10-Q 1 a15-17972_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 September 30, 2015

 

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 x 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 x

 

Accelerated filer o

 

 

 

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 October 23, 2015, there were approximately 16,745,000 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 Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Net sales

 

$

231.6

 

$

215.3

 

$

657.3

 

$

636.1

 

Cost of products sold

 

183.2

 

174.0

 

511.4

 

508.2

 

Gross profit

 

48.4

 

41.3

 

145.9

 

127.9

 

Selling, general and administrative expenses

 

21.2

 

18.7

 

61.6

 

56.4

 

Acquisition and restructuring costs

 

2.9

 

0.9

 

2.9

 

1.4

 

Other (income) expense - net

 

(0.1

)

 

0.9

 

0.5

 

Operating income

 

24.4

 

21.7

 

80.5

 

69.6

 

Interest expense - net

 

2.9

 

2.7

 

8.7

 

8.4

 

Income from continuing operations before income taxes

 

21.5

 

19.0

 

71.8

 

61.2

 

Provision for income taxes

 

8.0

 

5.6

 

25.8

 

20.4

 

Income from continuing operations

 

13.5

 

13.4

 

46.0

 

40.8

 

Income (loss) from discontinued operations

 

(0.2

)

0.3

 

0.4

 

1.4

 

Loss on sale

 

(6.9

)

 

(6.9

)

 

Income (loss) from discontinued operations before income taxes

 

(7.1

)

0.3

 

(6.5

)

1.4

 

Income tax provision

 

0.3

 

0.1

 

0.4

 

0.4

 

Income (loss) from discontinued operations, net of income taxes (Note 11)

 

(7.4

)

0.2

 

(6.9

)

1.0

 

Net income

 

$

6.1

 

$

13.6

 

$

39.1

 

$

41.8

 

 

 

 

 

 

 

 

 

 

 

Earnings (Loss) Per Common Share

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.79

 

$

0.79

 

$

2.72

 

$

2.43

 

Discontinued operations

 

(0.43

)

0.02

 

(0.41

)

0.06

 

Basic

 

$

0.36

 

$

0.81

 

$

2.31

 

$

2.49

 

Diluted

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.78

 

$

0.78

 

$

2.68

 

$

2.39

 

Discontinued operations

 

(0.43

)

0.02

 

(0.40

)

0.06

 

Diluted

 

$

0.35

 

$

0.80

 

$

2.28

 

$

2.45

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding (in thousands)

 

 

 

 

 

 

 

 

 

Basic

 

16,738

 

16,627

 

16,737

 

16,543

 

Diluted

 

16,949

 

16,913

 

16,991

 

16,831

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Dividends Declared Per Share of Common Stock

 

$

0.30

 

$

0.27

 

$

0.90

 

$

0.75

 

 

See Notes to Condensed Consolidated Financial Statements

 

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Table of Contents

 

NEENAH PAPER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

 

 

 

Three Months Ended Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Net income

 

$

6.1

 

$

13.6

 

$

39.1

 

$

41.8

 

Unrealized foreign currency translation gain (loss)

 

1.8

 

(14.0

)

(9.1

)

(15.7

)

Reclassification of amortization of adjustments to pension and other postretirement benefit liabilities recognized in net periodic benefit cost (Note 6)

 

1.8

 

1.1

 

5.4

 

3.4

 

Unrealized gain on “available-for-sale” securities

 

 

 

 

0.1

 

Income (loss) from other comprehensive income items

 

3.6

 

(12.9

)

(3.7

)

(12.2

)

Provision for income taxes

 

0.7

 

0.4

 

2.0

 

1.3

 

Other comprehensive income (loss)

 

2.9

 

(13.3

)

(5.7

)

(13.5

)

Comprehensive income

 

$

9.0

 

$

0.3

 

$

33.4

 

$

28.3

 

 

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)

 

 

 

September 30, 2015

 

December 31, 2014

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

5.5

 

$

72.6

 

Accounts receivable (less allowances of $2.1 million and $1.5 million)

 

115.4

 

84.7

 

Inventories

 

119.8

 

101.2

 

Deferred income taxes

 

19.9

 

15.8

 

Prepaid and other current assets

 

15.6

 

14.3

 

Assets held for sale (Note 11)

 

38.1

 

46.3

 

Total Current Assets

 

314.3

 

334.9

 

Property, Plant and Equipment

 

 

 

 

 

Property, Plant and Equipment, at cost

 

677.4

 

598.9

 

Less accumulated depreciation

 

366.7

 

357.2

 

Property, plant and equipment—net

 

310.7

 

241.7

 

Deferred Income Taxes

 

5.8

 

29.9

 

Goodwill

 

74.4

 

50.5

 

Intangible Assets—net

 

80.6

 

56.6

 

Other Assets

 

15.7

 

17.0

 

TOTAL ASSETS

 

$

801.5

 

$

730.6

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Debt payable within one year

 

$

1.3

 

$

1.4

 

Accounts payable

 

56.1

 

44.5

 

Accrued expenses

 

53.7

 

43.8

 

Liabilities related to facilities held for sale (Note 11)

 

27.4

 

27.3

 

Total Current Liabilities

 

138.5

 

117.0

 

Long-term Debt

 

244.9

 

232.9

 

Deferred Income Taxes

 

23.8

 

9.9

 

Noncurrent Employee Benefits

 

84.4

 

80.9

 

Other Noncurrent Obligations

 

2.5

 

1.2

 

TOTAL LIABILITIES

 

494.1

 

441.9

 

Contingencies and Legal Matters (Note 10)

 

 

 

 

 

TOTAL STOCKHOLDERS’ EQUITY

 

307.4

 

288.7

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

801.5

 

$

730.6

 

 

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)

 

 

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

39.1

 

$

41.8

 

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

 

 

 

 

 

Depreciation and amortization

 

23.1

 

22.4

 

Stock-based compensation

 

4.5

 

4.1

 

Excess tax benefits from stock-based compensation (Note 7)

 

(1.1

)

(3.0

)

Deferred income tax provision

 

12.3

 

18.0

 

Asset impairment related to discontinued operations

 

5.5

 

 

Non-cash effects of changes in liabilities for uncertain income tax positions

 

(0.1

)

(2.3

)

(Gain) loss on asset dispositions

 

(0.1

)

0.1

 

(Increase) decrease in working capital, net of effect of acquisitions

 

(8.1

)

2.2

 

Pension and other postretirement benefits

 

3.9

 

(10.4

)

Other

 

0.5

 

(0.3

)

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

79.5

 

72.6

 

INVESTING ACTIVITIES

 

 

 

 

 

Capital expenditures

 

(25.7

)

(15.2

)

Acquisitions (Note 3)

 

(118.2

)

(72.4

)

Purchase of equity investment

 

 

(2.9

)

Purchase of marketable securities

 

(0.1

)

(0.4

)

Other

 

0.5

 

(0.1

)

NET CASH USED IN INVESTING ACTIVITIES

 

(143.5

)

(91.0

)

FINANCING ACTIVITIES

 

 

 

 

 

Long-term borrowings

 

44.0

 

 

Repayments of long-term debt

 

(27.2

)

(5.2

)

Short-term borrowings

 

 

6.5

 

Repayments of short-term debt

 

 

(25.4

)

Shares purchased (Note 9)

 

(6.0

)

(0.5

)

Proceeds from exercise of stock options

 

0.9

 

3.5

 

Excess tax benefits from stock-based compensation (Note 7)

 

1.1

 

3.0

 

Cash dividends paid

 

(15.2

)

(12.6

)

NET CASH USED IN FINANCING ACTIVITIES

 

(2.4

)

(30.7

)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

 

(0.7

)

(0.3

)

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

(67.1

)

(49.4

)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

 

72.6

 

73.4

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

5.5

 

$

24.0

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

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

 

$

5.8

 

$

5.5

 

Cash paid during period for income taxes

 

$

12.2

 

$

5.1

 

Non-cash investing activities:

 

 

 

 

 

Liability for equipment acquired

 

$

6.0

 

$

1.9

 

Liability related to acquisition

 

$

0.3

 

$

 

 

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 and packaging business. On January 1, 2015, we changed the name of our fine paper business to fine paper and packaging. The name change better reflects the increasing importance, and plans for continued growth, of our premium packaging products. The technical products business is an international producer of fiber-formed, coated and/or saturated specialized media that delivers high performance benefits to customers.  Included in this segment are filtration media, tape and abrasives backings products, and durable label and specialty substrate products. The fine paper and packaging business is a supplier of branded premium printing, packaging and other high end specialty papers primarily in North America. The Company’s premium writing, text and cover papers, and specialty papers are used in commercial printing and imaging applications for corporate identity packages, invitations, personal stationery and high-end advertising, as well as premium labels and luxury packaging.

