Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per share data and unaudited)
1. Description of Business and Significant Accounting Policies
Description of Business
Xerium Technologies, Inc. (the "Company") is a leading, global provider of industrial consumable products and services including machine clothing, roll coverings and mechanical services. These goods and services are used in the production of paper, paperboard, building products and nonwoven materials. Its operations are strategically located in the major paper-making regions of the world, including North America, Europe, Latin America and Asia-Pacific.
Basis of Presentation
The accompanying unaudited condensed consolidated interim financial statements at
June 30, 2018
and for the
three and six
months ended
June 30, 2018
and
2017
include the accounts of the Company and its wholly-owned subsidiaries. These financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, such financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. The interim results presented herein are not necessarily indicative of the results to be expected for the entire year. In management’s opinion, these unaudited condensed consolidated interim financial statements contain all adjustments of a normal recurring nature necessary for a fair presentation of the financial statements for the interim periods presented. These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended
December 31, 2017
as reported on the Company's Annual Report on Form 10-K filed on February 28, 2018.
Accounting Policies
Inventories, net
Inventories are generally valued at the lower of cost or market using the first-in, first-out (FIFO) method. Raw materials are valued principally on a weighted average cost basis. The Company’s work in process and finished goods are specifically identified and valued based on actual inputs to production. Provisions are recorded as appropriate to write-down obsolete and excess inventory to estimated net realizable value. The process for evaluating obsolete and excess inventory often requires management to make subjective judgments and estimates concerning future sales levels, quantities and prices at which such inventory will be able to be sold in the normal course of business, while considering the general aging of inventory and factoring in any new business conditions.
The components of inventories are as follows at:
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|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
|
Raw materials
|
$
|
14,452
|
|
|
$
|
13,881
|
|
|
Work in process
|
28,263
|
|
|
27,819
|
|
|
Finished goods (includes consigned inventory of $6,208 at June 30, 2018 and $7,757 at December 31, 2017)
|
36,405
|
|
|
39,798
|
|
|
Inventory allowances
|
(6,490
|
)
|
|
(6,773
|
)
|
|
|
$
|
72,630
|
|
|
$
|
74,725
|
|
Goodwill
The Company accounts for goodwill and other intangible assets in accordance with ASC Topic 350,
Intangibles—Goodwill and Other Intangible Assets
(“Topic 350”). Topic 350 requires that goodwill and intangible assets that have indefinite lives not be amortized, but instead, must be tested for impairment at least annually or whenever events or business conditions warrant. During the
three and six
months ended
June 30, 2018
, the Company evaluated events and business conditions to determine if a test for an impairment of goodwill was warranted. On
June 24, 2018
the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Andritz AG ("Andritz") will acquire the Company for a price in excess of it's carrying amount through the merger of an indirect wholly owned subsidiary of Andritz with and into the Company (the "Merger"). Completion of the Merger is subject to approval by the Company's
stockholders, regulatory approvals, and other customary closing conditions.
No
goodwill impairment test was necessary as of
June 30, 2018
as a result of this pending Merger.
Warranties
The Company offers warranties on certain roll products that it sells. The specific terms and conditions of these warranties vary depending on the product sold, the country in which the product is sold and arrangements with the customer. The Company estimates the costs that may be incurred under its warranties and records a liability in Accrued Expenses on its Consolidated Balance Sheet for such costs. Factors that affect the Company’s warranty liability include the number of units sold, historical and anticipated rates of warranty claims, cost per claim and new product introduction. The Company periodically assesses the adequacy of its recorded warranty claims and adjusts the amounts as necessary. The table below represents the changes in the Company’s warranty liability for the
six
months ended
June 30, 2018
and
2017
:
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Beginning Balance
|
|
Charged to
Cost
of Sales
|
|
Effect of Foreign
Currency
Translation
|
|
Deduction
from
Reserves
|
|
Ending Balance
|
|
Six Months Ended June 30, 2018:
|
$
|
2,470
|
|
|
$
|
414
|
|
|
$
|
(72
|
)
|
|
$
|
(556
|
)
|
|
$
|
2,256
|
|
|
Six Months Ended June 30, 2017:
|
$
|
2,203
|
|
|
$
|
271
|
|
|
$
|
29
|
|
|
$
|
(501
|
)
|
|
$
|
2,002
|
|
Net Loss Per Common Share
Net loss per common share has been computed and presented pursuant to the provisions of ASC Topic 260,
Earnings per Share
(“Topic 260”). Net loss per share is based on the weighted-average number of shares outstanding during the period. As of
June 30, 2018
and
2017
, the Company had outstanding restricted stock units (“RSUs”) and deferred stock units (“DSUs”).
The following table sets forth the computation of basic and diluted weighted-average shares:
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|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
Weighted-average common shares outstanding–basic
|
16,427,603
|
|
|
16,262,867
|
|
|
16,412,921
|
|
|
16,208,293
|
|
|
Dilutive effect of stock-based compensation awards outstanding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Weighted-average common shares outstanding–diluted
|
16,427,603
|
|
|
16,262,867
|
|
|
16,412,921
|
|
|
16,208,293
|
|
The following table sets forth the aggregate of the dilutive securities that were outstanding in the
three and six
months ended
June 30, 2018
and
2017
, but were not included in the computation of diluted loss per share because the impact would have been anti-dilutive:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
Anti-dilutive securities
|
743,514
|
|
|
988,100
|
|
|
743,514
|
|
|
988,100
|
|
Impairment
The Company reviews its long-lived assets that have finite lives for impairment in accordance with ASC Topic 360,
Property, Plant, and Equipment
(“Topic 360”). This topic requires that companies evaluate the fair value of long-lived assets based on the anticipated undiscounted future cash flows to be generated by the assets when indicators of impairment exist to determine if there is impairment to the carrying value. Any change in the carrying amount of an asset as a result of the Company's evaluation has been recorded in either restructuring expense, if it was a result of the Company's restructuring activities, or general and administrative expense for all other impairments in the Consolidated Statements of Operations and Comprehensive (Loss) Income. For the
three and six
months ended
June 30, 2018
and
2017
, the Company had
no
impairment charges included in restructuring expense.
Recently Adopted Accounting Pronouncements
In March 2018, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update No 2018-05,
Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (SAB 118).
The amendments in ASU 2018-05 codified the amendments from SAB 118 which related to the income tax accounting implications of the Tax Cuts and Jobs Act. The Company already adopted SAB 118 as of December 31, 2017. Refer to Note 5.
In May 2017, the FASB issued Accounting Standards Update No 2017-09,
Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting
("ASU 2017-09"). The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in ASU 2017-09 are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. The adoption of this guidance effective January 1, 2018 did not have a material impact on the Company's financial statements.
In March 2017, the FASB issued Accounting Standards Update No 2017-07,
Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
("ASU 2017-07"). ASU 2017-07 will change how employers that sponsor defined benefit pension and/or other post-retirement benefit plans present the net periodic benefit cost in the income statement. Employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligible for capitalization in assets. Employers will present the other components of the net periodic benefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. These components will not be eligible for capitalization in assets. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods therein. The Company elected the practical expedient that allowed it to estimate amounts for comparative periods using the information previously disclosed in its historical financial statements and notes thereto, which reasonably reflects the effect of the capitalized amount of net periodic benefit cost for the prior comparative periods. The Company adopted this guidance effective January 1, 2018 and, as a result, reclassified
$0.3 million
and
$0.7 million
of pension cost (interest cost, expected return on plan assets, and amortization of net loss) for the
three and six
months ended
June 30, 2017
, respectively, out of operating income into other components of net periodic pension cost, a component of non-operating expenses on the Consolidated Statements of Operations and Comprehensive (Loss) Income. The adoption of this standard did not have a material impact on the Company's net income or financial position. Also, no changes to cash flows resulted from adoption of this standard.
In October 2016, the FASB issued ASU 2016-16,
Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory
("ASU 2016-16"). ASU 2016-16 eliminates the exception to the principle in ASC 740, for all intra-entity sales of assets other than inventory, to be deferred, until the transferred asset is sold to a third party or otherwise recovered through use. This standard is effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted this guidance effective January 1, 2018 which resulted in an increase in 2018 opening accumulated deficit of
$0.3 million
representing the cumulative net impact from (1) the write-off of unamortized tax expense previously deferred in income tax receivable under the previous guidance and (2) recognition of the previously unrecognized deferred tax assets, net of any necessary valuation allowance. The adoption of this standard did not have a material impact on the Company's net income or financial position. Also, no changes to cash flows resulted from adoption of this standard.
In August 2016, the FASB issued Accounting Standards Update No 2016-15,
Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments
("ASU 2016-15"). ASU 2016-15 clarifies how entities should classify certain cash receipts and cash payments in the statement of cash flows and amends certain disclosure requirements of ASC 230. The guidance will generally be applied retrospectively and is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those years. The adoption of this guidance effective January 1, 2018 did not have a material impact on the Company's financial statements.
In May of 2014, the FASB issued Accounting Standard Update No. 2014-09
Revenue from Contracts with Customers
("ASU 2014-09"). ASU 2014-09 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when it satisfies the performance obligations. The Company will also be required to disclose information regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2014-09 was required to be adopted in January of 2018. Retrospective application is required either to all periods presented or with the cumulative effect of initial adoption recognized in the period of adoption. The Company adopted this new standard effective January 1, 2018 using the modified retrospective transition method. The adoption of this standard did not result in adjustment to the Company's financial statements.
Recently Issued Accounting Pronouncements
In February 2018, the FASB issued Accounting Standards Update No 2018-02,
Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
(ASU 2018-02). The amendments in ASU 2018-02 allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this update is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued and for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The Company is in the process of evaluating this accounting standard update.
In August 2017, the FASB issued Accounting Standards Update No 2017-12,
Derivative and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities
("ASU 2017-12). The amendments in ASU 2017-12 provide guidance to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early application is permitted in any interim period after issuance of the update. The Company is in the process of evaluating this accounting standard update.
