Yes x
|
No ¨
|
Yes x
|
No ¨
|
Large accelerated filer x
|
Accelerated filer ¨
|
Non-accelerated filer ¨
|
Smaller reporting company ¨
|
Yes ¨
|
No x
|
ITEM
|
PAGE
|
|
PART I - FINANCIAL INFORMATION
|
||
1.
|
Financial Statements:
|
|
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2012 and 2011
|
3
|
|
Condensed Consolidated Balance Sheets as of March 31, 2012 and June 30, 2011
|
4
|
|
Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended March 31, 2012 and 2011
|
5
|
|
Notes to Condensed Consolidated Financial Statements
|
6
|
|
2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
16
|
3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
24
|
4.
|
Controls and Procedures
|
24
|
PART II - OTHER INFORMATION
|
||
1.
|
Legal Proceedings
|
25
|
1A.
|
Risk Factors
|
25
|
2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
25
|
3.
|
Defaults Upon Senior Securities
|
25
|
4.
|
Mine Safety Disclosures
|
25
|
5.
|
Other Information
|
25
|
6.
|
Exhibits
|
25
|
SIGNATURES
|
26
|
|
Item 1.
|
Financial Statements
|
Three Months Ended
March 31
|
Nine Months Ended
March 31
|
||||||||||||
2012
|
2011
|
2012
|
2011
|
||||||||||
Net sales
|
$
|
217,065
|
$
|
237,782
|
$
|
684,229
|
$
|
649,373
|
|||||
Cost of goods sold
|
164,246
|
180,318
|
520,123
|
511,170
|
|||||||||
Gross margin
|
52,819
|
57,464
|
164,106
|
138,203
|
|||||||||
Selling, research and administrative expenses
|
10,760
|
13,102
|
34,447
|
36,609
|
|||||||||
Amortization of intangibles and other
|
515
|
488
|
1,511
|
1,453
|
|||||||||
Asset impairment loss
|
92
|
-
|
50,803
|
-
|
|||||||||
Goodwill impairment loss
|
-
|
-
|
2,425
|
-
|
|||||||||
Restructuring costs
|
1,137
|
(125
|
)
|
1,137
|
997
|
||||||||
Other operating income
|
(32
|
)
|
(17
|
)
|
(32
|
)
|
(63
|
)
|
|||||
Operating income
|
40,347
|
44,016
|
73,815
|
99,207
|
|||||||||
Net interest expense and amortization of debt costs
|
(1,101
|
)
|
(1,642
|
)
|
(5,310
|
)
|
(6,956
|
)
|
|||||
Loss on early extinguishment of debt
|
-
|
-
|
-
|
(3,649
|
)
|
||||||||
Gain (loss) on foreign exchange and other
|
(349
|
)
|
(892
|
)
|
134
|
(1,705
|
)
|
||||||
Income before income taxes
|
38,897
|
41,482
|
68,639
|
86,897
|
|||||||||
Income tax expense (benefit)
|
13,052
|
12,789
|
7,126
|
(23,274
|
)
|
||||||||
Net income
|
$
|
25,845
|
$
|
28,693
|
$
|
61,513
|
$
|
110,171
|
|||||
Earnings per share
|
|||||||||||||
Basic
|
$
|
0.65
|
$
|
0.71
|
$
|
1.54
|
$
|
2.74
|
|||||
Diluted
|
$
|
0.64
|
$
|
0.70
|
$
|
1.52
|
$
|
2.71
|
|||||
Cash dividends per share
|
$
|
0.07
|
$
|
0.05
|
$
|
0.19
|
$
|
0.13
|
|||||
March 31
2012
|
June 30
2011
|
||||||
(Unaudited)
|
|||||||
Assets
|
|||||||
Current assets:
|
|||||||
Cash and cash equivalents
|
$
|
37,167
|
$
|
30,494
|
|||
Accounts receivable – net
|
130,803
|
140,582
|
|||||
Inventories – net
|
111,129
|
91,024
|
|||||
Deferred income taxes and other
|
45,828
|
12,216
|
|||||
Total current assets
|
324,927
|
274,316
|
|||||
Property, plant and equipment
|
1,108,208
|
1,151,045
|
|||||
Less accumulated depreciation
|
(626,734
|
)
|
(620,577
|
)
|
|||
Property, plant and equipment – net
|
481,474
|
530,468
|
|||||
Goodwill
|
-
|
2,425
|
|||||
Deferred income taxes
|
22,004
|
32,741
|
|||||
Intellectual property and other, net