 

On July 1, 2015, the Company reorganized its internal management structure and, accordingly, addressed its segment reporting structure. As a result of this reorganization, the Other operating segment (composed of the non-premium Index, Tag and Vellum Bristol product lines acquired as part of the purchase of the Wausau brands) was combined with the Fine Paper and Packaging operating segment to reflect the manner in which this business is managed.  In addition, as part of the FiberMark acquisition, the Company acquired certain product lines composed of non-strategic papers sold to converters for end uses such as covering materials for datebooks, diaries, yearbooks and traditional photo albums.  Due to the non-strategic nature of these products, management decided that they would not be managed as part of either the existing Fine Paper and Packaging or Technical Material businesses.  As a result, effective August 1, 2015, these product lines represent an operating segment which does not meet the quantitative threshold  for a reportable segment and are accordingly reported as an Other operating segment.  See Note 12, “Business Segment Information.”

 

On September 7, 2015, the Company reached an agreement for the sale of its paper mill located in Lahnstein, Germany (the “Lahnstein Mill”) to the Kajo Neukirchen Group (the “Buyer”) for cash proceeds of approximately $9 million.  The sale was completed on October 31, 2015.  For the three and nine months ended September 30, 2015, discontinued operations reported on the condensed consolidated statements of operations reflect the results of operations and the estimated loss on sale of the Lahnstein Mill. The condensed consolidated statements of operations for the three and nine months ended September 30, 2014 have been restated to report results of the Lahnstein Mill as discontinued operations.  As of September 30, 2015 and December 31, 2014, the assets and liabilities of the Lahnstein Mill are classified as assets held for sale on the condensed consolidated balance sheet.  See Note 11, “Discontinued Operations and Assets Held for Sale.”

 

On August 1, 2015, the Company purchased all of the outstanding equity of ASP FiberMark, LLC (“FiberMark”) from ASP FiberMark Holdings, LLC (“American Securities”) for a purchase price of approximately $120 million (the “FiberMark Acquisition”). The purchase price of $120 million, subject to adjustments for acquired cash and a working capital true up, resulted in a cash payment of $123 million at closing, and was financed through $80 million of cash on hand and the balance from available borrowing capacity on the Company’s revolving credit facility. FiberMark is a specialty coatings and finishing company with a strong presence in luxury packaging and technical products. In September 2015, the Company announced the planned closure of the acquired Fitchburg, Massachusetts mill (the “Fitchburg Mill”) in the fourth quarter of 2015 to consolidate its manufacturing footprint.  As of September 30, 2015, the assets and liabilities of the Fitchburg Mill are classified as Assets Held for Sale on the condensed consolidated balance sheet.  See Note 3, “Acquisitions” and Note 11, “Discontinued Operations and Assets Held for Sale.”

 

On July 1, 2014, the Company purchased all of the outstanding equity of Crane Technical Materials, Inc. from Crane & Co., Inc. for approximately $72 million. The acquired technical materials business provides performance-oriented wet laid nonwovens media for filtration end markets as well as environmental, energy and industrial uses. The technical materials business has two manufacturing facilities in Pittsfield, Massachusetts. The results of this business are reported in the Technical Products segment from the date of acquisition. See Note 3, “Acquisitions.”

 

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.

 

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Table of Contents

 

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 condensed consolidated financial statements of Neenah and its subsidiaries included herein are unaudited.  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 condensed consolidated financial statements.

 

Earnings per Share (“EPS”)

 

The Company’s restricted stock units (“RSUs”) are paid non-forfeitable common stock dividends and thus meet the criteria of participating securities. Accordingly, EPS has been calculated using the two-class method, under which earnings are allocated to both common stock and participating securities.  Basic EPS has been computed by dividing net income allocated to common stock by the weighted average common shares used in computing basic EPS. For the computation of basic EPS, weighted average RSUs outstanding have been excluded from the calculation of weighted average shares outstanding.

 

Diluted EPS has been computed by dividing net income allocated to common stock by the weighted average number of common shares used in computing basic EPS, further adjusted to include the dilutive impact of the exercise or conversion of common stock equivalents, such as stock options, stock appreciation rights (“SARs”) and target awards of Restricted Stock Units with performance conditions (“Performance Units”), into shares of common stock as if those securities were exercised or converted.  For the three and nine months ended September 30, 2015, approximately 90,000 and 45,000 potentially dilutive options, 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 respective three month and nine month periods during which the options were outstanding. For the three and nine months ended September 30, 2014, approximately 5,000 and 20,000 potentially dilutive options, 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 respective three month and nine month periods during which the options were outstanding.

 

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

 

Earnings (Loss) Per Basic Common Share

 

 

 

Three Months Ended Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Income from continuing operations

 

$

13.5

 

$

13.4

 

$

46.0

 

$

40.8

 

Distributed and undistributed amounts allocated to participating securities

 

(0.2

)

(0.2

)

(0.5

)

(0.5

)

Income from continuing operations available to common stockholders

 

13.3

 

13.2

 

45.5

 

40.3

 

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

 

(7.4

)

0.2

 

(6.9

)

1.0

 

Undistributed amounts allocated to participating securities

 

0.1

 

 

0.1

 

 

Net income available to common stockholders

 

$

6.0

 

$

13.4

 

$

38.7

 

$

41.3

 

 

 

 

 

 

 

 

 

 

 

Weighted-average basic shares outstanding

 

16,738

 

16,627

 

16,737

 

16,543

 

Basic earnings (loss) per share

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.79

 

$

0.79

 

$

2.72

 

$

2.43

 

Discontinued operations

 

(0.43

)

0.02

 

(0.41

)

0.06

 

 

 

$

0.36

 

$

0.81

 

$

2.31

 

$

2.49

 

 

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Table of Contents

 

Earnings (Loss) Per Diluted Common Share

 

 

 

Three Months Ended Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Income from continuing operations

 

$

13.5

 

$

13.4

 

$

46.0

 

$

40.8

 

Distributed and undistributed amounts allocated to participating securities

 

(0.2

)

(0.2

)

(0.5

)

(0.5

)

Income from continuing operations available to common stockholders

 

13.3

 

13.2

 

45.5

 

40.3

 

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

 

(7.4

)

0.2

 

(6.9

)

1.0

 

Undistributed amounts allocated to participating securities

 

0.1

 

 

0.1

 

 

Net income available to common stockholders

 

$

6.0

 

$

13.4

 

$

38.7

 

$

41.3

 

Weighted-average basic shares outstanding

 

16,738

 

16,627

 

16,737

 

16,543

 

Add: Assumed incremental shares under stock compensation plans

 

211

 

286

 

254

 

288

 

 

 

 

 

 

 

 

 

 

 

Weighted-average diluted shares

 

16,949

 

16,913

 

16,991

 

16,831

 

Diluted earnings (loss) per share

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.78

 

$

0.78

 

$

2.68

 

$

2.39

 

Discontinued operations

 

(0.43

)

0.02

 

(0.40

)

0.06

 

 

 

$

0.35

 

$

0.80

 

$

2.28

 

$

2.45

 

 

Fair Value of Financial Instruments

 

The Company measures the fair value of financial instruments in accordance with Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) which establishes a framework for measuring fair value. ASC Topic 820 provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The asset’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques attempt to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

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 temporary unrealized holding gains and losses are reported in other comprehensive income until realized upon sale.  As of September 30, 2015, the Company had $3.2 million in marketable securities classified as “Other Assets” on the condensed consolidated balance sheet. The cost of such marketable securities was $3.2 million. Fair value for the Company’s marketable securities was estimated from Level 1 inputs. The Company’s marketable securities are restricted to the payment of certain post-retirement benefits.

 

The fair value of short and long-term debt is estimated using rates currently available to the Company for debt of the same remaining maturities. The following table presents the carrying value and the fair value of the Company’s debt.

 

 

 

September 30, 2015

 

December 31, 2014

 

 

 

Carrying
Value

 

Fair Value (a)

 

Carrying
Value

 

Fair Value (a)

 

2021 Senior Notes (5.25% fixed rate)

 

$

175.0

 

$

173.8

 

$

175.0

 

$

169.6

 

Global Revolving Credit Facilities (variable rates)

 

62.3

 

62.3

 

48.7

 

48.7

 

Second German Loan Agreement (2.5% fixed rate)

 

8.9

 

8.7

 

10.6

 

9.0

 

Total debt

 

$

246.2

 

$

244.8

 

$

234.3

 

$

227.3

 

 


(a)         The fair value for all debt instruments was estimated from Level 2 measurements.

