
|||||
Selling
|
—
|
|
|
5,048
|
|
|
12,194
|
|
|
—
|
|
|
17,242
|
|
|||||
General and administrative
|
2,485
|
|
|
1,528
|
|
|
11,265
|
|
|
—
|
|
|
15,278
|
|
|||||
Research and development
|
—
|
|
|
1,874
|
|
|
508
|
|
|
—
|
|
|
2,382
|
|
|||||
Restructuring and impairment
|
60
|
|
|
37
|
|
|
2,937
|
|
|
—
|
|
|
3,034
|
|
|||||
|
2,124
|
|
|
39,495
|
|
|
90,634
|
|
|
(12,661
|
)
|
|
119,592
|
|
|||||
(Loss) income from operations
|
(2,124
|
)
|
|
5,427
|
|
|
12,068
|
|
|
79
|
|
|
15,450
|
|
|||||
Interest (expense) income, net
|
(8,898
|
)
|
|
1,408
|
|
|
(1,888
|
)
|
|
—
|
|
|
(9,378
|
)
|
|||||
Foreign exchange loss
|
(538
|
)
|
|
(126
|
)
|
|
(241
|
)
|
|
—
|
|
|
(905
|
)
|
|||||
Equity in subsidiaries income
|
13,992
|
|
|
6,139
|
|
|
—
|
|
|
(20,131
|
)
|
|
—
|
|
|||||
Income (loss) before provision for income taxes
|
2,432
|
|
|
12,848
|
|
|
9,939
|
|
|
(20,052
|
)
|
|
5,167
|
|
|||||
Provision for income taxes
|
(328
|
)
|
|
(23
|
)
|
|
(2,712
|
)
|
|
—
|
|
|
(3,063
|
)
|
|||||
Net income
|
$
|
2,104
|
|
|
$
|
12,825
|
|
|
$
|
7,227
|
|
|
$
|
(20,052
|
)
|
|
$
|
2,104
|
|
Comprehensive income
|
$
|
2,563
|
|
|
$
|
12,975
|
|
|
$
|
13,696
|
|
|
$
|
(20,052
|
)
|
|
$
|
9,182
|
|
|
Parent
|
|
Total
Guarantors |
|
Total Non
Guarantors |
|
Other
Eliminations |
|
The
Company |
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
45,119
|
|
|
$
|
100,831
|
|
|
$
|
(11,719
|
)
|
|
$
|
134,231
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold
|
(342
|
)
|
|
31,821
|
|
|
65,442
|
|
|
(11,842
|
)
|
|
85,079
|
|
|||||
Selling
|
—
|
|
|
5,393
|
|
|
13,153
|
|
|
—
|
|
|
18,546
|
|
|||||
General and administrative
|
3,489
|
|
|
1,725
|
|
|
10,436
|
|
|
—
|
|
|
15,650
|
|
|||||
Research and development
|
—
|
|
|
2,105
|
|
|
595
|
|
|
—
|
|
|
2,700
|
|
|||||
Restructuring and impairment
|
45
|
|
|
19
|
|
|
5,776
|
|
|
—
|
|
|
5,840
|
|
|||||
|
3,192
|
|
|
41,063
|
|
|
95,402
|
|
|
(11,842
|
)
|
|
127,815
|
|
|||||
(Loss) income from operations
|
(3,192
|
)
|
|
4,056
|
|
|
5,429
|
|
|
123
|
|
|
6,416
|
|
|||||
Interest (expense) income, net
|
(6,973
|
)
|
|
1,490
|
|
|
(4,294
|
)
|
|
—
|
|
|
(9,777
|
)
|
|||||
Foreign exchange loss
|
(193
|
)
|
|
(3
|
)
|
|
(6
|
)
|
|
—
|
|
|
(202
|
)
|
|||||
Equity in subsidiaries income (deficit)
|
5,093
|
|
|
(13,056
|
)
|
|
—
|
|
|
7,963
|
|
|
—
|
|
|||||
Dividend income
|
1,656
|
|
|
18,904
|
|
|
—
|
|
|
(20,560
|
)
|
|
—
|
|
|||||
(Loss) Income before provision for income taxes
|
(3,609
|
)
|
|
11,391
|
|
|
1,129
|
|
|
(12,474
|
)
|
|
(3,563
|
)
|
|||||
Provision for income taxes
|
(48
|
)
|
|
(35
|
)
|
|
(11
|
)
|
|
—
|
|
|
(94
|
)
|
|||||
Net (loss) income
|
$
|
(3,657
|
)
|
|
$
|
11,356
|
|
|
$
|
1,118
|
|
|
$
|
(12,474
|
)
|
|
$
|
(3,657
|
)
|
Comprehensive (loss) income
|
$
|
(3,598
|
)
|
|
$
|
11,464
|
|
|
$
|
2,827
|
|
|
$
|
(12,474
|
)
|
|
$
|
(1,781
|
)
|
|
Parent
