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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2011

 

 

LOGO

8540 Gander Creek Drive

Miamisburg, Ohio 45342

877.855.7243

 

 

 

Commission

File Number

   Registrant   

IRS Employer

Identification Number

  

State of

Incorporation

001-32956    NEWPAGE HOLDING CORPORATION    05-0616158    Delaware
333-125952    NEWPAGE CORPORATION    05-0616156    Delaware

 

 

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.

 

NewPage Holding Corporation    Yes x   No ¨   
NewPage Corporation    Yes x   No ¨   

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 for such shorter period that the registrant was required to submit and post such files).

 

NewPage Holding Corporation    Yes x   No ¨   
NewPage Corporation    Yes x   No ¨   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

NewPage Holding Corporation    Large accelerated filer ¨    Accelerated filer ¨
   Non-accelerated filer x    Smaller reporting company ¨
NewPage Corporation    Large accelerated filer ¨    Accelerated filer ¨
   Non-accelerated filer x    Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

NewPage Holding Corporation    Yes ¨   No x   
NewPage Corporation    Yes ¨   No x   

There were 10 Common Shares, $0.01 per share par value, of NewPage Holding Corporation and 100 Common Shares, $0.01 per share par value, of NewPage Corporation outstanding as of August 1, 2011.

This Form 10-Q is a combined quarterly report being filed separately by two registrants: NewPage Holding Corporation and NewPage Corporation. NewPage Corporation meets the conditions set forth in general instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

 

 

 


Table of Contents

References to “NewPage Holding” refer to NewPage Holding Corporation, a Delaware corporation; references to “NewPage” refer to NewPage Corporation, a Delaware corporation and a wholly-owned subsidiary of NewPage Holding. References to “NewPage Group” refer to NewPage Group Inc., a Delaware corporation and the direct parent of NewPage Holding. Unless the context provides otherwise, references to “we,” “us” and “our” refer to NewPage Holding and its subsidiaries. All assets, liabilities, income, expenses and cash flows presented for all periods represent those of NewPage Holding’s wholly-owned subsidiary, NewPage, except for activity related to NewPage Holding’s debt and equity and income tax effects. Unless otherwise noted, the information provided pertains to both NewPage Holding and NewPage.

FORWARD-LOOKING STATEMENTS

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

 

   

our substantial level of indebtedness

 

   

our ability to obtain additional financing or refinance our indebtedness may be limited

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

changes in currency exchange rates

 

   

changes in the availability of capital

 

   

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

 

   

the other factors described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010

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

 

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INDEX

 

                  Page  

PART I

    

FINANCIAL INFORMATION

  

Item 1.

   

Financial Statements:

  
 

Condensed Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010

     3   
 

Consolidated Statements of Operations for the second quarter and first half ended June 30, 2011 and 2010

     4   
 

Consolidated Statements of Equity (Deficit) for the first half ended June 30, 2011 and 2010

     6   
 

Condensed Consolidated Statements of Cash Flows for the first half ended June 30, 2011 and 2010

     8   
 

Notes to Condensed Consolidated Financial Statements

     9   

Item 2.

   

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

     25   

Item 3.

   

Quantitative and Qualitative Disclosures about Market Risk

     33   

Item 4.

   

Controls and Procedures

     34   

PART II

    

OTHER INFORMATION

  

Item 1.

   

Legal Proceedings

     34   

Item 5.

   

Other Information

     34   

Item 6.

   

Exhibits

     35   

Signatures

     36   

 

2


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PART I FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

JUNE 30, 2011 AND DECEMBER 31, 2010

Dollars in millions, except per share amounts

 

     NewPage Holding     NewPage  
     June 30,     Dec. 31,     June 30,     Dec. 31,  
     2011     2010     2011     2010  

ASSETS

        

Cash and cash equivalents

   $ 9     $ 8     $ 9     $ 8  

Accounts receivable, net

     247       292       247       292  

Inventories (Note 3)

     494       523       494       523  

Other current assets

     25       20       25       20  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     775       843       775       843  

Property, plant and equipment, net of accumulated depreciation of $1,264 as of June 30, 2011 and $1,159 as of December 31, 2010

     2,455       2,558       2,455       2,558  

Port Hawkesbury biomass project (Note 7)

     34       5       34       5  

Other assets

     99       106       98       105  
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

   $ 3,363     $ 3,512     $ 3,362     $ 3,511  
  

 

 

   

 

 

   

 

 

   

 

 

 

LIABILITIES AND EQUITY (DEFICIT)

        

Accounts payable

   $ 226     $ 195     $ 226     $ 195  

Other current liabilities

     197       210       197       210  

Current maturities of long-term debt (Note 6)

     2,854       —          2,854       —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

     3,277       405       3,277       405  

Long-term debt (Note 6)

     581       3,376       353       3,157  

Proceeds from NSPI for Port Hawkesbury biomass project (Note 7)

     95       80       95       80  

Other long-term obligations

     516       526       516       526  

Commitments and contingencies (Note 14)

        

EQUITY (DEFICIT)

        

Common stock, NewPage Holding—10 shares authorized, issued and outstanding, $0.01 per share par value; NewPage—100 shares authorized, issued and outstanding, $0.01 per share par value

     —          —          —          —     

Additional paid-in capital

     706       707       812       813  

Accumulated deficit

     (1,509     (1,280     (1,398     (1,178

Accumulated other comprehensive loss

     (303     (302     (293     (292
  

 

 

   

 

 

   

 

 

   

 

 

 

Total equity (deficit)

     (1,106     (875     (879     (657
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY (DEFICIT)

   $ 3,363     $ 3,512     $ 3,362     $ 3,511  
  

 

 

   

 

 

   

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

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NEWPAGE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

SECOND QUARTER AND FIRST HALF ENDED JUNE 30, 2011 AND 2010

Dollars in millions

 

     NewPage Holding  
     Second Quarter     First Half  
     Ended June 30,     Ended June 30,  
     2011     2010     2011     2010  

Net sales

   $ 888     $ 890     $ 1,792     $ 1,707  

Cost of sales

     887       913       1,745       1,762  

Selling, general and administrative expenses

     36       58       76       107  

Interest expense (including non-cash interest expense of $18, $16, $35 and $32)

     100       97       200       198  

Other (income) expense, net (Note 10)

     1       —          (1     (3
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     (136     (178     (228     (357

Income tax (benefit)

     —          1       1       1  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (136   $ (179   $ (229   $ (358
  

 

 

   

 

 

   

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

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NEWPAGE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

SECOND QUARTER AND FIRST HALF ENDED JUNE 30, 2011 AND 2010

Dollars in millions

 

     NewPage  
     Second Quarter     First Half  
     Ended June 30,     Ended June 30,  
     2011     2010     2011     2010  

Net sales

   $ 888     $ 890     $ 1,792     $ 1,707  

Cost of sales

     887       913       1,745       1,762  

Selling, general and administrative expenses

     36       58       76       107  

Interest expense (including non-cash interest expense of $14, $11, $26 and $23)

     96       92       191       189  

Other (income) expense, net (Note 10)

     1       —          (1     (3
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     (132     (173     (219     (348

Income tax (benefit)

     —          1       1       1  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (132   $ (174   $ (220   $ (349
  

 

 

   

 

 

   

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

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NEWPAGE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (unaudited)

FIRST HALF ENDED JUNE 30, 2011

Dollars in millions

 

     Common Stock     

Additional

Paid-in

    Accumulated    

Accumulated

Other

Comprehensive

Income

       
     Shares      Amount      Capital     Deficit     (Loss)     Total  

Balance at December 31, 2010

     10      $ —         $ 707     $ (1,280   $ (302   $ (875

Comprehensive income (loss):

              

Net income (loss)

             (229       (229

Defined-benefit postretirement plans:

              

Amortization of net actuarial loss on defined benefit plans

               (1     (1

Cash-flow hedges:

              

Reclassification adjustment to net income (loss)

               1       1  

Foreign currency translation adjustment

               (1     (1
              

 

 

 

Comprehensive income (loss)

               $ (230
              

 

 

 

Equity awards (Note 8)

           (1         (1
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2011

     10      $ —         $ 706     $ (1,509   $ (303   $ (1,106
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

FIRST HALF ENDED JUNE 30, 2010

Dollars in millions

 

     Common Stock     

Additional

Paid-in

     Accumulated    

Accumulated

Other

Comprehensive

Income

       
     Shares      Amount      Capital      Deficit     (Loss)     Total  

Balance at December 31, 2009

     10      $ —         $ 685      $ (606   $ (265   $ (186

Comprehensive income (loss):

               

Net income (loss)

              (358       (358

Amortization of net actuarial loss on defined benefit plans

                1       1  

Cash-flow hedges:

               

Change in unrealized gains (losses), net of tax benefits of $1

                (1     (1

Reclassification adjustment to net income (loss), net of tax of $1

                1       1  

Foreign currency translation adjustments

                1       1  
               

 

 

 

Comprehensive income (loss)

                $ (356
               

 

 

 

Equity awards (Note 8)

           20            20  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at June 30, 2010

     10      $ —         $ 705      $ (964   $ (263   $ (522
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

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NEWPAGE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (unaudited)

FIRST HALF ENDED JUNE 30, 2011

Dollars in millions

 

