UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
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For the fiscal
year ended September 30, 2009.
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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 .
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Commission
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Name of Registrant, State of Incorporation,
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IRS Employer
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File No.
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Address of Principal Executive Offices, and Telephone No.
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Identification No.
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000-52681
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NEENAH ENTERPRISES,
INC.
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25-1618281
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(a Delaware Corporation)
2121 Brooks Avenue P.O. Box 729
Neenah, WI 54957
(920) 725-7000
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333-28751
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NEENAH FOUNDRY
COMPANY
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39-1580331
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(a Wisconsin Corporation)
2121 Brooks Avenue P.O. Box 729
Neenah, WI 54957
(920) 725-7000
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Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Neenah Enterprises, Inc., Common Stock, par value $0.01 per share
Indicate by check mark if the registrants are well-known
seasoned issuers, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check mark if the registrants are not required to
file reports pursuant to Section 13 or Section 15(d)
of the Act.
Neenah Enterprises,
Inc. Yes o No þ
Neenah Foundry
Company Yes þ No o
Indicate by check mark whether the registrants (1) have
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
registrants were required to file such reports), and
(2) have been subject to such filing requirements for the
past
90 days. Yes þ No o
Indicate by check mark whether the registrants have submitted
electronically and posted on their corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrants
were required to submit and post such
files). Yes o No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Neenah Enterprises, Inc.
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Neenah Foundry Company
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
(Do not check if a smaller reporting company)
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Act).
Neenah Enterprises,
Inc. Yes o No þ
Neenah Foundry Company Yes
o No þ
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to
the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the
last business day of the registrants most recently
completed second fiscal quarter.
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Neenah Enterprises, Inc.
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The aggregate market value of the common equity of Neenah
Enterprises, Inc. held by non-affiliates as of March 31,
2009 was $793,827, based on the closing price of $0.18 per share
on the OTC Bulletin Board as of such date. (Shares of NEI Common
Stock held by each executive officer and director and by each
person known to beneficially own more than 5% of the outstanding
Common Stock of Neenah Enterprises, Inc. have been excluded in
that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a
conclusive determination for other purposes.)
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Neenah Foundry Company
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The aggregate market value of the common equity of Neenah
Foundry Company held by non-affiliates as of March 31, 2009 was
zero. All of the common stock of Neenah Foundry Company is held
by NFC Castings, Inc., a wholly owned subsidiary of Neenah
Enterprises, Inc.
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Indicate by check mark whether the registrants have filed all
documents and reports required to be filed by Section 12,
13 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a
court. Yes þ No o
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Neenah Enterprises, Inc.
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As of December 4, 2009, Neenah Enterprises, Inc. had
15,385,622 shares of common stock outstanding.
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Neenah Foundry Company
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As of December 4, 2009, Neenah Foundry Company had
1,000 shares of common stock outstanding, all of which were
owned by NFC Castings, Inc, a wholly owned subsidiary of Neenah
Enterprises, Inc.
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Documents
Incorporated by Reference
Certain portions of Neenah Enterprises, Inc.s Proxy
Statement to be filed for its 2010 Annual Meeting of
Stockholders are incorporated by reference into Part III of
this
Form 10-K.
NEENAH
ENTERPRISES, INC.
NEENAH FOUNDRY COMPANY
FISCAL YEAR 2009
FORM 10-K
ANNUAL
REPORT
TABLE OF
CONTENTS
i
Filing
Format
This combined
Form 10-K
is being filed separately by Neenah Enterprises, Inc.
(NEI) and Neenah Foundry Company
(Neenah). NEI (formerly ACP Holding Company) has no
business activity other than its ownership of NFC Castings, Inc.
Neenah is a wholly owned subsidiary of NFC Castings, Inc.
Special
Note Regarding Forward-Looking Statements
Our disclosure and analysis in this Annual Report on
Form 10-K
include some forward-looking statements. Forward-looking
statements give our current expectations or forecasts of future
events. All statements other than statements of current or
historical fact contained in this Annual Report on
Form 10-K,
including statements regarding our future financial position,
business strategy, budgets, projected costs and plans and
objectives of management for future operations, are
forward-looking statements. The words anticipate,
believe, continue, estimate,
expect, intend, may,
plan, seek, will and similar
expressions, as they relate to us, are intended to identify
forward-looking statements. In particular, these include, among
other things, statements relating to:
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our ability to continue as a going concern;
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our significant indebtedness;
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our future cash flow, earnings and liquidity;
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our ability to meet our debt obligations;
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the effects of general industry and economic conditions;
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our ability to retain our significant customers and rely on our
significant suppliers;
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our ability to compete with competitors in our industry;
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the outcome of any litigation and labor disturbances in which we
may be involved; and
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our ability to attract and retain qualified personnel.
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We have based these forward-looking statements largely on our
current expectations and projections about future events and
financial trends that we believe may affect our financial
condition, results of operations, business strategy and
financial needs. They can be affected by inaccurate assumptions
we might make or by known or unknown risks, uncertainties and
assumptions, including the risks, uncertainties and assumptions
described in Item 1A, Risk Factors, and in
Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations. In light of
these risks, uncertainties and assumptions, the forward-looking
statements in this Annual Report on
Form 10-K
may not occur and actual results could differ materially from
those anticipated or implied in the forward-looking statements.
In particular, the factors that could cause our results to
differ materially from current expectations include, among
others, our ability to service our substantial indebtedness,
material disruptions to the major industries we serve; continued
price fluctuations in the scrap metal market; increases in price
or interruptions in the availability of metallurgical coke;
regulatory restrictions or requirements; developments affecting
the valuation or prospects of the casting and forging industries
generally or our business in particular; the outcome of legal
proceedings in which we are involved; and changes in economic
conditions affecting us, our customers and our suppliers. When
you consider these forward-looking statements, you should keep
in mind these risk factors and other cautionary statements in
this Annual Report on
Form 10-K.
Our forward-looking statements speak only as of the date of this
filing.
1
Introduction
On August 3, 2007, NEI recapitalized and we took steps
intended to facilitate the development of a market in NEI common
stock. Specifically, we registered NEIs common stock under
Section 12(g) of the Securities Exchange Act of 1934, by
filing a Form 10 registration statement with the Securities
and Exchange Commission, and we amended NEIs certificate
of incorporation and bylaws in several respects. The amendments
to the certificate of incorporation included:
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a change of the name from ACP Holding Company to Neenah
Enterprises, Inc.;
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a reverse stock split in which each five of the outstanding
shares of NEIs common stock were converted into one share
of new common stock, with corresponding adjustments to
NEIs outstanding warrants to purchase shares of NEIs
common stock;
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a change of NEIs authorized capital stock to
36 million shares, consisting of 35 million shares of
common stock and one million shares of preferred stock, with the
preferred stock having such rights and being issuable in one or
more series as determined by the board of directors;
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a provision that NEIs board of directors will consist of
no less than three nor more than nine directors (prior to the
recapitalization the bylaws provided for a board of between two
and seven directors) as fixed from time to time by a resolution
approved by the vote of a majority of the directors then in
office at a meeting at which a quorum is present, plus any
directors that may be elected pursuant to the terms of any
preferred stock that may be issued and outstanding from time to
time; and
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a prohibition of NEI stockholder action by written consent in
lieu of a meeting and a requirement that special meetings of
stockholders can be called only by the board of directors or the
chairman of the board or upon the written request of
stockholders owning not less than 50% of the outstanding shares
of common stock.
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In addition, the bylaw amendments included a requirement that
NEI receive advance notice and other specified information
regarding any nominees for director and any other business to be
brought before a stockholders meeting by any stockholder.
PART I
As used in this report, except as the context otherwise
requires, the terms NEI, Company,
we, our, ours, and
us refers to Neenah Enterprises, Inc. (formerly ACP
Holding Company) and its direct and indirect subsidiaries,
collectively and individually, as appropriate from the context.
Except as the context otherwise requires, Neenah
refers to our indirect subsidiary, Neenah Foundry Company, and
its wholly-owned subsidiaries, Deeter Foundry, Inc.
(Deeter), Mercer Forge Corporation
(Mercer), Dalton Corporation (Dalton),
Advanced Cast Products, Inc. (Advanced Cast
Products), Gregg Industries, Inc. (Gregg),
Neenah Transport, Inc., Morgans Welding, Inc.
(Morgans), and Cast Alloys, Inc. (Cast
Alloys), which is inactive, and their respective
subsidiaries. The Companys Board of Directors approved the
closure of the Companys manufacturing facility located in
Kendallville, Indiana (the Kendallville Facility) in
December 2008 and the Gregg facility located in El Monte,
California (the Gregg Facility) in February 2009.
Both facilities ceased production and substantially completed
shutdown during fiscal 2009. NFC refers to NFC
Castings, Inc., which is a wholly owned subsidiary of NEI and
the parent of Neenah. NEI does not have any material assets or
liabilities other than its indirect ownership of Neenah and
Neenahs subsidiaries. Neenah and Neenahs
subsidiaries (rather than NEI) are obligors or guarantors under
our bank credit agreement and outstanding notes. Our fiscal year
ends on September 30.
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Our organizational chart is as follows:
Overview
We are one of the largest independent foundry companies in the
United States, and we believe we are one of only two national
suppliers of castings to the heavy municipal market. Our broad
range of heavy municipal iron castings includes manhole covers
and frames, storm sewer frames and grates, heavy-duty airport
castings, specialized trench drain castings and ornamental tree
grates. We sell these municipal castings throughout the United
States to state and local government entities, utility
companies, precast concrete manhole structure producers and
contractors for both new construction and infrastructure
replacement. We are also a leading manufacturer of a wide range
of complex industrial iron castings and steel forgings,
including specialized castings and forgings for the heavy-duty
truck industry, a broad range of iron castings and steel
forgings for the construction equipment and farm equipment
industries, and iron castings used in heating, ventilation and
air conditioning, or HVAC, systems.
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We have been able to achieve significant market shares in the
major markets we serve. Each of our 9 manufacturing or
machining facilities has unique capabilities to effectively
serve our market niches.
We believe that the following attributes provide us with
competitive advantages and will position us to be successful
going forward.
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Leadership position in a relatively stable municipal
market. We are one of the leading suppliers of
castings to the domestic municipal products market and, we
believe, one of only two national suppliers, with approximately
15,000 customers in all 50 states and over 6,000 part
numbers shipped in fiscal 2009. Approximately 40% of the
individual part numbers we shipped in our 2009 fiscal year for
the municipal market were in quantities of fewer than 10 pieces,
which we believe creates a significant barrier to entry. We also
believe that we are the only manufacturer that has invested in
the unique patterns required to make many of these specific
products, resulting in significant barriers to entry.
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Significant customer dependence on Neenah. The
patterns for municipal products seldom become obsolete and have
been developed to various state and municipality specifications.
These patterns are 100% owned by Neenah. As a market leader, our
municipal castings are often specified as the standard in
municipal contracts. Although the patterns for industrial
castings are owned by the customer and not the foundry,
industrial patterns are not readily transferable to other
foundries without, in most cases, significant additional
investment. We estimate that we have historically retained
throughout the product life cycle over 95% of the patterns that
we have been awarded. We believe we have the only tooling for a
significant majority of our industrial products by net sales.
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Large and experienced sales and marketing
force. Neenah has one of the largest sales and
marketing forces serving the U.S. heavy municipal end-user
market. We also employ a dedicated industrial casting sales
force consolidated across all facilities. Our sales force
supports ongoing customer relationships, and works with
customers engineers and procurement representatives as
well as our own engineers, manufacturing management and quality
assurance representatives throughout all stages of the
production process to ensure that the final product consistently
meets or exceeds the specifications of our customers. This team
approach, consisting of sales, marketing, manufacturing,
engineering and quality assurance efforts, is an integral part
of our marketing strategy. In addition, our 15 distribution and
sales centers around the U.S. provide our municipal
products customers with readily available castings to meet their
needs.
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Focused manufacturing facilities with an emphasis on quality
and implementation of lean manufacturing
concepts. We operate 9 focused manufacturing
and/or
machining facilities in five states. We focus our facilities on
the specific markets and market segments that they are best
suited to serve, creating what we believe to be an efficient
process flow which enables us to provide superior products to
each of our chosen markets. We continuously focus on
productivity gains by improving upon the individual steps of the
casting process, which enables us to produce castings in low and
medium volume quantities on high volume, cost-effective molding
equipment. With a major focus on implementing lean manufacturing
and Six Sigma, we are continuously striving for improvement of
operations and personnel, emphasizing defect prevention, safety
and the reduction of variation and waste in all areas.
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Value-added machining capabilities. Through
our four machining facilities, we are able to deliver a machined
product to many of our customers, allowing us to capture a
greater share of the value chain. The casting machining process
can contribute significantly to the value of the end-product, in
particular in certain custom situations where high-value
specialized machining is required. We continually evaluate
opportunities to increase our value-added machining services.
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Experienced and well-respected senior management
team. Our senior management team provides a depth
and continuity of experience in the casting industry.
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Liquidity
and Going Concern
Our auditors have included an explanatory paragraph in their
opinion that accompanies our audited consolidated financial
statements as of and for the year ended September 30, 2009,
indicating that our current liquidity position raises
substantial doubt about our ability to continue as a going
concern. The accompanying consolidated
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financial statements have been prepared assuming we will
continue as a going concern. This assumes a continuing of
operations and the realization of assets and liabilities in the
ordinary course of business. The consolidated financial
statements do not include any adjustments that might result if
we were forced to discontinue operations.
As of September 30, 2009, our outstanding indebtedness
consisted of Neenahs $225.0 million of outstanding
91/2% Notes
due 2017 (the
91/2% Notes),
$1.6 million of capital lease obligations, Neenahs
$82.5 million, including deferred interest of
$7.5 million, of outstanding
121/2% Senior
Subordinated Notes due 2013 (the
121/2% Notes)
and $55.2 million of borrowings outstanding under
Neenahs $110 million revolving loan and security
agreement (the 2006 Credit Facility). As previously
reported in our Current Report on
Form 8-K
filed on November 13, 2009, Neenah and certain of its
subsidiaries entered into an agreement (the Forbearance
Agreement) on November 10, 2009, pursuant to which
the lenders under the 2006 Credit Facility agreed to, among
other things, forbear from exercising certain of the
lenders rights and remedies in respect of or arising out
of certain specified defaults that had occurred as of
November 10, 2009 and that were expected to occur during
the effective period of the Forbearance Agreement, including
Neenahs anticipated failure to satisfy its minimum fixed
charge coverage ratio under the 2006 Credit Facility for the
2009 fiscal year. Effective as of December 23, 2009, Neenah
and certain of its subsidiaries entered into a Forbearance
Extension (the Forbearance Extension) with the
lenders, pursuant to which the lenders agreed to, among other
things, waive certain additional specified defaults and extend
the expiration date of the Forbearance Agreement until the
earlier of January 15, 2010 or certain triggering events
described below in Managements Discussion and
Analysis of Financial Condition and Results of
Operations Recent Developments. In addition,
we have not made the interest payments due January 1, 2010
on our
91/2% Notes
and
121/2% Notes
and may not be able to make such payments prior to the
expiration of the applicable grace period.
A breach of a covenant or failure to make interest payments when
due under any of our outstanding debt instruments could result
in a default under such instrument and potentially a
cross-default under other instruments. If an event of default
arises, our lenders or noteholders could cause all amounts
borrowed under these instruments to be due and payable
immediately and the lenders under the 2006 Credit Facility could
terminate their commitments to lend. We do not currently have
cash available to satisfy these obligations if they were to be
accelerated. We are exploring various strategic and
restructuring alternatives, including a restructuring of our
outstanding indebtedness, and have engaged a third party
financial advisor. If we are unable to generate increased cash
flows through improvements in the operation of our business
and/or
successfully restructure our indebtedness, we may be unable to
continue as a going concern
and/or may
be compelled to file voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code. In
addition, under certain circumstances, our creditors may file an
involuntary petition for bankruptcy against us.
Background
Our business was founded in 1872 and operated for 125 years
by the founding family. In 1997, Neenah Corporation
(Neenahs parent holding company at that time) was acquired
by NFC, a wholly owned subsidiary of NEI. A short time later
Neenah Foundry Company merged with and into Neenah Corporation
and the surviving company changed its name to Neenah Foundry
Company.
In 1998, Neenah acquired all the capital stock of Deeter, Mercer
and Dalton. NEI already owned Advanced Cast Products prior to
the time NEI acquired its interest in Neenah. In 1999, Neenah
acquired Gregg. In 2008, Neenah acquired Morgans.
Since 1945, Deeter has been producing gray iron castings for the
heavy municipal market. The municipal casting product line of
Deeter includes manhole frames and covers, storm sewer inlet
frames, grates and curbs, trench grating and tree grates. Deeter
also produces a wide variety of special application construction
castings. These products are utilized in waste treatment plants,
airports, telephone and electrical construction projects.
Founded in 1954, Mercer produces complex-shaped forged
components for use in transportation, railroad, mining and heavy
industrial applications. Mercer is also a producer of microalloy
forgings.
Dalton manufactures and sells gray iron castings for
refrigeration systems, air conditioners, heavy equipment,
engines, gear boxes, stationary transmissions, heavy-duty truck
transmissions and other automotive parts.
5
Advanced Cast Products manufactures ductile iron castings,
primarily for companies in the heavy-duty truck, construction
equipment and railroad industries. Advanced Cast Products
production capabilities also include a range of finishing
operations including austempering and machining.
Prior to closing in 2009, Gregg manufactured gray and ductile
iron castings, primarily for engine turbo-chargers and
heavy-duty truck applications.
Morgans fabricates steel frames and grates for the
municipal market.
Prior to 2003, Neenah also purchased and either sold or
discontinued several other operations, including Cast Alloys, a
manufacturer of investment-cast titanium and stainless steel
golf clubheads; Hartley Controls Corporation, a manufacturer of
foundry sand control equipment; Peerless Corporation, which
machined roller bearing adaptors for the railroad industry; and
Belcher Corporation, a malleable iron green sand foundry. See
Item 1, Business, for an organizational chart
of the Company.
Beginning in 2000, several trends converged to create an
extremely difficult operating environment for the Company.
First, there were dramatic cyclical declines in some of our most
important markets including trucks, railroad, construction and
agriculture equipment. Second, there was a significant order
slowdown by manufacturers in the residential segment of the HVAC
equipment industry, resulting in lower demand for Daltons
HVAC castings. Third, domestic foundries had been suffering from
underutilized capacity, significantly increased foreign
competition, continued price reduction pressure from customers
and other competitors, and increased costs associated with
heightened safety and environmental regulations. These factors
caused and to some extent continue to cause a substantial number
of foundries to cease operations or file for bankruptcy
protection.
Beginning in May 2000, we took aggressive steps to offset the
impact of the decline in sales and earnings and improve cash
flow in the difficult market environment, including an executive
management change, sales of non-core assets, a reduction in our
labor force, a slowdown in capital expenditures, and selected
price increases. Despite these steps, the credit rating agencies
began to downgrade Neenahs outstanding debt obligations in
early 2000. On July 1, 2003, we launched a pre-petition
solicitation of acceptances with respect to an alternative joint
plan of reorganization that was ultimately approved. On
August 5, 2003, NEI, Neenah and all of our other
wholly-owned domestic subsidiaries filed voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy
Code. By order dated September 26, 2003, the Bankruptcy
Court confirmed our Plan of Reorganization and the Plan of
Reorganization became effective on October 8, 2003. The
Plan of Reorganization allowed us to emerge from bankruptcy with
an improved capital structure and, because we had arranged to
continue paying our trade debt on a timely basis during the
pendency of the Chapter 11 case, at the time of emergence,
we had sufficient trade credit to continue operations in the
ordinary course of business.
On May 25, 2006, we experienced a change of control when
Tontine Capital Partners, L.P. (TCP) became the
beneficial owner of a majority of the outstanding shares, on a
fully-diluted basis, of NEI. As a result of subsequent
transactions, as of December 4, 2009, TCP and an affiliate,
Tontine Capital Overseas Master Fund, L.P. (TCO and,
together with TCP, Tontine) beneficially owned, in
the aggregate, 9,550,697 shares of NEI common stock,
representing approximately 58% of all shares outstanding of NEI
on a fully-diluted basis and approximately 65% of the
14,625,326 shares then actually outstanding.
On November 10, 2008, Tontine announced its intention to
begin to explore alternatives for the disposition of their
holdings in NEI and Neenah. The timing, manner and aggregate
amount of any such dispositions is unknown at this time and may
have a substantial effect on the future capital structure and
operations of the Company.
Industry
Overview
There are approximately 2,200 independent foundries in the
United States with 80% of them employing fewer than
100 employees. Only a small portion competes regularly with
us, along with a number of foreign foundries. The iron foundry
industry has gone through significant consolidation over the
past 20 years, which has resulted in a significant
reduction in the number of foundries and a rise in the share of
production by the remaining foundries. We have gained business
as a result of ongoing consolidation. Metal casting has
historically been a cyclical industry with performance generally
correlated with overall economic conditions and also directly
affected by government (including environmental) regulation,
foreign imports, and energy costs.
6
Most manufactured goods either contain or are made on equipment
containing one or more cast components. Metal castings are
prevalent in most major market segments, including pipes and
fittings, air conditioners, automobiles, trucks, construction
equipment and agricultural equipment as well as within streets
and highways. While general economic conditions have a
directional effect on the foundry industry as a whole, the
strength of a particular end-market has a significant effect on
the performance of particular foundries serving those markets.
The historic stability of the heavy municipal market has helped
mitigate the effects of downturns in our more cyclical
industrial end-markets, such as the heavy-duty truck market.
Business
Strategy
We are focused on growing and refining our business, improving
our profit margins and continually providing our customers with
the highest levels of product quality and customer service. Key
elements of our strategy are outlined below.
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Continued penetration of core markets. We seek
to optimize our competitive position in heavy municipal and
industrial castings through separate strategies tailored to the
specific needs of each business. We expect to grow and leverage
the strength and stability of the municipal business by
continuing to expand our participation in markets already served
and by augmenting our cost competitive capacity by taking
advantage of our recently installed
state-of-the-art
mold line for larger, low volume castings, which we expect will
enhance production efficiencies, increase capacity and provide
expanded molding capabilities. We intend to further develop
selected areas of the industrial business, such as construction
and agricultural products, and further our relationships with
existing customers through production of more complex industrial
castings, while seeking out selected new customers.
Additionally, industry consolidation has resulted in a
significant reduction in the number of foundries and a rise in
the share of production by the remaining foundries. We continue
to capitalize on on-going consolidation by taking advantage of
opportunities created by the closing of more inefficient
foundries.
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Deepen and expand customer relationships. We
focus on creating close working relationships with our customers
by developing multiple points of contact throughout their
organizations. In addition to supporting on-going customer
relationships, our sales force also works with customers
engineers and procurement representatives as well as with our
own engineers, manufacturing managers and quality assurance
representatives throughout all stages of the production process
to ensure that the final product consistently meets or exceeds
the specifications of our customers. Since we are the
sole-source supplier for the majority of the products that we
provide to our industrial customers, we intend to expand those
relationships by continuing to participate in the development
and production of more complex industrial castings, while
seeking out selected new customers who would value our
capabilities and performance reputation, technical ability and
high level of quality and service.
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Value-added focus. Our ability to provide
value-added machining enhances the value of the products we
produce and is a competitive advantage as it positions us as a
vital link in each customers supply chain by providing
customers with a single source alternative that reduces supply
chain costs and shortens lead times. Customers are increasingly
requesting that foundries supply machined components as it
reduces handling as well as their cost to process. We focus on
value-added precision machined components involving highly
specialized and complex processes and, in some cases, difficult
to machine materials. We are currently working to further
increase our market position by expanding our value-adding
machining capacity and our austempered ductile iron capabilities.
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Efficiency gains and cost reductions. We
continually seek ways to reduce our operating costs and increase
our manufacturing productivity. To further this objective, we
have undertaken the following:
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Installation of a new mold line at Neenah. In
the third quarter of fiscal 2008, we completed the installation
phase of a $54 million capital project to replace a
40-year-old
mold line at the Neenah facility. This new
state-of-the-art
mold line has significantly enhanced operating efficiencies,
increased capacity and provided expanded molding capabilities
for the municipal and industrial product lines. Due to the
current down turn in all of our markets, the full efficiency and
capability improvements from the new mold line have not yet been
recognized. At September 30, 2009, we had expended
$53.0 million and an
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additional $3.5 million of expenditures are necessary to
complete the second phase of the new mold line project, which
will enhance core-making capabilities and add ductile iron
capacity. When fully utilized, we believe this new mold line
will substantially improve our cost position on selected new and
existing municipal parts and will be one of the most capable
mold lines for parts of this nature in North America.
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Fully integrate lean manufacturing
concepts. We have incorporated and expect to
continue to incorporate efficiencies in our operations through
the implementation of lean manufacturing.
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Centralized procurement of major raw materials and certain
services through our head office in order to generate purchasing
economies of scale. We work closely with companies that are cost
competitive and with which we have long-term relationships,
providing us with competitive pricing and helping to assure us
supply when raw material availability is limited.
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Pursue selected acquisitions and internal growth
opportunities. We will continue to evaluate and
may pursue selected acquisition and internal growth
opportunities to enhance our position in our existing markets or
to provide access to new markets
and/or
capabilities.
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Business
Segments Overview
We have two reportable segments, castings and forgings. The
castings segment manufactures and sells various grades of gray
and ductile iron castings for the heavy municipal and industrial
markets, while the forgings segment manufactures and sells steel
forged components for the industrial market. The segments were
determined based upon the production process utilized and the
type of product manufactured. Approximately 90% of our net sales
for fiscal 2009 was derived from our castings segment, with
approximately 8% from our forgings segment.
Financial information about our reportable segments and
geographic areas is contained in Note 12 in the Notes to
Consolidated Financial Statements.
Castings
Segment
We are a leading producer of iron castings for use in heavy
municipal and industrial applications. We sell directly to state
and local municipalities, contractors, precasters, supply
houses, original equipment manufacturers (OEMs) and
tier-one suppliers, as well as to other industrial end-users.
Products,
Customers and Markets
The castings segment provides a variety of products to both the
heavy municipal and industrial markets. Our broad range of heavy
municipal iron castings include storm and sanitary sewer
castings, manhole covers and frames, storm sewer frames and
grates, heavy-duty airport castings, specialized trench drain
castings, specialty flood control castings and ornamental tree
grates. Customers for these products include state and local
government entities, utility companies, precast concrete
structure producers and contractors. Sales to the industrial
market are comprised of differential carriers and differential
cases, transmissions, gear and axle housings, yokes, planting
and harvesting equipment parts, track drive and fifth wheel
components, and compressor components. Markets for these
products include medium and heavy-duty truck, construction and
agricultural equipment and HVAC manufacturers.
A few large customers generate a significant amount of our net
sales. See Item 1A, Risk Factors A
relatively small number of customers account for a substantial
portion of our revenues. The loss of one or more of them could
adversely affect our net sales.
Heavy
Municipal
Our broad line of heavy municipal products consists of
standard and specialty castings.
Standard castings principally consist of storm and sanitary
sewer castings that are consistent with pre-existing dimensional
and strength specifications established by local authorities.
Standard castings are generally higher volume items that are
routinely used in new construction and infrastructure
replacement. Specialty castings are generally lower volume
products, such as heavy-duty airport castings, trench drain
castings, flood control castings, special manhole and inlet
castings and ornamental tree grates. These specialty items are
frequently selected
and/or
specified from our
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municipal product catalog and tree grate catalog, which together
encompass thousands of pattern combinations. For many of these
products, we believe that we are the only manufacturer with
existing patterns to produce such a particular casting.
Our municipal customers generally make purchase decisions based
on a number of criteria, including acceptability of the product
per local specification, quality, availability, price and the
customers relationship with the foundry. We supply our
municipal customers with anywhere from one up to thousands of
municipal castings in any given year.
During the over 70 years that we have manufactured
municipal products, we have emphasized servicing specific market
needs and believe that we have built a strong reputation for
customer service. We believe that we are one of the leaders in
U.S. heavy municipal casting production and that we have
strong name recognition. We have one of the largest sales and
marketing forces of any foundry serving the heavy municipal
market. Our dedicated sales force works out of regional sales
offices and distribution yards to market municipal castings to
contractors and state and local governmental entities throughout
the United States. We operate 15 regional distribution and sales
centers throughout the United States. We believe that this
regional approach enhances our vast knowledge of local
specifications and our leadership position in the heavy
municipal market.
Industrial
Industrial castings are generally more complex and usually are
produced in higher volumes than municipal castings. Complexity
in the industrial market is determined by the intricacy of a
castings shape, the thinness of its walls and the amount
of processing by a customer required before a part is suitable
for use. OEMs and their tier-one suppliers have been demanding
more complex parts principally to reduce their own labor costs
by using fewer parts to manufacture the same finished product or
assembly and by using parts that require less subsequent
processing before being considered a finished product.
We primarily sell our industrial castings to OEMs and tier-one
suppliers with whom we have established close working
relationships. These customers base their purchasing decisions
on, among other things, our technical ability, price, service,
quality assurance systems, facility capabilities and reputation.
Our assistance in product engineering plays an important role in
winning bids for industrial castings. For the average industrial
casting, 12 to 18 months typically elapse between the
completed design phase and full production. The product life
cycle of a typical industrial casting in the markets we serve is
quite long, in many cases over 10 years. Although the
patterns for industrial castings are owned by the customer and
not the foundry, industrial patterns are not readily
transferable to other foundries without, in most cases,
significant additional investment. Foundries, including our
company, generally do not design industrial castings.
Nevertheless, a close working relationship between the foundry
and the customer during a product launch is critical to reduce
potential production problems and minimize the customers
risk of incurring lost sales or damage to its reputation due to
a delayed launch. Involvement by a foundry early in the design
process generally increases the likelihood that the customer
will design a casting within the manufacturing capabilities of
that foundry and also improves the likelihood that the foundry
will be awarded the casting for full production.
We employ a dedicated industrial casting sales force
consolidated across all facilities with a central repository for
quote follow through. Our sales force supports ongoing customer
relationships and work with customers engineers and
procurement representatives as well as our own engineers,
manufacturing management and quality assurance representatives
throughout all stages of the production process to ensure that
the final product consistently meets or exceeds the
specifications of our customers. This team approach, consisting
of sales, marketing, manufacturing, engineering and quality
assurance efforts, is an integral part of our marketing strategy.
Manufacturing
Process
Our foundries manufacture gray and ductile iron and cast it into
intricate shapes according to customer metallurgical and
dimensional specifications. We continually invest in upgrading
our manufacturing capacity and in the improvement of process
controls and believe that these investments and our significant
experience in the industry have made us one of the more
efficient manufacturers of industrial and heavy municipal
casting products.
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The sand casting process we employ involves using metal, wood or
urethane patterns to make an impression of a desired shape in a
mold made primarily of sand. Cores, also made primarily of sand,
are used to make the internal cavities and openings in a
casting. Once the casting impression is made in the mold, the
cores are set into the mold and the mold is closed. Molten metal
is then poured into the mold, which fills the mold cavity and
takes on the shape of the desired casting. Once the iron has
solidified and cooled, the mold sand is separated from the
casting and the sand is recycled. The selection of the
appropriate casting method, pattern, core-making equipment and
sand, and other raw materials depends on the final product and
its complexity, specifications and function as well as the
intended production volumes. Because the casting process
involves many critical variables, such as choice of raw
materials, design and production of tooling, iron chemistry and
metallurgy and core and molding sand properties, it is important
to monitor the process parameters closely to ensure dimensional
precision and metallurgical consistency. We continually seek out
ways to expand the capabilities of existing technology to
improve our manufacturing processes.
Through incorporation of lean manufacturing concepts, we
continuously focus on productivity gains by improving upon the
individual steps of the casting process such as reducing the
amount of time required to make a pattern change or to produce a
different casting product. Such improvements enable us to
produce castings in low and medium volume quantities on high
volume, cost-effective molding equipment. Additionally, our
extensive effort in real time process controls permits us to
produce a consistent, dimensionally accurate casting, which
saves time and effort in the final processing stages of
production. This dimensional accuracy contributes significantly
to our manufacturing efficiency.
Continual testing and monitoring of the manufacturing process is
important to maintain product quality. We, therefore, have
adopted sophisticated quality assurance techniques and Six Sigma
for our manufacturing operations. During and after the casting
process, we perform numerous tests, including tensile,
proof-load, radiography, ultrasonic, magnetic particle and
chemical analysis. We utilize statistical process data to
evaluate and control significant process variables and casting
dimensions. We document the results of this testing in
metallurgical certifications that are sometimes included with
each shipment to our industrial customers. We strive to maintain
systems that provide for continual improvement of operations and
personnel, emphasizing defect prevention, safety and the
reduction of variation and waste in all areas.
Raw
Materials
The primary raw materials we use to manufacture ductile and gray
iron castings are steel scrap, pig iron, metallurgical coke and
sand (core sand and molding sand). While there are multiple
suppliers for each of these commodities, we have generally
elected to maintain single-source arrangements with our
suppliers for most of these major raw materials. Due to long
standing relationships with each of our suppliers, we believe
that we will continue to be able to secure the proper amount and
type of raw materials in the quantities required and at
competitive prices, even when raw materials are in short supply.
Our major supplier of metallurgical coke, a key raw material
used in our iron melting process, ceased coking production and
operations at its plant in May, 2007. We have secured other
alternatives to ensure coke supply to our foundries. Increases
in price or interruptions in the availability of coke could
reduce our profits. See Item 1A, Risk
Factors Increases in the price or interruptions in
the availability of raw materials could reduce our profits.
We have experienced significant fluctuations in the cost of
steel scrap used in our manufacturing process. From December
2007 to July 2008, the cost of steel scrap (measured by quoted
prices for shredded steel by Iron Age publication for the
Chicago market) rose $313 per ton and then decreased $218 per
ton from July 2008 to September 2008. The cost of steel scrap
has decreased by $187 per ton from September 2008 to March 2009
and increased by $102 per ton from March 2009 to $290 per ton
for September 2009. Of all the varying costs of raw materials,
fluctuations in the cost of steel scrap impact our business the
most. The cost for steel scrap is subject to market forces that
are unpredictable and largely beyond our control, including
demand by U.S. and international industries, freight costs
and speculation. Although we have surcharge arrangements with
our industrial customers that enable us to adjust industrial
casting prices to reflect steel scrap cost fluctuations, these
adjustments have historically lagged behind the current cost of
steel scrap during periods of rapidly rising or falling steel
scrap costs because these adjustments were generally based on
average market costs for prior periods. We have made changes to
our surcharge procedures with our industrial customers in an
attempt to recover scrap cost increases on a more real time
basis. We have historically recovered steel scrap cost increases
for municipal products through periodic price increases.
However, increases in steel scrap costs in fiscal 2008 forced us
to institute price increases coupled with a
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surcharge on our municipal casting products. Steel scrap costs
were more stable in fiscal 2009, but there can be no assurance
that the volatility the market experienced in 2008 will not
return. Our ability to recover steel scrap increases from our
customers determines the extent of the adverse effect they have
on our business, financial condition and results of operations.
Seasonality
and Cyclicality
We experience seasonality in our municipal business where sales
tend to be higher during the construction season, which occurs
during the warmer months, generally the third and fourth
quarters of our fiscal year. We attempt to maintain level
production throughout the year in anticipation of such
seasonality and therefore do not experience significant
production volume fluctuations. Historically, we have built
inventory in anticipation of the construction season. This
inventory
build-up has
had a negative impact on working capital and increases our
liquidity needs during the second quarter. In light of our
current liquidity position and the additional capacity provided
by the new mold line, we may not build inventory in 2010 to the
same extent we have in prior years and may have to address
fluctuations in production requirements as a result. We have not
historically experienced significant seasonality in industrial
casting sales.
We have historically experienced some cyclicality in the heavy
municipal market as sales of municipal products are influenced
by, among other things, public spending and the state of the new
housing market. There is generally not a large backlog of
business in the municipal market due to the nature of the
market. In the industrial market, we experience cyclicality in
sales resulting from fluctuations in our markets, including the
medium and heavy-duty truck and the construction and farm
equipment markets, which are subject to general economic trends,
and in recent years, the changes in Corporate Average Fuel
Economy requirements.
Competition
The markets for our products are highly competitive. Competition
is based mainly on price, but also on quality of product, range
of capability, level of service and reliability of delivery. We
compete with numerous domestic foundries, as well as with some
foreign iron foundries. We also compete with several large
domestic manufacturers whose products are made with materials
other than ductile and gray iron, such as steel or aluminum.
Industry consolidation over the past 20 years has resulted
in a significant reduction in the number of foundries and a rise
in the share of production by the remaining foundries, some of
which have significantly greater financial resources than do we.
Competition from foreign foundries has had an ongoing presence
in the industrial and heavy municipal market and continues to be
a factor.
Forgings
Segment
Our forgings segment, operated by Mercer, produces
complex-shaped forged steel and micro alloy components for use
in transportation, railroad, mining and heavy industrial
applications. Mercer sells directly to OEMs and tier-one
suppliers, as well as to industrial end-users. Mercers
subsidiary, A&M Specialties, Inc., machines forgings and
castings for Mercer and various industrial customers.
Products,
Customers and Markets
Mercer produces hundreds of individually forged components and
has developed specialized expertise in forgings of micro alloy
steel. Mercer currently operates mechanical press lines, from
1,300 tons to 4,000 tons. Mercers primary customers
include manufacturers of components and assemblies for
heavy-duty trucks, railroad equipment and construction equipment.
Mercers in-house sales organization is integrated with NEI
and sells directly to end-users and OEMs. A key element of
Mercers sales strategy is its ability to develop strong
customer relationships through responsive engineering
capability, dependable quality and reliable delivery performance.
Demand for forged products closely follows the general business
cycles of the various market segments and the demand level for
capital goods. While there is a more consistent base level of
demand for the replacement parts portion of the business, the
strongest expansions in the forging industry coincide with the
periods of industrial segment economic growth.
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Manufacturing
Process
In forging, metal is pressed, pounded or squeezed under great
pressure, with or without the use of heat, into parts that
retain the metals original grain flow, imparting high
strength. Forging usually entails one of four principal
processes: impression die; open die; cold; and seamless rolled
ring forging. Impression die forging, commonly referred to as
closed die forging, is the principal process
employed by Mercer, and involves bringing two or more dies
containing impressions of the part shape together
under extreme pressure, causing the bar stock to take the
desired shape. Because the metal flow is restricted by the die,
this process can yield more complex shapes and closer tolerances
than the open die forging process. Impression die
forging is used to produce products such as military and
off-highway track and drive train parts; automotive and truck
drive train and suspension parts; railroad engine, coupling and
suspension parts; military ordinance parts and other items where
close tolerances are required.
Once a rough forging is shaped, regardless of the forging
process, it must generally still be machined. This process,
known as finishing or conversion,
smoothes the components exterior and mating surfaces and
adds any required specification, such as groves, threads and
bolt holes. The finishing process can contribute significantly
to the value of the end product, in particular in certain custom
situations where high value specialized machining is required.
Machining can be performed either in-house by the forger, by a
machine shop which performs this process exclusively or by the
end-user.
Mercers internal staff of engineers designs impression
dies to meet customer specifications incorporating computer
assisted design workstations for the design. Management believes
that Mercer is an industry leader in forging techniques using
micro alloy steel which produces parts which are lighter and
stronger than those forged from conventional carbon steel.
Raw
Materials
The principal raw materials used in Mercers products are
carbon and micro alloy steel. Mercer purchases substantially all
of its carbon steel from four principal sources. While Mercer
has not historically suffered significant interruption of
materials supply, management believes that, in the event of any
disruption from any individual source, adequate alternative
sources of supply are available within the immediate vicinity.
Seasonality
and Cyclicality
Mercer experiences only minimal seasonality in its business.
Mercer has experienced cyclicality in sales resulting from
fluctuations in the medium and heavy-duty truck market and the
heavy industrial market, which are subject to general economic
trends.
Competition
Mercer competes primarily in a highly fragmented industry which
includes several dozen other press forgers and hammer forge
shops. Hammer shops cannot typically match press forgers for
high volume, single component manufacturing or close tolerance
production. Competition in the forging industry has also
historically been determined both by product and geography, with
a large number of relatively small forgers across the country
carving out their own product and customer niches. In addition,
most end-users manufacture some forgings internally, often
maintaining a critical minimum level of production in-house and
contracting out the balance. The primary basis of competition in
the forging industry is price, but engineering, quality and
dependability are also important, particularly with respect to
building and maintaining customer relationships. Some of
Mercers competitors have significantly greater resources
than Mercer. There can be no assurance that Mercer will be able
to maintain or improve its competitive position in the markets
in which it competes.
Employees
As of September 30, 2009, we had approximately 1,650 full
time employees, of whom approximately 1,250 were hourly
employees and approximately 400 were salaried employees.
Approximately 92% of our hourly employees are represented by
unions. Nearly all of the hourly employees at Neenah, Dalton,
Advanced Cast Products and Mercer are members of either the
United Steelworkers of America or the Glass, Molders, Pottery,
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Plastics and Allied Workers International Union. A collective
bargaining agreement is negotiated every two to five years. The
material agreements expire as follows: Neenah, December 2011;
Dalton-Warsaw, April 2013; Advanced Cast Products-Meadville,
October 2010; and Mercer, June 2012. All employees at Deeter,
Gregg, and Morgans are non-union. We believe that we have
a good relationship with our employees.
Environmental
Matters
Our facilities are subject to federal, state and local laws and
regulations relating to the protection of the indoor and outdoor
environment, including those relating to discharges to air,
water and land, climate change, the generation, handling and
disposal of solid and hazardous waste, the cleanup of properties
affected by hazardous substances, and the health and safety of
our employees. Such laws include the Federal Clean Air Act, the
Clean Water Act, the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, and the Occupational Safety and Health
Act. Under certain environmental laws, we could be held
responsible for all of the costs relating to any contamination
at or emanating from our past or present facilities and at or
emanating from third party waste disposal sites. We could also
be held liable for any and all consequences arising out of human
exposure to such substances or natural resource damage.
On November 12, 2008, we announced that Gregg entered into
a settlement agreement and release with the South Coast Air
Quality Management District (District) to resolve
then outstanding notices of violation (NOVs) and to
terminate an abatement order. Aside from resolving the
enforcement claims, the main purpose of the settlement agreement
is to obligate Gregg to undertake various operations measures
and projects to reduce or eliminate odors associated with
foundry operations. Gregg has completed many of the tasks set
forth in the settlement agreement. Due to closure of the
foundry, however, Gregg has not completed, and will not
complete, all of the tasks identified in the settlement
agreement. Instead, Gregg has advised the District that
termination of foundry operations has achieved odor elimination
or mitigation which is superior to the odor control which would
have been achieved had Gregg implemented all the projects and
measures set forth in the settlement agreement. Gregg currently
is discussing with the District how, when or if the parties will
modify or terminate the settlement agreement in light of the
foundry closure and to resolve two outstanding NOVs issued in
connection with District inspections under the settlement
agreement and District Rules.
On July 1, 2009, Gregg tendered a voluntary disclosure to
the United States Environmental Protection Agency Region IX
(USEPA) that it had determined that Greg did not
file Form R Toxic Release Inventory
(TRI) reports for reporting years 2003, 2005, 2006
and 2007 and filed an incomplete report for 2004 for the Gregg
Facility. Gregg tendered corrective TRI filings on
August 31, 2009. The USEPA acknowledged the disclosure and
requested additional information, which was provided. USEPA has
not communicated with Gregg on this matter since the
supplemental information was provided in November 2009.