|
13,713
|
29,901
|
|||||
Total assets
|
$
|
842,118
|
$
|
869,851
|
|||
Liabilities and stockholders’ equity
|
|||||||
Current liabilities:
|
|||||||
Trade accounts payable
|
$
|
34,148
|
$
|
41,437
|
|||
Accrued expenses
|
49,161
|
71,722
|
|||||
Other current liabilities
|
311
|
-
|
|||||
Total current liabilities
|
83,620
|
113,159
|
|||||
Long-term debt
|
70,139
|
96,921
|
|||||
Accrued postretirement benefits
|
24,890
|
25,336
|
|||||
Deferred income taxes
|
5,503
|
7,968
|
|||||
Payable related to exchange of alternative fuel mixture credits
|
39,953
|
39,494
|
|||||
Other liabilities
|
7,350
|
7,676
|
|||||
Stockholders’ equity
|
610,663
|
579,297
|
|||||
Total liabilities and stockholders’ equity
|
$
|
842,118
|
$
|
869,851
|
Nine Months Ended
March 31
|
|||||||
2012
|
2011
|
||||||
Operating activities
|
|
||||||
Net income
|
$
|
61,513
|
$
|
110,171
|
|||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|||||||
Depreciation
|
38,045
|
36,884
|
|||||
Amortization
|
1,976
|
1,961
|
|||||
Loss on impairment of assets
|
50,803
|
-
|
|||||
Loss on goodwill impairment
|
2,425
|
-
|
|||||
Loss on early extinguishment of debt
|
-
|
3,649
|
|||||
Deferred income taxes
|
(15,707
|
)
|
(80,974
|
)
|
|||
Noncurrent alternative fuel mixture credits refund payable
|
13,895
|
41,144
|
|||||
Insurance proceeds applied to capital investments
|
-
|
(161
|
)
|
||||
Stock based compensation expense
|
3,377
|
3,370
|
|||||
Excess tax benefit from stock based compensation
|
(2,695
|
)
|
(828
|
)
|
|||
Other
|
308
|
906
|
|||||
Changes in operating assets and liabilities:
|
|||||||
Accounts receivable
|
3,440
|
(13,631
|
)
|
||||
Income tax and alternative fuel mixture credits receivable
|
(6
|
)
|
66,896
|
||||
Inventories
|
(25,346
|
)
|
(20,714
|
)
|
|||
Other assets
|
3,692
|
91
|
|||||
Accounts payable and other current liabilities
|
(51,326
|
)
|
(4,799
|
)
|
|||
Net cash provided by operating activities
|
84,394
|
143,965
|
|||||
Investing activities
|
|||||||
Purchases of property, plant and equipment
|
(46,206
|
)
|
(41,132
|
)
|
|||
Proceeds from sale of Merfin Systems
|
5,675
|
-
|
|||||
Proceeds from insurance settlement related to capital investments
|
-
|
161
|
|||||
Other
|
(353
|
)
|
(345
|
)
|
|||
Net cash used in investing activities
|
(40,884
|
)
|
(41,316
|
)
|
|||
Financing activities
|
|||||||
Net (payments) borrowings under lines of credit
|
(26,782
|
)
|
39,040
|
||||
Payments of long-term debt and other
|
-
|
(140,000
|
)
|
||||
Payments for debt issuance costs
|
-
|
(2,586
|
)
|
||||
Payments related to early extinguishment of debt
|
-
|
(1,984
|
)
|
||||
Purchase of treasury shares
|
(10,589
|
)
|
-
|
||||
Excess tax benefit from stock based compensation
|
2,695
|
828
|
|||||
Net proceeds from sale of equity interests
|
2,801
|
3,334
|
|||||
Payment of dividend
|
(7,592
|
)
|
(5,240
|
)
|
|||
Other
|
(469
|
)
|
-
|
||||
Net cash used in financing activities
|
(39,936
|
)
|
(106,608
|
)
|
|||
Effect of foreign currency rate fluctuations on cash
|
3,099
|
9,630
|
|||||
Increase in cash and cash equivalents
|
6,673
|
5,671
|
|||||
Cash and cash equivalents at beginning of period
|
30,494
|
22,121
|
|||||
Cash and cash equivalents at end of period
