Xerium Technologies, Inc. (NYSE:XRM), a leading global manufacturer of
clothing and roll covers used primarily in the paper production process,
today reported results for its third quarter ended September 30, 2008.
“As we completed the third quarter of our
fiscal year, the first full quarter in which we were able to focus on
operations improvement rather than debt restructuring, our served
markets began to feel the current global economic strain,”
said Stephen Light, President, Chief Executive Officer and Chairman. “We
are pleased that our strategy of generating cash to reduce debt,
developing new products that help our customers produce high quality
paper at lower costs and our reliance on the talent and commitment of
our people, have positioned us well for this situation to date.
In the third quarter, we continued to execute according to our plans,
made meaningful improvements to our operations, achieved measurable
traction in our focus on working capital reduction, and substantially
reduced our debt. Our view is that the global economy is likely to
continue deteriorating over the coming months before a recovery begins,
with the potential to directly impact our customers around the globe.
Our ongoing contingency planning is identifying additional actions we
can take to maximize our operating efficiencies and further reduce
working capital and leverage. Simultaneously, we have increased
provisions for bad debts and slow-moving and obsolete inventory in
anticipation of the potential increased strain on our customers.
Additionally, and in line with our broad risk reduction initiatives, we
reached a settlement with respect to the shareholder litigation suit
against the Company that has been ongoing since June 2006, subject to
court approval. The Company did not admit to liability of any kind in
connection with the settlement, which will be covered by insurance.
Responding to our significantly improved risk profile and much improved
balance sheet, we were recently given an increased credit rating from
Standard & Poor’s, which we believe is a
reflection of how far we have come since we were downgraded this spring,
and supports the appropriateness of our strategy for these challenging
times.”
THIRD QUARTER FINANCIAL HIGHLIGHTS
For the third quarter 2008, compared to the third quarter 2007:
-
Net sales for the 2008 quarter were $159.3 million, a 3.7% increase
from net sales for the 2007 quarter of $153.6 million. Excluding the
currency effects shown in the table below, third quarter 2008 net
sales increased 0.3% from the third quarter of 2007, with a decline of
2.4% and an increase of 6.0% in the clothing and roll covers segments,
respectively.
-
Gross margins were $52.8 million or 33.1% of net sales for the 2008
quarter, compared to $63.3 million or 41.2% of net sales for the 2007
quarter. The decline is mostly due to an $8.7 million ($8.1 million
and $0.6 million in clothing and roll covers respectively) increase in
provisions for slow moving and obsolete inventory, in light of our
assessment of the impact of the current global economic slowdown on
our customers and our industry. Additionally, the decline was due to
approximately a 1.2% market price reduction and approximately a 2%
reduction due to currency effect on pricing related to sales prices
indexed in U.S. Dollars by certain non-U.S. operations. Excluding the
effect of the increased provisions for slow moving and obsolete
inventory recorded in the third quarter, the gross margin for the 2008
quarter was 38.2%. (See Non-GAAP Financial Measures “Impact
of Significant Third Quarter 2008 Events”
below).
-
The recorded restructuring and impairment expenses of $3.6 million in
the third quarter 2008 was an increase of $2.8 million from the 2007
quarter related to the Company’s long-term
strategy to streamline our operating structure and to improve
long-term competitiveness by closing and/or transferring production
from certain of our manufacturing facilities and through headcount
reductions.
-
Income from operations increased 57.3% to $37.9 million for the 2008
quarter from $24.1 million for the 2007 quarter. The increase
primarily stems from the Company’s
previously announced changes to certain of its U.S. pension plans and
postretirement benefit plans, resulting in one-time pre-tax
curtailment/settlement gains of $40.0 million, partially offset by the
previously mentioned provision for slow moving and obsolete inventory
of $8.7 million, provisions for bad debts of $7.9 million and a
provision for environmental remediation in Australia of $4.1 million.
Excluding the effect of the U.S. pension and post-retirement benefit
plan curtailment/settlement gains, the increased provisions for slow
moving and obsolete inventory, the increased provisions for bad debts,
and the provision for environmental remediation, income from
operations for the third quarter 2008 would have been $18.1 million.
(See Non-GAAP Financial Measures “Impact of
Significant Third Quarter 2008 Events”
below).
-
Net income increased to $21.5 million or $.46 per diluted share from
$7.1 million or $.16 per diluted share. The increase is largely the
result of the previously mentioned pre-tax curtailment/settlement
gains partially offset by the increased provisions noted in the
previous paragraph. Excluding the effect of those items, net income
for the third quarter 2008 would have been a loss of $1.4 million. The
Company determined that it did not qualify for hedge accounting in the
third quarter of 2007 and net income for that period includes a $2.7
million expense related to a mark-to-market decrease in the fair value
of the Company’s interest rate swaps. (See
Non-GAAP Financial Measures “Impact of
Significant Third Quarter 2008 Events”
below).
-
Net cash generated by operating activities was $11.8 million for the
2008 third quarter, compared to $18.4 million for the 2007 third
quarter, partially as a result of increased interest expense of $2.2
million in the quarter.
-
Adjusted EBITDA (as defined by the Company’s
amended credit facility) was $54.2 million for the 2008 third quarter,
compared to $38.4 million for the 2007 third quarter. See “EBITDA
and Adjusted EBITDA Reconciliation” below.
-
In order to improve performance, the Company continues to target a
reduction in days of receivables and increases in inventory turns and
days of payables outstanding. During the 2008 quarter, as compared
with the 2007 quarter, the Company reported that accounts receivables,
as measured as a ratio of days of receivables, improved from 66 days
to 56 days, inventory turns improved to 4.4 versus 3.1, and days of
payables were 34 days compared to 36 days. These numbers reflect the
$6.0 million of additional provisions for bad debts on trade
receivables and $8.0 million additional provisions for slow moving and
obsolete inventory that were recorded in the third quarter of 2008.
