Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | XRM | |
Entity Registrant Name | XERIUM TECHNOLOGIES INC | |
Entity Central Index Key | 1,287,151 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 16,010,059 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 10,591 | $ 9,839 |
Accounts receivable, net | 72,016 | 68,562 |
Inventories, net | 74,234 | 71,698 |
Prepaid expenses | 7,743 | 6,649 |
Other current assets | 16,925 | 16,869 |
Total current assets | 181,509 | 173,617 |
Property and equipment, net | 304,055 | 297,083 |
Goodwill | 60,947 | 58,599 |
Intangible assets | 7,868 | 1,547 |
Non-current deferred tax asset | 10,366 | 9,325 |
Other assets | 10,832 | 10,203 |
Total assets | 575,577 | 550,374 |
Current liabilities: | ||
Notes payable | 6,630 | 6,556 |
Accounts payable | 39,100 | 40,696 |
Accrued expenses | 55,496 | 56,076 |
Current maturities of long-term debt | 8,731 | 5,410 |
Total current liabilities | 109,957 | 108,738 |
Long-term debt, net of current maturities | 467,480 | 462,470 |
Liabilities under capital leases | 21,461 | 8,737 |
Non-current deferred tax liability | 10,113 | 8,770 |
Pension, other post-retirement and post-employment obligations | 59,795 | 63,606 |
Other long-term liabilities | 5,565 | 11,123 |
Commitments and contingencies | ||
Stockholders’ deficit | ||
Preferred stock, $0.001 par value, 1,000,000 shares authorized; no shares outstanding as of June 30, 2016 and December 31, 2015 | 0 | 0 |
Common stock, $0.001 par value, 20,000,000 shares authorized; 16,010,059 and 15,745,914 shares outstanding as of June 30, 2016 and December 31, 2015, respectively | 16 | 16 |
Paid-in capital | 430,449 | 430,054 |
Accumulated deficit | (420,783) | (421,448) |
Accumulated other comprehensive loss | (108,476) | (121,692) |
Total stockholders’ deficit | (98,794) | (113,070) |
Total liabilities and stockholders’ deficit | $ 575,577 | $ 550,374 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, shares outstanding (in shares) | 16,010,059 | 15,745,914 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Net Sales | $ 123,973 | $ 123,128 | $ 238,938 | $ 244,157 |
Costs and expenses: | ||||
Cost of products sold | 75,782 | 73,686 | 147,210 | 146,162 |
Selling | 15,735 | 16,429 | 31,456 | 32,756 |
General and administrative | 13,427 | 12,045 | 24,934 | 25,890 |
Research and development | 1,545 | 1,892 | 3,486 | 3,854 |
Restructuring | 2,777 | 5,509 | 5,609 | 7,733 |
Costs and expenses | 109,266 | 109,561 | 212,695 | 216,395 |
Income from operations | 14,707 | 13,567 | 26,243 | 27,762 |
Interest expense, net | (10,658) | (8,705) | (20,999) | (18,369) |
Foreign exchange (loss) gain | (72) | (885) | (47) | 92 |
Income before provision for income taxes | 3,977 | 3,977 | 5,197 | 9,485 |
Provision for income taxes | (1,867) | (4,680) | (4,532) | (8,454) |
Net income (loss) | 2,110 | (703) | 665 | 1,031 |
Comprehensive income (loss) | $ 6,508 | $ 6,704 | $ 13,881 | $ (22,693) |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ 0.13 | $ (0.05) | $ 0.04 | $ 0.07 |
Diluted (in dollars per share) | $ 0.13 | $ (0.05) | $ 0.04 | $ 0.06 |
Shares used in computing net income (loss) per share: | ||||
Basic (in shares) | 15,995,071 | 15,593,668 | 15,891,309 | 15,568,955 |
Diluted (in shares) | 16,619,082 | 15,593,668 | 16,787,087 | 16,544,887 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities | ||
Net income | $ 665 | $ 1,031 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation | 1,426 | 1,626 |
Depreciation | 16,082 | 14,259 |
Amortization of intangibles | 304 | 158 |
Deferred financing cost amortization | 1,542 | 1,771 |
Foreign exchange loss (gain) on revaluation of debt | 151 | (915) |
Deferred taxes | (797) | 1,607 |
Loss on disposition of property and equipment | 78 | 28 |
Provision for doubtful accounts | (16) | 178 |
Change in assets and liabilities which provided (used) cash: | ||
Accounts receivable | 1,003 | (156) |
Inventories | 2,353 | 1,985 |
Prepaid expenses | (851) | (1,241) |
Other current assets | 71 | (1,006) |
Accounts payable and accrued expenses | (5,413) | 896 |
Deferred and other long-term liabilities | 533 | (5,316) |
Net cash provided by operating activities | 17,131 | 14,905 |
Investing activities | ||
Capital expenditures | (5,972) | (27,914) |
Proceeds from disposals of property and equipment | 117 | 62 |
Acquisition costs | (16,225) | 0 |
Net cash used in investing activities | (22,080) | (27,852) |
Financing activities | ||
Proceeds from borrowings | 39,864 | 42,985 |
Principal payments on debt | (29,703) | (30,274) |
Payment of financing fees | (24) | (27) |
Payment of obligations under capital leases | (1,726) | (557) |
Employee taxes paid on equity awards | (1,031) | (234) |
Net cash provided by financing activities | 7,380 | 11,893 |
Effect of exchange rate changes on cash flows | (1,679) | 760 |
Net increase (decrease) in cash | 752 | (294) |
Cash and cash equivalents at beginning of period | 9,839 | 9,517 |
Cash and cash equivalents at end of period | 10,591 | 9,223 |
Accrued construction in process | $ 0 | $ 1,952 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Significant Accounting Policies | Description of Business and Significant Accounting Policies Description of Business Xerium Technologies, Inc. (the "Company") is a leading global provider of industrial consumables and mechanical services 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, 2016 and for the three and six months ended June 30, 2016 and 2015 include the accounts of the Company and its wholly-owned subsidiaries and 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, 2015 as reported on the Company's Annual Report on Form 10-K filed on March 14, 2016. 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: June 30, December 31, Raw materials $ 14,784 $ 12,389 Work in process 26,984 25,203 Finished goods (includes consigned inventory of $6,261 at June 30, 2016 and $6,513 at December 31, 2015) 39,317 40,058 Inventory allowances (6,851 ) (5,952 ) $ 74,234 $ 71,698 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, 2016 , the Company evaluated events and business conditions to determine if a test for an impairment of goodwill was warranted. No such events or business conditions took place during this period, therefore no test was determined to be warranted at June 30, 2016 . 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, 2016 and 2015: Beginning Balance Charged to Cost of Sales Effect of Foreign Currency Translation Deduction from Reserves Ending Balance Six Months Ended June 30, 2016: $ 2,175 $ 796 $ 56 $ (431 ) $ 2,596 Six Months Ended June 30, 2015: $ 2,685 $ 747 $ (94 ) $ (1,076 ) $ 2,262 Net Income (Loss) Per Common Share Net income (loss) per common share has been computed and presented pursuant to the provisions of ASC Topic 260, Earnings per Share (“Topic 260”). Net income (loss) per share is based on the weighted-average number of shares outstanding during the period. As of June 30, 2016 and 2015, the Company had outstanding restricted stock units (“RSUs”), deferred stock units (“DSUs”) and options. The following table sets forth the computation of basic and diluted weighted-average shares: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Weighted-average common shares outstanding–basic 15,995,071 15,593,668 15,891,309 15,568,955 Dilutive effect of stock-based compensation awards outstanding 624,011 — 895,778 975,932 Weighted-average common shares outstanding–diluted 16,619,082 15,593,668 16,787,087 16,544,887 The following table sets forth the aggregate of the dilutive securities that were outstanding in the three and six months ended June 30, 2016 and 2015, but were not included in the computation of diluted earnings per share because the impact would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Anti-dilutive securities 637,621 1,411,669 365,854 12,182 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. For the three and six months ended June 30, 2016 and 2015, the Company had no impairment charges included in restructuring expense. New Accounting Pronouncements In March of 2016, t he FASB issued Accounting Standards Update No 2016-09 Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 will change certain aspects of accounting for share-based payments to employees. The new guidance will require all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. ASU 2016-09 is required to be adopted in January of 2017. The Company early adopted this standard at June 30, 2016 and as a result classified $1.0 million and $234 thousand of employee taxes paid on equity awards as a financing activity in the statement of cash flows, for the six months ended June 30, 2016 and June 30, 2015 respectively. The remaining provisions of ASU 2016-09 did not have a material impact on the accompanying condensed consolidated financial statements. In February of 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 15 December 2018, and interim periods within those years. For all other entities, it is effective for annual periods beginning after 15 December 2019, and interim periods the following year. Early adoption is permitted for all entities. The Company is in the process of evaluating this accounting standard update. In November of 2015, the FASB issued ASU 2015-17 Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). This guidance requires companies to classify all deferred tax assets and liabilities as non-current on the balance sheet instead of separating deferred taxes into current and non-current amounts. For public companies, the guidance is effective for financial statements issued for annual periods beginning after 15 December 2016 (i.e., 2017 for a calendar-year company) and interim periods within those annual periods. For all other entities, the guidance is effective for financial statements issued for annual periods beginning after 15 December 2017 (i.e., 2018 for a calendar-year company), and interim periods within annual periods beginning a year later. Early adoption of the guidance is permitted. Companies can adopt the guidance either prospectively or retrospectively. The Company is in the process of evaluating this accounting standard update and does not expect that adopting ASU 2015-17 will have a material impact on its consolidated financial statements. In July of 2015, the FASB issued Accounting Standards Update Inventory ("ASU 2015-11"). ASU 2015-11 applies only to first-in, first-out (FIFO) and average cost inventory costing methods and will reduce costs and increase comparability for these methods. There will be no change for last-in, first-out, (LIFO) or retail inventory methods as the costs of transitioning to a new method would outweigh the benefits due to the complexity of these methods. Under this ASU, inventory should be measured at the lower of cost and net realizable value (selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation). When the net realizable value of inventory is less than its cost, the difference will be recognized as a loss in earnings in the period in which it occurs. This ASU more closely aligns the measurement of inventory under GAAP with International Financial Reporting Standards guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and for other entities, the amendments are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments should be applied prospectively, and early application is permitted as of the beginning of an interim or annual reporting period. The Company is in the process of evaluating this accounting standard update. 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 is 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. In addition, in March of 2016, the FASB issued Accounting Standard Update No. 2016-08 P rincipal versus Agent Considerations (Reporting Revenue Gross vs. Net) ("ASU 2016-08"). ASU 2016-08 amends the principal versus agent guidance in ASU 2014-09, and clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transfered to the customer. ASU 2014-09 is required to be adopted in January of 2018. The Company is in the process of evaluating this accounting standard update. |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Business Acquisitions | Business Acquisitions On May 4, 2016, the Company acquired JJ Plank Corporation/Spencer Johnston (“Spencer Johnston”), a spreader roll company headquartered in Neenah, Wisconsin for a total purchase price of $18.0 million . This acquisition adds diversity to Xerium’s growing rolls business in North America and will expand its current product offerings, service capabilities and its markets served, strengthen its financial profile and grow its customer base. The Company acquired all of the assets and assumed certain liabilities of Spencer Johnston and obtained one hundred percent of the voting equity interest. Because the transaction was completed on May 4, 2016, the final purchase price allocation is preliminary and subject to change based on additional reviews performed, such as asset verification. Specific accounts subject to ongoing purchase accounting adjustments include but are not limited to working capital and goodwill. Therefore, the measurement period remains open as of June 30, 2016. The Company anticipates completing these purchase price accounting adjustments during the fourth quarter of 2016. The purchase price of $18.0 million resulted in net assets acquired other than goodwill of $15.3 million and goodwill of $2.7 million . All of the goodwill is allocated to the Rolls business segment. Goodwill represents the excess purchase price over the fair values of assets acquired and liabilities assumed. The goodwill was generated by the synergies the transaction provides. The Company incurred roughly $0.7 million of transaction related expenses during the six months ended June 30, 2016. These expenses were charged to SG&A expense in the period incurred. |
Derivatives and Hedging
Derivatives and Hedging | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | 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 interest rates or foreign exchange rates. Cash Flow Hedges of Interest Rate Risk From time to time, the Company uses interest rate derivatives to add stability to interest expense and to manage its exposure to interest rate movements. However, at June 30, 2016 , the Company had no interest rate swaps. 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 resulting from sales 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, 2016 and December 31, 2015 , 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, 2016 and December 31, 2015 and the change in fair value included in foreign exchange gain (loss) in the three and six months ended June 30, 2016 and 2015: June 30, 2016 December 31, 2015 Fair value of derivative asset (liability) $ (892 ) $ (1,188 ) Three Months Ended June 30, 2016 Three Months Ended Change in fair value of derivative included in foreign exchange loss $ (1,101 ) $ 605 Six Months Ended June 30, 2016 Six Months Ended June 30, 2015 Change in fair value of derivative included in foreign exchange loss $ 69 $ (1,454 ) The following represents the notional amounts of foreign exchange forward contracts at June 30, 2016 : Notional Sold Notional Purchased Non-designated hedges of foreign exchange risk $ 3,983 $ (60,149 ) 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. |
Long term Debt
