| Financial Guarantees and Condensed Consolidating Financial Statements |
Note 18. Financial Guarantees and Condensed Consolidating Financial Statements
Polymer’s Senior Secured Notes are fully, unconditionally and jointly and severally guaranteed on a senior secured
basis by each of Polymer’s 100% owned domestic subsidiaries (collectively, the “Guarantors”). Substantially all of Polymer’s operating income and cash flow is generated by its subsidiaries. As a result, funds necessary to meet
Polymer’s debt service obligations may be provided, in part, by distributions or advances from its subsidiaries. Under certain circumstances, contractual and legal restrictions, as well as the financial condition and operating requirements of
Polymer’s subsidiaries, could limit Polymer’s ability to obtain cash from its subsidiaries for the purpose of meeting its debt service obligations, including the payment of principal and interest on the Senior Secured Notes. Although
holders of the Senior Secured Notes will be direct creditors of Polymer’s principal direct subsidiaries by virtue of the guarantees, Polymer has subsidiaries that are not included among the Guarantors (collectively, the
“Non-Guarantors”), and such subsidiaries will not be obligated with respect to the Senior Secured Notes. As a result, the claims of creditors of the Non-Guarantors will effectively have priority with respect to the assets and earnings of
such companies over the claims of creditors of Polymer, including the holders of the Senior Secured Notes.
The following
Condensed Consolidating Financial Statements are presented to satisfy the disclosure requirements of Rule 3-10 of Regulation S-X. In accordance with Rule 3-10, the subsidiary guarantors are all 100% owned by PGI (the “Issuer”). The
guarantees on the Senior Secured Notes are full and unconditional and all guarantees are joint and several. The information presents Condensed Consolidating Balance Sheets as of June 30, 2012 and December 31, 2011; Condensed Consolidating
Statements of Operations for the three month period ended June 30, 2012 and July 2, 2011; and Condensed Consolidating Statements of Operations and Condensed Consolidating Statements of Cash Flows for the six month period ended
June 30, 2012 (Successor), the five month period ended July 2, 2011 (Successor) and the one month period ended January 28, 2011 (Predecessor) of (1) PGI (Issuer), (2) the Guarantors, (3) the Non-Guarantors and
(4) consolidating eliminations to arrive at the information for the Company on a consolidated basis.
Condensed Consolidating
Balance Sheet
As of June 30, 2012
(In Thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
PGI (Issuer) |
|
|
Guarantors |
|
|
Non-Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
9,997 |
|
|
$ |
17,800 |
|
|
$ |
50,273 |
|
|
$ |
— |
|
|
$ |
78,070 |
|
|
Accounts receivable, net
|
|
|
— |
|
|
|
27,417 |
|
|
|
112,053 |
|
|
|
— |
|
|
|
139,470 |
|
|
Inventories, net
|
|
|
— |
|
|
|
25,696 |
|
|
|
72,084 |
|
|
|
— |
|
|
|
97,780 |
|
|
Deferred income taxes
|
|
|
80 |
|
|
|
— |
|
|
|
3,845 |
|
|
|
458 |
|
|
|
4,383 |
|
|
Other current assets
|
|
|
3,334 |
|
|
|
9,267 |
|
|
|
26,003 |
|
|
|
— |
|
|
|