|
|
Total
Guarantors |
|
Total Non
Guarantors |
|
Other
Eliminations |
|
The
Company |
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
138,303
|
|
|
$
|
311,319
|
|
|
$
|
(36,451
|
)
|
|
$
|
413,171
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold
|
(1,270
|
)
|
|
94,341
|
|
|
196,087
|
|
|
(36,530
|
)
|
|
252,628
|
|
|||||
Selling
|
—
|
|
|
15,239
|
|
|
38,110
|
|
|
—
|
|
|
53,349
|
|
|||||
General and administrative
|
6,766
|
|
|
4,072
|
|
|
34,580
|
|
|
—
|
|
|
45,418
|
|
|||||
Research and development
|
—
|
|
|
5,924
|
|
|
1,710
|
|
|
—
|
|
|
7,634
|
|
|||||
Restructuring and impairment
|
61
|
|
|
831
|
|
|
7,562
|
|
|
—
|
|
|
8,454
|
|
|||||
|
5,557
|
|
|
120,407
|
|
|
278,049
|
|
|
(36,530
|
)
|
|
367,483
|
|
|||||
(Loss) income from operations
|
(5,557
|
)
|
|
17,896
|
|
|
33,270
|
|
|
79
|
|
|
45,688
|
|
|||||
Interest (expense) income, net
|
(23,715
|
)
|
|
4,219
|
|
|
(12,201
|
)
|
|
—
|
|
|
(31,697
|
)
|
|||||
Foreign exchange loss
|
(442
|
)
|
|
(130
|
)
|
|
(530
|
)
|
|
—
|
|
|
(1,102
|
)
|
|||||
Equity in subsidiaries income
|
33,970
|
|
|
9,124
|
|
|
—
|
|
|
(43,094
|
)
|
|
—
|
|
|||||
Loss on extinguishment of debt
|
(3,123
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,123
|
)
|
|||||
Dividend income
|
—
|
|
|
1,555
|
|
|
—
|
|
|
(1,555
|
)
|
|
—
|
|
|||||
Income (loss) before provision for income taxes
|
1,133
|
|
|
32,664
|
|
|
20,539
|
|
|
(44,570
|
)
|
|
9,766
|
|
|||||
Provision for income taxes
|
(422
|
)
|
|
45
|
|
|
(8,678
|
)
|
|
—
|
|
|
(9,055
|
)
|
|||||
Net income
|
$
|
711
|
|
|
$
|
32,709
|
|
|
$
|
11,861
|
|
|
$
|
(44,570
|
)
|
|
$
|
711
|
|
Comprehensive income
|
$
|
(632
|
)
|
|
$
|
32,815
|
|
|
$
|
15,052
|
|
|
$
|
(44,570
|
)
|
|
$
|
2,665
|
|
|
Parent
|
|
Total
Guarantors |
|
Total Non
Guarantors |
|
Other
Eliminations |
|
The
Company |
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
134,970
|
|
|
$
|
305,628
|
|
|
$
|
(35,625
|
)
|
|
$
|
404,973
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold
|
(1,150
|
)
|
|
97,245
|
|
|
198,291
|
|
|
(35,990
|
)
|
|
258,396
|
|
|||||
Selling
|
—
|
|
|
16,725
|
|
|
40,379
|
|
|
—
|
|
|
57,104
|
|
|||||
General and administrative
|
8,753
|
|
|
5,492
|
|
|
33,264
|
|
|
—
|
|
|
47,509
|
|
|||||
Research and development
|
—
|
|
|
6,258
|
|
|
2,273
|
|
|
—
|
|
|
8,531
|
|
|||||
Restructuring and impairment
|
203
|
|
|
182
|
|
|
10,558
|
|
|
—
|
|
|
10,943
|
|
|||||
|
7,806
|
|
|
125,902
|
|
|
284,765
|
|
|
(35,990
|
)
|
|
382,483
|
|
|||||
(Loss) income from operations
|
(7,806
|
)
|
|
9,068
|
|
|
20,863
|
|
|
365
|
|
|
22,490
|
|
|||||
Interest (expense) income, net
|
(21,419
|
)
|
|
5,035
|
|
|
(12,110
|
)
|
|
—
|
|
|
(28,494
|
)
|
|||||
Foreign exchange loss
|
(501
|
)
|
|
(7
|
)
|
|
665
|
|
|
—
|
|
|
157
|
|
|||||
Equity in subsidiaries income
|
19,221
|
|
|
(10,668
|
)
|
|
—
|
|
|
(8,553
|
)
|
|
—
|
|
|||||