     Common Stock     

Additional

Paid-in

    Accumulated    

Accumulated

Other

Comprehensive

Income

       
     Shares      Amount      Capital     Deficit     (Loss)     Total  

Balance at December 31, 2010

     100      $ —         $ 813     $ (1,178   $ (292   $ (657

Comprehensive income (loss):

              

Net income (loss)

             (220       (220

Defined-benefit postretirement plans:

              

Amortization of net actuarial loss on defined benefit plans

               (1     (1

Cash-flow hedges:

              

Reclassification adjustment to net income (loss)

               1       1  

Foreign currency translation adjustment

               (1     (1
              

 

 

 

Comprehensive income (loss)

               $ (221
              

 

 

 

Equity awards (Note 8)

           (1         (1
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2011

     100      $ —         $ 812     $ (1,398   $ (293   $ (879
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

FIRST HALF ENDED JUNE 30, 2010

Dollars in millions

 

     Common Stock     

Additional

Paid-in

     Accumulated    

Accumulated

Other

Comprehensive

Income

       
     Shares      Amount      Capital      Deficit     (Loss)     Total  

Balance at December 31, 2009

     100      $ —         $ 791      $ (522   $ (255   $ 14  

Comprehensive income (loss):

               

Net income (loss)

              (349       (349

Amortization of net actuarial loss on defined benefit plans

                1       1  

Cash-flow hedges:

               

Change in unrealized gains (losses), net of tax benefit of $1

                (1     (1

Reclassification adjustment to net income (loss), net of tax of $1

                1       1  

Foreign currency translation adjustment

                1       1  
               

 

 

 

Comprehensive income (loss)

                $ (347
               

 

 

 

Equity awards (Note 8)

           20            20  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at June 30, 2010

     100      $ —         $ 811      $ (871   $ (253   $ (313
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

FIRST HALF ENDED JUNE 30, 2011 AND 2010

Dollars in millions

 

     NewPage Holding     NewPage  
     First Half     First Half  
     Ended June 30,     Ended June 30,  
     2011     2010     2011     2010  

CASH FLOWS FROM OPERATING ACTIVITIES

        

Net income (loss)

   $ (229   $ (358   $ (220   $ (349

Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:

        

Depreciation and amortization

     121       135       121       135  

Non-cash interest expense

     35       32       26       23  

(Gain) loss on disposal and impairment of assets

     5       8       5       8  

Non-cash U.S. pension expense

     11       17       11       17  

Equity award expense (Note 8)

     (1     19       (1     19  

Change in operating assets and liabilities

     56       20       56       20  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used for) operating activities

     (2     (127     (2     (127

CASH FLOWS FROM INVESTING ACTIVITIES

        

Capital expenditures

     (33     (31     (33     (31

Proceeds from sales of assets

     11       12       11       12  

Expenditures for Port Hawkesbury biomass project (Note 7)

     (19     (1     (19     (1
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used for) investing activities

     (41     (20     (41     (20

CASH FLOWS FROM FINANCING ACTIVITIES

        

Proceeds from issuance of long-term debt

     —          67       —          67  

Payment of financing costs

     (1     (4     (1     (4

Borrowings on revolving credit facility

     582       442       582       442  

Payments on revolving credit facility

     (543     (358     (543     (358

Proceeds from NSPI for Port Hawkesbury biomass project (Note 7)

     5       —          5       —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used for) financing activities

     43       147       43       147  

Effect of exchange rate changes on cash and cash equivalents

     1       2       1       2  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     1       2       1       2  

Cash and cash equivalents at beginning of period

     8       5       8       5  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 9     $ 7     $ 9     $ 7  
  

 

 

   

 

 

   

 

 

   

 

 

 

SUPPLEMENTAL INFORMATION

        

Cash paid for interest

   $ 170     $ 179     $ 170     $ 179  
  

 

 

   

 

 

   

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

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NEWPAGE HOLDING CORPORATION AND SUBSIDIARIES

NEWPAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Dollars in millions, except per share amounts

 

1. BASIS OF PRESENTATION

NewPage Holding Corporation (“NewPage Holding”) is a holding company that owns all of the outstanding capital stock of NewPage Corporation. NewPage Corporation and its subsidiaries are engaged in manufacturing, marketing and distributing printing papers used primarily for commercial printing, magazines, catalogs, textbooks and labels. Our products include coated, uncoated, supercalendered, newsprint and specialty papers and market pulp. Our products are manufactured at multiple mills in the United States and one mill in Canada and are supported by multiple distribution and converting locations. We operate within one operating segment. The condensed consolidated financial statements include the accounts of NewPage Holding and all entities it controls. All intercompany transactions and balances have been eliminated.

Unless the context provides otherwise, the terms “we,” “our” and “us” refer to NewPage Holding and its consolidated subsidiaries, including NewPage Corporation, a separate public-reporting company. Unless otherwise noted, “NewPage” refers to NewPage Corporation and its consolidated subsidiaries. Other than NewPage Holding’s debt obligation and related financing costs, interest expense and income tax effects, all other assets, liabilities, income, expenses, and cash flows presented for all periods represent those of its wholly-owned subsidiary, NewPage. Unless otherwise noted, the information provided pertains to both NewPage Holding and NewPage.

These interim condensed consolidated financial statements have not been audited. However, in the opinion of management, these financial statements include all normal recurring adjustments necessary for a fair statement in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information and footnote disclosures normally included in annual financial statements presented in accordance with U.S. GAAP have been condensed or omitted. The results of operations and cash flows for the interim periods presented are not necessarily indicative of the results to be expected for the full year. The accompanying financial statements should be read in conjunction with the annual financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010.

 

2. FINANCIAL INSTRUMENTS

Derivative Financial Instruments

We periodically use derivative financial instruments as part of our overall strategy to manage exposure to market risks associated with foreign currency exchange rate and natural gas price fluctuations. We do not hold or issue derivative financial instruments for trading purposes. We regularly monitor the credit-worthiness of the counterparties to our derivative instruments in order to manage our credit risk exposures under these agreements. Our risk of loss in the event of nonperformance by any counterparty under derivative financial instrument agreements is not considered material by management. These derivative instruments are measured at fair value and are classified as other assets or other long-term obligations on our balance sheets depending on the fair value of the instrument.

If the derivative is designated as a fair-value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash-flow hedge, the effective portion of the change in the fair value of the derivative is recorded in

 

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accumulated other comprehensive income (loss) and is recognized in the consolidated statements of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash-flow hedges and financial instruments not designated as hedges are recognized in earnings.

Interest Rates

We measure the fair values of our interest rate swaps using observable interest-rate yield curves for comparable assets and liabilities at commonly quoted intervals. As of June 30, 2011 and December 31, 2010, we had no interest rate swaps outstanding. We recognized in interest expense a (gain) loss of $(1) and $3 for the second quarter and first half ended June 30, 2010, for interest rate swaps that did not qualify for hedge accounting. We paid cash of $6 and $13 on our interest rate agreements for the second quarter and first half ended June 30, 2010. Also, during the first quarter of 2010, we locked in the floating rate components of the remaining interest rate swaps and subsequently settled the remaining liability in the third quarter of 2010.

Natural Gas

In order to hedge the future cost of natural gas consumed at our mills, we engage in financial hedging of future gas purchase prices, designated as cash flow hedges. We hedge with financial instruments that are priced based on New York Mercantile Exchange natural gas futures contracts. We do not hedge basis (the effect of varying delivery points or locations) or transportation costs (the cost to transport the gas from the delivery point to a company location) under these transactions. As of June 30, 2011 and December 31, 2010, we were party to natural gas futures contracts for notional amounts aggregating 320,000 and 800,000 MMBTUs, which expire through October 2011. We measure the fair values of our natural gas contracts based on natural gas futures contracts priced on the New York Mercantile Exchange.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of June 30, 2011 and December 31, 2010, the fair values and carrying amounts of our financial assets and liabilities measured on a recurring basis are as follows:

 

Significant other observable inputs (Level 2)    June 30,
2011
    Dec. 31,
2010
 

Qualifying as hedges—

    

Other long-term liabilities—natural gas contracts

   $ (1   $ (2

The amount of gain (loss) on cash flow hedges recognized in accumulated other comprehensive income (loss) (“AOCI”) and the amount reclassified to income (loss) during the second quarter and first half ended June 30, 2011 and 2010 are as follows:

 

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Derivative Type    Amount of
gain (loss)
recognized
in OCI
    Location of gain
(loss) reclassified
from AOCI to
income (loss)
     Amount of
gain (loss)
reclassified
from AOCI
to income
(loss)
 

Second Quarter Ended June 30, 2011

       

Natural gas contracts

   $ —          Cost of sales       $ —     

First Half Ended June 30, 2011

       

Natural gas contracts

     —          Cost of sales         (1

Second Quarter Ended June 30, 2010

       

Natural gas contracts

     —          Cost of sales         (1

First Half Ended June 30, 2010

       

Natural gas contracts

     (2     Cost of sales         (2

Assets and Liabilities Not Carried at Fair Value

The fair value of long-term debt is based upon quoted market prices for the same or similar issues or on the current interest rates available to us for debt of similar terms and maturities. At June 30, 2011 and December 31, 2010, the carrying amounts of all other assets and liabilities that qualify as financial instruments approximated their fair value. Details of our long-term debt are as follows:

 

     June 30, 2011     December 31, 2010  
     Fair
Value
    Carrying
Amount
    Fair
Value
    Carrying
Amount
 

Long-term debt:

        

NewPage Holding

   $ (2,125   $ (3,282   $ (2,456   $ (3,224

NewPage

     (2,118     (3,054     (2,425     (3,005

Other Fair Value Disclosures

See Note 4 for fair value information of assets held for sale recorded at fair value.