 

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Table of Contents

 

Note 2.  Accounting Standard Changes

 

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers (“ASC Topic 606”). ASU 2014-09 supersedes the revenue recognition guidance in ASC Topic 605, Revenue Recognition. The core principle of the guidance in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016; however, in August 2015, the FASB issued ASU No. 2015-14, Revenue From Contracts With Customers (Topic 606) (“ASU No. 2015-14”) which affirmed its previously proposed one year deferral of the effective date for ASU 2014-09 to annual reporting periods and the interim periods within those years beginning after December 15, 2017. The Company is still evaluating the impact of adopting ASU 2014-09, but the adoption of ASU 2014-09 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (“ASU 2015-03”). ASU 2015-03 requires that unamortized debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts or premiums. ASU 2015-03 is effective for fiscal years, and the interim periods within those years, beginning after December 15, 2015. In August 2015, the FASB issued ASU No. 2015-15, Imputation of Interest (Subtopic 835-30) (“ASU No. 2015-15”). ASU No. 2015-15 updates the changes in ASU No. 2015-03 based on an announcement of the staff of the U.S. Securities and Exchange Commission. ASU No. 2015-15 provides an exception to ASU No. 2015-03 allowing debt issuance costs related to line-of-credit arrangements to continue to be presented as an asset regardless of whether there are any outstanding borrowings under such arrangement. The adoption of ASU 2015-03 and ASU No. 2015-15 is not expected to have a material impact on the Company’s consolidated financial position.

 

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330) (“ASU No. 2015-11”). ASU No. 2015-11 makes changes to the subsequent measurement of inventory. Currently, an entity is required to measure its inventory at the lower of cost or market, whereby market can be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. ASU No. 2015-11 requires that inventory be measured at the lower of cost and net realizable value, thereby eliminating the use of the other two market methodologies. Net realizable value is defined as the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. These changes do not apply to inventories measured using LIFO (last-in, first-out) or the retail inventory method. Currently, the Company applies the net realizable value market option to measure non-LIFO inventories at the lower of cost or market. ASU No. 2015-11 is effective for fiscal years, and the interim periods within those years, beginning after December 15, 2016. The adoption of ASU No. 2015-11 is not expected to have a material impact on the Company’s consolidated financial position.

 

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) - Simplifying the Accounting for Measurement-Period Adjustments (“ASU No. 2015-16”).  ASU No. 2015-16 changes the accounting for measurement-period adjustments related to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill during the measurement period, as well as revise comparative information for prior periods presented within financial statements as needed, including revising income effects, such as depreciation and amortization, as a result of changes made to the balance sheet amounts of the acquiree. Such adjustments are required when new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts initially recognized or would have resulted in the recognition of additional assets or liabilities. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). ASU No. 2015-16 eliminates the requirement to make such retrospective adjustments, and, instead requires the acquiring entity to record these adjustments in the reporting period they are determined. Additionally, the changes require the acquiring entity to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period income by line item that would have been recorded in previous reporting periods if the adjustment to the balance sheet amounts had been recognized as of the acquisition date. ASU No. 2015-16 is effective for fiscal years, and the interim periods within those years, beginning after December 15, 2015.  The Company is still evaluating the impact of adopting ASU 2015-16 on its consolidated financial position, results of operations and cash flows.

 

As of September 30, 2015, 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.

 

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Table of Contents

 

Note 3.  Acquisitions

 

Acquisition of FiberMark

 

On August 1, 2015, the Company purchased all of the outstanding equity of ASP FiberMark, LLC (“FiberMark”) from ASP FiberMark Holdings, LLC (“American Securities”) for approximately $123 million. FiberMark is a specialty coatings and finishing company with a strong presence in luxury packaging and technical products. In September 2015, the Company announced the planned closure of the acquired Fitchburg Mill in the fourth quarter of 2015 to consolidate its manufacturing footprint.  As of September 30, 2015, the assets and liabilities of the Fitchburg Mill are classified as Assets Held for Sale on the condensed consolidated balance sheet.  See Note 11, “Discontinued Operations and Assets Held for Sale.”

 

The Company accounted for the transaction using the acquisition method in accordance with ASC Topic 805 “Business Combinations.”  The preliminary allocation of the purchase price is based on estimates of the fair value of assets acquired and liabilities assumed as of August 1, 2015 and are subject to adjustment as additional information is obtained. The Company has up to 12 months from the closing of the acquisition to finalize its valuations.  Changes to the valuation of assets and liabilities acquired may result in adjustments to the carrying value of assets and liabilities acquired or goodwill.  The Company has not identified any material unrecorded pre-acquisition contingencies.  Prior to the end of the one-year purchase price allocation period, if information becomes available which would indicate it is probable that such events had occurred as of the acquisition date and the amounts can be reasonably estimated, such items will be included in the final purchase price allocation and may result in an adjustment to the carrying value of assets and liabilities acquired or goodwill. The Company did not recognize any in-process research and development assets as part of the acquisition.

 

The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the assets acquired and liabilities, including $0.3 million of estimated amounts to be paid as part of the true-up of working capital, assumed:

 

Assets Acquired

 

 

 

Cash and cash equivalents

 

$

4.8

 

Accounts receivable

 

13.7

 

Inventories

 

25.6

 

Deferred income taxes

 

2.3

 

Prepaid and other current assets

 

1.9

 

Property, plant and equipment

 

68.9

 

Non-amortizable intangible assets

 

1.4

 

Amortizable intangible assets

 

25.5

 

Acquired goodwill

 

26.7

 

Total assets acquired

 

170.8

 

 

 

 

 

Liabilities Assumed

 

 

 

Accounts payable

 

8.0

 

Accrued expenses

 

6.1

 

Deferred income taxes

 

23.6

 

Noncurrent employee benefits

 

9.8

 

Total liabilities assumed

 

47.5

 

 

 

 

 

Net assets acquired

 

$

123.3

 

 

The Company estimated the preliminary fair value of the assets and liabilities acquired in accordance with ASC Topic 820, Fair Value Measurements and Disclosures.  The preliminary fair value of amortizable and non-amortizable intangible assets was estimated by applying a royalty rate to projected revenue, net of tax impacts and adjusted for present value considerations.  The Company estimated the preliminary fair value of acquired property, plant and equipment using a combination of cost and market approaches.  In general, the preliminary fair value of other acquired assets and liabilities was estimated using the cost basis of the acquired FiberMark business.

 

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Table of Contents

 

The excess of the purchase price over the preliminary estimated fair value of the tangible net assets and identifiable intangible assets acquired was recorded as acquired goodwill. The factors contributing to the amount of goodwill recognized are based on several strategic and synergistic benefits that are expected to be realized from the acquisition of FiberMark. These benefits include entry into profitable new markets for premium packaging, performance materials and specialty papers with new capabilities and recognized brands, synergies from combining the business with Neenah’s existing infrastructure, and the opportunity to accelerate sales growth in areas like premium packaging. None of the goodwill recognized as part of the FiberMark acquisition will be deductible for income tax purposes.  However, the Company did acquire all of the tax attributes associated with the FiberMark assets and liabilities, including an insignificant amount of tax deductible goodwill.  Approximately $19.7 million, $6.5 million and $0.5 million of the goodwill acquired in the FiberMark acquisition is allocated to the Technical Products, Fine Paper and Packaging and Other segments, respectively.

 

For the three and nine months ended September 30, 2015, the Company incurred $2.0 million of acquisition and integration costs.  The Company expects to incur an additional $3.2 million of integration costs during the fourth quarter. For the three months ended September 30, 2015, net sales and income from operations before income taxes for the acquired businesses were $24.1 million and $0.8 million (excluding the acquisition related costs described above), respectively.

 

The following selected pro forma consolidated statements of operations data for the nine months ended September 30, 2015 and 2014 was prepared as though the FiberMark acquisition had occurred on January 1, 2014.  The information does not reflect future events that may occur after September 30, 2015 or any operating efficiencies or inefficiencies that may result from the FiberMark acquisition. Therefore, the information is not necessarily indicative of results that would have been achieved had the businesses been combined during the periods presented or the results that the Company will experience going forward.

 

 

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

Net sales

 

$

753.6

 

$

761.8

 

Operating income

 

82.8

 

77.8

 

Income from continuing operations

 

47.2

 

45.3

 

Income (loss) from discontinued operations

 

(6.9

)

1.0

 

Net income

 

40.3

 

46.3

 

 

 

 

 

 

 

Earnings (Loss) Per Common Share

 

 

 

 

 

Basic

 

 

 

 

 

Continuing operations

 

$

2.79

 

$

2.70

 

Discontinued Operations

 

(0.41

)

0.06

 

 

 

$

2.38

 

$

2.76

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

Continuing operations

 

$

2.75

 

$

2.65

 

Discontinued Operations

 

(0.40

)

0.06

 

 

 

$

2.35

 

$

2.71

 

 

Acquisition of Crane Technical Materials

 

On July 1, 2014, the Company purchased all of the outstanding equity of the Crane Technical Materials business for approximately $72 million.  The acquired technical materials business provides performance-oriented wet laid nonwovens media for filtration end markets as well as environmental, energy and industrial uses.  The results of this business are reported in the Technical Products segment from the date of acquisition.

 

The Company accounted for the transaction using the acquisition method in accordance with ASC Topic 805 “Business Combinations.” The allocation of the purchase price is based on the fair value of assets acquired and liabilities assumed as of July 1, 2014. The Company did not identify any material unrecorded pre-acquisition contingencies. The Company did not acquire any in-process research and development assets as part of the acquisition.