Long term Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long term Debt | Long term Debt At June 30, 2016 and December 31, 2015 , long term debt consisted of the following: June 30, 2016 December 31, 2015 Senior secured term loan facility, payable quarterly, U.S. Dollar denominated–LIBOR $ 222,898 $ 223,937 Senior Notes (Unsecured), payable semi-annually–U.S. Dollar denominated interest rate fixed at 8.875%. Matures June of 2018. 236,410 236,410 Notes payable, working capital loan, variable interest rate at 2.05%. Matures June 30, 2016, with one-year rollover option. 6,630 6,556 Fixed asset loan contract, variable interest rate of 5.78%. Matures June of 2020. 8,076 8,548 Other debt 14,627 6,278 Total debt 488,641 481,729 Less deferred financing costs (5,800 ) (7,293 ) Less current maturities of long term debt and notes payable (15,361 ) (11,966 ) Total long term debt $ 467,480 $ 462,470 On May 17, 2013, the Company entered into a Credit and Guaranty Agreement for a $200.0 million term loan credit facility (the “Term Credit Facility”), net of a discount of $1.0 million , among the Company, certain direct and indirect U.S. subsidiaries of the Company as guarantors and certain financial institutions. The Company also entered into a Revolving Credit and Guaranty Agreement originally for a $40.0 million asset-based revolving credit facility subject to a borrowing base among Xerium Technologies, Inc., as a US borrower, Xerium Canada Inc., as Canadian borrower, certain direct and indirect U.S. subsidiaries of the Company as guarantors and certain financial institutions (the "Domestic Revolver"). On March 3, 2014, the Company entered into an amendment to the Revolving Credit and Guaranty Agreement (as amended, the “ABL Facility,” and collectively with the Term Credit Facility, the “Credit Facility”), increasing the aggregate availability under the ABL Facility to $55 million . On November 3, 2015, the Company refinanced its existing ABL Facility and entered into a new Revolving Credit and Guaranty Agreement (as amended, the "New ABL Facility") with one of its existing ABL lenders. The amount of the ABL Facility continues to provide aggregate availability of $55 million and the collateral pledged thereunder has remained the same. The New ABL Facility matures in November of 2020 and accrues interest at LIBOR plus a margin of 75 basis points, and is 4.50% at June 30, 2016 . On August 18, 2014, the Company entered into the Second Amendment to Credit and Guaranty Agreement (the “Second Amendment”). Under the Second Amendment, the Company borrowed an additional $30.0 million by utilizing the Incremental Facility. The $30.0 million in additional borrowings was used to finance a tax amnesty payment in Brazil. The Second Amendment made no changes to the repayment and other previously disclosed terms of the Credit Facility. The Credit Facility contains certain customary covenants that, subject to exceptions, restrict the Company's 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; • make capital expenditures in excess of $42 million per fiscal year, subject to adjustment; • engage in mergers, acquisitions and asset sales; • transact with affiliates; and • engage in businesses that are not related to the Company's existing business. On July 17, 2015 (the "Closing Date"), Xerium China, Co., Ltd. ("Xerium China"), a wholly-owned subsidiary of the Company entered into and closed 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 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 (the "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, 2016 is approximately 5.8% . 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 following the Closing Date, 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. As of June 30, 2016 , the outstanding balance of the Company's term debt under its Credit Facility and Notes was $459.3 million , which is net of a $0.6 million discount. In addition, as of June 30, 2016 , an aggregate of $23.3 million is available for additional borrowings. This availability represents a borrowing base of $35.3 million less $12.0 million of that facility committed for letters of credit or additional borrowings. As of June 30, 2016 , the carrying value of the Company’s long term debt was $475.6 million and its fair value was approximately $471.8 million . The Company determined the fair value of its debt utilizing significant other observable inputs (Level 2 of the fair value hierarchy). Capitalized Lease Liabilities As of June 30, 2016 , the Company had capitalized lease liabilities totaling $21.5 million . These amounts represent the lease on the corporate headquarters and the Kunshan, China facility, as well as other leases for software, vehicles and machinery and equipment. In addition, in April of 2016, the Company entered into sales - lease back arrangements totaling $6.0 million for various machinery and equipment in North America. The proceeds were used to partially fund the Spencer Johnston acquisition, which closed in May of 2016. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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, 2016 , the provision for income taxes was $1.9 million and $4.5 million as compared to $4.7 million and $8.5 million for the three and six months ended June 30, 2015 . The decrease in tax expense in the three and six months ended June 30, 2016 was primarily attributable to the geographic mix of earnings, as well as tax benefits from interest deductions in Brazil, as compared to tax expense in the prior quarter resulting from an increase in the unrecognized tax benefit due to the effects of income tax audits. 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 35.4% ; 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 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 the Company continues to reorganize and restructure its operations, it is possible that deferred tax assets, for which no income tax benefit has previously been provided, may more likely than not become realized. The Company continues to evaluate future operations and will record an income tax benefit in the period where it believes it is more likely than not that the deferred tax asset will be able to be realized. The most material unrecognized deferred tax asset relates to the U.S. By 2029, future U.S. earnings ranging between $30 million and $120 million , generated by U.S. earnings from continuing operations or qualified tax planning strategies, would be required in order to fully recognize the U.S. deferred tax asset. Historic and future ownership changes could potentially reduce the amount of net operating loss carry-forwards available for use. As of June 30, 2016 , the Company had a gross amount of unrecognized tax benefit of $7.7 million , exclusive of interest and penalties. The unrecognized tax benefit increased by approximately $210 thousand during the six months ended June 30, 2016 , as a result of new positions related to the current year and foreign currency effects. The Company’s policy is to recognize interest and penalties related to income tax matters as income tax expense, which were $4 thousand and $43 thousand related to the unrecognized tax benefits for the three and six months ended June 30, 2016 . The tax years 2002 through 2015 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. |
Pensions, Other Post-retirement
Pensions, Other Post-retirement and Post-employment Benefits | 6 Months Ended |
Jun. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Pensions, Other Post-retirement and Post-employment Benefits | 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. Curtailment accounting was triggered with the June 30, 2016 freeze of a North America rolls plant’s pension plan. As a result, a curtailment gain was recorded in the second quarter of 2016 in the amount of $2.7 million , as a reduction to pension liability, and a decrease to other comprehensive loss. 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, 2016 2015 2016 2015 Service cost $ 418 $ 554 $ 823 $ 1,390 Interest cost 1,531 1,097 3,016 2,767 Expected return on plan assets (1,596 ) (1,192 ) (3,144 ) (3,007 ) Amortization of net loss 575 495 1,133 1,256 Net periodic benefit cost $ 928 $ 954 $ 1,828 $ 2,406 |
Comprehensive Loss and Accumula
Comprehensive Loss and Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Comprehensive Loss and Accumulated Other Comprehensive Loss | Comprehensive Income and Accumulated Other Comprehensive Loss Comprehensive income for the three and six months ended June 30, 2016 (net of tax expense of $671 thousand and $738 thousand ) and 2015 (net of a tax benefit of $(766) thousand and net of tax expense of $86 thousand) is as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net income (loss) $ 2,110 $ (703 ) $ 665 $ 1,031 Foreign currency translation adjustments 1,268 6,489 9,728 (26,368 ) Pension liability changes under Topic 715 3,130 793 3,488 2,477 Change in value of derivative instruments — 125 — 167 Comprehensive income (loss) $ 6,508 $ 6,704 $ 13,881 $ (22,693 ) The components of accumulated other comprehensive loss for the three months ended June 30, 2016 are as follows (net of tax benefits of $6.3 million ): Foreign Currency Translation Adjustment Pension Liability Changes Under Topic 715 Change in Value of Derivative Instruments Accumulated Other Comprehensive (Loss) Income Balance at March 31, 2016 $ (77,522 ) $ (35,401 ) $ 49 $ (112,874 ) Other comprehensive loss before reclassifications 1,268 (146 ) — 1,122 Pension curtailment — 2,701 2,701 Amounts reclassified from other comprehensive loss: Amortization of actuarial losses — 575 — 575 Net current period other comprehensive income 1,268 3,130 — 4,398 Balance at June 30, 2016 $ (76,254 ) $ (32,271 ) $ 49 $ (108,476 ) The components of accumulated other comprehensive loss for the six months ended June 30, 2016 are as follows (net of tax benefits of $6.3 million ): Foreign Currency Translation Adjustment Pension Liability Changes Under Topic 715 Change in Value of Derivative Instruments Accumulated Other Comprehensive (Loss) Income Balance at December 31, 2015 $ (85,982 ) $ (35,759 ) $ 49 $ (121,692 ) Other comprehensive loss before reclassifications 9,728 (346 ) — 9,382 Pension curtailment 2,701 2,701 Amounts reclassified from other comprehensive loss: Amortization of actuarial losses — 1,133 — 1,133 Net current period other comprehensive income 9,728 3,488 — 13,216 Balance at June 30, 2016 $ (76,254 ) $ (32,271 ) $ 49 $ (108,476 ) For the three and six months ended June 30, 2016 , the amortization of actuarial losses is included in cost of products sold and general and administrative expenses in the Consolidated Statements of Operations. |
Restructuring Expense
Restructuring Expense | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Expense | Restructuring Expense For the six months ended June 30, 2016 , the Company incurred restructuring expenses of $5.6 million . These included $1.2 million of charges related to the closure of the Middletown, Va. facility and $4.4 million of charges relating to headcount reductions and other costs related to previous plant closures. For the six months ended June 30, 2015, the Company incurred restructuring expenses of $7.7 million . These included charges of $2.9 million relating to the closure of the Joao Pessoa, Brazil plant $2.4 million charges related to the closure of Warwick, Canada machine clothing facility, and $2.4 million of charges relating to headcount reductions and other costs related to previous plant closures. The following table sets forth the significant components of the restructuring accrual (included in Accrued Expenses on our Consolidated Balance Sheet), including activity under restructuring programs for the six months ended June 30, 2016 and 2015: Balance at Charges Currency Cash Balance at Severance and other benefits $ 5,308 $ 3,416 $ 58 $ (3,681 ) $ 5,101 Facility costs and other 903 2,193 10 (2,797 ) 309 Total $ 6,211 $ 5,609 $ 68 $ (6,478 ) $ 5,410 Balance at Charges Currency Cash Balance at Severance and other benefits $ 4,880 $ 4,331 $ (382 ) $ (2,202 ) $ 6,627 Facility costs and other 818 3,402 (62 ) (3,759 ) 399 Total $ 5,698 $ 7,733 $ (444 ) $ (5,961 ) $ 7,026 Restructuring and impairment 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, 2016 2015 2016 2015 Clothing $ 1,674 $ 5,009 $ 3,126 $ 7,101 Roll Covers 950 187 1,841 288 Corporate 153 313 642 344 Total $ 2,777 $ 5,509 $ 5,609 $ 7,733 |
Business Segment Information
Business Segment Information | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information The Company is a global manufacturer and supplier of consumable products used primarily in the production of paper 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 along the length of papermaking machines. The roll covers segment primarily represents the manufacture and refurbishment of covers used on the steel rolls of papermaking 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, yet after allocation of corporate charges. 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, 2016 and 2015. Clothing Roll Corporate Total Three Months Ended June 30, 2016: Net Sales $ 74,819 $ 49,154 $ — $ 123,973 Segment Earnings (Loss) $ 21,298 $ 10,641 $ (4,328 ) $ 27,611 Three Months Ended June 30, 2015: Net Sales $ 79,151 $ 43,977 $ — $ 123,128 Segment Earnings (Loss) $ 22,080 $ 9,087 $ (3,165 ) $ 28,002 For the six months ended June 30, 2016: Net Sales $ 146,156 $ 92,782 $ — $ 238,938 Segment Earnings (Loss) $ 39,936 $ 19,901 $ (8,267 ) $ 51,570 For the six months ended June 30, 2015: Net Sales $ 156,435 $ 87,722 $ — $ 244,157 Segment Earnings (Loss) $ 43,846 $ 17,178 $ (6,812 ) $ 54,212 Provided below is a reconciliation of Segment Earnings (Loss) to income before provision for income taxes for the three and six months ended June 30, 2016 and 2015, respectively. Three Months Ended Six Months Ended 2016 2015 2016 2015 Segment Earnings: Clothing $ 21,298 $ 22,080 $ 39,936 $ 43,846 Roll Covers 10,641 9,087 19,901 17,178 Corporate (4,328 ) (3,165 ) (8,267 ) (6,812 ) Stock-based compensation (834 ) (804 ) (1,426 ) (1,626 ) Interest expense, net (10,658 ) (8,705 ) (20,999 ) (18,369 ) Depreciation and amortization (8,392 ) (7,175 ) (16,386 ) (14,417 ) Restructuring expense (2,777 ) (5,509 ) (5,609 ) (7,733 ) Other non-recurring expense (434 ) (700 ) (668 ) (700 ) Plant startup costs (539 ) (1,132 ) (1,285 ) (1,882 ) Income before provision for income taxes $ 3,977 $ 3,977 $ 5,197 $ 9,485 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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, 2016 , 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 in excess of amounts provided which 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. |
Stock-Based Compensation and St