Dividend income
|
1,656
|
|
|
18,904
|
|
|
—
|
|
|
(20,560
|
)
|
|
—
|
|
|||||
(Loss) income before provision for income taxes
|
(8,849
|
)
|
|
22,332
|
|
|
9,418
|
|
|
(28,748
|
)
|
|
(5,847
|
)
|
|||||
Provision for income taxes
|
(103
|
)
|
|
(108
|
)
|
|
(2,894
|
)
|
|
—
|
|
|
(3,105
|
)
|
|||||
Net (loss) income
|
$
|
(8,952
|
)
|
|
$
|
22,224
|
|
|
$
|
6,524
|
|
|
$
|
(28,748
|
)
|
|
$
|
(8,952
|
)
|
Comprehensive income
|
$
|
(8,261
|
)
|
|
$
|
22,860
|
|
|
$
|
(1,341
|
)
|
|
$
|
(28,748
|
)
|
|
$
|
(15,490
|
)
|
|
Parent
|
|
Total
Guarantors |
|
Total Non
Guarantors |
|
Other
Eliminations |
|
The
Company |
||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
711
|
|
|
$
|
32,709
|
|
|
$
|
11,861
|
|
|
$
|
(44,570
|
)
|
|
$
|
711
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock-based compensation
|
1,120
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
1,141
|
|
|||||
Depreciation
|
94
|
|
|
5,599
|
|
|
20,358
|
|
|
—
|
|
|
26,051
|
|
|||||
Amortization of intangibles
|
—
|
|
|
1,298
|
|
|
70
|
|
|
—
|
|
|
1,368
|
|
|||||
Deferred financing cost amortization
|
(1,466
|
)
|
|
—
|
|
|
3,759
|
|
|
—
|
|
|
2,293
|
|
|||||
Foreign exchange loss on revaluation of debt
|
(410
|
)
|
|
(45
|
)
|
|
2,081
|
|
|
—
|
|
|
1,626
|
|
|||||
Deferred taxes
|
291
|
|
|
—
|
|
|
1,048
|
|
|
—
|
|
|
1,339
|
|
|||||
Asset impairment
|
17
|
|
|
341
|
|
|
720
|
|
|
|
|
1,078
|
|
||||||
Loss on disposition of property and equipment
|
132
|
|
|
17
|
|
|
5
|
|
|
—
|
|
|
154
|
|
|||||
Loss on extinguishment of debt
|
3,123
|
|
|
|
|
|
|
|
|
3,123
|
|
||||||||
Provision for doubtful accounts
|
—
|
|
|
155
|
|
|
388
|
|
|
—
|
|
|
543
|
|
|||||
Undistributed equity in earnings of subsidiaries
|
(33,970
|
)
|
|
(9,124
|
)
|
|
—
|
|
|
43,094
|
|
|
—
|
|
|||||
Change in assets and liabilities which provided (used) cash:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accounts receivable
|
25
|
|
|
(3,151
|
)
|
|
(7,473
|
)
|
|
—
|
|
|
(10,599
|
)
|
|||||
Inventories
|
—
|
|
|
(1,057
|
)
|
|
(4,059
|
)
|
|
(79
|
)
|
|
(5,195
|
)
|
|||||
Prepaid expenses
|
(194
|
)
|
|
(23
|
)
|
|
1,931
|
|
|
—
|
|
|
1,714
|
|
|||||
Other current assets
|
(151
|
)
|
|
47
|
|
|
(922
|
)
|
|
—
|
|
|
(1,026
|
)
|
|||||
Accounts payable and accrued expenses
|
8,667
|
|
|
55
|
|
|
(2,841
|
)
|
|
1,555
|
|
|
7,436
|
|
|||||
Deferred and other long-term liabilities
|
93
|
|
|
153
|
|
|
(1,572
|
)
|
|
—
|
|
|
(1,326
|
)
|
|||||
Intercompany loans
|
1,834
|
|
|
(2,635
|
)
|
|
801
|
|
|
—
|
|
|
—
|
|
|||||
Net cash (used in) provided by operating activities
|
(20,084
|
)
|
|
24,339
|
|
|
26,176
|
|
|
—
|
|
|
30,431
|
|
|||||
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures, gross
|
(4,274
|
)
|
|
(2,166
|
)
|
|
(9,122
|
)
|
|
—
|
|
|
(15,562
|
)
|
|||||
Intercompany property and equipment transfers, net
|
3
|
|
|
88
|
|
|
(91
|
)
|
|
|
|
