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EX-23.1 - EX-23.1 - Neenah Inca15-20978_1ex23d1.htm
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EX-99.1 - EX-99.1 - Neenah Inca15-20978_1ex99d1.htm
EX-99.3 - EX-99.3 - Neenah Inca15-20978_1ex99d3.htm

Exhibit 99.2

 

FIBERMARK NORTH AMERICA, INC. AND
FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

CONDENSED COMBINED AND CONSOLIDATED STATEMENT OF OPERATIONS

($ in thousands)

(Unaudited)

 

 

 

Six Months Ended 
June 30, 2015

 

Net sales

 

$

85,084

 

Cost of goods sold

 

68,151

 

Gross profit

 

16,933

 

Selling, general and administrative expenses

 

13,381

 

Operating income

 

3,552

 

Foreign exchange transaction loss

 

144

 

Other expense - net

 

1

 

Interest expense - net

 

3,263

 

Income before income taxes

 

144

 

Income tax provision

 

129

 

Net income

 

15

 

Loss attributable to noncontrolling interests

 

(9

)

Net income attributable to FiberMark

 

$

24

 

 

See Notes to Condensed Consolidated Financial Statements

 



 

FIBERMARK NORTH AMERICA, INC. AND
FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

CONDENSED COMBINED AND CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME

($ in thousands)

(Unaudited)

 

 

 

Six Months Ended
June 30, 2015

 

Combined net income

 

$

15

 

Currency translation adjustment

 

40

 

Combined comprehensive income

 

55

 

Comprehensive loss attributable to noncontrolling interest

 

(15

)

Comprehensive income attributable to FiberMark

 

$

70

 

 

See Notes to Condensed Consolidated Financial Statements

 



 

FIBERMARK NORTH AMERICA, INC. AND
FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

CONDENSED COMBINED AND CONSOLIDATED BALANCE SHEET

($ in thousands)

(Unaudited)

 

 

 

June 30, 2015

 

ASSETS

 

 

 

Current Assets

 

 

 

Cash and cash equivalents

 

$

6,265

 

Accounts receivable, net of allowance of $739

 

17,048

 

Inventories

 

24,233

 

Prepaid expenses and other current assets

 

1,642

 

Deferred income taxes

 

2,645

 

Prepaid income taxes

 

1,457

 

Total Current Assets

 

53,290

 

Property, Plant and Equipment, at cost

 

88,126

 

Less accumulated depreciation

 

(44,112

)

Property, plant and equipment—net

 

44,014

 

Intangible Assets, net

 

51,534

 

Goodwill

 

65,996

 

Deferred financing costs, net

 

2,177

 

TOTAL ASSETS

 

$

217,011

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

Current Liabilities

 

 

 

Debt payable within one year

 

$

8,978

 

Accounts payable

 

8,250

 

Accrued expenses

 

8,797

 

Total Current Liabilities

 

26,025

 

Long-term debt, less current portion

 

72,563

 

Deferred Income Taxes

 

25,793

 

Other long-term liabilities

 

12,997

 

TOTAL LIABILITIES

 

137,378

 

Contingencies and Legal Matters

 

 

 

Total FiberMark equity

 

79,242

 

Noncontrolling interest

 

391

 

TOTAL EQUITY

 

79,633

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

217,011

 

 

See Notes to Condensed Consolidated Financial Statements

 



 

FIBERMARK NORTH AMERICA, INC. AND
FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands)

(Unaudited)

 

 

 

Six Months Ended
June 30, 2015

 

OPERATING ACTIVITIES

 

 

 

Net income

 

$

15

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

Depreciation and amortization

 

5,304

 

Share-based compensation awards expense

 

79

 

Bad debt expense

 

67

 

Deferred income taxes

 

(888

)

Increase in working capital

 

(2,932

)

Other long-term liabilities

 

(332

)

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

1,313

 

INVESTING ACTIVITIES

 

 

 

Acquisition of property, plant and equipment

 

(1,968

)

Net assets of acquired companies, net of cash acquired

 

385

 

NET CASH USED IN INVESTING ACTIVITIES

 

(1,583

)

FINANCING ACTIVITIES

 

 

 

Net borrowing on revolving credit line

 

(500

)

Repayments of long-term debt

 

(487

)

Debt issuance costs

 

(336

)

NET CASH USED IN FINANCING ACTIVITIES

 

(1,323

)

Effect of exchange rate changes on cash

 

(196

)

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

(1,789

)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

 

8,054

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

6,265

 

 

 

 

 

Supplemental cash flow information

 

 

 

Interest paid

 

$

2,803

 

Income taxes paid

 

$

760

 

 

See Notes to Condensed Consolidated Financial Statements

 



 

FIBERMARK NORTH AMERICA, INC. AND

FIBERMARK RED BRIDGE INTERNATIONAL, LTD.

