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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x
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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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£
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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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37
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Item 4.
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37
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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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June 30, 2014
(Unaudited) |
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December 31,
2013 |
||||
ASSETS
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|
||||
Current assets:
|
|
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|
||||
Cash and cash equivalents
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$
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14,956
|
|
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$
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25,716
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Accounts receivable, net
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91,678
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87,952
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Inventories, net
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90,586
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83,930
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Prepaid expenses
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7,608
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8,179
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Other current assets
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14,657
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|
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15,695
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Total current assets
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219,485
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221,472
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Property and equipment, net
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322,913
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|
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309,664
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|
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Goodwill
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66,535
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|
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68,975
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Intangible assets
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13,438
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14,470
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Other assets
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11,018
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|
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9,483
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Total assets
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$
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633,389
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$
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624,064
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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|
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|
||||
Current liabilities:
|
|
|
|
||||
Notes payable
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$
|
8,166
|
|
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$
|
8,267
|
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Accounts payable
|
39,576
|
|
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42,220
|
|
||
Accrued expenses
|
65,168
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|
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61,368
|
|
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Current maturities of long-term debt
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2,062
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|
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2,166
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|
||
Total current liabilities
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114,972
|
|
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114,021
|
|
||
Long-term debt, net of current maturities
|
437,218
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|
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432,706
|
|
||
Liabilities under capital leases
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4,525
|
|
|
—
|
|
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Deferred taxes
|
15,355
|
|
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16,350
|
|
||
Pension, other post-retirement and post-employment obligations
|
65,544
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|
|
66,866
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|
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Other long-term liabilities
|
4,684
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|
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5,570
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|
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Commitments and contingencies (Note 9)
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|
|
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|
|
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Stockholders’ deficit