 

3. INVENTORIES

Inventories as of June 30, 2011 and December 31, 2010 consist of:

 

     June 30,
2011
     Dec. 31,
2010
 

Finished and in-process goods

   $ 288      $ 298  

Raw materials

     72        91  

Stores and supplies

     134        134  
  

 

 

    

 

 

 
   $ 494      $ 523  
  

 

 

    

 

 

 

If inventories had been valued at current costs, they would have been valued at $496 and $496 at June 30, 2011 and December 31, 2010.

 

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4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment includes approximately $33 in net book value of assets held for sale as of June 30, 2011. The assets held for sale are classified as Level 3 for the use of inputs in determining fair value.

 

5. ACCOUNTS PAYABLE

Accounts payable as of June 30, 2011 and December 31, 2010 includes $36 and $31 of outstanding checks in excess of cash.

 

6. LONG-TERM DEBT

The balances of long-term debt as of June 30, 2011 and December 31, 2010 are as follows:

 

     June 30,      Dec. 31,  
     2011      2010  

NewPage:

     

Revolving credit facility

   $ 131      $ 92  

11.375% first-lien senior secured notes (face amount $1,770)

     1,692        1,684  

Floating rate second-lien senior secured notes (LIBOR plus 6.25%)

     225        225  

10% second-lien senior secured notes (face amount $806)

     806        805  

12% senior subordinated notes (face amount $200)

     200        199  

Capital lease

     153        152  
  

 

 

    

 

 

 

Total long-term debt, including current portion

     3,207        3,157  

Current portion of long-term debt

     2,854        —     
  

 

 

    

 

 

 

Subtotal

     353        3,157  

NewPage Holding—

     

Senior unsecured NewPage Holding PIK Notes (face amount $232 and $224; LIBOR plus 7.00%)

     228        219  
  

 

 

    

 

 

 

Long-term debt

   $ 581      $ 3,376  
  

 

 

    

 

 

 

In January 2011, we amended our revolving credit facility to extend its termination date. For those lenders who accepted this amendment (aggregating to $470), the revolving credit facility matures on December 21, 2012, unless we do not repay or refinance our floating rate and 10% second-lien senior secured notes (“Second-Lien Notes”) by December 2, 2011, in which case the revolving credit facility matures on March 1, 2012. For the remaining $30 of commitment, the revolving credit facility matures on October 3, 2011, rather than December 21, 2012, as a result of not refinancing our Second-Lien Notes by July 4, 2011.

The 11.375% senior secured first-lien notes (the “First-Lien Notes”) mature on the earlier of (i) December 31, 2014 or (ii) the date that is 31 days prior to the maturity date of the Second-Lien Notes, the senior subordinated notes, the NewPage Holding PIK notes or any refinancing thereof. The Second-Lien Notes mature on May 1, 2012. However, if we do not repay or refinance our Second-Lien Notes by January 31, 2012, the First-Lien Notes would mature on March 31, 2012. The senior subordinated notes mature on May 1, 2013. The NewPage Holding PIK Notes mature on November 1, 2013.

As of June 30, 2011, our current liabilities exceeded our current assets by $2,502. This deficit results from the classification of our First-Lien Notes, our Second-Lien Notes, and our revolving credit facility as current liabilities. Also, as of June 30, 2011, we have $48 in deferred financing costs, including $47 for

 

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NewPage, recorded in other assets. We have retained advisors to assist us in exploring various restructuring alternatives and are engaged in discussions with various stakeholders to address our ongoing capital needs. We cannot assure you that we will be able to refinance any of our indebtedness, or that we will be able to do so on commercially reasonable terms. If we are unable to refinance our debt or generate sufficient cash flow to service our obligations, we will be required to seek to restructure our existing debt or to voluntarily seek, or be forced to seek, protection under the Chapter 11 of the U.S. Bankruptcy Code and applicable Canadian laws. Any such actions would have a material adverse effect on our financial condition, the value of the outstanding debt and our ability to make required cash payments under our indebtedness.

 

7. PORT HAWKESBURY BIOMASS PROJECT

In November 2010, NewPage Port Hawkesbury Corp. (“NPPH”), an indirect wholly-owned subsidiary of NewPage, completed the sale of certain assets, including a boiler and land at the Port Hawkesbury, Nova Scotia mill, to Nova Scotia Power Inc. (“NSPI”) for a cash sales price of $79. The assets and proceeds of this sale will remain on our books until the completion of the construction phase (proceeds will be shown as a long-term liability).

In addition, NSPI and NPPH entered into a construction agreement for NPPH to construct for NSPI a biomass cogeneration utility plant for the generation of electricity by December 31, 2012 for approximately C$93. All costs of construction up to C$93 will be paid or reimbursed by NSPI. All costs paid directly by NSPI will be excluded from our consolidated statement of cash flows. For the first half ended June 30, 2011, direct payments made by NSPI totaled $10. As part of the construction agreement, NPPH is subject to damages for failure to complete certain milestones on time, subject to limitations as provided in the agreement. In addition, NewPage issued a performance guarantee to NSPI, subject to a limitation of C$29, if NPPH defaults on the agreement. NewPage also issued a letter of credit of $10 to NSPI in November 2010 and an additional letter of credit of $5 in January 2011 in accordance with the terms of the construction agreement. All construction costs incurred, both directly and indirectly, will become other assets and all reimbursements and direct payments by NSPI will become long-term liabilities, pending completion of the construction. Upon completion of the construction phase, all the previously described assets and liabilities will be de-recognized from the balance sheet and recognized as (gain) loss on sale of assets in the statement of operations.

NSPI and NPPH also entered into a management, operations and maintenance agreement related to NPPH operating the utility assets for and under the control of NSPI for an initial period of 25 years plus the period prior to completion of the turbine, with three automatic five-year renewal terms, unless notice of termination is given. In exchange for these services, NPPH will receive payment from NSPI based upon the amount of energy produced and NPPH will receive a portion of the steam generated from the utility plant for its needs. NPPH is subject to liquidated damages in the event that a minimum level of output is not achieved. In addition, NewPage issued a performance guarantee to NSPI, subject to a limitation of C$15, if NPPH defaults on the agreement.

 

8. EQUITY

Included in selling, general and administrative expenses for the second quarter and first half ended June 30, 2011 is equity award expense of $1 and an adjustment to equity award expense of $(2) associated with the forfeiture of unvested stock options during the second quarter of 2011. Included in selling, general and administrative expenses for the second quarter and first half ended June 30, 2010 is equity award expense of $11 and $19. In February 2010, the compensation committee amended the outstanding stock option awards of employees and directors to change the exercise price to $2.00 per share and to vest the unearned performance-based options for 2008 and 2009. Included in the amount of equity award expense

 

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for the second quarter and first half ended June 30, 2010 is $1 and $7 to reflect the effects of the modification on the vested time-based options and the vesting of the prior-year unearned performance-based options. Also included in the amount of equity award expense for the second quarter and first half ended June 30, 2010 is $4 of remaining unamortized grant-date fair value relating to the accelerated vesting of stock options previously awarded to certain former executive officers. In accordance with their stock option agreements, upon their separation all of their outstanding stock options became vested. None of these options were exercised by the executive officers.

The following table summarizes activity in the plan:

 

Shares of NewPage Group issuable

under stock options, in thousands

   Options     Weighted-
average
exercise
price
 

Outstanding at December 31, 2010

     3,250     $ 1.95  

Granted

     379       2.00  

Forfeited or expired

     (888     2.00  
  

 

 

   

Outstanding at June 30, 2011

     2,741       1.94  
  

 

 

   

Exercisable at June 30, 2011

     1,632       2.00  
  

 

 

   

The outstanding options and the exercisable options at June 30, 2011 have a weighted-average remaining contractual life of 6.7 years.

We utilize a Black-Scholes pricing model to determine the fair value of options granted. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the stock price as well as assumptions regarding a number of other variables. These variables include expected stock price volatility over the term of the awards and projected employee stock option exercise behaviors (term of option). We estimate the expected term of options granted by incorporating the contractual term of the options and employees’ expected exercise behaviors. We estimate the volatility of NewPage Group’s common stock by considering volatility of appropriate peer companies and adjusting for factors unique to our stock, including the effect of debt leverage.