38,604 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
13,411 |
|
|
|
80,180 |
|
|
|
264,258 |
|
|
|
458 |
|
|
|
358,307 |
|
| |
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
23,382 |
|
|
|
104,662 |
|
|
|
358,131 |
|
|
|
— |
|
|
|
486,175 |
|
|
Goodwill
|
|
|
— |
|
|
|
20,718 |
|
|
|
59,697 |
|
|
|
— |
|
|
|
80,415 |
|
|
Intangible assets, net
|
|
|
25,764 |
|
|
|
43,834 |
|
|
|
9,918 |
|
|
|
— |
|
|
|
79,516 |
|
|
Net investment in and advances to (from) subsidiaries
|
|
|
698,289 |
|
|
|
727,754 |
|
|
|
(206,620 |
) |
|
|
(1,219,423 |
) |
|
|
— |
|
|
Deferred income taxes
|
|
|
— |
|
|
|
— |
|
|
|
1,942 |
|
|
|
— |
|
|
|
1,942 |
|
|
Other noncurrent assets
|
|
|
40 |
|
|
|
5,819 |
|
|
|
34,695 |
|
|
|
— |
|
|
|
40,554 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
760,886 |
|
|
$ |
982,967 |
|
|
$ |
522,021 |
|
|
$ |
(1,218,965 |
) |
|
$ |
1,046,909 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings
|
|
$ |
725 |
|
|
$ |
— |
|
|
$ |
3,000 |
|
|
$ |
— |
|
|
$ |
3,725 |
|
|
Accounts payable and accrued liabilities
|
|
|
28,935 |
|
|
|
39,316 |
|
|
|
130,998 |
|
|
|
— |
|
|
|
199,249 |
|
|
Income taxes payable
|
|
|
— |
|
|
|
— |
|
|
|
2,536 |
|
|
|
— |
|
|
|
2,536 |
|
|
Deferred income taxes
|
|
|
— |
|
|
|
1,016 |
|
|
|
1,690 |
|
|
|
(1,016 |
) |
|
|
1,690 |
|
|
Current portion of long-term debt
|
|
|
107 |
|
|
|
— |
|
|
|
9,429 |
|
|
|
— |
|
|
|
9,536 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
29,767 |
|
|
|
40,332 |
|
|
|
147,653 |
|
|
|
(1,016 |
) |
|
|
216,736 |
|
| |
|
|
|
|
|
|
Long-term debt
|
|
|
560,088 |
|
|
|
— |
|
|
|
23,549 |
|
|
|
— |
|
|
|
583,637 |
|
|
Deferred income taxes
|
|
|
670 |
|
|
|
7,623 |
|
|
|
24,879 |
|
|
|
1,474 |
|
|
|
34,646 |
|
|
Other noncurrent liabilities
|
|
|
— |
|
|
|
14,393 |
|
|
|
27,136 |
|
|
|
— |
|
|
|
41,529 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
590,525 |
|
|
|
62,348 |
|
|
|
223,217 |
|
|
|
458 |
|
|
|
876,548 |
|
| |
|
|
|
|
|
|
Common stock
|
|
|
— |
|
|
|
— |
|
|
|
36,083 |
|
|
|
(36,083 |
) |
|
|
— |
|
|
Other shareholders’ equity
|
|
|
170,361 |
|
|
|
920,619 |
|
|
|
262,721 |
|
|
|
(1,183,340 |
) |
|
|
170,361 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
170,361 |
|
|
|
920,619 |
|
|
|
298,804 |
|
|
|
(1,219,423 |
) |
|
|
170,361 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$ |
760,886 |
|
|
$ |
982,967 |
|
|
$ |
522,021 |
|
|
$ |
(1,218,965 |
) |
|
$ |
1,046,909 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed
Consolidating
Balance Sheet
As of December 31, 2011
(In Thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
PGI (Issuer) |
|
|
Guarantors |
|
|
Non-Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
3,135 |
|
|
$ |
14,574 |
|
|
$ |
55,033 |
|
|
$ |
— |
|
|
$ |
72,742 |
|
|
Accounts receivable, net
|
|
|
— |
|
|
|
18,270 |
|
|
|
122,902 |
|
|
|
— |
|
|
|
141,172 |
|
|
Inventories, net
|
|
|
— |
|
|
|
34,381 |
|
|
|
69,530 |
|
|
|
— |
|
|
|
103,911 |
|
|
Deferred income taxes
|
|
|
80 |
|
|
|
— |
|
|
|
3,866 |
|
|
|
458 |
|
|
|
4,404 |
|
|
Other current assets
|
|
|
1,173 |
|
|
|
8,783 |
|
|
|
26,088 |
|
|
|
— |
|
|
|
36,044 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
4,388 |
|
|
|
76,008 |
|
|