In January 2017, the FASB issued Accounting Standards Update No 2017-04,
Intangibles—Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment
("ASU 2017-04"). ASU 2017-04 simplifies the accounting for goodwill impairment for all entities by requiring impairment charges to be based on the first step in today’s two-step impairment test under Accounting Standards Codification (ASC) 350. The FASB issued new guidance that eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of today’s goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on today’s Step 1). The standard has tiered effective dates, starting in 2020 for calendar-year public business entities that meet the definition of an SEC filer. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The Company is in the process of evaluating this accounting standard update.
In February 2016, the FASB issued Accounting Standards Update No 2016-02
Leases
("ASU 2016-02"). ASU 2016-02 includes final guidance that requires lessees to put most leases on their balance sheets, but recognize expenses in the income statement in a manner similar to today’s accounting. The guidance also eliminates today’s real estate-specific provisions and changes the guidance on sale-leaseback transactions, initial direct costs and lease executory costs for all entities. For lessors, the standard modifies the classification criteria and the accounting for sales-type and direct financing leases. All entities will classify leases to determine how to recognize lease-related revenue and expense. Classification will continue to affect amounts that lessors record on the balance sheet. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. They have the option to use certain relief. Full retrospective application is prohibited. ASU 2016-02 is effective for public companies with annual periods beginning after December 15, 2018, and interim periods within those years. For all other entities, it is effective for annual periods beginning after December 15, 2019, and interim periods the following
year. Early adoption is permitted for all entities. The Company has commenced a comprehensive project plan to direct the implementation of the new leases standard and an assessment of the impact to business processes.
2. Revenue from Contracts with Customers
The Company operates through
two
principal business segments, machine clothing and roll covers. The machine clothing segment performance obligations generally include the production of various types of industrial textiles used on paper-making machines and on other industrial applications. In the Company's roll covers segment, the performance obligations generally include the manufacturing of various types of roll covers, spreader rolls, refurbishment of previously installed roll covers, and providing mechanical services for the internal mechanisms of rolls used on paper-making machines. The contract and order economics and risks are determined to be at the segment level. Within each segment the contracts are similar. Total revenues by segment for the reporting periods on the Consolidated Statements of Operations and Comprehensive (Loss) Income are disclosed in Note 9.
Revenue from the Company's performance obligations to customers is recognized at the point in time when control is transferred to the customer. Control is generally transferred to the customer when persuasive evidence of an arrangement exists, the price is fixed and determinable, delivery including transfer of title has occurred and there is a reasonable assurance of collection of the sales proceeds. The Company generally obtains written purchase authorizations from customers for a specific product or service performance obligation at a specified price and considers delivery and transfer of title to have occurred in accordance with its shipping terms. Payment is generally due in accordance with customary payment terms once the transfer of control has occurred. Revenue is recorded net of applicable allowances, including estimated allowances for returns, rebates and other discounts. Allowances are generally estimated based upon customer trends. In the machine clothing segment, a small portion of the business has been conducted pursuant to consignment arrangements under which the Company does not recognize a sale of a product to a customer until the customer places the product into use, which typically occurs some period after the product is shipped to the customer or to a warehouse location near the customer’s facility. As part of the consignment agreement, the Company delivers the goods to a location designated by the customer. In many cases, the customer and the Company generally agree to a “sunset” date, which represents the date by which the customer must accept all risks and rewards of ownership of the product and payment terms begin. For consignment sales, revenue is generally recognized on the earlier of the actual product installation date or the “sunset” date.
The costs to fulfill the Company's performance obligations at a point in time are included in inventory. Refer to balances and further discussion in Note 1. Commissions are generally earned at the point in time the performance obligation is satisfied by the Company and are expensed as incurred. Commission expense for the
three and six
months ended
June 30, 2018
and
2017
was as follows:
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|
|
|
|
|
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|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
Commission expense
(1)
|
$
|
2,574
|
|
|
$
|
3,564
|
|
|
$
|
5,832
|
|
|
$
|
7,098
|
|
(1)
During the second quarter of 2018, the Company modified the commission structure for both the split between base pay and incentive compensation and the definition of commissionable sales in its North American operations. This resulted in a lower commission expense compared to the prior year.
The Company has net accounts receivable balances from customers of
$81.6 million
and
$76.6 million
as of
June 30, 2018
and
December 31, 2017
, respectively. The Company does not have any contract receivable balance as of
June 30, 2018
and
December 31, 2017
. The Company had minimal contract liability balances, which primarily relate to customer prepayments for certain products in its North American rolls business of
$1.1 million
and
$0.5 million
as of
June 30, 2018
and
December 31, 2017
, respectively. The corresponding balances as of
June 30, 2017
and
December 31, 2016
were
$0.4 million
and
$1.1 million
, respectively. Minimal revenue was recognized on these contract liabilities during the
three and six
months ended
June 30, 2018
and
2017
.
3. Derivatives and Hedging
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. From time to time, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known cash amounts, the value of which are determined by foreign exchange rates.
Non-designated Hedges of Foreign Exchange Risk
Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to foreign exchange rates, but do not meet the strict hedge accounting requirements of ASC Topic 815. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.
The Company, from time to time, may enter into foreign exchange forward contracts to fix currencies at specified rates based on expected future cash flows to protect against the fluctuations in cash flows denominated in foreign currencies. Additionally, to manage its exposure to fluctuations in foreign currency on intercompany balances and certain purchase commitments, the Company from time to time may use foreign exchange forward contracts.
As of
June 30, 2018
and
December 31, 2017
, the Company had outstanding derivatives that were not designated as hedges in qualifying hedging relationships. The value of these contracts is recognized at fair value based on market exchange forward rates and is recorded in other assets or other liabilities on the Consolidated Balance Sheets. The following represents the fair value of these derivatives at
June 30, 2018
and
December 31, 2017
and the change in fair value included in foreign exchange loss in the
three and six
months ended
June 30, 2018
and
2017
:
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|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
|
Fair value of derivative liability
|
$
|
(1,757
|
)
|
|
$
|
(591
|
)
|
|
|
Three Months Ended June 30, 2018
|
|
Three Months Ended June 30, 2017
|
|
Change in fair value of derivative included in foreign exchange loss
|
$
|
(2,211
|
)
|
|
$
|
(1,169
|
)
|
|
|
Six Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2017
|
|
Change in fair value of derivative included in foreign exchange loss
|
$
|
(1,784
|
)
|
|
$
|
(1,023
|
)
|
The following represents the notional amounts of foreign exchange forward contracts at
June 30, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional Sold
|
|
Notional Purchased
|
|
|
Non-designated hedges of foreign exchange risk
|
$
|
19,555
|
|
|
$
|
(23,033
|
)
|
Fair Value of Derivatives Under ASC Topic 820
ASC Topic 820,
Fair Value Measurements and Disclosures
(“Topic 820”), emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, Topic 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs including fair value of investments that do not have the ability to redeem at net asset value as of the measurement date, or during the first quarter following the measurement date. The derivative assets or liabilities are typically based on an entity’s own assumptions, as there is little, if any, market activity. In instances where the determination of the fair value measurement is
based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and the Company considers factors specific to the asset or liability. The Company determined that its derivative valuations, which are based on market exchange forward rates, fall within Level 2 of the fair value hierarchy.
4. Long term Debt
At
June 30, 2018
and
December 31, 2017
, long term debt consisted of the following:
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|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
|
9.5% Senior Notes due August 2021.
|
$
|
480,000
|
|
|
$
|
480,000
|
|
|
Capital leases
|
18,259
|
|
|
20,749
|
|
|
Notes payable, working capital loan, variable interest rate at 1.45%. Matures August 31, 2018, with one-year rollover option.
|
8,112
|
|
|
8,398
|
|
|
Fixed asset loan contract, variable interest rate of 5.23%. Matures June of 2020.
|
5,186
|
|
|
6,761
|
|
|
Other debt
|
3,954
|
|
|
6,062
|
|
|
Total debt
|
515,511
|
|
|
521,970
|
|
|
Less deferred financing costs and debt discount
|
(11,236
|
)
|
|
(13,102
|
)
|
|
Less current maturities of long term debt and notes payable
|
(17,350
|
)
|
|
(19,012
|
)
|
|
Total long term debt including capital leases
|
$
|
486,925
|
|
|
$
|
489,856
|
|
|
|
|
|
|
|
Balance sheet classification of total long-term debt including capital leases
|
|
|
|
|
Long-term debt, net of current maturities and deferred financing costs
|
473,168
|
|
|
473,904
|
|
|
Liabilities under capital lease, non-current
|
13,757
|
|
|
15,952
|
|
|
Total long term debt including capital leases
|
$
|
486,925
|
|
|
$
|
489,856
|
|
As of
June 30, 2018
, the carrying value of the Company’s debt was
$504.3 million
(including a credit for deferred financing costs and debt discount) and its fair value was approximately
$540.7 million
. The Company determined the fair value of its debt utilizing significant other observable inputs (Level 2 of the fair value hierarchy) based on the quoted market prices for the same issues or on the current rates offered for debt of similar remaining maturities and estimates.
9.5% Secured Notes due 2021
On August 9, 2016, the Company issued
$480.0 million
aggregate principal amount of
9.5%
Senior Secured Notes due August 2021 (the "Notes") for a price equal to
98.54%
of their face value. Interest payments are due semi-annually in arrears on February 15 and August 15 of each year beginning on February 15, 2017 and the Notes will mature on August 15, 2021, unless earlier redeemed or repurchased.
The Company used the net proceeds from the offering to repay all amounts outstanding under its then existing
$230.0 million
term loan credit facility, to redeem all of its
$240.0 million
aggregate principal amount
8.875%
Senior Notes due 2018 at a redemption price equal to
102.219%
of the principal amount thereof, together with accrued and unpaid interest, to the date of redemption, to pay fees and expenses relating to these transactions, and for working capital and other general corporate purposes.