Stock-Based Compensation and Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation and Stockholders' Deficit | Stock-Based Compensation and Stockholders’ Deficit 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, options and DSUs. The Company recorded stock-based compensation expense during the three months ended June 30, 2016 and June 30, 2015 as follows: Three Months Ended Six Months Ended 2016 2015 2016 2015 RSU, Options and DSU Awards (1) $ 834 $ 804 $ 1,426 $ 1,626 (1) Related to RSUs, Options and DSUs awarded to certain employees and non-employee directors. Long-Term Incentive Program—2015 LTIP and 2014 LTIP During the six months ended June 30, 2016 , based on the current stock price of the Company, management performed a valuation on the market-based stock units, and determined the estimated payout to be at 0% under both the 2015 and 2014 LTIP plans, and reduced stock compensation by $0.2 million in accordance with ASC Topic 718, Compensation—Stock Compensation. Long-Term Incentive Program—2013 LTIP Awards under the 2013 LTIP vested on March 15, 2016, and were converted to 207,385 shares of common stock, net of withholdings. Summary of Activity under the Long-Term Incentive Plans On May 4, 2016, the Board of Directors approved the 2016 - 2018 Long-Term Incentive Plan (the “2016 - 2018 LTIP”) under the 2010 Equity Incentive Plan (the “2010 Plan”). Awards under the 2016 - 2018 LTIP are time-based, performance-based and market-based. A specific target share award has been set for each participant in the 2016 - 2018 LTIP. Awards will be paid in the form of shares of common stock of the Company, as described below: • 182,190 Time-based awards, or 35% of the total target award for each participant, have been granted in the form of time-based restricted stock units under the Company’s 2010 Plan. The time-based restricted stock units vest on the third anniversary of the date of grant. • 338,354 Performance-based and Market-based awards, 65% of the total target award for each participant, have been granted in the form of performance-based stock units under the 2010 Plan. Of these units, one third will vest based on the financial performance of the Company as measured by Adjusted EBITDA, one third will vest based on the free cash flow of the Company and the other one third will vest based on the stock price performance of the Company. 50% to 200% of the employee's total financial stock units. Upon attainment of cumulative Adjusted EBITDA equal to 90% or less of the targeted Adjusted EBITDA, none of the financial stock units will vest. Upon attainment of more than 90% of the targeted Adjusted EBITDA, the financial stock units will begin vesting on a straight-line basis from 50% of the financial stock units at 90% of the targeted Adjusted EBITDA to 100% of the financial stock units at 100% of the targeted Adjusted EBITDA, up to a maximum payout of 200% of the financial stock units at 110% of the targeted Adjusted EBITDA. Half of the performance-based stock units whose vesting is subject to the financial performance of the Company (the “financial stock units”) will vest based on the degree to which the Company achieves a targeted three -year cumulative Free Cash Flow metric, adjusted for currency fluctuations, over the performance period of January 1, 2016 through December 31, 2018. Financial stock units that vest will convert into shares of the Company’s common stock and be paid after the close of a three-year performance period. The amount of units that vest will range from 50% to 200% of the employee's total financial stock units. Upon attainment of cumulative Free Cash Flow equal to 88% or less of the targeted Free Cash Flow, none of the financial stock units will vest. Upon attainment of more than 88% of the targeted Free Cash Flow, the financial stock units will begin vesting on a straight-line basis from 50% of the financial stock units at 88% of the targeted Free Cash Flow to 100% of the financial stock units at 100% of the targeted Free Cash Flow, up to a maximum payout of 200% of the financial stock units at 113% of the targeted Free Cash Flow. three -year performance period of May 4, 2016 through May 4, 2019 (“TSR”) relative to the TSR over the same performance period of companies listed on the S&P Global Small Cap Index on the third anniversary of the grant date, or May 4, 2019. Market-based stock units that vest will convert into shares of the Company’s common stock and will be paid after the third anniversary of the grant date, or May 4, 2019. The amount of units that vest will range from 50% to 200% of the employee's total market-based stock units. If the Company’s TSR over the performance period is less than the 35th percentile TSR of companies in the S&P Global Small Cap Index, then no market-based units will vest. If the Company’s TSR over the performance period is equal to the 35th percentile TSR of the companies in the S&P Global Small Cap Index, then 50% of the market-based stock units will vest. Full payout at 100% of the market-based stock units will be made if the Company’s TSR over the performance period is equal to the 55th percentile TSR of companies in the S&P Global Small Cap Index and payout of 200% of the market-based stock units made if the Company's TSR over the performance period is equal to the 75th percentile TSR of companies in the S&P Global Small Cap Index. TSR performance between the 35th and 75th percentile TSR of companies in the S&P Global Small Cap Index will result in an interpolated payout percentage of the market-based stock units between 50% and 200% . Subject to early acceleration and payment under certain circumstances consistent with the terms of the Company’s 2016 - 2018 LTIP and LTIP Share Agreement thereunder, delivery of shares of common stock underlying the time-based and performance-based and market-based awards that become vested are subject to the participant’s continued service to the Company through May 4, 2019. 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 half of the annual retainer is payable in DSUs, with the remaining half 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 39,887 thousand DSUs under the 2011 DSU Plan for service during the six months ended June 30, 2016 . In addition, in accordance with the 2011 DSU Plan, as amended in January of 2015, 33,679 DSUs were settled in common stock during the six months ended June 30, 2016 . In addition, in March of 2016, 22,234 DSU's were settled in common stock in connection with the retirement of a director in September of 2015. |
Supplemental Guarantor Financia
Supplemental Guarantor Financial Information | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 (Dollars in thousands) Parent Total Total Non Other The ASSETS Current assets: Cash and cash equivalents $ 677 $ 512 $ 9,402 $ — $ 10,591 Accounts receivable, net 29 21,771 50,216 — 72,016 Intercompany receivables (393,637 ) 401,246 (7,609 ) — — Inventories, net — 16,178 58,952 (896 ) 74,234 Prepaid expenses 628 1,297 5,818 — 7,743 Other current assets — 2,519 14,406 — 16,925 Total current assets (392,303 ) 443,523 131,185 (896 ) 181,509 Property and equipment, net 8,903 73,242 221,910 — 304,055 Investments 860,087 228,864 — (1,088,951 ) — Goodwill — 20,413 40,534 — 60,947 Intangible assets — 7,756 112 — 7,868 Non-current deferred tax asset — — 10,366 — 10,366 Other assets — — 10,832 — 10,832 Total assets $ 476,687 $ 773,798 $ 414,939 $ (1,089,847 ) $ 575,577 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Notes payable $ — $ — $ 6,630 $ — $ 6,630 Accounts payable 2,548 11,993 24,559 — 39,100 Accrued expenses 13,087 8,861 33,548 — 55,496 Current maturities of long-term debt 4,531 2,370 1,830 — 8,731 Total current liabilities 20,166 23,224 66,567 — 109,957 Long-term debt, net of current maturities 460,996 — 6,484 — 467,480 Liabilities under capital leases 6,887 5,426 9,148 — 21,461 Non-current deferred tax liability (1,400 ) 1,243 10,270 — 10,113 Pension, other post-retirement and post-employment obligations 18,956 674 40,165 — 59,795 Other long-term liabilities — 1,250 4,315 — 5,565 Intercompany loans 61,423 (107,720 ) 46,297 — — Total stockholders’ (deficit) equity (90,341 ) 849,701 231,693 (1,089,847 ) (98,794 ) Total liabilities and stockholders’ equity $ 476,687 $ 773,798 $ 414,939 $ (1,089,847 ) $ 575,577 Xerium Technologies, Inc. Consolidating Balance Sheet At December 31, 2015 (Dollars in thousands) Parent Total Total Non Other The ASSETS Current assets: Cash and cash equivalents $ 3,105 $ (2 ) $ 6,736 $ — $ 9,839 Accounts receivable, net 20 18,585 49,957 — 68,562 Intercompany receivables (110,541 ) 113,736 (3,195 ) — — Inventories, net — 14,694 57,929 (925 ) 71,698 Prepaid expenses 510 1,330 4,809 — 6,649 Other current assets — 2,849 14,020 — 16,869 Total current assets (106,906 ) 151,192 130,256 (925 ) 173,617 Property and equipment, net 9,518 68,075 219,490 — 297,083 Investments 837,064 207,443 — (1,044,507 ) — Goodwill — 17,737 40,862 — 58,599 Intangible assets — 1,389 158 — 1,547 Non-current deferred tax asset — — 9,325 — 9,325 Other assets — — 10,203 — 10,203 Total assets $ 739,676 $ 445,836 $ 410,294 $ (1,045,432 ) $ 550,374 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Notes payable $ — $ — $ 6,556 $ — $ 6,556 Accounts payable 2,642 11,100 26,954 — 40,696 Accrued expenses 12,661 9,668 33,747 — 56,076 Current maturities of long-term debt 2,663 1,937 810 — 5,410 Total current liabilities 17,966 22,705 68,067 — 108,738 Long-term debt, net of current maturities 451,923 — 10,547 — 462,470 Liabilities under capital leases 3,276 4,425 1,036 — 8,737 Non-current deferred tax liability (1,515 ) 1,243 9,042 — 8,770 Pension, other post-retirement and post-employment obligations 19,950 2,619 41,037 — 63,606 Other long-term liabilities — — 11,123 — 11,123 Intercompany loans 341,412 (403,154 ) 61,742 — — Total stockholders’ (deficit) equity (93,336 ) 817,998 207,700 (1,045,432 ) (113,070 ) Total liabilities and stockholders’ (deficit) equity $ 739,676 $ 445,836 $ 410,294 $ (1,045,432 ) $ 550,374 Xerium Technologies, Inc. Consolidating Statement of Operations and Comprehensive (Loss) Income (Unaudited) For the three months ended June 30, 2016 (Dollars in thousands) Parent Total Total Non Other The Net sales $ — $ 46,080 $ 85,386 $ (7,493 ) $ 123,973 Costs and expenses: Cost of products sold — 30,738 52,662 (7,618 ) 75,782 Selling 197 5,131 10,407 — 15,735 General and administrative 3,479 1,047 8,901 — 13,427 Research and development 182 928 435 — 1,545 Restructuring 213 640 1,924 — 2,777 4,071 38,484 74,329 (7,618 ) 109,266 (Loss) income from operations (4,071 ) 7,596 11,057 125 14,707 Interest (expense) income, net (10,011 ) 320 (967 ) — (10,658 ) Foreign exchange (loss) gain (134 ) 19 43 — (72 ) Equity in subsidiaries income 13,921 8,755 — (22,676 ) — Dividend income 2,400 — — (2,400 ) — Income (loss) before provision for income taxes 2,105 16,690 10,133 (24,951 ) 3,977 Provision for income taxes 5 (261 ) (1,611 ) — (1,867 ) Net income (loss) $ 2,110 $ 16,429 $ 8,522 $ (24,951 ) $ 2,110 Comprehensive income (loss) $ 3,205 $ 19,002 $ 9,252 $ (24,951 ) $ 6,508 Xerium Technologies, Inc. Consolidating Statement of Operations and Comprehensive Income (Loss)-(Unaudited) For the three months ended June 30, 2015 (Dollars in thousands) Parent Total Total Non Other The Net sales $ — $ 41,587 $ 90,149 $ (8,608 ) $ 123,128 Costs and expenses: Cost of products sold 19 27,544 54,624 (8,501 ) 73,686 Selling 271 5,049 11,109 — 16,429 General and administrative 2,055 1,469 8,521 — 12,045 Research and development 241 1,194 457 — 1,892 Restructuring 313 140 5,056 — 5,509 2,899 35,396 79,767 (8,501 ) 109,561 (Loss) income from operations (2,899 ) 6,191 10,382 (107 ) 13,567 Interest (expense) income, net (9,292 ) 973 (386 ) — (8,705 ) Foreign exchange (loss) gain (370 ) (94 ) (421 ) — (885 ) Equity in subsidiaries income 6,759 4,926 — (11,685 ) — Dividend income 5,387 — — (5,387 ) — (Loss) income before provision for income taxes (415 ) 11,996 9,575 (17,179 ) 3,977 Provision for income taxes (288 ) (43 ) (4,349 ) — (4,680 ) Net (loss) income $ (703 ) $ 11,953 $ 5,226 $ (17,179 ) $ (703 ) Comprehensive income (loss) $ 725 $ 11,928 $ 11,230 $ (17,179 ) $ 6,704 Xerium Technologies, Inc. Consolidating Statement of Operations and Comprehensive (Loss) Income (Unaudited) For the six months ended June 30, 2016 (Dollars in thousands) Parent Total Total Non Other The Net sales $ — $ 86,668 $ 166,986 $ (14,716 ) $ 238,938 Costs and expenses: Cost of products sold — 59,034 102,921 (14,745 ) 147,210 Selling 501 10,142 20,813 — 31,456 General and administrative 6,170 1,970 16,794 — 24,934 Research and development 563 2,019 904 — 3,486 Restructuring 642 1,668 3,299 — 5,609 7,876 74,833 144,731 (14,745 ) 212,695 (Loss) income from operations (7,876 ) 11,835 22,255 29 26,243 Interest (expense) income, net (19,725 ) 837 (2,111 ) — (20,999 ) Foreign exchange (loss) gain (117 ) (35 ) 105 — (47 ) Equity in subsidiaries income 23,023 16,559 — (39,582 ) — Dividend income 5,545 — — (5,545 ) — Income (loss) before provision for income taxes 850 29,196 20,249 (45,098 ) 5,197 Provision for income taxes (185 ) (263 ) (4,084 ) — (4,532 ) Net income (loss) $ 665 $ 28,933 $ 16,165 $ (45,098 ) $ 665 Comprehensive income (loss) $ 2,599 $ 31,496 $ 24,884 $ (45,098 ) $ 13,881 Xerium Technologies, Inc. Consolidating Statement of Operations and Comprehensive Income (Loss)-(Unaudited) For the six months ended June 30, 2015 (Dollars in thousands) Parent Total Total Non Other The Net sales $ — $ 84,438 $ 176,657 $ (16,938 ) $ 244,157 Costs and expenses: Cost of products sold (328 ) 56,922 106,304 (16,736 ) 146,162 Selling 539 9,850 22,367 32,756 General and administrative 4,882 2,881 18,127 — 25,890 Research and development 472 2,390 992 — 3,854 Restructuring 8,266 315 (848 ) — 7,733 13,831 72,358 146,942 (16,736 ) 216,395 (Loss) income from operations (13,831 ) 12,080 29,715 (202 ) 27,762 Interest (expense) income, net (18,691 ) 2,133 (1,811 ) — (18,369 ) Foreign exchange (loss) gain (157 ) (235 ) 484 — 92 Equity in subsidiaries income 28,428 11,549 — (39,977 ) — Dividend income 6,087 — — (6,087 ) — Income (loss) before provision for income taxes 1,836 25,527 28,388 (46,266 ) 9,485 Provision for income taxes (805 ) (72 ) (7,577 ) — (8,454 ) Net income (loss) $ 1,031 $ 25,455 $ 20,811 $ (46,266 ) $ 1,031 Comprehensive income (loss) $ 2,356 $ 26,071 $ (4,854 ) $ (46,266 ) $ (22,693 ) Xerium Technologies, Inc. Consolidating Statement of Cash Flows-(Unaudited) For the six months ended June 30, 2016 (Dollars in thousands) Parent Total Total Non Other The Operating activities Net income (loss) $ 665 $ 28,933 $ 16,165 $ (45,098 ) $ 665 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Stock-based compensation 1,426 — — — 1,426 Depreciation 1,121 4,128 10,833 — 16,082 Amortization of intangibles — 256 48 — 304 Deferred financing cost amortization 1,493 — 49 — 1,542 Foreign exchange gain on revaluation of debt 151 — — — 151 Deferred taxes 115 — (912 ) — (797 ) Loss on disposition of property and equipment — — 78 — 78 Provision for doubtful accounts — (17 ) 1 — (16 ) Undistributed equity in earnings of subsidiaries (23,023 ) (16,559 ) — 39,582 — Change in assets and liabilities which provided (used) cash: Accounts receivable (8 ) (509 ) 1,520 — 1,003 Inventories — 956 1,426 (29 ) 2,353 Prepaid expenses (118 ) 33 (766 ) — (851 ) Other current assets — 329 (258 ) — 71 Accounts payable and accrued expenses 390 (1,623 ) (4,180 ) — (5,413 ) Deferred and other long-term liabilities (9 ) 256 286 — 533 Intercompany loans 283,096 (287,521 ) 4,425 — — Net cash provided by (used in) operating activities 265,299 (271,338 ) 28,715 (5,545 ) 17,131 Investing activities Capital expenditures (382 ) (1,459 ) (4,131 ) — (5,972 ) Intercompany property and equipment transfers, net (2 ) 2 — — — Proceeds from disposals of property and equipment — 5 112 — 117 Acquisition costs — (16,225 ) — — (16,225 ) Net cash used in investing activities (384 ) (17,677 ) (4,019 ) — (22,080 ) Financing activities Proceeds from borrowings 37,542 — 2,322 — 39,864 Principal payments on debt (24,178 ) — (5,525 ) — (29,703 ) Dividends paid — (5,545 ) — 5,545 — Payment of obligations under capital leases (424 ) (1,123 ) (179 ) — (1,726 ) Payment of financing fees (60 ) — 36 — (24 ) Intercompany loans (279,192 ) 296,197 (17,005 ) — — Employee