UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) | ||
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 31, 2005 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
Commission File Number: 001-32240
NEENAH PAPER, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
20-1308307 (I.R.S. Employer Identification No.) |
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3460 Preston Ridge Road Alpharetta, Georgia (Address of principal executive offices) |
30005 (Zip Code) |
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(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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
As of April 30, 2005, there were 14,763,319 shares of the Company's common stock outstanding.
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Page |
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Part IFinancial Information | ||||
Item 1. |
Condensed Consolidated and Combined Financial Statements |
2 |
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Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 23 | ||
Item 4. | Controls and Procedures | 24 | ||
Part IIOther Information |
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Item 1. |
Legal Proceedings |
25 |
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Item 6. | Exhibits | 25 | ||
Signatures |
26 |
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NEENAH PAPER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
(In millions, except share and per share data)
(Unaudited)
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Three Months Ended March 31, |
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2005 |
2004 |
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Net sales | $ | 196.6 | $ | 198.4 | ||||
Cost of products sold | 171.3 | 165.3 | ||||||
Gross profit | 25.3 | 33.1 | ||||||
Selling, general and administrative expenses | 12.7 | 9.1 | ||||||
Restructuring costs and asset impairment loss | 4.3 | | ||||||
Other incomenet | (0.6 | ) | (0.3 | ) | ||||
Operating income | 8.9 | 24.3 | ||||||
Interest expense | 4.7 | | ||||||
Income before income taxes | 4.2 | 24.3 | ||||||
Provision for income taxes | 1.5 | 9.2 | ||||||
Net income | $ | 2.7 | $ | 15.1 | ||||
Earnings Per Common Share |
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Basic | $ | 0.18 | $ | 1.03 | ||||
Diluted | $ | 0.18 | $ | 1.03 | ||||
Weighted Average Common Shares Outstanding (in thousands) |
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Basic | 14,738 | 14,738 | ||||||
Diluted | 14,793 | 14,738 | ||||||
Cash Dividends Declared Per Share of Common Stock |
$ |
0.10 |
$ |
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See Notes to Condensed Consolidated and Combined Financial Statements
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NEENAH PAPER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
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March 31, 2005 |
December 31, 2004 |
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ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 24.4 | $ | 19.1 | ||||
Accounts receivable (less allowances of $4.3 and $4.3, respectively) | 89.3 | 92.4 | ||||||
Inventories | 94.4 | 88.7 | ||||||
Other current assets | 10.4 | 3.4 | ||||||
Total current assets | 218.5 | 203.6 | ||||||
Property, plant and equipment, at cost | 635.7 | 632.7 | ||||||
Less accumulated depreciation | 374.7 | 369.9 | ||||||
Property, plant and equipmentnet | 261.0 | 262.8 | ||||||
Prepaid and intangible pension costs | 74.5 | 72.9 | ||||||
Other assets | 23.1 | 26.4 | ||||||
TOTAL ASSETS | $ | 577.1 | $ | 565.7 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities | ||||||||
Debt payable within one year | $ | 2.8 | $ | | ||||
Accounts payable | 44.7 | 50.6 | ||||||
Accrued expenses | 46.4 | 36.6 | ||||||
Total current liabilities | 93.9 | 87.2 | ||||||
Long-term debt | 227.2 | 225.0 | ||||||
Other noncurrent liabilities | 58.2 | 56.4 | ||||||
TOTAL LIABILITIES | 379.3 | 368.6 | ||||||
Commitments and contingencies (Note 8) | ||||||||
Stockholders' equity | 197.8 | 197.1 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 577.1 | $ | 565.7 | ||||
See Notes to Condensed Consolidated and Combined Financial Statements
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NEENAH PAPER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
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Three Months Ended March 31, |
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2005 |
2004 |
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OPERATING ACTIVITIES | ||||||||
Net income | $ | 2.7 | $ | 15.1 | ||||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
Depreciation and amortization | 7.0 | 9.4 | ||||||
Asset impairment loss | 0.8 | | ||||||
Deferred income tax benefit (provision) | 1.6 | (1.4 | ) | |||||
Increase in working capital | (4.2 | ) | (8.3 | ) | ||||
Other | 0.4 | (2.1 | ) | |||||
NET CASH PROVIDED BY OPERATING ACTIVITIES | 8.3 | 12.7 | ||||||
INVESTING ACTIVITIES |
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Capital expenditures | (6.6 | ) | (1.7 | ) | ||||
Other | 0.1 | 0.5 | ||||||
NET CASH USED IN INVESTING ACTIVITIES | (6.5 | ) | (1.2 | ) | ||||
FINANCING ACTIVITIES |
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Proceeds from issuance of long-term debt | 3.6 | | ||||||
Repayments of long-term debt | (0.2 | ) | | |||||
Proceeds from issuance of short-term debt | 2.3 | | ||||||
Repayments of short-term debt | (0.7 | ) | | |||||
Cash dividends paid | (1.5 | ) | | |||||
Net transfers to Kimberly-Clark | | (11.5 | ) | |||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
3.5 |
(11.5 |
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NET INCREASE IN CASH AND CASH EQUIVALENTS | 5.3 | | ||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 19.1 | | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 24.4 | $ | | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Cash paid during period for interest | $ | | $ | | ||||
Cash paid during period for income taxes | $ | 0.7 | $ | | ||||
See Notes to Condensed Consolidated and Combined Financial Statements
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NEENAH PAPER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND
COMBINED FINANCIAL STATEMENTS
(In millions, except as noted)
Note 1. Background and Basis of Presentation
Background
Neenah Paper, Inc. ("Neenah" or the "Company"), a Delaware corporation, was incorporated in April 2004 in contemplation of the spin-off by Kimberly-Clark Corporation ("Kimberly-Clark") of its Canadian pulp business and its fine paper and technical paper businesses in the United States (collectively, the "Pulp and Paper Business"). The Canadian pulp business consists of pulp mills in Terrace Bay, Ontario and Pictou, Nova Scotia and the related timberlands. The fine paper business is a leading producer of premium writing, text, cover and specialty papers. The technical paper business is a leading producer of durable, saturated and coated base papers for a variety of end uses.