ABL Revolving Credit Facility
On November 3, 2015, the Company refinanced its prior revolving credit facility by entering into a new Revolving Credit and Guaranty Agreement (the “ABL Facility”) with one of its existing lenders. The amount of the ABL Facility provides an aggregate facility limit of
$55.0 million
, subject to a borrowing base collateralized by eligible accounts receivable, inventory and equipment of Xerium Technologies, Inc., as a US borrower, Xerium Canada Inc., as Canadian borrower, and Huyck.Wagner Germany GmbH, Robec Walzen GmbH, and Stowe Woodward AG, as the European borrowers. On June 19, 2018, the Company amended the ABL Facility to, among other things, reduce the applicable margin used to determine the interest rate for the Alternative Base rate prime loans in certain jurisdictions. No changes were made to the interest rate margin on the LIBOR loans. The ABL Facility matures in November of 2020 and accrues interest at either an Alternative Base rate (Prime -100 bps or Prime) or Fixed LIBOR (LIBOR +175 bps). As of
June 30, 2018
, after the amendment discussed above, these rates were
4.00%
to
5.00%
for the Alternative Base rate and
3.92%
for the Fixed LIBOR rate.
As of
June 30, 2018
, an aggregate of $
31.4 million
was available for additional borrowings under the ABL Facility. This availability represents $
34.3 million
under the ABL Facility currently collateralized by certain assets of the Company, less $
2.9
million
committed for letters of credit or current borrowings. In addition, the Company had approximately $
6.0 million
available for borrowings under other small lines of credit.
The Indenture governing the Notes and the ABL Facility contain certain customary covenants that, subject to exceptions, restrict our ability to, among other things:
|
|
|
|
•
|
declare dividends or redeem or repurchase equity interests;
|
•
prepay, redeem or purchase debt;
•
incur liens and engage in sale-leaseback transactions;
•
make loans and investments;
•
incur additional indebtedness;
•
amend or otherwise alter debt and other material agreements;
•
engage in mergers, acquisitions and asset sales;
•
transact with affiliates; and
•
engage in businesses that are not related to the Company's existing business.
Fixed Assets Loan Contract
On July 17, 2015, Xerium China, Co., Ltd. ("Xerium China"), a wholly-owned subsidiary of the Company entered into a Fixed Assets Loan Contract (the "Loan Agreement") with the Industrial and Commercial Bank of China Limited, Shanghai-Jingan Branch (the “Bank”) with respect to a RMB
58.5 million
loan, which was approximately $
9.4 million
USD based on the exchange rate in effect on July 17, 2015. The loan is secured by pledged machinery and equipment of Xerium China and guaranteed by Xerium Asia Pacific (Shanghai) Limited and Stowe Woodward (Changzhou) Roll Technologies Co. Ltd., which are wholly-owned subsidiaries of the Company, pursuant to guarantee agreements. Interest on the outstanding principal balance of the loan accrues at a benchmark rate plus a margin. The current interest rate at
June 30, 2018
is approximately
5.2%
. The interest rate will be adjusted every
12
months during the term of the loan, based on the benchmark interest rate adjustment. Interest under the loan is payable quarterly in arrears. Principal on the loan is to be repaid in part every
six
months, in accordance with a predetermined schedule set forth in the Loan Agreement. Proceeds of the loan will be used by Xerium China to purchase production equipment. The Loan Agreement contains certain customary representations and warranties and provisions relating to events of default.
The Company was in compliance with all covenants under the Notes, the ABL Facility, and the Loan Agreement at
June 30, 2018
.
Long-term Capitalized Lease Liabilities
As of
June 30, 2018
and
December 31, 2017
, the Company had capitalized lease liabilities totaling $
18.3 million
and
$20.7 million
, respectively. These amounts represent the lease on the corporate headquarters and the Kunshan, China facility, as well as other leases for machinery and equipment, software and vehicles that expire at various dates through 2027.
5. Income Taxes
The Company utilizes the liability method for accounting for income taxes in accordance with ASC Topic 740
, Income Taxes
(“Topic 740”). Under Topic 740, deferred tax assets and liabilities are determined based on the difference between their financial reporting and tax basis. The assets and liabilities are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company reduces its deferred tax assets by a valuation allowance if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In making this determination, the Company evaluates all available information including the Company’s financial position and results of operations for the current and preceding years, as well as any available projected information for future years.
For the
three and six
months ended
June 30, 2018
, the provision for income taxes was
$2.5 million
and
$3.9 million
, respectively, as compared to
$3.8 million
and
$6.5 million
for the
three and six
months ended
June 30, 2017
, respectively. The decrease in tax expense in the
three and six
months ended
June 30, 2018
was primarily attributable to the geographic mix of earnings and a release of valuation allowance previously established against certain China deferred tax assets. Generally, the provision for income taxes is primarily impacted by income earned in tax-paying jurisdictions relative to income earned in non-tax-paying jurisdictions. The majority of income recognized for purposes of computing the effective tax rate is earned in countries where the statutory income tax rates range from
15.0%
to
34.8%
; however, permanent income adjustments recorded
against pre-tax earnings may result in an effective tax rate that is higher or lower than the statutory tax rate in these jurisdictions. The Company generates losses in certain jurisdictions for which
no
tax benefit is realized, as the deferred tax assets in these jurisdictions (including the net operating losses) are fully reserved in the valuation allowance. For this reason, the Company recognizes minimal income tax expense or benefit in these jurisdictions, of which the most material jurisdictions are the United States, Germany, and Australia. Due to these reserves, the geographic mix of the Company’s pre-tax earnings has a direct correlation with how high or low its annual effective tax rate is relative to consolidated earnings.
As of
June 30, 2018
, the Company has not completed its accounting related to the enactment of the Tax Cuts and Jobs Act (the "Tax Act"), as follows:
1. Remeasurement of U.S. deferred tax assets - During the fourth quarter of 2017, the Company recorded a provisional estimate of
$31.8 million
discrete deferred tax expense related to the remeasurement of the U.S. deferred tax assets as a result of the reduction in the corporate income tax rate. A corresponding tax benefit was recorded related to the reduction in valuation allowance.
2. Transition tax - During the fourth quarter of 2017, the Company recorded a provisional estimate related to accounting for the transition tax and its impact on tax accounting for unrepatriated foreign earnings and other foreign income inclusions. The provisional estimate resulted in
$0
current or deferred tax impact primarily as a result of the historic tax loss carry-forwards and the corresponding valuation allowance against related deferred tax assets. In order to complete the accounting, the Company will continue to analyze foreign earnings calculations as well as to await clarification of certain provisions of the Tax Act.
3. Deferred tax accounting on outside basis differences of controlled foreign corporations - Consistent with the provisional estimates made during the fourth quarter of 2017, the Company has recorded a provisional estimate related to the deferred tax accounting for basis differences associated with foreign subsidiaries. Historically, the Company has accrued U.S. deferred taxes in connection with certain foreign earnings which were not considered to be permanently reinvested as these earnings were expected to be distributed to the U.S. However, the transition tax has resulted in immediate U.S. taxation of previously untaxed foreign earnings. As a result, the Company has reversed the U.S. deferred taxes previously recognized on those foreign earnings that were not considered to be permanently reinvested. Additionally, future repatriation of foreign earnings (even those previously considered to be permanently reinvested) would not be expected to give rise to U.S. tax under the Tax Act’s territorial regime. Therefore, a provisional estimate has been recorded for deferred taxes on unrepatriated foreign earnings assuming none of the earnings are permanently reinvested.
No
additional U.S. income taxes have been provided in connection with any remaining untaxed foreign earnings or any additional outside basis difference with respect to investments in foreign subsidiaries as the Company assesses whether any investments should be considered as indefinitely reinvested in foreign operations.
4. Global Intangible Low-Taxed Income (“GILTI”) - In the second quarter of 2018, the Company has recorded a provisional estimate related to its GILTI inclusion, and the provisional estimate reduces U.S. tax loss carryforwards and the corresponding valuation allowance. In order to complete the accounting, the Company will await clarification of certain provisions. The deferred tax accounting for basis differences associated with foreign subsidiaries as it relates to GILTI remains incomplete and
no
provisional estimate has been provided. The election of an accounting policy with respect to deferred tax accounting for GILTI will depend, in part, on analyzing foreign income to estimate future GILTI inclusions, as well as clarification of certain provisions of the Tax Act. Until such analyses and clarifications are made, the Company has not made a policy decision regarding deferred tax accounting for the GILTI provision.
5. Interest Deduction Limitation - The Company has recorded a provisional estimate related to the limitation on U.S. interest expense as a result of the Tax Act. The estimate reduces the U.S. tax loss carryforwards but establishes indefinite-lived deferred tax assets for the interest that is limited. In order to complete the accounting, the Company will await clarification of certain provisions.
6. State and Local Income Taxes - The Company has recorded a provisional estimate related to the tax accounting for state and local income taxes upon enactment of the Tax Act. The Company continues to gather and analyze information available related to the impact of the Tax Act on state and local taxes and awaits clarification from the municipalities in order to complete the accounting.
To the extent a provisional estimate was made, the Company utilized previously issued guidance for the Tax Act in order to reach an estimate. However, these estimates are not capable of finalization given the lack of statutory and regulatory guidance in many areas, as well as the complexity in acquiring the data required to calculate the impact on the tax accounts.
The Company will revise and conclude the accounting as and when additional information is obtained, which in many cases is contingent on the timing of issuance of guidance. For these reasons, the ultimate impact may differ from these provisional amounts due to, among other things, additional information, changes in interpretations and assumptions management has made, and changes based on additional statutory and regulatory guidance that may be issued. Acknowledging this uncertainty, accounting for the impacts of the Tax Act will be completed within the twelve months of the use of the estimates.
As of
June 30, 2018
, the Company had a gross amount of unrecognized tax benefit of
$10.3 million
, exclusive of interest and penalties. The unrecognized tax benefit increased by approximately
$0.3 million
during the
six
months ended
June 30, 2018
, as a result of new positions related to the current year primarily related to transfer pricing and foreign currency effects.
The Company’s policy is to recognize interest and penalties related to income tax matters as income tax expense or benefit, which was
$0.1 million
of tax benefit for both the
three and six
months ended
June 30, 2018
, and was primarily attributable to currency fluctuations. The tax years 2005 through 2017 remain open to examination in a number of the major tax jurisdictions to which the Company and its subsidiaries are subject. The Company believes that it has made adequate provisions for all income tax uncertainties.