Dalton was issued an NOV by the Indiana Department of
Environmental Management (IDEM) relating to the
operation of a Restricted Waste Site (RWS)
associated with Daltons Warsaw facility on October 2,
2008. In the NOV, IDEM alleged several violations of Indiana law
related to the operation and design of the Warsaw RWS. Dalton
and IDEM are attempting to resolve the alleged violations
through settlement discussions without the need for litigation.
Such settlement will likely require Dalton to modify various
physical components of the landfill, which could require
extensive engineering
and/or
significant construction costs. For example, in the first
quarter of 2010, and to address certain alleged violations,
Dalton expects to incur almost $0.3 million to pump water
that may have come into contact with buried waste offsite for
treatment. Additional costs will likely be necessary to fully
resolve IDEMs allegations, and IDEM will also likely
require a civil penalty to be included as part of any settlement
as well. Because negotiations with IDEM are ongoing, it is not
yet possible to fully determine the financial impact related to
resolving the alleged violations in IDEMs NOV.
On November 11, 2009, the USEPA issued an information
request under § 3007 of the Resource Conservation and
Recovery Act (RCRA) requesting various information
related to Daltons Warsaw foundry. The USEPA sometimes
follows such information requests with a formal demand to
administratively close certain solid waste management units
identified by USEPA (a process referred to as RCRA
Corrective Action). Dalton responded to USEPAs
information request in December 2009. At this time, it is not
clear whether USEPA will require RCRA Corrective Action with
respect to the Warsaw foundry. As a result, the financial
impact, if any, is unknown at this time.
13
Dalton was also issued two NOVs by IDEM on October 2, 2008
and January 12, 2009, relating to the operation of an RWS
associated with the Kendallville Facility. IDEM alleged several
violations of Indiana law related to the operation and design of
the Kendallville Facility RWS. Dalton and IDEM are attempting to
resolve the alleged violations through settlement discussions
without the need for litigation. Such a settlement will likely
include a requirement to formally close the Kendallville
landfill in accordance with Indiana law. IDEM may also require a
civil penalty as a condition of settlement as well. Because the
IDEM agreement is not yet finalized, it is not possible to
determine the financial impact of resolving IDEMs
allegations.
On February 4, 2009, Neenah received correspondence from
the Wisconsin Department of Natural Resources (WDNR)
alleging that it is responsible for metals contamination in the
sediment of the Neenah Slough near the Byrd Street storm sewer
outfall. Neenah denies liability, but has prepared and submitted
to WDNR an investigation work plan and have undertaken sampling.
Neenah is seeking coverage from its insurers.
Certain areas of the Lower Fox River System in Wisconsin have
been designated for remedial activities under the Comprehensive
Environmental Response, Compensation and Liability Act due to
PCB contamination. Neenah operates a facility near this area.
With respect to the Fox River PCB site, Appleton Papers Inc.
(API) and NCR Corporation (NCR)
commenced an action in U.S. District Court for the Eastern
District of Wisconsin on January 7, 2008 seeking to
allocate among all responsible parties the equitable shares of
response costs and natural resources damages associated with the
environmental contamination of the Fox River. API and NCR
indicated that they believe that other parties, including
Neenah, should participate in the funding of this work because
they allegedly contributed to the environmental contamination
and are responsible parties. Accordingly, in a letter dated
March 12, 2008, API and NCR notified Neenah that they were
thereby terminating the 2004 tolling and standstill agreement
among Neenah, NCR, API, and Arjo Wiggins Appleton Ltd., with the
intent of adding Neenah as a party to the referenced litigation.
On April 14, 2008, Neenah was served with a third amended
complaint and joined as a defendant in the pending lawsuit
brought by plaintiffs API and NCR. Plaintiffs make claims
against Neenah (and other defendants) for response costs
allegedly incurred by plaintiffs, contribution, and declaratory
relief. Various case management dates have been set through
December 2009. The Company asserted factual and legal defenses
to these claims, and the Company has filed counterclaims against
plaintiffs for breach of contract (tolling agreement) and for
common law and statutory contribution and indemnity. The Company
participated in a group of parties in active negotiations with
government representatives with the goal of obtaining a de
minimis settlement of the litigation, and it has joined in a
settlement in principle with the government subject to
negotiation and entry of a de minimis consent decree. In May
2009, a de minimis settlement was reached and the Company paid
its portion in the amount of $0.2 million. No further
amounts have been accrued for potential liability in this case
as of September 30, 2009. The settlement was approved in
December 2009. The Company is also exploring the possibility of
reimbursement of certain expenses and defense costs incurred
relating to the case from its liability insurance carriers.
The risk of environmental liability is inherent in the
manufacture of castings and forgings. Any of our businesses
might in the future incur significant costs to meet current or
more stringent compliance, cleanup or other obligations pursuant
to environmental requirements. Such costs may include
expenditures related to remediation of historical releases of
hazardous substances or
clean-up of
physical structures prior to decommissioning. We have incurred
in the past, and expect to incur in the future, capital and
other expenditures related to environmental compliance. Such
expenditures are generally included in our overall capital and
operating budgets and are not separately accounted for. However,
we do not anticipate that compliance with existing environmental
laws will have a material adverse effect on our capital
expenditures, earnings or competitive position.
Intellectual
Property
We have registered, or are in the process of registering,
various trademarks and service marks with the U.S. Patent
and Trademark Office. Our business is not substantially
dependent on any single or group of related patents, trademarks,
copyrights or licenses.
14
Owning our securities involves a high degree of risk. The risks
described below are not the only risks facing us. Additional
risks and uncertainties not currently known to us or those we
currently view to be immaterial may also materially and
adversely affect our business, financial condition or results of
operations. If any of the following risks materialize, our
business, financial condition or results of operations could be
materially and adversely affected. In that case, security
holders may lose some or all of their investment.
Risks
Related to Our Financial Condition
Although
our financial statements have been prepared on a going concern
basis, there can be no assurance that we will be able to
continue as a going concern.
Our auditors have included an explanatory paragraph in their
opinion that accompanies our audited consolidated financial
statements as of and for the year ended September 30, 2009,
indicating that our current liquidity position raises
substantial doubt about our ability to continue as a going
concern. As described in further detail below, we are currently
exploring various options and alternatives specifically related
to restructuring our outstanding indebtedness
and/or
enhancing our liquidity and we have engaged a third party
financial advisor to assist us in that effort. If we are unable
to improve our liquidity position we may not be able to continue
as a going concern. The accompanying consolidated financial
statements do not include any adjustments that might result if
we are unable to continue as a going concern and, therefore, be
required to realize our assets and discharge our liabilities
other than in the normal course of business which could cause
investors to suffer the loss of all or a substantial portion of
their investment.
We may
not be able to refinance, extend or repay our substantial
indebtedness, which could have a material adverse affect on our
financial condition and results of operations and may lead to a
Chapter 11 filing.
As described below, we have a substantial amount of indebtedness
which we may need to refinance or extend on or before the
maturity thereof. We have not made the interest payments due
January 1, 2010 on our
91/2% Notes
and
121/2% Notes
and may not be able to make such payments prior to the
expiration of the applicable grace period and are also operating
under a forbearance agreement related to certain defaults and
anticipated defaults under our 2006 Credit Facility. We can make
no assurances that we will be able to refinance or extend any of
our indebtedness on commercially reasonable terms or at all. If
we are unable to refinance or extend our outstanding
indebtedness, or if such indebtedness is accelerated due to our
default, our assets may not be sufficient to repay such debt in
full, and our available cash flow may not be adequate to
maintain our current operations. Under such circumstances, or if
we believe such circumstances are likely to occur, we may be
compelled to file voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code. In
addition, under certain circumstances creditors may file an
involuntary petition for bankruptcy against us.
If we
file for bankruptcy protection, our business and operations will
be subject to certain risks.
A bankruptcy filing by or against us would subject our business
and operations to various risks, including, but not limited to:
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A bankruptcy may adversely affect our business prospects and our
ability to operate during the reorganization process.
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The significant costs, including expenses of legal counsel and
other professional advisors, associated with filing bankruptcy.
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We may have difficulty continuing to obtain and maintain
contracts necessary to continue our operations at affordable
rates with competitive terms.
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We may have difficulty maintaining existing and building new
customer relationships.
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Transactions outside the ordinary course of business would be
subject to the prior approval of the court, which may limit our
ability to respond timely to certain events or take advantage of
certain opportunities.
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We may be unable to retain and motivate key executives and
employees through the process of reorganization, and we may have
difficulty attracting new employees.
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We may not be able to maintain or obtain sufficient financing
sources for operations or to fund any reorganization plan and
meet future obligations.
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The
terms of Neenahs debt impose restrictions on us that may
affect our ability to successfully operate our
business.
The 2006 Credit Facility and the indentures governing the
91/2% Notes
and the
121/2% Notes
contain covenants that limit our actions. These covenants could
materially and adversely affect our ability to finance our
future operations or capital needs or to engage in other
business activities that may be in our best interests. The
covenants limit our ability to, among other things:
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incur or guarantee additional indebtedness;
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pay dividends or make other distributions on capital stock;
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repurchase capital stock;
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make loans and investments;
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enter into agreements restricting our subsidiaries ability
to pay dividends;
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create liens;
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sell or otherwise dispose of assets;
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enter new lines of business;
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merge or consolidate with other entities; and
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engage in transactions with affiliates.
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Additionally, upon the occurrence of specific kinds of change of
control events, we will be required to offer to repurchase all
of the outstanding
91/2% Notes
and all of the outstanding
121/2% Notes
at 101% of their principal amount plus accrued and unpaid
interest. Tontines disposition of their holdings in NEI
could result in such a change of control event. See Our
controlling stockholder may have interests that differ from the
interests of other investors below for a discussion
regarding Tontines intention to begin to explore
alternatives for the disposition of their holdings in NEI and
Neenah. The source of funds for any such purchase of notes will
be our available cash generated from operations or other
sources, including borrowings, sales of assets or sales of
equity. We may not be able to repurchase the notes upon a change
of control because we may not have sufficient financial
resources to purchase all of the notes that are tendered upon a
change of control. Accordingly, we may not be able to satisfy
our obligations to purchase the notes. Our failure to repurchase
the notes upon a change of control would cause a default under
the indentures governing the notes and a cross-default under the
2006 Credit Facility. The 2006 Credit Facility provides that a
change of control will be a default that permits lenders to
accelerate the maturity of borrowings thereunder.
The 2006 Credit Facility requires Neenah to prepay outstanding
principal amounts upon certain asset sales, upon certain equity
offerings, and under certain other circumstances. It also
requires us to observe certain customary conditions, affirmative
covenants and negative covenants including springing
financial covenants that require us to satisfy a trailing four
quarter minimum fixed charge coverage ratio of 1.0x if our
unused availability is less than $15.0 million for any
period of three consecutive business days during a fiscal
quarter. Non-compliance with the covenants could result in the
requirement to immediately repay all amounts outstanding under
the 2006 Credit Facility and cause a cross default under our
outstanding notes, which could have a material adverse effect on
our results of operations, financial position and cash flow. The
2006 Credit Facility also contains events of default customary
for these types of facilities, including, without limitation,
payment defaults, material misrepresentations, covenant
defaults, bankruptcy and certain changes of ownership or control
of us, Neenah, or NFC. We are prohibited from paying dividends,
with certain limited exceptions, and are restricted to a maximum
yearly stock repurchase of $1.0 million.
16
Following the payment of interest on the
91/2% Notes
on July 1, 2009, our unused availability remained below the
$15.0 million threshold for three business days during the
fourth quarter of fiscal 2009. As a result, we were required to
measure the minimum fixed charge coverage ratio set forth in the
2006 Credit Facility, which was not satisfied for the period
ending September 30, 2009. Accordingly, we entered into the
Forbearance Agreement with the lenders under the 2006 Credit
Facility, pursuant to which the lenders agreed to, among other
things, forbear from exercising certain of their rights and
remedies in respect of or arising out of certain specified
defaults that had occurred as of November 10, 2009 and that
were expected to occur during the effective period of the
Forbearance Agreement, including the failure to satisfy the
minimum fixed charge coverage ratio for the period ending
September 30, 2009. See Item 7,
Managements Discussion and Analysis of Financial
Condition and Results of Operations Recent
Developments for a detailed discussion regarding the
Forbearance Agreement.
As of September 30, 2009, our borrowing base was
$60.8 million and outstanding borrowings were
$55.2 million. Therefore, our unused availability was
$5.6 million.
Our
substantial indebtedness could adversely affect our financial
health.
We have a significant amount of indebtedness. At
September 30, 2009, Neenah and its subsidiaries had
approximately $281.8 million of secured indebtedness
outstanding consisting of approximately $1.6 million of
capital lease obligations, $225.0 million of
91/2% Notes
and approximately $55.2 million of secured borrowings
outstanding under the 2006 Credit Facility and had unused
availability of $5.6 million. Neenah also had
$82.5 million of
121/2% Notes
outstanding (which are unsecured senior subordinated notes).
Absent a restructuring of our outstanding indebtedness, we
expect to further increase our overall debt during the first
half of fiscal 2010 to fund capital expenditures and working
capital requirements during the traditionally slower time of
year for municipal markets.
Our substantial indebtedness could have important consequences
to our stockholders. For example, it could:
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make it more difficult for us to satisfy our obligations with
respect to our outstanding notes;
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require us to dedicate a substantial portion of our cash flow
from operations to payments on our indebtedness, thereby
reducing the availability of our cash flow to fund working
capital, capital expenditures, research and development efforts
and other general corporate purposes;
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increase our vulnerability to and limit our flexibility in
planning for, or reacting to, changes in our business and the
industry in which we operate;
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expose us to the risk of increased interest rates as borrowings
under our 2006 Credit Facility are subject to variable rates of
interest;
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place us at a competitive disadvantage compared to our
competitors that have less debt; and
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limit our ability to borrow additional funds.
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In addition, the indenture for the
91/2% Notes
and the
121/2% Notes
and the 2006 Credit Facility contain financial and other
restrictive covenants that limit our ability to engage in
activities that may be in our long-term best interests. Our
failure to comply with those covenants could result in an event
of default which, if not cured or waived, could result in the
acceleration of all of our debts.
To
service our indebtedness, we will require a significant amount
of cash. Our ability to generate cash depends on many factors
beyond our control.
Our ability to make payments on and to refinance our
indebtedness and to fund planned capital expenditures, research
and development efforts and other cash needs will depend on our
ability to generate cash in the future. This, to a certain
extent, is subject to general economic, financial, competitive,
legislative, regulatory and other factors that are beyond our
control.
We cannot assure you that our business will generate sufficient
cash flow from operations or that future borrowings will be
available to us under the 2006 Credit Facility or otherwise in
an amount sufficient to enable us to pay our indebtedness,
including our outstanding notes, or to fund our other liquidity
needs. If we cannot service our
17
indebtedness, we may have to take actions such as selling
assets, seeking additional equity or reducing or delaying
capital expenditures, strategic acquisitions, investments and
alliances. We cannot assure stockholders that any such actions,
if necessary, could be effected on commercially reasonable terms
or at all. We have engaged a third party financial advisor to
assist us in enhancing our liquidity position.
Despite
our current substantial indebtedness levels, we and our
subsidiaries may still be able to incur substantially more debt.
This could intensify the risks associated with our substantial
leverage.
We and our subsidiaries may be able to incur substantial
additional indebtedness in the future because the terms of the
indenture governing the
91/2% Notes
and the
121/2% Notes
and the 2006 Credit Facility do not fully prohibit us or our
subsidiaries from doing so. In addition, subject to covenant
compliance and certain conditions and compliance with the
Forbearance Agreement, the 2006 Credit Facility would have
permitted additional borrowings as of September 30, 2009.
If new indebtedness is added to the current debt levels of
Neenah and our other subsidiaries, the related risks that we and
they now face could intensify.
Failure
to raise necessary capital could restrict our ability to operate
and further develop our business.
Our capital resources may be insufficient to enable us to
maintain operating profitability. Failure to generate or raise
sufficient funds may require us to delay or abandon some
expansion plans or expenditures, which could harm our business
and competitive position.
We expect that we will require significant capital to service
our outstanding debt obligations and for capital expenditures,
including for necessary maintenance capital expenditures and
selected strategic capital investments required to maintain
optimum operating efficiencies. These anticipated investments
include expenditures to complete the second phase of
Neenahs new mold line. We are currently monitoring the
feasibility of making certain capital expenditures in light of
the current trends impacting our business.
In addition, we expect we will require funds for general
corporate expenses, other expenses (including pension funding
discussed in Item 7, Managements Discussion and
Analysis of Financial Condition and Results of
Operations Contractual Obligations), certain
environmental capital expenditures and for working capital needs.
Our
current financial condition may adversely affect our business
operations and our business prospects and may have a material
adverse effect on our operating results, financial condition,
and liquidity.
Our management team has devoted substantial time and attention
to addressing our current financial condition, and the resulting
uncertainty may be disruptive to our business. In addition, our
current financial condition and the resulting uncertainty may
also cause employee attrition, vendors and suppliers to
terminate their relationship with us or to tighten credit; and
could result in the loss of existing customers or the inability
to attract new customers. Any of these developments could have a
material adverse effect on our business, operating results,
financial condition and liquidity.
Risks
Related to Our Business
A
relatively small number of customers account for a substantial
portion of our revenues. The loss of one or more of them could
adversely affect our net sales.
A few large customers generate a significant amount of our net
sales.
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Sales to our largest customer and suppliers of that customer
accounted for approximately 7% of our total net sales for the
fiscal year ended September 30, 2009.
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Sales to our top five customers and suppliers of those customers
accounted for approximately 29% of our total net sales for the
fiscal year ended September 30, 2009.
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The loss of one or more of these large customers, therefore,
could adversely affect our net sales. We do not generally have
long-term contracts with our customers and we also do not own
the patterns used to produce industrial castings. As a result,
our customers could switch to other suppliers at any time. If
our customers should
18
move production of their products outside the United States,
they would likely attempt to find local suppliers for the
components they purchase from us.
Certain of our largest industrial customers, particularly in the
heavy-duty truck market, are experiencing financial challenges.
The loss of any of our major customers could adversely affect
our net sales, financial condition and results of operations.
Decreases
in demand for heavy-duty trucks, HVAC equipment, construction or
farm equipment or other end markets could have a significant
impact on our profitability, cash flows and ability to service
our indebtedness.
The global economy is currently experiencing a significant and
widespread downturn. The U.S. economy has entered a
recession, which has negatively impacted our sales volumes in
all markets. In addition, customers of ours, such as
municipalities, have been reducing their expenditures for heavy
municipal products in anticipation of lower tax revenues. We
cannot provide any assurance that the global economic downturn
will not continue or become more severe. If the global economic
downturn continues or becomes more severe, then there could be a
further material adverse effect on our net sales, financial
condition, profitability
and/or cash
flows.
We have historically experienced industry cyclicality in most of
our industrial markets, including the truck and farm equipment
markets. These industries and markets fluctuate in response to
factors that are beyond our control, such as general economic
conditions, interest rates, federal and state regulations,
consumer spending, fuel costs and our customers inventory
levels and production rates. These major markets will likely
continue to experience such fluctuations. A downturn in one or
more of these markets reduces demand for, and prices of, our
products. Such a downturn in one or more of these major markets
has a significant negative impact on sales of our products,
which lowers our profitability, cash flows, and ability to
service our indebtedness. Historically, our heavy municipal
business has been less cyclical than our industrial markets. We
have historically experienced some cyclicality in the heavy
municipal market as sales of municipal products are influenced
by, among other things, public spending and the state of the new
housing market. We experienced a more severe downturn in several
of these markets for the years ended September 30, 2009 and
2008, which adversely impacted our sales, profitability and cash
flows.
Due to new emissions standards that took effect on
January 1, 2007, heavy-duty truck production declined
significantly beginning early in calendar 2007, as many
customers accelerated purchases to 2006, artificially increasing
2006 sales in the heavy-duty truck market. Additional emissions
regulations are scheduled to take effect in calendar 2010, which
has had a reduced effect on fiscal 2009 due to the current
recessionary market levels. In addition, housing starts
continued to decline in calendar 2009, reflecting softness in
the overall housing sector. As a result, we experienced a
decline in our sales into these end-markets which adversely
impacted our profitability and cash flows.
We
have been and may continue to be adversely affected by the
current economic environment.
As a result of the credit market crisis (including uncertainties
with respect to financial institutions and the global capital
markets), depressed equity markets across the globe and other
macro-economic challenges currently affecting the economy of the
U.S. and other parts of the world, customers or vendors may
seek to significantly and quickly increase their prices or
reduce their output. If our customers are not successful in
generating sufficient revenue or are precluded from securing
financing, they may not be able to pay, or may delay payment of,
accounts receivable that are owed to us. Any inability of
current
and/or
potential customers to pay us for our products will adversely
affect our profitability and cash flow. If economic conditions
in the U.S. and other key markets deteriorate further or do
not show improvement, we may experience material adverse impacts
to our financial condition, profitability
and/or cash
flows. Additionally, if these economic conditions persist, our
intangible assets at various businesses may become impaired.
Availability
of net operating losses may be reduced by a change in
control.
A change in ownership, as defined by Internal Revenue Code
Section 382, could reduce the availability of net operating
losses for federal and state income tax purposes. Tontines
disposition of their holdings in NEI or certain restructuring
alternatives that we may pursue could result in such a change in
ownership. In addition a change in
19
ownership could occur resulting from the purchase of common
stock by an existing or a new 5% shareholder as defined by
Internal Revenue Code Section 382.
Our
market share may be adversely impacted at any time by a
significant number of competitors.
The markets in which we compete are highly competitive and are
expected to remain so. The foundry industry overall has excess
capacity, which exerts downward pressure on prices of our
products. We may be unable to maintain or improve our
competitive position in the markets in which we compete.
Although quality of product, range of capability, level of
service and reliability of delivery are important factors in
selecting foundry suppliers, we are also forced to compete on
price. We compete with numerous domestic and some foreign
foundries. Although our castings are manufactured from ductile
and gray iron, we also compete in our industrial markets with
several manufacturers whose products are made with other
materials, such as steel or aluminum. Industry consolidation
over the past 20 years has significantly reduced the number
of foundries operating in the United States. While such
consolidation has translated into greater market share for the
remaining foundries, some of these remaining foundries have
significantly greater financial resources than we do and may be
better able to sustain periods of decreased demand or increased
pricing pressure. At the same time, the prices of products
imported from foreign foundries, particularly from China, India,
Mexico and South America, are generally lower than the prices we
charge to our customers. Countervailing duties
and/or
anti-dumping orders on imports currently apply to China, Brazil,
Mexico and Canada, and any reduction thereof could increase
foreign competition. Furthermore, despite the reduction in the
number of domestic operating foundries, total production
capacity continues to exceed demand. Any of these factors could
impede our ability to remain competitive in the markets in which
we operate.
International
economic and political factors could affect demand for products
which could impact our financial condition and results of
operations.
Our operations may be affected by actions of foreign governments
and global or regional economic developments. Global economic
events, such as foreign countries import/export policies,
the cost of complying with environmental regulations or currency
fluctuations, could also affect the level of U.S. imports
and exports, thereby affecting our sales. Foreign subsidies,
foreign trade agreements and each countrys adherence to
the terms of such agreements can raise or lower demand for
castings produced by us and other U.S. foundries. National
and international boycotts and embargoes of other
countries or U.S. imports
and/or
exports together with the raising or lowering of tariff rates
could affect the level of competition between us and our foreign
competitors. If the value of the U.S. dollar strengthens
against other currencies, imports to the United States may
increase and put downward pressure on the prices of our
products, which may adversely affect our sales, margins and
profitability. Such actions or developments could have a
material adverse effect on our business, financial condition and
results of operations.
Increases
in the price or interruptions in the availability of raw
materials could reduce our profits.
The costs and availability of raw materials represent
significant factors in the operations of our business. As a
result of domestic and international events, the prices and
availability of our key raw materials fluctuate. We have
single-source,
just-in-time
arrangements with many of our suppliers for the major raw
materials that we use. If a single-source supplier were to
become unable or unwilling to furnish us with essential
materials for any reason, our ability to manufacture some of our
products could be impaired. Potential causes of such
interruptions could include, among others, any casualty, labor
unrest, or regulatory problems of the supplier, or a change in
ownership of a supplier leading to subsequent business decisions
that do not align with our own business interests. Also, the
failure of these single-source arrangements to result in the
most highly competitive prices for raw materials could increase
our cost of sales and lower our profit. If our raw material
costs increase, we may not be able to pass these higher costs on
to our customers in full or at all. Increases in price or
interruptions in the availability of coke could reduce our
profits.
During fiscal 2008, we experienced significant increases in the
cost of steel scrap used in our manufacturing process. From
December 2007 to July 2008, the cost of steel scrap (measured by
quoted prices for shredded steel by Iron Age publication for the
Chicago market) rose $313 per ton and then decreased $218 per
ton from July 2008 to September 2008. The cost of steel scrap
has decreased by $187 per ton from September 2008 to March 2009
and increased by $102 per ton from March 2009 to September 2009.
Of all the varying costs of raw materials,
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fluctuations in the cost of steel scrap impact our business the
most. The cost for steel scrap is subject to market forces that
are unpredictable and largely beyond our control, including
demand by U.S. and international industries, freight costs
and speculation. Although we have surcharge arrangements with
our industrial customers that enable us to adjust industrial
casting prices to reflect steel scrap cost fluctuations, these
adjustments have historically lagged behind the current cost of
steel scrap during periods of rapidly rising or falling steel
scrap costs because these adjustments were generally based on
average market costs for prior periods. We have made changes to
our surcharge procedures with our industrial customers in an
attempt to recover scrap cost increases on a more real time
basis. We have historically recovered steel scrap cost increases
for municipal products through periodic price increases.
However, increases in steel scrap costs in fiscal 2008 forced us
to institute price increases coupled with a surcharge on our
municipal casting products. Steel scrap costs were more stable
in fiscal 2009, but there can be no assurance that the
volatility the market experienced in 2008 will not return. Our
ability to recover steel scrap increases from our customers
determines the extent of the adverse effect they have on our
business, financial condition and results of operations.
We may
incur potential product liability and recall
costs.
We are subject to the risk of exposure to product liability and
product recall claims in the event any of our products results
in property damage, personal injury or death, or does not
conform to specifications. We may not be able to continue to
maintain suitable and adequate insurance on acceptable terms
that will provide adequate protection against potential
liabilities. In addition, if any of our products prove to be
defective, we may be required to participate in a recall
involving such products. A successful claim brought against us
in excess of available insurance coverage, if any, or a
requirement to participate in a major product recall, could have
a material adverse effect on our business, results of operations
or financial condition.
Litigation
against us could be costly and time consuming to
defend.
We and our subsidiaries are regularly subject to legal
proceedings and claims that arise in the ordinary course of
business. We are also subject to workers compensation
claims (including those related to silicosis), employment
disputes, unfair labor practice charges, customer and supplier
disputes, product liability claims and contractual disputes
related to warranties and guarantees arising out of the conduct
of our business. Litigation may result in substantial costs and
may divert managements attention and resources, which
could adversely affect our business, results of operations or
financial condition.
The
departure of key personnel could adversely affect our
operations.
The success of our business depends upon our senior management
closely supervising all aspects of our business. We believe our
senior management has technological and manufacturing experience
that is important to the metal casting and forging business. The
loss of such key personnel could have a material adverse effect
on our operations if we were unable to attract and retain
qualified replacements.
In addition, we have from time to time experienced difficulty
hiring enough skilled employees with the necessary expertise to
build the products ordered by our customers in the metal casting
and forging business. An inability to hire and retain such
employees could have a material adverse effect on our operations.
The
seasonal nature of our business could impact our business,
financial condition and results of operations.
Our municipal business is seasonal. Therefore, our quarterly
revenues and profits historically have been lower during the
first and second fiscal quarters of the year (October through
March) and higher during the third and fourth fiscal quarters
(April through September). In addition, our working capital
requirements fluctuate throughout the year. Adverse market or
operating conditions during any seasonal part of the fiscal year
could have a material adverse effect on our business, financial
condition and results of operations.
21
We
face the risk of work stoppages or other labor disruptions that
could impact our results of operations negatively.
As of September 30, 2009, approximately 76% of our
workforce consisted of hourly employees, and of those
approximately 92% are represented by unions. Nearly all of the
hourly employees at Neenah, Dalton, Advanced Cast Products and
Mercer are members of either the United Steelworkers of America
or the Glass, Molders, Pottery, Plastics and Allied Workers
International Union. As a result, we could experience work
stoppages or other labor disruptions. If this were to occur, we
may not be able to satisfy our customers orders on a
timely basis.
The
nature of our business exposes us to liability for violations of
environmental regulations and releases of hazardous
substances.
The risk of environmental liability is inherent in the
manufacturing of casting and forging products. We are subject to
numerous laws and regulations governing, among other things:
protecting the indoor or outdoor environment; discharges to air,
water and land; climate change; the generation, handling and
disposal of solid and hazardous waste; the cleanup of properties
affected by hazardous substances; and the health and safety of
our employees and the public. Changes in environmental laws and
regulations, changes in the interpretation of such laws or the
discovery of previously unknown contamination or other
liabilities relating to our current or former properties and
operations, could require us to sustain significant
environmental liabilities which could make it difficult to pay
the interest or principal amount of the notes when due. In
addition, we might incur significant capital and other costs to
comply with increasingly stringent emission control laws and
enforcement policies which could decrease our cash flow
available to service our indebtedness. We are also required to
obtain permits from governmental authorities for certain
operations. We cannot assure you that we have been or will be at
all times in complete compliance with such laws, regulations and
permits. If we violate or fail to comply with these laws,
regulations or permits, we could be fined or otherwise
sanctioned by regulators.
Under certain environmental laws, we could be held responsible
for all of the costs relating to any contamination at or
emanating from our past or present facilities and at or
emanating from third party waste disposal sites. We could also
be held liable for any and all consequences arising out of human
exposure to such substances or natural resource damages.
Environmental laws are complex, change frequently and have
tended to become increasingly stringent over time. We incur
operating costs and capital expenditures on an ongoing basis to
ensure our compliance with applicable environmental laws and
regulations. We cannot assure you that our costs of complying
with current and future environmental and health and safety laws
and regulations, and our liabilities arising from violations of
law or from past or future releases of, or exposure to,
hazardous substances will not adversely affect our business,
results of operations or financial condition. See Item 1,
Business under the heading Environmental
Matters.
We may
not achieve the expected benefits of Neenahs new mold line
on a timely basis or at all.
As part of our business strategy, we completed the installation
phase of a $54 million capital project to replace a
40-year-old
mold line at the Neenah facility in the third quarter of fiscal
2008. The new mold line became operational during the summer of
2008. Additional expenditures are necessary to complete the
second phase of the new mold line project. Similar to other
large capital expenditure projects, we are at risk to many
factors beyond our control that may prevent or hinder our
implementation of the new mold line or lead to cost overruns,
including new or more expensive obligations to comply with
environmental regulations, technical or mechanical problems,
construction delays, shortages of equipment, materials or
skilled labor, lack of available capital and other factors. Even
if we effectively implement this project, we may not be able to
capitalize on the additional capacity the mold line will
provide, which may result in sales or profitability at lower
levels than anticipated. Failure to successfully implement this
business strategy on a timely basis or at all may adversely
affect our business prospects and results of operations.
If we
are unable to integrate acquired businesses, that may adversely
affect operations.
As part of our business strategy, we will continue to evaluate
and may pursue selected acquisition opportunities that we
believe may provide us with certain operating and financial
benefits. On August 5, 2008, Neenah acquired Morgans,
a fabricator of metal frames and grates for the municipal
markets. This acquisition, along with any future
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acquisitions, requires integration into Neenahs existing
business with respect to administrative, financial, sales and
marketing, manufacturing and other functions to realize
benefits. If we are unable to successfully integrate
Morgans or future acquisitions, we may not realize the
benefits identified in our due diligence process, and our
financial results may be negatively impacted. Additionally,
significant unexpected liabilities may arise after completion of
this or future acquisitions.
Our
controlling stockholders may have interests that differ from the
interests of other investors.
A majority of our outstanding stock on both an actual and a
fully-diluted basis is owned by Tontine. As a result, Tontine,
directly or indirectly, has the ability to control our affairs,
including the election of directors who in turn appoint
management. Tontine controls any action requiring the approval
of stockholders, including adoption of amendments to our
corporate charter and approval of a merger or sale of all or
substantially all assets. The interests of Tontine may not in
all cases be aligned with the interests of other investors.
Additionally, Tontine is in the business of investing in
companies and may, from time to time, acquire and hold interests
in businesses that compete directly or indirectly with us.
Tontine may also pursue acquisition opportunities that may be
complementary to our business and, as a result, those
acquisition opportunities may not be available to us. On
November 10, 2008, Tontine announced its intention to begin
to explore alternatives for the disposition of their holdings in
NEI and Neenah. The timing, manner and aggregate amount of any
such dispositions is unknown at this time and may have a
substantial effect on our future capital structure and
operations.
Recent
market trends may require additional funding for our pension
plans.
We have several non-contributory defined benefit pension plans
that cover most of our hourly employees. The funding policy for
these plans is to contribute annually at a minimum, the amount
necessary on an actuarial basis to provide for benefits in
accordance with applicable laws and regulations. The assets held
by these plans have recently declined in value due to the
decrease in market valuations. This decline in asset value will
cause a decrease in the funded status of these plans, which
could require additional funding contributions to be required,
absent changes to the funding laws and regulations. If
significant additional funding contributions are necessary, this
could have an adverse impact on our liquidity position.
Risks
Relating to Our Common Stock
There
is limited history of public trading for our shares and an
active trading market for our common stock may not
develop.
Prior to October 2007, there was no public market for our shares
of common stock. We have registered our common stock under
Section 12(g) of the Securities Exchange Act of 1934 and
our shares of common stock are quoted on the OTC
Bulletin Board, but trading volume has been limited. An
active trading market for our shares may not develop or be
sustained. Accordingly, stockholders may not be able to sell
their shares quickly or at the market price if trading in our
stock is not active.
Our
charter documents contain provisions that may discourage, delay
or prevent a change of control.
Some provisions of our certificate of incorporation and bylaws
could make it more difficult for a third party to acquire
control of us, even if the change in control would be beneficial
to stockholders. Our certificate of incorporation and bylaws
include the following:
|
|
|
|
|
ability of our board of directors to authorize the issuance of
preferred stock in series without stockholder approval;
|
|
|
|
vesting of exclusive authority in the board of directors to
determine the size of the board and to fill vacancies (within
specified limits);
|
|
|
|
advance notice requirements for stockholder proposals and
nominations for election to the board of directors; and
|
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|
|
prohibitions on our stockholders from acting by written consent
and limitations on calling special meetings of stockholders.
|
23
We do
not expect to pay any dividends for the foreseeable
future.
We do not anticipate paying any dividends to our stockholders
for the foreseeable future. The 2006 Credit Facility and the
indenture for the
91/2% Notes
and the
121/2% Notes
also restrict our ability to pay dividends, with limited
exceptions. Any determination to pay dividends in the future
will be made at the discretion of our board of directors and
will depend on our results of operations, financial conditions,
contractual restrictions, restrictions imposed by applicable law
and other factors our board of directors deems relevant.
The
price of our common stock may fluctuate significantly, which
could lead to losses for stockholders.
The trading prices of the stock of newly public companies can
experience extreme price and volume fluctuations. These
fluctuations often can be unrelated or out of proportion to the
operating performance of these companies. We expect our stock
price to be similarly volatile. These broad market fluctuations
may continue and could harm our stock price. Any negative change
in the publics perception of the prospects of
U.S. foundry companies or of the markets into which we sell
our castings and forgings could also depress our stock price,
regardless of our actual results.
Factors affecting the trading price of our common stock will
include (among others):
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|
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variations in our operating results;
|
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|
|
expenses associated with accounting and internal control
requirements applicable to public companies;
|
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|
|
announcements of strategic alliances or significant agreements
by us or by our competitors;
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|
recruitment or departure of key personnel;
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|
|
changes in the estimates of our operating results or changes in
recommendations by any securities analyst that elects to follow
our common stock;
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|
market conditions in our industry, the industries of our
customers and the economy as a whole;
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|
|
sales of large blocks of our common stock; and
|
|
|
|
changes in accounting principles or changes in interpretations
of existing principles, which could affect our financial results.
|
Substantial
sales of our common stock by our stockholders could depress our
stock price regardless of our operating results.
As of December 4, 2009, we had 15,385,622 shares of
common stock outstanding, and we had warrants outstanding that
are exercisable for an additional 834,669 shares of common
stock at an exercise price of $0.05 per share. As of
December 4, 2009, Tontine beneficially owned
9,550,697 shares of our common stock, which represents
approximately 58% of our common stock on a fully-diluted basis
and approximately 62% of the shares actually outstanding. On
November 10, 2008, Tontine announced its intention to begin
to explore alternatives for the disposition of their holdings in
NEI and Neenah. The timing, manner and aggregate amount of any
dispositions by Tontine is unknown at this time and may have a
substantial effect on our future capital structure and
operations. No other institutions own in excess of 5% of our
common stock on a fully-diluted basis. Sales of substantial
amounts of our common stock by Tontine, by our other
stockholders, or the perception that these sales may occur,
could reduce the prevailing market prices for our common stock.
If
equity research analysts do not publish research or reports
about our business or if they issue unfavorable commentary or
downgrade our common stock, the price of our common stock could
decline.
The trading market for our common stock may rely in part on
whether there is research and reports that equity research
analysts publish about us and our business. We do not control
the opinions of these analysts. The price of our stock could
decline if one or more equity analysts downgrade our stock or if
those analysts issue other unfavorable commentary or cease
publishing reports about us or our business.
24
The
availability of shares for issuance in the future could reduce
the market price of our common stock.
In the future, we may issue securities to raise cash for
acquisitions or other corporate purposes. We may also acquire
interests in outside companies by using a combination of cash
and our common stock or just our common stock. We may also issue
securities convertible into our common stock. Any of these
events may dilute our stockholders ownership interests in
our company and have an adverse impact on the price of our
common stock.
In addition, sales of a substantial amount of our common stock
in the public market, or the perception that these sales may
occur, could reduce the market price of our common stock. This
could also impair our ability to raise additional capital
through the sale of our securities.
We
incur significant costs as a result of operating as a public
company, and our management is required to devote substantial
time to compliance with rules and regulations that impact public
companies.
As a public company, we incur significant legal, accounting and
other expenses that we did not incur as a private company. Our
management and other personnel devote a substantial amount of
time to comply with the rules and regulations that impact public
companies. Moreover, these rules and regulations increase our
legal and financial compliance costs and make some activities
more time-consuming and costly.
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Item 1B.
|
Unresolved
Staff Comments
|
None.
We maintain the following manufacturing, machining and office
facilities. We own all of the facilities except Mercers
machining facility, which we lease.
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Entity
|
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Location
|
|
Purpose
|
|
Sq. Feet
|
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Castings Segment
|
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Neenah Foundry Company
|
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Neenah, WI
|
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2 manufacturing facilities and office facility
|
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625,000
|
|
Dalton Corporation
|
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Warsaw, IN
|
|
Manufacturing and office facilities
|
|
|
375,000
|
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|
Kendallville, IN
|
|
Idle Manufacturing facility
|
|
|
250,000
|
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|
|
Stryker, OH
|
|
Machining facility
|
|
|
45,000
|
|
Advanced Cast Products, Inc.
|
|
Meadville, PA
|
|
Manufacturing, machining and office facility
|
|
|
229,000
|
|
Deeter Foundry, Inc.
|
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Lincoln, NE
|
|
Manufacturing and office facility
|
|
|
75,000
|
|
Gregg Industries, Inc.
|
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El Monte, CA
|
|
Idle Manufacturing, machining and office facility
|
|
|
200,000
|
|
Forgings Segment
|
|
|
|
|
|
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|
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Mercer Forge Corporation
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|
Mercer, PA
|
|
Manufacturing, machining and office facility
|
|
|
130,000
|
|
|
|
Wheatland, PA
|
|
Machining facility
|
|
|
18,000
|
|
Other Segment
|
|
|
|
|
|
|
|
|
Morgans Welding, Inc.
|
|
Myerstown, PA
|
|
Manufacturing and office facility
|
|
|
29,000
|
|
The principal equipment at the facilities consists of foundry
equipment used to make castings, such as melting furnaces, core
making machines and mold lines, including ancillary equipment
needed to support a foundry operation and presses used to make
forgings. We regard our plant and equipment as appropriately
maintained and adequate for our needs. As part of the major
capital project to install a new mold line at our Neenah
location, we have added approximately 75,000 square feet of
manufacturing area to the plant. In addition to the facilities
described above, we operate 15 distribution and sales centers.
We own seven of those properties and lease eight of them.
As discussed above, the Companys Board of Directors
approved the closure of the Kendallville Facility in December
2008 and the Gregg Facility in February 2009. Both facilities
ceased production and substantially completed shutdown during
fiscal 2009.
25
Substantially all of our tangible and intangible assets are
pledged to secure our 2006 Credit Facility and our
91/2% Notes.
See Note 6 in the Notes to Consolidated Financial
Statements in this report.
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Item 3.
|
Legal
Proceedings
|
On November 12, 2008, we announced that Gregg had entered
into a settlement agreement and release with the District to
resolve outstanding NOVs and to terminate an abatement order.
Aside from resolving the enforcement claims, the main purpose of
the settlement agreement is to obligate Gregg to undertake
various operations, measures and projects to reduce or eliminate
odors associated with foundry operations. Gregg has completed
many of the tasks set forth in the settlement agreement. Due to
the closure of the foundry, however, Gregg has not completed,
and will not complete, all of the tasks identified in the
settlement agreement. Instead, Gregg has advised the District
that termination of foundry operations has achieved odor
elimination or mitigation which is superior to the odor control
which would have been achieved had Gregg implemented all the
projects and measures set forth in the settlement agreement.
Gregg currently is discussing with the District how, when or if
the parties will modify or terminate the settlement agreement in
light of the foundry closure and to resolve two outstanding NOVs
issued in connection with District inspections under the
settlement agreement and District Rules.
From June to October, 2008, Dalton received three NOVs from the
IDEM. One of the NOVs related to monitoring and recordkeeping
deviations in Title V air permit requirements and the other
two NOVs related to alleged violations at Daltons
restricted waste landfill sites. Dalton is working with IDEM to
resolve the NOVs. The Company has accrued $0.3 million at
September 30, 2009 for estimated penalties and other costs
related to the NOVs.
Certain areas of the Lower Fox River System in Wisconsin have
been designated for remedial activities under the Comprehensive
Environmental Response, Compensation and Liability Act due to
PCB contamination. Neenah operates a facility near this area.
With respect to the Fox River PCB site, API and NCR commenced an
action in U.S. District Court for the Eastern District of
Wisconsin on January 7, 2008 seeking to allocate among all
responsible parties the equitable shares of response costs and
natural resources damages associated with the environmental
contamination of the Fox River. API and NCR indicated that they
believe that other parties, including Neenah, should participate
in the funding of this work because they allegedly contributed
to the environmental contamination and are responsible parties.
