UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 October 31, 2007

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 333-118844

THE NEWARK GROUP, INC.

(Exact name of registrant as specified in its charter)

New Jersey	22-2884844
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

20 Jackson Drive Cranford, New Jersey	07016
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code: (908) 276-4000

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x

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

The number of common shares outstanding at October 31, 2007 was 3,634,080.

INDEX

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets as of October 31, 2007 and April 30, 2007	1
	Condensed Consolidated Statements of Operations for the three and six months ended October 31, 2007 and 2006	2
	Condensed Consolidated Statements of Cash Flows for the six months ended October 31, 2007 and 2006	3
	Condensed Consolidated Statement of Permanent Stockholders’ Equity for the six months ended October 31, 2007	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	27
Part II – OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Submission of Matters to a Vote of Security Holders	29
Item 5.	Other Information	29
Item 6.	Exhibits and Reports	29
	SIGNATURES	30

THE NEWARK GROUP, INC. AND SUBSIDIARIES

PART I FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

AS OF OCTOBER 31, 2007 AND APRIL 30, 2007

(Dollars in Thousands, Except Share Data)

	October 31, 2007			April 30, 2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	20,905		$	11,806
Accounts receivable (less allowance for doubtful accounts of $5,575 and $5,241, respectively)		128,915			128,125
Inventories		78,382			75,266
Other current assets		19,100			18,685
Assets held for sale		912			755
Total current assets		248,214			234,637
RESTRICTED CASH		262			12
PROPERTY, PLANT AND EQUIPMENT – Net		298,383			295,534
GOODWILL		50,939			48,945
LONG-TERM INVESTMENTS		20,468			18,481
OTHER ASSETS		14,552			18,493
TOTAL ASSETS	$	632,818		$	616,102
LIABILITIES, TEMPORARY EQUITY AND PERMANENT STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	111,927		$	104,788
Current maturities of debt		6,704			10,878
Income taxes and other taxes payable		3,538			2,983
Accrued salaries and wages		14,346			14,319
Other accrued expenses		11,999			10,609
Total current liabilities		148,514			143,577
SENIOR DEBT		104,001			99,118
SUBORDINATED DEBT		180,493			180,138
DEFERRED INCOME TAXES		9,935			8,040
PENSION OBLIGATION		18,873			18,766
SWAP OBLIGATION		12,800			14,775
OTHER LIABILITIES		5,711			5,841
Total liabilities		480,327			470,255
COMMITMENTS AND CONTINGENCIES (Note 9)
TEMPORARY EQUITY - COMMON STOCK, SUBJECT TO PUT RIGHTS, (648,279 shares)		26,617			26,617
PERMANENT STOCKHOLDERS’ EQUITY:
Common stock, $.01 per share stated value; authorized 10,000,000 shares, issued and outstanding 6,005,000 shares		60			60
Additional paid-in capital		374			374
Retained earnings		185,168			181,822
Accumulated other comprehensive income (loss)		2,764			(534	)
Treasury stock, 2,370,920 shares at cost		(62,492	)		(62,492	)
Total permanent stockholders’ equity		125,874			119,230
TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT STOCKHOLDERS’ EQUITY	$	632,818		$	616,102

See notes to condensed consolidated financial statements

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2007 AND 2006

(Dollars in Thousands)

	For the Three Months Ended						For the Six Months Ended
	October 31, 2007			October 31, 2006			October 31, 2007			October 31, 2006
NET SALES	$	262,174		$	231,696		$	517,849		$	458,804
COST OF SALES		235,155			202,344			458,509			398,908
Gross profit		27,019			29,352			59,340			59,896
OPERATING EXPENSES:
Selling, general and administrative		20,824			20,977			41,802			41,078
Restructuring and impairments		215			293			326			447
Total operating expenses		21,039			21,270			42,128			41,525
OPERATING INCOME		5,980			8,082			17,212			18,371
OTHER (EXPENSE) INCOME:
Interest expense		(7,229	)		(6,827	)		(14,166	)		(13,770	)
Interest income		48			95			915			156
Equity in income of affiliates		532			632			1,263			1,314
Other income – net		128			117			144			65
Total other expense		(6,521	)		(5,983	)		(11,844	)		(12,235	)
(LOSS) EARNINGS FROM CONTINUING OPERATIONS, BEFORE INCOME TAXES		(541	)		2,099			5,368			6,136
INCOME TAX EXPENSE		1,046			1,289			2,022			2,425
NET (LOSS) EARNINGS	$	(1,587	)	$	810		$	3,346		$	3,711

See notes to condensed consolidated financial statements

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

FOR THE SIX MONTHS ENDED OCTOBER 31, 2007 AND 2006

(Dollars in Thousands)

	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	3,346		$	3,711
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		17,091			17,105
Impairment of assets		—			40
Loss (gain) on sale of property, plant and equipment		109			(173	)
Equity in income of affiliates		(1,263	)		(1,314	)
Loss on derivative activities		427			16
Proceeds from dividends paid by equity investments in affiliates		272			1,656
Deferred income tax (benefit) expense		(2,071	)		1,340
Changes in assets and liabilities:
Decrease in accounts receivable		1,886			1,391
(Increase) decrease in inventories		(1,592	)		4,135
Decrease (increase) in other current assets		1,595			(409	)
Decrease in other assets		3,971			371
Increase in accounts payable and accrued expenses		8,598			5,375
Decrease in other liabilities		(4,007	)		(4,037	)
Net cash provided by operating activities		28,362			29,207
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(11,437	)		(9,685	)
Acquisition costs		(1,585	)		—
Proceeds from sale of property, plant and equipment		55			391
Increase in restricted cash		(250	)		(125	)
Net cash used in investing activities		(13,217	)		(9,419	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt		23,447			—
Repayments of long-term debt		(26,168	)		(11,679	)
Changes in cash overdraft		(3,475	)		(5,676	)
Net cash used in financing activities		(6,196	)		(17,355	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		150			(245	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		9,099			2,188
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		11,806			6,688
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	20,905		$	8,876
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	14,420		$	13,512
Income Taxes:
Paid	$	525		$	903
(Refunded)	$	—		$	(5	)
Purchases of property, plant and equipment included in accounts payable	$	2,655		$	1,955

See notes to condensed consolidated financial statements

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF PERMANENT STOCKHOLDERS’ EQUITY - UNAUDITED

FOR THE SIX MONTHS ENDED OCTOBER 31, 2007

(Dollars in Thousands)

	Total			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Retained Earnings		Additional Paid-In Capital		Common Stock		Total Comprehensive Income
BALANCE APRIL 30, 2007	$	119,230		$	(534	)	$	(62,492	)	$	181,822	$	374	$	60
Net income		3,346			—			—			3,346		—		—	$	3,346
Other comprehensive income:
Unrealized gains/(losses) on marketable securities available for sale		(6	)		(6	)		—			—		—		—		(6	)
Foreign currency translation adjustments		4,556			4,556			—			—		—		—		4,556
Change in fair value of cash flow hedges		(1,252	)		(1,252	)		—			—		—		—		(1,252	)
BALANCE OCTOBER 31, 2007	$	125,874		$	2,764		$	(62,492	)	$	185,168	$	374	$	60	$	6,644

See notes to condensed consolidated financial statements

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(Dollars in Thousands, Except Share and Per Share Amounts)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Principles of Consolidation – The Newark Group, Inc., including its wholly owned subsidiaries (the “Company”), is an integrated global producer of recycled paperboard and converted paperboard products, with significant manufacturing and converting operations in North America and Europe. The Company’s customers are global manufacturers and converters of paperboard.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring adjustments and accruals, as well as accounting changes considered necessary for a fair presentation, have been reflected in these condensed consolidated financial statements. Additionally, the preparation of these financial statements requires management to make estimates and assumptions that affect: a) the reported amounts of assets and liabilities, b) the disclosure of contingent assets and liabilities at the date of the financial statements and c) the reported amounts of revenues and expenses during the reporting period; actual results could differ from those estimates. Operating results for the three and six-month periods ended October 31, 2007 are not necessarily indicative of the results that may be expected for the year ending April 30, 2008 due to seasonal and other factors. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended April 30, 2007 included in the Company’s annual report on Form 10-K.

The equity method is used to account for the Company’s investment in the common stock of other companies where the Company maintains ownership between 20 and 50 percent, and has the ability to exercise significant influence over the investee’s operating and financial policies. These investments are included in long-term investments. In the event that management identifies an other than temporary decline in the estimated fair value of an equity method investment to an amount below its carrying value, such investment is written down to its estimated fair value. All significant intercompany profits, transactions and balances have been eliminated.

Cash and Cash Equivalents – Cash and cash equivalents include cash on hand, cash in banks and short-term investments with maturity of three months or less from date of purchase. Cash overdrafts are included in accounts payable and are $13,441 and $16,916 as of October 31, 2007 and April 30, 2007, respectively.

Derivative Instruments – From time to time, the Company enters into derivative instruments with third-party institutions to hedge its exposure to interest rate, foreign currency exchange and certain energy and other raw material price risks. All derivatives, whether designated in hedging relationships or not, are recorded on the consolidated balance sheet at fair value. If the derivative is designated as a cash flow hedge, the effective portion of changes in the fair value of the derivative is recorded in other comprehensive income (loss) and is recognized in the income statement when the hedged item affects earnings. Changes in the fair value of derivatives that are not designated as cash flow hedges are recorded currently in earnings together with changes in the fair value of the hedged item attributable to the ineffective portion of the hedge.

We discontinue hedge accounting prospectively when (i) a derivative is no longer highly effective in offsetting changes in the fair value or cash flows of a hedged item, (ii) a derivative expires or is sold, terminated or exercised, (iii) a derivative is de-designated as a hedge because it is unlikely that a forecasted transaction will occur or (iv) we determine that designation of a derivative as a hedge is no longer appropriate.

When we discontinue cash flow hedge accounting because the hedging instrument is sold, terminated or no longer designated (de-designated), the amount reported in other comprehensive income up to the date of sale, termination or de-designation continues to be reported in other comprehensive income until the forecasted underlying transaction affects earnings.

