10-Q 1 a11-14096_110q.htm 10-Q

Table of Contents

 

 

 

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 June 30, 2011

 

OR

 

o

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

 

For the transition period from           to           

 

Commission File Number: 001-32240

 

NEENAH PAPER, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

20-1308307

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

3460 Preston Ridge Road
Alpharetta, Georgia

 

30005

(Address of principal executive offices)

 

(Zip Code)

 

(678) 566-6500

(Registrant’s telephone number, including area code)

 

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

 

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

 

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. (Check one):

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

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

 

As of July 29, 2011, there were approximately 14,990,000 shares of the Company’s common stock outstanding.

 

 

 




Table of Contents

 

Part I—FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

NEENAH PAPER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except share and per share data)

(Unaudited)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Net sales

 

$

182.9

 

$

168.6

 

$

355.6

 

$

335.9

 

Cost of products sold

 

149.4

 

136.4

 

288.9

 

271.4

 

Gross profit

 

33.5

 

32.2

 

66.7

 

64.5

 

Selling, general and administrative expenses

 

18.0

 

18.7

 

35.0

 

35.0

 

Loss on retirement of bonds

 

 

 

2.4

 

 

Other income - net

 

(0.2

)

(0.2

)

(1.2

)

(0.6

)

Operating income

 

15.7

 

13.7

 

30.5

 

30.1

 

Interest expense - net

 

3.7

 

5.0

 

8.2

 

10.7

 

Income from continuing operations before income taxes

 

12.0

 

8.7

 

22.3

 

19.4

 

Provision for income taxes

 

4.2

 

2.4

 

7.5

 

5.8

 

Income from continuing operations

 

7.8

 

6.3

 

14.8

 

13.6

 

Income (loss) from discontinued operations, net of income taxes (Note 4)

 

 

 

(0.1

)

134.6

 

Net income

 

$

7.8

 

$

6.3

 

$

14.7

 

$

148.2

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Common Share

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.52

 

$

0.43

 

$

0.98

 

$

0.92

 

Discontinued operations

 

 

 

(0.01

)

9.11

 

 

 

$

0.52

 

$

0.43

 

$

0.97

 

$

10.03

 

Diluted

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.49

 

$

0.41

 

$

0.94

 

$

0.88

 

Discontinued operations

 

 

 

(0.01

)

8.73

 

 

 

$

0.49

 

$

0.41

 

$

0.93

 

$

9.61

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding (in thousands)

 

 

 

 

 

 

 

 

 

Basic

 

14,943

 

14,735

 

14,899

 

14,715

 

Diluted

 

15,651

 

15,527

 

15,597

 

15,367

 

Cash Dividends Declared Per Share of Common Stock

 

$

0.11

 

$

0.10

 

$

0.22

 

$

0.20

 

 

See Notes to Condensed Consolidated Financial Statements

 

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Table of Contents

 

NEENAH PAPER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

 

 

 

June 30, 2011

 

December 31, 2010

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

2.0

 

$

48.3

 

Marketable securities

 

7.3

 

 

Accounts receivable (less allowances of $2.6 million and $1.9 million)

 

92.3

 

70.7

 

Inventories

 

79.6

 

69.4

 

Deferred income taxes

 

24.2

 

19.5

 

Prepaid and other current assets

 

13.5

 

14.1

 

Total Current Assets

 

218.9

 

222.0

 

Property, Plant and Equipment, at cost

 

596.1

 

568.5

 

Less accumulated depreciation

 

324.3

 

306.6

 

Property, plant and equipment—net

 

271.8

 

261.9

 

Deferred Income Taxes

 

32.6

 

43.1

 

Goodwill

 

45.1

 

41.5

 

Intangible Assets—net

 

24.9

 

24.0

 

Other Assets

 

9.7

 

14.2

 

TOTAL ASSETS

 

$

603.0

 

$

606.7

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Debt payable within one year

 

$

20.7

 

$

13.6

 

Accounts payable

 

36.5

 

30.4

 

Accrued expenses

 

55.0

 

48.1

 

Total Current Liabilities

 

112.2

 

92.1

 

Long-term Debt

 

185.5

 

231.3

 

Deferred Income Taxes

 

19.4

 

19.4

 

Noncurrent Employee Benefits

 

93.4

 

102.7

 

Other Noncurrent Obligations

 

1.9

 

2.0

 

TOTAL LIABILITIES

 

412.4

 

447.5

 

Contingencies and Legal Matters (Note 10)

 

 

 

 

 

TOTAL STOCKHOLDERS’ EQUITY

 

190.6

 

159.2

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

603.0

 

$

606.7

 

 

See Notes to Condensed Consolidated Financial Statements

 

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Table of Contents

 

NEENAH PAPER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

 

 

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

14.7

 

$

148.2

 

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

 

 

 

 

 

Depreciation and amortization

 

15.6

 

15.5

 

Stock-based compensation

 

2.2

 

2.5

 

Excess tax benefit from stock-based compensation

 

(0.6

)

 

Deferred income tax provision

 

4.3

 

31.8

 

Loss on retirement of bonds

 

2.4

 

 

Gain on sale of the Woodlands (Note 4)

 

 

(74.1

)

Reclassification of cumulative translation adjustments related to investments in Canada (Note 3 and Note 4)

 

 

(87.9

)

Loss on asset dispositions

 

 

0.1

 

Increase in working capital

 

(19.9

)

(2.8

)

Pension and other postretirement benefits

 

(3.5

)

(4.1

)

Other

 

(0.7

)

(0.5

)

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

14.5

 

28.7

 

INVESTING ACTIVITIES

 

 

 

 

 

Capital expenditures

 

(12.9

)

(4.7

)

Net proceeds from sale of the Woodlands

 

 

78.0

 

Purchase of marketable securities

 

(3.7

)

 

Other

 

0.6

 

0.5

 

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

 

(16.0

)

73.8

 

FINANCING ACTIVITIES

 

 

 

 

 

Proceeds from issuance of long-term debt

 

27.8

 

 

Debt issuance costs

 

(0.4

)

 

Repayments of long-term debt

 

(75.9

)

(68.6

)

Short-term borrowings

 

8.1

 

4.7

 

Repayments of short-term debt

 

(2.4

)

(9.3

)

Proceeds from exercise of stock options

 

1.1

 

0.3

 

Excess tax benefit from stock-based compensation

 

0.6

 

 

Cash dividends paid

 

(3.3

)

(2.9

)

Other

 

(0.5

)

(0.2

)

NET CASH USED IN FINANCING ACTIVITIES

 

(44.9

)

(76.0

)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

 

0.1

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

(46.3

)

26.5

 

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

 

48.3

 

5.6

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

2.0

 

$

32.1

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

Cash paid during period for interest, net of interest expense capitalized

 

$

8.5

 

$

9.8

 

Cash paid (received) during period for income taxes

 

$

1.6

 

$

(0.1

)

Non-cash investing activities:

 

 

 

 

 

Liability for equipment acquired

 

$

1.1

 

$

0.8

 

 

See Notes to Condensed Consolidated Financial Statements

 

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Table of Contents

 

NEENAH PAPER, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, except as noted)

 

Note 1.  Background and Basis of Presentation

 

Background

 

Neenah Paper, Inc. (“Neenah” or the “Company”), is a Delaware corporation incorporated in April 2004. The Company has two primary operations: its technical products business and its fine paper business.

