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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-Q

þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 2014
Or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
EXCHANGE ACT OF 1934
For the transition period from _____ to _____                    
Commission file number: 001-14330
_____________________________________________ 
POLYMER GROUP, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________ 

Delaware
 
57-1003983
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
9335 Harris Corners Parkway, Suite 300
Charlotte, North Carolina 28269
 
(704) 697-5100
(Address of principal executive offices)
 
(Registrant's telephone number, including area code)
____________________________________________ 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  ¨    No  ý *

* The registrant is a voluntary filer of reports required to be filed by certain companies under Section 13 or 15(d) of the Securities Exchange Act of 1934 and has filed all reports that would have been required to have been filed by the registrant during the preceding 12 months had it been subject to such filing requirements during the entirety of such period.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
¨
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
x  (Do not check if a smaller reporting company)
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (defined in Rule 12b-2 of the Exchange Act). Yes  ¨    No  ý
Number of common shares outstanding at August 1, 2014: 1,000. There is no public trading of the registrant's common shares.



POLYMER GROUP, INC.
FORM 10-Q

INDEX
 


2


PART I — FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
POLYMER GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
In thousands, except share data
 
June 28,
2014
 
December 28,
2013
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
211,196

 
$
86,064

Accounts receivable, net
 
261,658

 
194,827

Inventories, net
 
188,986

 
156,373

Deferred income taxes
 
6,906

 
2,318

Other current assets
 
105,974

 
59,096

Total current assets
 
774,720

 
498,678

Property, plant and equipment, net of accumulated depreciation of $212,296 and $175,130, respectively
 
1,037,047

 
652,468

Goodwill
 
215,605

 
107,822

Intangible assets, net
 
176,125

 
169,399

Deferred income taxes
 
1,977

 
2,582

Other noncurrent assets
 
37,259

 
26,052

Total assets
 
$
2,242,733

 
$
1,457,001

LIABILITIES AND EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Short-term borrowings
 
$
14,070

 
$
2,472

Accounts payable and accrued liabilities
 
333,360

 
307,661

Income taxes payable
 
1,111

 
3,613

Deferred income taxes
 
2,925

 
1,336

Current portion of long-term debt
 
110,326

 
13,797

Total current liabilities
 
461,792

 
328,879

Long-term debt
 
1,374,496

 
880,399

Deferred consideration
 
48,184

 

Deferred income taxes
 
69,921

 
27,335

Other noncurrent liabilities
 
64,264

 
61,845

Total liabilities
 
2,018,657

 
1,298,458

Commitments and contingencies
 

 

Shareholders’ equity:
 
 
 
 
Common stock — 1,000 shares issued and outstanding
 

 

Additional paid-in capital
 
296,911

 
294,144

Retained earnings (deficit)
 
(159,962
)
 
(128,338
)
Accumulated other comprehensive income (loss)
 
(4,416
)
 
(8,106
)
Total Polymer Group, Inc. shareholders' equity
 
132,533

 
157,700

Noncontrolling interests
 
91,543

 
843

Total equity
 
224,076

 
158,543

Total liabilities and equity
 
$
2,242,733

 
$
1,457,001

See accompanying Notes to Consolidated Financial Statements.

3


POLYMER GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
 
In thousands
Three Months
Ended
June 28,
2014
 
Three Months
Ended
June 29,
2013
 
Six Months
Ended
June 28,
2014
 
Six Months
Ended
June 29,
2013
Net sales
$
439,898

 
$
291,538

 
$
862,482

 
$
578,620

Cost of goods sold
(353,987
)
 
(241,148
)
 
(702,681
)
 
(482,364
)
Gross profit
85,911

 
50,390

 
159,801

 
96,256

Selling, general and administrative expenses
(65,373
)
 
(39,371
)
 
(120,907
)
 
(73,713
)
Special charges, net
(24,264
)
 
(1,750
)
 
(32,975
)
 
(3,554
)
Other operating, net
(3,855
)
 
(964
)
 
(4,924
)
 
(1,304
)
Operating income (loss)
(7,581
)
 
8,305

 
995

 
17,685

Other income (expense):
 
 
 
 
 
 
 
Interest expense
(31,655
)
 
(12,323
)
 
(49,561
)
 
(24,407
)
Foreign currency and other, net
10,003

 
(900
)
 
14,962

 
(2,320
)
Income (loss) before income taxes
(29,233
)
 
(4,918
)
 
(33,604
)
 
(9,042
)
Income tax (provision) benefit
5,387

 
(2,988
)
 
(313
)
 
(5,091
)
Net income (loss)
(23,846
)
 
(7,906
)
 
(33,917
)
 
(14,133
)
Less: Earnings attributable to noncontrolling interests
(2,277
)
 

 
(2,293
)
 

Net income (loss) attributable to Polymer Group, Inc.
$
(21,569
)
 
$
(7,906
)
 
$
(31,624
)
 
$
(14,133
)
 
 
 
 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
 
 
 
Currency translation
$
1,980

 
$
2,400

 
$
3,693

 
$
(1,372
)
Employee postretirement benefits, net of tax

 
29

 

 
125

Other comprehensive income (loss)
1,980

 
2,429

 
3,693

 
(1,247
)
Comprehensive income (loss)
(21,866
)
 
(5,477
)
 
(30,224
)
 
(15,380
)
Less: Comprehensive income (loss) attributable to noncontrolling interests
(2,300
)
 

 
(2,290
)
 

Comprehensive income (loss) attributable to Polymer Group, Inc.
$
(19,566
)
 
$
(5,477
)
 
$
(27,934
)
 
$
(15,380
)
See accompanying Notes to Consolidated Financial Statements.


4


POLYMER GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
 
In thousands
Polymer Group, Inc. Shareholders' Equity
 
 
 
 
Common Stock
 
Additional
Paid-in Capital
 
Retained
Deficit
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total Polymer Group, Inc. Shareholders' Equity
 
Noncontrolling Interests
 
Total Equity
Shares
 
Amount
Balance — December 28, 2013
1

 
$

 
$
294,144

 
$
(128,338
)
 
$
(8,106
)
 
$
157,700

 
$
843

 
$
158,543

Amounts due to shareholders

 

 

 

 

 

 

 

Issuance of stock

 

 

 

 

 

 

 

Common stock call option reclass

 

 
1,702

 

 

 
1,702

 

 
1,702

Net income (loss)

 

 

 
(31,624
)
 

 
(31,624
)
 
(2,293
)
 
(33,917
)
Acquisition of noncontrolling interest

 

 

 

 

 

 
92,990

 
92,990

Share-based compensation

 

 
1,065

 

 

 
1,065

 

 
1,065

Employee benefit plans, net of tax

 

 

 

 

 

 

 

Currency translation, net of tax

 

 

 

 
3,690

 
3,690

 
3

 
3,693

Balance — June 28, 2014
1

 
$

 
$
296,911

 
$
(159,962
)
 
$
(4,416
)
 
$
132,533

 
$
91,543

 
$
224,076

See accompanying Notes to Consolidated Financial Statements.

5


POLYMER GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
In thousands
 
Six Months
Ended
June 28,
2014
 
Six Months
Ended
June 29,
2013
Operating activities:
 
 
 
 
Net income (loss)
 
$
(33,917
)
 
$
(14,133
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
 
Debt modification charges
 
10,738

 

Deferred income taxes
 
2,227

 
(144
)
Depreciation and amortization expense
 
54,068

 
33,426

Inventory step-up
 
5,663

 

Accretion of deferred consideration
 
253

 

(Gain) loss on financial instruments
 
(12,837
)
 
(40
)
(Gain) loss on sale of assets, net
 
83

 
144

Non-cash compensation
 
1,065

 
2,937

Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable
 
(11,987
)
 
(13,751
)
Inventories
 
(6,569
)
 
(3,794
)
Other current assets
 
(6,064
)
 
(6,501
)
Accounts payable and accrued liabilities
 
(1,517
)
 
7,690

Other, net
 
8,786

 
(7,452
)
Net cash provided by (used in) operating activities
 
9,992

 
(1,618
)
Investing activities:
 
 
 
 
Purchases of property, plant and equipment
 
(33,800
)
 
(26,500
)
Proceeds from sale of assets
 
47

 
75

Acquisition of intangibles and other
 
(124
)
 
(135
)
Acquisitions, net of cash acquired
 
(356,039
)
 

Net cash provided by (used in) investing activities
 
(389,916
)
 
(26,560
)
Financing activities:
 
 
 
 
Proceeds from long-term borrowings
 
523,152

 
14,177

Proceeds from short-term borrowings
 
17,421

 
1,879

Repayment of long-term borrowings
 
(7,857
)
 
(3,317
)
Repayment of short-term borrowings
 
(5,849
)
 
(1,554
)
Loan acquisition costs
 
(21,312
)
 

Issuance of common stock
 

 
(232
)
Net cash provided by (used in) financing activities
 
505,555

 
10,953

Effect of exchange rate changes on cash
 
(499
)
 
(183
)
Net change in cash and cash equivalents
 
125,132

 
(17,408
)
Cash and cash equivalents at beginning of period
 
86,064

 
97,879

Cash and cash equivalents at end of period
 
$
211,196

 
$
80,471

 
 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
 
Cash payments for interest
 
$
34,141

 
$
23,225

Cash payments (receipts) for taxes, net
 
$
6,134

 
$
10,615

See accompanying Notes to Consolidated Financial Statements.

6


POLYMER GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1.  Description of Business
Polymer Group, Inc. (“Polymer” or “PGI”), a Delaware corporation, and its consolidated subsidiaries (the “Company”) is a leading global, technology-driven developer, producer and marketer of engineered materials, primarily focused on the production of nonwoven products. The Company has the largest global platforms in the industry, with a total of 24 manufacturing and converting facilities located in 14 countries throughout the world. The Company operates through four reportable segments, with the main sources of revenue being the sales of primary and intermediate products to consumer and industrial markets.
Note 2.  Basis of Presentation
The accompanying consolidated financial statements reflect the consolidated operations of the Company and have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) as defined by the Financial Accounting Standards Board (“FASB”) within the FASB Accounting Standards Codification (“ASC”). In the opinion of management, the accompanying consolidated financial statements contain all adjustments, which include normal recurring adjustments, necessary to present fairly the consolidated results for the periods presented. Certain reclassifications of amounts reported in prior years have been made to conform with the current period presentation.
On January 28, 2011, pursuant to an Agreement and Plan of Merger, dated as of October 4, 2010, the Company was acquired by affiliates of the Blackstone Group (“Blackstone”), along with certain members of the Company's management (the "Merger"), for an aggregate purchase price valued at $403.5 million. As a result, the Company became a privately-held company. Under the guidance provided by the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin Topic 5J, “New Basis of Accounting Required in Certain Circumstances,” push-down accounting is required when such transactions result in an entity becoming substantially wholly-owned. Therefore, the basis in shares of common stock of the Company has been pushed down to the Company from Scorpio Holdings Corporation, a Delaware corporation ("Holdings") that owns 100% of the issued and outstanding common stock of Scorpio Acquisition Corporation, a Delaware corporation ("Parent") that owns 100% of the issued and outstanding common stock of the Company.
The Company's fiscal year is based on a 52 week period ending on the Saturday closest to each December 31. The three months ended June 28, 2014 and June 29, 2013 contain operating results for 13 weeks, respectively. The six months ended June 28, 2014 and June 29, 2013 each contain operating results for 26 weeks.
Note 3. Recent Accounting Pronouncements
In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which creates a comprehensive, five-step model for revenue recognition that requires a company to recognize revenue to depict the transfer of promised goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. Under the new guidance, a company will be required to use more judgment and make more estimates when considering contract terms as well as relevant facts and circumstances when identifying performance obligations, estimating the amount of variable consideration in the transaction price and allocating the transaction price to each separate performance obligation. In addition, ASU 2014-09 enhances disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively and improves guidance for multiple-element arrangements. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective adoption. Early application is not permitted. The Company is currently evaluating the impact of adopting ASU 2014-09 on its financial results.
In April 2014, the FASB issued ASU No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity" ("ASU 2014-08"), which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or a group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results. In addition, ASU 2014-08 enhances disclosures for reporting discontinued operations. ASU 2014-08 is effective prospectively for reporting periods beginning after December 15, 2014, with early adoption permitted. The Company does not expect that the adoption of this guidance will have a material effect on the Company's financial results.