Environmental – The Company is subject to extensive federal, state and local environmental laws and regulations, including those that relate to air emissions, wastewater discharges, solid and hazardous waste management and disposal and site remediation. Concerning environmental claims, the Company records any liabilities and discloses the required information in accordance with Financial Accounting Standard (“FAS”) No. 5, “Accounting for Contingencies”, Statement of Position 96-1, “Environmental Remediation Liabilities” and FAS 143, “Accounting for

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

Asset Retirement Obligations.” Additionally, from time to time, the Company may be identified, along with other entities, as being among parties potentially responsible for contribution to costs associated with the investigation, correction and remediation of environmental conditions at disposal sites subject to federal and/or analogous state laws. Costs associated with environmental obligations are accrued when such costs are probable and reasonably estimable. Such accruals are adjusted as further information develops or circumstances change. Estimates of costs for future environmental compliance and remediation are necessarily imprecise due to such factors as the continuing evolution of environmental laws and regulatory requirements, the availability and application of technology, the identification of currently unknown remediation sites and the allocation of costs among the potentially responsible parties under applicable statutes. Costs of future expenditures for environmental remediation obligations are discounted to their present value when the amount and timing of expected cash payments are reliably determinable (see Note 9).

2. RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the Financial Accounting Standards Board (the “FASB”) issued FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115” (“FAS 159”). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. This provides entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without being required to apply complex hedge accounting provisions. FAS 159 is effective for fiscal years beginning after November 15, 2007, and the Company is currently evaluating the impact that FAS 159 may have on its financial position and results of operations once adopted.

In September 2006, the FASB issued FAS No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value, expands disclosures about fair value measurements and is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the effect that FAS 157 may have on its consolidated financial statements.

In September 2006, the FASB issued FAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“FAS 158”). FAS 158 requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity. FAS 158 also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. FAS 158 has expanded the disclosure requirements for pension plans and other post-retirement plans. This statement provides different effective dates for the recognition and related disclosure provisions and for the required changes to a fiscal year-end measurement date. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective for the Company as of the year ended April 30, 2008. The requirement to measure plan assets and benefit obligations as of the date of the Company’s fiscal year-end is effective for the Company for the fiscal year ended April 30, 2009. The Company is currently evaluating the impact this statement will have on its financial statements.

Effective May 1, 2007, the Company adopted the provisions of FASB Interpretation 48 “Accounting for Uncertainty in Income Taxes: an interpretation of FASB Statement No.109” (“FIN 48”). FIN 48 was issued to clarify the accounting for uncertain tax positions recognized in the financial statements by prescribing a recognition threshold and measurement attribute for tax positions taken or expected to be taken in a tax return. FIN 48 stipulates that the tax effects from an uncertain tax position can be recognized in the financial statements only if it is more likely than not that the position would be sustained upon audit based on the technical merits of the position. The adoption of the provisions of FIN 48 require the cumulative effect of the change in accounting principle be recorded as an adjustment to opening retained earnings. The Company concluded that, upon adoption, no adjustment to opening retained earnings was required and that interest costs and penalties related to income taxes would be classified as income tax expense in the Company’s financial statements.

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

3. INVENTORIES

Inventories consist of the following:

	October 31, 2007		April 30, 2007
Raw Materials	$	30,769	$	29,063
Finished Goods		43,683		42,937
Other Manufacturing Supplies		3,930		3,266
	$	78,382	$	75,266

4. ASSETS HELD FOR SALE

The Company entered into a Purchase and Sale Agreement (the “Agreement”) dated August 2, 2006, for the sale of land in Natick, MA where the paperboard mill we closed in November 2005 is located. This facility was closed based on the need for rationalization of capacity and the near-term requirement of significant capital investment at the facility which offered little or no return. The closing of the property sale is expected to be completed within the next twelve months. The net book value of these assets is $900 and is reflected as Assets held for sale on the condensed consolidated balance sheets.

5. LONG-TERM DEBT

	October 31, 2007			April 30, 2007
Senior Subordinated Notes 9.75% (1)	$	175,000		$	175,000
Asset-based Credit Facility (2)		17,293			18,000
Term Loan (2)		15,000			15,000
Industrial Revenue Bonds (3)		65,545			67,215
Subordinated Notes (4)		5,493			5,967
All other (5)		12,867			8,952
Total Debt		291,198			290,134
Less Current Portion		(6,704	)		(10,878	)
Long-Term Debt	$	284,494		$	279,256

(1) The Company has $175,000 of 9.75% unsecured senior subordinated notes outstanding. Interest is payable semi-annually (March 15 and September 15) and principal is due, in total, on March 15, 2014. This debt is classified in Subordinated Debt in the condensed consolidated balance sheets.

(2) On March 9, 2007, the Company entered into a five-year asset-based credit agreement and a six-year credit-linked credit agreement. The asset-based facility provides the Company a revolving line of credit in the aggregate principal amount of up to $85,000 (depending on the Company’s borrowing base), up to $25,000 of which may be used for loans directly to the Company’s International subsidiary and up to $15,000 of which may be used for letters of credit, and other financial accommodations. The credit-linked facility provides the Company a $15,000 term loan and a $75,000 credit-linked letter of credit facility, and other financial accommodations. Borrowings under the asset-based facility bear interest at a rate of prime or the Eurodollar rate plus a credit spread determined based on availability under the facility. The term loan under the credit-linked facility bears interest at a rate of prime plus 1% or the Eurodollar rate plus a credit spread of 2.25%. Letters of Credit are issued under the credit-linked facility primarily to enhance the Company’s multiple Industrial Revenue Bond (“IRB”) issues with the credit spread being the same as the term loan. Subject to meeting certain conditions, the Company has a one-time option prior to March 9, 2010 to increase the asset-based credit facility by an amount of up to $15,000. Likewise, subject to meeting certain conditions, the Company has a one-time option prior to March 9, 2010 to increase the credit-linked facility by an amount of up to $10,000. As of October 31, 2007, the Company had a total of $81,600 in letters of credit obligations outstanding ($68,302 of which had been used to enhance the industrial revenue bonds) which includes $6,600 outstanding under the asset-based facility. Separately, under the asset-based facility, the Company had $17,293 in borrowings outstanding at a rate of 5.81%, and under the credit-linked facility had $15,000 outstanding on the term loan at a rate of 7.07%. The

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

Company had $45,506 of borrowing availability under the asset-based facility at October 31, 2007. The undrawn portions of the facilities are subject to a facility fee at an annual rate of 0.25% to 0.30%. This debt is classified in Senior Debt in the condensed consolidated balance sheets.

(3) The Industrial Revenue Bonds are comprised of: Mercer IRB of $1,250, Mobile IRB of $4,115, Ohio IRB of $15,500, and Massachusetts IRBs of $44,680 as of October 31, 2007. These bonds are variable rate demand bonds, secured by letters of credit, with maturity dates ranging from November 2011 through July 2031 and where the interest rates range from 6.00% to 7.23% (including letter of credit spread) and are reset every seven days. All borrowings under these facilities are classified in Senior Debt in the condensed consolidated balance sheets with a portion in Current maturities of debt.

(4) The Company issued a subordinated note to a prior stockholder in exchange for the stockholder’s shares of common stock. The note bears interest at the prime rate in effect from time to time, requires quarterly principal and interest payments and is due in July 2015. As of October 31, 2007, the remaining balance on the note is $5,493. The debt associated with this note is classified in Subordinated Debt in the condensed consolidated balance sheets with a portion in Current maturities of debt.

(5) All other includes the following from our International operations: $2,284 of discounted bills pending collection and $7,206 of a five year loan. The borrowings under this five year loan bear a variable interest rate of EURIBOR plus .75%, or 5.12% as of October 31, 2007. Principal and interest are due every six months, at which point the interest rate is reset. Other also includes a loan with Toronto Dominion Bank for $1,029, which bears interest at the prime rate plus 0.75% (the prime rate is 6.25% as of October 31, 2007), payable monthly through May 2015. The loan is secured by a mortgage on the Company’s Richmond, B.C., Canada facility. This loan is classified in Senior Debt in the condensed consolidated balance sheets with a portion in Current maturities of debt. Other further includes a loan to Jackson Drive Corp. (see Note 11) for $2,348 which is secured by a mortgage on the Company’s corporate headquarters. This loan matures in July 2024 and carries a fixed interest rate of 5.625%.

The asset-based and credit-linked facilities include financial covenants as follows: (a) if, during any quarter, Excess Availability, as defined under the revolving credit facility, falls below $10,000, the Company must achieve a Fixed Charge Coverage Ratio, as defined, of not less than 1.0 to 1.0. and (b) the Senior Leverage Ratio, as defined, for each twelve-month period ending as of each fiscal quarter end shall be less than or equal to 3.0 to 1.0. At October 31, 2007, the Company was in compliance with all financial covenants.

Under the asset-based agreement, the Company (a) granted the lenders a first priority lien on all of its accounts receivable and inventory (the “ABL Priority Collateral”) and a second priority lien on substantially all of its other assets, including certain real property, and (b) guaranteed the obligations, under this facility, of its International subsidiary. Under the credit-linked agreement, the Company granted the lenders a first priority lien on substantially all of its assets, including certain real property (excluding accounts receivable and inventory), and a second priority lien on all ABL Priority Collateral.

The Company is involved in the use of derivative financial instruments, in the form of cross-currency interest rate swaps and various hedging transactions, to manage interest rate risk, foreign currency exchange risk, certain energy price risks and other raw material price risks. The Company is exposed to credit losses in the event of non-performance by the counterparties to its derivative financial instruments. The Company anticipates, however, that the counterparties will be able to fully satisfy their obligations under the contracts.

The Company has cross-currency interest rate swap agreements with a member of our bank group that had been designated as a cash flow hedge against an existing intercompany loan to the Company’s European subsidiary. Effective May 1, 2007, the Company de-designated these swaps as hedges. With this de-designation, the amount in other comprehensive income at that point, $172, is to be reclassified into earnings over the life of the original agreements, which are scheduled to terminate in September 2009. At October 31, 2007 and April 30, 2007, the fair value of the swaps represented a liability of $11,257 and $14,775, respectively. During the quarter ended July 31, 2007, the Company entered into another swap agreement, in relation to a second intercompany loan with its European subsidiary, that was not designated as a hedge and represented a liability of $1,543 as of October 31, 2007. The Company has recognized losses of $427 and $16 within Other (expense) income – net on the condensed consolidated statements of operations, related to derivative activities, during the six months ended October 31, 2007 and 2006, respectively.