On November 30, 2004, Kimberly-Clark completed the distribution of all of the shares of Neenah's common stock to the stockholders of Kimberly-Clark (the "Spin-Off"). Kimberly-Clark stockholders received a dividend of one share of Neenah's common stock for every 33 shares of Kimberly-Clark common stock held. Based on a private letter ruling received by Kimberly-Clark from the Internal Revenue Service, receipt of the Neenah shares in the Spin-Off was tax-free for U.S. federal income tax purposes. As a result of the Spin-Off, Kimberly-Clark transferred all of the assets and liabilities of the Pulp and Paper Business to Neenah. In addition, Kimberly-Clark transferred certain assets and liabilities of Kimberly-Clark sponsored employee benefit plans to the Company. Following the Spin-Off, Neenah is an independent public company and Kimberly-Clark has no continuing stock ownership.
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 and combined financial statements reflect all adjustments, consisting only of normal recurring adjustments necessary to present fairly the results of operations, financial position and cash flows for the interim periods presented herein. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make extensive use of estimates and assumptions that affect the reported amounts and disclosures. Actual results may vary from these estimates.
These condensed consolidated and combined interim financial statements should be read in conjunction with the consolidated and combined financial statements and notes thereto included in the Company's most recent Annual Report on Form 10-K, as amended by Form 10-K/A. 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 and combined interim financial statements of Neenah and its subsidiaries included herein are unaudited, except for the December 31, 2004 condensed consolidated balance sheet, which was derived from audited financial statements. The condensed consolidated and combined financial statements include the financial statements of the Company, and its wholly owned
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and majority owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.
The condensed consolidated and combined financial statements reflect the consolidated operations of Neenah and its subsidiaries as a separate, stand-alone entity subsequent to November 30, 2004, combined with the historical operations of the Pulp and Paper Business which were operated as part of Kimberly-Clark prior to the Spin-Off. The condensed combined financial statements for periods through November 30, 2004 have been derived from the consolidated financial statements and accounting records of Kimberly-Clark using the historical results of operations and the historical basis of assets and liabilities of the Pulp and Paper Business. Management believes the assumptions underlying the condensed combined financial statements for these periods are reasonable. However, the condensed combined financial statements included herein for periods through November 30, 2004 do not reflect the Pulp and Paper Business' results of operations, financial position and cash flows in the future or what its results of operations, financial position and cash flows would have been had the Pulp and Paper Business been a stand-alone company during the periods presented.
Shipping and Handling Costs
Certain prior years' amounts of shipping and handling costs have been adjusted in the combined statements of operations to be in conformity with EITF 00-10, Accounting for Shipping and Handling Fees and Costs, which became effective in 2000 and which prohibits the netting of such costs against revenues. Accordingly, for the three months ended March 31, 2004, amounts reflected for "Net sales" and "Cost of products sold" in the condensed consolidated and combined statements of operations have been increased from the amounts previously reported by $12.6 million. This adjustment had no effect on the amount of "Gross profit" or any other captioned amounts in the condensed consolidated and combined statements of operations.
Earnings per Share ("EPS")
Basic EPS was computed by dividing net income by the number of weighted average shares of common stock outstanding during the 2005 reporting period. Diluted EPS was calculated to give effect to all potentially dilutive common shares. Outstanding stock options, restricted shares and restricted stock units represent the only potentially dilutive effects on the Company's weighted-average-shares. For the three months ended March 31, 2005, approximately 223,000 potentially dilutive options that were "out-of-the-money" were excluded from the computation of dilutive common shares.
For the three months ended March 31, 2005, there were 55,000 dilutive shares for purposes of computing EPS. For the three months ended March 31, 2004, basic and diluted EPS were computed using the number of shares of Neenah common stock outstanding on November 30, 2004, the date on which Neenah common stock was distributed to the stockholders of Kimberly-Clark.
Stock Based Employee Compensation
As permitted by Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation ("SFAS 123"), the Company applies the intrinsic value method permitted by Accounting
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Principles Board Opinion 25, Accounting for Stock Issued to Employees ("APB 25"), and related interpretations to account for stock option grants. No employee compensation expense has been charged to earnings because the exercise prices of all stock options granted were equal to the market value of the Company or Kimberly-Clark's common stock on the date of grant. Had compensation expense been recorded under the provisions of SFAS 123, the impact on the Company's net income and income per share would have been:
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Three Months Ended March 31, |
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2005 |
2004(a) |
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(In millions, except per share) |
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Reported net income | $ | 2.7 | $ | 15.1 | |||
Add: stock-based compensation expense, net of tax effects, included in net income as reported | 0.1 | ||||||
Less: pro forma compensation expense, net of tax | (0.7 | ) | |||||
Pro forma net income | $ | 2.1 | |||||
Reported net income per share: | |||||||
Basic | $ | 0.18 | $ | 1.03 | |||
Diluted | $ | 0.18 | $ | 1.03 | |||
Pro forma net income per share: | |||||||
Basic | $ | 0.15 | $ | 1.03 | |||
Diluted | $ | 0.14 | $ | 1.03 | |||
Stock Options
In February 2005, the Company informed participants in its Long-Term Incentive Plan (the "LTIP") of its intention to award nonqualified stock options to purchase a total of 126,100 shares of common stock during 2005. The exercise price of the options will be equal to the market price of the Company's common stock on the date of grant. The options will expire in ten years and one-third will vest on each of the first three anniversaries of the date of grant. In February 2005, the Company granted options to purchase 63,050 shares of common stock at $33.19 per share. Stock options for the remaining 63,050 shares will be awarded in August 2005, subject to certain conditions, including the employee's continued employment with the Company.