 

The technical products business is an international producer of transportation and other filter media; durable, saturated and coated substrates for a variety of end uses and nonwoven wall coverings. The fine paper business is a producer of premium writing, text, cover and specialty papers used in a variety of high-end commercial print applications, including marketing materials, corporate identity packages, personal stationery, labels and high-end packaging.

 

In March 2010, the Company’s wholly owned subsidiary, Neenah Paper Company of Canada (“Neenah Canada”) sold approximately 475,000 acres of woodland assets in Nova Scotia (the “Woodlands”) to Northern Timber Nova Scotia Corporation, an affiliate of Northern Pulp Nova Scotia Corporation (collectively, “Northern Pulp”). The sale resulted in the substantially complete liquidation of the Company’s investment in Neenah Canada.  In accordance with Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters (“ASC Topic 830”), cumulative currency translation adjustments attributable to the Company’s Canadian subsidiaries were reclassified into earnings and recognized as part of the gain on sale. See Note 4, “Discontinued Operations.”

 

For the three and six months ended June 30, 2011 and 2010, discontinued operations reported on the condensed consolidated statements of operations include the gain on sale of the Woodlands, the reclassification of cumulative currency translation adjustments attributable to the Company’s Canadian subsidiaries into earnings and certain costs related to our former Canadian operations.  See Note 4, “Discontinued Operations.”

 

Basis of Consolidation and Presentation

 

These statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, in accordance with those rules and regulations, do not include all information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  Management believes that the disclosures made are adequate for a fair presentation of the Company’s results of operations, financial position and cash flows. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the results of operations, financial position and cash flows for the interim periods presented herein.  The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make extensive use of estimates and assumptions that affect the reported amounts and disclosures.  Actual results may vary from these estimates.

 

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K.  The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year.  The Company’s investments in marketable securities are accounted for as “available-for-sale securities” in accordance with ASC Topic 320, Investments—Debt and Equity Securities (“ASC Topic 320”).  Pursuant to ASC Topic 320, marketable securities are reported at fair value on the condensed consolidated balance sheet and unrealized holding gains and losses are reported in other comprehensive income until realized upon sale. As of June 30, 2011, the cost and fair value of the Company’s marketable securities was $7.2 million and $7.3 million, respectively.

 

The condensed consolidated financial statements of Neenah and its subsidiaries included herein are unaudited, except for the December 31, 2010 condensed consolidated balance sheet, which was derived from audited financial statements.  The condensed consolidated financial statements include the financial statements of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated from the consolidated financial statements.

 

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Table of Contents

 

Earnings (Loss) per Share (“EPS”)

 

The Company computes basic earnings per share (“EPS”) in accordance with ASC Topic 260, Earnings Per Share (“ASC Topic 260”).  In accordance with ASC Topic 260, share-based awards with non-forfeitable dividends are classified as participating securities. In calculating basic earnings per share, this method requires net income to be reduced by the amount of dividends declared in the current period for each participating security and by the contractual amount of dividends or other participation payments that are paid or accumulated for the current period. Undistributed earnings for the period are allocated to participating securities based on the contractual participation rights of the security to share in those current earnings assuming all earnings for the period are distributed. Holders of restricted stock and restricted stock units (“RSUs”) have contractual participation rights that are equivalent to those of common stockholders. Therefore, the Company allocates undistributed earnings to restricted stock, RSUs and common stockholders based on their respective average ownership percentages for the period.

 

ASC Topic 260 also requires companies with participating securities to calculate diluted earnings per share using the “Two-Class” method. The “Two-Class” method requires the denominator to include the weighted average basic shares outstanding along with the additional share equivalents from the assumed conversion of stock options calculated using the “Treasury Stock” method, subject to the anti-dilution provisions of ASC Topic 260.

 

Diluted EPS was calculated to give effect to all potentially dilutive common shares using the “Treasury Stock” method. Outstanding stock options, stock appreciation rights (“SARS”) and target performance unit awards (“Performance Units”) represent the only potentially dilutive non-participating security effects on the Company’s weighted-average shares.  For the three and six months ended June 30, 2011 approximately 1,340,000 and 1,358,000 potentially dilutive stock-based compensation awards, respectively, were excluded from the computation of dilutive common shares because the exercise price of such options exceeded the average market price of the Company’s common stock for the period the options were outstanding.  For the three and six months ended June 30, 2010 approximately 1,510,000 and 1,565,000 potentially dilutive stock-based compensation awards, respectively, were excluded from the computation of dilutive common shares.

 

The following table presents the computation of basic and diluted EPS (dollars in millions except per share amounts, shares in thousands):

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Income from continuing operations

 

$

7.8

 

$

6.3

 

$

14.8

 

$

13.6

 

Distributed and undistributed amounts allocated to participating securities

 

(0.1

)

 

(0.2

)

(0.1

)

Income from continuing operations available to common stockholders

 

7.7

 

6.3

 

14.6

 

13.5

 

Income (loss) from discontinued operations, net of income taxes

 

 

 

(0.1

)

134.6

 

Undistributed amounts allocated to participating securities

 

 

 

 

(0.5

)

Net income available to common stockholders

 

$

7.7

 

$

6.3

 

$

14.5

 

$

147.6

 

 

 

 

 

 

 

 

 

 

 

Weighted-average basic shares outstanding

 

14,943

 

14,735

 

14,899

 

14,715

 

Add: Assumed incremental shares under stock compensation plans

 

708

 

792

 

698

 

652

 

Weighted-average diluted shares

 

15,651

 

15,527

 

15,597

 

15,367

 

 

 

 

 

 

 

 

 

 

 

Earnings (Loss) Per Common Share

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.52

 

$

0.43

 

$

0.98

 

$

0.92

 

Discontinued operations

 

 

 

(0.01

)

9.11

 

 

 

$

0.52

 

$

0.43

 

$

0.97

 

$

10.03

 

Diluted

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.49

 

$

0.41

 

$

0.94

 

$

0.88

 

Discontinued operations

 

 

 

(0.01

)

8.73

 

 

 

$

0.49

 

$

0.41

 

$

0.93

 

$

9.61

 

 

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Table of Contents

 

Note 2.  Accounting Standard Changes

 

In June 2011, the Financial Accounting Standards Board issued Accounting Standards Update No. 2011-05 (“ASU No. 2011-05”) which amends ASC Topic 220, Comprehensive Income.  ASU Topic No. 2011-05 gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In each instance, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU No. 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. ASU No. 2011-05 does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The Company will adopt ASU No. 2011-05 in its annual financial statements for the year ended December 31, 2011.  The adoption of ASU No. 2011-05 will not affect the Company’s financial position, results of operations or cash flows.

