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Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

 


 

(Mark One)

 

x      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2010

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from      to

 

Commission file number 001-32240

 

NEENAH PAPER, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

20-1308307

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

3460 Preston Ridge Road

 

 

Alpharetta, Georgia

 

30005

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (678) 566-6500

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Common Stock—$0.01 Par Value

 

New York Stock Exchange

Preferred Stock Purchase Rights

 

 

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes o No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes o No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was 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 registrant’s 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.    o

 

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes o No x

 

The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2010 (based on the closing stock price on the New York Stock Exchange) on such date was approximately $270,146,000.

 

As of February 25, 2011, there were 14,878,000 shares of the Company’s common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Certain information contained in the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on May 18, 2011 is incorporated by reference into Part III hereof.

 

 

 



Table of Contents

 

TABLE OF CONTENTS

 

 

 

Page

Part 1

 

 

Item 1.

Business

2

Item 1A.

Risk Factors

10

Item 1B.

Unresolved Staff Comments

16

Item 2.

Properties

16

Item 3.

Legal Proceedings

17

Item 4.

(Removed and Reserved)

18

Item 4A.

Executive Officers of the Registrant

18

Part II

 

 

Item 5.

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

20

Item 6.

Selected Financial Data

21

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

25

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

38

Item 8.

Financial Statements and Supplementary Data

39

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

39

Item 9A.

Controls and Procedures

39

Item 9B.

Other Information

40

Part III

 

 

Item 10.

Directors and Executive Officers of the Registrant

40

Item 11.

Executive Compensation

41

Item 12.

Security Ownership of Certain Beneficial Owners and Management

41

Item 13.

Certain Relationships and Related Transactions and Director Independence

41

Item 14.

Principal Accountant Fees and Services

41

Part IV

 

 

Item 15.

Exhibits and Financial Statement Schedule

41

Signatures

 

45

 



Table of Contents

 

PART I

 

In this report, unless the context requires otherwise, references to “we,” “us,” “our,” “Neenah” or the “Company” are intended to mean Neenah Paper, Inc. and its consolidated subsidiaries.

 

Item 1.                                   Business

 

Overview

 

We are a leading producer of technical products and premium fine papers. We have two primary operations: our technical products business and our fine paper business.

 

Our technical products business is a leading international producer of transportation and other filter media, durable, saturated and coated substrates for a variety of end uses, and nonwoven wall coverings. Our technical products business is organized into five global strategic business units (“SBUs”) which sell into 17 product categories. We focus on categories where we believe we are a market leader or have a competitive advantage, which include, among others, transportation and other filter media, specialty tape, label, abrasive, medical packaging, nonwoven wall coverings and image transfer technical products markets. We are also a global supplier of materials used for customer-specific applications in furniture and book covers. Our customers are located in more than 70 countries. Our technical products manufacturing facilities are located in Munising, Michigan and near Munich and Frankfurt, Germany.

 

Our fine paper business is a leading producer of premium writing, text, cover and specialty papers used in corporate identity packages, corporate annual reports, invitations, personal stationery, labels and high-end packaging for point of purchase advertising. Our products include some of the most recognized and preferred papers in North America, where we enjoy leading market positions in many of our product categories. We sell our products primarily to authorized paper distributors, converters and specialty businesses. Our fine paper manufacturing facilities are located in Appleton, Neenah and Whiting, Wisconsin.

 

Company Structure

 

Our corporate structure consists of Neenah Paper, Inc., and five direct wholly owned subsidiaries.

 

Neenah Paper, Inc. Neenah is a Delaware corporation that holds our trademarks and patents related to all of our U.S. businesses (except Neenah Paper FVC, Inc), all of our U.S. inventory, the real estate, mills and manufacturing assets associated with our fine paper operations in Neenah and Whiting, Wisconsin, and all of the equity in our subsidiaries listed below. The common stock of Neenah is publicly traded on the New York Stock Exchange under the symbol “NP.”

 

Neenah Paper Michigan, Inc. is a Delaware corporation and a wholly owned subsidiary of Neenah that owns the real estate, the mill and the manufacturing assets associated with our U.S. technical products business.

 

NPCC Holding Company LLC. is a Delaware limited liability company and wholly owned subsidiary of Neenah that owns all of the equity of Neenah Paper Company of Canada (“Neenah Canada”).  Neenah Canada is a Nova Scotia unlimited liability corporation that holds certain post-employment liabilities of our former Canadian operations.

 

Neenah Paper FVC, Inc. is a Delaware corporation and wholly owned subsidiary of Neenah that owns all of the equity of Neenah Paper FR, LLC.  Neenah Paper FR, LLC is a Delaware limited liability company that owns the real estate, mills and manufacturing assets associated with our fine paper operation in Appleton, Wisconsin.

 

Neenah Paper International Holding Company, LLC. is a Delaware limited liability company and wholly owned subsidiary of Neenah that owns all of the equity of Neenah Paper International, LLC.  Neenah Paper International, LLC is a Delaware limited liability company that owns all of the equity of Neenah Germany GmbH and in conjunction with Neenah Germany GmbH all of the equity of Neenah Services GmbH & Co. KG.

 

Neenah Paper International Finance Company BV is a private company with limited liability organized under the laws of the Netherlands and a wholly owned subsidiary of Neenah that facilitates the financing of our international operations.

 

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Table of Contents

 

History of the Businesses

 

Neenah, a Delaware corporation, was incorporated in April 2004 in contemplation of the spin-off by Kimberly-Clark Corporation (“Kimberly-Clark”) of its technical products and fine paper businesses in the United States and its Canadian pulp business (collectively, the “Pulp and Paper Business”). We had no material assets or activities until Kimberly-Clark’s transfer to us of the Pulp and Paper business on November 30, 2004. On that date, Kimberly-Clark completed the distribution of all of the shares of our common stock to the stockholders of Kimberly-Clark (the “Spin-Off”). Following the Spin-Off, we are an independent public company and Kimberly-Clark has no ownership interest in us.

 

Technical Products. In 1952, Kimberly-Clark purchased the Munising mill, located in Munising, Michigan. Subsequent to the purchase, Kimberly-Clark converted the mill to produce durable, saturated and coated papers for sale and use in a variety of industrial applications for its technical products business. In October 2006, we purchased the outstanding interests of FiberMark Services GmbH & Co. KG and the outstanding interests of FiberMark Beteiligungs GmbH (collectively “Neenah Germany”). The Neenah Germany assets consist of two mills located near Munich, Germany and a third mill near Frankfurt, Germany, that produce a wide range of products, including transportation and other filter media, nonwoven wall coverings, masking and other tapes, abrasive backings, and specialized printing and coating substrates.

 

Fine Paper.  The fine paper business was incorporated in 1885 as Neenah Paper Company, which initially operated a single paper mill in Neenah, Wisconsin. Kimberly-Clark acquired the mill in 1956. In 1981, Kimberly-Clark purchased an additional mill located in Whiting, Wisconsin to increase the production capacity of the fine paper business. In the late 1980s and early 1990s, Kimberly-Clark expanded the capacity of the fine paper business in response to increased demand by building two new paper machines at the Whiting mill, rebuilding two existing paper machines at the Whiting mill and completing a major expansion of the Neenah facility with the installation of a new paper machine, a new finishing center, a new customer service center and a distribution center expansion. As a result of decreased demand, in the 2000s the Neenah mill retired two of its older paper machines.

 

In March 2007, we acquired Fox Valley Corporation (now named Neenah Paper FVC, Inc.), which owned Fox River Paper Company, LLC (“Fox River”, now named Neenah Paper FR, LLC).  The Fox River assets acquired consisted of four U.S. paper mills and various related assets, producing premium fine papers with well-known brands including STARWHITE®, SUNDANCE®, ESSE® and OXFORD®.  In integrating the operations of Fox River with those of our existing fine paper mills, we closed three of the Fox River paper mills.  We closed the Housatonic mill, located near Great Barrington, Massachusetts in May 2007, the fine paper mill located in Urbana, Ohio during the second quarter of 2008 and the fine paper mill located in Ripon, California in May 2009.  The production previously made at these facilities was absorbed at our other premium fine paper mills.

 

Pulp. At the Spin-Off, our pulp operations consisted of mills located in Terrace Bay, Ontario and Pictou, Nova Scotia and approximately 975,000 acres of related woodlands. In August 2006, we transferred our Terrace Bay mill and related woodlands operations to certain affiliates of Buchanan Forest Products Ltd. (“Buchanan”).  In June 2006, we sold approximately 500,000 acres of woodlands in Nova Scotia. In June 2008, we sold the Pictou Mill, which was the last pulp mill we owned, to Northern Pulp Nova Scotia Corporation (“Northern Pulp”). In March 2010, we sold the remaining approximately 475,000 acres of woodland assets in Nova Scotia (the “Woodlands”) to Northern Timber Nova Scotia Corporation, an affiliate of Northern Pulp (collectively, “Northern Pulp”). The sale of the Woodlands completed our transformation from an integrated pulp and paper company into a technical products and premium fine paper company.  See Note 5 of Notes to Consolidated Financial Statements, “Discontinued Operations — Sale of the Pictou Mill and the Woodlands.”

 

Business Strategy

 

We expect to create value by uniquely satisfying the needs of premium specialty markets. Strategies to deliver this value include:

 

Increase Our Business Mix of Technical/Specialty Products- While technical products currently represent almost 60% of our revenue, we expect it to comprise an even greater proportion in the future as we continue to seek out growth in faster-growing, profitable specialty and technical products markets. This is likely to occur both organically and through potential acquisitions.

 

Grow Margins and Size of Technical Products- We expect to grow the size of our existing technical products business, while also increasing the profit margins of this business. Margin improvement will come through optimizing our product mix, faster growth of higher margin products, new product sales generated through innovation/R&D efforts and overall benefits of volume and scale efficiencies.

 

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Table of Contents

 

Maintain Our Leading Position and Attractive Returns in Fine Paper- We expect to maintain our leading position in fine papers through continued support of our brands and careful management of our costs. We will focus on expanding into new areas that can support growth, such as labels, packaging and international markets, to help offset any secular decline in the North American uncoated free sheet market.

 

Support Attractive Shareholder Returns- We believe the successful execution of our strategies, and a continued focus on Return on Capital as a key metric to evaluate decisions, will help us to create value. We expect to maintain a meaningful dividend as one means to deliver returns to shareholders.

 

Products

 

Technical Products.   The technical products business is a leading producer of filtration media and durable, saturated and coated substrates for a variety of end uses, including tapes, premask, abrasives, labels, medical packaging, decorative components, wall covering, and image transfer papers. Our technical products business had net sales of approximately $384 million, $318 million and $397 million in 2010, 2009 and 2008, respectively. JET-PRO®, SofStretch™, KIMDURA®, MUNISING LP®, PREVAIL™, NEENAH®, Gessner® and varitess® are brands of our technical products business.

 

In general, the products of our technical products business are sold to other manufacturers as key components for their finished products. The technical products business is organized into five SBUs: Filtration; Tape; Component Materials, Graphics and Identification; and Wall Covering to sell its products into major market segments. Several of the key market segments served, including tape and abrasives, are global in scope.

 

The Filtration SBU produces filtration media primarily for induction air, fuel, oil, and cabin air applications in automotive transportation.  Transportation filtration media are sold to suppliers of automotive companies as original equipment on new cars and trucks as well as to the automotive aftermarket.  This business is primarily in Europe.

 

The Tape SBU produces both saturated and unsaturated crepe and flat paper tapes and sells them to manufacturers to produce finished pressure sensitive products for sale in automotive, automotive aftermarket, transportation, manufacturing, building construction, and industrial general purpose applications.

 

The Component Materials SBU is a leading producer of latex saturated and coated papers for use by a wide variety of manufacturers. Finished lightweight sandpaper is sold in the automotive, automotive aftermarket, construction, metal and woodworking industries for both waterproof and dry sanding applications.  Premask paper is used as a protective over wrap for products during the manufacturing process and for applying signs, labeling and other finished products.  Medical packaging paper is a polymer impregnated base sheet that provides a breathable sterilization barrier. When sealed together with film, this paper becomes a medical packaging material that allows sterilization from steam, ethylene oxide, or gamma radiation and at the same time provides unique barrier properties.  The Component Materials SBU also produces a line of release papers and furniture backers.

 

The Graphics and Identification SBU produces label and tag products from saturated (latex impregnated) base label stock and purchased synthetic base label stock. Top coatings are applied to the base label stock to allow for high quality variable and digital printing. The synthetic label stock is recognized as a high quality, UV (ultra-violet) stable product used for outdoor applications. The business sells its label and tag stock to pressure sensitive coaters, who in turn sell the coated label and tag stock to the label printing community. Image transfer papers are used to transfer an image from paper to tee shirts, hats, coffee mugs, and other surfaces. The Graphics and Identification SBU produces and applies a proprietary imaging coating to its image transfer papers for use in digital printing applications. Image transfer papers are primarily sold through large retail outlets and through master distributors.  Decorative components papers are made from light and medium weight latex saturated papers which can then be coated for printability. Decorative components papers are primarily sold to coater converters, distributors, publishers and printers for use in book covers, stationery and fancy packaging.  The Graphics and Identification SBU also produces and sells clean room papers and durable printing papers into their respective markets.

 

The Wall Covering SBU produces a line of substrates made from saturated and coated wet-laid nonwovens and markets to converters serving primarily European commercial and do-it-yourself markets.

 

Fine Paper. The fine paper business manufactures and sells world-class branded premium writing, text, cover and specialty papers used in corporate identity packages, corporate annual reports, invitations, personal stationery, labels and high-end packaging for point of purchase advertising. Our fine paper business had net sales of approximately $273 million, $256 million and $336 million in 2010, 2009 and 2008, respectively.

 

Premium writing papers are used for business and personal stationery, corporate identity packages, envelopes and similar end-use applications. Market leading writing papers are sold by the fine paper business under the CLASSIC®, ENVIRONMENT®, NEENAH®, CAPITOL BOND® and NEUTECH® trademarks, which are denoted by a brand watermark in each sheet of writing paper. Our fine paper business has an exclusive agreement to manufacture, market and distribute Crane & Co.’s CRANE’S CREST®, CRANE’S BOND®, CRANE’S LETTRA®, CRANE’S PALETTE™ and CRANE’S® Choice Papers branded fine papers. The fine paper business also sells private watermarked paper and other specialty writing papers.

 

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Text and cover papers are used in applications such as corporate brochures, pocket folders, corporate annual reports, advertising inserts, direct mail, business cards, hang tags, scrapbooks, and a variety of other uses where colors, textured finishes or heavier weight papers are desired. Our brands in this category include CLASSIC®, CLASSIC CREST®, STARWHITE®, SUNDANCE®, ESSE® and ENVIRONMENT®. We also sell a variety of custom colors, paper finishes, and duplex/laminated papers.  The fine paper business also produces and sells other specialty papers, including translucent papers, art papers, papers for optical scanning and other specialized applications, under the UV/ULTRA® II translucent paper trademark and other brands.

 

Markets and Customers

 

Technical Products. The technical products business relies on five SBUs to sell its products globally into 17 product categories. Such categories, broadly defined as polymer impregnated and synthetic paper, include papers used as raw materials in the following applications: filtration, tape, component materials for manufactured products, graphics and identification, and wall covering.

 

Several products (filtration media, wall coverings, abrasives, tapes, labels) are used in markets that are directly affected by economic business cycles. Other market segments such as image transfer papers used in small/home office and consumer applications are relatively stable. Price competition is common in most of the segments served by the technical products business and has increased due to a trend of using film and other lower cost substrates instead of paper in some applications.

 

The technical products business relies on a team of direct sales representatives and customer service representatives to market and sell approximately 95 percent of its sales volume directly to customers and converters. Less than five percent of the sales of the technical products business are sold through industrial distributors.

 

The technical products business has over 500 customers worldwide. The distribution of sales in 2010 was approximately 55 percent in Europe, 25 percent in North America and 20 percent in Latin America and Asia. Customers typically convert and transform base papers and film into finished rolls and sheets by adding adhesives, coatings, and finishes. These transformed products are then sold to end-users.

 

Fine Paper. Premium writing, text and cover papers represent approximately three percent of the North American uncoated free sheet market. The uncoated free sheet market has been declining two to four percent annually due to the increasing use of electronic media for communication.  For 2010, the American Forestry and Paper Associations (the “AF&PA”) reported a 6 percent year-over-year industry decline in the premium text and cover uncoated free sheet paper category.  Lower industry volume reflected a decline in consumption for a number of key end use market segments, including real estate, hospitality and advertising. The stationery segment of the uncoated free sheet market is divided into cotton and sulfite grades. The text and cover paper segment of the market, used in corporate identification applications, is split between smooth papers and textured papers. Text papers have traditionally been utilized for special, high end collateral material such as corporate brochures, annual reports and special edition books. Cover papers are primarily used for business cards, pocket folders, brochures and report covers including corporate annual reports.

 

The fine paper business sells its products through our sales and marketing organizations primarily in three channels: authorized paper distributors, converters and direct sales. Sales to distributors, including distributor owned paper stores, account for approximately 70 percent of revenue in the fine paper business.  Approximately six percent of the sales of our fine paper business are exported to international distributors.

 

Sales to the fine paper business’s two largest customers (both of which are distributors) represented approximately 30 percent of its total sales in 2010. We practice limited distribution to improve our ability to control the marketing of our products. Although a complete loss of either of these customers would cause a temporary decline in the business’s sales volume, the decline could be partially offset by expanding sales to existing distributors, and further offset over a several month period with the addition of new distributors.

 

Concentration.  For the years ended December 31, 2010, 2009 and 2008, no customer accounted for more than 10 percent of our consolidated net sales.

