Supplemental Guarantor Financial Information | 3 Months Ended |
Mar. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information |
On May 26, 2011, the Company closed on the sale of its Notes. The Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed on a senior unsecured basis by all of the domestic wholly owned subsidiaries of the Company (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 Xerium Technologies, Inc. (referred to as “Parent” for the purpose of this note only) 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—(Unaudited) |
At March 31, 2015 |
(Dollars in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Total | | Total Non | | Other | | The |
Guarantors | Guarantors | Eliminations | Company |
ASSETS | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | 735 | | | $ | (15 | ) | | $ | 8,106 | | | $ | — | | | $ | 8,826 | |
|
Accounts receivable, net | 97 | | | 22,078 | | | 55,794 | | | — | | | 77,969 | |
|
Intercompany receivables | (102,773 | ) | | 111,030 | | | (8,257 | ) | | — | | | — | |
|
Inventories, net | — | | | 16,263 | | | 60,419 | | | (871 | ) | | 75,811 | |
|
Prepaid expenses | 1,875 | | | 927 | | | 5,336 | | | — | | | 8,138 | |
|
Other current assets | — | | | 1,695 | | | 12,828 | | | — | | | 14,523 | |
|
Total current assets | (100,066 | ) | | 151,978 | | | 134,226 | | | (871 | ) | | 185,267 | |
|
Property and equipment, net | 16,701 | | | 59,242 | | | 215,647 | | | — | | | 291,590 | |
|
Investments | 798,802 | | | 183,408 | | | — | | | (982,210 | ) | | — | |
|
Goodwill | — | | | 17,737 | | | 38,525 | | | — | | | 56,262 | |
|
Intangible assets | 8,191 | | | 1,595 | | | 931 | | | — | | | 10,717 | |
|
Non-current deferred tax asset | — | | | — | | | 8,485 | | | — | | | 8,485 | |
|
Other assets | — | | | 364 | | | 8,336 | | | — | | | 8,700 | |
|
Total assets | $ | 723,628 | | | $ | 414,324 | | | $ | 406,150 | | | $ | (983,081 | ) | | $ | 561,021 | |
|
| | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Accounts payable | $ | 2,842 | | | $ | 9,216 | | | $ | 25,012 | | | $ | — | | | $ | 37,070 | |
|
Accrued expenses | 14,197 | | | 8,351 | | | 35,215 | | | — | | | 57,763 | |
|
Current notes payable | — | | | — | | | 3,267 | | | — | | | 3,267 | |
|
Current maturities of long-term debt | 2,772 | | | 449 | | | 2,406 | | | — | | | 5,627 | |
|
Total current liabilities | 19,811 | | | 18,016 | | | 65,900 | | | — | | | 103,727 | |
|
Long-term debt, net of current maturities | 460,279 | | | — | | | — | | | — | | | 460,279 | |
|
Capitalized lease obligations | 3,206 | | | 495 | | | 694 | | | — | | | 4,395 | |
|
Non-current deferred tax liability | 607 | | | 1,035 | | | 5,679 | | | — | | | 7,321 | |
|
Pension, other post-retirement and post-employment obligations | 22,009 | | | 1,569 | | | 51,637 | | | — | | | 75,215 | |
|
Other long-term liabilities | 200 | | | — | | | 12,791 | | | — | | | 12,991 | |
|
Intercompany loans | 307,868 | | | (397,350 | ) | | 89,482 | | | — | | | — | |
|
Total stockholders’ (deficit) equity | (90,352 | ) | | 790,559 | | | 179,967 | | | (983,081 | ) | | (102,907 | ) |
|
Total liabilities and stockholders’ equity | $ | 723,628 | | | $ | 414,324 | | | $ | 406,150 | | | $ | (983,081 | ) | | $ | 561,021 | |
|
Xerium Technologies, Inc. |
Consolidating Balance Sheet |
At December 31, 2014 |
