Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information On August 9, 2016, the Company closed on the sale of its Notes. The Notes are secured obligations of the Company and are fully and unconditionally guaranteed on a senior secured 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 At December 31, 2016 (Dollars in thousands) Parent Total Total Non Other The ASSETS Current assets: Cash and cash equivalents $ 1,368 $ 279 $ 11,161 $ — $ 12,808 Accounts receivable, net 70 18,787 49,810 — 68,667 Intercompany (payable) receivable (410,370 ) 419,192 (8,822 ) — — Inventories — 17,356 54,577 (1,111 ) 70,822 Prepaid expenses 545 395 5,385 — 6,325 Other current assets — 3,842 11,942 — 15,784 Total current assets (408,387 ) 459,851 124,053 (1,111 ) 174,406 Property and equipment, net 8,393 67,794 207,914 — 284,101 Investments 869,508 211,897 — (1,081,405 ) — Goodwill — 19,614 37,169 — 56,783 Intangible assets — 7,265 65 — 7,330 Non-current deferred tax asset — — 10,737 — 10,737 Other assets — — 8,556 — 8,556 Total assets $ 469,514 $ 766,421 $ 388,494 $ (1,082,516 ) $ 541,913 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Notes payable $ — $ — $ 7,328 $ — $ 7,328 Accounts payable 2,279 10,307 23,572 — 36,158 Accrued expenses 26,495 8,659 29,378 — 64,532 Current maturities of long-term debt 2,342 2,320 3,938 — 8,600 Total current liabilities 31,116 21,286 64,216 — 116,618 Long-term debt, net of current maturities and deferred financing costs 464,494 — 8,429 — 472,923 Liabilities under capital lease 5,830 4,627 8,779 — 19,236 Non-current deferred tax liability 1,270 — 5,887 — 7,157 Pension, other post-retirement and post-employment obligations 20,923 763 43,340 — 65,026 Other long-term liabilities — 1,250 6,608 — 7,858 Intercompany loans 63,923 (97,953 ) 34,030 — — Total stockholders’ (deficit) equity (118,042 ) 836,448 217,205 (1,082,516 ) (146,905 ) Total liabilities and stockholders’ equity (deficit) $ 469,514 $ 766,421 $ 388,494 $ (1,082,516 ) $ 541,913 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 (payable) receivable (110,541 ) 113,736 (3,195 ) — — Inventories — 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 and deferred financing costs 451,923 — 10,547 — 462,470 Liabilities under capital lease 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’ equity (deficit) $ 739,676 $ 445,836 $ 410,294 $ (1,045,432 ) $ 550,374 Xerium Technologies, Inc. Consolidating Statement of Operations and Comprehensive (Loss) Income For the year ended December 31, 2016 (Dollars in thousands) Parent Total Total Non Other The Net sales $ — $ 172,405 $ 327,732 $ (28,820 ) $ 471,317 Costs and expenses: Cost of products sold (58 ) 116,369 206,165 (28,634 ) 293,842 Selling 970 19,916 41,924 — 62,810 General and administrative 12,409 2,698 35,956 — 51,063 Research and development 1,146 3,916 2,038 — 7,100 Restructuring 1,033 2,671 6,658 — 10,362 15,500 145,570 292,741 (28,634 ) 425,177 (Loss) income from operations (15,500 ) 26,835 34,991 (186 ) 46,140 Interest (expense) income, net (43,543 ) 646 (3,258 ) — (46,155 ) Loss on extinguishment of debt (11,938 ) — — — (11,938 ) Equity in subsidiaries income 32,444 22,602 — (55,046 ) — Foreign exchange (loss) gain 436 (217 ) (602 ) — (383 ) Dividend income 14,858 3,413 — (18,271 ) — (Loss) income before provision for income taxes (23,243 ) 53,279 31,131 (73,503 ) (12,336 ) Provision for income taxes 1,625 (847 ) (10,060 ) — (9,282 ) Net (loss) income $ (21,618 ) $ 52,432 $ 21,071 $ (73,503 ) $ (21,618 ) Comprehensive (loss) income $ (25,476 ) $ 54,949 $ 9,426 $ (73,503 ) $ (34,604 ) Xerium Technologies, Inc. Consolidating Statement of Operations and Comprehensive (Loss) Income For the year ended December 31, 2015 (Dollars in thousands) Parent Total Total Non Other The Net sales $ — $ 167,986 $ 343,024 $ (33,767 ) $ 477,243 Costs and expenses: Cost of products sold (290 ) 116,041 206,379 (33,618 ) 288,512 Selling 1,073 19,804 43,537 — 64,414 General and administrative 14,022 4,968 37,260 — 56,250 Research and development 921 4,526 1,957 — 7,404 Restructuring 8,498 1,537 4,614 — 14,649 24,224 146,876 293,747 (33,618 ) 431,229 (Loss) income from operations (24,224 ) 21,110 49,277 (149 ) 46,014 Interest (expense) income, net (38,239 ) 3,732 (3,906 ) — (38,413 ) Loss on extinguishment of debt (388 ) — — — (388 ) Equity in subsidiaries income 41,480 27,828 — (69,308 ) — Foreign exchange gain (loss) (73 ) (410 ) 2,355 — 1,872 Dividend income 17,204 — — (17,204 ) — (Loss) income before provision for income taxes (4,240 ) 52,260 47,726 (86,661 ) 9,085 Provision for income taxes (140 ) (861 ) (12,464 ) — (13,465 ) Net (loss) income $ (4,380 ) $ 51,399 $ 35,262 $ (86,661 ) $ (4,380 ) Comprehensive (loss) income $ (1,925 ) $ 53,194 $ (4,742 ) $ (86,661 ) $ (40,134 ) Xerium Technologies, Inc. Consolidating Statement of Operations and Comprehensive (Loss) Income For the year ended December 31, 2014 (Dollars in thousands) Parent Total Total Non Other The Net sales $ — $ 184,053 $ 395,751 $ (36,872 ) $ 542,932 Costs and expenses: Cost of products sold (1,372 ) 126,004 239,576 (37,047 ) 327,161 Selling 945 20,628 51,429 — 73,002 General and administrative 8,718 8,448 39,373 — 56,539 Research and development 1,007 4,676 2,220 — 7,903 Restructuring and impairment 576 936 16,630 — 18,142 9,874 160,692 349,228 (37,047 ) 482,747 (Loss) income from operations (9,874 ) 23,361 46,523 175 60,185 Interest (expense) income, net (35,016 ) 5,469 (7,221 ) — (36,768 ) Foreign exchange (loss) gain (827 ) (215 ) 323 — (719 ) Equity in subsidiaries income 38,777 8,014 — (46,791 ) — (Loss) income before provision for income taxes (6,940 ) 36,629 39,625 (46,616 ) 22,698 Provision for income taxes $ (442 ) $ (135 ) $ (29,503 ) $ — $ (30,080 ) Net (loss) income $ (7,382 ) $ 36,494 $ 10,122 $ (46,616 ) $ (7,382 ) Comprehensive (loss) income $ (20,810 ) $ 36,072 $ (31,914 ) $ (46,616 ) $ (63,268 ) Xerium Technologies, Inc. Consolidating Statement of Cash Flows For the year ended December 31, 2016 (Dollars in thousands) Parent Total Total Non Other The Operating activities Net (loss) income $ (21,618 ) $ 52,432 $ 21,071 $ (73,503 ) $ (21,618 ) Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: Stock-based compensation 2,612 — — — 2,612 Depreciation 2,250 8,188 21,677 — 32,115 Amortization of other intangibles — 747 94 — 841 Deferred financing cost amortization 2,967 — 96 — 3,063 Unrealized foreign exchange gain on revaluation of debt (3,267 ) — — — (3,267 ) Deferred taxes (1,707 ) — 1,926 — 219 (Gain) loss on disposition of property and equipment — 30 20 — 50 Provision for doubtful accounts — (57 ) 332 — 275 Loss on extinguishment of debt 11,938 — — — 11,938 Undistributed equity in earnings of subsidiaries (32,444 ) (22,602 ) — 55,046 — Change in assets and liabilities which provided (used) cash: Accounts receivable (50 ) 2,461 (734 ) — 1,677 Inventories — 256 3,304 186 3,746 Prepaid expenses (34 ) 907 (541 ) — 332 Other current assets — 713 (1,997 ) — (1,284 ) Accounts payable and accrued expenses 15,635 (3,513 ) (7,618 ) — 4,504 Deferred and other long-term liabilities 136 780 390 — 1,306 Intercompany loans 299,828 (305,386 ) 5,558 — — Net cash (used in) provided by operating activities 276,246 (265,044 ) 43,578 (18,271 ) 36,509 Investing activities Capital expenditures (944 ) (2,907 ) (9,855 ) — (13,706 ) Intercompany property and equipment transfers, net 26 42 (68 ) — — Proceeds from disposals of property and equipment — 5 112 — 117 Acquisition of business, net of cash acquired — (16,225 ) — — (16,225 ) Net cash used in investing activities (918 ) (19,085 ) (9,811 ) — (29,814 ) Financing activities Increase in notes payable — — 1,121 — 1,121 Proceeds from borrowings 557,032 — 8,521 — 565,553 Principal payments on debt (532,249 ) — (7,462 ) — (539,711 ) Payment of deferred financing fees (23,567 ) — 71 — (23,496 ) Payment of obligations under capital leases (1,428 ) (2,137 ) (385 ) — (3,950 ) Dividends paid — (14,858 ) (3,413 ) 18,271 — Intercompany loans (275,010 ) 301,405 (26,395 ) — — Employee taxes paid on equity awards (1,843 ) — — — (1,843 ) Net cash provided by (used in) financing activities (277,065 ) 284,410 (27,942 ) 18,271 (2,326 ) Effect of exchange rate changes on cash flows — — (1,400 ) — (1,400 ) Net increase (decrease) in cash (1,737 ) 281 4,425 — 2,969 Cash and cash equivalents at beginning of period 3,105 (2 ) 6,736 — 9,839 Cash and cash equivalents at end of period $ 1,368 $ 279 $ 11,161 $ — $ 12,808 Xerium Technologies, Inc. Consolidating Statement of Cash Flows For the year ended December 31, 2015 (Dollars in thousands) Parent Total Total Non Other The Operating activities Net (loss) income $ (4,380 ) $ 51,399 $ 35,262 $ (86,661 ) $ (4,380 ) Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: Stock-based compensation 3,007 — 291 — 3,298 Depreciation 1,545 7,180 20,227 — 28,952 Amortization of other intangibles — 275 23 — 298 Deferred financing cost amortization 3,367 — 95 — 3,462 Unrealized foreign exchange gain on revaluation of debt (3,426 ) — — — (3,426 ) Deferred taxes (196 ) — (2,589 ) — (2,785 ) Asset impairment 61 421 1,054 — 1,536 (Gain) loss on disposition of property and equipment 4 (45 ) (1,342 ) (1,383 ) Pension settlement losses — 1,108 — — 1,108 Loss on extinguishment of debt 388 — — — 388 Provision for doubtful accounts — 266 851 — 1,117 Undistributed equity in earnings of subsidiaries (41,480 ) (27,828 ) — 69,308 — Change in assets and liabilities which provided (used) cash: Accounts receivable 29 3,508 1,697 — 5,234 Inventories — 2,615 220 150 2,985 Prepaid expenses 36 139 582 — 757 Other current assets — (620 ) (2,599 ) — (3,219 ) Accounts payable and accrued expenses 2,105 2,254 941 — 5,300 Deferred and other long-term liabilities 459 1,282 (7,696 ) — (5,955 ) Intercompany loans (14,972 ) (6,050 ) 21,022 — — Net cash (used in) provided by operating activities (53,453 ) 35,904 68,039 (17,203 ) 33,287 Investing activities Capital expenditures (7,396 ) (11,788 ) (31,687 ) — (50,871 ) Intercompany property and equipment transfers, net 8,588 (1,568 ) (7,020 ) — — Proceeds from disposals of property and equipment 157 117 2,992 — 3,266 Net cash provided by (used) in investing activities 1,349 (13,239 ) (35,715 ) — (47,605 ) Financing activities Proceeds from