 

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The following tables present further information about our businesses by geographic area (dollars in millions):

 

 

 

Year Ended December 31,

 

 

 

2010

 

2009

 

2008

 

Net sales

 

 

 

 

 

 

 

United States

 

$

413.6

 

$

360.9

 

$

467.3

 

Europe

 

244.1

 

213.0

 

265.0

 

Consolidated

 

$

657.7

 

$

573.9

 

$

732.3

 

 

 

 

December 31,

 

 

 

2010

 

2009

 

2008

 

Total Assets

 

 

 

 

 

 

 

United States

 

$

308.9

 

$

330.0

 

$

371.8

 

Canada

 

0.1

 

5.4

 

3.3

 

Europe

 

297.7

 

301.2

 

314.9

 

Total

 

$

606.7

 

$

636.6

 

$

690.0

 

 

Net sales and total assets are attributed to geographic areas based on the physical location of the selling entities and the physical location of the assets. See Note 14 of Notes to Consolidated Financial Statements “Business Segment and Geographic Information” for information with respect to net sales, profits (losses) and total assets by business segment.

 

Raw Materials

 

Technical Products. Softwood pulp, specialty pulp and latex are the primary raw materials consumed by our technical products business. The technical products business purchases softwood pulp, specialty pulp and latex from various suppliers. The technical products business purchases substantially all of its raw material requirements externally. We believe that all of the raw materials for our technical products operations, except for certain specialty latex grades and specialty softwood pulp, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. An interruption in the supply of certain latex specialty grades or specialty softwood pulp, however, could disrupt and eventually cause a shutdown of production of certain technical products.

 

Fine Paper. Hardwood pulp is the primary fiber used to produce products of the fine paper business. Other significant raw material inputs in the production of fine paper products include softwood pulp, recycled fiber, cotton fiber, dyes and fillers. The fine paper business purchases all of its raw materials externally. We believe that all of the raw materials for our fine paper operations, except for certain cotton fiber, are readily available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations. An interruption in our supply of pulp or cotton fiber could adversely affect our fine paper sales.

 

Concentration.  Except for certain specialty latex grades and specialty softwood pulp used by our technical products business and cotton fiber used by our fine paper business, we are not aware of any significant concentration of business transacted with a particular supplier that could, if suddenly eliminated, have a material adverse affect on our operations. While we believe that alternative sources of critical supplies would be available, disruption of our primary sources could create a temporary, adverse effect on product shipments. An interruption in the supply of a latex specialty grade or of specialty softwood pulp to our technical products business, each of which is currently obtained from a single source, could disrupt and eventually cause a shutdown of production of certain technical products.  An interruption in the supply of cotton fiber to our fine paper business could disrupt and eventually cause a shutdown of production of certain fine paper products.

 

Energy and Water

 

The equipment used in the manufacture of the products of our technical products and fine paper businesses uses significant amounts of energy, primarily electricity, natural gas, oil and coal. We generate substantially all of our electrical energy at the Munising mill and approximately 40 percent and 20 percent of the electrical energy at our mills in Appleton, Wisconsin and Bruckmühl, Germany, respectively. We also purchase electrical energy from external sources, including electricity generated from renewable sources.

 

Availability of energy is not expected to be a problem in the foreseeable future, but the purchase price of such energy can and likely will fluctuate significantly based on changes in demand and other factors.

 

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An adequate supply of water is needed to manufacture our products. We believe that there is an adequate supply of water for this purpose at each of our manufacturing locations.

 

Working Capital

 

Technical Products. Our German technical products business maintains approximately 20 days of raw materials and supplies inventories to support its manufacturing operations and approximately 30 days of finished goods and semi-finished goods inventory to support customer orders for its products. Our U.S. technical products business maintains approximately 25 to 30 days of raw materials and supplies inventories to support its manufacturing operations and approximately 25 to 30 days of finished goods inventory to support customer orders for its products. Sales terms in the technical products business vary depending on the type of product sold and customer category. Extended credit terms of up to 120 days are offered to customers located in certain international markets. In our German technical products business sales are collected in approximately 55 to 60 days and supplier invoices are generally paid within 20 days. In our U.S. technical products business sales are collected in approximately 45 to 50 days and supplier invoices are generally paid within 30 days.

 

Fine Paper. The fine paper business maintains approximately 10 days of raw material inventories to support its paper making operations and about 50 to 55 days of finished goods inventory to fill customer orders. Fine paper sales terms range between 20 and 30 days for customer payments, with 20-day terms used most often. Supplier invoices are typically paid within 30 days.

 

Competition

 

Technical Products. Our technical products business competes in global markets with a number of large multinational competitors, including Ahlstrom Corporation, Munksjö, ArjoWiggins SAS, Wausau Paper Corp. and Hollingsworth & Vose Company. It also competes in some, but not all, of these segments with smaller regional manufacturers, such as Monadnock Paper Mills, Inc., Fortress Paper, Ltd., Potsdam Specialty Paper, Inc. and Paper Line S.p.A. We believe the bases of competition in most of these segments are the ability to design and develop customized product features to meet customer specifications while maintaining quality, customer service and price. We believe our research and development program gives us an advantage in customizing base papers to meet customer needs.

 

Fine Paper. We believe our fine paper business is a leading supplier of premium writing, text, cover and specialty papers in North America. The fine paper business competes directly in this market with Mohawk Fine Papers Inc., Wausau Paper Corp. and other smaller companies. We believe the primary bases of competition for premium writing, text and cover papers are brand recognition, product quality, customer service, product availability, promotional support and variety of colors and textures.  Price also can be a factor particularly versus lower quality opaque and offset papers. We have and will continue to invest in advertising and other programs aimed at graphic designers, printers and corporate end-users in order to communicate the advantages of using our products.

 

Research and Development

 

Our technical products business maintains research and development laboratories in Roswell, Georgia, Munising, Michigan and each of our German manufacturing locations to support its strategy of developing new products and technologies, and to support growth in its existing product lines and other strategically important markets.  Our German technical products business relocated to a new research and development center during 2010 and also has a nano fiber pilot plant for the testing of advanced filter media applications.  We have continually invested in product research and development with spending of $5.3 million in 2010, $5.5 million in 2009 and $6.5 million in 2008.

 

Intellectual Property

 

The KIMDURA® and MUNISING LP® trademarks have made a significant contribution to the marketing of synthetic film and clean room papers of the technical products business.  The Gessner® and Varitess® trademarks have played an important role in the marketing of Neenah Germany product lines.

 

We own more than 40 patents and have multiple pending patent applications in the United States, Canada, Western Europe and certain other countries covering image transfer paper, abrasives and medical packaging. We believe our image transfer patents have contributed to establishing the technical products business as a leading supplier of image transfer papers.

 

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We own more than 50 trademarks with registrations in approximately 50 countries. Our fine paper business has built its market leading reputation on trademarked brands that date back as far as 1908. The CLASSIC® family of brands is one of the most well known and respected trademarks in the printing and writing industry. The CLASSIC® family includes CLASSIC CREST®, CLASSIC® Laid, CLASSIC® Linen, CLASSIC COLUMNS® and CLASSIC COTTON® papers. Our branded products, which also include the ENVIRONMENT® brand and brands such as STARWHITE®, SUNDANCE® and ESSE®, have played an important role in the marketing of the product lines of the fine paper business, which are recognized as an industry leader for quality, consistency and printing applications. Our fine paper business has an exclusive licensing agreement to market and distribute Crane’s CRANE’S CREST®, CRANE’S BOND®, CRANE’S LETTRA®, CRANE’S PALETTE™ and CRANE’S® Choice Papers branded fine papers.  Our fine paper business also owns trademarks for the CLASSIC® brand in certain key international markets.  Our long term strategy is to consolidate the writing, text and cover (WT&C) categories in the United States and continue to grow our strongest brands by increasing our international market penetration.

 

Backlog and Seasonality

 

Technical Products. In general, sales and profits for the technical products business have been relatively stronger in the first half of the year with reductions in the third quarter due to reduced customer converting schedules and in the fourth quarter due to a reduction in year-end inventory levels by our customers. In 2010, sales and profits for our technical products business returned to a more normal seasonal pattern as market conditions stabilized. During 2009, the technical products business showed sequential growth in quarterly sales and earnings as the overall economic environment improved.  The order flow for the technical products business is subject to seasonal peaks for several of its products, such as the larger volume grades of tape, abrasives, premask, and label stock used primarily in the downstream finished goods manufacturing process. To assure timely shipments during these seasonal peaks, the technical products business has agreements with certain customers to manufacture orders and hold them in inventory for later shipment. The technical products business also manages these peaks by providing certain customers with finished goods inventory on consignment. For the year ended December 31, 2010, consignment sales represented less than 15 percent of the technical products business’s annual sales. Orders are typically shipped within six to eight weeks of receipt of the order. However, the technical products business periodically experiences periods where order entry levels surge, and order backlogs can increase substantially. Raw materials are purchased and manufacturing schedules are planned based on customer forecasts, current market conditions and individual orders for custom products. The order backlog in the technical products business on December 31, 2010 was approximately $76 million and represented approximately 20 percent of prior year sales. The order backlogs in the technical products business on December 31, 2009 were approximately $67 million and represented approximately 20 percent of prior year sales. We have previously filled the order backlog from December 31, 2009 and expect to fill the order backlog from December 31, 2010 within the current fiscal year.

 

Fine Paper. The fine paper business has historically experienced a steady flow of orders with marginally higher sales in the first quarter due to annual report production and a slight reduction in the third quarter due to scheduled maintenance downtime. Orders for stock products are typically shipped within two days, while custom orders are shipped within two to three weeks of receipt. Raw material purchases and manufacturing schedules are planned based on a combination of historical trends, customer forecasts and current market conditions. The order backlogs in the fine paper business on December 31, 2010 and 2009 were $8.3 million and $6.1 million, respectively, which represent approximately 11 days and 8 days, respectively, of sales. The order backlogs from December 31, 2010 and 2009 were filled in the respective following years.

 

Employee and Labor Relations

 

As of December 31, 2010, we had approximately 1,660 regular full-time employees of whom 630 hourly and 310 salaried employees were located in the United States and 480 hourly and 240 salaried employees were located in Germany.

 

Hourly employees at the Whiting, Neenah, Munising and Appleton paper mills are represented by the United Steelworkers Union (the “USW”). In October 2010, we signed a collective bargaining agreement with the USW for the Appleton paper mill that is effective through May 31, 2014. In May 2010, we signed a collective bargaining agreement with the USW for the Munising paper mill that is effective through July 14, 2013. The collective bargaining agreements for the Whiting and Neenah paper mills expire on January 31, 2013 and June 30, 2013, respectively. Separately, the Appleton, Neenah, Whiting and Munising paper mills have bargained jointly with the union on pension matters. The agreement on pension matters will remain in effect through 2019.

 

Approximately 50 percent of salaried employees and 80 percent of hourly employees of Neenah Germany are eligible to be represented by the Mining, Chemicals and Energy Trade Union, Industriegewerkschaft Bergbau, Chemie and Energie (the “IG BCE”).  In December 2010, the IG BCE and a national trade association representing all employers in the industry signed a new collective bargaining agreement covering union employees of Neenah Germany that expires in November 2011.

 

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As of December 31, 2010, no hourly employees in the United States were covered by collective bargaining agreements that have expired or will expire within the next twelve months.  Union membership in Germany is voluntary and under German law does not need to be disclosed. As a result, the number of employees covered by the collective bargaining agreement with the IG BCE that expires in November 2011 cannot be determined.  We believe we have satisfactory relations with our employees covered by collective bargaining agreements.

 

Environmental, Health and Safety Matters

 

Our operations are subject to federal, state and local laws, regulations and ordinances relating to various environmental, health and safety matters. Our operations are in compliance with, or we are taking actions designed to ensure compliance with, these laws, regulations and ordinances. However, the nature of our operations exposes us to the risk of claims concerning non-compliance with environmental, health and safety laws or standards, and there can be no assurance that material costs or liabilities will not be incurred in connection with those claims. Except for certain orders issued by environmental, health and safety regulatory agencies with which we believe we are in compliance and which we believe are immaterial to our financial condition, results of operations and liquidity, we are not currently named as a party in any judicial or administrative proceeding relating to environmental, health and safety matters.

 

Greenhouse gas (“GHG”) emissions have increasingly become the subject of political and regulatory focus. Concern over potential climate change, including global warming, has led to legislative and regulatory initiatives directed at limiting GHG emissions. All the states in which we operate are currently considering GHG legislation or regulations, either individually and/or as part of regional initiatives, that are independent of any federal proposals. While not all are likely to become law it is reasonably possible that additional climate change related mandates will be forthcoming, and it is expected that they may adversely impact our costs by increasing energy costs and raw material prices, requiring operational or equipments modifications to reduce emissions and creating costs to comply with regulations or to mitigate the financial consequences of such compliance.

 

While we have incurred in the past several years, and will continue to incur, capital and operating expenditures in order to comply with environmental, health and safety laws, regulations and ordinances, we believe that our future cost of compliance with environmental, health and safety laws, regulations and ordinances, and our exposure to liability for environmental, health and safety claims will not have a material adverse effect on our financial condition, results of operations or liquidity. However, future events, such as changes in existing laws and regulations, new legislation to limit GHG emissions or contamination of sites owned, operated or used for waste disposal by us (including currently unknown contamination and contamination caused by prior owners and operators of such sites or other waste generators) may give rise to additional costs which could have a material adverse effect on our financial condition, results of operations or liquidity.

 

We have planned capital expenditures to comply with environmental, health and safety laws, regulations and ordinances during the period 2011 through 2013 of approximately $1 million to $2 million annually.  Our anticipated capital expenditures for environmental projects are not expected to have a material adverse effect on our financial condition, results of operations or liquidity.

 

AVAILABLE INFORMATION

 

We are subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934. As such, we file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Our SEC filings are available to the public on the SEC’s web site at www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our common stock is traded on the New York Stock Exchange under the symbol NP. You may inspect the reports, proxy statements and other information concerning us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

 

Our web site is www.neenah.com. Our reports on Form 10-K, Form 10-Q and Form 8-K, as well as amendments to those reports, are and will be available free of charge on our web site as soon as reasonably practicable after we file or furnish such reports with the SEC. In addition, you may request a copy of any of these reports (excluding exhibits) at no cost upon written request to us at: Investor Relations, Neenah Paper, Inc., 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005.

 

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Item 1A.       Risk Factors

 

You should carefully consider each of the following risks and all of the other information contained in this Annual Report on Form 10-K. Some of the risks described below relate principally to our business and the industry in which we operate, while others relate principally to our indebtedness. The remaining risks relate principally to the securities markets generally and ownership of our common stock.

 

Our business, financial condition, results of operations or liquidity could be materially adversely affected by any of these risks, and, as a result, the trading price of our common stock could decline. The risks described below are not the only ones we face. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations.

 

Risks Related to Our Business and Industry

 

The availability of and prices for raw materials and energy will significantly impact our business.

 

We purchase a substantial portion of the raw materials and energy necessary to produce our products on the open market, and, as a result, the price and other terms of those purchases are subject to change based on factors such as worldwide supply and demand and government regulation. We do not have significant influence over our raw material or energy prices and our ability to pass increases in those prices along to purchasers of our products may be challenged, unless those increases coincide with increased demand for the product. Therefore, raw material or energy prices could increase at the same time that prices for our products are steady or decreasing. In addition, we may not be able to recoup other cost increases we may experience, such as those resulting from inflation or from increases in wages or salaries or increases in health care, pension or other employee benefits costs, insurance costs or other costs.

 

An interruption in supply of a latex specialty grade or of specialty softwood pulp to our technical products business, each of which we currently obtain from a single source, could disrupt and eventually cause a shutdown of production of certain technical products.  An interruption in the supply of cotton fiber to our fine paper business could disrupt and eventually cause a shutdown of production of certain fine paper products.

 

Our business will suffer if we are unable to effectively respond to decreased demand for some of our products due to current conditions in the global economy.

 

We have experienced and may experience in the future decreased demand for some of our products due to slowing or negative global economic growth, uncertainty in credit markets, declining consumer and business confidence, fluctuating commodity prices, increased unemployment and other challenges affecting the global economy.  In addition, our customers may experience deterioration of their businesses, cash flow shortages, and difficulty obtaining financing. If we are unable to implement business strategies to effectively respond to decreased demand for our products, our financial position, cash flows and results of operations would be adversely affected.

 

Our operating results are likely to fluctuate.

 

Our operating results are subject to substantial quarterly and annual fluctuations due to a number of factors, many of which are beyond our control. Operating results could be adversely affected by general economic conditions causing a downturn in the market for paper products.  Additional factors that could affect our results include, among others, changes in the market price of pulp, the effects of competitive pricing pressures, production capacity levels and manufacturing yields, availability and cost of products from our suppliers, the gain or loss of significant customers, our ability to develop, introduce and market new products and technologies on a timely basis, changes in the mix of products produced and sold, seasonal customer demand, the relative strength of the Euro versus the U.S. dollar,  increasing interest rates and environmental costs. The timing and effect of the foregoing factors are difficult to predict, and these or other factors could materially adversely affect our quarterly or annual operating results.

 

We face many competitors, several of which have greater financial and other resources.

 

We face competition in each of our business segments from companies that produce the same type of products that we produce or that produce lower priced alternative products that customers may use instead of our products. Some of our competitors have greater financial, sales and marketing, or research and development resources than we do. Greater financial resources and product development capabilities may also allow our competitors to respond more quickly to new opportunities or changes in customer requirements.

 

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We cannot be certain that our net operating losses (“NOLs”) will continue to be available to offset our tax liability and other tax planning strategies may not be effective.