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

6. RETIREMENT PLANS

The following table presents the net periodic pension cost for the Company’s domestic Pension Plans:

	Pension Costs Three Months ended						Pension Costs Six Months ended
	October 31, 2007			October 31, 2006			October 31, 2007			October 31, 2006
Service Cost	$	854		$	372		$	1,674		$	1,580
Interest Cost on Projected Benefit Obligation		1,890			2,014			3,777			3,619
Expected Return on Assets (Gain) Loss		(2,529	)		(2,335	)		(4,912	)		(4,150	)
Net Amortization		240			52			481			468
Net Pension Expense	$	455		$	103		$	1,020		$	1,517

The Company estimates a cash contribution to its domestic pension plans of approximately $6,600 during fiscal year ending April 30, 2008 and has made contributions totaling $1,780 towards that $6,600 total during the six months ended October 31, 2007. As of October 31, 2007, 67% of the plan’s assets were in equity investments, 11% in fixed-income securities and 22% in cash and other.

The following table presents the net periodic pension cost for the Company’s foreign Pension Plans:

	Pension Costs Three Months ended						Pension Costs Six Months ended
	October 31, 2007			October 31, 2006			October 31, 2007			October 31, 2006
Service Cost	$	9		$	8		$	18		$	16
Interest Cost on Projected Benefit Obligation		56			39			112			78
Expected Return on Assets (Gain) Loss		(42	)		(34	)		(84	)		(68	)
Net Amortization		—			(8	)		—			(16	)
Net Pension Expense	$	23		$	5		$	46		$	10

7. RESTRUCTURING AND IMPAIRMENTS

For the Three Months Ended October 31, 2007 and 2006:

Fiscal 2008 Restructuring

The Paperboard segment incurred $215 of charges for costs to exit previously shut down facilities.

Fiscal 2007 Restructuring

The Paperboard segment incurred $74 of expenses related to the maintenance of two facilities closed in prior years. The Converted Products segment incurred $192 of dismantling costs, $145 of which related to the net buyout of the remaining lease term on a previously shut down facility, as well as $27 of non-cash impairment on equipment at the same facility.

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

The components of the Company’s plant restructuring and impairments incurred for the three months ended:

	Paperboard		Converted Products		Total
October 31, 2007
Dismantling, Mothballing & Other	$	215	$	—	$	215
Total Charges	$	215	$	—	$	215
October 31, 2006
Dismantling, Mothballing & Other	$	74	$	192	$	266
Asset Impairment		—		27		27
Total Charges	$	74	$	219	$	293

For the Six Months Ended October 31, 2007 and 2006:

Fiscal 2008 Restructuring

The Paperboard segment incurred $326 of charges for costs to exit previously shut down facilities.

Fiscal 2007 Restructuring

The Paperboard segment incurred $185 of expenses related to the maintenance of two facilities closed in prior years. The Converted Products segment incurred $235 of dismantling costs, where $145 of the total related to the net buyout of the remaining lease term on a previously shut down facility and $23 of the total related to building repairs, as well as $27 of non-cash impairment on equipment.

The components of the Company’s plant restructuring and impairments incurred for the six months ended:

	Paperboard		Converted Products		Total
October 31, 2007
Dismantling, Mothballing & Other	$	326	$	—	$	326
Total Charges	$	326	$	—	$	326
October 31, 2006
Dismantling, Mothballing & Other	$	185	$	235	$	420
Asset Impairment		—		27		27
Total Charges	$	185	$	262	$	447

The following table summarizes the Company’s accruals for plant restructuring costs:

	Dismantling, Mothballing & Other Costs
April 30, 2007 Accrual Balance	$	113
Restructuring Charges for the Six Months Ended October 31, 2007		326
Amounts Paid Against 2007 Accruals		(113	)
Amounts Paid Against 2008 Accruals		(250	)
October 31, 2007 Accrual Balance	$	76

The following table summarizes restructuring and impairment costs by segment for those plans initiated since January 1, 2003 and accounted for under Statements of Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”:

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

	Cumulative Costs as of April 30, 2007 (1)		Costs for the Six Months Ended October 31, 2007 (2)		Estimated Costs to Complete Initiatives as of October 31, 2007		Total Estimated Costs of Initiatives as of October 31, 2007
Paperboard	$	16,033	$	303	$	2,377	$	18,713
Converted Products		2,437		—		—		2,437
	$	18,470	$	303	$	2,377	$	21,150

(1) Of the $18,470 in cumulative restructuring costs, $7,998 were non-cash charges related to asset impairment.

(2) Total costs incurred in the six months ended October 31, 2007, $303, do not agree with the six month total charges of $326 from a prior table above since some of the costs are related to plans initiated prior to January 1, 2003.

8. INCOME TAXES

The Company’s consolidated tax rate is computed using an annual effective rate for each taxable jurisdiction. The Company records income tax expense related to certain states and to foreign jurisdictions in which it has taxable income. During the six months ended October 31, 2007 and 2006, the Company has not recorded US federal income tax expense due to the reduction in its valuation allowance against its deferred tax assets – net operating losses.

The Company adopted the provision of FIN 48 on May 1, 2007. Upon the adoption of FIN 48, the Company had $770 of gross unrecognized tax benefits of which $33 would affect the Company’s tax rate, if recognized. The difference between the gross amount of unrecognized tax benefits and the portion that would affect the effective tax rate is attributable to items that would be offset by the existing valuation allowance and the federal tax benefit related to state tax items. Interest costs of $4 and penalties of $16 related to income taxes are classified as income tax expense in the Company’s financial statements. Tax returns for all years from 2003 forward are subject to future examination by federal, state and Spanish tax authorities. Other foreign jurisdictions are open to examination for years beginning 2005.

No material adjustments have been made to unrecognized tax benefits as of October 31, 2007. The Company does not anticipate a material change to its unrecognized tax benefits within the next twelve months.

9. COMMITMENTS AND CONTINGENCIES

The Company and its subsidiaries are party to various claims, legal actions, complaints and administrative proceedings, including workers’ compensation claims, arising in the ordinary course of business. Although in management’s opinion the ultimate disposition of these matters will not have a material effect on the Company’s financial condition, results of operations or cash flows, in the event of one or more adverse determinations related to these issues, the impact on the Company’s results of operations could be material to any specific period.

Current Environmental Matters

The Company has identified environmental contamination at three of its closed facilities that may require remediation upon retirement of these assets. However, no such liability has been recognized for these facilities, as the Company currently does not have sufficient information available to assess if remediation will be required or to reasonably estimate any potential obligation. For these three locations, any potential obligation cannot be reasonably estimated as the settlement date or potential settlement dates, the settlement method or potential settlement methods, and other relevant facts to determine a reasonable estimate for the obligation are unknown at this time.

The Massachusetts Attorney General’s Office has asserted that the Company, at one or more of its Massachusetts mills, exceeded permitted air emissions, failed to accurately report certain emissions, and failed to submit certain required monitoring and compliance reports. In September 2007, the Company executed an agreement to settle these allegations by paying $600 and agreeing to certain injunctive relief. The $600, which was paid on November 7, 2007, had been accrued by April 30, 2007, with such amounts being recorded in the Selling, general and administrative line on the condensed consolidated statements of operations.

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

By letters dated February 14, 2006 and June 2, 2006, the United States Environment Protection Agency (“EPA”) notified the Company of its potential liability relating to the Lower Passaic River Study Area (“LPRSA”), which is part of the Diamond Alkali Superfund Site, under Section 107(a) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980. The Company is one of at least 70 potentially responsible parties (“PRPs”) identified thus far. The EPA alleges that hazardous substances were released from the Company’s now-closed Newark, NJ paperboard mill into the Lower Passaic River. The EPA informed the Company that it may be potentially liable for response costs that the government may incur relating to the study of the LPRSA and for unspecified natural resource damages. The EPA demanded that the Company pay $2,830 in unreimbursed past response costs on a joint and several liability basis. Alternatively, the EPA gave the Company the opportunity to obtain a release from these past response costs by joining the Cooperating Parties Group (the “Group”) and agreeing to fund an environmental study by the EPA; the Company subsequently joined the Group. In 2006, the EPA notified the Group that the cost of the study would exceed its initial estimates and offered the Group the opportunity to conduct the study by itself rather than reimburse the government for the additional costs incurred. The Group engaged in discussions with the EPA and the Group agreed to assume responsibility for the study pursuant to an Administrative Order on Consent. Cumulatively, as of October 31, 2007 and based upon the most recent estimates for the study, the Company has expensed $688 (none of which was expensed in the six months ended October 31, 2007), of which $365 remains accrued.

Additionally, by letter dated August 2, 2007, the National Oceanic and Atmospheric Administration (“NOAA”) of the United States Department of Commerce sent a letter to the Company and other companies identified as PRPs notifying them that it intended to perform an assessment of injuries to natural resources in connection with the release of hazardous substances at or from the Diamond Alkali Superfund Site. In this letter, the NOAA invited all of the identified PRPs, including the Company, to participate in the development and performance of this assessment. The Cooperating Parties Group, which includes the Company, has not agreed to participate.

Due to uncertainties inherent in these matters, management is unable to estimate the Company’s potential exposure, including possible remediation or other environmental responsibilities that may result from these matters at this time; such information is not expected to be known for a number of years. These uncertainties primarily include the completion and outcome of the environmental studies and the percentage of contamination/ natural resource damage, if any, ultimately determined to be attributable to the Company and other parties. It is possible that the Company’s ultimate liability resulting from these issues could be material.

10. SEGMENT INFORMATION

The Company identifies its reportable segments in accordance with FAS 131, “Disclosures about Segments of an Enterprise and Related Information” by reviewing the nature of products sold, nature of the production processes, type and class of customer, methods to distribute product and nature of regulatory environment. Profits from intercompany sales are not transferred between segments, they remain within the segment in which the sales originated. The Company principally operates in three reportable segments which include five product lines.

The Paperboard segment consists of facilities that manufacture recycled paperboard and facilities that collect, sort and process recovered paper for internal consumption and sales to other paper manufacturers. Inter-segment sales are recorded at prices which approximate market prices.

The Converted Products segment is principally made up of facilities that laminate, cut and form paperboard into fiber components for tubes and cores, protective packaging, books, games and office products. Inter-segment sales are recorded at prices which approximate market prices.

The International segment consists of facilities throughout Europe that are managed separately from North American operations. The vertical integration of this segment offers both paperboard manufacturing and converting. There are minimal business transactions between the North American segments (Paperboard and Converted Products) and the International segment.

The Company evaluates performance and allocates resources based on operating profits and losses of each business segment. Operating results include all costs and expenses directly related to the segment involved. Corporate includes corporate, general, administrative and unallocated expenses.

Identifiable assets are accumulated by facility within each business segment.

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

The following table presents certain business segment information for the periods indicated.