—
|
|
||||||
Proceeds from disposals of property and equipment
|
—
|
|
|
4
|
|
|
2,231
|
|
|
—
|
|
|
2,235
|
|
|||||
Net cash used in investing activities
|
(4,271
|
)
|
|
(2,074
|
)
|
|
(6,982
|
)
|
|
—
|
|
|
(13,327
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Proceeds from borrowings
|
199,000
|
|
|
|
|
|
|
|
|
199,000
|
|
||||||||
Principal payments on debt
|
(105,057
|
)
|
|
—
|
|
|
(93,791
|
)
|
|
—
|
|
|
(198,848
|
)
|
|||||
Payment of deferred financing fees
|
(3,030
|
)
|
|
|
|
|
|
|
|
(3,030
|
)
|
||||||||
Intercompany loans
|
(59,415
|
)
|
|
(22,310
|
)
|
|
81,725
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
31,498
|
|
|
(22,310
|
)
|
|
(12,066
|
)
|
|
—
|
|
|
(2,878
|
)
|
|||||
Effect of exchange rate changes on cash flows
|
—
|
|
|
—
|
|
|
(221
|
)
|
|
—
|
|
|
(221
|
)
|
|||||
Net increase (decrease) in cash
|
7,143
|
|
|
(45
|
)
|
|
6,907
|
|
|
—
|
|
|
14,005
|
|
|||||
Cash and cash equivalents at beginning of period
|
6,471
|
|
|
36
|
|
|
28,270
|
|
|
—
|
|
|
34,777
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
13,614
|
|
|
$
|
(9
|
)
|
|
$
|
35,177
|
|
|
$
|
—
|
|
|
$
|
48,782
|
|
|
Parent
|
|
Total
Guarantors |
|
Total Non
Guarantors |
|
Other
Eliminations |
|
The
Company |
||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
$
|
(8,952
|
)
|
|
$
|
22,224
|
|
|
$
|
6,524
|
|
|
$
|
(28,748
|
)
|
|
$
|
(8,952
|
)
|
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock-based compensation
|
1,574
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,574
|
|
|||||
Depreciation
|
135
|
|
|
5,932
|
|
|
22,446
|
|
|
—
|
|
|
28,513
|
|
|||||
Amortization of intangibles
|
—
|
|
|
1,659
|
|
|
70
|
|
|
—
|
|
|
1,729
|
|
|||||
Deferred financing cost amortization
|
1,885
|
|
|
—
|
|
|
822
|
|
|
—
|
|
|
2,707
|
|
|||||
Foreign exchange loss on revaluation of debt
|
—
|
|
|
—
|
|
|
879
|
|
|
—
|
|
|
879
|
|
|||||
Deferred taxes
|
—
|
|
|
—
|
|
|
(383
|
)
|
|
—
|
|
|
(383
|
)
|
|||||
Asset impairment
|
—
|
|
|
—
|
|
|
1,600
|
|
|
—
|
|
|
1,600
|
|
|||||
Gain on disposition of property and equipment
|
—
|
|
|
24
|
|
|
(680
|
)
|
|
—
|
|
|
(656
|
)
|
|||||
Intercompany dividend
|
(1,656
|
)
|
|
(18,904
|
)
|
|
—
|
|
|
20,560
|
|
|
—
|
|
|||||
Provision for doubtful accounts
|
—
|
|
|
(150
|
)
|
|
613
|
|
|
—
|
|
|
463
|
|
|||||
Undistributed equity in (earnings) loss of subsidiaries
|
(19,221
|
)
|
|
10,668
|
|
|
—
|
|
|
8,553
|
|
|
—
|
|
|||||
Change in assets and liabilities which provided (used) cash:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable
|
8
|
|
|
852
|
|
|
2,094
|
|
|
—
|
|
|
2,954
|
|
|||||
Inventories
|
—
|
|
|
3,107
|
|
|
(404
|
)
|
|
(365
|
)
|
|
2,338
|
|
|||||
Prepaid expenses
|
122
|
|
|
(671
|
)
|
|
(3,472
|
)
|
|
—
|
|
|
(4,021
|
)
|
|||||
Other current assets
|
—
|
|
|
1,799
|
|
|
(414
|
)
|
|
—
|
|
|
1,385
|
|
|||||
Accounts payable and accrued expenses