NOTES TO CONDENSED COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except as noted)

 

Note 1 - Background and Basis of Presentation

 

Background

 

FiberMark North America, Inc. and FiberMark Red Bridge International, Ltd. (collectively “FiberMark” or the “Company”) produce specialty fiber-based materials in North America and the United Kingdom (U.K.). Headquartered in West Springfield, Massachusetts, the Company currently operates seven production facilities located in the eastern region of the United States (U.S.) and one in the U.K. from which it serves its customers worldwide.

 

Pursuant to the terms of the Cooperative Agreement dated September 8, 2011, a joint venture (“JV”) was formed by and among FiberMark North America, Inc., holding 51% and CYP Specialty Paper (Shanghai) Co. Ltd. together with Paper World Co. Ltd., (CYP), holding 49%.  Subsequently, on January 17, 2012, the JV established a Hong Kong company, FiberMark CYP Co., Limited (“HK”).  In 2012, the HK JV company further formed Avante, Co., Ltd (“Avante”) a wholly-foreign owned company in the People’s Republic of China for the purpose of trading and manufacturing certain agreed-upon products.  The accounts of Avante have been consolidated with FiberMark North America, Inc.  All significant intercompany balances and transactions have been eliminated in consolidation.  Prior to 2014, the JV had no significant activity.

 

Basis of Consolidation and Presentation

 

These statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  Management believes that the disclosures made are adequate for a fair presentation of the Company’s results of operations, financial position and cash flows. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the results of operations, financial position and cash flows for the interim periods presented herein.  The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make extensive use of estimates and assumptions that affect the reported amounts and disclosures.  Actual results may vary from these estimates.

 

These condensed combined and consolidated financial statements should be read in conjunction with FiberMark’s combined and consolidated financial statements and notes thereto for the year ended December 31, 2014.  The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year.

 

The condensed consolidated financial statements of FiberMark and its subsidiaries included herein are unaudited, except for the December 31, 2014 condensed consolidated balance sheet, which was derived from audited financial statements. The combined financial statements include FiberMark North America, Inc. and FiberMark Red Bridge International, Ltd. All significant intercompany transactions and accounts have been eliminated in combination.  FiberMark North America, Inc. includes the accounts of its 51% owned subsidiary, Avante. All significant intercompany balances and transactions have been eliminated in consolidation.

 

On December 28, 2007, the Company was acquired by ASP FiberMark Holdings, LLC (the “Parent Company”), which is owned by American Securities Capital Partners, LLC, together with certain minority holders. In connection with this acquisition, the accounts of the Company have been adjusted using the push-down basis of accounting to recognize the allocation of the consideration paid to the respective net assets acquired.

 

Note 2 - Inventories

 

The following table presents inventories by major class:

 

 

 

June 30, 2015

 

Raw materials

 

$

6,737

 

Work in progress

 

11,799

 

Finished goods

 

5,368

 

Finished goods on consignment

 

329

 

Total

 

$

24,233

 

 



 

Note 3 - Intangible assets

 

The following table presents changes in the carrying amount of goodwill for the six months ended June 30, 2015:

 

Balance at December 31, 2014

 

$

65,961

 

Foreign currency translation adjustment

 

35

 

Balance at June 30, 2015

 

$

65,996

 

 

The following table provides the gross carrying value and accumulated amortization for each class of intangible assets:

 

 

 

 

 

June 30, 2015

 

 

 

Useful Life

 

Gross
Amount

 

Accumulated
Amortization

 

Amortizable intangible assets:

 

 

 

 

 

 

 

Customer relationships

 

15 years

 

$

59,981

 

$

(29,889

)

Technology

 

10 years

 

2,400

 

(1,800

)

Software

 

10 years

 

300

 

(225

)

Total amortizable intangible assets

 

 

 

62,681

 

(31,914

)

Indefinite lived intangible assets:

 

 

 

 

 

 

 

Trademarks

 

 

14,953

 

 

 

Corporate name

 

 

5,814

 

 

 

Total

 

 

 

$

83,448

 

$

(31,914

)

 

For the six months ended June 30, 2015, intangible assets decreased by $0.1 million due to changes in foreign currency exchange rates.