Assumptions used to determine the fair value of option grants are as follows:

 

     First Half  
     Ended June 30,  
     2011     2010  

Weighted-average fair value of options granted

   $ 0.38     $ 2.68  

Weighted-average assumptions used for grants:

    

Expected volatility

     90     90

Risk-free interest rate

     2.4     2.0

Expected life of option (in years)

     5       4  

 

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9. RETIREMENT AND OTHER POSTRETIREMENT BENEFITS

A summary of the components of net periodic costs for the second quarter and first half ended June 30, 2011 and 2010 is as follows:

Pension Plans

 

     U.S. Plans     Canadian Plans  
     Second Quarter
Ended June 30,
   

Second Quarter

Ended June 30,

 
     2011     2010     2011     2010  

Service cost

   $ 4     $ 6     $ 1     $ 1  

Interest cost

     16       16       5       5  

Expected return on plan assets

     (18     (17     (6     (5

Amortization of net loss

     3       3       1       —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic cost

   $ 5     $ 8     $ 1     $ 1  
  

 

 

   

 

 

   

 

 

   

 

 

 
     U.S. Plans     Canadian Plans  
    

First Half

Ended June 30,

   

First Half

Ended June 30,

 
     2011     2010     2011     2010  

Service cost

   $ 8     $ 12     $ 2     $ 2  

Interest cost

     32       32       10       10  

Expected return on plan assets

     (35     (33     (11     (10

Amortization of net loss

     6       6       2       1  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic cost

   $ 11     $ 17     $ 3     $ 3  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other Postretirement Plans

 

     U.S. Plans     Canadian Plans  
    

Second Quarter

Ended June 30,

   

Second Quarter

Ended June 30,

 
     2011     2010     2011      2010  

Service cost

   $ —        $ 1     $ —         $ 1  

Interest cost

     2       1       —           —     

Amortization of net prior service cost (credit)

     (3     (3     —           —     
  

 

 

   

 

 

   

 

 

    

 

 

 

Net periodic cost (income)

   $ (1   $ (1   $ —         $ 1  
  

 

 

   

 

 

   

 

 

    

 

 

 
     U.S. Plans     Canadian Plans  
    

First Half

Ended June 30,

   

First Half

Ended June 30,

 
     2011     2010     2011      2010  

Service cost

   $ 1     $ 1     $ —         $ 1  

Interest cost

     3       3       —           —     

Amortization of net prior service cost (credit)

     (6     (6     —           —     
  

 

 

   

 

 

   

 

 

    

 

 

 

Net periodic cost (income)

   $ (2   $ (2   $ —         $ 1  
  

 

 

   

 

 

   

 

 

    

 

 

 

Workers at our Central Wisconsin, Escanaba, and Rumford mills ratified collective bargaining agreements with various unions during and subsequent to the first half of 2011. These collective bargaining agreements in the aggregate will result in a re-measurement of our U.S. Plans in the third

 

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quarter of 2011. The change in pension and other postretirement expense for 2011 is not expected to be material.

During the second quarter 2011, a supplemental retirement plan for certain Port Hawkesbury employees was fully funded with a cash contribution of $12, which resulted in a net pension asset of $4.

 

10. OTHER (INCOME) EXPENSE

Other (income) expense during the first half ended June 30, 2011 and 2010 was $(1) and $(3). The amount recognized in the first half of 2010 includes $11 of net loss on disposal and impairment of assets, offset by $(13) of (income) recognized for alternative fuel mixture tax credits.

 

11. INCOME TAXES

For the second quarter and first half ended June 30, 2011 and 2010, we recorded a valuation allowance against our net deferred income tax benefit for federal income taxes and for certain states as it was more likely than not that we would not realize those benefits.

 

12. RESTRUCTURING

Whiting Mill Closure

In February 2011, we permanently closed our Whiting, Wisconsin mill. Approximately 360 employees at the facility were affected. We made the decision to close the facility in order to better align capacity with market demand. As a result of this action, including the evaluation of capacity needs, during the fourth quarter of 2010, we recorded asset impairment charges for the Whiting mill and the previously-closed Kimberly mill of $196 in other (income) expense and classified these assets as held for sale. During the first half of 2011, we recognized $5 of employee-related costs recorded in cost of sales. In addition, during the second quarter and first half of 2011, we recognized $1 and $3 in cost of sales for contract termination and other closure related costs and we expect to recognize additional charges in cost of sales of approximately $14 for contract termination and other closure related costs during 2011 and subsequent years as contract terms expire. The facility closure and related activities have been substantially completed during the first half of 2011. The severance and other closure cost require the outlay of cash while the asset impairment charge represents a non-cash charge.

The activity in the accrued restructuring liability relating to these actions for the first half ended June 30, 2011 was as follows:

 

     Closure     Employee  
     Costs     Costs  

Balance accrued at December 31, 2010

   $ —        $ 2  

Current charges

     3       5  

Payments

     (3     (5
  

 

 

   

 

 

 

Balance accrued at June 30, 2011

   $ —        $ 2  
  

 

 

   

 

 

 

 

13. DISPOSITION OF ASSETS

In March 2011, Rumford Paper Company (“Rumford”), a wholly-owned subsidiary of NewPage, and Rumford Cogeneration Company Limited Partnership, a subsidiary of Rumford, both indirect subsidiaries of NewPage Holding, entered into an Asset Sale Agreement for the sale of Rumford’s cogeneration

 

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energy assets to ReEnergy Rumford LLC (“ReEnergy”) for a sale price of $61, payable one-half in cash at closing and one-half in the form of a 10-year note receivable. The transaction also contemplates an ongoing contractual relationship between the parties, pursuant to which Rumford will supply biomass fuel to ReEnergy and ReEnergy will supply electricity and thermal energy to Rumford. The transaction is not expected to have a material effect on the operating costs of the Rumford mill. We plan to invest the net cash proceeds in our business or use the proceeds to repay indebtedness, or both, in accordance with the terms of our debt instruments. The transaction is subject to various conditions, including the receipt of regulatory approvals and the finalization of agreements outlined in term sheets. It is uncertain whether or when this transaction will close, as certain conditions to closing the transaction may not be satisfied. We are exploring options to address these conditions.

In February 2010, CWPCo announced that it signed an agreement with Wisconsin Rapids Water Works Lighting Commission to sell the CWPCo Utility, as amended. The purchase price will be equal to the net book value of the assets at the time of closing, subject to adjustment in the agreement. The transaction remains subject to regulatory approvals. It is uncertain whether or when this transaction will close, as certain conditions to closing the transaction may not be satisfied. We are exploring options to address these conditions. On November 1, 2010, CWPCo entered into an asset sale agreement to sell five hydroelectric projects to Great Lakes Utilities for a net cash sales price of approximately $70. The closing of the transaction is subject to completion of the CWPCo Utility sale and regulatory approval. We continue to hold and use the assets in the normal course of our operations.

 

14. COMMITMENTS AND CONTINGENCIES

In a notice dated January 25, 2011, staff at the Federal Energy Regulatory Commission, or FERC, reported that they had preliminarily determined that our subsidiary, Rumford Paper Company, or Rumford, violated FERC regulations in connection with Rumford’s participation in ISO-New England’s Day Ahead Load Response Program from July 2007 through February 2008. Under the program, participants were paid to reduce their electrical load on the New England power grid from their “baseline” load levels. FERC asserts that Rumford improperly established and maintained an artificially high baseline, allowing it to receive increased payments under the program. Rumford cooperated with FERC throughout its investigation and has denied any wrongdoing.

Claims have been made against us for the costs of environmental remediation measures taken or to be taken. We are also involved in various other litigation and administrative proceedings arising in the normal course of business. Reserves for these liabilities have been established and no insurance recoveries have been anticipated in the determination of the reserves. Although the ultimate outcome of these matters cannot be predicted with certainty, we do not believe that the currently expected outcome of any matter, lawsuit or claim that is pending or threatened, or all of them combined, will have a material adverse effect on our financial condition, results of operations or liquidity.

 

15. RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220) — Presentation of Comprehensive Income (ASU 2011-05). The amendments in this ASU require an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity. ASU 2011-05 is effective for us as of January 1, 2012 and is to be applied on a retrospective basis. The adoption of this standard will only impact the presentation of our consolidated financial statements.

 

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In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Fair Value Measurement (Topic 820) — Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (ASU 2011-04) . The amendments in this ASU clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and enhances disclosures about fair value measurements, particularly for level 3 fair value measurements. ASU 2011-04 is effective for us as of January 1, 2012 and is to be applied on a prospective basis. The adoption of ASU 2011-04 is not expected to have a material effect on our consolidated financial position, results of operations and cash flows.

 

16. SUPPLEMENTAL CONSOLIDATING INFORMATION

NewPage has issued $1,770 face amount of First Lien Notes, $1,031 face amount of Second Lien Notes and $200 face amount of 12% senior subordinated notes. These notes are jointly and severally guaranteed on a full and unconditional basis by NewPage’s 100%-owned subsidiaries, except CWPCo and Rumford Cogeneration Company Limited Partnership, our non-guarantor subsidiaries.

The following condensed consolidating financial statements have been prepared from financial information on the same basis of accounting as the consolidated financial statements. Investments in our subsidiaries are accounted for under the equity method.