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Performance Shares
In February 2005, the Company also granted 38,300 performance shares to LTIP participants. The measurement period for the performance shares is January 1, 2005 through December 31, 2005. Based on Company performance compared to revenue growth and return on invested capital targets, restricted stock units ("RSUs") equal to between 30% and 225% of the performance award will be issued. The RSUs issued will generally become 100% vested three years from the start of the performance period (December 31, 2007) and are subject to an additional two-year holding period before the employee can sell or transfer such shares. During the vesting period, the holders of RSUs are entitled to dividends, but are not permitted to vote such shares and the RSUs are forfeited in the event of termination of employment (as defined). The minimum RSU award equal to 30% of the performance shares is accounted for as a fixed award pursuant to APB 25 and compensation cost will be recognized pro rata over the three-year vesting period.
Note 2. New Accounting Standards
In December 2004, the FASB issued Statement of Financial Accounting Standards ("SFAS") 123 (revised 2004), Share-Based Payment ("SFAS 123R"), which revises SFAS 123, Accounting for Stock-Based Compensation. SFAS 123R also supersedes APB 25, Accounting for Stock Issued to Employees, and amends SFAS 95, Statement of Cash Flows. In general, the accounting required by SFAS 123R is similar to that of SFAS 123. However, SFAS 123 gave companies a choice to either recognize the fair value of stock options in their income statements or to disclose the pro forma income statement effect of the fair value of stock options in the notes to the financial statements. SFAS 123R eliminates that choice and requires the fair value of all share-based payments to employees, including the fair value of grants of employee stock options, be recognized in the income statement, generally over the option vesting period.
On April 14, 2005, the SEC announced the adoption of a new rule that amends the compliance dates for SFAS 123R. The new rule requires the Company to adopt SFAS 123R by January 1, 2006. The Company is currently evaluating the transition method to use when it adopts SFAS 123R.
In March 2005, FASB Interpretation No. 47 ("FIN 47"), Accounting for Conditional Asset Retirement Obligationsan interpretation of FASB Statement No. 143, was issued. FIN 47 clarifies that the term "conditional asset retirement obligation" as used in FASB Statement No. 143, Accounting for Asset Retirement Obligations, refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005 (December 31, 2005, for calendar-year enterprises). The Company is evaluating FIN 47 and has not determined if adoption will have a material effect on its results of operations or financial position.
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Note 3. Comprehensive Income
Comprehensive income includes, in addition to net income, unrealized gains and losses recorded directly to stockholders' equity. The accumulated other comprehensive income consists primarily of unrealized foreign currency translation gains (losses), minimum pension liability adjustments and unrealized gains (losses) related to cash flow hedges. At March 31, 2005 and December 31, 2004, accumulated other comprehensive income was $50.9 million and $51.6 million, respectively. The unrealized foreign currency translation gains (losses) are not adjusted for income taxes since they relate to indefinite investments in the Canadian pulp operations.
The components of comprehensive income are as follows.
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Three Months Ended March 31, |
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2005 |
2004 |
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Net income | $ | 2.7 | $ | 15.1 | ||||
Other comprehensive income: | ||||||||
Changes in unrealized foreign currency translation gains (losses) | (2.7 | ) | (3.1 | ) | ||||
Changes in unrealized gains (losses) on cash flow hedges | 2.0 | (0.3 | ) | |||||
Comprehensive income | $ | 2.0 | $ | 11.7 | ||||
Note 4. Risk Management
The Company is exposed to risks such as changes in foreign currency exchange rates and pulp prices. A variety of practices are employed to manage these risks, including operating and financing activities and, where deemed appropriate, the use of derivative instruments. Derivative instruments are used only for risk management purposes and not for speculation or trading. All foreign currency derivative instruments are either exchange traded or entered into with major financial institutions. Credit risk with respect to the counterparties is considered minimal in view of the financial strength of the counterparties.
In accordance with SFAS 133, Accounting for Derivative Instruments and Hedging Activities, as amended, the Company records all derivative instruments as receivables (included in Other current assets) or liabilities (included in Accrued expenses) on the condensed consolidated balance sheet at fair value. The related unrealized gain or loss from changes in the fair value of fully effective derivatives designated as cash flow hedges is recorded in accumulated other comprehensive income (included in Stockholders' equity) in the period that changes in fair value occur and is reclassified to income in the same period that the hedged item affects income.
Foreign Currency and Commodity Price Risk
The operating results, cash flows and financial condition of the Company are subject to pulp price risk. Because the price of pulp is established in U.S. dollars and the Company's cost of producing pulp is incurred principally in Canadian dollars, the profitability of the Company's pulp operations is subject to foreign currency risk. From time to time, the Company uses foreign currency forward and pulp
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futures contracts to manage its foreign currency and pulp price risks. The use of these instruments allows management of this transactional exposure to exchange rate and pulp price fluctuations because the gains or losses incurred on the derivative instruments are intended to offset, in whole or in part, losses or gains on the underlying transactional exposure. (See "Cash Flow Hedges" below). The Company's translation exposure related to its net investment in its Canadian subsidiaries is not hedged.
The Company is also subject to price risk for electricity used in its manufacturing operations. At the Spin-Off, Kimberly-Clark transferred to the Company a fixed price forward purchase contract to hedge fluctuations in the price of electricity at the Terrace Bay mill. Upon the expiration of the contract in December 2005, the Company intends to replace the contract with a fixed price forward contract covering a significant portion of the electricity requirement at the Terrace Bay mill.