 

As of December 31, 2010, we had approximately $96.7 million of U.S. Federal and $95.4 million of U.S. State tax NOLs which may be used to offset taxable income in the future. In order to utilize the NOLs, we must generate consolidated taxable income. If not used, substantially all of the NOLs will expire in various amounts between 2028 and 2030. The availability of NOLs to offset taxable income could also be substantially reduced if we were to undergo an “ownership change” within the meaning of Section 382(g)(1) of the Internal Revenue Code. We will be treated as having had an “ownership change” if there is more than a 50% increase in stock ownership during a three-year “testing period” by “5% stockholders.”

 

In accordance with Accounting Standards Codification (“ASC”) Topic 740, Income Taxes (“ASC Topic 740”), as of December 31, 2010, we have recorded a liability of $8.6 million for uncertain tax positions where we believe it is “more likely than not” that the benefit reported on our income tax return will not be realized. There can be no assurance, however, that the actual amount of unrealized deductions will not exceed the amounts we have recognized for uncertain tax positions.

 

We are continuously undergoing examination by the Internal Revenue Service (the “IRS”) as well as taxing authorities in various state and foreign jurisdictions in which we operate. The IRS and other taxing authorities routinely challenge certain deductions and credits reported on our income tax returns.

 

In December 2010, the IRS issued a Revenue Agent’s Report for the 2007 and 2008 tax years. In January 2011, we submitted a protest to the Appeals Division of the IRS with respect to certain unresolved issues which involve a proposed IRS adjustment with respect to dual consolidated losses (“DCLs”) and the recapture of NOLs emanating from our former Canadian operations.  Our protest asserts that the IRS examination team made several errors in its assessment of the DCL rules and, as such, the proposed adjustment is erroneous.  As of December 31, 2010, no amounts were reserved related to these issues.  Management intends to vigorously contest this proposed adjustment, however, the outcome is uncertain and, should we not prevail, the outcome could have a material adverse effect on our results of operations, cash flows and financial position.

 

In November 2010, we received a tax examination report from the German tax authorities challenging certain interest expense deductions claimed on tax returns filed for the years 2004 through 2007.  We believe that the finding in the report is improper and will be rejected on appeal.  As of December 31, 2010, no amounts were reserved related to these issues.  Management intends to vigorously contest the finding in the report, however, the outcome is uncertain and, should we not prevail, the outcome could have a material adverse effect on our results of operations, cash flows and financial position.

 

We have significant obligations for pension and other postretirement benefits.

 

We have significant obligations for pension and other postretirement benefits which could require future funding beyond that which we have funded in the past or which we currently anticipate. At December 31, 2010, our projected pension benefit obligations were $252.7 million and exceeded the fair value of pension plan assets by approximately $60.5 million. In 2010, we made total contributions to qualified pension trusts of $12.6 million. In addition, during 2010 we made contributions of $3.5 million to non-qualified pension trusts and paid pension benefits for unfunded pension plans of $2.5 million.  At December 31, 2010, our projected other postretirement benefit obligations were $42.1 million.  No assets have been set aside to satisfy our other postretirement benefit obligations.  In 2010, we made payments for postretirement benefits other than pensions of $3.2 million. A material increase in funding requirements or benefit payments could have a material adverse effect on our cash flows.

 

The outcome of legal actions and claims may adversely affect us.

 

We are involved in legal actions and claims arising in the ordinary course of our business. The outcome of such legal actions and claims against us cannot be predicted with certainty. The legal actions and claims against us could have a material adverse effect on our financial condition, results of operations and liquidity.

 

Labor interruptions would adversely affect our business.

 

Substantially all of our hourly paid employees are unionized. In addition, some of our key customers and suppliers are also unionized.  Strikes, lockouts or other work stoppages or slow downs involving our unionized employees could have a material adverse effect on us.

 

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Future dividends on our common stock may be restricted or eliminated.

 

For the year ended December 31, 2010, we paid cash dividends of $0.40 per common share or approximately $5.9 million.  In November 2010, our Board of Directors approved a 10 percent increase in the annual dividend on our common stock to $0.44 per share.  The dividend will be paid in four equal quarterly installments beginning in March 2011. Dividends are declared at the discretion of our Board of Directors, and future dividends will depend on our future earnings, cash flow, financial requirements and other factors.  Our ability to pay cash dividends on our common stock is limited under the terms of both our bank credit agreement and the indenture for our $223 million of ten-year senior notes due November 2014 (the “Senior Notes”).  As of December 31, 2010, under the most restrictive terms of these agreements, our ability to pay cash dividends on our common stock is limited to a total of $8 million in a 12-month period. There can be no assurance that we will continue to pay dividends in the future.

 

Changes in international conditions could adversely affect our business and results of operations.

 

Our operating results and business prospects could be adversely affected by risks related to the countries outside the United States in which we have manufacturing facilities or sell our products, including Germany, Canada, China, Brazil and elsewhere.  Downturns in economic activity, adverse tax consequences, fluctuations in the value of local currency versus the U.S. dollar, or any change in social, political or labor conditions in any of these countries or regions could negatively affect our financial results.

 

If we have a catastrophic loss or unforeseen or recurring operational problems at any of our facilities, we could suffer significant lost production and/or cost increases.

 

Our technical products and fine paper businesses may suffer catastrophic loss due to fire, flood, terrorism, mechanical failure, or other natural or man-made events.  If any of our facilities were to experience a catastrophic loss, it could disrupt our operations, delay production, delay or reduce shipments, reduce revenue, and result in significant expenses to repair or replace the facility.  These expenses and losses may not be adequately covered by property or business interruption insurance.  Even if covered by insurance, our inability to deliver our products to customers, even on a short-term basis, may cause us to lose market share on a more permanent basis.

 

Fluctuations in currency exchange rates could adversely affect our results.

 

Exchange rate fluctuations for the Euro do not have a material effect on the operations or cash flows of our German technical products business.  Our German technical products business incurs most of its costs and sells most of its production in Europe and, therefore, its operations and cash flows are not materially affected by changes in the exchange rate of the Euro relative to the U.S. dollar. Changes in the Euro exchange rate relative to the U.S. dollar will, however, have an effect on our reported results of operations.

 

In addition, because we transact business in other foreign countries, some of our revenues and expenses are denominated in a currency other than the local currency of our operations. As a result, changes in exchange rates between the currency in which the transaction is denominated and the local currency of our operations into which the transaction is being recorded can impact the amount of local currency recorded for such transaction. This can result in more or less local currency revenues or costs related to such transaction, and thus have an effect on our reported sales and income before income taxes.

 

Our activities are subject to extensive government regulation, which could increase our costs, cause us to incur liabilities and adversely affect the manufacturing and marketing of our products.

 

Our operations are subject to federal, state and local laws, regulations and ordinances in the United States and Germany relating to various environmental, health and safety matters. The nature of our operations requires that we invest capital and incur operating costs to comply with those laws, regulations and ordinances and exposes us to the risk of claims concerning non-compliance with environmental, health and safety laws or standards. We cannot assure that significant additional expenditures will not be required to maintain compliance with, or satisfy potential claims arising from, such laws, regulations and ordinances. Future events, such as changes in existing laws and regulations or contamination of sites owned, operated or used for waste disposal by us (including currently unknown contamination and contamination caused by prior owners and operators of such sites or other waste generators) may give rise to additional costs that could require significantly higher capital expenditures and operating costs, which would reduce the funds otherwise available for operations, capital expenditures, future business opportunities or other purposes.

 

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We are subject to risks associated with possible climate change legislation and various cost and manufacturing issues associated with such legislation.

 

GHG emissions have increasingly become the subject of political and regulatory focus. Concern over potential climate change, including global warming, has led to legislative and regulatory initiatives directed at limiting GHG emissions. All the states in which we operate are currently considering GHG legislation or regulations, either individually and/or as part of regional initiatives, that are independent of any federal proposals. While not all are likely to become law it is reasonably possible that additional climate change related mandates will be forthcoming, and it is expected that they may adversely impact our costs by increasing energy costs and raw material prices, requiring operational or equipments modifications to reduce emissions and creating costs to comply with regulations or to mitigate the financial consequences of compliance.

 

Risks Relating to Our Indebtedness

 

We may not be able to fund our future capital requirements internally or obtain third-party financing.

 

We may be required or choose to obtain additional debt or equity financing to meet our future working capital requirements, as well as to fund capital expenditures and acquisitions. To the extent we must obtain financing from external sources to fund our capital requirements, we cannot guarantee financing will be available on favorable terms, if at all.  As of December 31, 2010, we have required debt payments of $224.7 million during the year ending December 31, 2014.  Such required debt payments include $223 million on our Senior Notes.

 

In February 2011, we elected to conduct an early redemption on March 10, 2011 (the “Partial Redemption”) of $65 million in aggregate principal amount of our Senior Notes.  There are $223 million of Senior Notes outstanding with a call premium of 2.458% as of the date of the Partial Redemption.   The Partial Redemption is expected to be financed by approximately $40 million of cash on hand, with the remainder to be provided by borrowings under our existing revolving credit facility.  Following the Partial Redemption, we will have $158 million in Senior Notes outstanding and required debt payments of approximately $159.7 million during the year ending December 31, 2014.

 

We may not be able to generate a sufficient amount of cash flow to meet our debt obligations, including the Senior Notes.

 

Our ability to make scheduled payments or to refinance our obligations with respect to the Senior Notes, our other debt and our other liabilities will depend on our financial and operating performance, which, in turn, is subject to prevailing economic conditions and to certain financial, business and other factors beyond our control. If our cash flow and capital resources are insufficient to fund our debt obligations and other liabilities, we could face substantial liquidity problems and may be forced to reduce or delay scheduled expansions and capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt. We cannot assure that our operating performance, cash flow and capital resources will be sufficient to repay our debt in the future. In the event that we are required to dispose of material assets or operations or restructure our debt to meet our debt and other obligations, we can make no assurances as to the terms of any such transaction or how quickly any such transaction could be completed.

 

If we cannot make scheduled payments on our debt, we will be in default and, as a result:

 

·                  our debt holders could declare all outstanding principal and interest to be due and payable;

 

·                  our senior secured lenders could terminate their commitments and commence foreclosure proceedings against our assets; and

 

·                  we could be forced into bankruptcy or liquidation.

 

If our operating performance declines in the future or we breach our covenants under the revolving credit facility, we may need to obtain waivers from the required lenders under our revolving credit facility to avoid being in default. We may not be able to obtain these waivers. If this occurs, we would be in default under the revolving credit facility.

 

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We have significant indebtedness which subjects us to restrictive covenants relating to the operation of our business.

 

As of December 31, 2010, we had $223 million of Senior Notes, $11.9 million in German revolving line of credit borrowings and $10.0 million of project financing outstanding. In addition, our borrowing base under our bank credit agreement was approximately $82 million.  As of December 31, 2010, no senior secured revolver borrowings were outstanding under our bank credit agreement. Our leverage could have important consequences. For example, it could:

 

·                  make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on the Senior Notes and our other indebtedness;

 

·                  place us at a disadvantage to our competitors;

 

·                  require us to dedicate a substantial portion of our cash flow from operations to service payments on our indebtedness, thereby reducing funds available for other purposes;

 

·                  increase our vulnerability to a downturn in general economic conditions or the industry in which we operate;

 

·                  limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general corporate and other purposes; and

 

·                  limit our ability to plan for and react to changes in our business and the industry in which we operate.

 

The terms of our indebtedness, including our bank credit agreement and the indenture governing the Senior Notes, contain covenants restricting our ability to, among other things, incur certain additional debt, make specified restricted payments and capital expenditures, pay dividends, authorize or issue capital stock, enter into transactions with our affiliates, consolidate or merge with or acquire another business, sell certain of our assets or liquidate, dissolve or wind-up our company. At December 31, 2010, under the most restrictive terms of these agreements, our ability to pay cash dividends on our common stock is limited to a total of $8 million in a 12-month period. In addition, the terms of our bank credit agreement require us to achieve and maintain compliance with a fixed charge coverage ratio if availability under the bank credit agreement is less than $20 million. These restrictions may limit our ability to engage in activities to expand our business, including obtaining future financing, making needed capital expenditures or taking advantage of business opportunities such as strategic acquisitions and dispositions.

 

Our revolving credit facility accrues interest at variable rates. As of December 31, 2010, we had no senior secured revolver borrowings outstanding, $0.8 million in letters of credit and other items outstanding which reduce revolving credit availability and $81.5 million of revolving credit availability. We may reduce our exposure to rising interest rates by entering into interest rate hedging arrangements, although those arrangements may result in us incurring higher interest expenses than we would incur without the arrangements. If interest rates increase in the absence of such arrangements, we will need to dedicate more of our cash flow from operations to make payments on our debt. For more information on our liquidity, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

 

Our failure to comply with the covenants contained in our revolving credit facility or the indenture governing the Senior Notes could result in an event of default that could cause acceleration of our indebtedness.

 

Our failure to comply with the covenants and other requirements contained in the indenture governing the Senior Notes, our revolving credit facility or our other debt instruments could cause an event of default under the relevant debt instrument. The occurrence of an event of default could trigger a default under our other debt instruments, prohibit us from accessing additional borrowings and permit the holders of the defaulted debt to declare amounts outstanding with respect to that debt to be immediately due and payable. Our assets or cash flows may not be sufficient to fully repay borrowings under our outstanding debt instruments, and we may be unable to refinance or restructure the payments on indebtedness on favorable terms, or at all.

 

Despite our indebtedness levels, we and our subsidiaries may be able to incur substantially more indebtedness, which may increase the risks created by our substantial indebtedness.

 

Because the terms of our bank credit agreement and the indenture governing the Senior Notes do not fully prohibit us or our subsidiaries from incurring additional indebtedness, we and our subsidiaries may be able to incur substantial additional indebtedness in the future, some of which may be secured. If we or any of our subsidiaries incur additional indebtedness, the related risks that we and they now face may intensify.

 

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Our bank credit agreement is secured by a majority of our North American assets.

 

Our bank credit agreement, as amended, is secured by a majority of our North American assets, including the capital stock of our subsidiaries.  Neenah Germany is not a borrower or guarantor with respect to the bank credit agreement.  However, we have pledged 65 percent of our equity interest in Neenah Germany as security for our obligations under the bank credit agreement.

 

Availability under our bank credit agreement will fluctuate over time depending on the value of our inventory, receivables and various capital assets. An extended work stoppage or decline in sales volumes would result in a decrease in the value of the assets securing the bank credit agreement. A reduction in availability under the bank credit agreement could have a material adverse effect on our liquidity.

 

Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost of financing and have an adverse effect on the market price of our securities.

 

A downgrade of our credit ratings below current levels (Moody’s Investors Service — Ba3, Standard & Poor’s — BB- as of December 31, 2010) may reduce our access to the capital markets, have an adverse effect on the market price of our securities and increase our cost of borrowing.

 

We depend on our subsidiaries to generate cash flow to meet our debt service obligations, including payments on the Senior Notes.

 

We conduct a substantial portion of our business through our subsidiaries. Consequently, our cash flow and ability to service our debt obligations, including the Senior Notes, depend upon the earnings of our subsidiaries and the distribution of those earnings to us, or upon loans, advances or other payments made by these entities to us. The ability of these entities to pay dividends or make other payments or advances to us will be subject to applicable laws and contractual restrictions contained in the instruments governing their debt, including our revolving credit facility and the indenture governing the Senior Notes. These limitations are also subject to important exceptions and qualifications.

 

The ability of our subsidiaries to generate sufficient cash flow from operations to allow us to make scheduled payments on our debt, including the Senior Notes, will depend upon their future financial performance, which will be affected by a range of economic, competitive and business factors, many of which are outside of our control. If our subsidiaries do not generate sufficient cash flow from operations to help us satisfy our debt obligations, including payments on the Senior Notes, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital expenditures or seeking to raise additional capital. Refinancing may not be possible, and any assets may not be saleable, or, if sold, we may not realize sufficient amounts from those sales. Additional financing may not be available on acceptable terms, if at all, or we may be prohibited from incurring it, if available, under the terms of our various debt instruments then in effect.  Our inability to generate sufficient cash flow to satisfy our debt obligations or to refinance our obligations on commercially reasonable terms would have an adverse effect on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations on the Senior Notes. The amount of earnings that our operating subsidiaries are able to distribute to us as dividends, or otherwise, may not be adequate for us to service our debt obligations.

 

FORWARD-LOOKING STATEMENTS

 

Certain statements in this Annual Report on Form 10-K may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933 (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), or in releases made by the SEC, all as may be amended from time to time. Statements contained in this Annual Report on Form 10-K that are not historical facts may be forward-looking statements within the meaning of the PSLRA. Any such forward-looking statements reflect our beliefs and assumptions and are based on information currently available to us. Forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. The Company cautions investors that any forward-looking statements we make are not guarantees or indicative of future performance. For additional information regarding factors that may cause our results of operations to differ materially from those presented herein, please see “Risk Factors” contained in this Annual Report on Form 10-K and as are detailed from time to time in other reports we file with the SEC.

 

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Table of Contents

 

You can identify forward-looking statements as those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “contemplate,” “estimate,” “believe,” “plan,” “project,” “predict,” “potential” or “continue,” or the negative of these, or similar terms. In evaluating these forward-looking statements, you should consider the following factors, as well as others contained in our public filings from time to time, which may cause our actual results to differ materially from any forward-looking statement:

 

·                  increases in commodity prices, (particularly for pulp, energy and latex) due to constrained global supplies or unexpected supply disruptions;

 

·                  the cost and/or availability of raw materials and energy;

 

·                  changes in market demand for our products due to global economic conditions;

 

·                  fluctuations in (i) exchange rates (in particular changes in the U.S. dollar/Euro currency exchange rates) and (ii) interest rates;

 

·                  the competitive environment;

 

·                  capital and credit market volatility;

 

·                  fluctuations in global equity and fixed-income markets;

 

·                  unanticipated expenditures related to the cost of compliance with environmental and other governmental regulations;

 

·                  our ability to control costs and implement measures designed to enhance operating efficiencies;

 

·                  the loss of current customers or the inability to obtain new customers;

 

·                  increases in the funding requirements for our pension and postretirement liabilities;

 

·                  changes in asset valuations including write-downs of assets including fixed assets, inventory, accounts receivable, deferred tax assets or other assets for impairment or other reasons;

 

·                  our existing and future indebtedness;

 

·                  strikes, labor stoppages and changes in our collective bargaining agreements and relations with our employees and unions;

 

·                  other risks that are detailed from time to time in reports we file with the SEC; and

 

·                  other factors described under “Risk Factors”.