 

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Table of Contents

 

Note 4.  Supplemental Balance Sheet Data

 

The following table presents inventories by major class:

 

 

 

September 30, 2015

 

December 31, 2014

 

Raw materials

 

$

31.0

 

$

26.1

 

Work in progress

 

34.2

 

16.8

 

Finished goods

 

61.7

 

65.8

 

Supplies and other

 

4.5

 

6.5

 

 

 

131.4

 

115.2

 

Adjust FIFO inventories to LIFO cost

 

(11.6

)

(14.0

)

Total

 

$

119.8

 

$

101.2

 

 

The FIFO values of inventories valued on the LIFO method were $117.4 million and $95.7 million as of September 30, 2015 and December 31, 2014, respectively.

 

The following table presents changes in accumulated other comprehensive income (“AOCI”) for the nine months ended September 30, 2015:

 

 

 

Unrealized foreign
currency translation
loss

 

Net gain (loss) from
pension and other
postretirement
liabilities

 

Accumulated other
comprehensive income
(loss)

 

AOCI — December 31, 2014

 

$

(5.8

)

$

(62.6

)

$

(68.4

)

 

 

 

 

 

 

 

 

Other comprehensive loss before reclassifications

 

(9.1

)

 

(9.1

)

Amounts reclassified from AOCI

 

 

5.4

 

5.4

 

Income (loss) from other comprehensive income items

 

(9.1

)

5.4

 

(3.7

)

Provision for income taxes

 

 

2.0

 

2.0

 

Other comprehensive income (loss)

 

(9.1

)

3.4

 

(5.7

)

AOCI — September 30, 2015

 

$

(14.9

)

$

(59.2

)

$

(74.1

)

 

For the three and nine months ended September 30, 2015, the Company reclassified $1.8 million and $5.4 million of costs, respectively, from accumulated other comprehensive income to cost of products sold and selling, general and administrative expenses on the condensed consolidated statements of operations. For the three and nine months ended September 30, 2015, the Company recognized an income tax benefit of $0.7 million and $2.0 million, respectively, related to such reclassifications classified as Provision for income taxes on the condensed consolidated statements of operations.

 

For the three and nine months ended September 30, 2014, the Company reclassified $1.1 million and $3.4 million, respectively, of costs from accumulated other comprehensive income to cost of products sold and selling, general and administrative expenses on the condensed consolidated statements of operations. For the three and nine months ended September 30, 2014, the Company recognized an income tax benefit of $0.4 million and $1.3 million, respectively, related to such reclassifications classified as Provision for income taxes on the condensed consolidated statements of operations.

 

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Table of Contents

 

Note 5.  Debt

 

Long-term debt consisted of the following:

 

 

 

September 30, 2015

 

December 31, 2014

 

2021 Senior Notes (5.25% fixed rate) due May 2021

 

$

175.0

 

$

175.0

 

Global Revolving Credit Facilities (variable rates) due December 2019

 

62.3

 

48.7

 

Second German Loan Agreement (2.5% fixed rate) due in 32 equal quarterly installments ending September 2022

 

8.9

 

10.6

 

Total debt

 

246.2

 

234.3

 

Less: Debt payable within one year

 

1.3

 

1.4

 

Long-term debt

 

$

244.9

 

$

232.9

 

 

2021 Senior Notes

 

In May 2013, the Company completed an underwritten offering of eight-year senior unsecured notes (the “2021 Senior Notes”) at a face amount of $175 million. The 2021 Senior Notes bear interest at a rate of 5.25%, payable in arrears on May 15 and November 15 of each year, commencing on November 15, 2013, and mature on May 15, 2021. The 2021 Senior Notes are fully and unconditionally guaranteed by substantially all of the Company’s domestic subsidiaries. The 2021 Senior Notes were sold in a private placement transaction, have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold absent registration or an applicable exemption from registration requirements.

 

The 2021 Senior Notes contain terms, covenants and events of default with which the Company must comply, which the Company believes are ordinary and standard for notes of this nature. As of September 30, 2015, the Company was in compliance with all terms of the indenture for the 2021 Senior Notes.

 

Amended and Restated Secured Revolving Credit Facility

 

In December 2014, the Company amended and restated its existing credit facility by entering into the Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”) by and among the Company and certain of its domestic subsidiaries as the “Domestic Borrowers”, Neenah Services GmbH & Co. KG (“Neenah Services”) and certain of its German subsidiaries as the “German Borrowers”, certain other subsidiaries as the “German Guarantors”, the financial institutions signatory to the Third Amended and Restated Credit Agreement as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as agent for the Lenders.

 

The Third Amended and Restated Credit Agreement, among other things: (1) provides for a secured revolving credit facility for the Domestic Borrowers in the maximum principal amount of $125 million (the “U.S. Revolving Credit Facility”); (2) provides a secured, multicurrency, revolving credit facility for the German Borrowers in the maximum principal amount of $75 million (the “German Revolving Credit Facility,” and together with the U.S. Revolving Credit Facility, the “Global Revolving Credit Facilities”); (3) causes the Company and the other Domestic Borrowers to guarantee, among other things, the obligations of the German Borrowers arising under the German Revolving Credit Facility; (4) provides for the Global Revolving Credit Facilities to mature on December 18, 2019; and (5) provides for an accordion feature permitting one or more increases in the Global Revolving Credit Facilities in an aggregate principal amount not exceeding $50 million, such that the aggregate commitments under the Global Revolving Credit Facilities do not exceed $250 million. In addition, the Domestic Borrowers may request letters of credit under the U.S. Revolving Credit Facility in an aggregate face amount not to exceed $20 million outstanding at any time, and the German Borrowers may request letters of credit under the German Revolving Credit Facility in an aggregate face amount not to exceed $2 million outstanding at any time.

 

Availability under the Global Revolving Credit Facilities varies over time depending on the value of the Company’s inventory, receivables and various capital assets. As of September 30, 2015, the Company had $62.3 million outstanding under the Global Revolving Credit Facilities and $126.6 million of available credit (based on exchange rates at September 30, 2015). As of September 30, 2015, the weighted-average interest rate on outstanding Global Revolving Credit Facility borrowings was 1.90 percent per annum As of December 31, 2014, the Company had $48.7 million outstanding under the Global Revolving Credit Facilities at a weighted-average interest rate of 1.8 percent per annum.

 

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Table of Contents

 

Terms, Covenants and Events of Default. In general, borrowings under the Global Revolving Credit Facilities will bear interest at LIBOR (which cannot be less than zero percent) plus an applicable margin ranging from 1.50% to 2.00%, depending on the amount of availability under the Third Amended and Restated Credit Agreement.  In addition, the Company may elect an Alternate Borrowing Rate (“ABR”) for borrowings under the Global Revolving Credit Facilities. ABR borrowings under the Global Revolving Credit Facilities will bear interest at the highest interest rate shown in the following table:

 

 

 

Applicable Margin

 

 

 

U.S. Revolving Credit
Facility

 

German Revolving
Credit Facility

 

Prime rate

 

0.00% - 0.50%

 

Not applicable

 

Federal funds rate +0.50%

 

0.00% - 0.50%

 

Not applicable

 

Monthly LIBOR (which cannot be less than zero percent) +1.00%

 

1.50% - 2.00%

 

Not applicable

 

Overnight LIBOR (which cannot be less than zero percent)

 

Not applicable

 

1.50% - 2.00%

 

 

The Company is also required to pay a monthly commitment fee on the unused amounts available under the Global Revolving Credit Facilities at a per annum rate of 0.25%.

 

Subject to certain conditions, the Third Amended and Restated Credit Agreement permits the Company to make up to $10 million in cash repurchases of its outstanding common stock during each fiscal year, beginning in 2015, and to pay up to $25 million in cash dividends to its stockholders during any period of 12 consecutive months; however, such stock repurchases can be made, and such cash dividends can be paid, on an unlimited basis if pro forma aggregate availability under the Global Revolving Credit Facilities is greater than or equal to the greater of (i) $25 million and (ii) 12.5% of the aggregate commitment under the Global Revolving Credit Facilities, at all times during the 60-day period ending on the date of such repurchase or dividend payment.

 

The Third Amended and Restated Credit Agreement contains covenants with which the Company and its subsidiaries must comply during the term of the agreement, which the Company believes are ordinary and standard for agreements of this nature. If the aggregate availability under the Global Revolving Credit Facilities is less than the greater of (i) $25 million and (ii) 12.5% of the maximum aggregate commitments under the Global Revolving Credit Facilities as then in effect, the Company will be subject to increased reporting obligations and controls until such time as availability is more than the greater of (a) $35 million and (b) 17.5% of the maximum aggregate commitments under the Global Revolving Credit Facilities as then in effect.