|
$
|
37,167
|
$
|
27,792
|
Three Months Ended
March 31
|
Specialty
Fibers
|
Nonwoven
Materials
|
Corporate
|
Total
|
||||||||||||
Net sales
|
2012
|
$
|
169,989
|
$
|
54,188
|
$
|
(7,112
|
)
|
$
|
217,065
|
||||||
2011
|
181,334
|
64,488
|
(8,040
|
)
|
237,782
|
|||||||||||
Operating income (loss)
|
2012
|
40,268
|
3,016
|
(2,937
|
)
|
40,347
|
||||||||||
2011
|
43,965
|
3,074
|
(3,023
|
)
|
44,016
|
|||||||||||
Depreciation and amortization of
|
2012
|
7,856
|
3,916
|
971
|
12,743
|
|||||||||||
Intangibles
|
2011
|
8,447
|
3,885
|
934
|
13,266
|
|||||||||||
Total assets
|
2012
|
488,190
|
185,739
|
168,189
|
842,118
|
|||||||||||
2011
|
519,656
|
221,321
|
132,160
|
873,137
|
||||||||||||
Capital expenditures
|
2012
|
19,501
|
1,670
|
572
|
21,743
|
|||||||||||
2011
|
8,535
|
1,143
|
18
|
9,696
|
Nine Months Ended
March 31
|
Specialty
Fibers
|
Nonwoven
Materials
|
Corporate
|
Total
|
||||||||||||
Net sales
|
2012
|
$
|
530,071
|
$
|
177,180
|
$
|
(23,022
|
)
|
$
|
684,229
|
||||||
2011
|
479,449
|
195,035
|
(25,111
|
)
|
649,373
|
|||||||||||
Operating income (loss)
|
2012
|
126,019
|
8,109
|
(60,313
|
)
|
73,815
|
||||||||||
2011
|
100,550
|
8,494
|
(9,837
|
)
|
99,207
|
|||||||||||
Depreciation and amortization of
|
2012
|
24,540
|
12,142
|
2,874
|
39,556
|
|||||||||||
intangibles
|
2011
|
24,394
|
11,118
|
2,826
|
38,338
|
|||||||||||
Total assets
|
2012
|
488,190
|
185,739
|
168,189
|
842,118
|
|||||||||||
2011
|
519,656
|
221,321
|
132,160
|
873,137
|
||||||||||||
Capital expenditures
|
2012
|
39,996
|
5,033
|
1,013
|
46,042
|
|||||||||||
2011
|
36,800
|
3,714
|
618
|
41,132
|
March 31,
2012
|
June 30,
2011
|
||||||
Raw materials
|
$
|
39,844
|
$
|
30,602
|
|||
Finished goods
|
45,740
|
33,968
|
|||||
Storeroom and other supplies
|
25,545
|
26,454
|
|||||
Total inventories
|
$
|
111,129
|
$
|
91,024
|
·
|
Level 1 – Unadjusted quoted prices for identical assets and liabilities in active markets;
|
·
|
Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in inactive markets, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
|
·
|
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Such inputs typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.
|
|
Three Months Ended
March 31
|
Nine Months Ended
March 31
|
|||||||||||
2012
|
2011
|
2012
|
2011
|
||||||||||
Net income
|
$
|
25,845
|
$
|
28,693
|
$
|
61,513
|
$
|
110,171
|
|||||
Foreign currency translation adjustments – net
|
(6,912
|
)
|
8,406
|
(19,983
|
)
|
21,307
|
|||||||
Unrealized gains (losses) on hedging activities - net
|
-
|
-
|
-
|
(258
|
)
|
||||||||
Comprehensive income, net of tax
|
$
|
18,933
|
$
|
37,099
|
$
|
41,530
|
$
|
131,220
|
Hedging Activities
|
Foreign Currency Translation
|
Post-Employment Healthcare
|
Accumulated Other Comprehensive Income
|
|||||||||
Balance at June 30, 2011
|
$
|
(253
|
)
|
$
|
60,918
|
$
|
(3,662
|
)
|
$
|
57,003
|
||
Changes in value
|
-
|
(19,983
|
)
|
-
|
(19,983
|
)
|
||||||
Reclassification into earnings
|
-
|
-
|
-
|
-
|
||||||||
Balance at March 31, 2012
|
$
|
(253
|
)
|
$
|
40,935
|
$
|
(3,662
|
)
|
$
|
37,020
|
Three Months Ended
March 31
|
Nine Months Ended
March 31
|
||||||||||||
2012
|
2011
|
2012
|
2011
|
||||||||||
Basic earnings per share:
|