 

You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this information statement.

 

Item 1B.       Unresolved Staff Comments

 

None.

 

Item 2.          Properties

 

Our principal executive offices are located in the Atlanta, Georgia suburb of Alpharetta, Georgia, and we operate a research and development laboratory in the nearby suburb of Roswell, Georgia. We own and operate four paper mills in the United States that produce printing and writing, text, cover, durable saturated and coated substrates and other specialty papers for a variety of end uses. We own and operate three paper mills in Germany that produce transportation and other filter media, wall coverings and durable and saturated substrates.

 

We believe that each of these facilities is adequately maintained and is suitable for conducting our operations and business.  We manage machine operating schedules at our manufacturing locations to fulfill customer orders in a timely manner and control inventory levels.

 

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Table of Contents

 

As of December 31, 2010, following are the locations of our principal facilities and operating equipment and the products produced at each location. All the facilities are owned by us, except as otherwise noted:

 

Location

 

Equipment/Resources

 

Products

Fine Paper Segment

 

 

 

 

Appleton Mill
Appleton, Wisconsin

 

Two paper machines; paper finishing equipment

 

Printing and writing, text, cover and other specialty papers

Converting Center
Neenah, Wisconsin

 

Paper finishing equipment

 

Printing and writing, text, cover and other specialty papers

Neenah Mill
Neenah, Wisconsin

 

Two paper machines; paper finishing equipment

 

Printing and writing, text, cover and other specialty papers

Whiting Mill
Whiting, Wisconsin

 

Four paper machines; paper finishing equipment

 

Printing and writing, text, cover and other specialty papers

 

 

 

 

 

Technical Products Segment

 

 

 

 

Munising Mill
Munising, Michigan

 

Two paper machines; two off line saturators; three off line coaters; specialty finishing equipment

 

Tapes, abrasives, premask, medical packaging and other durable, saturated and coated substrates

Bruckmühl Mill
Bruckmühl, Germany

 

One paper machine; two saturator/coaters; one laminator; finishing equipment

 

Masking tape backings and abrasive backings

Lahnstein Mill
Lahnstein, Germany

 

One paper machine; three impregnating and coating machines; two calendars; finishing equipment

 

Nonwoven wall coverings, printing media and durable substrates

Weidach Mill
Feldkirchen-Westerham, Germany

 

Two paper machines; three saturators; one meltblowing machine; specialty finishing equipment

 

Transportation, vacuum cleaner and industrial filter media

 

See Note 7 of Notes to Consolidated Financial Statements, “Debt” for a description of the material encumbrances attached to the properties described in the table above.

 

As of December 31, 2010, following are the locations of our owned and leased office and laboratory space and the functions performed at each location.

 

Administrative Location

 

Office/Other Space

 

Function

Alpharetta, Georgia

 

Leased Office Space

 

Corporate Headquarters and Administration and Sales

Roswell, Georgia

 

Leased Laboratory Space

 

Research and Development for our paper businesses

Weidach, Germany

 

Leased Laboratory Space

 

Research and Development for our technical product businesses

Neenah, Wisconsin

 

Owned Office Space

 

Administration and Sales

 

Item 3.          Legal Proceedings

 

We are involved in certain legal actions and claims arising in the ordinary course of business. While the outcome of those legal actions and claims cannot be predicted with certainty, we believe that the outcome of any such claim which is pending or threatened, either individually or on a combined basis, will not have a material adverse effect on our financial condition, results of operations or liquidity.

 

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Table of Contents

 

Income Taxes

 

The Company is continuously undergoing examination by the IRS as well as various state and foreign jurisdictions. The IRS and other taxing authorities routinely challenge certain deductions and credits reported by the Company on its income tax returns. See Note 6 of Notes to Consolidated Financial Statements, “Income Taxes”, for additional detail.

 

US Tax Audit - Tax Years 2007 and 2008

 

In December 2010, the IRS issued a Revenue Agent’s Report for the 2007 and 2008 tax years. In January 2011, the Company submitted a protest to the Appeals Division of the IRS with respect to certain unresolved issues which involve a proposed IRS adjustment with respect to DCLs and the recapture of NOLs emanating from the Company’s former Canadian operations.  The Company’s protest asserts that the IRS examination team made several errors in its assessment of the DCL rules and, as such, the proposed adjustment is erroneous.  As of December 31, 2010, no amounts were reserved related to these issues. Management intends to vigorously contest this proposed adjustment, however, the outcome is uncertain and, should the Company not prevail, the outcome could have a material adverse effect on the Company’s results of operations, cash flows and financial position.  Although it is reasonably possible that these matters could be resolved during the next 12 months, the timing is uncertain.

 

German Tax Audit - Tax Years 2004 to 2007

 

In November 2010, the Company received a tax examination report from the German tax authorities challenging certain interest expense deductions claimed on the Company’s tax returns for the years 2004 through 2007.  The Company believes that the finding in the report is improper and will be rejected on appeal.  As of December 31, 2010, no amounts were reserved related to these issues.  Management intends to vigorously contest the finding in the report, however, the outcome is uncertain and, should the Company not prevail, the outcome could have a material adverse effect on the Company’s results of operations, cash flows and financial position. Although it is reasonably possible that these matters could be resolved during the next 12 months, the timing is uncertain.

 

Item 4.          (Removed and Reserved)

 

Item 4A.       Executive Officers of the Registrant

 

Pursuant to General Instruction G(3) of Form 10-K and Instruction 3 of Item 401(b) of Regulation S-K, information regarding Neenah’s executive officers is hereby included in Part I of this Annual Report on Form 10-K.

 

Set forth below is information concerning our executive officers.

 

Name

 

Position

Sean T. Erwin

 

Chairman of the Board, President and Chief Executive Officer

Steven S. Heinrichs

 

Senior Vice President, General Counsel and Secretary

Bonnie C. Lind

 

Senior Vice President, Chief Financial Officer and Treasurer

John P. O’Donnell

 

Senior Vice President, Chief Operating Officer

James R. Piedmonte

 

Senior Vice President—Operations

Dennis P. Runsten

 

Senior Vice President—President, Technical Products U.S.

Julie A. Schertell

 

Senior Vice President—President, Fine Paper

Armin S. Schwinn

 

Senior Vice President—Managing Director of Neenah Germany

 

Sean T. Erwin, age 59, is the Chairman of our Board of Directors and our President and Chief Executive Officer. Mr. Erwin will retire as Chief Executive Officer at the Annual Meeting of Shareholders in May 2011. Mr. Erwin will continue as the Non-Executive Chairman of our Board of Directors. Prior to the Spin-Off, Mr. Erwin had been an employee of Kimberly-Clark since 1978, and held increasingly senior positions in both finance and business management. In January 2004, Mr. Erwin was named President of Kimberly-Clark’s Pulp and Paper Sector, which comprised the businesses transferred to us by Kimberly-Clark. He served as the President of the Global Nonwoven business from early 2001. He has also served as the President of the European consumer tissue business, Managing Director of Kimberly-Clark Australia, President of the Pulp and Paper Sector and President of the Technical Paper business.

 

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Table of Contents

 

Steven S. Heinrichs, age 43, is our Senior Vice President, General Counsel and Secretary and has been in that role since June 2004 when he joined Kimberly-Clark as Chief Counsel, Pulp and Paper and General Counsel for Neenah Paper, Inc. Prior to his employment with Kimberly-Clark, Mr. Heinrichs served as Associate General Counsel and Assistant Secretary for Mariner Health Care, Inc., a nursing home and long-term acute care hospital company. Before joining Mariner Health Care in 2003, Mr. Heinrichs served as Associate General Counsel and Assistant Secretary for American Commercial Lines LLC, a leading inland barge and shipbuilding company from 1998 through 2003. Mr. Heinrichs engaged in the private practice of law with Skadden, Arps, Slate, Meagher and Flom LLP and Shuttleworth, Smith, McNabb and Williams PLLC from 1994 through 1998. Mr. Heinrichs received his MBA from the Kellogg School of Management at Northwestern University in 2008.

 

Bonnie C. Lind, age 52, is our Senior Vice President, Chief Financial Officer and Treasurer and has been in that role since June 2004. Ms. Lind was an employee of Kimberly-Clark from 1982 until 2004, holding a variety of increasingly senior financial and operations positions. From 1999 until June 2004, Ms. Lind served as the Assistant Treasurer of Kimberly-Clark and was responsible for managing Kimberly-Clark’s global treasury operations. Prior to that, she was Director of Kimfibers with overall responsibility for the sourcing and distribution of pulp to Kimberly-Clark’s global operations.

 

John P. O’Donnell, age 50, is our Senior Vice President, Chief Operating Officer and has been in that role since June 2010.  Mr. O’Donnell will be promoted to President and Chief Executive Officer of the Company concurrent with Mr. Erwin’s retirement. Mr. O’Donnell was appointed to our Board of Directors in November 2010. In November 2007, Mr. O’Donnell joined the Company as President, Fine Paper.  Mr. O’Donnell was employed by Georgia-Pacific Corporation from 1985 until 2007 and held increasingly senior roles in the Consumer Products division.  Mr. O’Donnell served as President of the North America Retail Business from 2004 through 2007, and as President of the North American Commercial Tissue business from 2002 through 2004.

 

James R. Piedmonte, age 54, is our Senior Vice President—Operations and has been in that role since June 2004. Mr. Piedmonte had been employed by Kimberly-Clark from 1978 until 2004, and held increasingly senior positions within Kimberly-Clark’s operations function. Mr. Piedmonte was responsible for Kimberly-Clark’s pulp mill and forestry operations in Pictou, Nova Scotia, from 2001 until 2004. Previously he was the Director of Operations for the fine paper business operations, as well as mill manager at the Whiting, Wisconsin mill.

 

Dennis P. Runsten, age 53, is a Senior Vice President of the Company and President, Technical Products U.S., and has been in that role since November of 2006.  Mr. Runsten was an employee of Kimberly-Clark from 1983-2004, and held increasingly important roles in logistics, operations and marketing management within Kimberly-Clark’s consumer and nonwovens business.  In 2000, Mr. Runsten was appointed Vice President, Supply Chain, for Kimberly-Clark Europe, and in August 2004 he was appointed Vice President, Supply Chain and Information Technology for Neenah Paper, Inc.

 

Julie A. Schertell, age 41, is a Senior Vice President of the Company and President, Fine Paper, and has been in that role since January 2011.  Ms. Schertell joined the Company in 2008 and served as Vice President of Sales and Marketing for the Fine Paper division through December 2010. Ms. Schertell was employed by Georgia-Pacific Corporation in the Consumer Products Retail division, where she served as Vice President of Sales Strategy from 2007-2008, and as Vice President of Customer Solutions from 2003 through 2007.

 

Armin S. Schwinn, age 52, is our Senior Vice President—Managing Director of Neenah Germany and has been in that role since April 2010. Mr. Schwinn had been Vice President, Finance of Neenah Germany since our acquisition of FiberMark Germany in October 2006.  Mr. Schwinn joined FiberMark Germany in 1995 and held increasingly senior positions within FiberMark Germany’s financial, purchasing and administrative functions.  Prior to this, Mr. Schwinn served in various leadership positions in other German manufacturing and service companies.

 

There are no family relationships among our directors or executive officers.

 

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Table of Contents

 

PART II

 

Item 5.          Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Neenah common stock is listed on the New York Stock Exchange and is traded under the ticker symbol NP. Trading, as reported on the New York Stock Exchange, Inc. Composite Transactions Tape, and dividend information follows:

 

 

 

Common Stock

 

 

 

 

 

Market Price

 

Dividends

 

 

 

High

 

Low

 

Declared

 

2010

 

 

 

 

 

 

 

Fourth quarter

 

$

19.98

 

$

14.84

 

$

0.10

 

Third quarter

 

$

19.59

 

$

13.37

 

$

0.10

 

Second quarter

 

$

21.95

 

$

14.81

 

$

0.10

 

First quarter

 

$

19.19

 

$

12.57

 

$

0.10

 

 

 

 

 

 

 

 

 

2009

 

 

 

 

 

 

 

Fourth quarter

 

$

15.50

 

$

9.32

 

$

0.10

 

Third quarter

 

$

12.62

 

$

6.56

 

$

0.10

 

Second quarter

 

$

10.63

 

$

3.33

 

$

0.10

 

First quarter

 

$

9.51

 

$

3.26

 

$

0.10

 

 

Dividends are declared at the discretion of the Board of Directors, and future dividends will depend on our future earnings, cash flow, financial requirements and other factors. Our ability to pay cash dividends on our common stock is limited under the terms of both our bank credit agreement and our Senior Notes. As of December 31, 2010, under the most restrictive terms of these agreements, our ability to pay cash dividends on our common stock is limited to a total of $8 million in a 12-month period. For each of the years ended December 31, 2010 and 2009, we paid cash dividends of $0.40 per common share or approximately $5.9 million.  In November 2010, our Board of Directors approved a 10 percent increase in the annual dividend on our common stock to $0.44 per share.  The dividend will be paid in four equal quarterly installments beginning in March 2011.

 

As of February 25, 2011, Neenah had approximately 2,200 holders of record of its common stock.  The closing price of Neenah’s common stock on February 25, 2011 was $19.59.

 

Purchases of Equity Securities:

 

Period

 

Total Number of Shares
Purchased

 

Average Price Paid
Per Share

 

Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs

 

Maximum Number of
Shares that May Yet Be
Purchased Under
Publicly Announced
Plans or Programs

 

October 2010

 

 

$

 

 

 

November 2010(a)

 

649

 

$

15.67

 

 

 

December 2010

 

 

$

 

 

 

 


(a)          Transactions represent the purchase of vested restricted shares from employees to satisfy minimum tax withholding requirements upon vesting of stock-based awards. None of these transactions were made in the open market. The average price paid is based upon the closing sales price on the New York Stock Exchange on the date of the transaction.  Such purchases are held as treasury shares.  See Note 9 of Notes to Consolidated Financial Statements, “Stock Compensation Plans.”

 

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Table of Contents

 

Item 6.          Selected Financial Data

 

The following table sets forth our selected historical financial and other data. You should read the information set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and the notes to those consolidated financial statements included elsewhere in this Annual Report. The statement of operations data for the years ended December 31, 2010, 2009 and 2008 and the balance sheet data as of December 31, 2010 and 2009 set forth below are derived from our audited historical consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The balance sheet data as of December 31, 2008, 2007 and 2006 and the statement of operations data for the years ended December 31, 2007 and 2006 set forth below are derived from our historical consolidated financial statements not included in this Annual Report on Form 10-K.

 

During the preparation of the interim financial statements for the three and nine months ended September 30, 2010, the Company identified a $2.8 million overstatement of accounts payable that was primarily the result of invalid inventory pricing adjustments beginning in 2006 and certain inventory transactions in 2008.  These errors resulted in an overstatement of accounts payable and cost of products sold of $0.4 million and $2.4 million for the years ended December 31, 2006 and 2008, respectively.  The net effect of these corrections on the statement of operations for the years ended December 31, 2008 and 2006 and on the consolidated balance sheet data as of December 31, 2006, 2007, 2008 and 2009 is presented in the following table. We believe the effects of these prior period corrections are not material to any prior period consolidated financial statements. See Note 1 of Notes to Consolidated Financial Statements, “Background and Basis of Presentation — Prior Year Adjustments.”

