Quarterly Report (10-q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 28, 2013

o	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: 1-32266

POLYPORE INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		43-2049334
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

11430 North Community House Road, Suite 350 Charlotte, North Carolina		28277
(Address of Principal Executive Offices)		(Zip Code)

(704) 587-8409

(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. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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). x Yes o 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.

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

There were 44,889,791 shares of the registrant’s common stock outstanding as of October 25, 2013.

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Polypore International, Inc.

Index to Quarterly Report on Form 10-Q

For the Quarterly Period Ended September 28, 2013

		Page

PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	31

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 6.	Exhibits	32

SIGNATURES		33

In this Quarterly Report on Form 10-Q, the words “Polypore International,” “Company,” “we,” “us” and “our” refer to Polypore International, Inc. together with its subsidiaries, unless the context indicates otherwise.

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Forward-looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements, including, in particular, the statements about Polypore International’s plans, objectives, strategies and prospects regarding, among other things, the financial condition, results of operations and business of Polypore International and its subsidiaries. We have identified some of these forward-looking statements with words like “believe,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate” or “continue” and other words and terms of similar meaning. These forward-looking statements may be contained under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or “Controls and Procedures,” the Company’s financial statements or the notes thereto or elsewhere in this Quarterly Report on Form 10-Q.

These forward-looking statements are based on current expectations about future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Many factors mentioned in our discussion in this Quarterly Report on Form 10-Q, including the risks outlined under the caption entitled “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 29, 2012, will be important in determining future results. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including with respect to Polypore International, the following, among other things:

· the highly competitive nature of the markets in which we sell our products;

· the failure to continue to develop innovative products;

· the loss of our customers;

· the vertical integration by our customers of the production of our products into their own manufacturing process;

· increases in prices for raw materials or the loss of key supplier contracts;

· our substantial indebtedness;

· interest rate risk related to our variable rate indebtedness;

· our inability to generate cash;

· restrictions related to the senior secured credit agreement;

· employee slowdowns, strikes or similar actions;

· product liability claims exposure;

· risks in connection with our operations outside the United States, including compliance with applicable anti-corruption laws;

· the incurrence of substantial costs to comply with, or as a result of violations of, or liabilities under environmental laws;

· the failure to protect our intellectual property;

· the loss of senior management;

· the incurrence of additional debt, contingent liabilities and expenses in connection with future acquisitions;

· the failure to effectively integrate newly acquired operations;

· lithium market demand not materializing as anticipated;

· the absence of expected returns from the intangible assets we have recorded;

· the adverse impact from legal proceedings on our financial condition; and

· natural disasters, epidemics, terrorist acts and other events beyond our control.

Because our actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements, we cannot give any assurance that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on Polypore International’s results of operations and financial condition. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We do not undertake any obligation to update these forward-looking statements to reflect new information, future events or otherwise, except as may be required under federal securities laws.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Polypore International, Inc.

Condensed consolidated balance sheets

	September 28, 2013
(in thousands, except share data)	(unaudited)			December 29, 2012*
Assets
Current assets:
Cash and cash equivalents	$	26,913		$	44,873
Accounts receivable, net	103,676			122,056
Inventories	113,272			115,462
Deferred income taxes	21,670			21,671
Prepaid and other	12,295			22,769
Assets held for sale	91,228			92,261
Total current assets	369,054			419,092
Property, plant and equipment, net	596,595			607,466
Goodwill	444,512			444,512
Intangibles and loan acquisition costs, net	97,015			107,006
Other	7,645			7,996
Total assets	$	1,514,821		$	1,586,072

Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	23,372		$	30,083
Accrued liabilities	54,941			44,039
Income taxes payable	970			1,603
Current portion of debt	16,875			50,000
Liabilities related to assets held for sale	20,608			19,576
Total current liabilities	116,766			145,301
Debt, less current portion	629,375			646,250
Pension obligations, less current portion	108,735			103,491
Deferred income taxes	81,366			84,719
Other	23,800			23,474
Commitments and contingencies

Shareholders’ equity:
Preferred stock — 15,000,000 shares authorized, no shares issued and outstanding	—			—
Common stock, $.01 par value — 200,000,000 shares authorized; 46,896,541 issued and 44,888,280 outstanding at September 28, 2013 and 46,627,064 issued and outstanding at December 29, 2012	469			466
Paid-in capital	561,426			545,196
Retained earnings	87,248			55,768
Accumulated other comprehensive loss	(19,573		)	(22,353		)
Treasury stock, at cost — 2,008,261 shares at September 28, 2013 and no shares at December 29, 2012	(80,668		)	—
Total Polypore shareholders’ equity	548,902			579,077
Noncontrolling interest	5,877			3,760
Total shareholders’ equity	554,779			582,837
Total liabilities and shareholders’ equity	$	1,514,821		$	1,586,072

* Derived from audited consolidated financial statements

See notes to condensed consolidated financial statements

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Polypore International, Inc .

Condensed consolidated statements of income

(unaudited)

	Three Months Ended					Nine Months Ended
(in thousands, except per share data)	September 28, 2013			September 29, 2012		September 28, 2013		September 29, 2012
Net sales	$	152,020		$	161,353	$	466,858	$	486,563
Cost of goods sold	104,389			105,603		309,606		299,296
Gross profit	47,631			55,750		157,252		187,267
Selling, general and administrative expenses	33,260			28,918		96,390		93,536
Operating income	14,371			26,832		60,862		93,731
Other (income) expense:
Interest expense, net	9,919			9,478		29,631		26,438
Foreign currency and other	841			496		1,543		(747		)
Write-off of loan acquisition costs associated with refinancing of senior credit agreement	—			—		—		2,478
	10,760			9,974		31,174		28,169
Income from continuing operations before income taxes	3,611			16,858		29,688		65,562
Income taxes	(894		)	4,425		7,030		19,643
Income from continuing operations	4,505			12,433		22,658		45,919
Income from discontinued operations, net of income taxes	2,514			1,799		8,822		7,567
Net income	$	7,019		$	14,232	$	31,480	$	53,486

Net income per share — basic:
Continuing operations	$	0.10		$	0.27	$	0.50	$	0.99
Discontinued operations	0.06			0.04		0.19		0.16
Net income per share	$	0.16		$	0.31	$	0.69	$	1.15

Net income per share — diluted:
Continuing operations	$	0.10		$	0.26	$	0.49	$	0.97
Discontinued operations	0.05			0.04		0.19		0.16
Net income per share	$	0.15		$	0.30	$	0.68	$	1.13

Weighted average shares outstanding — basic	44,748,071			46,550,852		45,877,092		46,527,292
Weighted average shares outstanding — diluted	45,386,263			47,211,245		46,526,755		47,211,168

See notes to condensed consolidated financial statements

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Polypore International, Inc.

Condensed consolidated statements of comprehensive income

(unaudited)

	Three Months Ended						Nine Months Ended
(in thousands)	September 28, 2013			September 29, 2012			September 28, 2013			September 29, 2012
Net income	$	7,019		$	14,232		$	31,480		$	53,486
Other comprehensive income (loss):
Foreign currency translation adjustment	8,609			8,970			2,776			2,119
Change in net actuarial loss and prior service credit	(712		)	(272		)	(73		)	33
Income taxes related to other comprehensive income (loss)	(415		)	(438		)	77			172
Other comprehensive income	7,482			8,260			2,780			2,324
Comprehensive income	$	14,501		$	22,492		$	34,260		$	55,810

See notes to condensed consolidated financial statements

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Polypore International, Inc.

Condensed consolidated statements of cash flows

(unaudited)

	Nine Months Ended
(in thousands)	September 28, 2013			September 29, 2012
Operating activities:
Net income	$	31,480		$	53,486
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	34,350			30,972
Amortization expense	8,892			10,386
Amortization of loan acquisition costs	1,855			1,852
Stock-based compensation	14,194			12,346
Loss on disposal of property, plant and equipment	948			937
Foreign currency loss	1,076			389
Deferred income taxes	(3,201		)	9,984
Write-off of loan acquisition costs associated with refinancing of senior credit agreement	—			2,478
Changes in operating assets and liabilities:
Accounts receivable	18,154			5,419
Inventories	1,867			(27,620		)
Prepaid and other current assets	10,672			2,535
Accounts payable and accrued liabilities	4,839			(9,635		)
Income taxes payable	(446		)	(7,702		)
Other, net	2,332			770
Net cash provided by operating activities	127,012			86,597
Investing activities:
Purchases of property, plant and equipment, net	(19,778		)	(123,682		)
Net cash used in investing activities	(19,778		)	(123,682		)
Financing activities:
Principal payments on debt	(15,000		)	(4,674		)
Payments on revolving credit facility	(89,200		)	—
Proceeds from revolving credit facility	54,200			—
Proceeds from stock option exercises	2,039			635
Repurchases of common stock	(80,668		)	—
Noncontrolling interest	1,971			(300		)
Proceeds from new senior credit agreement	—			350,000
Principal payments in connection with refinancing of senior credit agreement	—			(342,291		)
Loan acquisition costs	—			(6,223		)
Net cash used in financing activities	(126,658		)	(2,853		)
Effect of exchange rate changes on cash and cash equivalents	1,464			(47		)
Net decrease in cash and cash equivalents	(17,960		)	(39,985		)
Cash and cash equivalents at beginning of period	44,873			92,574
Cash and cash equivalents at end of period	$	26,913		$	52,589

See notes to condensed consolidated financial statements

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Polypore International, Inc.