Accordingly, in a letter dated March 12, 2008, API and NCR
notified Neenah that they were thereby terminating the 2004
tolling and standstill agreement among Neenah, NCR, API, and
Arjo Wiggins Appleton Ltd., with the intent of adding Neenah as
a party to the referenced litigation. On April 14, 2008,
Neenah was served with a third amended complaint and joined as a
defendant in the pending lawsuit brought by plaintiffs API and
NCR. Plaintiffs make claims against Neenah (and other
defendants) for response costs allegedly incurred by plaintiffs,
contribution, and declaratory relief. Various case management
dates have been set through December, 2009. The Company asserted
factual and legal defenses to these claims, and the Company has
filed counterclaims against plaintiffs for breach of contract
(tolling agreement) and for common law and statutory
contribution and indemnity. The Company participated in a group
of parties in active negotiations with government
representatives with the goal of obtaining a de minimis
settlement of the litigation, and it has joined in a settlement
in principle with the government subject to negotiation and
entry of a de minimis consent decree. The Company is also
exploring the possibility of reimbursement of certain expenses
and defense costs incurred relating to the case from its
liability insurance carriers. In May 2009, a de minimis
settlement was reached and the Company paid its portion in the
amount of $0.2 million. No further amounts have been
accrued for potential liability in this case as of
September 30, 2009. The settlement was approved in December
2009.
We are involved in various other claims and litigation in the
normal course of business. In the judgment of management, the
ultimate resolution of these matters is not likely to materially
affect our consolidated financial statements.
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|
Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
There were no matters submitted to a vote of security holders
during the quarter ended September 30, 2009.
26
Executive
Officers of the Registrant
Set forth below are the names, ages, positions and experience of
our executive officers. All executive officers are appointed by
the board of directors.
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Name
|
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Age
|
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Position
|
|
Robert E. Ostendorf, Jr.
|
|
|
59
|
|
|
President and Chief Executive Officer
|
Jeffrey S. Jenkins
|
|
|
51
|
|
|
Corporate Vice President Finance, Treasurer,
Secretary and Chief Financial Officer
|
James V. Ackerman
|
|
|
66
|
|
|
Division President Mercer Forge Corporation
|
John H. Andrews
|
|
|
64
|
|
|
Neenah Corporate Vice President Manufacturing, Chief
Operating Officer of Manufacturing Operations
|
Louis E. Fratarcangeli
|
|
|
59
|
|
|
Neenah Corporate Vice President Industrial Products
Sales
|
Frank Headington
|
|
|
60
|
|
|
Neenah Corporate Vice President Technology
|
Mr. Ostendorf joined Neenah in July 2007 as
President, Chief Executive Officer and a director. Prior to
joining the Company, Mr. Ostendorf was Chief Executive
Officer since 2004 of Amcan Consolidated Technology Corp.
(ACT), a supplier of cast components to the
automotive industry and the Canadian subsidiary of Honsel
International Technologies SA (HIT).
Mr. Ostendorf was also a director of HIT. HIT disposed of
various portions of ACT and following Mr. Ostendorfs
departure from ACT in June 2007, HIT reassigned certain of
ACTs operations to a Mexican affiliate, and ACT
subsequently filed for protection under Canadas Companies
Creditor Arrangement Act in September 2007. Prior to his
involvement with HIT, Mr. Ostendorf was President of the
Morgan Corporation, a truck body manufacturer, from 1999 to
2004. Prior to Morgan, Mr. Ostendorf was President of
Cambridge Industries Truck Group from 1998 to 1999,
President of American Sunroof Corporation from 1995 to 1998 and
President and CEO of VMC Fiberglass from 1988 to 1995.
Mr. Jenkins was named as Corporate Vice
President Finance and Chief Financial Officer on
November 12, 2008. Mr. Jenkins had served as Interim
Chief Financial Officer since March 19, 2008. Prior to
that, Mr. Jenkins served as Vice President of Operations
for Deeter from 1998 to 2008 and Vice President
Finance of Deeter from 1994 to 1998.
Mr. Ackerman had served as the
Division President of Mercer since 2000. On August 15,
2008, Mr. Ackerman announced his intention to retire. He
remained in his former capacity until October 31, 2009 to
allow for an orderly transition of his responsibilities.
Previously, Mr. Ackerman served as the Vice President/CFO
of Mercer since 1990. Prior to joining Mercer in 1990,
Mr. Ackerman worked for Sheet Metal Coating &
Litho as its Controller, Dunlop Industrial/Angus Fire Armour
Corp. as its Controller and Ajax Magnethermic Corporation as its
Vice President-Finance (CFO).
Mr. Andrews has served as Neenahs Corporate
Vice President Manufacturing since August 2003 and
as Neenahs Chief Operating Officer of Manufacturing
Operations since November 2005. On September 14, 2009,
Mr. Andrews announced his intention to retire. He has
agreed to stay on at his current capacity until April 30,
2010 to allow for an orderly transition of his responsibilities,
and an arrangement to provide consulting services for a
twelve-month period following his retirement. Mr. Andrews
joined us in 1988 and has served in a variety of manufacturing
positions with increasing responsibility. Prior to joining
Neenah, Mr. Andrews was Division Manager for Dayton
Walther Corporations Camden Casting Center from 1986 to
1988 and served as Manufacturing Manager and then Plant Manager
for Waupaca Foundrys Marinette Plant from 1973 to 1986.
Mr. Fratarcangeli joined Neenah as Corporate Vice
President Industrial Products Sales in December
2007. From May 2003 to October 2007, Mr. Fratarcangeli was
Executive Vice President of ACT. ACT filed for protection under
Canadas Companies Creditor Arrangement Act in September
2007. Prior to ACT, from 2000 to 2003, Mr. Fratarcangeli
was the Vice President of Sales and Marketing for Morgan Olson,
a truck body manufacturer and a division of the Morgan
Corporation. From 1993 to 2000, Mr. Fratarcangeli was the
Vice President of Sales for the Commercial Truck division of
Cambridge Industries.
27
Mr. Headington has served as Neenahs Corporate
Vice President Technology since August 2003.
Previously, Mr. Headington was Neenahs Manager of
Technical Services and Director of Product Reliability since
January 1989. Prior to joining the Company, Mr. Headington
co-founded and operated Sintered Precision Components, a
powdered metal company. Prior to his involvement with Sintered
Precision Components, he was employed by Wagner Casting Company
as Quality Manager.
PART II
|
|
Item 5.
|
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
|
Prior to October 9, 2007, there was no public trading
market for NEIs common stock or warrants. Since
October 9, 2007 shares of NEIs common stock have
been quoted on the OTC Bulletin Board under the symbol
NENA.OB. An active trading market in NEI common
stock may not develop or be sustained. There is currently no
public trading market for NEIs stock warrants. Neenah has
1,000 shares of common stock outstanding, all of which are
owned by NFC Castings, Inc, a wholly owned subsidiary of NEI.
We have not declared or paid any cash dividends on NEIs
common stock, and we do not anticipate doing so in the
foreseeable future. We currently intend to retain any future
earnings to operate our business and finance future growth
strategies. The loan covenants under the 2006 Credit Facility,
the indenture for the
91/2% Notes
and the
121/2% Notes
restrict the payment of cash dividends, with certain limited
exceptions. As of December 5, 2009, there were fewer than
75 holders of record of NEIs common stock.
As of December 4, 2009, Tontine beneficially owned
9,550,697 shares of NEIs common stock. As of
December 5, 2009, there were:
|
|
|
|
|
35,000,000 authorized shares of NEI common stock and 1,000,000
authorized shares of preferred stock, of which
15,385,622 shares of common stock and no shares of
preferred stock were outstanding; and
|
|
|
|
outstanding warrants to purchase 834,669 shares of NEI
common stock.
|
The following table sets forth the range of high and low bid
quotations for NEIs common stock for each of the periods
indicated as reported by the OTC Bulletin Board. These
quotations reflect inter-dealer prices, without retail
mark-up,
mark-down or commission and may not necessarily represent actual
transactions.
|
|
|
|
|
|
|
|
|
|
|
Bid Quotations
|
|
|
|
High
|
|
|
Low
|
|
|
Fiscal Quarter Ended:
|
|
|
|
|
|
|
|
|
December 31, 2007
|
|
$
|
6.00
|
|
|
$
|
3.75
|
|
March 31, 2008
|
|
|
6.00
|
|
|
|
1.25
|
|
June 30, 2008
|
|
|
3.74
|
|
|
|
1.15
|
|
September 30, 2008
|
|
|
3.15
|
|
|
|
1.55
|
|
December 31, 2008
|
|
|
2.00
|
|
|
|
0.15
|
|
March 31, 2009
|
|
|
0.77
|
|
|
|
0.15
|
|
June 30, 2009
|
|
|
0.60
|
|
|
|
0.20
|
|
September 30, 2009
|
|
|
0.30
|
|
|
|
0.16
|
|
28
|
|
Item 6.
|
Selected
Financial Data
|
The following table sets forth NEIs selected historical
consolidated financial data as of and for the years ended
September 30, 2009, 2008, 2007, 2006 and 2005, which have
been derived from NEIs audited consolidated financial
statements. NEIs and Neenahs selected financial data
is identical with the exception of earnings/(loss) per share and
total stockholders equity (deficit). The historical
results presented below are not necessarily indicative of
financial results to be achieved in future periods.
The information contained in the following table should also be
read in conjunction with Managements Discussion and
Analysis of Financial Condition and Results of Operations,
and NEIs and Neenahs historical consolidated
financial statements and related notes included elsewhere in
this document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
332,998
|
|
|
$
|
510,818
|
|
|
$
|
483,623
|
|
|
$
|
542,452
|
|
|
$
|
541,772
|
|
Cost of sales
|
|
|
337,646
|
|
|
|
449,773
|
|
|
|
408,904
|
|
|
|
442,558
|
|
|
|
440,818
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss)
|
|
|
(4,648
|
)
|
|
|
61,045
|
|
|
|
74,719
|
|
|
|
99,894
|
|
|
|
100,954
|
|
Selling, general and administrative expenses
|
|
|
34,288
|
|
|
|
38,895
|
|
|
|
38,119
|
|
|
|
34,314
|
|
|
|
34,467
|
|
Litigation settlement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,500
|
|
Amortization expense
|
|
|
8,501
|
|
|
|
7,143
|
|
|
|
7,121
|
|
|
|
7,120
|
|
|
|
7,124
|
|
Goodwill impairment charge
|
|
|
88,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring costs
|
|
|
4,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (income) expenses
|
|
|
(109
|
)
|
|
|
(210
|
)
|
|
|
453
|
|
|
|
127
|
|
|
|
953
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(139,612
|
)
|
|
|
15,217
|
|
|
|
29,026
|
|
|
|
58,333
|
|
|
|
51,910
|
|
Interest expense, net
|
|
|
33,947
|
|
|
|
32,390
|
|
|
|
31,344
|
|
|
|
33,327
|
|
|
|
33,406
|
|
Debt refinancing costs
|
|
|
803
|
|
|
|
|
|
|
|
20,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
(174,362
|
)
|
|
|
(17,173
|
)
|
|
|
(22,747
|
)
|
|
|
25,006
|
|
|
|
18,504
|
|
Provision (credit) for income taxes
|
|
|
(24,419
|
)
|
|
|
(5,141
|
)
|
|
|
(8,819
|
)
|
|
|
8,857
|
|
|
|
3,409
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
(149,943
|
)
|
|
|
(12,032
|
)
|
|
|
(13,928
|
)
|
|
|
16,149
|
|
|
|
15,095
|
|
Loss from discontinued operations, net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(149,943
|
)
|
|
$
|
(12,032
|
)
|
|
$
|
(13,928
|
)
|
|
$
|
16,149
|
|
|
$
|
15,095
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(10.14
|
)
|
|
$
|
(0.87
|
)
|
|
$
|
(1.31
|
)
|
|
$
|
1.72
|
|
|
$
|
1.71
|
|
Diluted
|
|
$
|
(10.14
|
)
|
|
$
|
(0.87
|
)
|
|
$
|
(1.31
|
)
|
|
$
|
.99
|
|
|
$
|
.94
|
|
Balance Sheet Data (at end of period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
910
|
|
|
$
|
3,484
|
|
Working capital
|
|
|
(5,074
|
)
|
|
|
57,647
|
|
|
|
90,507
|
|
|
|
74,061
|
|
|
|
62,979
|
|
Total assets
|
|
|
286,611
|
|
|
|
486,499
|
|
|
|
443,974
|
|
|
|
410,920
|
|
|
|
412,555
|
|
Total debt including capital lease obligations
|
|
|
356,741
|
|
|
|
360,154
|
|
|
|
318,587
|
|
|
|
265,416
|
|
|
|
271,754
|
|
Total stockholders equity
|
|
|
(162,486
|
)
|
|
|
15,044
|
|
|
|
30,565
|
|
|
|
39,228
|
|
|
|
17,395
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
13,431
|
|
|
|
44,583
|
|
|
|
48,733
|
|
|
|
17,803
|
|
|
|
17,572
|
|
Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of earnings to fixed charges(1)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
1.73
|
|
|
|
1.54
|
|
|
|
|
(1) |
|
For purposes of computing the ratio of earnings to fixed
charges, earnings consist of income before income taxes plus
fixed charges. Fixed charges consist of interest expense,
amortization of deferred financing fees and a portion of rental
expense that management believes is representative of the
interest component of rental expense. Earnings were insufficient
to cover fixed charges for the years ended September 30,
2009, 2008, and 2007 by $174.4 million, $17.2 million,
and $22.7 million, respectively. The ratio of earnings to
fixed charges for NEI and Neenah are the same for both entities. |
29
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
Overview
We derive substantially all of our revenue from manufacturing
and marketing a wide range of iron castings and steel forgings
for the heavy municipal market and selected segments of the
industrial market. We have two reportable segments, castings and
forgings. Through our castings segment, we are a leading
producer of iron castings for use in heavy municipal and
industrial applications. For heavy municipal market
applications, we sell to state and local municipalities,
contractors, precasters and supply houses. We primarily sell our
industrial castings directly to original equipment
manufacturers, or OEMs, and tier-one suppliers with whom we have
established close working relationships. Through our forgings
segment, operated by Mercer, we produce complex-shaped forged
steel and micro alloy components for use in transportation,
railroad, mining and heavy industrial applications. Mercer sells
directly to OEMs, as well as to industrial end-users.
Mercers subsidiary, A&M Specialties, Inc., machines
forgings and castings for Mercer and various industrial
customers. Restructuring charges and certain other expenses,
such as income taxes, general corporate expenses and financing
costs, are not allocated between our two operating segments.
Recent
Developments
Going Concern. Our auditors have included an
explanatory paragraph in their opinion that accompanies our
audited consolidated financial statements as of and for the year
ended September 30, 2009, indicating that our current
liquidity position raises substantial doubt about our ability to
continue as a going concern. The accompanying consolidated
financial statements have been prepared assuming we will
continue as a going concern. This assumes a continuing of
operations and the realization of assets and liabilities in the
ordinary course of business. The consolidated financial
statements do not include any adjustments that might result if
we were forced to discontinue operations.
Liquidity and Debt Instruments. Following the
payment of interest on Neenahs
91/2% Senior
Secured Notes due 2017 (the
91/2% Notes)
on July 1, 2009, our unused availability under
Neenahs $110 million revolving loan and security agreement
(the 2006 Credit Facility) remained below the
$15.0 million threshold applicable to its
springing financial covenant for three business days
during the fourth quarter of fiscal 2009. In connection with
that payment we entered into an agreement with Tontine Capital
Partners, L.P. (Tontine), the holder of all of
Neenahs
121/2% Senior
Subordinated Notes due 2013 (the
121/2% Notes),
to allow us to defer the entire semi-annual interest payment
(representing a deferral of an interest payment of approximately
$4.7 million and interest on the previously deferred
interest payment of $0.2 million) due on July 1, 2009.
We had previously elected to defer the payment of interest at an
annual rate of
71/2%
due on the
121/2% Notes
with respect to the January 1, 2009 interest payment date
(representing a deferral of an interest payment of approximately
$2.8 million).
On November 10, 2009, Neenah and certain of its
subsidiaries (collectively, the Borrowers) entered
into Amendment No. 2 to Amended and Restated Loan and
Security Agreement and Forbearance Agreement with Bank of
America, N.A., as administrative agent and as a lender, and the
other lenders party thereto (collectively, the
Lenders), with respect to that certain Amended and
Restated Loan and Security Agreement, dated as of
December 29, 2006, among the Borrowers and the Lenders from
time to time party thereto (the Forbearance
Agreement), pursuant to which the lenders under the 2006
Credit Facility agreed to, among other things, forbear from
exercising certain of the lenders rights and remedies in
respect of or arising out of certain specified defaults that had
occurred as of November 10, 2009 and that were expected to
occur during the effective period of the Forbearance Agreement,
including Neenahs anticipated failure to satisfy its
minimum fixed charge coverage ratio under the 2006 Credit
Facility for the 2009 fiscal year. In addition, the Borrowers
agreed to (i) continue to use certain efforts to pursue
additional financing and, in the absence of such financing, to
use certain efforts during the term of the Forbearance Agreement
to pursue a restructuring of certain of our outstanding
indebtedness, (ii) to engage an operational consultant to
prepare a report to be provided to the Lenders evaluating the
operational components of the Borrowers businesses, and
(iii) arrange for an updated appraisal of the
Borrowers eligible inventory included in its borrowing
base under the 2006 Credit Facility, which appraisal would
become effective at the expiration of the Forbearance Agreement
absent an agreement of a majority of the Lenders otherwise. The
30
Borrowers also agreed to minimum monthly EBITDA thresholds
during the term of the Forbearance Agreement and paid a
forbearance fee of $250,000.
Effective December 23, 2009, the Borrowers entered into a
Forbearance Extension with the Lenders, pursuant to which the
Lenders agreed to, among other things, waive certain additional
specified defaults and extend the expiration date of the
Forbearance Agreement until the earlier of
(i) January 15, 2010, (ii) the occurrence or
existence of any event of default other than the events of
default specified in the Forbearance Extension, or
(iii) the occurrence of a termination event. A
termination event includes the initiation of any
action by any Borrower to invalidate or limit the enforceability
of (i) the acknowledgements set forth in the Forbearance
Extension relating to obligations of the Borrowers,
(ii) the release set forth in the Forbearance Extension or
(iii) the covenant not to sue set forth in the Forbearance
Extension.
In addition, we have not made the interest payments due
January 1, 2010 on our
91/2% Notes
and
121/2% Notes
and may not be able to make such payments prior to the
expiration of the applicable grace period.
As described below, non-compliance with the covenants or
non-payment of interest could result in the requirement to
immediately repay all amounts outstanding under various debt
instruments or cause cross-defaults under other instruments. We
do not currently have cash available to satisfy these
obligations if they were to be accelerated. We are exploring
various strategic and restructuring alternatives, including a
restructuring of our outstanding indebtedness, and have engaged
a third party financial advisor. If we are unable to generate
increased cash flows through improvements in the operation of
our business
and/or
successfully restructure our indebtedness, we may be unable to
continue as a going concern
and/or may
be compelled to file voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code. In
addition, under certain circumstances, our creditors may file an
involuntary petition for bankruptcy against us.
Goodwill. During the second quarter of fiscal
2009, in accordance with formerly SFAS 142 (ASC Topic 350),
we performed an interim goodwill impairment test, indicating the
potential for impairment. Since the reporting unit carrying
amounts were determined to be greater than fair value, a second
step analysis was required to be completed to measure the amount
of impairment, if any. We completed the second step analysis in
the third quarter fiscal 2009. We recognized a non-cash charge
of $88.1 million in the second quarter of fiscal 2009
representing its best estimate of goodwill impairment, which was
confirmed by the results of the second step analysis. See
Note 2 to the consolidated financial statements for further
information.
Gregg Closure. In February 2009, the
Companys Board of Directors approved the closure of the
Gregg Industries, Inc. facility (the Gregg
Facility), located in El Monte, California. The Gregg
Facility substantially ceased production in late April 2009. The
decision to close the facility was made due to pressures of the
overall weak economy and the particularly difficult economic
issues facing the foundry industry and manufacturing in general.
The facilitys foundry operations have been closed and its
machining operations closed in October 2009. The Company has
terminated or is terminating all operations and operational
permits at the Gregg Facility, and closure is to proceed in
accordance with applicable laws.
On November 12, 2008, Gregg entered into a settlement
agreement and release with the South Coast Air Quality
Management District (District) to resolve then
outstanding notices of violation (NOVs) and to
terminate an abatement order. Aside from resolving the
enforcement claims, the main purpose of the settlement agreement
is to obligate Gregg to undertake various operations, measures
and projects to reduce or eliminate odors associated with
foundry operations. Gregg has completed many of the tasks set
forth in the settlement agreement. Due to closure of the
foundry, however, Gregg has not completed, and will not
complete, all of the tasks identified in the settlement
agreement. Instead, Gregg has advised the District that
termination of foundry operations has achieved odor elimination
or mitigation which is superior to the odor control which would
have been achieved had Gregg implemented all the projects and
measures set forth in the settlement agreement. Gregg currently
is discussing with the District how, when or if the parties will
modify or terminate the settlement agreement in light of the
foundry closure and to resolve two outstanding NOVs issued in
connection with District inspections under the settlement
agreement and District Rules. See Note 3 to the
consolidated financial statements for further information.
31
Kendallville Closure. In December 2008, the
Companys Board of Directors approved the closure of the
Companys manufacturing facility located in Kendallville,
Indiana (the Kendallville Facility). The
Kendallville Facility ceased production in March 2009. The
decision to close the facility was made due to the pressures of
an overall weak economy and the particularly difficult economic
issues facing the foundry industry and manufacturing in general.
See Note 3 to the consolidated financial statements for
further information.
Tontine Intentions. On November 10, 2008,
Tontine announced its intention to begin exploring alternatives
for the disposition of its holdings in NEI and Neenah. The
timing, manner and aggregate amount of any such dispositions is
unknown at this time and may have a substantial effect on our
future capital structure and operations. On March 18, 2009
Tontine announced that it (i) is continuing to explore
alternatives for the disposition of its holdings in NEI and
Neenah, and (ii) has engaged, on an ongoing basis, in
discussions with the Companys Board of Directors regarding
various options and alternatives specifically related to
enhancing our liquidity, capital structure and long term
business prospects. Additionally, as discussed above under
Item 1A. Risk Factors, Tontines disposition of their
holdings in NEI could result in a change of control event under
the 2006 Credit Facility, the
91/2% Notes
and the
121/2% Notes.
See Risk Factors The terms of Neenahs
debt impose restrictions on us that may affect our ability to
successfully operate our business.
New Mold Line. In the third quarter of fiscal
2008, we completed the installation phase of our
$54 million capital project to replace a
40-year-old
mold line at the Neenah facility. This new
state-of-the-art
mold line has significantly enhanced operating efficiencies,
increased capacity and provided expanded molding capabilities
for the municipal and industrial product lines.
Start-up
operations began on schedule during the third quarter of fiscal
2008. The second phase of the project includes enhanced
core-making capabilities and the inclusion of ductile iron
capacity. Due to the current downturn in all of our markets, the
full efficiency and capability improvements from the new mold
line have not yet been realized. As of September 30, 2009,
we had expended $53.0 million (including capitalized
interest of $2.3 million) and an additional
$3.5 million of expenditures are necessary to complete the
second phase of the new mold line project as of such date. The
improvements contemplated by the second phase of the project
will provide greater operational efficiency, but will not impact
the functionality of the mold line. We are currently making the
remaining expenditures necessary to complete the second phase of
the project.
Asset Purchase. On August 5, 2008, the
Company purchased substantially all of the assets of
Morgans Welding, Inc. (Morgans), a steel
fabricator located in Pennsylvania, for a cash purchase price of
$4.1 million. In addition, the Company incurred
$0.3 million in direct costs related to the acquisition and
assumed $0.6 million of current liabilities. The purchase
was financed through borrowings under the 2006 Credit Facility.
Increase of 2006 Credit Facility. On
July 17, 2008, we received the consent and waiver of our
existing lenders to increase the maximum amount of financing
available under the 2006 Credit Facility from $100 million
to $110 million. The increase occurred in accordance with
the accordion feature in the 2006 Credit Facility.
Steel Scrap Volatility. During fiscal 2008, we
experienced significant increases in the cost of steel scrap
used in our manufacturing process. From December 2007 to July
2008, the cost of steel scrap (measured by quoted prices for
shredded steel by Iron Age publication for the Chicago market)
rose $313 per ton and then decreased $218 per ton from July 2008
to September 2008. The cost of steel scrap has decreased by $187
per ton from September 2008 to March 2009 and increased by $102
per ton from March 2009 to September 2009. Of all the varying
costs of raw materials, fluctuations in the cost of steel scrap
impact our business the most. The cost for steel scrap is
subject to market forces that are unpredictable and largely
beyond our control, including demand by U.S. and
international industries, freight costs and speculation.
Although we have surcharge arrangements with our industrial
customers that enable us to adjust industrial casting prices to
reflect steel scrap cost fluctuations, these adjustments have
historically lagged behind the current cost of steel scrap
during periods of rapidly rising or falling steel scrap costs
because these adjustments were generally based on average market
costs for prior periods. We have made changes to our surcharge
procedures with our industrial customers in an attempt to
recover scrap cost increases on a more real time basis. We have
historically recovered steel scrap cost increases for municipal
products through periodic price increases. However, increases in
steel scrap costs have forced us to institute price increases
coupled with a surcharge on our municipal casting products.
Steel scrap costs were more stable in fiscal 2009, but there can
be no assurance that the volatility the market experienced in
2008 will not return. Our ability to recover steel scrap
32
increases from our customers will determine the extent of the
adverse effect they will have on our business, financial
condition and results of operations.
Cost Reduction Actions. On November 16,
2007, we announced a restructuring plan intended to reduce costs
and improve general operating efficiencies. The restructuring
primarily consisted of salaried headcount reductions at our
operating facilities. In connection with the restructuring plan,
we incurred employee termination costs of $1.2 million, on
a pretax basis, which were recognized as a charge to operations
during the first quarter of fiscal 2008.
RESULTS
OF OPERATIONS
FISCAL
YEAR ENDED SEPTEMBER 30, 2009 COMPARED TO THE FISCAL YEAR ENDED
SEPTEMBER 30, 2008
Net Sales. Net sales for the year ended
September 30, 2009 were $333.0 million, which was
$177.8 million or 34.8% lower than the year ended
September 30, 2008. Sales volume, as measured in tons sold,
was down 35.0%. Sales of municipal products were down
approximately $14.9 million for the year ended
September 30, 2009 compared to the year ended
September 30, 2008. Sales to the construction and
agriculture equipment market were down approximately
$20.8 million for the year ended September 30, 2009
compared to the year ended September 30, 2008. Sales to the
HVAC market were down approximately $27.4 million for the
year ended September 30, 2009 compared to the year ended
September 30, 2008. Sales to the heavy-duty truck market
were down approximately $57.1 million for the year ended
September 30, 2009 compared to the year ended
September 30, 2008. Sales to other markets were down
approximately $57.6 million for the year ended
September 30, 2009 compared to the year ended
September 30, 2008.
Cost of Sales. Cost of sales was
$337.6 million for the year ended September 30, 2009,
which was $112.2 million or 24.9% lower than the year ended
September 30, 2008. The decrease was the result of
production volumes and an approximate 25.7% decrease in raw
material unit costs, principally in the price of steel scrap.
The decrease was partially offset by $15.7 million in costs
related to the closures of the Kendallville Facility and Gregg
Facility, and the inability to spread fixed manufacturing costs
over additional inventory due to lower production levels. Cost
of sales as a percentage of net sales increased to 101.4% during
the year ended September 30, 2009 from 88.1% for the fiscal
year ended September 30, 2008.
Gross Profit (loss). Gross loss was
$4.6 million for the year ended September 30, 2009 as
compared to a gross profit of $61.0 million for the year
ended September 30, 2008. As a percentage of net sales, the
gross loss was 1.4% during the year ended September 30,
2009, compared to a gross profit of 11.9% during the year ended
September 30, 2008. The decrease in gross profit percentage
was the result of the additional depreciation charges related to
the closure of the Kendallville Facility and Gregg Facility,
writedown of current assets to fair market value, other shutdown
related costs, and a decreased ability to absorb fixed costs due
to lower production levels.
Selling, General and Administrative
Expenses. Selling, general and administrative
expenses for the year ended September 30, 2009 were
$34.3 million, a decrease of $4.6 million from the
$38.9 million for the year ended September 30, 2008.
The decrease was due to a $5.0 million reduction in wages
and other expenses and $0.5 million received from the sale
of emission credits, partially offset by a $0.9 million
increase from higher Air Quality Management District expenses
incurred at Gregg and the inclusion of Morgans operations.
As a percentage of net sales, selling, general and
administrative expenses increased to 10.3% for the year ended
September 30, 2009 from 7.6% for the fiscal year ended
September 30, 2008, due to reduced sales as discussed above.
Restructuring costs. Restructuring costs for
the year ended September 30, 2009 consisted of shutdown
related costs of $4.1 million at the Kendallville Facility
and Gregg Facility.
Goodwill impairment charge. Goodwill
impairment charge for the year ended September 30, 2009
consisted of our entire goodwill balance of $88.1 million.
Amortization of Intangible
Assets. Amortization of intangible assets was
$8.5 million for the year ended September 30, 2009 and
$7.1 million for the year ended September 30, 2008.
The increase in amortization is the result of an impairment
charge related to the intangible assets at Gregg.
33
Other Operating Expenses. Other operating
expenses for the years ended September 30, 2009 and 2008
consist of a gain of $0.1 million and $0.2 million,
respectively, for the disposal of long-lived assets in the
ordinary course of business.
Operating income (loss). Operating loss was
$139.6 million for the year ended September 30, 2009,
as compared to an operating income of $15.2 million for the
year ended September 30, 2008. As a percentage of net
sales, operating loss was 41.9% for the year ended
September 30, 2009 compared to the operating income of 3.0%
for the year ended September 30, 2008. The decrease in
operating results is attributable to the goodwill impairment
charge, reduced sales volumes, and the additional depreciation
charges related to long-lived assets and shutdown related costs
at the Kendallville Facility and the Gregg Facility.
Net Interest Expense. Net interest expense was
$33.9 million and $32.4 million for the years ended
September 30, 2009 and 2008, respectively. The increase in
interest expense was the result of an increased level of
borrowing on the 2006 Credit Facility and additional interest on
payments previously deferred.
Refinancing costs. Refinancing costs for the
year ended September 30, 2009 consisted of fees for
financial advisors and bank charges of $0.8 million
associated with our efforts to refinance our current debt.
Provision for Income Taxes. The effective tax
rate for years ended September 30, 2009 and 2008 was 14%
and 30%, respectively. The effective tax rate for the year ended
September 30, 2009 includes the impact of the
non-deductible goodwill impairment charge and an increase in the
valuation allowance related to deferred tax assets.
Net Loss and Loss Per Share. As a result of
the items described above, the net loss was $149.9 million
for the year ended September 30, 2009, compared to net loss
of $12.0 million for the year ended September 30,
2008. On a diluted basis, the net loss per share was $10.14 for
the year ended September 30, 2009, compared to the net loss
per share of $0.87 for the year ended September 30, 2008.
FISCAL
YEAR ENDED SEPTEMBER 30, 2008 COMPARED TO THE FISCAL YEAR ENDED
SEPTEMBER 30, 2007
Net Sales. Net sales for the year ended
September 30, 2008 were $510.8 million, which was
$27.2 million or 5.6% higher than the year ended
September 30, 2007. Sales volume was down 7.6% but was
offset by surcharge and price increases as a result of the pass
through of higher metal costs to the customer. Sales to the
construction and agriculture equipment market were up
approximately $26.1 million for the year ended
September 30, 2008 compared to the year ended
September 30, 2007. Sales to the HVAC market were up
approximately $8.1 million for the year ended
September 30, 2008 compared to the year ended
September 30, 2007. Due to new emission standards that took
effect January 1, 2007, heavy-duty truck production
declined significantly in calendar year 2007 (which includes the
first quarter of our fiscal year 2008), as many buyers of
heavy-duty trucks accelerated purchases into calendar year 2006,
artificially increasing our sales to customers in the heavy-duty
truck market in calendar year 2006 (which includes the first
quarter of our fiscal year 2007). As a result of this and slower
than expected recovery of the heavy-duty truck market, sales of
heavy-duty truck products were down approximately
$15.2 million for the year ended September 30, 2008
compared to the year ended September 30, 2007. Sales to
other markets were up approximately $8.2 million for the
year ended September 30, 2008 compared to the year ended
September 30, 2007.
Cost of Sales. Cost of sales was
$449.8 million for the year ended September 30, 2008,
which was $40.9 million or 10.0% higher than the year ended
September 30, 2007. Cost of sales as a percentage of net
sales increased to 88.1% during the year ended
September 30, 2008 from 84.6% for the fiscal year ended
September 30, 2007, primarily as a result of an
approximately 52% increase in raw material unit costs,
principally in the price of steel scrap, and the inability to
spread fixed manufacturing costs over additional inventory due
to lower production levels.
Gross Profit. Gross profit was
$61.0 million for the year ended September 30, 2008,
which was $13.7 million or 18.3% lower than the year ended
September 30, 2007. Gross profit as a percentage of net
sales decreased to 11.9% during the year ended
September 30, 2008 from 15.4% for the fiscal year ended
September 30, 2007, primarily as a result of the increased
raw material costs and a decreased ability to absorb fixed costs
due to lower production levels
34
Selling, General and Administrative
Expenses. Selling, general and administrative
expenses for the year ended September 30, 2008 were
$38.9 million, an increase of $0.8 million from the
$38.1 million for the year ended September 30, 2007.
As a percentage of net sales, selling, general and
administrative expenses decreased to 7.4% for the year ended
September 30, 2008 from 7.9% for the fiscal year ended
September 30, 2007. The increase was due to restructuring
costs incurred as a result of salaried headcount reductions at
our operating facilities partially offset by lower legal and
professional fees.
Amortization of Intangible
Assets. Amortization of intangible assets was
$7.1 million for each of the years ended September 30,
2008 and September 30, 2007.
Other Operating Expenses. Other operating
expenses for the years ended September 30, 2008 and 2007
consist of a gain of $0.2 million and a loss of
$0.5 million, respectively, for the disposal of long-lived
assets in the ordinary course of business.
Operating Income. Operating income was
$15.2 million for the year ended September 30, 2008, a
decrease of $13.8 million or 47.6% from the year ended
September 30, 2007. As a percentage of net sales, operating
income decreased from 6.0% for the year ended September 30,
2007 to 3.0% for the year ended September 30, 2008. The
decrease in operating income was primarily due to the reduced
sales volume and the increases in raw material costs discussed
above.
Net Interest Expense. Net interest expense was
$32.4 million and $31.3 million for the years ended
September 30, 2008 and 2007, respectively. The increase in
interest expense was the result of an increased level of
borrowing on the 2006 Credit Facility.
Debt Refinancing Costs. We recorded
$20.4 million of debt refinancing costs for the year ended
September 30, 2007 related to the Refinancing Transactions
(as defined in Liquidity and Capital Resources
Refinancing Transactions). This amount consisted of a
$12.9 million tender premium paid to repurchase
Neenahs 11% Senior Secured Notes due 2010 (the
11% Notes), $5.9 million to write off the
unamortized portion of discount on the 11% Notes and
$1.6 million to write off the unamortized portion of
deferred financing costs on Neenahs old indebtedness.
There were no debt refinancing costs incurred during the year
ended September 30, 2008.
Provision for Income Taxes. The effective tax
rate for years ended September 30, 2008 and 2007 was 30%
and 39%, respectively. The effective tax rate for the year ended
September 30, 2008 includes the favorable impact of the
reversal of certain tax positions after the completion of an IRS
audit.
Net Loss and Loss Per Share. As a result of
the items described above, the net loss was $12.0 million
for the year ended September 30, 2008, compared to net loss
of $13.9 million for the year ended September 30,
2007. On a diluted basis, the net loss per share was $0.87 for
the year ended September 30, 2008, compared to the net loss
per share of $1.31 for the year ended September 30, 2007.
LIQUIDITY
AND CAPITAL RESOURCES
Refinancing Transactions. On December 29,
2006, we repaid our outstanding indebtedness under Neenahs
then existing credit facility, repurchased all
$133.1 million of the outstanding 11% Notes through an
issuer tender offer, retired $75 million of Neenahs
outstanding 13% Senior Subordinated Notes due 2013 (the
13% Notes) by exchanging them for
$75 million of the
121/2% Notes
in a private transaction, and called for redemption all
$25 million of the 13% Notes that remained outstanding
after the exchange for
121/2% Notes.
Those remaining 13% Notes were redeemed on February 2,
2007. To fund these payments and to provide cash for our capital
expenditures, ongoing working capital requirements and general
corporate purposes, Neenah (a) issued $225 million of
the
91/2% Notes
and the $75 million of
121/2% Notes
and (b) entered into the 2006 Credit Facility. The
91/2% Notes
were initially issued in a private offering that was not
registered under the Securities Act, and were subsequently
registered pursuant to an exchange offer in which the
unregistered notes were exchanged for freely transferable notes.
That exchange offer was completed on April 18, 2007. We
refer to these actions collectively as the Refinancing
Transactions.
35
2006 Credit Facility. As expanded by the
utilization of the $10.0 million accordion
provision in July 2008, the 2006 Credit Facility provides
for borrowings in an amount up to $110.0 million and
matures on December 31, 2011. Outstanding borrowings bear
interest at rates based on the lenders Base Rate, as
defined in the 2006 Credit Facility, or, if Neenah so elects, at
an adjusted rate based on LIBOR. Pursuant to the Forbearance
Agreement, the applicable margin for base rate loans was
increased to 3.75%, the applicable margin for LIBOR loans was
increased to 5.25% (and a floor of 1.50% was established for
LIBOR) and the unused facility fee was increased to 1.00%.
Availability under the 2006 Credit Facility is subject to
customary conditions and is limited by our borrowing base
determined by the amount of our accounts receivable, inventories
and casting patterns and core boxes. Among other modifications
to the borrowing base, the Forbearance Agreement
(i) established a block of $1 million that acts to
reduce availability under the borrowing base,
(ii) confirmed the $1.5 million of additional reserves
against availability under the borrowing base as set forth in
the 2006 Credit Facility that had been established during 2009
and (iii) included other modifications to the calculation
of the borrowing base under the 2006 Credit Facility. Amounts
under the 2006 Credit Facility may be borrowed, repaid and
reborrowed subject to the terms of the facility.
Most of Neenahs wholly owned subsidiaries are co-borrowers
under the 2006 Credit Facility and are jointly and severally
liable for all obligations under the 2006 Credit Facility,
subject to customary exceptions for transactions of this type.
In addition, NFC Castings, Inc. (NFC), NEIs
immediate subsidiary, and Neenahs remaining wholly owned
subsidiaries jointly, fully, severally and unconditionally
guarantee the borrowers obligations under the 2006 Credit
Facility, subject to customary exceptions for transactions of
this type. The borrowers and guarantors obligations
under the 2006 Credit Facility are secured by first priority
liens, subject to customary restrictions, on Neenahs and
the guarantors accounts receivable, inventories, casting
patterns and core boxes, business interruption insurance
policies, certain inter-company loans, cash and deposit accounts
and related assets, subject to certain exceptions, and any
proceeds of the foregoing, and by second priority liens (junior
to the liens securing the
91/2% Notes)
on substantially all of our and the guarantors remaining
assets. The
91/2% Notes
discussed below, and the guarantees in respect thereof, are
equal in right of payment to the 2006 Credit Facility, and the
guarantees in respect thereof.
The 2006 Credit Facility requires Neenah to prepay outstanding
principal amounts upon certain asset sales, upon certain equity
offerings, and under certain other circumstances. It also
requires us to observe certain customary conditions, affirmative
covenants and negative covenants including springing
financial covenants that require us to satisfy a trailing four
quarter minimum fixed charge coverage ratio of 1.0x if our
unused availability is less than $15.0 million for any
period of three consecutive business days during a fiscal
quarter. Non-compliance with the covenants could result in the
requirement to immediately repay all amounts outstanding under
the 2006 Credit Facility and cause a cross default under our
outstanding notes, which could have a material adverse effect on
our results of operations, financial position and cash flow. The
2006 Credit Facility also contains events of default customary
for these types of facilities, including, without limitation,
payment defaults, material misrepresentations, covenant
defaults, bankruptcy and certain changes of ownership or control
of us, Neenah, or NFC. We are prohibited from paying dividends,
with certain limited exceptions, and are restricted to a maximum
yearly stock repurchase of $1.0 million.
Following the payment of interest on the
91/2% Notes
on July 1, 2009, our unused availability remained below the
$15.0 million threshold for three business days during the
fourth quarter of fiscal 2009. As a result, we are required to
measure the minimum fixed charge coverage ratio set forth in its
2006 Credit Facility, which was not satisfied for the period
ending September 30, 2009, and were required to obtain
additional financing or an amendment or waiver under the 2006
Credit Facility in order to avoid a covenant default. We have
engaged a third party financial advisor to assist in enhancing
our liquidity position. As of September 30, 2009, our
borrowing base was $60.8 million and outstanding borrowings
were $55.2 million. Therefore, our unused availability was
$5.6 million.
91/2% Notes. The
$225.0 million of outstanding
91/2% Notes
will mature on January 1, 2017. The
91/2% Notes
are fully and unconditionally guaranteed by our existing and
certain future direct and indirect wholly owned domestic
restricted subsidiaries. The
91/2% Notes
and the guarantees are secured by first-priority liens on
substantially all of Neenahs and the guarantors
assets (other than accounts receivable, inventory, casting
patterns and core boxes, business interruption insurance
policies, certain inter-company loans, cash and deposit accounts
and related assets, subject to certain exceptions, and any
proceeds of the foregoing) and by second-priority liens,
36
junior to the liens for the benefit of the lenders under the
2006 Credit Facility, on Neenahs and the guarantors
accounts receivable, inventory, casting patterns and core boxes,
business interruption insurance policies, certain inter-company
loans, cash and deposit accounts and related assets, subject to
certain exceptions, and any proceeds of the foregoing. Interest
on the
91/2% Notes
is payable on a semi-annual basis. Subject to the restrictions
in the 2006 Credit Facility, the
91/2% Notes
are redeemable at our option in whole or in part at any time on
or after January 1, 2012, at the redemption price specified
in the indenture governing the
91/2% Notes
(104.750% of the principal amount redeemed beginning
January 1, 2012, 103.167% beginning January 1, 2013,
101.583% beginning January 1, 2014 and 100.000% beginning
January 1, 2015 and thereafter), plus accrued and unpaid
interest up to the redemption date. Subject to certain
conditions, until January 1, 2010, we also have the right
to redeem up to 35% of the
91/2% Notes
with the proceeds of one or more equity offerings at a
redemption price equal to 109.500% of the face amount thereof
plus accrued and unpaid interest. Upon the occurrence of a
change of control as defined in the indenture
governing the notes, Neenah is required to make an offer to
purchase the
91/2% Notes
at 101.000% of the outstanding principal amount thereof, plus
accrued and unpaid interest up to the purchase date. The
91/2% Notes
contain customary covenants typical for this type of financing,
such as limitations on (1) indebtedness,
(2) restricted payments, (3) liens,
(4) distributions from restricted subsidiaries,
(5) sales of assets, (6) affiliate transactions,
(7) mergers and consolidations and (8) lines of
business. The
91/2% Notes
also contain customary events of default typical for this type
of financing, such as (1) failure to pay principal
and/or
interest when due, (2) failure to observe covenants,
(3) certain events of bankruptcy, (4) the rendering of
certain judgments or (5) the loss of any guarantee.