6. Pensions, Other Post-retirement and Post-employment Benefits
The Company accounts for its pensions, other post-retirement and post-employment benefit plans in accordance with ASC Topic 715,
Compensation—Retirement Benefits
(“Topic 715”). The Company has defined benefit pension plans covering substantially all of its U.S. and Canadian employees and employees of certain subsidiaries in other countries. Benefits are generally based on the employee’s years of service and compensation. These plans are funded in conformity with the funding requirements of applicable government regulations. The Company does not fund certain plans, as funding is not required. The Company plans to continue to fund its U.S. defined benefit plans to comply with the Pension Protection Act of 2006. In addition, the Company also intends to fund its U.K. and Canadian defined benefit plans in accordance with local regulations.
As required by Topic 715, the following tables summarize the components of net periodic benefit cost:
Defined Benefit Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
Service cost
|
$
|
360
|
|
|
$
|
320
|
|
|
$
|
743
|
|
|
$
|
696
|
|
|
Interest cost
|
1,042
|
|
|
1,079
|
|
|
2,130
|
|
|
2,346
|
|
|
Expected return on plan assets
|
(1,345
|
)
|
|
(1,273
|
)
|
|
(2,750
|
)
|
|
(2,769
|
)
|
|
Amortization of net loss
|
565
|
|
|
501
|
|
|
1,148
|
|
|
1,091
|
|
|
Net periodic benefit cost
|
$
|
622
|
|
|
$
|
627
|
|
|
$
|
1,271
|
|
|
$
|
1,364
|
|
Service costs are included as a component of operating income while interest cost, expected return on plan assets and amortization of net loss are included as a component of non-operating expense in other components of net periodic pension cost on the Consolidated Statements of Operations and Comprehensive (Loss) Income.
7. Comprehensive (Loss) Income and Accumulated Other Comprehensive Loss
Comprehensive (loss) income for the
three and six
months ended
June 30, 2018
(net of tax expense of
$1.5 million
and
$1.4 million
, respectively) and
2017
(net of a tax expense of
$0.1 million
and
$0.2 million
, respectively) is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
Net loss
|
$
|
(4,344
|
)
|
|
$
|
(3,411
|
)
|
|
$
|
(2,113
|
)
|
|
$
|
(6,245
|
)
|
|
Foreign currency translation adjustments
|
(20,677
|
)
|
|
3,250
|
|
|
(14,600
|
)
|
|
13,015
|
|
|
Pension liability changes under Topic 715
|
1,882
|
|
|
15
|
|
|
1,936
|
|
|
(110
|
)
|
|
Comprehensive (loss) income
|
$
|
(23,139
|
)
|
|
$
|
(146
|
)
|
|
$
|
(14,777
|
)
|
|
$
|
6,660
|
|
Included in foreign currency translation adjustments are foreign currency gains (losses) on intercompany transactions that are considered a long-term investment totaling
$2.9 million
and
$1.8 million
for the
three and six
months ended
June 30, 2018
and
$(1.3) million
and
$(2.1) million
for the
three and six
months ended
June 30, 2017
, respectively.
The components of accumulated other comprehensive loss for the
three
months ended
June 30, 2018
are as follows (net of tax benefits of
$4.3 million
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency
Translation
Adjustment
|
|
Pension
Liability
Changes Under
Topic 715
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Balance at March 31, 2018
|
$
|
(63,072
|
)
|
|
$
|
(42,056
|
)
|
|
$
|
(105,128
|
)
|
|
Other comprehensive (loss) income before reclassifications
|
(20,677
|
)
|
|
1,317
|
|
|
(19,360
|
)
|
|
Amounts reclassified from Other Comprehensive loss:
|
|
|
|
|
|
|
Amortization of actuarial losses
|
—
|
|
|
565
|
|
|
565
|
|
|
Net current period other comprehensive (loss) income
|
(20,677
|
)
|
|
1,882
|
|
|
(18,795
|
)
|
|
Balance at June 30, 2018
|
$
|
(83,749
|
)
|
|
$
|
(40,174
|
)
|
|
$
|
(123,923
|
)
|
The components of accumulated other comprehensive loss for the
six
months ended
June 30, 2018
are as follows (net of tax benefits of
$4.3 million
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency
Translation
Adjustment
|
|
Pension
Liability
Changes Under
Topic 715
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Balance at December 31, 2017
|
$
|
(69,149
|
)
|
|
$
|
(42,110
|
)
|
|
$
|
(111,259
|
)
|
|
Other comprehensive (loss) income before reclassifications
|
(14,600
|
)
|
|
788
|
|
|
(13,812
|
)
|
|
Amounts reclassified from other comprehensive loss
|
|
|
|
|
|
|
Amortization of actuarial losses
|
—
|
|
|
1,148
|
|
|
1,148
|
|
|
Net current period other comprehensive (loss) income
|
(14,600
|
)
|
|
1,936
|
|
|
(12,664
|
)
|
|
Balance at June 30, 2018
|
$
|
(83,749
|
)
|
|
$
|
(40,174
|
)
|
|
$
|
(123,923
|
)
|
For the
three and six
months ended
June 30, 2018
, the amortization of actuarial losses is included in other components of net periodic pension cost in the Consolidated Statements of Operations and Comprehensive (Loss) Income.
8. Restructuring Expense
For the
six
months ended
June 30, 2018
and
2017
, the Company incurred restructuring expenses of
$1.0 million
and
$4.0 million
, respectively, relating to headcount reductions and other costs related to previous plant closures.
The Company expects to continue to review its business to determine if additional actions will be taken to further improve its cost structure. Restructuring expenses of approximately
$1.0 million
to
$3.0 million
are estimated during 2018, primarily related to the continuation of streamlining the operating structure and improving long-term competitiveness of the Company. Actual restructuring costs for 2018 may substantially differ from estimates at this time, depending on actual operating results in 2018 and the timing of the restructuring activities.
The following table sets forth the significant components of the restructuring accrual (included in Accrued Expenses in the Company's Consolidated Balance Sheet), including activity under restructuring programs for the
six
months ended
June 30, 2018
and
2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2017
|
|
Charges
|
|
Currency
Effects
|
|
Cash
Payments
|
|
Balance at
June 30, 2018
|
|
Severance and other benefits
|
$
|
2,686
|
|
|
$
|
320
|
|
|
$
|
(23
|
)
|
|
$
|
(1,622
|
)
|
|
$
|
1,361
|
|
|
Facility costs and other
|
733
|
|
|
710
|
|
|
(6
|
)
|
|
(967
|
)
|
|
470
|
|
|
Total
|
$
|
3,419
|
|
|
$
|
1,030
|
|
|
$
|
(29
|
)
|
|
$
|
(2,589
|
)
|
|
$
|
1,831
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2016
|
|
Charges
|
|
Currency
Effects
|
|
Cash
Payments
|
|
Balance at
June 30, 2017
|
|
Severance and other benefits
|
$
|
3,805
|
|
|
$
|
2,626
|
|
|
$
|
311
|
|
|
$
|
(3,316
|
)
|
|
$
|
3,426
|
|
|
Facility costs and other
|
392
|
|
|
1,412
|
|
|
32
|
|
|
(1,581
|
)
|
|
255
|
|
|
Total
|
$
|
4,197
|
|
|
$
|
4,038
|
|
|
$
|
343
|
|
|
$
|
(4,897
|
)
|
|
$
|
3,681
|
|
Restructuring expense by segment, which is not included in Segment Earnings in Note 9, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
Clothing
|
$
|
141
|
|
|
$
|
162
|
|
|
$
|
327
|
|
|
$
|
2,638
|
|
|
Roll Covers
|
52
|
|
|
681
|
|
|
690
|
|
|
1,308
|
|
|
Corporate
|
13
|
|
|
31
|
|
|
13
|
|
|
92
|
|
|
Total
|
$
|
206
|
|
|
$
|
874
|
|
|
$
|
1,030
|
|
|
$
|
4,038
|
|
9. Business Segment Information
The Company is a global manufacturer and supplier of consumable products used primarily in the production of paper, paperboard, building products and nonwoven materials, and is organized into
two
reportable segments: clothing and roll covers. The clothing segment represents the manufacture and sale of synthetic textile belts used to transport paper or other materials along the length of papermaking or other industrial machines. The roll covers segment primarily represents the manufacture and refurbishment of covers used on the steel rolls of papermaking or manufacturing machines and the servicing of those rolls. The Company manages each of these operating segments separately.
Management evaluates segment performance based on adjusted earnings before interest, taxes, depreciation and amortization. Such measure is then adjusted to exclude items that are of an unusual nature and are not used in measuring segment performance or are not segment specific (“Segment Earnings (Loss)”). The accounting policies of these segments are the same as those for the Company as a whole. Inter-segment net sales and inter-segment eliminations are not material for any of the periods presented.