 

As of June 30, 2011, no other amendments to the ASC had been issued that will have or are reasonably likely to have a material effect on the Company’s financial position, results of operations or cash flows.

 

Note 3.  Comprehensive Income (Loss)

 

Comprehensive income (loss) includes, in addition to net income (loss), gains and losses recorded directly into stockholders’ equity on the condensed consolidated balance sheet. These gains and losses are referred to as other comprehensive income items. Accumulated other comprehensive income (loss) consists of foreign currency translation gains and (losses), unrealized deferred gains and (losses) on “available-for-sale” securities and adjustments related to pensions and other post-retirement benefits. The Company does not provide income taxes for foreign currency translation adjustments related to indefinite investments in foreign subsidiaries. The sale of the Woodlands resulted in the substantially complete liquidation of the Company’s investment in Neenah Canada. In accordance with ASC Topic 830, for the three months ended March 31, 2010, $87.9 million of cumulative currency translation adjustments attributable to the Company’s Canadian subsidiaries were reclassified into earnings and recognized as part of the gain on sale of the Woodlands.  As of June 30, 2011 and December 31, 2010, accumulated other comprehensive losses were $0.9 million and $17.5 million, respectively.

 

The following table presents the components of comprehensive income (loss):

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Net income

 

$

7.8

 

$

6.3

 

$

14.7

 

$

148.2

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Unrealized foreign currency translation gain (loss)

 

4.0

 

(17.3

)

15.7

 

(29.9

)

Reclassification of cumulative translation adjustments related to investments in Canada

 

 

 

 

(87.9

)

Unrealized deferred gain on “available-for-sale” securities

 

0.1

 

 

0.1

 

 

Adjustments to pension and other post-employment benefit liabilities, net of income taxes

 

0.4

 

(1.3

)

0.8

 

(1.0

)

Total other comprehensive income (loss)

 

4.5

 

(18.6

)

16.6

 

(118.8

)

Comprehensive income (loss)

 

$

12.3

 

$

(12.3

)

$

31.3

 

$

29.4

 

 

Note 4.  Discontinued Operations

 

In March 2010, Neenah Canada sold the Woodlands to Northern Pulp, for C$82.5 million ($78.6 million). The sale resulted in a pre-tax gain, net of fees and other transaction costs, of $74.1 million. The sale resulted in the substantially complete liquidation of the Company’s investment in Neenah Canada.  In accordance with ASC Topic 830, $87.9 million of cumulative currency translation adjustments attributable to the Company’s Canadian subsidiaries were reclassified into earnings and recognized as part of the gain on sale of the Woodlands. The sale of the Woodlands represented the cessation of the Company’s operating activities in Canada; however, the Company will have certain continuing post-employment benefit obligations related to its Canadian operations.

 

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Table of Contents

 

In June 2008, Neenah Canada sold the Pictou Mill to Northern Pulp. In conjunction with the sale of the Pictou Mill, the Company entered into a stumpage agreement (the “Stumpage Agreement”) which allowed Northern Pulp to harvest an average of approximately 400,000 metric tons of softwood timber annually from the Woodlands.  The Stumpage Agreement was terminated in March 2010 in conjunction with the sale of the Woodlands.  For the three months ended March 31, 2010, the Company recognized revenue of approximately $1.4 million related to timber sales pursuant to the Stumpage Agreement.

 

The following table summarizes the results of discontinued operations:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Net sales (a)

 

$

 

$

 

$

 

$

1.4

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations before income taxes

 

$

(0.1

)

$

(0.3

)

$

(0.2

)

$

1.1

 

Gain on disposal of the Woodlands

 

 

 

 

74.1

 

Reclassification of cumulative translation adjustments related to investments in Canada

 

 

 

 

87.9

 

Gain on disposal

 

 

 

 

162.0

 

Income (loss) before income taxes

 

(0.1

)

(0.3

)

(0.2

)

163.1

 

(Provision) benefit for income taxes

 

0.1

 

0.3

 

0.1

 

(28.5

)

Income (loss) from discontinued operations, net of income taxes

 

$

 

$

 

$

(0.1

)

$

134.6

 

 


(a)          Represent timber sales pursuant to the Stumpage Agreement.

 

Note 5.  Supplemental Balance Sheet Data

 

The following presents inventories by major class:

 

 

 

June 30, 2011

 

December 31, 2010

 

Inventories by major class:

 

 

 

 

 

Raw materials

 

$

21.9

 

$

18.5

 

Work in progress

 

15.0

 

13.3

 

Finished goods

 

54.6

 

48.2

 

Supplies and other

 

1.7

 

1.7

 

 

 

93.2

 

81.7

 

Adjust FIFO inventories to LIFO cost

 

(13.6

)

(12.3

)

Total

 

$

79.6

 

$

69.4

 

 

The FIFO values of total inventories valued on the LIFO method were $62.4 million and $57.0 million as of June 30, 2011 and December 31, 2010, respectively.

 

F-7



Table of Contents

 

Note 6.  Debt

 

Long-term debt consisted of the following:

 

 

 

June 30, 2011

 

December 31, 2010

 

Senior Notes (7.375% fixed rate) due November 2014

 

$

158.0

 

$

223.0

 

Revolving bank credit facility (variable rates) due November 2015

 

19.4

 

 

Neenah Germany project financing (3.8% fixed rate) due in 16 equal semi-annual installments ending December 2016

 

9.9

 

10.0

 

Neenah Germany revolving lines of credit (variable rates)

 

18.9

 

11.9

 

Total debt

 

206.2

 

244.9

 

Less: Debt payable within one year

 

20.7

 

13.6

 

Long-term debt

 

$

185.5

 

$

231.3

 

 

Senior Unsecured Notes

 

On November 30, 2004, the Company completed an underwritten offering of ten-year senior unsecured notes (the “Senior Notes”) at an aggregate face amount of $225 million. Interest on the Senior Notes is payable May 15 and November 15 of each year. The Senior Notes are fully and unconditionally guaranteed by substantially all of the Company’s subsidiaries, with the exception of our non-Canadian international subsidiaries.