 

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NEWPAGE CORPORATION

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

JUNE 30, 2011

 

                  Non-               
     NewPage     Guarantor      Guarantor      Consolidation/        
     Corporation     Subsidiaries      Subsidiaries      Eliminations     Consolidated  

ASSETS

            

Cash and cash equivalents

   $ —        $ 1      $ 8      $ —        $ 9  

Accounts receivable

     191       55        1        —          247  

Inventories

     215       279        —           —          494  

Other current assets

     16       8        1        —          25  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total current assets

     422       343        10        —          775  

Intercompany receivables

     1,276       631        192        (2,099     —     

Property, plant and equipment, net

     25       2,383        47        —          2,455  

Investment in subsidiaries

     1,554       60        —           (1,614     —     

Port Hawkesbury biomass project

     —          34        —           —          34  

Other assets

     86       11        1        —          98  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

TOTAL ASSETS

   $ 3,363     $ 3,462      $ 250      $ (3,713   $ 3,362  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

LIABILITIES AND EQUITY (DEFICIT)

            

Accounts payable

   $ 59     $ 167      $ —         $ —        $ 226  

Other current liabilities

     90       103        4        —          197  

Current maturities of long-term debt

     2,854       —           —           —          2,854  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total current liabilities

     3,003       270        4        —          3,277  

Intercompany payables

     623       1,300        176        (2,099     —     

Long-term debt

     200       153        —           —          353  

Proceeds from NSPI for Port Hawkesbury biomass project

     —          95        —           —          95  

Other long-term liabilities

     416       90        10        —          516  

Equity (deficit)

     (879     1,554        60        (1,614     (879
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY (DEFICIT)

   $ 3,363     $ 3,462      $ 250      $ (3,713   $ 3,362  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

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NEWPAGE CORPORATION

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2010

 

                  Non-               
     NewPage     Guarantor      Guarantor      Consolidation/        
     Corporation     Subsidiaries      Subsidiaries      Eliminations     Consolidated  

ASSETS

            

Cash and cash equivalents

   $ 1     $ —         $ 7      $ —        $ 8  

Accounts receivable

     226       65        1        —          292  

Inventories

     218       305        —           —          523  

Other current assets

     12       7        1        —          20  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total current assets

     457       377        9        —          843  

Intercompany receivables

     1,250       504        162        (1,916     —     

Property, plant and equipment, net

     26       2,485        47        —          2,558  

Port Hawkesbury biomass project

     —          5        —           —          5  

Investment in subsidiaries

     1,554       57        —           (1,611     —     

Other assets

     98       6        1        —          105  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

TOTAL ASSETS

   $ 3,385     $ 3,434      $ 219      $ (3,527   $ 3,511  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

LIABILITIES AND EQUITY (DEFICIT)

            

Accounts payable

   $ 50     $ 144      $ 1      $ —        $ 195  

Other current liabilities

     71       133        6        —          210  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total current liabilities

     121       277        7        —          405  

Intercompany payables

     504       1,267        145        (1,916     —     

Long-term debt

     3,005       152        —           —          3,157  

Proceeds from NSPI for Port Hawkesbury biomass project

     —          80        —           —          80  

Other long-term liabilities

     412       104        10        —          526  

Equity (Deficit)

     (657     1,554        57        (1,611     (657
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY (DEFICIT)

   $ 3,385     $ 3,434      $ 219      $ (3,527   $ 3,511  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

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NEWPAGE CORPORATION

SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS

SECOND QUARTER ENDED JUNE 30, 2011

 

                 Non-               
     NewPage     Guarantor     Guarantor      Consolidation/        
     Corporation     Subsidiaries     Subsidiaries      Eliminations     Consolidated  

Net sales

   $ 778     $ 818     $ 16      $ (724   $ 888  

Cost of sales

     772       823       16        (724     887  

Selling, general and administrative expenses

     36       —          —           —          36  

Equity in (earnings) loss of subsidiaries

     10       —          —           (10     —     

Interest expense

     92       4       —           —          96  

Other (income) expense, net

     —          1       —           —          1  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Income (loss) before income taxes

     (132     (10     —           10       (132

Income tax (benefit)

     —          —          —           —          —     
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Net income (loss)

   $ (132   $ (10   $ —         $ 10     $ (132
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

NEWPAGE CORPORATION

SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS

FIRST HALF ENDED JUNE 30, 2011

 

                 Non-               
     NewPage     Guarantor     Guarantor      Consolidation/        
     Corporation     Subsidiaries     Subsidiaries      Eliminations     Consolidated  

Net sales

   $ 1,576     $ 1,632     $ 35      $ (1,451   $ 1,792  

Cost of sales

     1,537       1,625       34        (1,451     1,745  

Selling, general and administrative expenses

     75       1       —           —          76  

Equity in (earnings) loss of subsidiaries

     —          (1     —           1       —     

Interest expense

     184       7       —           —          191  

Other (income) expense, net

     —          (1     —           —          (1
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Income (loss) before income taxes

     (220     1       1        (1     (219

Income tax (benefit)

     —          1       —           —          1  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Net income (loss)

   $ (220   $ —        $ 1      $ (1   $ (220
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

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NEWPAGE CORPORATION

SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS

SECOND QUARTER ENDED JUNE 30, 2010

 

                 Non-               
     NewPage     Guarantor     Guarantor      Consolidation/        
     Corporation     Subsidiaries     Subsidiaries      Eliminations     Consolidated  

Net sales

   $ 801     $ 818     $ 22      $ (751   $ 890  

Cost of sales

     816       827       21        (751     913  

Selling, general and administrative expenses

     57       1       —           —          58  

Equity in (earnings) loss of subsidiaries

     12       (1     —           (11     —     

Interest expense

     89       3       —           —          92  

Other (income) expense, net

     1       (1     —           —          —     
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Income (loss) before income taxes

     (174     (11     1        11       (173

Income tax (benefit)

     —          1       —           —          1  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Net income (loss)

   $ (174   $ (12   $ 1      $ 11     $ (174
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

NEWPAGE CORPORATION

SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS

FIRST HALF ENDED JUNE 30, 2010

 

                 Non-               
     NewPage     Guarantor     Guarantor      Consolidation/        
     Corporation     Subsidiaries     Subsidiaries      Eliminations     Consolidated  

Net sales

   $ 1,533     $ 1,576     $ 43      $ (1,445   $ 1,707  

Cost of sales

     1,568       1,597       42        (1,445     1,762  

Selling, general and administrative expenses

     106       1       —           —          107  

Equity in (earnings) loss of subsidiaries

     39       (1     —           (38     —     

Interest expense

     182       7       —           —          189  

Other (income) expense, net

     (13     10       —           —          (3
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Income (loss) before income taxes

     (349     (38     1        38       (348

Income tax (benefit)

     —          1       —           —          1  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Net income (loss)

   $ (349   $ (39   $ 1      $ 38     $ (349
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

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NEWPAGE CORPORATION

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FIRST HALF ENDED JUNE 30, 2011

 

                 Non-                
     NewPage     Guarantor     Guarantor      Consolidation/         
     Corporation     Subsidiaries     Subsidiaries      Eliminations      Consolidated  

CASH FLOWS FROM OPERATING ACTIVITIES

            

Net cash provided by (used for) operating activities

   $ (38   $ 35     $ 1      $ —         $ (2

CASH FLOWS FROM INVESTING ACTIVITIES

            

Capital expenditures

     (1     (32     —           —           (33

Proceeds from sales of assets

     —          11       —           —           11  

Expenditures for Port Hawkesbury biomass project

     —          (19     —           —           (19
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net cash provided by (used for) investing activities

     (1     (40     —           —           (41

CASH FLOWS FROM FINANCING ACTIVITIES

            

Payment of financing costs

     (1     —          —           —           (1

Borrowings on revolving credit facility

     582       —          —           —           582  

Payments on revolving credit facility

     (543     —          —           —           (543

Proceeds from NSPI for Port Hawkesbury biomass project

     —          5       —           —           5  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net cash provided by (used for) financing activities

     38       5       —           —           43  

Effect of exchange rate changes on cash and cash equivalent

     —          1       —           —           1  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net increase (decrease) in cash and cash equivalents

     (1     1       1        —           1  

Cash and cash equivalents at beginning of period

     1       —          7        —           8  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Cash and cash equivalents at end of period

   $ —        $ 1     $ 8      $ —         $ 9  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

 

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NEWPAGE CORPORATION

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FIRST HALF ENDED JUNE 30, 2010

 

                 Non-                
     NewPage     Guarantor     Guarantor      Consolidation/         
     Corporation     Subsidiaries     Subsidiaries      Eliminations      Consolidated  

CASH FLOWS FROM OPERATING ACTIVITIES

            

Net cash provided by (used for) operating activities

   $ (143   $ 14     $ 2      $ —         $ (127

CASH FLOWS FROM INVESTING ACTIVITIES

            

Capital expenditures

     (3     (28     —           —           (31

Proceeds from sales of assets

     —          12       —           —           12  

Other investing activities

     —          (1     —           —           (1
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net cash provided by (used for) investing activities

     (3     (17     —           —           (20

CASH FLOWS FROM FINANCING ACTIVITIES

            

Proceeds from issuance of long-term debt

     67       —          —           —           67  

Payment of financing costs

     (4     —          —           —           (4

Borrowings on revolving credit facility

     442       —          —           —           442  

Payments on revolving credit facility

     (358     —          —           —           (358
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net cash provided by (used for) financing activities

     147       —          —           —           147  

Effect of exchange rate changes on cash and cash equivalent

     —          2       —           —           2  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net increase (decrease) in cash and cash equivalents

     1       (1     2        —           2  

Cash and cash equivalents at beginning of period

     1       —          4        —           5  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Cash and cash equivalents at end of period

   $ 2     $ (1   $ 6      $ —         $ 7  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

 

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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Company Background

We believe that we are the largest coated paper manufacturer in North America based on production capacity. Coated paper is used primarily in media and marketing applications, such as high-end advertising brochures, direct mail advertising, coated labels, magazines, magazine covers and inserts, catalogues and textbooks. We operate paper mills located in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada.