taxes paid on equity awards (1,031 ) — — — (1,031 ) Net cash (used in) provided by financing activities (267,343 ) 289,529 (20,351 ) 5,545 7,380 Effect of exchange rate changes on cash flows — — (1,679 ) — (1,679 ) Net (decrease) increase in cash (2,428 ) 514 2,666 — 752 Cash and cash equivalents at beginning of period $ 3,105 $ (2 ) $ 6,736 $ — $ 9,839 Cash and cash equivalents at end of period $ 677 $ 512 $ 9,402 $ — $ 10,591 Xerium Technologies, Inc. Consolidating Statement of Cash Flows (Unaudited) For the six months ended June 30, 2015 (Dollars in Thousands) Parent Total Total Non Other The Operating activities Net income (loss) $ 1,031 $ 25,455 $ 20,811 $ (46,266 ) $ 1,031 Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Stock-based compensation 1,476 — 150 — 1,626 Depreciation 732 3,496 10,031 — 14,259 Amortization of intangibles — 137 21 — 158 Deferred financing cost amortization 1,723 — 48 — 1,771 Foreign exchange gain on revaluation of debt (915 ) — — — (915 ) Deferred taxes 661 — 946 — 1,607 Loss on disposition of property and equipment — 25 3 — 28 Provision for doubtful accounts — 48 130 — 178 Undistributed equity in earnings of subsidiaries (28,428 ) (11,549 ) — 39,977 — Change in assets and liabilities which provided (used) cash: Accounts receivable 9 1,390 (1,555 ) — (156 ) Inventories — (310 ) 2,093 202 1,985 Prepaid expenses (424 ) (436 ) (381 ) — (1,241 ) Other current assets — 41 (1,047 ) — (1,006 ) Accounts payable and accrued expenses (1,168 ) (1,287 ) 3,351 — 896 Deferred and other long-term liabilities (9 ) 691 (5,998 ) — (5,316 ) Intercompany loans (8,586 ) (6,093 ) 14,679 — — Net cash (used in) provided by operating activities (33,898 ) 11,608 43,282 (6,087 ) 14,905 Investing activities Capital expenditures (5,426 ) (3,681 ) (18,807 ) — (27,914 ) Intercompany property and equipment transfers, net 1 191 (192 ) — — Proceeds from disposals of property and equipment — 26 36 — 62 Net cash used in by investing activities (5,425 ) (3,464 ) (18,963 ) — (27,852 ) Financing activities Proceeds from borrowings 25,744 — 17,241 — 42,985 Principal payments on debt (23,209 ) — (7,065 ) — (30,274 ) Dividends paid — (6,085 ) (2 ) 6,087 — Payments of obligations under capitalized leases (323 ) (226 ) (8 ) — (557 ) Payment of deferred financing fees (54 ) — 27 — (27 ) Intercompany loans 32,142 (1,825 ) (30,317 ) — — Other financing activities 5,500 — (5,500 ) — — Employee taxes paid on equity awards (234 ) — — — (234 ) Net cash provided by (used in) financing activities 39,566 (8,136 ) (25,624 ) 6,087 11,893 Effect of exchange rate changes on cash flows — 1 759 — 760 Net increase (decrease) in cash 243 9 (546 ) — (294 ) Cash and cash equivalents at beginning of period 605 (14 ) 8,926 — 9,517 Cash and cash equivalents at end of period $ 848 $ (5 ) $ 8,380 $ — $ 9,223 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 26, 2016, the Company received pricing on $480 million aggregate principal amount of 9.5% Senior Secured Notes due 2021 (the "Notes"). The Notes will be issued at a price equal to 98.54% of their face value. The Notes will pay interest semi-annually in arrears on February 15 and August 15 of each year beginning on February 15, 2017 and will mature on August 15, 2021, unless earlier redeemed or repurchased. The Company intends to use the net proceeds from the offering to repay all amounts outstanding under its existing term loan credit facility, to redeem all of its 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, if any, to the date of redemption, to pay fees and expenses relating to these transactions, and for working capital and other general corporate purposes. The Company expects to close on the transaction on or about August 9, 2016. |
Description of Business and S19
Description of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements at June 30, 2016 and for the three and six months ended June 30, 2016 and 2015 include the accounts of the Company and its wholly-owned subsidiaries and 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, 2015 as reported on the Company's Annual Report on Form 10-K filed on March 14, 2016. |
Inventories, net | 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. |
Goodwill | 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, 2016 , the Company evaluated events and business conditions to determine if a test for an impairment of goodwill was warranted. No such events or business conditions took place during this period, therefore no test was determined to be warranted at June 30, 2016 . |
Warranties | 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. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common share has been computed and presented pursuant to the provisions of ASC Topic 260, Earnings per Share (“Topic 260”). Net income (loss) per share is based on the weighted-average number of shares outstanding during the period. |
Impairment | 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. |
New Accounting Pronouncements | New Accounting Pronouncements In March of 2016, t he FASB issued Accounting Standards Update No 2016-09 Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 will change certain aspects of accounting for share-based payments to employees. The new guidance will require all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. ASU 2016-09 is required to be adopted in January of 2017. The Company early adopted this standard at June 30, 2016 and as a result classified $1.0 million and $234 thousand of employee taxes paid on equity awards as a financing activity in the statement of cash flows, for the six months ended June 30, 2016 and June 30, 2015 respectively. The remaining provisions of ASU 2016-09 did not have a material impact on the accompanying condensed consolidated financial statements. In February of 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 15 December 2018, and interim periods within those years. For all other entities, it is effective for annual periods beginning after 15 December 2019, and interim periods the following year. Early adoption is permitted for all entities. The Company is in the process of evaluating this accounting standard update. In November of 2015, the FASB issued ASU 2015-17 Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). This guidance requires companies to classify all deferred tax assets and liabilities as non-current on the balance sheet instead of separating deferred taxes into current and non-current amounts. For public companies, the guidance is effective for financial statements issued for annual periods beginning after 15 December 2016 (i.e., 2017 for a calendar-year company) and interim periods within those annual periods. For all other entities, the guidance is effective for financial statements issued for annual periods beginning after 15 December 2017 (i.e., 2018 for a calendar-year company), and interim periods within annual periods beginning a year later. Early adoption of the guidance is permitted. Companies can adopt the guidance either prospectively or retrospectively. The Company is in the process of evaluating this accounting standard update and does not expect that adopting ASU 2015-17 will have a material impact on its consolidated financial statements. In July of 2015, the FASB issued Accounting Standards Update Inventory ("ASU 2015-11"). ASU 2015-11 applies only to first-in, first-out (FIFO) and average cost inventory costing methods and will reduce costs and increase comparability for these methods. There will be no change for last-in, first-out, (LIFO) or retail inventory methods as the costs of transitioning to a new method would outweigh the benefits due to the complexity of these methods. Under this ASU, inventory should be measured at the lower of cost and net realizable value (selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation). When the net realizable value of inventory is less than its cost, the difference will be recognized as a loss in earnings in the period in which it occurs. This ASU more closely aligns the measurement of inventory under GAAP with International Financial Reporting Standards guidance. The amendments are effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and for other entities, the amendments are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments should be applied prospectively, and early application is permitted as of the beginning of an interim or annual reporting period. The Company is in the process of evaluating this accounting standard update. 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 is 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. In addition, in March of 2016, the FASB issued Accounting Standard Update No. 2016-08 P rincipal versus Agent Considerations (Reporting Revenue Gross vs. Net) ("ASU 2016-08"). ASU 2016-08 amends the principal versus agent guidance in ASU 2014-09, and clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transfered to the customer. ASU 2014-09 is required to be adopted in January of 2018. The Company is in the process of evaluating this accounting standard update. |
Description of Business and S20
Description of Business and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Components of Inventories | The components of inventories are as follows at: June 30, December 31, Raw materials $ 14,784 $ 12,389 Work in process 26,984 25,203 Finished goods (includes consigned inventory of $6,261 at June 30, 2016 and $6,513 at December 31, 2015) 39,317 40,058 Inventory allowances (6,851 ) (5,952 ) $ 74,234 $ 71,698 |
Changes in Warranty Liability | The table below represents the changes in the Company’s warranty liability for the six months ended June 30, 2016 and 2015: Beginning Balance Charged to Cost of Sales Effect of Foreign Currency Translation Deduction from Reserves Ending Balance Six Months Ended June 30, 2016: $ 2,175 $ 796 $ 56 $ (431 ) $ 2,596 Six Months Ended June 30, 2015: $ 2,685 $ 747 $ (94 ) $ (1,076 ) $ 2,262 |
Computation of Basic and Diluted Weighted-Average Shares | The following table sets forth the computation of basic and diluted weighted-average shares: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Weighted-average common shares outstanding–basic 15,995,071 15,593,668 15,891,309 15,568,955 Dilutive effect of stock-based compensation awards outstanding 624,011 — 895,778 975,932 Weighted-average common shares outstanding–diluted 16,619,082 15,593,668 16,787,087 16,544,887 |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share | The following table sets forth the aggregate of the dilutive securities that were outstanding in the three and six months ended June 30, 2016 and 2015, but were not included in the computation of diluted earnings per share because the impact would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Anti-dilutive securities 637,621 1,411,669 365,854 12,182 |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following represents the fair value of these derivatives at June 30, 2016 and December 31, 2015 and the change in fair value included in foreign exchange gain (loss) in the three and six months ended June 30, 2016 and 2015: June 30, 2016 December 31, 2015 Fair value of derivative asset (liability) $ (892 ) $ (1,188 ) Three Months Ended June 30, 2016 Three Months Ended Change in fair value of derivative included in foreign exchange loss $ (1,101 ) $ 605 Six Months Ended June 30, 2016 Six Months Ended June 30, 2015 Change in fair value of derivative included in foreign exchange loss $ 69 $ (1,454 ) |
Notional Amounts of Foreign Exchange Forward Contracts | The following represents the notional amounts of foreign exchange forward contracts at June 30, 2016 : Notional Sold Notional Purchased Non-designated hedges of foreign exchange risk $ 3,983 $ (60,149 ) |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | At June 30, 2016 and December 31, 2015 , long term debt consisted of the following: June 30, 2016 December 31, 2015 Senior secured term loan facility, payable quarterly, U.S. Dollar denominated–LIBOR $ 222,898 $ 223,937 Senior Notes (Unsecured), payable semi-annually–U.S. Dollar denominated interest rate fixed at 8.875%. Matures June of 2018. 236,410 236,410 Notes payable, working capital loan, variable interest rate at 2.05%. Matures June 30, 2016, with one-year rollover option. 6,630 6,556 Fixed asset loan contract, variable interest rate of 5.78%. Matures June of 2020. 8,076 8,548 Other debt 14,627 6,278 Total debt 488,641 481,729 Less deferred financing costs (5,800 ) (7,293 ) Less current maturities of long term debt and notes payable (15,361 ) (11,966 ) Total long term debt $ 467,480 $ 462,470 |
Pensions, Other Post-retireme23
Pensions, Other Post-retirement and Post-employment Benefits (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of Net Periodic Benefit Cost | 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, 2016 2015 2016 2015 Service cost $ 418 $ 554 $ 823 $ 1,390 Interest cost 1,531 1,097 3,016 2,767 Expected return on plan assets (1,596 ) (1,192 ) (3,144 ) (3,007 ) Amortization of net loss 575 495 1,133 1,256 Net periodic benefit cost $ 928 $ 954 $ 1,828 $ 2,406 |
Comprehensive Loss and Accumu24
Comprehensive Loss and Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Components of Comprehensive Loss, Net of Tax | Comprehensive income for the three and six months ended June 30, 2016 (net of tax expense of $671 thousand and $738 thousand ) and 2015 (net of a tax benefit of $(766) thousand and net of tax expense of $86 thousand) is as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net income (loss) $ 2,110 $ (703 ) $ 665 $ 1,031 Foreign currency translation adjustments 1,268 6,489 9,728 (26,368 ) Pension liability changes under Topic 715 3,130 793 3,488 2,477 Change in value of derivative instruments — 125 — 167 Comprehensive income (loss) $ 6,508 $ 6,704 $ 13,881 $ (22,693 ) |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss for the three months ended June 30, 2016 are as follows (net of tax benefits of $6.3 million ): Foreign Currency Translation Adjustment Pension Liability Changes Under Topic 715 Change in Value of Derivative Instruments Accumulated Other Comprehensive (Loss) Income Balance at March 31, 2016 $ (77,522 ) $ (35,401 ) $ 49 $ (112,874 ) Other comprehensive loss before reclassifications 1,268 (146 ) — 1,122 Pension curtailment — 2,701 2,701 Amounts reclassified from other comprehensive loss: Amortization of actuarial losses — 575 — 575 Net current period other comprehensive income 1,268 3,130 — 4,398 Balance at June 30, 2016 $ (76,254 ) $ (32,271 ) $ 49 $ (108,476 ) The components of accumulated other comprehensive loss for the six months ended June 30, 2016 are as follows (net of tax benefits of $6.3 million ): Foreign Currency Translation Adjustment Pension Liability Changes Under Topic 715 Change in Value of Derivative Instruments Accumulated Other Comprehensive (Loss) Income Balance at December 31, 2015 $ (85,982 ) $ (35,759 ) $ 49 $ (121,692 ) Other comprehensive loss before reclassifications 9,728 (346 ) — 9,382 Pension curtailment 2,701 2,701 Amounts reclassified from other comprehensive loss: Amortization of actuarial losses — 1,133 — 1,133 Net current period other comprehensive income 9,728 3,488 — 13,216 Balance at June 30, 2016 $ (76,254 ) $ (32,271 ) $ 49 $ (108,476 ) |
Restructuring Expense (Tables)