121/2% Notes. The
$75.0 million of Neenahs outstanding
121/2% Notes
mature on September 30, 2013. The
121/2% Notes
were issued to Tontine in exchange for an equal principal amount
of Neenahs 13% Notes that were then held by Tontine.
The obligations under the
121/2% Notes
are senior to Neenahs subordinated unsecured indebtedness,
if any, and are subordinate to the 2006 Credit Facility and the
91/2% Notes.
Interest on the
121/2% Notes
is payable on a semi-annual basis. Not less than 5%
(500 basis points) of the interest on the
121/2% Notes
must be paid in cash and the remainder (up to
71/2%
or 750 basis points) of the interest may be deferred at our
option. We must pay interest on any interest so deferred at a
rate of
121/2%
per annum. Neenah elected to defer the payment of
71/2%
of the interest due on the
121/2% Notes
with respect to the January 1, 2009 interest payment date
(representing a deferral of an interest payment of approximately
$2.8 million). On July 1, 2009, Neenah entered into an
agreement with Tontine to defer the entire semi-annual interest
payment on the
121/2% Notes
(representing a deferral of an interest payment of approximately
$4.7 million and interest on the previously deferred
interest payment in the amount of $0.2 million) due on
July 1, 2009. Neenahs obligations under the
121/2% Notes
are guaranteed on an unsecured basis by each of Neenahs
wholly owned subsidiaries. Subject to the restrictions in the
2006 Credit Facility and in the indenture for the
91/2% Notes,
the
121/2% Notes
are redeemable at our option in whole or in part at any time,
with not less than 30 days nor more than 60 days
notice, at 100.000% of the principal amount thereof, plus
accrued and unpaid interest up to the redemption date. Upon the
occurrence of a change of control, Neenah is
required to make an offer to purchase the
121/2% Notes
at 101.000% of the outstanding principal amount thereof, plus
accrued and unpaid interest up to the purchase date. The
121/2% Notes
contain customary covenants typical for this type of financing,
such as limitations on (1) indebtedness,
(2) restricted payments, (3) liens,
(4) distributions from restricted subsidiaries,
(5) sales of assets, (6) affiliate transactions,
(7) mergers and consolidations and (8) lines of
business. The
121/2% Notes
also contain customary events of default typical for this type
of financing, such as (1) failure to pay principal
and/or
interest when due, (2) failure to observe covenants,
(3) certain events of bankruptcy, (4) the rendering of
certain judgments or (5) the loss of any guarantee.
Under the capital structure resulting from the Refinancing
Transactions, we currently have no principal amortization
requirements. We have been using cash flow from operations and a
portion of our unused availability under the 2006 Credit
Facility to fund the new mold line described above under
Recent Developments.
For the fiscal years ended September 30, 2009 and 2008,
capital expenditures were $13.4 million and
$44.6 million, respectively. The level of capital
expenditures for the year ended September 30, 2009 includes
$3.6 million for the second phase of the new mold line at
the Neenah location described above under Recent
Developments, as well as normal capital expenditures
necessary to maintain equipment and facilities. Capital
expenditures for the year ended September 30, 2008 included
$18.8 million (including capitalized interest of
$1.2 million) for the new mold line at the Neenah location
described above under Recent Developments, as well
as normal capital expenditures necessary to maintain equipment
and facilities.
37
The net cash provided by operating activities during the year
ended September 30, 2009 was $16.7 million, an
increase of $9.4 million over net cash of $7.3 million
provided by operating activities during the year ended
September 30, 2008. The increase in cash provided by
operating activities was primarily due to the sale of inventory
and collection of receivables at facilities no longer in
operation partially offset by changes in other working capital
accounts.
Future Liquidity and Capital Needs. We are
significantly leveraged. As of September 30, 2009, our
outstanding indebtedness consisted of $225.0 million of
outstanding
91/2% Notes,
$1.6 million of capital lease obligations,
$82.5 million of outstanding
121/2% Notes
and $55.2 million of borrowings outstanding under the 2006
Credit Facility. Our ability to meet debt obligations will
depend upon future operating performance which will be affected
by many factors, some of which are beyond our control, and the
results of our efforts to enhance our liquidity position. We
expect that our primary sources of liquidity in the future will
be cash flow from operations and borrowings on the remaining
availability under the 2006 Credit Facility. However, recent
trends impacting our performance, including a decline in our
sales volumes in all markets, and the overall decline in the
credit markets and ensuing economic uncertainty continue to
adversely affect our financial results. These trends have put
additional pressure on our ability to maintain availability
under our 2006 Credit Facility as well as meet the relevant
financial covenant, if and when applicable. As described above,
on November 10, 2009, we entered into the Forbearance
Agreement, pursuant to which the lenders under the 2006 Credit
Facility agreed to, among other things, forbear from exercising
certain of the lenders rights and remedies in respect of
or arising out of certain specified defaults that had occurred
as of November 10, 2009 and that were expected to occur
during the effective period of the Forbearance Agreement,
including Neenahs anticipated failure to satisfy its
minimum fixed charge coverage ratio under the 2006 Credit
Facility for the 2009 fiscal year. Effective as of
December 23, 2009, the Borrowers entered into the
Forbearance Extension with the Lenders, pursuant to which the
Lenders agreed to, among other things, waive certain additional
specified defaults and extend the expiration date of the
Forbearance Agreement until the earlier of January 15, 2010
or certain triggering events described above in Liquidity
and Debt Instruments. In addition, we have not made the
interest payments due January 1, 2010 on our
91/2% Notes
and
121/2% Notes
and may not be able to make such payments prior to the
expiration of the applicable grace period.
A breach of a covenant or failure to make interest payments when
due under any of our outstanding debt instruments could result
in a default under such instrument and potentially a
cross-default under other instruments. If an event of default
arises, our lenders or noteholders could cause all amounts
borrowed under these instruments to be due and payable
immediately and the lenders under the 2006 Credit Facility could
terminate their commitments to lend. We do not currently have
cash available to satisfy these obligations if they were to be
accelerated. We are exploring various strategic and
restructuring alternatives, including a restructuring of our
outstanding indebtedness, and have engaged a third party
financial advisor. If we are unable to generate increased cash
flows through improvements in the operation of our business
and/or
successfully restructure our indebtedness, we may be unable to
continue as a going concern
and/or may
be compelled to file voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code. In
addition, under certain circumstances, our creditors may file an
involuntary petition for bankruptcy against us.
OFF-BALANCE
SHEET ARRANGEMENTS
None.
38
CONTRACTUAL
OBLIGATIONS
The following table includes our significant contractual
obligations at September 30, 2009 (in millions):
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Less Than
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More Than
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Total
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1 Year
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1-3 Years
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3-5 Years
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5 Years
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Long-term debt
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$
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300.0
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$
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$
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$
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75.0
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$
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225.0
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Interest on long-term debt
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|
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208.3
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|
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38.9
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61.5
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|
54.5
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|
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53.4
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|
Revolving line of credit
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55.2
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55.2
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Interest and fees on revolving line of credit
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2.1
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2.1
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Capital leases
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1.6
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0.2
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0.5
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0.5
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0.4
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Operating leases
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5.8
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2.0
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2.6
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1.2
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New mold line commitments
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3.5
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3.5
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Total contractual obligations
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$
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576.5
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$
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101.9
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$
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64.6
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$
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131.2
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$
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278.8
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As of September 30, 2009, other than the new mold line
commitments listed above, which is the remaining portion
budgeted for the completion of Neenahs new mold line and
those commitments created in the ordinary course of business
related to inventory and property, plant and equipment, which
generally have terms of less than 90 days, we have no
material purchase obligations. We also have long-term
obligations related to our pension and post-retirement plans
which are discussed in detail in Note 11 of the Notes to
Consolidated Financial Statements. As of the most recent
actuarial measurement date, we anticipate making
$4.0 million of contributions to pension plans in fiscal
2010. Post-retirement medical claims are paid as they are
submitted and are anticipated to be $0.4 million in fiscal
2010.
CRITICAL
ACCOUNTING ESTIMATES
Critical accounting estimates are those that are, in
managements view, both very important to the portrayal of
our financial condition and results of operations and require
managements most difficult, subjective or complex
judgments, often as a result of the need to make estimates about
the effect of matters that are inherently uncertain.
Future events and their effects cannot be determined with
absolute certainty. The determination of estimates, therefore,
requires the exercise of judgment. Actual results may differ
from those estimates, and such differences may be material to
the financial statements. Our accounting policies are more fully
described in Note 2 in the Notes to Consolidated Financial
Statements.
We believe that the most significant accounting estimates
inherent in the preparation of our financial statements include
estimates associated with the evaluation of the recoverability
of certain assets including intangible assets other than
goodwill and property, plant and equipment as well as those
estimates used in the determination of reserves related to the
allowance for doubtful accounts, inventory obsolescence, workers
compensation, pensions and other post-retirement benefits and
valuation allowances related to certain deferred tax assets.
Various assumptions and other factors underlie the determination
of these significant estimates. In addition to assumptions
regarding general economic conditions, the process of
determining significant estimates is fact-specific and accounts
for such factors as historical experience, product mix and, in
some cases, actuarial techniques. We constantly reevaluate these
significant factors and make adjustments where facts and
circumstances necessitate. Historically, our actual results have
not significantly deviated from those determined using the
estimates described above.
We believe the following critical accounting estimates affect
our more significant judgments and estimates used in the
preparation of our consolidated financial statements:
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Defined-Benefit Pension Plans. We account for
Neenahs defined benefit pension plans in accordance with
Statement of Financial Accounting Standards No. 158
Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of FASB Statement
No. 87, 88, 106 and 132(R) (SFAS 158) (FASB
Accounting Standards Codification (ASC) Topic 715), which
requires that amounts recognized in financial statements be
determined on an actuarial basis. The most significant element
in determining our pension expense in accordance with formerly
SFAS 158 is the expected return on plan assets. We have
assumed that
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39
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the expected long-term rate of return on plan assets will be
7.00% to 8.50%, depending on the plan. Over the long term, the
rate of return on our pension plan assets has approximated these
rates; therefore, we believe that our assumption of future
returns is reasonable. The plan assets, however, have earned a
rate of return substantially less than these rates in the last
three years. Should this trend continue, our future pension
expense would likely increase. At the measurement date, we
determine the discount rate to be used to discount plan
liabilities. We develop this rate with the assistance of our
actuary using the Citigroup Pension Liability Curve and Index.
We developed a level equivalent yield using the expected cash
flows from the pension plans based on the September 30,
2009 Citigroup Pension Discount Curve and Index. This level
equivalent yield was 5.56% at September 30, 2009. The
Citigroup Pension Liability Curve and Index are published on the
Society of Actuaries website along with a background paper on
this interest rate curve. Based on these analyses, we have
established our discount rate assumption for determination of
the projected benefit obligation of the pension plans at 5.50%,
based on a June 30, 2009 measurement date. Changes in
discount rates over the past few years have not materially
affected our pension expense. The net effect of changes in this
rate, as well as other changes in actuarial assumptions and
experience, has been deferred as allowed by formerly
SFAS 158.
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Other Postretirement Benefits. Neenah provides
retiree health benefits to qualified employees under an unfunded
plan. We use various actuarial assumptions including the
discount rate and the expected trend in health care costs and
benefit obligations for our retiree health plan. We used a
discount rate of 5.50% in fiscal 2009. In 2009, our assumed
healthcare cost trend rate was 8.5% decreasing gradually to 5.0%
in 2016 and then remaining at that level thereafter. Changes in
these rates could materially affect our future operating results
and net worth. A one percentage point change in the healthcare
cost trend rate would have the following effect (in thousands):
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1% Increase
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1% Decrease
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Effect on total of service cost and interest cost
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$
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197
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$
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(156
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)
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Effect on postretirement benefit obligation
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2,029
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(1,606
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)
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Recent
Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board
(FASB) issued SFAS 158, Employers Accounting
for Defined Benefit Pension and Other Postretirement Plans
(SFAS 158) (ASC Topic 715) which requires employers
that sponsor defined benefit pension and postretirement benefit
plans to recognize previously unrecognized actuarial losses and
prior service costs in the statement of financial position and
to recognize future changes in these amounts in the year in
which changes occur through comprehensive income. As a result,
the balance sheet will reflect the funded status of those plans
as an asset or liability. Additionally, employers are required
to measure the funded status of a plan as of the date of its
year-end statement of financial position and provide additional
disclosures. On September 30, 2007, the Company adopted the
provisions of formerly SFAS 158 by recognizing the funded
status of its defined benefit pension and postretirement benefit
plans in the balance sheet. In addition, the Company was
required to measure the plan assets and benefit obligations as
of the date of the year-end balance sheet on September 30,
2009. See Note 11 of the Notes to Consolidated Financial
Statements for further discussion and disclosures of the effect
of adopting formerly SFAS 158 on the Companys
consolidated financial statements and notes thereto.
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements (SFAS 157) (ASC Topic
820). SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting
principles, and expands disclosures about fair value
measurements. The Company adopted formerly SFAS 157
effective October 1, 2008. The adoption of formerly
SFAS 157 did not have a significant impact on our results
of operations or financial position.
In February 2007, the FASB issued SFAS No. 159,
The Fair Value Option for Financial Assets and Financial
Liabilities, including an amendment of FASB Statement
No. 115 (SFAS 159) (ASC Topic 825).
SFAS 159 permits companies to choose to measure many
financial instruments and certain other items at fair value that
are not currently required to be measured at fair value and
establishes presentation and disclosure requirements designed to
facilitate comparisons between companies that choose different
measurement attributes for similar types of assets
40
and liabilities. The Company adopted formerly SFAS 159
effective October 1, 2008. The adoption of formerly
SFAS 159 did not have a significant impact on our results
of operations or financial position.
In December 2007, the FASB issued SFAS No. 141
(revised 2007), Business Combinations
(SFAS 141R) (ASC Topic 805). SFAS No. 141R
replaces SFAS No. 141, Business
Combinations, and applies to all transaction or other
events in which an entity obtains control of one or more
businesses and combinations achieved without the transfer of
consideration. This statement is effective for fiscal years
beginning on or after December 15, 2008. We do not
anticipate this pronouncement will have a significant impact on
our results of operations or financial position.
In April 2008, the FASB issued FSP
FAS 142-3,
Determination of the Useful Life of Intangible
Assets
(FSP 142-3)
(ASC Topic 350).
FSP 142-3
amends the factors to be considered in determining the useful
life of intangible assets. Its intent is to improve the
consistency between the useful life of an intangible asset and
the period of expected cash flows used to measure its fair value
by allowing an entity to consider its own historical experience
in renewing or extending the useful life of a recognized
intangible asset. Formerly
FSP 142-3
is effective for fiscal years beginning after December 15,
2008. The Company is currently evaluating the effects that
formerly
FSP 142-3
may have on its financial statements.
In December 2008, the FASB issued FSP FAS 132(R)-1,
Employers Disclosures about Postretirement Benefit
Plan Assets (FSP 132(R)-1) (ASC Topic 715), as an
amendment to formerly SFAS No. 132 (revised 2003), to
require additional disclosures about assets held in an
employers pension and other postretirement benefit plans.
Formerly FSP 132(R)-1 is effective for fiscal years ending
after December 15, 2009. The Company is currently
evaluating the effects that FSP 132(R)-1 may have on its
financial statements.
In May 2009, the FASB issued SFAS No. 165,
Subsequent Events (SFAS 165) (ASC Topic 855).
This statement provides disclosure requirements regarding
subsequent events. The adoption of formerly SFAS 165 did
not have a material impact on the Companys results of
operations and financial condition. See Note 8 to the
consolidated financial statements for further information
In June 2009, the FASB issued SFAS No. 168, The
FASB Accounting Standards CodificationTM and the Hierarchy of
Generally Accepted Accounting Principles a
replacement of SFAS No. 162 (SFAS 168). Formerly
SFAS 168 establishes the FASB Accounting Standards
CodificationTM (Codification) as the single source
of authoritative U.S. GAAP recognized by the FASB to be
applied by nongovernmental entities in the preparation of
financial statements in conformity with U.S. GAAP. Rules
and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative U.S. GAAP
for SEC registrants. Formerly SFAS 168 and the Codification
are effective for financial statements issued for interim and
annual periods ending after September 15, 2009. The
Codification supersedes all existing non-SEC accounting and
reporting standards. All other non-grandfathered non-SEC
accounting literature not included in the Codification is deemed
non-authoritative. Following formerly SFAS 168, the FASB
will not issue new standards in the form of Statements, FASB
Staff Positions, or Emerging Issues Task Force Abstracts.
Instead, the FASB will issue Accounting Standards Updates, which
will serve only to: (a) update the Codification;
(b) provide background information about the guidance; and
(c) provide the bases for conclusions on the change(s) in
the Codification. Amendments to the Codification are made by
issuing a FASB Accounting Standards Update that will
display an issue date expressed as the year with number
sequence. The adoption of this standard and the codification is
not expected to have a material effect on the Companys
financial position or results of operations or cash flows.
|
|
Item 7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
We are exposed to market risk related to changes in interest
rates. We do not use derivative financial instruments for
speculative or trading purposes.
Interest Rate Sensitivity. Although the
91/2% Notes
and
121/2% Notes
are subject to fixed interest rates, our earnings are affected
by changes in short-term interest rates as a result of our
borrowings under the 2006 Credit Facility. As of
September 30, 2009, the Company had $55.2 million
outstanding under the 2006 Credit Facility. If market interest
rates for such borrowings increase or decrease by 1%, the
Companys interest expense would increase or decrease by
approximately $0.6 million. This analysis does not consider
the effects of changes in the level of overall economic activity
that could occur due to interest rate changes. Further, in the
event of an upward
41
change of such magnitude, management could take actions to
further mitigate its exposure to the change. However, due to the
uncertainty of the specific actions that would be taken and
their possible effects, the sensitivity analysis assumes no
changes in the Companys financial structure.
|
|
Item 8.
|
Financial
Statements and Supplementary Data
|
The financial statements and schedules are listed in
Part IV Item 15 of this Annual Report on
Form 10-K
and are incorporated by reference in this Item 8.
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
None.
|
|
Item 9A(T).
|
Controls
and Procedures
|
Disclosure Controls and Procedures. NEIs
and Neenahs management, with the participation of the
Chief Executive Officer and the Chief Financial Officer, have
evaluated the effectiveness of the NEIs and Neenahs
disclosure controls and procedures (as defined in
Rules 13a-15(e)
and
15d-15(e)
under the Securities Exchange Act of 1934, as amended (the
Exchange Act)) as of the end of the period covered
by this report. Based upon such evaluation, the Chief Executive
Officer and the Chief Financial Officer have concluded that, as
of the end of such period, NEIs and Neenahs
disclosure controls and procedures are effective (i) in
recording, processing, summarizing and reporting, on a timely
basis, information required to be disclosed by NEI and Neenah in
the reports that NEI and Neenah file or submit under the
Exchange Act and (ii) to ensure that information required
to be disclosed in the reports that NEI and Neenah file or
submit under the Exchange Act is accumulated and communicated to
NEIs and Neenahs management, including the Chief
Executive Officer and Chief Financial Officer, to allow timely
decisions regarding required disclosure.
Managements Report on Internal Control Over Financial
Reporting. Our management is responsible for
establishing and maintaining adequate internal control over
financial reporting, as defined under Exchange Act
Rules 13a-15(f)
and
15d-15(f).
Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of
America.
Internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the Companys
assets, (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that the Companys receipts and
expenditures are being made only in accordance with
authorizations of the Companys management and directors
and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or
disposition of the Companys assets that could have a
material effect on the financial statements.
Management assessed the effectiveness of our internal control
over financial reporting as of September 30, 2009. In
making this assessment, management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control Integrated
Framework. Managements assessment included an
evaluation of the design of the Companys internal control
over financial reporting and testing of the operational
effectiveness of its internal control over financial reporting.
Management reviewed the results of its assessment with the Audit
Committee of our Board of Directors. Based on this assessment,
NEIs and Neenahs management has concluded that, as
of September 30, 2009, NEIs and Neenahs
internal control over financial reporting was effective based on
that framework.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of the effectiveness to
future periods are subject to the risk that the controls may
become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.
42
This annual report does not include an attestation report of
NEIs and Neenahs independent registered public
accounting firm regarding internal control over financial
reporting. Managements report was not subject to
attestation by NEIs and Neenahs independent
registered public accounting firm pursuant to temporary rules of
the SEC that permit NEI and Neenah to provide only
managements report in this annual report.
Internal Control Over Financial
Reporting. There have not been any changes in
NEIs and Neenahs internal control over financial
reporting (as such term is defined in
Rules 13a-15(f)
and
15d-15(f)
under the Exchange Act) during the last fiscal quarter that have
materially affected, or are reasonably likely to materially
affect, NEIs and Neenahs internal control over
financial reporting.
|
|
Item 9B.
|
Other
Information
|
None.
PART III
|
|
Item 10.
|
Directors,
Executive Officers and Corporate Governance
|
The information called for by Item 10 of
Form 10-K
with respect to directors, executive officers and the audit
committee is incorporated herein by reference to such
information included in NEIs Proxy Statement for the 2010
Annual Meeting of Stockholders to be held (the 2010 Annual
Meeting Proxy Statement), under the captions
Proposal 1: Election of Directors Terms
Expiring in 2011, and Section 16(a) Beneficial
Ownership Reporting Compliance, and to the information
under the caption Executive Officers of the
Registrant in Part I hereof. Additionally, the
information included in the 2010 Annual Meeting Proxy Statement
under the caption Corporate Governance is
incorporated herein by reference.
|
|
Item 11.
|
Executive
Compensation
|
The information called for by Item 11 of
Form 10-K
is incorporated herein by reference to such information included
in the 2010 Annual Meeting Proxy Statement under the captions
Compensation Discussion and Analysis,
Compensation Committee Report, Executive
Compensation Tables and Supporting Information,
Potential Payments Upon Termination or
Change-In-Control,
and Director Compensation.
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
The information called for by Item 12 of
Form 10-K
is incorporated herein by reference to such information included
in the 2010 Annual Meeting Proxy Statement under the captions
Security Ownership of Certain Beneficial Owners and
Management and Equity Compensation Plan
Information.
|
|
Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
The information called for by Item 13 of
Form 10-K
is incorporated herein by reference to such information included
in the 2010 Annual Meeting Proxy Statement under the captions
Certain Relationships and Related Transactions and
Corporate Governance Director
Independence.
|
|
Item 14.
|
Principal
Accountant Fees and Services
|
The information called for by Item 14 of
Form 10-K
is incorporated herein by reference to such information included
in the 2010 Annual Meeting Proxy Statement under the caption
Independent Registered Public Accounting Firms Fees
and Services.
43
PART IV
|
|
Item 15.
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
Schedules I, III, IV, and V are omitted since they are
not applicable or not required under the rules of
Regulation S-X.
(3) Exhibits
See (b) below
(b) Exhibits
See the Exhibit Index following the signature page of this
report, which is incorporated herein by reference. Each
management contract and compensatory plan or arrangement
required to be filed as an exhibit to this report is identified
in the Exhibit Index by an asterisk following its exhibit
number.
(c) Financial Statements Excluded From Annual Report to
Shareholders
Not Applicable
44
Report of
Independent Registered Public Accounting Firm
The Board of Directors
Neenah Enterprises, Inc.
We have audited the accompanying consolidated balance sheets of
Neenah Enterprises, Inc. and Subsidiaries (the Company) as of
September 30, 2009 and 2008, and the related consolidated
statements of operations, changes in stockholders equity
and cash flows for each of the three years in the period ended
September 30, 2009. These financial statements are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. We were not engaged to perform an
audit of the Companys internal control over financial
reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of
the Companys internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of the Company at September 30, 2009 and
2008, and the consolidated results of its operations and its
cash flows for each of the three years in the period ended
September 30, 2009, in conformity with U.S. generally
accepted accounting principles.
As discussed in Note 2 to the consolidated financial
statements, the Companys recurring losses and lack of
liquidity raise substantial doubt about its ability to continue
as a going concern. Managements plans as to these matters
also are described in Note 2. The 2009 financial statements
do not include any adjustments that might result from the
outcome of this uncertainty.
As discussed in Notes 11 and 10 to the consolidated
financial statements, on September 30, 2007 and on
September 30, 2009, the Company changed its method of
accounting for pension and postretirement healthcare benefits
and on October 1, 2007, the Company changed its method of
accounting for uncertainty in income taxes, respectively.
/s/ Ernst &
Young LLP
Milwaukee, Wisconsin
January 13, 2010
45
Neenah
Enterprises, Inc.
|
|
|
|
|
|
|
|
|
|
|
September 30
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands, except share and per share data)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
|
|
|
$
|
|
|
Accounts receivable, less allowance for doubtful accounts of
$1,900 in 2009 and $2,828 in 2008
|
|
|
47,808
|
|
|
|
92,489
|
|
Inventories
|
|
|
45,431
|
|
|
|
71,015
|
|
Assets held for sale
|
|
|
2,960
|
|
|
|
|
|
Refundable income taxes
|
|
|
|
|
|
|
7,363
|
|
Deferred income taxes
|
|
|
|
|
|
|
4,610
|
|
Other current assets
|
|
|
3,209
|
|
|
|
4,486
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
99,408
|
|
|
|
179,963
|
|
Property, plant and equipment:
|
|
|
|
|
|
|
|
|
Land
|
|
|
4,573
|
|
|
|
7,706
|
|
Buildings and improvements
|
|
|
26,274
|
|
|
|
34,420
|
|
Machinery and equipment
|
|
|
153,754
|
|
|
|
162,558
|
|
Patterns
|
|
|
17,403
|
|
|
|
16,205
|
|
Construction in progress
|
|
|
4,793
|
|
|
|
1,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
206,797
|
|
|
|
222,868
|
|
Less accumulated depreciation
|
|
|
67,529
|
|
|
|
62,628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
139,268
|
|
|
|
160,240
|
|
Deferred financing costs, net of accumulated amortization of
$1,257 in 2009 and $800 in 2008
|
|
|
2,543
|
|
|
|
3,000
|
|
Identifiable intangible assets, net of accumulated amortization
of $44,130 in 2009 and $35,629 in 2008
|
|
|
39,717
|
|
|
|
48,218
|
|
Goodwill
|
|
|
|
|
|
|
88,136
|
|
Other assets
|
|
|
5,675
|
|
|
|
6,942
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,935
|
|
|
|
146,296
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
286,611
|
|
|
$
|
486,499
|
|
|
|
|
|
|
|
|
|
|
46
Neenah
Enterprises, Inc.
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
September 30
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands, except
|
|
|
|
share and per share data)
|
|
|
Liabilities and stockholders equity
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
16,362
|
|
|
$
|
39,452
|
|
Accrued wages and employee benefits
|
|
|
9,963
|
|
|
|
12,525
|
|
Accrued interest
|
|
|
5,449
|
|
|
|
5,572
|
|
Accrued interest related party
|
|
|
10,254
|
|
|
|
2,344
|
|
Other accrued liabilities
|
|
|
4,277
|
|
|
|
2,669
|
|
Current portion of long-term debt
|
|
|
55,159
|
|
|
|
59,683
|
|
Current portion of capital lease obligations
|
|
|
58
|
|
|
|
71
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
101,522
|
|
|
|
122,316
|
|
Long-term debt
|
|
|
225,000
|
|
|
|
225,000
|
|
Long-term debt related party
|
|
|
75,000
|
|
|
|
75,000
|
|
Capital lease obligations
|
|
|
1,524
|
|
|
|
400
|
|
Deferred income taxes
|
|
|
|
|
|
|
29,065
|
|
Postretirement benefit obligations
|
|
|
10,925
|
|
|
|
8,052
|
|
Pension benefit obligations
|
|
|
28,332
|
|
|
|
5,253
|
|
Other liabilities
|
|
|
6,794
|
|
|
|
6,369
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
449,097
|
|
|
|
471,455
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Stockholders equity (deficit):
|
|
|
|
|
|
|
|
|
Preferred stock, par value $0.01 per share; 1,000,000 shares
authorized, no shares issued and outstanding
|
|
|
|
|
|
|
|
|
Common stock, par value $0.01 per share; 35,000,000 shares
authorized, 15,385,622 and 14,625,326 issued and outstanding at
September 30, 2009 and 2008, respectively
|
|
|
154
|
|
|
|
146
|
|
Capital in excess of par value
|
|
|
6,203
|
|
|
|
6,132
|
|
Retained earnings (accumulated deficit)
|
|
|
(141,940
|
)
|
|
|
8,539
|
|
Accumulated other comprehensive income (loss)
|
|
|
(26,903
|
)
|
|
|
227
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity (deficit)
|
|
|
(162,486
|
)
|
|
|
15,044
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
286,611
|
|
|
$
|
486,499
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands, except share
|
|
|
|
and per share data)
|
|
|
Net sales
|
|
$
|
332,998
|
|
|
$
|
510,818
|
|
|
$
|
483,623
|
|
Cost of sales
|
|
|
337,646
|
|
|
|
449,773
|
|
|
|
408,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss)
|
|
|
(4,648
|
)
|
|
|
61,045
|
|
|
|
74,719
|
|
Selling, general and administrative expenses
|
|
|
34,288
|
|
|
|
38,895
|
|
|
|
38,119
|
|
Amortization of intangible assets
|
|
|
8,501
|
|
|
|
7,143
|
|
|
|
7,121
|
|
Goodwill impairment charge
|
|
|
88,136
|
|
|
|
|
|
|
|
|
|
Restructuring costs
|
|
|
4,148
|
|
|
|
|
|
|
|
|
|
Loss (gain) on disposal of property, plant and equipment
|
|
|
(109
|
)
|
|
|
(210
|
)
|
|
|
453
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(139,612
|
)
|
|
|
15,217
|
|
|
|
29,026
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(24,181
|
)
|
|
|
(23,094
|
)
|
|
|
(24,610
|
)
|
Interest expense related party
|
|
|
(9,785
|
)
|
|
|
(9,375
|
)
|
|
|
(7,090
|
)
|
Interest income
|
|
|
19
|
|
|
|
79
|
|
|
|
356
|
|
Debt refinancing costs
|
|
|
(803
|
)
|
|
|
|
|
|
|
(20,429
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(174,362
|
)
|
|
|
(17,173
|
)
|
|
|
(22,747
|
)
|
Income tax benefit
|
|
|
(24,419
|
)
|
|
|
(5,141
|
)
|
|
|
(8,819
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(149,943
|
)
|
|
$
|
(12,032
|
)
|
|
$
|
(13,928
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(10.14
|
)
|
|
$
|
(0.87
|
)
|
|
$
|
(1.31
|
)
|
Diluted
|
|
$
|
(10.14
|
)
|
|
$
|
(0.87
|
)
|
|
$
|
(1.31
|
)
|
See accompanying notes.
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
|
|
|
Comprehensive
|
|
|
|
|
|
|
Common
|
|
|
in Excess of
|
|
|
Retained
|
|
|
(Loss)
|
|
|
|
|
|
|
Stock
|
|
|
Par Value
|
|
|
Earnings
|
|
|
Income
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Balance at September 30, 2006
|
|
$
|
94
|
|
|
$
|
5,477
|
|
|
$
|
34,499
|
|
|
$
|
(842
|
)
|
|
$
|
39,228
|
|
Exercise of stock warrants for 4,227,844 shares of common
stock
|
|
|
43
|
|
|
|
168
|
|
|
|
|
|
|
|
|
|
|
|
211
|
|
Components of comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
(13,928
|
)
|
|
|
|
|
|
|
(13,928
|
)
|
Pension liability adjustment, net of tax effect of $561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
842
|
|
|
|
842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,086
|
)
|
Stock based compensation
|
|
|
|
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
41
|
|
Adjustment to initially apply SFAS 158, net of tax effect
of $2,764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,171
|
|
|
|
4,171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
|
137
|
|
|
|
5,686
|
|
|
|
20,571
|
|
|
|
4,171
|
|
|
|
30,565
|
|
Exercise of stock warrants for 952,562 shares of common
stock
|
|
|
9
|
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
47
|
|
Components of comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
(12,032
|
)
|
|
|
|
|
|
|
(12,032
|
)
|
Pension liability adjustment, net of tax effect of $(2,629)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,944
|
)
|
|
|
(3,944
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,976
|
)
|
Stock based compensation
|
|
|
|
|
|
|
408
|
|
|
|
|
|
|
|
|
|
|
|
408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2008
|
|
|
146
|
|
|
|
6,132
|
|
|
|
8,539
|
|
|
|
227
|
|
|
|
15,044
|
|
Impact of the adoption of the measurement date provisions of
SFAS 158 SFAS 158 net of tax effect of $0
|
|
|
|
|
|
|
|
|
|
|
(536
|
)
|
|
|
|
|
|
|
(536
|
)
|
Exercise of stock warrants for 750,000 shares of common
stock
|
|
|
8
|
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
38
|
|
Components of comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
(149,943
|
)
|
|
|
|
|
|
|
(149,943
|
)
|
Pension liability adjustment, net of tax effect of $0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27,130
|
)
|
|
|
(27,130
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(177,073
|
)
|
Stock based compensation
|
|
|
|
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2009
|
|
$
|
154
|
|
|
$
|
6,203
|
|
|
$
|
(141,940
|
)
|
|
$
|
(26,903
|
)
|
|
$
|
(162,486
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(149,943
|
)
|
|
$
|
(12,032
|
)
|
|
$
|
(13,928
|
)
|
Adjustments to reconcile net loss to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for obsolete inventories
|
|
|
4,926
|
|
|
|
67
|
|
|
|
669
|
|
Provision for bad debts
|
|
|
434
|
|
|
|
927
|
|
|
|
1,047
|
|
Depreciation
|
|
|
31,417
|
|
|
|
16,913
|
|
|
|
13,934
|
|
Goodwill impairment charge
|
|
|
88,136
|
|
|
|
|
|
|
|
|
|
Amortization of identifiable intangible assets
|
|
|
8,501
|
|
|
|
7,143
|
|
|
|
7,121
|
|
Amortization of deferred financing costs and discount on notes
|
|
|
457
|
|
|
|
457
|
|
|
|
862
|
|
Write-off of deferred financing costs and discount on notes
|
|
|
|
|
|
|
|
|
|
|
7,512
|
|
Loss(gain) on disposal of property, plant and equipment
|
|
|
(109
|
)
|
|
|
(210
|
)
|
|
|
453
|
|
Deferred income taxes
|
|
|
(17,092
|
)
|
|
|
2,091
|
|
|
|
(2,578
|
)
|
Stock based compensation expense
|
|
|
41
|
|
|
|
408
|
|
|
|
41
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
44,247
|
|
|
|
(11,505
|
)
|
|
|
3,029
|
|
Inventories
|
|
|
20,658
|
|
|
|
(6,325
|
)
|
|
|
(3,018
|
)
|
Accounts payable
|
|
|
(23,090
|
)
|
|
|
11,133
|
|
|
|
(2,002
|
)
|
Accrued liabilities
|
|
|
6,833
|
|
|
|
(3,455
|
)
|
|
|
(741
|
)
|
Postretirement benefit obligations
|
|
|
|
|
|
|
2,783
|
|
|
|
(245
|
)
|
Pension benefit obligations
|
|
|
(1,714
|
)
|
|
|
(3,544
|
)
|
|
|
(1,139
|
)
|
Other assets and liabilities
|
|
|
2,969
|
|
|
|
2,411
|
|
|
|
(5,837
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
16,671
|
|
|
|
7,262
|
|
|
|
5,180
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment
|
|
|
(13,431
|
)
|
|
|
(44,583
|
)
|
|
|
(48,733
|
)
|
Proceeds from sale of property, plant and equipment
|
|
|
135
|
|
|
|
56
|
|
|
|
88
|
|
Acquisition of business
|
|
|
|
|
|
|
(4,349
|
)
|
|
|
|
|
Other
|
|
|
|
|
|
|
(799
|
)
|
|
|
(277
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(13,296
|
)
|
|
|
(49,675
|
)
|
|
|
(48,922
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in revolver balance
|
|
|
(4,524
|
)
|
|
|
42,531
|
|
|
|
|
|
Proceeds from long-term debt
|
|
|
|
|
|
|
|
|
|
|
225,000
|
|
Proceeds from long-term debt related party
|
|
|
|
|
|
|
|
|
|
|
75,000
|
|
Payments on long-term debt and capital lease obligations
|
|
|
(63
|
)
|
|
|
(165
|
)
|
|
|
(253,579
|
)
|
Proceeds from new capital lease obligations
|
|
|
1,174
|
|
|
|
|
|
|
|
|
|
Debt issuance costs
|
|
|
|
|
|
|
|
|
|
|
(3,800
|
)
|
Proceeds from the exercise of stock warrants
|
|
|
38
|
|
|
|
47
|
|
|
|
211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(3,375
|
)
|
|
|
42,413
|
|
|
|
42,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash
|
|
|
|
|
|
|
|
|
|
|
(910
|
)
|
Cash at beginning of year
|
|
|
|
|
|
|
|
|
|
|
910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at end of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flows information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
26,160
|
|
|
$
|
32,267
|
|
|
$
|
29,898
|
|
Income taxes paid (received)
|
|
|
(7,030
|
)
|
|
|
(4,664
|
)
|
|
|
494
|
|
See accompanying notes.
50
|
|
1.
|
Organization
and Description of Business
|
Neenah Enterprises, Inc. (NEI) is a Delaware corporation which
has no business activity other than its ownership of NFC
Castings, Inc. NFC Castings, Inc has no business activity other
than its ownership of Neenah Foundry Company (Neenah). NEI,
alone or together with its subsidiaries as appropriate in the
context, is referred to as the Company. Neenah,
together with its subsidiaries, manufactures gray and ductile
iron castings and forged components for sale to industrial and
municipal customers. Industrial castings are custom-engineered
and are produced for customers in several industries, including
the medium and heavy-duty truck components, farm equipment,
heating, ventilation and air-conditioning industries. Municipal
castings include manhole covers and frames, storm sewer frames
and grates, tree grates and specialty castings for a variety of
applications and are sold principally to state and local
government entities, utilities and contractors. The
Companys sales generally are unsecured.
Neenah has the following subsidiaries, all of which are wholly
owned: Deeter Foundry, Inc. (Deeter); Mercer Forge Corporation
and subsidiaries (Mercer); Dalton Corporation and subsidiaries
(Dalton); Advanced Cast Products, Inc. and subsidiaries
(Advanced Cast Products); Gregg Industries, Inc. (Gregg); Neenah
Transport, Inc. (Transport), Morgans Welding, Inc.
(Morgans) and Cast Alloys, Inc. (Cast Alloys), which is
inactive. Deeter manufactures gray iron castings for the
municipal market and special application construction castings.
Mercer manufactures forged components for use in transportation,
railroad, mining and heavy industrial applications and
microalloy forgings for use by original equipment manufacturers
and industrial end users. Dalton manufactures gray iron castings
for refrigeration systems, air conditioners, heavy equipment,
engines, gear boxes, stationary transmissions, heavy-duty truck
transmissions and other automotive parts. Advanced Cast Products
manufactures ductile and malleable iron castings for use in
various industrial segments, including heavy truck, construction
equipment, railroad, mining and automotive. Prior to its closure
(as discussed in Note 3 to the consolidated financial
statements), Gregg manufactured gray and ductile iron castings
for industrial and commercial use. Transport is a common and
contract carrier licensed to operate in the continental United
States. The majority of Transports revenues are derived
from transport services provided to the Company. Morgans
fabricates steel frames and grates for the municipal market.
|
|
2.
|
Basis of
Presentation and Summary of Significant Accounting
Policies
|
Principles
of Consolidation
The consolidated financial statements include the accounts of
NEI and its subsidiaries. All intercompany transactions have
been eliminated in consolidation.
Going
Concern
The accompanying consolidated financial statements of the
Company were prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The realization of
assets and the satisfaction of liabilities in the normal course
of business are dependent on, among other things, the
Companys ability to operate profitably and to generate
positive cash flows from operations. The Company has suffered
recurring net losses and negative cash flows. The Company failed
to satisfy its minimum fixed charge coverage ratio under the
2006 Credit Facility with respect to its 2009 fiscal year. On
November 10, 2009, the borrowers under the 2006 Credit
Facility entered into a forbearance agreement with the lenders
of the 2006 Credit Facility. Pursuant to the forbearance
agreement, the lenders agreed to, among other things, forbear
from exercising certain of the lenders rights and remedies
in respect of or arising out of certain specified defaults that
had occurred as of November 10, 2009 and that are expected
to occur during the effective period of the forbearance
agreement. Effective December 23, 2009, the borrowers under the
2006 Credit Facility entered into an agreement pursuant to which
the lenders agreed to, among other things, waive certain
additional specified defaults and extend
51
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
the expiration date of the forbearance agreement to
January 15, 2010. In the event the lenders under the 2006
Credit Facility cause the amounts borrowed to become due and
immediately payable, the 9 1/2% Notes and 12 1/2% Notes would
also become due and immediately payable. In addition, Neenah has
not made the interest payments due January 1, 2010 on the 9 1/2%
Notes or 12 1/2% Notes, each of which is subject to an
applicable grace period. These matters raise substantial doubt
about the Companys ability to continue as a going concern.
The Company is pursuing various actions to improve its results
of operations, cash flows and financial position. These actions
include, but are not limited to, a restructuring of the
Companys Notes on terms that are more favorable to the
Company. The Company has engaged a third party financial advisor
to assist the Company in enhancing its liquidity position
and/or
restructuring its outstanding indebtedness. There can be no
assurance that any of the strategic alternatives being
considered by the Company will be successful or that the
Companys results of operations, cash flows and financial
position will improve.
Use of
Estimates
The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Accounts
Receivable
The Company evaluates the collectibility of its accounts
receivable based on a number of factors. For known
collectibility concerns, an allowance for doubtful accounts is
recorded based on the customers ability and likelihood to
pay based on managements review of the facts. For all
other accounts, the Company recognizes an allowance based on the
length of time the receivable is past due based on historical
experience. Adjustments to these estimates may be required if
the financial condition of the Companys customers were to
change. The Company does not require collateral or other
security on accounts receivable.
Inventories
Inventories at September 30, 2009 and 2008 are stated at
the lower of cost or market. The cost of inventories at Neenah
and Dalton is determined on the
last-in,
first-out (LIFO) method for substantially all inventories except
supplies, for which cost is determined on the
first-in,
first-out (FIFO) method. The cost of inventories at Deeter,
Mercer, Advanced Cast Products, Gregg and Morgans is
determined on the FIFO method. LIFO inventories comprised 40%
and 35% of total inventories at September 30, 2009 and
2008, respectively. If the FIFO method of inventory valuation
had been used by all companies, inventories would have been
approximately $13,875 and $20,495 higher than reported at
September 30, 2009 and 2008, respectively.
Assets
Held for Sale
Assets held for sale includes property and equipment at Gregg
with an estimated fair market value of $2,960.
Property,
Plant and Equipment
Property, plant and equipment acquired prior to
September 30, 2003 are stated at fair value, as required by
fresh start accounting. Additions to property, plant and
equipment subsequent to October 1, 2003 are stated at cost.
Depreciation is provided over the estimated useful lives (3 to
40 years) of the respective assets using the straight-line
method.
Capitalized
Interest
Interest is capitalized on the acquisition and construction of
long-term capital projects. Capitalized interest in fiscal 2008
and 2007 was $1,248 and $1,027, respectively. No interest was
capitalized in fiscal 2009.
52
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
Deferred
Financing Costs
Costs incurred to obtain long-term financing are amortized using
the effective interest method over the term of the related debt.