	For the Three Months Ended						For the Six Months Ended
	October 31, 2007			October 31, 2006			October 31, 2007			October 31, 2006
Sales (aggregate):
Paperboard	$	172,178		$	154,116		$	340,669		$	305,796
Converted Products		75,510			77,076			155,669			151,401
International		52,018			39,799			101,598			82,767
Total	$	299,706		$	270,991		$	597,936		$	539,964
Less sales (inter-segment):
Paperboard	$	(36,136	)	$	(37,373	)	$	(76,547	)	$	(77,405	)
Converted Products		(1,396	)		(1,922	)		(3,540	)		(3,755	)
International		—			—			—			—
Total	$	(37,532	)	$	(39,295	)	$	(80,087	)	$	(81,160	)
Sales (external customers):
Paperboard	$	136,042		$	116,743		$	264,122		$	228,391
Converted Products		74,114			75,154			152,129			147,646
International		52,018			39,799			101,598			82,767
Total	$	262,174		$	231,696		$	517,849		$	458,804
Operating Income:
Paperboard	$	4,591		$	9,684		$	15,326		$	21,273
Converted Products		1,164			(957	)		2,524			(1,655	)
International		3,888			3,308			7,415			6,322
Total Segment Operating Income		9,643			12,035			25,265			25,940
Corporate Expense		3,663			3,953			8,053			7,569
Total Operating Income		5,980			8,082			17,212			18,371
Interest Expense		(7,229	)		(6,827	)		(14,166	)		(13,770	)
Interest Income		48			95			915			156
Equity in Income of Affiliates		532			632			1,263			1,314
Other Income, Net		128			117			144			65
(Loss) Earnings from Continuing Operations Before Income Taxes		(541	)		2,099			5,368			6,136
Income Tax Expense		1,046			1,289			2,022			2,425
(Loss) Earnings from Continuing Operations	$	(1,587	)	$	810		$	3,346		$	3,711
Depreciation and Amortization:
Paperboard	$	5,829		$	5,948		$	11,879		$	11,793
Converted Products		1,139			1,267			2,352			2,569
International		1,063			829			1,989			1,653
Corporate		431			546			871			1,090
Total	$	8,462		$	8,590		$	17,091		$	17,105
Purchases of Property, Plant and Equipment:
Paperboard	$	3,576		$	4,661		$	6,781		$	7,275
Converted Products		613			322			1,034			552
International		1,798			879			3,305			1,823
Corporate		317			9			317			35
Total	$	6,304		$	5,871		$	11,437		$	9,685
							October 31, 2007			April 30, 2007
Identifiable Assets:
Paperboard							$	329,258		$	348,997
Converted Products								91,180			93,744
International								183,926			161,301
Corporate								28,454			12,060
Total							$	632,818		$	616,102

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

Geographic Regions

Sales to external customers (based on country of origin) and long-lived assets by geographic region are as follows:

	October 31, 2007		October 31, 2006
Sales to External Customers
United States	$	409,292	$	370,694
Europe		101,598		82,767
Canada		6,959		5,343
Total	$	517,849	$	458,804
	October 31, 2007		April 30, 2007
Net Property, Plant and Equipment, Goodwill and Intangibles
United States	$	271,081	$	274,724
Europe		70,250		62,791
Canada		8,016		6,989
Total	$	349,347	$	344,504

11. RELATED PARTY TRANSACTIONS

On October 1, 2007, the Company purchased a 50% interest in Jackson Drive Corp. (“Jackson Drive”), the owner of the Company’s corporate headquarters, from its former Chief Executive Officer (“CEO”) for $393; the Company’s current CEO owns the remaining 50%. The Company leases its corporate headquarters from Jackson Drive and paid $174 under the lease in each of the six-month periods ended October 31, 2007 and 2006. Jackson Drive is consolidated into the Company’s financial statements (see Note 5).

The paperboard mills in our International segment purchased approximately $8,320 and $5,607 of raw material from affiliated entities accounted for as equity method investments during the six-month periods ended October 31, 2007 and 2006, respectively.

The International segment also recorded sales of approximately $2,155 and $1,347 to two affiliated entities accounted for as equity method investments during the six-month periods ended October 31, 2007 and 2006, respectively.

The Company paid approximately $2,862 and $2,689 to Integrated Paper Recyclers, LLC, an affiliated entity accounted for as an equity method investment, primarily for hauling services of recyclable material during the six-month periods ended October 31, 2007 and 2006, respectively.

12. OTHER MATTERS

During the first quarter of fiscal 2008, the Company received a $2,861 settlement resulting from state sales-tax related litigation. Of this total, $2,054 was recorded as a reduction to cost of sales as it represented a refund of sales taxes paid which were originally recorded to cost of sales. The remainder, $807, was interest on the principal amount of the settlement and was recorded on the Interest income line on our condensed consolidated statement of operations.

Certain locations within the Company’s Paperboard segment are awarded credits for air emissions. These locations monitor their emissions and routinely invest funds to maintain compliance levels or to improve performance and from time to time, the Company sells excess nitrogen oxide emission credits. Costs for environmental maintenance and improvement projects are recorded in Cost of sales and the gains from the sales of these credits are likewise recorded in Cost of sales. During August 2007, the Company sold excess emission credits through an open market created specifically to trade such emission credits, and recorded a gain from these sales in the amount of $137. The Company also sold excess emission credits in July 2006 for a gain of $3,277.

On August 1, 2007, the Company completed the purchase of a recycled paperboard mill in Viersen, Germany, at a total cost of approximately $4,400, which includes the land, buildings, equipment and inventories, and covers all pre-acquisition costs for legal, accounting and consulting services. The effects of this acquisition are not material to the Company’s balance sheet or results of operations. The Company also has a signed agreement to purchase a cogeneration facility located next to this mill for approximately $1,300, the details of which are currently being finalized.

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

The following discussion of operations and financial condition of The Newark Group should be read in conjunction with the financial statements and notes thereto included in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K for the year ended April 30, 2007.

This report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by use of terms such as “may,” “should,” “plan,” “expect,” “anticipate,” “estimate,” and similar words, although some forward-looking statements are expressed differently. Forward-looking statements represent our management’s judgment regarding future events. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. All statements other than statements of historical fact included in this report regarding our financial position, business strategy, products, plans, or objectives for future operations are forward-looking statements. We cannot guarantee the accuracy of the forward-looking statements, and you should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including the statements under “Risk Factors” and “Critical Accounting Policies” detailed in our Annual Report on Form 10-K for the year ended April 30, 2007. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Overview

The Newark Group is an integrated producer of 100% recycled paperboard and paperboard products with leading market positions in North America and Europe. We primarily manufacture folding carton, core board and industrial converting grades of paperboard, and are among the largest producers of these grades in North America. We are also a leading producer of laminated products and graphicboard in North America and Europe as well as a major producer of tubes, cores and allied products in North America. We supply our products to the paper, packaging, stationery, book printing, construction, plastic film, furniture and game industries. In addition, we are engaged in the collection, trading and processing of recovered paper in North America and believe that we are among the five largest participants in this industry. No single customer accounted for more than 3.2% of our sales in our fiscal year ended April 30, 2007.

We operate in three segments—Paperboard, Converted Products and International—and our products are categorized into five product lines: (i) recovered paper; (ii) 100% recycled paperboard; (iii) laminated products and graphicboard; (iv) tube, core and allied products; and (v) solidboard packaging. In our Paperboard segment we handle recovered paper and manufacture grades of recycled paperboard used in the production of folding cartons, rigid boxes, tubes, cores and other products. In our Converted Products segment we manufacture tubes, cores and allied products, solidboard packaging and products used for book covers, game boards, jigsaw puzzles and loose-leaf binders. In our International segment, which consists of a vertically integrated network of facilities in Europe, we produce 100% recycled paperboard, laminated products, graphicboard and solidboard packaging, primarily for the European market.

For the fiscal year ended April 30, 2007, the Paperboard segment represented 51% of our total sales, the Converted Products segment represented 31% of our total sales and the International segment represented 18% of our total sales.

Our fiscal year ends April 30. All references to years, quarters or other periods in this section refer to fiscal years, quarters or periods whether or not specifically indicated. Percentages and dollar amounts have been rounded to aid presentation.

Our operating results are primarily influenced by sales price and volume, mill capacity utilization, recovered paper cost, energy costs and freight costs.

Our sales volumes are generally driven by overall economic conditions and more specifically by consumer non-durable goods consumption. While the industry has rationalized approximately 1.5 million tons over the last several years, we believe there remains some overcapacity in uncoated recycled paperboard (“URB”). However, our mill utilization rates have remained at 96% for each of the six-month periods ended October 31, 2007 and 2006.

Recovered paper is our most significant raw material, and the cost of such paper has historically fluctuated significantly due to market and industry conditions. For example, our average North American recovered paper cost per ton of paperboard produced rose from $99 per ton in 2004 to $116 per ton in 2005, dropped to $108 per ton in 2006 and rose again in 2007 to $123 per ton. Recovered paper costs have continued to escalate through the first six months of our 2008 fiscal year, rising 30% to $151 per ton of paperboard produced compared to $116 per ton of paperboard produced during the first six months of fiscal 2007. Additionally, our average recovered paper cost per ton of paperboard produced in our international mills increased 48% to $169 per ton in the first six months of fiscal 2008 compared to $114 per ton in the same period of the prior year. This increase includes the effects of the weakening of the US dollar compared to the Euro.

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

Energy, which consists of electricity and fuel used to generate steam for use in the paper making process, is also a significant manufacturing cost for us. Average energy costs in our North American mill system, though relatively stable over the last two years at $90 and $88 per ton of paperboard produced in 2007 and 2006, respectively, are significantly higher than the $43 per ton average energy cost in 2000, due to overall increases in natural gas, fuel oil and electricity prices. We believe that prices will likely remain at these elevated levels in response to conditions in the Middle East, natural gas shortages in the United States and other economic conditions and the related uncertainties regarding the outcome and implications of such events. Our operating margins are adversely affected when energy costs increase, notwithstanding that we attempt to manage fluctuations in our energy costs by utilizing financial hedges and purchasing forward contracts for a portion of our energy needs. During the quarter ended October 31, 2007, we had approximately 60% of our natural gas needs hedged at prices favorable to targeted levels, and have approximately 50% of our needs hedged through March 2008, again at prices favorable to targeted levels. For the six months ended October 31, 2007 and 2006, our average energy cost per ton of paperboard produced in our North American mills remained essentially flat at $83 and $82 per ton, respectively. Energy costs in Western Europe have escalated over the last two years, particularly relating to natural gas, and as a result, our energy costs averaged $71 per ton of paperboard produced in 2007 versus $48 per ton in 2006, a 48% increase. Prices in the first six months of fiscal 2008 have continues to rise, though at a slower pace, increasing 17% in the current year to $78 per ton of paperboard produced compared to $67 per ton in the same six month period of the prior year.