(Dollars in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Total | | Total Non | | Other | | The |
Guarantors | Guarantors | Eliminations | Company |
ASSETS | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | 605 | | | $ | (15 | ) | | $ | 8,927 | | | $ | — | | | $ | 9,517 | |
|
Accounts receivable, net | 50 | | | 22,358 | | | 60,661 | | | — | | | 83,069 | |
|
Intercompany receivables | (107,064 | ) | | 107,590 | | | (526 | ) | | — | | | — | |
|
Inventories, net | — | | | 17,310 | | | 67,016 | | | (776 | ) | | 83,550 | |
|
Prepaid expenses | 546 | | | 1,470 | | | 6,456 | | | — | | | 8,472 | |
|
Other current assets | — | | | 2,021 | | | 13,693 | | | — | | | 15,714 | |
|
Total current assets | (105,863 | ) | | 150,734 | | | 156,227 | | | (776 | ) | | 200,322 | |
|
Property and equipment, net | 12,365 | | | 59,448 | | | 231,804 | | | — | | | 303,617 | |
|
Investments | 782,633 | | | 229,109 | | | — | | | (1,011,742 | ) | | — | |
|
Goodwill | — | | | 17,737 | | | 44,190 | | | — | | | 61,927 | |
|
Intangible assets | 9,001 | | | 1,664 | | | 1,042 | | | — | | | 11,707 | |
|
Non-current deferred tax asset | — | | | — | | | 10,662 | | | | | 10,662 | |
|
Other assets | — | | | 364 | | | 5,445 | | | — | | | 5,809 | |
|
Total assets | $ | 698,136 | | | $ | 459,056 | | | $ | 449,370 | | | $ | (1,012,518 | ) | | $ | 594,044 | |
|
| | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Accounts payable | $ | 2,679 | | | $ | 10,212 | | | $ | 28,936 | | | $ | — | | | $ | 41,827 | |
|
Accrued expenses | 8,511 | | | 8,301 | | | 39,297 | | | — | | | 56,109 | |
|
Current notes payable | — | | | — | | | 244 | | | — | | | 244 | |
|
Current maturities of long-term debt | 2,944 | | | — | | | 1,462 | | | — | | | 4,406 | |
|
Total current liabilities | 14,134 | | | 18,513 | | | 69,939 | | | — | | | 102,586 | |
|
Long-term debt, net of current maturities | 460,840 | | | — | | | — | | | — | | | 460,840 | |
|
Liabilities under capital leases | 3,503 | | | 440 | | | 2 | | | — | | | 3,945 | |
|
Non-current deferred tax liability | 97 | | | 1,035 | | | 9,284 | | | — | | | 10,416 | |
|
Pension, other post-retirement and post-employment obligations | 22,070 | | | 1,200 | | | 57,201 | | | — | | | 80,471 | |
|
Other long-term liabilities | 181 | | | — | | | 9,715 | | | — | | | 9,896 | |
|
Intercompany loans | 289,896 | | | (401,482 | ) | | 111,586 | | | — | | | — | |
|
Total stockholders’ (deficit) equity | (92,585 | ) | | 839,350 | | | 191,643 | | | (1,012,518 | ) | | (74,110 | ) |
|
Total liabilities and stockholders’ (deficit) equity | $ | 698,136 | | | $ | 459,056 | | | $ | 449,370 | | | $ | (1,012,518 | ) | | $ | 594,044 | |
|
Xerium Technologies, Inc. |
Consolidating Statement of Operations and Comprehensive Income (Loss) (Unaudited) |
For the three months ended March 31, 2015 |
(Dollars in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Total | | Total Non | | Other | | The |
Guarantors | Guarantors | Eliminations | Company |
Net sales | $ | — | | | $ | 42,850 | | | $ | 81,688 | | | $ | (3,509 | ) | | $ | 121,029 | |
|
Costs and expenses: | | | | | | | | | |
Cost of products sold | (348 | ) | | 29,378 | | | 46,860 | | | (3,414 | ) | | 72,476 | |
|
Selling | 268 | | | 4,801 | | | 11,257 | | | — | | | 16,326 | |
|
General and administrative | 2,828 | | | 1,411 | | | 9,607 | | | — | | | 13,846 | |