7


In July 2013, the FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" ("ASU 2013-11"), which requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, be presented in the financial statements as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations where a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 is effective prospectively for reporting periods beginning after December 15, 2013, with retroactive application permitted. The Company adopted this accounting pronouncement effective December 29, 2013.
Note 4. Acquisitions
Providência Acquisition
On January 27, 2014, the Company announced that PGI Polímeros do Brazil, a Brazilian corporation and wholly-owned subsidiary of the Company ("PGI Acquisition Company"), entered into a Stock Purchase Agreement with Companhia Providência Indústria e Comércio, a Brazilian corporation ("Providência") and certain shareholders named therein. Pursuant to the terms and subject to the conditions of the Stock Purchase Agreement, PGI Acquisition Company will acquire a 71.25% controlling interest in Providência (the “Providência Acquisition”). Providência is a leading manufacturer of nonwovens primarily used in hygiene applications as well as industrial and healthcare applications. Based in Brazil, Providência has three locations, including one in the United States.
The Providência Acquisition was completed on June 11, 2014 (the "Providência Acquisition Date") for an aggregate purchase price of $424.6 and funded with the proceeds from borrowings under an incremental term loan amendment to the Company's existing Senior Secured Credit Agreement as well as the proceeds from the issuance of $210.0 million of 6.875% Senior Unsecured Notes due in 2019.
The components of the purchase price are as follows:
In thousands
Consideration
Cash consideration paid to selling stockholders
$
187,885

Cash consideration deposited into escrow
8,242

Deferred consideration
47,931

Debt repaid
180,532

Total consideration
$
424,590

Total consideration paid included $47.9 million of deferred consideration, which shall accrete at a rate of 9.5% per annum compounded daily, which shall be paid to the selling stockholders to the extent certain existing and potential tax claims are resolved. Based on management's best estimate, resolution and payment of the existing and potential tax claims is anticipated in 2016 or later. As a result, the deferred consideration is classified as a noncurrent liability. Following the closing of the Providência Acquisition, pursuant to Brazilian Corporation Law and Providência’s Bylaws, PGI Acquisition Company launched a tender offer on substantially the same terms and conditions as the Stock Purchase Agreement to acquire the remaining outstanding capital stock of Providência from the minority shareholders (the “Mandatory Tender Offer”).
The Providência Acquisition was recorded using the acquisition method of accounting in accordance with the accounting guidance for business combinations. As a result, the total purchase price has been allocated to assets acquired and liabilities assumed based on the preliminary estimate of fair market value of such assets and liabilities at the Providência Acquisition Date. Any excess of the purchase price is recognized as goodwill. The final valuation associated with the Providência Acquisition is expected to be completed during the fourth quarter of 2014. The preliminary allocation of the purchase price was as follows:

8


In thousands
June 11, 2014
Cash
$
20,621

Accounts receivable
56,976

Inventory
33,000

Other current assets
27,748

Total current assets
138,345

 
 
Property, plant and equipment
400,000

Goodwill
106,335

Intangible assets
4,770

Other noncurrent assets
12,288

Total assets acquired
$
661,738

 
 
Current liabilities
$
28,863

Long-term debt
74,930

Deferred income taxes
38,373

Other noncurrent liabilities
1,992

Noncontrolling interest
92,990

Total liabilities assumed
$
237,148

Net assets acquired
$
424,590

Cash, accounts receivable and current liabilities were stated at their historical carrying values, which approximate their fair value, given the short-term nature of these assets and liabilities. The preliminary estimate of fair value for inventories was based on computations which considered many factors including the estimated selling price of the inventory, the cost to dispose of the inventory as well as the replacement cost of the inventory, where applicable. As a result, the Company increased the carrying value of inventory by $4.9 million. The preliminary estimate of fair value for property, plant and equipment was based on management's assessment of the acquired assets condition, as well as an evaluation of the current market value for such assets. In addition, the Company also considered the length of time over which the economic benefit of these assets is expected to be realized and adjusted the useful life of such assets accordingly as of the valuation date. As a result, the Company increased the carrying value of property, plant and equipment by $77.8 million. The preliminary estimate of fair value of the noncontrolling interest was based upon management's preliminary assessment of the current market value of the outstanding shares of stock.
The Company recorded intangible assets based on a preliminary estimate of fair value, and consisted of a finite-lived customer relationship intangible asset with an estimated fair value of $4.5 million. The valuation was determined using an income approach methodology using the multi-period excess earnings method. The average estimated useful life of the intangible asset is considered to be 15 years, determined based upon various accounting studies, historical acquisition experience, economic factors and future cash flows. In addition, the Company acquired $0.3 million of loan acquisition costs related to debt assumed in the Providência Acquisition. These costs are stated at their historical carrying value, which approximate their fair value, and amortized over the term of the loan to which such costs relate.
The excess of the purchase price over the preliminary amounts allocated to specific assets and liabilities is included in goodwill. The premium in the purchase price paid by the Company for the acquisition of Providência broadens our scale and further solidifies the Company's position as the largest manufacturer of nonwovens in the world. The Company anticipates that the broad base of clients associated with the acquisition of Providência will enhance the Company's position in hygiene products and markets as well as strengthen our position in the Americas. In the short-term, the Company anticipates realizing operational and cost synergies at Providência that include purchasing optimization due to larger volumes, improvement in manufacturing costs and lower general and administrative costs.
Acquisition related costs were as follows:

9


In thousands
Amount
Loan acquisition costs
$
21,312

Transaction expenses
14,880

Total
$
36,192

Capitalized loan acquisition costs related to the Providência Acquisition of $10.6 million were recorded within Intangible assets, net in the Consolidated Balance Sheets and are amortized over the term of the loan to which such costs relate. The remainder, $10.7 million, was expensed as incurred during the second quarter and included within Interest expense in the Consolidated Statements of Comprehensive Income (Loss). In accordance with ASC 805, "Business Combinations" ("ASC 805"), transaction expenses related to the Providência Acquisition were expensed as incurred within Special charges, net in the Consolidated Statements of Comprehensive Income (Loss).
Fiberweb Acquisition
On September 17, 2013, PGI Acquisition Limited, a wholly-owned subsidiary of the Company, entered into an agreement with Fiberweb plc ("Fiberweb") containing the terms of a cash offer to purchase 100% of the issued and to be issued ordinary share capital of Fiberweb at a cash price of £1.02 per share (the "Fiberweb Acquisition"). Under the terms of the agreement, Fiberweb would become a wholly-owned subsidiary of the Company. The offer was effected by a court sanctioned scheme of arrangement of Fiberweb under Part 26 of the UK Companies Act 2006 and consummated on November 15, 2013 (the "Fiberweb Acquisition Date"). The aggregate purchase price was valued at $287.8 million and funded on November 27, 2013 with the proceeds of borrowings under a $268.0 million Senior Secured Bridge Credit Agreement and a $50.0 million Senior Unsecured Bridge Credit Agreement (together, the "Bridge Facilities"). The Bridge Facilities were subsequently refinanced, along with transaction expenses, with the proceeds from a $295.0 million Senior Secured Credit Agreement and a $30.7 million equity investment from Blackstone. Fiberweb is one of the largest global manufacturers of specialized technical fabrics with eight production sites in six countries.
The Fiberweb Acquisition was recorded using the acquisition method of accounting in accordance with the accounting guidance for business combinations. As a result, the total purchase price was allocated to assets acquired and liabilities assumed based on the preliminary estimated fair market value of such assets and liabilities at the Fiberweb Acquisition Date. Any excess of the purchase price was recognized as goodwill. During the second quarter of 2014, the Company updated its fair market value estimates for inventory, property, plant and equipment and intangible assets with the assistance of a third-party valuation specialist. In accordance with ASC 805, "Business Combinations" ("ASC 805"), measurement period adjustments are not included in current earnings, but recognized as of the date of acquisition with a corresponding adjustment to goodwill resulting from the change in preliminary amounts. As a result, the Company adjusted the preliminary allocation of the purchase price initially recorded at the Fiberweb Acquisition Date and retrospectively adjusted its Consolidated Balance Sheet at December 28, 2013 to reflect these measurement period adjustments. The initial allocation of the purchase price and related measurement period adjustments are as follows:

10


In thousands
(Preliminary)
November 15, 2013
Measurement Period Adjustments
(Adjusted)
November 15, 2013
Cash
$
8,792

$

$
8,792

Accounts receivable
49,967


49,967

Inventory
71,050

31

71,081

Other current assets
29,889


29,889

Total current assets
159,698

31

159,729

 
 
 
 
Property, plant and equipment
158,000

29,529

187,529

Goodwill
38,514

(12,320
)
26,194

Intangible assets
85,000

996

85,996

Other noncurrent assets
1,403


1,403

Total assets acquired
$
442,615

$
18,236

$
460,851

 
 
 
 
Current liabilities
$
84,185

$

$
84,185

Financing Obligation
20,300


20,300

Long-term debt
19,391


19,391

Deferred income taxes
20,649

18,236

38,885

Other noncurrent liabilities
9,479


9,479

Noncontrolling interest
849


849

Total liabilities assumed
$
154,853

$
18,236

$
173,089

Net assets acquired
$
287,762

$

$
287,762

Cash, accounts receivable and current liabilities were stated at their historical carrying values, which approximate their fair value, given the short-term nature of these assets and liabilities. The estimate of fair value for inventories was based on computations which considered many factors including the estimated selling price of the inventory, the cost to dispose of the inventory as well as the replacement cost of the inventory, where applicable. As a result, the Company increased the carrying value of inventory by $9.3 million. The estimate of fair value for property, plant and equipment was based on management's assessment of the acquired assets condition, as well as an evaluation of the current market value for such assets. In addition, the Company also considered the length of time over which the economic benefit of these assets is expected to be realized and adjusted the useful life of such assets accordingly as of the valuation date. As a result, the Company increased the carrying value of property, plant and equipment by $24.5 million.
The Company recorded intangible assets based on an estimate of fair value, and consisted of the following:
In thousands
Useful Life
 
