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 Xerium Technologies, Inc. (referred to as “Parent” for the purpose of this note only) and are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by all of the domestic 100% owned subsidiaries of the Parent (the “Guarantors”). In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act of 1933, as amended, the following condensed consolidating financial statements present the financial position, results of operations and cash flows of the Parent on a stand-alone parent-only basis, the Guarantors on a Guarantors-only basis, the combined non-Guarantor subsidiaries and elimination entries necessary to arrive at the information for the Parent, the Guarantors and non-Guarantor subsidiaries on a consolidated basis. Xerium Technologies, Inc. Consolidating Balance Sheet At December 31, 2017 (Dollars in thousands) Parent Total Total Non Other The ASSETS Current assets: Cash and cash equivalents $ 3,578 $ 57 $ 13,618 $ — $ 17,253 Accounts receivable, net 20 19,721 56,892 — 76,633 Intercompany (payable) receivable (452,873 ) 475,864 (22,991 ) — — Inventories — 16,618 59,047 (940 ) 74,725 Prepaid expenses 266 316 10,753 — 11,335 Other current assets 175 3,338 11,803 — 15,316 Total current assets (448,834 ) 515,914 129,122 (940 ) 195,262 Property and equipment, net 7,044 60,382 214,952 — 282,378 Investments 901,275 271,278 — (1,172,553 ) — Goodwill — 19,614 45,169 — 64,783 Intangible assets — 5,961 4 — 5,965 Non-current deferred tax asset — — 10,103 — 10,103 Other assets — — 9,358 — 9,358 Total assets $ 459,485 $ 873,149 $ 408,708 $ (1,173,493 ) $ 567,849 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Notes payable $ — $ — $ 8,398 $ — $ 8,398 Accounts payable 1,963 11,431 26,462 — 39,856 Accrued expenses 26,186 8,214 29,755 — 64,155 Current maturities of long-term debt 1,800 2,329 6,485 — 10,614 Total current liabilities 29,949 21,974 71,100 — 123,023 Long-term debt, net of current maturities and deferred financing costs 467,605 — 6,299 — 473,904 Liabilities under capital lease 4,159 2,831 8,962 — 15,952 Non-current deferred tax liability 3,439 — 9,458 — 12,897 Pension, other post-retirement and post-employment obligations 21,402 1,434 46,369 — 69,205 Other long-term liabilities — — 9,334 — 9,334 Intercompany loans 71,692 (108,319 ) 36,627 — — Total stockholders’ (deficit) equity (138,761 ) 955,229 220,559 (1,173,493 ) (136,466 ) Total liabilities and stockholders’ equity (deficit) $ 459,485 $ 873,149 $ 408,708 $ (1,173,493 ) $ 567,849 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 Statement of Operations and Comprehensive (Loss) Income For the year ended December 31, 2017 (Dollars in thousands) Parent Total Total Non Other The Net sales $ — $ 178,413 $ 328,998 $ (26,363 ) $ 481,048 Costs and expenses: Cost of products sold 58 117,344 205,330 (26,533 ) 296,199 Selling 1,055 20,014 41,781 — 62,850 General and administrative 10,950 (15,623 ) 57,425 — 52,752 Research and development 980 3,595 2,006 — 6,581 Restructuring 386 2,832 4,666 — 7,884 13,429 128,162 311,208 (26,533 ) 426,266 (Loss) income from operations (13,429 ) 50,251 17,790 170 54,782 Interest expense, net (49,160 ) (1,836 ) (1,819 ) — (52,815 ) Loss on extinguishment of debt (32 ) — — — (32 ) Equity in subsidiaries income (loss) 32,236 (1,122 ) — (31,114 ) — Foreign exchange (loss) gain (2,134 ) 695 (1,503 ) — (2,942 ) Dividend income (expense) 19,574 11,537 — (31,111 ) — (Loss) income before provision for income taxes (12,945 ) 59,525 14,468 (62,055 ) (1,007 ) Provision for income taxes (1,701 ) (941 ) (10,997 ) — (13,639 ) Net (loss) income $ (14,646 ) $ 58,584 $ 3,471 $ (62,055 ) $ (14,646 ) Comprehensive (loss) income $ (22,385 ) $ 58,691 $ 34,522 $ (62,055 ) $ 8,773 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 gain (loss) 436 (217 ) (602 ) — (383 ) Dividend income (expense) 14,858 3,413 — (18,271 ) — (Loss) income before provision for income taxes (23,243 ) 53,279 31,131 (73,503 ) (12,336 ) Benefit from (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 (loss) gain (73 ) (410 ) 