 

 

 

Year Ended December 31,

 

 

 

2010

 

2009

 

2008

 

2007

 

2006

 

 

 

(Dollars in millions, except per share data)

 

Consolidated Statement of Operations Data

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

$

 

$

 

$

(2.4

)

$

 

$

(0.4

)

Operating income

 

 

 

 

 

 

2.4

 

 

 

 

0.4

 

Income from continuing operations before income taxes

 

 

 

 

 

 

2.4

 

 

 

 

0.4

 

Provision for income taxes

 

 

 

 

 

 

0.9

 

 

 

 

 

Income from continuing operations

 

 

 

 

 

 

1.5

 

 

 

 

0.4

 

Net income

 

 

 

 

 

 

1.5

 

 

 

 

0.4

 

Earnings from continuing operations per basic share

 

 

 

 

 

 

0.10

 

 

 

 

0.02

 

Earnings from continuing operations per diluted share

 

 

 

 

 

 

0.10

 

 

 

 

0.02

 

 

 

 

As of December 31,

 

 

 

2010

 

2009

 

2008

 

2007

 

2006

 

 

 

(Dollars in millions)

 

Consolidated Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

$

 

$

2.8

 

$

2.8

 

$

0.4

 

$

0.4

 

Total assets

 

 

 

 

(0.9

)

 

(0.9

)

 

 

 

 

Total liabilities

 

 

 

 

(2.8

)

 

(2.8

)

 

(0.4

)

 

(0.4

)

Total stockholders’ equity

 

 

 

 

1.9

 

 

1.9

 

 

0.4

 

 

0.4

 

 

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Table of Contents

 

 

 

Year Ended December 31,

 

 

 

2010

 

2009

 

2008

 

2007 (f)

 

2006 (g)

 

 

 

(Dollars in millions, except per share data)

 

Consolidated Statement of Operations Data

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

657.7

 

$

573.9

 

$

732.3

 

$

767.0

 

$

405.0

 

Cost of products sold

 

537.7

 

472.3

 

630.8

 

635.5

 

305.0

 

Gross profit

 

120.0

 

101.6

 

101.5

 

131.5

 

100.0

 

Selling, general and administrative expenses

 

69.3

 

69.1

 

75.2

 

79.3

 

54.4

 

Other income - net

 

(1.0

)

(1.0

)

(11.3

)

(1.7

)

(0.5

)

Loss (gain) on closure and sale of the Ripon Mill (b)

 

(3.4

)

17.1

 

 

 

 

Goodwill and other intangible asset impairment charge (c)

 

 

 

54.5

 

 

 

Operating income (loss)

 

55.1

 

16.4

 

(16.9

)

53.9

 

46.1

 

Interest expense - net

 

20.3

 

23.2

 

25.0

 

25.4

 

16.9

 

Income (loss) from continuing operations before income taxes

 

34.8

 

(6.8

)

(41.9

)

28.5

 

29.2

 

Provision (benefit) for income taxes

 

9.8

 

(5.0

)

3.9

 

(3.7

)

9.4

 

Income (loss) from continuing operations

 

25.0

 

(1.8

)

(45.8

)

32.2

 

19.8

 

Income (loss) from discontinued operations, net of taxes (a) (d) (e) (j)

 

134.1

 

0.6

 

(111.2

)

(22.0

)

43.1

 

Net income (loss)

 

$

159.1

 

$

(1.2

)

$

(157.0

)

$

10.2

 

$

62.9

 

Earnings (loss) from continuing operations per basic share

 

$

1.69

 

$

(0.12

)

$

(3.14

)

$

2.15

 

$

1.33

 

Earnings (loss) from continuing operations per diluted share

 

$

1.61

 

$

(0.12

)

$

(3.14

)

$

2.11

 

$

1.33

 

Cash dividends per common share

 

$

0.40

 

$

0.40

 

$

0.40

 

$

0.40

 

$

0.40

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Financial Data

 

 

 

 

 

 

 

 

 

 

 

Net cash flow provided by (used for):

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

54.5

 

$

64.9

 

$

13.1

 

$

69.5

 

$

65.8

 

Capital expenditures

 

(17.4

)

(8.4

)

(30.0

)

(58.3

)

(25.1

)

Other investing activities (a) (d) (f) (g)

 

83.9

 

0.1

 

(0.4

)

(55.1

)

(102.6

)

Financing activities (f) (g)

 

(78.3

)

(54.2

)

18.2

 

43.8

 

50.8

 

Ratio of earnings to fixed charges (h) (i)

 

2.6

x

 

 

2.1

x

2.5

x

 

 

 

As of December 31,

 

 

 

2010

 

2009

 

2008

 

2007 (f)

 

2006 (g)

 

 

 

(Dollars in millions)

 

Consolidated Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

$

129.9

 

$

98.8

 

$

147.1

 

$

120.9

 

$

93.3

 

Total assets

 

606.7

 

636.6

 

689.1

 

937.8

 

742.5

 

Long-term debt

 

231.3

 

263.6

 

340.5

 

321.2

 

282.3

 

Total liabilities

 

447.5

 

527.0

 

584.1

 

656.7

 

559.4

 

Total stockholders’ equity (a)

 

159.2

 

109.6

 

105.0

 

281.1

 

183.1

 

 

22



(a)          In March 2010, Neenah Canada sold approximately 475,000 acres of woodland assets in Nova Scotia (the “Woodlands”) to Northern Pulp, for C$82.5 million ($78.6 million). The sale resulted in a pre-tax gain, net of fees and other transaction costs, of $74.1 million. The sale of the Woodlands resulted in the substantially complete liquidation of the Company’s investment in Neenah Canada.  In accordance with Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters (“ASC Topic 830”), $87.9 million of cumulative currency translation adjustments attributable to the Company’s Canadian subsidiaries have been reclassified into earnings and recognized as part of the gain on sale of the Woodlands. The transaction did not generate a cash tax liability because the tax basis for the Woodlands was approximately equal to the sale price. See Note 5 of Notes to Consolidated Financial Statements, “Discontinued Operations.”

 

(b)         In October 2010, we sold the remaining assets of the Ripon Mill to Diamond Pet Food Processors of Ripon, LLC (“Diamond”) for gross proceeds of approximately $9 million. Pursuant to the terms of the transaction, Diamond acquired all the assets and assumed responsibility for substantially all the remaining liabilities associated with the Ripon Mill.  We recognized a pre-tax gain on the sale of $3.4 million in the fourth quarter of 2010.

 

In May 2009, we permanently closed the Ripon Mill.  The closure resulted in a pre-tax charge of $17.1 million comprised of approximately $5.8 million in non-cash charges primarily for losses related to the carrying value of property, plant and equipment, a curtailment loss of $0.8 million related to postretirement benefit plans in which employees of the Ripon Mill participated and cash payments for contract terminations, severances and other employee costs of approximately $10.5 million.

 

(c)          For the year ended December 31, 2008, we recognized a pre-tax loss of $52.7 million (we did not recognize a tax benefit related to the non tax deductible loss) to write-off the excess of the carrying value of goodwill assigned to Neenah Germany over the estimated fair value of goodwill. In addition, for the year ended December 31, 2008, we recognized a non-cash pre-tax charge of approximately $1.8 million for the impairment of certain trade names and customer based intangible assets acquired in the Neenah Germany acquisition.

 

(d)         In February 2008, we committed to a plan to sell our pulp mill in Pictou, Nova Scotia (the “Pictou Mill”) and the Woodlands.  In June 2008, Neenah Canada sold the Pictou Mill to Northern Pulp. Neenah Canada made a payment of approximately $10.3 million to Northern Pulp in connection with the sale of the Pictou Mill. In addition, we paid approximately $3.3 million of transaction costs. In August 2006, we transferred our Terrace Bay mill and related woodlands operations to Buchanan in exchange for a payment of approximately $18.6 million.

 

(e)          For the years ended December 31, 2010, 2009 and 2008, the results of operations of the Pictou Mill and the Woodlands and the loss on disposal of the Pictou Mill are reported as discontinued operations in the Consolidated Statement of Operations Data. The consolidated results of operations for all other periods presented have been restated to reflect the results of operations of the Terrace Bay mill, the Pictou Mill and the Woodlands and the loss on transfer of the Terrace Bay mill as discontinued operations.

 

(f)            In March 2007, we acquired the stock of Fox Valley Corporation and its subsidiary, Fox River for approximately $54.7 million in cash. We financed the acquisition through a combination of cash and debt drawn against our existing revolving credit facility. The results of Fox River are being reported as part of our Fine Paper segment and have been included in our consolidated financial results since the acquisition date.

 

(g)         In October 2006, we purchased the outstanding interests of Neenah Germany from FiberMark, Inc. and FiberMark International Holdings LLC for approximately $220.1 million in cash. We financed the acquisition through a combination of cash and debt drawn against our existing revolving credit facility. The results of Neenah Germany are being reported as part of our Technical Products segment and have been included in our consolidated financial results since the acquisition date.

 

(h)         For purposes of determining the ratio of earnings to fixed charges, earnings consist of income before income taxes (less interest) plus fixed charges. Fixed charges consist of interest expense, including amortization of debt issuance costs, and the estimated interest portion of rental expense.

 

(i)             For the years ended December 31, 2009 and 2008, fixed charges exceeded earnings by $6.8 million and $41.9 million, respectively.

 

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(j)             The following table presents the results of discontinued operations:

 

 

 

Year Ended December 31,

 

 

 

2010

 

2009

 

2008

 

2007

 

2006

 

 

 

(Dollars in millions)

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations (2) (4) (5) (6)

 

$

1.0

 

$

2.8

 

$

(97.8

)

$

(31.6

)

$

76.3

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on disposal of the Woodlands (1)

 

74.1

 

 

 

 

 

Reclassification of cumulative translation adjustments related to investments in Canada (1)

 

87.9

 

 

 

 

 

Loss on disposal - Terrace Bay Mill

 

 

 

 

 

(6.5

)

Loss on disposal - Pictou Mill (2)

 

 

(0.3

)

(29.4

)

 

 

Loss on settlement of post-employment benefit plans (3)

 

 

 

(53.7

)

 

 

Gain (loss) on disposal

 

162.0

 

(0.3

)

(83.1

)

 

(6.5

)

Income (loss) before income taxes

 

163.0

 

2.5

 

(180.9

)

(31.6

)

69.8

 

(Provision) benefit for income taxes

 

(28.9

)

(1.9

)

69.7

 

9.6

 

(26.7

)

Income (loss) from discontinued operations, net of taxes

 

$

134.1

 

$

0.6

 

$

(111.2

)

$

(22.0

)

$

43.1

 

 


(1)          In March 2010, Neenah Canada sold the Woodlands to Northern Pulp for C$82.5 million ($78.6 million) resulting in a pre-tax gain of $74.1 million. The substantially complete liquidation of the Company’s investment in Neenah Canada resulted in the reclassification of $87.9 million of cumulative currency translation adjustments attributable to the Company’s Canadian subsidiaries in accordance with ASC Topic 830.  See Note 5 of Notes to Consolidated Financial Statements, “Discontinued Operations.”

 

(2)          During the first quarter of 2008, we determined that the estimated value we would receive from a sale of the Pictou Mill indicated that we would not recover the carrying value of the mill’s long-lived assets. As a result, for the year ended December 31, 2008, we recognized aggregate non-cash, pre-tax impairment charges of $91.2 million to write-off the carrying value of the Pictou Mill’s long-lived assets. In addition, for the year ended December 31, 2008, we recorded a pre-tax loss of $29.4 million to recognize the loss on disposal of the Pictou Mill.

 

(3)          In conjunction with the sale of the Pictou Mill, Northern Pulp assumed responsibility for all pension and other postretirement benefit obligations for active and retired employees of the mill. We accounted for the transfer of the Nova Scotia, Canada defined benefit pension plan (the “Nova Scotia Plan”) to Northern Pulp as a settlement of postretirement benefit obligations pursuant to ASC Topic 715, Compensation—Retirement Benefits (“ASC Topic 715”).  For the year ended December 31, 2008, we recognized a non-cash, pre-tax settlement loss of $53.7 million for the reclassification of deferred pension and other postretirement benefit adjustments related to the Nova Scotia Plan from accumulated other comprehensive income to the loss on disposal of the Pictou Mill.

 

(4)          In December 2007, the Ontario Plan was terminated and all outstanding pension obligations for active employees were settled through the purchase of annuity contracts or lump-sum payments pursuant to participant elections. For the year ended December 31, 2008, Neenah Canada recognized a non-cash pre-tax settlement loss of $38.7 million upon termination of the Ontario Plan.

 

(5)          In August 2006, Neenah Canada made a payment to the pension trust of approximately $10.8 million for the purchase of annuity contracts to settle its pension liability for current retirees. As a result, Neenah Canada recognized a pension curtailment and settlement loss of approximately $26.4 million in the year ended December 31, 2006.

 

(6)          In June 2006, Neenah Canada sold approximately 500,000 acres of woodlands in Nova Scotia for gross proceeds of $139.1 million. The transaction resulted in a net pre-tax gain of $131.7 million. Neenah Canada immediately recognized approximately $122.6 million of such gain and deferred approximately $9.1 million which was recognized in income pro-rata through December 2007. For the years ended December 31, 2007and 2006, Neenah Canada recognized $6.2 million and $2.9 million, respectively, of such deferred gain in income.

 

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Table of Contents

 

Item 7.          Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis presents the factors that had a material effect on our results of operations during the years ended December 31, 2010, 2009 and 2008. Also discussed is our financial position as of the end of those periods. You should read this discussion in conjunction with our consolidated financial statements and the notes to those consolidated financial statements included elsewhere in this Annual Report on Form 10-K. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. See “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

 

Introduction

 

This Management’s Discussion and Analysis of Financial Condition is intended to provide investors with an understanding of the historical performance of our business, its financial condition and its prospects. We will discuss and provide our analysis of the following:

 

·  Overview of Business;

 

·  Business Segments;

 

·  Results of Operations and Related Information;

 

·  Liquidity and Capital Resources;

 

·  Adoption of New Accounting Pronouncements; and

 

·  Critical Accounting Policies and Use of Estimates.

 

Overview of Business

 

We are a leading producer of technical products and premium fine papers. We have two primary operations: our technical products business and our fine paper business.

 

In managing our businesses, we believe that achieving and maintaining a leadership position in our markets, responding effectively to competitive challenges, employing capital optimally, controlling costs and managing risks are important to long-term success. Changes in input costs and general economic conditions also impact our results. In this discussion and analysis, we will refer to these factors.

 

·      Market Leadership. Achieving and maintaining market leadership through strong brands, product quality and performance, innovation and supply chain management is an important factor in our results. Our fine paper business, with its well-known brands, has long been recognized as a leading manufacturer of world-class premium writing, text and cover papers used in corporate identity packages, corporate annual reports, invitations, personal stationery, labels and high-end packaging. Our technical products business is also recognized as a leading international supplier in the tape, filtration, component materials, graphics and identification and wall covering markets with products that meet unique and exacting customer requirements.

 

·      Competitive Environment. Our past results have been and our future prospects will be significantly affected by the competitive environment in which we operate. In most of our markets, our businesses compete directly with well-known competitors, some of which are larger and more diversified. Our businesses also face competitive pressures from lower value products.

 

·      Economic Condition and Input Costs. The markets for all of our products are affected to a significant degree by economic conditions, including fluctuations in exchange rates, particularly for the Euro. Rapid changes in input costs, particularly for pulp, latex and natural gas, also affect our results.

 

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Table of Contents

 

Business Segments

 

Our technical products business is a leading international producer of transportation and other filter media; durable, saturated and coated base papers for a variety of end uses and nonwoven wall coverings. We sell our technical products globally in 17 product categories through five SBUs. We focus on categories where we believe we are, or can be, a market leader, which include, among others, the tape, abrasive, transportation and other filtration media, nonwoven wall coverings, medical packaging and image transfer technical products markets. We are also a global supplier of materials used for customer-specific applications in furniture and book covers. Our customers are located in more than 70 countries. Our technical products manufacturing facilities are located in Munising, Michigan and near Munich and Frankfurt, Germany.

 

Our fine paper business is a leading producer of premium writing, text, cover and specialty papers used in corporate identity packages, corporate annual reports, invitations, personal stationery, labels and high-end packaging. Our products include some of the most recognized and preferred papers in North America, where we enjoy leading market positions in many of our product categories. We sell our products primarily to authorized paper distributors, converters and specialty businesses, with sales to distributors and distributor-owned paper stores accounting for more than two-thirds of sales. We believe that our fine paper manufacturing facilities located in Appleton, Neenah and Whiting, Wisconsin are among the most efficient in their markets and make us one of the lowest cost producers in the product categories in which we compete.

 

Results of Operations and Related Information

 

In this section, we discuss and analyze our net sales, income before interest and income taxes (which we refer to as “operating income” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations) and other information relevant to an understanding of our results of operations.

 

Executive Summary

 

Results of operations for the year ended December 31, 2010 showed substantial improvement from the depressed amounts reported in the prior year due to increased volume.  Results for the year ended December 31, 2009 reflected sharply reduced market demand due to severe global economic weakness, particularly in the first half of 2009.  In addition, higher selling prices and the benefits of cost reduction initiatives implemented in 2009 and 2010 allowed us to partially offset the impact of higher manufacturing input costs.

 

In March 2010, Neenah Canada sold the Woodlands to Northern Pulp for C$82.5 million ($78.6 million). The sale of the Woodlands completed our transformation from an integrated pulp and paper company into a technical products and premium fine paper company.  Proceeds from the sale were used to repay in full $40 million of outstanding term loan borrowings and repay approximately $26 million in outstanding revolving credit borrowings which reduced the balance of outstanding revolving credit borrowings to zero.

 

Results of Continuing Operations

 

For the year ended December 31, 2010, consolidated net sales increased approximately $84 million from the prior year to $657.7 million primarily due to substantially higher shipments in both paper businesses which benefited from improved market conditions higher selling prices, the successful execution of strategic initiatives and by our direct customers replenishing the supply chain. For the year ended December 31, 2010, average net selling prices were $25.9 million higher than the prior year period due to an approximately 3 percent increase in average selling prices and a more favorable sales mix in our Technical Products business. These favorable variances were partially offset by an $11.7 million decrease in sales in 2010 due to a weakening of exchange rates for the Euro versus the U.S. dollar.

 

Consolidated operating income of $55.1 million for the year ended December 31, 2010 more than tripled from the prior year.  Consolidated operating income for the years ended December 31, 2010 and 2009 include gains (losses) related to the closure of the Ripon Mill of $3.4 million and $(17.1) million, respectively.  Excluding these items, consolidated operating income increased $18.2 million or 54 percent primarily due to increased volume, including the benefit of improved paper machine utilization, and continuing benefits from initiatives implemented in 2009 to reduce spending, which more than offset the effect of higher manufacturing input costs.  For the year ended December 31, 2010, consolidated operating margins, excluding items related to the closure and sale of the Ripon Mill, of 7.9 percent increased more than 2 percentage points from the prior year.

 

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Table of Contents

 

Results of Discontinued Operations

 

The sale of the Woodlands resulted in a pre-tax gain, net of fees and other transaction costs, of $74.1 million. The sale of the Woodlands resulted in the substantially complete liquidation of our investment in Neenah Canada.  In accordance with ASC Topic 830, $87.9 million of cumulative currency translation adjustments attributable to our Canadian subsidiaries were reclassified into earnings and recognized as part of the gain on sale of the Woodlands. The sale did not generate a cash tax liability because the tax basis for the Woodlands was approximately equal to the sale price. In addition, there were no tax consequences related to the repatriation of funds from the sale of the Woodlands.