|
277,419 |
|
|
|
458 |
|
|
|
358,273 |
|
| |
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
9,267 |
|
|
|
111,469 |
|
|
|
372,616 |
|
|
|
— |
|
|
|
493,352 |
|
|
Goodwill
|
|
|
— |
|
|
|
20,718 |
|
|
|
59,828 |
|
|
|
— |
|
|
|
80,546 |
|
|
Intangible assets, net
|
|
|
27,545 |
|
|
|
45,247 |
|
|
|
10,959 |
|
|
|
— |
|
|
|
83,751 |
|
|
Net investment in and advances to (from) subsidiaries
|
|
|
739,121 |
|
|
|
727,290 |
|
|
|
(238,038 |
) |
|
|
(1,228,373 |
) |
|
|
— |
|
|
Deferred income taxes
|
|
|
— |
|
|
|
— |
|
|
|
1,939 |
|
|
|
— |
|
|
|
1,939 |
|
|
Other noncurrent assets
|
|
|
409 |
|
|
|
5,424 |
|
|
|
36,884 |
|
|
|
— |
|
|
|
42,717 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
780,730 |
|
|
$ |
986,156 |
|
|
$ |
521,607 |
|
|
$ |
(1,227,915 |
) |
|
$ |
1,060,578 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
5,000 |
|
|
$ |
— |
|
|
$ |
5,000 |
|
|
Accounts payable and accrued liabilities
|
|
|
32,524 |
|
|
|
26,897 |
|
|
|
130,940 |
|
|
|
155 |
|
|
|
190,516 |
|
|
Income taxes payable
|
|
|
— |
|
|
|
37 |
|
|
|
986 |
|
|
|
— |
|
|
|
1,023 |
|
|
Deferred income taxes
|
|
|
— |
|
|
|
1,016 |
|
|
|
1,691 |
|
|
|
(1,016 |
) |
|
|
1,691 |
|
|
Current portion of long-term debt
|
|
|
107 |
|
|
|
— |
|
|
|
7,485 |
|
|
|
— |
|
|
|
7,592 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
32,631 |
|
|
|
27,950 |
|
|
|
146,102 |
|
|
|
(861 |
) |
|
|
205,822 |
|
| |
|
|
|
|
|
|
Long-term debt
|
|
|
560,132 |
|
|
|
— |
|
|
|
27,721 |
|
|
|
— |
|
|
|
587,853 |
|
|
Deferred income taxes
|
|
|
670 |
|
|
|
7,624 |
|
|
|
25,039 |
|
|
|
1,474 |
|
|
|
34,807 |
|
|
Other noncurrent liabilities
|
|
|
— |
|
|
|
17,230 |
|
|
|
27,569 |
|
|
|
— |
|
|
|
44,799 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
593,433 |
|
|
|
52,804 |
|
|
|
226,431 |
|
|
|
613 |
|
|
|
873,281 |
|
| |
|
|
|
|
|
|
Common stock
|
|
|
— |
|
|
|
— |
|
|
|
36,083 |
|
|
|
(36,083 |
) |
|
|
— |
|
|
Other shareholders’ equity
|
|
|
187,297 |
|
|
|
933,352 |
|
|
|
259,093 |
|
|
|
(1,192,445 |
) |
|
|
187,297 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
187,297 |
|
|
|
933,352 |
|
|
|
295,176 |
|
|
|
(1,228,528 |
) |
|
|
187,297 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$ |
780,730 |
|
|
$ |
986,156 |
|
|
$ |
521,607 |
|
|
$ |
(1,227,915 |
) |
|
$ |
1,060,578 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating
Statement of Operations
For the Three Months Ended June 30, 2012
Successor
(In Thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
PGI (Issuer) |
|
|
Guarantors |
|
|
Non-Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net Sales
|
|
$ |
— |
|
|
$ |
98,353 |
|
|
$ |
203,301 |
|
|
$ |
(5,410 |
) |
|
$ |
296,244 |
|
|
Cost of goods sold
|
|
|
(12 |
) |
|
|
86,090 |
|
|
|
169,157 |
|
|
|
(5,410 |
) |
|
|
249,825 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
12 |
|
|
|
12,263 |
|
|
|
34,144 |
|
|
|
— |
|
|
|
46,419 |
|
|
Selling, general and administrative expenses
|
|
|
8,988 |
|
|
|
6,642 |
|
|
|
19,550 |
|
|
|
— |
|
|
|
35,180 |
|
|
Special charges, net
|
|
|
3,846 |
|
|
|
2,082 |
|
|
|
2,825 |
|
|
|
— |
|
|
|
8,753 |
|
|
Other operating (income) loss, net
|
|
|
(10 |
) |
|
|
(118 |
) |
|
|
(31 |
) |
|
|
— |
|
|
