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EX-23.1 - EX-23.1 - Neenah Inca15-20978_1ex23d1.htm
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EX-99.2 - EX-99.2 - Neenah Inca15-20978_1ex99d2.htm
EX-99.3 - EX-99.3 - Neenah Inca15-20978_1ex99d3.htm

Exhibit 99.1

 

FiberMark North America, Inc. and

FiberMark Red Bridge International, Ltd.

 

Combined and Consolidated Financial Statements

(With Combining Information)

And Independent Auditor’s Report

 

December 31, 2014 and 2013

 



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Index

 

 

Page

 

 

Independent Auditor’s Report

2 - 3

 

 

Combined and Consolidated Statements of Operations - Restated

4

 

 

Combined and Consolidated Statements of Comprehensive Income (Loss) - Restated

5

 

 

Combined and Consolidated Balance Sheets - Restated

6

 

 

Combined and Consolidated Statements of Cash Flows - Restated

7

 

 

Combined and Consolidated Statements of Changes in Stockholders’ Equity - Restated

8

 

 

Notes to Combined and Consolidated Financial Statements

9 - 28

 

1



 

Independent Auditor’s Report

 

To the Board of Directors

FiberMark North America, Inc. and

FiberMark Red Bridge International, Ltd.

 

We have audited the accompanying combined and consolidated financial statements of FiberMark North America, Inc. and FiberMark Red Bridge International, Ltd., which comprise the combined and consolidated balance sheets as of December 31, 2014 and 2013, and the related combined and consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for the years then ended, and the related notes to the combined and consolidated financial statements.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these combined and consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined and consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these combined and consolidated financial statements based on our audits. We did not audit the financial statements of FiberMark Red Bridge International, Ltd., as of and for the year ended December 31, 2013, which statements reflect total assets constituting 8.5% of combined total assets at December 31, 2013 and total revenues constituting 9.8% of combined total revenues for the year then ended. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for FiberMark Red Bridge International, Ltd. for 2013 is based solely upon the report of the other auditors. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined and consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined and consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the combined and consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the combined and consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined and consolidated financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

2



 

Opinion

 

In our opinion, based on our audits and the report of the other auditors for 2013, the combined and consolidated financial statements referred to above present fairly, in all material respects, the financial position of FiberMark North America, Inc. and FiberMark Red Bridge International, Ltd., as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

Restatement of Financial Statements

 

As described in Note 2 to the combined and consolidated financial statements, the previously issued combined and consolidated statements of operations, comprehensive income (loss), balance sheets, cash flows and changes in stockholders’ equity as of and for the year ended December 31, 2014 have been restated to eliminate the effects of the early adoption of Accounting Standards Updated No. 2014-02, Accounting for Goodwill for Private Companies. Our opinion is not modified with respect to that matter.

 

Hartford, Connecticut

April 2, 2015, except for the effects of the matter

discussed in Note 2, as to which the date is October 13, 2015

 

3



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2014 AND 2013

 

(In Thousands)

 

 

 

2014

 

 

 

 

 

(as restated)

 

2013

 

 

 

 

 

 

 

Net sales

 

$

164,048

 

$

165,468

 

Cost of goods sold

 

129,780

 

129,736

 

Gross profit

 

34,268

 

35,732

 

Selling, general and administrative expenses

 

26,496

 

26,389

 

Restructuring expense

 

223

 

197

 

Loss on disposal of assets

 

167

 

172

 

Income from operations

 

7,382

 

8,974

 

Foreign exchange transaction loss (gain)

 

643

 

(71

)

Other income, net

 

(312

)

(57

)

Interest expense, net of interest income of $2 and $1, respectively

 

6,353

 

6,796

 

 

 

 

 

 

 

Income before income taxes

 

698

 

2,306

 

 

 

 

 

 

 

Income taxes

 

379

 

550

 

Net income

 

319

 

1,756

 

Net loss attributable to noncontrolling interest

 

(87

)

 

Net income attributable to FiberMark

 

$

406

 

$

1,756

 

 

See Notes to Combined and Consolidated Financial Statements.

 

4



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

COMBINED AND CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME (LOSS)

YEARS ENDED DECEMBER 31, 2014 AND 2013

 

(In Thousands)

 

 

 

2014

 

 

 

 

 

(as restated)

 

2013

 

 

 

 

 

 

 

Combined net income

 

$

319

 

1,756

 

Other comprehensive (loss) income:

 

 

 

 

 

Pension liability adjustment, net of tax of $2,144 and $(2,244), respectively

 

(4,019

)

3,946

 

Currency translation adjustment

 

(410

)

124

 

Other comprehensive (loss) income

 

(4,429

)

4,070

 

Combined comprehensive (loss) income

 

(4,110

)

5,826

 

Comprehensive loss attributable to noncontrolling interest

 

(93

)

 

Comprehensive (loss) income attributable to FiberMark

 

$

(4,017

)

$

5,826

 

 

See Notes to Combined and Consolidated Financial Statements.

 

5



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

COMBINED AND CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

 

(In Thousands)

 

 

 

2014

 

 

 

 

 

(as restated)

 

2013

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

 

$

8,054

 

$

4,266

 

Accounts receivable, net of allowance of $581 and $648, respectively

 

13,327

 

13,704

 

Inventories

 

26,211

 

23,207

 

Prepaid expenses and other current assets

 

1,801

 

2,319

 

Deferred income taxes

 

2,645

 

2,420

 

Prepaid income taxes

 

491

 

 

Total current assets

 

52,529

 

45,916

 

Property, plant and equipment, net

 

45,097

 

48,121

 

Intangible assets, net

 

53,675

 

58,090

 

Goodwill

 

65,961

 

66,196

 

Deferred financing costs, net

 

2,275

 

2,936

 

Total assets

 

$

219,537

 

$

221,259

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Revolving credit line

 

$

3,000

 

$

 

Current portion of long-term debt

 

3,587

 

1,423

 

Accounts payable

 

9,284

 

8,583

 

Accrued income taxes payable

 

152

 

395

 

Accrued liabilities

 

8,104

 

7,011

 

Total current liabilities

 

24,127

 

17,412

 

Long-term liabilities:

 

 

 

 

 

Long-term debt, less current portion

 

75,938

 

80,721

 

Deferred income taxes

 

26,658

 

30,817

 

Other long-term liabilities

 

13,316

 

8,239

 

Total long-term liabilities

 

115,912

 

119,777

 

Total liabilities

 

140,039

 

137,189

 

Commitments and contingencies

 

 

 

 

 

Equity:

 

 

 

 

 

FiberMark equity:

 

 

 

 

 

Common stock

 

4,250

 

4,250

 

Additional paid-in-capital

 

89,695

 

98,914

 

Accumulated earnings (deficit)

 

1,630

 

(7,040

)

Accumulated other comprehensive loss

 

(16,477

)

(12,054

)

Total FiberMark equity

 

79,098

 

84,070

 

Noncontrolling interest

 

400

 

 

Total equity

 

79,498

 

84,070

 

Total liabilities and stockholders’ equity

 

$

219,537

 

$

221,259

 

 

See Notes to Combined and Consolidated Financial Statements.