 

For the year ended December 31, 2010, timber sales to Northern Pulp pursuant to a stumpage agreement resulted in net sales from discontinued operations of $1.4 million compared to net sales of $3.7 million in the prior year.  For the year ended December 31, 2010, pre-tax income from discontinued operations, excluding the gain on sale of the Woodlands, was $1.0 million compared to earnings from discontinued operations of $2.8 million in the prior year.

 

Analysis of Net Sales—Years Ended December 31, 2010, 2009 and 2008

 

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

 

 

 

Year Ended December 31,

 

 

 

2010

 

2009

 

2008

 

Technical Products

 

58

%

55

%

54

%

Fine Paper

 

42

%

45

%

46

%

Total

 

100

%

100

%

100

%

 

The following table presents our net sales by segment for the periods indicated:

 

 

 

Years Ended December 31,

 

 

 

2010

 

2009

 

2008

 

Net sales

 

 

 

 

 

 

 

Technical Products

 

$

384.3

 

$

318.3

 

$

396.8

 

Fine Paper

 

273.4

 

255.6

 

335.5

 

Consolidated

 

$

657.7

 

$

573.9

 

$

732.3

 

 

Commentary:

 

Year 2010 versus 2009

 

 

 

For the Year Ended

 

Change in Net Sales Compared to the Prior Year

 

 

 

December 31,

 

 

 

Change Due To

 

 

 

2010

 

2009

 

Total Change

 

Volume

 

Average Net Price

 

Currency

 

Technical Products

 

$

384.3

 

$

318.3

 

$

66.0

 

$

57.7

 

$

20.0

 

$

(11.7

)

Fine Paper

 

273.4

 

255.6

 

17.8

 

11.9

 

5.9

 

 

Consolidated

 

$

657.7

 

$

573.9

 

$

83.8

 

$

69.6

 

$

25.9

 

$

(11.7

)

 

Consolidated net sales of $657.7 million for the year ended December 31, 2010 were $83.8 million higher than the prior year primarily due to increased volume in both segments which benefited from improved market conditions and our direct customers replenishing the supply chain.  For the year ended December 31, 2010, average net selling prices were $25.9 million higher than the prior year period due to an approximately 3 percent increase in average selling prices and a more favorable sales mix in our Technical Products business.

 

·      Net sales in our technical products business of $384.3 million increased $66.0 million or 21 percent primarily due to an 18 percent increase in shipments.  Higher sales volume reflected strong growth in transportation filter media, abrasive backing, wall covering and tape shipments.  Average net selling prices increased due to a more favorable product mix and a two percent improvement in average selling prices.   These favorable variances were partially offset by an $11.7 million decrease in sales due to a weakening of exchange rates for the Euro versus the U.S. dollar.

 

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Table of Contents

 

·      Net sales in our fine paper business of $273.4 million increased $17.8 million or seven percent due to a five percent increase in shipments and higher average net selling prices. The improved sales volume reflected higher shipments of both premium and value specialty papers, as well as non-branded products.  In addition, we benefitted from increased export sales to markets outside North America and strong growth in label, packaging and envelope shipments which in the aggregate grew by more than 20 percent in 2010.  We believe that we were able to improve our market share position based on the AF&PA report of a six percent year-over-year industry decline in the premium writing, text and cover uncoated free sheet paper category. Average selling prices were approximately four percent higher than the prior year primarily as a result of pricing actions implemented in the second half of 2009 and throughout 2010 for both branded and non-branded products.  Higher average selling prices were partially offset by a less favorable sales mix which reflected higher growth rates for lower priced products relative to our branded products.

 

Year 2009 versus 2008

 

 

 

For the Year Ended

 

Change in Net Sales Compared to the Prior Year

 

 

 

December 31,

 

 

 

Change Due To

 

 

 

2009

 

2008

 

Total Change

 

Volume

 

Average Net Price

 

Currency

 

Technical Products

 

$

318.3

 

$

396.8

 

$

(78.5

)

$

(64.5

)

$

(3.0

)

$

(11.0

)

Fine Paper

 

255.6

 

335.5

 

(79.9

)

(84.4

)

4.5

 

 

Consolidated

 

$

573.9

 

$

732.3

 

$

(158.4

)

$

(148.9

)

$

1.5

 

$

(11.0

)

 

Consolidated net sales of $573.9 million for the year ended December 31, 2009 were $158.4 million lower than the prior year primarily due to lower volumes. In addition, results reflected unfavorable currency translation effects due to the weakening of the Euro versus the U.S. dollar.

 

·      Net sales in our technical products business of $318.3 million decreased $78.5 million or 20 percent, primarily due to a 16 percent decrease in shipments.  Lower sales volume reflected decreased demand in most markets due to weaker economic conditions and inventory destocking by our direct customers, particularly in the first half of 2009.  Sales were also lower as a result of unfavorable currency translation effects due to average Euro/U.S. dollar exchange rates that were five percent lower in 2009 than in the prior year.  Net sales were also adversely affected by lower selling prices for certain products in our European business, particularly in the Tape and Wall Cover SBUs, which were influenced by currency factors for export prices and additional market capacity, respectively.

 

·      Net sales in our fine paper business of $255.6 million decreased $79.9 million or 24 percent primarily due to a 25 percent decrease in shipments.  We believe that we were able to improve our market share position based on the AF&PA report of a 27 percent year-over-year industry decline in the premium writing, text and cover uncoated free sheet paper category. Lower sales volume reflected a sharp decline in consumption for a number of key end use market segments, including advertising, financial institutions and the transportation and real estate segments. Market demand began to decline in late 2008 and continued throughout 2009. The increase in average net price reflected the realization of price increases on branded and non-branded products that were implemented in 2008.  Price increases of approximately three percent on branded products announced late in 2009 did not meaningfully impact results until 2010.

 

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Table of Contents

 

Analysis of Operating Income — Years Ended December 31, 2010, 2009 and 2008

 

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

 

 

 

Year Ended December 31,

 

 

 

2010

 

2009

 

2008

 

 

 

 

 

 

 

 

 

Net sales

 

100.0

%

100.0

%

100.0

%

Cost of products sold

 

81.8

 

82.3

 

86.1

 

Gross profit

 

18.2

 

17.7

 

13.9

 

Selling, general and administrative expenses

 

10.5

 

12.1

 

10.3

 

Other income - net

 

(0.2

)

(0.2

)

(1.5

)

Loss (gain) on closure and sale of the Ripon Mill

 

(0.5

)

3.0

 

 

Goodwill and other intangible asset impairment charge

 

 

 

7.4

 

Operating income (loss)

 

8.4

 

2.8

 

(2.3

)

Interest expense-net

 

3.1

 

4.0

 

3.4

 

Income (loss) from continuing operations before income taxes

 

5.3

 

(1.2

)

(5.7

)

Provision (benefit) for income taxes

 

1.5

 

(0.9

)

0.6

 

Income (loss) from continuing operations

 

3.8

%

(0.3

)%

(6.3

)%

 

The following table sets forth our operating income (loss) by segment for the periods indicated:

 

 

 

Year Ended December 31,

 

 

 

2010

 

2009

 

2008

 

Operating income (loss)

 

 

 

 

 

 

 

Technical Products

 

$

29.2

 

$

14.4

 

$

(41.7

)

Fine Paper

 

40.5

 

17.5

 

35.8

 

Unallocated corporate costs

 

(14.6

)

(15.5

)

(11.0

)

Consolidated operating income (loss) as reported

 

55.1

 

16.4

 

(16.9

)

Adjustments for Unusual Items

 

 

 

 

 

 

 

Fine Paper adjustments

 

 

 

 

 

 

 

Loss (gain) on closure and sale of the Ripon Mill

 

(3.4

)

17.1

 

 

Gain on sale of Fox River assets

 

 

 

(6.3

)

Total

 

(3.4

)

17.1

 

(6.3

)

Technical Products adjustment

 

 

 

 

 

 

 

Goodwill impairment charge

 

 

 

54.5

 

Unallocated corporate costs adjustment

 

 

 

 

 

 

 

Settlement of Terrace Bay retiree litigation

 

 

 

(4.3

)

Total Adjustments

 

(3.4

)

17.1

 

43.9

 

 

 

 

 

 

 

 

 

Consolidated operating income as adjusted

 

$

51.7

 

$

33.5

 

$

27.0

 

 

In accordance with generally accepted accounting principles in the United States (“GAAP”), consolidated operating income (loss) includes the pre-tax effects of unusual items.  We believe that by adjusting reported operating income (loss) to exclude the effects of these items, the resulting adjusted operating income is on a basis that reflects the results of our ongoing operations.  We believe that investors gain additional perspective of underlying business trends and results by providing a measure of operating results that excludes certain gains and losses that are not expected to affect future consolidated or segment operating performance.  Adjusted operating income is not a recognized term under GAAP and should not be considered in isolation or as a substitute for operating income derived in accordance with GAAP.  Other companies may use different methodologies for calculating their non-GAAP financial measures and, accordingly, our non-GAAP financial measures may not be comparable to their measures.

 

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Table of Contents

 

Commentary:

 

Year 2010 versus 2009

 

 

 

 

 

 

 

Change in Operating Income Compared to the Prior Year

 

 

 

For the Year Ended

 

 

 

Change Due To

 

 

 

December 31,

 

Total

 

 

 

Net 

 

Material

 

 

 

 

 

 

 

2010

 

2009

 

Change

 

Volume

 

Price (a)

 

Costs (b)

 

Currency

 

Other (c)

 

Technical Products

 

$

29.2

 

$

14.4

 

$

14.8

 

$

24.1

 

$

13.1

 

$

(20.2

)

$

(0.2

)

$

(2.0

)

Fine Paper (c)

 

40.5

 

17.5

 

23.0

 

5.4

 

4.0

 

(12.7

)

 

26.3

 

Unallocated corporate costs

 

(14.6

)

(15.5

)

0.9

 

 

 

 

 

0.9

 

Consolidated

 

$

55.1

 

$

16.4

 

$

38.7

 

$

29.5

 

$

17.1

 

$

(32.9

)

$

(0.2

)

$

25.2

 

 


(a)   Includes price changes, net of changes in product mix.

(b)   Includes price changes for raw materials and energy.

(c)   For the year ended December 31, 2010 and 2009 results for the Fine Paper segment include gains (losses) of $3.4 million and $(17.1) million, respectively, related to the closure and sale of the Ripon Mill.

 

Consolidated operating income of $55.1 million for the year ended December 31, 2010 increased $38.7 million compared to the prior year.  Operating results for the years ended December 31, 2010 and 2009 include gains (losses) of $3.4 million and $(17.1) million, respectively, related to the closure of the Ripon Mill in May 2009.  Excluding these items, consolidated operating income for the year ended December 31, 2010 increased $18.2 million from the prior year due to favorable volume (including the benefit of improved paper machine utilization), higher selling prices and the benefits of actions taken across all businesses to reduce costs and control spending. These favorable factors were only partially offset by higher manufacturing input costs, particularly for pulp and latex.

 

·      Operating income for our technical products business of $29.2 million increased $14.8 million compared to the prior year due to favorable volume (including the benefit of improved paper machine utilization) and higher selling prices.  These favorable factors were partially offset by higher manufacturing input costs, principally for pulp and latex volume.  For the year ended December 31, 2010, operating margins in our Technical Products segment of 7.6 percent increased more than three percentage points from the prior year.

 

·      Operating income for our fine paper business of $40.5 million increased $23.0 million from the prior year period.  Operating results for the years ended December 31, 2010 and 2009 include gains (losses) of $3.4 million and $(17.1) million, respectively, related to the closure of the Ripon Mill in May 2009.  Excluding these items, operating income increased $2.5 million from the prior year primarily due to higher selling prices, favorable volume and a more efficient cost structure following cost reduction initiatives implemented in 2009 and 2010.  These favorable variances more than offset approximately $12.7 million in higher manufacturing input costs, including for hardwood pulp; and a less favorable product mix due to faster growth rates for relatively lower priced products.  For the year ended December 31, 2010, operating margins in our Fine Paper segment, excluding unusual items, of approximately13.6 percent were essentially unchanged from the prior year.

 

·      Unallocated corporate expenses decreased $0.9 million compared to the prior year due to the benefits of cost control initiatives implemented in 2009.

 

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Table of Contents

 

Year 2009 versus 2008

 

 

 

 

 

 

 

Change in Operating Income (Loss) Compared to the Prior Year

 

 

 

For the Year Ended

 

 

 

Change Due To

 

 

 

December 31,

 

Total

 

 

 

Net

 

Material

 

 

 

 

 

 

 

2009

 

2008

 

Change

 

Volume

 

Price (a)

 

Costs (b)

 

Currency

 

Other (c)

 

Technical Products (e)

 

$

14.4

 

$

(41.7

)

$

56.1

 

$

(23.2

)

$

(6.3

)

$

12.6

 

$

(0.1

)

$

73.1

 

Fine Paper (d)

 

17.5

 

35.8

 

(18.3

)

(23.4

)

5.4

 

13.3

 

 

(13.6

)

Unallocated corporate costs (f)

 

(15.5

)

(11.0

)

(4.5

)

 

 

 

 

(4.5

)

Consolidated

 

$

16.4

 

$

(16.9

)

$

33.3

 

$

(46.6

)

$

(0.9

)

$

25.9

 

$

(0.1

)

$

55.0

 

 


(a)   Includes price changes, net of changes in product mix.

(b)   Includes price changes for raw materials and energy.

(c)   Includes $30.7 million of improvements from reductions in other manufacturing costs, distribution, selling, general and administrative expenses and net improvements of $26.8 million related to items described in notes (d), (e) and (f).

(d)   For the year ended December 31, 2009, results for the Fine Paper segment include a pre-tax charge of $17.1 million related to the closure of the Ripon Mill. For the year ended December 31, 2008 results for the Fine Paper segment include gains of $6.3 million from the sale of certain Fox River assets.

(e)   For the year ended December 31, 2008, results for the Technical Products segment include a non-cash pre-tax goodwill and other intangible asset impairment charge of $54.5 million.

(f)    For the year ended December 31, 2008, unallocated corporate costs include a gain of $4.3 million for a settlement of certain benefits earned by Terrace Bay retirees.

 

Consolidated operating income of $16.4 million for the year ended December 31, 2009 increased $33.3 million compared to the prior year.  Operating results for the year ended December 31, 2009 include costs of $17.1 million related to the closure of the Ripon Mill in May 2009.  Operating results for the year ended December 31, 2008, include a charge of $54.5 million related to the impairment of goodwill and other intangible assets, and gains of approximately $6.3 million from the sale of certain Fox River assets and $4.3 million the settlement of certain Terrace Bay postretirement benefits.  Excluding such items, consolidated operating income for the year ended December 31, 2009 increased $6.5 million from the prior year due to actions taken across all businesses to reduce costs and control spending and from lower manufacturing input costs, particularly for pulp and latex. These favorable factors were partially offset by lower volume and reductions in paper machine operating schedules.

 

·      Operating income for our technical products business of $14.4 million increased $56.1 million compared to the prior year. Excluding the asset impairment charge, operating income for our technical products business increased $1.6 million from the prior year primarily due to lower spending resulting from the implementation of cost reduction initiatives and from lower manufacturing input costs, principally for pulp and latex.  These favorable factors were partially offset by lower volume, reduced paper machine operating schedules and, to a lesser extent, lower average net selling prices.

 

·      Operating income for our fine paper business of $17.5 million decreased $18.3 million compared to the prior year. Excluding costs of $17.1 million associated with closing the Ripon Mill and the gain of approximately $6.3 million in 2008 from assets sales, operating income for our fine paper business increased $5.1 million primarily due to lower manufacturing input costs, principally for hardwood pulp, lower operating and administrative spending due to cost reduction initiatives, including closing the Ripon Mill, and higher average net selling prices due to the realization of price increases implemented in 2008.  These favorable factors were partially offset by the effects of lower volume and reductions in paper machine operating schedules.

 

·      Unallocated corporate expenses increased $4.5 million compared to the prior year. Unallocated corporate expense for the year ended December 31, 2008 included a non-cash gain of approximately $4.3 million related to the settlement of certain postretirement benefits we retained following the sale of our Terrace Bay pulp mill. Excluding this gain, unallocated corporate expenses were essentially unchanged from the prior year.

 

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Additional Statement of Operations Commentary:

 

·                  Selling, general and administrative (“SG&A”) expense of $69.3 million for the year ended December 31, 2010 was essentially unchanged from the prior year.  For the year ended December 31, 2010, SG&A expense as a percentage of net sales was approximately 10.5 percent and was 1.6 percentage points lower than the prior year. For the year ended December 31, 2009, SG&A expense of $69.1 million was $6.1 million lower than the prior year primarily due to cost control initiatives implemented in 2009.

 

·                  For the years ended December 31, 2010, 2009 and 2008, we incurred $20.5 million, $23.4 million and $25.0 million, respectively, of interest expense. The decrease in interest expense for 2010 as compared to 2009 was primarily due to lower average debt levels in 2010 as a result of the repayment of all term loan and U.S. revolving credit borrowings with proceeds from the sale of the Woodlands. The decrease in interest expense for 2009 as compared to 2008 was due to lower average borrowings and lower average interest rates.  In addition, during the fourth quarter of 2009, we recognized additional interest expense of approximately $1.4 million for costs incurred in conjunction with amending and restating our bank credit agreement and to write-off deferred financing costs associated with our previous bank credit agreement.