Identifiable
Intangible Assets
Identifiable intangible assets consist of customer lists,
tradenames and other and are amortized on a straight-line basis
over their estimated useful lives of 10 years,
40 years and 15 years, respectively.
Goodwill
In accordance with formerly SFAS No. 142,
Goodwill and Other Intangible Assets (SFAS 142)
(ASC Topic 350), the Company applies a fair value-based
impairment test to the net book value of goodwill on an annual
basis, and if certain events or circumstances indicate that an
impairment loss may have been incurred, on an interim basis. The
analysis of potential impairment of goodwill requires a two-step
process. The first step is the estimation of fair value of the
applicable reporting units. Estimated fair value is based on
management judgments and assumptions and those fair values are
compared with the aggregate carrying value of the reporting
units. If the reporting unit carrying amount is greater than the
fair value, then the second step must be completed to measure
the amount of impairment, if any.
The second step calculates the implied fair value of goodwill of
the reporting unit, which is compared to its carrying value. If
the implied fair value of goodwill is less than its carrying
value, an impairment loss is recognized equal to the difference.
During the second quarter of fiscal 2009, based on a combination
of factors indicating potential impairment of goodwill,
including deteriorating financial results from weakening
economic conditions, reduced operating activity, and increases
in the Companys weighted average cost of capital, the
Company performed an interim goodwill impairment test of each of
its reporting units with a goodwill balance. The fair value of
these reporting units was estimated based on a discounted
projection of future cash flows. The discount rate used in
determining discounted cash flows corresponded with the
Companys cost of capital, adjusted for risk where
appropriate. In determining the estimated future cash flows,
current and future levels of income were considered as well as
business trends and market conditions. The Company concluded
that the carrying amount of each reporting unit with a goodwill
balance was greater than their respective fair values.
The Company recognized a non-cash charge of $88,136 in the
second quarter of fiscal 2009 representing its best estimate of
goodwill impairment, which was confirmed by the results of the
second step analysis completed in the third quarter of fiscal
2009 with the assistance of a third party valuation firm.
The changes in the carrying amounts of segment goodwill for the
year ended September 30, 2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Castings
|
|
|
Other
|
|
|
Consolidated
|
|
|
Balance at September 30, 2008
|
|
$
|
86,699
|
|
|
$
|
1,437
|
|
|
$
|
88,136
|
|
Impairment charges
|
|
|
(86,699
|
)
|
|
|
(1,437
|
)
|
|
|
(88,136
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2009
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment
of Long-Lived Assets
Property, plant and equipment and identifiable intangible assets
are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be
recoverable. If the sum of the expected undiscounted cash flows
is less than the carrying value of the related asset or group of
assets, a loss is recognized for the difference between the fair
value and carrying value of the asset or group of assets. Such
analyses necessarily
53
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
involve significant judgment. Based on such analyses, in fiscal
2009, the Company recorded an impairment charge of $1,379
related to intangible assets at the Gregg Facility. There was no
impairment of long-lived assets recorded in fiscal 2008 or 2007.
Revenue
Recognition
Revenues are recognized when all of the following criteria are
met: persuasive evidence of an arrangement exists; delivery has
occurred and ownership has transferred to the customer; the
price to the customer is fixed and determinable; and
collectibility is reasonably assured. The Company meets these
criteria for revenue recognition upon shipment of product, which
corresponds with transfer of title.
Shipping
and Handling Costs
Shipping and handling costs billed to customers are recognized
within net sales. Shipping and handling costs are included in
cost of sales.
Advertising
Costs
Advertising costs are expensed as incurred. Advertising costs
were $542, $1,048 and $793 for the years ended
September 30, 2009, 2008 and 2007, respectively.
Income
Taxes
Deferred income taxes are provided for temporary differences
between the financial reporting and income tax basis of the
Companys assets and liabilities and are measured using
currently enacted tax rates and laws.
Financial
Instruments
The carrying value of the Companys financial instruments,
including accounts receivable, accounts payable, borrowings
under the revolving credit facility and capital lease
obligations approximates fair value. The fair value of
Neenahs
91/2% Notes,
based on quoted market prices, was approximately $191,250 at
September 30, 2009 compared to a carrying value of
$225,000. The Company has concluded that it is not practicable
to determine the fair value of Neenahs $75,000
121/2% Notes
because they were issued to a related party.
Comprehensive
Income/Loss
Comprehensive income/loss represents net income/loss plus any
gains or losses that, in accordance with U.S. generally
accepted accounting principles, are excluded from net
income/loss and recognized directly as a component of
stockholders equity.
Earnings
Per Share
Basic earnings (loss) per share is computed by dividing net
income (loss) by the weighted average number of shares of common
stock outstanding during the period. Dilutive earnings (loss)
per share is computed reflecting the potential dilutive effect
of share based awards and stock warrants under the treasury
stock method, which assumed the Company uses proceeds from the
exercise of share based awards and stock warrants to repurchase
the Companys common stock at the average market price
during the period. In applying the treasury stock method, the
market price for the Companys common stock was determined
based on observable market prices and valuation techniques.
54
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
The following table sets forth the computation of basic and
diluted earnings (loss) per share for the years ended September
30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) used in computing basic and diluted earnings per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(149,943
|
)
|
|
$
|
(12,032
|
)
|
|
$
|
(13,928
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per share
weighted-average common shares outstanding
|
|
|
14,792,826
|
|
|
|
13,860,634
|
|
|
|
10,663,274
|
|
Effect of dilutive securities employee stock
compensation plan
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities stock warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings per share adjusted
weighted-average shares outstanding
|
|
|
14,792,826
|
|
|
|
13,860,634
|
|
|
|
10,663,274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2009, stock warrants to purchase
863,669 shares of common stock, stock options to purchase
109,000 shares of common stock and 10,296 restricted stock
units were not included in the Companys computation of
dilutive securities because the effect would have been
anti-dilutive.
At September 30, 2008, stock warrants to purchase
1,584,669 shares of common stock, 25,000 shares of
non-vested restricted stock, stock options to purchase
123,000 shares of common stock and 10,296 restricted stock
units were not included in the Companys computation of
dilutive securities because the effect would have been
anti-dilutive.
At September 30, 2007, stock warrants to purchase
2,537,235 shares of common stock and 50,000 shares of
non-vested restricted stock were not included in the
Companys computation of dilutive securities because the
effect would have been anti-dilutive.
Stock
Based Compensation
Effective October 1, 2005, the Company adopted the fair
value recognition provisions of formerly SFAS 123(R) (ASC
Topic 718), Share-Based Payment, using the
prospective-transition method. Accordingly, the provisions of
formerly SFAS No. 123(R) are applied prospectively to
new awards and to awards modified, repurchased or cancelled
after the adoption date.
New
Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board
(FASB) issued SFAS No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement
Plans, an amendment of FASB Statements No. 87, 88, 106 and
132(R) (SFAS 158) (FASB Accounting Standards
Codification (ASC) Topic 715). SFAS 158 requires employers
that sponsor defined benefit pension and postretirement benefit
plans to recognize previously unrecognized actuarial losses and
prior service costs in the statement of financial position and
to recognize future changes in these amounts in the year in
which changes occur through comprehensive income. As a result,
the balance sheet will reflect the funded status of those plans
as an asset or liability. Additionally, employers are required
to measure the funded status of a plan as of the date of its
year-end statement of financial position and provide additional
disclosures. On September 30, 2007, the Company adopted the
provisions of formerly SFAS 158 by recognizing the funded
status of its defined benefit pension and postretirement benefit
plans in the balance sheet.
55
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
The measurement date provisions of formerly SFAS 158 were
adopted on September 30, 2009. See Note 11 to the
consolidated financial statements for further information.
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements (SFAS 157) (ASC Topic
820). SFAS 157 defines fair value, establishes a framework
for measuring fair value in U.S. generally accepted
accounting principles, and expands disclosures about fair value
measurements. The Company adopted formerly SFAS 157
effective October 1, 2008. The adoption of formerly
SFAS 157 did not have a significant impact on our results
of operations or financial position.
In February 2007, the FASB issued SFAS No. 159,
The Fair Value Option for Financial Assets and Financial
Liabilities, including an amendment of formerly FASB Statement
No. 115 (SFAS 159) (ASC Topic 825).
SFAS 159 permits companies to choose to measure many
financial instruments and certain other items at fair value that
are not currently required to be measured at fair value and
establishes presentation and disclosure requirements designed to
facilitate comparisons between companies that choose different
measurement attributes for similar types of assets and
liabilities. The Company adopted formerly SFAS 159
effective October 1, 2008. The adoption of formerly
SFAS 159 did not have a significant impact on our results
of operations or financial position.
In December 2007, the FASB issued SFAS No. 141
(revised 2007), Business Combinations (ASC Topic
805). SFAS No. 141 (revised 2007) replaces
SFAS No. 141, Business Combinations, and
applies to all transaction or other events in which an entity
obtains control of one or more businesses and combinations
achieved without the transfer of consideration. This statement
is effective for fiscal years beginning on or after
December 15, 2008. The Company does not anticipate this
pronouncement will have a significant impact on our results of
operations or financial position.
In April 2008, the FASB issued FSP
FAS 142-3,
Determination of the Useful Life of Intangible
Assets
(FSP 142-3)
(ASC Topic 350).
FSP 142-3
amends the factors to be considered in determining the useful
life of intangible assets. Its intent is to improve the
consistency between the useful life of an intangible asset and
the period of expected cash flows used to measure its fair value
by allowing an entity to consider its own historical experience
in renewing or extending the useful life of a recognized
intangible asset. Formerly
FSP 142-3
is effective for fiscal years beginning after December 15,
2008. The Company is currently evaluating the effects that
formerly
FSP 142-3
may have on its financial statements.
In December 2008, the FASB issued FSP FAS 132(R)-1,
Employers Disclosures about Postretirement Benefit
Plan Assets (FSP 132(R)-1) (ASC Topic 715), as an
amendment to formerly SFAS No. 132 (revised 2003), to
require additional disclosures about assets held in an
employers pension and other postretirement benefit plans.
Formerly FSP 132(R)-1 is effective for fiscal years ending
after December 15, 2009. The Company is currently
evaluating the effects that formerly FSP 132(R)-1 may have
on its financial statements.
In May 2009, the FASB issued Statement of Financial Accounting
Standards No. 165, Subsequent Events
(SFAS 165) (ASC Topic 855). This statement provides
disclosure requirements regarding subsequent events. On
June 30, 2009, the Company adopted formerly
SFAS No. 165. Other than the item already discussed
above in Liquidity and Debt Instruments, the
adoption of formerly SFAS 165 did not have a material
impact on the Companys results of operations and financial
condition.
In June 2009, the FASB issued SFAS No. 168, The
FASB Accounting Standards CodificationTM and the Hierarchy of
Generally Accepted Accounting Principles a
replacement of formerly SFAS No. 162 (SFAS 168).
SFAS 168 establishes the FASB Accounting Standards
CodificationTM (Codification) as the single source of
authoritative U.S. GAAP recognized by the FASB to be
applied by nongovernmental entities in the preparation of
financial statements in conformity with U.S. GAAP. Rules
and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative U.S. GAAP
for SEC registrants. SFAS 168 and the Codification are
effective for financial statements issued for interim and annual
periods ending after September 15, 2009. The Codification
supersedes all existing non-SEC accounting and reporting
standards. All other non-grandfathered non-SEC accounting
literature not included in the Codification is deemed
non-authoritative.
56
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
Following formerly SFAS 168, the FASB will not issue new
standards in the form of Statements, FASB Staff Positions, or
Emerging Issues Task Force Abstracts. Instead, the FASB will
issue Accounting Standards Updates, which will serve only to:
(a) update the Codification; (b) provide background
information about the guidance; and (c) provide the bases
for conclusions on the change(s) in the Codification. Amendments
to the Codification are made by issuing an FASB Accounting
Standards Update that will display an issue date expressed
as the year with number sequence. The adoption of this standard
and the Codification did not have an effect on the
Companys financial position or results of operations or
cash flows.
|
|
3.
|
Acquisition
and Divestitures
|
Morgans Welding. On August 5, 2008,
the Company purchased substantially all of the assets of
Morgans Welding, Inc. (Morgans), a steel fabricator
located in Pennsylvania, for a cash purchase price of $4,088. In
addition, the Company incurred $261 in direct costs related to
the acquisition and assumed $564 of current liabilities. The
purchase was financed through borrowings under the existing 2006
Credit Facility.
The purchase has been accounted for using the purchase method of
accounting and accordingly, the consolidated statements of
operations include the results of operations of Morgans
since the date of acquisition. The following table summarizes
the fair values of the assets and the liabilities assumed at the
date of acquisition:
|
|
|
|
|
Accounts receivable
|
|
$
|
827
|
|
Inventories
|
|
|
561
|
|
Other current assets
|
|
|
13
|
|
Property, plant and equipment
|
|
|
1,665
|
|
Identifiable intangible assets
|
|
|
410
|
|
Goodwill
|
|
|
1,437
|
|
Current liabilities
|
|
|
(564
|
)
|
|
|
|
|
|
|
|
$
|
4,349
|
|
|
|
|
|
|
Kendallville Closure. Due to pressures of the
overall weak economy and the particularly difficult economic
issues facing the foundry industry and manufacturing in general,
in December 2008, the Companys Board of Directors approved
the closure of the Companys Kendallville, Indiana,
manufacturing facility. The facility ceased production on
schedule in March, 2009, and the Company completed the plant
shutdown during fiscal 2009. The shutdown resulted in
258 employee terminations. During the year ended
September 30, 2009, the Company recorded charges of $2,528
for employee costs and $1,086 of other related costs in the
restructuring line item, along with $3,831 for higher than
normal depreciation and $3,625 to write down inventory and other
current assets to market value, net of recoveries, in the cost
of sales line item in the condensed consolidated statement of
operations. The Kendallville facility was included in the
Castings segment.
Gregg Closure. In February 2009, the
Companys Board of Directors also approved the closure of
the Companys Gregg Industries, Inc. facility. The plant,
located in El Monte, California, substantially ceased production
in late April 2009. The facilitys foundry operations were
closed during fiscal 2009 and its machining operations were
ceased in October 2009. During the year ended September 30,
2009, the Company recorded charges of $7,546 for higher than
normal depreciation and $740 to write down inventory to market
value, net of recoveries, which have been included in the cost
of sales line item in the accompanying condensed consolidated
statement of operations. The closure of the Gregg facility is
not expected to result in any material severance payments to
employees and the Company is currently evaluating the impact of
any other exit or closure related costs. The Gregg facility was
included in the Castings segment.
57
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
Inventories consisted of the following as of September 30:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Raw materials
|
|
$
|
5,497
|
|
|
$
|
9,899
|
|
Work in process and finished goods
|
|
|
27,046
|
|
|
|
43,901
|
|
Supplies
|
|
|
12,888
|
|
|
|
17,215
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
45,431
|
|
|
$
|
71,015
|
|
|
|
|
|
|
|
|
|
|
Identifiable intangible assets consisted of the following as of
September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer lists
|
|
$
|
67,150
|
|
|
$
|
40,217
|
|
|
$
|
67,150
|
|
|
$
|
33,515
|
|
Tradenames
|
|
|
16,542
|
|
|
|
3,851
|
|
|
|
16,542
|
|
|
|
2,063
|
|
Other
|
|
|
155
|
|
|
|
62
|
|
|
|
155
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
83,847
|
|
|
$
|
44,130
|
|
|
$
|
83,847
|
|
|
$
|
35,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company does not have any intangible assets deemed to have
indefinite lives. The Company expects to recognize amortization
expense of $7,102 in fiscal years 2010 through 2013 and expense
of $402 in fiscal 2014.
Long-term debt consisted of the following as of September 30:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
121/2% Senior
Subordinated Notes
|
|
$
|
75,000
|
|
|
$
|
75,000
|
|
91/2% Senior
Secured Notes
|
|
|
225,000
|
|
|
|
225,000
|
|
Revolving credit facility
|
|
|
55,159
|
|
|
|
59,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
355,159
|
|
|
|
359,683
|
|
Less current portion
|
|
|
55,159
|
|
|
|
59,683
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
|
|
|
|
|
|
|
|
|
On December 29, 2006, the Company repaid its outstanding
indebtedness under Neenahs then existing credit facility,
repurchased all $133,130 of Neenahs outstanding
11% Senior Secured Notes due 2010 through an issuer tender
offer, retired $75,000 of Neenahs outstanding
13% Senior Subordinated Notes due 2013 (the 13% Notes)
by exchanging them for $75,000 of new
121/2% Senior
Subordinated Notes due 2013 (the
121/2% Notes)
in a private transaction, and issued a notice to redeem the
remaining $25,000 of 13% Notes that remained outstanding
after the initial exchange. The remaining 13% Notes were
redeemed on February 2, 2007. To fund these payments and to
provide cash for capital expenditures, ongoing working capital
requirements and general corporate purposes, Neenah
(a) issued $225,000 of new
91/2% Senior
Secured Notes due 2017 (the
91/2% Notes)
and the $75,000 of
121/2% Notes
and (b) entered into an amended and restated revolving
credit facility (the 2006 Credit Facility). The
121/2% Notes
were issued in a related party transaction with a substantial
stockholder of the Company in exchange for 13% Notes held
by such stockholder.
58
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
The 2006 Credit Facility provides for borrowings in an amount up
to $110,000 and matures on December 31, 2011. Borrowings in
the amount of $55,159 were outstanding and Neenah had unused
availability of $5,659 under the 2006 Credit Facility as of
September 30, 2009. Availability under the 2006 Credit
Facility is subject to customary conditions and is limited by
the Companys borrowing base determined by the amount of
accounts receivable, inventory, casting patterns and core boxes.
Amounts under the 2006 Credit Facility may be borrowed, repaid
and reborrowed subject to the terms of the facility. The
interest rate on the 2006 Credit Facility is based on LIBOR
(2.00% at September 30, 2009) or prime (3.25% at
September 30, 2009) plus an applicable margin, based
upon Neenah meeting certain financial statistics. The
weighted-average interest rate on the outstanding borrowings
under the 2006 Credit Facility at September 30, 2009 was
2.28%, compared to 4.32% at September 30, 2008.
Substantially all of Neenahs wholly owned subsidiaries are
co-borrowers with Neenah under the 2006 Credit Facility. In
addition, NFC Castings, Inc. and the remaining wholly owned
subsidiaries of Neenah jointly, fully, severally and
unconditionally guarantee Neenahs obligations under the
2006 Credit Facility, subject to customary exceptions for
transactions of this type.
The borrowers and guarantors obligations under the
2006 Credit Facility are secured by first priority liens,
subject to customary restrictions, on Neenahs and the
guarantors accounts receivable, inventory, casting
patterns and core boxes, business interruption insurance
policies, certain inter-company loans, cash and deposit accounts
and related assets, subject to certain exceptions, and any
proceeds of the foregoing, and by second priority liens (junior
to the liens securing the
91/2% Notes)
on substantially all of our and the guarantors remaining
assets. The
91/2% Notes,
and the guarantees in respect thereof, are equal in right of
payment to the 2006 Credit Facility, and the guarantees in
respect thereof. Borrowings under the 2006 Credit Facility have
been classified as current liabilities in the accompanying
consolidated balance sheets in accordance with the consensus of
Emerging Issues Task Force
No. 95-22,
Balance Sheet Classification of Borrowings Outstanding
under Revolving Credit Agreements that include both a Subjective
Acceleration Clause and a Lock-Box Arrangement. (ASC Topic
470).
The 2006 Credit Facility requires the Company to observe certain
customary conditions, affirmative covenants and negative
covenants including springing financial covenants
that require the Company to satisfy a trailing four quarter
minimum interest coverage ratio of 2.0x (through the fiscal
quarter ending December 31, 2008) or a trailing four
quarter minimum fixed charge coverage ratio of 1.0x (commencing
with the fiscal quarter ending March 31, 2009) if
unused availability is less than $15.0 million for any
period of three consecutive business days during a fiscal
quarter. Following the payment of interest on Neenahs
91/2% Senior
Secured Notes due 2017 on July 1, 2009, the Companys
unused availability under its 2006 Credit Facility remained
below the $15.0 million threshold applicable to its
springing financial covenant for three business days
during the fourth quarter of fiscal 2009. As a result, the
Company is required to measure the minimum fixed charge coverage
ratio set forth in its 2006 Credit Facility for the 2009 fiscal
year.
The Company failed to satisfy its minimum fixed charge coverage
ratio under the 2006 Credit Facility with respect to its 2009
fiscal year. On November 10, 2009, the borrowers under the
2006 Credit Facility entered into a forbearance agreement with
the lenders of the 2006 Credit Facility. Pursuant to the
forbearance agreement, the lenders agreed to, among other
things, forbear from exercising certain of the lenders
rights and remedies in respect of or arising out of certain
specified defaults that had occurred as of November 10,
2009 and that are expected to occur during the effective period
of the forbearance agreement. Effective December 23, 2009,
the borrowers under the 2006 Credit Facility entered into an
agreement pursuant to which the lenders agreed to, among other
things, waive certain additional specified defaults and extend
the expiration date of the forbearance agreement to
January 15, 2010. In the event the lenders under the 2006
Credit Facility cause the amounts borrowed to become due and
immediately payable, the
91/2% Notes
and
121/2% Notes
would also become due and immediately payable. In addition,
Neenah has not made the interest payments due January 1,
2010 on the
91/2% Notes
or
121/2% Notes,
each of which is subject to an applicable grace period. See
Note 2 to the consolidated financial statements for further
information.
59
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
The
91/2% Notes
mature on January 1, 2017. Interest is
payable semiannually on January 1 and July 1. The
91/2% Notes
are secured by first-priority liens on substantially all of
Neenahs and the guarantors assets (other than
accounts receivable, inventory, casting patterns and core boxes,
business interruption insurance policies, certain inter-company
loans, cash and deposit accounts and related assets, subject to
certain exceptions, and any proceeds of the foregoing) and by
second-priority liens, junior to the liens for the benefit of
the lenders under the 2006 Credit Facility, on Neenahs and
the guarantors accounts receivable, inventory, casting
patterns and core boxes, business interruption insurance
policies, certain inter-company loans, cash and deposit accounts
and related assets, subject to certain exceptions, and any
proceeds of the foregoing. Neenahs obligations under the
91/2% Notes
are guaranteed on a secured basis by each of its wholly owned
subsidiaries.
The
121/2% Notes
are unsecured and mature on September 30, 2013. Interest of
not less than 5% is payable in cash and the remainder (up to
71/2%)
may be
paid-in-kind
semiannually on January 1 and July 1. On July 1, 2009
the Company entered into an agreement with Tontine Capital
Partners, L.P., the holder of all the
121/2% Notes,
to allow the Company to defer the entire semi-annual interest
payment (representing a deferral of an interest payment of
approximately $4.7 million and interest on the previously
deferred interest payment of $0.2 million) due on
July 1, 2009. The Company had previously elected to defer
the payment of interest at an annual rate of
71/2%
due on the
121/2% Notes
with respect to the January 1, 2009 interest payment date
(representing a deferral of an interest payment of approximately
$2.8 million), as is permitted under the terms of the
outstanding
121/2% Notes.
The
91/2%
and the
121/2% Notes
are jointly, fully, severally and unconditionally guaranteed by
all of Neenahs subsidiaries. The
91/2% Notes
and the
121/2% Notes
contain customary covenants typical to this type of financing,
such as limitations on (1) indebtedness,
(2) restricted payments, (3) liens,
(4) distributions from restricted subsidiaries,
(5) sale of assets, (6) affiliate transactions,
(7) mergers and consolidations and (8) lines of
business.
As a result of the refinancing transactions discussed above,
Neenah incurred $20,429 of debt refinancing costs in the year
ended September 30, 2007. This amount consisted of a
$12,917 tender premium paid to repurchase the 11% Senior
Secured Notes due 2010, $5,940 to write off the unamortized
portion of discount on the 11% Senior Secured Notes and
$1,572 to write off the unamortized portion of deferred
financing costs on the old indebtedness.
|
|
7.
|
Commitments
and Contingencies
|
The Company leases certain plants, warehouse space, machinery
and equipment, office equipment and vehicles under operating
leases, which generally include renewal options. Rent expense
under these operating leases for the years ended
September 30, 2009, 2008 and 2007 totaled $2,602, $2,624
and $2,985, respectively.
During the year ended September 30, 2009, the Company
financed purchases of property, plant and equipment totaling
$1,008 by entering into capital lease obligations. Property,
plant and equipment under leases accounted for as capital leases
as of September 30 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Machinery and equipment
|
|
$
|
1,606
|
|
|
$
|
598
|
|
Less accumulated depreciation
|
|
|
563
|
|
|
|
265
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,043
|
|
|
$
|
333
|
|
|
|
|
|
|
|
|
|
|
60
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
Minimum rental payments due under operating and capital leases
for fiscal years subsequent to September 30, 2009, are as
follows:
|
|
|
|
|
|
|
|
|
|
|
Operating
|
|
|
Capital
|
|
|
|
Leases
|
|
|
Leases
|
|
|
2010
|
|
$
|
2,030
|
|
|
$
|
308
|
|
2011
|
|
|
1,521
|
|
|
|
308
|
|
2012
|
|
|
1,012
|
|
|
|
300
|
|
2013
|
|
|
749
|
|
|
|
334
|
|
2014
|
|
|
475
|
|
|
|
251
|
|
Thereafter
|
|
|
26
|
|
|
|
388
|
|
|
|
|
|
|
|
|
|
|
Total minimum lease payments
|
|
$
|
5,813
|
|
|
|
1,889
|
|
|
|
|
|
|
|
|
|
|
Less amount representing interest
|
|
|
|
|
|
|
307
|
|
|
|
|
|
|
|
|
|
|
Present value of minimum lease payments
|
|
|
|
|
|
|
1,582
|
|
Less current portion
|
|
|
|
|
|
|
58
|
|
|
|
|
|
|
|
|
|
|
Capital lease obligations
|
|
|
|
|
|
$
|
1,524
|
|
|
|
|
|
|
|
|
|
|
Approximately 70% of the Companys employees (or
approximately 92% of the Companys hourly workforce) are
covered by collective bargaining agreements.
The Company completed the installation phase of its
$54 million capital project to replace a
40-year-old
mold line at the Neenah facility in fiscal 2008. This new
state-of-the-art
mold line has significantly enhanced operating efficiencies,
increased capacity and provided expanded molding capabilities
for the municipal and industrial product lines.
Start-up
operations began on schedule during the third quarter of fiscal
2008. The second phase of the project includes enhanced
core-making capabilities and the inclusion of ductile iron
capacity. Due to the current downturn in all of our markets, the
full efficiency and capability improvements from the new mold
line have not yet been realized. At September 30, 2009, the
Company had expended $53.0 million (including capitalized
interest of $2.3 million) and an additional
$3.5 million of expenditures are necessary to complete the
second phase of the new mold line project as of such date. The
Company is currently making the remaining expenditures necessary
to complete the second phase of the project.
On November 5, 2008, the Company entered into a settlement
agreement and release with the South Coast Air Quality
Management District (District) to resolve outstanding notices of
violation (NOVs) and to terminate an abatement order related to
its Gregg facility. Aside from resolving the enforcement claims,
the main purpose of the settlement agreement is to obligate the
Company to undertake various operations measures and projects to
reduce or eliminate odors associated with foundry operations.
The Company has completed many of the tasks set forth in the
settlement agreement. In light of the closure of the foundry,
however, the Company has not completed, and will not complete,
all of the tasks identified in the settlement agreement.
Instead, the Company has advised the District that termination
of foundry operations has achieved, or will achieve, odor
elimination or mitigation which is superior to the odor control
which would have been achieved had the Company implemented all
the projects and measures set forth in the settlement agreement.
The Company currently is discussing with the District how, when
or if to modify or terminate the settlement agreement in light
of the closure of the foundry. Since the 2008 settlement
agreement, the District has issued the Gregg facility two NOVs,
both of which remain pending. The Company has vigorously
disputed the NOVs. The Company has explained, in writing, why
both NOVs are not properly issued under law. The District has
not yet responded to the Companys rebuttal of the NOVs.
The Company is involved in various other claims and litigation
in the normal course of business. In the judgment of management,
the ultimate resolution of these matters is not likely to
materially affect the Companys consolidated financial
statements.
61
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
The Company had no material events arise other than those
already described between September 30, 2009 and
January 13, 2010, the issue date of these consolidated
financial statements.
The authorized capital of NEI consists of 1,000,000 shares
of preferred stock, with a par value of $0.01 per share, and
35,000,000 shares of common stock, with a par value of
$0.01 per share. All shares of common stock have equal voting
rights. No shares of preferred stock have been issued. At
September 30, 2009, NEI had 15,385,622 shares of
common stock issued and outstanding along with stock warrants
outstanding that are exercisable for an additional
834,669 shares of common stock. The warrants have an
exercise price of $0.05 per share and expire on October 7,
2013.
The Company has a Management Equity Incentive Plan (the Plan)
which provides for the issuance of share based awards to key
employees and directors of the Company and its subsidiaries up
to an aggregate total of 1,600,000 shares of NEI common
stock. The Plan allows for the grant of incentive or
non-qualified stock option awards and restricted stock awards.
As of September 30, 2009, share based awards to purchase
606,408 shares of common stock were available for grant
under the Plan. The Company records compensation expense for the
Plan ratably over the vesting period.
In fiscal 2009, the Company recorded $25 of stock-based
compensation expense associated with the outstanding stock
options.
A summary of the Companys stock option activity for the
year ended September 30, 2009 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Exercise
|
|
|
|
Options
|
|
|
Price
|
|
|
Options outstanding, beginning of the year
|
|
|
123,000
|
|
|
$
|
7.77
|
|
Options granted
|
|
|
0
|
|
|
|
|
|
Options forfeited
|
|
|
(14,000
|
)
|
|
|
7.77
|
|
Options exercised
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding, end of the year
|
|
|
109,000
|
|
|
$
|
7.77
|
|
|
|
|
|
|
|
|
|
|
Options exercisable, end of the year
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company uses the Black-Scholes valuation model to value
stock options utilizing the following weighted average
assumptions:
|
|
|
|
|
Risk-free interest rate
|
|
|
2.84
|
%
|
Expected volatility
|
|
|
50.00
|
%
|
Expected dividend yield
|
|
|
0.00
|
%
|
Expected term (in years)
|
|
|
4.5
|
|
The Company used NEIs and comparable companies
historical stock prices as the basis for the Companys
volatility assumption. The assumed risk-free interest rate was
based on U.S. Treasury rates in effect at the time of the
grant. NEI has not paid any dividends and does not expect to pay
any dividends in the future. The expected option term represents
the period of time that the options granted are expected to be
outstanding and was based on the average of the vesting term and
contractual term.
As of September 30, 2009, the Company had $50 of
unrecognized compensation expense related to outstanding stock
options, which will be recognized over a weighted average period
of 1.3 years.
62
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
Stock options outstanding as of September 30, 2009 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Average
|
|
Weighted
|
|
|
|
|
|
|
Remaining
|
|
Average
|
|
Aggregate
|
|
|
Number
|
|
Contractual
|
|
Exercise
|
|
Intrinsic
|
Price Range
|
|
Outstanding
|
|
Life (In Years)
|
|
Price
|
|
Value
|
|
$7.77
|
|
|
109,000
|
|
|
|
5.3
|
|
|
$
|
7.77
|
|
|
$
|
|
|
In fiscal 2007, the Company granted 50,000 shares of
restricted stock under the Plan which vest in two equal
installments on the first and second anniversary of the grant
date and were determined to have a grant date fair value of
$6.50 per share, based on available quoted market prices. On
January 24, 2008, certain of the Companys
non-employee directors were awarded restricted stock units
pursuant to the Plan. The restricted stock units represent the
right to receive an equal number of shares of Neenah
Enterprises, Inc. common stock. The restricted stock units vest
immediately, but the underlying shares will not be distributed
until the director terminates service.
Stock compensation expense recognized by the Company associated
with restricted stock and restricted stock units for the years
ended September 30, 2009, 2008 and 2007, was $16, $369 and
$41, respectively.
As required by FASB Interpretation Number 48 (FIN 48) (ASC
Topic 740), the Company has classified the amounts recorded for
uncertain tax positions in the consolidated balance sheet at
September 30, 2009 as other non-current liabilities to the
extent that payment is not anticipated within one year. Prior
year financial statements have not been restated. Presented
below is a reconciliation of the beginning and ending amounts of
unrecognized income tax benefits:
|
|
|
|
|
Balance at October 1, 2008
|
|
$
|
1,125
|
|
Gross decreases for tax positions of prior years
|
|
|
(594
|
)
|
Gross increases for tax positions of the current year
|
|
|
4
|
|
Lapse of statute of limitations
|
|
|
(37
|
)
|
|
|
|
|
|
Balance at September 30, 2009
|
|
$
|
498
|
|
|
|
|
|
|
As of September 30, 2009, $498 of the unrecognized tax
benefits would reduce the Companys overall tax expense if
recognized.
The Company recognizes accrued interest and penalties related to
unrecognized tax benefits as income tax expense. During the year
ended September 30, 2009, the Company recognized a gross
benefit of $586 resulting from the release of accrued interest
and penalties. Total accrued interest and penalties were $187 at
September 30, 2009.
The Internal Revenue Service has audited the Companys
federal tax returns through September 30, 2008. State
income tax returns are generally subject to examination for a
period of 3 to 5 years after filing of the respective
return. The state impact of any federal changes remains subject
to examination by various states for a period of up to two years
after formal notification to the states.
63
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
Income tax expense (benefit) consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(319
|
)
|
|
$
|
(7,759
|
)
|
|
$
|
(6,593
|
)
|
State
|
|
|
204
|
|
|
|
527
|
|
|
|
352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(115
|
)
|
|
|
(7,232
|
)
|
|
|
(6,241
|
)
|
Deferred
|
|
|
(24,304
|
)
|
|
|
2,091
|
|
|
|
(2,578
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(24,419
|
)
|
|
$
|
(5,141
|
)
|
|
$
|
(8,819
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The provision (credit) for income taxes differed from the amount
computed by applying the federal statutory rate of 35% to income
(loss) before income taxes as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Provision at statutory rate
|
|
$
|
(61,027
|
)
|
|
$
|
(6,011
|
)
|
|
$
|
(7,961
|
)
|
State income taxes, net of federal taxes
|
|
|
133
|
|
|
|
343
|
|
|
|
(841
|
)
|
Change in valuation allowance
|
|
|
6,569
|
|
|
|
1,864
|
|
|
|
|
|
Lapse of statute of limitations
|
|
|
|
|
|
|
(1,222
|
)
|
|
|
|
|
Permanent difference due to goodwill write-off
|
|
|
30,342
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
(436
|
)
|
|
|
(115
|
)
|
|
|
(17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision (credit) for income taxes
|
|
$
|
(24,419
|
)
|
|
$
|
(5,141
|
)
|
|
$
|
(8,819
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
Deferred income tax assets and liabilities consisted of the
following as of September 30:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Deferred income tax liabilities:
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
$
|
(17,077
|
)
|
|
$
|
(17,750
|
)
|
Identifiable intangible assets
|
|
|
(14,446
|
)
|
|
|
(18,371
|
)
|
Other
|
|
|
(556
|
)
|
|
|
(521
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,079
|
)
|
|
|
(36,642
|
)
|
Deferred income tax assets:
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
2,487
|
|
|
|
492
|
|
Employee benefit plans
|
|
|
17,777
|
|
|
|
6,588
|
|
Accrued vacation
|
|
|
1,744
|
|
|
|
1,939
|
|
Other accrued liabilities
|
|
|
2,067
|
|
|
|
1,662
|
|
Federal and State net operating loss
|
|
|
30,156
|
|
|
|
1,919
|
|
Other
|
|
|
1,245
|
|
|
|
1,506
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
55,476
|
|
|
|
14,106
|
|
Valuation allowance for deferred income tax assets
|
|
|
(23,397
|
)
|
|
|
(1,919
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,187
|
|
|
|
|
|
|
|
|
|
|
Net deferred income tax liability
|
|
$
|
|
|
|
$
|
(24,455
|
)
|
|
|
|
|
|
|
|
|
|
Included in the consolidated balance sheets as:
|
|
|
|
|
|
|
|
|
Current deferred income tax asset
|
|
$
|
5,948
|
|
|
$
|
4,610
|
|
Noncurrent deferred income tax liability
|
|
|
17,449
|
|
|
|
(27,146
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
23,397
|
|
|
$
|
(22,536
|
)
|
Valuation Allowance for deferred income tax assets
|
|
|
(23,397
|
)
|
|
|
(1,919
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
(24,455
|
)
|
|
|
|
|
|
|
|
|
|
As of September 30, 2009, the Company had federal and state
net operating loss carryforwards of $72,098 and $94,163
respectively, which expire in varying amounts through fiscal
2029. A valuation allowance of $23,397 has been established
against the net deferred tax asset at September 30, 2009
due to the uncertainty regarding the realization of the deferred
tax benefit through future earnings.
|
|
11.
|
Employee
Benefit Plans
|
Defined-Benefit
Pension Plans and Postretirement Benefits
The Company sponsors five defined-benefit pension plans covering
the majority of its hourly employees. Retirement benefits under
the pension plans are based on years of service and
defined-benefit rates. The Company follows a measurement date of
September 30 for all of its pension plans. The Company
previously used a June 30 measurement date for its pension
plans. The Company funds the pension plans based on actuarially
determined cost methods allowable under Internal Revenue Service
regulations. During each of the years ended September 30,
2006 and 2007, the Company amended one of its defined-benefit
pension plans to freeze its defined benefit rate and credited
years of service. No curtailment gain or loss was required in
conjunction with freezing these defined-benefit plans.
The Company also sponsors unfunded defined-benefit
postretirement health care plans covering substantially all
salaried and hourly employees at Neenah and their dependents.
For salaried employees at Neenah, benefits are
65
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
provided from the date of retirement for the duration of the
employees life, while benefits for hourly employees at
Neenah are provided from retirement to age 65.
Retirees contributions to the plans are based on years of
service and age at retirement. The Company funds benefits as
incurred.
Adoption
of formerly SFAS 158 (ASC Topic 715)
As discussed in Note 2, on September 30, 2007, the
Company adopted formerly SFAS 158 (ASC Topic 715), as it
relates to recognizing the funded status of its defined benefit
pension and postretirement health care plans in its consolidated
balance sheets and related disclosure provisions. Funded status
is defined as the difference between the projected benefit
obligation and the fair value of plan assets. Upon adoption, the
Company recorded an adjustment to accumulated other
comprehensive income (loss) representing the recognition of
previously unrecorded pension and postretirement healthcare
liabilities related to net unrecognized actuarial gains and
unrecognized prior service costs and credits. These amounts will
be subsequently recognized as a component of net periodic
pension cost pursuant to the Companys historical
accounting policy for recognizing such amounts.
Formerly SFAS 158 (ASC Topic 715) also requires
companies to measure the funded status of plans as of the date
of the companys fiscal year end, which the Company was
required to adopt as of September 30, 2009. The Company
previously used a June 30 measurement date for its deferred
benefit and postretirement health care plans. Upon adoption, the
Company recorded a decrease to the opening balance of retained
earnings of $536. The adoption of SFAS did not affect taxes.
Amounts included in accumulated other comprehensive income, net
of tax, at September 30, 2009 which have not yet been
recognized in net periodic benefit cost were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Pension
|
|
Postretirement
|
|
|
Plans
|
|
Benefits
|
|
Prior service cost
|
|
$
|
746
|
|
|
$
|
2,113
|
|
Net actuarial (gain) loss
|
|
|
25,522
|
|
|
|
(1,478
|
)
|
Amounts included in accumulated other comprehensive income, net
of tax, at September 30, 2009 expected to be recognized in
net periodic benefit cost during the fiscal year ending
September 30, 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Pension
|
|
Postretirement
|
|
|
Plans
|
|
Benefits
|
|
Prior service cost
|
|
$
|
69
|
|
|
$
|
163
|
|
Net actuarial (gain) loss
|
|
|
(355
|
)
|
|
|
(43
|
)
|
66
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
Obligations
and Funded Status
The following table summarizes the funded status of the pension
plans and postretirement benefit plans and the amounts
recognized in the consolidated balance sheets at
September 30, 2009 and June 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
Postretirement
|
|
|
|
Benefits
|
|
|
Benefits
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation beginning of year
|
|
$
|
73,065
|
|
|
$
|
74,871
|
|
|
$
|
8,468
|
|
|
$
|
5,586
|
|
Service cost
|
|
|
1,716
|
|
|
|
1,503
|
|
|
|
340
|
|
|
|
313
|
|
Interest cost
|
|
|
6,014
|
|
|
|
4,543
|
|
|
|
732
|
|
|
|
528
|
|
Unrecognized prior service cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan amendments
|
|
|
|
|
|
|
499
|
|
|
|
|
|
|
|
2,844
|
|
Actuarial gains (losses)
|
|
|
13,654
|
|
|
|
(5,210
|
)
|
|
|
2,387
|
|
|
|
(214
|
)
|
Benefits paid
|
|
|
(4,481
|
)
|
|
|
(3,141
|
)
|
|
|
(593
|
)
|
|
|
(589
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation end of year
|
|
$
|
89,968
|
|
|
$
|
73,065
|
|
|
$
|
11,334
|
|
|
$
|
8,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets, July 1
|
|
$
|
68,516
|
|
|
$
|
70,716
|
|
|
$
|
|
|
|
$
|
|
|
Actual return (loss) on plan assets
|
|
|
(5,199
|
)
|
|
|
(3,022
|
)
|
|
|
|
|
|
|
|
|
Company contributions
|
|
|
1,330
|
|
|
|
3,963
|
|
|
|
593
|
|
|
|
589
|
|
Benefits paid
|
|
|
(4,481
|
)
|
|
|
(3,141
|
)
|
|
|
(593
|
)
|
|
|
(589
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets, September 30
|
|
$
|
60,168
|
|
|
$
|
68,516
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status of the plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation in excess of plan assets
|
|
$
|
(29,800
|
)
|
|
$
|
(4,549
|
)
|
|
$
|
(11,334
|
)
|
|
$
|
(8,468
|
)
|
Fourth quarter contributions
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(29,800
|
)
|
|
$
|
(4,549
|
)
|
|
$
|
(11,328
|
)
|
|
$
|
(8,320
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the consolidated balance sheets at
September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid benefit cost (long-term asset)
|
|
$
|
|
|
|
$
|
704
|
|
|
$
|
|
|
|
$
|
|
|
Accrued benefit liability (long-term liability)
|
|
|
(28,332
|
)
|
|
|
(5,253
|
)
|
|
|
(10,925
|
)
|
|
|
(8,052
|
)
|
Accrued benefit liability (current liability)
|
|
|
(1,468
|
)
|
|
|
|
|
|
|
(396
|
)
|
|
|
(268
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(29,800
|
)
|
|
$
|
(4,549
|
)
|
|
$
|
(11,321
|
)
|
|
$
|
(8,320
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accumulated benefit obligation for the Companys
defined benefit pension plans was $89,968 and $73,065 at
September 30, 2009 and 2008, respectively. At
September 30, 2009, pension plans with benefit obligations
in excess of plan assets had an aggregate projected benefit
obligation of $89,968 and aggregate fair value of plan assets of
$60,168.