Restructuring Expense (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Programs | The following table sets forth the significant components of the restructuring accrual (included in Accrued Expenses on our Consolidated Balance Sheet), including activity under restructuring programs for the six months ended June 30, 2016 and 2015: Balance at Charges Currency Cash Balance at Severance and other benefits $ 5,308 $ 3,416 $ 58 $ (3,681 ) $ 5,101 Facility costs and other 903 2,193 10 (2,797 ) 309 Total $ 6,211 $ 5,609 $ 68 $ (6,478 ) $ 5,410 Balance at Charges Currency Cash Balance at Severance and other benefits $ 4,880 $ 4,331 $ (382 ) $ (2,202 ) $ 6,627 Facility costs and other 818 3,402 (62 ) (3,759 ) 399 Total $ 5,698 $ 7,733 $ (444 ) $ (5,961 ) $ 7,026 |
Restructuring and Impairment Expense by Segment | Restructuring and impairment 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, 2016 2015 2016 2015 Clothing $ 1,674 $ 5,009 $ 3,126 $ 7,101 Roll Covers 950 187 1,841 288 Corporate 153 313 642 344 Total $ 2,777 $ 5,509 $ 5,609 $ 7,733 |
Business Segment Information (T
Business Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Summarized Financial Information and Segment Earnings (Loss) | 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, 2016 and 2015. Clothing Roll Corporate Total Three Months Ended June 30, 2016: Net Sales $ 74,819 $ 49,154 $ — $ 123,973 Segment Earnings (Loss) $ 21,298 $ 10,641 $ (4,328 ) $ 27,611 Three Months Ended June 30, 2015: Net Sales $ 79,151 $ 43,977 $ — $ 123,128 Segment Earnings (Loss) $ 22,080 $ 9,087 $ (3,165 ) $ 28,002 For the six months ended June 30, 2016: Net Sales $ 146,156 $ 92,782 $ — $ 238,938 Segment Earnings (Loss) $ 39,936 $ 19,901 $ (8,267 ) $ 51,570 For the six months ended June 30, 2015: Net Sales $ 156,435 $ 87,722 $ — $ 244,157 Segment Earnings (Loss) $ 43,846 $ 17,178 $ (6,812 ) $ 54,212 Provided below is a reconciliation of Segment Earnings (Loss) to income before provision for income taxes for the three and six months ended June 30, 2016 and 2015, respectively. Three Months Ended Six Months Ended 2016 2015 2016 2015 Segment Earnings: Clothing $ 21,298 $ 22,080 $ 39,936 $ 43,846 Roll Covers 10,641 9,087 19,901 17,178 Corporate (4,328 ) (3,165 ) (8,267 ) (6,812 ) Stock-based compensation (834 ) (804 ) (1,426 ) (1,626 ) Interest expense, net (10,658 ) (8,705 ) (20,999 ) (18,369 ) Depreciation and amortization (8,392 ) (7,175 ) (16,386 ) (14,417 ) Restructuring expense (2,777 ) (5,509 ) (5,609 ) (7,733 ) Other non-recurring expense (434 ) (700 ) (668 ) (700 ) Plant startup costs (539 ) (1,132 ) (1,285 ) (1,882 ) Income before provision for income taxes $ 3,977 $ 3,977 $ 5,197 $ 9,485 |
Stock-Based Compensation and 27
Stock-Based Compensation and Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense | The Company recorded stock-based compensation expense during the three months ended June 30, 2016 and June 30, 2015 as follows: Three Months Ended Six Months Ended 2016 2015 2016 2015 RSU, Options and DSU Awards (1) $ 834 $ 804 $ 1,426 $ 1,626 (1) Related to RSUs, Options and DSUs awarded to certain employees and non-employee directors. |
Supplemental Guarantor Financ28
Supplemental Guarantor Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidating Balance Sheet-(Unaudited) | Xerium Technologies, Inc. Consolidating Balance Sheet—(Unaudited) At June 30, 2016 (Dollars in thousands) Parent Total Total Non Other The ASSETS Current assets: Cash and cash equivalents $ 677 $ 512 $ 9,402 $ — $ 10,591 Accounts receivable, net 29 21,771 50,216 — 72,016 Intercompany receivables (393,637 ) 401,246 (7,609 ) — — Inventories, net — 16,178 58,952 (896 ) 74,234 Prepaid expenses 628 1,297 5,818 — 7,743 Other current assets — 2,519 14,406 — 16,925 Total current assets (392,303 ) 443,523 131,185 (896 ) 181,509 Property and equipment, net 8,903 73,242 221,910 — 304,055 Investments 860,087 228,864 — (1,088,951 ) — Goodwill — 20,413 40,534 — 60,947 Intangible assets — 7,756 112 — 7,868 Non-current deferred tax asset — — 10,366 — 10,366 Other assets — — 10,832 — 10,832 Total assets $ 476,687 $ 773,798 $ 414,939 $ (1,089,847 ) $ 575,577 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Notes payable $ — $ — $ 6,630 $ — $ 6,630 Accounts payable 2,548 11,993 24,559 — 39,100 Accrued expenses 13,087 8,861 33,548 — 55,496 Current maturities of long-term debt 4,531 2,370 1,830 — 8,731 Total current liabilities 20,166 23,224 66,567 — 109,957 Long-term debt, net of current maturities 460,996 — 6,484 — 467,480 Liabilities under capital leases 6,887 5,426 9,148 — 21,461 Non-current deferred tax liability (1,400 ) 1,243 10,270 — 10,113 Pension, other post-retirement and post-employment obligations 18,956 674 40,165 — 59,795 Other long-term liabilities — 1,250 4,315 — 5,565 Intercompany loans 61,423 (107,720 ) 46,297 — — Total stockholders’ (deficit) equity (90,341 ) 849,701 231,693 (1,089,847 ) (98,794 ) Total liabilities and stockholders’ equity $ 476,687 $ 773,798 $ 414,939 $ (1,089,847 ) $ 575,577 Xerium Technologies, Inc. Consolidating Balance Sheet At December 31, 2015 (Dollars in thousands) Parent Total Total Non Other The ASSETS Current assets: Cash and cash equivalents $ 3,105 $ (2 ) $ 6,736 $ — $ 9,839 Accounts receivable, net 20 18,585 49,957 — 68,562 Intercompany receivables (110,541 ) 113,736 (3,195 ) — — Inventories, net — 14,694 57,929 (925 ) 71,698 Prepaid expenses 510 1,330 4,809 — 6,649 Other current assets — 2,849 14,020 — 16,869 Total current assets (106,906 ) 151,192 130,256 (925 ) 173,617 Property and equipment, net 9,518 68,075 219,490 — 297,083 Investments 837,064 207,443 — (1,044,507 ) — Goodwill — 17,737 40,862 — 58,599 Intangible assets — 1,389 158 — 1,547 Non-current deferred tax asset — — 9,325 — 9,325 Other assets — — 10,203 — 10,203 Total assets $ 739,676 $ 445,836 $ 410,294 $ (1,045,432 ) $ 550,374 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Notes payable $ — $ — $ 6,556 $ — $ 6,556 Accounts payable 2,642 11,100 26,954 — 40,696 Accrued expenses 12,661 9,668 33,747 — 56,076 Current maturities of long-term debt 2,663 1,937 810 — 5,410 Total current liabilities 17,966 22,705 68,067 — 108,738 Long-term debt, net of current maturities 451,923 — 10,547 — 462,470 Liabilities under capital leases 3,276 4,425 1,036 — 8,737 Non-current deferred tax liability (1,515 ) 1,243 9,042 — 8,770 Pension, other post-retirement and post-employment obligations 19,950 2,619 41,037 — 63,606 Other long-term liabilities — — 11,123 — 11,123 Intercompany loans 341,412 (403,154 ) 61,742 — — Total stockholders’ (deficit) equity (93,336 ) 817,998 207,700 (1,045,432 ) (113,070 ) Total liabilities and stockholders’ (deficit) equity $ 739,676 $ 445,836 $ 410,294 $ (1,045,432 ) $ 550,374 |
Consolidating Statement of Operations and Comprehensive Income (Loss)-(Unaudited) | Xerium Technologies, Inc. Consolidating Statement of Operations and Comprehensive (Loss) Income (Unaudited) For the three months ended June 30, 2016 (Dollars in thousands) Parent Total Total Non Other The Net sales $ — $ 46,080 $ 85,386 $ (7,493 ) $ 123,973 Costs and expenses: Cost of products sold — 30,738 52,662 (7,618 ) 75,782 Selling 197 5,131 10,407 — 15,735 General and administrative 3,479 1,047 8,901 — 13,427 Research and development 182 928 435 — 1,545 Restructuring 213 640 1,924 — 2,777 4,071 38,484 74,329 (7,618 ) 109,266 (Loss) income from operations (4,071 ) 7,596 11,057 125 14,707 Interest (expense) income, net (10,011 ) 320 (967 ) — (10,658 ) Foreign exchange (loss) gain (134 ) 19 43 — (72 ) Equity in subsidiaries income 13,921 8,755 — (22,676 ) — Dividend income 2,400 — — (2,400 ) — Income (loss) before provision for income taxes 2,105 16,690 10,133 (24,951 ) 3,977 Provision for income taxes 5 (261 ) (1,611 ) — (1,867 ) Net income (loss) $ 2,110 $ 16,429 $ 8,522 $ (24,951 ) $ 2,110 Comprehensive income (loss) $ 3,205 $ 19,002 $ 9,252 $ (24,951 ) $ 6,508 Xerium Technologies, Inc. Consolidating Statement of Operations and Comprehensive Income (Loss)-(Unaudited) For the three months ended June 30, 2015 (Dollars in thousands) Parent Total Total Non Other The Net sales $ — $ 41,587 $ 90,149 $ (8,608 ) $ 123,128 Costs and expenses: Cost of products sold 19 27,544 54,624 (8,501 ) 73,686 Selling 271 5,049 11,109 — 16,429 General and administrative 2,055 1,469 8,521 — 12,045 Research and development 241 1,194 457 — 1,892 Restructuring 313 140 5,056 — 5,509 2,899 35,396 79,767 (8,501 ) 109,561 (Loss) income from operations (2,899 ) 6,191 10,382 (107 ) 13,567 Interest (expense) income, net (9,292 ) 973 (386 ) — (8,705 ) Foreign exchange (loss) gain (370 ) (94 ) (421 ) — (885 ) Equity in subsidiaries income 6,759 4,926 — (11,685 ) — Dividend income 5,387 — — (5,387 ) — (Loss) income before provision for income taxes (415 ) 11,996 9,575 (17,179 ) 3,977 Provision for income taxes (288 ) (43 ) (4,349 ) — (4,680 ) Net (loss) income $ (703 ) $ 11,953 $ 5,226 $ (17,179 ) $ (703 ) Comprehensive income (loss) $ 725 $ 11,928 $ 11,230 $ (17,179 ) $ 6,704 Xerium Technologies, Inc. Consolidating Statement of Operations and Comprehensive (Loss) Income (Unaudited) For the six months ended June 30, 2016 (Dollars in thousands) Parent Total Total Non Other The Net sales $ — $ 86,668 $ 166,986 $ (14,716 ) $ 238,938 Costs and expenses: Cost of products sold — 59,034 102,921 (14,745 ) 147,210 Selling 501 10,142 20,813 — 31,456 General and administrative 6,170 1,970 16,794 — 24,934 Research and development 563 2,019 904 — 3,486 Restructuring 642 1,668 3,299 — 5,609 7,876 74,833 144,731 (14,745 ) 212,695 (Loss) income from operations (7,876 ) 11,835 22,255 29 26,243 Interest (expense) income, net (19,725 ) 837 (2,111 ) — (20,999 ) Foreign exchange (loss) gain (117 ) (35 ) 105 — (47 ) Equity in subsidiaries income 23,023 16,559 — (39,582 ) — Dividend income 5,545 — — (5,545 ) — Income (loss) before provision for income taxes 850 29,196 20,249 (45,098 ) 5,197 Provision for income taxes (185 ) (263 ) (4,084 ) — (4,532 ) Net income (loss) $ 665 $ 28,933 $ 16,165 $ (45,098 ) $ 665 Comprehensive income (loss) $ 2,599 $ 31,496 $ 24,884 $ (45,098 ) $ 13,881 Xerium Technologies, Inc. Consolidating Statement of Operations and Comprehensive Income (Loss)-(Unaudited) For the six months ended June 30, 2015 (Dollars in thousands) Parent Total Total Non Other The Net sales $ — $ 84,438 $ 176,657 $ (16,938 ) $ 244,157 Costs and expenses: Cost of products sold (328 ) 56,922 106,304 (16,736 ) 146,162 Selling 539 9,850 22,367 32,756 General and administrative 4,882 2,881 18,127 — 25,890 Research and development 472 2,390 992 — 3,854 Restructuring 8,266 315 (848 ) — 7,733 13,831 72,358 146,942 (16,736 ) 216,395 (Loss) income from operations (13,831 ) 12,080 29,715 (202 ) 27,762 Interest (expense) income, net (18,691 ) 2,133 (1,811 ) — (18,369 ) Foreign exchange (loss) gain (157 ) (235 ) 484 — 92 Equity in subsidiaries income 28,428 11,549 — (39,977 ) — Dividend income 6,087 — — (6,087 ) — Income (loss) before provision for income taxes 1,836 25,527 28,388 (46,266 ) 9,485 Provision for income taxes (805 ) (72 ) (7,577 ) — (8,454 ) Net income (loss) $ 1,031 $ 25,455 $ 20,811 $ (46,266 ) $ 1,031 Comprehensive income (loss) $ 2,356 $ 26,071 $ (4,854 ) $ (46,266 ) $ (22,693 ) |
Consolidating Statement of Cash Flows (Unaudited) | Xerium Technologies, Inc. Consolidating Statement of Cash Flows-(Unaudited) For the six months ended June 30, 2016 (Dollars in thousands) Parent Total Total Non Other The Operating activities Net income (loss) $ 665 $ 28,933 $ 16,165 $ (45,098 ) $ 665 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Stock-based compensation 1,426 — — — 1,426 Depreciation 1,121 4,128 10,833 — 16,082 Amortization of intangibles — 256 48 — 304 Deferred financing cost amortization 1,493 — 49 — 1,542 Foreign exchange gain on revaluation of debt 151 — — — 151 Deferred taxes 115 — (912 ) — (797 ) Loss on disposition of property and equipment — — 78 — 78 Provision for doubtful accounts — (17 ) 1 — (16 ) Undistributed equity in earnings of subsidiaries (23,023 ) (16,559 ) — 39,582 — Change in assets and liabilities which provided (used) cash: Accounts receivable (8 ) (509 ) 1,520 — 1,003 Inventories — 956 1,426 (29 ) 2,353 Prepaid expenses (118 ) 33 (766 ) — (851 ) Other current assets — 329 (258 ) — 71 Accounts payable and accrued expenses 390 (1,623 ) (4,180 ) — (5,413 ) Deferred and other long-term liabilities (9 ) 256 286 — 533 Intercompany loans 283,096 (287,521 ) 4,425 — — Net cash provided by (used in) operating activities 265,299 (271,338 ) 28,715 (5,545 ) 17,131 Investing activities Capital expenditures (382 ) (1,459 ) (4,131 ) — (5,972 ) Intercompany property and equipment transfers, net (2 ) 2 — — — Proceeds from disposals of property and equipment — 5 112 — 117 Acquisition costs — (16,225 ) — — (16,225 ) Net cash used in investing activities (384 ) (17,677 ) (4,019 ) — (22,080 ) Financing activities Proceeds from borrowings 37,542 — 2,322 — 39,864 Principal payments on debt (24,178 ) — (5,525 ) — (29,703 ) Dividends paid — (5,545 ) — 5,545 — Payment of obligations under capital leases (424 ) (1,123 ) (179 ) — (1,726 ) Payment of financing fees (60 ) — 36 — (24 ) Intercompany loans (279,192 ) 296,197 (17,005 ) — — Employee taxes paid on equity awards (1,031 ) — — — (1,031 ) Net cash (used in) provided by financing activities (267,343 ) 289,529 (20,351 ) 5,545 7,380 Effect of exchange rate changes on cash flows — — (1,679 ) — (1,679 ) Net (decrease) increase in cash (2,428 ) 514 2,666 — 752 Cash and cash equivalents at beginning of period $ 3,105 $ (2 ) $ 6,736 $ — $ 9,839 Cash and cash equivalents at end of period $ 677 $ 512 $ 9,402 $ — $ 10,591 Xerium Technologies, Inc. Consolidating Statement of Cash Flows (Unaudited) For the six months ended June 30, 2015 (Dollars in Thousands) Parent Total Total Non Other The Operating activities Net income (loss) $ 1,031 $ 25,455 $ 20,811 $ (46,266 ) $ 1,031 Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Stock-based compensation 1,476 — 150 — 1,626 Depreciation 732 3,496 10,031 — 14,259 Amortization of intangibles — 137 21 — 158 Deferred financing cost amortization 1,723 — 48 — 1,771 Foreign exchange gain on revaluation of debt (915 ) — — — (915 ) Deferred taxes 661 — 946 — 1,607 Loss on disposition of property and equipment — 25 3 — 28 Provision for doubtful accounts — 48 130 — 178 Undistributed equity in earnings of subsidiaries (28,428 ) (11,549 ) — 39,977 — Change in assets and liabilities which provided (used) cash: Accounts receivable 9 1,390 (1,555 ) — (156 ) Inventories — (310 ) 2,093 202 1,985 Prepaid expenses (424 ) (436 ) (381 ) — (1,241 ) Other current assets — 41 (1,047 ) — (1,006 ) Accounts payable and accrued expenses (1,168 ) (1,287 ) 3,351 — 896 Deferred and other long-term liabilities (9 ) 691 (5,998 ) — (5,316 ) Intercompany loans (8,586 ) (6,093 ) 14,679 — — Net cash (used in) provided by operating activities (33,898 ) 11,608 43,282 (6,087 ) 14,905 Investing activities Capital expenditures (5,426 ) (3,681 ) (18,807 ) — (27,914 ) Intercompany property and equipment transfers, net 1 191 (192 ) — — Proceeds from disposals of property and equipment — 26 36 — 62 Net cash used in by investing activities (5,425 ) (3,464 ) (18,963 ) — (27,852 ) Financing activities Proceeds from borrowings 25,744 — 17,241 — 42,985 Principal payments on debt (23,209 ) — (7,065 ) — (30,274 ) Dividends paid — (6,085 ) (2 ) 6,087 — Payments of obligations under capitalized leases (323 ) (226 ) (8 ) — (557 ) Payment of deferred financing fees (54 ) — 27 — (27 ) Intercompany loans 32,142 (1,825 ) (30,317 ) — — Other financing activities 5,500 — (5,500 ) — — Employee taxes paid on equity awards (234 ) — — — (234 ) Net cash provided by (used in) financing activities 39,566 (8,136 ) (25,624 ) 6,087 11,893 Effect of exchange rate changes on cash flows — 1 759 — 760 Net increase (decrease) in cash 243 9 (546 ) — (294 ) Cash and cash equivalents at beginning of period 605 (14 ) 8,926 — 9,517 Cash and cash equivalents at end of period $ 848 $ (5 ) $ 8,380 $ — $ 9,223 |