 

6



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2014 AND 2013

 

(In Thousands)

 

 

 

2014

 

 

 

 

 

(as restated)

 

2013

 

Operating activities:

 

 

 

 

 

Net income

 

$

319

 

$

1,756

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

11,378

 

11,331

 

Share-based compensation awards expense

 

295

 

303

 

Loss on disposal of assets

 

167

 

172

 

Bad debt expense

 

32

 

88

 

Deferred income taxes

 

(2,139

)

(2,328

)

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

1,949

 

(741

)

Inventories

 

(1,105

)

(676

)

Prepaid expenses and other current assets

 

559

 

(537

)

Accounts payable

 

(4

)

1,997

 

Accrued liabilities

 

491

 

43

 

Accrued income taxes payable

 

(724

)

772

 

Other long-term liabilities

 

(1,457

)

(775

)

Restructuring costs

 

223

 

197

 

Net cash provided by operating activities

 

9,984

 

11,602

 

Investing activities:

 

 

 

 

 

Acquisition of property, plant and equipment

 

(3,193

)

(2,614

)

Net assets of acquired companies, net of cash acquired

 

(3,169

)

 

Net cash used in investing activities

 

(6,362

)

(2,614

)

Financing activities:

 

 

 

 

 

Net borrowing on revolving credit line

 

3,000

 

 

Repayments on long-term debt

 

(2,321

)

(7,856

)

Debt issuance costs

 

(113

)

(127

)

Stock repurchase

 

(1,250

)

 

Contributions by noncontrolling interest

 

493

 

 

Net cash used in financing activities

 

(191

)

(7,983

)

Effect of exchange rate changes on cash

 

357

 

(107

)

Net increase in cash

 

3,788

 

898

 

Cash, beginning of year

 

4,266

 

3,368

 

Cash, end of year

 

$

8,054

 

$

4,266

 

Supplemental cash flow information:

 

 

 

 

 

Interest paid

 

$

5,143

 

$

6,407

 

Income taxes paid

 

$

2,263

 

$

2,050

 

 

See Notes to Combined and Consolidated Financial Statements.

 

7



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

COMBINED AND CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

YEARS ENDED DECEMBER 31, 2014 AND 2013

 

(In Thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

Common

 

Common

 

 

 

 

 

Other

 

Total

 

 

 

Total

 

 

 

Stock

 

Stock

 

Additional

 

Accumulated

 

Comprehensive

 

FiberMark

 

Noncontrolling

 

Stockholders’

 

 

 

Shares

 

Amount

 

Paid-In-Capital

 

Earnings (Deficit)

 

Loss

 

Equity

 

Interest

 

Equity

 

Balance January 1, 2013

 

2,442,828

 

$

4,250

 

$

98,611

 

$

(8,796

)

$

(16,124

)

$

77,941

 

$

 

$

77,941

 

Net income

 

 

 

 

1,756

 

 

1,756

 

 

1,756

 

Pension liability adjustment, net of tax of $(2,244)

 

 

 

 

 

3,946

 

3,946

 

 

3,946

 

Currency translation adjustment

 

 

 

 

 

124

 

124

 

 

124

 

Share-based compensation awards

 

 

 

303

 

 

 

303

 

 

303

 

Balance December 31, 2013

 

2,442,828

 

4,250

 

98,914

 

(7,040

)

(12,054

)

84,070

 

 

84,070

 

Net income, as restated

 

 

 

 

406

 

 

406

 

(87

)

319

 

Pension liability adjustment, net of tax of $2,144

 

 

 

 

 

(4,019

)

(4,019

)

 

(4,019

)

Currency translation adjustment

 

 

 

 

 

(404

)

(404

)

(6

)

(410

)

Stock repurchase

 

 

 

(9,514

)

8,264

 

 

(1,250

)

 

(1,250

)

Noncontrolling interest contribution

 

 

 

 

 

 

 

493

 

493

 

Share-based compensation awards

 

 

 

295

 

 

 

295

 

 

295

 

Balance December 31, 2014, as restated

 

2,442,828

 

$

4,250

 

$

89,695

 

$

1,630

 

$

(16,477

)

$

79,098

 

$

400

 

$

79,498

 

 

See Notes to Combined and Consolidated Financial Statements.

 

8



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 1 - Nature of operations

 

FiberMark North America, Inc. and FiberMark Red Bridge International, Ltd. (collectively “FiberMark” or the “Company”) produce specialty fiber-based materials in North America and the United Kingdom (U.K.). Headquartered in West Springfield, Massachusetts, the Company currently operates seven production facilities located in the eastern region of the United States (U.S.) and one in the U.K. from which it serves its customers worldwide.

 

Pursuant to the terms of the Cooperative Agreement dated September 8, 2011, a joint venture (“JV”), was formed by and among FiberMark North America, Inc., holding 51% and CYP Specialty Paper (Shanghai) Co. Ltd. together with Paper World Co. Ltd., (CYP), holding 49%.  Subsequently, on January 17, 2012, the JV established a Hong Kong company, FiberMark CYP Co., Limited (“HK”). In 2012, the HK JV company further formed Avante, Co., Ltd (“Avante”) a wholly-foreign owned company in the People’s Republic of China for the purpose of trading and manufacturing certain agreed-upon products.  The accounts of Avante have been consolidated with FiberMark North America, Inc.  All significant intercompany balances and transactions have been eliminated in consolidation. Prior to 2014, the JV had no significant activity.

 

On August 1, 2014, the Company acquired certain assets and liabilities from Crocker Technical Papers, Inc. (“Crocker”) for a purchase price of $3.0 million (Note 20).

 

On May 1, 2014, the Company acquired certain assets and liabilities from Green Media Solutions, LLC d/b/a Converd (“Converd”) for a purchase price of $0.6 million (Note 20).