|
|
|
|
||||
Preferred stock, $0.001 par value, 1,000,000 shares authorized; no shares outstanding as of June 30, 2014 and December 31, 2013
|
—
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|
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—
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|
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Common stock, $0.001 par value, 20,000,000 shares authorized; 15,415,726 and 15,383,903 shares outstanding as of June 30, 2014 and December 31, 2013, respectively
|
15
|
|
|
15
|
|
||
Stock warrants
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—
|
|
|
13,532
|
|
||
Paid-in capital
|
429,294
|
|
|
414,742
|
|
||
Accumulated deficit
|
(407,757
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)
|
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(409,686
|
)
|
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Accumulated other comprehensive loss
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(30,461
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)
|
|
(30,052
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)
|
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Total stockholders’ deficit
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(8,909
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)
|
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(11,449
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
633,389
|
|
|
$
|
624,064
|
|
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Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
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2014
|
|
2013
|
|
2014
|
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2013
|
||||||||
Net Sales
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$
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139,723
|
|
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$
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138,324
|
|
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$
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273,107
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|
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$
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278,129
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|
Costs and expenses:
|
|
|
|
|
|
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|
||||||||
Cost of products sold
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84,372
|
|
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85,674
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|
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165,591
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|
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170,972
|
|
||||
Selling
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18,988
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18,095
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|
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37,167
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37,270
|
|
||||
General and administrative
|
14,407
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15,506
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29,203
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|
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30,140
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|
||||
Research and development
|
2,044
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|
|
2,089
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|
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3,990
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|
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4,089
|
|
||||
Restructuring
|
7,595
|
|
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4,165
|
|
|
12,246
|
|
|
5,420
|
|
||||
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127,406
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125,529
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|
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248,197
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|
|
247,891
|
|
||||
Income from operations
|
12,317
|
|
|
12,795
|
|
|
24,910
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|
|
30,238
|
|
||||
Interest expense, net
|
(8,917
|
)
|
|
(13,112
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)
|
|
(17,574
|
)
|
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(22,318
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
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(3,123
|
)
|
|
—
|
|
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(3,123
|
)
|
||||
Foreign exchange (loss) gain
|
(307
|
)
|
|
50
|
|
|
(1,185
|
)
|
|
(198
|
)
|
||||
Income (loss) before provision for income taxes
|
3,093
|
|
|
(3,390
|
)
|
|
6,151
|
|
|
4,599
|
|
||||
Provision for income taxes
|
(2,329
|
)
|
|
(3,489
|
)
|
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(4,222
|
)
|
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(5,992
|
)
|
||||
Net income (loss)
|
$
|
764
|
|
|
$
|
(6,879
|
)
|
|
$
|
1,929
|
|
|
$
|
(1,393
|
)
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Comprehensive income (loss)
|
$
|
2,278
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$
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(9,245
|
)
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$
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1,520
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$
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(6,517
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)
|
Net income (loss) per share:
|
|
|
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|