|
(159 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
|
(12,812 |
) |
|
|
3,657 |
|
|
|
11,800 |
|
|
|
— |
|
|
|
2,645 |
|
|
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
7,708 |
|
|
|
(6,708 |
) |
|
|
11,738 |
|
|
|
— |
|
|
|
12,738 |
|
|
Intercompany royalty and technical service fees, net
|
|
|
(1,438 |
) |
|
|
(1,631 |
) |
|
|
3,069 |
|
|
|
— |
|
|
|
— |
|
|
Foreign currency and other (gain) loss, net
|
|
|
(32 |
) |
|
|
(402 |
) |
|
|
3,594 |
|
|
|
— |
|
|
|
3,160 |
|
|
Equity in earnings of subsidiaries
|
|
|
3,226 |
|
|
|
(7,726 |
) |
|
|
— |
|
|
|
4,500 |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income tax (benefit) expense
|
|
|
(15,824 |
) |
|
|
4,672 |
|
|
|
(6,601 |
) |
|
|
4,500 |
|
|
|
(13,253 |
) |
|
Income tax (benefit) expense
|
|
|
(3,730 |
) |
|
|
1,373 |
|
|
|
1,198 |
|
|
|
— |
|
|
|
(1,159 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$ |
(12,094 |
) |
|
$ |
3,299 |
|
|
$ |
(7,799 |
) |
|
$ |
4,500 |
|
|
$ |
(12,094 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed
Consolidating
Statement of Operations
For the Three Months Ended July 2, 2011
Successor
(In Thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
PGI (Issuer) |
|
|
Guarantors |
|
|
Non-Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net Sales
|
|
$ |
— |
|
|
$ |
91,982 |
|
|
$ |
207,976 |
|
|
$ |
(3,501 |
) |
|
$ |
296,457 |
|
|
Cost of goods sold
|
|
|
(32 |
) |
|
|
79,806 |
|
|
|
171,572 |
|
|
|
(3,501 |
) |
|
|
247,845 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
32 |
|
|
|
12,176 |
|
|
|
36,404 |
|
|
|
— |
|
|
|
48,612 |
|
|
Selling, general and administrative expenses
|
|
|
8,924 |
|
|
|
7,151 |
|
|
|
21,260 |
|
|
|
— |
|
|
|
37,335 |
|
|
Special charges, net
|
|
|
1,728 |
|
|
|
370 |
|
|
|
1,022 |
|
|
|
— |
|
|
|
3,120 |
|
|
Other operating loss (income), net
|
|
|
790 |
|
|
|
(94 |
) |
|
|
275 |
|
|
|
— |
|
|
|
971 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
|
(11,410 |
) |
|
|
4,749 |
|
|
|
13,847 |
|
|
|
— |
|
|
|
7,186 |
|
|
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
11,677 |
|
|
|
(3,410 |
) |
|
|
4,152 |
|
|
|
— |
|
|
|
12,419 |
|
|
Intercompany royalty and technical service fees, net
|
|
|
(855 |
) |
|
|
(2,828 |
) |
|
|
3,683 |
|
|
|
— |
|
|
|
— |
|
|
Foreign currency and other (gain) loss, net
|
|
|
(706 |
) |
|
|
264 |
|
|
|
1,456 |
|
|
|
— |
|
|
|
1,014 |
|
|
Equity in earnings of subsidiaries
|
|
|
10,057 |
|
|
|
(135 |
) |
|
|
— |
|
|
|
(9,922 |
) |
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income tax expense and discontinued operations
|
|
|
(11,469 |
) |
|
|
10,588 |
|
|
|
4,556 |
|
|
|
(9,922 |
) |
|
|
(6,247 |
) |
|
Income tax (benefit) expense
|
|
|
(2,070 |
) |
|
|
490 |
|
|
|
2,179 |
|
|
|
— |
|
|
|
599 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before discontinued operations
|
|
|
(9,399 |
) |
|
|
10,098 |
|
|
|
2,377 |
|
|
|
(9,922 |
) |
|
|
(6,846 |
) |
|
Loss from discontinued operations, net of tax
|
|
|
— |
|
|
|
— |
|
|
|
(2,338 |
) |
|
|
— |
|
|
|
(2,338 |
) |
|
Loss on sale of discontinued operations
|
|
|
— |
|
|
|
— |
|
|
|
(215 |
) |
|
|
— |
|
|
|
(215 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to Polymer Group, Inc.