We attempt to raise our selling prices in response to increases in raw material and energy costs. However, we are not always able to pass the full amount of these costs through to our customers on a timely basis, if at all, and as a result, cannot always maintain our operating margins in the face of cost increases. We experience a reduction in margin during periods of recovered paper price increases due to customary time lags in implementing our price increases to our customers. Even if we are able to recover future cost increases, our operating margins and results of operations may be materially and adversely affected by time delays in the implementation of price increases. A price increase on all grades of coated and uncoated recycled paperboard became effective at the end of June 2006 for all North American customers and a price increase on all grades of uncoated recycled paperboard became effective for North American customers at the beginning of March 2007. As a result of the realization of these increases, when comparing the six-month periods ended October 31, 2007 and 2006, average sales price for our North American converted products and recycled paperboard increased $63 per ton and $26 per ton, respectively.

Our Results of Operations

The following table sets out our segmented financial and operating information for the periods indicated.

	Three Months Ended October 31,				Six Months Ended October 31,
(in thousands)	2007		2006		2007		2006
Net Sales
Paperboard	$	136,042	$	116,743	$	264,122	$	228,391
Converted Products		74,114		75,154		152,129		147,646
International		52,018		39,799		101,598		82,767
Total	$	262,174	$	231,696	$	517,849	$	458,804
Cost of Sales
Paperboard	$	123,087	$	98,698	$	232,533	$	190,541
Converted Products		68,051		70,629		139,581		138,759
International		44,017		33,017		86,396		69,608
Total	$	235,155	$	202,344	$	458,510	$	398,908
Restructuring
Paperboard	$	215	$	74	$	326	$	185
Converted Products		—		219		—		262
Total	$	215	$	293	$	326	$	447

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

	Three Months Ended October 31,						Six Months Ended October 31,
	2007			2006			2007			2006
SG&A
Paperboard	$	8,149		$	8,287		$	15,937		$	16,392
Converted Products		4,899			5,263			10,024			10,280
International		4,113			3,474			7,787			6,837
Corporate		3,663			3,953			8,053			7,569
Total	$	20,824		$	20,977		$	41,801		$	41,078
Operating Income (Loss)
Paperboard	$	4,591		$	9,684		$	15,326		$	21,273
Converted Products		1,164			(957	)		2,524			(1,655	)
International		3,888			3,308			7,415			6,322
Corporate		(3,663	)		(3,953	)		(8,053	)		(7,569	)
Total	$	5,980		$	8,082		$	17,212		$	18,371

The following table sets forth certain items related to our consolidated statements of operations as a percentage of net sales for the periods indicated. A detailed discussion of the material changes in our operating results is set forth below.

	Three Months ended October 31,				Six Months ended October 31,
	2007		2006		2007		2006
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	89.7		87.3		88.5		86.9
Selling, general and administration expenses	7.9		9.0		8.1		8.9
Restructuring and impairments	0.1		0.1		0.1		0.1
Operating income	2.3		3.5		3.4		4.0
Interest expense	2.8		2.9		2.8		3.0
Income tax expense	0.4		0.6		0.4		0.5
Net (loss) earnings	(0.6	)	0.3		0.7		0.8

Results of Operations

Six Months Ended October 31, 2007 Compared to Six Months Ended October 31, 2006

Overview

Net Sales. Net sales for the six months ended October 31, 2007 were $517.8 million, a $59.0 million, or 13%, increase from $458.8 million in the same six months of 2006. Higher sales prices across all segments were the main reason for the increase, helped by stronger volume in our international converting operations, but were partially offset by lower volumes in both our domestic mills and converting operations. Sales from the German mill acquired in August 2007 accounted for approximately $1.8 million of the sales increase.

Cost of Sales. Cost of sales was $458.5 million for the six-month period ended October 31, 2007 compared to $398.9 million for the same period of the prior year, an increase of 15%, or $59.6 million. A sharp increase in the cost of recovered paper per ton of paperboard produced was the primary reason for the escalation, rising 48% and 30% in our international and domestic mills, respectively. Energy costs per ton of paperboard produced increased 17% in our international mills but decreased slightly in our North American mills. The acquired German mill added $1.6 million to total cost of sales. Non-recurring reductions to costs of sales for the six months ended October 31, 2007 and 2006 were $2.0 million from a state sales-tax related settlement and a $3.3 million gain from the sales of certain air emission credits at one of our California locations, respectively.

Restructuring and Impairments. Restructuring and impairment charges decreased 27%, or $0.1 million, from $0.4 million in the six-month period ended October 31, 2006 to $0.3 million in the same period of 2007. Current year expenses are comprised of costs to exit previously shut down facilities in our Paperboard segment while prior year costs include lease buy-out fees in our Converted Products segment and costs to exit previously shut down locations in our Converted Products and Paperboard segments.

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

Selling, General & Administrative. Selling, General & Administrative (“SG&A) for the six-month periods ended October 31, 2007 and 2006 were $41.8 million and $41.1 million, respectively. The $0.7 million increase came mainly from additional costs associated with the acquired German mill, but was partially offset by lower costs in our North American converting operations due to lower headcount and strike-related costs at one of our plants in the prior year that did not arise in the current year.

Operating Income. Operating income was $17.2 million in the six months ended October 31, 2007, a 6% decrease compared to $18.4 million for the six months ended October 31, 2006. Although price increases were realized across all segments, the elevated costs of recovered paper per ton of paperboard produced, along with higher per-ton energy costs in our international mills, more than offset those gains. Lower North American mill and converting operation volumes also contributed to the decrease.

Paperboard

For the six months ended October 31, 2007, net sales in the Paperboard segment were $264.1 million, $35.7 million, or 16% higher, than $228.4 million in the six months ended October 31, 2006. The driving force for the improvement was the realization of sales price increases on both recovered paper sold to third parties and our recycled paperboard, which rose 37% and 6%, respectively. Volumes of recovered paper sold to third parties remained flat while our mill volumes decreased 3% when comparing the six-month periods ended October 31, 2007 and 2006.

Cost of sales increased 22%, or $42.0 million, in the six months ended October 31, 2007 to $232.5 million from $190.5 million in the six months ended October 31, 2006 mainly due to a 30% increase in the cost of recovered paper per ton of paperboard produced. Energy costs per ton of paperboard produced dropped slightly from $83 per ton to $82 per ton while overall freight costs remained flat. Non-recurring reductions to costs of sales for the six months ended October 31, 2007 and 2006 were $2.0 million from a state sales-tax related settlement and a $3.3 million gain from the sales of certain air emission credits at one of our California locations, respectively.

Restructuring costs increased just over $0.1 million to $0.3 million in the quarter ended October 31, 2007 compared to $0.2 million in the six months ended October 31, 2006. All charges represent costs to exit previously shut down locations.

Our mill utilization rates were 96% during each of the six-month periods ended October 31, 2007 and 2006.

SG&A costs in the six months ended October 31, 2007 decreased $0.5 million, to $15.9 million, compared to the same period in the prior year due to environmental costs incurred in the prior year that did not occur in the current year.

Operating income for the Paperboard segment decreased 28% in the six months ended October 31, 2007 to $15.3 million compared to $21.3 million in the six months ended October 31, 2006. The substantial increase in the cost of recovered paper, along with decreased volumes in our mills and a $1.2 million decrease in non-recurring cost of sales reductions, more than offset the realization of price increases on both recovered paper and our recycled paperboard sold to third parties.

Converted Products

For the six months ended October 31, 2007, net sales in the Converted Products segment were $152.1 million, $4.5 million, or 3%, higher than $147.6 million in the six months ended October 31, 2006. A 7% increase in average sales price more than offset a 4% decrease in volume.

Cost of sales in the six-month period ended October 31, 2007 increased $0.8 million, or less than 1%, to $139.6 million from $138.8 million in the six months ended October 31, 2006 due to a 2% increase in per-ton freight costs and a small increase in labor costs.

There were no restructuring costs in the Converted Products segment during the six months ended October 31, 2007. There were $0.3 million of such charges in the six months ended October 31, 2006, made up of net lease buy-out costs on a facility in Stockton, CA as well as costs to exit previously restructured facilities.

SG&A costs in the six months ended October 31, 2007 were $10.0 million, $0.3 million less than the same period from the prior year. The decrease was the result of lower headcount in the current year as well as the absorption of strike-related costs in the prior year that did not occur in the six months ended October 31, 2007.

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

The Converted Products segment had operating income of $2.5 million versus an operating loss of $1.7 million in the six-month periods ended October 31, 2007 and 2006, respectively. Increased sales prices and no current-year restructuring costs more than offset lower volumes, higher per-ton freight costs and slightly higher labor costs.

International

During the six months ended October 31, 2007, net sales in the International segment increased by 23%, or $18.8 million, to $101.6 million from $82.8 million in the six months ended October 31, 2006. Excluding our recently acquired mill in Germany, which accounted for $1.8 million of the increase, mill sales increased $11.7 million, or 16%, due to a 14% rise in average sales price. Mill volumes remained relatively flat between the two periods. Prices and volumes on our converted products increased 13% and 9%, respectively. The 8% weakening of the US dollar versus the Euro when comparing the six-month periods ended October 31, 2007 and 2006 also contributed to the increase in net sales.

Cost of sales in the International segment was $86.4 million for the six months ended October 31, 2007 as compared to $69.6 million for the same six-month period in the prior year. Of this $16.8 million increase, $15.2 million was from operations excluding the German mill acquired in August, and mainly came from a 48% jump in the cost of recovered paper per ton of paperboard produced. Also contributing to the higher costs were a 17% increase in energy costs per ton of paperboard produced and a 3% rise in per-ton freight costs. Excluding the additional costs from the German mill and the effects of changes in foreign currency exchange rates, cost of sales increased 3%.

SG&A in the International segment was $7.8 million in the six months ended October 31, 2007 compared to $6.8 million in the six months ended October 31, 2006 due to additional costs from the German mill acquired in August, higher sales commissions and the weaker US dollar versus the Euro.

Operating income for the International segment increased 17% in the six months ended October 31, 2007 to $7.4 million from $6.3 million in the six-month period ended October 31, 2006. The increase was driven by higher sales prices on our mill and converted products which more than offset a large increase in the cost of recovered paper per ton of paperboard produced as well as the added costs associated with the German mill acquired in August.