Cash Flow Hedges
In the first quarter of 2005, the Company entered into a series of foreign currency forward exchange contracts, designated as cash flow hedges, of U.S dollar denominated pulp sales. At March 31, 2005, the Company's foreign currency contracts had a notional amount of $59 million Canadian dollars, and the fair value of the contracts of $1.1 million U.S. dollars was reflected on the balance sheet as a receivable and an unrealized pre-tax gain in accumulated other comprehensive income. The weighted average exchange rate for the foreign currency contracts at March 31, 2005 was 0.807 U.S. dollars per Canadian dollar. The contracts extend through January 2006 with the highest value of contracts maturing in each of April, May, June and July 2005. The Company recorded a net pre-tax gain of $0.1 million on foreign currency contracts expiring in the first quarter of 2005.
During the first quarter of 2005, the Company also entered into a series of pulp futures contracts to hedge fluctuations in pulp prices through December 2006. At March 31, 2005, the Company had future contracts for 279,000 metric tons of pulp with a notional amount of approximately $179 million, and the fair value of the contracts of $1.7 million was reflected on the balance sheet as a receivable and an unrealized pre-tax gain in accumulated other comprehensive income. The weighted average price for the pulp futures contracts at March 31, 2005 was $641 per metric ton. The contracts expire at the rate of 15,000 metric tons per month and 12,000 metric tons per month in 2005 and 2006, respectively. The Company recorded a net pre-tax loss of $1.0 million on pulp futures contracts expiring in the first quarter of 2005. Realized gains and losses on pulp derivatives are recorded in Net sales on the condensed consolidated statements of operations.
In addition, the Company has a fixed price forward purchase contract to hedge fluctuations in the price of electricity at the Terrace Bay mill. The contract matures ratably through December 31, 2005. At March 31, 2005, the notional amount of the contract was $6.6 million, and the fair value of the contract of $0.1 million was reflected on the balance sheet as a receivable and an unrealized pre-tax gain in accumulated other comprehensive income.
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For the first quarter of 2005, the Company's cash flow hedges were fully effective and consequently resulted in no effect on net income (i.e., changes in fair value were reflected in other comprehensive income). Assuming market rates remain constant with the rates at March 31, 2005, approximately $2.4 million (or $1.5 million after-tax) of the $3.0 million (or $1.9 million after-tax) pre-tax gain included in accumulated other comprehensive income is expected to be recognized in earnings during the next twelve months.
The notional amounts of the Company's hedging instruments do not represent amounts exchanged by the parties and, as such, are not a measure of exposure to credit loss. The amounts exchanged are determined by reference to the notional amounts and the other terms of the contracts. For a discussion of the Company's cash flow hedges at April 30, 2005, see "Part I, Item 3Quantitative and Qualitative Disclosures About Market Risk".
Foreign Currency Transactions
Gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the entity's functional currency) are included in other (income) and expense-net in the condensed consolidated and combined statements of operations. Net foreign currency transaction gains for the three months ended March 31, 2005 and 2004 were $0.8 million and $0.2 million, respectively, including the net loss on expiring currency future contracts described above.
Note 5. Inventories
The following presents inventories by major class as of March 31, 2005 and December 31, 2004.
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March 31, 2005 |
December 31, 2004 |
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Raw materials | $ | 31.1 | $ | 31.1 | ||||
Work in Progress | 8.2 | 7.7 | ||||||
Finished goods | 47.6 | 42.1 | ||||||
Supplies and other | 14.3 | 14.4 | ||||||
101.2 | 95.3 | |||||||
Excess of FIFO over LIFO cost | (6.8 | ) | (6.6 | ) | ||||
Total | $ | 94.4 | $ | 88.7 | ||||
The FIFO values of total inventories valued on the LIFO method were $35.4 million and $33.5 million at March 31, 2005 and December 31, 2004, respectively.
Note 6. Debt
The following debt was incurred either as a result of or since the Spin-Off. The Company did not have debt prior to November 30, 2004.
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Senior Unsecured Notes
On November 30, 2004, the Company completed an underwritten offering of ten-year senior unsecured notes (the "Senior Notes") at face amount of $225 million. The Senior Notes bear interest at a rate of 7.375%, payable May 15 and November 15 of each year, commencing on May 15, 2005, and mature on November 15, 2014. The Senior Notes are fully and unconditionally guaranteed by substantially all of the Company's subsidiaries. The Company expects to file a registration statement with the SEC to exchange the unregistered Senior Notes for registered notes with similar terms in the second quarter of 2005. If the Company does not complete the exchange of the Senior Notes within 270 days from the original issuance of the notes (a "Registration Default"), the Company will be obligated to pay additional interest ("Special Interest") on the Senior Notes. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period following a Registration Default and will increase by 0.25% per annum for each subsequent 90-day period to a maximum Special Interest rate of 1.00% per annum. Special Interest is the exclusive remedy for a Registration Default.
Secured Revolving Credit Facility
On November 30, 2004, the Company entered into a Credit Agreement by and among Neenah, certain of its subsidiaries, the lenders listed in the Credit Agreement and JP Morgan Chase Bank, N.A. as agent for the lenders. Under the Credit Agreement, the Company has a secured revolving credit facility (the "Revolver") that provides for borrowings of up to $150 million. As of March 31, 2005, the Company had no amounts outstanding under the Revolver. Borrowing availability under the Revolver is reduced by outstanding letters of credit ("LOC"). At March 31, 2005, the Company had approximately $5.9 million of LOCs outstanding and $144.1 million of borrowing availability under the Revolver.