|
|
$ |
(9,399 |
) |
|
$ |
10,098 |
|
|
$ |
(176 |
) |
|
$ |
(9,922 |
) |
|
$ |
(9,399 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed
Consolidating
Statement of Operations
For the Six Months Ended June 30, 2012
Successor
(In Thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
PGI (Issuer) |
|
|
Guarantors |
|
|
Non-Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net Sales
|
|
$ |
— |
|
|
$ |
193,767 |
|
|
$ |
407,843 |
|
|
$ |
(10,195 |
) |
|
$ |
591,415 |
|
|
Cost of goods sold
|
|
|
(30 |
) |
|
|
168,537 |
|
|
|
333,497 |
|
|
|
(10,195 |
) |
|
|
491,809 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
30 |
|
|
|
25,230 |
|
|
|
74,346 |
|
|
|
— |
|
|
|
99,606 |
|
|
Selling, general and administrative expenses
|
|
|
18,279 |
|
|
|
12,559 |
|
|
|
38,472 |
|
|
|
— |
|
|
|
69,310 |
|
|
Special charges, net
|
|
|
5,324 |
|
|
|
2,297 |
|
|
|
3,551 |
|
|
|
— |
|
|
|
11,172 |
|
|
Other operating (income) loss, net
|
|
|
(9 |
) |
|
|
(220 |
) |
|
|
(290 |
) |
|
|
— |
|
|
|
(519 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
|
(23,564 |
) |
|
|
10,594 |
|
|
|
32,613 |
|
|
|
— |
|
|
|
19,643 |
|
|
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
18,983 |
|
|
|
(10,023 |
) |
|
|
16,627 |
|
|
|
— |
|
|
|
25,587 |
|
|
Intercompany royalty and technical service fees, net
|
|
|
(2,929 |
) |
|
|
(3,442 |
) |
|
|
6,371 |
|
|
|
— |
|
|
|
— |
|
|
Foreign currency and other (gain) loss, net
|
|
|
— |
|
|
|
(239 |
) |
|
|
3,336 |
|
|
|
— |
|
|
|
3,097 |
|
|
Equity in earnings of subsidiaries
|
|
|
21,391 |
|
|
|
1,424 |
|
|
|
— |
|
|
|
(22,815 |
) |
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income tax (benefit) expense
|
|
|
(18,227 |
) |
|
|
25,722 |
|
|
|
6,279 |
|
|
|
(22,815 |
) |
|
|
(9,041 |
) |
|
Income tax (benefit) expense
|
|
|
(5,868 |
) |
|
|
4,205 |
|
|
|
4,981 |
|
|
|
— |
|
|
|
3,318 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$ |
(12,359 |
) |
|
$ |
21,517 |
|
|
$ |
1,298 |
|
|
$ |
(22,815 |
) |
|
$ |
(12,359 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed
Consolidating
Statement of Operations
For the Five Months Ended July 2, 2011
Successor
(In Thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
PGI (Issuer) |
|
|
Guarantors |
|
|
Non-Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net Sales
|
|
$ |
— |
|
|
$ |
154,241 |
|
|
$ |
347,864 |
|
|
$ |
(6,611 |
) |
|
$ |
495,494 |
|
|
Cost of goods sold
|
|
|
45 |
|
|
|
135,709 |
|
|
|
293,031 |
|
|
|
(6,611 |
) |
|
|
422,174 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
(45 |
) |
|
|
18,532 |
|
|
|
54,833 |
|
|
|
— |
|
|
|
73,320 |
|
|
Selling, general and administrative expenses
|
|
|
15,894 |
|
|
|
11,933 |
|
|
|
35,995 |
|
|
|
— |
|
|
|
63,822 |
|
|
Special charges, net
|
|
|
26,294 |
|
|
|
596 |
|
|
|
1,178 |
|
|
|
— |
|
|
|
28,068 |
|
|
Other operating (income) loss, net
|
|
|
672 |
|
|
|
(145 |
) |
|
|
674 |
|
|
|
— |
|
|
|
1,201 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
|
(42,905 |
) |
|
|
6,148 |
|
|
|
16,986 |
|
|
|
— |
|
|
|
(19,771 |
) |
|
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
19,478 |
|
|
|
(5,866 |
) |
|
|
7,035 |
|
|
|
— |
|
|
|
20,647 |
|
|
Intercompany royalty and technical service fees, net
|
|
|
(2,186 |
) |
|
|
(4,479 |
) |
|
|
6,665 |
|
|
|
— |
|
|
|
— |
|
|
Foreign currency and other (gain) loss, net
|
|
|
(704 |
) |
|
|
408 |
|
|
|
1,659 |
|
|
|
— |
|
|
|
1,363 |
|
|
Equity in earnings of subsidiaries
|
|
|
10,438 |
|