|||||||||||||
Numerator:
|
|||||||||||||
Net income attributable to shareholders
|
$
|
25,845
|
$
|
28,693
|
$
|
61,513
|
$
|
110,171
|
|||||
Less: Distributed and undistributed income allocated to participating securities
|
(371
|
)
|
(522
|
)
|
(891
|
)
|
(2,015
|
)
|
|||||
Distributed and undistributed income available to shareholders
|
$
|
25,474
|
$
|
28,171
|
$
|
60,622
|
|
108,156
|
|||||
Denominator:
|
|||||||||||||
Basic weighted average shares outstanding
|
39,386
|
39,660
|
39,335
|
39,497
|
|||||||||
Basic earnings per share
|
$
|
0.65
|
$
|
0.71
|
$
|
1.54
|
$
|
2.74
|
|||||
Diluted earnings per share
|
|||||||||||||
Numerator:
|
|||||||||||||
Net income attributable to shareholders
|
$
|
25,845
|
$
|
28,693
|
$
|
61,513
|
$
|
110,171
|
|||||
Less: Distributed and undistributed income allocated to participating securities
|
(371
|
)
|
(522
|
)
|
(891
|
)
|
(2,015
|
)
|
|||||
Distributed and undistributed income available to shareholders
|
$
|
25,474
|
$
|
28,171
|
$
|
60,622
|
$
|
108,156
|
|||||
Denominator:
|
|||||||||||||
Basic weighted average shares outstanding
|
39,386
|
39,660
|
39,335
|
39,497
|
|||||||||
Effect of dilutive stock options and non-participating securities
|
430
|
535
|
456
|
468
|
|||||||||
Diluted weighted average shares outstanding
|
39,816
|
40,195
|
39,791
|
39,965
|
|||||||||
Diluted earnings per share
|
$
|
0.64
|
$
|
0.70
|
$
|
1.52
|
$
|
2.71
|
|||||
Three Months Ended
March 31
|
Nine Months Ended
March 31
|
||||||||||||
2012
|
2011
|
2012
|
2011
|
||||||||||
Expected tax expense at 35%
|
$
|
13,614
|
$
|
14,519
|
$
|
24,024
|
$
|
30,414
|
|||||
Cellulosic biofuel credits
|
-
|
-
|
(9,420
|
)
|
(51,624
|
)
|
|||||||
Loss on Americana investment
|
-
|
-
|
(6,567
|
)
|
-
|
||||||||
Energy investment tax credits
|
(1,070
|
)
|
(794
|
)
|
(2,724
|
)
|
(2,462
|
)
|
|||||
Change in valuation allowance
|
752
|
488
|
613
|
2,183
|
|||||||||
Other
|
(244
|
)
|
(1,424
|
)
|
1,200
|
(1,785
|
)
|
||||||
Income tax (benefit) expense
|
$
|
13,052
|
$
|
12,789
|
$
|
7,126
|
$
|
(23,274
|
)
|
Three Months Ended
March 31
|
Nine Months Ended
March 31
|
||||||||||||
2012
|
2011
|
2012
|
2011
|
||||||||||
Service cost for benefits earned
|
$
|
116
|
$
|
117
|
$
|
348
|
$
|
351
|
|||||
Interest cost on benefit obligation
|
320
|
316
|
960
|
948
|
|||||||||
Amortization of unrecognized prior service cost
|
(129
|
)
|
(131
|
)
|
(387
|
)
|
(393
|
)
|
|||||
Actuarial loss
|
93
|
96
|
279
|
288
|
|||||||||
Total cost
|
$
|
400
|
$
|
398
|
$
|
1,200
|
$
|
1,194
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
·
|
pricing fluctuations and worldwide economic conditions;
|
·
|
dependence on large customers;
|
·
|
fluctuation in the costs of raw materials and energy resources;
|
·
|
competition;
|
·
|
changes in the net benefit realized from the alternative fuel mixture credit and cellulosic biofuel credit;
|
·
|
changes in fair values of long-lived assets;
|
·
|
inability to predict the scope of future environmental compliance costs or liabilities;
|
·
|
inability to predict the scope of future restructuring costs or liabilities; and
|
·
|
the ability to obtain additional capital, maintain adequate cash flow to service debt as well as meet operating needs.