|
Research and development | 232 | | | 1,196 | | | 534 | | | — | | | 1,962 | |
|
Restructuring and impairment | 7,952 | | | 175 | | | (5,903 | ) | | — | | | 2,224 | |
|
| 10,932 | | | 36,961 | | | 62,355 | | | (3,414 | ) | | 106,834 | |
|
(Loss) income from operations | (10,932 | ) | | 5,889 | | | 19,333 | | | (95 | ) | | 14,195 | |
|
Interest (expense) income, net | (9,399 | ) | | 1,160 | | | (1,425 | ) | | — | | | (9,664 | ) |
|
Foreign exchange gain (loss) | 213 | | | (141 | ) | | 905 | | | — | | | 977 | |
|
Equity in subsidiaries income | 21,669 | | | 5,223 | | | — | | | (26,892 | ) | | — | |
|
Dividend income | 700 | | | 700 | | | (1,400 | ) | | — | | | — | |
|
Income before provision for income taxes | 2,251 | | | 12,831 | | | 17,413 | | | (26,987 | ) | | 5,508 | |
|
Provision for income taxes | (518 | ) | | (29 | ) | | (3,228 | ) | | — | | | (3,775 | ) |
|
Net income | $ | 1,733 | | | $ | 12,802 | | | $ | 14,185 | | | $ | (26,987 | ) | | $ | 1,733 | |
|
Comprehensive income (loss) | $ | 1,631 | | | $ | 13,443 | | | $ | (17,485 | ) | | $ | (26,987 | ) | | $ | (29,398 | ) |
|
|
Xerium Technologies, Inc. |
Consolidating Statement of Operations and Comprehensive Income-(Unaudited) |
For the three months ended March 31, 2014 |
(Dollars in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Total | | Total Non | | Other | | The |
Guarantors | Guarantors | Eliminations | Company |
Net sales | $ | — | | | $ | 43,156 | | | $ | 99,265 | | | $ | (9,037 | ) | | $ | 133,384 | |
|
Costs and expenses: | | | | | | | | | |
Cost of products sold | (419 | ) | | 29,999 | | | 60,731 | | | (9,093 | ) | | 81,218 | |
|
Selling | 113 | | | 5,068 | | | 12,997 | | | — | | | 18,178 | |
|
General and administrative | 1,884 | | | 2,520 | | | 10,393 | | | — | | | 14,797 | |
|
Research and development | 276 | | | 1,118 | | | 552 | | | — | | | 1,946 | |
|
Restructuring and impairment | (18 | ) | | 237 | | | 4,432 | | | — | | | 4,651 | |
|
| 1,836 | | | 38,942 | | | 89,105 | | | (9,093 | ) | | 120,790 | |
|
(Loss) income from operations | (1,836 | ) | | 4,214 | | | 10,160 | | | 56 | | | 12,594 | |
|
Interest (expense) income, net | (8,242 | ) | | 1,395 | | | (1,810 | ) | | — | | | (8,657 | ) |
|
Foreign exchange loss | (12 | ) | | (81 | ) | | (784 | ) | | — | | | (877 | ) |
|
Equity in subsidiaries income | 11,731 | | | 5,892 | | | — | | | (17,623 | ) | | — | |
|
Income before provision for income taxes | 1,641 | | | 11,420 | | | 7,566 | | | (17,567 | ) | | 3,060 | |
|
Provision for income taxes | (474 | ) | | (34 | ) | | (1,385 | ) | | — | | | (1,893 | ) |
|
Net income | $ | 1,167 | | | $ | 11,386 | | | $ | 6,181 | | | $ | (17,567 | ) | | $ | 1,167 | |
|
Comprehensive income | $ | 1,578 | | | $ | 11,116 | | | $ | 4,115 | | | $ | (17,567 | ) | | $ | (758 | ) |
|
|
|
|
Xerium Technologies, Inc. |
Consolidating Statement of Cash Flows-(Unaudited) |
For the three months ended March 31, 2015 |
(Dollars in thousands) |
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Total | | Total Non | | Other | | The |
Guarantors | Guarantors | Eliminations | Company |
Operating activities | | | | | | | | | |
Net income | $ | 1,733 | | | $ | 12,802 | | | $ | 14,185 | | | $ | (26,987 | ) | | $ | 1,733 | |
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | | | | | | | | | |
Stock-based compensation | 752 | | | — | | | 70 | | | — | | | 822 | |
|
Depreciation | 361 | | | 1,719 | | | 5,083 | | | — | | | 7,163 | |
|
Amortization of intangibles | — | | | 69 | | | 10 | | | — | | | 79 | |
|
Deferred financing cost amortization | 852 | | | — | | | 23 | | | — | | | 875 | |
|
Foreign exchange gain on revaluation of debt | (1,973 | ) | | — | | | — | | | — | | | (1,973 | ) |
|
Deferred tax expense | 511 | | | — | | | 468 | | | — | | | 979 | |
|
Loss (gain) on disposition of property and equipment | — | | | 25 | | | (11 | ) | | — | | | 14 | |
|
Provision for doubtful accounts | — | | | 49 | | | 423 | | | — | | | 472 | |
|
Undistributed equity in earnings of subsidiaries | (21,669 | ) | | (5,223 | ) | | — | | | 26,892 | | | — | |
|
Change in assets and liabilities which provided (used) cash: | | | | | | | | | | |
|
Accounts receivable | (47 | ) | | 231 | | | (776 | ) | | — | | | (592 | ) |
|
Inventories | — | | | 1,047 | | | 294 | | | 95 | | | 1,436 | |
|
Prepaid expenses | (1,328 | ) | | 543 | | | 810 | | | — | | | 25 | |
|
Other current assets | — | | | 326 | | | (2,005 | ) | | — | | | (1,679 | ) |
|
Accounts payable and accrued expenses | 5,618 | | | (947 | ) | | (2,453 | ) | | — | | | 2,218 | |
|
Deferred and other long-term liabilities | (42 | ) | | 347 | | | (3,876 | ) | | — | | | (3,571 | ) |
|
Intercompany loans | (4,290 | ) | | (3,343 | ) | | 7,633 | | | — | | | — | |
|
Net cash (used in) provided by operating activities | (19,522 | ) | | 7,645 | | | 19,878 | | | — | | | 8,001 | |
|
Investing activities | | | | | | | | | |
Capital expenditures, gross | (4,697 | ) | | (1,103 | ) | | (6,355 | ) | | — | | | (12,155 | ) |
|
Intercompany property and equipment transfers, net | — | | | 191 | | | (191 | ) | | — | | | — | |
|
Proceeds from disposals of property and equipment | — | | | 26 | | | 6 | | | — | | | 32 | |
|
Net cash used in investing activities | (4,697 | ) | | (886 | ) | | (6,540 | ) | | — | | | (12,123 | ) |
|
Financing activities | | | | | | | | | — | |
|
Proceeds from borrowings | 13,516 | | | — | | | 9,052 | | | — | | | 22,568 | |
|
Principal payments on debt | (14,059 | ) | | — | | | (4,272 | ) | | — | | | (18,331 | ) |
|
Dividends paid | — | | | (1,400 | ) | | 1,400 | | | — | | | — | |
|
Payment of obligations under capital leases | (161 | ) | | (101 | ) | | (3 | ) | | — | | | (265 | ) |
|
Payment of financing fees | (34 | ) | | — | | | 9 | | | — | | | (25 | ) |
|
Intercompany loans | 19,587 | | | (5,258 | ) | | (14,329 | ) | | — | | | — | |
|
Other financing activities | 5,500 | | | | | (5,500 | ) | | | | — | |
|
Net cash provided by (used in) financing activities | 24,349 | | | (6,759 | ) | | (13,643 | ) | | — | | | 3,947 | |
|
Effect of exchange rate changes on cash flows | — | | | — | | | (516 | ) | | — | | | (516 | ) |
|
Net increase (decrease) in cash | 130 | | | — | | | (821 | ) | | — | | | (691 | ) |
|
Cash and cash equivalents at beginning of period | 605 | | | (15 | ) | | 8,927 | | | — | | | 9,517 | |
|
Cash and cash equivalents at end of period | $ | 735 | | | $ | (15 | ) | | $ | 8,106 | | | $ | — | | | $ | 8,826 | |
|
|
Xerium Technologies, Inc. |
Consolidating Statement of Cash Flows (Unaudited) |
For the three months ended March 31, 2014 |
(Dollars in Thousands) |
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Total | | Total Non | | Other | | The |