Description of Business and S29
Description of Business and Significant Accounting Policies - Components of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 14,784 | $ 12,389 |
Work in process | 26,984 | 25,203 |
Finished goods (includes consigned inventory of $6,261 at June 30, 2016 and $6,513 at December 31, 2015) | 39,317 | 40,058 |
Inventory allowances | (6,851) | (5,952) |
Inventories, net | 74,234 | 71,698 |
Consigned inventory | $ 6,261 | $ 6,513 |
Description of Business and S30
Description of Business and Significant Accounting Policies - Changes In Warranty Liability (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Warranties, Increase (Decrease) | ||
Beginning Balance | $ 2,175 | $ 2,685 |
Charged to Cost of Sales | 796 | 747 |
Effect of Foreign Currency Translation | 56 | (94) |
Deduction from Reserves | (431) | (1,076) |
Ending Balance | $ 2,596 | $ 2,262 |
Description of Business and S31
Description of Business and Significant Accounting Policies - Net (Loss) Income (Loss) Per Common Share (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Weighted-average common shares outstanding–basic (in shares) | 15,995,071 | 15,593,668 | 15,891,309 | 15,568,955 |
Dilutive effect of stock-based compensation awards outstanding (in shares) | 624,011 | 0 | 895,778 | 975,932 |
Weighted-average common shares outstanding–diluted (in shares) | 16,619,082 | 15,593,668 | 16,787,087 | 16,544,887 |
Anti-dilutive securities (in shares) | 637,621 | 1,411,669 | 365,854 | 12,182 |
Description of Business and S32
Description of Business and Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Employee taxes paid on equity awards | $ 1,031,000 | $ 234,000 | |
Restructuring Expense | |||
Restructuring Cost and Reserve [Line Items] | |||
Asset impairment | $ 0 | 0 | |
Accounting Standards Update 2016-09 | New Accounting Pronouncement, Early Adoption, Effect | |||
Restructuring Cost and Reserve [Line Items] | |||
Employee taxes paid on equity awards | $ 1,000,000 | $ 234,000 |
Business Acquisitions (Details)
Business Acquisitions (Details) - USD ($) $ in Thousands | May 04, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 60,947 | $ 60,947 | $ 58,599 | |||
Acquisition expenses | $ 434 | $ 700 | $ 668 | $ 700 | ||
J.J. Plank Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 18,000 | |||||
Voting interest in acquired | 100.00% | |||||
Net assets acquired excluding goodwill | $ 15,300 | |||||
Goodwill | 2,700 | |||||
Acquisition expenses | $ 700 |
Derivatives and Hedging - Narra
Derivatives and Hedging - Narrative (Details) | Jun. 30, 2016derivative_instrument |
Designated as Hedging Instrument | Interest Rate Swap | |
Derivative [Line Items] | |
Number of derivative instruments | 0 |
Derivatives and Hedging - Sched
Derivatives and Hedging - Schedule of Derivative Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Derivative [Line Items] | |||||
Change in fair value of derivative included in foreign exchange loss | $ (1,101) | $ 605 | $ 69 | $ (1,454) | |
Not Designated as Hedging Instrument | Foreign Exchange Forward Contracts | |||||
Derivative [Line Items] | |||||
Fair value of derivative asset (liability) | $ (892) | $ (892) | $ (1,188) |
Derivatives and Hedging - Notio
Derivatives and Hedging - Notional Amounts of Foreign Exchange Forward Contracts (Detail) - Not Designated as Hedging Instrument - Foreign Exchange Forward Contracts $ in Thousands | Jun. 30, 2016USD ($) |
Notional Sold | |
Derivative [Line Items] | |
Non-designated hedges of foreign exchange risk | $ (3,983) |
Notional Purchased | |
Derivative [Line Items] | |
Non-designated hedges of foreign exchange risk | $ (60,149) |
Long term Debt - Schedule of Lo
Long term Debt - Schedule of Long Term Debt (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | May 17, 2013 | |
Debt Instrument [Line Items] | |||
Long-term debt | $ 475,600 | ||
Notes payable | 6,630 | $ 6,556 | |
Total debt | 488,641 | 481,729 | |
Less deferred financing costs | (5,800) | (7,293) | |
Less current maturities of long term debt and notes payable | (15,361) | (11,966) | |
Total long term debt | 467,480 | 462,470 | |
Other Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 14,627 | $ 6,278 | |
Notes Payable | |||
Debt Instrument [Line Items] | |||
Debt instrument variable interest rate (percent) | 2.05% | 2.05% | |
Rollover option period (years) | 1 year | 1 year | |
Notes Payable | Working Capital Loan | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 6,630 | $ 6,556 | |
Senior Secured Term Loan Facility | Senior Secured Term Loan Facility, Payable Quarterly, US Dollar Denominated, Matures May 2019 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 222,898 | $ 223,937 | |
Debt instrument interest rate (percent) | 6.25% | 6.25% | |
Debt discount | $ 600 | $ 600 | $ 1,000 |
Senior Secured Term Loan Facility | Senior Secured Term Loan Facility, Payable Quarterly, US Dollar Denominated, Matures May 2019 | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Debt Instrument, minimum variable rate basis (percent) | 1.25% | 1.25% | |
Debt instrument, basis spread on variable rate (percent) | 5.00% | 5.00% | |
Senior Notes (Unsecured) | Senior Notes Unsecured, Payable Semi Annually, US Dollar Denominated Interest Rate Fixed at 8.875%, Matures June 2018 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 236,410 | $ 236,410 | |
Debt instrument fixed interest rate (percent) | 8.875% | 8.875% | |
Capital Lease Obligations | Fixed Asset Loan Contract | |||
Debt Instrument [Line Items] | |||
Fixed asset loan | $ 8,076 | $ 8,548 | |
Debt instrument interest rate (percent) | 5.78% | 5.78% |
Long term Debt - Additional Inf
Long term Debt - Additional Information (Detail) | Jun. 30, 2016USD ($) | Jul. 17, 2015USD ($) | Aug. 18, 2014USD ($) | Apr. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 03, 2015USD ($) | Jul. 17, 2015CNY (¥) | Mar. 03, 2014USD ($) | May 17, 2013USD ($) |
Debt Instrument [Line Items] | ||||||||||
Carrying value of long-term debt | $ 475,600,000 | $ 475,600,000 | ||||||||
Fair value of long-term debt | 471,800,000 | 471,800,000 | ||||||||
Liabilities under capital leases | 21,461,000 | 21,461,000 | $ 8,737,000 | |||||||
Proceeds from sale leaseback transactions | $ 6,000,000 | |||||||||
Credit Facility and Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt discount | 600,000 | 600,000 | ||||||||
Carrying value of long-term debt | 459,300,000 | 459,300,000 | ||||||||
Senior Secured Term Loan Facility, Payable Quarterly, US Dollar Denominated, Matures May 2019 | Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 200,000,000 | |||||||||
Debt discount | $ 600,000 | $ 600,000 | $ 600,000 | 1,000,000 | ||||||
Debt instrument interest rate (percent) | 6.25% | 6.25% | 6.25% | |||||||
Proceeds from borrowings | $ 30,000,000 | |||||||||
Carrying value of long-term debt | $ 222,898,000 | $ 222,898,000 | $ 223,937,000 | |||||||
ABL Secured Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Current borrowing capacity | $ 55,000,000 | $ 55,000,000 | $ 40,000,000 | |||||||
Debt instrument interest rate (percent) | 4.50% | 4.50% | ||||||||
Debt instrument, basis spread on variable rate (percent) | 0.75% | |||||||||
Debt instrument, covenant compliance, maximum annual capital expenditures (in excess of) | $ 42,000,000 | |||||||||
Remaining borrowing capacity | $ 23,300,000 | 23,300,000 | ||||||||
Amount outstanding | 35,300,000 | 35,300,000 | ||||||||
ABL Secured Facility | Letter of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount outstanding | $ 12,000,000 | $ 12,000,000 | ||||||||
Xerium China Loan Agreement | Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 9,400,000 | ¥ 58,500,000 | ||||||||
Interest rate adjustment period (months) | 12 months | |||||||||
Frequency of principal payment (months) | 6 months | |||||||||
Brazil | Foreign Tax Authority | Senior Secured Term Loan Facility, Payable Quarterly, US Dollar Denominated, Matures May 2019 | Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from borrowings | $ 30,000,000 | |||||||||
Benchmark Rate | Xerium China Loan Agreement | Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate during period (percent) | 5.80% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Taxes [Line Items] | ||||
Provision for income taxes | $ 1,867 | $ 4,680 | $ 4,532 | $ 8,454 |
Net earnings required to recognize deferred tax asset, minimum | 30,000 | |||
Net earnings required to recognize deferred tax asset, maximum | 120,000 | |||
Gross unrecognized tax benefit | 7,700 | 7,700 | ||
Increase in unrecognized tax benefits | 210 | |||
Unrecognized tax benefits related to income tax matters and income tax expense | $ 4 | $ 43 | ||
Minimum | ||||
Income Taxes [Line Items] | ||||
Statutory income tax rate in foreign countries (percent) | 15.00% | |||
Maximum | ||||
Income Taxes [Line Items] | ||||
Statutory income tax rate in foreign countries (percent) | 35.36% |
Pensions, Other Post-retireme40
Pensions, Other Post-retirement and Post-employment Benefits - Additional Information (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2016USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
Pension curtailment | $ 2.7 |
Pensions, Other Post-retireme41
Pensions, Other Post-retirement and Post-employment Benefits - Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Pensions, Other Post-Retirement And Post-Employment Benefits [Abstract] | ||||
Service cost | $ 418 | $ 554 | $ 823 | $ 1,390 |
Interest cost | 1,531 | 1,097 | 3,016 | 2,767 |
Expected return on plan assets | (1,596) | (1,192) | (3,144) | (3,007) |
Amortization of net loss | 575 | 495 | 1,133 | 1,256 |
Net periodic benefit cost | $ 928 | $ 954 | $ 1,828 | $ 2,406 |
Comprehensive Loss and Accumu42
Comprehensive Loss and Accumulated Other Comprehensive Loss - Components of Comprehensive Loss, Net of Tax (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Comprehensive Income Loss and Accumulated Other Comprehensive Income (Loss) [Abstract] | ||||
Other comprehensive loss, tax (benefit) expense | $ 671 | $ (766) | $ 738 | $ 86 |
Net income (loss) | 2,110 | (703) | 665 | 1,031 |
Foreign currency translation adjustments | 1,268 | 6,489 | 9,728 | (26,368) |
Pension liability changes under Topic 715 | 3,130 | 793 | 3,488 | 2,477 |
Change in value of derivative instruments | 0 | 125 | 0 | 167 |
Comprehensive income (loss) | $ 6,508 | $ 6,704 | $ 13,881 | $ (22,693) |
Comprehensive Loss and Accumu43
Comprehensive Loss and Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, tax benefit | $ 6,300 | $ 6,300 |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning | (113,070) | |
Pension curtailment | 2,700 | |
Amounts reclassified from other comprehensive loss: | ||
Balance at end | (98,794) | (98,794) |
Foreign Currency Translation Adjustment | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning | (77,522) | (85,982) |
Other comprehensive loss before reclassifications | 1,268 | 9,728 |
Pension curtailment | 0 | |
Amounts reclassified from other comprehensive loss: | ||
Amortization of actuarial losses | 0 | 0 |
Net current period other comprehensive (loss) income | 1,268 | 9,728 |
Balance at end | (76,254) | (76,254) |
Pension Liability Changes Under Topic 715 | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning | (35,401) | (35,759) |
Other comprehensive loss before reclassifications | (146) | (346) |
Pension curtailment | 2,701 | 2,701 |
Amounts reclassified from other comprehensive loss: | ||
Amortization of actuarial losses | 575 | 1,133 |
Net current period other comprehensive (loss) income | 3,130 | 3,488 |
Balance at end | (32,271) | (32,271) |
Change in Value of Derivative Instruments | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning | 49 | 49 |
Other comprehensive loss before reclassifications | 0 | 0 |
Amounts reclassified from other comprehensive loss: | ||
Amortization of actuarial losses | 0 | 0 |
Net current period other comprehensive (loss) income | 0 | 0 |
Balance at end | 49 | 49 |
Accumulated Other Comprehensive (Loss) Income | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning | (112,874) | (121,692) |
Other comprehensive loss before reclassifications | 1,122 | 9,382 |
Pension curtailment | 2,701 | 2,701 |
Amounts reclassified from other comprehensive loss: | ||
Amortization of actuarial losses | 575 | 1,133 |
Net current period other comprehensive (loss) income | 4,398 | 13,216 |
Balance at end | $ (108,476) | $ (108,476) |
Restructuring Expense - Additio
Restructuring Expense - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 2,777 | $ 5,509 | $ 5,609 | $ 7,733 |
Headcount Reductions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 4,400 | 2,400 | ||
Clothing Facility | Middletown VA Facility | Facility Closing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 1,200 | |||
Clothing Facility | Brazil Facility | Facility Closing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 2,900 | |||
Clothing Facility | Canada Facility | Facility Closing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 2,400 |
Restructuring Expense - Restruc
Restructuring Expense - Restructuring Programs (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Reserve | ||
Beginning Balance | $ 6,211 | $ 5,698 |
Charges | 5,609 | 7,733 |
Currency Effects | 68 | (444) |
Cash Payments | (6,478) | (5,961) |
Ending Balance | 5,410 | 7,026 |
Severance and other benefits | ||
Restructuring Reserve | ||
Beginning Balance | 5,308 | 4,880 |
Charges | 3,416 | 4,331 |
Currency Effects | 58 | (382) |
Cash Payments | (3,681) | (2,202) |
Ending Balance | 5,101 | 6,627 |
Facility costs and other | ||
Restructuring Reserve | ||
Beginning Balance | 903 | 818 |
Charges | 2,193 | 3,402 |
Currency Effects | 10 | (62) |
Cash Payments | (2,797) | (3,759) |
Ending Balance | $ 309 | $ 399 |
Restructuring Expense - Restr46
Restructuring Expense - Restructuring and Impairment Expense by Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 2,777 | $ 5,509 | $ 5,609 | $ 7,733 |
Operating Segments | Clothing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 1,674 | 5,009 | 3,126 | 7,101 |
Operating Segments | Roll Covers | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 950 | 187 | 1,841 | 288 |
Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 153 | $ 313 | $ 642 | $ 344 |
Business Segment Information -
Business Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2016segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Business Segment Information 48
Business Segment Information - Summarized Financial Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 123,973 | $ 123,128 | $ 238,938 | $ 244,157 |
Segment Earnings (Loss) | 27,611 | 28,002 | 51,570 | 54,212 |
Operating Segments | Clothing | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 74,819 | 79,151 | 146,156 | 156,435 |
Segment Earnings (Loss) | 21,298 | 22,080 | 39,936 | 43,846 |
Operating Segments | Roll Covers | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 49,154 | 43,977 | 92,782 | 87,722 |
Segment Earnings (Loss) | 10,641 | 9,087 | 19,901 | 17,178 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 0 | 0 | 0 | 0 |
Segment Earnings (Loss) | $ (4,328) | $ (3,165) | $ (8,267) | $ (6,812) |