|
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||||||||
Basic
|
$
|
0.05
|
|
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$
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(0.45
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.09
|
)
|
Diluted
|
$
|
0.05
|
|
|
$
|
(0.45
|
)
|
|
$
|
0.12
|
|
|
$
|
(0.09
|
)
|
Shares used in computing net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
15,410,182
|
|
|
15,370,223
|
|
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15,400,630
|
|
|
15,340,471
|
|
||||
Diluted
|
16,422,016
|
|
|
15,370,223
|
|
|
16,442,034
|
|
|
15,340,471
|
|
|
Six Months Ended June 30,
|
||||||
|
2014
|
|
2013
|
||||
Operating activities
|
|
|
|
||||
Net income (loss)
|
$
|
1,929
|
|
|
$
|
(1,393
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Stock-based compensation
|
1,149
|
|
|
595
|
|
||
Depreciation
|
16,767
|
|
|
17,667
|
|
||
Amortization of intangibles
|
819
|
|
|
961
|
|
||
Deferred financing cost amortization
|
1,467
|
|
|
1,618
|
|
||
Foreign exchange (gain) loss on revaluation of debt
|
(737
|
)
|
|
1,324
|
|
||
Deferred taxes
|
(950
|
)
|
|
748
|
|
||
Asset impairment
|
—
|
|
|
1,078
|
|
||
Loss (gain) on disposition of property and equipment
|
28
|
|
|
(7
|
)
|
||
Loss on extinguishment of debt
|
—
|
|
|
3,123
|
|
||
Provision for doubtful accounts
|
199
|
|
|
122
|
|
||
Change in assets and liabilities which provided (used) cash:
|
|
|
|
||||
Accounts receivable
|
(4,063
|
)
|
|
(7,809
|
)
|
||
Inventories
|
(7,066
|
)
|
|
(934
|
)
|
||
Prepaid expenses
|
584
|
|
|
480
|
|
||
Other current assets
|
639
|
|
|
(303
|
)
|
||
Accounts payable and accrued expenses
|
897
|
|
|
(4,166
|
)
|
||
Deferred and other long-term liabilities
|
(2,747
|
)
|
|
(829
|
)
|
||
Net cash provided by operating activities
|
8,915
|
|
|
12,275
|
|
||
Investing activities
|
|
|
|
||||
Capital expenditures, gross
|
(22,469
|
)
|
|
(8,457
|
)
|
||
Proceeds from disposals of property and equipment
|
124
|
|
|
354
|
|
||
Net cash used in investing activities
|
(22,345
|
)
|
|
(8,103
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds from borrowings
|
23,551
|
|
|
199,000
|
|
||
Principal payments on debt
|
(19,308
|
)
|
|
(198,348
|
)
|
||
Payment of financing fees
|
(926
|
)
|
|
(2,772
|
)
|
||
Payment of obligations under capital leases
|
(446
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
2,871
|
|
|
(2,120
|
)
|
||
Effect of exchange rate changes on cash flows
|
(201
|
)
|
|
(315
|
)
|
||
Net (decrease) increase in cash
|
(10,760
|
)
|
|
1,737
|
|
||
Cash and cash equivalents at beginning of period
|
25,716
|
|
|
34,777
|
|
||
Cash and cash equivalents at end of period
|
$
|
14,956
|
|
|
$
|
36,514
|
|
|
|
|
|
||||
Non-cash capitalized lease asset and liability
|
$
|
4,468
|
|
|
$
|
—
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Raw materials
|
$
|
21,846
|
|
|
$
|
22,009
|
|
Work in process
|
33,514
|
|
|
28,414
|
|
||
Finished goods (includes consigned inventory of $9,509 at June 30, 2014 and $8,697 at December 31, 2013)
|
42,832
|
|
|
41,845
|
|
||
Inventory allowances
|
(7,606
|
)
|
|
(8,338
|
)
|
||
|
$
|
90,586
|
|
|
$
|
83,930
|
|
|
Beginning Balance
|
|
Charged to
Cost
of Sales
|
|
Effect of Foreign
Currency
Translation
|
|
Deduction
from
Reserves
|
|
Ending Balance
|
||||||||||
For the six months ended June 30, 2014
|
$
|
1,629
|
|
|
$
|
464
|
|
|
$
|
(17
|
)
|
|
$
|
(375
|
)
|
|
$
|
1,701
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Weighted-average common shares outstanding–basic
|
15,410,182
|
|
|
15,370,223
|
|
|
15,400,630
|
|
|
15,340,471
|
|
Dilutive effect of stock-based compensation awards outstanding
|
1,011,834
|
|
|
—
|
|
|
1,041,404
|
|
|
—
|
|
Weighted-average common shares outstanding–diluted
|
16,422,016
|
|
|
15,370,223
|
|
|
16,442,034
|
|
|
15,340,471
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Fair value of derivative (liability) asset
|
$
|
(661
|
)
|
|
$
|
530
|
|
|
Three Months Ended
June 30, 2014 |
|
Three Months Ended
June 30, 2013 |
||||
Change in fair value of derivative included in foreign exchange gain
|
$
|
7
|
|
|
$
|
1,439
|
|
|
Six Months Ended June 30, 2014
|
|
Six Months Ended June 30, 2013
|
||||
Change in fair value of derivative included in foreign exchange (loss) gain
|
$
|
(1,204
|
)
|
|
$
|
1,542
|
|
|
Notional Sold
|
|
Notional Purchased
|
|
|||
Non-designated hedges of foreign exchange risk
|
$
|
21,966
|
|
|
$
|
(38,566
|
)
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Senior secured term loan facility, payable quarterly, U.S. Dollar denominated–LIBOR
(minimum 1.25%) plus 4.50% (5.75%) net of $0.8 million discount. Matures May of 2019. |
$
|
197,181
|
|
|
$
|
198,000
|
|
Senior Notes (Unsecured), payable semi-annually–U.S. Dollar denominated interest rate fixed at 8.875%, matures June of 2018
|
236,410
|
|
|
236,410
|
|
||
ABL secured facility, payable quarterly, U.S. Dollar denominated - LIBOR plus 2.00%. Matures May of 2018.
|
4,921
|
|
|
—
|
|
||
Other long term debt
|
768
|
|
|
462
|
|
||
|
439,280
|
|
|
434,872
|
|
||
Less current maturities
|
2,062
|
|
|
2,166
|
|
||
Total
|
$
|
437,218
|
|
|
$
|
432,706
|
|
•
|
a six-year
$200 million
senior secured term loan facility, provided the facility would mature in March 2018 if any of the Company's
8.875%
senior unsecured notes due 2018 in the aggregate principal amount of
$240 million
(the “Notes”) remain outstanding at that time;
|
•
|
an uncommitted accordion option (the “Incremental Facility”) allowing for increases for borrowings under the 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 Term Credit Facility) for the most recent four consecutive fiscal quarters does not exceed
2.25
:1; and
|
•
|