Summarized financial information for the Company’s reportable segments is presented in the tables that follow for the
three and six
months ended
June 30, 2018
and
2017
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clothing
|
|
Roll
Covers
|
|
Corporate
|
|
Total
|
|
Three months ended June 30, 2018
|
|
|
|
|
|
|
|
|
Net Sales
|
$
|
76,189
|
|
|
$
|
49,095
|
|
|
$
|
—
|
|
|
$
|
125,284
|
|
|
Segment Earnings (Loss)
|
$
|
21,744
|
|
|
$
|
10,117
|
|
|
$
|
(4,380
|
)
|
|
$
|
27,481
|
|
|
Three months ended June 30, 2017
|
|
|
|
|
|
|
|
|
Net Sales
|
$
|
72,425
|
|
|
$
|
47,914
|
|
|
$
|
—
|
|
|
$
|
120,339
|
|
|
Segment Earnings (Loss)
|
$
|
20,906
|
|
|
$
|
10,566
|
|
|
$
|
(4,292
|
)
|
|
$
|
27,180
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2018
|
|
|
|
|
|
|
|
|
Net Sales
|
$
|
151,946
|
|
|
$
|
99,413
|
|
|
$
|
—
|
|
|
$
|
251,359
|
|
|
Segment Earnings (Loss)
|
$
|
40,656
|
|
|
$
|
20,873
|
|
|
$
|
(8,655
|
)
|
|
$
|
52,874
|
|
|
Six months ended June 30, 2017
|
|
|
|
|
|
|
|
|
Net Sales
|
$
|
144,920
|
|
|
$
|
95,285
|
|
|
$
|
—
|
|
|
$
|
240,205
|
|
|
Segment Earnings (Loss)
|
$
|
41,704
|
|
|
$
|
20,361
|
|
|
$
|
(8,329
|
)
|
|
$
|
53,736
|
|
Provided below is a reconciliation of Segment Earnings (Loss) to (Loss) income before provision for income taxes for the
three and six
months ended
June 30, 2018
and
2017
, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
Segment Earnings (Loss):
|
|
|
|
|
|
|
|
|
Clothing
|
$
|
21,744
|
|
|
$
|
20,906
|
|
|
$
|
40,656
|
|
|
$
|
41,704
|
|
|
Roll Covers
|
10,117
|
|
|
10,566
|
|
|
20,873
|
|
|
20,361
|
|
|
Corporate
|
(4,380
|
)
|
|
(4,292
|
)
|
|
(8,655
|
)
|
|
(8,329
|
)
|
|
Stock-based compensation
|
(263
|
)
|
|
(328
|
)
|
|
(618
|
)
|
|
(859
|
)
|
|
CEO transition expense
|
244
|
|
|
(3,039
|
)
|
|
87
|
|
|
(3,039
|
)
|
|
Interest expense, net
|
(13,130
|
)
|
|
(13,281
|
)
|
|
(25,895
|
)
|
|
(26,544
|
)
|
|
Depreciation and amortization
|
(7,953
|
)
|
|
(8,115
|
)
|
|
(16,214
|
)
|
|
(16,208
|
)
|
|
Loss on extinguishment of debt
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(32
|
)
|
|
Restructuring expense
|
(206
|
)
|
|
(874
|
)
|
|
(1,030
|
)
|
|
(4,038
|
)
|
|
Strategic alternative expenses
(1)
|
(5,118
|
)
|
|
—
|
|
|
(5,238
|
)
|
|
—
|
|
|
Other non-recurring expense
|
(8
|
)
|
|
(69
|
)
|
|
(10
|
)
|
|
(114
|
)
|
|
Plant startup costs
|
(264
|
)
|
|
(166
|
)
|
|
(264
|
)
|
|
(646
|
)
|
|
Unrealized foreign exchange loss
|
(2,611
|
)
|
|
(886
|
)
|
|
(1,952
|
)
|
|
(1,994
|
)
|
|
(Loss) income before provision for income taxes
|
$
|
(1,828
|
)
|
|
$
|
415
|
|
|
$
|
1,740
|
|
|
$
|
262
|
|
(1)
On March 19, 2018, the Company’s Board of Directors initiated a review of strategic alternatives for the Company. As a result of the strategic alternatives review, on
June 24, 2018
, the Company entered into the Merger Agreement, pursuant to which Andritz will acquire the Company for
$13.50
per share in cash. Completion of the Merger is subject to approval by the Company's stockholders, regulatory approvals, and other customary closing conditions. The Company expects to close the Merger during the second half of 2018. Strategic alternatives expenses include legal, investment banking, incremental management LTIP compensation and other costs related to the strategic alternatives process. These expenses are recorded as a component of general and administrative expense on the statement of operations.
10. Commitments and Contingencies
The Company is involved in various legal matters which have arisen in the ordinary course of business as a result of various immaterial labor claims, taxing authority reviews and other routine legal matters. As of
June 30, 2018
, the Company accrued an immaterial amount in its financial statements for these matters for which the Company believed the possibility of loss was probable and was able to estimate the damages. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on its financial position, results of operations or cash flow. The Company believes
that any additional liability that may result from the resolution of legal matters will not have a material adverse effect on the financial condition, liquidity or cash flow of the Company.
11. Long-term Incentive and Stock-Based Compensation
The Company records stock-based compensation expense in accordance with ASC Topic 718,
Accounting for Stock Compensation
and has used the straight-line attribution method to recognize expense for RSUs, and DSUs. The Company recorded stock-based compensation expense during the
three and six
months ended
June 30, 2018
and
June 30, 2017
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
RSU and DSU Awards
(1)
|
|
$
|
263
|
|
|
$
|
1,515
|
|
|
$
|
618
|
|
|
$
|
2,046
|
|
|
|
|
|
(1)
|
Related to RSUs and DSUs awarded to certain employees and non-employee directors. The second quarter of 2017 includes approximately
$1.2 million
of expense related to the accelerated vesting on RSU's upon the transition of the Company's former Chief Executive Officer ("CEO"). Upon transition
146,134
shares were issued to the former CEO.
|
Summary of Recent Activity for Company Stock and Long-term Incentive Plans
On June 24, 2018 the Company entered into the Merger Agreement, pursuant to which Andritz will acquire the Company for
$13.50
per share in cash. Completion of the Merger is subject to approval by the Company's stockholders, regulatory approvals, and other customary closing conditions. The Company expects to close the Merger during the second half of 2018.
Long-Term Incentive Program - 2018 LTIP
On January 30, 2018, the Board of Directors approved the 2018 - 2020 Long-Term Incentive Plan (the "2018 LTIP") which provides for the grant of incentive award opportunities (each, an "Award") payable, if earned, in cash. Because any Award under the 2018 LTIP will be paid in cash, and not equity, the Awards granted under the 2018 LTIP are not made pursuant to the Xerium Technologies, Inc. 2010 Equity Incentive Plan. Awards will consist of Phantom Stock Units. Each Phantom Stock Unit represents the right to receive a cash amount equal to the Average Value of one share of common stock of the Company as described below:
•
282,240
Time-based awards, or
50%
of the total target award for each participant, have been granted in the form of time-based units. The time-based units vest on the third anniversary of the date of grant.
•
282,240
Performance-based awards, or
50%
of the total target award for each participant, have been granted in the form of performance-based units. Of these units, one half will vest based on the financial performance of the Company as measured by Adjusted EBITDA, and one half will vest based on the Return on Net Assets (as defined in the 2018 LTIP) of the Company.
Half of the performance-based units whose vesting is subject to the financial performance of the Company will vest based on the degree to which the Company achieves a targeted
three
-year cumulative Adjusted EBITDA metric, adjusted for currency fluctuations, over the performance period of January 1, 2018 through December 31, 2020. The amount of units that will vest between the target threshold and target ceiling will range from
50%
to
200%
of the employee's total units granted. Below the target threshold
0%
of the units will vest.
Half of the performance-based units whose vesting is subject to the financial performance of the Company will vest based on the degree to which the Company achieves an average
three
-year Return on Net Assets metric over the performance period of January 1, 2018 through December 31, 2020. The amount of units that will vest between the target threshold and target ceiling will range from
50%
to
200%
of the employee's total units granted. Below the target threshold
0%
of the units will vest.
Long-Term Incentive Program— 2015 LTIP
Awards under the 2015 LTIP vested on March 2, 2018, and were converted to
22,895
shares of common stock, after withholdings.
Directors’ Deferred Stock Unit Plan
Under the 2011 non-management directors stock plan ("2011 DSU Plan”), as amended in January of 2015, each director receives an annual retainer of
$132 thousand
, to be paid on a quarterly basis in arrears. Approximately
54%
of the annual retainer is payable in DSUs, with the remaining
46%
payable in cash or a mix of both cash and DSUs at the election of each director. The non-management directors were awarded an aggregate of
22,763
DSUs under the 2011 DSU Plan for service during the
six
months ended
June 30, 2018
. In addition, in accordance with the 2011 DSU Plan, as amended in January of 2015,
14,424
DSUs, and
28,357
DSUs were settled in common stock during the
six
months ended
June 30, 2018
and
June 30, 2017
, respectively. Pursuant to terms of the Merger Agreement, the Company has ceased issuing DSU's to directors for director fees.
CEO Restricted Stock Unit Award
On June 2, 2017, the Company filed a Registration Statement on Form S-8 for the purpose of registering
600,000
shares of its common stock reserved for issuance in accordance with an Inducement Restricted Stock Unit Award Agreement between the Company and Mark Staton in connection with his appointment as the Company's President and Chief Executive Officer on April 28, 2017. The Inducement Restricted Stock Unit Award Agreement provides Mr. Staton with the opportunity to earn up to
600,000
shares of the Company’s common stock if its stock price attains certain levels within certain time periods, subject to his continued employment with the Company and other qualifying terms. As a result of certain performance conditions being met on this award during the
six
months ended
June 30, 2018
, the Company recorded
$0.2 million
of related stock-based compensation expense.
12. Supplemental Guarantor Financial Information
On August 9, 2016, the Company closed on the sale of its Notes. The Notes are secured obligations of Xerium Technologies, Inc. (referred to as “Parent” for the purpose of this note only) and are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by all of the domestic 100% owned subsidiaries of the Parent (the “Guarantors”). In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act of 1933, as amended, the following condensed consolidating financial statements present the financial position, results of operations and cash flows of the Parent on a stand-alone parent-only basis, the Guarantors on a Guarantors-only basis, the combined non-Guarantor subsidiaries and elimination entries necessary to arrive at the information for the Parent, the Guarantors and non-Guarantor subsidiaries on a consolidated basis.
Xerium Technologies, Inc.