67
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
Benefit
Costs
Components of net periodic benefit cost for the years ended
September 30 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
Postretirement Benefits
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Service cost
|
|
$
|
1,716
|
|
|
$
|
1,503
|
|
|
$
|
1,798
|
|
|
$
|
340
|
|
|
$
|
313
|
|
|
$
|
179
|
|
Interest cost
|
|
|
6,014
|
|
|
|
4,543
|
|
|
|
4,421
|
|
|
|
732
|
|
|
|
528
|
|
|
|
324
|
|
Expected return on plan assets
|
|
|
(6,048
|
)
|
|
|
(5,588
|
)
|
|
|
(5,255
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service cost (credit)
|
|
|
69
|
|
|
|
30
|
|
|
|
30
|
|
|
|
204
|
|
|
|
163
|
|
|
|
(32
|
)
|
Recognized net actuarial (gain) loss
|
|
|
(139
|
)
|
|
|
(14
|
)
|
|
|
|
|
|
|
(207
|
)
|
|
|
(206
|
)
|
|
|
(275
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
1,612
|
|
|
$
|
474
|
|
|
$
|
994
|
|
|
$
|
1,069
|
|
|
$
|
798
|
|
|
$
|
196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumptions
Weighted-average assumptions used to determine benefit
obligations as of September 30 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
Discount rate
|
|
|
5.50
|
%
|
|
|
6.75
|
%
|
|
|
5.50
|
%
|
|
|
6.75
|
%
|
Weighted-average assumptions used to determine net periodic
benefit cost for the years ended September 30 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
|
|
2009
|
|
2008
|
|
2007
|
|
2009
|
|
2008
|
|
2007
|
|
Discount rate
|
|
|
5.50%
|
|
|
|
6.25%
|
|
|
|
6.25%
|
|
|
|
5.50
|
%
|
|
|
6.25
|
%
|
|
|
6.25
|
%
|
Expected long-term rate of return on plan assets
|
|
|
7.00% to
8.50%
|
|
|
|
7.50% to
8.50%
|
|
|
|
7.50% to
8.50%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For measurement purposes, the healthcare cost trend rate was
assumed to be 8.5% decreasing gradually to 5.0% in 2016 and then
remaining at that level thereafter. The healthcare cost trend
rate assumption has a significant effect on the amounts
reported. A one percentage point change in the healthcare cost
trend rate would have the following effect:
|
|
|
|
|
|
|
|
|
|
|
1% Increase
|
|
1% Decrease
|
|
Effect on total of service cost and interest cost
|
|
$
|
197
|
|
|
$
|
(156
|
)
|
Effect on postretirement benefit obligation
|
|
|
2,029
|
|
|
|
(1,606
|
)
|
Pension
Plan Assets
The following table summarizes the weighted-average asset
allocations of the pension plans at September 30:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Asset category:
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
58
|
%
|
|
|
55
|
%
|
Debt securities
|
|
|
33
|
|
|
|
34
|
|
Real estate
|
|
|
3
|
|
|
|
5
|
|
Other
|
|
|
6
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
68
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
The Company employs a total return investment approach whereby a
mix of equities and fixed income investments are used to
maximize the long-term return of plan assets for a prudent level
of risk. The intent of this strategy is to minimize plan
expenses by maximizing investment returns within that prudent
level of risk. The investment portfolio contains a diversified
blend of equity and fixed income investments. Furthermore,
equity investments are diversified across U.S. and
non-U.S. stocks
as well as growth, value, and small and large capitalizations.
The Companys targeted asset allocation ranges as a
percentage of total market value are as follows: equity
securities 45% to 55% and debt securities 30% to 35%. None of
the plans equity securities are invested in common stock
of NEI. Additionally, cash balances are maintained at levels
adequate to meet near term plan expenses and benefit payments.
Investment risk is measured and monitored on an ongoing basis
through quarterly investment portfolio reviews.
The Companys overall expected long-term rates of return on
assets range from 7.00% to 8.50%. The expected long-term rates
of return are based on the portfolio of each defined benefit
pension plan as a whole and not on the sum of the returns of
individual asset categories. The rates of return are based on
historical returns adjusted to reflect the current view of the
long-term investment market.
Benefit
Payments and Contributions
The following benefit payments are expected to be paid for
fiscal years subsequent to September 30, 2009:
|
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
|
$
|
3,770
|
|
2011
|
|
|
|
|
|
|
3,923
|
|
2012
|
|
|
|
|
|
|
4,062
|
|
2013
|
|
|
|
|
|
|
4,350
|
|
2014
|
|
|
|
|
|
|
4,701
|
|
2015 2019
|
|
|
|
|
|
|
30,016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
50,822
|
|
|
|
|
|
|
|
|
|
|
The Company expects to contribute $1,776 to its pension plans
during fiscal 2010.
Defined-Contribution
Retirement Plans
The Company sponsors various defined-contribution retirement
plans (the Plans) covering substantially all salaried and
certain hourly employees. The Plans allow participants to make
401(k) contributions in amounts ranging from 1% to 15% of their
compensation. The Company matches between 35% and 50% of the
participants contributions up to a maximum of 6% of the
employees compensation, as defined. The Company may make
additional voluntary contributions to the Plans as determined
annually by the Board of Directors. Total Company contributions
amounted to $593, $2,263 and $3,268 for the years ended
September 30, 2009, 2008 and 2007, respectively.
Other
Employee Benefits
The Company provides unfunded supplemental retirement benefits
to certain active and retired employees at Dalton. At
September 30, 2009, the present value of the current and
long-term portion of these supplemental retirement obligations
totaled $296 and $1,324, respectively. At September 30,
2008, the present value of the current and long-term portion of
these supplemental retirement obligations totaled $279 and
$1,607, respectively.
Certain of Daltons hourly employees are covered by a
multi-employer, defined-contribution pension plan pursuant to a
collective bargaining agreement. The Companys expense for
the years ended September 30, 2009, 2008 and 2007, was
$138, $320 and $334, respectively.
69
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
Substantially all of Mercers union employees are covered
by a multiemployer, defined-contribution pension plan pursuant
to a collective bargaining agreement. The Companys expense
for the years ended September 30, 2009, 2008 and 2007, was
$141, $224 and $197, respectively.
The Company has two reportable segments, Castings and Forgings.
The Castings segment manufactures and sells gray and ductile
iron castings for the industrial and municipal markets, while
the Forgings segment manufactures forged components for the
industrial market. The Other segment includes machining
operations, steel fabricating and freight hauling.
The Company evaluates performance and allocates resources based
on the operating income before depreciation and amortization
charges of each segment. The accounting policies of the
reportable segments are the same as those described in the
summary of significant accounting policies. Intersegment sales
and transfers are recorded at cost plus a share of operating
profit.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
Castings
|
|
$
|
300,266
|
|
|
$
|
461,391
|
|
|
$
|
437,592
|
|
Forgings
|
|
|
24,948
|
|
|
|
41,258
|
|
|
|
37,113
|
|
Other
|
|
|
15,283
|
|
|
|
18,245
|
|
|
|
18,321
|
|
Elimination of intersegment revenues
|
|
|
(7,499
|
)
|
|
|
(10,076
|
)
|
|
|
(9,403
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
332,998
|
|
|
$
|
510,818
|
|
|
$
|
483,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Castings
|
|
$
|
(146,616
|
)
|
|
$
|
(11,226
|
)
|
|
$
|
(12,540
|
)
|
Forgings
|
|
|
(1,275
|
)
|
|
|
(1,209
|
)
|
|
|
(1,551
|
)
|
Other
|
|
|
(2,557
|
)
|
|
|
468
|
|
|
|
(150
|
)
|
Elimination of intersegment income (loss)
|
|
|
505
|
|
|
|
(65
|
)
|
|
|
223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(149,943
|
)
|
|
$
|
(12,032
|
)
|
|
$
|
(13,928
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Castings
|
|
$
|
277,108
|
|
|
$
|
471,509
|
|
|
$
|
431,907
|
|
Forgings
|
|
|
19,715
|
|
|
|
26,324
|
|
|
|
19,015
|
|
Other
|
|
|
9,649
|
|
|
|
11,187
|
|
|
|
8,336
|
|
Elimination of intersegment assets
|
|
|
(19,861
|
)
|
|
|
(22,521
|
)
|
|
|
(15,284
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
286,611
|
|
|
$
|
486,499
|
|
|
$
|
443,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Castings
|
|
Forgings
|
|
Other
|
|
Total
|
|
Year ended September 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
29,486
|
|
|
$
|
3,781
|
|
|
$
|
699
|
|
|
$
|
33,966
|
|
Interest income
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
Income tax benefit
|
|
|
(21,009
|
)
|
|
|
(3,165
|
)
|
|
|
(245
|
)
|
|
|
(24,419
|
)
|
Depreciation and amortization expense
|
|
|
124,507
|
|
|
|
1,022
|
|
|
|
2,525
|
|
|
|
128,054
|
|
Expenditures for long-lived assets
|
|
|
12,537
|
|
|
|
762
|
|
|
|
132
|
|
|
|
13,431
|
|
Year ended September 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
28,412
|
|
|
$
|
3,671
|
|
|
$
|
386
|
|
|
$
|
32,469
|
|
Interest income
|
|
|
73
|
|
|
|
6
|
|
|
|
|
|
|
|
79
|
|
Provision (credit) for income taxes
|
|
|
(6,930
|
)
|
|
|
1,751
|
|
|
|
38
|
|
|
|
(5,141
|
)
|
Depreciation and amortization expense
|
|
|
21,936
|
|
|
|
863
|
|
|
|
1,257
|
|
|
|
24,056
|
|
Expenditures for long-lived assets
|
|
|
39,478
|
|
|
|
4,817
|
|
|
|
288
|
|
|
|
44,583
|
|
Year ended September 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
27,649
|
|
|
$
|
3,571
|
|
|
$
|
480
|
|
|
$
|
31,700
|
|
Interest income
|
|
|
349
|
|
|
|
7
|
|
|
|
|
|
|
|
356
|
|
Provision (credit) for income taxes
|
|
|
(9,933
|
)
|
|
|
1,166
|
|
|
|
(52
|
)
|
|
|
(8,819
|
)
|
Depreciation and amortization expense
|
|
|
19,046
|
|
|
|
857
|
|
|
|
1,152
|
|
|
|
21,055
|
|
Expenditures for long-lived assets
|
|
|
47,475
|
|
|
|
563
|
|
|
|
695
|
|
|
|
48,733
|
|
Geographic
Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Lived
|
|
|
|
Net Sales
|
|
|
Assets(1)
|
|
|
Year ended September 30, 2009:
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
318,192
|
|
|
$
|
139,268
|
|
Foreign countries
|
|
|
14,806
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
332,998
|
|
|
$
|
139,268
|
|
|
|
|
|
|
|
|
|
|
Year ended September 30, 2008:
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
486,433
|
|
|
$
|
160,240
|
|
Foreign countries
|
|
|
24,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
510,818
|
|
|
$
|
160,240
|
|
|
|
|
|
|
|
|
|
|
Year ended September 30, 2007:
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
462,597
|
|
|
$
|
131,550
|
|
Foreign countries
|
|
|
21,026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
483,623
|
|
|
$
|
131,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents property, plant and equipment. |
71
Neenah
Enterprises, Inc.
Notes to
Consolidated Financial
Statements (Continued)
|
|
13.
|
Quarterly
Results of Operations (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30, 2009
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
Net sales
|
|
$
|
97,635
|
|
|
$
|
79,863
|
|
|
$
|
72,394
|
|
|
$
|
83,106
|
|
Gross profit
|
|
|
2,324
|
|
|
|
(11,344
|
)
|
|
|
35
|
|
|
|
4,337
|
|
Net income (loss)
|
|
|
(11,702
|
)
|
|
|
(109,504
|
)
|
|
|
(13,307
|
)
|
|
|
(15,430
|
)
|
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.80
|
)
|
|
$
|
(7.50
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(0.94
|
)
|
Diluted
|
|
|
(0.80
|
)
|
|
|
(7.50
|
)
|
|
|
(0.90
|
)
|
|
|
(0.94
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30, 2008
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
Net sales
|
|
$
|
101,225
|
|
|
$
|
114,658
|
|
|
$
|
154,322
|
|
|
$
|
140,613
|
|
Gross profit
|
|
|
13,533
|
|
|
|
8,836
|
|
|
|
21,577
|
|
|
|
17,099
|
|
Net income (loss)
|
|
|
(3,779
|
)
|
|
|
(6,281
|
)
|
|
|
2,375
|
|
|
|
(4,347
|
)
|
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.28
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
0.17
|
|
|
$
|
(0.30
|
)
|
Diluted
|
|
|
(0.28
|
)
|
|
|
(0.46
|
)
|
|
|
0.15
|
|
|
|
(0.30
|
)
|
72
Report of
Independent Registered Public Accounting Firm
The Board of Directors
Neenah Foundry Company
We have audited the accompanying consolidated balance sheets of
Neenah Foundry Company and Subsidiaries (the Company) as of
September 30, 2009 and 2008, and the related consolidated
statements of operations, changes in stockholders equity
and cash flows for each of the three years in the period ended
September 30, 2009. These financial statements are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. We were not engaged to perform an
audit of the Companys internal control over financial
reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of
the Companys internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of the Company at September 30, 2009 and
2008, and the consolidated results of its operations and its
cash flows for each of the three years in the period ended
September 30, 2009, in conformity with U.S. generally
accepted accounting principles.
As discussed in Note 2 to the consolidated financial
statements, the Companys recurring losses and lack of
liquidity raise substantial doubt about its ability to continue
as a going concern. Managements plans as to these matters
also are described in Note 2. The 2009 financial statements
do not include any adjustments that might result from the
outcome of this uncertainty.
As discussed in Notes 11 and 10 to the consolidated
financial statements, on September 30, 2007 and on
September 30, 2009, the Company changed its method of
accounting for pension and postretirement healthcare benefits
and on October 1, 2007, the Company changed its method of
accounting for uncertainty in income taxes, respectively.
Milwaukee, Wisconsin
January 13, 2010
73
Neenah
Foundry Company
|
|
|
|
|
|
|
|
|
|
|
September 30
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands, except share and per share data)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
|
|
|
$
|
|
|
Accounts receivable, less allowance for doubtful accounts of
$1,900 in 2009 and $2,828 in 2008
|
|
|
47,808
|
|
|
|
92,489
|
|
Inventories
|
|
|
45,431
|
|
|
|
71,015
|
|
Assets held for sale
|
|
|
2,960
|
|
|
|
|
|
Refundable income taxes
|
|
|
|
|
|
|
7,363
|
|
Deferred income taxes
|
|
|
|
|
|
|
4,610
|
|
Other current assets
|
|
|
3,209
|
|
|
|
4,486
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
99,408
|
|
|
|
179,963
|
|
Property, plant and equipment:
|
|
|
|
|
|
|
|
|
Land
|
|
|
4,573
|
|
|
|
7,706
|
|
Buildings and improvements
|
|
|
26,274
|
|
|
|
34,420
|
|
Machinery and equipment
|
|
|
153,754
|
|
|
|
162,558
|
|
Patterns
|
|
|
17,403
|
|
|
|
16,205
|
|
Construction in progress
|
|
|
4,793
|
|
|
|
1,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
206,797
|
|
|
|
222,868
|
|
Less accumulated depreciation
|
|
|
67,529
|
|
|
|
62,628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
139,268
|
|
|
|
160,240
|
|
Deferred financing costs, net of accumulated amortization of
$1,257 in 2009 and $800 in 2008
|
|
|
2,543
|
|
|
|
3,000
|
|
Identifiable intangible assets, net of accumulated amortization
of $44,130 in 2009 and $35,629 in 2008
|
|
|
39,717
|
|
|
|
48,218
|
|
Goodwill
|
|
|
|
|
|
|
88,136
|
|
Other assets
|
|
|
5,675
|
|
|
|
6,942
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,935
|
|
|
|
146,296
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
286,611
|
|
|
$
|
486,499
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
74
Neenah
Foundry Company
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
September 30
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands, except share and per share data)
|
|
|
Liabilities and stockholders equity
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
16,362
|
|
|
$
|
39,452
|
|
Accrued wages and employee benefits
|
|
|
9,963
|
|
|
|
12,525
|
|
Accrued interest
|
|
|
5,449
|
|
|
|
5,572
|
|
Accrued interest related party
|
|
|
10,254
|
|
|
|
2,344
|
|
Other accrued liabilities
|
|
|
4,615
|
|
|
|
2,969
|
|
Current portion of long-term debt
|
|
|
55,159
|
|
|
|
59,683
|
|
Current portion of capital lease obligations
|
|
|
58
|
|
|
|
71
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
101,860
|
|
|
|
122,616
|
|
Long-term debt
|
|
|
225,000
|
|
|
|
225,000
|
|
Long-term debt related party
|
|
|
75,000
|
|
|
|
75,000
|
|
Capital lease obligations
|
|
|
1,524
|
|
|
|
400
|
|
Deferred income taxes
|
|
|
|
|
|
|
29,065
|
|
Postretirement benefit obligations
|
|
|
10,925
|
|
|
|
8,052
|
|
Pension benefit obligations
|
|
|
28,332
|
|
|
|
5,253
|
|
Other liabilities
|
|
|
6,794
|
|
|
|
6,369
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
449,435
|
|
|
|
471,755
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Stockholders equity (deficit):
|
|
|
|
|
|
|
|
|
Common stock, par value $100 per share; 1,000 shares
authorized, issued and outstanding
|
|
|
100
|
|
|
|
100
|
|
Capital in excess of par value
|
|
|
5,919
|
|
|
|
5,878
|
|
Retained earnings (accumulated deficit)
|
|
|
(141,940
|
)
|
|
|
8,539
|
|
Accumulated other comprehensive income (loss)
|
|
|
(26,903
|
)
|
|
|
227
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity (deficit)
|
|
|
(162,824
|
)
|
|
|
14,744
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
286,611
|
|
|
$
|
486,499
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
75
Neenah
Foundry Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
|
|
|
|
|
|
September 30
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Net sales
|
|
$
|
332,998
|
|
|
$
|
510,818
|
|
|
$
|
483,623
|
|
Cost of sales
|
|
|
337,646
|
|
|
|
449,773
|
|
|
|
408,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss)
|
|
|
(4,648
|
)
|
|
|
61,045
|
|
|
|
74,719
|
|
Selling, general and administrative expenses
|
|
|
34,288
|
|
|
|
38,895
|
|
|
|
38,119
|
|
Amortization expense
|
|
|
8,501
|
|
|
|
7,143
|
|
|
|
7,121
|
|
Goodwill impairment charge
|
|
|
88,136
|
|
|
|
|
|
|
|
|
|
Restructuring costs
|
|
|
4,148
|
|
|
|
|
|
|
|
|
|
Loss (gain) on disposal of property, plant and equipment
|
|
|
(109
|
)
|
|
|
(210
|
)
|
|
|
453
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(139,612
|
)
|
|
|
15,217
|
|
|
|
29,026
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(24,181
|
)
|
|
|
(23,094
|
)
|
|
|
(24,610
|
)
|
Interest expense related party
|
|
|
(9,785
|
)
|
|
|
(9,375
|
)
|
|
|
(7,090
|
)
|
Interest income
|
|
|
19
|
|
|
|
79
|
|
|
|
356
|
|
Debt refinancing costs
|
|
|
(803
|
)
|
|
|
|
|
|
|
(20,429
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(174,362
|
)
|
|
|
(17,173
|
)
|
|
|
(22,747
|
)
|
Income tax benefit
|
|
|
(24,419
|
)
|
|
|
(5,141
|
)
|
|
|
(8,819
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(149,943
|
)
|
|
$
|
(12,032
|
)
|
|
$
|
(13,928
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
|
|
|
Comprehensive
|
|
|
|
|
|
|
Common
|
|
|
in Excess of
|
|
|
Retained
|
|
|
(Loss)
|
|
|
|
|
|
|
Stock
|
|
|
Par Value
|
|
|
Earnings
|
|
|
Income
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Balance at September 30, 2006
|
|
$
|
100
|
|
|
$
|
5,429
|
|
|
$
|
34,499
|
|
|
$
|
(842
|
)
|
|
$
|
39,186
|
|
Components of comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
(13,928
|
)
|
|
|
|
|
|
|
(13,928
|
)
|
Pension liability adjustment, net of tax effect of $561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
842
|
|
|
|
842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,086
|
)
|
Stock based compensation
|
|
|
|
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
41
|
|
Adjustment to initially apply SFAS 158, net of tax effect
of $2,764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,171
|
|
|
|
4,171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
|
100
|
|
|
|
5,470
|
|
|
|
20,571
|
|
|
|
4,171
|
|
|
|
30,312
|
|
Components of comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
(12,032
|
)
|
|
|
|
|
|
|
(12,032
|
)
|
Pension liability adjustment, net of tax effect of $(2,629)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,944
|
)
|
|
|
(3,944
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,976
|
)
|
Stock based compensation
|
|
|
|
|
|
|
408
|
|
|
|
|
|
|
|
|
|
|
|
408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2008
|
|
$
|
100
|
|
|
$
|
5,878
|
|
|
$
|
8,539
|
|
|
$
|
227
|
|
|
$
|
14,744
|
|
Impact of the adoption of the measurement date provisions of
SFAS 158 net of tax effect of $0
|
|
|
|
|
|
|
|
|
|
|
(536
|
)
|
|
|
|
|
|
|
(536
|
)
|
Components of comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
(149,943
|
)
|
|
|
|
|
|
|
(149,943
|
)
|
Pension liability adjustment, net of tax effect of $0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27,130
|
)
|
|
|
(27,130
|
)
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(177,073
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation
|
|
|
|
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2009
|
|
$
|
100
|
|
|
$
|
5,919
|
|
|
$
|
(141,940
|
)
|
|
$
|
(26,903
|
)
|
|
$
|
(162,824
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
|
|
|
|
|
|
September 30
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(149,943
|
)
|
|
$
|
(12,032
|
)
|
|
$
|
(13,928
|
)
|
Adjustments to reconcile net loss to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for obsolete inventories
|
|
|
4,926
|
|
|
|
67
|
|
|
|
669
|
|
Provision for bad debts
|
|
|
434
|
|
|
|
927
|
|
|
|
1,047
|
|
Depreciation
|
|
|
31,417
|
|
|
|
16,913
|
|
|
|
13,934
|
|
Goodwill impairment charge
|
|
|
88,136
|
|
|
|
|
|
|
|
|
|
Amortization of identifiable intangible assets
|
|
|
8,501
|
|
|
|
7,143
|
|
|
|
7,121
|
|
Amortization of deferred financing costs and discount on notes
|
|
|
457
|
|
|
|
457
|
|
|
|
862
|
|
Write-off of deferred financing costs and discount on notes
|
|
|
|
|
|
|
|
|
|
|
7,512
|
|
Loss (gain) on disposal of property, plant and equipment
|
|
|
(109
|
)
|
|
|
(210
|
)
|
|
|
453
|
|
Deferred income taxes
|
|
|
(17,092
|
)
|
|
|
2,091
|
|
|
|
(2,578
|
)
|
Stock based compensation expense
|
|
|
41
|
|
|
|
408
|
|
|
|
41
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
44,247
|
|
|
|
(11,505
|
)
|
|
|
3,029
|
|
Inventories
|
|
|
20,658
|
|
|
|
(6,325
|
)
|
|
|
(3,018
|
)
|
Accounts payable
|
|
|
(23,090
|
)
|
|
|
11,133
|
|
|
|
(2,002
|
)
|
Accrued liabilities
|
|
|
6,871
|
|
|
|
(3,408
|
)
|
|
|
(530
|
)
|
Postretirement benefit obligations
|
|
|
|
|
|
|
2,783
|
|
|
|
(245
|
)
|
Pension benefit obligations
|
|
|
(1,714
|
)
|
|
|
(3,544
|
)
|
|
|
(1,139
|
)
|
Other assets and liabilities
|
|
|
2,969
|
|
|
|
2,411
|
|
|
|
(5,837
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
16,709
|
|
|
|
7,309
|
|
|
|
5,391
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment
|
|
|
(13,431
|
)
|
|
|
(44,583
|
)
|
|
|
(48,733
|
)
|
Proceeds from sale of property, plant and equipment
|
|
|
135
|
|
|
|
56
|
|
|
|
88
|
|
Acquisition of business
|
|
|
|
|
|
|
(4,349
|
)
|
|
|
|
|
Other
|
|
|
|
|
|
|
(799
|
)
|
|
|
(277
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(13,296
|
)
|
|
|
(49,675
|
)
|
|
|
(48,922
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in revolver balance
|
|
|
(4,524
|
)
|
|
|
42,531
|
|
|
|
|
|
Proceeds from long-term debt
|
|
|
|
|
|
|
|
|
|
|
225,000
|
|
Proceeds from long-term debt related party
|
|
|
|
|
|
|
|
|
|
|
75,000
|
|
Payments on long-term debt and capital lease obligations
|
|
|
(63
|
)
|
|
|
(165
|
)
|
|
|
(253,579
|
)
|
Proceeds from new capital lease obligations
|
|
|
1,174
|
|
|
|
|
|
|
|
|
|
Debt issuance costs
|
|
|
|
|
|
|
|
|
|
|
(3,800
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(3,413
|
)
|
|
|
42,366
|
|
|
|
42,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash
|
|
|
|
|
|
|
|
|
|
|
(910
|
)
|
Cash at beginning of year
|
|
|
|
|
|
|
|
|
|
|
910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at end of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flows information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
26,160
|
|
|
$
|
32,267
|
|
|
$
|
29,898
|
|
Income taxes paid (received)
|
|
|
(7,030
|
)
|
|
|
(4,664
|
)
|
|
|
494
|
|
See accompanying notes.
78
|
|
1.
|
Organization
and Description of Business
|
Neenah Foundry Company (Neenah), together with its subsidiaries
(collectively, the Company), manufactures gray and ductile iron
castings and forged components for sale to industrial and
municipal customers. Industrial castings are custom-engineered
and are produced for customers in several industries, including
the medium and heavy-duty truck components, farm equipment,
heating, ventilation and air-conditioning industries. Municipal
castings include manhole covers and frames, storm sewer frames
and grates, tree grates and specialty castings for a variety of
applications and are sold principally to state and local
government entities, utilities and contractors. The
Companys sales generally are unsecured.
Neenah is a wholly owned subsidiary of NFC Castings, Inc., which
is a wholly owned subsidiary of Neenah Enterprises, Inc. (NEI).
Neenah has the following subsidiaries, all of which are wholly
owned: Deeter Foundry, Inc. (Deeter); Mercer Forge Corporation
and subsidiaries (Mercer); Dalton Corporation and subsidiaries
(Dalton); Advanced Cast Products, Inc. and subsidiaries
(Advanced Cast Products); Gregg Industries, Inc. (Gregg); Neenah
Transport, Inc. (Transport), Morgans Welding, Inc.
(Morgans) and Cast Alloys, Inc. (Cast Alloys), which is
inactive. Deeter manufactures gray iron castings for the
municipal market and special application construction castings.
Mercer manufactures forged components for use in transportation,
railroad, mining and heavy industrial applications and
microalloy forgings for use by original equipment manufacturers
and industrial end users. Dalton manufactures gray iron castings
for refrigeration systems, air conditioners, heavy equipment,
engines, gear boxes, stationary transmissions, heavy-duty truck
transmissions and other automotive parts. Advanced Cast Products
manufactures ductile and malleable iron castings for use in
various industrial segments, including heavy truck, construction
equipment, railroad, mining and automotive. Prior to its closure
(as discussed in Note 3 to the consolidated financial
statements), Gregg manufactured gray and ductile iron castings
for industrial and commercial use. Transport is a common and
contract carrier licensed to operate in the continental United
States. The majority of Transports revenues are derived
from transport services provided to the Company. Morgans
fabricates steel frames and grates for the municipal market.
|
|
2.
|
Basis of
Presentation and Summary of Significant Accounting
Policies
|
Principles
of Consolidation
The consolidated financial statements include the accounts of
Neenah and its subsidiaries. All intercompany transactions have
been eliminated in consolidation.
Going
Concern
The accompanying consolidated financial statements of the
Company were prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The realization of
assets and the satisfaction of liabilities in the normal course
of business are dependent on, among other things, the
Companys ability to operate profitably and to generate
positive cash flows from operations. The Company has suffered
recurring net losses and negative cash flows. The Company failed
to satisfy its minimum fixed charge coverage ratio under the
2006 Credit Facility with respect to its 2009 fiscal year. On
November 10, 2009, the borrowers under the 2006 Credit
Facility entered into a forbearance agreement with the lenders
of the 2006 Credit Facility. Pursuant to the forbearance
agreement, the lenders agreed to, among other things, forbear
from exercising certain of the lenders rights and remedies
in respect of or arising out of certain specified defaults that
had occurred as of November 10, 2009 and that are expected
to occur during the effective period of the forbearance
agreement. Effective December 23, 2009, the borrowers under
the 2006 Credit Facility entered into an agreement pursuant to
which the lenders agreed to, among other things, waive certain
additional specified defaults and extend the expiration date of
the forbearance agreement to January 15, 2010. In the event
the lenders under the 2006 Credit Facility cause the amounts
borrowed to become due and immediately payable, the
91/2% Notes
and
121/2% Notes
79
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
would also become due and immediately payable. In addition,
Neenah has not made the interest payments due January 1,
2010 on the
91/2% Notes
or
121/2% Notes,
each of which is subject to an applicable grace period. These
matters raise substantial doubt about the Companys ability
to continue as a going concern. The Company is pursuing various
actions to improve its results of operations, cash flows and
financial position. These actions include, but are not limited
to, a restructuring of the Companys Notes on terms that
are more favorable to the Company. The Company has engaged a
third party financial advisor to assist the Company in enhancing
its liquidity position
and/or
restructuring its outstanding indebtedness. There can be no
assurance that any of the strategic alternatives being
considered by the Company will be successful or that the
Companys results of operations, cash flows and financial
position will improve.
Use of
Estimates
The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Accounts
Receivable
The Company evaluates the collectibility of its accounts
receivable based on a number of factors. For known
collectibility concerns, an allowance for doubtful accounts is
recorded based on the customers ability and likelihood to
pay based on managements review of the facts. For all
other accounts, the Company recognizes an allowance based on the
length of time the receivable is past due based on historical
experience. Adjustments to these estimates may be required if
the financial condition of the Companys customers were to
change. The Company does not require collateral or other
security on accounts receivable.
Inventories
Inventories at September 30, 2009 and 2008 are stated at
the lower of cost or market. The cost of inventories at Neenah
and Dalton is determined on the
last-in,
first-out (LIFO) method for substantially all inventories except
supplies, for which cost is determined on the
first-in,
first-out (FIFO) method. The cost of inventories at Deeter,
Mercer, Advanced Cast Products, Gregg and Morgans is
determined on the FIFO method. LIFO inventories comprised 40%
and 35% of total inventories at September 30, 2009 and
2008, respectively. If the FIFO method of inventory valuation
had been used by all companies, inventories would have been
approximately $13,875 and $20,495 higher than reported at
September 30, 2009 and 2008, respectively.
Assets
Held for Sale
Assets held for sale includes property and equipment at Gregg
with an estimated fair market value of $2,960.
Property,
Plant and Equipment
Property, plant and equipment acquired prior to
September 30, 2003 are stated at fair value, as required by
fresh start accounting. Additions to property, plant and
equipment subsequent to October 1, 2003 are stated at cost.
Depreciation is provided over the estimated useful lives (3 to
40 years) of the respective assets using the straight-line
method.
Capitalized
Interest
Interest is capitalized on the acquisition and construction of
long-term capital projects. Capitalized interest in fiscal 2008
and 2007 was $1,248 and $1,027, respectively. No interest was
capitalized in fiscal 2009.
80
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
Deferred
Financing Costs
Costs incurred to obtain long-term financing are amortized using
the effective interest method over the term of the related debt.
Identifiable
Intangible Assets
Identifiable intangible assets consist of customer lists,
tradenames and other and are amortized on a straight-line basis
over their estimated useful lives of 10 years,
40 years and 15 years, respectively.
Goodwill
In accordance with formerly SFAS No. 142,
Goodwill and Other Intangible Assets (SFAS 142)
(ASC Topic 350), the Company applies a fair value-based
impairment test to the net book value of goodwill on an annual
basis, and if certain events or circumstances indicate that an
impairment loss may have been incurred, on an interim basis. The
analysis of potential impairment of goodwill requires a two-step
process. The first step is the estimation of fair value of the
applicable reporting units. Estimated fair value is based on
management judgments and assumptions and those fair values are
compared with the aggregate carrying value of the reporting
units. If the reporting unit carrying amount is greater than the
fair value, then the second step must be completed to measure
the amount of impairment, if any.
The second step calculates the implied fair value of goodwill of
the reporting unit, which is compared to its carrying value. If
the implied fair value of goodwill is less than its carrying
value, an impairment loss is recognized equal to the difference.
During the second quarter of fiscal 2009, based on a combination
of factors indicating potential impairment of goodwill,
including deteriorating financial results from weakening
economic conditions, reduced operating activity, and increases
in the Companys weighted average cost of capital, the
Company performed an interim goodwill impairment test of each of
its reporting units with a goodwill balance. The fair value of
these reporting units was estimated based on a discounted
projection of future cash flows. The discount rate used in
determining discounted cash flows corresponded with the
Companys cost of capital, adjusted for risk where
appropriate. In determining the estimated future cash flows,
current and future levels of income were considered as well as
business trends and market conditions. The Company concluded
that the carrying amount of each reporting unit with a goodwill
balance was greater than their respective fair values.
The Company recognized a non-cash charge of $88,136 in the
second quarter of fiscal 2009 representing its best estimate of
goodwill impairment, which was confirmed by the results of the
second step analysis completed in the third quarter of fiscal
2009 with the assistance of a third party valuation firm.
The changes in the carrying amounts of segment goodwill for the
year ended September 30, 2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Castings
|
|
|
Other
|
|
|
Consolidated
|
|
|
Balance at September 30, 2008
|
|
$
|
86,699
|
|
|
$
|
1,437
|
|
|
$
|
88,136
|
|
Impairment charges
|
|
|
(86,699
|
)
|
|
|
(1,437
|
)
|
|
|
(88,136
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2009
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment
of Long-Lived Assets
Property, plant and equipment and identifiable intangible assets
are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be
recoverable. If the sum of the expected undiscounted cash flows
is less than the carrying value of the related asset or group of
assets, a loss is recognized for the difference between the fair
value and carrying value of the asset or group of assets. Such
analyses necessarily
81
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
involve significant judgment. Based on such analyses, in fiscal
2009, the Company recorded an impairment charge of $1,379
related to intangible assets at the Gregg Facility. There was no
impairment of long-lived assets recorded in fiscal 2008 or 2007.
Revenue
Recognition
Revenues are recognized when all of the following criteria are
met: persuasive evidence of an arrangement exists; delivery has
occurred and ownership has transferred to the customer; the
price to the customer is fixed and determinable; and
collectibility is reasonably assured. The Company meets these
criteria for revenue recognition upon shipment of product, which
corresponds with transfer of title.
Shipping
and Handling Costs
Shipping and handling costs billed to customers are recognized
within net sales. Shipping and handling costs are included in
cost of sales.
Advertising
Costs
Advertising costs are expensed as incurred. Advertising costs
were $542, $1,048 and $793 for the years ended
September 30, 2009, 2008 and 2007, respectively.
Income
Taxes
Deferred income taxes are provided for temporary differences
between the financial reporting and income tax basis of the
Companys assets and liabilities and are measured using
currently enacted tax rates and laws.
Financial
Instruments
The carrying value of the Companys financial instruments,
including accounts receivable, accounts payable, borrowings
under the revolving credit facility and capital lease
obligations approximates fair value. The fair value of the
Companys
91/2% Notes,
based on quoted market prices, was approximately $191,250 at
September 30, 2009 compared to a carrying value of
$225,000. The Company has concluded that it is not practicable
to determine the fair value of the $75,000
121/2% Notes
because they were issued to a related party.
Comprehensive
Income/Loss
Comprehensive income/loss represents net income/loss plus any
gains or losses that, in accordance with U.S. generally
accepted accounting principles, are excluded from net
income/loss and recognized directly as a component of
stockholders equity.
Stock
Based Compensation
Effective October 1, 2005, the Company adopted the fair
value recognition provisions of formerly SFAS 123(R) (ASC
Topic 718), Share-Based Payment, using the
prospective-transition method. Accordingly, the provisions of
formerly SFAS No. 123(R) are applied prospectively to
new awards and to awards modified, repurchased or cancelled
after the adoption date.
New
Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board
(FASB) issued SFAS No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement
Plans, an amendment of FASB Statements No. 87, 88, 106 and
132(R) (SFAS 158) (ASC Topic 715). SFAS 158
requires employers that sponsor defined benefit pension and
postretirement benefit plans to recognize previously
unrecognized actuarial losses and prior
82
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
service costs in the statement of financial position and to
recognize future changes in these amounts in the year in which
changes occur through comprehensive income. As a result, the
balance sheet will reflect the funded status of those plans as
an asset or liability. Additionally, employers are required to
measure the funded status of a plan as of the date of its
year-end statement of financial position and provide additional
disclosures. On September 30, 2007, the Company adopted the
provisions of formerly SFAS 158 by recognizing the funded
status of its defined benefit pension and postretirement benefit
plans in the balance sheet. The measurement date provisions of
formerly SFAS 158 were adopted on September 30, 2009.
See Note 11 to the consolidated financial statements for
further information.
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements (SFAS 157) (ASC Topic
820). SFAS 157 defines fair value, establishes a framework
for measuring fair value in U.S. generally accepted accounting
principles, and expands disclosures about fair value
measurements. The Company adopted formerly SFAS 157
effective October 1, 2008. The adoption of formerly
SFAS 157 did not have a significant impact on our results
of operations or financial position.
In February 2007, the FASB issued SFAS No. 159,
The Fair Value Option for Financial Assets and Financial
Liabilities, including an amendment of formerly FASB Statement
No. 115 (SFAS 159) (ASC Topic 825).
SFAS 159 permits companies to choose to measure many
financial instruments and certain other items at fair value that
are not currently required to be measured at fair value and
establishes presentation and disclosure requirements designed to
facilitate comparisons between companies that choose different
measurement attributes for similar types of assets and
liabilities. The Company adopted formerly SFAS 159
effective October 1, 2008. The adoption of formerly
SFAS 159 did not have a significant impact on our results
of operations or financial position.
In December 2007, the FASB issued SFAS No. 141
(revised 2007), Business Combinations (ASC Topic
805). SFAS No. 141 (revised 2007) replaces
SFAS No. 141, Business Combinations, and
applies to all transaction or other events in which an entity
obtains control of one or more businesses and combinations
achieved without the transfer of consideration. This statement
is effective for fiscal years beginning on or after
December 15, 2008. The Company does not anticipate this
pronouncement will have a significant impact on our results of
operations or financial position.
In April 2008, the FASB issued FSP
FAS 142-3,
Determination of the Useful Life of Intangible
Assets
(FSP 142-3)
(ASC Topic 350).
FSP 142-3
amends the factors to be considered in determining the useful
life of intangible assets. Its intent is to improve the
consistency between the useful life of an intangible asset and
the period of expected cash flows used to measure its fair value
by allowing an entity to consider its own historical experience
in renewing or extending the useful life of a recognized
intangible asset. Formerly
FSP 142-3
is effective for fiscal years beginning after December 15,
2008. The Company is currently evaluating the effects that
formerly
FSP 142-3
may have on its financial statements.
In December 2008, the FASB issued FSP FAS 132(R)-1,
Employers Disclosures about Postretirement Benefit
Plan Assets (FSP 132(R)-1) (ASC Topic 715), as an
amendment to formerly SFAS No. 132 (revised 2003), to
require additional disclosures about assets held in an
employers pension and other postretirement benefit plans.
Formerly FSP 132(R)-1 is effective for fiscal years ending
after December 15, 2009. The Company is currently
evaluating the effects that formerly FSP 132(R)-1 may have
on its financial statements.
In May 2009, the FASB issued Statement of Financial Accounting
Standards No. 165, Subsequent Events
(SFAS 165) (ASC Topic 855). This statement provides
disclosure requirements regarding subsequent events. On
June 30, 2009, the Company adopted formerly
SFAS No. 165. Other than the item already discussed
above in Liquidity and Debt Instruments, the
adoption of formerly SFAS 165 did not have a material
impact on the Companys results of operations and financial
condition.
In June 2009, the FASB issued SFAS No. 168, The
FASB Accounting Standards CodificationTM and the Hierarchy of
Generally Accepted Accounting Principles a
replacement of formerly SFAS No. 162 (SFAS 168).
SFAS 168 establishes the FASB Accounting Standards
CodificationTM (Codification) as the single source of
authoritative U.S. GAAP recognized by the FASB to be
applied by nongovernmental entities in the preparation of
83
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
financial statements in conformity with U.S. GAAP. Rules
and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative U.S. GAAP
for SEC registrants. SFAS 168 and the Codification are
effective for financial statements issued for interim and annual
periods ending after September 15, 2009. The Codification
supersedes all existing non-SEC accounting and reporting
standards. All other non-grandfathered non-SEC accounting
literature not included in the Codification is deemed
non-authoritative. Following formerly SFAS 168, the FASB
will not issue new standards in the form of Statements, FASB
Staff Positions, or Emerging Issues Task Force Abstracts.
Instead, the FASB will issue Accounting Standards Updates, which
will serve only to: (a) update the Codification;
(b) provide background information about the guidance; and
(c) provide the bases for conclusions on the change(s) in
the Codification. Amendments to the Codification are made by
issuing an FASB Accounting Standards Update that
will display an issue date expressed as the year with number
sequence. The adoption of this standard and the Codification did
not have an effect on the Companys financial position or
results of operations or cash flows.
|
|
3.
|
Acquisition
and Divestitures
|
Morgans Welding. On August 5, 2008,
the Company purchased substantially all of the assets of
Morgans Welding, Inc. (Morgans), a steel fabricator
located in Pennsylvania, for a cash purchase price of $4,088. In
addition, the Company incurred $261 in direct costs related to
the acquisition and assumed $564 of current liabilities. The
purchase was financed through borrowings under the existing 2006
Credit Facility.
The purchase has been accounted for using the purchase method of
accounting and accordingly, the consolidated statements of
operations include the results of operations of Morgans
since the date of acquisition. The following table summarizes
the fair values of the assets and the liabilities assumed at the
date of acquisition:
|
|
|
|
|
Accounts receivable
|
|
$
|
827
|
|
Inventories
|
|
|
561
|
|
Other current assets
|
|
|
13
|
|
Property, plant and equipment
|
|
|
1,665
|
|
Identifiable intangible assets
|
|
|
410
|
|
Goodwill
|
|
|
1,437
|
|
Current liabilities
|
|
|
(564
|
)
|
|
|
|
|
|
|
|
$
|
4,349
|
|
|
|
|
|
|
Kendallville Closure. Due to pressures of the
overall weak economy and the particularly difficult economic
issues facing the foundry industry and manufacturing in general,
in December 2008, the Companys Board of Directors approved
the closure of the Companys Kendallville, Indiana,
manufacturing facility. The facility ceased production on
schedule in March, 2009, and the Company completed the plant
shutdown during fiscal 2009. The shutdown resulted in
258 employee terminations. During the year ended
September 30, 2009, the Company recorded charges of $2,528
for employee costs and $1,086 of other related costs in the
restructuring line item, along with $3,831 for higher than
normal depreciation and $3,625 to write down inventory and other
current assets to market value, net of recoveries, in the cost
of sales line item in the condensed consolidated statement of
operations. The Kendallville facility was included in the
Castings segment.