Amount
Technology
15 years
 
$
31,827

Trade names
Indefinite
 
11,412

Customer relationships
20 years
 
42,757

Total
 
 
$
85,996

The Company allocated $11.4 million to trade names, primarily related to Typar and Reemay. Management considered many factors in the determination that it will account for the asset as indefinite-lived, including the current market leadership position of the name as well as the recognition in the industry. Therefore, in accordance with current accounting guidance, the indefinite-lived intangible asset will not be amortized, but instead tested for impairment at least annually (more frequently if certain indicators are present).
The excess of the purchase price over the amounts allocated to specific assets and liabilities is included in goodwill. The premium in the purchase price paid by the Company for the acquisition of Fiberweb reflects the establishment of the largest manufacturer of nonwovens in the world. The Company anticipates that the improved diversity associated with the acquisition of Fiberweb will provide a foundation for enhanced access to customers in highly specialized, niche end markets as well as provide complementary solutions and new technologies to address our customer's desire for innovation and customized solutions. In the

11


short-term, the Company anticipates realizing significant operational and cost synergies at Fiberweb that include purchasing optimization due to larger volumes, improvement in manufacturing costs and lower general and administrative costs.
Acquisition related costs were as follows:
In thousands
Amount
Loan acquisition costs
$
16,102

Transaction expenses
16,133

Total
$
32,235

Loan acquisition costs related to the Fiberweb Acquisition were capitalized and recorded within Intangible assets, net in the Consolidated Balance Sheets and amortized over the term of the loan to which such costs relate. In accordance with ASC 805, "Business Combinations" ("ASC 805"), transaction expenses related to the Fiberweb Acquisition were expensed as incurred within Special charges, net in the Consolidated Statements of Comprehensive Income (Loss).
The update of fair value estimates for inventory, property, plant and equipment and intangible assets increase net assets by $30.6 million. As a result, the Company increased its deferred tax liabilities associated with these items by $18.2 million, of which $12.2 million reduced the Company's valuation allowance. The Company anticipates that the final evaluation of the fair market value of Fiberweb's assets acquired and liabilities assumed will be completed in the third quarter of 2014.
Pro Forma Information
The following unaudited pro forma information for the three and six months ended June 29, 2013 assumes the acquisition of both Fiberweb and Providência occurred as of the beginning of the period presented:
In thousands
Three Months
Ended
June 28,
2014
Six Months
Ended
June 28,
2014
Three Months
Ended
June 29,
2013
Six Months
Ended
June 29,
2013
Net sales
$
493,668

$
1,005,773

$
495,464

$
980,327

Net income (loss)
(31,097
)
(49,066
)
(7,405
)
(15,420
)
The unaudited pro forma information does not purport to be indicative of the results that actually would have been achieved had the operations been combined during the periods presented, nor is it intended to be a projection of future results or trends.
PGI Acquisition
On January 28, 2011, pursuant to an Agreement and Plan of Merger, dated as of October 4, 2010, the Company was acquired by Blackstone, along with certain members of the Company's management (the "Merger"), for an aggregate purchase price valued at $403.5 million. As a result, the Company became a privately-held company. The Merger was financed by $560.0 million in aggregate principal of debt financing as well as common equity capital. In addition, the Company repaid its existing outstanding debt.
The Merger was recorded using the acquisition method of accounting in accordance with the accounting guidance for business combinations and non-controlling interest. The purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of merger and resulted in goodwill of $86.4 million and intangible assets of $72.0 million, of which $48.5 million related to definite-lived intangible assets and $23.5 million related to indefinite-lived tradenames. Cash and cash equivalents, accounts receivable and accounts payable were stated at their historical carrying values, which approximate their fair value, given the short-term nature of these assets and liabilities. Inventories were recorded at fair value, based on computations which considered many factors including the estimated selling price of the inventory, the cost to dispose the inventory as well as the replacement cost of the inventory, where applicable.
Note 5.  Accounts Receivable Factoring Agreements
In the ordinary course of business, the Company may utilize accounts receivable factoring agreements with third-party financial institutions in order to accelerate its cash collections from product sales. In addition, these agreements provide the Company with the ability to limit credit exposure to potential bad debts, to better manage costs related to collections as well as to enable customers to extend their credit terms. These agreements involve the ownership transfer of eligible trade accounts receivable, without recourse or discount, to a third party financial institution in exchange for cash.

12


The Company accounts for these transactions in accordance with ASC 860, "Transfers and Servicing" ("ASC 860"). ASC 860 allows for the ownership transfer of accounts receivable to qualify for sale treatment when the appropriate criteria is met, which permits the Company to present the balances sold under the program to be excluded from Accounts receivable, net on the Consolidated Balance Sheet. Receivables are considered sold when (i) they are transferred beyond the reach of the Company and its creditors, (ii) the purchaser has the right to pledge or exchange the receivables, and (iii) the Company has surrendered control over the transferred receivables. In addition, the Company provides no other forms of continued financial support to the purchaser of the receivables once the receivables are sold. Amounts due from financial institutions are included in Other current assets in the Consolidated Balance Sheet.
The Company has a U.S. based program where certain U.S. based receivables are sold to an unrelated third-party financial institution. Under the current terms of the U.S. agreement, the maximum amount of outstanding advances at any one time is $20.0 million, which limitation is subject to change based on the level of eligible receivables, restrictions on concentrations of receivables and the historical performance of the receivables sold. In addition, the Company's subsidiaries in Mexico, Colombia, Brazil, Spain, France and the Netherlands have entered into factoring agreements to sell certain receivables to unrelated third-party financial institutions. Under the terms of the non-U.S. agreements, the maximum amount of outstanding advances at any one time is $79.9 million (measured at June 28, 2014 foreign exchange rates), which limitation is subject to change based on the level of eligible receivables, restrictions on concentrations of receivables and the historical performance of the receivables sold.
The following is a summary of receivables sold to the third-party financial institutions that existed at the following balance sheet dates:
In thousands
June 28, 2014
 
December 28, 2013
Trade receivables sold to financial institutions
$
80,749

 
$
68,091

Net amounts advanced from financial institutions
69,852

 
60,216

Amounts due from financial institutions
$
10,897

 
$
7,875

The Company sold $293.2 million and $204.2 million of receivables under the terms of the factoring agreements during the six months ended June 28, 2014 and June 29, 2013, respectively. The year-over-year increase in receivables sold is primarily attributable to an accounts receivable factoring agreement acquired in the Fiberweb Acquisition. The Company pays a factoring fee associated with the sale of receivables based on the invoice value of the receivables sold. During the three months ended June 28, 2014 and June 29, 2013, factoring fees incurred were $0.5 million and $0.3 million, respectively. Amounts incurred were $0.9 million and $0.6 million during the six months ended June 28, 2014 and June 29, 2013, respectively. These amounts are recorded within Foreign currency and other, net in the Consolidated Statements of Comprehensive Income (Loss).
Note 6.  Inventories, Net
At June 28, 2014 and December 28, 2013, the major classes of inventory were as follows: 
In thousands
June 28,
2014
 
December 28,
2013
Raw materials and supplies
$
68,771

 
$
55,544

Work in process
21,366

 
19,102

Finished goods
98,849

 
81,727

Total
$
188,986

 
$
156,373

Inventories are stated at the lower of cost, determined on the first-in, first-out ("FIFO") method, or fair market value. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and non-saleable inventories and records necessary provisions to reduce such inventories to net realizable value. Reserve balances, primarily related to obsolete and slow-moving inventories, were $5.5 million and $3.3 million at June 28, 2014 and December 28, 2013, respectively.
As a result of the acquisition of Providência, the Company increased the carrying value of inventory by $4.9 million as of the Providência Acquisition Date in order to adjust to estimated fair value in accordance with the accounting guidance for business combinations. The preliminary change in the fair value of the assets was based on computations which considered many factors including the estimated selling price of the inventory, the cost to dispose of the inventory as well as the replacement cost of the inventory, where applicable. The step-up in inventory value is being amortized to Cost of goods sold over the period of Providência's normal inventory turns, which approximates one month.

13


As a result of the acquisition of Fiberweb, the Company increased the carrying value of inventory by $9.3 million as of the Fiberweb Acquisition Date in order to adjust to estimated fair value in accordance with the accounting guidance for business combinations. The change in the fair value of the assets was based on computations which considered many factors including the estimated selling price of the inventory, the cost to dispose of the inventory as well as the replacement cost of the inventory, where applicable. The step-up in inventory value was amortized to Cost of goods sold over the period of Fiberweb's normal inventory turns, which approximated two months.
Note 7. Intangible Assets
Indefinite-lived intangible assets are tested and reviewed annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate that the fair value of the asset may be less than the carrying amount of the asset. All other intangible assets with finite useful lives are being amortized on a straight-line basis over their estimated useful lives.
The following table sets forth the gross amount and accumulated amortization of the Company's intangible assets at June 28, 2014 and December 28, 2013:
In thousands
June 28, 2014
 
December 28, 2013
Technology
$
63,720

 
$
63,705

Customer relationships
64,464

 
60,079

Loan acquisition costs
40,911

 
30,067

Other
7,003

 
6,927

Total gross finite-lived intangible assets
176,098

 
160,778

Accumulated amortization
(34,885
)
 
(26,291
)
Total net finite-lived intangible assets
141,213

 
134,487

Tradenames (indefinite-lived)
34,912

 
34,912

Total
$
176,125

 
$
169,399

As of June 28, 2014, the Company had recorded intangible assets of $176.1 million, which includes amounts associated with loan acquisition costs. These expenditures represent the cost of obtaining financings that are capitalized in the balance sheet and amortized over the term of the loans to which such costs relate.
The following table presents amortization of the Company's intangible assets for the following periods:
In thousands
Three Months
Ended
June 28,
2014
 
Three Months
Ended
June 29,
2013
 
Six Months
Ended
June 28,
2014
 
Six Months
Ended
June 29,
2013
Intangible assets
$
3,397

 
$
1,743

 
$
6,499

 
$
3,233

Loan acquisition costs
1,274

 
607

 
2,300

 
1,214

Total
$
4,671

 
$
2,350

 
$
8,799

 
$
4,447

Estimated amortization expense on existing intangible assets for each of the next five years, including fiscal year 2014, is expected to approximate $16 million in 2014, $16 million in 2015, $15 million in 2016, $15 million in 2017 and $15 million in 2018.
Note 8.  Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following:

14


In thousands
June 28,
2014
 
December 28,
2013
Accounts payable to vendors
$
222,428

 
$
209,031

Accrued compensation and benefits
39,489

 
33,889

Accrued interest
20,506

 
19,063

Other accrued expenses
50,937

 
45,678

Total
$
333,360

 
$
307,661

Note 9.  Debt
The following table presents the Company's outstanding debt at June 28, 2014 and December 28, 2013: 
In thousands
June 28,
2014
 
December 28,
2013
Term Loans
$
602,949

 
$
293,545

Senior Secured Notes
560,000

 
560,000

Senior Unsecured Notes
210,000

 

ABL Facility

 

Argentina credit facilities:
 
 
 
Nacion Facility
6,675

 
8,341

Galicia Facility
2,459

 
3,082

China Credit Facility
22,920

 
24,920

Brazil export credit facilities:
 
 
 
Itaú Facility ($)
43,266

 

Itaú Facility (R$)
23,292

 

Recovery Zone Facility Bonds
9,099

 

India Loans
3,106

 
3,216

Capital lease obligations
1,056

 
1,092

Total long-term debt including current maturities
1,484,822

 
894,196

Short-term borrowings
14,070

 
2,472

Total debt
$
1,498,892

 
$
896,668

The fair value of the Company's long-term debt was $1,532.4 million at June 28, 2014 and $933.8 million at December 28, 2013. The fair value of long-term debt is based upon quoted market prices in inactive markets or on available rates for debt with similar terms and maturities (Level 2).
Term Loans
On December 19, 2013, the Company entered into a Senior Secured Credit Agreement (the loans thereunder, the "Term Loans") with a maturity date upon the earlier of (i) December 19, 2019 and (ii) the 91st day prior to the scheduled maturity of the Company's 7.75% Senior Secured Notes; provided that on such 91st day, such 7.75% Senior Secured Notes has an outstanding aggregate principal amount in excess of $150.0 million. The Term Loans provide for a commitment by the lenders to make secured term loans in an aggregate amount not to exceed $295.0 million, the proceeds of which were used to partially repay amounts outstanding under the Senior Secured Bridge Credit Agreement and the Senior Unsecured Bridge Credit Agreement.
Borrowings bear interest at a fluctuating rate per annum equal to, at the Company's option, (i) a base rate equal to the highest of (a) the federal funds rate plus ½ of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Citicorp North America, Inc. as its "prime rate" and (c) the LIBOR rate for a one-month interest period plus 1.0% (provided that in no event shall such base rate with respect to the Term Loans be less than 2.0% per annum), in each case plus an applicable margin of 3.25% or (ii) a LIBOR rate for the applicable interest period (provided that in no event shall such LIBOR rate with respect to the Term Loans be less than 1.0% per annum) plus an applicable margin of 4.25%. The applicable margin for the Term Loans is subject to a 25 basis point step-down upon the achievement of certain a senior secured net leverage ratio. The Company is required to repay installments on the Term Loans in quarterly installments in aggregate amounts equal to 1.0% per annum of their funded total principal amount, with the remaining amount payable on the maturity date.

15


On June 10, 2014, the Company entered into an incremental term loan amendment (the "Incremental Amendment") to the existing Senior Secured Credit Agreement in which the Company obtained $415.0 million of commitments for incremental term loans from the existing lenders. Pursuant to the Incremental Amendment, the Company borrowed $310.0 million, the proceeds of which were used to fund a portion of the consideration paid for the Providência Acquisition. The remaining commitments are available for borrowing until December 31, 2014, the proceeds of which will be used to repay existing indebtedness. Terms of the Incremental Amendment are substantially identical to the terms of the Term Loans.
The Term Loans are secured (i) together with the Tranche 2 loans, on a first-priority lien basis by substantially all of the assets of the Company, and any existing and future subsidiary guarantors (other than collateral securing the ABL Facility on a first-priority basis), including all of the capital stock of the Company and each restricted subsidiary (which, in the case of foreign subsidiaries, will be limited to 65% of the capital stock of each first-tier foreign subsidiary) and (ii) on a second-priority basis by the collateral securing the ABL Facility, in each case, subject to certain exceptions and permitted liens. The Company may voluntarily repay outstanding loans at any time without premium or penalty, other than a prepayment on voluntary prepayments of Term Loans in connection with a repricing transaction on or prior to the date that is six months after the closing date of the Incremental Amendment and customary "breakage" costs with respect to LIBOR loans.
The agreement governing the Term Loans, among other restrictions, limit the Company's ability and the ability of its restricted subsidiaries to: (i) incur or guarantee additional debt or issue disqualified stock or preferred stock; (ii) pay dividends and make other distributions on, or redeem or repurchase, capital stock; (iii) make certain investments; (iv) repurchase stock; (v) incur certain liens; (vi) enter into transactions with affiliates; (vii) merge or consolidate; (viii) enter into agreements that restrict the ability of subsidiaries to make dividends or other payments to Polymer Group, Inc.; (ix) designate restricted subsidiaries as unrestricted subsidiaries; and (x) transfer or sell assets. In addition, the Term Loans contain certain customary representations and warranties, affirmative covenants and events of default.
Under the credit agreement governing the Term Loans, the Company's ability to engage in activities such as incurring additional indebtedness, making investments, refinancing certain indebtedness, paying dividends and entering into certain merger transactions is governed, in part, by the Company's ability to satisfy tests based on Adjusted EBITDA (defined as Consolidated EBITDA in the credit agreement governing the Terms Loans).
Senior Secured Notes
In connection with the Merger, the Company issued $560.0 million of 7.75% Senior Secured Notes due 2019 on January 28, 2011. The notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by each of the Polymer Group's wholly-owned domestic subsidiaries. Interest on the notes is paid semi-annually on February 1 and August 1 of each year.
The indenture governing the Senior Secured Notes limits, subject to certain exceptions, the ability of the Company and its restricted subsidiaries to: (i) incur or guarantee additional debt or issue disqualified stock or preferred stock; (ii) pay dividends and make other distributions on, or redeem or repurchase, capital stock; (iii) make certain investments; (iv) incur certain liens; (v) enter into transactions with affiliates; (vi) merge or consolidate; (vii) enter into agreements that restrict the ability of subsidiaries to make dividends or other payments to Polymer Group, Inc.; (viii) designate restricted subsidiaries as unrestricted subsidiaries; and (ix) transfer or sell assets. It does not limit the activities of the parent or the amount of additional indebtedness that Parent or its parent entities may incur. In addition, it also provides for specified events of default, which, if any of them occurs, would permit or require the principal of and accrued interest on the Senior Secured Notes to become or to be declared due and payable.
Under the indenture governing the Senior Secured Notes, the Company's ability to engage in certain activities such as incurring additional indebtedness, making investments, refinancing certain indebtedness, paying dividends and entering into certain merger transactions is governed, in part, by the Company's ability to satisfy tests based on Adjusted EBITDA (defined as EBITDA in the indenture governing the Senior Secured Notes).
Senior Unsecured Notes
In connection with the Providência Acquisition, the Company issued $210.0 million of 6.875% Senior Unsecured Notes due 2019 on June 11, 2014. The notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each of the Polymer Group's wholly-owned domestic subsidiaries. Interest on the notes is paid semi-annually on June 1 and December 1 of each year.
The indenture governing the Senior Unsecured Notes limits, subject to certain exceptions, the ability of the Company and its restricted subsidiaries to: (i) incur or guarantee additional debt or issue disqualified stock or preferred stock; (ii) pay dividends and make other distributions on, or redeem or repurchase, capital stock; (iii) make certain investments; (iv) incur certain liens; (v) enter into transactions with affiliates; (vi) merge or consolidate; (vii) enter into agreements that restrict the ability of subsidiaries

16


to make dividends or other payments to Polymer Group, Inc.; (viii) designate restricted subsidiaries as unrestricted subsidiaries; and (iv) transfer or sell assets. It does not limit the activities of the Parent or the amount of additional indebtedness that Parent or its parent entities may incur. In addition, it also provides for specified events of default which, if any occurs, would permit or require the principal of and accrued interest on the Senior Unsecured Notes to become or to be declared due and payable.
Under the indenture governing the Senior Unsecured Notes, the Company's ability to engage in certain activities such as incurring additional indebtedness, making investments, refinancing certain indebtedness, paying dividends and entering into certain merger transactions is governed, in part, by the Company's ability to satisfy tests based on Adjusted EBITDA (defined as EBITDA in the indenture governing the Senior Unsecured Notes).
ABL Facility
On January 28, 2011, the Company entered into a senior secured asset-based revolving credit facility which was amended and restated on October 5, 2012 (the "ABL Facility") to provide for borrowings not to exceed $50.0 million, subject to borrowing base availability. The ABL Facility provides borrowing capacity available for letters of credit and borrowings on a same-day basis and is comprised of (i) a revolving tranche of up to $42.5 million (“Tranche 1”) and (ii) a first-in, last out revolving tranche of up to $7.5 million (“Tranche 2”). Provided that no default or event of default was then existing or would arise therefrom, the Company had the option to request that the ABL Facility be increased by an amount not to exceed $20.0 million. The facility matures on October 5, 2017.
On November 26, 2013, the Company entered into an amendment to the ABL Facility which increased the Tranche 1 revolving credit commitments by $30.0 million (for a total aggregate revolving credit commitment of $80.0 million) as well as made certain other changes to the agreement. In addition, the Company increased the amount by which the Company can request that the ABL Facility be increased at the Company's option to an amount not to exceed $75.0 million. The effectiveness of the amendment was subject to the satisfaction of certain specified closing conditions by no later than January 31, 2014, all of which were satisfied prior to such date.
Based on current average excess availability, the borrowings under the ABL Facility will bear interest at a rate per annum equal to, at the Company's option, either (A) British Bankers Association LIBOR Rate (“LIBOR”) (adjusted for statutory reserve requirements) plus a margin of (i) 2.00% in the case of Tranche 1 or (ii) 4.00% in the case of Tranche 2; or (B) the higher of (a) the rate of interest in effect for such day as publicly announced from time to time by Citibank, N.A. as its "prime rate" and (b) the federal funds effective rate plus ½ of 1.0% (“ABR”) plus a margin of (x) 1.00% in the case of Tranche 1 or (y) 3.00% in the case of the Tranche 2. As of June 28, 2014, the Company had no outstanding borrowings under the ABL Facility. The borrowing base availability was $57.9 million, however, outstanding letters of credit in the aggregate amount of $13.2 million left $44.7 million available for additional borrowings. The aforementioned letters of credit were primarily provided to certain administrative service providers and financial institutions. None of these letters of credit had been drawn on as of June 28, 2014.
The ABL Facility contains certain restrictions which limit the Company's ability and the ability of its restricted subsidiaries to: (i) incur or guarantee additional debt; (ii) pay dividends and make other distributions on, or redeem or repurchase, capital stock; (iii) make certain investments; (iv) repurchase stock; (v) incur certain liens; (vi) enter into transactions with affiliates; (vii) merge or consolidate or other fundamental changes; (viii) enter into agreements that restrict the ability of subsidiaries to make dividends or other payments; (ix) designate restricted subsidiaries as unrestricted subsidiaries; (x) transfer or sell assets and (xi) prepay junior financing or other restricted debt. In addition, it contains certain customary representations and warranties, affirmative covenants and events of default. If such an event of default occurs, the lenders under the ABL Facility would be entitled to take various actions, including the acceleration of amounts due under the ABL Facility and all actions permitted to be taken by a secured creditor.
Under the credit agreement governing the ABL Facility, the Company's ability to engage in activities such as incurring additional indebtedness, making investments, refinancing certain indebtedness, paying dividends and entering into certain merger transactions is governed, in part by, the Company's ability to satisfy tests based on Adjusted EBITDA (defined as Consolidated EBITDA in the credit agreement governing the ABL Facility).
Nacion Facility
In January 2007, the Company's subsidiary in Argentina entered into an arrangement with banking institutions in Argentina in order to finance the installation of a new spunmelt line at its facility near Buenos Aires, Argentina. The maximum borrowings available under the facility, excluding any interest added to principal, were 33.5 million Argentine pesos with respect to an Argentine peso-denominated loan and $26.5 million with respect to a U.S. dollar-denominated loan. The loans are secured by pledges covering (i) the subsidiary's existing equipment lines; (ii) the outstanding stock of the subsidiary; and (iii) the new machinery and equipment being purchased, as well as a trust assignment agreement related to a portion of receivables due from certain major customers of the subsidiary.