Notes to condensed consolidated financial statements

(unaudited)

1. Description of Business and Basis of Presentation

Description of Business

Polypore International, Inc. (the “Company”) is a leading global high-technology filtration company that develops, manufactures and markets specialized microporous membranes used in separation and filtration processes. The Company has a global presence in the major geographic markets of North America, South America, Europe and Asia.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries after elimination of intercompany accounts and transactions. The unaudited condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, the unaudited condensed consolidated financial statements and notes do not contain certain information included in the Company’s annual financial statements. In the opinion of management, all normal and recurring adjustments that are necessary for a fair presentation have been made. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2012. Operating results for the three and nine months ended September 28, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending December 28, 2013.

The accompanying condensed consolidated balance sheets as of September 28, 2013 and December 29, 2012 reflect the classification of certain assets and liabilities as held for sale. The condensed consolidated statements of income for all periods presented reflect the presentation of discontinued operations. All disclosures and amounts in the notes to the condensed consolidated financial statements relate to the Company’s continuing operations, unless otherwise indicated.

2 . Inventories

Inventories are carried at the lower of cost or market using the first-in, first-out method of accounting and consist of:

(in thousands)	September 28, 2013		December 29, 2012
Raw materials	$	38,532	$	42,113
Work-in-process	24,663		27,608
Finished goods	50,077		45,741
	$	113,272	$	115,462

3. Debt

Debt, in order of priority, consists of:

(in thousands)	September 28, 2013		December 29, 2012
Senior credit agreement:
Revolving credit facility	$	—	$	35,000
Term loan facility	281,250		296,250
	281,250		331,250
7.5% senior notes	365,000		365,000
	646,250		696,250
Less current portion, including borrowings under the revolving credit facility	16,875		50,000
Long-term debt	$	629,375	$	646,250

On June 29, 2012, the Company refinanced its previous senior secured credit agreement with a new senior secured credit agreement. The credit agreement provides for a $150,000,000 revolving credit facility ($50,000,000 of which was borrowed in connection with the refinancing) and a $300,000,000 term loan facility. The proceeds from the credit agreement were used to pay outstanding principal and interest under the previous credit agreement and loan acquisition costs of $6,228,000 ($6,223,000 paid during the nine months ended September 29, 2012), which were capitalized and will be amortized over the

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Polypore International, Inc.

Notes to condensed consolidated financial statements

(unaudited)

life of the credit agreement. In connection with the refinancing, the Company wrote-off unamortized loan acquisition costs of $2,478,000 associated with the previous credit agreement. Interest rates under the credit agreement are, at the Company’s option, equal to either an alternate base rate or the Eurocurrency base rate, plus a specified margin.

At September 28, 2013, no amounts were outstanding under the revolving credit facility and the entire amount was available for borrowing.

4. Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and long-term debt. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates their fair value due to the short-term maturities of these assets and liabilities. The carrying amount of borrowings under the senior secured credit agreement approximates fair value because the interest rates adjust to market interest rates. The fair value of the 7.5% senior notes, based on a quoted market price and classified as level one in the fair value hierarchy, was $386,900,000 at September 28, 2013.

5. Income Taxes

The income tax provision for the interim periods presented is computed at the effective rate expected to be applicable in each respective full year using the statutory rates on a country-by-country basis. Income tax expense recorded in the financial statements differs from the federal statutory income tax rate due to a variety of factors, including state income taxes, the mix of income between U.S. and foreign jurisdictions taxed at varying rates and changes in estimates of permanent differences and valuation allowances. During the three months ended September 28, 2013, the Company recognized a net tax benefit due to the reversal of a $1,697,000 reserve related to the completion of a tax audit.

6. Pension Plans

The Company and its subsidiaries sponsor multiple defined benefit pension plans based in subsidiaries located outside of the United States. The following table provides the components of net periodic benefit cost:

	Three Months Ended						Nine Months Ended
(in thousands)	September 28, 2013			September 29, 2012			September 28, 2013			September 29, 2012
Service cost	$	562		$	405		$	1,680		$	1,241
Interest cost	1,130			1,153			3,371			3,544
Expected return on plan assets	(192		)	(205		)	(572		)	(631		)
Amortization of prior service credit	(13		)	(12		)	(39		)	(38		)
Recognized net actuarial loss	434			114			1,293			350
Net periodic benefit cost	$	1,921		$	1,455		$	5,733		$	4,466

7. Environmental Matters

Environmental obligations are accrued when such expenditures are probable and reasonably estimable. The amount of liability recorded is based on currently available information, including the progress of remedial investigations, current status of discussions with regulatory authorities regarding the method and extent of remediation, presently enacted laws and existing technology. Accruals for estimated losses from environmental obligations are adjusted as further information develops or circumstances change. Costs of future expenditures for environmental obligations are not discounted to their present value. The Company does not currently anticipate any material loss in excess of the amounts accrued. However, the Company’s future remediation expenses may be affected by a number of uncertainties including, but not limited to, the difficulty in estimating the extent and method of remediation, the evolving nature of environmental regulations and the availability and application of technology. The Company does not expect the resolution of such uncertainties to have a material adverse effect on its consolidated financial position or liquidity. Recoveries of environmental costs from other parties are recognized as assets when receipt is deemed probable.

In connection with the acquisition of Membrana GmbH (“Membrana”) in 2002, the Company recorded a reserve for environmental obligations. The reserve provides for costs to remediate known environmental issues and operational upgrades which are required in order for the Company to remain in compliance with local regulations. The initial estimate and subsequent finalization of the reserve was included in the allocation of purchase price at the date of acquisition. The

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Polypore International, Inc.

Notes to condensed consolidated financial statements

(unaudited)

environmental reserve for the Membrana facility, which is denominated in euros, was $5,285,000 and $11,079,000 at September 28, 2013 and December 29, 2012, respectively. The Company anticipates the expenditures associated with the reserve will be made in the next twelve months. The reserve is included in “Accrued liabilities” in the accompanying condensed consolidated balance sheets.

During the third quarter of 2013, the Company received $10,304,000 in full payment of amounts outstanding under indemnification agreements with the prior owners of Membrana. At December 29, 2012, the indemnification receivable, which was denominated in euros, was $11,542,000 and included in “Prepaid and other” in the accompanying condensed consolidated balance sheet.

8. Treasury Stock

On February 19, 2013, the Board of Directors authorized the repurchase of up to 4,000,000 shares of the Company’s common stock by December 31, 2013. As of September 28, 2013, the Company had repurchased 2,000,000 shares of common stock for $80,343,000. Additionally, during the nine months ended September 28, 2013, the Company withheld and repurchased 8,261 shares of common stock for $325,000 to satisfy certain employees’ withholding tax liabilities related to restricted stock grants.

9. Related Party Transactions

The Company’s German subsidiary has a 33% equity investment in a patent and trademark service provider and a 25% equity investment in a research company. The investments are accounted for under the equity method of accounting and were $664,000 and $650,000 at September 28, 2013 and December 29, 2012, respectively. Charges from the affiliates for work performed were $384,000 and $1,043,000 for the three and nine months ended September 28, 2013, respectively. Charges from the affiliates for work performed were $245,000 and $930,000 for the three and nine months ended September 29, 2012, respectively. Amounts due to the affiliates were $92,000 and $239,000 at September 28, 2013 and December 29, 2012, respectively.

10. Noncontrolling Interest

In 2010, the Company formed a joint venture with Camel Group Co., Ltd (“Camel”), a leading battery manufacturer in China, to produce lead-acid battery separators primarily for Camel’s use. The joint venture, Daramic Xiangyang Battery Separator Co., Ltd. (“Daramic Xiangyang”), is located at Camel’s facility and owned 65% by the Company and 35% by Camel. During the nine months ended September 28, 2013, the Company and Camel made equity contributions of $2,470,000 and $1,330,000, respectively, to fund capital expenditures.

In exchange for notes payable, Daramic Xiangyang purchased from Camel a building and from the Company certain production equipment that was previously located at the Company’s former facility in Potenza, Italy. The notes payable and related interest will be paid by Daramic Xiangyang using available free cash flow, as defined in the joint venture agreement. The building note payable to Camel has a principal balance of $5,910,000 at September 28, 2013 and December 29, 2012 and is included in “Other” non-current liabilities in the accompanying condensed consolidated balance sheets, and the equipment note payable to the Company eliminates in consolidation.

11. Stock-Based Compensation Plans

The Company offers stock-based compensation plans to attract, retain, motivate and reward key officers, non-employee directors and employees. Stock-based compensation expense was $4,897,000 and $14,194,000 for the three and nine months ended September 28, 2013, respectively, and $3,914,000 and $12,346,000 for the same three and nine month periods in the prior year, respectively. The income tax benefit related to stock-based compensation expense was $1,740,000 and $5,044,000 for the three and nine months ended September 28, 2013, respectively, and $1,389,000 and $4,381,000 for the same three and nine month periods in the prior year, respectively. Stock-based compensation expense includes costs associated with stock options and restricted stock and is classified as “Selling, general and administrative expenses” in the accompanying condensed consolidated statements of income.

The 2007 Stock Incentive Plan (“2007 Plan”) allows for the grant of stock options, restricted stock and other instruments for up to a total of 4,751,963 shares of common stock. On February 25, 2013, the Company granted 328,467 stock options and 85,461 shares of restricted stock under the 2007 Plan with an aggregate grant-date fair value of $9,248,000, to be recognized over the vesting period for each award. The stock options granted are time-vested options that vest annually in equal one-third

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Polypore International, Inc.

Notes to condensed consolidated financial statements

(unaudited)

installments and have 10-year terms and an exercise price of $36.42, the fair market value of the Company’s stock on the grant date.