Gregg Closure. In February 2009, the
Companys Board of Directors also approved the closure of
the Companys Gregg Industries, Inc. facility. The plant,
located in El Monte, California, substantially ceased production
in late April 2009. The facilitys foundry operations were
closed during fiscal 2009 and its machining operations were
ceased in October 2009. During the year ended September 30,
2009, the Company recorded charges of $7,546 for higher than
normal depreciation and $740 to write down inventory to market
value, net of recoveries, which have been included in the cost
of sales line item in the accompanying condensed consolidated
statement of operations. The closure of the Gregg facility is
not expected to result in any material severance payments to
84
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
employees and the Company is currently evaluating the impact of
any other exit or closure related costs. The Gregg facility was
included in the Castings segment.
Inventories consisted of the following as of September 30:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Raw materials
|
|
$
|
5,497
|
|
|
$
|
9,899
|
|
Work in process and finished goods
|
|
|
27,046
|
|
|
|
43,901
|
|
Supplies
|
|
|
12,888
|
|
|
|
17,215
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
45,431
|
|
|
$
|
71,015
|
|
|
|
|
|
|
|
|
|
|
Identifiable intangible assets consisted of the following as of
September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer lists
|
|
$
|
67,150
|
|
|
$
|
40,217
|
|
|
$
|
67,150
|
|
|
$
|
33,515
|
|
Tradenames
|
|
|
16,542
|
|
|
|
3,851
|
|
|
|
16,542
|
|
|
|
2,063
|
|
Other
|
|
|
155
|
|
|
|
62
|
|
|
|
155
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
83,847
|
|
|
$
|
44,130
|
|
|
$
|
83,847
|
|
|
$
|
35,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company does not have any intangible assets deemed to have
indefinite lives. The Company expects to recognize amortization
expense of $7,102 in fiscal years 2010 through 2013 and expense
of $402 in fiscal 2014.
Long-term debt consisted of the following as of September 30:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
121/2% Senior
Subordinated Notes
|
|
$
|
75,000
|
|
|
$
|
75,000
|
|
91/2% Senior
Secured Notes
|
|
|
225,000
|
|
|
|
225,000
|
|
Revolving credit facility
|
|
|
55,159
|
|
|
|
59,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
355,159
|
|
|
|
359,683
|
|
Less current portion
|
|
|
55,159
|
|
|
|
59,683
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
|
|
|
|
|
|
|
|
|
On December 29, 2006, the Company repaid its outstanding
indebtedness under its then existing credit facility,
repurchased all $133,130 of its outstanding 11% Senior
Secured Notes due 2010 through an issuer tender offer, retired
$75,000 of its outstanding 13% Senior Subordinated Notes
due 2013 (the 13% Notes) by exchanging them for $75,000 of
new
121/2% Senior
Subordinated Notes due 2013 (the
121/2% Notes)
in a private transaction, and issued a notice to redeem the
remaining $25,000 of 13% Notes that remained outstanding
after the initial exchange. The remaining 13% Notes were
redeemed on February 2, 2007. To fund these payments and to
provide cash for capital expenditures, ongoing working capital
requirements and general corporate purposes, the Company
(a) issued $225,000 of new
91/2% Senior
Secured Notes due 2017 (the
91/2% Notes)
and the $75,000 of
121/2% Notes
and
85
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
(b) entered into an amended and restated revolving credit
facility (the 2006 Credit Facility). The
121/2% Notes
were issued in a related party transaction with a substantial
stockholder of the Companys ultimate parent, NEI, in
exchange for 13% Notes held by such stockholder.
The 2006 Credit Facility provides for borrowings in an amount up
to $110,000 and matures on December 31, 2011. Borrowings in
the amount of $55,159 were outstanding and Neenah had unused
availability of $5,659 under the 2006 Credit Facility as of
September 30, 2009. Availability under the 2006 Credit
Facility is subject to customary conditions and is limited by
the Companys borrowing base determined by the amount of
accounts receivable, inventory, casting patterns and core boxes.
Amounts under the 2006 Credit Facility may be borrowed, repaid
and reborrowed subject to the terms of the facility. The
interest rate on the 2006 Credit Facility is based on LIBOR
(2.00% at September 30, 2009) or prime (3.25% at
September 30, 2009) plus an applicable margin, based
upon the Company meeting certain financial statistics. The
weighted-average interest rate on the outstanding borrowings
under the 2006 Credit Facility at September 30, 2009 was
2.28%, compared to 4.32% at September 30, 2008.
Substantially all of Neenahs wholly owned subsidiaries are
co-borrowers with Neenah under the 2006 Credit Facility. In
addition, NFC Castings, Inc. and the remaining wholly owned
subsidiaries of Neenah jointly, fully, severally and
unconditionally guarantee Neenahs obligations under the
2006 Credit Facility, subject to customary exceptions for
transactions of this type.
The borrowers and guarantors obligations under the
2006 Credit Facility are secured by first priority liens,
subject to customary restrictions, on Neenahs and the
guarantors accounts receivable, inventory, casting
patterns and core boxes, business interruption insurance
policies, certain inter-company loans, cash and deposit accounts
and related assets, subject to certain exceptions, and any
proceeds of the foregoing, and by second priority liens (junior
to the liens securing the
91/2% Notes)
on substantially all of our and the guarantors remaining
assets. The
91/2% Notes,
and the guarantees in respect thereof, are equal in right of
payment to the 2006 Credit Facility, and the guarantees in
respect thereof. Borrowings under the 2006 Credit Facility have
been classified as current liabilities in the accompanying
consolidated balance sheets in accordance with the consensus of
Emerging Issues Task Force
No. 95-22,
Balance Sheet Classification of Borrowings Outstanding
under Revolving Credit Agreements that include both a Subjective
Acceleration Clause and a Lock-Box Arrangement. (ASC Topic
470).
The 2006 Credit Facility requires the Company to observe certain
customary conditions, affirmative covenants and negative
covenants including springing financial covenants
that require the Company to satisfy a trailing four quarter
minimum interest coverage ratio of 2.0x (through the fiscal
quarter ending December 31, 2008) or a trailing four
quarter minimum fixed charge coverage ratio of 1.0x (commencing
with the fiscal quarter ending March 31, 2009) if
unused availability is less than $15.0 million for any
period of three consecutive business days during a fiscal
quarter. Following the payment of interest on Neenahs
91/2% Senior
Secured Notes due 2017 on July 1, 2009, the Companys
unused availability under its 2006 Credit Facility remained
below the $15.0 million threshold applicable to its
springing financial covenant for three business days
during the fourth quarter of fiscal 2009. As a result, the
Company is required to measure the minimum fixed charge coverage
ratio set forth in its 2006 Credit Facility for the 2009 fiscal
year.
The Company failed to satisfy its minimum fixed charge coverage
ratio under the 2006 Credit Facility with respect to its 2009
fiscal year. On November 10, 2009, the borrowers under the
2006 Credit Facility entered into a forbearance agreement with
the lenders of the 2006 Credit Facility. Pursuant to the
forbearance agreement, the lenders agreed to, among other
things, forbear from exercising certain of the lenders
rights and remedies in respect of or arising out of certain
specified defaults that had occurred as of November 10,
2009 and that are expected to occur during the effective period
of the forbearance agreement. Effective December 23, 2009,
the borrowers under the 2006 Credit Facility entered into an
agreement pursuant to which the lenders agreed to, among other
things, waive certain additional specified defaults and extend
the expiration date of the forbearance agreement to
January 15, 2010. In the event the lenders under the 2006
Credit Facility cause the amounts borrowed to become due and
immediately payable, the
91/2% Notes
and
121/2% Notes
would also become due and immediately payable. In addition,
Neenah has not made the interest payments due January 1,
2010 on the
91/2% Notes
or
121/2% Notes,
each of which is subject to an applicable grace period. See
Note 2 to the consolidated financial statements for further
information.
86
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
The
91/2% Notes
mature on January 1, 2017. Interest is payable semiannually
on January 1 and July 1. The
91/2% Notes
are secured by first-priority liens on substantially all of
Neenahs and the guarantors assets (other than
accounts receivable, inventory, casting patterns and core boxes,
business interruption insurance policies, certain inter-company
loans, cash and deposit accounts and related assets, subject to
certain exceptions, and any proceeds of the foregoing) and by
second-priority liens, junior to the liens for the benefit of
the lenders under the 2006 Credit Facility, on Neenahs and
the guarantors accounts receivable, inventory, casting
patterns and core boxes, business interruption insurance
policies, certain inter-company loans, cash and deposit accounts
and related assets, subject to certain exceptions, and any
proceeds of the foregoing. Neenahs obligations under the
91/2% Notes
are guaranteed on a secured basis by each of its wholly owned
subsidiaries.
The
121/2% Notes
are unsecured and mature on September 30, 2013. Interest of
not less than 5% is payable in cash and the remainder (up to
71/2%)
may be
paid-in-kind
semiannually on January 1 and July 1. On July 1, 2009
the Company entered into an agreement with Tontine Capital
Partners, L.P., the holder of all the
121/2% Notes,
to allow the Company to defer the entire semi-annual interest
payment (representing a deferral of an interest payment of
approximately $4.7 million and interest on the previously
deferred interest payment of $0.2 million) due on
July 1, 2009. The Company had previously elected to defer
the payment of interest at an annual rate of
71/2%
due on the
121/2% Notes
with respect to the January 1, 2009 interest payment date
(representing a deferral of an interest payment of approximately
$2.8 million), as is permitted under the terms of the
outstanding
121/2% Notes.
The
91/2%
and the
121/2% Notes
are jointly, fully, severally and unconditionally guaranteed by
all of Neenahs subsidiaries. The
91/2% Notes
and the
121/2% Notes
contain customary covenants typical to this type of financing,
such as limitations on (1) indebtedness,
(2) restricted payments, (3) liens,
(4) distributions from restricted subsidiaries,
(5) sale of assets, (6) affiliate transactions,
(7) mergers and consolidations and (8) lines of
business.
As a result of the refinancing transactions discussed above, the
Company incurred $20,429 of debt refinancing costs in the year
ended September 30, 2007. This amount consisted of a
$12,917 tender premium paid to repurchase the 11% Senior
Secured Notes due 2010, $5,940 to write off the unamortized
portion of discount on the 11% Senior Secured Notes and
$1,572 to write off the unamortized portion of deferred
financing costs on the old indebtedness.
|
|
7.
|
Commitments
and Contingencies
|
The Company leases certain plants, warehouse space, machinery
and equipment, office equipment and vehicles under operating
leases, which generally include renewal options. Rent expense
under these operating leases for the years ended
September 30, 2009, 2008 and 2007 totaled $2,602, $2,624
and $2,985, respectively.
During the year ended September 30, 2009, the Company
financed purchases of property, plant and equipment totaling
$1,008 by entering into capital lease obligations. Property,
plant and equipment under leases accounted for as capital leases
as of September 30 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Machinery and equipment
|
|
$
|
1,606
|
|
|
$
|
598
|
|
Less accumulated depreciation
|
|
|
563
|
|
|
|
265
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,043
|
|
|
$
|
333
|
|
|
|
|
|
|
|
|
|
|
87
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
Minimum rental payments due under operating and capital leases
for fiscal years subsequent to September 30, 2009, are as
follows:
|
|
|
|
|
|
|
|
|
|
|
Operating
|
|
|
Capital
|
|
|
|
Leases
|
|
|
Leases
|
|
|
2010
|
|
$
|
2,030
|
|
|
$
|
308
|
|
2011
|
|
|
1,521
|
|
|
|
308
|
|
2012
|
|
|
1,012
|
|
|
|
300
|
|
2013
|
|
|
749
|
|
|
|
334
|
|
2014
|
|
|
475
|
|
|
|
251
|
|
Thereafter
|
|
|
26
|
|
|
|
388
|
|
|
|
|
|
|
|
|
|
|
Total minimum lease payments
|
|
$
|
5,813
|
|
|
|
1,889
|
|
|
|
|
|
|
|
|
|
|
Less amount representing interest
|
|
|
|
|
|
|
307
|
|
|
|
|
|
|
|
|
|
|
Present value of minimum lease payments
|
|
|
|
|
|
|
1,582
|
|
Less current portion
|
|
|
|
|
|
|
58
|
|
|
|
|
|
|
|
|
|
|
Capital lease obligations
|
|
|
|
|
|
$
|
1,524
|
|
|
|
|
|
|
|
|
|
|
Approximately 70% of the Companys employees (or
approximately 92% of the Companys hourly workforce) are
covered by collective bargaining agreements.
The Company completed the installation phase of its
$54 million capital project to replace a
40-year-old
mold line at the Neenah facility in fiscal 2008. This new
state-of-the-art
mold line has significantly enhanced operating efficiencies,
increased capacity and provided expanded molding capabilities
for the municipal and industrial product lines.
Start-up
operations began on schedule during the third quarter of fiscal
2008. The second phase of the project includes enhanced
core-making capabilities and the inclusion of ductile iron
capacity. Due to the current downturn in all of our markets, the
full efficiency and capability improvements from the new mold
line have not yet been realized. At September 30, 2009, the
Company had expended $53.0 million (including capitalized
interest of $2.3 million) and an additional
$3.5 million of expenditures are necessary to complete the
second phase of the new mold line project as of such date. The
Company is currently making the remaining expenditures necessary
to complete the second phase of the project.
On November 5, 2008, the Company entered into a settlement
agreement and release with the South Coast Air Quality
Management District (District) to resolve outstanding notices of
violation (NOVs) and to terminate an abatement order related to
its Gregg facility. Aside from resolving the enforcement claims,
the main purpose of the settlement agreement is to obligate the
Company to undertake various operations measures and projects to
reduce or eliminate odors associated with foundry operations.
The Company has completed many of the tasks set forth in the
settlement agreement. In light of the closure of the foundry,
however, the Company has not completed, and will not complete,
all of the tasks identified in the settlement agreement.
Instead, the Company has advised the District that termination
of foundry operations has achieved, or will achieve, odor
elimination or mitigation which is superior to the odor control
which would have been achieved had the Company implemented all
the projects and measures set forth in the settlement agreement.
The Company currently is discussing with the District how, when
or if to modify or terminate the settlement agreement in light
of the closure of the foundry. Since the 2008 settlement
agreement, the District has issued the Gregg facility two NOVs,
both of which remain pending. The Company has vigorously
disputed the NOVs. The Company has explained, in writing, why
both NOVs are not properly issued under law. The District has
not yet responded to the Companys rebuttal of the NOVs.
The Company is involved in various other claims and litigation
in the normal course of business. In the judgment of management,
the ultimate resolution of these matters is not likely to
materially affect the Companys consolidated financial
statements.
88
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
The Company had no material events arise other than those
already described between September 30, 2009 and
January 13, 2010, the issue date of these consolidated
financial statements.
The authorized capital of the Company consists of
1,000 shares of common stock, with a par value of $100 per
share. All shares have equal voting rights.
NEI has a Management Equity Incentive Plan (the Plan) which
provides for the issuance of share based awards to key employees
and directors of NEI, the Company and their subsidiaries up to
an aggregate total of 1,600,000 shares of NEI common stock.
The Plan allows for the grant of incentive or non-qualified
stock option awards and restricted stock awards. As of
September 30, 2009, share based awards to purchase
606,408 shares of NEI common stock were available for grant
under the Plan. The Company records compensation expense for the
Plan ratably over the vesting period.
In fiscal 2009, the Company recorded $25 of stock-based
compensation expense associated with the outstanding stock
options.
A summary of the Companys stock option activity for the
year ended September 30, 2009 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Exercise
|
|
|
|
Options
|
|
|
Price
|
|
|
Options outstanding, beginning of the year
|
|
|
123,000
|
|
|
$
|
7.77
|
|
Options granted
|
|
|
0
|
|
|
|
|
|
Options forfeited
|
|
|
(14,000
|
)
|
|
|
7.77
|
|
Options exercised
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding, end of the year
|
|
|
109,000
|
|
|
$
|
7.77
|
|
|
|
|
|
|
|
|
|
|
Options exercisable, end of the year
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company uses the Black-Scholes valuation model to value
stock options utilizing the following weighted average
assumptions:
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
|
|
|
|
2.84
|
%
|
Expected volatility
|
|
|
|
|
|
|
50.00
|
%
|
Expected dividend yield
|
|
|
|
|
|
|
0.00
|
%
|
Expected term (in years)
|
|
|
|
|
|
|
4.5
|
|
The Company used NEIs and comparable companies
historical stock prices as the basis for the Companys
volatility assumption. The assumed risk-free interest rate was
based on U.S. Treasury rates in effect at the time of the
grant. NEI has not paid any dividends and does not expect to pay
any dividends in the future. The expected option term represents
the period of time that the options granted are expected to be
outstanding and was based on the average of the vesting term and
contractual term.
As of September 30, 2009, the Company had $50 of
unrecognized compensation expense related to outstanding stock
options, which will be recognized over a weighted average period
of 1.3 years.
89
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
NEI stock options outstanding as of September 30, 2009 were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Average
|
|
Weighted
|
|
|
|
|
|
|
Remaining
|
|
Average
|
|
Aggregate
|
|
|
Number
|
|
Contractual
|
|
Exercise
|
|
Intrinsic
|
Price Range
|
|
Outstanding
|
|
Life (In Years)
|
|
Price
|
|
Value
|
|
$7.77
|
|
|
109,000
|
|
|
|
5.3
|
|
|
$
|
7.77
|
|
|
$
|
|
|
In fiscal 2007, the Company granted 50,000 shares of NEI
restricted stock under the Plan which vest in two equal
installments on the first and second anniversary of the grant
date and were determined to have a grant date fair value of
$6.50 per share, based on available quoted market prices. On
January 24, 2008, certain of the Companys
non-employee directors were awarded restricted stock units
pursuant to the Plan. The restricted stock units represent the
right to receive an equal number of shares of NEI common stock.
The restricted stock units vest immediately, but the underlying
shares will not be distributed until the director terminates
service.
Stock compensation expense recognized by the Company associated
with restricted stock and restricted stock units for the years
ended September 30, 2009, 2008 and 2007, was $16, $369 and
$41, respectively.
As required by FASB Interpretation Number 48 (FIN 48) (ASC
Topic 740), the Company has classified the amounts recorded for
uncertain tax positions in the consolidated balance sheet at
September 30, 2009 as other non-current liabilities to the
extent that payment is not anticipated within one year. Prior
year financial statements have not been restated. Presented
below is a reconciliation of the beginning and ending amounts of
unrecognized income tax benefits:
|
|
|
|
|
Balance at October 1, 2008
|
|
$
|
1,125
|
|
Gross decreases for tax positions of prior years
|
|
|
(594
|
)
|
Gross increases for tax positions of the current year
|
|
|
4
|
|
Lapse of statute of limitations
|
|
|
(37
|
)
|
|
|
|
|
|
Balance at September 30, 2009
|
|
$
|
498
|
|
|
|
|
|
|
As of September 30, 2009, $498 of the unrecognized tax
benefits would reduce the Companys overall tax expense if
recognized.
The Company recognizes accrued interest and penalties related to
unrecognized tax benefits as income tax expense. During the year
ended September 30, 2009, the Company recognized a gross
benefit of $586 resulting from the release of accrued interest
and penalties. Total accrued interest and penalties were $187 at
September 30, 2009.
The Internal Revenue Service has audited the Companys
federal tax returns through September 30, 2008. State
income tax returns are generally subject to examination for a
period of 3 to 5 years after filing of the respective
return. The state impact of any federal changes remains subject
to examination by various states for a period of up to two years
after formal notification to the states.
90
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
Income tax expense (benefit) consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(319
|
)
|
|
$
|
(7,759
|
)
|
|
$
|
(6,593
|
)
|
State
|
|
|
204
|
|
|
|
527
|
|
|
|
352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(115
|
)
|
|
|
(7,232
|
)
|
|
|
(6,241
|
)
|
Deferred
|
|
|
(24,304
|
)
|
|
|
2,091
|
|
|
|
(2,578
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(24,419
|
)
|
|
$
|
(5,141
|
)
|
|
$
|
(8,819
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The provision (credit) for income taxes differed from the amount
computed by applying the federal statutory rate of 35% to income
(loss) before income taxes as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Provision at statutory rate
|
|
$
|
(61,027
|
)
|
|
$
|
(6,011
|
)
|
|
$
|
(7,961
|
)
|
State income taxes, net of federal taxes
|
|
|
133
|
|
|
|
343
|
|
|
|
(841
|
)
|
Change in valuation allowance
|
|
|
6,569
|
|
|
|
1,864
|
|
|
|
|
|
Lapse of statute of limitations
|
|
|
|
|
|
|
(1,222
|
)
|
|
|
|
|
Permanent difference due to goodwill write-off
|
|
|
30,342
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
(436
|
)
|
|
|
(115
|
)
|
|
|
(17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision (credit) for income taxes
|
|
$
|
(24,419
|
)
|
|
$
|
(5,141
|
)
|
|
$
|
(8,819
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
Deferred income tax assets and liabilities consisted of the
following as of September 30:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Deferred income tax liabilities:
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
$
|
(17,077
|
)
|
|
$
|
(17,750
|
)
|
Identifiable intangible assets
|
|
|
(14,446
|
)
|
|
|
(18,371
|
)
|
Other
|
|
|
(556
|
)
|
|
|
(521
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,079
|
)
|
|
|
(36,642
|
)
|
Deferred income tax assets:
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
2,487
|
|
|
|
492
|
|
Employee benefit plans
|
|
|
17,777
|
|
|
|
6,588
|
|
Accrued vacation
|
|
|
1,744
|
|
|
|
1,939
|
|
Other accrued liabilities
|
|
|
2,067
|
|
|
|
1,662
|
|
Federal and State net operating loss
|
|
|
30,156
|
|
|
|
1,919
|
|
Other
|
|
|
1,245
|
|
|
|
1,506
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
55,476
|
|
|
|
14,106
|
|
Valuation allowance for deferred income tax assets
|
|
|
(23,397
|
)
|
|
|
(1,919
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,187
|
|
|
|
|
|
|
|
|
|
|
Net deferred income tax liability
|
|
$
|
|
|
|
$
|
(24,455
|
)
|
|
|
|
|
|
|
|
|
|
Included in the consolidated balance sheets as:
|
|
|
|
|
|
|
|
|
Current deferred income tax asset
|
|
$
|
5,948
|
|
|
$
|
4,610
|
|
Noncurrent deferred income tax liability
|
|
|
17,449
|
|
|
|
(27,146
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
23,397
|
|
|
$
|
(22,536
|
)
|
Valuation Allowance for deferred income tax assets
|
|
|
(23,397
|
)
|
|
|
(1,919
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
(24,455
|
)
|
|
|
|
|
|
|
|
|
|
As of September 30, 2009, the Company had federal and state
net operating loss carryforwards of $72,098 and $94,163
respectively, which expire in varying amounts through fiscal
2029. A valuation allowance of $23,397 has been established
against the net deferred tax asset at September 30, 2009
due to the uncertainty regarding the realization of the deferred
tax benefit through future earnings.
|
|
11.
|
Employee
Benefit Plans
|
Defined-Benefit
Pension Plans and Postretirement Benefits
The Company sponsors five defined-benefit pension plans covering
the majority of its hourly employees. Retirement benefits under
the pension plans are based on years of service and
defined-benefit rates. The Company follows a measurement date of
September 30 for all of its pension plans. The Company
previously used a June 30 measurement date for its pension
plans. The Company funds the pension plans based on actuarially
determined cost methods allowable under Internal Revenue Service
regulations. During each of the years ended September 30,
2006 and 2007, the Company amended one of its defined-benefit
pension plans to freeze its defined benefit rate and credited
years of service. No curtailment gain or loss was required in
conjunction with freezing these defined-benefit plans.
The Company also sponsors unfunded defined-benefit
postretirement health care plans covering substantially all
salaried and hourly employees at Neenah and their dependents.
For salaried employees at Neenah, benefits are
92
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
provided from the date of retirement for the duration of the
employees life, while benefits for hourly employees at
Neenah are provided from retirement to age 65.
Retirees contributions to the plans are based on years of
service and age at retirement. The Company funds benefits as
incurred.
Adoption
of formerly SFAS 158 (ASC Topic 715)
As discussed in Note 2, on September 30, 2007, the
Company adopted formerly SFAS 158 (ASC Topic 715), as it
relates to recognizing the funded status of its defined benefit
pension and postretirement health care plans in its consolidated
balance sheets and related disclosure provisions. Funded status
is defined as the difference between the projected benefit
obligation and the fair value of plan assets. Upon adoption, the
Company recorded an adjustment to accumulated other
comprehensive income (loss) representing the recognition of
previously unrecorded pension and postretirement healthcare
liabilities related to net unrecognized actuarial gains and
unrecognized prior service costs and credits. These amounts will
be subsequently recognized as a component of net periodic
pension cost pursuant to the Companys historical
accounting policy for recognizing such amounts.
Formerly SFAS 158 (ASC Topic 715) also requires
companies to measure the funded status of plans as of the date
of the companys fiscal year end, which the Company was
required to adopt as of September 30, 2009. The Company
previously used a June 30 measurement date for its deferred
benefit and postretirement health care plans. Upon adoption, the
Company recorded a decrease to the opening balance of retained
earnings of $536. The adoption of SFAS did not affect taxes.
Amounts included in accumulated other comprehensive income, net
of tax, at September 30, 2009 which have not yet been
recognized in net periodic benefit cost were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Pension
|
|
Postretirement
|
|
|
Plans
|
|
Benefits
|
|
Prior service cost
|
|
$
|
746
|
|
|
$
|
2,113
|
|
Net actuarial (gain) loss
|
|
|
25,522
|
|
|
|
(1,478
|
)
|
Amounts included in accumulated other comprehensive income, net
of tax, at September 30, 2009 expected to be recognized in
net periodic benefit cost during the fiscal year ending
September 30, 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Pension
|
|
Postretirement
|
|
|
Plans
|
|
Benefits
|
|
Prior service cost
|
|
$
|
69
|
|
|
$
|
163
|
|
Net actuarial (gain) loss
|
|
|
(355
|
)
|
|
|
(43
|
)
|
93
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
Obligations
and Funded Status
The following table summarizes the funded status of the pension
plans and postretirement benefit plans and the amounts
recognized in the consolidated balance sheets at
September 30, 2009 and June 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
Postretirement
|
|
|
|
Benefits
|
|
|
Benefits
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation beginning of year
|
|
$
|
73,065
|
|
|
$
|
74,871
|
|
|
$
|
8,468
|
|
|
$
|
5,586
|
|
Service cost
|
|
|
1,716
|
|
|
|
1,503
|
|
|
|
340
|
|
|
|
313
|
|
Interest cost
|
|
|
6,014
|
|
|
|
4,543
|
|
|
|
732
|
|
|
|
528
|
|
Unrecognized prior service cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan amendments
|
|
|
|
|
|
|
499
|
|
|
|
|
|
|
|
2,844
|
|
Actuarial gains (losses)
|
|
|
13,654
|
|
|
|
(5,210
|
)
|
|
|
2,387
|
|
|
|
(214
|
)
|
Benefits paid
|
|
|
(4,481
|
)
|
|
|
(3,141
|
)
|
|
|
(593
|
)
|
|
|
(589
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation end of year
|
|
$
|
89,968
|
|
|
$
|
73,065
|
|
|
$
|
11,334
|
|
|
$
|
8,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets beginning of year
|
|
$
|
68,516
|
|
|
$
|
70,716
|
|
|
$
|
|
|
|
$
|
|
|
Actual return (loss) on plan assets
|
|
|
(5,199
|
)
|
|
|
(3,022
|
)
|
|
|
|
|
|
|
|
|
Company contributions
|
|
|
1,330
|
|
|
|
3,963
|
|
|
|
593
|
|
|
|
589
|
|
Benefits paid
|
|
|
(4,481
|
)
|
|
|
(3,141
|
)
|
|
|
(593
|
)
|
|
|
(589
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets end of year
|
|
$
|
60,168
|
|
|
$
|
68,516
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status of the plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation in excess of plan assets
|
|
$
|
(29,800
|
)
|
|
$
|
(4,549
|
)
|
|
$
|
(11,334
|
)
|
|
$
|
(8,468
|
)
|
Fourth quarter contributions
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(29,800
|
)
|
|
$
|
(4,549
|
)
|
|
$
|
(11,328
|
)
|
|
$
|
(8,320
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the consolidated balance sheets at
September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid benefit cost (long-term asset)
|
|
$
|
|
|
|
$
|
704
|
|
|
$
|
|
|
|
$
|
|
|
Accrued benefit liability (long-term liability)
|
|
|
(28,332
|
)
|
|
|
(5,253
|
)
|
|
|
(10,925
|
)
|
|
|
(8,052
|
)
|
Accrued benefit liability (current liability)
|
|
|
(1,468
|
)
|
|
|
|
|
|
|
(396
|
)
|
|
|
(268
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(29,800
|
)
|
|
$
|
(4,549
|
)
|
|
$
|
(11,321
|
)
|
|
$
|
(8,320
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accumulated benefit obligation for the Companys
defined benefit pension plans was $89,968 and $73,065 at
September 30, 2009 and 2008, respectively. At
September 30, 2009, pension plans with benefit obligations
in excess of plan assets had an aggregate projected benefit
obligation of $89,968 and aggregate fair value of plan assets of
$60,168.
94
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
Benefit
Costs
Components of net periodic benefit cost for the years ended
September 30 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
Postretirement Benefits
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Service cost
|
|
$
|
1,716
|
|
|
$
|
1,503
|
|
|
$
|
1,798
|
|
|
$
|
340
|
|
|
$
|
313
|
|
|
$
|
179
|
|
Interest cost
|
|
|
6,014
|
|
|
|
4,543
|
|
|
|
4,421
|
|
|
|
732
|
|
|
|
528
|
|
|
|
324
|
|
Expected return on plan assets
|
|
|
(6,048
|
)
|
|
|
(5,588
|
)
|
|
|
(5,255
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service cost (credit)
|
|
|
69
|
|
|
|
30
|
|
|
|
30
|
|
|
|
204
|
|
|
|
163
|
|
|
|
(32
|
)
|
Recognized net actuarial (gain) loss
|
|
|
(139
|
)
|
|
|
(14
|
)
|
|
|
|
|
|
|
(207
|
)
|
|
|
(206
|
)
|
|
|
(275
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
1,612
|
|
|
$
|
474
|
|
|
$
|
994
|
|
|
$
|
1,069
|
|
|
$
|
798
|
|
|
$
|
196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumptions
Weighted-average assumptions used to determine benefit
obligations as of September 30 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
Discount rate
|
|
|
5.50
|
%
|
|
|
6.75
|
%
|
|
|
5.50
|
%
|
|
|
6.75
|
%
|
Weighted-average assumptions used to determine net periodic
benefit cost for the years ended September 30 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
|
|
2009
|
|
2008
|
|
2007
|
|
2009
|
|
2008
|
|
2007
|
|
Discount rate
|
|
|
5.50%
|
|
|
|
6.25%
|
|
|
|
6.25%
|
|
|
|
5.50
|
%
|
|
|
6.25
|
%
|
|
|
6.25
|
%
|
Expected long-term rate of return on plan assets
|
|
|
7.00% to
8.50%
|
|
|
|
7.50% to
8.50%
|
|
|
|
7.50% to
8.50%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For measurement purposes, the healthcare cost trend rate was
assumed to be 8.5% decreasing gradually to 5.0% in 2016 and then
remaining at that level thereafter. The healthcare cost trend
rate assumption has a significant effect on the amounts
reported. A one percentage point change in the healthcare cost
trend rate would have the following effect:
|
|
|
|
|
|
|
|
|
|
|
1% Increase
|
|
1% Decrease
|
|
Effect on total of service cost and interest cost
|
|
$
|
197
|
|
|
$
|
(156
|
)
|
Effect on postretirement benefit obligation
|
|
|
2,029
|
|
|
|
(1,606
|
)
|
Pension
Plan Assets
The following table summarizes the weighted-average asset
allocations of the pension plans at September 30:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
Asset category:
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
58
|
%
|
|
|
55
|
%
|
Debt securities
|
|
|
33
|
|
|
|
34
|
|
Real estate
|
|
|
3
|
|
|
|
5
|
|
Other
|
|
|
6
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
95
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
The Company employs a total return investment approach whereby a
mix of equities and fixed income investments are used to
maximize the long-term return of plan assets for a prudent level
of risk. The intent of this strategy is to minimize plan
expenses by maximizing investment returns within that prudent
level of risk. The investment portfolio contains a diversified
blend of equity and fixed income investments. Furthermore,
equity investments are diversified across U.S. and
non-U.S. stocks
as well as growth, value, and small and large capitalizations.
The Companys targeted asset allocation ranges as a
percentage of total market value are as follows: equity
securities 45% to 55% and debt securities 30% to 35%. None of
the plans equity securities are invested in common stock
of the plan sponsors parent company, NEI. Additionally,
cash balances are maintained at levels adequate to meet near
term plan expenses and benefit payments. Investment risk is
measured and monitored on an ongoing basis through quarterly
investment portfolio reviews.
The Companys overall expected long-term rates of return on
assets range from 7.00% to 8.50%. The expected long-term rates
of return are based on the portfolio of each defined benefit
pension plan as a whole and not on the sum of the returns of
individual asset categories. The rates of return are based on
historical returns adjusted to reflect the current view of the
long-term investment market.
Benefit
Payments and Contributions
The following benefit payments are expected to be paid for
fiscal years subsequent to September 30, 2009:
|
|
|
|
|
2010
|
|
$
|
3,770
|
|
2011
|
|
|
3,923
|
|
2012
|
|
|
4,062
|
|
2013
|
|
|
4,350
|
|
2014
|
|
|
4,701
|
|
2015 2019
|
|
|
30,016
|
|
|
|
|
|
|
|
|
$
|
50,822
|
|
|
|
|
|
|
The Company expects to contribute $1,776 to its pension plans
during fiscal 2010.
Defined-Contribution
Retirement Plans
The Company sponsors various defined-contribution retirement
plans (the Plans) covering substantially all salaried and
certain hourly employees. The Plans allow participants to make
401(k) contributions in amounts ranging from 1% to 15% of their
compensation. The Company matches between 35% and 50% of the
participants contributions up to a maximum of 6% of the
employees compensation, as defined. The Company may make
additional voluntary contributions to the Plans as determined
annually by the Board of Directors. Total Company contributions
amounted to $593, $2,263 and $3,268 for the years ended
September 30, 2009, 2008 and 2007, respectively.
Other
Employee Benefits
The Company provides unfunded supplemental retirement benefits
to certain active and retired employees at Dalton. At
September 30, 2009, the present value of the current and
long-term portion of these supplemental retirement obligations
totaled $296 and $1,324, respectively. At September 30,
2008, the present value of the current and long-term portion of
these supplemental retirement obligations totaled $279 and
$1,607, respectively.
Certain of Daltons hourly employees are covered by a
multi-employer, defined-contribution pension plan pursuant to a
collective bargaining agreement. The Companys expense for
the years ended September 30, 2009, 2008 and 2007, was
$138, $320 and $334, respectively.
96
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
Substantially all of Mercers union employees are covered
by a multiemployer, defined-contribution pension plan pursuant
to a collective bargaining agreement. The Companys expense
for the years ended September 30, 2009, 2008 and 2007, was
$141, $224 and $197, respectively.
The Company has two reportable segments, Castings and Forgings.
The Castings segment manufactures and sells gray and ductile
iron castings for the industrial and municipal markets, while
the Forgings segment manufactures forged components for the
industrial market. The Other segment includes machining
operations, steel fabricating and freight hauling.
The Company evaluates performance and allocates resources based
on the operating income before depreciation and amortization
charges of each segment. The accounting policies of the
reportable segments are the same as those described in the
summary of significant accounting policies. Intersegment sales
and transfers are recorded at cost plus a share of operating
profit.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
Castings
|
|
$
|
300,266
|
|
|
$
|
461,391
|
|
|
$
|
437,592
|
|
Forgings
|
|
|
24,948
|
|
|
|
41,258
|
|
|
|
37,113
|
|
Other
|
|
|
15,283
|
|
|
|
18,245
|
|
|
|
18,321
|
|
Elimination of intersegment revenues
|
|
|
(7,499
|
)
|
|
|
(10,076
|
)
|
|
|
(9,403
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
332,998
|
|
|
$
|
510,818
|
|
|
$
|
483,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Castings
|
|
$
|
(146,616
|
)
|
|
$
|
(11,226
|
)
|
|
$
|
(12,540
|
)
|
Forgings
|
|
|
(1,275
|
)
|
|
|
(1,209
|
)
|
|
|
(1,551
|
)
|
Other
|
|
|
(2,557
|
)
|
|
|
468
|
|
|
|
(150
|
)
|
Elimination of intersegment income (loss)
|
|
|
505
|
|
|
|
(65
|
)
|
|
|
223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(149,943
|
)
|
|
$
|
(12,032
|
)
|
|
$
|
(13,928
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Castings
|
|
$
|
277,108
|
|
|
$
|
471,509
|
|
|
$
|
431,907
|
|
Forgings
|
|
|
19,715
|
|
|
|
26,324
|
|
|
|
19,015
|
|
Other
|
|
|
9,649
|
|
|
|
11,187
|
|
|
|
8,336
|
|
Elimination of intersegment assets
|
|
|
(19,861
|
)
|
|
|
(22,521
|
)
|
|
|
(15,284
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
286,611
|
|
|
$
|
486,499
|
|
|
$
|
443,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Castings
|
|
Forgings
|
|
Other
|
|
Total
|
|
Year ended September 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
29,486
|
|
|
$
|
3,781
|
|
|
$
|
699
|
|
|
$
|
33,966
|
|
Interest income
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
Income tax benefit
|
|
|
(21,009
|
)
|
|
|
(3,165
|
)
|
|
|
(245
|
)
|
|
|
(24,419
|
)
|
Depreciation and amortization expense
|
|
|
124,507
|
|
|
|
1,022
|
|
|
|
2,525
|
|
|
|
128,054
|
|
Expenditures for long-lived assets
|
|
|
12,537
|
|
|
|
762
|
|
|
|
132
|
|
|
|
13,431
|
|
Year ended September 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
28,412
|
|
|
$
|
3,671
|
|
|
$
|
386
|
|
|
$
|
32,469
|
|
Interest income
|
|
|
73
|
|
|
|
6
|
|
|
|
|
|
|
|
79
|
|
Provision (credit) for income taxes
|
|
|
(6,930
|
)
|
|
|
1,751
|
|
|
|
38
|
|
|
|
(5,141
|
)
|
Depreciation and amortization expense
|
|
|
21,936
|
|
|
|
863
|
|
|
|
1,257
|
|
|
|
24,056
|
|
Expenditures for long-lived assets
|
|
|
39,478
|
|
|
|
4,817
|
|
|
|
288
|
|
|
|
44,583
|
|
Year ended September 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
27,649
|
|
|
$
|
3,571
|
|
|
$
|
480
|
|
|
$
|
31,700
|
|
Interest income
|
|
|
349
|
|
|
|
7
|
|
|
|
|
|
|
|
356
|
|
Provision (credit) for income taxes
|
|
|
(9,933
|
)
|
|
|
1,166
|
|
|
|
(52
|
)
|
|
|
(8,819
|
)
|
Depreciation and amortization expense
|
|
|
19,046
|
|
|
|
857
|
|
|
|
1,152
|
|
|
|
21,055
|
|
Expenditures for long-lived assets
|
|
|
47,475
|
|
|
|
563
|
|
|
|
695
|
|
|
|
48,733
|
|
Geographic
Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Lived
|
|
|
|
Net Sales
|
|
|
Assets(1)
|
|
|
Year ended September 30, 2009:
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
318,192
|
|
|
$
|
139,268
|
|
Foreign countries
|
|
|
14,806
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
332,998
|
|
|
$
|
139,268
|
|
|
|
|
|
|
|
|
|
|
Year ended September 30, 2008:
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
486,433
|
|
|
$
|
160,240
|
|
Foreign countries
|
|
|
24,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
510,818
|
|
|
$
|
160,240
|
|
|
|
|
|
|
|
|
|
|
Year ended September 30, 2007:
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
462,597
|
|
|
$
|
131,550
|
|
Foreign countries
|
|
|
21,026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
483,623
|
|
|
$
|
131,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents property, plant and equipment. |
98
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
|
|
13.
|
Subsidiary
Guarantors
|
The following tables present condensed consolidating financial
information as of September 30, 2009 and 2008 and for each
of the three years in the period ended September 30, 2009
for: (a) Neenah, and (b) on a combined basis, the
guarantors of the
91/2% Notes
and the
121/2% Notes,
which include all of the wholly owned subsidiaries of Neenah
(Subsidiary Guarantors). Separate financial statements of the
Subsidiary Guarantors are not presented because the guarantors
are jointly, severally, fully and unconditionally liable under
the guarantees, and the Company believes separate financial
statements and other disclosures regarding the Subsidiary
Guarantors are not material to investors.