 

·                  In general, our effective tax rate differs from the U.S. statutory tax rate of 35 percent primarily due to the benefits of our corporate tax structure and the proportion of pre-tax income in jurisdictions with marginal tax rates that differ from the U.S. statutory tax rate.  For the year ended December 31, 2010, we recorded an income tax provision related to continuing operations of $9.8 million which resulted in an effective income tax rate of approximately 28 percent.  For the year ended December 31, 2009, we recorded an income tax benefit related to continuing operations of $5.0 million which resulted in an effective income tax (benefit) rate of approximately (74) percent.  Our effective tax benefit rate for the year ended December 31, 2009 was significantly affected by the proportion of earnings generated in tax jurisdictions with tax rates that differ from the 35 percent statutory tax rate in the United States, the effects of accruals for uncertain tax positions and the level of pretax losses.  For the year ended December 31, 2008, we recorded an income tax provision related to continuing operations of $3.9 million which resulted in an effective income tax rate of approximately nine percent.  Our effective tax rate for the year ended December 31, 2008 was significantly affected by the non tax deductible nature of the goodwill impairment charge and an increase in the limitation on available tax benefits acquired in the Fox River acquisition.  Excluding such items, our effective income tax rate for the year ended December 31, 2008 was approximately 36 percent.  For a reconciliation of effective tax provision (benefit) rate to the U.S. federal statutory provision (benefit) tax rate, see Note 6 of Notes to Consolidated Financial Statements, “Income Taxes.”

 

Liquidity and Capital Resources

 

 

 

Year Ended December 31,

 

 

 

2010

 

2009

 

2008

 

Net cash flow provided by (used in):

 

 

 

 

 

 

 

Operating activities

 

$

54.5

 

$

64.9

 

$

13.1

 

Investing activities

 

 

 

 

 

 

 

Capital expenditures

 

(17.4

)

(8.4

)

(30.0

)

Proceeds from asset sales

 

86.7

 

0.8

 

0.2

 

Other investing activities

 

(2.8

)

(0.7

)

(0.6

)

Total

 

66.5

 

(8.3

)

(30.4

)

 

 

 

 

 

 

 

 

Financing activities

 

(78.3

)

(54.2

)

18.2

 

 

Operating Cash Flow Commentary

 

·                  Cash provided by operating activities of $54.5 million for the year ended December 31, 2010 was $10.4 million less than cash provided by operating activities of $64.9 million in the prior year. Cash provided by operations in the prior year reflected a $27.4 million decrease in our investment in working capital, including the receipt of a refund of U.S. income taxes of approximately $10.9 million.  For the year ended December 31, 2010, our investment in working capital increased $3.9 million. Excluding working capital changes, cash provided by operations for the current year increased $20.9 million from the prior year primarily due to higher operating earnings in the current year.

 

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·                  Cash provided by operating activities of $64.9 million for the year ended December 31, 2009 was $51.8 million favorable to cash provided by operating activities of $13.1 million in the prior year. The favorable comparison to the prior year reflected a $27.4 million decrease in our investment in working capital, including a refund of U.S. income taxes.  For the year ended December 31, 2008, our investments in working capital increased $22.6 million. Excluding working capital changes, cash provided by operations for 2009 increased $1.8 million from the prior year.

 

·                  As of December 31, 2010, we had approximately $96.7 million of U.S. Federal and $95.4 million of U.S. State NOLs that may be carried forward to offset future taxable income through 2030.

 

Investing Commentary:

 

·                  For the year ended December 31, 2010, cash provided by investing activities was $66.5 million, compared to cash used by investing activities of $8.3 million in the prior year.  Cash provided by investing activities for the year ended December 31, 2010 includes net proceeds from the sale of the Woodlands and the Ripon Mill of $78.0 million and $8.7 million, respectively.

 

·                  Capital expenditures for the year ended December 31, 2010 were $17.4 million compared to spending of $8.4 million in the prior year.  We have aggregate planned capital expenditures for 2011 of approximately $20 million to $25 million.  We believe that the level of our capital spending for 2011 will allow us to expand capabilities to successfully pursue strategic initiatives and to maintain the efficiency and cost effectiveness of our manufacturing assets.

 

·                  For the year ended December 31, 2010, we invested $3.5 million in long-term marketable securities.

 

·                  For the year ended December 31, 2009, cash used in investing activities was $8.3 million, a decrease of $22.1 million versus the prior year due to a reduction in capital spending of $21.6 million.

 

·                  For the year ended December 31, 2008, cash used in investing activities includes payments by Neenah Canada of approximately $10.3 million to Northern Pulp in connection with the transfer of the Pictou Mill. In addition, we paid approximately $3.3 million in transaction costs.  Such payments were more than offset by proceeds from asset sales of $13.8 million, primarily from the sale of certain Fox River assets.

 

Financing Commentary:

 

Our liquidity requirements are provided by cash generated from operations and short- and long-term borrowings. We used the net proceeds of $78.0 million from the sale of the Woodlands to extinguish our senior secured term loan (the “Term Loan”) by repaying in full $40 million of outstanding Term Loan borrowings and repaying approximately $26 million in outstanding revolving credit borrowings which reduced the balance of outstanding revolving credit borrowings to zero. In addition, we made $3.1 million in contract termination payments related to the closure of the Ripon Mill that became due and payable upon the sale of the Woodlands.

 

·                  For the year ended December 31, 2010, cash and equivalents increased $42.7 million from $5.6 million at December 31, 2009 to $48.3 million at December 31, 2010.

 

·                  For the year ended December 31, 2010, debt decreased $74.3 million from $319.2 million at December 31, 2009 to $244.9 million at December 31, 2010.

 

·                  Availability under our revolving credit facility varies over time depending on the value of our inventory, receivables and various capital assets. As of December 31, 2010, no amounts were outstanding under our revolving credit agreement and we had $81.5 million of borrowing availability. In addition, we have €6.0 million ($8.0 million, based on exchanges rates at December 31, 2010) of available credit under our German revolving line of credit.  In November 2010, Neenah Germany renewed the German revolving line of credit on an “evergreen” basis. Subsequent to November 2011, the agreement may be terminated by either the Company or HypoVereinsbank upon giving proper notice.

 

·                  We paid aggregate annual cash dividends of $0.40 per share or approximately $5.9 million, $5.9 million and $6.0 million for the years ended December 31, 2010, 2009 and 2008, respectively. In November 2010, we announced a 10 percent increase in the annual cash dividend to $0.44 per share.  Dividends will be paid in four equal quarterly installments effective with the March 2011 dividend payment.

 

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·                  For the year ended December 31, 2010, we purchased $2 million principal amount of our Senior Notes at slightly less than par value.  From time to time we may purchase additional Senior Notes.

 

In February 2011, we elected to conduct an early redemption on March 10, 2011 (the “Partial Redemption”) of $65 million in aggregate principal amount of our Senior Notes.  There are $223 million of Senior Notes outstanding with a call premium of 2.458% as of the date of the Partial Redemption.   The Partial Redemption is expected to be financed by approximately $40 million of cash on hand, with the remainder to be provided by borrowings under our existing revolving credit facility.  Following the Partial Redemption, $158 million in Senior Notes will be outstanding and interest expense on the Senior Notes will be reduced by approximately $5 million per year. Following the Partial Redemption, we expect to continue to have adequate liquidity to satisfy our cash needs.

 

·                  We have required debt payments through December 31, 2011 of $13.6 million.  Such payments include required amortization payments on our German Loan Agreement of approximately $1.7 million and $11.9 million on our German Line of Credit which was extended for an additional 12 months in November 2010.  As a result of the Partial Redemption, debt payments for the year ending December 31, 2011 will be $78.6 million.

 

Management believes that our ability to generate cash from operations and our borrowing capacity are adequate to fund working capital, capital spending and other cash needs for the next 12 months. Our ability to generate adequate cash from operations beyond 2011 will depend on, among other things, our ability to successfully implement our business strategies, control costs in line with market conditions and manage the impact of changes in input prices and currencies. We can give no assurance we will be able to successfully implement these items.

 

Contractual Obligations

 

The following table presents the total contractual obligations for which cash flows are fixed or determinable as of December 31, 2010:

 

(In millions)

 

2011

 

2012

 

2013

 

2014

 

2015

 

Beyond
2015

 

Total

 

Long-term debt payments (a)

 

$

13.6

 

$

1.7

 

$

1.6

 

$

224.7

 

$

1.7

 

$

1.6

 

$

244.9

 

Interest payments on long-term debt (a) (b)

 

17.3

 

16.7

 

16.7

 

15.9

 

0.1

 

 

66.7

 

Open purchase orders (c)

 

59.2

 

 

 

 

 

 

59.2

 

Other post-employment benefit obligations (d)

 

2.9

 

2.3

 

2.6

 

2.9

 

3.0

 

18.1

 

31.8

 

Contributions to pension trusts

 

3.3

 

3.3

 

3.4

 

3.3

 

 

 

13.3

 

Liability for uncertain tax positions

 

8.6

 

 

 

 

 

 

8.6

 

Operating leases

 

1.4

 

0.9

 

0.8

 

0.6

 

0.5

 

0.7

 

4.9

 

Minimum purchase commitments (e)

 

4.8

 

1.6

 

0.1

 

 

 

 

6.5

 

Total contractual obligations

 

$

111.1

 

$

26.5

 

$

25.2

 

$

247.4

 

$

5.3

 

$

20.4

 

$

435.9

 

 


(a)          In February 2011, we elected to conduct a Partial Redemption of $65 million in aggregate principal amount of our Senior Notes.   The Partial Redemption is expected to be financed by approximately $40 million of cash on hand, with the remainder to be provided by borrowings under our existing revolving credit facility Following the Partial Redemption, $158 million in Senior Notes will be outstanding and required debt payments of approximately $159.7 million during the year ending December 31, 2014.

 

(b)         Interest payments on long-term debt includes interest on variable rate debt at December 31, 2010 weighted average interest rates.

 

(c)          The open purchase orders displayed in the table represent amounts we anticipate will become payable within the next 12 months for goods and services that we have negotiated for delivery.

 

(d)         The above table includes future payments that we will make for postretirement benefits other than pensions. Those amounts are estimated using actuarial assumptions, including expected future service, to project the future obligations.

 

(e)          The minimum purchase commitments in 2011 are primarily for natural gas contracts. Although we are primarily liable for payments on the above operating leases and minimum purchase commitments, based on historic operating performance and forecasted future cash flows, we believe our exposure to losses, if any, under these arrangements is not material.

 

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Table of Contents

 

Adoption of New Accounting Pronouncements

 

For the year ended December 31, 2010, we did not adopt any amendments to the ASC that had a material effect on our financial position, results of operations, cash flows or financial statement disclosures.

 

Critical Accounting Policies and Use of Estimates

 

The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) in the United States requires estimates and assumptions that affect the reported amounts and related disclosures of assets and liabilities at the date of the financial statements and net sales and expenses during the reporting period. Actual results could differ from these estimates, and changes in these estimates are recorded when known. The critical accounting policies used in the preparation of the consolidated financial statements are those that are important both to the presentation of financial condition and results of operations and require significant judgments with regard to estimates used. These critical judgments relate to the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of expenses.

 

The following summary provides further information about the critical accounting policies and should be read in conjunction with the notes to the Consolidated Financial Statements. We believe that the consistent application of our policies provides readers of our financial statements with useful and reliable information about our operating results and financial condition.

 

We have discussed the application of these critical accounting policies with our Board of Directors and Audit Committee.

 

Inventories

 

We value U.S. inventories at the lower of cost, using the Last-In, First-Out (“LIFO”) method for financial reporting purposes, or market. German inventories are valued at the lower of cost, using a weighted-average cost method, or market. The First-In, First-Out value of U.S. inventories valued on the LIFO method was $57.0 million and $58.2 million at December 31, 2010 and 2009, respectively and exceeded such LIFO value by $12.3 million and $8.7 million, respectively.  Cost includes labor, materials and production overhead.

 

Income Taxes

 

As of December 31, 2010, we have recorded aggregate deferred income tax assets of $64.3 million related to temporary differences, net operating losses and credits. We have established a valuation allowance of $1.7 million against certain state deferred income tax assets in states where we no longer have operations. As of December 31, 2009, our aggregate deferred income tax assets were $99.7 million and had a valuation allowance against such deferred income tax assets of $1.5 million. In determining the need for valuation allowances, we consider many factors, including specific taxing jurisdictions, sources of taxable income, income tax strategies and forecasted earnings for the entities in each jurisdiction. A valuation allowance would be recognized if, based on the weight of available evidence, we conclude that it is more likely than not that some portion or all of the deferred income tax assets will not be realized.

 

As of December 31, 2010 and 2009, our liability for uncertain income taxes positions was $8.6 million and $10.5 million, respectively.  In evaluating and estimating tax positions and tax benefits, we consider many factors which may result in periodic adjustments and which may not accurately anticipate actual outcomes.

 

Pension Benefits

 

Substantially all active employees of our U.S. paper operations participate in defined benefit pension plans and/or defined contribution retirement plans. Neenah Germany has defined benefit plans designed to provide a monthly pension benefit upon retirement to substantially all of its employees in Germany.  In addition, we maintain a supplemental retirement contribution plan (the “SERP”) which is a non-qualified defined benefit plan. We provide benefits under the SERP to the extent necessary to fulfill the intent of its defined benefit retirement plans without regard to the limitations set by the IRS on qualified defined benefit plans.

 

Our funding policy for qualified defined benefit plans is to contribute assets to fully fund the accumulated benefit obligation, as required by the Pension Protection Act of 2006. Subject to regulatory and tax deductibility limits, any funding shortfall is to be eliminated over a reasonable number of years. Nonqualified plans providing pension benefits in excess of limitations imposed by the taxing authorities are not funded. There is no legal or governmental obligation to fund Neenah Germany’s benefit plans and as such the plans are currently unfunded.

 

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Table of Contents

 

Consolidated pension expense for defined benefit pension plans was $6.3 million, $9.2 million and $7.8 million for the years ended December 31, 2010, 2009 and 2008, respectively.  The weighted-average expected long-term rate of return on pension fund assets used to calculate pension expense was 8.00 percent, 7.92 percent and 8.02 percent for the years ended December 31, 2010, 2009 and 2008, respectively. The expected long-term rate of return on pension fund assets held by our pension trusts was determined based on several factors, including input from pension investment consultants and projected long-term returns of broad equity and bond indices. We also considered the plans’ historical 10-year and 15-year compounded annual returns. We anticipate that, on average, actively managed U.S. pension plan assets will generate annual long-term rates of return of at least 8 percent. Our expected long-term rate of return on the assets in the plans is based on an asset allocation assumption of about 60 percent with equity managers, with expected long-term rates of return of approximately 10 percent, and 40 percent with fixed income managers, with an expected long-term rate of return of about 6 percent. The actual asset allocation is regularly reviewed and periodically rebalanced to the targeted allocation when considered appropriate. We evaluate our investment strategy and long-term rate of return on pension asset assumptions at least annually.

 

Pension expense is estimated based on the fair value of assets rather than a market-related value that averages gains and losses over a period of years. Investment gains or losses represent the difference between the expected return calculated using the fair value of the assets and the actual return based on the fair value of assets. The variance between the actual and the expected gains and losses on pension assets is recognized in pension expense more rapidly than it would be if a market-related value for plan assets was used. As of December 31, 2010, our pension plans had cumulative unrecognized investment losses and other actuarial losses of approximately $33.3 million. These unrecognized net losses may increase our future pension expense if not offset by (i) actual investment returns that exceed the assumed investment returns, (ii) other factors, including reduced pension liabilities arising from higher discount rates used to calculate our pension obligations or (iii) other actuarial gains, including whether such accumulated actuarial losses at each measurement date exceed the “corridor” determined under ASC Topic 715.

 

The discount (or settlement) rate that is utilized for determining the present value of future pension obligations in the U.S. is generally based on the yield for a theoretical basket of AA-rated corporate bonds currently available in the market place, whose duration matches the timing of expected pension benefit payments. The discount (or settlement) rate that is utilized for determining the present value of future pension obligations in Germany is generally based on the IBOXX index of AA-rated corporate bonds adjusted to match the timing of expected pension benefit payments.  The weighted average discount rate utilized to determine the present value of future pension obligations at December 31, 2010 and 2009 was 5.86 percent and 6.17 percent, respectively.

 

Our consolidated pension expense in 2011 is based on the expected weighted-average long-term rate of return on assets and the weighted-average discount rate described above and various other assumptions. Pension expense beyond 2011 will depend on future investment performance, our contributions to the pension trusts, changes in discount rates and various other factors related to the covered employees in the plans.

 

The fair value of the assets in our defined benefit plans at December 31, 2010 of approximately $192 million increased approximately $24 million from the fair value of about $168 million at December 31, 2009, as investment gains and employer contributions exceeded benefit payments.  At December 31, 2010, the projected benefit obligations of our defined benefit plans exceeded the fair value of plan assets by approximately $60 million which was approximately $6 million smaller than the $66 million deficit at December 31, 2009. The accumulated benefit obligation exceeded the fair value of plan assets by approximately $48.2 million and $51.3 million at December 31, 2010 and 2009, respectively. Contributions to pension trusts for the year ended December 31, 2010 were $12.6 million compared with $10.2 million for the year ended December 31, 2009. In addition, we made direct benefit payments for unfunded supplemental retirement benefits of approximately $2.5 million and $2.3 million for the years ended December 31, 2010 and 2009, respectively.

 

Impairment of Long-Lived Assets

 

Property, Plant and Equipment

 

Property, plant and equipment are tested for impairment in accordance with ASC Topic 360, Property, Plant, and Equipment (“ASC Topic 360”), whenever events or changes in circumstances indicate that the carrying amounts of such long-lived assets may not be recoverable from future net pre-tax cash flows. Impairment testing requires significant management judgment including estimating the future success of product lines, future sales volumes, growth rates for selling prices and costs, alternative uses for the assets and estimated proceeds from disposal of the assets. Impairment testing is conducted at the lowest level where cash flows can be measured and are independent of cash flows of other assets. An asset impairment would be indicated if the sum of the expected future net pre-tax cash flows from the use of the asset (undiscounted and without interest charges) is less than the carrying amount of the asset. An impairment loss would be measured based on the difference between the fair value of the asset and its carrying amount. We determine fair value based on an expected present value technique using multiple cash flow scenarios that reflect a range of possible outcomes and a risk free rate of interest are used to estimate fair value.