The fair value of the options granted was estimated on the date of grant based on the Black-Scholes option pricing model with the following assumptions:

	February 25, 2013 Grant Assumptions
Expected term (years)	5.6
Risk-free interest rate	0.92	%
Expected volatility	57.3	%
Dividend yield	—

The potential expected term of the stock options ranges from the vesting period of the options (three years) to the contractual term of the options (ten years). The Company determines the expected term of the options based on historical experience, vesting periods, structure of the option plans and contractual term of the options. The Company’s risk-free interest rate is based on the interest rate of U.S. Treasury bills with a term approximating the expected term of the options and is measured at the date of the stock option grant. Expected volatility is estimated based on the Company’s historical stock prices and implied volatility from traded options. The Company does not anticipate paying dividends.

On February 25, 2013, the Company modified the terms of stock options granted on August 23, 2011. For participants that meet certain criteria upon retirement, the modification extends the exercise period for vested options from 90 days after retirement to the earlier of the option expiration date or three years after retirement and also allows unvested options to continue to vest for up to three years after retirement as if the participant had remained in the service of the Company. The total incremental stock option expense associated with the modification, net of estimated forfeitures, was $2,500,000, of which $836,000 has been recognized as of September 28, 2013, and the remainder of which will be recognized over the remaining vesting period of 1.2 years.

12. Segment Information

The Company’s operations are principally managed on a products basis and are comprised of three reportable segments for financial reporting purposes. The Company’s three reportable segments are presented in the context of its two primary businesses — energy storage and separations media.

The energy storage business produces and markets membranes that provide the critical function of separating the cathode and anode in a variety of battery markets and is comprised of the following reportable segments:

· Electronics and EDVs - produces and markets membranes for lithium batteries that are used in portable electronic devices, cordless power tools, electric drive vehicles (“EDVs”) and energy storage systems (“ESS”).

· Transportation and industrial - produces and markets membranes for lead-acid batteries that are used in automobiles, other motor vehicles, forklifts and uninterruptible power supply systems.

The separations media business is a reportable segment and produces and markets membranes and membrane modules used as the high-technology filtration element in various medical and industrial applications.

The Company evaluates the performance of segments and allocates resources to segments based on operating income before depreciation and amortization. In addition, it evaluates business segment performance before stock-based compensation and certain non-recurring and other costs.

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Polypore International, Inc.

Notes to condensed consolidated financial statements

(unaudited)

Financial information relating to the reportable segments is presented below:

	Three Months Ended						Nine Months Ended
(in thousands)	September 28, 2013			September 29, 2012			September 28, 2013			September 29, 2012
Net sales to external customers (by major product group):
Electronics and EDVs	$	27,769		$	43,477		$	94,358		$	133,261
Transportation and industrial	76,453			76,647			232,906			220,608
Energy storage	104,222			120,124			327,264			353,869
Healthcare	29,141			26,025			88,684			82,094
Filtration and specialty	18,657			15,204			50,910			50,600
Separations media	47,798			41,229			139,594			132,694
Net sales	$	152,020		$	161,353		$	466,858		$	486,563

Operating income:
Electronics and EDVs	$	2,334		$	10,540		$	10,596		$	41,843
Transportation and industrial	16,223			16,049			49,264			48,752
Energy storage	18,557			26,589			59,860			90,595
Separations media	9,587			9,712			38,932			36,533
Corporate and other	(8,443		)	(5,460		)	(21,888		)	(19,798		)
Segment operating income	19,701			30,841			76,904			107,330
Stock-based compensation	4,897			3,914			14,194			12,346
Non-recurring and other costs	433			95			1,848			1,253
Total operating income	14,371			26,832			60,862			93,731
Reconciling items:
Interest expense, net	9,919			9,478			29,631			26,438
Foreign currency and other	841			496			1,543			(747		)
Write-off of loan acquisition costs associated with refinancing of senior credit agreement	—			—			—			2,478
Income from continuing operations before income taxes	$	3,611		$	16,858		$	29,688		$	65,562

Depreciation and amortization from continuing operations:
Electronics and EDVs	$	4,415		$	4,404		$	13,211		$	11,715
Transportation and industrial	2,799			2,496			8,469			6,975
Energy storage	7,214			6,900			21,680			18,690
Separations media	3,492			3,291			10,419			10,003
Corporate and other	2,815			2,814			8,451			9,974
	$	13,521		$	13,005		$	40,550		$	38,667

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Polypore International, Inc.

Notes to condensed consolidated financial statements

(unaudited)

13. Assets Held for Sale and Discontinued Operations

On September 27, 2013, the Company entered into a Stock Purchase Agreement in which it agreed to sell the Microporous assets, which consist of the production facilities in Piney Flats, Tennessee, and Feistritz, Austria, to Seven Mile Capital Partners for a purchase price of $120,000,000, subject to adjustment for working capital at closing. The sale is subject to Federal Trade Commission approval and is expected to close in the fourth quarter of 2013.

Microporous was previously included in the transportation and industrial segment. The assets and liabilities of Microporous to be sold meet the accounting criteria to be classified as held for sale and have been aggregated and reported separately in the accompanying condensed consolidated balance sheets as of September 28, 2013 and December 29, 2012. The carrying amounts of assets and liabilities held for sale are as follows:

(in thousands)	September 28, 2013		December 29, 2012
Accounts receivable, net	$	15,818	$	15,259
Inventories	5,339		4,447
Prepaid and other	409		759
Property, plant and equipment, net	29,891		31,335
Goodwill and intangibles, net	38,975		39,530
Other	796		931
Assets held for sale	$	91,228	$	92,261

Liabilities
Accounts payable and accrued liabilities	$	5,093	$	4,066
Deferred income taxes	14,069		13,948
Other	1,446		1,562
Liabilities related to assets held for sale	$	20,608	$	19,576

The results of operations of Microporous are classified as discontinued operations and are presented separately in the accompanying condensed consolidated statements of income for all periods presented. Summarized results of operations reported as discontinued operations are as follows:

Three Months Ended

Nine Months Ended

(in thousands)

September 28, 2013

September 29, 2012

September 28, 2013

September 29, 2012

Net sales

18,560

16,265

54,505

50,574

Income from discontinued operations

4,159

2,682

13,954

11,302

Income from discontinued operations, net of income taxes

2,514

1,799

8,822

7,567

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Polypore International, Inc.

Notes to condensed consolidated financial statements

(unaudited)

14. Financial Statements of Guarantors

The Company’s senior notes are unconditionally guaranteed, jointly and severally, on a senior basis by certain of the Company’s 100% owned subsidiaries (“Guarantors”). Management has determined that separate complete financial statements of the Guarantors would not be material to users of the financial statements.

The following sets forth condensed consolidating financial statements of the Guarantors and non-Guarantor subsidiaries.

Condensed consolidating balance sheet
September 28, 2013

(in thousands)	Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		The Company			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—	$	18,861	$	8,052		$	—		$	26,913
Accounts receivable, net	29,396		74,280		—			—			103,676
Inventories	37,480		75,792		—			—			113,272
Prepaid and other	24,748		7,871		1,346			—			33,965
Assets held for sale	27,311		24,942		38,975			—			91,228
Total current assets	118,935		201,746		48,373			—			369,054
Due from affiliates	656,829		464,515		468,355			(1,589,699		)	—
Investment in subsidiaries	107,115		403,104		708,789			(1,219,008		)	—
Property, plant and equipment, net	307,013		289,582		—			—			596,595
Goodwill	—		—		444,512			—			444,512
Intangibles and loan acquisition costs, net	—		—		97,015			—			97,015
Other	727		6,850		68			—			7,645
Total assets	$	1,190,619	$	1,365,797	$	1,767,112		$	(2,808,707	)	$	1,514,821

Liabilities and shareholders’ equity
Accounts payable and accrued liabilities	$	23,035	$	40,991	$	14,287		$	—		$	78,313
Income taxes payable	—		1,528		(558		)	—			970
Current portion of debt	—		—		16,875			—			16,875
Liabilities related to assets held for sale	15,727		4,881		—			—			20,608
Total current liabilities	38,762		47,400		30,604			—			116,766
Due to affiliates	630,451		407,107		552,141			(1,589,699		)	—
Debt, less current portion	—		—		629,375			—			629,375
Pension obligations, less current portion	—		108,735		—			—			108,735
Deferred income taxes and other	61,471		43,482		213			—			105,166
Shareholders’ equity	459,935		759,073		554,779			(1,219,008		)	554,779
Total liabilities and shareholders’ equity	$	1,190,619	$	1,365,797	$	1,767,112		$	(2,808,707	)	$	1,514,821

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Polypore International, Inc.

Notes to condensed consolidated financial statements

(unaudited

Condensed consolidating balance sheet
December 29, 2012

(in thousands)	Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		The Company		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—	$	28,098	$	16,775	$	—		$	44,873
Accounts receivable, net	36,980		85,076		—		—			122,056
Inventories	41,616		73,846		—		—			115,462
Prepaid and other	24,656		19,246		538		—			44,440
Assets held for sale	27,566		25,165		39,530		—			92,261
Total current assets	130,818		231,431		56,843		—			419,092
Due from affiliates	554,190		330,148		482,869		(1,367,207		)	—
Investment in subsidiaries	123,765		381,295		636,860		(1,141,920		)	—
Property, plant and equipment, net	316,128		291,338		—		—			607,466
Goodwill	—		—		444,512		—			444,512
Intangibles and loan acquisition costs, net	—		—		107,006		—			107,006
Other	727		7,269		—		—			7,996
Total assets	$	1,125,628	$	1,241,481	$	1,728,090	$	(2,509,127	)	$	1,586,072

Liabilities and shareholders’ equity
Accounts payable and accrued liabilities	$	24,279	$	45,286	$	4,557	$	—		$	74,122
Income taxes payable	—		723		880		—			1,603
Current portion of debt	—		—		50,000		—			50,000
Liabilities related to assets held for sale	15,222		4,354		—		—			19,576
Total current liabilities	39,501		50,363		55,437		—			145,301
Due to affiliates	579,388		344,398		443,421		(1,367,207		)	—
Debt, less current portion	—		—		646,250		—			646,250
Pension obligations, less current portion	—		103,491		—		—			103,491
Deferred income taxes and other	65,367		42,681		145		—			108,193
Shareholders’ equity	441,372		700,548		582,837		(1,141,920		)	582,837
Total liabilities and shareholders’ equity	$	1,125,628	$	1,241,481	$	1,728,090	$	(2,509,127	)	$	1,586,072

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Polypore International, Inc.