 

If aggregate availability under the Global Revolving Credit Facilities is less than the greater of (i) $20 million and (ii) 10% of the maximum aggregate commitments under the Global Revolving Credit Facilities as then in effect, the Company is required to comply with a fixed charge coverage ratio (as defined in the Third Amended Credit agreement) of not less than 1.1 to 1.0 for the preceding four-quarter period, tested as of the end of each quarter. As of September 30, 2015, aggregate availability under the Global Revolving Credit Facilities exceeded the minimum required amount, and the Company is not required to comply with such fixed charge coverage ratio.

 

The Company’s ability to pay cash dividends on its common stock is limited under the terms of both the Third Amended and Restated Credit Agreement and the 2021 Senior Notes. As of September 30, 2015, the Company’s ability to pay cash dividends on its common stock under the most restrictive terms of its debt agreements was limited to a total of $25 million in a 12-month period. However, the Company can pay dividends in excess of $25 million in a 12-month period by utilizing “restricted payment baskets” as defined in the indenture for the 2021 Senior Notes and the Third Amended and Restated Credit Agreement.

 

Other Debt

 

As of September 30, 2015, Neenah Germany had €7.9 million ($8.9 million, based on exchange rates at September 30, 2015) outstanding under a project financing agreement (the “Second German Loan Agreement”).  The Second German Loan Agreement matures in September 2022 and principal is repaid in equal quarterly installments beginning in December 2014.

 

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Table of Contents

 

Note 6.  Pension and Other Postretirement Benefits

 

Pension Plans

 

Except as described below for the FiberMark acquisition, substantially all active employees of the Company’s U.S. operations participate in defined benefit pension plans and/or defined contribution retirement plans. In addition, the Company maintains a supplemental retirement pension plan (“SERP”) which is a non-qualified defined benefit plan and a supplemental retirement contribution plan (“SRCP”) which is a non-qualified defined contribution benefit plan. The Company provides benefits under the SERP and the SRCP to the extent necessary to fulfill the intent of its defined benefit and defined contribution retirement plans without regard to the limitations set by the Internal Revenue Code on qualified defined benefit and defined contribution plans. Neenah Germany has defined benefit plans designed to provide a monthly pension upon retirement for substantially all its employees in Germany. There is no legal or governmental obligation to fund Neenah Germany’s benefit plans and as such the Neenah Germany defined benefit plans are currently unfunded. As of September 30, 2015, Neenah Germany had investments of $1.7 million that were restricted to the payment of certain post-retirement employee benefits. As of September 30, 2015, $0.6 million and $1.1 million of such investments are classified as prepaid and other current assets and other assets, respectively, on the condensed consolidated balance sheet.

 

FiberMark Acquisition

 

Defined benefit plans

 

FiberMark sponsors a qualified defined benefit plan covering certain U.S. employees. During 2009, FiberMark fully froze this plan so that additional benefits cannot be earned as a result of additional years of service or increases in annual earnings.  Plan assets are invested principally in equity, government, corporate debt securities and other fixed income mutual funds. FiberMark sponsors a defined benefit plan covering all U.K. employees, which is designed to provide a monthly pension upon retirement.  This plan became fully frozen during 2011 and plan assets are primarily invested in equity mutual funds.

 

Multi-Employer plan

 

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

 

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

 

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

 

 

 

 

 

Pension

 

FIP/RP

 

 

 

 

 

Date of

 

 

 

 

 

Zone

 

Status

 

 

 

 

 

Collective

 

Pension

 

EIN/Pension

 

Status

 

Pending or

 

Contributions

 

Surcharge

 

Bargaining

 

Fund

 

Plan Number

 

2014

 

Implemented

 

2014

 

Imposed

 

Agreement

 

PACE Industry Union Management Pension Fund

 

11-6166763

 

Red

 

Implemented

 

$0.1 million

 

Yes

 

11/9/16

 

 

Defined contribution plans

 

FiberMark has several qualified defined contribution plans covering certain hourly and salaried employees.  The plans permit employee salary deferrals, with the Company match ranging from 0% to 3% of salary, depending on the plan and the level of employee deferral.

 

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

 

Components of Net Periodic Benefit Cost for Defined Benefit Plans

 

 

 

Pension Benefits

 

Postretirement Benefits
Other than Pensions

 

 

 

Three Months Ended Ended September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Service cost

 

$

1.5

 

$

1.3

 

$

0.5

 

$

0.4

 

Interest cost

 

3.7

 

3.8

 

0.4

 

0.4

 

Expected return on plan assets (a)

 

(5.0

)

(4.1

)

 

 

Recognized net actuarial loss

 

1.6

 

1.0

 

 

 

Amortization of prior service cost (benefit)

 

0.1

 

0.1

 

(0.1

)

 

Net periodic benefit cost

 

1.9

 

2.1

 

0.8

 

0.8

 

Less: Costs related to discontinued operations

 

0.2

 

0.2

 

0.1

 

0.1

 

Net periodic benefit cost related to continuing operations

 

$

1.7

 

$

1.9

 

$

0.7

 

$

0.7

 

 

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Table of Contents

 

 

 

Pension Benefits

 

Postretirement Benefits
Other than Pensions

 

 

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Service cost

 

$

4.4

 

$

4.0

 

$

1.3

 

$

1.2

 

Interest cost

 

10.4

 

11.5

 

1.2

 

1.4

 

Expected return on plan assets (a)

 

(14.1

)

(12.6

)

 

 

Recognized net actuarial loss

 

5.0

 

3.2

 

0.1

 

0.1

 

Amortization of prior service cost (benefit)

 

0.2

 

0.2

 

(0.2

)

(0.1

)

Net periodic benefit cost

 

5.9

 

6.3

 

2.4

 

2.6

 

Less: Costs related to discontinued operations

 

0.7

 

0.6

 

0.2

 

0.3

 

Net periodic benefit cost related to continuing operations

 

$

5.2

 

$

5.7

 

$

2.2

 

$

2.3

 

 


(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 nonqualified defined benefit pension trusts and to pay pension benefits for unfunded pension plans of approximately $5 million (based on exchange rates at September 30, 2015) in calendar 2015.  For the nine months ended September 30, 2015, the Company made $1.3 million of such payments.

 

Note 7.  Stock Compensation Plan

 

The Company established the 2004 Omnibus Stock and Incentive Plan (the “2004 Omnibus Plan”) in December 2004 and reserved 3,500,000 shares of $0.01 par value common stock (“Common Stock”) for issuance under the Omnibus Plan. Pursuant to the terms of the 2004 Omnibus Plan, the compensation committee of the Company’s Board of Directors may grant various types of equity-based compensation awards, including incentive and nonqualified stock options, SARs, restricted stock, restricted stock units, restricted stock units with performance conditions and performance units, in addition to certain cash-based awards.

 

At the 2013 Annual Meeting of Stockholders, the Company’s stockholders approved an amendment and restatement of the 2004 Omnibus Plan (as amended and restated the “Omnibus Plan”). The amendment and restatement authorized the Company to reserve an additional 1,577,000 shares of Common Stock for future issuance. As of September 30, 2015, the Company had 1,295,000 shares of Common Stock reserved for future issuance under the Omnibus Plan.  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 Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Stock-based compensation expense

 

$

1.0

 

$

1.1

 

$

4.5

 

$

4.1

 

Income tax benefit

 

(0.5

)

(0.5

)

(1.8

)

(1.6

)

Stock-based compensation, net of income tax benefit

 

$

0.5

 

$

0.6

 

$

2.7

 

$

2.5

 

 

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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 nine months ended September 30, 2015.

 

 

 

Stock Options and
SARs

 

Performance Shares and
Restricted Stock

 

Unrecognized compensation cost — December 31, 2014

 

$

1.1

 

$

2.2

 

Grant date fair value of current year grants

 

1.4

 

3.5

 

Compensation expense recognized

 

(1.5

)

(3.0

)

Unrecognized compensation cost —September 30, 2015

 

$

1.0

 

$

2.7

 

 

 

 

 

 

 

Expected amortization period (in years)

 

1.7

 

1.5

 

 

Stock Options and SARs (“Options”)

 

The following tables present information regarding Options awarded during the nine months ended September 30, 2015:

 

Options granted

 

87,900

 

Per share weighted average exercise price

 

$

59.72

 

Per share weighted average grant date fair value

 

$

16.47

 

 

The weighted-average grant date fair value for Options granted during the nine months ended September 30, 2015 was estimated using the Black-Scholes option valuation model with the following assumptions:

 

Expected term in years

 

5.8

 

Risk free interest rate

 

1.4

%

Volatility

 

34.4

%

Dividend yield

 

2.0

%

 

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 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 Option awards. Forfeitures were estimated at the date of grant.

 

The following table presents information regarding Options that vested during the nine months ended September 30, 2015:

 

Options vested

 

96,100

 

Aggregate grant date fair value of Options vested

 

$

1.0

 

 

For the three and nine months ended September 30, 2015, the aggregate pre-tax intrinsic value of Options exercised was $0.8 million and $3.7 million, respectively.  For the three and nine months ended September 30, 2014, the aggregate pre-tax intrinsic value of Options exercised was $1.9 million and $10.3 million, respectively.

