8-K 1 d8k.htm CURRENT REPORT Current Report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1, 2010

 

 

LOGO

 

 

8540 Gander Creek Drive

Miamisburg, Ohio 45342

877.855.7243

 

      IRS Employer   
Commission       Identification    State of
File Number    Registrant    Number    Incorporation
001-32956    NEWPAGE HOLDING CORPORATION    05-0616158    Delaware
333-125952    NEWPAGE CORPORATION    05-0616156    Delaware

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01 Regulation FD Disclosure

We are providing our current expectations for NewPage Corporation (the “company”) as of the date of this Current Report for the periods discussed. These expectations are based on currently available information, which is subject to revision. Accordingly, we may report financial results that are materially different than our current expectations described below.

We currently expect that Adjusted EBITDA (net income (loss) attributable to the company before interest, taxes, depreciation and amortization and adjusted to exclude certain items such as non-cash expenses and gains and losses on sales of assets) for the third quarter of 2010 will be between approximately $90 million and $100 million, compared to $10 million for the second quarter of 2010 and $140 million for the third quarter of 2009 (2009 levels included $94 million of income from alternative fuel mixture tax credits). We currently expect that net income (loss) attributable to the company for the third quarter of 2010 will be between approximately $(75) million and $(85) million, compared to $(174) million for the second quarter of 2010 and $(138) million for the third quarter of 2009.

We currently expect that Adjusted EBITDA for the fourth quarter of 2010 will be between approximately $145 million and $165 million, compared to $88 million for the fourth quarter of 2009 (2009 levels included $90 million of income from alternative fuel mixture tax credits). We currently expect that net income (loss) attributable to the company for the fourth quarter of 2010 will be between approximately $(10) million and $(35) million, compared to $(55) million for the fourth quarter of 2009. We currently expect that our levels of sales volume and pricing for the fourth quarter of 2010 will be indicative of the quarterly sales volume and pricing levels in 2011 after consideration of seasonal factors.

EBITDA is defined as net income (loss) attributable to the company before interest expense, income taxes, depreciation or amortization. EBITDA and Adjusted EBITDA are not measures of our performance under accounting principles generally accepted in the United States (“U.S. GAAP”), are not intended to represent net income (loss) attributable to the company, and should not be used as an alternative to net income (loss) attributable to the company as an indicator of performance. EBITDA and Adjusted EBITDA are shown because they are a basis upon which our management assesses our performance and are primary components of certain covenants under our revolving credit facility. The use of EBITDA and Adjusted EBITDA instead of net income (loss) attributable to the company has limitations as an analytic tool and you should not consider them in isolation or as a substitute for analysis of the company’s results under U.S. GAAP. See our periodic filings for a further discussion of the limitations on the use of EBITDA and Adjusted EBITDA as an analytic tool as well as a reconciliation of net income (loss) attributable to the company to Adjusted EBITDA for the third quarter of 2009, the fourth quarter of 2009 and the second quarter of 2010.


Forward-Looking Statements

This current report contains “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and other related laws. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. Forward-looking statements may include the words “may,” “plans,” “estimates,” “anticipates,” “believes,” “expects,” “intends” and similar expressions. Although we believe that these forward-looking statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected or assumed in our forward-looking statements. These factors, risks and uncertainties include, among others, the following:

 

   

our substantial level of indebtedness

 

   

changes in the supply of, demand for, or prices of our products

 

   

general economic and business conditions in the United States and Canada and elsewhere

 

   

the ability of our customers to continue as a going concern, including our ability to collect accounts receivable according to customary business terms

 

   

the activities of competitors, including those that may be engaged in unfair trade practices

 

   

changes in significant operating expenses, including raw material and energy costs

 

   

changes in currency exchange rates


   

changes in the availability of capital

 

   

changes in the regulatory environment, including requirements for enhanced environmental compliance

 

   

the other factors described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009

Given these risks and uncertainties, we caution you not to place undue reliance on forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, either to reflect new developments or for any other reason, except as required by law.


SIGNATURES

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

 

NEWPAGE HOLDING CORPORATION     NEWPAGE CORPORATION
By:  

/s/ David J. Prystash

    By:  

/s/ David J. Prystash

  David J. Prystash       David J. Prystash
  Senior Vice President and       Senior Vice President and
  Chief Financial Officer       Chief Financial Officer
  Date: September 1, 2010      

Date: September 1, 2010