Notes to condensed consolidated financial statements

(unaudited)

Condensed consolidating statement of income
For the three months ended September 28, 2013

(in thousands)	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		The Company			Eliminations			Consolidated
Net sales	$	44,725		$	107,295	$	—		$	—		$	152,020
Cost of goods sold	19,520			84,869		—			—			104,389
Gross profit	25,205			22,426		—			—			47,631
Selling, general and administrative expenses	15,554			10,695		7,011			—			33,260
Operating income (loss)	9,651			11,731		(7,011		)	—			14,371
Interest expense and other	(1,817		)	2,236		10,341			—			10,760
Equity in earnings of subsidiaries	—			—		(15,200		)	15,200			—
Income from continuing operations before income taxes	11,468			9,495		(2,152		)	(15,200		)	3,611
Income taxes	5,526			2,936		(9,356		)	—			(894		)
Income from continuing operations	5,942			6,559		7,204			(15,200		)	4,505
Income from discontinued operations, net of income taxes	784			1,915		(185		)	—			2,514
Net income	$	6,726		$	8,474	$	7,019		$	(15,200	)	$	7,019

Condensed consolidating statement of income
For the three months ended September 29, 2012

(in thousands)	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		The Company			Eliminations			Consolidated
Net sales	$	44,336		$	117,017	$	—		$	—		$	161,353
Cost of goods sold	15,761			89,842		—			—			105,603
Gross profit	28,575			27,175		—			—			55,750
Selling, general and administrative expenses	14,616			10,540		3,762			—			28,918
Operating income (loss)	13,959			16,635		(3,762		)	—			26,832
Interest expense and other	(2,219		)	2,735		9,458			—			9,974
Equity in earnings of subsidiaries	—			—		(21,086		)	21,086			—
Income from continuing operations before income taxes	16,178			13,900		7,866			(21,086		)	16,858
Income taxes	7,734			3,242		(6,551		)	—			4,425
Income from continuing operations	8,444			10,658		14,417			(21,086		)	12,433
Income from discontinued operations, net of income taxes	505			1,479		(185		)	—			1,799
Net income	$	8,949		$	12,137	$	14,232		$	(21,086	)	$	14,232

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Polypore International, Inc.

Notes to condensed consolidated financial statements

(unaudited)

Condensed consolidating statement of income
For the nine months ended September 28, 2013

(in thousands)	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		The Company			Eliminations			Consolidated
Net sales	$	134,625		$	332,233	$	—		$	—		$	466,858
Cost of goods sold	58,816			250,790		—			—			309,606
Gross profit	75,809			81,443		—			—			157,252
Selling, general and administrative expenses	45,798			32,906		17,686			—			96,390
Operating income (loss)	30,011			48,537		(17,686		)	—			60,862
Interest expense and other	(5,532		)	6,937		29,769			—			31,174
Equity in earnings of subsidiaries	—			—		(54,507		)	54,507			—
Income from continuing operations before income taxes	35,543			41,600		7,052			(54,507		)	29,688
Income taxes	18,953			13,060		(24,983		)	—			7,030
Income from continuing operations	16,590			28,540		32,035			(54,507		)	22,658
Income from discontinued operations, net of income taxes	3,963			5,414		(555		)	—			8,822
Net income	$	20,553		$	33,954	$	31,480		$	(54,507	)	$	31,480

Condensed consolidating statement of income
For the nine months ended September 29, 2012

(in thousands)	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		The Company			Eliminations			Consolidated
Net sales	$	130,699		$	355,864	$	—		$	—		$	486,563
Cost of goods sold	36,029			263,267		—			—			299,296
Gross profit	94,670			92,597		—			—			187,267
Selling, general and administrative expenses	47,929			33,716		11,891			—			93,536
Operating income (loss)	46,741			58,881		(11,891		)	—			93,731
Interest expense and other	(8,517		)	6,607		27,601			—			25,691
Write-off of loan acquisition costs associated with refinancing of senior credit agreement	—			—		2,478			—			2,478
Equity in earnings of subsidiaries	—			—		(79,598		)	79,598			—
Income from continuing operations before income taxes	55,258			52,274		37,628			(79,598		)	65,562
Income taxes	24,584			11,472		(16,413		)	—			19,643
Income from continuing operations	30,674			40,802		54,041			(79,598		)	45,919
Income from discontinued operations, net of income taxes	3,409			4,713		(555		)	—			7,567
Net income	$	34,083		$	45,515	$	53,486		$	(79,598	)	$	53,486

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Polypore International, Inc.

Notes to condensed consolidated financial statements

(unaudited)

Condensed consolidating statement of comprehensive income
For the three months ended September 28, 2013

(in thousands)	Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries			The Company			Eliminations			Consolidated
Net income	$	6,726	$	8,474		$	7,019		$	(15,200	)	$	7,019
Foreign currency translation adjustment, net of income tax expense of $558	—		9,065			(856		)	(158		)	8,051
Change in net actuarial loss and prior service credit, net of income tax benefit of $143	—		(569		)	—			—			(569		)
Equity in earnings of subsidiaries	—		—			8,338			(8,338		)	—
Comprehensive income	$	6,726	$	16,970		$	14,501		$	(23,696	)	$	14,501

Condensed consolidating statement of comprehensive income
For the three months ended September 29, 2012

(in thousands)	Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries			The Company			Eliminations			Consolidated
Net income	$	8,949	$	12,137		$	14,232		$	(21,086	)	$	14,232
Foreign currency translation adjustment, net of income tax expense of $438	—		9,365			(644		)	(189		)	8,532
Change in net actuarial loss and prior service credit	—		(272		)	—			—			(272		)
Equity in earnings of subsidiaries	—		—			8,904			(8,904		)	—
Comprehensive income	$	8,949	$	21,230		$	22,492		$	(30,179	)	$	22,492

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Polypore International, Inc.

Notes to condensed consolidated financial statements

(unaudited)

Condensed consolidating statement of comprehensive income
For the nine months ended September 28, 2013

(in thousands)	Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		The Company			Eliminations			Consolidated
Net income	$	20,553	$	33,954	$	31,480		$	(54,507	)	$	31,480
Foreign currency translation adjustment, net of income tax expense of $340	—		3,191		(502		)	(253		)	2,436
Change in net actuarial loss and prior service credit, net of income tax benefit of $417	—		344		—			—			344
Equity in earnings of subsidiaries	—		—		3,282			(3,282		)	—
Comprehensive income	$	20,553	$	37,489	$	34,260		$	(58,042	)	$	34,260

Condensed consolidating statement of comprehensive income
For the nine months ended September 29, 2012

(in thousands)	Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		The Company		Eliminations			Consolidated
Net income	$	34,083	$	45,515	$	53,486	$	(79,598	)	$	53,486
Foreign currency translation adjustment, net of income tax benefit of $172	—		3,072		138		(919		)	2,291
Change in net actuarial loss and prior service credit	—		33		—		—			33
Equity in earnings of subsidiaries	—		—		2,186		(2,186		)	—
Comprehensive income	$	34,083	$	48,620	$	55,810	$	(82,703	)	$	55,810

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Polypore International, Inc.

Notes to condensed consolidated financial statements

(unaudited)

Condensed consolidating statement of cash flows
For the nine months ended September 28, 2013

(in thousands)	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			The Company			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	74,390		$	53,642		$	(23,685	)	$	22,665		$	127,012
Investing activities:
Purchases of property, plant and equipment, net	(3,532		)	(16,246		)	—			—			(19,778		)
Net cash used in investing activities	(3,532		)	(16,246		)	—			—			(19,778		)
Financing activities:
Principal payments on debt	—			—			(15,000		)	—			(15,000		)
Payments on revolving credit facility	—			—			(89,200		)	—			(89,200		)
Proceeds from revolving credit facility	—			—			54,200			—			54,200
Proceeds from stock option exercises	—			—			2,039			—			2,039
Repurchases of common stock	—			—			(80,668		)	—			(80,668		)
Noncontrolling interest	—			—			1,971			—			1,971
Intercompany transactions, net	(70,858		)	(48,097		)	141,620			(22,665		)	—
Net cash provided by (used in) financing activities	(70,858		)	(48,097		)	14,962			(22,665		)	(126,658		)
Effect of exchange rate changes on cash and cash equivalents	—			1,464			—			—			1,464
Net decrease in cash and cash equivalents	—			(9,237		)	(8,723		)	—			(17,960		)
Cash and cash equivalents at beginning of period	—			28,098			16,775			—			44,873
Cash and cash equivalents at end of period	$	—		$	18,861		$	8,052		$	—		$	26,913

Condensed consolidating statement of cash flows
For the nine months ended September 29, 2012

(in thousands)	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			The Company			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	72,194		$	35,600		$	(20,398	)	$	(799	)	$	86,597
Investing activities:
Purchases of property, plant and equipment, net	(107,691		)	(15,991		)	—			—			(123,682		)
Net cash used in investing activities	(107,691		)	(15,991		)	—			—			(123,682		)
Financing activities:
Principal payments on debt	—			(117		)	(4,557		)	—			(4,674		)
Proceeds from stock option exercises	—			—			635			—			635
Noncontrolling interest	—			—			(300		)	—			(300		)
Proceeds from new senior credit agreement	—			—			350,000			—			350,000
Principal payments in connection with refinancing of senior credit agreement	—			(41,865		)	(300,426		)	—			(342,291		)
Loan acquisition costs	—			—			(6,223		)				(6,223		)
Intercompany transactions, net	35,497			(413		)	(35,883		)	799			—
Net cash provided by (used in) financing activities	35,497			(42,395		)	3,246			799			(2,853		)
Effect of exchange rate changes on cash and cash equivalents	—			(47		)	—			—			(47		)
Net decrease in cash and cash equivalents	—			(22,833		)	(17,152		)	—			(39,985		)
Cash and cash equivalents at beginning of period	—			65,495			27,079			—			92,574
Cash and cash equivalents at end of period	$	—		$	42,662		$	9,927		$	—		$	52,589

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2012.