Corporate

Unallocated corporate expense increased by $0.5 million in the six months ended October 31, 2007 to $8.1 million from $7.6 million in the six months ended October 31, 2006 due to higher compensation and relocation costs, along with higher professional fees.

Other Income (Expense)

Interest expense rose from $13.8 million in the six months ended October 31, 2006 to $14.2 million in the same period of 2007, primarily due to increased average outstanding borrowings which rose to $290.7 million for the six months ended October 31, 2007 from $275.2 million for the six months ended October 31, 2006.

Excluding Interest expense, Other income - net increased 51% in the six-month period ended October 31, 2007 to $2.3 million from $1.5 million for the six-month period ended October 31, 2006 due to the receipt of $0.8 million from interest received as part of a state sales-tax related settlement.

Income Tax Expense (Benefit)

Our consolidated tax rate is computed using an annual effect tive rate for each taxable jurisdiction. We record income tax expense related to foreign jurisdictions in which we have taxable income and for certain state taxes. Pre-tax income from foreign jurisdictions has increased approximately $0.7 million to $6.1 million when comparing the six months ended October 31, 2007 and 2006. During the same period, our income tax expense has remained relatively flat primarily due to a decrease in the statutory rate in Spain, where a significant portion of our International operations are located. As a result of recurring tax losses in the United States’ jurisdiction, we have previously established a valuation allowance against our net deferred tax assets, inclusive of net operating losses.

Net Income

In summary, our net income decreased 9% to $3.4 million in the current six-month period compared to $3.7 million for the six-month period ended October 31, 2006. Increased sales prices across all segments could not overcome the sharp escalation of recovered paper costs both in North America and Europe. Also negatively affecting net results were higher energy costs per ton of paperboard produced in Europe, lower domestic mill and converting volumes and a $1.2 million decrease in non-recurring cost of sales reductions in our Paperboard segment.

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

Three Months Ended October 31, 2007 Compared to Three Months Ended October 31, 2006

Overview

Net Sales. Net sales for the quarter ended October 31, 2007 increased 13% to $262.2 million from $231.7 million in the same quarter of the prior year. This improvement is the result of sales price increases across all segments and higher volumes in our European mills and converting operations, partially offset by lower volumes in our North American mills and converting operations. The acquisition of a mill in Germany in August 2007 added $1.8 million to total sales in the current quarter compared to same quarter of the prior year.

Cost of Sales. Cost of sales increased 16%, or $32.8 million, in the quarter ended October 31, 2007 to $235.2 million from $202.3 million for the quarter ended October 31, 2006, $1.6 million of which came from the acquired German mill. Rising recovered paper costs per ton of paperboard produced in both our North American and European mills drove the increase along with higher energy and freight costs in Europe and increased per-ton freight costs in our North American converting operations. Lower volumes in both our North American mill and converting operations partially offset the effects of these elevated costs.

Restructuring and Impairments. Restructuring charges decreased 27% to $0.2 million in the quarter ended October 31, 2007 from $0.3 million during the quarter ended October 31, 2006. Current quarter expenses are comprised of costs to exit previously shut down facilities, while prior year charges include costs to buy out the remaining lease term on a previously shut down facility in our Converted Products segment as well as costs to maintain previously shut down locations.

SG&A. SG&A decreased less than 1% when comparing the quarters ended October 31, 2007 and 2006 due to lower compensation costs.

Operating Income. Operating income for the quarter ended October 31, 2007 was $6.0 million, 26% less than the corresponding period a year earlier, mainly the effect of higher North American and European recovered paper costs along with higher European energy costs. Somewhat offsetting the increased costs were higher sales prices across all segments and lower SG&A and restructuring costs.

Paperboard

Net sales in the Paperboard segment for the three-month period ended October 31, 2007 were $136.0 million, 17%, or $19.3 million, higher than $116.7 million in the same three-month period of the prior year, driven by 41% and 5% increases in the sales prices of our recovered paper sold to third parties and our recycled paperboard products, respectively. Partially offsetting these pricing gains were volume decreases of 4% and 1% in our mills and sales of recovered paper to third parties, respectively.

Cost of sales in the three months ended October 31, 2007 increased 25% to $123.1 million from $98.7 million in the same period of the prior year, propelled by a 33% rise in the cost of recovered paper per ton of paperboard produced, slightly offset by a 2% decrease in energy costs per ton of paperboard produced.

Restructuring costs increased $0.1 million to $0.2 million in the quarter ended October 31, 2007 from $0.1 million in the quarter ended October 31, 2006. All charges represent costs to exit previously shut down locations.

Our mill utilization rates were 96% during each of the quarters ended October 31, 2007 and 2006.

SG&A costs remained relatively stable when comparing the three months ended October 31, 2007 to the same period in the prior year, dropping $0.2 million to $8.1 million from $8.3 million.

Operating income for the Paperboard segment in the quarter ended October 31, 2007 was $4.6 million, $5.1 million less than the quarter ended October 31, 2006. Higher sales prices and a slight decrease in per-ton energy costs could not overcome a dramatic increase in the cost of recovered paper per ton of paperboard produced.

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

Converted Products

For the quarter ended October 31, 2007, net sales in the Converted Products segment were $74.1 million, 1% less than $75.2 million in the quarter ended October 31, 2006, the result of a 10% drop in volume more than offsetting an 8% increase in average sales price.

Cost of sales decreased 4% in the quarter ended October 31, 2007 to $68.1 million compared to $70.6 million during the quarter ended October 31, 2006, mainly due to the drop in volume. Per-ton raw material paperboard costs remained flat when comparing the two periods, though freight costs per ton increased 8% in the current quarter.

There were no restructuring costs in the three months ended October 31, 2007 but there were $0.2 million of such costs in the quarter ended October 31, 2006, predominantly related to the net buyout of the remaining lease term of a previously shut down facility in Stockton, CA.

SG&A decreased 7%, or $0.4 million, from $5.3 million in the quarter ended October 31, 2006 to $4.9 million in the quarter ended October 31, 2007 due to lower headcount and compensation costs, as well as strike-related expenses at one of our plants in 2006 that did not occur in 2007.

The Converted Products segment reported operating income of $1.2 million in the quarter ended October 31, 2007 compared to an operating loss of $1.0 million in the same period of the prior year. The increase in average sales price, along with no restructuring costs in the current quarter versus $0.3 million in the same quarter last year, more than offset lower volumes.

International

Net sales in the International segment in the quarter ended October 31, 2007 increased 31%, or $12.2 million, to $52.0 million compared to $39.8 million in the quarter ended October 31, 2006. A German mill, acquired in August 2007, accounted for $1.8 million of this increase, with the remainder coming from price increases on our converted and mill products of 18% and 17%, respectively. Additionally, volumes in our converting and mill operations, excluding the acquired German mill, increased 12% and 4%, respectively, and the US dollar weakened 12% versus the Euro when comparing the same periods. Excluding the effects of foreign currency exchange, net sales prices increased 5% and 4% on our converted and mill products, respectively.

For the three months ended October 31, 2007, cost of sales in the International segment was $44.0 million, 33% higher than $33.0 million for the quarter ended October 31, 2006. Approximately $1.6 million of this increase is attributable to the operations of the German mill acquisition referred to above, while the remainder of the increase was driven by 50% and 17% increases in the costs of recovered paper and energy, respectively, per ton of paperboard produced, along with a 22% increase in total freight costs. The weaker US dollar in relation to the Euro, as well as the higher volumes noted above, also contributed to the rise in cost of sales.

SG&A costs increased $0.6 million in the quarter ended October 31, 2007 to $4.1 million compared to $3.5 million in the quarter ended October 31, 2006, the result of the German mill acquisition and unfavorable changes in foreign currency exchange rates.

Operating income in the International segment increased 18%, or $0.6 million, to $3.9 million from $3.3 million for the quarters ended October 31, 2007 and 2006, respectively. Higher volumes and sales prices for both our converted and mill products more than offset significant increases in the costs of recovered paper and energy per ton of paperboard produced, along with higher freight costs.

Corporate

Unallocated corporate expense decreased $0.3 million in the current quarter to $3.7 million from $4.0 million in the same quarter of the prior year due to lower compensation costs.

Other (Expense) Income

Interest expense increased to $7.2 million in the quarter ended October 31, 2007 compared to $6.8 million in the quarter ended October 31, 2006, primarily due to higher average outstanding borrowings which increased to $290.2 million from $271.2 million.

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

Excluding interest expense, Other income - net decreased $0.1 million to $0.7 million in the current quarter compared to $0.8 million in the quarter ended October 31, 2006 due to a drop in affiliate earnings.

Income Tax Expense (Benefit)

Our consolidated tax rate is computed using an annual effect tive rate for each taxable jurisdiction. We record income tax expense related to foreign jurisdictions in which we have taxable income and for certain state taxes. Pre-tax income from foreign jurisdictions has remained relatively comparable when comparing the quarters ended October 31, 2007 and 2006. Our income tax expense decreased $0.2 million in the current quarter to $1.0 million from $1.2 million in the same quarter of the prior year primarily due to a decrease in the statutory rate in Spain, where a significant portion of our International operations are located. As a result of recurring tax losses in the United States’ jurisdiction, we have previously established a valuation allowance against our net deferred tax assets, inclusive of net operating losses.

Net Income

In summary, we recorded a net loss of $1.6 million in the quarter ended October 31, 2007 compared to net income of $0.8 million in the same period of the prior year, primarily the result of higher recovered paper costs both in North America and Europe. Higher interest expense and lower volumes in our North American operations also contributed to the net loss, but were partially offset by higher prices across all segments and higher volumes in our European operations.

Liquidity Requirements

Operations. Our current cash requirements for operations consist primarily of expenditures to maintain our mills and plants, purchase inventory, meet operating lease obligations, meet obligations to our lenders and finance working capital requirements, as well as other operating activities. We fund our current cash requirements with cash provided by operations and borrowings under our asset-based and credit-linked facilities. We believe that these sources will be sufficient to meet the current and anticipated cash requirements of our operations for the next twelve months.

Capital Expenditures. Our total capital expenditures were $11.4 million and $9.7 million in the six months ended October 31, 2007 and 2006, respectively. We expect fiscal 2008 capital expenditures to be under $25.0 million.

Borrowings

At October 31, 2007, total debt (consisting of current maturities of debt, our senior credit facility, and other long-term debt, as reported on our condensed consolidated balance sheets) was as follows (in millions):

	October 31, 2007
9.75 % Senior Subordinated Notes due 2014	$	175.0
Asset-based credit facility		17.3
Term loan		15.0
Industrial Revenue Bonds		65.5
Other (1)		18.4
Total debt	$	291.2

(1) See Note 5 to the accompanying condensed consolidated financial statements for the components of this total.