|
|
(2,971 |
) |
|
|
— |
|
|
|
(7,467 |
) |
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income tax expense and discontinued operations
|
|
|
(49,055 |
) |
|
|
13,114 |
|
|
|
1,627 |
|
|
|
(7,467 |
) |
|
|
(41,781 |
) |
|
Income tax (benefit) expense
|
|
|
(3,493 |
) |
|
|
2,631 |
|
|
|
1,540 |
|
|
|
— |
|
|
|
678 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before discontinued operations
|
|
|
(45,562 |
) |
|
|
10,483 |
|
|
|
87 |
|
|
|
(7,467 |
) |
|
|
(42,459 |
) |
|
Loss from discontinued operations, net of tax
|
|
|
— |
|
|
|
— |
|
|
|
(2,829 |
) |
|
|
— |
|
|
|
(2,829 |
) |
|
Loss on sale of discontinued operations
|
|
|
— |
|
|
|
— |
|
|
|
(215 |
) |
|
|
— |
|
|
|
(215 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
|
(45,562 |
) |
|
|
10,483 |
|
|
|
(2,957 |
) |
|
|
(7,467 |
) |
|
|
(45,503 |
) |
|
Net income attributable to noncontrolling interests
|
|
|
— |
|
|
|
— |
|
|
|
(59 |
) |
|
|
— |
|
|
|
(59 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to Polymer Group, Inc.
|
|
$ |
(45,562 |
) |
|
$ |
10,483 |
|
|
$ |
(3,016 |
) |
|
$ |
(7,467 |
) |
|
$ |
(45,562 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed
Consolidating
Statement of Operations
For the One Month Ended January 28, 2011
Successor
(In Thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
PGI (Issuer) |
|
|
Guarantors |
|
|
Non-Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net Sales
|
|
$ |
— |
|
|
$ |
27,052 |
|
|
$ |
58,887 |
|
|
$ |
(1,333 |
) |
|
$ |
84,606 |
|
|
Cost of goods sold
|
|
|
(24 |
) |
|
|
22,587 |
|
|
|
47,301 |
|
|
|
(1,333 |
) |
|
|
68,531 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
24 |
|
|
|
4,465 |
|
|
|
11,586 |
|
|
|
— |
|
|
|
16,075 |
|
|
Selling, general and administrative expenses
|
|
|
3,620 |
|
|
|
1,873 |
|
|
|
6,071 |
|
|
|
— |
|
|
|
11,564 |
|
|
Special charges, net
|
|
|
18,944 |
|
|
|
170 |
|
|
|
1,710 |
|
|
|
— |
|
|
|
20,824 |
|
|
Other operating (income) loss, net
|
|
|
(1 |
) |
|
|
(42 |
) |
|
|
(521 |
) |
|
|
— |
|
|
|
(564 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
|
(22,539 |
) |
|
|
2,464 |
|
|
|
4,326 |
|
|
|
— |
|
|
|
(15,749 |
) |
|
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
1,859 |
|
|
|
(1,176 |
) |
|
|
1,239 |
|
|
|
— |
|
|
|
1,922 |
|
|
Intercompany royalty and technical service fees, net
|
|
|
(546 |
) |
|
|
(683 |
) |
|
|
1,229 |
|
|
|
— |
|
|
|
— |
|
|
Foreign currency and other loss (gain), net
|
|
|
28 |
|
|
|
85 |
|
|
|
(31 |
) |
|
|
— |
|
|
|
82 |
|
|
Equity in earnings of subsidiaries
|
|
|
5,198 |
|
|
|
1,672 |
|
|
|
— |
|
|
|
(6,870 |
) |
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income tax expense and discontinued operations
|
|
|
(18,682 |
) |
|
|
5,910 |
|
|
|
1,889 |
|
|
|
(6,870 |
) |
|
|
(17,753 |
) |
|
Income tax (benefit) expense
|
|
|
(479 |
) |
|
|
706 |
|
|
|
322 |
|
|
|
— |
|
|
|
549 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before discontinued operations
|
|
|
(18,203 |
) |
|
|
5,204 |
|
|
|
1,567 |
|
|
|
(6,870 |
) |
|
|
(18,302 |
) |
|
Income from discontinued operations, net of tax
|
|
|
— |
|
|
|
— |
|
|
|
182 |
|
|
|
— |
|
|
|
182 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
|
(18,203 |
) |
|
|
5,204 |
|
|
|
1,749 |
|
|
|
(6,870 |
) |
|
|
(18,120 |
) |
|
Net income attributable to noncontrolling interests
|
|
|
— |
|
|
|
— |
|
|
|
(83 |
) |
|
|
— |
|
|
|
(83 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to Polymer Group, Inc.