The results of operations of Microporous are classified as discontinued operations and are excluded from continuing operations and segment results for all periods presented. All disclosures and amounts in Management’s Discussion and Analysis of Financial Condition and Results of Operations relate to our continuing operations, unless otherwise indicated.

Overview

W e are a leading global high-technology filtration company that develops, manufactures and markets specialized microporous membranes used in separation and filtration processes. In fiscal 2012, we generated total net sales of $648.7 million. We operate in two primary businesses: energy storage, which includes the transportation and industrial segment and the electronics and EDVs segment, and separations media. The transportation and industrial and separations media segments represent approximately 75% of our total net sales and operate in stable, growing markets, have high recurring revenue bases and generate strong cash flows. In the electronics and EDVs segment, we have a key presence in the more established consumer electronics market and participate in the potentially larger and developing electric drive vehicle (“EDV”) and energy storage systems (“ESS”) markets where lithium is the disruptive technology. As described in more detail below, the long-term growth drivers for lithium batteries are positive, but we have and may continue to experience variability in the short term as these markets emerge.

Since 2009, we have made significant investments in capacity expansion projects, all of which were funded by internally generated cash and a $49.3 million grant from the U.S. Department of Energy. Cash flows from operations, lower capital expenditures and expected proceeds from the divestiture of the Microporous assets position us to generate significant amounts of cash in 2013.

Energy Storage

In the energy storage business, our membrane separators are a critical performance component in lithium batteries, which are primarily used in consumer electronics and EDV applications, and lead-acid batteries, which are used globally in transportation and numerous industrial applications. We believe that the long-term growth drivers for the energy storage business — growth in Asia, demand for consumer electronics and growing demand for EDVs — are positive. The energy storage business is comprised of two reportable segments.

Electronics and EDVs. Lithium batteries are the power source in a wide variety of applications, including consumer electronics applications such as notebook computers, tablets, mobile phones and cordless power tools; EDVs; and emerging applications such as ESS. Demand for lithium batteries in consumer electronics is driven by the need for increased mobility. In EDV applications, demand is driven by the need to increase fuel efficiency to meet mileage standards in many countries such as the U.S. and China, the need to reduce CO 2 emissions around the world but especially in Europe due to regulations, conversion from nickel metal hydride to lithium battery technology in hybrid vehicles due to greater energy and power density, concern in developed countries and emerging markets over future access to petroleum at stable prices, smog and pollution control, and the need to address increasing transportation needs in developing economies. Since late 2009, we have expanded capacity at our existing Charlotte, North Carolina and Ochang, South Korea facilities and built a new facility in Concord, North Carolina. Equipment installation for the Concord facility is substantially complete and production has started for portions of the facility. The remaining capacity at Concord will ramp up over time as the nascent market for EDVs develops.

We believe the long-term demand drivers for our products—consumer demand for mobility, regulations for fuel efficiency and CO 2 emissions, conversion to lithium technology in hybrids, concerns about access to petroleum, efforts to reduce pollution, and increasing transportation needs in developing countries—remain fully intact. While consumer electronics applications have attractive long-term market growth trends, EDV and eventually ESS applications have the potential to be much larger markets. Based on industry forecasts and industry studies, unit sales of lithium batteries for EDV applications are expected to grow at a compound annual growth rate of greater than 40% over the next five years. We believe lithium battery separator growth will exceed battery unit sales growth because the trend towards larger batteries will require the use of more separator in each battery. Industry forecasts also predict EDV sales to be 5% or more of new car sales within the next five years. If 5% of new car sales were EDVs, we believe the entire lithium battery separator market would virtually double in total size. Based on our current customer base, if only a portion of these industry forecasts materialize, we believe we will completely utilize our current production capacity. We believe the electrification of the worldwide fleet of vehicles is just beginning, from hybrids to plug-ins to full battery electric vehicles, including automobiles, buses, taxis and commercial fleet vehicles. Hybrids are selling well and regulations around the world are driving development and introductions. New hybrids are coming to market and some high-separator content vehicles have just been introduced in Europe. We believe our dry process products continue to be the

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preferred product in large format lithium-ion batteries for EDVs and ESS. We are currently working with existing and new customers on next-generation batteries, which is important considering the long lead times required to become qualified for EDV applications. EDV and ESS are emerging market applications and are being adopted around the world in many forms. We believe the factors that influenced our decision to expand capacity remain valid, and we continue to expect significant sales growth as the EDV market develops and as ESS experiences more meaningful adoption. Although the long-term growth drivers are positive for these applications, short-term fluctuations in demand can be expected in the early stages of adoption while initial penetration rates are low. Given the high-separator content for these applications, and the potential size of these markets, small changes in end-market demand can have a significant impact on our business.

Transportation and industrial. In the lead-acid battery market, the high proportion of aftermarket replacement sales and the steady growth of the worldwide fleet of motor vehicles provide us with a growing recurring revenue base in lead-acid battery separators. Worldwide demand for lead-acid battery separators is expected to continue to grow at slightly more than annual economic growth. The Asia-Pacific region is the fastest growing market for lead-acid battery separators. Growth in this region is driven by the increasing penetration of automobile ownership, growth in industrial and manufacturing sectors, export incentives and ongoing conversion to the polyethylene-based membrane separators we produce. We are meeting growing demand in this region by investing in Asia and exporting from our U.S. and European facilities. Our investments in Asia have included completing three capacity expansions at our Prachinburi, Thailand facility, the most recent of which started production in 2012; acquiring battery separator manufacturing assets and subsequently expanding our operations in Bangalore, India; acquiring a production facility in Tianjin, China; establishing an Asian Technical Center in Thailand; and entering into a joint venture with a customer, Camel Group Co., Ltd. (“Camel”), to produce lead-acid battery separators in Xiangyang, China, primarily for Camel’s use.

Separations Media

In the separations media business, our filtration membranes and modules are used in healthcare and high-performance filtration and specialty applications. We believe that the separations media business will continue to benefit from continued growth in demand for higher levels of purity in a growing number of applications. The separations media business is a reportable segment.

For healthcare applications, we produce membranes used in blood filtration applications for hemodialysis, blood oxygenation and plasmapheresis. Growth in demand for hemodialysis membranes is driven by the increasing worldwide population of end-stage renal disease patients. We believe that conversion to single-use dialyzers and increasing treatment frequency will result in additional dialyzer market growth. In late 2011, we completed the expansion of our PUREMA ® hemodialysis membrane production capacity to support future market growth.

For filtration and specialty applications, we produce a wide range of membranes and membrane-based elements for micro-, ultra- and nanofiltration and gasification/degasification of liquids. Micro-, ultra- and nanofiltration membrane element market growth is being driven by several factors, including end-market growth in applications such as water treatment and pharmaceutical processing, displacement of conventional filtration media by membrane filtration due to membranes’ superior cost and performance attributes, and increasing purity requirements in industrial and other applications.

Critical accounting policies

Critical accounting policies are those accounting policies that can have a significant impact on the presentation of our financial condition and results of operations and that require the use of complex and subjective estimates based on past experience and management’s judgment. Because of the uncertainty inherent in such estimates, actual results may differ from these estimates. These policies are critical to the understanding of our operating results and financial condition and include policies related to the allowance for doubtful accounts, impairment of goodwill, pension benefits, environmental matters and repairs and maintenance. For a discussion of each of these policies, please see the discussion entitled “Critical Accounting Policies” under Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 29, 2012.

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Results of Operations

The following table sets forth, for the periods indicated, certain operating data in amount and as a percentage of net sales:

						Percentage of Net Sales
	Three Months Ended					Three Months Ended
($’s in millions)	September 28, 2013			September 29, 2012		September 28, 2013		September 29, 2012
Net sales	$	152.0		$	161.4	100.0	%	100.0	%

Gross profit	47.6			55.8		31.3		34.6
Selling, general and administrative expenses	33.2			29.0		21.8		18.0
Operating income	14.4			26.8		9.5		16.6
Interest expense, net	9.9			9.5		6.5		5.9
Other	0.9			0.4		0.6		0.2
Income from continuing operations before income taxes	3.6			16.9		2.4		10.5
Income taxes	(0.9		)	4.5		(0.6	)	2.8
Income from continuing operations	$	4.5		$	12.4	3.0	%	7.7	%

					Percentage of Net Sales
	Nine Months Ended				Nine Months Ended
($’s in millions)	September 28, 2013		September 29, 2012		September 28, 2013		September 29, 2012
Net sales	$	466.9	$	486.6	100.0	%	100.0	%

Gross profit	157.3		187.3		33.7		38.5
Selling, general and administrative expenses	96.4		93.6		20.7		19.2
Operating income	60.9		93.7		13.0		19.3
Interest expense, net	29.6		26.4		6.3		5.4
Other	1.6		1.7		0.3		0.4
Income from continuing operations before income taxes	29.7		65.6		6.4		13.5
Income taxes	7.0		19.7		1.5		4.1
Income from continuing operations	$	22.7	$	45.9	4.9	%	9.4	%

Comparison of the three months ended September 28, 2013 with the three months ended September 29, 2012

Net sales . Net sales for the three months ended September 28, 2013 were $152.0 million, a decrease of $9.4 million, or 5.8%, from the same period in the prior year, as lower sales in the electronics and EDVs segment were somewhat offset by higher sales in the separations media segment and the positive impact of foreign currency translation of $2.3 million. See “Financial reporting segments” below for more information.