Guarantors | Guarantors | Eliminations | Company |
Operating activities | | | | | | | | | |
Net income | $ | 1,167 | | | $ | 11,386 | | | $ | 6,181 | | | $ | (17,567 | ) | | $ | 1,167 | |
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | | | | | | | | | |
Stock-based compensation | 456 | | | — | | | 53 | | | — | | | 509 | |
|
Depreciation | 108 | | | 1,850 | | | 6,275 | | | — | | | 8,233 | |
|
Amortization of intangibles | — | | | 384 | | | 32 | | | — | | | 416 | |
|
Deferred financing cost amortization | 716 | | | — | | | — | | | — | | | 716 | |
|
Foreign exchange gain on revaluation of debt | (1,103 | ) | | — | | | — | | | — | | | (1,103 | ) |
|
Deferred taxes | 282 | | | — | | | (1,090 | ) | | — | | | (808 | ) |
|
Loss on disposition of property and equipment | — | | | 22 | | | 5 | | | — | | | 27 | |
|
Provision for doubtful accounts | — | | | 165 | | | 80 | | | — | | | 245 | |
|
Undistributed equity in earnings of subsidiaries | (11,731 | ) | | (5,892 | ) | | — | | | 17,623 | | | — | |
|
Change in assets and liabilities which provided (used) cash: | | | | | | | | | | |
|
Accounts receivable | (61 | ) | | (1,762 | ) | | (5,229 | ) | | — | | | (7,052 | ) |
|
Inventories | — | | | (387 | ) | | (3,605 | ) | | (56 | ) | | (4,048 | ) |
|
Prepaid expenses | 201 | | | (351 | ) | | 1,750 | | | — | | | 1,600 | |
|
Other current assets | 515 | | | (623 | ) | | 927 | | | — | | | 819 | |
|
Accounts payable and accrued expenses | 2,767 | | | (11 | ) | | 1,446 | | | — | | | 4,202 | |
|
Deferred and other long-term liabilities | (182 | ) | | (828 | ) | | (1,150 | ) | | — | | | (2,160 | ) |
|
Intercompany loans | (1,171 | ) | | 1,401 | | | (230 | ) | | — | | | — | |
|
Net cash (used in) provided by operating activities | (8,036 | ) | | 5,354 | | | 5,445 | | | — | | | 2,763 | |
|
Investing activities | | | | | | | | | |
Capital expenditures, gross | (5,537 | ) | | (922 | ) | | (4,035 | ) | | — | | | (10,494 | ) |
|
Intercompany property and equipment transfers, net | — | | | — | | | — | | | — | | | — | |
|
Proceeds from disposals of property and equipment | — | | | 35 | | | 8 | | | — | | | 43 | |
|
Net cash used in investing activities | (5,537 | ) | | (887 | ) | | (4,027 | ) | | — | | | (10,451 | ) |
|
Financing activities | | | | | | | | | — | |
|
Proceeds from borrowings | 7,580 | | | — | | | — | | | — | | | 7,580 | |
|
Principal payments on debt | (6,600 | ) | | — | | | — | | | — | | | (6,600 | ) |
|
Payments of obligations under capitalized leases | (126 | ) | | (64 | ) | | — | | | — | | | (190 | ) |
|
Payment of deferred financing fees | (710 | ) | | — | | | — | | | — | | | (710 | ) |
|
Intercompany loans | 9,994 | | | (4,404 | ) | | (5,590 | ) | | — | | | — | |
|
Net cash provided by (used in) financing activities | 10,138 | | | (4,468 | ) | | (5,590 | ) | | — | | | 80 | |
|
Effect of exchange rate changes on cash flows | — | | | — | | | (95 | ) | | — | | | (95 | ) |
|
Net (decrease) increase in cash | (3,435 | ) | | (1 | ) | | (4,267 | ) | | — | | | (7,703 | ) |
|
Cash and cash equivalents at beginning of period | 4,120 | | | (10 | ) | | 21,606 | | | — | | | 25,716 | |
|
Cash and cash equivalents at end of period | $ | 685 | | | $ | (11 | ) | | $ | 17,339 | | | $ | — | | | $ | 18,013 | |
|
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