Condensed
Consolidating Balance Sheet
September 30,
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary
|
|
|
|
|
|
|
|
|
|
Neenah
|
|
|
Guarantors
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash (overdraft)
|
|
$
|
2,583
|
|
|
$
|
(2,583
|
)
|
|
$
|
|
|
|
$
|
|
|
Accounts receivable, net
|
|
|
27,551
|
|
|
|
20,257
|
|
|
|
|
|
|
|
47,808
|
|
Inventories
|
|
|
23,129
|
|
|
|
22,302
|
|
|
|
|
|
|
|
45,431
|
|
Assets held for sale
|
|
|
|
|
|
|
2,960
|
|
|
|
|
|
|
|
2,960
|
|
Other current assets
|
|
|
999
|
|
|
|
2,210
|
|
|
|
|
|
|
|
3,209
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
54,262
|
|
|
|
45,146
|
|
|
|
|
|
|
|
99,408
|
|
Investments in and advances to subsidiaries
|
|
|
70,808
|
|
|
|
|
|
|
|
(70,808
|
)
|
|
|
|
|
Property, plant and equipment, net
|
|
|
94,934
|
|
|
|
44,334
|
|
|
|
|
|
|
|
139,268
|
|
Deferred financing costs and identifiable intangible assets, net
|
|
|
31,266
|
|
|
|
10,994
|
|
|
|
|
|
|
|
42,260
|
|
Other assets
|
|
|
1,648
|
|
|
|
4,027
|
|
|
|
|
|
|
|
5,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
252,918
|
|
|
|
104,501
|
|
|
|
(70,808
|
)
|
|
|
286,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
6,385
|
|
|
$
|
9,977
|
|
|
$
|
|
|
|
$
|
16,362
|
|
Net intercompany payable
|
|
|
|
|
|
|
140,969
|
|
|
|
(140,969
|
)
|
|
|
|
|
Accrued wages and employee benefits
|
|
|
3,467
|
|
|
|
6,496
|
|
|
|
|
|
|
|
9,963
|
|
Accrued interest
|
|
|
15,703
|
|
|
|
|
|
|
|
|
|
|
|
15,703
|
|
Other accrued liabilities
|
|
|
1,012
|
|
|
|
3,603
|
|
|
|
|
|
|
|
4,615
|
|
Current portion of long-term debt
|
|
|
55,159
|
|
|
|
|
|
|
|
|
|
|
|
55,159
|
|
Current portion of capital lease obligations
|
|
|
|
|
|
|
58
|
|
|
|
|
|
|
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
81,726
|
|
|
|
161,103
|
|
|
|
(140,969
|
)
|
|
|
101,860
|
|
Long-term debt
|
|
|
300,000
|
|
|
|
|
|
|
|
|
|
|
|
300,000
|
|
Capital lease obligations
|
|
|
|
|
|
|
1,524
|
|
|
|
|
|
|
|
1,524
|
|
Postretirement benefit obligations
|
|
|
10,925
|
|
|
|
|
|
|
|
|
|
|
|
10,925
|
|
Pension benefit obligations
|
|
|
20,420
|
|
|
|
7,912
|
|
|
|
|
|
|
|
28,332
|
|
Other liabilities
|
|
|
2,671
|
|
|
|
4,123
|
|
|
|
|
|
|
|
6,794
|
|
Stockholders equity (deficit)
|
|
|
(162,824
|
)
|
|
|
(70,161
|
)
|
|
|
70,161
|
|
|
|
(162,824
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
252,918
|
|
|
$
|
104,501
|
|
|
$
|
(70,808
|
)
|
|
$
|
286,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
Condensed
Consolidating Balance Sheet
September 30,
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary
|
|
|
|
|
|
|
|
|
|
Neenah
|
|
|
Guarantors
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash (overdraft)
|
|
$
|
523
|
|
|
$
|
(523
|
)
|
|
$
|
|
|
|
$
|
|
|
Accounts receivable, net
|
|
|
47,083
|
|
|
|
45,406
|
|
|
|
|
|
|
|
92,489
|
|
Inventories
|
|
|
26,570
|
|
|
|
44,445
|
|
|
|
|
|
|
|
71,015
|
|
Refundable income taxes
|
|
|
7,363
|
|
|
|
|
|
|
|
|
|
|
|
7,363
|
|
Deferred income taxes
|
|
|
688
|
|
|
|
3,922
|
|
|
|
|
|
|
|
4,610
|
|
Other current assets
|
|
|
1,340
|
|
|
|
3,146
|
|
|
|
|
|
|
|
4,486
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
83,567
|
|
|
|
96,396
|
|
|
|
|
|
|
|
179,963
|
|
Investments in and advances to subsidiaries
|
|
|
132,206
|
|
|
|
|
|
|
|
(132,206
|
)
|
|
|
|
|
Property, plant and equipment, net
|
|
|
94,582
|
|
|
|
65,658
|
|
|
|
|
|
|
|
160,240
|
|
Deferred financing costs, identifiable intangible assets and
goodwill, net
|
|
|
124,127
|
|
|
|
15,227
|
|
|
|
|
|
|
|
139,354
|
|
Other assets
|
|
|
2,398
|
|
|
|
4,544
|
|
|
|
|
|
|
|
6,942
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
436,880
|
|
|
|
181,825
|
|
|
|
(132,206
|
)
|
|
|
486,499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
15,381
|
|
|
$
|
24,071
|
|
|
$
|
|
|
|
$
|
39,452
|
|
Net intercompany payable
|
|
|
|
|
|
|
134,274
|
|
|
|
(134,274
|
)
|
|
|
|
|
Accrued wages and employee benefits
|
|
|
4,510
|
|
|
|
8,015
|
|
|
|
|
|
|
|
12,525
|
|
Accrued interest
|
|
|
7,916
|
|
|
|
|
|
|
|
|
|
|
|
7,916
|
|
Other accrued liabilities
|
|
|
1,173
|
|
|
|
1,796
|
|
|
|
|
|
|
|
2,969
|
|
Current portion of long-term debt
|
|
|
59,683
|
|
|
|
|
|
|
|
|
|
|
|
59,683
|
|
Current portion of capital lease obligations
|
|
|
|
|
|
|
71
|
|
|
|
|
|
|
|
71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
88,663
|
|
|
|
168,227
|
|
|
|
(134,274
|
)
|
|
|
122,616
|
|
Long-term debt
|
|
|
300,000
|
|
|
|
|
|
|
|
|
|
|
|
300,000
|
|
Capital lease obligations
|
|
|
|
|
|
|
400
|
|
|
|
|
|
|
|
400
|
|
Deferred income taxes
|
|
|
17,980
|
|
|
|
11,085
|
|
|
|
|
|
|
|
29,065
|
|
Postretirement benefit obligations
|
|
|
8,052
|
|
|
|
|
|
|
|
|
|
|
|
8,052
|
|
Pension benefit obligations
|
|
|
3,545
|
|
|
|
1,708
|
|
|
|
|
|
|
|
5,253
|
|
Other liabilities
|
|
|
3,896
|
|
|
|
2,473
|
|
|
|
|
|
|
|
6,369
|
|
Stockholders equity (deficit)
|
|
|
14,744
|
|
|
|
(2,068
|
)
|
|
|
2,068
|
|
|
|
14,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
436,880
|
|
|
$
|
181,825
|
|
|
$
|
(132,206
|
)
|
|
$
|
486,499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
Condensed
Consolidating Statement of Operations
Year
ended September 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary
|
|
|
|
|
|
|
|
|
|
Neenah
|
|
|
Guarantors
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
Net sales
|
|
$
|
165,713
|
|
|
$
|
172,880
|
|
|
$
|
(5,595
|
)
|
|
$
|
332,998
|
|
Cost of sales
|
|
|
144,430
|
|
|
|
198,811
|
|
|
|
(5,595
|
)
|
|
|
337,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
21,283
|
|
|
|
(25,931
|
)
|
|
|
|
|
|
|
(4,648
|
)
|
Selling, general and administrative expenses
|
|
|
18,855
|
|
|
|
15,433
|
|
|
|
|
|
|
|
34,288
|
|
Amortization expense
|
|
|
92,405
|
|
|
|
4,232
|
|
|
|
|
|
|
|
96,637
|
|
Restructuring costs
|
|
|
|
|
|
|
4,148
|
|
|
|
|
|
|
|
4,148
|
|
Loss (gain) on disposal of equipment
|
|
|
54
|
|
|
|
(163
|
)
|
|
|
|
|
|
|
(109
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
(90,031
|
)
|
|
|
(49,581
|
)
|
|
|
|
|
|
|
(139,612
|
)
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(16,149
|
)
|
|
|
(17,817
|
)
|
|
|
|
|
|
|
(33,966
|
)
|
Interest income
|
|
|
3
|
|
|
|
16
|
|
|
|
|
|
|
|
19
|
|
Refinancing cost
|
|
|
(803
|
)
|
|
|
|
|
|
|
|
|
|
|
(803
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,949
|
)
|
|
|
(17,801
|
)
|
|
|
|
|
|
|
(34,731
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations before income taxes and equity in losses of
subsidiaries
|
|
|
(106,980
|
)
|
|
|
(67,366
|
)
|
|
|
|
|
|
|
(174,362
|
)
|
Credit for income taxes
|
|
|
(16,967
|
)
|
|
|
(7,452
|
)
|
|
|
|
|
|
|
(24,419
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(90,013
|
)
|
|
|
(59,914
|
)
|
|
|
|
|
|
|
(149,943
|
)
|
Equity in losses of subsidiaries
|
|
|
(59,914
|
)
|
|
|
|
|
|
|
59,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(149,943
|
)
|
|
$
|
(59,914
|
)
|
|
$
|
59,914
|
|
|
$
|
(149,943
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
Condensed
Consolidating Statement of Operations
Year
ended September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary
|
|
|
|
|
|
|
|
|
|
Neenah
|
|
|
Guarantors
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
Net sales
|
|
$
|
231,433
|
|
|
$
|
286,375
|
|
|
$
|
(6,990
|
)
|
|
$
|
510,818
|
|
Cost of sales
|
|
|
190,202
|
|
|
|
266,561
|
|
|
|
(6,990
|
)
|
|
|
449,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
41,231
|
|
|
|
19,814
|
|
|
|
|
|
|
|
61,045
|
|
Selling, general and administrative expenses
|
|
|
21,600
|
|
|
|
17,295
|
|
|
|
|
|
|
|
38,895
|
|
Amortization expense
|
|
|
5,705
|
|
|
|
1,438
|
|
|
|
|
|
|
|
7,143
|
|
Loss (gain) on disposal of equipment
|
|
|
1
|
|
|
|
(211
|
)
|
|
|
|
|
|
|
(210
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
13,925
|
|
|
|
1,292
|
|
|
|
|
|
|
|
15,217
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(15,570
|
)
|
|
|
(16,899
|
)
|
|
|
|
|
|
|
(32,469
|
)
|
Interest income
|
|
|
23
|
|
|
|
56
|
|
|
|
|
|
|
|
79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,547
|
)
|
|
|
(16,843
|
)
|
|
|
|
|
|
|
(32,390
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations before income taxes and equity in losses of
subsidiaries
|
|
|
(1,622
|
)
|
|
|
(15,551
|
)
|
|
|
|
|
|
|
(17,173
|
)
|
Credit for income taxes
|
|
|
(486
|
)
|
|
|
(4,655
|
)
|
|
|
|
|
|
|
(5,141
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,136
|
)
|
|
|
(10,896
|
)
|
|
|
|
|
|
|
(12,032
|
)
|
Equity in losses of subsidiaries
|
|
|
(10,896
|
)
|
|
|
|
|
|
|
10,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(12,032
|
)
|
|
$
|
(10,896
|
)
|
|
$
|
10,896
|
|
|
$
|
(12,032
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
Condensed
Consolidating Statement of Operations
Year
ended September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary
|
|
|
|
|
|
|
|
|
|
Neenah
|
|
|
Guarantors
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
Net sales
|
|
$
|
219,645
|
|
|
$
|
270,371
|
|
|
$
|
(6,393
|
)
|
|
$
|
483,623
|
|
Cost of sales
|
|
|
166,750
|
|
|
|
248,547
|
|
|
|
(6,393
|
)
|
|
|
408,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
52,895
|
|
|
|
21,824
|
|
|
|
|
|
|
|
74,719
|
|
Selling, general and administrative expenses
|
|
|
20,311
|
|
|
|
17,808
|
|
|
|
|
|
|
|
38,119
|
|
Amortization expense
|
|
|
5,706
|
|
|
|
1,415
|
|
|
|
|
|
|
|
7,121
|
|
Loss on disposal of equipment
|
|
|
161
|
|
|
|
292
|
|
|
|
|
|
|
|
453
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
26,717
|
|
|
|
2,309
|
|
|
|
|
|
|
|
29,026
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(15,225
|
)
|
|
|
(16,475
|
)
|
|
|
|
|
|
|
(31,700
|
)
|
Interest income
|
|
|
304
|
|
|
|
52
|
|
|
|
|
|
|
|
356
|
|
Debt refinancing costs
|
|
|
(20,429
|
)
|
|
|
|
|
|
|
|
|
|
|
(20,429
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35,350
|
)
|
|
|
(16,423
|
)
|
|
|
|
|
|
|
(51,773
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations before income taxes and equity in losses of
subsidiaries
|
|
|
(8,633
|
)
|
|
|
(14,114
|
)
|
|
|
|
|
|
|
(22,747
|
)
|
Provision (credit) for income taxes
|
|
|
(10,272
|
)
|
|
|
1,453
|
|
|
|
|
|
|
|
(8,819
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,639
|
|
|
|
(15,567
|
)
|
|
|
|
|
|
|
(13,928
|
)
|
Equity in losses of subsidiaries
|
|
|
(15,567
|
)
|
|
|
|
|
|
|
15,567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(13,928
|
)
|
|
$
|
(15,567
|
)
|
|
$
|
15,567
|
|
|
$
|
(13,928
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
103
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
Condensed
Consolidating Statement of Cash Flows
Year
ended September 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary
|
|
|
|
|
|
|
|
|
|
Neenah
|
|
|
Guarantors
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(149,943
|
)
|
|
$
|
(58,605
|
)
|
|
$
|
58,605
|
|
|
$
|
(149,943
|
)
|
Noncash adjustments
|
|
|
85,459
|
|
|
|
31,252
|
|
|
|
|
|
|
|
116,711
|
|
Changes in operating assets and liabilities
|
|
|
27,217
|
|
|
|
22,724
|
|
|
|
|
|
|
|
49,941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
(37,267
|
)
|
|
|
(4,629
|
)
|
|
|
58,605
|
|
|
|
16,709
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in and advances to subsidiaries
|
|
|
51,910
|
|
|
|
6,695
|
|
|
|
(58,605
|
)
|
|
|
|
|
Purchase of property, plant and equipment
|
|
|
(8,059
|
)
|
|
|
(5,372
|
)
|
|
|
|
|
|
|
(13,431
|
)
|
Other
|
|
|
|
|
|
|
135
|
|
|
|
|
|
|
|
135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
43,851
|
|
|
|
1,458
|
|
|
|
(58,605
|
)
|
|
|
(13,296
|
)
|
Financing activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in revolver balance
|
|
|
(4,524
|
)
|
|
|
|
|
|
|
|
|
|
|
(4,524
|
)
|
Payments on capital lease obligations
|
|
|
|
|
|
|
(63
|
)
|
|
|
|
|
|
|
(63
|
)
|
New capital lease obligations
|
|
|
|
|
|
|
1,174
|
|
|
|
|
|
|
|
1,174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(4,524
|
)
|
|
|
1,111
|
|
|
|
|
|
|
|
(3,413
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash
|
|
|
2,060
|
|
|
|
(2,060
|
)
|
|
|
|
|
|
|
|
|
Cash (overdraft) at beginning of year
|
|
|
523
|
|
|
|
(523
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash (overdraft) at end of year
|
|
$
|
2,583
|
|
|
$
|
(2,583
|
)
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
Condensed
Consolidating Statement of Cash Flows
Year
ended September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary
|
|
|
|
|
|
|
|
|
|
Neenah
|
|
|
Guarantors
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(12,032
|
)
|
|
$
|
(10,896
|
)
|
|
$
|
10,896
|
|
|
$
|
(12,032
|
)
|
Noncash adjustments
|
|
|
10,521
|
|
|
|
17,275
|
|
|
|
|
|
|
|
27,796
|
|
Changes in operating assets and liabilities
|
|
|
(4,613
|
)
|
|
|
(3,842
|
)
|
|
|
|
|
|
|
( 8,455
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
(6,124
|
)
|
|
|
2,537
|
|
|
|
10,896
|
|
|
|
7,309
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in and advances to subsidiaries
|
|
|
(9,920
|
)
|
|
|
20,816
|
|
|
|
(10,896
|
)
|
|
|
|
|
Purchase of property, plant and equipment
|
|
|
(26,273
|
)
|
|
|
(18,310
|
)
|
|
|
|
|
|
|
(44,583
|
)
|
Acquisition of business
|
|
|
|
|
|
|
(4,349
|
)
|
|
|
|
|
|
|
(4,349
|
)
|
Other
|
|
|
(660
|
)
|
|
|
(83
|
)
|
|
|
|
|
|
|
(743
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
(36,853
|
)
|
|
|
(1,926
|
)
|
|
|
(10,896
|
)
|
|
|
(49,675
|
)
|
Financing activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in revolver balance
|
|
|
42,531
|
|
|
|
|
|
|
|
|
|
|
|
42,531
|
|
Payments on capital lease obligations
|
|
|
|
|
|
|
(165
|
)
|
|
|
|
|
|
|
(165
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
42,531
|
|
|
|
(165
|
)
|
|
|
|
|
|
|
42,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash
|
|
|
(446
|
)
|
|
|
446
|
|
|
|
|
|
|
|
|
|
Cash (overdraft) at beginning of year
|
|
|
969
|
|
|
|
(969
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash (overdraft) at end of year
|
|
$
|
523
|
|
|
$
|
(523
|
)
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
105
Neenah
Foundry Company
Notes to
Consolidated Financial
Statements (Continued)
Condensed
Consolidating Statement of Cash Flows
Year
ended September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary
|
|
|
|
|
|
|
|
|
|
Neenah
|
|
|
Guarantors
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(13,928
|
)
|
|
$
|
(15,567
|
)
|
|
$
|
15,567
|
|
|
$
|
(13,928
|
)
|
Noncash adjustments
|
|
|
18,773
|
|
|
|
10,288
|
|
|
|
|
|
|
|
29,061
|
|
Changes in operating assets and liabilities
|
|
|
(5,784
|
)
|
|
|
(3,958
|
)
|
|
|
|
|
|
|
(9,742
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
(939
|
)
|
|
|
(9,237
|
)
|
|
|
15,567
|
|
|
|
5,391
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in and advances to subsidiaries
|
|
|
(7,368
|
)
|
|
|
22,935
|
|
|
|
(15,567
|
)
|
|
|
|
|
Purchase of property, plant and equipment
|
|
|
(36,234
|
)
|
|
|
(12,499
|
)
|
|
|
|
|
|
|
(48,733
|
)
|
Other
|
|
|
256
|
|
|
|
(445
|
)
|
|
|
|
|
|
|
(189
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
(43,346
|
)
|
|
|
9,991
|
|
|
|
(15,567
|
)
|
|
|
(48,922
|
)
|
Financing activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt
|
|
|
300,000
|
|
|
|
|
|
|
|
|
|
|
|
300,000
|
|
Payments on long-term debt and capital lease obligations
|
|
|
(240,462
|
)
|
|
|
(200
|
)
|
|
|
|
|
|
|
(240,662
|
)
|
Other
|
|
|
(16,717
|
)
|
|
|
|
|
|
|
|
|
|
|
(16,717
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
42,821
|
|
|
|
(200
|
)
|
|
|
|
|
|
|
42,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash
|
|
|
(1,464
|
)
|
|
|
554
|
|
|
|
|
|
|
|
(910
|
)
|
Cash (overdraft) at beginning of year
|
|
|
2,433
|
|
|
|
(1,523
|
)
|
|
|
|
|
|
|
910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash (overdraft) at end of year
|
|
$
|
969
|
|
|
$
|
(969
|
)
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.
|
Quarterly
Results of Operations (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30, 2009
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
Net sales
|
|
$
|
97,635
|
|
|
$
|
79,863
|
|
|
$
|
72,394
|
|
|
$
|
83,106
|
|
Gross profit
|
|
|
2,324
|
|
|
|
(11,344
|
)
|
|
|
35
|
|
|
|
4,337
|
|
Net income (loss)
|
|
|
(11,702
|
)
|
|
|
(109,504
|
)
|
|
|
(13,307
|
)
|
|
|
(15,430
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30, 2008
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
Net sales
|
|
$
|
101,225
|
|
|
$
|
114,658
|
|
|
$
|
154,322
|
|
|
$
|
140,613
|
|
Gross profit
|
|
|
13,533
|
|
|
|
8,836
|
|
|
|
21,577
|
|
|
|
17,099
|
|
Net income (loss)
|
|
|
(3,779
|
)
|
|
|
(6,281
|
)
|
|
|
2,375
|
|
|
|
(4,347
|
)
|
106
Report of
Independent Registered Public Accounting Firm
The Board of Directors
Neenah Enterprises, Inc. and
Neenah Foundry Company
We have audited the consolidated financial statements of Neenah
Enterprises, Inc. and Neenah Foundry Company as of
September 30, 2009 and 2008 and for each of the three years
in the period ended September 30, 2009, and have issued our
reports thereon dated December 29, 2009 (included elsewhere
in this Annual Report on
Form 10-K).
Our audits also included the financial statement schedule listed
in the index at Item 15(a). This schedule is the
responsibility of the Companys management. Our
responsibility is to express an opinion based on our audits.
In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material
respects the information set forth therein.
/s/ Ernst & Young LLP
Milwaukee, Wisconsin
January 13, 2010
107
Neenah
Enterprises, Inc.
Neenah Foundry Company
Valuation and Qualifying Accounts
Years ended September 30, 2007, 2008, and 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
Beginning
|
|
|
Charged to
|
|
|
|
|
|
Balance at
|
|
Description
|
|
of Period
|
|
|
Expense
|
|
|
Deductions
|
|
|
End of Period
|
|
|
|
(Dollars in Thousands)
|
|
|
Allowance for doubtful accounts receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
$
|
1,885
|
|
|
$
|
1,047
|
|
|
$
|
670
|
(A)
|
|
$
|
2,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
$
|
2,262
|
|
|
$
|
927
|
|
|
$
|
381
|
(A)
|
|
$
|
2,828
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
$
|
2,828
|
|
|
$
|
434
|
|
|
$
|
1,362
|
(A)
|
|
$
|
1,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve for obsolete inventory:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
$
|
1,004
|
|
|
$
|
669
|
|
|
$
|
73
|
(B)
|
|
$
|
1,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
$
|
1,600
|
|
|
$
|
67
|
|
|
$
|
417
|
(B)
|
|
$
|
1,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
$
|
1,250
|
|
|
$
|
4,926
|
|
|
$
|
4,948
|
(B)
|
|
$
|
1,228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance for deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
$
|
155
|
|
|
$
|
|
|
|
$
|
100
|
(C)
|
|
$
|
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
$
|
55
|
|
|
$
|
1,864
|
|
|
$
|
|
|
|
$
|
1,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
$
|
1,919
|
|
|
$
|
21,478
|
|
|
$
|
|
|
|
$
|
23,397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A) |
|
Uncollectible accounts receivable written off, net of recoveries |
|
(B) |
|
Reduction for disposition of inventory |
|
(C) |
|
Adjustment of valuation allowance |
108
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrants have duly
caused this report to be signed on their behalf by the
undersigned, thereunto duly authorized.
Date: January 13, 2010
NEENAH ENTERPRISES, INC.
NEENAH FOUNDRY COMPANY
(Registrants)
Jeffrey S. Jenkins
Corporate Vice President Finance and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on January 13,
2010, by the following persons on behalf of the registrants and
in the capacities indicated.
|
|
|
|
|
/s/ Robert
E. Ostendorf, Jr.
Robert
E. Ostendorf, Jr.
|
|
President and Chief Executive Officer, Director (Principal
Executive Officer)
|
|
|
|
/s/ Jeffrey
S. Jenkins
Jeffrey
S. Jenkins
|
|
Corporate Vice President - Finance and Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
|
|
|
|
/s/ Joseph
Cerulli
Joseph
Cerulli
|
|
Director
|
|
|
|
/s/ Jeffrey
G. Marshall
Jeffrey
G. Marshall
|
|
Director
|
|
|
|
/s/ David
B. Gendell
David
B. Gendell
|
|
Director
|
|
|
|
/s/ Stephen
E. K. Graham
Stephen
E. K. Graham
|
|
Director
|
|
|
|
/s/ Joseph
V. Lash
Joseph
V. Lash
|
|
Director
|
109
NEENAH
ENTERPRISES, INC.
and
NEENAH FOUNDRY COMPANY
EXHIBIT INDEX
TO
2009 ANNUAL REPORT ON
FORM 10-K
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
Incorporated Herein
|
|
Filed
|
Number
|
|
Description
|
|
By Reference To
|
|
Herewith
|
|
|
2
|
.1
|
|
Disclosure Statement for PrePetition of Votes with respect to
the Prepackaged Joint Plan of Reorganization of ACP Holding
Company (now known as Neenah Enterprises, Inc.), NFC Castings,
Inc., and Neenah Foundry Company
|
|
Exhibit T3E-1 to Neenah Foundry Companys application for
qualification of indenture on Form T-3 filed 7/1/03 (File No.
022-28687)
|
|
|
|
2
|
.2
|
|
Prepackaged Joint Plan of Reorganization of ACP Holding Company,
NFC Castings, Inc., Neenah Foundry Company and Certain of its
Subsidiaries under Chapter 11 of the United States
Bankruptcy Code
|
|
Exhibit T3E-2 to Neenah Foundry Companys application for
qualification of indenture on Form T-3 filed 7/1/03 (File No.
022-28687)
|
|
|
|
3
|
.1
|
|
Fourth Amended and Restated Certificate of Incorporation of
Neenah Enterprises, Inc.
|
|
Exhibit 3.3 to Amendment No. 2 to Neenah Enterprises,
Inc.s Form 10 Registration Statement (SEC File
No. 000-52681)
|
|
|
|
3
|
.2
|
|
Amended and Restated Certificate [Articles] of Incorporation of
Neenah Foundry Company
|
|
Exhibit 3.1 to Neenah Foundry Companys Form 10-K for the
fiscal year ended September 30, 2005 (the 2005 Form
10-K)
|
|
|
|
3
|
.3
|
|
Amended and Restated Certificate of Incorporation of NFC
Castings, Inc.
|
|
Exhibit 3.3 to the 2005 Form 10-K
|
|
|
|
3
|
.4
|
|
Amended and Restated Bylaws of Neenah Enterprises, Inc.
|
|
Exhibit 3.4 to Amendment No. 2 to Neenah Enterprises,
Inc.s Form 10 Registration Statement (SEC File
No. 000-52681)
|
|
|
|
3
|
.5
|
|
Amended Bylaws of Neenah Foundry Company
|
|
Exhibit 3.5 to the 2007 Form 10-K
|
|
|
|
3
|
.6
|
|
Amended Bylaws of NFC Castings, Inc.
|
|
Exhibit 3.19 to the 2005 Form 10-K
|
|
|
|
4
|
.1
|
|
Warrant Agreement, dated October 8, 2003 by and between ACP
Holding Company and The Bank of New York as warrant agent
|
|
Exhibit 10.3 hereto
|
|
|
|
4
|
.2
|
|
[Reserved]
|
|
|
|
|
|
4
|
.3
|
|
Indenture by and among Neenah Foundry Company, the guarantors
named therein, and The Bank of New York Trust Company,
N.A., as Trustee, dated as of December 29, 2006, for the
91/2% Senior
Secured Notes due 2017
|
|
Exhibit 10.4 hereto
|
|
|
111
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
Incorporated Herein
|
|
Filed
|
Number
|
|
Description
|
|
By Reference To
|
|
Herewith
|
|
|
4
|
.3(a)
|
|
Supplemental Indenture, dated as of September 30, 2008, to
the Indenture, dated as of December 29, 2006, for the
91/2% Senior
Secured Notes due 2017, by and among Neenah Foundry Company, the
guarantors named therein, and The Bank of New York Mellon
Trust Company, N.A. (formerly The Bank of New York
Trust Company, N.A.), as Trustee
|
|
Exhibit 10.4(a) hereto
|
|
|
|
4
|
.4
|
|
Form of Note for the
91/2% Senior
Secured Notes due 2017
|
|
Exhibit 10.5 hereto
|
|
|
|
4
|
.5
|
|
121/2% Senior
Subordinated Note due 2013 issued by Neenah Foundry Company to
Tontine Capital Partners, L.P., including the form of indenture
relating to the
121/2% Senior
Subordinated Notes due 2013
|
|
Exhibit 10.7 hereto
|
|
|
|
10
|
.1
|
|
Amended and Restated Loan and Security Agreement, dated as of
December 29, 2006, by and among Neenah Foundry Company, its
subsidiaries party thereto, the various lenders party thereto
and Bank of America, N.A., as agent
|
|
Exhibit 10.13 to Neenah Foundry Companys Quarterly Report
on
Form 10-Q
for the Quarter Ended March 31, 2007
|
|
|
|
10
|
.1(a)
|
|
Amendment No. 1, dated as of February 9, 2007, to
Amended and Restated Loan and Security Agreement, dated as of
December 29, 2006, by and among Neenah Foundry Company, its
subsidiaries party thereto, the various lenders party thereto
and Bank of America, N.A., as agent
|
|
Exhibit 10.6 to Neenah Foundry Companys Quarterly Report
on
Form 10-Q
for the Quarter Ended June 30, 2007
|
|
|
|
10
|
.1(b)
|
|
Increase Notice dated July 17, 2008, pursuant to Amended
and Restated Loan and Security Agreement, as amended
|
|
Exhibit 10.1 to Neenah Enterprises, Inc.s Current Report
on Form 8-K dated July 17, 2008
|
|
|
|
10
|
.1(c)
|
|
Consent and Joinder to Loan and Security Agreement, dated as of
August 5, 2008
|
|
Exhibit 10.1 to Neenah Enterprises, Inc.s Current Report
on Form 8-K dated August 5, 2008
|
|
|
|
10
|
.1(d)
|
|
Amendment No. 2 to Amended and Restated Loan and Security
Agreement and Forbearance Agreement, dated as of
November 10, 2009, among Neenah Foundry Company, its
subsidiaries party thereto, the various lenders party thereto
and Bank of America, N.A., as agent
|
|
|
|
X
|
|
10
|
.1(e)
|
|
Forbearance Extension, effective as of December 23, 2009,
among Neenah Foundry Company, its subsidiaries party thereto,
the various lenders party thereto and Bank of America, N.A., as
agent
|
|
|
|
X
|
112
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
Incorporated Herein
|
|
Filed
|
Number
|
|
Description
|
|
By Reference To
|
|
Herewith
|
|
|
10
|
.2
|
|
Subscription Agreement, dated as of October 7, 2003, by and
among ACP Holding Company, Neenah Foundry Company, the
subsidiary Guarantors named therein and the Investors as defined
therein
|
|
Exhibit 10.2 to Neenah Foundry Companys Form S-4
Registration Statement (File No. 333-111008) filed on December
8, 2003 (the 2003 Neenah Foundry Company Form S-4)
|
|
|
|
10
|
.3
|
|
Warrant Agreement, dated October 8, 2003, by and between
ACP Holding Company and The Bank of New York as warrant agent
|
|
Exhibit 10.4 to the 2005 Form 10-K
|
|
|
|
10
|
.4
|
|
Indenture by and among Neenah Foundry Company, the guarantors
named therein, and The Bank of New York Trust Company,
N.A., as Trustee, dated as of December 29, 2006, for the
91/2% Senior
Secured Notes due 2017
|
|
Exhibit 4.1 to Neenah Foundry Companys Current Report on
Form 8-K dated December 29, 2006
|
|
|
|
10
|
.4(a)
|
|
Supplemental Indenture, dated as of September 30, 2008, to
the Indenture, dated as of December 29, 2006, for the
91/2% Senior
Secured Notes due 2017, by and among Neenah Foundry Company, the
guarantors named therein, and The Bank of New York Mellon
Trust Company, N.A. (formerly The Bank of New York
Trust Company, N.A.), as Trustee
|
|
Exhibit 4.1 to Neenah Enterprises, Inc.s Current Report on
Form 8-K dated September 30, 2008
|
|
|
|
10
|
.5
|
|
Form of Note for the
91/2% Senior
Secured Notes due 2017
|
|
Exhibit A to the Indenture filed as Exhibit 10.4 hereto
|
|
|
|
10
|
.6
|
|
Registration Rights Agreement with respect to
91/2% Senior
Secured Notes due 2017, by and among Neenah Foundry Company, the
guarantors named therein, and Credit Suisse Securities (USA)
LLC, dated December 29, 2006
|
|
Exhibit 4.3 to Neenah Foundry Companys Current Report on
Form 8-K dated December 29, 2006
|
|
|
|
10
|
.7
|
|
121/2% Senior
Subordinated Note due 2013 issued by Neenah Foundry Company to
Tontine Capital Partners, L.P., including the form of indenture
relating to the
121/2% Senior
Subordinated Note due 2013
|
|
Exhibit 4.2 to Neenah Foundry Companys Current Report on
Form 8-K dated December 29, 2006
|
|
|
|
10
|
.7(a)
|
|
Note Guaranty, dated as of September 30, 2008, by
Morgans Welding, Inc. in favor of Tontine Capital
Partners, L.P. related to the
121/2% Senior
Subordinated Notes due 2013
|
|
Exhibit 4.2 to Neenah Enterprises, Inc.s Current Report on
Form 8-K dated September 30, 2008
|
|
|
|
10
|
.8
|
|
Registration Rights Agreement with respect to
121/2% Senior
Subordinated Notes due 2013, by and among Neenah Foundry
Company, the guarantors named therein, and Tontine Capital
Partners, L.P., dated December 29, 2006
|
|
Exhibit 4.4 to Neenah Foundry Companys Current Report on
Form 8-K dated December 29, 2006
|
|
|
113
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
Incorporated Herein
|
|
Filed
|
Number
|
|
Description
|
|
By Reference To
|
|
Herewith
|
|
|
10
|
.9
|
|
Exchange Agreement by and among Neenah Foundry Company, the
guarantors named therein, and Tontine Capital Partners, L.P.,
dated December 29, 2006, relating to the exchange by
Tontine of $75 million of Neenah Foundry Companys
13% Senior Subordinated Notes due 2013 for the
121/2% Senior
Subordinated Notes due 2013
|
|
Exhibit 10.1 to Neenah Foundry Companys Current Report on
Form 8-K
dated December 29, 2006
|
|
|
|
10
|
.10*
|
|
Amended and Restated Employment Agreement Robert E.
Ostendorf, Jr.
|
|
Exhibit 10.2 to Neenah Enterprises, Inc.s Current Report
on
Form 8-K
dated May 14, 2008
|
|
|
|
10
|
.11*
|
|
Amended and Restated Employment Agreement John H.
Andrews
|
|
Exhibit 10.3 to Neenah Enterprises, Inc.s Current Report
on
Form 8-K
dated May 14, 2008
|
|
|
|
10
|
.12*
|
|
Employment Agreement Jeffrey S. Jenkins
|
|
Exhibit 10.4 to Neenah Enterprises, Inc.s Current Report
on
Form 8-K
dated May 14, 2008
|
|
|
|
10
|
.13*
|
|
Amended and Restated Employment Agreement Frank
Headington
|
|
Exhibit 10.6 to Neenah Enterprises, Inc.s Quarterly Report
on Form 10Q for the Quarter Ended June 30, 2008
|
|
|
|
10
|
.14*
|
|
Consulting Agreement Gary LaChey
|
|
Exhibit 10.1 to Neenah Enterprises, Inc.s Current Report
on
Form 8-K
dated May 14, 2008
|
|
|
|
10
|
.15*
|
|
Form of Non-Qualified Stock Option Agreement under the Neenah
Enterprises, Inc. Management Equity Incentive Plan
|
|
Exhibit 10.2 to Neenah Enterprises, Inc.s Quarterly Report
on Form 10-Q for the Quarter Ended March 31, 2008
|
|
|
|
10
|
.16*
|
|
Summary of Non-Employee Director Compensation
|
|
Exhibit 10.16 to the 2008 Form 10-K
|
|
|
|
10
|
.16(a)*
|
|
Form of Directors Restricted Stock Unit Agreement under the
Neenah Enterprises, Inc. Management Equity Incentive Plan
|
|
Exhibit 10.3 to Neenah Enterprises, Inc.s Quarterly Report
on Form 10-Q for the Quarter Ended March 31, 2008
|
|
|
|
10
|
.17*
|
|
Amended and Restated 2003 Severance and Change of Control Plan
|
|
Exhibit 10.5 to Neenah Enterprises, Inc.s Current Report
on
Form 8-K
dated May 14, 2008
|
|
|
|
10
|
.18*
|
|
Neenah Foundry Company Executive Retirement Benefits Policy
|
|
Exhibit 10.1 to Neenah Enterprises, Inc.s Current Report
on
Form 8-K
dated February 18, 2008
|
|
|
|
10
|
.19*
|
|
Neenah Enterprises, Inc. Incentive Compensation Plan
|
|
Exhibit A to Neenah Enterprises, Inc. Proxy Statement for the
2008 Annual Meeting of Stockholders dated December 28, 2007
|
|
|
|
10
|
.20*
|
|
Neenah Enterprises, Inc. Management Equity Incentive Plan (an
amendment and restatement of the Neenah Foundry Company 2003
Management Equity Incentive Plan)
|
|
Exhibit B to Neenah Enterprises, Inc.s Proxy Statement for
the 2008 Annual Meeting of Stockholders dated December 28, 2007
|
|
|
114
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
Incorporated Herein
|
|
Filed
|
Number
|
|
Description
|
|
By Reference To
|
|
Herewith
|
|
|
10
|
.21
|
|
Intercreditor Agreement, dated as of December 29, 2006, by
and among Neenah Foundry Company, the guarantors named therein,
Bank of America, N.A., as agent, and The Bank of New York
Trust Company, N.A., as Trustee and collateral agent
|
|
Exhibit 10.2 to Neenah Foundry Companys Current Report on
Form 8-K
dated December 29, 2006
|
|
|
|
10
|
.21(a)
|
|
First Supplement to Intercreditor Agreement, dated as of
September 30, 2008, to the Intercreditor Agreement, dated
as of December 29, 2006, among Bank of America, N.A., as
agent, The Bank of New York Mellon Trust Company, N.A.
(formerly The Bank of New York Trust Company, N.A.), as
Trustee and collateral agent, Neenah Foundry Company and certain
grantors (as defined therein)
|
|
Exhibit 10.1 to Neenah Enterprises, Inc.s Current Report
on
Form 8-K
dated September 30, 2008
|
|
|
|
10
|
.22
|
|
Security Agreement, dated as of December 29, 2006, by and
among Neenah Foundry Company, its subsidiaries party thereto,
and the various lenders party thereto in favor of The Bank of
New York Trust Company, N.A. for the benefit of the Secured
Parties referred to therein
|
|
Exhibit 10.3 to Neenah Foundry Companys Current Report on
Form 8-K
dated December 29, 2006
|
|
|
|
10
|
.22(a)
|
|
Security Agreement, dated as of September 30, 2008, by
Morgans Welding, Inc. in favor of The Bank of New York
Mellon Trust Company, N.A. (formerly The Bank of New York
Trust Company, N.A.) for the benefit of the Secured Parties
referred to therein
|
|
Exhibit 10.2 to Neenah Enterprises, Inc.s Current Report
on
Form 8-K
dated September 30, 2008
|
|
|
|
10
|
.23
|
|
Pledge Agreement, dated as of December 29, 2006, by and
among Neenah Foundry Company and its subsidiaries party thereto
in favor of The Bank of New York Trust Company, N.A. for
the benefit of the Secured Parties referred to therein
|
|
Exhibit 10.4 to Neenah Foundry Companys Current Report on
Form 8-K
dated December 29, 2006
|
|
|
115
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
Incorporated Herein
|
|
Filed
|
Number
|
|
Description
|
|
By Reference To
|
|
Herewith
|
|
|
10
|
.23(a)
|
|
Pledge Amendment, dated as of September 30, 2008, by Neenah
Foundry Company in favor of The Bank of New York Mellon
Trust Company, N.A. (formerly The Bank of New York
Trust Company, N.A.) related to the Pledge Agreement, dated
as of December 29, 2006, by and among Neenah Foundry
Company and its subsidiaries party thereto in favor of The Bank
of New York Mellon Trust Company, N.A. (formerly The Bank
of New York Trust Company, N.A.), for the benefit of the
Secured Parties referred to therein
|
|
Exhibit 10.3 to Neenah Enterprises, Inc.s Current Report
on
Form 8-K
dated September 30, 2008
|
|
|
|
10
|
.24
|
|
Copyright, Patent, Trademark and
|
|
Exhibit 10.5 to
|
|
|
|
|
|
|
License Mortgage, dated as of December 29, 2006, by Neenah
Foundry Company in favor of The Bank of New York
Trust Company, N.A. for the benefit of the Secured Parties
referred to therein
|
|
Neenah Foundry Companys Current Report on
Form 8-K
dated December 29, 2006
|
|
|
|
10
|
.25
|
|
Copyright, Patent, Trademark and License Mortgage, dated as of
December 29, 2006, by Advanced Cast Products, Inc. in favor
of The Bank of New York Trust Company, N.A. for the benefit
of the Secured Parties referred to therein
|
|
Exhibit 10.6 to Neenah Foundry Companys Current Report on
Form 8-K
dated December 29, 2006
|
|
|
|
10
|
.26
|
|
Copyright, Patent, Trademark and License Mortgage, dated as of
December 29, 2006, by Peerless Corporation in favor of The
Bank of New York Trust Company, N.A. for the benefit of the
Secured Parties referred to therein
|
|
Exhibit 10.7 to Neenah Foundry Companys Current Report on
Form 8-K
dated December 29, 2006
|
|
|
|
10
|
.27
|
|
Registration Rights Agreement, dated October 8, 2003, by
and between ACP Holding Company and the Initial Holders and
Assignment of Rights thereunder.
|
|
Exhibit No. 3 to the Schedule 13D filed by Jeffrey L. Gendell,
with respect to shares of Neenah Enterprises, Inc. directly
owned by Tontine Capital partners, L.P. and by Tontine Capital
Overseas Master Fund, L.P., on August 23, 2007
|
|
|
|
10
|
.28*
|
|
Consulting Agreement Timothy Koller
|
|
Exhibit 10.28 to the 2008 Form 10-K
|
|
|
|
10
|
.29*
|
|
Letter Agreement, effective as of May 6, 2009, between
Neenah Enterprises, Inc. and James Ackerman
|
|
Exhibit 10.1 to Neenah Enterprises, Inc.s Current Report
on
Form 8-K
dated May 6, 2009
|
|
|
|
10
|
.30
|
|
Letter Agreement, dated July 1, 2009, between Tontine
Capital Partners, L.P. and Neenah Foundry Company
|
|
Exhibit 10.1 to Neenah Enterprises, Inc.s Current Report
on
Form 8-K
dated July 1, 2009
|
|
|
|
10
|
.31*
|
|
Consulting and Release Agreement, dated September 14, 2009,
between Neenah Enterprises, Inc. and John Andrews
|
|
Exhibit 10.1 to Neenah Enterprises, Inc.s Current Report
on
Form 8-K
dated September 14, 2009
|
|
|
|
12
|
.1
|
|
Ratio of Earnings to Fixed Charges
|
|
|
|
X
|
116
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
Incorporated Herein
|
|
Filed
|
Number
|
|
Description
|
|
By Reference To
|
|
Herewith
|
|
|
21
|
|
|
Subsidiaries of Neenah Enterprises, Inc.
|
|
|
|
X
|
|
23
|
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
X
|
|
31
|
.1
|
|
Certification of Chief Executive Officer of Neenah Enterprises,
Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|
|
|
|
X
|
|
31
|
.2
|
|
Certification of Chief Financial Officer of Neenah Enterprises,
Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|
|
|
|
X
|
|
31
|
.3
|
|
Certification of Chief Executive Officer of Neenah Foundry
Company pursuant to Rule 13a-14(a) or Rule 15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
|
|
X
|
|
31
|
.4
|
|
Certification of Chief Financial Officer of Neenah Foundry
Company pursuant to Rule 13a-14(a) or Rule 15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
|
|
X
|
|
32
|
.1
|
|
Certification of Chief Executive Officer and Chief Financial
Officer of Neenah Enterprises, Inc. pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
|
|
|
X
|
|
32
|
.2
|
|
Certification of Chief Executive Officer and Chief Financial
Officer of Neenah Foundry Company pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
|
|
|
X
|
|
99
|
.1
|
|
Securities Purchase Agreement, dated as of May 19, 2006
|
|
Exhibit 99.1 to Neenah Foundry Companys Current Report on
Form 8-K
dated May 19, 2006
|
|
|
|
99
|
.2
|
|
Stock Purchase Agreement, dated as of May 19, 2006
|
|
Exhibit 99.2 to Neenah Foundry Companys Current Report on
Form 8-K
dated May 19, 2006
|
|
|
|
99
|
.3
|
|
Transfer Notice, dated as of May 19, 2006
|
|
Exhibit 99.3 to Neenah Foundry Companys Current Report on
Form 8-K
dated May 19, 2006
|
|
|
|
99
|
.4
|
|
Response Letter, dated May 22, 2006
|
|
Exhibit 99.4 to Neenah Foundry Companys Current Report on
Form 8-K
dated May 19, 2006
|
|
|
|
|
|
* |
|
Denotes management contract or executive compensation plan or
arrangement. |
117