Gross profit. Gross profit was $47.6 million, a decrease of $8.2 million from the same period in the prior year. Gross profit as a percent of net sales was 31.3% for the three months ended September 28, 2013 compared to 34.6% for the three months ended September 29, 2012. The decrease in consolidated gross profit and gross profit margin was primarily due to lower sales in the electronics and EDVs segment. See “Financial reporting segments” below for more information.

Selling, general and administrative expenses. Selling, general and administrative expenses increased $4.2 million for the three months ended September 28, 2013 compared to the prior year primarily due to an increase in performance-based incentive compensation expense and stock-based compensation expense. Selling, general and administrative expenses were 21.8% of consolidated net sales for the three months ended September 28, 2013 and 18.0% for the same period in the prior year.

Segment operating income. Segment operating income, which excludes stock-based compensation and certain non-recurring and other costs, was $19.7 million, a decrease of $11.1 million from the same period in the prior year. Segment operating income as a percent of net sales was 13.0% for the three months ended September 28, 2013 compared to 19.1% for the three months ended September 29, 2012. The decrease in segment operating income and segment operating income margin was primarily due to lower sales in the electronics and EDVs segment. See “Financial reporting segments” below for more information.

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Interest expense. Interest expense for the three months ended September 28, 2013 increased by $0.4 million from the same period in the prior year, primarily resulting from a decrease in capitalized interest associated with capacity expansion projects completed in the prior year.

Income taxes . Income tax expense for the interim periods presented is computed at the effective rate expected to be applicable in each respective full year using the statutory rates on a country-by-country basis. The mix of earnings between the tax jurisdictions has a significant impact on the effective tax rate. Each tax jurisdiction has its own set of tax laws and tax rates, and income earned by our subsidiaries is taxed independently by these various jurisdictions. Currently, the applicable statutory income tax rates in the jurisdictions in which we operate range from 0% to 42%. Also, during the three months ended September 28, 2013, we recognized a net tax benefit due to the reversal of a $1.7 million reserve related to the completion of a tax audit.

The components of our effective tax rate are as follows:

	Three Months Ended
	September 28, 2013		September 29, 2012
U.S. federal statutory rate	35.0	%	35.0	%
State income taxes	(0.1	)	0.4
Mix of income in taxing jurisdictions	(0.5	)	(9.3	)
Completion of tax audit and other	(59.2	)	0.1
Total effective tax rate	(24.8	)%	26.2	%

Comparison of the nine months ended September 28, 2013 with the nine months ended September 29, 2012

Net sales . Net sales for the nine months ended September 28, 2013 were $466.9 million, a decrease of $19.7 million, or 4.0%, from the same period in the prior year, as lower sales in the electronics and EDVs segment were somewhat offset by higher sales in the transportation and industrial and separations media segments and the positive impact of foreign currency translation of $2.5 million. See “Financial reporting segments” below for more information.

Gross profit. Gross profit was $157.3 million, a decrease of $30.0 million from the same period in the prior year. Gross profit as a percent of net sales was 33.7% for the nine months ended September 28, 2013 compared to 38.5% for the nine months ended September 29, 2012. The decrease in consolidated gross profit and gross profit margin was primarily due to lower sales in the electronics and EDVs segment. See “Financial reporting segments” below for more information.

Selling, general and administrative expenses. Selling, general and administrative expenses increased $2.8 million for the nine months ended September 28, 2013 compared to the prior year primarily due to an increase in performance-based incentive compensation expense and stock-based compensation expense, somewhat offset by lower amortization expense. Selling, general and administrative expenses were 20.7% of consolidated net sales for the nine months ended September 28, 2013 and 19.2% for the same period in the prior year.

Segment operating income. Segment operating income, which excludes stock-based compensation and certain non-recurring and other costs, was $76.9 million, a decrease of $30.4 million from the same period in the prior year. Segment operating income as a percent of net sales was 16.5% for the nine months ended September 28, 2013 compared to 22.1% for the nine months ended September 29, 2012. The decrease in segment operating income and segment operating income margin was primarily due to lower sales in the electronics and EDVs segment. See “Financial reporting segments” below for more information.

Interest expense. Interest expense for the nine months ended September 28, 2013 increased by $3.2 million from the same period in the prior year, primarily resulting from a decrease in capitalized interest associated with capacity expansion projects completed in the prior year.

Income taxes . Income tax expense for the interim periods presented is computed at the effective rate expected to be applicable in each respective full year using the statutory rates on a country-by-country basis. The effective tax rate was 23.7% for the nine months ended September 28, 2013 compared to 30.0% for the same period in the prior year. The mix of earnings between the tax jurisdictions has a significant impact on the effective tax rate. Each tax jurisdiction has its own set of tax laws and tax rates, and income earned by our subsidiaries is taxed independently by these various jurisdictions. Currently, the applicable statutory income tax rates in the jurisdictions in which we operate range from 0% to 42%. Also, during the nine

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months ended September 28, 2013, the effective tax rate was impacted by the reversal of a $1.7 million reserve related to the completion of a tax audit.

The components of our effective tax rate are as follows:

	Nine Months Ended
	September 28, 2013		September 29, 2012
U.S. federal statutory rate	35.0	%	35.0	%
State income taxes	(0.1	)	0.4
Mix of income in taxing jurisdictions	(0.8	)	(5.0	)
Completion of tax audit and other	(10.4	)	(0.4	)
Total effective tax rate	23.7	%	30.0	%

Discontinued Operations

On September 27, 2013, we entered into a Stock Purchase Agreement in which we agreed to sell the Microporous assets, which consist of the production facilities in Piney Flats, Tennessee, and Feistritz, Austria, to Seven Mile Capital Partners for a purchase price of $120.0 million, subject to adjustment for working capital at closing. The sale is subject to Federal Trade Commission approval and is expected to close in the fourth quarter of 2013. Microporous was previously included in the transportation and industrial segment. The results of operations of Microporous are classified as discontinued operations for all periods presented.

Financial reporting segments

Electronics and EDVs

Comparison of the three months ended September 28, 2013 with the three months ended September 29, 2012

Net sales. Net sales for the three months ended September 28, 2013 were $27.8 million, a decrease of $15.7 million, or 36.1%, from the same period in the prior year. The decrease was due to lower volumes in consumer electronics, partially offset by higher volumes in EDV applications. The impact of price/product mix on sales was insignificant. For consumer electronics, sales volumes were lower due to weakness in end-market demand and capacity limitations in 2011, which caused us to miss some sales qualification opportunities for devices being sold in the market today. For EDV applications, sales volumes increased as compared to the same period in the prior year, but were lower than the second quarter of 2013. We are having supply discussions which we believe impacted sales volumes during the third quarter of 2013 and may continue to impact sales volumes in the fourth quarter of 2013.

Segment operating income. Segment operating income was $2.3 million, a decrease of $8.2 million from the same period in the prior year. Segment operating income as a percent of net sales was 8.3% for the three months ended September 28, 2013 compared to 24.1% for the three months ended September 29, 2012. The decrease in segment operating income and segment operating income margin was due to lower sales volume.

Since 2009, we have completed five separate capacity expansions and added the fixed costs required to operate the new capacity. Excluding the final phase of expansion at Concord, which will be qualified and ramped-up as demand develops, we have total production capacity sufficient to generate approximately $400.0 million in annual lithium battery separator sales, depending on the mix of products and grades produced. Based on annualized sales in the third quarter of 2013, our current production capacity in terms of sales was approximately 30%.

The key driver of profitability is sales and the resulting benefit of higher production volumes. Because this is a low variable production cost business, operating income and operating income margins fluctuate primarily based on production volumes and the application of fixed costs to those production volumes. When sales volumes increase, operating income margins increase as the production cost per unit is lower due to the allocation of fixed costs to more units of production. Conversely, when sales volumes decline, operating income margins decrease as the production cost per unit is higher due to the allocation of fixed costs to less units of production. Because of this, we expect segment operating income and segment operating income margins to improve as sales volumes increase and the costs associated with our capacity expansions are allocated to more units of production.

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Comparison of the nine months ended September 28, 2013 with the nine months ended September 29, 2012

Net sales. Net sales for the nine months ended September 28, 2013 were $94.4 million, a decrease of $38.8 million, or 29.1%, from the same period in the prior year. Net sales were down approximately $35.5 million, or 26.6%, due to lower volumes in consumer electronics, partially offset by higher volumes in EDV applications. For consumer electronics, sales volumes were lower due to weakness in end-market demand and capacity limitations in 2011, which caused us to miss some sales qualification opportunities for devices being sold in the market today. Net sales decreased by approximately $3.3 million, or 2.5%, due to price/product mix.

Segment operating income. Segment operating income was $10.6 million, a decrease of $31.2 million from the same period in the prior year. Segment operating income as a percent of net sales was 11.2% for the nine months ended September 28, 2013 compared to 31.4% for the nine months ended September 29, 2012. The decrease in segment operating income and segment operating income margin was due to lower sales volume.