Business Segment Information 49
Business Segment Information - Reconciliation of Segment Earnings (Loss) To Income Before Provision For Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Earnings (Loss): | ||||
Segment Earnings (Loss) | $ 27,611 | $ 28,002 | $ 51,570 | $ 54,212 |
Stock-based compensation | (834) | (804) | (1,426) | (1,626) |
Interest expense, net | (10,658) | (8,705) | (20,999) | (18,369) |
Depreciation and amortization | (8,392) | (7,175) | (16,386) | (14,417) |
Restructuring expense | (2,777) | (5,509) | (5,609) | (7,733) |
Other non-recurring expense | (434) | (700) | (668) | (700) |
Plant startup costs | (539) | (1,132) | (1,285) | (1,882) |
Income before provision for income taxes | 3,977 | 3,977 | 5,197 | 9,485 |
Operating Segments | Clothing | ||||
Segment Earnings (Loss): | ||||
Segment Earnings (Loss) | 21,298 | 22,080 | 39,936 | 43,846 |
Restructuring expense | (1,674) | (5,009) | (3,126) | (7,101) |
Operating Segments | Roll Covers | ||||
Segment Earnings (Loss): | ||||
Segment Earnings (Loss) | 10,641 | 9,087 | 19,901 | 17,178 |
Restructuring expense | (950) | (187) | (1,841) | (288) |
Corporate | ||||
Segment Earnings (Loss): | ||||
Segment Earnings (Loss) | (4,328) | (3,165) | (8,267) | (6,812) |
Restructuring expense | $ (153) | $ (313) | $ (642) | $ (344) |
Stock-Based Compensation and 50
Stock-Based Compensation and Stockholders' Deficit - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock compensation expense | $ 834 | $ 804 | $ 1,426 | $ 1,626 |
RSU, Options and DSU Awards | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock compensation expense | $ 834 | $ 804 | $ 1,426 | $ 1,626 |
Stock-Based Compensation and 51
Stock-Based Compensation and Stockholders' Deficit - Additional Information (Detail) - USD ($) $ in Thousands | May 04, 2016 | Mar. 15, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock compensation expense | $ 834 | $ 804 | $ 1,426 | $ 1,626 | |||
Deferred Stock Unit (DSUs) | Common Stock | Director | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued (in shares) | 22,234 | ||||||
2015 - 2014 LTIP | Market-Based Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of award payout (as a percent) | 0.00% | ||||||
Stock compensation expense | $ (200) | ||||||
2013 LTIP | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Conversion of stock, shares converted (in shares) | 207,385 | ||||||
Long Term Incentive Plan 2016 to 2018 Adjusted EBITDA Metric Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 33.33% | ||||||
Long Term Incentive Plan 2016 to 2018 Adjusted EBITDA Metric Awards | Time Based Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares granted (in shares) | 182,190 | ||||||
Total target award (as a percent) | 35.00% | ||||||
Long Term Incentive Plan 2016 to 2018 Adjusted EBITDA Metric Awards | Performance Based and Market Based Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares granted (in shares) | 338,354 | ||||||
Total target award (as a percent) | 65.00% | ||||||
Long Term Incentive Plan 2016 to 2018 Adjusted EBITDA Metric Awards | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Measurement period (in years) | 3 years | ||||||
Long Term Incentive Plan 2016 to 2018 Adjusted EBITDA Metric Awards | Performance Shares | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 50.00% | ||||||
Long Term Incentive Plan 2016 to 2018 Adjusted EBITDA Metric Awards | Performance Shares | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 200.00% | ||||||
Long Term Incentive Plan 2016 to 2018 Free Cash Flow Metric Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 33.33% | ||||||
Long Term Incentive Plan 2016 to 2018 Free Cash Flow Metric Awards | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Measurement period (in years) | 3 years | ||||||
Long Term Incentive Plan 2016 to 2018 Free Cash Flow Metric Awards | Performance Shares | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 50.00% | ||||||
Long Term Incentive Plan 2016 to 2018 Free Cash Flow Metric Awards | Performance Shares | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 200.00% | ||||||
Long Term Incentive Plan 2016 to 2018 Market Based Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 33.33% | ||||||
Long Term Incentive Plan 2016 to 2018 Market Based Awards | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Measurement period (in years) | 3 years | ||||||
Long Term Incentive Plan 2016 to 2018 Market Based Awards | Performance Shares | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 50.00% | ||||||
Long Term Incentive Plan 2016 to 2018 Market Based Awards | Performance Shares | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 200.00% | ||||||
2011 DSU Plan | Deferred Stock Unit (DSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Annual retainer per director | $ 132 | ||||||
Shares issued (in shares) | 39,887,000 | ||||||
2011 DSU Plan | Deferred Stock Unit (DSUs) | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued (in shares) | 33,679,000 | ||||||
Share-based Compensation Award, Tranche One | Long Term Incentive Plan 2016 to 2018 Adjusted EBITDA Metric Awards | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 0.00% | ||||||
Threshold percentage (as a percent) | 90.00% | ||||||
Share-based Compensation Award, Tranche One | Long Term Incentive Plan 2016 to 2018 Free Cash Flow Metric Awards | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 0.00% | ||||||
Threshold percentage (as a percent) | 88.00% | ||||||
Share-based Compensation Award, Tranche One | Long Term Incentive Plan 2016 to 2018 Market Based Awards | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 0.00% | ||||||
Threshold percentage (as a percent) | 35.00% | ||||||
Share-based Compensation Award, Tranche Two | Long Term Incentive Plan 2016 to 2018 Adjusted EBITDA Metric Awards | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Threshold percentage (as a percent) | 90.00% | ||||||
Share-based Compensation Award, Tranche Two | Long Term Incentive Plan 2016 to 2018 Adjusted EBITDA Metric Awards | Performance Shares | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 50.00% | ||||||
Threshold percentage (as a percent) | 90.00% | ||||||
Share-based Compensation Award, Tranche Two | Long Term Incentive Plan 2016 to 2018 Adjusted EBITDA Metric Awards | Performance Shares | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 100.00% | ||||||
Threshold percentage (as a percent) | 100.00% | ||||||
Share-based Compensation Award, Tranche Two | Long Term Incentive Plan 2016 to 2018 Free Cash Flow Metric Awards | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Threshold percentage (as a percent) | 88.00% | ||||||
Share-based Compensation Award, Tranche Two | Long Term Incentive Plan 2016 to 2018 Free Cash Flow Metric Awards | Performance Shares | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 50.00% | ||||||
Threshold percentage (as a percent) | 88.00% | ||||||
Share-based Compensation Award, Tranche Two | Long Term Incentive Plan 2016 to 2018 Free Cash Flow Metric Awards | Performance Shares | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 100.00% | ||||||
Threshold percentage (as a percent) | 100.00% | ||||||
Share-based Compensation Award, Tranche Two | Long Term Incentive Plan 2016 to 2018 Market Based Awards | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 50.00% | ||||||
Threshold percentage (as a percent) | 55.00% | ||||||
Share-based Compensation Award, Tranche Three | Long Term Incentive Plan 2016 to 2018 Adjusted EBITDA Metric Awards | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Threshold percentage (as a percent) | 110.00% | ||||||
Share-based Compensation Award, Tranche Three | Long Term Incentive Plan 2016 to 2018 Adjusted EBITDA Metric Awards | Performance Shares | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 200.00% | ||||||
Share-based Compensation Award, Tranche Three | Long Term Incentive Plan 2016 to 2018 Free Cash Flow Metric Awards | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 200.00% | ||||||
Threshold percentage (as a percent) | 113.00% | ||||||
Share-based Compensation Award, Tranche Three | Long Term Incentive Plan 2016 to 2018 Market Based Awards | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 100.00% | ||||||
Threshold percentage (as a percent) | 75.00% | ||||||
Share-based Compensation Award, Tranche Four | Long Term Incentive Plan 2016 to 2018 Market Based Awards | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting percentage (as a percent) | 200.00% |
Supplemental Guarantor Financ52
Supplemental Guarantor Financial Information - Consolidating Balance Sheet-(Unaudited) (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 10,591 | $ 9,839 | $ 9,223 | $ 9,517 |
Accounts receivable, net | 72,016 | 68,562 | ||
Intercompany receivables | 0 | 0 | ||
Inventories, net | 74,234 | 71,698 | ||
Prepaid expenses | 7,743 | 6,649 | ||
Other current assets | 16,925 | 16,869 | ||
Total current assets | 181,509 | 173,617 | ||
Property and equipment, net | 304,055 | 297,083 | ||
Investments | 0 | 0 | ||
Goodwill | 60,947 | 58,599 | ||
Intangible assets | 7,868 | 1,547 | ||
Non-current deferred tax asset | 10,366 | 9,325 | ||
Other assets | 10,832 | 10,203 | ||
Total assets | 575,577 | 550,374 | ||
Current liabilities: | ||||
Notes payable | 6,630 | 6,556 | ||
Accounts payable | 39,100 | 40,696 | ||
Accrued expenses | 55,496 | 56,076 | ||
Current maturities of long-term debt | 8,731 | 5,410 | ||
Total current liabilities | 109,957 | 108,738 | ||
Long-term debt, net of current maturities | 467,480 | 462,470 | ||
Liabilities under capital leases | 21,461 | 8,737 | ||
Non-current deferred tax liability | 10,113 | 8,770 | ||
Pension, other post-retirement and post-employment obligations | 59,795 | 63,606 | ||
Other long-term liabilities | 5,565 | 11,123 | ||
Intercompany loans | 0 | 0 | ||
Total stockholders’ (deficit) equity | (98,794) | (113,070) | ||
Total liabilities and stockholders’ deficit | 575,577 | 550,374 | ||
Other Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Inventories, net | (896) | (925) | ||
Prepaid expenses | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Total current assets | (896) | (925) | ||
Property and equipment, net | 0 | 0 | ||
Investments | (1,088,951) | (1,044,507) | ||
Goodwill | 0 | 0 | ||
Intangible assets | 0 | 0 | ||
Non-current deferred tax asset | 0 | |||
Other assets | 0 | 0 | ||
Total assets | (1,089,847) | (1,045,432) | ||
Current liabilities: | ||||
Notes payable | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Current maturities of long-term debt | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Long-term debt, net of current maturities | 0 | 0 | ||
Liabilities under capital leases | 0 | |||
Non-current deferred tax liability | 0 | 0 | ||
Pension, other post-retirement and post-employment obligations | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Intercompany loans | 0 | 0 | ||
Total stockholders’ (deficit) equity | (1,089,847) | (1,045,432) | ||
Total liabilities and stockholders’ deficit | (1,089,847) | (1,045,432) | ||
Parent | ||||
Current assets: | ||||
Cash and cash equivalents | 677 | 3,105 | 848 | 605 |
Accounts receivable, net | 29 | 20 | ||
Intercompany receivables | (393,637) | (110,541) | ||
Inventories, net | 0 | 0 | ||
Prepaid expenses | 628 | 510 | ||
Other current assets | 0 | 0 | ||
Total current assets | (392,303) | (106,906) | ||
Property and equipment, net | 8,903 | 9,518 | ||
Investments | 860,087 | 837,064 | ||
Goodwill | 0 | 0 | ||
Intangible assets | 0 | 0 | ||
Non-current deferred tax asset | 0 | 0 | ||
Other assets | 0 | 0 | ||
Total assets | 476,687 | 739,676 | ||
Current liabilities: | ||||
Notes payable | 0 | 0 | ||
Accounts payable | 2,548 | 2,642 | ||
Accrued expenses | 13,087 | 12,661 | ||
Current maturities of long-term debt | 4,531 | 2,663 | ||
Total current liabilities | 20,166 | 17,966 | ||
Long-term debt, net of current maturities | 460,996 | 451,923 | ||
Liabilities under capital leases | 6,887 | 3,276 | ||
Non-current deferred tax liability | (1,400) | (1,515) | ||
Pension, other post-retirement and post-employment obligations | 18,956 | 19,950 | ||
Other long-term liabilities | 0 | 0 | ||
Intercompany loans | 61,423 | 341,412 | ||
Total stockholders’ (deficit) equity | (90,341) | (93,336) | ||
Total liabilities and stockholders’ deficit | 476,687 | 739,676 | ||
Total Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 512 | (2) | (5) | (14) |
Accounts receivable, net | 21,771 | 18,585 | ||
Intercompany receivables | 401,246 | 113,736 | ||
Inventories, net | 16,178 | 14,694 | ||
Prepaid expenses | 1,297 | 1,330 | ||
Other current assets | 2,519 | 2,849 | ||
Total current assets | 443,523 | 151,192 | ||
Property and equipment, net | 73,242 | 68,075 | ||
Investments | 228,864 | 207,443 | ||
Goodwill | 20,413 | 17,737 | ||
Intangible assets | 7,756 | 1,389 | ||
Non-current deferred tax asset | 0 | 0 | ||
Other assets | 0 | 0 | ||
Total assets | 773,798 | 445,836 | ||
Current liabilities: | ||||
Notes payable | 0 | 0 | ||
Accounts payable | 11,993 | 11,100 | ||
Accrued expenses | 8,861 | 9,668 | ||
Current maturities of long-term debt | 2,370 | 1,937 | ||
Total current liabilities | 23,224 | 22,705 | ||
Long-term debt, net of current maturities | 0 | 0 | ||
Liabilities under capital leases | 5,426 | 4,425 | ||
Non-current deferred tax liability | 1,243 | 1,243 | ||
Pension, other post-retirement and post-employment obligations | 674 | 2,619 | ||
Other long-term liabilities | 1,250 | 0 | ||
Intercompany loans | (107,720) | (403,154) | ||
Total stockholders’ (deficit) equity | 849,701 | 817,998 | ||
Total liabilities and stockholders’ deficit | 773,798 | 445,836 | ||
Total Non Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 9,402 | 6,736 | $ 8,380 | $ 8,926 |
Accounts receivable, net | 50,216 | 49,957 | ||
Intercompany receivables | (7,609) | (3,195) | ||
Inventories, net | 58,952 | 57,929 | ||
Prepaid expenses | 5,818 | 4,809 | ||
Other current assets | 14,406 | 14,020 | ||
Total current assets | 131,185 | 130,256 | ||
Property and equipment, net | 221,910 | 219,490 | ||
Investments | 0 | 0 | ||
Goodwill | 40,534 | 40,862 | ||
Intangible assets | 112 | 158 | ||
Non-current deferred tax asset | 10,366 | 9,325 | ||
Other assets | 10,832 | 10,203 | ||
Total assets | 414,939 | 410,294 | ||
Current liabilities: | ||||
Notes payable | 6,630 | 6,556 | ||
Accounts payable | 24,559 | 26,954 | ||
Accrued expenses | 33,548 | 33,747 | ||
Current maturities of long-term debt | 1,830 | 810 | ||
Total current liabilities | 66,567 | 68,067 | ||
Long-term debt, net of current maturities | 6,484 | 10,547 | ||
Liabilities under capital leases | 9,148 | 1,036 | ||
Non-current deferred tax liability | 10,270 | 9,042 | ||
Pension, other post-retirement and post-employment obligations | 40,165 | 41,037 | ||
Other long-term liabilities | 4,315 | 11,123 | ||
Intercompany loans | 46,297 | 61,742 | ||
Total stockholders’ (deficit) equity | 231,693 | 207,700 | ||
Total liabilities and stockholders’ deficit | $ 414,939 | $ 410,294 |
Supplemental Guarantor Financ53
Supplemental Guarantor Financial Information - Consolidating Statement of Operations and Comprehensive (Loss) Income (Unaudited) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Income Statements, Captions [Line Items] | ||||
Net Sales | $ 123,973 | $ 123,128 | $ 238,938 | $ 244,157 |
Costs and expenses: | ||||
Cost of products sold | 75,782 | 73,686 | 147,210 | 146,162 |