Consolidating Balance Sheet
At
June 30, 2018
(Dollars in thousands, and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
Total
Guarantors
|
|
Total Non
Guarantors
|
|
Other
Eliminations
|
|
The
Company
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
4,816
|
|
|
$
|
48
|
|
|
$
|
9,918
|
|
|
$
|
—
|
|
|
$
|
14,782
|
|
|
Accounts receivable, net
|
39
|
|
|
19,068
|
|
|
62,522
|
|
|
—
|
|
|
81,629
|
|
|
Intercompany receivables
|
(487,606
|
)
|
|
504,108
|
|
|
(16,502
|
)
|
|
—
|
|
|
—
|
|
|
Inventories, net
|
—
|
|
|
15,454
|
|
|
58,050
|
|
|
(874
|
)
|
|
72,630
|
|
|
Prepaid expenses
|
991
|
|
|
131
|
|
|
12,002
|
|
|
—
|
|
|
13,124
|
|
|
Other current assets
|
150
|
|
|
3,709
|
|
|
10,623
|
|
|
—
|
|
|
14,482
|
|
|
Total current assets
|
(481,610
|
)
|
|
542,518
|
|
|
136,613
|
|
|
(874
|
)
|
|
196,647
|
|
|
Property and equipment, net
|
5,748
|
|
|
58,047
|
|
|
198,194
|
|
|
—
|
|
|
261,989
|
|
|
Investments
|
929,139
|
|
|
262,229
|
|
|
—
|
|
|
(1,191,368
|
)
|
|
—
|
|
|
Goodwill
|
—
|
|
|
19,614
|
|
|
44,545
|
|
|
—
|
|
|
64,159
|
|
|
Intangible assets
|
—
|
|
|
5,349
|
|
|
3
|
|
|
—
|
|
|
5,352
|
|
|
Non-current deferred tax asset
|
—
|
|
|
—
|
|
|
9,987
|
|
|
—
|
|
|
9,987
|
|
|
Other assets
|
—
|
|
|
—
|
|
|
9,054
|
|
|
—
|
|
|
9,054
|
|
|
Total assets
|
$
|
453,277
|
|
|
$
|
887,757
|
|
|
$
|
398,396
|
|
|
$
|
(1,192,242
|
)
|
|
$
|
547,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
Notes payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,112
|
|
|
$
|
—
|
|
|
$
|
8,112
|
|
|
Accounts payable
|
3,041
|
|
|
12,173
|
|
|
26,124
|
|
|
—
|
|
|
41,338
|
|
|
Accrued expenses
|
28,852
|
|
|
8,138
|
|
|
28,924
|
|
|
—
|
|
|
65,914
|
|
|
Current maturities of long-term debt
|
1,584
|
|
|
2,347
|
|
|
5,307
|
|
|
—
|
|
|
9,238
|
|
|
Total current liabilities
|
33,477
|
|
|
22,658
|
|
|
68,467
|
|
|
—
|
|
|
124,602
|
|
|
Long-term debt, net of current maturities
|
469,353
|
|
|
—
|
|
|
3,815
|
|
|
—
|
|
|
473,168
|
|
|
Liabilities under capital leases
|
3,344
|
|
|
1,829
|
|
|
8,584
|
|
|
—
|
|
|
13,757
|
|
|
Non-current deferred tax liability
|
3,654
|
|
|
—
|
|
|
8,459
|
|
|
—
|
|
|
12,113
|
|
|
Pension, other post-retirement and post-employment obligations
|
19,826
|
|
|
1,783
|
|
|
43,557
|
|
|
—
|
|
|
65,166
|
|
|
Other long-term liabilities
|
—
|
|
|
—
|
|
|
9,399
|
|
|
—
|
|
|
9,399
|
|
|
Intercompany loans
|
61,823
|
|
|
(107,195
|
)
|
|
45,372
|
|
|
—
|
|
|
—
|
|
|
Total stockholders’ (deficit) equity
|
(138,200
|
)
|
|
968,682
|
|
|
210,743
|
|
|
(1,192,242
|
)
|
|
(151,017
|
)
|
|
Total liabilities and stockholders’ (deficit) equity
|
$
|
453,277
|
|
|
$
|
887,757
|
|
|
$
|
398,396
|
|
|
$
|
(1,192,242
|
)
|
|
$
|
547,188
|
|
Xerium Technologies, Inc.
Consolidating Balance Sheet
At
December 31, 2017
(Dollars in thousands, and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
Total
Guarantors
|
|
Total Non
Guarantors
|
|
Other
Eliminations
|
|
The
Company
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
3,578
|
|
|
$
|
57
|
|
|
$
|
13,618
|
|
|
$
|
—
|
|
|
$
|
17,253
|
|
|
Accounts receivable, net
|
20
|
|
|
19,721
|
|
|
56,892
|
|
|
—
|
|
|
76,633
|
|
|
Intercompany receivables
|
(452,873
|
)
|
|
475,864
|
|
|
(22,991
|
)
|
|
—
|
|
|
—
|
|
|
Inventories, net
|
—
|
|
|
16,618
|
|
|
59,047
|
|
|
(940
|
)
|
|
74,725
|
|
|
Prepaid expenses
|
266
|
|
|
316
|
|
|
10,753
|
|
|
—
|
|
|
11,335
|
|
|
Other current assets
|
175
|
|
|
3,338
|
|
|
11,803
|
|
|
—
|
|
|
15,316
|
|
|
Total current assets
|
(448,834
|
)
|
|
515,914
|
|
|
129,122
|
|
|
(940
|
)
|
|
195,262
|
|
|
Property and equipment, net
|
7,044
|
|
|
60,382
|
|
|
214,952
|
|
|
—
|
|
|
282,378
|
|
|
Investments
|
901,275
|
|
|
271,278
|
|
|
—
|
|
|
(1,172,553
|
)
|
|
—
|
|
|
Goodwill
|
—
|
|
|
19,614
|
|
|
45,169
|
|
|
—
|
|
|
64,783
|
|
|
Intangible assets
|
—
|
|
|
5,961
|
|
|
4
|
|
|
—
|
|
|
5,965
|
|
|
Non-current deferred tax asset
|
—
|
|
|
—
|
|
|
10,103
|
|
|
—
|
|
|
10,103
|
|
|
Other assets
|
—
|
|
|
—
|
|
|
9,358
|
|
|
—
|
|
|
9,358
|
|
|
Total assets
|
$
|
459,485
|
|
|
$
|
873,149
|
|
|
$
|
408,708
|
|
|
$
|
(1,173,493
|
)
|
|
$
|
567,849
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
Notes payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,398
|
|
|
$
|
—
|
|
|
$
|
8,398
|
|
|
Accounts payable
|
1,963
|
|
|
11,431
|
|
|
26,462
|
|
|
—
|
|
|
39,856
|
|
|
Accrued expenses
|
26,186
|
|
|
8,214
|
|
|
29,755
|
|
|
—
|
|
|
64,155
|
|
|
Current maturities of long-term debt
|
1,800
|
|
|
2,329
|
|
|
6,485
|
|
|
—
|
|
|
10,614
|
|
|
Total current liabilities
|
29,949
|
|
|
21,974
|
|
|
71,100
|
|
|
—
|
|
|
123,023
|
|
|
Long-term debt, net of current maturities
|
467,605
|
|
|
—
|
|
|
6,299
|
|
|
—
|
|
|
473,904
|
|
|
Liabilities under capital leases
|
4,159
|
|
|
2,831
|
|
|
8,962
|
|
|
—
|
|
|
15,952
|
|
|
Non-current deferred tax liability
|
3,439
|
|
|
—
|
|
|
9,458
|
|
|
—
|
|
|
12,897
|
|
|
Pension, other post-retirement and post-employment obligations
|
21,402
|
|
|
1,434
|
|
|
46,369
|
|
|
—
|
|
|
69,205
|
|
|
Other long-term liabilities
|
—
|
|
|
—
|
|
|
9,334
|
|
|
—
|
|
|
9,334
|
|
|
Intercompany loans
|
71,692
|
|
|
(108,319
|
)
|
|
36,627
|
|
|
—
|
|
|
—
|
|
|
Total stockholders’ (deficit) equity
|
(138,761
|
)
|
|
955,229
|
|
|
220,559
|
|
|
(1,173,493
|
)
|
|
(136,466
|
)
|
|
Total liabilities and stockholders’ (deficit) equity
|
$
|
459,485
|
|
|
$
|
873,149
|
|
|
$
|
408,708
|
|
|
$
|
(1,173,493
|
)
|
|
$
|
567,849
|
|
Xerium Technologies, Inc.
Consolidating Statement of Operations and Comprehensive (Loss) Income
For the three months ended
June 30, 2018
(Dollars in thousands, and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
Total
Guarantors
|
|
Total Non
Guarantors
|
|
Other
Eliminations
|
|
The
Company
|
|
Net sales
|
$
|
—
|
|
|
$
|
42,262
|
|
|
$
|
88,285
|
|
|
$
|
(5,263
|
)
|
|
$
|
125,284
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold
|
—
|
|
|
27,470
|
|
|
54,169
|
|
|
(5,329
|
)
|
|
76,310
|
|
|
Selling
|
65
|
|
|
4,449
|
|
|
10,735
|
|
|
—
|
|
|
15,249
|
|
|
General and administrative
|
6,816
|
|
|
(3,353
|
)
|
|
13,753
|
|
|
—
|
|
|
17,216
|
|
|
Research and development
|
294
|
|
|
840
|
|
|
479
|
|
|
—
|
|
|
1,613
|
|
|
Restructuring
|
13
|
|
|
90
|
|
|
103
|
|
|
—
|
|
|
206
|
|
|
|
7,188
|
|
|
29,496
|
|
|
79,239
|
|
|
(5,329
|
)
|
|
110,594
|
|
|
(Loss) income from operations
|
(7,188
|
)
|
|
12,766
|
|
|
9,046
|
|
|
66
|
|
|
14,690
|
|
|
Interest expense, net
|
(12,089
|
)
|
|
(457
|
)
|
|
(584
|
)
|
|
—
|
|
|
(13,130
|
)
|
|
Foreign exchange loss
|
(2,259
|
)
|
|
(197
|
)
|
|
(670
|
)
|
|
—
|
|
|
(3,126
|
)
|
|
Equity in subsidiaries income
|
15,891
|
|
|
4,847
|
|
|
—
|
|
|
(20,738
|
)
|
|
—
|
|
|
Other components of net periodic pension cost
|
(129
|
)
|
|
(191
|
)
|
|
58
|
|
|
—
|
|
|
(262
|
)
|
|
Dividend income
|
859
|
|
|
859
|
|
|
—
|
|
|
(1,718
|
)
|
|
—
|
|
|
(Loss) income before provision for income taxes
|
(4,915
|
)
|
|
17,627
|
|
|
7,850
|
|
|
(22,390
|
)
|
|
(1,828
|
)
|
|
Benefit from (provision for) income taxes
|
571
|
|
|
(222
|
)
|
|
(2,865
|
)
|
|
—
|
|
|
(2,516
|
)
|
|
Net (loss) income
|
$
|
(4,344
|
)
|
|
$
|
17,405
|
|
|
$
|
4,985
|
|
|
$
|
(22,390
|
)
|
|
$
|
(4,344
|
)
|
|
Comprehensive (loss) income
|
$
|
(1,808
|
)
|
|
$
|
17,568
|
|
|
$
|
(16,509
|
)
|
|
$
|
(22,390
|
)
|
|
$
|
(23,139
|
)
|
Xerium Technologies, Inc.