17


The interest rate applicable to borrowings under these term loans is based on LIBOR plus 290 basis points for the U.S. dollar-denominated loan and Buenos Aires Interbanking Offered Rate plus 475 basis points for the Argentine peso-denominated loan. Principal and interest payments began in July 2008 with the loans maturing as follows: annual amounts of $3.5 million beginning in 2011 and continuing through 2015, and the remaining $1.7 million in 2016.
In connection with the Merger, the Company repaid and terminated the Argentine peso-denominated loan. In addition, the U.S. denominated loan was adjusted to reflect its fair value as of the date of the Merger. As a result, the Company recorded a contra-liability in Long-term debt and will amortize the balance over the remaining life of the facility. At June 28, 2014, the face amount of the outstanding indebtedness under the U.S. dollar-denominated loan was $6.9 million, with a carrying amount of $6.7 million and a weighted average interest rate of 3.13%.
Galicia Facility
On September 27, 2013, the Company's subsidiary in Argentina entered into an arrangement with a banking institution in Argentina in order to partially finance the upgrade of a manufacturing line at its facility located near Buenos Aires, Argentina. The maximum borrowings available under the facility, excluding any interest added to principal, is 20.0 million Argentine pesos (approximately $3.5 million). The three-year term of the agreement began with the date of the first draw down on the facility, which occurred in the third quarter of 2013, with payments required in twenty-five equal monthly installments beginning after one year. Borrowings will bear interest at 15.25%. As of June 28, 2014, the outstanding balance under the facility was $2.5 million. The remainder of the upgrade is expected to be financed by existing cash balances and cash generated from operations.
China Credit Facility
In the third quarter of 2012, the Company's subsidiary in China entered into a three-year U.S. dollar denominated construction loan agreement (the “Hygiene Facility”) with a banking institution in China to finance a portion of the installation of a new spunmelt line at its manufacturing facility in Suzhou, China. The interest rate applicable to borrowings under the Hygiene Facility is based on three-month LIBOR plus an amount to be determined at the time of funding based on the lender's internal head office lending rate (520 basis points at the time the credit agreement was executed).
The maximum borrowings available under the facility, excluding any interest added to principal, were $25.0 million. At December 28, 2013, the outstanding balance under the Hygiene Facility was $24.9 million with a weighted average interest rate of 5.46%. The Company repaid $2.0 million of the principal balance during the first quarter of 2014 using a combination of existing cash balances and cash generated from operations. As a result, the outstanding balance under the Hygiene Facility was $22.9 million at June 28, 2014 with a weighted-average interest rate of 5.43%.
Brazil Export Credit Facilities
As a result of the acquisition of Providência, the Company assumed a U.S. dollar-denominated export credit facility with Itaú Unibanco S.A., pursuant to which Providência borrowed $52.4 million in the third quarter of 2011 for the purpose of financing certain export transaction from Brazil. Borrowings bear interest at 4.85% per annum, payable semi-annually. Principal payments are due in 11 equal installments, beginning in September 2013 and ending at final maturity in September 2018. The facility is secured by interests in the receivables related to the exports financed by the facility. At June 28, 2014, outstanding borrowings under the facility totaled $43.3 million.
As a result of the acquisition of Providência, the Company assumed a Brazilian real-denominated export credit facility with Itaú Unibanco S.A., pursuant to which Providência borrowed R$50.0 million in the first quarter of 2013 for the purpose of financing certain export transactions from Brazil. Borrowings bear interest at 8.0% per annum, payable quarterly. The facility matures in February 2016 and is unsecured. At June 28, 2014, outstanding borrowings under the facility totaled $23.3 million.
Recovery Zone Facility Bonds
As a result of the acquisition of Providência, the Company assumed a loan agreement in connection with the issuance of a like amount of recovery zone facility bonds by the Iredell County Industrial Facilities and Pollution Control Financing Authority. The proceeds of $9.1 million were used to finance, in part, the construction of a manufacturing facility in Statesville, North Carolina. The borrowings bear interest at a floating rate, which is reset weekly, and are supported by a letter of credit. At June 28, 2014, outstanding borrowings under the loan agreement total $9.1 million.
India Indebtedness
As a result of the acquisition of Fiberweb, the Company assumed control of Terram Geosynthetics Private Limited, a joint venture located in Mundra, India in which the Company maintains a 65% controlling interest. As part of the net assets acquired, the Company assumed $3.8 million of debt that was entered into with a banking institution in India. Amounts outstanding primarily

18


relate to a 14.70% term loan, due in 2017, used to purchase fixed assets. Other amounts relate to a short-term credit facility used to finance working capital requirements (included in Short-term borrowings in the Consolidated Balance Sheets) and an existing automobile loan. Combined, the outstanding balances totaled $3.9 million at June 28, 2014.
Other Indebtedness
The Company periodically enters into short-term credit facilities in order to finance various liquidity requirements, including insurance premium payments and short-term working capital needs. At June 28, 2014 and December 28, 2013, outstanding amounts related to such facilities were $13.3 million and $0.4 million, respectively. Borrowings under these facilities are included in Short-term borrowings in the Consolidated Balance Sheets.
The Company also has documentary letters of credit not associated with the ABL Facility or the Hygiene Facility. These letters of credit were primarily provided to certain raw material vendors and amounted to $13.6 million and $8.5 million at June 28, 2014 and December 28, 2013, respectively. None of these letters of credit have been drawn upon.
Note 10.  Derivative Instruments
In the normal course of business, the Company is exposed to certain risks arising from business operations and economic factors. These fluctuations can increase the cost of financing, investing and operating the business. The Company may use derivative financial instruments to help manage market risk and reduce the exposure to fluctuations in interest rates and foreign currencies. These financial instruments are not used for trading or other speculative purposes.
All derivatives are recognized on the Consolidated Balance Sheet at their fair value as either assets or liabilities. On the date the derivative contract is entered into, the Company designates the derivative as (1) a hedge of the fair value of a recognized asset or liability (fair value hedge), (2) a hedge of a forecasted transaction or the variability of cash flow to be paid (cash flow hedge), or (3) an undesignated instrument. Changes in the fair value of a derivative that is designated as a fair value hedge and determined to be highly effective are recorded in current earnings, along with the gain or loss on the recognized hedged asset or liability that is attributable to the hedged risk. Changes in the fair value of a derivative that is designated as a cash flow hedge and considered highly effective are recorded in Accumulated other comprehensive income (loss) until they are reclassified to earnings in the same period or periods during which the hedged transaction affects earnings. Changes in the fair value of undesignated derivative instruments and the ineffective portion of designated derivative instruments are reported in current earnings.
The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as fair value hedges to specific assets and liabilities on the Consolidated Balance Sheet and linking cash flow hedges to specific forecasted transactions or variability of cash flow to be paid.
The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the designated derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flow of hedged items. When a derivative is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively, in accordance with current accounting standards.
The following table presents the fair values of the Company's derivative instruments for the following periods:
 
As of June 28, 2014
 
As of December 28, 2013
In thousands
Notional
 
Fair Value
 
Notional
 
Fair Value
Designated hedges:
 
 
 
 
 
 
 
Hygiene Euro Contracts
$

 
$

 
$

 
$

Undesignated hedges:
 
 
 
 
 
 
 
Providência Contracts
170,034

 
12,837

 

 

Providência Instruments
29,612

 
(1,627
)
 

 

Hygiene Euro Contracts

 

 

 

Total
$
199,646

 
$
11,210

 
$

 
$

Asset derivatives are recorded within Other current assets and liability derivatives are recorded within Accounts payable and accrued expenses on the Consolidated Balance Sheets.
Providência Contracts