in connection with the amendment to the ABL Facility, the Term Credit Facility was amended to permit the ABL Facility to be further increased by an additional
$10 million
, to a total aggregate availability of not more than
$65 million
, provided that if the ABL Facility is increased beyond
$55 million
, certain baskets for additional indebtedness and liens otherwise available to the Company under the Term Loan Facility will be reduced dollar-for-dollar by any
additional increase to the ABL Facility.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Service cost
|
$
|
875
|
|
|
$
|
966
|
|
|
$
|
1,691
|
|
|
$
|
1,939
|
|
Interest cost
|
1,770
|
|
|
1,548
|
|
|
3,420
|
|
|
3,108
|
|
||||
Expected return on plan assets
|
(1,677
|
)
|
|
(1,401
|
)
|
|
(3,241
|
)
|
|
(2,813
|
)
|
||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Amortization of net loss
|
315
|
|
|
571
|
|
|
610
|
|
|
1,143
|
|
||||
Net periodic benefit cost
|
$
|
1,283
|
|
|
$
|
1,684
|
|
|
$
|
2,480
|
|
|
$
|
3,380
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income (loss)
|
$
|
764
|
|
|
$
|
(6,879
|
)
|
|
$
|
1,929
|
|
|
$
|
(1,393
|
)
|
Foreign currency translation adjustments
|
1,355
|
|
|
(3,720
|
)
|
|
(314
|
)
|
|
(8,112
|
)
|
||||
Pension liability changes under Topic 715
|
127
|
|
|
1,013
|
|
|
(148
|
)
|
|
2,615
|
|
||||
Change in value of derivative instruments
|
32
|
|
|
341
|
|
|
53
|
|
|
373
|
|
||||
Comprehensive income (loss)
|
$
|
2,278
|
|
|
$
|
(9,245
|
)
|
|
$
|
1,520
|
|
|
$
|
(6,517
|
)
|
|
Foreign
Currency
Translation
Adjustment
|
|
Pension
Liability
Changes Under
Topic 715
|
|
Change in
Value of
Derivative
Instruments
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
||||||||
Balance at March 31, 2014
|
$
|
(1,805
|
)
|
|
$
|
(29,956
|
)
|
|
$
|
(214
|
)
|
|
$
|
(31,975
|
)
|
Other comprehensive income before reclassifications
|
1,355
|
|
|
(188
|
)
|
|
—
|
|
|
1,167
|
|
||||
Amounts reclassified from other comprehensive income
|
|
|
|
|
|
|
|
||||||||
Amortization of actuarial losses
|
—
|
|
|
315
|
|
|
—
|
|
|
315
|
|
||||
Amortization of interest expense
|
—
|
|
|
—
|
|
|
32
|
|
|
32
|
|
||||
Net current period other comprehensive income
|
1,355
|
|
|
127
|
|
|
32
|
|
|
1,514
|
|
||||
Balance at June 30, 2014
|
$
|
(450
|
)
|
|
$
|
(29,829
|
)
|
|
$
|
(182
|
)
|
|
$
|
(30,461
|
)
|
|
|
|
|
|
|
|
|
|
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, 2013
|
$
|
(136
|
)
|
|
$
|
(29,681
|
)
|
|
$
|
(235
|
)
|
|
$
|
(30,052
|
)
|
Other comprehensive income before reclassifications
|
(314
|
)
|
|
(758
|
)
|
|
—
|
|
|
(1,072
|
)
|
||||
Amounts reclassified from other comprehensive income
|
|
|
|
|
|
|
|
||||||||
Amortization of actuarial losses
|
—
|
|
|
610
|
|
|
—
|
|
|
610
|
|
||||
Amortization of interest expense
|
—
|
|
|
—
|
|
|
53
|
|
|
53
|
|
||||
Net current period other comprehensive income
|
(314
|
)
|
|
(148
|
)
|
|
53
|
|
|
(409
|
)
|
||||
Balance at June 30, 2014
|
$
|
(450
|
)
|
|
$
|
(29,829
|
)
|
|
$
|
(182
|
)
|
|
$
|
(30,461
|
)
|
|
|
|
|
|
|
|
|
|
Balance at
December 31, 2013 |
|
Charges
|
|
Currency
Effects |
|
Cash
Payments |
|
Balance at
June 30, 2014 |
||||||||||
Severance and other benefits
|
$
|
6,466
|
|
|
$
|
10,185
|
|
|
$
|
(93
|
)
|
|
$
|
(5,704
|
)
|
|
$
|
10,854
|
|
Facility costs and other
|
1,468
|
|
|
2,061
|
|
|
(19
|
)
|
|
(1,728
|
)
|
|
1,782
|
|
|||||
Total
|
$
|
7,934
|
|
|
$
|
12,246
|
|
|
$
|
(112
|
)
|
|
$
|
(7,432
|
)
|
|
$
|
12,636
|
|
|
Balance at
December 31, 2012 |
|
Charges (1)
|
|
Currency
Effects |
|
Cash
Payments |
|
Balance at
June 30, 2013 |
||||||||||
Severance and other benefits
|
$
|
15,577
|
|
|
$
|
3,339
|
|
|
$
|
(348
|
)
|
|
$
|
(8,876
|
)
|
|
$
|
9,692
|
|
Facility costs and other
|
335
|
|
|
1,669
|
|
|
(8
|
)
|
|
(1,225
|
)
|
|
771
|
|
|||||
Total
|
$
|
15,912
|
|
|
$
|
5,008
|
|
|
$
|
(356
|
)
|
|
$
|
(10,101
|
)
|
|
$
|
10,463
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Clothing
|
$
|
6,132
|
|
|
$
|
3,578
|
|
|
$
|
8,106
|
|
|
$
|
3,986
|
|
Roll Covers
|
1,622
|
|
|
705
|
|
|
4,037
|
|
|
1,434
|
|
||||
Corporate
|
(159
|
)
|
|
(118
|
)
|
|
103
|
|
|
—
|
|
||||
Total
|
$
|
7,595
|
|
|
$
|
4,165
|
|
|
$
|
12,246
|
|
|
$
|
5,420
|
|
|
Clothing
|
|
Roll
Covers |
|
Corporate
|
|
Total
|
||||||||
Three Months Ended June 30, 2014:
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
$
|
89,505
|
|
|
$
|
50,218
|
|
|
$
|
—
|
|
|
$
|
139,723
|
|
Segment Earnings (Loss)
|
$
|
19,471
|
|
|
$
|
11,546
|
|
|
$
|
(1,596
|
)
|
|
|
||
Three Months Ended June 30, 2013:
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
$
|
89,414
|
|
|
$
|
48,910
|
|
|
$
|
—
|
|
|
$
|
138,324
|
|
Segment Earnings (Loss)
|
$
|
20,148
|
|
|
$
|
10,592
|
|
|
$
|
(3,842
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months ended June 30, 2014:
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
$
|
178,476
|
|
|
$
|
94,631
|
|
|
$
|
—
|
|
|
$
|
273,107
|
|
Segment Earnings (Loss)
|
$
|
38,595
|
|
|
$
|
19,382
|
|
|
$
|
(2,855
|
)
|
|
|
||
Six Months ended June 30, 2013:
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
$
|
179,351
|
|
|
$
|
98,778
|
|
|
$
|
—
|
|
|
$
|
278,129
|
|
Segment Earnings (Loss)
|
$
|
38,210
|
|
|
$
|
24,662
|
|
|
$
|
(6,831
|
)
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Segment Earnings:
|
|
|
|
|
|
|
|
||||||||
Clothing
|
$
|
19,471
|
|
|
$
|
20,148
|
|
|
$
|
38,595
|
|
|
$
|
38,210
|
|
Roll Covers
|
11,546
|
|
|
10,592
|
|
|
19,382
|
|
|
24,662
|
|
||||
Corporate
|
(1,596
|
)
|
|
(3,842
|
)
|
|
(2,855
|
)
|
|
(6,831
|
)
|
||||
Stock-based compensation
|
(640
|
)
|
|
(300
|
)
|
|
(1,149
|
)
|
|
(595
|
)
|
||||
Inventory write-off
|
—
|
|
|
(692
|
)
|
|
—
|
|
|
(692
|
)
|
||||
Impairment expense
|
—
|
|
|
191
|
|
|
—
|
|
|
(666
|
)
|
||||
Interest expense, net
|
(8,917
|
)
|
|
(13,112
|
)
|
|
(17,574
|
)