 

As of September 30, 2015, certain participants met age and service requirements that allowed their Options to qualify for accelerated vesting upon retirement. As of September 30, 2015, such participants held Options to purchase approximately 90,000 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 $1.3 million. Options subject to accelerated vesting for expense recognition become exercisable according to the contract terms of the stock-based awards.

 

F-16



Table of Contents

 

The following table presents information regarding outstanding Options:

 

 

 

September 30, 2015

 

December 31, 2014

 

Options vested or expected to vest

 

568,600

 

601,100

 

Aggregate intrinsic value

 

$

15.6

 

$

20.3

 

Per share weighted average exercise price

 

$

31.09

 

$

26.46

 

Exercisable Options

 

270,200

 

292,900

 

Aggregate intrinsic value

 

$

9.6

 

$

11.4

 

Unvested Options

 

302,900

 

311,100

 

Per share weighted average grant date fair value

 

$

12.14

 

$

10.37

 

 

Performance Units/RSUs

 

For the nine months ended September 30, 2015, the Company granted target awards of approximately 45,100 Performance Units. The measurement period for the Performance Units is January 1, 2015 through December 31, 2015. The Performance Units vest on December 31, 2017. Common Stock equal to not less than 40 percent and not more than 200 percent of the Performance Unit target will be awarded based on the Company’s return on invested capital, consolidated revenue growth, the percentage of consolidated free cash flow to revenue and total return to shareholders relative to the companies in the Russell 2000® Value small cap index. As of September 30, 2015, the Company expects that Common Stock equal to approximately 150 percent of the Performance Unit targets will be earned. The market price on the date of grant for the Performance Units was $59.72 per share. Based on the expected achievement of performance targets, the Company is recognizing stock-based compensation expense pro-rata over the vesting term of the Performance Units.

 

For the nine months ended September 30, 2015, the Company awarded 9,030 RSUs to non-employee members of the Board of Directors and 3,145 RSUs (net of forfeitures) to employees. The weighted average grant date fair value of such awards was $61.64 per share and the awards vest one year from the date of grant. During the vesting period, the holders of the RSUs are entitled to dividends, but the RSUs do not have voting rights and are forfeited in the event the holder is no longer an employee or member of the Board of Directors on the vesting date.

 

Excess Tax Benefits

 

ASC Topic 718 requires the reporting of excess tax benefits related to the exercise or vesting of stock-based awards as cash provided by financing activities within the statement of cash flows. Excess tax benefits represent the difference between the tax deduction the Company will receive on its tax return for compensation recognized by employees upon the vesting or exercise of stock-based awards and the tax benefit recognized for the grant date fair value of such awards. For the nine months ended September 30, 2015 and 2014, the Company recognized excess tax benefits related to the exercise or vesting of stock-based awards of $1.1 million and $3.0 million, respectively.

 

F-17



Table of Contents

 

Note 8.  Goodwill and Other Intangible Assets

 

The following table presents changes in the carrying amount of goodwill for the nine months ended September 30, 2015. As of September 30, 2015, $67.4 million, $6.5 million and $0.5 million of such goodwill is reported within the Technical Products, Fine Paper and Packaging and Other segments, respectively.

 

 

 

Gross Amount

 

Cumulative
Impairment Losses

 

Net

 

Balance at December 31, 2014

 

$

100.8

 

$

(50.3

)

$

50.5

 

Acquisition of FiberMark

 

26.7

 

 

26.7

 

Foreign currency translation

 

(6.6

)

3.8

 

(2.8

)

 

 

 

 

 

 

 

 

Balance at September 30, 2015

 

$

120.9

 

$

(46.5

)

$

74.4

 

 

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

 

 

 

Weighted-
Average

 

September 30, 2015

 

December 31, 2014

 

 

 

Amortization
Period (Years)

 

Gross
Amount

 

Accumulated
Amortization

 

Gross
Amount

 

Accumulated
Amortization

 

Amortizable intangible assets

 

 

 

 

 

 

 

 

 

 

 

Customer based intangibles

 

15

 

$

35.9

 

$

(8.6

)

$

22.7

 

$

(8.1

)

Trade names and trademarks

 

10 - 15

 

4.4

 

(1.7

)

1.5

 

(1.3

)

Acquired technology

 

10 - 15

 

16.0

 

(1.3

)

7.5

 

(1.0

)

Total amortizable intangible assets

 

 

 

56.3

 

(11.6

)

31.7

 

(10.4

)

Non-amortizable trade names

 

Not amortized

 

35.9

 

 

35.3

 

 

Total

 

 

 

$

92.2

 

$

(11.6

)

$

67.0

 

$

(10.4

)

 

The following table presents intangible assets acquired in conjunction with the FiberMark acquisition:

 

 

 

 

 

Estimated Useful

 

 

 

 

 

Lives

 

 

 

Intangibles

 

(Years)

 

Intangible assets—definite lived

 

 

 

 

 

Trademarks

 

$

2.7

 

15

 

Customer based intangibles

 

14.1

 

15

 

Acquired technology

 

8.7

 

13

 

Total

 

25.5

 

 

 

Trademarks—indefinite lived

 

1.4

 

 

 

Total intangible assets

 

$

26.9

 

 

 

 

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Table of Contents

 

All other changes in the carrying value of the Company’s intangible assets not specifically identified are due to foreign currency translation effects. As of September 30, 2015, $50.9 million, $28.6 million and $1.1 million of such intangible assets are reported within the Technical Products, Fine Paper and Packaging and Other segments, respectively.

 

Note 9.  Stockholders’ Equity

 

Common Stock

 

The Company has authorized 100 million shares of Common Stock. Holders of the Company’s Common Stock are entitled to one vote per share. As of September 30, 2015 and December 31, 2014, the Company had 16,730,000 shares and 16,748,000 shares of Common Stock outstanding, respectively.

 

In May 2015, the Company’s Board of Directors authorized a program that would allow the Company to repurchase up to $25 million of its outstanding Common Stock over the next 12 months (the “2015 Stock Purchase Plan”).  Purchases by the Company under the 2015 Stock Purchase Plan would be made from time to time in the open market or in privately negotiated transactions in accordance with the requirements of applicable law. The timing and amount of any purchases will depend on share price, market conditions and other factors. The 2015 Stock Purchase Plan does not require the Company to purchase any specific number of shares and may be suspended or discontinued at any time. The Company had a substantially identical $25 million repurchase program in place during the preceding 12 months that expired in May 2015 (the “2014 Stock Purchase Plan”).  For the nine months ended September 30, 2015, the Company acquired approximately 42,100 shares of Common Stock at a cost of $2.4 million and 60,900 shares of Common Stock at a cost of $3.4 million pursuant to the 2015 Stock Purchase Plan and the 2014 Stock Purchase Plan, respectively. For the nine months ended September 30, 2014, there were no Common Stock purchases under the 2014 Stock Purchase Plan.

 

As of September 30, 2015, under the terms of the 2021 Senior Notes the Company has limitations on its ability to repurchases shares of its Common Stock.  The Company can repurchase shares of its Common Stock by utilizing “restricted payment baskets” as defined in the indenture for the 2021 Senior Notes and the Third Amended and Restated Credit Agreement.

 

For the nine months ended September 30, 2015, the Company acquired approximately 2,200 shares of Common Stock at a cost of $0.2 million for shares surrendered by employees to pay taxes due on vested restricted stock awards. For the nine months ended September 30, 2014, the Company acquired approximately 3,000 shares of Common Stock at a cost of $0.1 million for shares surrendered by employees to pay taxes due on vested restricted stock awards.

 

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 effect on the consolidated financial condition, results of operations or cash flows of the Company.

 

Income Taxes

 

The Company is continuously undergoing examination by the Internal Revenue Service (the “IRS”) as well as various state and foreign jurisdictions. These tax authorities routinely challenge certain deductions and credits reported by the Company on its income tax returns.  No significant tax audit findings are being contested at this time with either the IRS or any state or foreign tax authority.

 

Employees and Labor Relations

 

Approximately 50 percent of salaried employees and 80 percent of hourly employees of Neenah Germany are eligible to be represented by the Mining, Chemicals and Energy Trade Union, Industriegewerkschaft Bergbau, Chemie and Energie (the “IG BCE”). In July 2015, the IG BCE and a national trade association representing all employers in the industry signed a collective bargaining agreement covering union employees of Neenah Germany that expires in June 2017. Under German law union membership is voluntary and does not need to be disclosed to the Company. As a result, the number of employees covered by the collective bargaining agreement with the IG BCE that expires in June 2017 cannot be determined. As of September 30, 2015, the Company had no employees covered by collective bargaining agreements that will expire in the next 12-months.  The Company believes it has satisfactory relations with its employees covered by collective bargaining agreements.