2,355 — 1,872 Dividend income (expense) 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 Cash Flows For the year ended December 31, 2017 (Dollars in thousands) Parent Total Total Non Other The Operating activities Net (loss) income $ (14,646 ) $ 58,584 $ 3,471 $ (62,055 ) $ (14,646 ) Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: Stock-based compensation 2,518 — — — 2,518 Depreciation 2,312 8,262 21,166 — 31,740 Amortization of other intangibles — 1,304 61 — 1,365 Deferred financing cost amortization 3,538 — 96 — 3,634 Pension settlement losses — — 921 — 921 Foreign exchange loss on revaluation of debt 968 — 167 — 1,135 Deferred taxes 1,641 — 6,875 — 8,516 Asset impairment — 88 19 — 107 Gain on disposition of property and equipment — 138 (2 ) — 136 Provision for doubtful accounts — 118 456 — 574 Loss on extinguishment of debt 32 — — — 32 Undistributed equity in (earnings of) loss from subsidiaries (32,236 ) 1,122 — 31,114 — Change in assets and liabilities which provided (used) cash: Accounts receivable 50 (1,053 ) (3,421 ) — (4,424 ) Inventories — 738 909 (170 ) 1,477 Prepaid expenses 279 (116 ) (5,104 ) — (4,941 ) Other current assets (175 ) 104 727 — 656 Accounts payable and accrued expenses (567 ) 677 (847 ) — (737 ) Deferred and other long-term liabilities (186 ) 620 (3,782 ) — (3,348 ) Intercompany loans 42,503 (56,882 ) 14,379 — — Net cash provided by (used in) operating activities 6,031 13,704 36,091 (31,111 ) 24,715 Investing activities Capital expenditures (862 ) (1,257 ) (10,914 ) — (13,033 ) Intercompany property and equipment transfers, net (3 ) 676 (673 ) — — Proceeds from disposals of property and equipment — 775 1,721 — 2,496 Acquisition costs — (1,199 ) — — (1,199 ) Other investing activities 470 — (470 ) — — Net cash used in investing activities (395 ) (1,005 ) (10,336 ) — (11,736 ) Financing activities Proceeds from borrowings 93,788 — 15,101 — 108,889 Principal payments on debt (93,888 ) — (15,699 ) — (109,587 ) Payment of deferred financing fees (440 ) — 73 — (367 ) Payment of obligations under capital leases (2,626 ) (2,623 ) (736 ) — (5,985 ) Dividends paid — (11,930 ) (19,181 ) 31,111 — Intercompany loans 592 1,632 (2,224 ) — — Employee taxes paid on equity awards (852 ) — — — (852 ) Net cash (used in) provided by financing activities (3,426 ) (12,921 ) (22,666 ) 31,111 (7,902 ) Effect of exchange rate changes on cash flows — — (632 ) — (632 ) Net increase (decrease) in cash 2,210 (222 ) 2,457 — 4,445 Cash and cash equivalents at beginning of year 1,368 279 11,161 — 12,808 Cash and cash equivalents at end of year $ 3,578 $ 57 $ 13,618 $ — $ 17,253 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 Foreign exchange gain on revaluation of debt (3,267 ) — — — (3,267 ) Deferred taxes (1,707 ) — 1,926 — 219 Loss on disposition of property and equipment — 30 20 — 50 Loss on extinguishment of debt 11,938 — — — 11,938 Provision for doubtful accounts — (57 ) 332 — 275 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 provided by (used in) 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 Costs — (16,225 ) — — (16,225 ) Net cash used in investing activities (918 ) (19,085 ) (9,811 ) — (29,814 ) Financing activities Proceeds from borrowings 557,032 — 8,521 — 565,553 Increase in notes payable — — 1,121 — 1,121 Principal payments on debt (532,249 ) — (7,462 ) — (539,711 ) Payment of obligations under capital leases (1,428 ) (2,137 ) (385 ) — (3,950 ) Payment of deferred financing fees (23,567 ) — 71 — (23,496 ) 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 (used in) provided by 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 (decrease) increase in cash (1,737 ) 281 4,425 — 2,969 Cash and cash equivalents at beginning of year 3,105 (2 ) 6,736 — 9,839 Cash and cash equivalents at end of year $ 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 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 Loss (gain) 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 year 605 (15 ) 8,927 — 9,517 Cash and cash equivalents at end of year $ 3,105 $ (2 ) $ 6,736 $ — $ 9,839 |