 

On March 10, 2011, the Company completed an early redemption of $65 million in aggregate principal amount of the Senior Notes (the “Early Redemption”).  As of the Early Redemption date, the call premium on the Senior Notes was 2.458 percent.  The Early Redemption was financed with approximately $34 million of cash on hand, with the remainder provided by borrowings under the Company’s revolving credit facility.  For the six months ended June 30, 2011, the Company recognized a pre-tax loss of approximately $2.4 million in connection with the Early Redemption, including the write-off of related unamortized debt issuance costs.  As of June 30, 2011, $158 million in Senior Notes are outstanding.

 

Amended and Restated Secured Revolving Credit Facility

 

On March 31, 2011, the Company entered into the first amendment to its amended and restated credit agreement, dated as of November 5, 2009 (as amended, the “Credit Agreement”).  As of June 30, 2011, the Credit Agreement consists of a $95 million senior, secured revolving credit facility (the “Revolver”).  The Company’s ability to borrow under the Revolver is limited to the lowest of (a) $95 million; (b) the Company’s borrowing base (as determined in accordance with the Credit Agreement) and (c) the applicable cap on the amount of “credit facilities” under the indenture for the Senior Notes.  In addition, under certain conditions, the Company has the ability to increase the size of the Revolver to $150 million. The total commitment under the Credit Agreement cannot exceed $150 million. The Credit Agreement will terminate on November 30, 2015 or on August 31, 2014 if the Senior Notes have not been repurchased, defeased, refinanced or extended as of such date. The Credit Agreement is secured by substantially all of the assets of the Company and the subsidiary borrowers. 

 

The Revolver bears interest at either (1) a prime rate-based index plus a percentage ranging from 0.75% to 1.00%, or (2) LIBOR plus a percentage ranging from 2.25% to 2.50%, depending upon the amount of availability under the Revolver.  The Company is also required to pay a monthly facility fee on the unused amount of the Revolver commitment at a per annum rate ranging between 0.375% and 0.50%, depending upon usage under the Revolver.

 

As of June 30, 2011, the weighted-average interest rate on outstanding Revolver borrowings was 3.0 percent per annum. Interest on amounts borrowed under the Revolver is paid monthly. Amounts outstanding under the Revolver may be repaid, in whole or in part, at any time without premium or penalty except for specified make-whole payments on LIBOR-based loans.  All principal amounts outstanding under the Revolver are due and payable on the date of termination of the Credit Agreement. Borrowing availability under the Revolver varies over time depending on the value of the Company’s inventory, receivables and various capital assets.  Borrowing availability under the Revolver is reduced by outstanding letters of credit and reserves for certain other items as defined in the Credit Agreement. As of June 30, 2011, the Company had $19.4 million of Revolver borrowings outstanding, approximately $0.8 million of outstanding letters of credit and other items, and $65.7 million of available credit under the Revolver.

 

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Table of Contents

 

The Credit Agreement contains events of default customary for financings of this type, including failure to pay principal or interest, materially false representations or warranties, failure to observe covenants and other terms of the Credit Agreement, cross-defaults to certain other indebtedness, bankruptcy, insolvency, various ERISA violations, the incurrence of material judgments and changes in control.

 

The Credit Agreement contains covenants with which the Company must comply during the term of the agreement.  Among other things, such covenants restrict the Company’s ability to incur certain additional debt, make specified restricted payments, authorize or issue capital stock, enter into transactions with affiliates, consolidate or merge with or acquire another business, sell certain of its assets, or dissolve or wind up.  In addition, if borrowing availability under the Restated Credit Agreement is less than $20 million, the Company would be required to achieve a fixed charge coverage ratio (as defined in the Restated Credit Agreement) of not less than 1.1 to 1.0 for the preceding 12-month period, tested as of the end of such quarter.  As of June 30, 2011, borrowing availability under the Restated Credit Agreement was $65.7 million and the Company was not required to comply with the fixed charge coverage ratio.

 

The Company’s ability to pay cash dividends on its common stock is limited under the terms of both the Credit Agreement and the Senior Notes. At June 30, 2011, under the most restrictive terms of these agreements, the Company’s ability to pay cash dividends on its common stock is limited to a total of $8 million in a 12-month period.

 

Other Debt

 

In December 2006, Neenah Germany entered into a 10-year agreement with HypoVereinsbank and IKB Deutsche Industriebank AG to provide €10.0 million of project financing for the construction of a saturator (the “German Loan Agreement”). As of June 30, 2011, €6.9 million ($9.9 million, based on exchange rates at June 30, 2011) was outstanding under the German Loan Agreement.

 

Neenah Germany has a revolving line of credit with HypoVereinsbank (the “HypoVereinsbank Line of Credit”) that provides for borrowings of up to €15 million for general corporate purposes. The German Line of Credit is secured by the domestic accounts receivable of Neenah Germany. As of June 30, 2011 and December 31, 2010, the weighted-average interest rate on outstanding HypoVereinsbank Line of Credit borrowings was 4.3 percent per annum and 3.8 percent per annum, respectively. As of June 30, 2011, €10.4 million ($15.0 million, based on exchange rates at June 30, 2011) was outstanding under the Line of Credit and €4.6 million ($6.6 million, based on exchanges rates at June 30, 2011) of credit was available.

 

In January 2011, Neenah Germany entered into an agreement with Commerzbank AG (“Commerzbank”) to provide up to €3.0 million of unsecured revolving credit borrowings for general corporate purposes (the “Commerzbank Line of Credit”).  The Commerzbank Line of Credit may be terminated by either the Company or Commerzbank upon giving proper notice.  Commerzbank Line of Credit borrowings are denominated in Euros.  As of June 30, 2011, the weighted average interest rate on Commerzbank Line of Credit borrowings is 3.6 percent per annum.  The interest rate on Commerzbank Line of Credit borrowings cannot exceed five percent per annum and is payable monthly.  Principal may be repaid at any time without penalty. As of June 30, 2011, €2.7 million ($3.9 million, based on exchange rates at June 30, 2011) was outstanding under the Line of Credit and €0.3 million ($0.4 million, based on exchanges rates at June 30, 2011) of credit was available.

 

Neenah Germany’s ability to pay dividends or transfer funds to the Company is limited under the terms of both the HypoVereinsbank and Commerzbank lines of credit, to not exceed certain limits defined in the agreements without lenders approval or repayment of the amount outstanding under the lines, which was €13.1 million ($18.9 million, based on exchange rates at June 30, 2011) at June 30, 2011.  In addition, the terms of the HypoVereinsbank Line of Credit and the Commerzbank Line of Credit require Neenah Germany to maintain a ratio of stockholder’s equity to total assets equal to or greater than 45 percent.  The Company was in compliance with all provisions of the HypoVereinsbank Line of Credit and the Commerzbank Line of Credit as of June 30, 2011.