-
Cash on hand at September 30, 2008 was $18.4 million, compared to cash
on hand at June 30, 2008 of $25.4 million. Cash on hand at September
30, 2007 was $32.5 million.
-
In addition to its scheduled quarterly debt payments of approximately
$2.3 million, the Company made a voluntary prepayment in the third
quarter of 2008 of approximately $6.1 million. For the first nine
months of 2008, the Company has made senior debt repayments of $21.6
million, which compares to debt repayments of $9.5 million for the
first nine months of 2007.
-
Capital expenditures during the 2008 quarter were $8.3 million,
compared to $8.9 million during the 2007 quarter. Capital expenditures
for the nine months ended September 30, 2008 were $29.1 million. The
Company expects capital expenditures to be in the range of $44 to $47
million for fiscal 2008. The Company also expects that capital
expenditures in 2009 will be significantly lower than those for 2008.
OTHER HIGHLIGHTS
-
The Company remained in compliance with all financial covenants,
including covenants requiring compliance with minimum interest
coverage, fixed charge coverage ratios and maximum leverage ratios.
-
On September 29, 2008, Standard & Poor's raised its ratings on the
Company, including raising the long-term corporate credit rating, from
'CCC+' to 'B-'.
-
The Company released an additional $29.6 million in “trapped
cash” during the third quarter, having
freed $1.9 million in trapped cash in the second quarter of 2008. The
Company defines “trapped cash”
as the amount of working capital on its balance sheet that is in
excess of 50 days of outstanding accounts receivable, 6 inventory
turns and 48 days of accounts payable outstanding. Included in the
calculation of “trapped cash”
released during the third quarter of 2008 were $6.0 million of
additional provisions for bad debts on trade receivables and $8.0
million additional provisions against inventories for slow moving and
obsolete stock. These increased provisions reflect our assessment of
the global economic slowdown on our customers and our industry and the
lack of credit availability which may affect our customers’
demand for products and their ability to pay their debts.
-
In connection with the Company’s amended
credit facility, as of September 30, 2008 the weighted average
interest rate on its effectively fixed portion of the term loan
facility was 9.74%; and the weighted average interest rate on the
portion of its term loan facility that is not effectively fixed by
interest rate swap contracts, based on the 90-day LIBOR, was 9.64%.
-
As previously noted, the Company has prepared a reconciliation of
Non-GAAP Financial Measures “Impact of
Significant Third Quarter 2008 Events”
below to illustrate how management views the underlying operating
results for the period. In summary, what is described in this
reconciliation is the financial performance net of the effect of the
substantial gains due to changes to certain of its U.S. pension plans
and postretirement benefit plans and the impact of certain provisions
for environmental matters and increased provisions for bad debts and
slow-moving and obsolete inventory. The latter two items reflect the
risk associated with our assessment of the global credit crisis and
the potential impact on our customers.
SEGMENT INFORMATION
The following table presents net sales for the third quarter of 2008 and
2007 by segment and the effect of currency on pricing and translation on
third quarter 2008 net sales:
(in millions):
|
|
|
Net Sales
Three Months Ended Sep. 30,
|
|
Increase in net sales from Q3 2007 to Q3 2008
|
|
Increase in Q3 2008 net sales due to currency translation (a)
|
|
Percent increase (decrease) in net sales from Q3 2007 to
Q3 2008
|
|
|
|
|
|
|
|
2008
|
|
2007
|
|
|
|
Total
|
|
Excluding currency translation effect
|
|
(b) Change in
Q3 2008 net sales due to currency effects on pricing
|
|
Percent increase (decrease) in net sales from Q3 2007 to Q3
2008 excluding effect of currency on pricing and translation
|
|
Clothing
|
|
$ 104.4
|
|
$ 104.0
|
|
$ 0.4
|
|
$ 6.0
|
|
0.4%
|
|
(5.4)%
|
|
$ (3.1)
|
|
(2.4)%
|
|
Roll Covers
|
|
54.9
|
|
49.6
|
|
5.3
|
|
2.3
|
|
10.7%
|
|
6.0%
|
|
-
|
|
6.0%
|
|
Total
|
|
$ 159.3
|
|
$ 153.6
|
|
$ 5.7
|
|
$ 8.3
|
|
3.7%
|
|
(1.7)%
|
|
$ (3.1)
|
|
0.3%
|
|
(a) Increase in third quarter 2008 net sales due to currency
translation is calculated by subtracting (i) an amount equal to
net sales for the third quarter of 2007 from (ii) net sales for
the third quarter of 2007 at the applicable average foreign
currency exchange rate for the third quarter of 2008.
|
|
|
|
(b) Change in the third quarter 2008 net sales due to currency
effect on pricing relates to sales prices indexed in U.S. Dollars
by certain non-U.S. operations and is calculated based on the
difference in the exchange rate from the time of pricing
commitment to the customer and the point at which the sale
transaction is recorded.
|
CLOTHING SEGMENT HIGHLIGHTS
-
Clothing segment sales increased $0.4 million or 0.4% to $104.4
million from $104.0 million in the year-ago quarter. The current
quarter benefited from favorable currency effects of $6.0 million as
well as from increased sales in Asia-Pacific. The increase was
partially offset by an unfavorable currency impact on pricing, and
decreased sales in North America and Europe. Excluding the effects of
currency, net sales decreased approximately 2.4%.
-
Overall pricing levels in the clothing segment decreased approximately
1.5% during the quarter, compared to the prior-year period.
-
Clothing segment earnings for the quarter increased 42% to $39.5
million for the 2008 quarter, compared to the prior-year quarter
driven heavily by the positive effect of the pension and retiree
medical program changes we implemented.