 

Note 2 - Restatement of financial statements

 

The Company had previously adopted Accounting Standards Update No. 2014-02 (“ASU 2014-02”), Accounting for Goodwill for Private Companies, on January 1, 2014. Under ASU 2014-02, the Company was amortizing goodwill over a 10 year period. The combined and consolidated financial statements for 2014 have been restated to eliminate the effects of the adoption of ASU 2014-02, which resulted in an increase in net income of approximately $6.6 million. The effects of the change on the combined and consolidated financial statements as of and for the year ended December 31, 2014 are as follows:

 

 

 

As Previously

 

 

 

 

 

 

 

Reported

 

Adjustments

 

As Restated

 

Statement of operations:

 

 

 

 

 

 

 

Goodwill amortization

 

$

6,596

 

$

(6,596

)

$

 

Net income (loss)

 

(6,277

)

6,596

 

319

 

 

 

 

 

 

 

 

 

Balance sheet:

 

 

 

 

 

 

 

Goodwill

 

59,365

 

6,596

 

65,961

 

Total assets

 

212,941

 

6,596

 

219,537

 

Accumulated earnings (deficit)

 

(4,966

)

6,596

 

1,630

 

 

 

 

 

 

 

 

 

Statement of cash flows:

 

 

 

 

 

 

 

Depreciation and amortization

 

17,974

 

(6,596

)

11,378

 

 

9



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 3 - Summary of significant accounting policies

 

Basis of accounting

 

On December 28, 2007, the Company was acquired by ASP FiberMark Holdings, LLC (the “Parent Company”), which is owned by American Securities Capital Partners, LLC, together with certain minority holders. In connection with this acquisition, the accounts of the Company have been adjusted using the push-down basis of accounting to recognize the allocation of the consideration paid to the respective net assets acquired.

 

Basis of combination and consolidation

 

The combined financial statements include FiberMark North America, Inc. and FiberMark Red Bridge International, Ltd. All significant intercompany transactions and accounts have been eliminated in combination.  FiberMark North America, Inc. includes the accounts of its 51% owned subsidiary, Avante. All significant intercompany balances and transactions have been eliminated in consolidation.

 

Foreign currency

 

The balance sheets of FiberMark Red Bridge International, Ltd. and Avante are translated at the exchange rates in effect at the balance sheet date. The revenues and expenses are translated based on the average monthly exchange rates during the year. The cumulative effect of exchange rate fluctuations is recorded as other comprehensive income (loss), a separate component of stockholders’ equity. Foreign currency transaction gains (losses) resulting from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are recorded in the combined and consolidating statements of operations.

 

Inventories

 

Inventories are valued at the lower of cost or market and include all costs directly associated with manufacturing products: materials, labor and manufacturing overhead. Cost is determined on a first-in, first-out (“FIFO”) basis.  The Company provides estimated allowances for inventory whose carrying value is in excess of net realizable value.

 

Property, plant and equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. The Company depreciates its property, plant and equipment utilizing the straight-line method over the following estimated useful lives:

 

Asset

 

Estimated Lives

 

Machinery and equipment

 

3 - 20 years

 

Buildings and improvements

 

15 - 30 years

 

 

Leasehold improvements are amortized over the shorter of the life of the improvement or the lease term. Major improvements are capitalized, while maintenance and repairs are expensed as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in operations for the period.

 

10



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 3 - Summary of significant accounting policies (continued)

 

Impairment of long-lived assets

 

The Company reviews long-lived assets for impairment whenever events or circumstances indicate the carrying value of the assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.  Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.  There were no impairment losses for the years ended December 31, 2014 or 2013.

 

Intangible assets

 

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, or whenever events or circumstances occur indicating that intangible assets might be impaired. If the carrying amount exceeds the implied fair value, an impairment loss is recognized. Amortizable intangible assets are comprised of customer relationships, technology and software and are amortized using the straight-line method over the estimated useful lives of the assets, which range from ten to fifteen years.

 

Goodwill

 

Goodwill represents the excess of the purchase price of an acquired enterprise over the fair values of the identifiable assets acquired and liabilities assumed. Goodwill and intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, or whenever events or circumstances occurred indicating that goodwill might be impaired. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized. There were no impairment losses during 2014 or 2013.

 

Deferred financing costs

 

Deferred financing costs consist of costs incurred related to obtaining and amending the revolving credit and term loan agreements.  These costs are reported net of accumulated amortization of $7.4 million and $6.7 million, at December 31, 2014 and 2013, respectively, and are being amortized on the straight-line method over the term of the related agreement. Amortization expense, which is included in interest expense, was $0.8 million and $0.7 million for the years ended December 31, 2014 and 2013, respectively.

 

Future amortization of deferred financing costs is estimated to be $0.8 million for each of the next three years ending December 31.

 

Noncontrolling interest

 

Noncontrolling interest in results of operations of a consolidated subsidiary represents the noncontrolling members’ share of the income or loss of the consolidated subsidiary. The noncontrolling interest in the balance sheets reflects the original investment by the noncontrolling members in the consolidated subsidiary, along with its proportional share of the earnings or losses of the subsidiary and distributions. The Company presents the ownership in subsidiaries by other parties for which the Company retains control as a component of equity in the balance sheets.

 

11



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 3 - Summary of significant accounting policies (continued)

 

Noncontrolling interest (concluded)

 

Furthermore, the Company shows the amount of net income or loss attributable to both the Company and the noncontrolling interest on the face of the statements of operations and comprehensive income (loss) and in the statements of changes in equity. The Company is also required to measure future transactions involving noncontrolling interest at fair value, with any gains or losses arising from those transactions reported in equity if a change in control has not occurred.

 

Research and development

 

Research and development expenditures are expensed as incurred and were $2.3 and $2.2 million for the years ended December 31, 2014 and 2013, respectively.

 

Revenue recognition

 

Revenue is recognized when the earnings process is complete and the risks and rewards of ownership have transferred to the customer, which is generally considered to have occurred upon shipment. Revenue is recorded net of sales returns, discounts and allowances.

 

Shipping and handling costs

 

Amounts billed to customers for shipping and handling costs are included in net sales. The Company’s costs relating to shipping and handling charges are included in cost of goods sold and were $3.0 and $3.1 million for the years ended December 31, 2014 and 2013, respectively.

 

Income taxes

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

The Company has no significant unrecognized tax benefits at December 31, 2014 or 2013.  The Company recognizes interest and penalties associated with uncertain tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the accompanying combined balance sheets.

 

Stock-based compensation

 

The Company records compensation expense based upon the calculated values for new awards and awards modified, repurchased, or cancelled after the adoption date. Such values are recorded over the vesting period using the straight-line method for the entire award.

 

Comprehensive income (loss)

 

Comprehensive income (loss) is a measurement of certain changes in stockholders’ equity that result from transactions and other economic events other than transactions with stockholders. The Company is required to disclose comprehensive income (loss) as a result of the pension liability adjustments and foreign currency translation adjustments, net of related taxes, and are combined with net income (loss) which results in total comprehensive income (loss).