 

Note 7.  Pension and Other Postretirement Benefits

 

Pension Plans

 

Substantially all active employees of the Company’s U.S. operations participate in defined benefit pension plans and/or defined contribution retirement plans. Neenah Germany has defined benefit plans designed to provide a monthly pension upon retirement for substantially all its employees in Germany. In addition, the Company maintains a supplemental retirement contribution plan (the “SERP”) which is a non-qualified defined benefit plan. The Company provides benefits under the SERP to the extent necessary to fulfill the intent of its defined benefit retirement plans without regard to the limitations set by the Internal Revenue Code on qualified defined benefit plans.

 

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Table of Contents

 

The following table presents the components of net periodic benefit cost:

 

Components of Net Periodic Benefit Cost

 

 

 

Pension Benefits

 

Postretirement Benefits
Other than Pensions

 

 

 

Three Months Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Service cost

 

$

1.0

 

$

1.0

 

$

0.5

 

$

0.4

 

Interest cost

 

3.7

 

3.5

 

0.6

 

0.5

 

Expected return on plan assets (a)

 

(3.7

)

(3.4

)

 

 

Recognized net actuarial loss

 

0.4

 

0.3

 

 

 

Amortization of prior service cost

 

 

0.1

 

0.1

 

0.1

 

Net periodic benefit cost

 

$

1.4

 

$

1.5

 

$

1.2

 

$

1.0

 

 

 

 

Pension Benefits

 

Postretirement Benefits

 

 

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Service cost

 

$

2.0

 

$

2.1

 

$

0.9

 

$

0.8

 

Interest cost

 

7.3

 

7.0

 

1.2

 

1.1

 

Expected return on plan assets (a)

 

(7.5

)

(6.8

)

 

 

Recognized net actuarial loss

 

0.8

 

0.6

 

0.1

 

 

Amortization of prior service cost

 

0.1

 

0.1

 

0.2

 

0.2

 

Net periodic benefit cost

 

$

2.7

 

$

3.0

 

$

2.4

 

$

2.1

 

 


(a)          The expected return on plan assets is determined by multiplying the fair value of plan assets at the prior year-end (adjusted for estimated current year cash benefit payments and contributions) by the expected long-term rate of return.

 

The Company expects to make aggregate contributions to qualified and non-qualified defined benefit pension trusts and pay pension benefits for unfunded pension plans of approximately $19 million (based on exchange rates at June 30, 2011) in calendar 2011.  For the six months ended June 30, 2011, the Company made approximately $11.0 million of such payments.  The Company’s marketable securities will be used for the payment of employee benefits.

 

Note 8.  Stock Compensation Plan

 

The Company reserved 3,500,000 shares of $0.01 par value common stock (“Common Stock”) for issuance under the 2004 Omnibus Stock and Incentive Plan (the “Omnibus Plan”).  As of June 30, 2011, approximately 1,140,000 shares of Common Stock were reserved for future issuance under the Omnibus Plan. As of June 30, 2011, the number of shares available for future issuance was not reduced by outstanding SARs because the closing market price for the Company’s common stock was less than the exercise price of all outstanding SARs. The Company accounts for stock-based compensation pursuant to the fair value recognition provisions of ASC Topic 718, Compensation—Stock Compensation (“ASC Topic 718”).

 

Valuation and Expense Information

 

Substantially all stock-based compensation expense is recorded in selling, general and administrative expenses on the condensed consolidated statements of operations.  The following table summarizes stock-based compensation expense and related income tax benefits.

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Stock-based compensation expense

 

$

1.2

 

$

1.3

 

$

2.2

 

$

2.5

 

Income tax benefit

 

(0.4

)

(0.5

)

(0.8

)

(1.0

)

Stock-based compensation, net of income tax benefit

 

$

0.8

 

$

0.8

 

$

1.4

 

$

1.5

 

 

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Table of Contents

 

The following table summarizes total compensation costs related to the Company’s equity awards and amounts recognized in the six months ended June 30, 2011.

 

 

 

Stock Options

 

Restricted Stock

 

Unrecognized compensation cost — December 31, 2010

 

$

1.0

 

$

2.4

 

Grant date fair value of current year grants

 

1.2

 

2.5

 

Compensation expense recognized

 

(0.9

)

(1.3

)

Unrecognized compensation cost — June 30, 2011

 

$

1.3

 

$

3.6

 

Expected amortization period (in years)

 

2.0

 

2.0

 

 

Stock Options

 

For the six months ended June 30, 2011, the Company awarded nonqualified stock options to Long-Term Incentive Plan (the “LTIP”) participants to purchase approximately 196,600 shares of Common Stock (subject to forfeiture due to termination of employment and other conditions). In addition, the Company awarded to non-employee members of the board of directors nonqualified stock options to purchase 9,190 shares of Common Stock.  For the six months ended June 30, 2011, the weighted-average exercise price of such nonqualified stock option awards was $19.47 per share. The weighted-average grant date fair value for stock options granted during the six months ended June 30, 2011 was $8.46 per share and was estimated using the Black-Scholes option valuation model with the following assumptions:

 

 

 

Six months Ended
June 30, 2011

 

Expected term in years

 

5.3

 

Risk free interest rate

 

2.3

%

Volatility

 

57.1

%

Dividend yield

 

2.3

%

 

Volatility and the expected term were estimated by reference to the historical stock price performance of the Company and historical data for the Company’s stock option awards, respectively. The risk-free interest rate was based on the yield on U.S. Treasury bonds with a remaining term approximately equivalent to the expected term of the stock option awards. Forfeitures were estimated at the date of grant.

 

For the three and six months ended June 30, 2011, the aggregate pre-tax intrinsic value of stock options exercised was approximately $1.1 million and $1.4 million, respectively. For the three and six months ended June 30, 2010, the aggregate pre-tax intrinsic value of stock options exercised was approximately $0.4 million. For the six months ended June 30, 2011, the Company recognized excess tax benefits related to the exercise or vesting of stock-based awards of approximately $0.6 million. The aggregate intrinsic value of approximately 1,565,000 stock options that were exercisable at June 30, 2011 was $3.7 million. The aggregate intrinsic value of approximately 1,614,000 stock options that were exercisable at December 31, 2010 was $2.3 million.

 

The aggregate grant date fair value of approximately 235,000 stock options and SARs that vested during the six months ended June 30, 2011, was $1.0 million. As of June 30, 2011, certain participants met age and service requirements that allowed their stock options to qualify for accelerated vesting upon retirement. As of June 30, 2011, such LTIP participants held options to purchase 210,000 shares of common stock that would have been exercisable if they had retired as of such date. The aggregate grant date fair value of options subject to accelerated vesting was $0.9 million. Stock options subject to accelerated vesting for expense recognition become exercisable according to the contract terms of the stock -based awards.