19


On January 27, 2014, the Company entered into a series of financial instruments with a third-party financial institution used to minimize foreign exchange risk on the future consideration to be paid for the Providência Acquisition and the Mandatory Tender Offer (the "Providência Contracts"). Each contract allows the Company to purchase fixed amounts of Brazilian Reais (R$) in the future at specified U.S. dollar rates, coinciding with either the Providência Acquisition or the Mandatory Tender Offer. The Providência Contracts do not qualify for hedge accounting treatment, and therefore, are considered undesignated hedges. As the nature of this transaction is related to a non-operating notional amount, changes in fair value were recorded in Foreign currency and other, net in the current period.
The primary financial instrument was related to the Providência Acquisition and consisted of a foreign exchange forward contract with an aggregate notional amount equal to the estimated purchase price. Prior to the Providência Acquisition Date, the Company amended the primary financial instrument to reduce the notional amount to align with the consideration to be paid to the selling stockholders, which resulted in a realized gain for the Company. Upon consummation of the Providência Acquisition, the Company purchased the required Brazilian Real at the rate specified per the terms of the contract. In addition, the primary financial instrument was settled in the Company's favor due to a strengthening U.S. Dollar. As a result, the Company fulfilled its obligations under the terms of the contract that specifically relate to the primary financial instrument and adjusted the fair value to zero with a realized gain of $18.9 million recognized within Foreign currency and other, net. The remaining financial instruments relate to a series of options that expire between 1 year and 5 years associated with the Mandatory Tender Offer and the deferred portion of the consideration paid for the Providência Acquisition.
Providência Instruments
As a result of the acquisition of Providência, the Company assumed a variety of derivative instruments used to reduce the exposure to fluctuations in interest rates and foreign currencies. These financial instruments include an interest rate swap, forward foreign exchange contracts and call option contracts (the "Providência Instruments"). The counterparty to each financial instrument is a third-party financial institution. The Providência Instruments do not qualify for hedge accounting treatment, and therefore, are considered undesignated derivatives. As the nature of these transactions relate to operating notional amounts, changes in the fair value of each contract is recorded in Other operating, net in the current period.
Hygiene Euro Contracts
On June 30, 2011, the Company entered into a series of foreign exchange forward contracts with a third-party financial institution used to minimize foreign exchange risk on certain future cash commitments related to the new hygiene line under construction in China (the "Hygiene Euro Contracts"). The contracts allow the Company to purchase fixed amount of Euros on specified future dates, coinciding with the payment amounts and dates of equipment purchase contracts. The Hygiene Euro Contracts qualify for hedge accounting treatment and are considered a fair value hedge; therefore, changes in the fair value of each contract are recorded in Other operating, net along with the gain or loss on the recognized hedged asset or liability that is attributable to the hedged risk. Since inception, the Company amended the equipment purchase contract on the hygiene line to which the Hygiene Euro Contracts are linked. However, the Company modified the notional amounts of the Hygiene Euro Contracts to synchronize with the underlying updated contract payments. As a result, the Hygiene Euro Contracts remained highly effective and continued to qualify for hedge accounting treatment.
In May 2013, the Company completed commercial acceptance of the new hygiene line under construction in China and recorded a liability for the remaining balance due. As a result, the Company removed the hedge designation of the Hygiene Euro Contracts and continued to recognize changes in the fair value of the contracts in current earnings as an undesignated hedge until the final payment date. However, changes in the fair value of the hedged asset that is attributable to the hedged risk has been capitalized in the cost base of the hygiene line and no longer recognized in current earnings. During the fourth quarter of 2013, the Company remitted the final payment on the hygiene line and simultaneously fulfilled its obligations under the Hygiene Euro Contracts.
The following table represents the amount of (gain) or loss associated with derivative instruments in the Consolidated Statement of Comprehensive Income (Loss):

20


In thousands
Three Months
Ended
June 28,
2014
 
Three Months
Ended
June 29,
2013
 
Six Months
Ended
June 28,
2014
 
Six Months
Ended
June 29,
2013
Designated hedges:
 
 
 
 
 
 
 
Hygiene Euro Contracts
$

 
$
(510
)
 
$

 
$
(449
)
Undesignated hedges:
 
 
 
 
 
 
 
Providência Contracts
(11,673
)
 

 
(22,429
)
 

Providência Instruments
1

 

 
1

 

Hygiene Euro Contracts

 
(40
)
 

 
(40
)
Total
$
(11,672
)
 
$
(550
)
 
$
(22,428
)
 
$
(489
)
Gains and losses associated with the Company's designated fair value hedges are offset by the changes in the fair value of the underlying transactions. However, once the hedge is undesignated, the fair value of the hedge is no longer offset by the fair value of the underlying transaction. Changes in the fair value of derivative instruments are recognized in Other operating, net on the Consolidated Statements of Comprehensive Income (Loss) as they relate to notional amounts used in primary business operations. However, changes in the value of the Providência Contracts are recognized in Foreign currency and other, net as it related to a non-operating notional amount.
Note 11.  Fair Value of Financial Instruments
The accounting standard for fair value measurements establishes a framework for measuring fair value that is based on the inputs market participants use to determine the fair value of an asset or liability and establishes a fair value hierarchy to prioritize those inputs. The fair value hierarchy is comprised of three levels that are described below:
Level 1 — Inputs based on quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs other than Level 1 quoted prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.
Level 3 — Unobservable inputs based on little or no market activity and that are significant to the fair value of the assets and liabilities, therefore requiring an entity to develop its own assumptions.
The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are obtained from independent sources and can be validated by a third party, whereas unobservable inputs reflect assumptions regarding what a third party would use in pricing an asset or liability based on the best information available under the circumstances. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following tables present the fair value and hierarchy levels for the Company's assets and liabilities, which are measured at fair value on a recurring basis as of the following periods:
In thousands
Level 1
 
Level 2
 
Level 3
 
June 28, 2014
Assets
 
 
 
 
 
 
 
Providência Contracts
$

 
$
12,837

 
$

 
$
12,837

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Providência Instruments
$

 
$
(1,627
)
 
$

 
$
(1,627
)
ASC 820 "Fair Value Measurements and Disclosures" (ASC 820) defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair values of cash and cash equivalents, accounts receivable, inventories, short-term borrowings and accounts payable and accrued liabilities approximate their carrying values due to the short-term nature of these instruments. The methodologies used by the Company to determine the fair value of its financial assets and liabilities at June 28, 2014 are the same as those used at December 28, 2013. As a result, there have been no transfers between Level 1 and Level 2 categories.

21


The Company utilizes a third-party valuation specialist to provide the fair value of the Providência Contracts. To value the position, quantitative models that utilize multiple market inputs (including interest rates, prices and indices to generate continuous yield or pricing curves and volatility factors) are utilized. Prior to the consummation of the Providência Acquisition, management considered the probability of the Providência Acquisition being finalized as a component of the valuation. As a result, the Company considered the fair value of the Providência Contracts a Level 3 fair value determination. Subsequent to the Providência Acquisition and after the settlement of the primary financial instrument included in the Providência Contracts, management no longer is required to consider the probability of the Providência Acquisition being finalized as a component of the valuation. Therefore, the fair value of the remaining Providência Contracts are considered a Level 2 fair value determination.
At December 28, 2013, the Company did not have any financial assets or liabilities required to be measured at fair value on a recurring basis. However, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In the fourth quarter of 2013, the Company performed an impairment test on long-lived assets in Argentina. Based on third-party valuations, the Company determined the fair value of the long-lived assets to be $14.4 million. Personal property was valued using the cost and market approaches and the cost approach for construction in progress. Land was valued using a combination of the cost, income and sales comparison approaches. Key assumptions included market rent rates ($5 per square foot), management fees (5%) and an overall capitalization rate (12%). The amount is considered a non-recurring Level 3 fair value determination.
Note 12.  Pension and Postretirement Benefit Plans
The Company and its subsidiaries sponsor multiple defined benefit plans that cover certain employees. Postretirement benefit plans, other than pensions, provide healthcare benefits for certain eligible employees. Benefits are primarily based on years of service and the employee’s compensation.
Pension Plans
The Company has both funded and unfunded pension benefit plans. It is the Company’s policy to fund such plans in accordance with applicable laws and regulations in order to ensure adequate funds are available in the plans to make benefit payments to plan participants and beneficiaries when required.
The components of the Company's pension related costs for the following periods are as follows:
In thousands
Three Months
Ended
June 28,
2014
 
Three Months
Ended
June 29,
2013
 
Six Months
Ended
June 28,
2014
 
Six Months
Ended
June 29,
2013
Service cost
$
874

 
$
835

 
$
1,747

 
$
1,679

Interest cost
2,463

 
1,379

 
4,921

 
2,770

Expected return on plan assets
(3,122
)
 
(1,864
)
 
(6,240
)
 
(3,748
)
Curtailment / settlement (gain) loss

 

 

 

Net amortization of:
 
 
 
 
 
 
 
Actuarial (gain) loss
(4
)
 
87

 
(8
)
 
175

Transition costs and other

 

 

 

Net periodic benefit cost
$
211

 
$
437

 
$
420

 
$
876

The Company’s practice is to fund amounts for its qualified pension plans at least sufficient to meet the minimum requirements set forth in applicable employee benefit laws and local tax laws. In addition, the Company manages these plans to ensure that all present and future benefit obligations are met as they come due. Full year contributions are expected to approximate $5.0 million.
Postretirement Plans
The Company sponsors several Non-U.S. postretirement plans that provide healthcare benefits to cover certain eligible employees. These plans have no plan assets, but instead are funded by the Company on a pay-as-you-go basis in the form of direct benefit payments.
The components of the Company's postretirement related costs for the following periods are as follows:

22


In thousands
Three Months
Ended
June 28,
2014
 
Three Months
Ended
June 29,
2013
 
Six Months
Ended
June 28,
2014
 
Six Months
Ended
June 29,
2013
Service cost
$
9

 
$
15

 
$
18

 
$
30

Interest cost
94

 
46

 
187

 
92

Curtailment / settlement (gain) loss

 

 

 

Net amortization of:
 
 
 
 
 
 
 
Actuarial (gain) loss
5

 
9

 
10

 
18

Transition costs and other

 

 

 

Net periodic benefit cost
$
108

 
$
70

 
$
215

 
$
140

For the three months ended June 28, 2014 and June 29, 2013, reclassifications out of accumulated other comprehensive income (loss) totaled less than $0.1 million and $0.1 million, respectively. For the six months ended June 28, 2014 and June 29, 2013, reclassifications out of accumulated other comprehensive income (loss) totaled less than $0.1 million and $0.2 million, respectively. These amounts related to net actuarial gains/losses included in the computation of net periodic benefit cost for both pension and postretirement benefit plans.
Defined Contribution Plans
The Company sponsors several defined contribution plans through its domestic subsidiaries covering employees who meet certain service requirements. The Company makes matching contributions to the plans based upon a percentage of the employees’ contribution in the case of its 401(k) plans or upon a percentage of the employees’ salary or hourly wages in the case of its non-contributory money purchase plans.
Note 13.  Income Taxes
The Company accounts for its provision for income taxes in accordance with ASC 740, "Income Taxes," which requires an estimate of the annual effective tax rate for the full year to be applied to the respective interim period, taking into account year-to-date amounts and projected results for the full year. For the six months ended June 28, 2014, the combination of the Company's income tax provision and recorded loss from operations before income taxes resulted in a negative effective tax rate of 0.9% (compared with a negative effective tax rate of 56.3% for the six months ended June 29, 2013). The effective tax rate for the six months ended June 28, 2014 is different than the Company's statutory tax rate primarily due to losses in certain jurisdictions for which no income tax benefits are anticipated, foreign withholding taxes for which tax credits are not anticipated, changes in the amounts of tax uncertainties and foreign taxes calculated at statutory rates different than the U.S. statutory rate.
Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes and (b) operating loss and tax credit carryforwards. A valuation allowance is recorded when, based on the weight of the evidence, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. The realization of the deferred tax asset depends on the ability to generate sufficient taxable income of the appropriate character in the future and in the appropriate taxing jurisdiction. At June 28, 2014, the Company has a net deferred tax liability of $64.0 million.
At June 28, 2014, the Company had unrecognized tax benefits of $18.8 million, of which $8.2 million relates to accrued interest and penalties. These amounts are included within Other noncurrent liabilities within the accompanying Consolidated Balance Sheet. The total amount of unrecognized tax benefits that, if recognized, would affect the Company's effective tax rate is $18.8 million as of June 28, 2014. Included in the balance as of June 28, 2014 is $3.4 million related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next twelve months. This amount is comprised of items which relate to the lapse of statute of limitations or the settlement of issues. The Company recognizes interest and/or penalties related to income taxes as a component of income tax expense.
Management judgment is required in determining tax provisions and evaluating tax positions. Although management believes its tax positions and related provisions reflected in the consolidated financial statements are fully supportable, it recognizes that these tax positions and related provisions may be challenged by various tax authorities. These tax positions and related provisions are reviewed on an ongoing basis and are adjusted as additional facts and information become available, including progress on tax audits, changes in interpretations of tax laws, developments in case law and closing of statute of limitations. The Company’s tax provision includes the impact of recording reserves and any changes thereto.