|
|
(22,318
|
)
|
||||
Depreciation and amortization
|
(8,936
|
)
|
|
(9,087
|
)
|
|
(17,586
|
)
|
|
(18,628
|
)
|
||||
Restructuring expense
|
(7,595
|
)
|
|
(4,165
|
)
|
|
(12,246
|
)
|
|
(5,420
|
)
|
||||
Loss on debt extinguishment
|
—
|
|
|
(3,123
|
)
|
|
—
|
|
|
(3,123
|
)
|
||||
Plant startup costs
|
(240
|
)
|
|
—
|
|
|
(416
|
)
|
|
—
|
|
||||
Income before provision for income taxes
|
$
|
3,093
|
|
|
$
|
(3,390
|
)
|
|
$
|
6,151
|
|
|
$
|
4,599
|
|
(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
|
$
|
—
|
|
|
$
|
47,681
|
|
|
$
|
101,562
|
|
|
$
|
(9,520
|
)
|
|
$
|
139,723
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold
|
(450
|
)
|
|
32,729
|
|
|
61,573
|
|
|
(9,480
|
)
|
|
84,372
|
|
|||||
Selling
|
193
|
|
|
5,197
|
|
|
13,598
|
|
|
—
|
|
|
18,988
|
|
|||||
General and administrative
|
2,264
|
|
|
1,950
|
|
|
10,193
|
|
|
—
|
|
|
14,407
|
|
|||||
Research and development
|
259
|
|
|
1,147
|
|
|
638
|
|
|
—
|
|
|
2,044
|
|
|||||
Restructuring and impairment
|
122
|
|
|
507
|
|
|
6,966
|
|
|
—
|
|
|
7,595
|
|
|||||
|
2,388
|
|
|
41,530
|
|
|
92,968
|
|
|
(9,480
|
)
|
|
127,406
|
|
|||||
(Loss) income from operations
|
(2,388
|
)
|
|
6,151
|
|
|
8,594
|
|
|
(40
|
)
|
|
12,317
|
|
|||||
Interest (expense) income, net
|
(8,461
|
)
|
|
1,369
|
|
|
(1,825
|
)
|
|
—
|
|
|
(8,917
|
)
|
|||||
Foreign exchange loss
|
(191
|
)
|
|
27
|
|
|
(143
|
)
|
|
—
|
|
|
(307
|
)
|
|||||
Equity in subsidiaries income
|
11,615
|
|
|
3,127
|
|
|
—
|
|
|
(14,742
|
)
|
|
—
|
|
|||||
Income before provision for income taxes
|
575
|
|
|
10,674
|
|
|
6,626
|
|
|
(14,782
|
)
|
|
3,093
|
|
|||||
Provision for income taxes
|
189
|
|
|
(45
|
)
|
|
(2,473
|
)
|
|
—
|
|
|
(2,329
|
)
|
|||||
Net income
|
$
|
764
|
|
|
$
|
10,629
|
|
|
$
|
4,153
|
|
|
$
|
(14,782
|
)
|
|
$
|
764
|
|
Comprehensive income
|
$
|
909
|
|
|
$
|
10,559
|
|
|
$
|
5,592
|
|
|
$
|
(14,782
|
)
|
|
$
|
2,278
|
|
|
Parent
|
|
Total
Guarantors |
|
Total Non
Guarantors |
|
Other
Eliminations |
|
The
Company |
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
47,265
|
|
|
$
|
103,218
|
|
|
$
|
(12,159
|
)
|
|
$
|
138,324
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold
|
(399
|
)
|
|
32,470
|
|
|
65,762
|
|
|
(12,159
|
)
|
|
85,674
|
|
|||||
Selling
|
—
|
|
|
5,482
|
|
|
12,613
|
|
|
—
|
|
|
18,095
|
|
|||||
General and administrative
|
2,299
|
|
|
1,738
|
|
|
11,469
|
|
|
—
|
|
|
15,506
|
|
|||||
Research and development
|
—
|
|
|
1,527
|
|
|
562
|
|
|
—
|
|
|
2,089
|
|
|||||
Restructuring and impairment
|
(118
|
)
|
|
556
|
|
|
3,727
|
|
|
—
|
|
|
4,165
|
|
|||||
|
1,782
|
|
|
41,773
|
|
|
94,133
|
|
|
(12,159
|
)
|
|
125,529
|
|
|||||
(Loss) income from operations
|
(1,782
|
)
|
|
5,492
|
|
|
9,085
|
|
|
—
|
|
|
12,795
|
|
|||||
Interest (expense) income, net
|
(8,113
|
)
|
|
1,405
|
|
|
(6,404
|
)
|
|
—
|
|
|
(13,112
|
)
|
|||||
Foreign exchange gain (loss)
|
(87
|
)
|
|
9
|
|
|
128
|
|
|
—
|
|
|
50
|
|
|||||
Equity in subsidiaries income
|
6,273
|
|
|
(1,768
|
)
|
|
—
|
|
|
(4,505
|
)
|
|
—
|
|
|||||
Loss on extinguishment of debt
|
(3,123
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,123
|
)
|
|||||
(Loss) income before provision for income taxes
|
(6,832
|
)
|
|
5,138
|
|
|
2,809
|
|
|
(4,505
|
)
|
|
(3,390
|
)
|
|||||
(Provision) Benefit for income taxes
|
(47
|
)
|
|
(38
|
)
|
|
(3,404
|
)
|
|
—
|
|
|
(3,489
|
)
|
|||||
Net (loss) income
|
$
|
(6,879
|
)
|
|
$
|
5,100
|
|
|
$
|
(595
|
)
|
|
$
|
(4,505
|
)
|
|
$
|
(6,879
|
)
|
Comprehensive (loss) income
|
$
|
(8,449
|
)
|
|
$
|
5,279
|
|
|
$
|
(1,570
|
)
|
|
$
|
(4,505
|
)
|
|
$
|
(9,245
|
)
|
|
Parent
|
|
Total
Guarantors |
|
Total Non
Guarantors |
|
Other
Eliminations |
|
The
Company |
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
90,837
|
|
|
$
|
200,827
|
|
|
$
|
(18,557
|
)
|
|
$
|
273,107
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold
|
(869
|
)
|
|
62,728
|
|
|
122,305
|
|
|
(18,573
|
)
|
|
165,591
|
|
|||||
Selling
|
306
|
|
|
10,265
|
|
|
26,596
|
|
|
—
|
|
|
37,167
|
|
|||||
General and administrative
|
4,149
|
|
|
4,469
|
|
|
20,585
|
|
|
—
|
|
|
29,203
|
|
|||||
Research and development
|
535
|
|
|
2,265
|
|
|
1,190
|
|
|
—
|
|
|
3,990
|
|
|||||
Restructuring and impairment
|
103
|
|
|
745
|
|
|
11,398
|
|
|
—
|
|
|
12,246
|
|
|||||
|
4,224
|
|
|
80,472
|
|
|
182,074
|
|
|
(18,573
|
)
|
|
248,197
|
|
|||||
(Loss) income from operations
|
(4,224
|
)
|
|
10,365
|
|
|
18,753
|
|
|
16
|
|
|
24,910
|
|
|||||
Interest (expense) income, net
|
(16,704
|
)
|
|
2,764
|
|
|
(3,634
|
)
|
|
—
|
|
|
(17,574
|
)
|
|||||
Foreign exchange loss
|
(204
|
)
|
|
(54
|
)
|
|
(927
|
)
|
|
—
|
|
|
(1,185
|
)
|
|||||
Equity in subsidiaries income
|
23,346
|
|
|
9,003
|
|
|
—
|
|
|
(32,349
|
)
|
|
—
|
|
|||||
Income before provision for income taxes
|
2,214
|
|
|
22,078
|
|
|
14,192
|
|
|
(32,333
|
)
|
|
6,151
|
|
|||||
Provision for income taxes
|
(285
|
)
|
|
(78
|
)
|
|
(3,859
|
)
|
|
—
|
|
|
(4,222
|
)
|
|||||
Net income
|
$
|
1,929
|
|
|
$
|
22,000
|
|
|
$
|
10,333
|
|
|
$
|
(32,333
|
)
|
|
$
|
1,929
|
|
Comprehensive income
|
$
|
2,488
|
|
|
$
|
21,658
|
|
|
$
|
9,707
|
|
|
$
|
(32,333
|
)
|
|
$
|
1,520
|
|
|
Parent
|
|
Total
Guarantors |
|
Total Non
Guarantors |
|
Other
Eliminations |
|
The
Company |
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
93,381
|
|
|
$
|
208,617
|
|
|
$
|
(23,869
|
)
|
|
$
|
278,129
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold
|
(849
|
)
|
|
63,334
|
|
|
132,356
|
|
|
(23,869
|
)
|
|
170,972
|
|
|||||
Selling
|
—
|
|
|
11,354
|
|
|
25,916
|
|
|
—
|
|
|
37,270
|
|
|||||
General and administrative
|
4,281
|
|
|
2,544
|
|
|
23,315
|
|
|
—
|
|
|
30,140
|
|
|||||
Research and development
|
—
|
|
|
2,886
|
|
|
1,203
|
|
|
—
|
|
|
4,089
|
|
|||||
Restructuring and impairment