 

As of June 30, 2011, the aggregate intrinsic value of 2,185,000 stock options and SARs that were vested or expected to vest was $9.0 million.  The weighted-average grant date fair value of such stock options was $8.63 per share. As of December 31, 2010, the weighted-average grant date fair value and aggregate intrinsic value of 2,320,000 stock options that were vested or expected to vest was $8.34 per share and $8.6 million, respectively.

 

As of June 30, 2011, the Company had approximately 640,000 unvested stock options with a weighted-average grant date fair value of $4.84 per share. As of December 31, 2010, approximately 725,000 unvested stock options were outstanding with a weighted-average grant date fair value of $3.88 per share.

 

F-11



Table of Contents

 

Performance Units

 

For the six months ended June 30, 2011, the Company granted target awards of 124,800 Performance Units to LTIP participants. The measurement period for the Performance Units is January 1, 2011 through December 31, 2011. Common Stock equal to between 40 percent and 200 percent of the Performance Unit target will be awarded based on the Company’s return on invested capital, revenue growth for the Technical Products segment, the level of cash flow for the Fine Paper segment and total return to shareholders relative to a peer group of companies and the Russell 2000® Value small cap index. The weighted-average grant date fair value for the Performance Units was $25.73 per share. Compensation cost is recognized pro rata over the vesting period.

 

RSUs

 

For the six months ended June 30, 2011, the Company awarded 7,200 RSUs to non-employee members of the Company’s Board of Directors (“Director Awards”).  The weighted average grant date fair value of such awards was $22.44 per share.  Director Awards vest one year from the date of grant. During the vesting period, the holders of Director Awards are entitled to dividends, but the shares do not have voting rights and are forfeited in the event the holder is no longer a member of the Board of Directors. In addition, the Company issued 248 RSUs in lieu of dividends on RSUs held by non-U.S. employees and a member of the Board of Directors.

 

Note 9.  Goodwill and Other Intangible Assets

 

The following table presents changes in the carrying amount of goodwill for the six months ended June 30, 2011.  All such goodwill is reported in the Technical Products segment.

 

 

 

Gross
Amount

 

Cumulative
Impairment
Losses

 

Net

 

Balance at December 31, 2010

 

$

91.4

 

$

(49.9

)

$

41.5

 

Foreign currency translation

 

7.9

 

(4.3

)

3.6

 

 

 

 

 

 

 

 

 

Balance at June 30, 2011

 

$

99.3

 

$

(54.2

)

$

45.1

 

 

The following table presents the gross carrying amount of intangible assets and the related accumulated amortization for intangible assets subject to amortization.

 

 

 

June 30, 2011

 

December 31, 2010

 

 

 

Gross
Amount

 

Accumulated
Amortization

 

Gross
Amount

 

Accumulated
Amortization

 

Amortizable intangible assets

 

 

 

 

 

 

 

 

 

Customer based intangibles

 

$

15.6

 

$

(5.0

)

$

14.4

 

$

(4.1

)

Trade names and trademarks

 

6.0

 

(2.8

)

6.1

 

(2.3

)

Acquired technology

 

1.1

 

(0.5

)

1.1

 

(0.5

)

Total

 

22.7

 

(8.3

)

21.6

 

(6.9

)

Unamortizable intangible assets:

 

 

 

 

 

 

 

 

 

Trade names

 

10.5

 

 

9.3

 

 

Total

 

$

33.2

 

$

(8.3

)

$

30.9

 

$

(6.9

)

 

Note 10.  Contingencies and Legal Matters

 

Litigation

 

The Company is involved in certain legal actions and claims arising in the ordinary course of business. While the outcome of these legal actions and claims cannot be predicted with certainty, it is the opinion of management that the outcome of any such claim which is pending or threatened, either individually or on a combined basis, will not have a material adverse effect on the consolidated financial condition, results of operations or liquidity of the Company.

 

F-12



Table of Contents

 

Income Taxes

 

The Company is continuously undergoing examination by the IRS as well as various state and foreign jurisdictions. The IRS and other taxing authorities routinely challenge certain deductions and credits reported by the Company on its income tax returns.

 

US Tax Audit - Tax Years 2007 and 2008

 

In December 2010, the IRS issued a Revenue Agent’s Report for the 2007 and 2008 tax years. In January 2011, the Company submitted a protest to the Appeals Division of the Internal Revenue Service (the “IRS”) with respect to certain unresolved issues which involve a proposed IRS adjustment with respect to dual consolidated losses (“DCLs”) and the recapture of net operating losses emanating from the Company’s former Canadian operations.  The Company’s protest asserts that the IRS examination team made several errors in its assessment of the DCL rules and, as such, the proposed adjustment is erroneous.  As of June 30, 2011 and December 31, 2010, no amounts were reserved related to these issues.  Management intends to vigorously contest this proposed adjustment, however, the outcome is uncertain and, should the Company not prevail, the outcome could have a material adverse effect on the Company’s results of operations, cash flows and financial position. Although it is reasonably possible that these matters could be resolved in our favor during the next 12 months, the timing is uncertain.  We believe it is remote that our liability for unrecognized tax benefits related to these matters will significantly increase within the next 12 months.

 

German Tax Audit - Tax Years 2005 to 2007

 

In November 2010, the Company received a tax examination report from the German tax authorities challenging certain interest expense deductions claimed on the Company’s tax returns for the years 2006 and 2007.  The Company is indemnified by FiberMark, Inc. for any tax liabilities arising from the operations of Neenah Germany prior to October 2006.  The Company believes that the finding in the report is improper and will be rejected on appeal.  As of June 30, 2011 and December 31, 2010, no amounts were reserved related to these issues.  Management intends to vigorously contest the finding in the report, however, the outcome is uncertain and, should the Company not prevail, the outcome could have a material adverse effect on the Company’s results of operations, cash flows and financial position. Although it is reasonably possible that these matters could be resolved in our favor during the next 12 months, the timing is uncertain.  We believe it is remote that our liability for unrecognized tax benefits related to these matters will significantly increase within the next 12 months.

 

Indemnifications

 

Pursuant to a Distribution Agreement, an Employee Matters Agreement and a Tax Sharing Agreement, the Company has agreed to indemnify Kimberly-Clark Corporation for certain liabilities or risks related to the spin-off. Many of the potential indemnification liabilities under these agreements are unknown, remote or highly contingent. As of June 30, 2011, management believes the Company has no liability under such indemnification obligations.