Consolidating Statement of Operations and Comprehensive (Loss) Income
For the three months ended
June 30, 2017
(Dollars in thousands, and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
Total
Guarantors
|
|
Total Non
Guarantors
|
|
Other
Eliminations
|
|
The
Company
|
|
Net sales
|
$
|
—
|
|
|
$
|
45,920
|
|
|
$
|
80,736
|
|
|
$
|
(6,317
|
)
|
|
$
|
120,339
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold
|
58
|
|
|
29,544
|
|
|
48,016
|
|
|
(6,274
|
)
|
|
71,344
|
|
|
Selling
|
256
|
|
|
5,317
|
|
|
10,363
|
|
|
—
|
|
|
15,936
|
|
|
General and administrative
|
5,453
|
|
|
496
|
|
|
9,314
|
|
|
—
|
|
|
15,263
|
|
|
Research and development
|
200
|
|
|
1,017
|
|
|
449
|
|
|
—
|
|
|
1,666
|
|
|
Restructuring and impairment
|
31
|
|
|
207
|
|
|
636
|
|
|
—
|
|
|
874
|
|
|
|
5,998
|
|
|
36,581
|
|
|
68,778
|
|
|
(6,274
|
)
|
|
105,083
|
|
|
(Loss) income from operations
|
(5,998
|
)
|
|
9,339
|
|
|
11,958
|
|
|
(43
|
)
|
|
15,256
|
|
|
Interest expense, net
|
(12,289
|
)
|
|
(436
|
)
|
|
(556
|
)
|
|
—
|
|
|
(13,281
|
)
|
|
Foreign exchange (loss) gain
|
(1,296
|
)
|
|
152
|
|
|
(102
|
)
|
|
—
|
|
|
(1,246
|
)
|
|
Equity in subsidiaries income
|
6,289
|
|
|
19,453
|
|
|
—
|
|
|
(25,742
|
)
|
|
—
|
|
|
Other components of net periodic pension cost
|
(133
|
)
|
|
(188
|
)
|
|
14
|
|
|
—
|
|
|
(307
|
)
|
|
Loss on extinguishment of debt
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
Dividend income
|
9,966
|
|
|
(1,275
|
)
|
|
12,384
|
|
|
(21,075
|
)
|
|
—
|
|
|
(Loss) income before provision for income taxes
|
(3,468
|
)
|
|
27,045
|
|
|
23,698
|
|
|
(46,860
|
)
|
|
415
|
|
|
Benefit from (provision for) income taxes
|
57
|
|
|
(322
|
)
|
|
(3,561
|
)
|
|
—
|
|
|
(3,826
|
)
|
|
Net (loss) income
|
$
|
(3,411
|
)
|
|
$
|
26,723
|
|
|
$
|
20,137
|
|
|
$
|
(46,860
|
)
|
|
$
|
(3,411
|
)
|
|
Comprehensive (loss) income
|
$
|
(4,346
|
)
|
|
$
|
26,808
|
|
|
$
|
24,252
|
|
|
$
|
(46,860
|
)
|
|
$
|
(146
|
)
|
Xerium Technologies, Inc.
Consolidating Statement of Operations and Comprehensive Income (Loss)
For the
six
months ended
June 30, 2018
(Dollars in thousands, and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
Total Guarantors
|
|
Total Non Guarantors
|
|
Other Eliminations
|
|
The Company
|
|
Net sales
|
$
|
—
|
|
|
$
|
88,416
|
|
|
$
|
173,294
|
|
|
$
|
(10,351
|
)
|
|
$
|
251,359
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold
|
—
|
|
|
57,405
|
|
|
108,164
|
|
|
(10,417
|
)
|
|
155,152
|
|
|
Selling
|
116
|
|
|
9,165
|
|
|
21,645
|
|
|
—
|
|
|
30,926
|
|
|
General and administrative
|
6,871
|
|
|
(7,116
|
)
|
|
30,558
|
|
|
—
|
|
|
30,313
|
|
|
Research and development
|
630
|
|
|
1,656
|
|
|
895
|
|
|
—
|
|
|
3,181
|
|
|
Restructuring
|
13
|
|
|
533
|
|
|
484
|
|
|
—
|
|
|
1,030
|
|
|
|
7,630
|
|
|
61,643
|
|
|
161,746
|
|
|
(10,417
|
)
|
|
220,602
|
|
|
(Loss) income from operations
|
(7,630
|
)
|
|
26,773
|
|
|
11,548
|
|
|
66
|
|
|
30,757
|
|
|
Interest expense, net
|
(23,996
|
)
|
|
(897
|
)
|
|
(1,002
|
)
|
|
—
|
|
|
(25,895
|
)
|
|
Foreign exchange (loss) gain
|
(1,659
|
)
|
|
110
|
|
|
(1,045
|
)
|
|
—
|
|
|
(2,594
|
)
|
|
Equity in subsidiaries income
|
27,864
|
|
|
7,129
|
|
|
—
|
|
|
(34,993
|
)
|
|
—
|
|
|
Other components of net periodic pension cost
|
(257
|
)
|
|
(383
|
)
|
|
112
|
|
|
—
|
|
|
(528
|
)
|
|
Dividend income
|
3,367
|
|
|
3,369
|
|
|
—
|
|
|
(6,736
|
)
|
|
—
|
|
|
(Loss) income before provision for income taxes
|
(2,311
|
)
|
|
36,101
|
|
|
9,613
|
|
|
(41,663
|
)
|
|
1,740
|
|
|
Benefit from (provision for) income taxes
|
198
|
|
|
(221
|
)
|
|
(3,830
|
)
|
|
—
|
|
|
(3,853
|
)
|
|
Net (loss) income
|
$
|
(2,113
|
)
|
|
$
|
35,880
|
|
|
$
|
5,783
|
|
|
$
|
(41,663
|
)
|
|
$
|
(2,113
|
)
|
|
Comprehensive income (loss)
|
$
|
3
|
|
|
$
|
36,013
|
|
|
$
|
(9,130
|
)
|
|
$
|
(41,663
|
)
|
|
$
|
(14,777
|
)
|
Xerium Technologies, Inc.
Consolidating Statement of Operations and Comprehensive (Loss) Income
For the
six
months ended
June 30, 2017
(Dollars in thousands, and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
Total
Guarantors
|
|
Total Non
Guarantors
|
|
Other
Eliminations
|
|
The
Company
|
|
Net sales
|
$
|
—
|
|
|
$
|
92,990
|
|
|
$
|
161,830
|
|
|
$
|
(14,615
|
)
|
|
$
|
240,205
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold
|
57
|
|
|
60,525
|
|
|
97,574
|
|
|
(14,572
|
)
|
|
143,584
|
|
|
Selling
|
489
|
|
|
10,361
|
|
|
20,760
|
|
|
—
|
|
|
31,610
|
|
|
General and administrative
|
8,023
|
|
|
1,375
|
|
|
18,288
|
|
|
—
|
|
|
27,686
|
|
|
Research and development
|
499
|
|
|
1,948
|
|
|
963
|
|
|
—
|
|
|
3,410
|
|
|
Restructuring
|
92
|
|
|
848
|
|
|
3,098
|
|
|
—
|
|
|
4,038
|
|
|
|
9,160
|
|
|
75,057
|
|
|
140,683
|
|
|
(14,572
|
)
|
|
210,328
|
|
|
(Loss) income from operations
|
(9,160
|
)
|
|
17,933
|
|
|
21,147
|
|
|
(43
|
)
|
|
29,877
|
|
|
Interest expense, net
|
(24,627
|
)
|
|
(784
|
)
|
|
(1,133
|
)
|
|
—
|
|
|
(26,544
|
)
|
|
Foreign exchange (loss) gain
|
(1,767
|
)
|
|
218
|
|
|
(822
|
)
|
|
—
|
|
|
(2,371
|
)
|
|
Equity in subsidiaries income
|
15,003
|
|
|
11,451
|
|
|
—
|
|
|
(26,454
|
)
|
|
—
|
|
|
Other components of net periodic pension cost
|
(265
|
)
|
|
(376
|
)
|
|
(27
|
)
|
|
—
|
|
|
(668
|
)
|
|
Loss on extinguishment of debt
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
Dividend income
|
14,229
|
|
|
6,846
|
|
|
—
|
|
|
(21,075
|
)
|
|
—
|
|
|
(Loss) income before provision for income taxes
|
(6,619
|
)
|
|
35,288
|
|
|
19,165
|
|
|
(47,572
|
)
|
|
262
|
|
|
Benefit from (provision for) income taxes
|
374
|
|
|
(463
|
)
|
|
(6,418
|
)
|
|
—
|
|
|
(6,507
|
)
|
|
Net (loss) income
|
$
|
(6,245
|
)
|
|
$
|
34,825
|
|
|
$
|
12,747
|
|
|
$
|
(47,572
|
)
|
|
$
|
(6,245
|
)
|
|
Comprehensive (loss) income
|
$
|
(8,031
|
)
|
|
$
|
34,918
|
|
|
$
|
27,345
|
|
|
$
|
(47,572
|
)
|
|
$
|
6,660
|
|
Xerium Technologies, Inc.