|
1
|
|
|
794
|
|
|
4,625
|
|
|
—
|
|
|
5,420
|
|
|||||
|
3,433
|
|
|
80,912
|
|
|
187,415
|
|
|
(23,869
|
)
|
|
247,891
|
|
|||||
(Loss) income from operations
|
(3,433
|
)
|
|
12,469
|
|
|
21,202
|
|
|
—
|
|
|
30,238
|
|
|||||
Interest (expense) income, net
|
(14,817
|
)
|
|
2,811
|
|
|
(10,312
|
)
|
|
—
|
|
|
(22,318
|
)
|
|||||
Foreign exchange gain (loss)
|
96
|
|
|
(5
|
)
|
|
(289
|
)
|
|
—
|
|
|
(198
|
)
|
|||||
Equity in subsidiaries income
|
19,977
|
|
|
2,986
|
|
|
—
|
|
|
(22,963
|
)
|
|
—
|
|
|||||
Loss on extinguishment of debt
|
(3,123
|
)
|
|
|
|
|
|
|
|
(3,123
|
)
|
||||||||
Dividend income
|
—
|
|
|
1,555
|
|
|
—
|
|
|
(1,555
|
)
|
|
—
|
|
|||||
(Loss) income before provision for income taxes
|
(1,300
|
)
|
|
19,816
|
|
|
10,601
|
|
|
(24,518
|
)
|
|
4,599
|
|
|||||
(Provision) Benefit for income taxes
|
(93
|
)
|
|
68
|
|
|
(5,967
|
)
|
|
—
|
|
|
(5,992
|
)
|
|||||
Net (loss) income
|
$
|
(1,393
|
)
|
|
$
|
19,884
|
|
|
$
|
4,634
|
|
|
$
|
(24,518
|
)
|
|
$
|
(1,393
|
)
|
Comprehensive (loss) income
|
$
|
(3,196
|
)
|
|
$
|
19,841
|
|
|
$
|
1,356
|
|
|
$
|
(24,518
|
)
|
|
$
|
(6,517
|
)
|
|
Parent
|
|
Total
Guarantors |
|
Total Non
Guarantors |
|
Other
Eliminations |
|
The
Company |
||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1,929
|
|
|
$
|
22,000
|
|
|
$
|
10,333
|
|
|
$
|
(32,333
|
)
|
|
$
|
1,929
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock-based compensation
|
1,033
|
|
|
—
|
|
|
116
|
|
|
—
|
|
|
1,149
|
|
|||||
Depreciation
|
452
|
|
|
3,720
|
|
|
12,595
|
|
|
—
|
|
|
16,767
|
|
|||||
Amortization of intangibles
|
—
|
|
|
768
|
|
|
51
|
|
|
—
|
|
|
819
|
|
|||||
Deferred financing cost amortization
|
1,457
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
1,467
|
|
|||||
Foreign exchange loss on revaluation of debt
|
(737
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(737
|
)
|
|||||
Deferred tax expense
|
220
|
|
|
—
|
|
|
(1,170
|
)
|
|
—
|
|
|
(950
|
)
|
|||||
Loss on disposition of property and equipment
|
—
|
|
|
23
|
|
|
5
|
|
|
—
|
|
|
28
|
|
|||||
Provision for doubtful accounts
|
—
|
|
|
34
|
|
|
165
|
|
|
—
|
|
|
199
|
|
|||||
Undistributed equity in earnings of subsidiaries
|
(23,346
|
)
|
|
(9,003
|
)
|
|
—
|
|
|
32,349
|
|
|
—
|
|
|||||
Change in assets and liabilities which provided (used) cash:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accounts receivable
|
(142
|
)
|
|
(327
|
)
|
|
(3,594
|
)
|
|
—
|
|
|
(4,063
|
)
|
|||||
Inventories
|
—
|
|
|
(231
|
)
|
|
(6,819
|
)
|
|
(16
|
)
|
|
(7,066
|
)
|
|||||
Prepaid expenses
|
1,246
|
|
|
(1,285
|
)
|
|
623
|
|
|
—
|
|
|
584
|
|
|||||
Other current assets
|
514
|
|
|
(461
|
)
|
|
586
|
|
|
—
|
|
|
639
|
|
|||||
Accounts payable and accrued expenses
|
(3,624
|
)
|
|
1,117
|
|
|
3,404
|
|
|
—
|
|
|
897
|
|
|||||
Deferred and other long-term liabilities
|
(196
|
)
|
|
(127
|
)
|
|
(2,424
|
)
|
|
—
|
|
|
(2,747
|
)
|
|||||
Intercompany loans
|
(15,307
|
)
|
|
2,800
|
|
|
12,507
|
|
|
—
|
|
|
—
|
|
|||||
Net cash (used in) provided by operating activities
|
(36,501
|
)
|
|
19,028
|
|
|
26,388
|
|
|
—
|
|
|
8,915
|
|
|||||
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures, gross
|
(6,784
|
)
|
|
(2,597
|
)
|
|
(13,088
|
)
|
|
—
|
|
|
(22,469
|
)
|
|||||
Intercompany property and equipment transfers, net
|
9,904
|
|
|
6
|
|
|
(9,910
|
)
|
|
—
|
|
|
—
|
|
|||||
Proceeds from disposals of property and equipment
|
—
|
|
|
36
|
|
|
88
|
|
|
—
|
|
|
124
|
|
|||||
Net cash provided by (used in) investing activities
|
3,120
|
|
|
(2,555
|
)
|
|
(22,910
|
)
|
|
—
|
|
|
(22,345
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Proceeds from borrowings
|
23,576
|
|
|
—
|
|
|
(25
|
)
|
|
|
|
23,551
|
|
||||||
Principal payments on debt
|
(19,308
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,308
|
)
|
|||||
Payment of obligations under capital leases
|
(255
|
)
|
|
(191
|
)
|
|
|
|
|
|
(446
|
)
|
|||||||
Payment of financing fees
|
(926
|
)
|
|
|
|
|
|
|
|
(926
|
)
|
||||||||
Intercompany loans
|
27,112
|
|
|
(16,280
|
)
|
|
(10,832
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
30,199
|
|
|
(16,471
|
)
|
|
(10,857
|
)
|
|
—
|
|
|
2,871
|
|
|||||
Effect of exchange rate changes on cash flows
|
—
|
|
|
(1
|
)
|
|
(200
|
)
|
|
—
|
|
|
(201
|
)
|
|||||
Net (decrease) increase in cash
|
(3,182
|
)
|
|
1
|
|
|
(7,579
|
)
|
|
—
|
|
|
(10,760
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
4,120
|
|
|
(10
|
)
|
|
21,606
|
|
|
—
|
|
|
25,716
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
938
|
|
|
$
|
(9
|
)
|
|
$
|
14,027
|
|
|
$
|
—
|
|
|
$
|
14,956
|
|
|
Parent
|
|
Total
Guarantors |
|
Total Non
Guarantors |
|
Other
Eliminations |
|
The
Company |
||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
$
|
(1,393
|
)
|
|
$
|
19,884
|
|
|
$
|
4,634
|
|
|
$
|
(24,518
|
)
|
|
$
|
(1,393
|
)
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock-based compensation
|
595
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
595
|
|
|||||
Depreciation
|
197
|
|
|
3,764
|
|
|
13,706
|
|
|
—
|
|
|
17,667
|
|
|||||
Amortization of intangibles
|
—
|
|
|
914
|
|
|
47
|
|
|
—
|
|
|
961
|
|
|||||
Deferred financing cost amortization
|
(2,141
|
)
|
|
—
|
|
|
3,759
|
|
|
—
|
|
|
1,618
|
|
|||||
Foreign exchange loss on revaluation of debt
|
1,612
|
|
|
—
|
|
|
(288
|
)
|
|
—
|
|
|
1,324
|
|
|||||
Deferred tax expense
|
—
|
|
|
—
|
|
|
748
|
|
|
—
|
|
|
748
|
|
|||||
Asset impairment
|
17
|
|
|
341
|
|
|
720
|
|
|
—
|
|
|
1,078
|
|
|||||
Loss (gain) on disposition of property and equipment
|
1
|
|
|
17
|
|
|
(25
|
)
|
|
—
|
|
|
(7
|
)
|
|||||
Loss on extinguishment of debt
|
3,123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,123
|
|
|||||
Provision for doubtful accounts
|
—
|
|
|
28
|
|
|
94
|
|
|
—
|
|
|
122
|
|
|||||