 

Note 11.  Business Segment Information

 

The Company reports its operations in two segments: Technical Products and Fine Paper. The technical products business is an international producer of filtration media; durable, saturated and coated substrates for a variety of end uses; and nonwoven wall coverings. The fine paper business is a producer of premium writing, text, cover and specialty papers.  Each segment employs different technologies and marketing strategies.  Disclosure of segment information is on the same basis that management uses internally for evaluating segment performance and allocating resources.  Transactions between segments are eliminated in consolidation. The costs of shared services, and other administrative functions managed on a common basis, are allocated to the segments based on usage, where possible, or other factors based on the nature of the activity.  General corporate expenses that do not directly support the operations of the business segments are shown as Unallocated corporate costs.

 

The following table summarizes the net sales, operating income and total assets for each of the Company’s business segments.

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Net sales

 

 

 

 

 

 

 

 

 

Technical Products

 

$

114.4

 

$

99.7

 

$

219.8

 

$

197.4

 

Fine Paper

 

68.5

 

68.9

 

135.8

 

138.5

 

Consolidated

 

$

182.9

 

$

168.6

 

$

355.6

 

$

335.9

 

 

F-13



Table of Contents

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Operating income

 

 

 

 

 

 

 

 

 

Technical Products

 

$

9.8

 

$

8.5

 

$

20.3

 

$

17.8

 

Fine Paper

 

10.0

 

9.2

 

20.5

 

18.7

 

Unallocated corporate costs

 

(4.1

)

(4.0

)

(10.3

)

(6.4

)

Consolidated

 

$

15.7

 

$

13.7

 

$

30.5

 

$

30.1

 

 

 

 

June 30, 2011

 

December 31, 2010

 

Total Assets

 

 

 

 

 

Technical Products

 

$

382.0

 

$

337.9

 

Fine Paper

 

162.1

 

162.2

 

Corporate and other

 

58.9

 

106.6

 

Total

 

$

603.0

 

$

606.7

 

 

Note 12.  Condensed Consolidating Financial Information

 

Neenah Paper Company of Canada, Neenah Paper Michigan, Inc. and Neenah Paper Sales, Inc. (the “Guarantor Subsidiaries”) guarantee the Company’s Senior Notes. The Guarantor Subsidiaries are 100 percent owned by the Company and all guarantees are full and unconditional.  The following condensed consolidating financial information is presented in lieu of consolidated financial statements for the Guarantor Subsidiaries as of June 30, 2011 and December 31, 2010 and for the three and six months ended June 30, 2011 and 2010.

 

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended June 30, 2011

 

 

 

Neenah
Paper, Inc.

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Consolidated
Amounts

 

Net sales

 

$

67.8

 

$

40.7

 

$

74.4

 

$

 

$

182.9

 

Cost of products sold

 

51.6

 

32.3

 

65.5

 

 

149.4

 

Gross profit

 

16.2

 

8.4

 

8.9

 

 

33.5

 

Selling, general and administrative expenses

 

10.9

 

2.8

 

4.3

 

 

18.0

 

Other (income) expense - net

 

(0.1

)

0.1

 

(0.2

)

 

(0.2

)

Operating income

 

5.4

 

5.5

 

4.8

 

 

15.7

 

Equity in earnings of subsidiaries

 

(7.0

)

 

 

7.0

 

 

Interest expense-net

 

3.3

 

0.1

 

0.3

 

 

3.7

 

Income from continuing operations before income taxes

 

9.1

 

5.4

 

4.5

 

(7.0

)

12.0

 

Provision for income taxes

 

1.3

 

2.2

 

0.7

 

 

4.2

 

Net income

 

$

7.8

 

$

3.2

 

$

3.8

 

$

(7.0

)

$

7.8

 

 

F-14



Table of Contents

 

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended June 30, 2010

 

 

 

Neenah
Paper, Inc.

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Consolidated
Amounts

 

Net sales

 

$

66.9

 

$

40.6

 

$

61.1

 

$

 

$

168.6

 

Cost of products sold

 

50.0

 

33.9

 

52.5

 

 

136.4

 

Gross profit

 

16.9

 

6.7

 

8.6

 

 

32.2

 

Selling, general and administrative expenses

 

12.1

 

2.8

 

3.8

 

 

18.7

 

Other (income) expense - net

 

0.1

 

0.2

 

(0.5

)

 

(0.2

)

Operating income

 

4.7

 

3.7

 

5.3

 

 

13.7

 

Equity in earnings of subsidiaries

 

(6.7

)

 

 

6.7

 

 

Interest expense-net

 

4.6

 

0.1

 

0.3

 

 

5.0

 

Income (loss) from continuing operations before income taxes

 

6.8

 

3.6

 

5.0

 

(6.7

)

8.7

 

Provision for income taxes

 

0.5

 

1.3

 

0.6

 

 

2.4

 

Net income (loss)

 

$

6.3

 

$

2.3

 

$

4.4

 

$

(6.7

)

$

6.3

 

 

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2011

 

 

 

Neenah
Paper, Inc.

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Consolidated
Amounts

 

Net sales

 

$

134.9

 

$

76.4

 

$

144.3

 

$

 

$

355.6

 

Cost of products sold

 

102.1

 

60.8

 

126.0

 

 

288.9

 

Gross profit

 

32.8

 

15.6

 

18.3

 

 

66.7

 

Selling, general and administrative expenses

 

21.5

 

5.6

 

7.9

 

 

35.0

 

Loss on retirement of bonds

 

2.4

 

 

 

 

2.4

 

Other (income) expense - net

 

(0.3

)

0.2

 

(1.1

)

 

(1.2

)

Operating income

 

9.2

 

9.8

 

11.5

 

 

30.5

 

Equity in earnings of subsidiaries

 

(15.7

)

 

 

15.7

 

 

Interest expense-net

 

7.6

 

0.1

 

0.5

 

 

8.2

 

Income from continuing operations before income taxes

 

17.3

 

9.7

 

11.0

 

(15.7

)

22.3

 

Provision for income taxes

 

2.6

 

3.8

 

1.1

 

 

7.5

 

Income from continuing operations

 

14.7

 

5.9

 

9.9

 

(15.7

)

14.8

 

Loss from discontinued operations, net of income taxes

 

 

(0.1

)

 

 

(0.1

)

Net income

 

$

14.7

 

$

5.8

 

$

9.9

 

$

(15.7

)

$

14.7

 

 

F-15



Table of Contents

 

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2010

 

 

 

Neenah
Paper, Inc.