Trends in Our Business

North American coated paper demand is primarily driven by advertising and print media usage. In particular, the demand for certain grades of coated paper is affected by spending on catalogue and promotional materials by retailers and spending on magazine advertising, which affects the number of printed pages in magazines. During the first half of 2011, North American coated paper demand was lower compared to the first half of 2010. In February 2011, we realigned our capacity needs with the closure of our Whiting, Wisconsin mill and we did not take any market-related downtime in the first half of 2011. We took 39,000 tons of market-related downtime in the first half of 2010. We will consider the need for additional market-related downtime from time to time based on market conditions.

Coated paper production capacity in North America was lower during the first half of 2011 compared to the first half of 2010, primarily as a result of North American capacity closures, including the closure of our Whiting, Wisconsin mill in February 2011. We believe imports continue to affect the North American market, placing downward pressure on North American coated paper prices as a result of foreign overcapacity.

North American prices for coated paper products historically have been determined more by North American supply and demand than directly by raw material costs or other costs of sales. However, we believe that the announced capacity closures in coated papers and inflationary trends in producer input costs may put upward pressure on prices for our products. As a result, we expect average prices for coated paper in the second half of 2011 to be higher than the second half of 2010.

We experienced significant increases in our input costs during the first half of 2011 compared to the first half of 2010, due to higher prices for wood, chemicals and purchased pulp. In particular, costs of certain petroleum-based chemicals and transportation costs have increased during the first half of 2011 compared to the first half of 2010, principally as a result of increases in the price of crude oil. Because of the lag time between the change in oil prices and the change in costs of certain petroleum-based chemicals, we anticipate this trend will continue throughout 2011. Overall, we expect crude oil and energy costs to remain volatile for the foreseeable future.

Port Hawkesbury Biomass Project

On November 3, 2010, NewPage Port Hawkesbury Corp. (“NPPH”), an indirect wholly-owned subsidiary of NewPage, completed the sale of certain assets, including a boiler and land at the Port Hawkesbury, Nova Scotia mill, to Nova Scotia Power Inc. (“NSPI”) for a cash sales price of $79 million. In addition, NSPI and NPPH have entered into an engineering, procurement and construction contract for NPPH to construct for NSPI a 60 MW biomass cogeneration utility plant for the generation of electricity by

 

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December 31, 2012 for approximately C$93 million. All costs of construction up to C$93 million will be paid or reimbursed by NSPI. NSPI and NPPH also entered into a management, operations and maintenance agreement related to NPPH operating the utility assets for and under the control of NSPI for an initial period of 25 years plus the period prior to completion of the turbine, with three automatic five-year renewal terms, unless notice of termination is given. See Note 7 to the consolidated financial statements.

Whiting Mill Closure

During the first quarter of 2011, we permanently closed our Whiting, Wisconsin mill. Approximately 360 employees at the facility were affected. We made the decision to close the facility in order to better align capacity with market demand. As a result of this action, including the evaluation of capacity needs, during the fourth quarter of 2010, we recorded asset impairment charges for the Whiting mill and the previously-closed Kimberly mill of $196 million in other (income) expense and classified these assets as held for sale. During the first half of 2011, we recognized $5 million of employee-related costs recorded in cost of sales. In addition, during the second quarter and first half of 2011, we recognized $1 million and $3 million in cost of sales for contract termination and other closure related costs and we expect to recognize additional charges in cost of sales of approximately $14 million for contract termination and other closure related costs during 2011 and subsequent years as contract terms expire. The facility closure and related activities have been substantially completed during the first half of 2011. The severance and other closure cost require the outlay of cash while the asset impairment charge represents a non-cash charge.

Results of Operations

The following tables set forth our historical results of operations for the second quarter and first half ended June 30, 2011 and 2010. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and notes thereto included in this Quarterly Report. All assets, liabilities, income, expenses and cash flows presented for all periods represent those of NewPage Holding’s wholly-owned subsidiary, NewPage, except for NewPage Holding’s debt and equity activity and income tax effects. Unless otherwise noted, the information provided pertains to both NewPage Holding and NewPage.

Second Quarter 2011 Compared to Second Quarter 2010

 

     NewPage Holding  
     Second Quarter Ended June 30,  
     2011     2010  
(in millions)    $     %     $     %  

Net sales

     888       100.0       890       100.0  

Cost of sales

     887       99.9       913       102.7  

Selling, general and administrative expenses

     36       4.1       58       6.5  

Interest expense

     100       11.3       97       10.8  

Other (income) expense, net

     1       0.2       —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     (136     (15.5     (178     (20.0

Income tax (benefit)

     —          —          1       0.1  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     (136     (15.5     (179     (20.1
  

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental Information

        

Adjusted EBITDA

   $ 32       $ 10    
  

 

 

     

 

 

   

 

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Net sales for the second quarter of 2011 were $888 million compared to $890 million for the second quarter of 2010, a decrease of $2 million or less than 1%. The decrease was primarily the result of lower sales volume of core paper ($74 million), partially offset by higher average core paper prices ($50 million) and higher sales volume and average prices of other non-core paper in the second quarter of 2011 compared to the second quarter of 2010. Core volume is principally coated freesheet, coated groundwood and supercalendered paper products sold in North America. Average core paper prices increased to $925 per ton in the second quarter of 2011 compared to $852 per ton in the second quarter of 2010. Core paper sales volume decreased to 774,000 tons in the second quarter of 2011 compared to 868,000 tons in the second quarter of 2010. We did not take any market-related downtime during the second quarter of 2011 or 2010. We will consider the need for additional downtime from time to time based on market conditions.

Cost of sales for the second quarter of 2011 was $887 million compared to $913 million for the second quarter of 2010, a decrease of $26 million, or 3%. The decrease was primarily a result of lower core paper sales volume ($65 million), partially offset by inflation on input costs and increased maintenance expense, as a result of required planned major maintenance. In addition, during the second quarter of 2011, in connection with the closure of the Whiting mill, we recognized charges of $1 million for contractual termination and other closure related costs in cost of sales. During the second quarter of 2010, we took actions to reduce personnel as part of our cost reduction initiatives and recognized a charge of $4 million for employee-related costs in cost of sales. Gross margin (loss) for the second quarter of 2011 was 0.1% compared to (2.7)% for the second quarter of 2010. This improvement was primarily driven by higher average core paper sale prices ($50 million), partially offset by inflation on input costs during second quarter of 2011 compared to the same period in 2010. Also, during the second quarter of 2011, we were unable to operate our Wickliffe mill for 21 days as a result of the Mississippi river flooding, which had a negative impact of approximately $7 million.

Maintenance expense at our mills totaled $91 million and $86 million in the second quarter of 2011 and 2010. We expect to incur higher maintenance expense during the third quarter of 2011 compared to the same period in 2010, as a result of required planned major maintenance.

Selling, general and administrative expenses decreased to $36 million for the second quarter of 2011 from $58 million for the second quarter of 2010, primarily as a result of $12 million lower non-cash stock compensation expense, benefits from cost reduction initiatives and lower pension expense partially offset by higher costs associated with the services of several advisors assisting us in exploring various restructuring alternatives. In addition, selling, general and administrative expenses for the second quarter of 2010, included $6 million in employee-related costs, primarily associated with certain former executive officers. As a percentage of net sales, selling, general and administrative expenses improved in the second quarter of 2011 to 4.1% from 6.5% in the second quarter of 2010.

Interest expense for the second quarter of 2011 was $100 million compared to $97 million for the second quarter of 2010. Interest expense for NewPage for the second quarter of 2011 was $96 million compared to $92 million for the second quarter of 2010.

Other (income) expense was $1 million for the second quarter of 2011 and zero for the second quarter of 2010.

Income tax expense (benefit) for the second quarter of 2011 and 2010 was zero and $1 million. For the second quarter of 2011 and 2010, we recorded a valuation allowance against our net deferred income tax benefit for federal income taxes and for certain states as it was more likely than not that we would not realize those benefits.

 

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Table of Contents

Net income (loss) was $(136) million in the second quarter of 2011 compared to $(179) million in the second quarter of 2010. Net income (loss) for NewPage was $(132) million in the second quarter of 2011 compared to $(174) million in the second quarter of 2010. The improvements were primarily the result of higher average paper prices and cost reductions partially offset by inflation on input costs.

Adjusted EBITDA was $32 million for the second quarter of 2011 compared to $10 million for the second quarter of 2010. See “Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA” for further information on the use of EBITDA and Adjusted EBITDA as measurement tools.

First Half 2011 Compared to First Half 2010

 

     NewPage Holding  
     First Half Ended June 30,  
     2011     2010  
(in millions)    $     %     $     %  

Net sales

     1,792       100.0       1,707       100.0  

Cost of sales

     1,745       97.4       1,762       103.2  

Selling, general and administrative expenses

     76       4.3       107       6.3  

Interest expense

     200       11.2       198       11.6  

Other (income) expense, net

     (1     (0.1     (3     (0.2
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     (228     (12.8     (357     (20.9

Income tax (benefit)

     1       0.1       1       0.1  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     (229     (12.9     (358     (21.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental Information

        

Adjusted EBITDA

   $ 117       $ 25    
  

 

 

     

 

 

   

Net sales for the first half of 2011 were $1,792 million compared to $1,707 million for the first half of 2010, an increase of $85 million or 5%. The increase was primarily the result of higher average core paper prices ($92 million) and higher average other non-core paper prices, partially offset by lower sales volume of core paper ($39 million) in the first half of 2011 compared to the first half of 2010. Average core paper prices increased to $918 per ton in the first half of 2011 compared to $855 per ton in the first half of 2010. Core paper sales volume decreased to 1,603,000 tons in the first half of 2011 compared to 1,660,000 tons in the first half of 2010. In February 2011, we realigned our capacity needs with the closure of our Whiting, Wisconsin mill and we did not take any market-related downtime in the first half of 2011. We took 39,000 tons of market-related downtime in the first half of 2010.