 

12



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 3 - Summary of significant accounting policies (concluded)

 

Comprehensive income (loss) (concluded)

 

The components of accumulated other comprehensive loss as of December 31, 2014 and 2013, are as follows (in thousands):

 

 

 

2014

 

 

 

Gross

 

Tax Effect

 

Net

 

Pension liability adjustment

 

$

(17,787

)

$

6,439

 

$

(11,348

)

Foreign currency translation adjustment

 

(5,129

)

 

(5,129

)

 

 

$

(22,916

)

$

6,439

 

$

(16,477

)

 

 

 

2013

 

 

 

Gross

 

Tax Effect

 

Net

 

Pension liability adjustment

 

$

(11,584

)

$

4,255

 

$

(7,329

)

Foreign currency translation adjustment

 

(4,725

)

 

(4,725

)

 

 

$

(16,309

)

$

4,255

 

$

(12,054

)

 

Restructuring

 

The Company recognizes costs associated with exit (including restructuring) or disposal activities at fair value when the related liability is incurred, which include certain contract termination costs, certain employee termination benefits and other costs to consolidate or close facilities and relocate employees that are associated with an exit activity or disposal of long-lived assets.

 

Use of estimates

 

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

 

Subsequent events

 

The Company has evaluated events and transactions for potential recognition or disclosure through April 2, 2015, which is the date the financial statements were available to be issued.

 

Note 4 - Inventories

 

Inventories consist of the following at December 31, 2014 and 2013 (in thousands):

 

 

 

2014

 

2013

 

Raw materials

 

$

7,661

 

$

6,352

 

Work in progress

 

10,835

 

12,595

 

Finished goods

 

7,314

 

4,027

 

Finished goods on consignment

 

401

 

233

 

 

 

$

26,211

 

$

23,207

 

 

13



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 5 - Goodwill

 

The following table reconciles goodwill from the beginning of the year to the end of the year (in thousands):

 

 

 

2014

 

2013

 

Balance at beginning of year

 

$

66,196

 

$

66,123

 

Foreign currency translation adjustment

 

(235

)

73

 

Balance at end of year

 

$

65,961

 

$

66,196

 

 

Note 6 - Intangible assets

 

The following table provides the gross carrying value and accumulated amortization for each class of intangible assets at December 31, 2014 and 2013 (in thousands):

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Cost

 

Amortization

 

 

 

Useful Life

 

2014

 

2013

 

2014

 

2013

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

15 years

 

$

59,947

 

$

60,108

 

$

27,834

 

$

23,950

 

Technology

 

10 years

 

2,400

 

2,400

 

1,680

 

1,440

 

Software

 

10 years

 

300

 

300

 

210

 

180

 

 

 

 

 

 

 

 

 

 

 

 

 

Indefinite lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

 

14,944

 

15,007

 

 

 

Corporate name

 

 

5,808

 

5,845

 

 

 

 

 

 

 

$

83,399

 

$

83,660

 

$

29,724

 

$

25,570

 

 

Due to changes in foreign currency exchange rates, intangible assets decreased by $0.4 million for 2014.

 

There were no impairment losses during 2014 or 2013.

 

Amortization expense related to intangible assets was $4.2 and $4.3 million for the years ended December 31, 2014 and 2013, respectively.  The estimated amortization expense for each of the next three years ending December 31 is $4.3 million.  The estimated amortization expense in years four and five ending December 31 is $4.1 million.

 

Note 7 - Property, plant and equipment

 

Property, plant and equipment consists of the following at December 31, 2014 and 2013 (in thousands):

 

 

 

2014

 

2013

 

Land and land improvements

 

$

4,365

 

$

4,427

 

Buildings and improvements

 

14,669

 

14,376

 

Machinery and equipment

 

65,142

 

63,352

 

Construction in progress

 

2,301

 

1,801

 

 

 

86,477

 

83,956

 

Less accumulated depreciation

 

(41,380

)

(35,835

)

 

 

$

45,097

 

$

48,121

 

 

Depreciation expense was $6.3 million for the years ended December 31, 2014 and 2013.

 

14



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 8 - Debt

 

On December 28, 2007, in connection with the sale transaction, FiberMark North America, Inc. entered into a revolving credit and term loan agreement with General Electric Capital Corporation as lead lender and agent to certain other financial institutions as lender and documentation agent. The credit facility is secured by substantially all of the Company’s assets.

 

Effective December 7, 2012, the Company agreed to an amended and restated credit agreement. Terms under the $102 million facility are as follows:

 

Base Rate Index/Type

 

Margin Over Index

LIBOR

 

5.50%

LIBOR Floor

 

1.25%

Prime rate

 

4.50%

Unused line fee

 

0.50%

Agency fee

 

$75,000 annually

 

The amended and restated facility provides for a $12.0 million revolving credit facility, with advances repayable daily and matures on December 28, 2017.  The borrowing rates are determined at the Company’s discretion based on the terms of the agreement.  The outstanding balance on this facility was $3.0 million at December 31, 2014. There was no balance outstanding at December 31, 2013.

 

Long-term debt is summarized as follows at December 31, 2014 and 2013 (in thousands):

 

 

 

2014

 

2013

 

Term loan - Optional interest rate at LIBOR plus applicable margin (6.75% as of December 31, 2014 and 2013), payable quarterly or monthly, or prime plus applicable margin (7.75% as of December 31, 2014 and 2013), payable monthly, due December 28, 2017.

 

$

79,525

 

$

82,144

 

Less current portion

 

3,587

 

1,423

 

Long-term portion

 

$

75,938

 

$

80,721

 

 

The aggregate scheduled maturities of long-term debt are as follows (in thousands):

 

2015

 

$

3,587

 

2016

 

6,750

 

2017

 

69,188

 

 

 

$

79,525

 

 

The credit facility is subject to quarterly covenants, which among other things, requires the Company to maintain certain financial ratios.  The company was in default on the leverage covenant at the December 31, 2014 reporting period. Subsequently, the Company entered into a waiver and amendment agreement with the lenders on March 21, 2015. The amendment included a revision of the leverage covenants.