|
4,781
|
|
|
(2,106
|
)
|
|
(730
|
)
|
|
—
|
|
|
1,945
|
|
|||||
Deferred and other long-term liabilities
|
244
|
|
|
(622
|
)
|
|
(780
|
)
|
|
—
|
|
|
(1,158
|
)
|
|||||
Intercompany loans
|
1,891
|
|
|
(394
|
)
|
|
(1,497
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash (used in) provided by operating activities
|
(19,189
|
)
|
|
23,418
|
|
|
26,688
|
|
|
—
|
|
|
30,917
|
|
|||||
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures, gross
|
(22
|
)
|
|
(1,895
|
)
|
|
(11,305
|
)
|
|
—
|
|
|
(13,222
|
)
|
|||||
Intercompany property and equipment transfers, net
|
344
|
|
|
(317
|
)
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|||||
Proceeds from disposals of property and equipment
|
—
|
|
|
298
|
|
|
1,080
|
|
|
—
|
|
|
1,378
|
|
|||||
Net cash provided by (used in) investing activities
|
322
|
|
|
(1,914
|
)
|
|
(10,252
|
)
|
|
—
|
|
|
(11,844
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase in notes payable
|
—
|
|
|
—
|
|
|
7,365
|
|
|
—
|
|
|
7,365
|
|
|||||
Principal payments on debt
|
(13,846
|
)
|
|
—
|
|
|
(14,119
|
)
|
|
—
|
|
|
(27,965
|
)
|
|||||
Payment of deferred financing fees
|
(1,047
|
)
|
|
—
|
|
|
(735
|
)
|
|
—
|
|
|
(1,782
|
)
|
|||||
Dividends paid
|
1,656
|
|
|
—
|
|
|
(1,656
|
)
|
|
—
|
|
|
—
|
|
|||||
Intercompany loans
|
31,091
|
|
|
(21,778
|
)
|
|
(9,313
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
17,854
|
|
|
(21,778
|
)
|
|
(18,458
|
)
|
|
—
|
|
|
(22,382
|
)
|
|||||
Effect of exchange rate changes on cash flows
|
—
|
|
|
2
|
|
|
(682
|
)
|
|
—
|
|
|
(680
|
)
|
|||||
Net decrease in cash
|
(1,013
|
)
|
|
(272
|
)
|
|
(2,704
|
)
|
|
—
|
|
|
(3,989
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
11,548
|
|
|
280
|
|
|
31,738
|
|
|
—
|
|
|
43,566
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
10,535
|
|
|
$
|
8
|
|
|
$
|
29,034
|
|
|
$
|
—
|
|
|
$
|
39,577
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
we are subject to the risk of a weaker global economy that influences the paper industry as well as local economic conditions in the areas around the world where we conduct business;
|
•
|
structural shifts in the demand for paper, for instance the shift away from newsprint, printing and writing paper in favor of digital media, may adversely impact our financial results;
|
•
|
our strategy to lower our costs in response to market changes in the paper industry by reorganizing and restructuring our operations will require us to incur significantly higher costs and may not provide the cost reductions and results we anticipate;
|
•
|
we are subject to execution risk related to the startup of our proposed new facility in China;
|
•
|
our strategies and plans, including, but not limited to, those relating to developing and successfully marketing new products, enhancing our operational efficiencies and reducing costs, may not result in the anticipated benefits;