ROLL COVERS SEGMENT HIGHLIGHTS
-
Roll covers segment sales increased 10.7% to $54.9 million from $49.6
million in the 2007 quarter. The increase is partially the result of
$2.3 million in favorable currency effects from non-U.S. Dollar sales,
and sales from our Chinese facilities acquired in the 2007 fourth
quarter, and increased roll cover sales in North America.
-
Overall pricing levels in the roll covers segment decreased by less
than 1% in the third quarter, compared to the prior year period.
-
Roll covers segment earnings for the quarter increased 26.0% to $16.5
million for the 2008 quarter, compared to the prior-year quarter
benefiting from the pension and retiree medical program changes we
implemented.
CONFERENCE CALL
The Company plans to hold a conference call to discuss these results
tomorrow morning:
|
Date:
|
|
Tuesday, November 11, 2008
|
|
Start Time:
|
|
8:00 a.m. Eastern Time
|
|
Domestic Dial-In:
|
|
+1-800-240-8621
|
|
International Dial-In:
|
|
+1-303-262-2141
|
To participate on the call, please dial in at least 10 minutes prior to
the scheduled start.
NON-GAAP FINANCIAL MEASURES
This press release includes measures of performance that differ from the
Company’s financial results as reported under
generally accepted accounting principles (“GAAP”).
The Company uses supplementary non-GAAP measures, including EBITDA and
Adjusted EBITDA, to assist in evaluating liquidity and financial
performance, specifically in evaluating the Company's ability to service
indebtedness and to fund ongoing capital expenditures. The Company’s
credit facility includes covenants based upon Adjusted EBITDA. If
Adjusted EBITDA declines below certain levels, the Company could go into
default under the credit facility or be required to prepay the credit
facility. Neither Adjusted EBITDA nor EBITDA should be considered in
isolation or as a substitute for net cash provided by operating
activities (as determined in accordance with GAAP) or income from
operations (as determined in accordance with GAAP). For additional
information regarding non-GAAP financial measures and a reconciliation
of such measures to the most comparable financial measures under GAAP,
please see below. The information in this press release should be read
in conjunction with the financial statements and footnotes contained in
our documents to be filed with the Securities and Exchange Commission.
About Xerium Technologies
Xerium Technologies, Inc. (NYSE: XRM) is a leading global manufacturer
and supplier of two types of consumable products used primarily in the
production of paper: clothing and roll covers. The Company, which
operates around the world under a variety of brand names, utilizes a
broad portfolio of patented and proprietary technologies to provide
customers with tailored solutions and products integral to production,
all designed to optimize performance and reduce operational costs. With
35 manufacturing facilities in 15 countries around the world, Xerium has
approximately 3,700 employees.
FORWARD-LOOKING STATEMENTS
This press contains forward-looking statements. These statements relate
to future events or to our future financial performance and involve
known and unknown risks, uncertainties, and other factors that may cause
actual results, levels of activity, performance, or achievements to be
materially different from any future results, levels of activity,
performance, or achievements expressed or implied by these
forward-looking statements. In some cases, forward-looking statements
can be identified by the use of words such as “may,”
“could,” “expect,”
“intend,” “plan,”
“seek,” “anticipate,”
“believe,” “estimate,”
“predict,” “potential,”
or “continue” or
the negative of these terms or other comparable terminology. Undue
reliance should not be placed on forward-looking statements because they
involve known and unknown risks, uncertainties, and other factors that
are, in some cases, beyond our control and that could materially affect
actual results, levels of activity, performance, or achievements.
Factors that could materially affect our actual results, levels of
activity, performance or achievements include the following items: (i)
our revenues and profitability could be adversely affected by
fluctuations in currency exchange rates; (ii) our profitability would be
reduced by a decline in the prices of our products; (iii) our
profitability could be adversely affected by fluctuations in interest
rates; (iv) we may not be able to develop and market new products
successfully or we may not be successful in competing against new
technologies developed by competitors; (v) our credit facility contains
restrictive covenants, including covenants requiring compliance with
minimum interest coverage and fixed charge coverage ratios and maximum
leverage ratios, that will require us to improve our performance over
time in order to comply therewith; (vi) we may have insufficient cash to
fund growth and unexpected cash needs after satisfying our debt service
obligations due to our high degree of leverage and significant debt
service obligations; (vii) we are subject to the risk of weaker economic
conditions in the locations around the world where we conduct business,
including without limitation the current turmoil in the credit markets
and the impact of the current global economic crisis on the paper
industry; (viii) we may be required to incur significant costs to
reorganize our operations in response to market changes in the paper
industry; (ix) we are subject to the risk of terrorist attacks or an
outbreak or escalation of any insurrection or armed conflict involving
the United States or any other country in which we conduct business, or
any other national or international calamity; (x) we are subject to any
future changes in government regulation; (xi) we are subject to any
changes in U.S. or foreign government policies, laws and practices
regarding the repatriation of funds or taxes and (xii) those other risks
described under the heading "Risk Factors" in the Company's Quarterly
Report on Form 10-Q for the period ended September 30, 2008 filed with
the Securities and Exchange Commission and subsequent SEC filings. If
any of these risks or uncertainties materialize, or if our underlying
assumptions prove to be incorrect, actual results may vary significantly
from what we projected. Any forward-looking statement in this press
release reflects our current views with respect to future events. We
assume no obligation to publicly update or revise these forward-looking
statements for any reason, whether as a result of new information,
future events, or otherwise.
|
Xerium Technologies, Inc.