 

15



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 9 - Accrued liabilities

 

Accrued liabilities at December 31, 2014 and 2013 consisted of (in thousands):

 

 

 

2014

 

2013

 

Salaries and related benefits

 

$

3,385

 

$

3,560

 

Other

 

1,732

 

726

 

Utilities

 

833

 

506

 

Professional fees

 

659

 

909

 

Interest

 

561

 

123

 

Restructuring

 

369

 

363

 

Commissions

 

300

 

382

 

Volume rebates

 

265

 

442

 

 

 

$

8,104

 

$

7,011

 

 

Note 10 - Stockholders’ equity

 

Stockholders’ equity at December 31, 2014 and 2013 consisted of:

 

 

 

 

 

 

 

Shares Issued

 

 

 

 

 

Shares

 

and

 

 

 

Par value

 

Authorized

 

Outstanding

 

FiberMark North America, Inc.

 

$

0.001

 

1,000

 

1,000

 

FiberMark Red Bridge International, Ltd.

 

$

1.740

 

2,441,828

 

2,441,828

 

 

Note 11 - Leases

 

The Company leases its Reading, Pennsylvania, manufacturing facility under an agreement that expires in June 2017. The lease requires scheduled monthly payments as defined in the agreement, ranging from $37,000 to $44,000.

 

The Company leases warehouse space in Watertown, New York, under an agreement that expired in March 2009. The lease required monthly payments of approximately $2,500, and included an escalation clause. The Company has been paying on a month-to-month basis since the expiration of the lease agreement.

 

The Company leases showroom space in New York, New York, under an agreement that expires in August 2017. The lease requires fixed monthly payments of approximately $4,000.

 

The Company leases its West Springfield, Massachusetts, manufacturing facility under an agreement that expires in May 2017. The lease requires monthly payments of $25,000, and includes an escalation clause.  In 2011, the Company ceased operations at this site and recorded a restructuring charge of $3.2 million related to this lease.  At December 31, 2014, the balance of the restructuring liability was $0.9 million.

 

The Company leases its Canton, Ohio, manufacturing facility under an agreement that expires in January 2016.  The lease requires monthly payments of approximately $5,500.

 

The Company leases its Fitchburg, Massachusetts, manufacturing facility under an agreement that expires in July 2015.  The lease requires fixed monthly payments of $12,500.

 

The Company also leases various equipment at all sites with terms expiring at various times through 2020.

 

Rental expense was $1.3 million for the years ended December 31, 2014 and 2013.

 

16



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 11 - Leases (concluded)

 

At December 31, 2014, obligations to make future minimum lease payments under these leases are as follows (in thousands):

 

2015

 

$

1,383

 

2016

 

1,192

 

2017

 

694

 

2018

 

164

 

2019

 

98

 

Thereafter

 

30

 

 

 

$

3,561

 

 

Note 12 - Income taxes

 

The components of income tax expense (benefit) for the years ended December 31, 2014 and 2013 are as follows (in thousands):

 

 

 

2014

 

2013

 

Current:

 

 

 

 

 

Federal

 

$

1,795

 

$

2,347

 

State

 

29

 

365

 

Foreign

 

240

 

130

 

 

 

2,064

 

2,842

 

 

 

 

 

 

 

Deferred:

 

 

 

 

 

Federal

 

(1,487

)

(2,060

)

State

 

(45

)

(216

)

Foreign

 

(153

)

(16

)

 

 

(1,685

)

(2,292

)

 

 

$

379

 

$

550

 

 

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2014 and 2013 are presented below (in thousands):

 

 

 

December 31, 2014

 

 

 

Deferred Tax

 

Deferred Tax

 

 

 

Assets

 

Liabilities

 

Accounts receivable

 

$

202

 

$

 

Inventories

 

1,499

 

 

Property, plant and equipment

 

 

(9,954

)

Payroll related accruals

 

5,652

 

 

Intangible assets

 

 

(22,571

)

Miscellaneous reserves

 

206

 

 

State net operating losses

 

1,992

 

 

State tax credits

 

751

 

 

Gross deferred taxes

 

10,302

 

(32,525

)

Valuation allowance

 

(1,790

)

 

Net deferred taxes

 

$

8,512

 

$

(32,525

)

 

17



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 12 - Income taxes (concluded)

 

 

 

December 31, 2013

 

 

 

Deferred Tax

 

Deferred Tax

 

 

 

Assets

 

Liabilities

 

Accounts receivable

 

$

235

 

$

 

Inventories

 

1,316

 

 

Property, plant and equipment

 

 

(11,026

)

Payroll related accruals

 

3,422

 

 

Intangible assets

 

 

(24,220

)

Miscellaneous reserves

 

178

 

 

State net operating losses

 

3,251

 

 

State tax credits

 

1,391

 

 

Gross deferred taxes

 

9,793

 

(35,246

)

Valuation allowance

 

(2,944

)

 

Net deferred taxes

 

$

6,849

 

$

(35,246

)

 

The Company records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Temporary differences relating to certain assets and liabilities are expected to reverse in the allowable carryforward period for net operating losses. The valuation allowance decreased by $1.2 million in 2014.

 

The significant items causing the effective tax rate to be different from the U.S. statutory rate of 35% were changes in valuation allowances, effective state income tax rates, effective tax rates from other jurisdictions, income tax credits and deductions and expenses that are not deductible for tax purposes.

 

At December 31, 2014, for state income tax purposes, the Company had $3.1 million of net operating loss carryforwards and $1.2 million of state tax credits available to offset future state taxable income. The state net operating loss carryforwards and tax credits expire at various times through 2030.

 

The Company files income tax returns in the U.S. Federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years before 2011 for Federal income taxes, 2010 for state and local income taxes and 2011 for foreign income taxes.

 

18



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 13 - Restructuring

 

In 2014, 2013, 2010, and 2009, in response to a weakening economy, management committed to a performance improvement plan that included a company-wide workforce reduction, elimination of certain product lines and a re-alignment of work flows at and between locations.

 

The following is a reconciliation of the beginning and ending balances of the restructuring liability (in thousands):

 

 

 

December 31,

 

 

 

2014 Charges

 

December 31,

 

 

 

2013

 

2014 Provision

 

and Expenditures

 

2014

 

Severance

 

$

 

$

157

 

$

(157

)

$

 

Benefits

 

 

33

 

(33

)

 

Other costs

 

1,194

 

33

 

(369

)

858

 

 

 

$

1,194

 

$

223

 

$

(559

)

$

858

 

 

 

 

December 31,

 

 

 

2013 Charges

 

December 31,

 

 

 

2012

 

2013 Provision

 

and Expenditures

 

2013

 

Severance

 

$

 

$

184

 

$

(184

)

$

 

Benefits

 

 

35

 

(35

)

 

Other costs

 

1,579

 

(22

)

(363

)

1,194

 

 

 

$

1,579

 

$

197

 

$

(582

)

$

1,194

 

 

Note 14 - Employee benefit plans

 

Multi-employer plan

 

The hourly employees at the Lowville, New York, facility are covered by a multi-employer defined benefit plan.  The Company’s expense under this plan was $0.1 million for each of the years ended December 31, 2014 and 2013.