The Senior Notes and the Revolver contain, among other provisions, covenants with which the Company must comply during the term of the agreements. Such covenants restrict the Company's ability to, among other things, incur certain additional debt, make specified restricted payments and capital expenditures, authorize or issue capital stock, enter into transactions with affiliates, consolidate or merge with or acquire another business, sell certain of its assets or liquidate, dissolve or wind-up the Company. In addition, the terms of the Revolver require the Company to achieve and maintain certain specified financial ratios. As of March 31, 2005, the Company was in compliance with all such covenants.
Vendor Financing
During the first quarter of 2005, the Company obtained vendor financing related to its purchase of enterprise resource planning (ERP) software. At inception, the present value of the financing agreement was $3.6 million (discounted at 7.375%) payable in quarterly installments through January 2008. In addition, the Company issued a short-term note for $2.3 million to finance current year insurance premiums. The note bears interest at the rate of 3.9% and is payable in monthly installments through October 2005.
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Note 7. Postretirement and Other Benefits
Pension Plans
In December 2003, the FASB issued Statement of Financial Accounting Standards No. 132 (revised 2003) ("SFAS 132"), Employers' Disclosure about Pensions and Other Postretirement Benefits, which the Company adopted in December 2003. SFAS 132 requires the disclosure of the components on net periodic benefit cost recognized during interim periods. The following table presents the components of net periodic benefit cost recognized during the three months ended March 31, 2005 and 2004, respectively.
Components of Net Periodic Benefit Cost
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Pension Benefits |
Postretirement Benefits Other than Pensions |
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Three Months Ended March 31, |
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2005 |
2004 |
2005 |
2004 |
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Service cost | $ | 2.7 | $ | 1.8 | $ | 0.4 | $ | 0.3 | ||||
Interest cost | 5.4 | 4.7 | 0.7 | 0.9 | ||||||||
Expected return on plan assets(a) | (6.8 | ) | (5.1 | ) | | | ||||||
Recognized net actuarial loss | 1.8 | 1.4 | 0.2 | 0.1 | ||||||||
Amortization of unrecognized transition asset | (0.1 | ) | | | | |||||||
Amortization of prior service cost | 0.2 | 0.1 | | 0.1 | ||||||||
Net periodic benefit cost | $ | 3.2 | $ | 2.9 | $ | 1.3 | $ | 1.4 | ||||
Note 8. Contingencies and Legal Matters
Litigation
A subsidiary of Kimberly-Clark is a co-defendant in a vehicle accident lawsuit pending in Ontario (Canada) Superior Court of Justice since August 1998. The plaintiffs in this lawsuit include the driver of one of the vehicles involved in the accident and his passengers. The driver sustained severe injuries, including paralysis, as a result of the accident on a bush road located within a forest where the subsidiary conducts logging operations. The plaintiffs claim that Kimberly-Clark was responsible for maintaining the bush road on which the accident occurred. In particular, the plaintiffs claim that Kimberly-Clark should have cut the trees and other growth on the sides of the bush road and the alleged failure to do so caused or contributed to the cause of the accident. The plaintiffs are seeking significant money damages, plus costs and attorneys fees. Kimberly-Clark has denied liability and has raised numerous defenses in this lawsuit. Pursuant to the Distribution Agreement, the Company will indemnify Kimberly-Clark for liabilities and costs, including attorneys' fees and other costs of defense,
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arising out of this lawsuit, net of any insurance recovery by Kimberly-Clark. The Company expects this matter to be set for trial in 2006.
The Company is involved in certain other 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 claim which is pending or threatened, either individually or on a combined basis, will not have a material adverse effect on the consolidated financial condition, results of operations or liquidity of the Company.
Indemnifications
Pursuant to the Distribution Agreement, the Pulp Supply Agreement, the Employee Matters Agreement and the Tax Sharing Agreement, the Company has agreed to indemnify Kimberly-Clark for certain liabilities or risks related to the Spin-Off. Many of the potential indemnification liabilities under these agreements are unknown, remote or highly contingent, and most are unlikely to ever require an indemnity payment. Furthermore, even in the event that an indemnification claim is asserted, liability for indemnification is subject to determination under the terms of the applicable agreement. For these reasons, the Company is unable to estimate the maximum potential amount of the potential future liability under the indemnity provisions of these agreements. However, the Company accrues for any potentially indemnifiable liability or risk under these agreements for which it believes a future payment is probable and a range of loss can be reasonably estimated. As of March 31, 2005, we believe our liability under such indemnification obligations was not material to the consolidated financial statements.
Employees and Labor Relations
On May 8, 2005, hourly employees at the Pictou pulp mill, represented by Local 440 of the Communications, Energy and Paperworkers Union of Canada, voted in favor of possible strike action if the union and the Company are unable to resolve their differences in negotiations. A union vote in favor of strike action is not uncommon in labor negotiations in Nova Scotia and does not mean that a strike will occur. On May 13, 2005, the government appointed labor conciliator involved in the negotiations submitted his report to the Nova Scotia government. Following the submission of the conciliator's report, a two-week "cooling-off" period is in effect, during which time further negotiations are expected to occur and no strike action by the union or lock-out by the Company can occur. The Pictou collective bargaining agreement, which expired on June 1, 2004, remains in effect by operation of law until a new contract is executed.
Note 9. Restructuring Costs and Asset Impairment Loss
On May 1, 2005, the Company closed the smaller of the two single-line pulp mills at the Terrace Bay facility (the "No. 1 Mill"). The No. 1 Mill was originally constructed in 1948 and had annual capacity of approximately 125,000 tons of bleached kraft pulp. In conjunction with the closure, the Company offered early retirement and severance packages to approximately 140 employees. The closing
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was authorized by our Chief Executive Officer on February 28, 2005, pursuant to a resolution of the Board of Directors.