|
(millions)
|
Three Months Ended March 31
|
|||||||||||
2012
|
2011
|
Change
|
% Change
|
|||||||||
Net sales
|
$
|
217.1
|
$
|
237.8
|
$
|
(20.7
|
)
|
(8.7
|
)%
|
|||
Cost of goods sold
|
164.3
|
180.3
|
(16.0
|
)
|
(8.9
|
)%
|
||||||
Gross margin
|
52.8
|
57.5
|
(4.7
|
)
|
(8.2
|
)%
|
||||||
Selling, research and administrative expenses
|
10.8
|
13.1
|
(2.3
|
)
|
(17.6
|
)%
|
||||||
Amortization of intangibles and other
|
0.5
|
0.5
|
-
|
-
|
||||||||
Asset impairment loss
|
0.1
|
-
|
0.1
|
100.0
|
%
|
|||||||
Restructuring costs
|
1.1
|
(0.1
|
)
|
1.2
|
1200.0
|
%
|
||||||
Operating income
|
$
|
40.3
|
$
|
44.0
|
$
|
(3.7
|
)
|
(8.4
|
)%
|
(millions)
|
Nine Months Ended March 31
|
|||||||||||
2012
|
2011
|
Change
|
% Change
|
|||||||||
Net sales
|
$
|
684.2
|
$
|
649.4
|
$
|
34.8
|
5.4
|
%
|
||||
Cost of goods sold
|
520.1
|
511.2
|
8.9
|
1.7
|
%
|
|||||||
Gross margin
|
164.1
|
138.2
|
25.9
|
18.7
|
%
|
|||||||
Selling, research and administrative expenses
|
34.5
|
36.6
|
(2.1
|
)
|
(5.7
|
)%
|
||||||
Amortization of intangibles and other
|
1.5
|
1.5
|
-
|
-
|
||||||||
Asset impairment loss
|
50.8
|
-
|
50.8
|
100.0
|
%
|
|||||||
Goodwill impairment loss
|
2.4
|
-
|
2.4
|
100.0
|
%
|
|||||||
Restructuring costs
|
1.1
|
1.0
|
0.1
|
10.0
|
%
|
|||||||
Other operating income
|
-
|
(0.1
|
)
|
0.1
|
100.0
|
%
|
||||||
Operating income
|
$
|
73.8
|
$
|
99.2
|
$
|
(25.4
|
)
|
(25.6
|
)%
|
(millions)
|
Three Months Ended March 31
|
||||||||||||
2012
|
2011
|
Change
|
% Change
|
||||||||||
Net sales
|
$
|
170.0
|
$
|
181.3
|
$
|
(11.3
|
)
|
(6.2
|
)%
|
||||
Operating income
|
40.3
|
44.0
|
(3.7
|
)
|
(8.4
|
)%
|
(millions)
|
Nine Months Ended March 31
|
||||||||||||
2012
|
2011
|
Change
|
% Change
|
||||||||||
Net sales
|
$
|
530.1
|
$
|
479.4
|
$
|
50.7
|
10.6
|
%
|
|||||
Operating income
|
126.0
|
100.6
|
25.4
|
25.2
|
%
|
(millions)
|
Three Months Ended March 31
|
||||||||||||
2012
|
2011
|
Change
|
% Change
|
||||||||||
Net sales
|
$
|
54.2
|
$
|
64.5
|
$
|
(10.3
|
)
|
(20.0
|
)%
|
||||
Operating income
|
3.0
|
3.1
|
(0.1
|
)
|
(3.2
|
)%
|
(millions)
|
Nine Months Ended March 31
|
||||||||||||
2012
|
2011
|
Change
|
% Change
|
||||||||||
Net sales
|
$
|
177.2
|
$
|
195.0
|
$
|
(17.8
|
)
|
(9.1
|
)%
|
||||
Operating income
|
8.1
|
8.5
|
(0.4
|
)
|
(4.7
|
)%
|
(millions)
|
Three Months Ended March 31
|
||||||||||||
2012
|
2011
|
Change
|
% Change
|
||||||||||
Net sales
|
$
|
(7.1
|
)
|
$
|
(8.0
|
)
|
$
|
0.9
|
11.3
|
%
|
|||
Operating (loss) income
|
(2.9
|
)
|
(3.0
|
)
|
0.1
|
3.3
|
%
|
(millions)
|
Nine Months Ended March 31
|
||||||||||||
2012
|
2011
|
Change
|
% Change
|
||||||||||
Net sales
|
$
|
(23.0
|
)
|
$
|
(25.1
|
)
|
$
|
2.1
|
8.4
|
%
|
|||
Operating (loss) income
|
(60.3
|
)
|
(9.8
|
)
|
(50.5
|
)
|
515.3
|
%
|
Three Months Ended March 31
|
Nine Months Ended March 31
|
|||||||||||
(millions)
|
2012
|
2011
|
2012
|
2011
|
||||||||
Unallocated at-risk compensation
|
$
|
(0.2
|
)
|
$
|
(1.4
|
)
|
$
|
(1.6
|
)
|
$
|
(3.2
|
)
|
Unallocated stock-based compensation
|
(1.2
|
)
|
(1.3
|
)
|
(3.4
|
)
|
(3.4
|
)
|
||||
Intellectual property amortization
|
(0.5
|
)
|
(0.5
|
)
|
(1.5
|
)
|
(1.5
|
)
|
||||
Gross margin on intercompany sales
|
0.2
|
0.1
|
0.5
|
(0.7
|
)
|
|||||||
Asset impairment loss
|
(0.1
|
)
|
-
|
(50.8
|
)
|
-
|
||||||
Goodwill impairment loss
|
-
|
-
|
(2.4
|
)
|
-
|
|||||||
Restructuring costs
|
(1.1
|
)
|
0.1
|
(1.1
|
)
|
(1.0
|
)
|
|||||
Operating (loss) income
|
$
|
(2.9
|
)
|
$
|
(3.0
|
)
|
$
|
(60.3