 

The Company contributes to a multi-employer pension plan under a collective bargaining agreement which provide retirement benefits for its various union employees.  The risks of participating in multi-employer plans are different from single employer plans as assets contributed are available to provide benefits to employees of other employers and unfunded obligations from an employer that discontinues contributions are the responsibility of all remaining employers. In addition, in the event of a plan’s termination or the Company’s withdrawal from a plan, the Company may be liable for a portion of the plan’s unfunded vested benefits. The Company does not anticipate withdrawal from the plans, nor is the Company aware of any expected plan terminations.

 

19



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 14 - Employee benefit plans (continued)

 

Multi-employer plan (concluded)

 

The Company’s contributions to these plans were less than 5% of each such plan’s total contributions.  Unless otherwise noted, the most recent Pension Protection Act zone status available in 2014 and 2013 is for the plan’s year-end at December 31, 2014 and 2013, respectively. The zone status is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded.  The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. Information for significant multi-employer pension plans in which the Company participates is included in the table below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expiration

 

 

 

 

 

Pension

 

Pension

 

FIP/RP

 

 

 

 

 

 

 

Date of

 

 

 

 

 

Zone

 

Zone

 

Status

 

 

 

 

 

 

 

Collective

 

Pension

 

EIN/Pension

 

Status

 

Status

 

Pending or

 

Contributions

 

Contributions

 

Surcharge

 

Bargaining

 

Fund

 

Plan Number

 

2013

 

2014

 

Implemented

 

2014

 

2013

 

Imposed

 

Agreement

 

PACE Industry Union Management Pension Fund

 

11-6166763

 

Yellow

 

Yellow

 

Implemented

 

$0.1 million

 

$0.1 million

 

Yes

 

11/9/16

 

 

Defined contribution plans

 

The Company has several qualified defined contribution plans covering certain hourly and salaried employees.  The plans permit employee salary deferrals up to 75% of salary, with the Company match ranging from 0% to 3%, depending on the plan and the level of employee deferral.  For each of the years ended December 31, 2014 and 2013, employer contributions to the defined contribution plans were $0.5 million.

 

Defined benefit plans

 

The Company sponsored a qualified defined benefit plan covering certain U.S. employees. This plan became fully frozen during 2009 and plan assets are invested principally in equity, government, corporate debt securities and other fixed income mutual funds. The Company annually contributes to the U.S. plan at least the minimum amount as required by the Employee Retirement Income Security Act of 1974 (“ERISA”).

 

As part of the Crocker acquisition in 2014 (Note 19), the Company assumed the liability of the Crocker pension plan. This plan was frozen and merged into the Company’s U.S. Plan during 2014.

 

The Company sponsors a defined benefit plan covering all U.K. employees, which is designed to provide a monthly pension upon retirement.  This plan became fully frozen during 2011 and plan assets are primarily invested in equity mutual funds.

 

20



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 14 - Employee benefit plans (continued)

 

The following tables set forth the pension benefit obligation and the value of plan assets at December 31, 2014 and 2013 (in thousands):

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Accumulated benefit obligation at end of year

 

$

51,493

 

$

43,034

 

 

 

 

 

 

 

Projected benefit obligation, beginning of year

 

$

43,034

 

$

46,166

 

Service cost

 

28

 

 

Interest cost

 

1,997

 

1,775

 

Actuarial loss (gain)

 

6,948

 

(3,143

)

Benefits paid

 

(1,868

)

(1,968

)

Acquisition

 

1,974

 

 

Foreign currency impact

 

(620

)

204

 

Projected benefit obligation, end of year

 

51,493

 

43,034

 

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Fair value of plan assets, beginning of year

 

$

35,780

 

$

31,975

 

Return on plan assets

 

2,915

 

4,773

 

Employer contributions

 

1,370

 

790

 

Benefits paid

 

(1,868

)

(1,968

)

Acquisition

 

1,194

 

 

Foreign currency impact

 

(546

)

210

 

Fair value of plan assets, end of year

 

38,845

 

35,780

 

 

 

 

 

 

 

Funded status included in other long-term liabilities

 

$

12,648

 

$

7,254

 

 

The benefit obligation at December 31, 2014 and 2013 included $10.0 million and $9.6 million, respectively, associated with the U.K. sponsored plan. In addition, at December 31, 2014 and 2013, the fair value of plan assets included $8.7 million $8.8 million, respectively, associated with the U.K. plan.

 

At December 31, 2014 and 2013, the following amounts were recognized in the combined balance sheets and in accumulated other comprehensive loss (in thousands):

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Total amount recognized in other long-term liabilities

 

$

12,648

 

$

7,254

 

 

 

 

 

 

 

Net actuarial loss recognized in accumulated other comprehensive loss

 

$

17,787

 

$

11,584

 

 

At December 31, 2014, $0.6 million of net actuarial loss will, through amortization, be recognized as a component of net periodic pension cost in 2015.

 

21



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 14 - Employee benefit plans (continued)

 

Net periodic pension expense included the following components for the years ended December 31, 2014 and 2013 (in thousands):

 

 

 

2014

 

2013

 

Interest cost

 

$

1,997

 

$

1,775

 

Service cost

 

28

 

 

Expected return on plan assets

 

(2,646

)

(2,298

)

Net amortization and deferral:

 

 

 

 

 

Unrecognized loss

 

365

 

579

 

Net periodic pension expense / (income)

 

$

(256

)

$

56

 

 

Reconciliation of items not yet reflected in net periodic benefit cost is as follows for the year ended December 31, 2014:

 

 

 

 

 

Reclassified as

 

 

 

 

 

 

 

 

 

a Component

 

Amounts

 

 

 

 

 

January 1,

 

of Net Periodic

 

Arising During

 

December 31,

 

 

 

2014

 

Benefit Cost

 

Period

 

2014

 

Net (gain) or loss

 

$

11,584

 

$

(365

)

$

6,568

 

$

17,787

 

 

Reconciliation of items not yet reflected in net periodic benefit cost is as follows for the year ended December 31, 2013:

 

 

 

 

 

Reclassified as

 

 

 

 

 

 

 

 

 

a Component

 

Amounts

 

 

 

 

 

January 1,

 

of Net Periodic

 

Arising During

 

December 31,

 

 

 

2013

 

Benefit Cost

 

Period

 

2013

 

Net (gain) or loss

 

$

17,774

 

$

(579

)

$

(5,611

)

$

11,584

 

 

The weighted-average discount rates used in determining the actuarial present value of the projected benefit obligations for the periods ended December 31, 2014 and 2013 are as follows:

 

 

 

2014

 

2013

 

 

 

U.S.