Cost of sales for the first half of 2011 was $1,745 million compared to $1,762 million for the first half of 2010, a decrease of $17 million or 1%. The decrease was primarily the result of lower core paper sales volume ($38 million), partially offset by inflation on input costs and increased maintenance expense as a result of required planned major maintenance. In addition, during the first half of 2011, in connection with the closure of the Whiting mill, we recognized charges of $5 million for employee-related costs and $3 million for contractual termination and other closure related costs in cost of sales. During the second quarter of 2010, we took actions to reduce personnel as part of our cost reduction initiatives and recognized a charge of $4 million for employee-related costs in cost of sales. Gross margin (loss) for the first half of 2011 was 2.6% compared to (3.2)% for the first half of 2010. This improvement was primarily driven by higher average core paper sales prices ($92 million) partially offset by inflation on input costs during the first half of 2011 compared to the same period in 2010. Also, during the second quarter of 2011, we were unable to operate our Wickliffe mill for 21 days as a result of the Mississippi river flooding, which had a negative impact of approximately $7 million.

 

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Maintenance expense at our mills totaled $163 million and $157 million in the first half of 2011 and 2010. We expect to incur higher maintenance expense during the second half of 2011 compared to the same periods in 2010, as a result of required planned major maintenance.

Selling, general and administrative expenses decreased to $76 million for the first half of 2011 from $107 million for the first half of 2010, primarily as a result of $20 million lower non-cash stock compensation expense, benefits from cost reduction initiatives and lower pension expense partially offset by higher costs associated with the services of several advisors assisting us in exploring various restructuring alternatives. In addition, selling, general and administrative expenses for the first half of 2010 included $6 million in employee-related costs primarily associated with certain former executive officers. As a percentage of net sales, selling, general and administrative expenses improved in the first half of 2011 to 4.3% from 6.3% in the first half of 2010.

Interest expense for the first half of 2011 was $200 million compared to $198 million for the first half of 2010. Interest expense for NewPage for the first half of 2011 was $191 million compared to $189 million for the first half of 2010.

Other (income) expense was $(1) million for the first half of 2011 and $(3) million for the first half of 2010. The amount recognized in the first half of 2010 includes $11 million of net loss on disposal and impairment of assets, offset by $(13) million of (income) recognized for alternative fuel mixture tax credits.

Income tax expense (benefit) for the first half of 2011 and 2010 was $1 million and $1 million. For the first half of 2011 and 2010, we recorded a valuation allowance against our net deferred income tax benefit for federal income taxes and for certain states as it was more likely than not that we would not realize those benefits.

Net income (loss) was $(229) million in the first half of 2011 compared to $(358) million in the first half of 2010. Net income (loss) for NewPage was $(220) million in the first half of 2011 compared to $(349) million in the first half of 2010. The improvements were primarily the result of higher average paper prices and cost reductions partially offset by inflation on input costs.

Adjusted EBITDA was $117 million for the first half of 2011 compared to $25 million for the first half of 2010. See “Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA” for further information on the use of EBITDA and Adjusted EBITDA as measurement tools.

Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization. EBITDA and Adjusted EBITDA are not measures of our performance under U.S. GAAP, are not intended to represent net income (loss), and should not be used as alternatives to net income (loss) as indicators of performance. EBITDA and Adjusted EBITDA are shown because they are bases upon which our management assesses performance and are primary components of certain covenants under our revolving credit facility. In addition, our management believes EBITDA and Adjusted EBITDA are useful to investors because they and similar measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies with substantial financial leverage. The use of EBITDA and Adjusted EBITDA instead of net income (loss) has limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

 

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EBITDA and Adjusted EBITDA do not reflect our current cash expenditure requirements, or future requirements, for capital expenditures or contractual commitments

 

   

EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs

 

   

EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt

 

   

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements

 

   

our measures of EBITDA and Adjusted EBITDA are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business.

The following table presents a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA:

 

     NewPage Holding  
     Second Quarter     First Half  
     Ended June 30,     Ended June 30,  
(in millions)    2011     2010     2011     2010  

Net income (loss)

   $ (136   $ (179   $ (229   $ (358

Interest expense

     100       97       200       198  

Income tax (benefit)

     —          1       1       1  

Depreciation and amortization

     59       67       121       135  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

     23       (14     93       (24

Equity awards

     (1     11       (1     19  

(Gain) loss on disposal and impairment of assets

     4       2       5       8  

Non-cash U.S. pension expense

     3       8       9       17  

Integration and related severance costs

     3       2       11       4  

Other

     —          1       —          1  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 32     $ 10     $ 117     $ 25  
  

 

 

   

 

 

   

 

 

   

 

 

 

Recently Issued Accounting Standards

In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220) — Presentation of Comprehensive Income (ASU 2011-05). The amendments in this ASU require an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity. ASU 2011-05 is effective for us as of January 1, 2012 and is to be applied on a retrospective basis. The adoption of this standard will only impact the presentation of our consolidated financial statements.

 

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In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Fair Value Measurement (Topic 820) — Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (ASU 2011-04) . The amendments in this ASU clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and enhances disclosures about fair value measurements, particularly for level 3 fair value measurements. ASU 2011-04 is effective for us as of January 1, 2012 and is to be applied on a prospective basis. The adoption of ASU 2011-04 is not expected to have a material effect on our consolidated financial position, results of operations and cash flows.

Liquidity and Capital Resources

Available Liquidity

As of June 30, 2011, our principal sources of liquidity include cash generated from operating activities and availability under our revolving credit facility. The amount of borrowings and letters of credit available to NewPage pursuant to the revolving credit facility is limited to the lesser of $500 million or an amount determined by reference to a borrowing base ($409 million as of June 30, 2011). Under the revolving credit facility, $30 million of the $500 million commitment matures on October 3, 2011, rather than December 21, 2012, as a result of not refinancing our Second-Lien Notes by July 4, 2011. However, our borrowing base would have to exceed $470 million before this would affect availability under the revolving credit facility.

In January 2011, we amended our revolving credit facility to extend its termination date. For those lenders who accepted this amendment (aggregating to $470 million), the revolving credit facility matures on December 21, 2012, unless we do not repay or refinance our floating rate and 10% second-lien senior secured notes (“Second-Lien Notes”) by December 2, 2011, in which case the revolving credit facility matures on March 1, 2012. As of June 30, 2011, we had $127 million available for borrowing in excess of the $50 million required minimum, after reduction for $101 million in letters of credit and $131 million in outstanding borrowings under the revolving credit facility. During the first half of 2011, our average daily balance outstanding under our revolving credit facility was $85 million with a weighted-average interest rate of 4.4%.

The 11.375% senior secured first-lien notes (the “First-Lien Notes”) mature on the earlier of (i) December 31, 2014 or (ii) the date that is 31 days prior to the maturity date of the Second-Lien Notes, the senior subordinated notes, the NewPage Holding PIK notes or any refinancing thereof. The Second-Lien Notes mature on May 1, 2012. However, if we do not repay or refinance our Second-Lien Notes by January 31, 2012, the First-Lien Notes would mature on March 31, 2012. The senior subordinated notes mature on May 1, 2013. The NewPage Holding PIK Notes mature on November 1, 2013. Aggregate indebtedness as of June 30, 2011 totaled $3,517 million, which includes $3,285 million at NewPage.

As of June 30, 2011, our current liabilities exceeded our current assets by $2,502 million. This deficit results from the classification of our First-Lien Notes, our Second-Lien Notes, and our revolving credit facility as current liabilities. We have retained advisors to assist us in exploring various restructuring alternatives and are engaged in discussions with various stakeholders to address our ongoing capital needs. We cannot assure you that we will be able to refinance any of our indebtedness, or that we will be able to do so on commercially reasonable terms. If we are unable to refinance our debt or generate sufficient cash flow to service our obligations, we will be required to seek to restructure our existing debt or to voluntarily seek, or be forced to seek, protection under the Chapter 11 of the U.S. Bankruptcy Code and applicable Canadian laws. Any such actions would have a material adverse effect on our financial condition, the value of the outstanding debt and our ability to make required cash payments under our indebtedness.

 

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Cash Flows

Cash provided by (used for) operating activities was $(2) million during the first half of 2011 compared to $(127) million during the first half of 2010, primarily as a result of improvements in operations and working capital. Investing activities in first half of 2011 include $33 million for capital expenditures, $19 million of expenditures for the Port Hawkesbury biomass project and $11 million in proceeds from the sale of assets. Financing activities primarily consisted of borrowings and payments on the revolving credit facility and proceeds received for the Port Hawkesbury biomass project.

Capital Expenditures

Capital expenditures were $33 million and $31 million for the first half ended June 30, 2011 and 2010.