|
)
|
$
|
(9.8
|
)
|
Nine Months Ended
March 31
|
|||||||
(millions)
|
2012
|
2011
|
|||||
Operating activities:
|
|||||||
Net income
|
$
|
61.5
|
$
|
110.2
|
|||
Noncash charges and credits, net
|
92.6
|
6.0
|
|||||
Changes in operating assets and liabilities, net
|
(69.7
|
)
|
27.8
|
||||
Net cash provided by operating activities
|
84.4
|
144.0
|
|||||
Investing activities:
|
|||||||
Purchases of property, plant and equipment
|
(46.2
|
)
|
(41.1
|
)
|
|||
Other investing activities
|
5.3
|
(0.2
|
)
|
||||
Net cash used in investing activities
|
(40.9
|
)
|
(41.3
|
)
|
|||
Financing activities:
|
|||||||
Net (payments) borrowings under lines of credit
|
(26.8
|
)
|
39.0
|
||||
Net payments on long-term debt
|
-
|
(140.0
|
)
|
||||
Purchase of treasury shares
|
(10.6
|
)
|
-
|
||||
Net proceeds from sale of equity interests
|
2.8
|
3.3
|
|||||
Payment of dividend
|
(7.6
|
)
|
(5.2
|
)
|
|||
Other
|
2.3
|
(3.7
|
)
|
||||
Net cash used in financing activities
|
(39.9
|
)
|
(106.6
|
)
|
|||
Effect of foreign currency rate fluctuations on cash
|
3.1
|
9.6
|
|||||
Net increase in cash and cash equivalents
|
$
|
6.7
|
$
|
5.7
|
(millions)
|
Payments Due by Period
|
|||||||||||||||
Contractual Obligations
|
Total
|
2012(1)
|
2013
and 2014
|
2015
and 2016
|
Thereafter
|
|||||||||||
Long-term obligations (2)
|
$
|
76.9
|
$
|
0.5
|
$
|
3.8
|
$
|
72.6
|
$
|
-
|
||||||
Operating lease obligations
|
4.7
|
0.8
|
2.3
|
1.6
|
-
|
|||||||||||
Timber commitments
|
191.6
|
6.6
|
51.6
|
46.3
|
87.1
|
|||||||||||
Other purchase commitments (3)
|
87.3
|
27.6
|
56.8
|
2.9
|
-
|
|||||||||||
Total contractual cash obligations
|
$
|
360.5
|
$
|
35.5
|
$
|
114.5
|
$
|
123.4
|
$
|
87.1
|
(1)
|
Cash obligations for the remainder of 2012.
|
(2)
|
Amounts include related interest payments. Interest payments of $6.7 million for variable debt are based on the effective annual rate as of March 31, 2012 of 2.7%.
|
(3)
|
The majority of other purchase commitments are take-or-pay contracts made in the ordinary course of business related to utilities and raw material purchases.
|
Note:
|
The cash amounts necessary to fund post-retirement benefit obligations have not changed materially since June 30, 2011. These obligations are not included in the table above as the total obligation is based on the present value of the payments and would not be consistent with the contractual cash obligations disclosures included in the table above. See Note 19, Employee Benefit Plans, to the Consolidated Financial Statements in our Annual Report for further information.
|
|
Critical Accounting Policies
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
|
Not applicable.
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Issuer Purchases of Equity Securities
|
(a) Total number of shares purchased
|
(b) Average price paid per share
|
(c) Total number of shares purchased as part of publicly announced plans or programs
|
(d) Maximum number of shares that may yet be purchased under plans or programs
|
||||||||||
4,798,871
|
|||||||||||||
January 1 – January 31, 2012
|
-
|
$
|
-
|
-
|
4,798,871
|
||||||||
February 1 – February 29, 2012
|
-
|
-
|
-
|
4,798,871
|
|||||||||
March 1 – March 31, 2012
|
-
|
-
|
-
|
4,798,871
|
|||||||||
Total
|
-
|
$
|
-
|
-
|
4,798,871
|
Item 3.
|
Defaults Upon Senior Securities
|
|
Not applicable.
|
Item 4.
|
Mine Safety Disclosures
|
|
Not applicable.
|
Item 5.
|
Other Information
|
|
Not applicable.
|
Item 6.
|
Exhibits
|
BUCKEYE TECHNOLOGIES INC.