 

U.K.

 

U.S.

 

U.K.

 

Weighted-average discount rate

 

3.85

%

3.80

%

4.70

%

4.60

%

 

The weighted-average actuarial assumptions used to calculate the net periodic pension expense, for the periods ended December 31, 2014 and 2013:

 

 

 

2014

 

2013

 

 

 

U.S.

 

U.K.

 

U.S.

 

U.K.

 

Weighted-average discount rate

 

4.70

%

4.60

%

3.85

%

4.50

%

Expected long-term rate of return on plan assets

 

8.00

%

7.00

%

8.00

%

6.50

%

 

22



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 14 - Employee benefit plans (continued)

 

The investment policy for assets of the U.S. plan is based on ERISA standards for prudent investing. The Company seeks to maximize return while limiting risk. This is achieved through a balanced portfolio of equity, fixed-income and indexed mutual funds and cash equivalents. Within each class, a diversified mix of individual domestic and international securities as well as intermediate and long-term bonds is selected. Equity allocations are targeted between 55% and 75% of the portfolio, with the remainder in fixed-income investments and cash equivalents. Asset performance is reviewed at least every quarter and benchmarked against the appropriate blended index. The Company’s U.S. target allocation for 2015 and actual plan asset allocation at December 31, 2014 are as follows:

 

Category

 

2015 Target

 

December 31, 2014

 

Equities

 

60

%

59

%

Fixed income

 

40

%

40

%

Cash

 

0

%

1

%

 

The Company has examined the historic benchmarks for returns in each asset class in the portfolio, and based on the target asset mix, has developed a weighted-average expected return for the portfolio as a whole, taking into consideration forecasts of long-term expected inflation rates.

 

The directors of the U.K. plan set the investment policy for assets of the plan after taking into consideration actuarial and investment-advisor advice.  The Company’s U.K. target allocation for 2015 and actual plan asset allocation at December 31, 2014 are as follows:

 

Category

 

2015 Target

 

December 31, 2014

 

Equities

 

90

%

89

%

Fixed income

 

10

%

10

%

Cash

 

0

%

1

%

 

The investment policy is periodically reviewed by the Company and a designated third-party fiduciary for investment matters. The policy is established and administered in a manner that complies at all times with applicable government regulations.

 

The fair values of the Company’s pension plan assets by asset category are as follows, at December 31, 2014 and 2013 (in thousands):

 

 

 

2014

 

2013

 

 

 

Quoted Prices

 

Quoted Prices

 

 

 

in Active

 

in Active

 

 

 

Markets

 

Markets

 

 

 

(Level 1)

 

(Level 1)

 

Cash

 

$

219

 

$

294

 

Equity mutual funds

 

25,529

 

24,903

 

Fixed income mutual funds

 

13,097

 

10,583

 

 

 

$

38,845

 

$

35,780

 

 

23



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 14 - Employee benefit plans (concluded)

 

Detail of the pension plan assets at December 31, 2014 and 2013 are as follows (in thousands):

 

 

 

2014

 

2013

 

Cash

 

$

219

 

$

294

 

Domestic equity mutual funds

 

13,869

 

12,927

 

International equity mutual funds

 

11,660

 

11,973

 

Domestic fixed income mutual funds

 

12,188

 

9,793

 

International fixed income mutual funds

 

909

 

793

 

 

 

$

38,845

 

$

35,780

 

 

For the periods ended December 31, 2014 and 2013, the application of valuation techniques applied to similar assets has been consistent. The fair value of investment securities is the market value based on quoted market prices.

 

The estimated employer contributions during fiscal year 2015 are $0.7 million and $0.1 million for the U.S. and U.K. pension plans, respectively.  The following benefit payments which reflect expected future service, as appropriate, are expected to be paid (in thousands):

 

 

 

U.S.

 

U.K.

 

2015

 

$

1,803

 

$

150

 

2016

 

1,872

 

155

 

2017

 

1,922

 

160

 

2018

 

1,983

 

166

 

2019

 

2,044

 

171

 

2020 — 2024

 

11,065

 

925

 

 

Note 15 - Share-based compensation

 

Profits interest

 

The Parent Company of FiberMark North America, Inc., and FiberMark Red Bridge International, Ltd. created a profits interest plan, which authorized the grant of up to 100,000 profits interests to selected officers and employees of the Company. Although profits interest holders are entitled to profits in the Parent Company, the holders are officers or employees of the Company, and the related compensation expense is required to be recorded on the Company’s financial statements. Profits interests are settled in shares of the Parent Company.  Grants generally become vested at the end of the seventh year after the date of grant and do not expire, even upon termination of employment. The profits interest plan provides for acceleration of vesting based on certain criteria as defined in the plan including a change in control.

 

The value of the profits interest was equal to the fair market value on the date granted. The value of each profits interest award was estimated at the date of grant using the Black-Scholes valuation model, which utilizes the following assumptions for 2014 and 2013:

 

24



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 15 - Share-based compensation (continued)

 

Profits interest (continued)

 

 

 

2014

 

2013

 

Expected volatility

 

30.00

%

43.91

%

Expected dividend

 

0.00

%

0.00

%

Expected term (in years)

 

7.00

 

7.00

 

Risk-free rate

 

2.25

%

3.41

%

Estimated forfeiture rate

 

12.00

%

11.00

%

 

The expected term assumption reflects the period for which the Company believes the profits interests will remain outstanding. This assumption is based upon the expected behavior of the Company’s employees, and may vary based on the behavior of different groups of employees. The Company has elected to use the calculated-value method to account for the profit interests granted.

 

A nonpublic entity that is unable to estimate the expected volatility of the price of its underlying share may measure awards based on a calculated value, which substitutes the volatility of an appropriate index for the volatility of the entity’s own share price. Currently, there is no active market for the Company’s common shares. To determine the volatility assumption used in the calculation, the Company used the historical closing values of an appropriate industry sector that is representative of the nature of the Company’s operations as well as its market capitalization size (small cap paper and U.S. paper index). The risk-free rate reflects the U.S. Treasury yield curve for a similar expected-life instrument in effect at the time of the grant. Profits interests were discounted by an appropriate factor to reflect potential forfeitures due to possible termination of employment prior to the profits interest becoming vested.

 

The weighted-average calculated grant date fair-value per unit granted during the years ended December 31, 2014 and 2013 was $21.33 and $30.42, respectively. No units were exercised during the years ended December 31, 2014 and 2013. The Company recognized approximately $0.3 million of compensation expense for each of the years ended December 31, 2014 and 2013.