23


The major jurisdictions where the Company files income tax returns include the United States, Canada, China, India, the Netherlands, France, Germany, Spain, United Kingdom, Italy, Mexico, Colombia, Brazil, and Argentina. As of June 28, 2014, the Company has a number of open tax years with various taxing jurisdictions that range from 2003 to 2013. The results of current tax audits and reviews related to open tax years have not been finalized, and management believes that the ultimate outcomes of these audits and reviews will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.
Note 14.  Special Charges, Net
As part of our business strategy, the Company incurs amounts related to corporate-level decisions or actions by the Board of Directors. These actions are primarily associated with initiatives attributable to acquisition integration, restructuring and realignment of manufacturing operations and management structures as well as the pursuit of certain transaction opportunities when applicable. In addition, the Company evaluates its long-lived assets for impairment whenever events or changes in circumstances including the aforementioned, indicate that the carrying amounts may not be recoverable. These amounts are included in Special charges, net in the Consolidated Statements of Comprehensive Income (Loss).
A summary for each respective period is as follows:
 
In thousands
Three Months
Ended
June 28,
2014
 
Three Months
Ended
June 29,
2013
 
Six Months
Ended
June 28,
2014
 
Six Months
Ended
June 29,
2013
Restructuring and plant realignment costs:
 
 
 
 
 
 
 
Internal redesign and restructure of global operations
$
196

 
$
398

 
$
436

 
$
1,941

Plant realignment costs
7,090

 
1,014

 
9,995

 
1,110

IS support initiative

 
18

 

 
25

Other restructure initiatives

 
43

 

 
43

Total restructuring and plant realignment costs
7,286

 
1,473

 
10,431

 
3,119

Acquisition and integration costs:
 
 
 
 
 
 
 
Blackstone costs
12

 

 
12

 

Providência costs
12,449

 

 
14,880

 

Fiberweb costs
4,446

 
8

 
7,480

 
43

Total acquisition and merger related costs
16,907

 
8

 
22,372

 
43

Other special charges:
 
 
 
 
 
 
 
Other charges
71

 
269

 
172

 
392

Total
$
24,264

 
$
1,750

 
$
32,975

 
$
3,554

Restructuring and Plant Realignment Costs
Internal redesign and restructuring of global operations
During 2012, the Company initiated the internal redesign and restructuring of its global operations for the purposes of realigning and repositioning the Company to consolidate the benefits of its global footprint, align resources and capabilities with future growth opportunities and provide for a more efficient structure to serve targeted markets.
Costs incurred for the respective periods presented consisted of the following:
In thousands
Three Months
Ended
June 28,
2014
 
Three Months
Ended
June 29,
2013
 
Six Months
Ended
June 28,
2014
 
Six Months
Ended
June 29,
2013
Employee separation
$
(6
)
 
$
50

 
$
1

 
$
136

Professional consulting fees

 
147

 

 
1,402

Relocation, recruitment and other
202

 
201

 
435

 
403

Total
$
196

 
$
398

 
$
436

 
$
1,941


24


Plant Realignment Costs
The Company incurs costs associated with ongoing restructuring initiatives intended to result in lower working capital levels and improve operating performance and profitability. Costs associated with these initiatives include improving manufacturing productivity, reducing headcount, realignment of management structures, reducing corporate costs and rationalizing certain assets, businesses and employee benefit programs. Costs incurred for the current period primarily relate to costs incurred in association with our acquisition of Fiberweb. Amounts in the prior period primarily consist of plant realignment initiatives in the Americas and Europe regions.
IS Support Initiative
During 2012, the Company launched an initiative to utilize a third-party service provider for its Information Systems support tactical functions, including: service desk; desktop/end-user computing; server administration; network services; data center operations; database and applications development; and maintenance. Cost incurred for the respective periods presented primarily consisted of employee separation and severance expenses.
Other Restructuring Initiatives
The Company incurs costs associated with less significant ongoing restructuring initiatives resulting from the continuous evaluation of opportunities to optimize manufacturing facilities and manufacturing processes. Costs associated with these initiatives primarily relate to professional consulting fees.
Restructuring Reserve
Amounts accrued for Restructuring and Plant Realignment costs are included in Accounts payable and accrued liabilities in the Consolidated Balance Sheets. Changes in the Company's reserves for the respective periods presented were as follows:
In thousands
Six Months
Ended
June 28,
2014
 
Six Months
Ended
June 29,
2013
Beginning balance
$
8,460

 
$
6,278

Additions
9,996

 
1,314

Cash payments
(9,313
)
 
(5,186
)
Adjustments
(101
)
 
(70
)
Ending balance
$
9,042

 
$
2,336

The Company accounts for its restructuring programs in accordance with ASC 712, "Compensation - Non-retirement Postemployment Benefits" ("ASC 712") and ASC 420, "Exit of Disposal Cost Obligations" ("ASC 420"). Programs in existence prior to the acquisition of Fiberweb are substantially complete as of June 28, 2014. As a result of the acquisition of Fiberweb, the Company has initiated several restructuring programs to integrate and optimize the combined footprint. Total projected costs for these programs are expected to range between $16.0 million and $23.0 million with payments continuing into 2015. Cost incurred since the Fiberweb Acquisition Date totaled $15.3 million.
Acquisition and Integration Costs
Providência Costs
In association with the Providência Acquisition, the Company incurred direct acquisition costs associated with the transaction including investment banking, legal, accounting and other fees for professional services. Other expenses included direct financing costs associated with both the Senior Unsecured Notes and the Incremental Amendment to the Term Loans. These costs have been capitalized as intangible assets on the Consolidated Balance Sheet as of the date of the Providência Acquisition. However, a portion of these costs related to the Incremental Term loan were expensed as incurred.
Fiberweb Costs
In association with the Fiberweb Acquisition, the Company has launched several initiatives focused on the integration of Fiberweb into the existing operations and underlying processes of the Company. As a result, the Company incurred costs directly associated with these activities which include legal, accounting and other fees for professional services.
Other Special Charges

25


Other Charges
Other charges consist primarily of expenses related to the Company’s pursuit of other business opportunities. The Company reviews its business operations on an ongoing basis in light of current and anticipated market conditions and other factors and, from time to time, may undertake certain actions in order to optimize overall business, performance or competitive position. To the extent any such decisions are made, the Company would likely incur costs associated with such actions, which could be material. Other charges may also include various corporate-level initiatives.
Note 15.  Other Operating, Net
Transactions that are denominated in a currency other than an entity's functional currency are subject to changes in exchange rates with the resulting gains and losses recorded within current earnings. The Company includes these gains and losses related to receivables and payables as well as the impacts of other operating transactions as a component of Operating income (loss).
Amounts associated with these components for the respective periods are as follows:
In thousands
Three Months
Ended
June 28,
2014
 
Three Months
Ended
June 29,
2013
 
Six Months
Ended
June 28,
2014
 
Six Months
Ended
June 29,
2013
Foreign currency gains (losses)
$
(4,656
)
 
$
(1,014
)
 
$
(6,582
)
 
$
(1,434
)
Other operating income (expense)
801

 
50

 
1,658

 
130

Total
$
(3,855
)
 
$
(964
)
 
$
(4,924
)
 
$
(1,304
)
Note 16. Foreign Currency and Other, Net
Transactions that are denominated in a currency other than an entity's functional currency are subject to changes in exchange rates with the resulting gains and losses recorded within current earnings. The Company includes these gains and losses related to intercompany loans and debt as well as other non-operating activities as a component of Other income (expense).
Amounts associated with these components for the respective periods are as follows:
In thousands
Three Months
Ended
June 28,
2014
 
Three Months
Ended
June 29,
2013
 
Six Months
Ended
June 28,
2014
 
Six Months
Ended
June 29,
2013
Foreign currency gains (losses)
$
3,258

 
$
(20
)
 
$
(2,142
)
 
$
(1,017
)
Other non-operating income (expense)
6,745

 
(880
)
 
17,104

 
(1,303
)
Total
$
10,003

 
$
(900
)
 
$
14,962

 
$
(2,320
)
On January 27, 2014, the Company entered into a series of foreign exchange forward contracts with a third-party financial institution used to minimize foreign exchange risk on the future consideration to be paid for the Providência Acquisition and the Mandatory Tender Offer. The primary financial instrument was related to the Providência Acquisition and consisted of a foreign exchange forward contract with an aggregate notional amount equal to the estimated purchase price. The remaining financial instruments relate to a series of options that expire between 1 year and 5 years associated with the Mandatory Tender Offer and the deferred portion of the consideration to be paid for the Providência Acquisition. As the nature of these transactions are related to a non-operating notional amount, changes in fair value are included in Foreign currency and other, net in the current period.
On June 11, 2014, the Company settled the primary financial instrument which provided $18.9 million of income realized at the date of acquisition. In addition, the Company recognized $3.6 million associated with the changes in fair value of the options related to the Mandatory Tender Offer and the deferred portion of the purchase price. Other amounts relate to non-operating expenses, including factoring fees.
Note 17.  Commitments and Contingencies
The Company is involved from time to time in various litigations, claims and administrative proceedings arising out of the ordinary conduct of its business. Amounts recorded for identified contingent liabilities are estimates, which are reviewed periodically and adjusted to reflect additional information when it becomes available. Subject to the uncertainties inherent in estimating future costs for contingent liabilities, management believes that any liability which may result from these legal matters would not have a material adverse effect on the Company's business or financial condition.