|
||
By:
|
/s/ John B. Crowe | |
John B. Crowe, Chairman of the Board and Chief Executive Officer
|
||
Date: May 3, 2012
|
||
By:
|
/s/ Steven G. Dean | |
Steven G. Dean, Senior Vice President and Chief Financial Officer
|
||
Date: May 3, 2012
|
||
31.1
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|
||
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|
||
32.1
|
Section 1350 Certification of Chief Executive Officer
|
||
32.2
|
Section 1350 Certification of Chief Financial Officer
|
||
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
||
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
||
101.INS
|
XBRL Instance Document
|
||
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
||
101.PRE
|
XBRL Presentation Linkbase Document
|
||
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
1. I have reviewed this report on Form 10-Q of Buckeye Technologies Inc. (the “registrant”);
|
|
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated this 3rd day of May 2012
|
|
/s/ John B. Crowe
|
|
John B. Crowe
Chairman of the Board and Chief Executive Officer
|
|
|
1. I have reviewed this report on Form 10-Q of Buckeye Technologies Inc. (the “registrant”);
|
|
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated this 3rd day of May, 2012
|
|
/s/ Steven G. Dean
|
|
Steven G. Dean
|
|
Senior Vice President and Chief Financial Officer
|
|
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Buckeye.
|
|
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Buckeye.
|
Note 11 - Earnings Per Share (Detail) - Basic and Diluted Earnings Per Share Under the Two-Class Method (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Mar. 31, 2012
|
Mar. 31, 2011
|
Mar. 31, 2012
|
Mar. 31, 2011
|
|
Net income attributable to shareholders | $ 25,845 | $ 28,693 | $ 61,513 | $ 110,171 |
Less: Distributed and undistributed income allocated to participating securities | (371) | (522) | (891) | (2,015) |
Distributed and undistributed income available to shareholders | 25,474 | 28,171 | 60,622 | 108,156 |
Basic weighted average shares outstanding (in Shares) | 39,386 | 39,660 | 39,335 | 39,497 |
Effect of dilutive stock options and non-participating securities | $ 430 | $ 535 | $ 456 | $ 468 |
Diluted weighted average shares outstanding (in Shares) | 39,816 | 40,195 | 39,791 | 39,965 |
Diluted earnings per share (in Dollars per share) | $ 0.64 | $ 0.70 | $ 1.52 | $ 2.71 |
Basic earnings per share (in Dollars per share) | $ 0.65 | $ 0.71 | $ 1.54 | $ 2.74 |
Note 16 - Subsequent Events (Detail) (USD $)
|
2 Months Ended |
---|---|
Mar. 15, 2012
|
|
Common Stock, Dividends, Per Share, Declared | $ 0.08 |
Note 7 - Long-Term Debt (Detail) (USD $)
In Thousands, unless otherwise specified |
15 Months Ended | 61 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Dec. 31, 2011
|
Oct. 22, 2015
|
Jun. 30, 2011
|
Oct. 22, 2015
Initial Interest Rate [Member]
|
Oct. 22, 2015
Minimum [Member]
Prime [Member]
|
Oct. 22, 2015
Minimum [Member]
LIBOR [Member]
|
Oct. 22, 2015
Maximum [Member]
Prime [Member]
|
Oct. 22, 2015
Maximum [Member]
LIBOR [Member]
|
|
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars) | $ 300,000 | |||||||
Line of Credit Facility, Interest Rate Description | 1.75% | 0.75% | 1.75% | 1.75% | 2.75% | |||
Line of Credit Facility, Amount Outstanding (in Dollars) | 70,139 | 96,921 | ||||||
Line of Credit Facility, Remaining Borrowing Capacity (in Dollars) | $ 225,810 | |||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% |
Note 11 - Earnings Per Share (Tables)
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] |
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Note 13 - Income Taxes (Detail) - Income Taxes (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Mar. 31, 2012
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Mar. 31, 2011
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Mar. 31, 2012
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Mar. 31, 2011
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Expected tax expense at 35% | $ 13,614 | $ 14,519 | $ 24,024 | $ 30,414 |
Cellulosic biofuel credits | (9,420) | (51,624) | ||
Loss on Americana investment | (6,567) | |||
Energy investment tax credits | (1,070) | (794) | (2,724) | (2,462) |
Change in valuation allowance | 752 | 488 | 613 | 2,183 |
Other | (244) | (1,424) | 1,200 | (1,785) |
Income tax (benefit) expense | $ 13,052 | $ 12,789 | $ 7,126 | $ (23,274) |
Note 10 - Comprehensive Income (Detail) - The Components of Comprehensive Income (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Mar. 31, 2012
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Mar. 31, 2011
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Mar. 31, 2012
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Mar. 31, 2011
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Net income | $ 25,845 | $ 28,693 | $ 61,513 | $ 110,171 |
Foreign currency translation adjustments – net | (6,912) | 8,406 | (19,983) | 21,307 |
Unrealized gains (losses) on hedging activities - net | (258) | |||
Comprehensive income, net of tax | $ 18,933 | $ 37,099 | $ 41,530 | $ 131,220 |
Note 5 - Alternative Fuel Mixture Credits/Cellulosic Biofuel Credits
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3 Months Ended |
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Mar. 31, 2012
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Tax Credit Carryforward, Limitations on Use |
NOTE
5: ALTERNATIVE FUEL MIXTURE CREDITS / CELLULOSIC BIOFUEL
CREDITS
On
July 9, 2010, the IRS Office of Chief Counsel released legal
advice concluding that black liquor sold or used before
January 1, 2010 qualifies for the cellulosic biofuel credit
(“CBC”). Each gallon of black liquor
produced and used as a fuel by us in our business operations
during calendar 2009 qualified for CBC. For the
nine months ended March 31, 2011, we recognized an income tax
benefit in our consolidated statement of operations of
$20,462 related to the CBC claimed for the period from
January 1, 2009 to February 11, 2009 before we began mixing
diesel with black liquor.