The Company expects to incur approximately $5.6 million of exit costs in connection with the closure, including one-time termination benefits related to early retirement, severance and defined benefit pension plans of approximately $5.2 million and other associated exit costs of $0.4 million. The Company recorded approximately $3.5 million for termination benefits related to the closure in the three months ended March 31, 2005. In addition, the Company expects to incur approximately $1.0 million of general expenses related to training of employees. As of March 31, 2005, no employees had been terminated and none of the estimated costs of the closure had been paid. The Company expects activities related to the closure to be substantially complete by the end of 2005.
Also, in March 2005, the Company recorded a pre-tax, non-cash asset impairment loss of approximately $0.8 million related to the remaining value of the long-lived assets of the No. 1 Mill. Costs associated with the closure, excluding expenses related to employee training, are recorded in Restructuring Costs and Asset Impairment Loss on the condensed consolidated and combined statements of operations.
As a result of closing the No. 1 Mill, the Company notified Kimberly-Clark of its intention to terminate a part of its commitment to supply and their requirement to purchase northern bleached hardwood kraft pulp pursuant to the terms of the pulp supply agreement. Under the pulp supply agreement, the Company was obligated to provide 40,000, 30,000, 20,000 and 10,000 tons of northern bleached hardwood kraft pulp produced at the Terrace Bay mill annually in 2005, 2006, 2007 and 2008, respectively. The Company's commitment to supply and Kimberly-Clark's requirement to purchase northern bleached hardwood kraft pulp pursuant to the terms of the pulp supply agreement from the Pictou mill (in annual quantities which are identical to those shown above) are unchanged.
Note 10. Business Segment Information
The Company reports its operations in three segments: Fine Paper, Technical Paper and Pulp. The Fine Paper business is a leading producer of premium writing, text, cover and specialty papers. The Technical Paper business is a leading producer of durable, saturated and coated base papers for a variety of end uses. The Pulp business consists of two mills and related timberlands, which produce northern bleached softwood and hardwood kraft pulp. Each segment requires different technologies and marketing strategies. General corporate expenses are shown as Unallocated corporate costs. Disclosure of segment information is on the same basis that management uses internally for evaluating segment performance and allocating resources.
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The following table summarizes the net sales and income before interest and taxes for each of the Company's business segments.
|
Three Months Ended March 31, |
|||||||
---|---|---|---|---|---|---|---|---|
Net Sales(a) |
||||||||
2005 |
2004 |
|||||||
Fine Paper | $ | 57.9 | $ | 56.1 | ||||
Technical Paper | 35.9 | 34.1 | ||||||
Pulp | 109.2 | 114.0 | ||||||
Intersegment sales | (6.4 | ) | (5.8 | ) | ||||
Total | $ | 196.6 | $ | 198.4 | ||||
|
Three Months Ended March 31, |
|||||||
---|---|---|---|---|---|---|---|---|
Operating Income |
||||||||
2005 |
2004 |
|||||||
Fine Paper | $ | 17.0 | $ | 18.2 | ||||
Technical Paper | 4.7 | 7.1 | ||||||
Pulp | (11.1 | ) | (1.0 | ) | ||||
Unallocated corporate costs | (1.7 | ) | | |||||
Total | $ | 8.9 | $ | 24.3 | ||||
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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 results of operations during the three months ended March 31, 2005 and 2004. Also discussed is our financial position as of March 31, 2005. You should read this discussion in conjunction with our consolidated and combined financial statements and the notes to those consolidated and combined financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2004, as amended by Form 10-K/A. 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.
Results of Operations and Related Information
In this section, we discuss and analyze our net sales, income before interest and income 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 March 31, 2005 and 2004.
Analysis of Net SalesThree Months Ended March 31, 2005 and 2004
The following table presents net sales by segment, expressed as a percentage of total net sales before intersegment eliminations:
|
Three Months Ended March 31, |
|||||
---|---|---|---|---|---|---|
|
2005 |
2004 |
||||
Fine Paper | 28 | % | 27 | % | ||
Technical Paper | 18 | 17 | ||||
Pulp | 54 | 56 | ||||
Total | 100 | % | 100 | % | ||
The following table presents our net sales by segment for the periods indicated:
|
Three Months Ended March 31, |
|||||||
---|---|---|---|---|---|---|---|---|
|
2005 |
2004 |
||||||
|
(In millions) |
|||||||
Fine Paper | $ | 57.9 | $ | 56.1 | ||||
Technical Paper | 35.9 | 34.1 | ||||||
Pulp | 109.2 | 114.0 | ||||||
Eliminations | (6.4 | ) | (5.8 | ) | ||||
Total | $ | 196.6 | $ | 198.4 | ||||
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Three Months 2005 Compared to 2004
|
Percent Change in Net Sales Compared to Prior Period |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
|
|
Change Due To |
||||||||
|
Total Change |
Volume |
Net Price |
Product Mix |
Currency |
|||||
Combined | (1 | ) | (1 | ) | | | | |||
Fine paper | 3 | 8 | | (5 | ) | | ||||
Technical paper | 5 | 4 | | 1 | | |||||
Pulp(a) | (4 | ) | (7 | ) | | 3 | |
Consolidated net sales were marginally lower in the first quarter of 2005 compared to the prior year period primarily due to higher discounts on pulp sales to Kimberly-Clark, lower pulp volume and a shift in fine paper sales to a higher proportion of lower-priced grades. These unfavorable factors were partially offset by higher average market prices for softwood and hardwood pulp and unit volume growth in the fine and technical paper businesses.