|
|
Condensed Consolidated Balance Sheets--(Unaudited)
|
|
(dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
September 30,
2008
|
|
December 31,
2007
|
|
ASSETS
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
18,449
|
|
|
$
|
24,218
|
|
|
Accounts receivable (net of allowance for doubtful accounts of
$10,392 at September 30, 2008 and $5,367 at December 31, 2007)
|
|
|
97,732
|
|
|
|
113,256
|
|
|
Inventories
|
|
|
96,245
|
|
|
|
113,136
|
|
|
Prepaid expenses
|
|
|
6,712
|
|
|
|
6,287
|
|
|
Other current assets
|
|
|
16,428
|
|
|
|
29,441
|
|
|
Total current assets
|
|
|
235,566
|
|
|
|
286,338
|
|
|
Property and equipment, net
|
|
|
400,316
|
|
|
|
421,470
|
|
|
Goodwill
|
|
|
156,027
|
|
|
|
159,892
|
|
|
Intangible assets
|
|
|
34,168
|
|
|
|
17,381
|
|
|
Other assets
|
|
|
6,111
|
|
|
|
6,360
|
|
|
Total assets
|
|
$
|
832,188
|
|
|
$
|
891,441
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
(DEFICIT)
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Notes payable
|
|
$
|
8
|
|
|
$
|
1,676
|
|
|
Accounts payable
|
|
|
39,968
|
|
|
|
44,842
|
|
|
Accrued expenses
|
|
|
78,961
|
|
|
|
61,070
|
|
|
Current maturities of long-term debt
|
|
|
20,388
|
|
|
|
19,253
|
|
|
Long-term debt classified as current
|
|
|
—
|
|
|
|
641,179
|
|
|
Total current liabilities
|
|
|
139,325
|
|
|
|
768,020
|
|
|
Long-term debt, net of current maturities and long-term debt
classified as current
|
|
|
609,241
|
|
|
|
4,693
|
|
|
Deferred and long-term taxes
|
|
|
13,202
|
|
|
|
23,114
|
|
|
Pension, other postretirement and postemployment obligations
|
|
|
54,189
|
|
|
|
90,749
|
|
|
Other long-term liabilities
|
|
|
5,532
|
|
|
|
5,917
|
|
|
Commitments and contingencies
|
|
|
|
|
|
Stockholders’ equity (deficit)
|
|
|
|
|
|
Preferred stock, $0.01 par value, 1,000,000 shares authorized; no
shares outstanding as of September 30, 2008 and December 31, 2007
|
|
|
—
|
|
|
|
—
|
|
|
Common stock, $0.01 par value, 150,000,000 shares authorized;
46,173,921 and 46,028,003 shares outstanding as of September 30,
2008 and December 31, 2007, respectively
|
|
|
462
|
|
|
|
460
|
|
|
Paid-in capital
|
|
|
216,860
|
|
|
|
216,360
|
|
|
Accumulated deficit
|
|
|
(214,566
|
)
|
|
|
(245,511
|
)
|
|
Accumulated other comprehensive income
|
|
|
7,943
|
|
|
|
27,639
|
|
|
Total stockholders’ equity (deficit)
|
|
|
10,699
|
|
|
|
(1,052
|
)
|
|
Total liabilities and stockholders’
equity (deficit)
|
|
$
|
832,188
|
|
|
$
|
891,441
|
|
|
Xerium Technologies, Inc.
|
|
Condensed Consolidated Income Statements - (Unaudited)
|
|
(dollars in thousands, except per share data)
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
|
|
2008
|
|
|
|
2007
|
|
|
|
2008
|
|
|
|
2007
|
|
|
Net sales
|
|
$
|
159,307
|
|
|
$
|
153,592
|
|
|
$
|
488,687
|
|
|
$
|
451,210
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
Cost of products sold
|
|
|
106,513
|
|
|
|
90,272
|
|
|
|
303,763
|
|
|
|
262,934
|
|
|
Selling
|
|
|
20,125
|
|
|
|
19,747
|
|
|
|
62,437
|
|
|
|
59,138
|
|
|
General and administrative
|
|
|
28,265
|
|
|
|
16,291
|
|
|
|
70,322
|
|
|
|
50,337
|
|
|
Restructuring and impairments
|
|
|
3,612
|
|
|
|
805
|
|
|
|
6,862
|
|
|
|
6,158
|
|
|
Research and development
|
|
|
2,910
|
|
|
|
2,356
|
|
|
|
9,109
|
|
|
|
7,617
|
|
|
Curtailment/ settlement gains
|
|
|
(39,968
|
)
|
|
|
—
|
|
|
|
(39,968
|
)
|
|
|
—
|
|
|
|
|
|
121,457
|
|
|
|
129,471
|
|
|
|
412,525
|
|
|
|
386,184
|
|
|
Income from operations
|
|
|
37,850
|
|
|
|
24,121
|
|
|
|
76,162
|
|
|
|
65,026
|
|
|
Interest expense
|
|
|
(16,963
|
)
|
|
|
(14,386
|
)
|
|
|
(43,513
|
)
|
|
|
(38,223
|
)
|
|
Interest income
|
|
|
733
|
|
|
|
391
|
|
|
|
1,296
|
|
|
|
886
|
|
|
Foreign exchange gain (loss)
|
|
|
710
|
|
|
|
158
|
|
|
|
3,344
|
|
|
|
(681
|
)
|
|
Income before provision for income taxes
|
|
|
22,330
|
|
|
|
10,284
|
|
|
|
37,289
|
|
|
|
27,008
|
|
|
Provision for income taxes
|
|
|
794
|
|
|
|
3,208
|
|
|
|
6,344
|
|
|
|
9,213
|
|
|
Net income
|
|
$
|
21,536
|
|
|
$
|
7,076
|
|
|
$
|
30,945
|
|
|
$
|
17,795
|
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.47
|
|
|
$
|
0.16
|
|
|
$
|
0.67
|
|
|
$
|
0.40
|
|
|
Diluted
|
|
$
|
0.46
|
|
|
$
|
0.16
|
|
|
$
|
0.67
|
|
|
$
|
0.40
|
|
|
Shares used in computing net income per share:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
46,163,605
|
|
|
|
44,977,352
|
|
|
|
46,111,390
|
|
|
|
44,477,059
|
|
|
Diluted
|
|
|
46,327,233
|
|
|
|
45,028,634
|
|
|
|
46,208,018
|
|
|
|
44,576,009
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends per common share:
|
|
$
|
—
|
|
|
$
|
0.1125
|
|
|
$
|
—
|
|
|
$
|
0.45
|
|
|
Xerium Technologies, Inc.