Undistributed equity in (earnings) loss of subsidiaries
|
(19,977
|
)
|
|
(2,986
|
)
|
|
—
|
|
|
22,963
|
|
|
—
|
|
|||||
Change in assets and liabilities which provided (used) cash:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accounts receivable
|
—
|
|
|
(2,563
|
)
|
|
(5,246
|
)
|
|
—
|
|
|
(7,809
|
)
|
|||||
Inventories
|
—
|
|
|
(45
|
)
|
|
(889
|
)
|
|
—
|
|
|
(934
|
)
|
|||||
Prepaid expenses
|
(225
|
)
|
|
(637
|
)
|
|
1,342
|
|
|
—
|
|
|
480
|
|
|||||
Other current assets
|
(32
|
)
|
|
120
|
|
|
(391
|
)
|
|
—
|
|
|
(303
|
)
|
|||||
Accounts payable and accrued expenses
|
1,338
|
|
|
295
|
|
|
(7,354
|
)
|
|
1,555
|
|
|
(4,166
|
)
|
|||||
Deferred and other long-term liabilities
|
82
|
|
|
107
|
|
|
(1,018
|
)
|
|
—
|
|
|
(829
|
)
|
|||||
Intercompany loans
|
1,111
|
|
|
(2,344
|
)
|
|
1,233
|
|
|
—
|
|
|
—
|
|
|||||
Net cash (used in) provided by operating activities
|
(15,692
|
)
|
|
16,895
|
|
|
11,072
|
|
|
—
|
|
|
12,275
|
|
|||||
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures, gross
|
(2,265
|
)
|
|
(1,557
|
)
|
|
(4,635
|
)
|
|
—
|
|
|
(8,457
|
)
|
|||||
Intercompany property and equipment transfers, net
|
3
|
|
|
84
|
|
|
(87
|
)
|
|
—
|
|
|
—
|
|
|||||
Proceeds from disposals of property and equipment
|
—
|
|
|
4
|
|
|
350
|
|
|
—
|
|
|
354
|
|
|||||
Net cash used in investing activities
|
(2,262
|
)
|
|
(1,469
|
)
|
|
(4,372
|
)
|
|
—
|
|
|
(8,103
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from borrowings
|
199,000
|
|
|
—
|
|
|
—
|
|
|
|
|
199,000
|
|
||||||
Principal payments on debt
|
(104,557
|
)
|
|
—
|
|
|
(93,791
|
)
|
|
—
|
|
|
(198,348
|
)
|
|||||
Payment of deferred financing fees
|
(2,772
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,772
|
)
|
|||||
Intercompany loans
|
(72,949
|
)
|
|
(15,471
|
)
|
|
88,420
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
18,722
|
|
|
(15,471
|
)
|
|
(5,371
|
)
|
|
—
|
|
|
(2,120
|
)
|
|||||
Effect of exchange rate changes on cash flows
|
—
|
|
|
—
|
|
|
(315
|
)
|
|
—
|
|
|
(315
|
)
|
|||||
Net increase (decrease) in cash
|
768
|
|
|
(45
|
)
|
|
1,014
|
|
|
—
|
|
|
1,737
|
|
|||||
Cash and cash equivalents at beginning of period
|
6,471
|
|
|
36
|
|
|
28,270
|
|
|
—
|
|
|
34,777
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
7,239
|
|
|
$
|
(9
|
)
|
|
$
|
29,284
|
|
|
$
|
—
|
|
|
$
|
36,514
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
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 in the short-term 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 facilities in China;
|
•
|
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 customers' demand for our products and services and consequently our financial results;
|
•
|
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
|
|
Six Months Ended June 30, 2014:
|
|
Six Months Ended June 30, 2013:
|
Euro
|
|
$1.37 = 1 Euro
|
|
$1.31 = 1 Euro
|
Brazilian Real
|
|
$0.44 = 1 Brazilian Real
|
|
$0.49 = 1 Brazilian Real
|
Canadian Dollar
|
|
$0.91 = 1 Canadian Dollar
|
|
$0.98 = 1 Canadian Dollar
|
Australian Dollar
|
|
$0.91 = 1 Australian Dollar
|
|
$1.01= 1 Australian Dollar
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Domestic income from operations
|
$
|
3,763
|
|
|
$
|
3,710
|
|
|
$
|
6,141
|
|
|
$
|
9,036
|
|
Foreign income from operations
|
8,554
|
|
|
9,085
|
|
|
18,769
|
|
|
21,202
|
|
||||
Total income from operations
|
$
|
12,317
|
|
|
$
|
12,795
|
|
|
$
|
24,910
|
|
|
$
|
30,238
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Net sales
|
$
|
139,723
|
|
|
$
|
138,324
|
|
|
$
|
273,107
|
|
|
$
|
278,129
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of products sold
|
84,372
|
|
|
85,674
|
|
|
165,591
|
|
|
170,972
|
|
||||
Selling
|
18,988
|
|
|
18,095
|
|
|
37,167
|
|
|
37,270
|
|
||||
General and administrative
|
14,407
|
|
|
15,506
|
|
|
29,203
|
|
|
30,140
|
|
||||
Research and development
|
2,044
|
|
|
2,089
|
|
|
3,990
|
|
|
4,089
|
|
||||
Restructuring
|
7,595
|
|
|
4,165
|
|
|
12,246
|
|
|
5,420
|
|
||||
|
127,406
|
|
|
125,529
|
|
|
248,197
|
|
|
247,891
|
|
||||
Income from operations
|
12,317
|
|
|
12,795
|
|
|
24,910
|
|
|
30,238
|
|
||||
Interest expense, net
|
(8,917
|
)
|
|
(13,112
|
)
|
|
(17,574
|
)
|
|
(22,318
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
(3,123
|
)
|
|
—
|
|
|
(3,123
|
)
|
||||
Foreign exchange (loss) gain
|
(307
|
)
|
|
50
|
|
|
(1,185
|
)
|
|
(198
|
)
|
||||
Income (loss) before provision for income taxes
|
3,093
|
|
|
(3,390
|
)
|
|
6,151
|
|
|
4,599
|
|
||||
Provision for income taxes
|
(2,329
|
)
|
|
(3,489
|
)
|
|
(4,222
|
)
|
|
(5,992
|
)
|
||||
Net income (loss)
|
$
|
764
|
|
|
$
|
(6,879
|
)
|
|
$
|
1,929
|
|
|
$
|
(1,393
|
)
|
Comprehensive income (loss)
|
$
|
2,278
|
|
|
$
|
(9,245
|
)
|
|
$
|
1,520
|
|
|
$
|
(6,517
|
)
|
•
|
a six-year
$200 million
senior secured term loan facility, provided the facility would mature in March 2018 if any of our
8.875%
senior unsecured notes due 2018 in the aggregate principal amount of
$240 million
(the “Notes”) remain outstanding at that time;
|
•
|
an uncommitted accordion option (the “Incremental Facility”) allowing for increases for borrowings under the 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 Term Credit Facility) for the most recent four consecutive fiscal quarters does not exceed
2.25
:1; and
|
•
|
in connection with the amendment to the ABL Facility, the Term Credit Facility was amended to permit the ABL Facility to be further increased by an additional
$10 million
, to a total aggregate availability of not more than
$65 million
, provided that if the ABL Facility is increased beyond
$55 million
, certain baskets for additional indebtedness and liens otherwise available to us under the Term Loan F increase to the ABL Facility.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income (loss)