Selling | 15,735 | 16,429 | 31,456 | 32,756 |
General and administrative | 13,427 | 12,045 | 24,934 | 25,890 |
Research and development | 1,545 | 1,892 | 3,486 | 3,854 |
Restructuring | 2,777 | 5,509 | 5,609 | 7,733 |
Costs and expenses | 109,266 | 109,561 | 212,695 | 216,395 |
Income from operations | 14,707 | 13,567 | 26,243 | 27,762 |
Interest (expense) income, net | (10,658) | (8,705) | (20,999) | (18,369) |
Foreign exchange (loss) gain | (72) | (885) | (47) | 92 |
Equity in subsidiaries income | 0 | 0 | 0 | 0 |
Dividend income | 0 | 0 | 0 | 0 |
Income before provision for income taxes | 3,977 | 3,977 | 5,197 | 9,485 |
Provision for income taxes | (1,867) | (4,680) | (4,532) | (8,454) |
Net income (loss) | 2,110 | (703) | 665 | 1,031 |
Comprehensive income (loss) | 6,508 | 6,704 | 13,881 | (22,693) |
Other Eliminations | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net Sales | (7,493) | (8,608) | (14,716) | (16,938) |
Costs and expenses: | ||||
Cost of products sold | (7,618) | (8,501) | (14,745) | (16,736) |
Selling | 0 | 0 | 0 | |
General and administrative | 0 | 0 | 0 | 0 |
Research and development | 0 | 0 | 0 | 0 |
Restructuring | 0 | 0 | 0 | 0 |
Costs and expenses | (7,618) | (8,501) | (14,745) | (16,736) |
Income from operations | 125 | (107) | 29 | (202) |
Interest (expense) income, net | 0 | 0 | 0 | 0 |
Foreign exchange (loss) gain | 0 | 0 | 0 | 0 |
Equity in subsidiaries income | (22,676) | (11,685) | (39,582) | (39,977) |
Dividend income | (2,400) | (5,387) | (5,545) | (6,087) |
Income before provision for income taxes | (24,951) | (17,179) | (45,098) | (46,266) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | (24,951) | (17,179) | (45,098) | (46,266) |
Comprehensive income (loss) | (24,951) | (17,179) | (45,098) | (46,266) |
Parent | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net Sales | 0 | 0 | 0 | 0 |
Costs and expenses: | ||||
Cost of products sold | 0 | 19 | 0 | (328) |
Selling | 197 | 271 | 501 | 539 |
General and administrative | 3,479 | 2,055 | 6,170 | 4,882 |
Research and development | 182 | 241 | 563 | 472 |
Restructuring | 213 | 313 | 642 | 8,266 |
Costs and expenses | 4,071 | 2,899 | 7,876 | 13,831 |
Income from operations | (4,071) | (2,899) | (7,876) | (13,831) |
Interest (expense) income, net | (10,011) | (9,292) | (19,725) | (18,691) |
Foreign exchange (loss) gain | (134) | (370) | (117) | (157) |
Equity in subsidiaries income | 13,921 | 6,759 | 23,023 | 28,428 |
Dividend income | 2,400 | 5,387 | 5,545 | 6,087 |
Income before provision for income taxes | 2,105 | (415) | 850 | 1,836 |
Provision for income taxes | 5 | (288) | (185) | (805) |
Net income (loss) | 2,110 | (703) | 665 | 1,031 |
Comprehensive income (loss) | 3,205 | 725 | 2,599 | 2,356 |
Total Guarantors | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net Sales | 46,080 | 41,587 | 86,668 | 84,438 |
Costs and expenses: | ||||
Cost of products sold | 30,738 | 27,544 | 59,034 | 56,922 |
Selling | 5,131 | 5,049 | 10,142 | 9,850 |
General and administrative | 1,047 | 1,469 | 1,970 | 2,881 |
Research and development | 928 | 1,194 | 2,019 | 2,390 |
Restructuring | 640 | 140 | 1,668 | 315 |
Costs and expenses | 38,484 | 35,396 | 74,833 | 72,358 |
Income from operations | 7,596 | 6,191 | 11,835 | 12,080 |
Interest (expense) income, net | 320 | 973 | 837 | 2,133 |
Foreign exchange (loss) gain | 19 | (94) | (35) | (235) |
Equity in subsidiaries income | 8,755 | 4,926 | 16,559 | 11,549 |
Dividend income | 0 | 0 | 0 | 0 |
Income before provision for income taxes | 16,690 | 11,996 | 29,196 | 25,527 |
Provision for income taxes | (261) | (43) | (263) | (72) |
Net income (loss) | 16,429 | 11,953 | 28,933 | 25,455 |
Comprehensive income (loss) | 19,002 | 11,928 | 31,496 | 26,071 |
Total Non Guarantors | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net Sales | 85,386 | 90,149 | 166,986 | 176,657 |
Costs and expenses: | ||||
Cost of products sold | 52,662 | 54,624 | 102,921 | 106,304 |
Selling | 10,407 | 11,109 | 20,813 | 22,367 |
General and administrative | 8,901 | 8,521 | 16,794 | 18,127 |
Research and development | 435 | 457 | 904 | 992 |
Restructuring | 1,924 | 5,056 | 3,299 | (848) |
Costs and expenses | 74,329 | 79,767 | 144,731 | 146,942 |
Income from operations | 11,057 | 10,382 | 22,255 | 29,715 |
Interest (expense) income, net | (967) | (386) | (2,111) | (1,811) |
Foreign exchange (loss) gain | 43 | (421) | 105 | 484 |
Equity in subsidiaries income | 0 | 0 | 0 | 0 |
Dividend income | 0 | 0 | 0 | 0 |
Income before provision for income taxes | 10,133 | 9,575 | 20,249 | 28,388 |
Provision for income taxes | (1,611) | (4,349) | (4,084) | (7,577) |
Net income (loss) | 8,522 | 5,226 | 16,165 | 20,811 |
Comprehensive income (loss) | $ 9,252 | $ 11,230 | $ 24,884 | $ (4,854) |
Supplemental Guarantor Financ54
Supplemental Guarantor Financial Information - Consolidating Statement of Cash Flows (Unaudited) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities | ||||
Net income (loss) | $ 2,110 | $ (703) | $ 665 | $ 1,031 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Stock-based compensation | 1,426 | 1,626 | ||
Depreciation | 16,082 | 14,259 | ||
Amortization of intangibles | 304 | 158 | ||
Deferred financing cost amortization | 1,542 | 1,771 | ||
Foreign exchange gain on revaluation of debt | 151 | (915) | ||
Deferred taxes | (797) | 1,607 | ||
Loss on disposition of property and equipment | 78 | 28 | ||
Provision for doubtful accounts | (16) | 178 | ||
Undistributed equity in earnings of subsidiaries | 0 | 0 | ||
Change in assets and liabilities which provided (used) cash: | ||||
Accounts receivable | 1,003 | (156) | ||
Inventories | 2,353 | 1,985 | ||
Prepaid expenses | (851) | (1,241) | ||
Other current assets | 71 | (1,006) | ||
Accounts payable and accrued expenses | (5,413) | 896 | ||
Deferred and other long-term liabilities | 533 | (5,316) | ||
Intercompany loans | 0 | 0 | ||
Net cash provided by operating activities | 17,131 | 14,905 | ||
Investing activities | ||||
Capital expenditures | (5,972) | (27,914) | ||
Intercompany property and equipment transfers, net | 0 | 0 | ||
Proceeds from disposals of property and equipment | 117 | 62 | ||
Acquisition costs | (16,225) | 0 | ||
Net cash used in investing activities | (22,080) | (27,852) | ||
Financing activities | ||||
Proceeds from borrowings | 39,864 | 42,985 | ||
Principal payments on debt | (29,703) | (30,274) | ||
Dividends paid | 0 | 0 | ||
Payment of obligations under capital leases | (1,726) | (557) | ||
Payment of financing fees | (24) | (27) | ||
Intercompany loans | 0 | 0 | ||
Other financing activities | 0 | |||
Employee taxes paid on equity awards | 1,031 | 234 | ||
Net cash provided by financing activities | 7,380 | 11,893 | ||
Effect of exchange rate changes on cash flows | (1,679) | 760 | ||
Net increase (decrease) in cash | 752 | (294) | ||
Cash and cash equivalents at beginning of period | 9,839 | 9,517 | ||
Cash and cash equivalents at end of period | 10,591 | 9,223 | 10,591 | 9,223 |
Other Eliminations | ||||
Operating activities | ||||
Net income (loss) | (24,951) | (17,179) | (45,098) | (46,266) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Stock-based compensation | 0 | 0 | ||
Depreciation | 0 | 0 | ||
Amortization of intangibles | 0 | 0 | ||
Deferred financing cost amortization | 0 | 0 | ||
Foreign exchange gain on revaluation of debt | 0 | 0 | ||
Deferred taxes | 0 | 0 | ||
Loss on disposition of property and equipment | 0 | 0 | ||
Provision for doubtful accounts | 0 | 0 | ||
Undistributed equity in earnings of subsidiaries | 39,582 | 39,977 | ||
Change in assets and liabilities which provided (used) cash: | ||||
Accounts receivable | 0 | 0 | ||
Inventories | (29) | 202 | ||
Prepaid expenses | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Accounts payable and accrued expenses | 0 | 0 | ||
Deferred and other long-term liabilities | 0 | 0 | ||
Intercompany loans | 0 | 0 | ||
Net cash provided by operating activities | (5,545) | (6,087) | ||
Investing activities | ||||
Capital expenditures | 0 | 0 | ||
Intercompany property and equipment transfers, net | 0 | 0 | ||
Proceeds from disposals of property and equipment | 0 | 0 | ||
Acquisition costs | 0 | |||
Net cash used in investing activities | 0 | 0 | ||
Financing activities | ||||
Proceeds from borrowings | 0 | 0 | ||
Principal payments on debt | 0 | 0 | ||
Dividends paid | 5,545 | 6,087 | ||
Payment of obligations under capital leases | 0 | 0 | ||
Payment of financing fees | 0 | 0 | ||
Intercompany loans | 0 | 0 | ||
Other financing activities | 0 | |||
Employee taxes paid on equity awards | 0 | 0 | ||
Net cash provided by financing activities | 5,545 | 6,087 | ||
Effect of exchange rate changes on cash flows | 0 | 0 | ||
Net increase (decrease) in cash | 0 | 0 | ||
Cash and cash equivalents at beginning of period | 0 | 0 | ||
Cash and cash equivalents at end of period | 0 | 0 | 0 | 0 |
Parent | ||||
Operating activities | ||||
Net income (loss) | 2,110 | (703) | 665 | 1,031 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Stock-based compensation | 1,426 | 1,476 | ||
Depreciation | 1,121 | 732 | ||
Amortization of intangibles | 0 | 0 | ||
Deferred financing cost amortization | 1,493 | 1,723 | ||
Foreign exchange gain on revaluation of debt | 151 | (915) | ||
Deferred taxes | 115 | 661 | ||
Loss on disposition of property and equipment | 0 | 0 | ||
Provision for doubtful accounts | 0 | 0 | ||
Undistributed equity in earnings of subsidiaries | (23,023) | (28,428) | ||
Change in assets and liabilities which provided (used) cash: | ||||
Accounts receivable | (8) | 9 | ||
Inventories | 0 | 0 | ||
Prepaid expenses | (118) | (424) | ||
Other current assets | 0 | 0 | ||
Accounts payable and accrued expenses | 390 | (1,168) | ||
Deferred and other long-term liabilities | (9) | (9) | ||
Intercompany loans | 283,096 | (8,586) | ||
Net cash provided by operating activities | 265,299 | (33,898) | ||
Investing activities | ||||
Capital expenditures | (382) | (5,426) | ||
Intercompany property and equipment transfers, net | (2) | 1 | ||
Proceeds from disposals of property and equipment | 0 | 0 | ||
Acquisition costs | 0 | |||
Net cash used in investing activities | (384) | (5,425) | ||
Financing activities | ||||
Proceeds from borrowings | 37,542 | 25,744 | ||
Principal payments on debt | (24,178) | (23,209) | ||
Dividends paid | 0 | 0 | ||
Payment of obligations under capital leases | (424) | (323) | ||
Payment of financing fees | (60) | (54) | ||
Intercompany loans | (279,192) | 32,142 | ||
Other financing activities | 5,500 | |||
Employee taxes paid on equity awards | 1,031 | 234 | ||
Net cash provided by financing activities | (267,343) | 39,566 | ||
Effect of exchange rate changes on cash flows | 0 | 0 | ||
Net increase (decrease) in cash | (2,428) | 243 | ||
Cash and cash equivalents at beginning of period | 3,105 | 605 | ||
Cash and cash equivalents at end of period | 677 | 848 | 677 | 848 |
Total Guarantors | ||||
Operating activities | ||||
Net income (loss) | 16,429 | 11,953 | 28,933 | 25,455 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Stock-based compensation | 0 | 0 | ||
Depreciation | 4,128 | 3,496 | ||
Amortization of intangibles | 256 | 137 | ||
Deferred financing cost amortization | 0 | 0 | ||
Foreign exchange gain on revaluation of debt | 0 | 0 | ||
Deferred taxes | 0 | 0 | ||
Loss on disposition of property and equipment | 0 | 25 | ||
Provision for doubtful accounts | (17) | 48 | ||
Undistributed equity in earnings of subsidiaries | (16,559) | (11,549) | ||
Change in assets and liabilities which provided (used) cash: | ||||
Accounts receivable | (509) | 1,390 | ||
Inventories | 956 | (310) | ||
Prepaid expenses | 33 | (436) | ||
Other current assets | 329 | 41 | ||
Accounts payable and accrued expenses | (1,623) | (1,287) | ||
Deferred and other long-term liabilities | 256 | 691 | ||
Intercompany loans | (287,521) | (6,093) | ||
Net cash provided by operating activities | (271,338) | 11,608 | ||
Investing activities | ||||
Capital expenditures | (1,459) | (3,681) | ||
Intercompany property and equipment transfers, net | 2 | 191 | ||
Proceeds from disposals of property and equipment | 5 | 26 | ||
Acquisition costs | (16,225) | |||
Net cash used in investing activities | (17,677) | (3,464) | ||
Financing activities | ||||
Proceeds from borrowings | 0 | 0 | ||
Principal payments on debt | 0 | 0 | ||
Dividends paid | (5,545) | (6,085) | ||
Payment of obligations under capital leases | (1,123) | (226) | ||
Payment of financing fees | 0 | 0 | ||
Intercompany loans | 296,197 | (1,825) | ||
Other financing activities | 0 | |||
Employee taxes paid on equity awards | 0 | 0 | ||
Net cash provided by financing activities | 289,529 | (8,136) | ||
Effect of exchange rate changes on cash flows | 0 | 1 | ||
Net increase (decrease) in cash | 514 | 9 | ||
Cash and cash equivalents at beginning of period | (2) | (14) | ||
Cash and cash equivalents at end of period | 512 | (5) | 512 | (5) |
Total Non Guarantors | ||||
Operating activities | ||||
Net income (loss) | 8,522 | 5,226 | 16,165 | 20,811 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Stock-based compensation | 0 | 150 | ||
Depreciation | 10,833 | 10,031 | ||
Amortization of intangibles | 48 | 21 | ||
Deferred financing cost amortization | 49 | 48 | ||
Foreign exchange gain on revaluation of debt | 0 | 0 | ||
Deferred taxes | (912) | 946 | ||
Loss on disposition of property and equipment | 78 | 3 | ||
Provision for doubtful accounts | 1 | 130 | ||
Undistributed equity in earnings of subsidiaries | 0 | 0 | ||
Change in assets and liabilities which provided (used) cash: | ||||
Accounts receivable | 1,520 | (1,555) | ||
Inventories | 1,426 | 2,093 | ||
Prepaid expenses | (766) | (381) | ||
Other current assets | (258) | (1,047) | ||
Accounts payable and accrued expenses | (4,180) | 3,351 | ||
Deferred and other long-term liabilities | 286 | (5,998) | ||
Intercompany loans | 4,425 | 14,679 | ||
Net cash provided by operating activities | 28,715 | 43,282 | ||
Investing activities | ||||
Capital expenditures | (4,131) | (18,807) | ||
Intercompany property and equipment transfers, net | 0 | (192) | ||
Proceeds from disposals of property and equipment | 112 | 36 | ||
Acquisition costs | 0 | |||
Net cash used in investing activities | (4,019) | (18,963) | ||
Financing activities | ||||
Proceeds from borrowings | 2,322 | 17,241 | ||
Principal payments on debt | (5,525) | (7,065) | ||
Dividends paid | 0 | (2) | ||
Payment of obligations under capital leases | (179) | (8) | ||
Payment of financing fees | 36 | 27 | ||
Intercompany loans | (17,005) | (30,317) | ||
Other financing activities | (5,500) | |||
Employee taxes paid on equity awards | 0 | 0 | ||
Net cash provided by financing activities | (20,351) | (25,624) | ||
Effect of exchange rate changes on cash flows | (1,679) | 759 | ||
Net increase (decrease) in cash | 2,666 | (546) | ||
Cash and cash equivalents at beginning of period | 6,736 | 8,926 | ||
Cash and cash equivalents at end of period | $ 9,402 | $ 8,380 | $ 9,402 | $ 8,380 |
Subsequent Events (Details)
Subsequent Events (Details) - Senior Notes - Subsequent Event - USD ($) $ in Millions | Aug. 09, 2016 | Jul. 26, 2016 |
Senior Secured Notes due 2021 | ||
Subsequent Event [Line Items] | ||
Aggregate principal amount | $ 480 | |
Debt instrument interest rate (percent) | 9.50% | |
Discounted debt issuance | 98.54% | |
Senior Notes due 2018 | ||
Subsequent Event [Line Items] | ||
Debt instrument interest rate (percent) | 8.875% | |
Redemption price | 102.219% |