|
|
Condensed Consolidated Statements of Cash Flows - (Unaudited)
|
|
(dollars in thousands)
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
2008
|
|
|
|
2007
|
|
|
Operating activities
|
|
|
|
|
|
Net income
|
|
$
|
30,945
|
|
|
$
|
17,795
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
Stock-based compensation
|
|
|
774
|
|
|
|
1,773
|
|
|
Depreciation
|
|
|
33,311
|
|
|
|
30,358
|
|
|
Amortization of intangibles
|
|
|
2,386
|
|
|
|
3,336
|
|
|
Deferred financing cost amortization
|
|
|
3,539
|
|
|
|
2,732
|
|
|
Unrealized foreign exchange (gain) loss on revaluation of debt
|
|
|
(2,510
|
)
|
|
|
518
|
|
|
Deferred taxes
|
|
|
(9,419
|
)
|
|
|
3,550
|
|
|
Asset impairment
|
|
|
472
|
|
|
|
389
|
|
|
Gain on disposition of property and equipment
|
|
|
(2,637
|
)
|
|
|
(1,223
|
)
|
|
Change in fair value of interest rate swaps
|
|
|
(1,998
|
)
|
|
|
4,205
|
|
|
Curtailment/settlement gain
|
|
|
(39,968
|
)
|
|
|
—
|
|
|
Change in assets and liabilities which provided (used) cash:
|
|
|
|
|
|
Accounts receivable
|
|
|
11,570
|
|
|
|
4,856
|
|
|
Inventories
|
|
|
13,150
|
|
|
|
(4,671
|
)
|
|
Prepaid expenses
|
|
|
(596
|
)
|
|
|
(2,489
|
)
|
|
Other current assets
|
|
|
373
|
|
|
|
1,686
|
|
|
Accounts payable and accrued expenses
|
|
|
15,155
|
|
|
|
(13,458
|
)
|
|
Deferred and other long-term liabilities
|
|
|
(1,713
|
)
|
|
|
(854
|
)
|
|
Net cash provided by operating activities
|
|
|
52,834
|
|
|
|
48,503
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
Capital expenditures, gross
|
|
|
(29,145
|
)
|
|
|
(23,320
|
)
|
|
Proceeds from disposals of property and equipment
|
|
|
3,566
|
|
|
|
2,798
|
|
|
Proceeds from (payment for) acquisition, net of cash acquired
|
|
|
144
|
|
|
|
(511
|
)
|
|
Other
|
|
|
(1,700
|
)
|
|
|
(4
|
)
|
|
Net cash used in investing activities
|
|
|
(27,135
|
)
|
|
|
(21,037
|
)
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
Net increase in borrowings (maturities of 90 days or less)
|
|
|
(1,768
|
)
|
|
|
(881
|
)
|
|
Proceeds from borrowings (maturities longer than 90 days)
|
|
|
2,381
|
|
|
|
5,680
|
|
|
Principal payments on debt
|
|
|
(22,205
|
)
|
|
|
(9,132
|
)
|
|
Cash dividends on common stock
|
|
|
—
|
|
|
|
(9,426
|
)
|
|
Other
|
|
|
(8,794
|
)
|
|
|
(1,787
|
)
|
|
Net cash used in financing activities
|
|
|
(30,386
|
)
|
|
|
(15,546
|
)
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash flows
|
|
|
(1,082
|
)
|
|
|
3,797
|
|
|
Net (decrease) increase in cash
|
|
|
(5,769
|
)
|
|
|
15,717
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
24,218
|
|
|
|
16,816
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
18,449
|
|
|
$
|
32,533
|
|
|
Supplemental schedule of noncash investing and financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in lieu of cash dividends pursuant to the
Dividend Reinvestment Plan
|
|
$
|
—
|
|
|
$
|
10,487
|
|
Xerium Technologies, Inc.
Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA Reconciliation
EBITDA is defined as net income (loss) before interest expense, income
tax provision (benefit) and depreciation and amortization. Adjusted
EBITDA is defined in our credit facility and is EBITDA plus (i)
restructuring or related impairment costs (not to exceed $12.0 million
in the aggregate for 2007 and $5.0 million in the aggregate in each year
thereafter), (ii) reserves for inventory in connection with plant
closings, (iii) stock-based and other non-cash compensation charges,
charges from forgiveness of loans made to employees in connection with
the purchase of equity and any tax gross-up payments made in respect of
such loan forgiveness in connection with or prior to the completion of
our initial public offering, (iv) certain transaction costs, including
costs incurred in connection with our initial public offering and the
related debt financing, the legal reorganization of Brazilian
subsidiaries and the preparation and closing of the existing credit
agreement, (v) consolidated amendment/termination costs, which consist
of costs incurred in connection with the consummation of the fourth and
fifth amendments to the senior credit facility and the termination of
the employment contract of the former Chief Executive Officer and
transition to the new Chief Executive Officer, not to exceed $8.0
million in the aggregate, (vi) costs associated with payments to
management prior to the completion of our initial public offering in
connection with the termination of incentive plans, (vii) non-cash
charges resulting from the application of purchase accounting, (viii)
non-cash expenses resulting from the granting of stock options,
restricted stock or restricted stock unit awards under equity
compensation programs solely with respect to our common stock and (ix)
expenses incurred not exceeding $7 million per year as a result of the
repurchase, redemption or retention of our own common stock earned under
equity compensation programs solely in order to make withholding tax
payments. For certain historical periods, the amended credit agreement
specified Adjusted EBITDA is $35,610, $36,514 and $38,431 for the
quarters ended March 31, 2008, December 31, 2007 and September 30, 2007,
respectively. For the quarter ended March 31, 2008, the amount reflects
an increase of $800 over the originally disclosed amount in the first
quarter of 2008, related to the transition to the new Chief Executive
Officer. Adjusted EBITDA, as defined in the credit facility and
calculated below, may not be comparable to similarly titled measurements
used by other companies. The following table provides reconciliation
from net cash provided by operating activities, which is the most
directly comparable GAAP financial measure, to EBITDA and Adjusted
EBITDA.