In July 2007, our international subsidiary entered into a new five-year loan in the amount of €5.0 million. Borrowings under this loan bear a variable interest rate of EURIBOR plus 0.75%. Principal and interest payments are required every six months at which point the variable interest rate is reset.

On March 9, 2007, (i) we entered into a five-year asset-based senior secured revolving credit facility whereby the lenders agreed to provide to us a revolving line of credit in the aggregate principal amount of up to $85.0 million (depending on our borrowing base), up to $25.0 million of which may be used for loans directly to our International subsidiary and up to $15.0 million of which may be used for letters of credit, and other financial accommodations, and (ii) we and our domestic subsidiaries entered into a six-year credit-linked facility whereby the credit-linked lenders provided to us a $15.0 million term loan, a $75.0 million credit-linked letter of credit facility, and other financial accommodations. Under the agreement referred to in (i) above, we (a) granted the lenders a first priority lien on all of our accounts receivable and inventory (the “ABL Priority Collateral”) and a second priority lien on

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

substantially all of our other assets, including certain real property, and (b) guaranteed the obligations, under this facility, of an international subsidiary. Under the agreement referred to in (ii) above, we granted the lenders a first priority lien on substantially all of our assets, including certain real property (excluding accounts receivable and inventory), and a second priority lien to the lenders on all ABL Priority Collateral. Borrowings under the asset-based facility bear interest at a rate of prime or the Eurodollar rate plus a credit spread determined based on availability under the facility. The term loan under the credit-linked facility bears interest at a rate of prime plus 1% or the Eurodollar rate plus a credit spread of 2.25%. Letters of Credit are issued under the credit-linked facility primarily to enhance the Company’s multiple IRB issues with the credit spread being the same as the term loan. Subject to meeting certain conditions, we have a one-time option, prior to March 9, 2010, to increase the revolving credit facility by an amount of up to $15.0 million. Likewise, subject to meeting certain conditions, we have a one-time option, prior to March 9, 2010, to increase the credit-linked facility by an amount of up to $10.0 million.

The facilities include financial covenants as follows: (a) if, during any quarter, Excess Availability, as defined under the revolving credit facility, falls below $10.0 million, we must achieve a Fixed Charge Coverage Ratio, as defined in that agreement, of not less than 1.0 to 1.0. and (b) the Senior Leverage Ratio, as defined, for each twelve-month period ending as of each fiscal quarter end shall be less than or equal to 3.0 to 1.0. At October 31, 2007, the Company was in compliance with all financial covenants.

In March 2004, we completed an offering of $175.0 million of 9.75% senior subordinated notes (the “Notes”) with a maturity date of March 12, 2014. We pay interest semi-annually on March 15 and September 15 of each year. We cannot redeem the Notes before March 15, 2009; on or after that date, we may redeem them at specified prices. The Notes rank junior in right of payment to all of our existing and future senior debt and equal in right of payment with all of our existing and future senior subordinated debt. The Notes are not guaranteed by any of our subsidiaries, and therefore are effectively subordinated to all liabilities of our subsidiaries. If we experience certain changes of control, we must offer to purchase the Notes at 101% of their face amount, plus accrued interest.

Aggregate annual principal payments applicable to debt for the next five years and thereafter will be as follows (in millions):

Year Ending April 30,	Total
2008 (1)	$	3.7
2009		4.4
2010		4.6
2011		4.7
2012 (2)		22.2
Thereafter (3)		251.6
	$	291.2

⁽¹⁾ Represents remaining obligations for the fiscal year ended April 30, 2008.

⁽²⁾ Includes $17.3 million due under the asset-based credit facility.

⁽³⁾ Includes $15.0 million due under the term loan.

We are party to a series of cross-currency interest rate swap agreements (the “2001 Swaps”) with a member of our bank group that had been designated as a cash flow hedge against an existing intercompany loan to our European subsidiary. Effective May 1, 2007, we de-designated the 2001 Swaps as hedges. With this de-designation, the amount in other comprehensive income at that point, $0.2 million, will be reclassified into earnings over the life of the original agreements, which are scheduled to terminate in September 2009. At October 31, 2007 and April 30, 2007, the fair value of the 2001 Swaps represented a liability of $11.3 million and $14.8 million, respectively. During the quarter ended July 31, 2007, in relation to a second intercompany loan with our European subsidiary, we entered into another swap agreement, that was not designated as a hedge, which represented a liability of $1.5 million as of October 31, 2007.

Additionally, in our effort to manage costs, we, at varying times, utilize energy and raw material price hedges. At October 31, 2007, the fair value of these hedges was a liability of approximately $1.2 million, which was entirely energy related.

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

Cash Flow

Net cash provided by operating activities

During the six-month period ended October 31, 2007, we generated $28.4 million of cash from operations, $0.8 million less than $29.2 million we generated in the same six-month period of the prior year. This decrease is the result of the following: (i) $1.4 million less in dividends received from equity investments in affiliates, (ii) $1.0 million more of prepaid property insurance premiums and software licensing fees and (iii) a $0.3 million negative change in net earnings partially offset by the current year receipt of $1.9 million from the surrender of a life insurance policy.

Net cash used in investing activities

In the six months ended October 31, 2007 and 2006, we used $13.2 million and $9.4 million of cash, respectively, in investing activities. This increase in the current year was primarily the result of $1.7 million of additional capital expenditures, primarily made in our International segment, and $1.6 million of costs related to the acquisition of a German mill in August 2007.

Net cash used in financing activities

In the six months ended October 31, 2007 we used cash in financing activities of $6.2 million compared to $17.4 million in the same period of the prior year. The current six-month period includes an $8.9 million decrease in net debt repayments compared to the prior year as well as a decrease to changes in cash overdrafts of $2.2 million.

Seasonality

Certain of our products are used by customers in the packaging of food products, primarily fruits and vegetables. Due principally to the seasonal nature of certain of these products, sales of our products to these customers have varied from quarter to quarter. In addition, poor weather conditions that reduce crop yields of packaged food products and adversely affect customer demand for food containers can adversely affect our revenues and our operating results. The sales volumes of certain of our converted products can also vary from quarter to quarter, partly due to the increased production of textbooks and binders before the beginning of the school year, as well as the production of board games and other products before the start of the Christmas season. Our overall level of sales and operating profit have historically been lower in our third quarter, ended January 31, due in part to the cyclicality of the demand for our products as well as closures by us and our customers for the Thanksgiving, Christmas and New Year’s holidays.

Inflation

Increases in raw material and energy prices have had, and continue to have, a material negative effect on our operations. We do not believe that general economic inflation is a significant determinant of our raw material price increases or that it has a material effect on our operations.

Critical Accounting Policies

Our accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information, which require management to make estimates that affect the amounts of revenues, expenses, assets and liabilities reported. The following are critical accounting matters which are both very important to the portrayal of our financial condition and results and which require some of management’s most difficult, subjective and complex judgments. The accounting for these matters involves the making of estimates based on current facts, circumstances and assumptions which, in management’s judgment, could change in a manner that would materially affect management’s future estimates with respect to such matters and, accordingly, could cause future reported financial condition and results to differ materially from the financial condition and results reported based on management’s current estimates. Changes in these estimates are recorded when better information is known. There have been no material changes in our critical accounting policies during the six-month period ended October 31, 2007.

Pension

Our defined benefit pension plans are accounted for in accordance with FAS No. 87, “Employers’ Accounting for Pensions.” The determination of pension obligations and expense is dependent upon our selection of certain assumptions, the most significant of which are the discount rates used to discount plan liabilities, the expected long-term rate of return on plan assets and the level of compensation increases. Our assumptions are described in Note 14 to our Annual Report on

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

Form 10-K for the year ended April 30, 2007. At April 30, 2007, the discount rate was lowered to 6.0% from 6.3%. A 1.0% change in this discount rate would create an impact to the statement of operations of approximately $1.2 million. The discount rate is based upon the demographics of the plan participants as well as benchmarking a certain index, e.g. Citigroup Pension Liability Index. To determine our expected long-term rate of return on plan assets, we evaluate criteria such as asset allocation, historical returns by asset class, historical returns of our current pension portfolio managers and management’s expectation of the economic environment. Based upon this methodology, the expected long-term rate of return on assets was 8.8% as of April 30, 2007. A 1% change in the long-term rate of return on plan assets would create an impact to the statement of operations of approximately $0.9 million. The level of compensation increase is established by management, and has the smallest direct impact of the three assumptions on the statement of operations. A 0.5% change in this compensation rate would create an impact to the statement of operations of approximately $0.3 million. Pension expense was $4.7 million in 2006, $3.0 million in 2007 and is expected to be approximately $2.0 million in 2008.

Goodwill

We perform a goodwill impairment test at least annually. See Note 1 to our Annual Report on Form 10-K for the year ended April 30, 2007 for additional information regarding our goodwill accounting. Our judgments regarding the existence of impairment indicators are based on a number of factors including market conditions and operational performance of our businesses. Future events could cause us to conclude that impairment indicators exist and that goodwill associated with our businesses is impaired. Evaluating the impairment of goodwill also requires us to estimate future operating results and cash flows, which also require judgment by management. Any resulting impairment loss could have a material adverse effect on our financial condition and results of operations.

Accounts Receivable

Our policy with respect to trade and notes receivables is to maintain an adequate allowance or reserve for doubtful accounts for estimated losses from the inability of our customers to make required payments. For specific accounts on which we have information that the customer may be unable to meet its financial obligation, (e.g. bankruptcy), a provision is recorded at time of occurrence. For all other accounts in our International Segment, customer invoices are specifically reserved once the invoice remains unpaid at 180 days past due date. For all other accounts domestically, percentages are applied to all receivables based up the age of the specific invoices. The older invoices (e.g., all amounts greater than 90 days) receive a larger percentage of allowance, based upon management’s best estimate. Another percentage, based upon management’s best estimate, is applied to the remaining receivable balance. A total reserve is calculated in this manner and is compared to historical experience. If collections were to slow by seven days, there would be an increase in this reserve of $0.3 million. If the financial condition of our customers were to deteriorate and result in an inability for them to make their payments, additional allowances may be required.