|
$
|
764
|
|
|
$
|
(6,879
|
)
|
|
$
|
1,929
|
|
|
$
|
(1,393
|
)
|
Stock-based compensation
|
640
|
|
|
300
|
|
|
1,149
|
|
|
595
|
|
||||
Depreciation
|
8,534
|
|
|
8,702
|
|
|
16,767
|
|
|
17,667
|
|
||||
Amortization of intangibles
|
403
|
|
|
385
|
|
|
819
|
|
|
961
|
|
||||
Deferred financing cost amortization
|
751
|
|
|
909
|
|
|
1,467
|
|
|
1,618
|
|
||||
Foreign exchange loss (gain) on revaluation of debt
|
366
|
|
|
3,039
|
|
|
(737
|
)
|
|
1,324
|
|
||||
Deferred tax expense
|
(143
|
)
|
|
466
|
|
|
(950
|
)
|
|
748
|
|
||||
Asset impairment
|
—
|
|
|
150
|
|
|
—
|
|
|
1,078
|
|
||||
Loss (gain) on disposition of property and equipment
|
1
|
|
|
3
|
|
|
28
|
|
|
(7
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
3,123
|
|
|
—
|
|
|
3,123
|
|
||||
Net change in operating assets and liabilities
|
(5,163
|
)
|
|
(6,610
|
)
|
|
(11,557
|
)
|
|
(13,439
|
)
|
||||
Net cash provided by operating activities
|
6,153
|
|
|
3,588
|
|
|
8,915
|
|
|
12,275
|
|
||||
Interest expense, excluding amortization
|
8,165
|
|
|
12,203
|
|
|
16,107
|
|
|
20,700
|
|
||||
Net change in operating assets and liabilities
|
5,163
|
|
|
6,610
|
|
|
11,557
|
|
|
13,439
|
|
||||
Current portion of income tax expense
|
2,472
|
|
|
3,023
|
|
|
5,172
|
|
|
5,244
|
|
||||
Stock-based compensation
|
(640
|
)
|
|
(300
|
)
|
|
(1,149
|
)
|
|
(595
|
)
|
||||
Foreign exchange (loss) gain on revaluation of debt
|
(366
|
)
|
|
(3,039
|
)
|
|
737
|
|
|
(1,324
|
)
|
||||
Asset impairment
|
—
|
|
|
(150
|
)
|
|
—
|
|
|
(1,078
|
)
|
||||
(Loss) gain on disposition of property and equipment
|
(1
|
)
|
|
(3
|
)
|
|
(28
|
)
|
|
7
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
(3,123
|
)
|
|
—
|
|
|
(3,123
|
)
|
||||
EBITDA
|
20,946
|
|
|
18,809
|
|
|
41,311
|
|
|
45,545
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
3,123
|
|
|
—
|
|
|
3,123
|
|
||||
Stock-based compensation
|
640
|
|
|
300
|
|
|
1,149
|
|
|
595
|
|
||||
Operational restructuring expenses
|
7,595
|
|
|
4,165
|
|
|
12,246
|
|
|
5,420
|
|
||||
Non-restructuring impairment expense
|
—
|
|
|
(191
|
)
|
|
—
|
|
|
666
|
|
||||
Inventory write off
|
|
|
692
|
|
|
|
|
692
|
|
||||||
Plant startup costs
|
240
|
|
|
—
|
|
|
416
|
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
29,421
|
|
|
$
|
26,898
|
|
|
$
|
55,122
|
|
|
$
|
56,041
|
|
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)
|
|
|
|
|
August 5, 2014
|
By:
|
/s/Clifford E. Pietrafitta
|
|
|
Clifford E. Pietrafitta
|
|
|
Executive Vice President and CFO
|
|
|
(Principal Financial Officer)
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
10.1
|
|
2014-2016 Executive Long Term Incentive Plan and Form of Award Agreement
|
|
|
|
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
|
Number of Time-Based RSUs
|
Number of Performance Shares
|
|
|
•
|
Vesting of Performance Shares shall occur in two (2) ways: 50% of the Employee’s Performance Shares shall vest based on the Company’s three-year cumulative Adjusted EBITDA goal (“Adjusted EBTIDA Performance Shares”) and 50% of the Employee’s Performance Shares shall vest based upon a Relative Total Shareholder Return (“TSR”) against companies in the Selected Index (“TSR Performance Shares”):
|
•
|
Performance Metrics
|
•
|
Cumulative Adjusted EBITDA
:
|
•
|
Cumulative Adjusted EBITDA Target
: The Cumulative Adjusted EBITDA target for the 2014-2016 performance period shall be such amount as is set by the Compensation Committee after review of the three-year business plan (“Target”).
|
•
|
Cumulative Adjusted EBITDA Payout
: The Adjusted EBITDA Performance Shares that may vest will range from 0% to 100% of the Employee’s total Adjusted EBITDA Performance Shares. Upon attainment of Cumulative Adjusted EBIDTA equal to 80% or less of the Target, none of the Adjusted EBITDA Performance Shares will vest. Upon attainment of more than 80% of the Target, the Adjusted EBITDA Performance Shares will begin vesting on a straight-line basis from 0% at 80% of Target to 100% at 100% of Target, up to a maximum payout of 100% of the Adjusted EBITDA Performance Shares.
|
Table of Adjusted EBITDA Performance Payout
|
||
|
|
|
Adjusted EBITDA Achievement
|
|
Payout %
|
|
|
|
100.0%
|
|
100.0%
|
99.0%
|
|
95.0%
|
98.0%
|
|
90.0%
|
97.0%
|
|
85.0%
|
96.0%
|
|
80.0%
|
95.0%
|
|
75.0%
|
94.0%
|
|
70.0%
|
93.0%
|
|
65.0%
|
92.0%
|
|
60.0%
|
91.0%
|
|
55.0%
|
90.0%
|
|
50.0%
|
89.0%
|
|
45.0%
|
88.0%
|
|
40.0%
|
87.0%
|
|
35.0%
|
86.0%
|
|
30.0%
|
85.0%
|
|
25.0%
|
84.0%
|
|
20.0%
|
83.0%
|
|
15.0%
|
82.0%
|
|
10.0%
|
81.0%
|
|
5.0%
|
80.0%
|
|
0.0%
|
•
|
TSR
|
•
|
TSR Definition
: TSR is a comparison over time of the stock performance of the Company to the stock performance of companies in the Selected Index. Stock performance for the Company is the change in share price of the Company plus any dividends. The final TSR determination will be measured based on 30-day average stock prices at the Grant Date to the third (3rd) anniversary of the Grant Date.
|
•
|
Selected Index
: The Selected Index is the S&P Global Small Cap Index. The companies in the Selected Index are those listed on the index on the third (3
rd
) anniversary of the Grant Date.
|
•
|
TSR Target
: The Company TSR Target performance for the three-year performance period is TSR that exceeds the 55
th
percentile TSR of companies in the Selected Index.
|
•
|
TSR Payout
: The TSR Performance Shares that may vest will range from 0% to 100% of the Employee’s total TSR Performance Shares. The following table sets forth the performance requirements and the respective payout amounts based on the Company’s TSR relative to the TSR percentiles of companies in the Selected Index:
|
|
/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)
|