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Consolidated
Amounts

 

Net sales

 

$

135.2

 

$

75.4

 

$

125.3

 

$

 

$

335.9

 

Cost of products sold

 

102.1

 

61.8

 

107.5

 

 

271.4

 

Gross profit

 

33.1

 

13.6

 

17.8

 

 

64.5

 

Selling, general and administrative expenses

 

22.1

 

5.1

 

7.8

 

 

35.0

 

Other (income) expense - net

 

(0.3

)

0.5

 

(0.8

)

 

(0.6

)

Operating income

 

11.3

 

8.0

 

10.8

 

 

30.1

 

Equity in earnings of subsidiaries

 

(148.6

)

 

 

148.6

 

 

Interest expense-net

 

9.9

 

0.2

 

0.6

 

 

10.7

 

Income from continuing operations before income taxes

 

150.0

 

7.8

 

10.2

 

(148.6

)

19.4

 

Provision for income taxes

 

1.8

 

3.1

 

0.9

 

 

5.8

 

Income from continuing operations

 

148.2

 

4.7

 

9.3

 

(148.6

)

13.6

 

Income from discontinued operations, net of income taxes

 

 

134.6

 

 

 

134.6

 

Net income

 

$

148.2

 

$

139.3

 

$

9.3

 

$

(148.6

)

$

148.2

 

 

F-16



Table of Contents

 

CONDENSED CONSOLIDATING BALANCE SHEET

As of June 30, 2011

 

 

 

Neenah
Paper, Inc.

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Consolidated
Amounts

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

(0.5

)

$

2.2

 

$

0.3

 

$

 

$

2.0

 

Marketable securities

 

7.3

 

 

 

 

7.3

 

Accounts receivable, net

 

25.1

 

23.5

 

43.7

 

 

92.3

 

Inventories

 

36.6

 

9.2

 

33.8

 

 

79.6

 

Deferred income taxes

 

21.8

 

2.4

 

 

 

24.2

 

Intercompany amounts receivable

 

17.6

 

45.3

 

0.5

 

(63.4

)

 

Prepaid and other current assets

 

4.6

 

2.0

 

6.9

 

 

13.5

 

Total current assets

 

112.5

 

84.6

 

85.2

 

(63.4

)

218.9

 

Property, plant and equipment, at cost

 

268.2

 

101.3

 

226.6

 

 

596.1

 

Less accumulated depreciation

 

194.7

 

67.7

 

61.9

 

 

324.3

 

Property, plant and equipment — net

 

73.5

 

33.6

 

164.7

 

 

271.8

 

Investments In Subsidiaries

 

264.4

 

 

 

(264.4

)

 

Deferred Income Taxes

 

29.6

 

3.0

 

 

 

32.6

 

Goodwill

 

 

 

45.1

 

 

45.1

 

Intangible Assets—net

 

2.8

 

 

22.1

 

 

24.9

 

Other Assets

 

3.9

 

0.1

 

5.7

 

 

9.7

 

TOTAL ASSETS

 

$

486.7

 

$

121.3

 

$

322.8

 

$

(327.8

)

$

603.0

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

Debt payable within one year

 

$

 

$

 

$

20.7

 

$

 

$

20.7

 

Accounts payable

 

14.1

 

5.9

 

16.5

 

 

36.5

 

Intercompany amounts payable

 

45.7

 

17.5

 

0.2

 

(63.4

)

 

Accrued expenses

 

30.9

 

7.9

 

16.2

 

 

55.0

 

Total current liabilities

 

90.7

 

31.3

 

53.6

 

(63.4

)

112.2

 

Long-term Debt

 

177.4

 

 

8.1

 

 

185.5

 

Deferred Income Taxes

 

 

 

19.4

 

 

19.4

 

Noncurrent Employee Benefits and Other

 

28.0

 

28.8

 

38.5

 

 

95.3

 

TOTAL LIABILITIES

 

296.1

 

60.1

 

119.6

 

(63.4

)

412.4

 

STOCKHOLDERS’ EQUITY

 

190.6

 

61.2

 

203.2

 

(264.4

)

190.6

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

486.7

 

$

121.3

 

$

322.8

 

$

(327.8

)

$

603.0

 

 

F-17



Table of Contents

 

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2010

 

 

 

Neenah
Paper, Inc

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Consolidated
Amounts

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

45.0

 

$

2.4

 

$

0.9

 

$

 

$

48.3

 

Accounts receivable, net

 

24.2

 

16.5

 

30.0

 

 

70.7

 

Inventories

 

33.7

 

9.0

 

26.7

 

 

69.4

 

Deferred income taxes

 

17.1

 

2.4

 

 

 

19.5

 

Intercompany amounts receivable

 

17.3

 

47.5

 

 

(64.8

)

 

Prepaid and other current assets

 

5.1

 

1.8

 

7.2

 

 

14.1

 

Total current assets

 

142.4

 

79.6

 

64.8

 

(64.8

)

222.0

 

Property, plant and equipment at cost

 

266.0

 

101.5

 

201.0

 

 

568.5

 

Less accumulated depreciation

 

189.5

 

66.3

 

50.8

 

 

306.6

 

Property, plant and equipment — net

 

76.5

 

35.2

 

150.2

 

 

261.9

 

Investments in subsidiaries

 

237.1

 

 

 

(237.1

)

 

Deferred Income Taxes

 

39.3

 

3.8

 

 

 

43.1

 

Goodwill

 

 

 

41.5

 

 

41.5

 

Intangible assets, net

 

2.8

 

 

21.2

 

 

24.0

 

Other Assets

 

8.4

 

0.1

 

5.7

 

 

14.2

 

TOTAL ASSETS

 

$

506.5

 

$

118.7

 

$

283.4

 

$

(301.9

)

$

606.7

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

Debt payable within one year

 

$

 

$

 

$

13.6

 

$

 

$

13.6

 

Accounts payable

 

14.5

 

5.2

 

10.7

 

 

30.4

 

Intercompany amounts payable

 

47.5

 

17.3

 

 

(64.8

)

 

Accrued expenses

 

27.5

 

7.7

 

12.9

 

 

48.1

 

Total current liabilities

 

89.5

 

30.2

 

37.2

 

(64.8

)

92.1

 

Long-term Debt

 

223.0

 

 

8.3

 

 

231.3

 

Deferred Income Taxes

 

 

 

19.4

 

 

19.4

 

Noncurrent Employee Benefits and Other Obligations

 

34.8

 

34.2

 

35.7

 

 

104.7

 

TOTAL LIABILITIES

 

347.3

 

64.4

 

100.6

 

(64.8

)

447.5

 

STOCKHOLDERS’ EQUITY

 

159.2

 

54.3

 

182.8

 

(237.1

)

159.2

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

506.5

 

$

118.7

 

$

283.4

 

$

(301.9

)

$

606.7

 

 

F-18



Table of Contents

 

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended June 30, 2011

 

 

 

Neenah
Paper, Inc.

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Consolidated
Amounts

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

14.7

 

$

5.8

 

$

9.9

 

$

(15.7

)

$

14.7

 

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

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

6.1

 

2.1

 

7.4

 

 

15.6

 

Stock-based compensation

 

2.1

 

 

0.1

 

 

2.2

 

Excess tax benefit from stock-based compensation

&nbs