 

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The estimates and assumptions used in the impairment analysis are consistent with the business plans and estimates we use to manage our business operations. The use of different assumptions would increase or decrease the estimated fair value of the asset and would increase or decrease the impairment charge. Actual outcomes may differ from the estimates.

 

Goodwill and Other Intangible Assets with Indefinite Lives

 

Goodwill arising from a business combination is recorded as the excess of purchase price and related costs over the fair value of identifiable assets acquired and liabilities assumed in accordance with ASC Topic 805, Business Combinations (“ASC Topic 805”).  All of our goodwill was acquired in conjunction with the acquisition of Neenah Germany in October 2006.

 

Under ASC Topic 350, Intangibles — Goodwill and Other (“ASC Topic 350”), goodwill is subject to impairment testing at least annually. A fair-value-based test is applied at the reporting unit level, which is generally one level below the operating segment level. The test compares the fair value of an entity’s reporting units to the carrying value of those reporting units. This test requires various judgments and estimates. We estimate the fair value of the reporting unit using a market approach in combination with a discounted operating cash flow approach. We record an adjustment to goodwill for any goodwill that is determined to be impaired.

 

Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized assets and liabilities of the reporting unit. We test goodwill for impairment at least annually on November 30 in conjunction with preparation of our annual business plan, or more frequently if events or circumstances indicate it might be impaired.

 

Certain trade names are estimated to have indefinite useful lives and as such are not amortized.  Intangible assets with indefinite lives are annually reviewed for impairment in accordance with ASC Topic 350.

 

Our annual test of goodwill for impairment at November 30, 2010 and 2009 indicated that the carrying amount of goodwill assigned to Neenah Germany was considered recoverable.  Significant assumptions used in developing the discounted operating cash flow approach were revenue growth rates and pricing, costs for manufacturing inputs, levels of capital investment and estimated cost of capital for high, medium and low growth environments.

 

Our annual test of goodwill for impairment at November 30, 2008, indicated that the carrying value of Neenah Germany exceeded its estimated fair value.  For the year ended December 31, 2008, we recognized a non-cash pre-tax loss of $52.7 million (we did not recognize a tax benefit related to the non tax deductible loss) for the excess of the carrying value of goodwill assigned to Neenah Germany over the estimated fair value of goodwill.  The impairment loss was primarily due to a substantial increase in the estimated cost of capital we used to calculate the present value of Neenah Germany’s estimated future cash flows which resulted in a substantially lower estimated fair value. The higher estimated cost of capital reflected market/financial conditions at the time the annual impairment test was performed which indicated higher risk premiums for debt and equity.

 

As of December 31, 2010, a one percentage point increase in the estimate for our cost of capital used in the impairment test would result in an approximately $35 million change in the estimated fair value of the Neenah Germany and a corresponding reduction in the implied value of goodwill but would not result in an impairment of goodwill.

 

Other Intangible Assets with Finite Lives

 

Acquired intangible assets with finite useful lives are amortized on a straight-line basis over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with ASC Topic 360. Intangible assets consist primarily of customer relationships, trade names and acquired intellectual property. Such intangible assets are amortized using the straight-line method over estimated useful lives of between 10 and 15 years.

 

Our annual test of other intangible assets for impairment at November 30, 2010 and 2009 indicated that the carrying amount of such assets was recoverable.  During our annual test of other intangible assets for impairment at November 30, 2008, we determined that certain trade names and customer based intangible assets were impaired.  For the year ended December 31, 2008, we recognized a non-cash pre-tax charge of approximately $1.8 million for the impairment of such assets.

 

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Stock-Based Compensation

 

We account for stock-based compensation in accordance with the fair value recognition provisions of ASC Topic 718, Compensation—Stock Compensation (“ASC Topic 718”). The amount of stock-based compensation cost recognized is based on the fair value of grants that are ultimately expected to vest and is recognized pro-rata over the requisite service period for the entire award.

 

Item 7A.       Quantitative and Qualitative Disclosures About Market Risk

 

As a multinational enterprise, we are exposed to risks such as changes in commodity prices, foreign currency exchange rates, interest rates and environmental regulation. A variety of practices are employed to manage these risks, including operating and financing activities and, where deemed appropriate, the use of derivative instruments. Derivative instruments are used only for risk management purposes and not for speculation or trading.

 

Presented below is a description of our most significant risks.

 

Foreign Currency Risk

 

Our reported operating results are affected by changes in the exchange rates of the Euro relative to the U.S. dollar. For the year ended December 31, 2010, a hypothetical 10 percent decrease in the exchange rates of the Euro relative to the U.S dollar would have decreased our income before income taxes by approximately $1.4 million.  We do not hedge our exposure to exchange risk on reported operating results.

 

Currency transactional exposures are sensitive to changes in the exchange rate of the U.S. dollar against the Euro. We performed a sensitivity test to quantify the effects that possible changes in the exchange rate of the U.S. dollar would have on pre-tax comprehensive income based on the transactional exposure at December 31, 2010. The effect is calculated by multiplying our net monetary asset or liability position by a 10 percent change in the exchange rate of the Euro versus the U.S. dollar.  As of December 31, 2010, a 10 percent unfavorable change in the exchange rate of the U.S. dollar against the Euro involving balance sheet transactional exposures would have resulted in net pre-tax losses of approximately $3 million.

 

The translation of the balance sheets of our German operations from Euros into U.S. dollars is also sensitive to changes in the exchange rate of the U.S. dollar against the Euro. Consequently, we performed a sensitivity test to determine if changes in the exchange rate would have a significant effect on the translation of the balance sheets of our German operations into U.S. dollars. These translation gains or losses are recorded as unrealized translation adjustments (“UTA”, a component of comprehensive income) within stockholders’ equity. The hypothetical change in UTA is calculated by multiplying the net assets of our German operations by a 10 percent change in the exchange rate of the Euro versus the U.S. dollar. As of December 31, 2010, a 10 percent unfavorable change in the exchange rate of the U.S. dollar against the Euro would have decreased our stockholders’ equity by approximately $18 million. The hypothetical decrease in UTA is based on the difference between the December 31, 2010 exchange rate and the assumed exchange rate.

 

Commodity Risk

 

Pulp

 

We purchase the wood pulp used to produce our products on the open market, and, as a result, the price and other terms of those purchases are subject to change based on factors such as worldwide supply and demand and government regulation. We do not have significant influence over the price paid for our wood pulp purchases. Therefore, an increase in wood pulp prices could occur at the same time that prices for our products are decreasing and have an adverse effect on our results of operations, financial position and cash flows.

 

Based on 2010 pulp purchases, a 10 percent increase in the average market price for pulp (approximately $90 per ton) would have increased our annual costs for pulp purchases by approximately $15 million.

 

Other Manufacturing Inputs

 

We purchase a substantial portion of the other manufacturing inputs necessary to produce our products on the open market, and, as a result, the price and other terms of those purchases are subject to change based on factors such as worldwide supply and demand and government regulation. We do not have significant influence over our costs for such manufacturing inputs. Therefore, an increase in other manufacturing inputs could occur at the same time that prices for our products are decreasing and have an adverse effect on our results of operations, financial position and cash flows.

 

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While we believe that alternative sources of critical supplies would be available, an interruption in supply of single source specialty grade latex or specialty softwood pulp to our technical products business or cotton fiber for our fine paper business could disrupt and eventually cause a shutdown of production of certain technical products and fine paper products.

 

We generate substantially all of the electrical energy used by our Munising mill and approximately 40 percent and 20 percent of the electrical energy at our Appleton and Bruckmühl mills, respectively. Availability of energy is not expected to be a problem in the foreseeable future, but the purchase price of such energy can and likely will fluctuate significantly based on fluctuations in demand and other factors. There is no assurance that that we will be able to obtain electricity or natural gas purchases on favorable terms in the future.

 

Interest Rate Risk

 

We are exposed to interest rate risk on our fixed rate debt and our variable rate bank debt.  At December 31, 2010, we had $233.0 million of fixed rate debt outstanding and $11.9 million of variable rate borrowings outstanding. We are exposed to fluctuations in the fair value of our fixed rate long-term debt resulting from changes in market interest rates, but not to fluctuations in our earnings or cash flows. At December 31, 2010, the estimated fair market value of our fixed rate debt was $237.1 million based upon the quoted market price of the Senior Notes or rates currently available to us for debt of the same remaining maturities. A 100 basis point increase in interest rates would increase our annual interest expense on outstanding variable rate borrowings by approximately $0.1 million.

 

We could in the future, reduce our exposure to interest rate fluctuations on our variable rate debt by entering into interest rate hedging arrangements, although those arrangements could result in us incurring higher costs than we would incur without the arrangements.

 

Environmental Regulation/Climate Change Legislation

 

Our manufacturing operations are subject to extensive regulation primarily by U.S., German and other international authorities. We have made significant capital expenditures to comply with environmental laws, rules and regulations. Due to changes in environmental laws and regulations, including potential future legislation to limit GHG emissions, the application of such regulations and changes in environmental control technology, we are not able to predict with certainty the amount of future capital spending to be incurred for environmental purposes. Taking these uncertainties into account, we have planned capital expenditures for environmental projects during the period 2011 through 2013 of approximately $1 million to $2 million annually.

 

We believe these risks can be managed and will not have a material adverse effect on our business or our consolidated financial position, results of operations or cash flows.

 

Item 8.          Financial Statements and Supplementary Data

 

The information required in Item 8 is contained in and incorporated herein by reference from pages F-1 through F-49 of this Annual Report on Form 10-K.

 

Item 9.          Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A.       Controls and Procedures

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is 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 on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

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Management’s Annual Report on Internal Control Over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) or 15a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010. The scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of the Company’s businesses.  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.  Based upon its assessment, management believes that as of December 31, 2010, the Company’s internal controls over financial reporting were effective.

 

The effectiveness of internal control over financial reporting as of December 31, 2010, has been audited by Deloitte & Touche LLP, the independent registered public accounting firm who also audited the Company’s consolidated financial statements. Deloitte & Touche’s attestation report on the Company’s internal control over financial reporting is included herein. See “Item 15 — Exhibits and Financial Statement Schedules.”

 

Neenah Paper, Inc

March 9, 2011

 

Changes in Internal Control Over Financial Reporting

 

There has been no significant change in the Company’s internal control over financial reporting during the three months ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 9B.         Other Information

 

None.

 

PART III

 

Item 10.         Directors and Executive Officers of the Registrant

 

Information relating to nominees for director of Neenah and compliance with Section 16(a) of the Securities Exchange Act of 1934 is set forth under the captions “Election of Directors,” “Meetings and Committees of the Board of Directors,” “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance,” respectively, in the Proxy Statement for the Annual Meeting of Stockholders to be held on May 18, 2011. Such information is incorporated herein by reference. The definitive Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2010.

 

Code of Ethics

 

The Neenah Paper, Inc. Code of Business Conduct and Ethics, applies to all directors, officers and employees of Neenah. The Code of Business Conduct and Ethics meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K, and applies to our Chief Executive Officer, Chief Financial Officer (our principal financial officer) and Vice President — Controller (our principal accounting officer), as well as all other employees, as indicated above. The Code of Business Conduct and Ethics also meets the requirements of a code of conduct under New York Stock Exchange listing standards. The Code of Business Conduct and Ethics is posted on our web site at www.neenah.com under the links “Investor Relations—Corporate Governance— Code of Ethics” and print copies are available upon request without charge. You can request print copies by contacting our General Counsel in writing at Neenah Paper, Inc., 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005 or by telephone at 678-566-6500. The Company intends to disclose any amendments to the Code of Business Conduct and Ethics, as well as any waivers for executive officers or directors, on our web site at www.neenah.com.

 

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Item 11.         Executive Compensation

 

Information relating to executive compensation and other matters is set forth under the captions “Compensation, Discussion and Analysis,” “Additional Executive Compensation,” “Director Compensation,” and “Compensation Committee Report” in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by reference.

 

Item 12.         Security Ownership of Certain Beneficial Owners and Management

 

Information relating to ownership of common stock of Neenah by certain persons is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by reference. Information regarding securities authorized for issuance under equity compensation plans of Neenah is set forth under the caption “Equity Compensation Plan Information” in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by reference.

 

Item 13.         Certain Relationships and Related Transactions and Director Independence

 

Information relating to existing or proposed relationships or transactions between Neenah and any affiliate of Neenah is set forth under the caption “Certain Relationships and Related Transactions” in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by reference.

 

Item 14.         Principal Accountant Fees and Services

 

Information relating to Neenah’s principal accounting fees and services is set forth under the caption “Independent Registered Public Accounting Firm Fees and Services” in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by reference.

 

PART IV

 

Item 15.         Exhibits and Financial Statement Schedule

 

(a)    Documents filed as part of this report:

 

1.     Consolidated Financial Statements

 

The following reports and financial statements are filed herewith on the pages indicated:

 

 

Page

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

F-2

Report of Independent Registered Public Accounting Firm

F-3

Consolidated Statements of Operations

F-4

Consolidated Balance Sheets

F-5

Consolidated Statements of Changes in Stockholders’ Equity

F-6

Consolidated Statements of Cash Flows

F-7

Notes to Consolidated Financial Statements

F-8

 

 

2.    Financial Statement schedule

 

 

 

The following schedule is filed herewith:

 

 

 

Schedule II—Valuation and Qualifying Accounts

F-48

 

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

 

3.     Exhibits

 

See (b) below

 

(b)    Exhibits

 

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The following exhibits are filed with or incorporated by reference in this report. Where such filing is made by incorporation by reference to a previously filed registration statement or report, such registration statement or report is identified in parentheses. We will furnish any exhibit at no cost upon written request to us at: Investor Relations, Neenah Paper, Inc., 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005.

 

Exhibit
Number

 

Exhibit

 

 

 

2

 

Distribution Agreement dated as of November 20, 2004 between Kimberly-Clark Corporation and Neenah Paper, Inc. (filed as Exhibit 2.1 to the Neenah Paper, Inc. Current Report on Form 8-K filed November 30, 2004 and incorporated herein by reference).

 

 

 

2.1

 

Sale and Purchase Agreement dated as of August 9, 2006 by and between FiberMark, Inc., FiberMark International Holdings LLC, and Neenah Paper, Inc. (filed as Exhibit 2.1 to the Neenah Paper, Inc. Current Report on Form 8-K filed October 11, 2006 and incorporated herein by reference).

 

 

 

2.2

 

Assignment of Sale and Purchase Agreement Rights dated October 11, 2006 by and between Neenah Paper, Inc. and Neenah Paper International, LLC (filed as Exhibit 2.2 to the Neenah Paper, Inc. Current Report on Form 8-K filed October 11, 2006 and incorporated herein by reference).

 

 

 

2.5

 

Agreement and Plan of Merger, among Neenah Paper, Inc., and Fox Valley Corporation, Fox River Paper Company, LLC and AF/CPS Holding Corporation, dated as of February 5, 2007 (filed as Exhibit 2.1 to the Neenah Paper, Inc. Current Report on Form 8-K filed March 1, 2007 and incorporated herein by reference).

 

 

 

3.1

 

Amended and Restated Certificate of Incorporation of Neenah Paper, Inc. (filed as Exhibit 3.1 to the Neenah Paper, Inc. Current Report on Form 8-K filed November 30, 2004 and incorporated herein by reference).

 

 

 

3.2

 

Amended and Restated Bylaws of Neenah Paper, Inc. (filed as Exhibit 3.2 to the Neenah Paper, Inc. Current Report on Form 8-K filed November 30, 2004 and incorporated herein by reference).

 

 

 

4.1

 

Indenture dated as of November 30, 2004 between Neenah Paper, Inc., the Subsidiary Guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee, including Form of 73/8 Senior Note due 2014 (filed as Exhibit 10.8 to the Neenah Paper, Inc. Current Report on Form 8-K filed November 30, 2004 and incorporated herein by reference).

 

 

 

4.2

 

Rights Agreement between Neenah Paper, Inc. and EquiServe Trust Company, N.A., as Rights Agent (filed as Exhibit 4.1 to the Neenah Paper, Inc. Current Report on Form 8-K filed November 19, 2004 and incorporated herein by reference.

 

 

 

4.3

 

Form of Subsidiary Guarantee (included as Exhibit E to Exhibit 4.1).

 

 

 

4.4

 

Form of 73/8% Exchange Senior Notes (filed as Exhibit 4.5 to the Neenah Paper, Inc. Registration Statement on Form S-4 filed May 23, 2005 and incorporated herein by reference).

 

 

 

10.2

 

Tax Sharing Agreement dated as of November 30, 2004 by and between Kimberly-Clark Corporation and Neenah Paper, Inc. (filed as Exhibit 10.2 to the Neenah Paper, Inc. Current Report on Form 8-K filed November 30, 2004 and incorporated herein by reference).

 

 

 

10.3

 

Lease Agreement dated June 29, 2004 between Neenah Paper, Inc. and Germania Property Investors XXXIV, L.P. (filed as Exhibit 10.3 to the Neenah Paper, Inc. Current Report on Form 8-K filed November 30, 2004 and incorporated herein by reference).

 

 

 

10.4

 

Industrial Lease Agreement dated October 8, 2004 by and between Neenah Paper, Inc. and Duke Realty Limited Partnership (filed as Exhibit 10.4 to the Neenah Paper, Inc. Current Report on Form 8-K filed November 30, 2004 and incorporated herein by reference).

 

 

 

10.5*