Transportation and Industrial

Comparison of the three months ended September 28, 2013 with the three months ended September 29, 2012

Net sales. Net sales for the three months ended September 28, 2013 were $76.4 million, which is comparable to net sales for the same period in the prior year.

Segment operating income. Segment operating income was $16.2 million and 21.2% of net sales for the three months ended September 28, 2013, which is comparable to the same period in the prior year.

Comparison of the nine months ended September 28, 2013 with the nine months ended September 29, 2012

Net sales. Net sales for the nine months ended September 28, 2013 were $232.9 million, an increase of $12.2 million, or 5.5%, from the same period in the prior year due to an increase in sales volumes across all geographic regions.

Segment operating income. Segment operating income was $49.3 million for the nine months ended September 28, 2013, which is comparable to the same period in the prior year. Segment operating income as a percent of net sales was 21.2% for the nine months ended September 28, 2013 compared to 22.1% for the nine months ended September 29, 2012. The decrease in segment operating income margin was primarily due to exporting goods from our U.S. and European manufacturing facilities to meet growing demand in Asia and the negative impact of foreign currency.

Separations Media

Comparison of the three months ended September 28, 2013 with the three months ended September 29, 2012

Net sales. Net sales for the three months ended September 28, 2013 were $47.8 million, an increase of $6.6 million, or 16.0%, from the same period in the prior year, due to higher volumes in healthcare and filtration and specialty products and the positive impact of foreign currency translation of $1.9 million. In the third quarter of 2012, healthcare sales were impacted by customer production shutdowns due to earthquakes in Italy.

Segment operating income. Segment operating income was $9.6 million for the three months ended September 28, 2013, which is comparable to the same period in the prior year. Segment operating income as a percent of net sales was 20.1% for the three months ended September 28, 2013 compared to 23.5% for the three months ended September 29, 2012. The decrease was primarily due to longer preventive maintenance shutdowns than in the prior-year quarter. Segment operating income margins can fluctuate between quarters due to production timing and mix, but are expected to be relatively consistent to the prior year on an annual basis.

Comparison of the nine months ended September 28, 2013 with the nine months ended September 29, 2012

Net sales. Net sales for the nine months ended September 28, 2013 were $139.6 million, an increase of $6.9 million, or 5.2%, from the same period in the prior year, due to higher volumes in healthcare and filtration and specialty products and the positive impact of foreign currency translation of $2.7 million.

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Segment operating income. Segment operating income was $38.9 million, an increase of $2.4 million from the same period in the prior year due to higher sales volumes. Segment operating income as a percent of net sales was 27.9% for the nine months ended September 28, 2013, which is comparable to the same period in the prior year.

Corporate and other costs

Corporate and other costs include costs associated with the corporate office and other costs that are not allocated to the reporting segments for segment reporting purposes, including amortization of identified intangible assets and performance-based incentive compensation.

Comparison of the three months ended September 28, 2013 with the three months ended September 29, 2012

Corporate and other costs for the three months ended September 28, 2013 were $8.4 million, compared to $5.5 million for the three months ended September 29, 2012. The increase was primarily due to higher performance-based incentive compensation expense.

Comparison of the nine months ended September 28, 2013 with the nine months ended September 29, 2012

Corporate and other costs for the nine months ended September 29, 2013 were $21.9 million, compared to $19.8 million for the nine months ended September 30, 2012. The increase was primarily due to higher performance-based incentive compensation expense, partially offset by a decline in amortization expense as certain intangible assets became fully amortized in the second quarter of 2012.

Foreign Operations

As of September 28, 2013, we manufacture our products at 14 strategically located facilities in the United States, Europe and Asia. Net sales from foreign locations were $296.5 million (63.5% of consolidated sales) and $328.0 million (67.4% of consolidated sales) for the nine months ended September 28, 2013 and September 29, 2012, respectively. The majority of sales from U.S. production facilities are attributable to the electronics and EDVs segment, where we primarily produce in the U.S. for customers located in Asia. The majority of sales from foreign production facilities are attributable to the transportation and industrial and separations media segments. In the transportation and industrial segment, we have production facilities in the U.S., Europe and Asia and generally produce in the same geographic region that we sell, though we do export some production from U.S. and European facilities to meet growing demand in Asia. In the separations media segment, the majority of production is at our manufacturing facility in Germany and sales are made to customers worldwide. Operating results generated by production facilities within business segments was not significantly impacted by differences in economic, regulatory, geographic or other competitive factors.

Typically, we sell our products in the currency of the country where the manufacturing facility that produces the product is located. Sales to foreign customers are subject to numerous additional risks, including the impact of foreign government regulations, currency fluctuations, political uncertainties and differences in business practices. There can be no assurance that foreign governments will not adopt regulations or take other actions that would have a direct or indirect adverse impact on our business or market opportunities within such governments’ countries. Furthermore, there can be no assurance that the political, cultural and economic climate outside the United States will be favorable to our operations and growth strategy.

Seasonality

Operations at our European production facilities are traditionally subject to shutdowns for approximately one month during the third quarter of each year for employee vacations. Because of the seasonal fluctuations, comparisons of our operating results for the third quarter of any fiscal year with those of the other quarters during the same fiscal year may be of limited relevance in predicting our future financial performance.

Liquidity and capital resources

Cash and cash equivalents decreased by $18.0 million during the nine months ended September 28, 2013, as cash generated from operations and cash on hand were used to repurchase shares of common stock, repay borrowings under the senior secured credit agreement and fund capital expenditures.

Operating activities . Net cash provided by operating activities was $127.0 million in the nine months ended September 28, 2013, consisting of cash generated from operations of $89.6 million and cash generated from operating assets and liabilities of

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$37.4 million. Accounts receivable decreased due to lower sales and timing of cash receipts. Days sales outstanding decreased by approximately 8.0%, and we have not experienced significant changes in accounts receivable aging or customer payment terms and believe that we have adequately provided for potential bad debts. Inventory levels and days sales in ending inventory are consistent with the prior year. We produce inventory to meet expected future customer demand, which is based on a number of factors, including discussions with customers, customer forecasts and industry and economic trends. Inventory is generally not subject to obsolescence and does not have a shelf life, and we do not believe there is a significant risk of inventory impairment. Prepaid and other current assets decreased due to the collection of $10.3 million in environmental indemnification receivables. Accounts payable and accrued liabilities increased primarily due to timing of payments.

Investing activities . In the nine months ended September 28, 2013, total capital expenditures were $19.8 million compared to $123.7 million for the same period in the prior year. We currently estimate capital expenditures for fiscal 2013 to be approximately $30.0 million. As of September 28, 2013, we had $158.1 million of construction in progress, primarily related to the expansions in the electronics and EDVs segment, portions of which will be qualified and ramped up over time as market demand develops.

Financing activities . During the nine months ended September 28, 2013, financing activities consisted primarily of repurchases of common stock of $80.7 million, net payments under the revolving credit facility of $35.0 million and scheduled principal payments under our credit agreement of $15.0 million.

On February 19, 2013, the Board of Directors authorized the repurchase of up to 4.0 million shares of our common stock by December 31, 2013. As of September 28, 2013, we had repurchased 2.0 million shares of common stock. The timing, price and volume of future repurchases will be based on market conditions, relevant securities laws and other factors. The stock repurchases may be made from time to time on the open market or in privately negotiated transactions. The stock repurchase program does not require us to repurchase any specific number of shares, and we may terminate the repurchase program at any time. The expected cash proceeds received from the divestiture of the Microporous assets in Piney Flats, Tennessee, and Feistritz, Austria, may be a factor in the amount of shares repurchased. Cash flows from operations, lower capital expenditures and expected proceeds from the divestiture of the Microporous assets position us to generate significant amounts of cash in 2013.

We intend to fund our ongoing operations with cash on hand, cash generated by operations and borrowings under the senior secured credit agreement. As of September 28, 2013, approximately 70% of our cash and cash equivalents were held by foreign subsidiaries. There were no significant restrictions on our ability to transfer funds with and among subsidiaries, or any material adverse tax consequences that would impact our ability to transfer funds held by foreign subsidiaries to the U.S.

Our senior secured credit agreement provides for a $300.0 million term loan facility ($281.3 million outstanding at September 28, 2013) and a $150.0 million revolving credit facility. At September 28, 2013, no amounts were outstanding under the revolving credit facility.

Interest rates under the senior secured credit agreement are, at our option, equal to either an alternate base rate or Eurocurrency base rate plus a specified margin. At September 28, 2013, the interest rate on borrowings under the senior secured credit agreement was 2.93%.

Under the credit agreement, we are required to maintain a maximum ratio of indebtedness to adjusted EBITDA and a minimum ratio of adjusted EBITDA to cash interest expense. Adjusted EBITDA, as defined under the senior secured credit agreement, was as follows:

(in millions)	Twelve Months Ended September 28, 2013
Net income	$	48.9
Add/Subtract:
Depreciation and amortization expense	57.7
Interest expense, net	39.2
Income taxes	19.3
Stock-based compensation	18.1
Foreign currency loss	2.0
Loss on disposal of property, plant and equipment	1.0
Other non-cash or non-recurring charges	0.5
Adjusted EBITDA	$	186.7

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As of September 28, 2013, the calculation of the senior leverage ratio, as defined under the senior secured credit agreement, was as follows:

(in millions)
Indebtedness (1)	$	254.4
Adjusted EBITDA	$	186.7
Actual senior leverage ratio	1.36		x
Required maximum senior leverage ratio	2.50		x

(1) Calculated as the sum of outstanding borrowings under the senior secured credit agreement, less cash on hand (not to exceed $50.0 million).