 

F-19



Table of Contents

 

FiberMark acquisition

 

In the U.S. and the U.K., approximately 72% of FiberMark’s hourly employees are union members and are covered under collective bargaining agreements which expire at various times from 2016 through 2017. The agreements at the Brattleboro, Vermont mill, the Reading, Pennsylvania mill and the Lowville, New York mill expire in August 2016, September 2016 and November 2016, respectively. The agreement at the Bolton, England mill expires in May 2016. As of September 30, 2015, employees covered under agreements that expire in the next 12-months represent approximately 38% of all hourly employees of the Company.

 

Note 11.  Discontinued Operations and Assets Held for Sale

 

Discontinued Operations

 

On September 7, 2015, the Company reached an agreement for the sale of the Lahnstein Mill to the Buyer, a privately-owned enterprise specializing in equity holdings in German medium-sized companies, for cash proceeds of approximately $9 million. The sale was completed on October 31, 2015. The Buyer acquired all the assets and liabilities of the Lahnstein Mill, including pension and related liabilities of approximately $20 million. The Lahnstein Mill, which had annual sales of approximately $50 million, had been operating as a stand-alone business, manufacturing non-woven wallcoverings and various other specialty papers. The sale focuses the Company’s portfolio on targeted growth markets such as filtration, premium fine papers and packaging and other performance materials.

 

Upon reaching an agreement for the sale of the Lahnstein Mill, the Company compared the carrying value of the Lahnstein Mill assets to the fair value of such assets reflected in the sales agreement.  As a result, the Company recognized an estimated impairment charge of $5.5 million to reduce the carrying value of the Lahnstein Mill assets to fair value.  Such estimate will be subject to adjustment as a result of the true-up of the sales price to the October 31, 2015 values of cash and working capital and other differences in estimates of other balance sheet accounts as of that date.  In addition, the Company recognized approximately $1.4 million of estimated transaction costs related to the sale.  For the three and nine months ended September 30, 2015, discontinued operations reported on the condensed consolidated statements of operations include the results of operations and the estimated loss on sale of the Lahnstein Mill. The condensed consolidated statements of operations for the three and nine months ended September 30, 2014 have been restated to report results of the Lahnstein Mill as discontinued operations.  The results of the Lahnstein Mill were previously reported in the Technical Products segment.  As of September 30, 2015 and December 31, 2014, the assets and liabilities of the Lahnstein Mill are classified as assets held for sale on the condensed consolidated balance sheet.

 

The following table presents selected financial information for discontinued operations:

 

 

 

Three Months Ended Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Net sales

 

$

12.2

 

$

15.2

 

$

38.8

 

$

50.0

 

Cost of products sold

 

11.5

 

13.7

 

35.5

 

44.5

 

Gross Profit

 

0.7

 

1.5

 

3.3

 

5.5

 

Selling, general and administrative expenses

 

1.0

 

1.1

 

3.2

 

3.7

 

Restructuring costs

 

0.1

 

0.1

 

0.1

 

0.6

 

Other income - net

 

(0.2

)

 

(0.4

)

(0.2

)

Income (Loss) From Discontinued Operations Before Income Taxes

 

(0.2

)

0.3

 

0.4

 

1.4

 

Loss on sale

 

(6.9

)

 

(6.9

)

 

Income (loss) before income taxes

 

(7.1

)

0.3

 

(6.5

)

1.4

 

Income tax provision

 

0.3

 

0.1

 

0.4

 

0.4

 

Income (loss) from discontinued operations

 

$

(7.4

)

$

0.2

 

$

(6.9

)

$

1.0

 

 

The following table presents selected cash flow information for discontinued operations:

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

2015

 

2014

 

Depreciation and amortization

 

 

 

 

 

$

2.5

 

$

13.0

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

 

 

 

$

0.4

 

$

0.6

 

 

F-20



Table of Contents

 

Assets Held for Sale

 

The following table presents the major components of assets and liabilities of the Lahnstein Mill and the Fitchburg Mill classified as assets held for sale and liabilities related to facilities held for sale on the condensed consolidated balance sheet:

 

 

 

September 30, 2015

 

December 31, 2014

 

Assets Held For Sale

 

 

 

 

 

Current Assets

 

 

 

 

 

Accounts receivable - net

 

$

4.9

 

$

2.4

 

Inventories

 

9.6

 

10.1

 

Prepaid and other current assets

 

1.2

 

1.4

 

Property, Plant and Equipment

 

24.3

 

28.3

 

Goodwill

 

0.9

 

1.0

 

Intangible Assets—net

 

1.9

 

2.3

 

Other Assets

 

0.8

 

0.9

 

Less, Asset Impairment

 

(5.5

)

 

Assets Held for Sale

 

$

38.1

 

$

46.3

 

Liabilities Related to Facilities Held for Sale

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

 

$

2.6

 

$

2.4

 

Accrued expenses

 

3.3

 

2.0

 

Deferred Income Taxes

 

0.6

 

0.7

 

Noncurrent Employee Benefits

 

20.9

 

22.2

 

Liabilities related to facilities held for sale

 

$

27.4

 

$

27.3

 

 

As of September 30, 2015, assets held for sale less liabilities related to facilities held for sale of $10.7 million is composed of $8.8 million related to the Lahnstein Mill and $1.9 million related to the Fitchburg Mill.

 

Note 12.  Business Segment Information

 

On July 1, 2015, the Company reorganized its internal management structure and, accordingly, addressed its segment reporting structure. As a result of this reorganization, the Other operating segment (composed of the non-premium Index, Tag and Vellum Bristol product lines acquired as part of the purchase of the Wausau brands) was combined with the Fine Paper and Packaging operating segment to reflect the manner in which this business is managed. Segment information for prior periods has been restated to conform to the current period presentation.  In addition, as part of the FiberMark acquisition, the Company acquired certain product lines composed of non-strategic papers sold to converters for end uses such as covering materials for datebooks, diaries, yearbooks and traditional photo albums.  Due to the non-strategic nature of these products, management decided that they would not be managed as part of either the existing Fine Paper and Packaging or Technical Material businesses.  As a result, effective August 1, 2015, these product lines represent an operating segment which does not meet the quantitative threshold  for a reportable segment and are accordingly reported as an Other operating segment.

 

The Company’s reportable operating segments now consist of Technical Products, Fine Paper and Packaging and Other.  The Technical Products segment is an aggregation of the Company’s Filtration and Performance Material businesses which are similar in terms of economic characteristics, nature of products, processes, customer class and product distribution methods.

 

The technical products business is an international producer of fiber-formed, coated and/or saturated specialized media that delivers high performance benefits to customers.  Included in this segment are filtration media, tape and abrasives backings products, and durable label and specialty substrate products. The fine paper and packaging business is a supplier of branded premium printing, packaging and other high end specialty papers primarily in North America. 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 Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Net sales

 

 

 

 

 

 

 

 

 

Technical Products

 

$

108.9

 

$

106.2

 

$

321.2

 

$

305.9

 

Fine Paper and Packaging

 

116.9

 

109.1

 

330.3

 

330.2

 

Other

 

5.8

 

 

5.8

 

 

Consolidated

 

$

231.6

 

$

215.3

 

$

657.3

 

$

636.1

 

 

F-21



Table of Contents

 

 

 

Three Months Ended Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Operating income (loss)

 

 

 

 

 

 

 

 

 

Technical Products

 

$

11.0

 

$

9.6

 

$

41.7

 

$

35.5

 

Fine Paper and Packaging

 

17.2

 

15.3

 

52.2

 

45.6

 

Other

 

(0.2

)

 

(0.2

)

 

Unallocated corporate costs

 

(3.6

)

(3.2

)

(13.2

)

(11.5

)

Consolidated

 

$

24.4

 

$

21.7

 

$

80.5

 

$

69.6

 

 

 

 

September 30, 2015

 

December 31, 2014

 

Total Assets

 

 

 

 

 

Technical Products

 

$

450.2

 

$

372.8

 

Fine Paper and Packaging

 

262.5

 

228.8

 

Corporate and Other

 

50.7

 

82.7

 

Assets held for sale

 

38.1

 

46.3

 

Total

 

$

801.5

 

$

730.6

 

 

F-22



Table of Contents

 

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

 

The following discussion and analysis presents the factors that had a material effect on our financial position as of September 30, 2015 and our results of operations for the three and nine months ended September 30, 2015 and 2014. You should read this discussion in conjunction with our consolidated financial statements and the notes to those consolidated financial statements included in our most recent Annual Report on Form 10-K. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. See “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

 

Executive Summary

 

On August 1, 2015, we purchased all of the outstanding equity of FiberMark from American Securities for a purchase price of $120 million. The purchase price of $120 million, subject to adjustments for acquired cash and a working capital true up, resulted in a cash payment of $123 million at closing, and was financed through $80 million of cash on hand and the balance from available borrowing capacity on our Global Revolving Credit Facilities.