Consolidating Statement of Cash Flows
For the
six
months ended
June 30, 2018
(Dollars in thousands, and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
Total
Guarantors
|
|
Total Non
Guarantors
|
|
Other
Eliminations
|
|
The
Company
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
$
|
(2,113
|
)
|
|
$
|
35,880
|
|
|
$
|
5,783
|
|
|
$
|
(41,663
|
)
|
|
$
|
(2,113
|
)
|
|
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
618
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
618
|
|
|
Depreciation
|
1,153
|
|
|
3,935
|
|
|
10,513
|
|
|
—
|
|
|
15,601
|
|
|
Amortization of intangible assets
|
—
|
|
|
611
|
|
|
2
|
|
|
—
|
|
|
613
|
|
|
Deferred financing cost amortization
|
1,776
|
|
|
—
|
|
|
88
|
|
|
—
|
|
|
1,864
|
|
|
Foreign exchange (gain) loss on revaluation of debt
|
(136
|
)
|
|
—
|
|
|
561
|
|
|
—
|
|
|
425
|
|
|
Deferred taxes
|
(531
|
)
|
|
—
|
|
|
(211
|
)
|
|
—
|
|
|
(742
|
)
|
|
Loss (gain) on disposition of property and equipment
|
—
|
|
|
101
|
|
|
(174
|
)
|
|
—
|
|
|
(73
|
)
|
|
Provision for doubtful accounts
|
—
|
|
|
30
|
|
|
227
|
|
|
—
|
|
|
257
|
|
|
Undistributed equity in earnings of subsidiaries
|
(27,864
|
)
|
|
(7,129
|
)
|
|
—
|
|
|
34,993
|
|
|
—
|
|
|
Change in assets and liabilities which (used) provided cash:
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
(19
|
)
|
|
623
|
|
|
(9,467
|
)
|
|
—
|
|
|
(8,863
|
)
|
|
Inventories
|
—
|
|
|
1,163
|
|
|
(2,054
|
)
|
|
(66
|
)
|
|
(957
|
)
|
|
Prepaid expenses
|
(725
|
)
|
|
185
|
|
|
(1,981
|
)
|
|
—
|
|
|
(2,521
|
)
|
|
Other current assets
|
25
|
|
|
(371
|
)
|
|
415
|
|
|
—
|
|
|
69
|
|
|
Accounts payable and accrued expenses
|
3,713
|
|
|
641
|
|
|
1,761
|
|
|
—
|
|
|
6,115
|
|
|
Deferred and other long-term liabilities
|
(545
|
)
|
|
349
|
|
|
(1,450
|
)
|
|
—
|
|
|
(1,646
|
)
|
|
Intercompany loans
|
34,733
|
|
|
(28,182
|
)
|
|
(6,551
|
)
|
|
—
|
|
|
—
|
|
|
Net cash provided by (used in) operating activities
|
10,085
|
|
|
7,836
|
|
|
(2,538
|
)
|
|
(6,736
|
)
|
|
8,647
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
(325
|
)
|
|
(1,072
|
)
|
|
(3,531
|
)
|
|
—
|
|
|
(4,928
|
)
|
|
Intercompany property and equipment transfers, net
|
438
|
|
|
(109
|
)
|
|
(329
|
)
|
|
—
|
|
|
—
|
|
|
Proceeds from disposals of property and equipment
|
—
|
|
|
22
|
|
|
437
|
|
|
—
|
|
|
459
|
|
|
Net cash provided by (used in) investing activities
|
113
|
|
|
(1,159
|
)
|
|
(3,423
|
)
|
|
—
|
|
|
(4,469
|
)
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
Proceeds from borrowings
|
29,311
|
|
|
—
|
|
|
12,314
|
|
|
—
|
|
|
41,625
|
|
|
Principal payments on debt
|
(29,343
|
)
|
|
—
|
|
|
(15,439
|
)
|
|
—
|
|
|
(44,782
|
)
|
|
Dividends paid
|
—
|
|
|
(3,367
|
)
|
|
(3,369
|
)
|
|
6,736
|
|
|
—
|
|
|
Payment of obligations under capital leases
|
(965
|
)
|
|
(1,399
|
)
|
|
(306
|
)
|
|
—
|
|
|
(2,670
|
)
|
|
Intercompany loans
|
(7,904
|
)
|
|
(1,918
|
)
|
|
9,822
|
|
|
—
|
|
|
—
|
|
|
Employee taxes paid on equity awards
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
Net cash (used in) provided by financing activities
|
(8,960
|
)
|
|
(6,684
|
)
|
|
3,022
|
|
|
6,736
|
|
|
(5,886
|
)
|
|
Effect of exchange rate changes on cash flows
|
—
|
|
|
(2
|
)
|
|
(761
|
)
|
|
—
|
|
|
(763
|
)
|
|
Net increase (decrease) in cash
|
1,238
|
|
|
(9
|
)
|
|
(3,700
|
)
|
|
—
|
|
|
(2,471
|
)
|
|
Cash and cash equivalents at beginning of period
|
3,578
|
|
|
57
|
|
|
13,618
|
|
|
—
|
|
|
17,253
|
|
|
Cash and cash equivalents at end of period
|
$
|
4,816
|
|
|
$
|
48
|
|
|
$
|
9,918
|
|
|
$
|
—
|
|
|
$
|
14,782
|
|
Xerium Technologies, Inc.
Consolidating Statement of Cash Flows
For the
six
months ended
June 30, 2017
(Dollars in thousands, and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
Total
Guarantors
|
|
Total Non
Guarantors
|
|
Other
Eliminations
|
|
The
Company
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
$
|
(6,245
|
)
|
|
$
|
34,825
|
|
|
$
|
12,747
|
|
|
$
|
(47,572
|
)
|
|
$
|
(6,245
|
)
|
|
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
2,046
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,046
|
|
|
Depreciation
|
1,157
|
|
|
4,136
|
|
|
10,369
|
|
|
—
|
|
|
15,662
|
|
|
Amortization of intangible assets
|
—
|
|
|
492
|
|
|
54
|
|
|
—
|
|
|
546
|
|
|
Deferred financing cost amortization
|
1,762
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
1,810
|
|
|
Foreign exchange loss on revaluation of debt
|
819
|
|
|
—
|
|
|
(285
|
)
|
|
—
|
|
|
534
|
|
|
Deferred taxes
|
(438
|
)
|
|
—
|
|
|
750
|
|
|
—
|
|
|
312
|
|
|
Asset impairment
|
—
|
|
|
49
|
|
|
6
|
|
|
—
|
|
|
55
|
|
|
Loss on disposition of property and equipment
|
—
|
|
|
(72
|
)
|
|
(13
|
)
|
|
—
|
|
|
(85
|
)
|
|
Loss on extinguishment of debt
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
Provision for doubtful accounts
|
—
|
|
|
(12
|
)
|
|
154
|
|
|
—
|
|
|
142
|
|
|
Undistributed equity in earnings of subsidiaries
|
(15,003
|
)
|
|
(11,451
|
)
|
|
—
|
|
|
26,454
|
|
|
—
|
|
|
Change in assets and liabilities which provided (used) cash:
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
40
|
|
|
(3,705
|
)
|
|
(1,735
|
)
|
|
—
|
|
|
(5,400
|
)
|
|
Inventories
|
—
|
|
|
(490
|
)
|
|
(2,766
|
)
|
|
43
|
|
|
(3,213
|
)
|
|
Prepaid expenses
|
(904
|
)
|
|
402
|
|
|
61
|
|
|
—
|
|
|
(441
|
)
|
|
Other current assets
|
—
|
|
|
(39
|
)
|
|
(1,140
|
)
|
|
—
|
|
|
(1,179
|
)
|
|
Accounts payable and accrued expenses
|
(1,800
|
)
|
|
1,229
|
|
|
1,099
|
|
|
—
|
|
|
528
|
|
|
Deferred and other long-term liabilities
|
(71
|
)
|
|
337
|
|
|
(2,372
|
)
|
|
—
|
|
|
(2,106
|
)
|
|
Intercompany loans
|
21,928
|
|
|
(20,713
|
)
|
|
(1,215
|
)
|
|
—
|
|
|
—
|
|
|
Net cash provided by (used in) operating activities
|
3,323
|
|
|
4,988
|
|
|
15,762
|
|
|
(21,075
|
)
|
|
2,998
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
(407
|
)
|
|
(568
|
)
|
|
(7,542
|
)
|
|
—
|
|
|
(8,517
|
)
|
|
Intercompany property and equipment transfers, net
|
(3
|
)
|
|
32
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
Proceeds from disposals of property and equipment
|
—
|
|
|
258
|
|
|
32
|
|
|
—
|
|
|
290
|
|
|
Net cash used in investing activities
|
(410
|
)
|
|
(278
|
)
|
|
(7,539
|
)
|
|
—
|
|
|
(8,227
|
)
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
Proceeds from borrowings
|
55,213
|
|
|
—
|
|
|
11,365
|
|
|
—
|
|
|
66,578
|
|
|
Principal payments on debt
|
(49,556
|
)
|
|
—
|
|
|
(9,726
|
)
|
|
—
|
|
|
(59,282
|
)
|
|
Dividends paid
|
—
|
|
|
(7,238
|
)
|
|
(13,837
|
)
|
|
21,075
|
|
|
—
|
|
|
Payments of obligations under capitalized leases
|
(1,322
|
)
|
|
(1,296
|
)
|
|
(176
|
)
|
|
—
|
|
|
(2,794
|
)
|
|
Payment of deferred financing fees
|
(427
|
)
|
|
—
|
|
|
34
|
|
|
—
|
|
|
(393
|
)
|
|
Intercompany loans
|
(6,003
|
)
|
|
3,557
|
|
|
2,446
|
|
|
—
|
|
|
—
|
|
|
Employee taxes paid on equity awards
|
(832
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(832
|
)
|
|
Net cash (used in) provided by financing activities
|
(2,927
|
)
|
|
(4,977
|
)
|
|
(9,894
|
)
|
|
21,075
|
|
|
3,277
|
|
|
Effect of exchange rate changes on cash flows
|
—
|
|
|
(1
|
)
|
|
204
|
|
|
—
|
|
|
203
|
|
|
Net decrease in cash
|
(14
|
)
|
|
(268
|
)
|
|
(1,467
|
)
|
|
—
|
|
|
(1,749
|
)
|
|
Cash and cash equivalents at beginning of period
|
1,368
|
|
|
279
|
|
|
11,161
|
|
|
—
|
|
|
12,808
|
|
|
Cash and cash equivalents at end of period
|
$
|
1,354
|
|
|
$
|
11
|
|
|
$
|
9,694
|
|
|
$
|
—
|
|
|
$
|
11,059
|
|