|
•
|
our financial results could be adversely affected by fluctuations in interest rates and currency exchange rates;
|
•
|
our manufacturing facilities may be required to quickly increase or decrease production capacity, which could negatively affect our production, customer order lead time, product quality, labor relations or gross margin;
|
•
|
we may not be successful in developing and marketing new technologies or in competing against new technologies developed by competitors;
|
•
|
variations in demand for our products, including our new products, could negatively affect our net sales and profitability;
|
•
|
we are subject to fluctuations in the price of our component supply costs;
|
•
|
due to our high degree of leverage and significant debt service obligations, we need to generate substantial operating cash flow to fund growth and unexpected cash needs;
|
•
|
we are subject to the risk of terrorist attacks or an outbreak or escalation of any insurrection or armed conflict involving the United States or any other country in which we conduct business, or any other domestic or international calamity, including natural disasters;
|
•
|
we are subject to the impact of changes in the policies, laws, regulations and practices of the United States and any foreign country in which we operate or conduct business, including changes regarding taxes and the repatriation of earnings; and
|
•
|
anti-takeover provisions could make it more difficult for a third-party to acquire us.
|
•
|
Advances in technology of our products, which can provide value to our customers by improving the efficiency of paper-making machines and reduce their manufacturing costs;
|
|
|
|
|
|
Currency
|
|
Average exchange rate of the
U.S. Dollar in the nine months ended September 30, 2013 |
|
Average exchange rate of the
U.S. Dollar in the nine months ended September 30, 2012 |
Euro
|
|
$1.32 = 1 Euro
|
|
$1.28 = 1 Euro
|
Brazilian Real
|
|
$0.47 = 1 Brazilian Real
|
|
$0.52 = 1 Brazilian Real
|
Canadian Dollar
|
|
$0.98 = 1 Canadian Dollar
|
|
$1.00 = 1 Canadian Dollar
|
Australian Dollar
|
|
$0.98 = 1 Australian Dollar
|
|
$1.04 = 1 Australian Dollar
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||
|
2013
|
|
2012
|
2013
|
|
2012
|
||||||||
Domestic income from operations
|
$
|
3,303
|
|
|
$
|
864
|
|
$
|
12,339
|
|
|
$
|
1,262
|
|
Foreign income from operations
|
12,147
|
|
|
5,552
|
|
33,349
|
|
|
21,228
|
|
||||
Total income from operations
|
$
|
15,450
|
|
|
$
|
6,416
|
|
$
|
45,688
|
|
|
$
|
22,490
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Net Sales
|
$
|
135,042
|
|
|
$
|
134,231
|
|
|
$
|
413,171
|
|
|
$
|
404,973
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of products sold
|
81,656
|
|
|
85,079
|
|
|
252,628
|
|
|
258,396
|
|
||||
Selling
|
17,242
|
|
|
18,546
|
|
|
53,349
|