|
|
|
Three Months Ended
September 30,
|
|
(in thousands)
|
|
|
2008
|
|
|
|
2007
|
|
|
Net cash provided by operating activities
|
|
$
|
11,821
|
|
|
$
|
18,424
|
|
|
Interest expense, net
|
|
|
16,230
|
|
|
|
13,995
|
|
|
Net change in operating assets and liabilities
|
|
|
(26,673
|
)
|
|
|
2,531
|
|
|
Income tax provision
|
|
|
794
|
|
|
|
3,208
|
|
|
Stock-based compensation
|
|
|
(500
|
)
|
|
|
(578
|
)
|
|
Deferred financing cost amortization
|
|
|
(1,195
|
)
|
|
|
(914
|
)
|
|
Deferred taxes
|
|
|
6,407
|
|
|
|
2,230
|
|
|
Asset impairment
|
|
|
(405
|
)
|
|
|
—
|
|
|
Gain on disposition of property and equipment
|
|
|
2,368
|
|
|
|
78
|
|
|
Unrealized foreign exchange gain on indebtedness, net
|
|
|
1,034
|
|
|
|
(519
|
)
|
|
Change in fair value of interest rate swaps
|
|
|
450
|
|
|
|
(2,711
|
)
|
|
Curtailment/settlement gains
|
|
|
39,968
|
|
|
|
—
|
|
|
EBITDA
|
|
|
50,299
|
|
|
|
35,744
|
|
|
Unrealized foreign exchange gain on indebtedness, net (D)
|
|
|
—
|
|
|
|
519
|
|
|
Amendment/termination costs (F)
|
|
|
483
|
|
|
|
—
|
|
|
Change in fair value of interest rate swaps (E)
|
|
|
450
|
|
|
|
—
|
|
|
Change in fair value of other derivatives
|
|
|
—
|
|
|
|
(451
|
)
|
|
Restructuring expenses (G)
|
|
|
1,817
|
|
|
|
805
|
|
|
Non-cash impairment charges (A)
|
|
|
405
|
|
|
|
—
|
|
|
Growth program costs (B)
|
|
|
—
|
|
|
|
1,255
|
|
|
Inventory write-offs under restructuring programs
|
|
|
199
|
|
|
|
(21
|
)
|
|
Non-cash compensation and related expenses
|
|
|
500
|
|
|
|
578
|
|
|
Non-recurring expenses resulting from cost reduction programs (C)
|
|
|
—
|
|
|
|
—
|
|
|
Adjusted EBITDA
|
|
$
|
54,153
|
|
|
$
|
38,429
|
|
|
|
|
Nine Months Ended
September 30,
|
|
(in thousands)
|
|
|
2008
|
|
|
|
2007
|
|
|
Net cash provided by operating activities
|
|
$
|
52,834
|
|
|
$
|
48,503
|
|
|
Interest expense, net
|
|
|
42,217
|
|
|
|
37,337
|
|
|
Net change in operating assets and liabilities
|
|
|
(37,939
|
)
|
|
|
14,930
|
|
|
Income tax provision
|
|
|
6,344
|
|
|
|
9,213
|
|
|
Stock-based compensation
|
|
|
(774
|
)
|
|
|
(1,773
|
)
|
|
Deferred financing cost amortization
|
|
|
(3,539
|
)
|
|
|
(2,732
|
)
|
|
Deferred taxes
|
|
|
9,419
|
|
|
|
(3,550
|
)
|
|
Asset impairment
|
|
|
(472
|
)
|
|
|
(389
|
)
|
|
Gain on disposition of property and equipment
|
|
|
2,637
|
|
|
|
1,223
|
|
|
Unrealized foreign exchange gain on indebtedness, net
|
|
|
2,510
|
|
|
|
(518
|
)
|
|
Change in fair value of interest rate swaps
|
|
|
1,998
|
|
|
|
(4,205
|
)
|
|
Curtailment/settlement gains
|
|
|
39,968
|
|
|
|
—
|
|
|
EBITDA
|
|
|
115,203
|
|
|
|
98,039
|
|
|
Unrealized foreign exchange gain on indebtedness, net (D)
|
|
|
(1,985
|
)
|
|
|
518
|
|
|
Amendment/termination costs (F)
|
|
|
6,480
|
|
|
|
—
|
|
|
Change in fair value of interest rate swaps (E)
|
|
|
14,154
|
|
|
|
—
|
|
|
Change in fair value of other derivatives
|
|
|
(2,126
|
)
|
|
|
(451
|
)
|
|
Restructuring expenses (G)
|
|
|
5,000
|
|
|
|
5,769
|
|
|
Non-cash impairment charges (A)
|
|
|
472
|
|
|
|
389
|
|
|
Growth program costs (B)
|
|
|
1,764
|
|
|
|
3,459
|
|
|
Inventory write-offs under restructuring programs
|
|
|
199
|
|
|
|
73
|
|
|
Non-cash compensation and related expenses
|
|
|
774
|
|
|
|
1,773
|
|
|
Non-recurring expenses resulting from cost reduction programs (C)
|
|
|
—
|
|
|
|
(68
|
)
|
|
Adjusted EBITDA
|
|
$
|
139,935
|
|
|
$
|
109,501
|
|
(A) In accordance with the definition of Adjusted EBITDA in our credit
facility, non-cash impairment charges resulting from application of
Statement of Financial Accounting Standards Nos. 142 and 144 have been
added back to Adjusted EBITDA.