26


Environmental
The Company is subject to a broad range of federal, foreign, state and local laws and regulations relating to pollution and protection of the environment. The Company believes that it is currently in substantial compliance with applicable environmental requirements and does not currently anticipate any material adverse effect on its operations, financial or competitive position as a result of its efforts to comply with environmental requirements. Some risk of environmental liability is inherent, however, in the nature of the Company’s business and, accordingly, there can be no assurance that material environmental liabilities will not arise.
Equipment Lease Agreement
In the third quarter of 2011, the Company's state-of-the-art spunmelt line in Waynesboro, Virginia commenced commercial production. The plant expansion increased capacity to meet demand for nonwoven materials in the hygiene and healthcare applications in the U.S. The line was principally funded by a seven year equipment lease with a capitalized cost of $53.6 million. From the commencement of the lease to its fourth anniversary date, the Company will make annual lease payments of $8.3 million. From the fourth anniversary date to the end of the lease term, the Company's annual lease payments may change, as defined in the lease agreement. The aggregate future lease payments under the agreement, subject to adjustment, are expected to approximate $58 million. The lease includes covenants, events of default and other provisions that requires the Company to maintain certain financial ratios and other requirements.
Providência Tax Claims
Total consideration paid for the acquisition of Providência includes $47.9 million of deferred purchase price (the "Deferred Consideration"). The Deferred Consideration accretes at a rate of 9.5% per annum compounded daily, which shall be paid to the selling stockholders to the extent certain existing and potential tax claims of Providência ("Providência Tax Claims") are resolved in Providência's favor. At June 28, 2014, the outstanding balance of the Deferred Consideration was $48.2 million. If the Company incurs actual tax liability with respect to the Providência Tax Claims, the amount of the Deferred Purchase Price owed to the selling stockholders will be reduced by the amount of such actual tax liability. The Company will be responsible for any actual tax liability in excess of the Deferred Purchase Price. The Deferred Consideration is reflected on the Consolidated Balance Sheet as a noncurrent liability as the settlement of existing and potential claims is expected to be greater than one year.
Financing Obligation
As a result of the acquisition of Fiberweb, the Company acquired a manufacturing facility in Old Hickory, Tennessee, the assets of which included a utility plant used to generate steam for use in its manufacturing process. Upon completion of its construction in 2011, the utility plant was sold to a unrelated third-party and subsequently leased back by Fiberweb for a period of 10 years. The transaction was appropriately accounted for by Fiberweb under International Financial Reporting Standards ("IFRS") as a sale-leaseback whereby the assets were excluded from the balance sheet and monthly lease payments were recorded as rent expense.
The Company determined that current accounting guidance under GAAP disallowed sale-leaseback treatment if there was continuing involvement with the property. As a result, the transaction is not accounted for as a sale-leaseback, but as a direct financing lease under GAAP, recognizing the assets as part of property, plant and equipment and a related financing obligation as a long-term liability. Cash payments to the lessor are allocated between interest expense and amortization of the financing obligation. At the end of the lease term, the Company will recognize the sale of the utility plant, however, no gain or loss will be recognized as the financing obligation will equal the expected carrying value of the assets. At June 28, 2014, the outstanding balance of the financing obligation was $19.3 million, which is included in Other noncurrent liabilities in the Consolidated Balance Sheets.
Note 18.  Segment Information
The Company is a leading global, technology-driven developer, producer and marketer of engineered materials, primarily focused on the production of nonwoven products. The Company operates through four reportable segments, with the main source of revenue being the sales of primary and intermediate products to consumer and industrial markets. The Company has one major customer that accounts for over 10% of its business, the loss of which would have a material adverse impact on reported financial results. Sales to this customer are reported within each of the the Nonwoven segments.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that the segment results are prepared on a management basis that is consistent with the manner in which the Company desegregates financial information for internal review and decision making. Intercompany sales between the segments are eliminated.

27


Financial data by segment is as follows: 
In thousands
Three Months
Ended
June 28,
2014
 
Three Months
Ended
June 29,
2013
 
Six Months
Ended
June 28,
2014
 
Six Months
Ended
June 29,
2013
Net sales:
 
 
 
 
 
 
 
Americas Nonwovens
$
235,419

 
$
159,444

 
$
448,937

 
$
312,449

Europe Nonwovens
139,458

 
72,938

 
283,079

 
151,212

Asia Nonwovens
46,173

 
42,428

 
93,688

 
80,395

Oriented Polymers
18,848

 
16,728

 
36,778

 
34,564

Total
$
439,898

 
$
291,538

 
$
862,482

 
$
578,620

 
 
 
 
 
 
 
 
Operating income (loss):
 
 
 
 
 
 
 
Americas Nonwovens
$
22,572

 
$
14,557

 
$
41,066

 
$
26,031

Europe Nonwovens
4,499

 
3,419

 
11,174

 
6,712

Asia Nonwovens
4,707

 
5,035

 
8,859

 
9,589

Oriented Polymers
1,836

 
1,431

 
3,092

 
3,023

Unallocated Corporate
(16,838
)
 
(14,364
)
 
(30,091
)
 
(24,055
)
Eliminations
(93
)
 
(23
)
 
(130
)
 
(61
)
Subtotal
16,683

 
10,055

 
33,970

 
21,239

Special charges, net
(24,264
)
 
(1,750
)
 
(32,975
)
 
(3,554
)
Total
$
(7,581
)
 
$
8,305

 
$
995

 
$
17,685

 
 
 
 
 
 
 
 
Depreciation and amortization expense:
 
 
 
 
 
 
 
Americas Nonwovens
$
14,445

 
$
8,086

 
$
26,970

 
$
16,403

Europe Nonwovens
7,494

 
3,004

 
12,975

 
6,063

Asia Nonwovens
5,524

 
4,808

 
11,096

 
8,197

Oriented Polymers
342

 
348

 
679

 
696

Unallocated Corporate
(292
)
 
421

 
48

 
853

Subtotal
27,513

 
16,667

 
51,768

 
32,212

Amortization of loan acquisition costs
1,274

 
607

 
2,300

 
1,214

Total
$
28,787

 
$
17,274

 
$
54,068

 
$
33,426

 
 
 
 
 
 
 
 
Capital spending:
 
 
 
 
 
 
 
Americas Nonwovens
$
12,282

 
$
1,233

 
$
20,501

 
$
2,051

Europe Nonwovens
1,512

 
501

 
4,021

 
1,049

Asia Nonwovens
4,884

 
9,964

 
7,484

 
22,523

Oriented Polymers
50

 
101

 
91

 
226

Corporate
957

 
384

 
1,703

 
651

Total
$
19,685

 
$
12,183

 
$
33,800

 
$
26,500

 

28


In thousands
June 28,
2014
 
December 28,
2013
Division assets:
 
 
 
Americas Nonwovens
$
1,507,745

 
$
736,363

Europe Nonwovens
363,203

 
361,555

Asia Nonwovens
264,748

 
265,729

Oriented Polymers
27,254

 
26,441

Corporate
79,783

 
66,913

Total
$
2,242,733

 
$
1,457,001

Note 19.  Certain Relationships and Related Party Transactions
In connection with the Merger, Holdings entered into a shareholders agreement (the “Shareholders Agreement”) with Blackstone and certain members of the Company's management. The Shareholders Agreement governs certain matters relating to ownership of Holdings, including with respect to the election of directors of our parent companies, restrictions on the issuance or transfer of shares, including tag-along rights and drag-along rights, other special corporate governance provisions and registration rights (including customary indemnification provisions). As of June 28, 2014, the Board of Directors of the Company includes two Blackstone members, four outside members and the Company’s Chief Executive Officer as an employee director. Furthermore, Blackstone has the power to designate all of the members of the Board of Directors of the Company and the right to remove any or all directors, with or without cause.
Management Services Agreement
Upon the completion of the Merger, the Company became party to a management services agreement (“Management Services Agreement”) with Blackstone Management Partners V L.L.C. (“BMP”), an affiliate of Blackstone. Under the Management Services Agreement, BMP (including through its affiliates) has agreed to provide certain monitoring, advisory and consulting services for an annual non-refundable advisory fee, to be paid at the beginning of each fiscal year, equal to the greater of (i) $3.0 million or (ii) 2.0% of the Company’s consolidated EBITDA (as defined under the credit agreement governing our ABL Facility) for the immediately preceding fiscal year. The amount of such fee shall be initially paid based on the Company’s then most current estimate of the Company’s projected EBITDA amount for the fiscal year immediately preceding the date upon which the advisory fee is paid. After completion of the fiscal year to which the fee relates and following the availability of audited financial statements for such period, the parties will recalculate the amount of such fee based on the actual consolidated EBITDA for such period and the Company or BMP, as applicable, shall adjust such payment as necessary based on the recalculated amount. Since the Merger, the Company's annual advisory fee has been $3.0 million, which the Company paid at the beginning of the year. The amount is included in Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss).
In addition, in the absence of an express agreement to provide investment banking or other financial advisory services to the Company, and without regard to whether such services were provided, BMP will be entitled to receive a fee equal to 1.0% of the aggregate transaction value upon the consummation of any acquisition, divestiture, disposition, merger, consolidation, restructuring, refinancing, recapitalization, issuance of private or public debt or equity securities (including an initial public offering of equity securities), financing or similar transaction by the Company. The Company accrued $5.3 million payable to BMP related to the Providência Acquisition. This amount is included in Special charges, net in the Consolidated Statement of Operations.
Other Relationships
Blackstone and its affiliates have ownership interests in a broad range of companies. We have entered into commercial transactions in the ordinary course of our business with some of these companies, including the sale of goods and services and the purchase of goods and services.
Note 20.  Financial Guarantees and Condensed Consolidating Financial Statements
Polymer’s Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally on a senior secured basis, by each of Polymer’s 100% owned domestic subsidiaries (collectively, the “Guarantors”). As substantially all of Polymer’s operating income and cash flow is generated by its subsidiaries, 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

29


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 28, 2014 and December 28, 2013, Condensed Consolidating Statements of Comprehensive Income (Loss) for the three and six months ended June 28, 2014 and June 29, 2013, and Condensed Consolidating Statements of Cash Flows for the six months ended June 28, 2014 and June 29, 2013 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.

30



Condensed Consolidating Balance Sheet
As of June 28, 2014

In thousands
PGI
(Issuer)
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
296

 
$
121,459

 
$
89,441

 
$

 
$
211,196

Accounts receivable, net

 
46,040

 
215,618

 

 
261,658

Inventories, net
(789
)
 
49,081

 
140,694

 

 
188,986

Deferred income taxes
385

 
2,439

 
6,905

 
(2,823
)
 
6,906

Other current assets
17,342

 
12,165

 
76,467

 

 
105,974

Total current assets
17,234

 
231,184

 
529,125

 
(2,823
)
 
774,720

Property, plant and equipment, net
3,636

 
209,166

 
824,245

 

 
1,037,047

Goodwill

 
37,249

 
178,356

 

 
215,605

Intangible assets, net
39,348

 
112,771

 
24,006

 

 
176,125

Net investment in and advances to (from) subsidiaries
1,489,997

 
530,756

 
(720,955
)
 
(1,299,798
)
 

Deferred income taxes

 

 
1,977

 

 
1,977

Other noncurrent assets
291

 
8,976

 
27,992

 

 
37,259

Total assets
$
1,550,506

 
$
1,130,102

 
$
864,746

 
$
(1,302,621
)
 
$
2,242,733

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Short-term borrowings
$
719

 
$

 
$
13,351

 
$

 
$
14,070

Accounts payable and accrued liabilities
42,335

 
57,952

 
233,073

 

 
333,360

Income taxes payable
399

 
145

 
567

 

 
1,111

Deferred income taxes

 

 
1,777

 
1,148

 
2,925