|
|
57,104
|
|
||||
General and administrative
|
15,278
|
|
|
15,650
|
|
|
45,418
|
|
|
47,509
|
|
||||
Research and development
|
2,382
|
|
|
2,700
|
|
|
7,634
|
|
|
8,531
|
|
||||
Restructuring
|
3,034
|
|
|
5,840
|
|
|
8,454
|
|
|
10,943
|
|
||||
|
119,592
|
|
|
127,815
|
|
|
367,483
|
|
|
382,483
|
|
||||
Income from operations
|
15,450
|
|
|
6,416
|
|
|
45,688
|
|
|
22,490
|
|
||||
Interest expense, net
|
(9,378
|
)
|
|
(9,777
|
)
|
|
(31,697
|
)
|
|
(28,494
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(3,123
|
)
|
|
—
|
|
||||
Foreign exchange (loss) gain
|
(905
|
)
|
|
(202
|
)
|
|
(1,102
|
)
|
|
157
|
|
||||
Income (loss) before provision for income taxes
|
5,167
|
|
|
(3,563
|
)
|
|
9,766
|
|
|
(5,847
|
)
|
||||
Provision for income taxes
|
(3,063
|
)
|
|
(94
|
)
|
|
(9,055
|
)
|
|
(3,105
|
)
|
||||
Net income (loss)
|
$
|
2,104
|
|
|
$
|
(3,657
|
)
|
|
$
|
711
|
|
|
$
|
(8,952
|
)
|
Comprehensive income (loss)
|
$
|
9,182
|
|
|
$
|
(1,781
|
)
|
|
$
|
2,665
|
|
|
$
|
(15,490
|
)
|
•
|
a six-year $200 million senior secured term loan facility, provided the facility would mature in March 2018 if any of the Company's senior notes due 2018 ("Senior Notes") remain outstanding at that time; and
|
•
|
an uncommitted accordion option (the “Incremental Facility”) allowing for increases for borrowings under the New Term Credit Facility with the same terms, and borrowing of new tranches of term loans, up to an aggregate principal amount equal to (i) $75 million plus (ii) an additional amount (the “Facility Increase”) provided, if after giving effect to such Facility Increase (as well as any other additional term loans), on a pro forma basis, the Senior Secured Leverage Ratio (as defined in the New Term Credit Facility) for the most recent four consecutive fiscal quarters does not exceed 2.25:1.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income (loss)
|
$
|
2,104
|
|
|
$
|
(3,657
|
)
|
|
711
|
|
|
$
|
(8,952
|
)
|
|
Stock-based compensation
|
547
|
|
|
820
|
|
|
1,141
|
|
|
1,574
|
|
||||
Depreciation
|
8,384
|
|
|
9,321
|
|
|
26,051
|
|
|
28,513
|
|
||||
Amortization of intangibles
|
407
|
|
|
576
|
|
|
1,368
|
|
|
1,729
|
|
||||
Deferred financing cost amortization
|
675
|
|
|
971
|
|
|
2,293
|
|
|
2,707
|
|
||||
Foreign exchange loss on revaluation of debt
|
(1,296
|
)
|
|
344
|
|
|
1,626
|
|
|
879
|
|
||||
Deferred taxes
|
591
|
|
|
(22
|
)
|
|
1,339
|
|
|
(383
|
)
|
||||
Asset impairment
|
—
|
|
|
1,600
|
|
|
1,078
|
|
|
1,600
|
|
||||
Gain (loss) on disposition of property and equipment
|
161
|
|
|
(40
|
)
|
|
154
|
|
|
(656
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
3,123
|
|
|
—
|
|
||||
Net change in operating assets and liabilities
|
4,986
|
|
|
7,053
|
|
|
(8,453
|
)
|
|
3,906
|
|
||||
Net cash provided by operating activities
|
16,559
|
|
|
16,966
|
|
|
30,431
|
|
|
30,917
|
|