(B) In accordance with the definition of Adjusted EBITDA in our credit
facility, as amended on May 30, 2008, growth program costs are not added
back to Adjusted EBITDA for periods beginning after the quarter ended
March 31, 2008. Prior to that period, growth programs were added back to
Adjusted EBITDA based upon the credit facility agreement as in effect at
that time. Growth programs were those intended to increase productivity
and economic efficiency or the market share capacity of the Company,
reduce cost structure, improve equipment utilization or provide
additional regional capacity to better serve growth markets. These
growth program costs for the nine months ended September 30, 2008 and
for the three and nine months ended September 30, 2007 included expenses
incurred for our lean manufacturing initiatives, expansion into Vietnam
and other growth programs.
(C) In accordance with the definition of Adjusted EBITDA in our credit
facility, as amended on May 30, 2008, non-recurring expenses resulting
from cost reduction programs are not added back to Adjusted EBITDA for
periods beginning after the quarter ended March 31, 2008. Prior to that
period, cost reduction programs were added back to Adjusted EBITDA based
upon the credit facility agreement as in effect at that time and were
comprised of the following:
|
(in thousands)
|
|
Three Months
Ended
September 30,
2008
|
|
Three Months
Ended
September 30,
2007
|
|
Nine Months
Ended
September 30,
2008
|
|
Nine Months
Ended
September 30,
2007
|
|
|
|
|
|
|
|
|
|
|
|
Environmental charges in connection with facilities closures
pursuant to cost reduction programs (1)
|
|
$ n/a
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(200
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Certain operating costs incurred in connection with the transition
of production operations from closed facilities to other facilities
(2)
|
|
n/a
|
|
|
—
|
|
|
—
|
|
|
132
|
|
|
Total
|
|
$ n/a
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(68
|
)
|
(1) For the nine months ended September 30, 2007, reflects the reversal
of amounts accrued in prior periods.
(2) For the nine months ended September 30, 2007, the amount includes
added operating costs related to facility closures in Italy.
(D) In accordance with the definition of Adjusted EBITDA in our credit
facility, as amended on May 30, 2008, unrealized foreign exchange gains
and losses on indebtedness are not added back to Adjusted EBITDA for
periods beginning after the quarter ended March 31, 2008. Prior to that
period, such gains and losses are added back to Adjusted EBITDA based
upon the credit facility as in effect at that time.
(E) In accordance with the definition of Adjusted EBITDA in our credit
facility agreement, as amended on May 30, 2008, interest expense added
back to calculate Adjusted EBITDA excludes, for periods beginning after
the quarter ended March 31, 2008, the effect of any non-cash gains and
losses resulting from the marking to market of hedging obligations that
has been charged to interest expense. Had this amended definition been
in place for all periods presented, Adjusted EBITDA would have been
$12.2 million lower for the nine months ended September 30, 2008, $4.2
million lower for the nine months ended September 30, 2007 and $2.7
million lower for the three months ended September 30, 2007.
(F) For the nine months ended September 30, 2008, amendment/termination
costs include $5.7 million of costs incurred in connection with the
consummation of the fourth and fifth amendments to the credit facility
during the second quarter of 2008 and a $0.8 million increase to
Adjusted EBITDA for the first quarter of 2008, in accordance with the
agreement with our lenders.
(G) Restructuring and related impairment costs that can be added back to
determine Adjusted EBITDA were capped at $5 million for 2008 and $12
million for 2007.
Impact of Significant Third Quarter 2008 Events
Due to the significant impact each of the items detailed below had on
the Company’s third quarter 2008 results,
management believes the following Non-GAAP financial schedule provides
useful information to investors regarding the Company’s
results of operations and Adjusted EBITDA.