|
|
$ |
(18,203 |
) |
|
$ |
5,204 |
|
|
$ |
1,666 |
|
|
$ |
(6,870 |
) |
|
$ |
(18,203 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating
Statement of Cash Flows
For the Six Months Ended June 30, 2012
Successor
(In Thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
PGI (Issuer) |
|
|
Guarantors |
|
|
Non-Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net cash (used in) provided by operating activities
|
|
$ |
(3,151 |
) |
|
$ |
103 |
|
|
$ |
40,715 |
|
|
$ |
— |
|
|
$ |
37,667 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
|
|
(18,502 |
) |
|
|
(1,508 |
) |
|
|
(29,378 |
) |
|
|
19,758 |
|
|
|
(29,630 |
) |
|
Proceeds from the sale of assets
|
|
|
19,758 |
|
|
|
1,646 |
|
|
|
11 |
|
|
|
(19,758 |
) |
|
|
1,657 |
|
|
Acquisition of intangibles and other
|
|
|
(110 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(110 |
) |
|
Net activity in investment in and advances from (to) subsidiaries
|
|
|
8,201 |
|
|
|
2,985 |
|
|
|
(11,186 |
) |
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
9,347 |
|
|
|
3,123 |
|
|
|
(40,553 |
) |
|
|
— |
|
|
|
(28,083 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt
|
|
|
— |
|
|
|
— |
|
|
|
25 |
|
|
|
— |
|
|
|
25 |
|
|
Proceeds from short-term borrowings
|
|
|
1,943 |
|
|
|
— |
|
|
|
3,000 |
|
|
|
— |
|
|
|
4,943 |
|
|
Repayment of long-term debt
|
|
|
(44 |
) |
|
|
— |
|
|
|
(2,306 |
) |
|
|
— |
|
|
|
(2,350 |
) |
|
Repayment of short-term borrowings
|
|
|
(1,233 |
) |
|
|
— |
|
|
|
(5,000 |
) |
|
|
— |
|
|
|
(6,233 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
666 |
|
|
|
— |
|
|
|
(4,281 |
) |
|
|
— |
|
|
|
(3,615 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
— |
|
|
|
— |
|
|
|
(641 |
) |
|
|
— |
|
|
|
(641 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
6,862 |
|
|
|
3,226 |
|
|
|
(4,760 |
) |
|
|
— |
|
|
|
5,328 |
|
|
Cash and cash equivalents at beginning of period
|
|
|
3,135 |
|
|
|
14,574 |
|
|
|
55,033 |
|
|
|
— |
|
|
|
72,742 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
9,997 |
|
|
$ |
17,800 |
|
|
$ |
50,273 |
|
|
$ |
— |
|
|
$ |
78,070 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed
Consolidating
Statement of Cash Flows
For the Five Months Ended July 2, 2011
Successor
(In Thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
PGI (Issuer) |
|
|
Guarantors |
|
|
Non-Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net cash (used in) provided by operating activities
|
|
$ |
(37,736 |
) |
|
$ |
20,980 |
|
|
$ |
(7,181 |
) |
|
$ |
— |
|
|
$ |
(23,937 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of Polymer Group, Inc.