As of September 28, 2013, the calculation of the interest coverage ratio, as defined under the senior secured credit agreement, was as follows:

(in millions)
Adjusted EBITDA	$	186.7
Interest expense, net (1)	$	36.8
Actual interest coverage ratio	5.08		x
Required minimum interest coverage ratio	3.00		x

(1) Calculated as cash interest expense, as defined under the senior secured credit agreement, for the twelve months ended September 28, 2013.

The senior secured credit agreement contains certain restrictive covenants which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, prepayments of other indebtedness, liens and encumbrances, and other matters customarily restricted in such agreements. The agreement also contains certain customary events of default, subject to grace periods, as appropriate.

The 7.5% senior notes mature on November 15, 2017 and are guaranteed by most of our existing and future domestic restricted subsidiaries, subject to certain exceptions. Except under certain circumstances, the 7.5% senior notes do not require principal payments prior to their maturity in 2017. Interest on the 7.5% senior notes is payable semi-annually on May 15 and November 15. The 7.5% senior notes contain customary covenants and events of default, including covenants that limit our ability to incur debt, pay dividends and make investments.

Future debt service payments are expected to be paid out of cash flows from operations, borrowings on our revolving credit facility and future refinancing of our debt. Our cash interest requirements for the next twelve months are estimated to be $36.4 million.

We believe we have sufficient liquidity to meet our cash requirements over both the short (next twelve months) and long term (in relation to our debt service requirements). In evaluating the sufficiency of our liquidity, we considered cash on hand, expected cash flow to be generated from operations and available borrowings under our senior secured credit agreement compared to our anticipated cash requirements for debt service, working capital, cash taxes, capital expenditures and funding requirements for long-term liabilities. We anticipate that our cash on hand and operating cash flow, together with borrowings under the revolving credit facility, will be sufficient to meet our anticipated future operating expenses, capital expenditures and debt service obligations as they become due for at least the next twelve months. However, our ability to make scheduled payments of principal, to pay interest on or to refinance our indebtedness and to satisfy our other debt obligations will depend upon our future operating performance, which will be affected by general economic, financial, competitive, legislative, regulatory, business and other factors beyond our control. See “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K.

From time to time, we may explore additional financing methods and other means to lower our cost of capital, which could include equity or debt financings and the application of the proceeds therefrom to the repayment of bank debt or other indebtedness. In addition, in connection with any future acquisitions, we may require additional funding which may be provided in the form of additional debt or equity financing or a combination thereof. There can be no assurance that any additional financing will be available to us on acceptable terms or at all.

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Environmental matters

Environmental obligations are accrued when such expenditures are probable and reasonably estimable. The amount of liability recorded is based on currently available information, including the progress of remedial investigations, current status of discussions with regulatory authorities regarding the method and extent of remediation, presently enacted laws and existing technology. Accruals for estimated losses from environmental obligations are adjusted as further information develops or circumstances change. Costs of future expenditures for environmental obligations are not discounted to their present value. We do not currently anticipate any material loss in excess of the amounts accrued. Future remediation expenses may be affected by a number of uncertainties including, but not limited to, the difficulty in estimating the extent and method of remediation, the evolving nature of environmental regulations and the availability and application of technology. We do not expect the resolution of such uncertainties to have a material adverse effect on our consolidated financial position or liquidity. Recoveries of environmental costs from other parties are recognized as assets when their receipt is deemed probable.

In connection with the acquisition of Membrana GmbH (“Membrana”) in 2002, we recorded a reserve for environmental obligations. The reserve provides for costs to remediate known environmental issues and operational upgrades which are required in order for us to remain in compliance with local regulations. The initial estimate and subsequent finalization of the reserve was included in the allocation of purchase price at the date of acquisition. The environmental reserve for the Membrana facility, which is denominated in euros, was $5.3 million at September 28, 2013. We anticipate the expenditures associated with the reserve will be made in the next twelve months.

During the third quarter of 2013, we received $10.3 million in full payment of the amounts outstanding under indemnification agreements with the prior owners of Membrana.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risks, which are potential losses arising from adverse changes in market rates and prices, such as interest rates and foreign exchange fluctuations. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

Interest rate risk

At September 28, 2013, we had fixed rate debt of $365.0 million and variable rate debt of $281.3 million. To reduce the interest rate risk inherent in our variable rate debt, we may utilize interest rate derivatives. As of September 28, 2013, there were no outstanding interest rate derivatives. The pre-tax earnings and cash flow impact resulting from a 100 basis point increase in interest rates on our variable rate debt, holding other variables constant, would be $2.8 million per year.

Currency risk

Outside of the United States, we maintain assets and operations in Europe and Asia. The results of operations and financial position of our foreign operations are principally measured in their respective currency and translated into U.S. dollars. As a result, exposure to foreign currency fluctuations exists. The reported income of these subsidiaries will be higher or lower depending on a weakening or strengthening of the U.S. dollar against the respective foreign currency. Our subsidiaries and affiliates also purchase and sell products and services in various currencies. As a result, we may be exposed to cost increases relative to the local currencies in the markets in which we sell. Because the percentage of our sales in foreign currencies differs from the percentage of our costs in foreign currencies, a change in the relative value of the U.S. dollar could have a disproportionate impact on our sales compared to our costs, which could impact our margins. A portion of our assets are based in our foreign locations and are translated into U.S. dollars at foreign currency exchange rates in effect as of the end of each period, with the effect of such translation reflected in accumulated other comprehensive income (loss). Accordingly, our consolidated shareholders’ equity will fluctuate depending upon the weakening or strengthening of the U.S. dollar against the respective foreign currency, primarily the euro.

The dollar/euro exchange rates used in our financial statements for the periods ended as set forth below were as follows:

	September 28, 2013	September 29, 2012
Period end rate	1.3508	1.2908
Period average rate for the three months ended	1.3251	1.2521
Period average rate for the nine months ended	1.3172	1.2824

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Our strategy for management of currency risk relies primarily on conducting our operations in a country’s respective currency and may, from time to time, involve foreign currency derivatives. As of September 28, 2013, we did not have any foreign currency derivatives outstanding.

Item 4. Controls and Procedures

An evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) was performed under the supervision, and with the participation of, our management, including our Chief Executive Officer and Chief Financial Officer. Our disclosure controls are designed to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 28, 2013 to ensure that information required to be disclosed in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

During the three months ended September 28, 2013, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

On September 9, 2008, the Federal Trade Commission (the “FTC”) issued an administrative complaint against us regarding our February 29, 2008 acquisition of Microporous Holding Corporation, the parent company of Microporous Products L.P. (“Microporous”). After challenging the complaint before an Administrative Law Judge of the FTC and subsequently before the Commissioners of the FTC, we were ordered to divest the Microporous assets that were acquired in February 2008.

On January 28, 2011, we filed a petition with the U.S. Court of Appeals for the 11 th Circuit to review the FTC’s November 5, 2010 order and opinion. On July 11, 2012, the 11 th Circuit affirmed the FTC’s decision. On January 15, 2013, we filed an appeal with the U.S. Supreme Court, and on June 24, 2013, the U.S. Supreme Court declined to hear our petition for review of the 11 th Circuit’s opinion upholding the FTC’s order. With the U.S. Supreme Court’s decision not to hear the appeal, the divestiture provisions of the order, which were stayed pending appeal, went into effect on June 24, 2013. In accordance with the FTC’s order, we are required to complete the divestiture of the Microporous assets, which consist of the production facilities in Piney Flats, Tennessee, and Feistritz, Austria, by December 26, 2013.

Our energy storage business produces polymer-based membrane battery separators used in transportation, industrial and consumer electronics applications. The acquisition of Microporous extended our product portfolio into the niche, mature deep cycle market for rubber-based battery separators, with considerable overlap to customers we currently serve with other products. We do not believe the required divestiture of the Microporous assets will significantly impact our energy storage business or its long-term growth drivers, including growth in Asia, demand for consumer electronics and growing demand for electric drive vehicles.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides detail about our share repurchase activity during the three months ended September 28, 2013:

Fiscal Month	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Number of Shares that May Yet Be Purchased Under the Program
June 30, 2013 — August 3, 2013	15,500	$	39.43	15,500	2,000,000
August 4, 2013 — August 31, 2013	2,661	45.63		—	2,000,000
September 1, 2013 — September 28, 2013	—	—		—	2,000,000
Total	18,161	$	40.34	15,500	2,000,000

On February 19, 2013, the Board of Directors authorized the repurchase of up to 4,000,000 million shares of our common stock by December 31, 2013. As of September 28, 2013, we had repurchased 2,000,000 shares of common stock under the February 2013 repurchase program.

During the three months ended September 28, 2013, we withheld and repurchased 2,661 shares of common stock to satisfy certain employees’ withholding tax liabilities related to restricted stock grants.

Item 6. Exhibits

Exhibit No.		Exhibit Description

10.1		Stock Purchase Agreement, dated as of September 27, 2013, by and among Daramic Acquisition Corp., Polypore BV, Polypore International, Inc. (solely for purposes of Section 11.18 thereunder), Seven Mile Capital Partners Top, Inc. and SASR Zweiundfünfzigste Beteiligungsverwaltung GmbH (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on October 1, 2013)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		Interactive Data Files

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 5, 2013		POLYPORE INTERNATIONAL, INC.
		(Registrant)


	By:	/s/ Robert B. Toth
		Robert B. Toth
		President and Chief Executive Officer
		(principal executive officer)


	By:	/s/ Lynn Amos
		Lynn Amos
		Chief Financial Officer
		(principal financial officer and principal accounting officer)

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