Environmental Matters

We are subject to extensive federal, state and local environmental laws and regulations, including those that relate to air emissions, wastewater discharges, solid and hazardous waste management and disposal and site remediation. Concerning environmental claims, we record any liabilities and disclose the required information in accordance with FAS 5, “Accounting for Contingencies”, Statement of Position 96-1, “Environmental Remediation Liabilities” and FAS 143, “Accounting for Asset Retirement Obligations.” Additionally, from time to time, we may be identified, along with other entities, as being among parties potentially responsible for contribution to costs associated with the investigation, correction and remediation of environmental conditions at disposal sites subject to federal and/or analogous state laws. Costs associated with environmental obligations are accrued when such costs are probable and reasonably estimable. Such accruals are adjusted as further information develops or circumstances change. Estimates of costs for future environmental compliance and remediation are necessarily imprecise due to such factors as the continuing evolution of environmental laws and regulatory requirements, the availability and application of technology, the identification of currently unknown remediation sites and the allocation of costs among the potentially responsible parties under applicable statutes. Costs of future expenditures for environmental remediation obligations are discounted to their present value when the amount and timing of expected cash payments are reliably determinable.

Income Taxes

Pursuant to FAS 109 “Accounting for Income Taxes” (“FAS 109”), we provide for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are expected to reverse.

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

We assess the need to record a valuation allowance, which is determined through the process of projecting our net deferred tax assets while factoring in tax planning strategies, based upon a computation of normalized earnings and the resultant expected utilization of those net deferred tax assets. Under FAS 109, a valuation allowance is required when it is more likely than not that some portion of the net deferred tax assets will not be realized. Realization is dependant upon, among other things, the generation of future taxable income and tax management strategies.

As of October 31, 2007, we had a full valuation allowance on our deferred tax assets for US federal and state income tax purposes. We also have full valuation allowances against net assets of certain foreign jurisdictions. We will maintain such allowance until positive earnings are recorded in several consecutive reporting periods. We will continue to evaluate our valuation allowance on a quarterly basis.

As of May 1, 2007, we adopted FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes: an interpretation of FASB Statement 109” (“FIN 48”). This interpretation provides that the tax effects from an uncertain tax position can be recognized in the financial statements only if it is more likely than not that the position would be sustained on audit, based on the technical merits of the position. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. Interest costs and penalties related to income taxes are classified as income tax expense in our financial statements.

Impairment of Long-Lived Assets

We periodically evaluate long-lived assets, including property, plant and equipment and definite lived intangible assets whenever events or changes in conditions may indicate that the carrying value may not be recoverable. Factors that management considers important that could initiate an impairment review include the following:

• Significant operating losses;

• Significant declines in demand for a product where an asset is only able to produce that product;

• Assets that are idled; and

• Assets that are likely to be divested.

The impairment review requires management to estimate future undiscounted cash flows associated with an asset or asset group expected to result from the use and eventual disposition of the asset or asset group. Estimating future cash flows requires management to make judgments regarding future economic conditions, product demand and pricing. Although we believe our estimates are appropriate, significant differences in the actual performance of the asset or asset group may materially affect our asset values and results of operations. An impairment loss shall be recognized if the carrying amount of the long-lived asset or asset group exceeds fair value as determined by the sum of the undiscounted cash flows. For additional information, see Note 10 to our Annual Report on Form 10-K for the year ended April 30, 2007.

Item 3. Quantitative And Qualitative Disclosure About Market Risk

We are exposed to market risk from changes in foreign exchange rates, interest rates and the costs of raw materials used in our production processes. To reduce such risks, we selectively use financial instruments.

The following risk management discussion and the estimated amounts generated from the sensitivity analyses are forward-looking statements of market risks, assuming that certain adverse market conditions occur. Actual results in the future may differ materially from those projected results due to actual developments in the global financial markets. The analysis used to assess and mitigate risks discussed below should not be considered projections of future events or losses.

Commodity Prices: The markets for our recovered paper products, particularly Old Corrugated Containers (“OCC”), are highly cyclical and affected by such factors as global economic conditions, demand for paper, municipal recycling programs, changes in industry production capacity and inventory levels. These factors all have a significant impact on selling prices and our profitability. We estimate that a 10% increase in the price of recovered paper, with no corresponding increase in the prices of finished products, would have approximately an $18.9 million negative effect on our operating income on an annual basis, although this would be slightly mitigated by our sale of recovered paper to third party customers.

Energy prices are also highly cyclical. We estimate that a 10% increase in our energy costs with no corresponding increase in the prices of finished products would have approximately a $10.4 million negative effect on our operating income on an annual basis. We attempt to partially hedge our energy price risk by buying forward contracts for some of our future energy requirements.

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

Interest Rates/Cross-Currency Interest Rate Swaps: We are party to a series of cross-currency interest rate swap agreements (the “2001 Swaps”) with a member of our bank group that had been designated as a cash flow hedge against an existing intercompany loan to our European subsidiary. Effective May 1, 2007, we de-designated the 2001 Swaps as hedges. With this de-designation, the amount in other comprehensive income, $0.2 million, will be reclassified into earnings over the life of the original agreements, which are scheduled to terminate in September 2009. Despite this accounting-based de-designation, economic coverage of the exposure to changes in the Euro to US dollar exchange rates remains as the interest rate derivative instruments remain in effect, only hedge accounting ceases. At October 31, 2007, the fair value of the 2001 Swaps represented a liability of $11.3 million. During the first quarter of fiscal 2008, in relation to a second intercompany loan with our European subsidiary, we entered into another swap agreement that was not designated as a hedge, which represented a liability of $1.5 million as of October 31, 2007. As a result of derivative activities during the six months ended October 31, 2007, we recognized a loss of $0.4 million; in the same period of 2006, we recognized a minimal loss. We do not expect a material amount to be reclassified from other comprehensive income to earnings to offset recognition of gains and losses on the intercompany loan in the next twelve months.

We could be exposed to future changes in interest rates. Our senior secured revolving credit facility bears interest at a variable rate, as do our industrial revenue bonds. Interest rate changes impact the amount of our interest payments and, therefore, our future earnings and cash flows, assuming other factors are held constant. We estimate that if interest rates were to increase by 10%, or approximately 50 basis points, it would have approximately a $0.6 million negative effect on net earnings on an annual basis.

We do not otherwise have any involvement with derivative financial instruments and do not use them for trading purposes.

Item 4. Controls and Procedures.

(a) Disclosure controls and procedures.

As of October 31, 2007, our management, including the principal executive officer and principal financial officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) related to the recording, processing, summarization and reporting of information in our reports that we file with the SEC. These disclosure controls and procedures have been designed to ensure that material information relating to us, including our subsidiaries, is made known to our management, including these officers, by other of our employees, and that this information is recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the SEC’s rules and forms. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Our controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.

Based on their evaluation as of October 31, 2007, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to reasonably ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

(b) Changes in internal controls over financial reporting.

The Company continually seeks ways to improve the effectiveness and efficiency of its internal controls over financial reporting, resulting in frequent process refinement. As such, during the second quarter of fiscal 2008, the Company implemented an upgrade of its financial and consolidation systems, accomplished through the installation of a more current version of its existing software; these changes are not the result of any identified deficiencies in the previous systems. The Company has reviewed these implementation efforts, as well as the impact on our internal control over financial reporting and, where appropriate, made changes to internal control over financial reporting to address the system upgrades.

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are party to various claims, legal actions, complaints and administrative proceedings, including workers’ compensation claims, arising in the ordinary course of business. In our opinion, the ultimate disposition of these matters will not have a material effect on our financial condition, results of operations or cash flows.

The Massachusetts Attorney General’s Office has asserted that the Company, at one or more of its Massachusetts mills, exceeded permitted air emissions, failed to accurately report certain emissions, and failed to submit certain required monitoring and compliance reports. In September 2007, the Company executed an agreement to settle these allegations by paying $600 and agreeing to certain injunctive relief. The $600, which was paid on November 7, 2007, had been accrued by April 30, 2007, with such amounts being recorded in the Selling, general and administrative line on the condensed consolidated statements of operations.

By letters dated February 14, 2006 and June 2, 2006, the United States Environment Protection Agency (“EPA”) notified the Company of its potential liability relating to the Lower Passaic River Study Area (“LPRSA”), which is part of the Diamond Alkali Superfund Site, under Section 107(a) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980. The Company is one of at least 70 potentially responsible parties (“PRPs”) identified thus far. The EPA alleges that hazardous substances were released from the Company’s now-closed Newark, NJ paperboard mill into the Lower Passaic River. The EPA informed the Company that it may be potentially liable for response costs that the government may incur relating to the study of the LPRSA and for unspecified natural resource damages. The EPA demanded that the Company pay $2,830 in unreimbursed past response costs on a joint and several liability basis. Alternatively, the EPA gave the Company the opportunity to obtain a release from these past response costs by joining the Cooperating Parties Group (the “Group”) and agreeing to fund an environmental study by the EPA; the Company subsequently joined the Group. In 2006, the EPA notified the Group that the cost of the study would exceed its initial estimates and offered the Group the opportunity to conduct the study by itself rather than reimburse the government for the additional costs incurred. The Group engaged in discussions with the EPA and the Group agreed to assume responsibility for the study pursuant to an Administrative Order on Consent. Cumulatively, as of October 31, 2007 and based upon the most recent estimates for the study, the Company has expensed $688 (none of which was expensed in the six months ended October 31, 2007), of which $365 remains accrued.

Additionally, by letter dated August 2, 2007, the National Oceanic and Atmospheric Administration (“NOAA”) of the United States Department of Commerce sent a letter to the Company and other companies identified as PRPs notifying them that it intended to perform an assessment of injuries to natural resources in connection with the release of hazardous substances at or from the Diamond Alkali Superfund Site. In this letter, NOAA invited all of the identified PRPs, including the Company, to participate in the development and performance of this assessment. The Cooperating Parties Group, which includes the Company, has not agreed to participate.

Due to uncertainties inherent in these matters, management is unable to estimate the Company’s potential exposure, including possible remediation or other environmental responsibilities that may result from these matters at this time; such information is not expected to be known for a number of years. These uncertainties primarily include the completion and outcome of the environmental studies and the percentage of contamination/assessment of natural resource damage, if any, ultimately determined to be attributable to the Company and other parties. It is possible that the Company’s ultimate liability resulting from these issues could be material.

ITEM 1A. RISK FACTORS

No changes

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable

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THE NEWARK GROUP, INC. AND SUBSIDIARIES

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

(a) None

(b) None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS

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.

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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.

	THE NEWARK GROUP, INC.
Date: December 13, 2007
	By:	/s/ Robert H. Mullen
		Robert H. Mullen
		Chief Executive Officer, President and Chairman of the Board
		(Principal Executive Officer)
Date: December 13, 2007
	By:	/s/ Joseph E. Byrne
		Joseph E. Byrne
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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