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The following table sets forth line items from our condensed consolidated and combined 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 March 31, |
||||
---|---|---|---|---|---|
|
2005 |
2004 |
|||
Net sales | 100.0 | % | 100.0 | % | |
Cost of products sold | 87.1 | 83.3 | |||
Gross profit | 12.9 | 16.7 | |||
Selling, general and administrative expenses | 6.5 | 4.6 | |||
Restructuring costs and asset impairment loss | 2.2 | | |||
Other incomenet | (0.3 | ) | (0.1 | ) | |
Operating income | 4.5 | 12.2 | |||
Interest expense | 2.4 | | |||
Income before income taxes | 2.1 | 12.2 | |||
Provision for income taxes | 0.7 | 4.6 | |||
Net income | 1.4 | % | 7.6 | % | |
Analysis of Operating IncomeThree Months Ended March 31, 2005 and 2004
The following table sets forth our operating income by segment for the periods indicated:
|
Three Months Ended March 31, |
|||||||
---|---|---|---|---|---|---|---|---|
|
2005 |
2004 |
||||||
|
(in millions) |
|||||||
Fine Paper | $ | 17.0 | $ | 18.2 | ||||
Technical Paper | 4.7 | 7.1 | ||||||
Pulp | (11.1 | ) | (1.0 | ) | ||||
Unallocated corporate costs | (1.7 | ) | | |||||
Total | $ | 8.9 | $ | 24.3 | ||||
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Commentary:
Three Months 2005 Compared to 2004
|
Percent Change in Operating Income Compared to Prior Period |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
Change Due To |
|||||||||||
|
Total Change |
Volume |
Net Price |
Fiber / Wood Cost |
Currency |
Other(b) |
|||||||
Combined | (65 | ) | 10 | | (18 | ) | (33 | ) | (24 | ) | |||
Fine paper | (7 | ) | 11 | 2 | (5 | ) | | (15 | ) | ||||
Technical paper | (34 | ) | 4 | 1 | (8 | ) | | (31 | ) | ||||
Pulp(a)(c) | | | | | | |
Consolidated operating income for the three months ended March 31, 2005 decreased $15.4 million compared to 2004 primarily due to unfavorable currency translation effects related to the strengthening of the Canadian dollar compared to the U.S. dollar, increased discounts on pulp sales to Kimberly-Clark, costs related to the closure of the No. 1 Mill and expenses related to our operation as a stand-alone company. These unfavorable effects were partially offset by higher average selling prices for softwood and hardwood pulp and increased volume in our paper businesses.
Additional Statement of Operations Commentary:
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Liquidity and Capital Resources
|
Three Months Ended March 31, |
|||||||
---|---|---|---|---|---|---|---|---|
|
2005 |
2004 |
||||||
|
(In millions) |
|||||||
Net cash flow provided by (used in): | ||||||||
Operating activities | $ | 8.3 | $ | 12.7 | ||||
Investment activities | (6.5 | ) | (1.2 | ) | ||||
Financing activities | 3.5 | (11.5 | ) | |||||
Capital expenditures |
6.6 |
1.7 |
Operating Cash Flow Commentary
Investing Commentary:
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$4 million in 2005 and approximately $14 million in 2006 for planned capital expenditures relating to enhanced protection of the environment.
Financing Commentary:
Management believes that the ability to generate cash from operations and our borrowing capacity under our revolving credit facility are adequate to fund working capital, capital spending and other cash needs in the foreseeable future. Our ability to generate adequate cash from operations in the future, however, will depend on, among other things, our ability to successfully implement our business strategies and cost cutting initiatives, and to manage the impact of changes in pulp prices and currencies. We can give no assurance that we will be able to successfully implement those strategies and cost cutting initiatives, or successfully manage our pulp pricing and currency exposures.
In addition, our ability to issue additional stock will be constrained because such an issuance of additional stock may cause the Spin-Off to be taxable to Kimberly-Clark under Section 355(e) of the Internal Revenue Code, and under the tax sharing agreement, we would be required to indemnify Kimberly-Clark against that tax.
Critical Accounting Policies and Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. We believe that the estimates, assumptions and judgments described in "Management's Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting Policies" of our most recent Annual Report on Form 10-K, as amended, have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies. The critical accounting policies used in the preparation of the consolidated and combined financial statements are those that are important both to the presentation of financial condition and results of operations and require significant judgments with regard to estimates used. These critical judgments relate to the timing of recognizing sales revenue, the recoverability of deferred income tax assets, pension benefits and future cash flows associated with impairment testing of long-lived assets. Actual results could differ from these estimates, and changes in these estimates are recorded when known. We believe that the consistent application of these policies enables us to provide readers of our financial statements with useful and reliable information about our operating results and financial condition. There has been no significant change in these policies, or the estimates used in the application of the policies, since our 2004 fiscal year end.
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Forward Looking Statements
This Quarterly Report on Form 10-Q and other materials we have filed or will file with the SEC (as well as information included in our other written or oral statements) contain, or will contain, disclosures which are "forward-looking statements." Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as "may," "believe," "will," "expect," "project," "estimate," "anticipate," "plan" or "continue." These forward-looking statements are based on the current plans and expectations of our management and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. These factors include, but are not limited to: (i) general economic conditions particularly in the United States and Canada; (ii) fluctuations in global equity and fixed-income markets; (iii) the competitive environment; (iv) the loss of current customers or the inability to obtain new customers; (v) changes in asset valuations including write-downs of assets including fixed assets, inventory, accounts receivable or other assets for impairment or other reasons; and (vi) other risks that are detailed from time to time in reports we file with the SEC.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a multinational enterprise, we are exposed to risks such as changes in commodity prices, foreign currency exchange rates, interest rates and environmental regulation. A variety of practices are employed to manage these risks, including operating and financing activities and, where deemed appropriate, the use of derivative instruments. Derivative instruments are used only for risk management purposes and not for speculation or trading. Credit risk with respect to the counterparties is considered minimal in view of the financial strength of the counterparties.