borrowings 73,094 4,076 22,778 — 99,948 Increase in notes payable — — 6,759 — 6,759 Principal payments on debt (75,318 ) — (12,740 ) — (88,058 ) Payment of obligations under capital leases (597 ) (708 ) (108 ) — (1,413 ) Payment of deferred financing fees (893 ) — 231 — (662 ) Dividends paid — (15,410 ) (1,793 ) 17,203 — Intercompany loans 54,942 (10,610 ) (44,332 ) — — Other financing activities 5,500 — (5,500 ) — — Employee taxes paid on equity awards (2,124 ) — — — (2,124 ) Net cash provided by (used in) financing activities 54,604 (22,652 ) (34,705 ) 17,203 14,450 Effect of exchange rate changes on cash flows — — 190 — 190 Net increase (decrease) in cash 2,500 13 (2,191 ) — 322 Cash and cash equivalents at beginning of period 605 (15 ) 8,927 — 9,517 Cash and cash equivalents at end of period $ 3,105 $ (2 ) $ 6,736 $ — $ 9,839 Xerium Technologies, Inc. Consolidating Statement of Cash Flows For the year ended December 31, 2014 (Dollars in thousands) Parent Total Total Non Other The Operating activities Net (loss) income $ (7,382 ) $ 36,494 $ 10,122 $ (46,616 ) $ (7,382 ) Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: Stock-based compensation 2,295 — 253 — 2,548 Depreciation 1,168 7,102 24,482 — 32,752 Amortization of other intangibles — 1,430 110 — 1,540 Deferred financing cost amortization 3,227 — 76 — 3,303 Unrealized foreign exchange gain on revaluation of debt (259 ) — — — (259 ) Deferred taxes 330 — (5,187 ) — (4,857 ) Asset impairment — — 136 — 136 (Gain) loss on disposition of property and equipment — 100 (1,136 ) — (1,036 ) Provision for doubtful accounts — 67 207 — 274 Undistributed equity in earnings of subsidiaries (38,777 ) (8,014 ) — 46,791 — Change in assets and liabilities which provided (used) cash: Accounts receivable (50 ) (237 ) (3,174 ) — (3,461 ) Inventories — 14 (8,848 ) (175 ) (9,009 ) Prepaid expenses (148 ) (534 ) (155 ) — (837 ) Other current assets 514 (297 ) (3,495 ) — (3,278 ) Accounts payable and accrued expenses (747 ) (27 ) 3,313 — 2,539 Deferred and other long-term liabilities (666 ) 28 (3,501 ) — (4,139 ) Intercompany loans (5,785 ) 2,928 2,857 — — Net cash (used in) provided by operating activities (46,280 ) 39,054 16,060 — 8,834 Investing activities Capital expenditures (11,336 ) (6,259 ) (27,623 ) — (45,218 ) Intercompany property and equipment transfers, net 17,290 (101 ) (17,189 ) — — Proceeds from disposals of property and equipment — 79 3,351 — 3,430 Other investing activities (26,100 ) 25,600 500 — — Net cash provided by (used) in investing activities (20,146 ) 19,319 (40,961 ) — (41,788 ) Financing activities Proceeds from borrowings 85,463 — 16,696 — 102,159 Increase in notes payable — — (7,168 ) — (7,168 ) Principal payments on debt (56,743 ) (12 ) (15,198 ) — (71,953 ) Payment of obligations under capital leases (511 ) (310 ) — — (821 ) Payment of deferred financing fees (729 ) — (795 ) — (1,524 ) Intercompany loans 54,423 (58,056 ) 3,633 — — Other financing activities (17,050 ) — 17,050 — — Employee taxes paid on equity awards (1,942 ) — — — (1,942 ) Net cash provided by (used in) financing activities 62,911 (58,378 ) 14,218 — 18,751 Effect of exchange rate changes on cash flows — — (1,996 ) — (1,996 ) Net increase (decrease) in cash (3,515 ) (5 ) (12,679 ) — (16,199 ) Cash and cash equivalents at beginning of period 4,120 (10 ) 21,606 — 25,716 Cash and cash equivalents at end of period $ 605 $ (15 ) $ 8,927 $ — $ 9,517 |