Financial Discussion

During the first quarter of 2011, we permanently closed our Whiting, Wisconsin mill. As a result of this action, during the fourth quarter of 2010, we recorded asset impairment charges for the Whiting mill and the previously-closed Kimberly mill of $196 million in other (income) expense and classified these assets as held for sale. During the first half of 2011, we recognized $5 million of employee-related costs recorded in cost of sales. In addition, during the second quarter and first half of 2011, we recognized $1 million and $3 million in cost of sales for contract termination and other closure related costs and we expect to recognize additional charges in cost of sales of approximately $14 million for contract termination and other closure related costs during 2011 and subsequent years as contract terms expire.

In March 2011, Rumford Paper Company (“Rumford”), a wholly-owned subsidiary of NewPage, and Rumford Cogeneration Company Limited Partnership, a subsidiary of Rumford, both indirect subsidiaries of NewPage Holding, entered into an Asset Sale Agreement for the sale of Rumford’s cogeneration energy assets to ReEnergy Rumford LLC (“ReEnergy”) for a sale price of $61 million, payable one-half in cash at closing and one-half in the form of a 10-year note receivable. The transaction also contemplates an ongoing contractual relationship between the parties, pursuant to which Rumford will supply biomass fuel to ReEnergy and ReEnergy will supply electricity and thermal energy to Rumford. The transaction is not expected to have a material effect on the operating costs of the Rumford mill. We plan to invest the net cash proceeds in our business or use the proceeds to repay indebtedness, or both, in accordance with the terms of our debt instruments. The transaction is subject to various conditions, including the receipt of regulatory approvals and the finalization of agreements outlined in term sheets. It is uncertain whether or when this transaction will close, as certain conditions to closing the transaction may not be satisfied. We are exploring options to address these conditions.

On November 3, 2010, NPPH completed the sale of certain assets, including a boiler and land at the Port Hawkesbury, Nova Scotia mill, to NSPI for a cash sales price of $79 million. In addition, NSPI and NPPH have entered into an engineering, procurement and construction contract for NPPH to construct for NSPI a 60 MW biomass cogeneration utility plant for the generation of electricity by December 31, 2012 for approximately C$93 million. NSPI and NPPH also entered into a management, operations and maintenance agreement related to NPPH operating the utility assets for NSPI. NPPH was required to post $10 million of letters of credit under these arrangements in 2010 and an additional $5 million in 2011. See Note 7 to the consolidated financial statements.

 

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In February 2010, CWPCo announced that it signed an agreement with Wisconsin Rapids Water Works Lighting Commission to sell the CWPCo Utility, as amended. The purchase price will be equal to the net book value of the assets at the time of closing, subject to adjustment in the agreement. The transaction remains subject to regulatory approvals. It is uncertain whether or when this transaction will close, as certain conditions to closing the transaction may not be satisfied. We are exploring options to address these conditions. On November 1, 2010, CWPCo entered into an asset sale agreement to sell five hydroelectric projects to Great Lakes Utilities for a net cash sales price of approximately $70 million. The closing of the transaction is subject to completion of the CWPCo Utility sale and regulatory approval. We continue to hold and use the assets in the normal course of our operations.

On March 21, 2011, U.S. Environmental Protection Agency (USEPA) finalized its Boiler MACT rule, which provides for Industrial Boiler Maximum Achievable Control Technology (MACT) standards to regulate emissions of hazardous air pollutants for industrial, commercial and institutional boilers and process heaters. Compliance with the final Boiler MACT rule is currently required no later than March 21, 2014. Our preliminary evaluation of the final Boiler MACT rule indicates significant capital expenditures for additional emission control equipment may be needed at our mills with solid fuel boilers to comply with the rule. In addition, our mills will incur increased operating expenses associated with compliance and operation of the new control equipment. USEPA has also announced they will be reconsidering portions of the Boiler MACT rule because the final rule differs from what was proposed. At this time it is not known what changes to the rule might occur as a result of the reconsideration process. We continue to follow the reconsideration process and will adjust our Boiler MACT compliance evaluation as needed for any changes to the compliance requirements.

We have various investments held by our defined-benefit pension plan trusts. The returns on these assets have generally matched the broader market. We are monitoring the effects of our underfunded pension plans on our minimum pension funding requirements and pension expense for future periods. We currently do not anticipate material increases in our minimum funding requirements during 2011.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As of June 30, 2011 and December 31, 2010, $588 million and $541 million of our debt consisted of borrowings with variable interest rates. If market interest rates increase, variable-rate debt will create higher debt service requirements, which could adversely affect our cash flow or compliance with our debt covenants. The potential annual increase in interest expense resulting from a 100 basis point increase in quoted interest rates on our debt balances outstanding at June 30, 2011 and December 31, 2010, would be $6 million and $5 million.

Foreign Currency Risk

Our Canadian subsidiary makes a portion of its purchases and sales in U.S. dollars. As a result, it is subject to transaction exposures that arise from foreign exchange movements between the date that the foreign currency transaction is recorded and the date it is consummated. Foreign currency exchange contracts may be used periodically to manage the variability in cash flows and revenues from the forecasted payment or receipt of currencies other than our functional currency, the U.S. dollar. As of June 30, 2011 and December 31, 2010, we had no foreign currency forward contracts outstanding.

 

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ITEM 4. CONTROLS AND PROCEDURES

We maintain a system of internal accounting controls designed to provide reasonable assurance that transactions are properly recorded and summarized so that reliable financial records and reports can be prepared and assets safeguarded. In addition, a system of disclosure controls is maintained to ensure that information required to be disclosed is recorded, processed, summarized and reported in a timely manner to management responsible for the preparation and reporting of our financial information.

Management, with the participation of our chief executive officer and chief accounting officer, assessed the disclosure control systems as being effective as they encompass material matters for the quarter ended June 30, 2011. To the best of our knowledge, there were no changes in the internal controls over financial reporting that occurred during the quarter ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

The United States Environmental Protection Agency, Region 5, or USEPA, conducted a Clean Air Act investigation at the Escanaba Paper Company mill from September 2009 through early October 2009. USEPA delivered draft findings of violations to Escanaba Paper Company in September 2010 (Finding of Violation EPA-5-10-MI-0). USEPA requested discussions concerning the allegations, which have resulted in the elimination of several of the allegations. In July 2011, USEPA and Escanaba Paper Company commenced discussions regarding fines and penalties concerning the remaining allegations.

In a notice dated January 25, 2011, staff at the Federal Energy Regulatory Commission, or FERC, reported that they had preliminarily determined that our subsidiary, Rumford Paper Company, or Rumford, violated FERC regulations in connection with Rumford’s participation in ISO-New England’s Day Ahead Load Response Program from July 2007 through February 2008. Under the program, participants were paid to reduce their electrical load on the New England power grid from their “baseline” load levels. FERC asserts that Rumford improperly established and maintained an artificially high baseline, allowing it to receive increased payments under the program. Rumford cooperated with FERC throughout its investigation and has denied any wrongdoing.

In September 2009, NewPage, along with two other U.S. paper producers and the United Steelworkers Union, filed antidumping and countervailing duty petitions with the U.S. Department of Commerce and the U.S. International Trade Commission alleging that manufacturers of certain coated paper in China and Indonesia are dumping their products in the United States and that these manufacturers have been subsidized by their governments in violation of U.S. trade laws. Following affirmative final determinations by both the U.S. Department of Commerce and the U.S. International Trade Commission, the U.S. Department of Commerce imposed duties to offset the threat of dumping and government subsidies. Producers in China and Indonesia have appealed these determinations to the U.S. Court of International Trade. Pending a decision on the appeal, these duties will remain in effect for five years, subject to annual administrative reviews.

 

ITEM 5. OTHER INFORMATION

On August 12, 2011, NewPage and David J. Prystash agreed upon the terms of a settlement agreement regarding his employment agreement dated September 8, 2008, as amended, with NewPage. NewPage shall pay $600,000 in return for a full release from Mr. Prystash.

 

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ITEM 6. EXHIBITS

 

Exhibit
Number
   Description
  10.1    Employment Agreement dated as of June 3, 2011 between NewPage Corporation and Jay A. Epstein
  10.2    Settlement Agreement dated as of August 12, 2011 between NewPage Corporation and David J. Prystash
  31.1    Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.2    Certification of Chief Accounting Officer pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32.2    Certification of Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS    XBRL Instance Document
101.SCH    XBRL Taxonomy Extension Schema Document
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF    XBRL Taxonomy Definition Linkbase Document
101.LAB    XBRL Taxonomy Extension Label Linkbase Document
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, NewPage Holding Corporation and NewPage Corporation have duly caused this Report to be signed on their behalf by the undersigned, thereunto duly authorized.

 

NEWPAGE HOLDING CORPORATION     NEWPAGE CORPORATION
By:  

/s/ George F. Martin

    By:  

/s/ George F. Martin

George F. Martin     George F. Martin
President and Chief Executive Officer     President and Chief Executive Officer
(Principal Executive Officer)     (Principal Executive Officer)
Date: August 15, 2011     Date: August 15, 2011
By:  

/s/ Ronald J. Arling

    By:  

/s/ Ronald J. Arling

Ronald J. Arling     Ronald J. Arling
Controller and Chief Accounting Officer     Controller and Chief Accounting Officer
(Principal Accounting Officer)     (Principal Accounting Officer)
Date: August 15, 2011     Date: August 15, 2011

 

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