|
|
|
(403,496 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(403,496 |
) |
|
Purchases of property, plant and equipment
|
|
|
(11,867 |
) |
|
|
(6,980 |
) |
|
|
(27,845 |
) |
|
|
13,108 |
|
|
|
(33,584 |
) |
|
Proceeds from the sale of assets
|
|
|
13,108 |
|
|
|
— |
|
|
|
9,191 |
|
|
|
(13,108 |
) |
|
|
9,191 |
|
|
Acquisition of noncontrolling interest
|
|
|
— |
|
|
|
— |
|
|
|
(7,246 |
) |
|
|
— |
|
|
|
(7,246 |
) |
|
Acquisition of intangibles and other
|
|
|
(95 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(95 |
) |
|
Net activity in investment in and advances (to) from subsidiaries
|
|
|
(28,545 |
) |
|
|
(10,639 |
) |
|
|
39,184 |
|
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities
|
|
|
(430,895 |
) |
|
|
(17,619 |
) |
|
|
13,284 |
|
|
|
— |
|
|
|
(435,230 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of senior notes
|
|
|
560,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
560,000 |
|
|
Issuance of Common Stock
|
|
|
259,865 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
259,865 |
|
|
Proceeds from long-term debt
|
|
|
— |
|
|
|
— |
|
|
|
7,000 |
|
|
|
— |
|
|
|
7,000 |
|
|
Proceeds from short-term borrowings
|
|
|
— |
|
|
|
— |
|
|
|
3,245 |
|
|
|
— |
|
|
|
3,245 |
|
|
Repayment of term loan
|
|
|
(286,470 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(286,470 |
) |
|
Repayment of long-term debt
|
|
|
(31,500 |
) |
|
|
— |
|
|
|
(17,697 |
) |
|
|
— |
|
|
|
(49,197 |
) |
|
Repayment of short-term borrowings
|
|
|
(351 |
) |
|
|
— |
|
|
|
(32,825 |
) |
|
|
— |
|
|
|
(33,176 |
) |
|
Loan acquisition costs
|
|
|
(19,252 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(19,252 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
482,292 |
|
|
|
— |
|
|
|
(40,277 |
) |
|
|
— |
|
|
|
442,015 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
— |
|
|
|
— |
|
|
|
1,238 |
|
|
|
— |
|
|
|
1,238 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
13,661 |
|
|
|
3,361 |
|
|
|
(32,936 |
) |
|
|
— |
|
|
|
(15,914 |
) |
|
Cash and cash equivalents at beginning of period
|
|
|
42 |
|
|
|
3,210 |
|
|
|
67,519 |
|
|
|
— |
|
|
|
70,771 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
13,703 |
|
|
$ |
6,571 |
|
|
$ |
34,583 |
|
|
$ |
— |
|
|
$ |
54,857 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed
Consolidating
Statement of Cash Flows
For the One Month Ended January 28, 2011
Predecessor
(In Thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
PGI (Issuer) |
|
|
Guarantors |
|
|
Non-Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net cash (used in) provided by operating activities
|
|
$ |
(34,725 |
) |
|
$ |
1,636 |
|
|
$ |
7,819 |
|
|
$ |
— |
|
|
$ |
(25,270 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
|
|
(28 |
) |
|
|
(5,652 |
) |
|
|
(2,725 |
) |
|
|
— |
|
|
|
(8,405 |
) |
|
Proceeds from the sale of assets
|
|
|
— |
|
|
|
65 |
|
|
|
40 |
|
|
|
— |
|
|
|
105 |
|
|
Acquisition of intangibles and other
|
|
|
(5 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5 |
) |
|
Net activity in investment in and advances from (to) subsidiaries
|
|
|
2,055 |
|
|
|
2,872 |
|
|
|
(4,927 |
) |
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
2,022 |
|
|
|
(2,715 |
) |
|
|
(7,612 |
) |
|
|
— |
|
|
|
(8,305 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt
|
|
|
31,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
31,500 |
|
|
Proceeds from short-term borrowings
|
|
|
631 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
631 |
|
|
Repayment of long-term debt
|
|
|
— |
|
|
|
— |
|
|
|
(24 |
) |
|
|
— |
|
|
|
(24 |
) |
|
Repayment of short-term borrowings
|
|
|
— |
|
|
|
— |
|
|
|
(665 |
) |
|
|
— |
|
|
|
(665 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
32,131 |
|
|
|
— |
|
|
|
(689 |
) |
|
|
— |
|
|
|
31,442 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
— |
|
|
|
— |
|
|
|
549 |
|
|
|
— |
|
|
|
549 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(572 |
) |
|
|
(1,079 |
) |
|
|
67 |
|
|
|
— |
|
|
|
(1,584 |
) |
|
Cash and cash equivalents at beginning of period
|
|
|
614 |
|
|
|
4,289 |
|
|
|
67,452 |
|
|
|
— |
|
|
|
72,355 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
42 |
|
|
$ |
3,210 |
|
|
$ |
67,519 |
|
|
$ |
— |
|
|
$ |
70,771 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|