 

The following table sets forth the profits interest activity for the years ended December 31, 2014 and 2013:

 

 

 

 

 

Weighted

 

 

 

 

 

Average

 

 

 

Number of Profits

 

Grant Date

 

Profits Interests

 

Interests

 

Stock Price

 

Outstanding at December 31, 2012

 

81,000

 

$

83.07

 

Granted

 

2,800

 

60.24

 

Forfeited and cancelled

 

6,500

 

76.62

 

 

 

 

 

 

 

Outstanding at December 31, 2013

 

77,300

 

$

82.79

 

Granted

 

11,500

 

58.60

 

Forfeited and cancelled

 

7,250

 

80.15

 

 

 

 

 

 

 

Outstanding at December 31, 2014

 

81,550

 

$

79.61

 

 

25



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 15 - Share-based compensation (concluded)

 

Profits interest (concluded)

 

The 81,550 and 77,300 outstanding profits interests as of December 31, 2014 and 2013, respectively, were nonvested. As of December 31, 2014 and 2013, there was approximately $0.6 million and $0.8 million, respectively, of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plan. That cost is expected to be recognized over a weighted-average period of approximately 2.37 years.

 

Note 16 - Concentrations

 

Concentrations of credit risk

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and trade receivables.  The Company maintains its cash with high-credit quality financial institutions.  At times, such amounts may exceed Federally insured limits.  At December 31, 2014, the Company had cash balances that exceeded Federally insured limits of $7.6 million.  Concentrations of credit risk with respect to trade accounts receivable are mitigated by the large number of customers comprising the Company’s customer base, their dispersion across different geographic areas, and generally short payment terms. In addition, the Company closely monitors the extension of credit to its customers while maintaining allowances for potential credit losses. The Company evaluates its trade accounts receivable and establishes an allowance for doubtful accounts, based on a history of past write-offs and collections and current credit considerations.

 

The following tables set forth total assets and net assets by geographic area at December 31, 2014 and 2013 (in thousands):

 

 

 

2014

 

2013

 

 

 

Total Assets

 

Net Assets

 

Total Assets

 

Net Assets

 

U.S.

 

$

201,748

 

$

67,482

 

$

209,726

 

$

77,800

 

U.K.

 

17,763

 

5,638

 

19,474

 

6,528

 

Elimination

 

(7,061

)

(218

)

(7,941

)

(258

)

 

 

$

212,450

 

$

72,902

 

$

221,259

 

$

84,070

 

 

Collective bargaining agreement

 

In the U.S. and the U.K., approximately 71% of the Company’s hourly employees are union members. The Company’s union employees are covered under various collective bargaining agreements, which expire at various times between 2015 through 2017.  The agreement at Reading, Pennsylvania expires in September 2015 and the agreement at Brattleboro, Vermont expires in August 2015.  The agreement at Lowville, New York expired in November 2016.  The agreement at Fitchburg, Massachusetts expires in August 2017.  The agreement at Bolton, England expires in May 2015. The employees covered under agreements that expire in 2015 represent approximately 38% of all hourly employees in the Company.

 

26



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 16 — Concentrations (concluded)

 

Major supplier

 

The Company has a long-standing relationship with DuPont, a supplier of Tyvek®, and has never experienced a significant disruption in supply.  Although the Company is an approved DuPont converter and believes that it has a good relationship with DuPont, there can be no assurance that it will be able to continuously purchase adequate supplies of Tyvek®.  Any material interruption in the supply of Tyvek® could have a material adverse effect on the financial condition or results of operations of the Company.

 

Major customers

 

During the years ended December 31, 2014 and 2013, sales to the Company’s largest customers exceeded 10% of total sales.  Sales to the top two customers in 2014 were 10.7% and 10.5%, respectively.  The combination of a few large customers during 2014 has now made this combined Company the largest customer.  During 2013, the top customer was 11% of total sales. Accounts receivable from these customers were approximately 20% of total accounts receivable at December 31, 2014.  Accounts receivable for the 2013 top customer was 2% of account receivable at December 31, 2013.

 

Note 17 - Transactions with related parties

 

During the periods ended December 31, 2014 and 2013, the Company engaged in certain related- party transactions with the majority owner of the Parent Company.  Management and financial advisory consulting fees of $0.5 million were paid in the years ended December 31, 2014 and 2013.

 

Note 18 - Commitments and contingencies

 

The Company operates and invests in manufacturing and converting activities that adhere to environmental laws and regulations. Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Recoveries from third parties that are likely to be realized, if any, are separately recorded, and are not offset against the related liability. The Company spent $0.8 million in 2014 and 2013 for environmental purposes.

 

For years ended December 31, 2014 and 2013, the Company had outstanding $2.3 million and $1.9 million, respectively, in letters of credit, which reduce the Company’s available credit facilities.

 

The Company is subject from time to time to legal proceedings arising in connection with its business. It is management’s opinion that the ultimate resolution of such matters will not have a material adverse effect on the financial position of the Company.

 

Note 19 - Fair value of financial instruments

 

The Company’s material financial instruments at December 31, 2014 and 2013 for which disclosure of estimated fair value is required by certain accounting standards consisted of cash, accounts receivable, accounts payable, accrued expenses and long-term debt.  The fair values of cash, accounts receivable, accounts payable and accrued expenses are equal to their carrying value because of their liquidity and short-term nature.  Based on borrowing rates currently available to the Company for similar debt instruments, the fair value of the long-term debt approximates its carrying value.

 

27



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

 

Note 20 - Acquisitions

 

During 2014, the Company acquired certain assets and assumed certain liabilities of Crocker and Converd for an aggregate purchase price of $3.6 million. These acquisitions are expected to create opportunities to expand its product offerings and customer base. Included in selling, general and administrative expenses during 2014 are acquisition related costs of $0.1 million. The following table summarizes the assets acquired and liabilities assumed.

 

 

 

Crocker

 

Converd

 

Total

 

Cash

 

$

452

 

$

 

$

452

 

Accounts receivable

 

1,679

 

87

 

1,766

 

Inventory

 

1,581

 

504

 

2,085

 

Prepaid & other current assets

 

58

 

 

58

 

Property and equipment

 

400

 

71

 

471

 

Deferred tax asset

 

298

 

 

298

 

Intangible asset — Trademark

 

 

119

 

119

 

Accounts payable

 

(623

)

(135

)

(758

)

Accrued liabilities

 

(71

)

 

(71

)

Deferred taxes & other long term liabilities

 

(19

)

 

(19

)

Pension liability

 

(780

)

 

(780

)

Total

 

$

2,975

 

$

646

 

$

3,621

 

 

28