 

On September 7, 2015, we reached an agreement for the sale of our Lahnstein Mill to the Kajo Neukirchen Group for cash proceeds of approximately $9 million.  We completed the sale on October 31, 2015.  For the three and nine months ended September 30, 2015, discontinued operations reported on the condensed consolidated statements of operations reflect the results of operations and the estimated loss on sale of the Lahnstein Mill. The condensed consolidated statements of operations for the three and nine months ended September 30, 2014 have been restated to report results of the Lahnstein Mill as discontinued operations.  The results of the Lahnstein Mill were previously reported in the Technical Products segment.

 

For the three months ended September 30, 2015, consolidated net sales increased $16.3 million from the prior year period to $231.6 million as incremental technical products volume related to organic growth, the FiberMark acquisition and higher average net prices for our heritage businesses were partially offset by unfavorable currency exchange effects.  Excluding currency exchange effects and incremental sales from FiberMark, consolidated sales increased $1.7 million (1%) from the prior year.

 

Consolidated operating income of $24.4 million for the three months ended September 30, 2015 increased $2.7 million from the prior year period.  The favorable comparison to the prior year was primarily due to higher net price for our heritage businesses, lower manufacturing input costs and organic volume growth in our technical products business.  These favorable variances were partially offset by lower fine paper and packaging shipment volume, the timing of scheduled annual maintenance downtime for our German filtration operation and unfavorable currency exchange effects.

 

Cash provided by operating activities of $35.0 million for the three months ended September 30, 2015 was $14.3 million favorable to cash provided by operating activities of $20.7 million in the prior year period primarily due to reduced investments in working capital and lower post-retirement benefit plan contributions.

 

On July 1, 2015, we reorganized our internal management structure and, accordingly, addressed our segment reporting structure. As a result of this reorganization, the Other operating segment (composed of the non-premium Index, Tag and Vellum Bristol product lines acquired as part of the purchase of the Wausau brands) was combined with the Fine Paper and Packaging operating segment to reflect the manner in which this business is managed. Segment information for prior periods has been restated to conform to the current period presentation.  In addition, as part of the FiberMark acquisition, we acquired certain product lines composed of non-strategic papers sold to converters for end uses such as covering materials for datebooks, diaries, yearbooks and traditional photo albums.  Due to the non-strategic nature of these products, management decided that they would not be managed as part of either the existing Fine Paper and Packaging or Technical Material businesses.  As a result, effective August 1, 2015, these product lines represent an operating segment which does not meet the quantitative threshold  for a reportable segment and are accordingly reported as an Other operating segment.  Our reportable operating segments now consist of Technical Products, Fine Paper and Packaging and Other.

 

Results of Operations and Related Information

 

In this section, we discuss and analyze our net sales, earnings before interest and taxes (which we refer to as “operating income”) and other information relevant to an understanding of our results of operations for the three months ended September 30, 2015 and 2014.

 

Analysis of Net Sales — Three and nine months ended September 30, 2015 and 2014

 

The following table presents net sales by segment, expressed as a percentage of total net sales:

 

 

 

Three Months Ended Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technical Products

 

$

108.9

 

47

%

$

106.2

 

49

%

$

321.2

 

49

%

$

305.9

 

48

%

Fine Paper and Packaging

 

116.9

 

50

%

109.1

 

51

%

330.3

 

50

%

330.2

 

52

%

Other

 

5.8

 

3

%

 

0

%

5.8

 

1

%

 

0

%

Consolidated

 

$

231.6

 

100

%

$

215.3

 

100

%

$

657.3

 

100

%

$

636.1

 

100

%

 

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Table of Contents

 

Commentary:

 

The following table presents our net sales by segment for the three months ended September 30, 2015 and 2014:

 

 

 

 

 

Change in Net Sales Compared to Prior Period

 

 

 

Three Months

 

 

 

Change Due To

 

 

 

Ended September 30,

 

 

 

 

 

Average

 

 

 

 

 

2015

 

2014

 

Total Change

 

Volume

 

Net Price

 

Currency

 

Technical Products

 

$

108.9

 

$

106.2

 

$

2.7

 

$

12.4

 

$

(0.2

)

$

(9.5

)

Fine Paper and Packaging

 

116.9

 

109.1

 

7.8

 

5.8

 

2.0

 

 

Other

 

5.8

 

 

5.8

 

5.8

 

 

 

Consolidated

 

$

231.6

 

$

215.3

 

$

16.3

 

$

24.0

 

$

1.8

 

$

(9.5

)

 

Consolidated net sales for the three months ended September 30, 2015 were $16.3 million (8%) higher than the prior year period as incremental technical products organic volume growth, the FiberMark acquisition and higher average selling prices more than offset unfavorable currency exchange effects and lower volumes for the heritage fine paper and packaging business.  Excluding currency exchange effects and incremental FiberMark sales, consolidated sales increased $1.7 million (1%).

 

·                  Net sales in our technical products business increased $2.7 million (3%) from the prior period due to incremental organic volume, the FiberMark acquisition and higher selling prices, partially offset by unfavorable currency exchange effects and a lower value product mix.  Unfavorable currency exchange effects resulted from the Euro weakening by more than 15 percent relative to the U.S. dollar in the third quarter of 2015 as compared to the prior year period. Excluding currency exchange effects and incremental sales from FiberMark, technical product sales increased $2.1 million (2%). Excluding incremental sales of FiberMark, sales volumes increased approximately two percent from the prior year period as growth in filtration and labels more than offset lower shipments of backing products.

 

·                  Net sales in our fine paper and packaging business increased $7.8 million (7%) from the prior year period primarily due to incremental FiberMark sales.  Excluding acquired revenues, fine paper and packaging sales decreased $0.4 million or less than one percent as higher average net price was offset by a two percent decrease in sales volumes.  Sales volumes were unfavorable to the prior year as increases in premium packaging and retail products were more than offset by lower sales of other grades, including lower margin special make business.  Average net price improved from the prior year due to both an increase in average selling prices and a more favorable product mix.

 

The following table presents our net sales by segment for the nine months ended September 30, 2015 and 2014:

 

 

 

 

 

 

 

Change in Net Sales Compared to Prior Period

 

 

 

Nine Months

 

 

 

Change Due To

 

 

 

Ended September 30,

 

 

 

 

 

Average

 

 

 

 

 

2015

 

2014

 

Total Change

 

Volume

 

Net Price

 

Currency

 

Technical Products

 

$

321.2

 

$

305.9

 

$

15.3

 

$

47.8

 

$

(0.1

)

$

(32.4

)

Fine Paper and Packaging

 

330.3

 

330.2

 

0.1

 

(7.5

)

7.6

 

 

Other

 

5.8

 

 

5.8

 

5.8

 

 

 

Consolidated

 

$

657.3

 

$

636.1

 

$

21.2

 

$

46.1

 

$

7.5

 

$

(32.4

)

 

Consolidated net sales for the nine months ended September 30, 2015 were $21.2 million higher than the prior year period due to incremental technical products organic volume growth, the FiberMark acquisition, and higher average selling prices, partially offset by unfavorable currency exchange effects.  Excluding incremental FiberMark sales and currency exchange effects, consolidated net sales increased $29.5 million (5%) from the prior year period.

 

·                  Net sales in our technical products business increased $15.3 million (5%) from the prior year due as incremental sales volume related to organic growth, incremental FiberMark sales and higher selling prices were only partially offset by unfavorable currency exchange effects.  Unfavorable currency exchange effects resulted from the Euro weakening by approximately 18 percent relative to the U.S. dollar in the first nine months of 2015 as compared to the prior year period. Excluding currency exchange effects and incremental FiberMark sales, technical product sales increased $34.2 million (11%) and volumes increased approximately 12 percent from the prior year period due to growth in shipments of filtration and specialty performance products.

 

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Table of Contents

 

·                  Net sales in our fine paper and packaging business were essentially unchanged from the prior year period as higher average net price and incremental FiberMark sales were offset by a five percent decrease in sales volumes.  Average net price improved from the prior year due to an increase in average selling prices and a more favorable product mix.  Sales volume was unfavorable to the prior year as growth in shipments of premium packaging and retail products was more than offset by lower sales of other papers, including lower margin special make business.

 

The following table sets forth line items from our condensed consolidated statements of operations as a percentage of net sales for the periods indicated and is intended to provide a perspective of trends in our historical results:

 

 

 

Three Months Ended Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

100.0

%

100.0

%

100.0

%

100.0

%

Cost of products sold

 

79.1

 

80.8

 

77.8

 

79.9

 

Gross profit

 

20.9

 

19.2

 

22.2

 

20.1

 

Selling, general and administrative expenses

 

9.2

 

8.7

 

9.4

 

8.9

 

Restructuring costs

 

1.2

 

0.4

 

0.4

 

0.2

 

Other expense - net

 

 

 

0.1

 

0.1

 

Operating income

 

10.5

 

10.1

 

12.2

 

10.9

 

Interest expense-net

 

1.2

 

1.3

 

1.3

 

1.3

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before income taxes

 

9.3

 

8.8

 

10.9

 

9.6

 

Provision for income taxes

 

3.5