We
also received Form 637 CB Registration approval during the
year ended June 30, 2011, which included additional guidance
on converting alternative fuel mixture credits
(“AFMC”) for gallons of black liquor produced and
used by us from February 12, 2009 through December 31, 2009,
the time period that we mixed diesel with black liquor to
claim AFMCs. Converting the AFMCs to CBC for all
gallons of the black liquor mixed with diesel would produce
an additional benefit of approximately $56,278, less interest
paid to the IRS. Utilization of this additional
benefit is dependent on cash tax liabilities subject to
annual tax credit limitations on taxable income for tax years
ending June 30, 2011 through June 30, 2016 when the credit
carryforward period would expire. We intend to
amend our tax returns for 2009 and 2010, as necessary, to
exchange the AFMC previously claimed during those years for
the more advantageous CBC to the extent we believe the CBC
can be utilized prior to expiration.
For
the nine months ended March 31, 2011, we recognized $31,162
of income tax benefit in our consolidated statement of
operations related to the expected incremental benefit from
exchanging previously claimed AFMC for CBC based upon our
expected ability to utilize the CBC prior to
expiration. This amount is net of $1,490 of
interest that would be owed the U.S. government for the use
of funds from the date that the AFMC refunds, expected to be
exchanged for CBC, were received to July 9, 2010 when the IRS
ruled that these credits could be exchanged for CBC.
For
the nine months ended March 31, 2012, we recognized an
additional $9,420, or $0.24 per diluted share, of income
tax benefit in our consolidated statement of operations
related to the expected incremental benefit from exchanging
previously claimed AFMC for CBC based upon our updated
expected ability to utilize the CBC prior to
expiration. We may recognize up to an additional
$14,207 of tax benefit (less interest related to additional
AFMC exchanges) if future earnings forecasts project that
we will be able to utilize CBC prior to the expiration of
the credit carryforward period on June 30,
2016.
Estimating
the amount of the CBC benefit recognized requires us to make
assumptions and estimates about future taxable income
affecting the realization of these tax benefits. The
key assumptions in estimating future profitability relate to
future selling prices and volumes, operating reliability, raw
material, energy, chemical and freight costs, and various
other projected economic factors as reflected in our internal
planning models including interest cost and the impact of
currency exchange rates. These models take into account
recent sales and cost data as well as macroeconomic drivers
including gross domestic product growth, customer demand and
industry capacity. Other
assumptions affecting estimates of future taxable income
include: significant book-to-tax differences impacting future
credit utilization, cost recovery of existing and future
capital assets and the domestic manufacturing
deduction. Our current forecasts of these
book-to-tax differences are based on expected capital
acquisitions and operating results. Significant
changes to any of these key assumptions could have a material
impact on the estimate of CBC utilization. As key
factors in these models change in future periods, we will
update our projections and revise the estimate of the CBC
benefit expected to be utilized. Such changes to
the estimate may be significant.
As
of March 31, 2012 and June 30, 2011, we had recorded a
liability of $69,182 and $57,850, respectively, related to
the repayment of AFMC refunds to the U.S. government in
exchange for CBC. The current portion of the
liability as of March 31, 2012 and June 30, 2011 was
$29,229 and $18,356, respectively, included in accrued
expenses, and the noncurrent portion was $39,953 and
$39,494, respectively. We forecast expected
repayment of the liability annually in amounts needed to
generate sufficient CBC to offset each respective
year’s cash tax liability subject to annual tax
credit limitations imposed by law. Based on our
current forecasts, we anticipate the noncurrent liability
to be paid during the period from fiscal year ending June
30, 2013 through fiscal year ending June 30,
2016. Interest related to this payable
subsequent to July 9, 2010 is recognized as interest
expense in the consolidated statement of
operations. For the three and nine months ended
March 31, 2012, we recorded $646 and $3,504 of interest
expense, respectively. For the three and nine
months ended March 31, 2011, we recorded $600 and $1,750,
respectively, of interest expense.
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