|
(in thousands)
|
|
Three Months Ended
September 30, 2008
|
|
Nine Months Ended
September 30, 2008
|
|
|
|
As Reported
|
|
Adjustments
|
|
Adjusted
|
|
As Reported
|
|
Adjustments
|
|
Adjusted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
159,307
|
|
|
$
|
—
|
|
|
$
|
159,307
|
|
|
$
|
488,687
|
|
|
$
|
—
|
|
|
$
|
488,687
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold (1)
|
|
|
106,513
|
|
|
|
(8,000
|
)
|
|
|
98,513
|
|
|
|
303,763
|
|
|
|
(8,000
|
)
|
|
|
295,763
|
|
|
Selling
|
|
|
20,125
|
|
|
|
—
|
|
|
|
20,125
|
|
|
|
62,437
|
|
|
|
—
|
|
|
|
62,437
|
|
|
General and administrative (2)
|
|
|
28,265
|
|
|
|
(12,200
|
)
|
|
|
16,065
|
|
|
|
70,322
|
|
|
|
(12,200
|
)
|
|
|
58,122
|
|
|
Restructuring and impairments
|
|
|
3,612
|
|
|
|
—
|
|
|
|
3,612
|
|
|
|
6,862
|
|
|
|
—
|
|
|
|
6,862
|
|
|
Research and development
|
|
|
2,910
|
|
|
|
—
|
|
|
|
2,910
|
|
|
|
9,109
|
|
|
|
—
|
|
|
|
9,109
|
|
|
Curtailment/settlement gains (3)
|
|
|
(39,968
|
)
|
|
|
39,968
|
|
|
|
—
|
|
|
|
(39,968
|
)
|
|
|
39,968
|
|
|
|
—
|
|
|
|
|
|
121,457
|
|
|
|
19,768
|
|
|
|
141,225
|
|
|
|
412,525
|
|
|
|
19,768
|
|
|
|
432,293
|
|
|
Income (loss) from operations
|
|
|
37,850
|
|
|
|
(19,768
|
)
|
|
|
18,082
|
|
|
|
76,162
|
|
|
|
(19,768
|
)
|
|
|
56,394
|
|
|
Interest expense
|
|
|
(16,963
|
)
|
|
|
—
|
|
|
|
(16,963
|
)
|
|
|
(43,513
|
)
|
|
|
—
|
|
|
|
(43,513
|
)
|
|
Interest income
|
|
|
733
|
|
|
|
—
|
|
|
|
733
|
|
|
|
1,296
|
|
|
|
—
|
|
|
|
1,296
|
|
|
Foreign exchange gain
|
|
|
710
|
|
|
|
—
|
|
|
|
710
|
|
|
|
3,344
|
|
|
|
—
|
|
|
|
3,344
|
|
|
Income (loss) before provision for income taxes
|
|
|
22,330
|
|
|
|
(19,768
|
)
|
|
|
2,562
|
|
|
|
37,289
|
|
|
|
(19,768
|
)
|
|
|
17,521
|
|
|
Provision for income taxes (4)
|
|
|
794
|
|
|
|
3,200
|
|
|
|
3,994
|
|
|
|
6,344
|
|
|
|
3,200
|
|
|
|
9,544
|
|
|
Net income (loss)
|
|
$
|
21,536
|
|
|
$
|
(22,968
|
)
|
|
$
|
(1,432
|
)
|
|
$
|
30,945
|
|
|
$
|
(22,968
|
)
|
|
$
|
7,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, 2008
|
|
Nine Months Ended
September 30, 2008
|
|
|
|
Adjusted EBITDA
|
|
Further Adjustments
|
|
Adjusted EBITDA as Adjusted
|
|
Adjusted EBITDA
|
|
Further Adjustments
|
|
Adjusted EBITDA as Adjusted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA (5)
|
|
$
|
54,153
|
|
|
$
|
(19,768
|
)
|
|
$
|
34,385
|
|
|
$
|
139,935
|
|
|
$
|
(19,768
|
)
|
|
$
|
120,167
|
|
(1) The Company's operations are highly dependent upon the paper
production industry and the degree to which the paper industry is
affected by global economic conditions and the availability of credit.
Our assessment of the global economic slowdown on our customers and our
industry and the lack of credit availability may affect our customers’
demand for products and their ability to pay their debts; consequently,
during the third quarter, the Company increased the reserve for slow
moving and obsolete inventory by $8.0 million.
(2) As a result of our assessment of the global economic slowdown on our
customers and our industry described above, the Company also increased
its provision for bad debts by $8.1 million. Additionally during the
third quarter, the Company, while evaluating its facility in Australia,
discovered the possibility of contamination at that facility.
Subsequently the Company had a preliminary evaluation performed, which
confirmed the existence of contamination and estimated preliminary costs
to remediate the contamination at this facility. Based upon this
evaluation, the Company has accrued $4.1 million as its best estimate of
the remediation costs it expects to incur.
(3) During the third quarter of 2008, the Company made and communicated
the following decisions related to certain of its U.S. pension plans,
postretirement benefit plans and 401(k) plans:
a) Freezing benefit pension accruals under its Pension Plan for U.S.
Salaried and Non-Union Hourly Employees (the “Pension
Plan”) effective December 31, 2008 so that
future service beyond December 31, 2008 will no longer be credited under
the Pension Plan. Employees who are vested as of December 31, 2008 will
be entitled to their benefit earned as of December 31, 2008. Current
employees who are not vested as of December 31, 2008 will be entitled to
their benefit earned as of December 31, 2008 upon five years of
continuous employment from date of hire.
b) No longer sponsoring or funding, as of December 31, 2008, its U.S.
retiree health insurance program under which the Company currently
offers health care benefits to a certain group of retired U.S. employees
and their covered dependents and beneficiaries.
c) The Company will increase its 401(k) plan match in the United States
from 4% of eligible compensation to 6% as of January 1, 2009.
The decisions resulted in curtailment/settlement gains of approximately
$40 million.
(4) The income tax impact of these adjustments was significantly less
than the statutory rates because the majority of the
curtailments/settlement gains were in the United States and the
environmental matter was in Australia; jurisdictions for which we have
net operating loss carryforwards and have established valuation
allowances against deferred tax assets.
(5) The Company uses supplementary non-GAAP measures, including EBITDA
and Adjusted EBITDA, to assist in evaluating liquidity and financial
performance, specifically in evaluating the Company's ability to service
indebtedness, to fund ongoing capital expenditures and to evaluate
compliance with its bank covenants. As such, the Company believes that
showing the impact of significant third quarter 2008 events on Adjusted
EBITDA provides useful information to investors because it illustrates
how the Company would have performed for purposes of its covenant
compliance absent these unusual events. The "Significant Third Quarter
2008 Events" impacted the "Net change in operating assets and
liabilities", "Income tax provision", "Deferred taxes", and
"Curtailment/settlement gains" line items within the "EBITDA and
Adjusted EBITDA reconciliation".
SBG Investor Relations
Geoffrey Buscher, 508-532-1790
IR@xerium.com