Presented below is a description of our most significant risks.
Foreign Currency Risk
Our results of operations and cash flows are affected by changes in the Canadian dollar exchange rate relative to the U.S. dollar. Exchange rate fluctuations can have a material impact on our financial results because substantially all of our pulp mills' expenses are incurred in Canadian dollars and our pulp revenues are denominated in U.S. dollars.
We use hedging arrangements to reduce our exposure to exchange rate fluctuations, although these arrangements could result in us incurring higher costs than we would incur without the arrangements. In the first four months of 2005, the Company entered into a series of foreign currency forward exchange contracts, designated as cash flow hedges of U.S dollar denominated pulp sales. At April 30, 2005, the Company's foreign currency forward exchange contracts had a notional amount of $380 million Canadian dollars, and the fair value of the contracts of $(4.3) million U.S. dollars was reflected on the balance sheet as a liability and an unrealized pre-tax loss in accumulated other comprehensive income. The weighted average exchange rate for the foreign currency contracts at April 30, 2005 was 0.811 U.S. dollars per Canadian dollar and the contracts extend through April 2007.
Commodity Risk
Our results of operations, cash flows and financial position are sensitive to the selling prices pulp. The markets and profitability of pulp have been, and are likely to continue to be, cyclical. Because our pulp business competes primarily on the basis of price and availability, the financial success of our pulp mills depends on their ability to produce pulp at a competitive cost. Accordingly, we must continuously and effectively manage our cost structure and production capacity to be able to respond effectively to business cycles in the pulp industry. We anticipate lower market prices for pulp in the second half of 2005 and forward as a result of an expected downturn in this pulp cycle.
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We use hedging arrangements to reduce our exposure to pulp price fluctuations, although these arrangements could result in us incurring higher costs than we would incur without the arrangements. During the first four months of 2005, the Company also entered into a series of pulp futures contracts to hedge fluctuations in pulp prices through December 2006. At April 30, 2005, the Company had futures contracts for 264,000 metric tons of pulp with a notional amount of approximately $169 million, and the fair value of the contracts of $2.8 million was reflected on the balance sheet as a receivable and an unrealized pre-tax gain in accumulated other comprehensive income. The weighted average price for the pulp futures contracts at April 30, 2005 was $640 per metric ton.
Interest Rate Risk
We are exposed to interest rate risk on our fixed rate long-term debt and our variable rate bank debt. Our objective is to manage the impact of interest rate changes on earnings and cash flows from our variable rate debt and on the market value of our fixed rate debt. At March 31, 2005, we had $227.2 million of fixed rate long-term debt outstanding and no variable rate borrowings outstanding under our revolving credit agreement. We are exposed to fluctuations in the fair value of our fixed rate long-term debt resulting from changes in market interest rates, but not to fluctuations in our earnings or cash flows. At March 31, 2005, the fair market value of our long-term debt was approximately $218.1 million based upon the quoted market price of the senior notes. A 100 basis point increase in interest rates would not affect our interest expense because at March 31, 2005, we had no variable rate borrowings outstanding.
We believe that these risks can be managed and will not have a material adverse effect on our business or our consolidated financial position, results of operations or cash flows.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management in a timely manner.
As of March 31, 2005, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, including consideration of the restatement of net deferred income tax assets and additional paid-in capital as set forth in Note 17 of notes to the consolidated and combined financial statements reported in Amendment No. 1 on Form 10-K/A for the year ended December 31, 2004 and, as discussed in Item 9A of the Form 10-K/A, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of March 31, 2005.
Internal Controls over Financial Reporting
There has been no change in our internal control over financial reporting during the first quarter of 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Subsequent to March 31, 2005, and in connection with our restatement of net deferred income tax assets and additional paid-in capital contained in our Form 10-K/A filed May 16, 2005, we have implemented refinements to our internal controls to ensure the quarterly tax provisions and deferred tax assets and liabilities are properly recorded, documented and reviewed.
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A subsidiary of Kimberly-Clark is a co-defendant in a vehicle accident lawsuit pending in the Ontario (Canada) Superior Court of Justice since August 1998. The plaintiffs in this lawsuit include the driver of one of the vehicles involved in the accident and his passengers. The driver sustained severe injuries, including paralysis, as a result of the accident on a bush road within the forest where the subsidiary conducts logging operations. The plaintiffs claim that Kimberly-Clark was responsible for maintaining the bush road on which the accident occurred. In particular, the plaintiffs claim that Kimberly-Clark should have cut the trees and other growth on the sides of the bush road and the alleged failure to do so caused or contributed to the cause of the accident. The plaintiffs are seeking significant money damages, plus costs and attorneys fees. Kimberly-Clark has denied liability and has raised numerous defenses in this lawsuit. Pursuant to the distribution agreement, we will indemnify Kimberly-Clark for liabilities and costs, including attorneys' fees and other related costs of defense, arising out of this lawsuit, net of any insurance recovery by Kimberly-Clark. We expect this matter to be set for trial in 2006.
We are involved in certain other legal actions and claims arising in the ordinary course of business. While the outcome of those legal actions and claims cannot be predicted with certainty, we do not believe that the outcome of any claim which is pending or threatened, either individually or on a combined basis, will have a material adverse effect on our financial condition, results of operations or liquidity.
Exhibits:
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NEENAH PAPER, INC. | ||||
By: | /s/ SEAN T. ERWIN Sean T. Erwin Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) |
|||
/s/ BONNIE C. LIND Bonnie C. Lind Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
||||
May 16, 2005 |
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