||||
Interest expense, excluding amortization
|
8,703
|
|
|
8,806
|
|
|
29,404
|
|
|
25,787
|
|
||||
Net change in operating assets and liabilities
|
(4,986
|
)
|
|
(7,053
|
)
|
|
8,453
|
|
|
(3,906
|
)
|
||||
Current portion of income tax expense
|
2,472
|
|
|
116
|
|
|
7,716
|
|
|
3,488
|
|
||||
Stock-based compensation
|
(547
|
)
|
|
(820
|
)
|
|
(1,141
|
)
|
|
(1,574
|
)
|
||||
Foreign exchange loss on revaluation of debt
|
1,296
|
|
|
(344
|
)
|
|
(1,626
|
)
|
|
(879
|
)
|
||||
Asset impairment
|
—
|
|
|
(1,600
|
)
|
|
(1,078
|
)
|
|
(1,600
|
)
|
||||
(Loss) gain on disposition of property and equipment
|
(161
|
)
|
|
40
|
|
|
(154
|
)
|
|
656
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(3,123
|
)
|
|
—
|
|
||||
EBITDA
|
23,336
|
|
|
16,111
|
|
|
68,882
|
|
|
52,889
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
3,123
|
|
|
—
|
|
||||
Stock-based compensation
|
547
|
|
|
820
|
|
|
1,141
|
|
|
1,574
|
|
||||
Operational restructuring expenses
|
3,034
|
|
|
5,840
|
|
|
8,454
|
|
|
10,943
|
|
||||
Inventory write off
|
—
|
|
|
—
|
|
|
692
|
|
|
—
|
|
||||
Non-restructuring impairment expense
|
1
|
|
|
—
|
|
|
667
|
|
|
—
|
|
||||
Legal fees related to term debt amendment
|
—
|
|
|
30
|
|
|
—
|
|
|
115
|
|
||||
Non-recurring CEO retirement expenses
|
—
|
|
|
1,600
|
|
|
—
|
|
|
3,096
|
|
||||
China plant startup costs
|
296
|
|
|
—
|
|
|
296
|
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
27,214
|
|
|
$
|
24,401
|
|
|
$
|
83,255
|
|
|
$
|
68,617
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
|
|
|
|
XERIUM TECHNOLOGIES, INC.
|
|
|
(Registrant)
|
|
|
|
|
November 6, 2013
|
By:
|
/s/Clifford E. Pietrafitta
|
|
|
Clifford E. Pietrafitta
|
|
|
Executive Vice President and CFO
|
|
|
(Principal Financial Officer)
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
10.1
|
|
Employment Agreement of William Butterfield
|
31.1
|
|
Certification Statement of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification Statement of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Certification Statement of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2
|
|
Certification Statement of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
THE EXECUTIVE:
|
|
XERIUM TECHNOLOGIES, INC.
|
|
/s/ Bill Butterfield
|
By:
|
/s/ Harold Bevis
|
|
Bill Butterfield
|
|
Harold C. Bevis
|
|
|
|
President and Chief Executive Officer
|
|
/s/ Harold C. Bevis
|
Harold C. Bevis
|
President and Chief Executive Officer
|
(Principal Executive Officer)
|
/s/ Clifford E. Pietrafitta
|
Clifford E. Pietrafitta
|
Executive Vice President and CFO
|
(Principal Financial Officer)
|
|
/s/ Harold C. Bevis
|
Harold C. Bevis
|
President and Chief Executive Officer
|
(Principal Executive Officer)
|
/s/ Clifford E. Pietrafitta
|
Clifford E. Pietrafitta
|
Executive Vice President and CFO
|
(Principal Financial Officer)
|