 

Note 4 - Debt

 

On December 28, 2007, in connection with the sale transaction, FiberMark North America, Inc. entered into a revolving credit and term loan agreement with General Electric Capital Corporation as lead lender and agent to certain other financial institutions as lender and documentation agent. The credit facility is secured by substantially all of the Company’s assets.

 

Effective December 7, 2012, the Company agreed to an amended and restated credit agreement.  Terms under the $102 million facility are as follows:

 

Base Rate Index/Type

 

Margin Over Index

LIBOR

 

5.50%

LIBOR Floor

 

1.25%

Prime rate

 

4.50%

Unused line fee

 

0.50%

Agency fee

 

$75,000 annually

 

The amended and restated facility provides for a $12.0 million revolving credit facility, with advances repayable daily and matures on December 28, 2017.  The borrowing rates are determined at the Company’s discretion based on the terms of the agreement.  The outstanding balance on this facility was $2.5 million at June 30, 2015.

 



 

Long-term debt is summarized as follows:

 

 

 

June 30, 2015

 

Term loan - Optional interest rate at LIBOR plus applicable margin (6.75% as of June 30, 2015), payable quarterly or monthly, or prime plus applicable margin (7.75% as of June 30, 2015), payable monthly, due December 28, 2017.

 

$

79,041

 

Less current portion

 

6,478

 

Long-term portion

 

$

72,563

 

 

The credit facility is subject to quarterly covenants, which among other things, requires the Company to maintain certain financial ratios.  The company was in default on the leverage covenant at the December 31, 2014 reporting period.  On March 21, 2015, the Company entered into a waiver and amendment agreement with the lenders which included a revision of the leverage covenants.

 

Note 5 - Restructuring

 

In 2014, 2013, 2010, and 2009, in response to a weakening economy, management committed to a performance improvement plan that included a company-wide workforce reduction, elimination of certain product lines and a re-alignment of work flows at and between locations.

 

The following is a reconciliation of the beginning and ending balances of the restructuring liability (in thousands):

 

 

 

December 31, 2014

 

2015 Provision

 

2015 Charges and
Expenditures

 

June 30, 2015

 

Other costs

 

$

858

 

$

 

$

(159

)

$

699

 

 

 

$

858

 

$

 

$

(159

)

$

699

 

 

Note 6 - Employee benefit plans

 

Multi-employer plan

 

The hourly employees at the Lowville, New York, facility are covered by a multi-employer defined benefit plan.  For the six months ended June 30, 2015, the Company’s expense under this plan was $30 thousand.

 

The Company contributes to a multi-employer pension plan under a collective bargaining agreement which provide retirement benefits for its various union employees.  The risks of participating in multi-employer plans are different from single employer plans as assets contributed are available to provide benefits to employees of other employers and unfunded obligations from an employer that discontinues contributions are the responsibility of all remaining employers.  In addition, in the event of a plan’s termination or the Company’s withdrawal from a plan, the Company may be liable for a portion of the plan’s unfunded vested benefits.  The Company does not anticipate withdrawal from the plans, nor is the Company aware of any expected plan terminations. The Company’s contributions to these plans were less than 5% of each such plan’s total contributions.

 

Defined contribution plans

 

The Company has several qualified defined contribution plans covering certain hourly and salaried employees.  The plans permit employee salary deferrals up to 75% of salary, with the Company match ranging from 0% to 3%, depending on the plan and the level of employee deferral.  For the six months ended June 30, 2015, employer contributions to the defined contribution plans were $0.3 million.

 



 

Defined benefit plans

 

The Company sponsored a qualified defined benefit plan covering certain U.S. employees. This plan became fully frozen during 2009 and plan assets are invested principally in equity, government, corporate debt securities and other fixed income mutual funds. The Company annually contributes to the U.S. plan at least the minimum amount as required by the Employee Retirement Income Security Act of 1974.

 

As part of the Crocker acquisition in 2014, the Company assumed the liability of the Crocker pension plan. This plan was frozen and merged into the Company’s U.S. Plan during 2014.

 

The Company sponsors a defined benefit plan covering all U.K. employees, which is designed to provide a monthly pension upon retirement.  This plan became fully frozen during 2011 and plan assets are primarily invested in equity mutual funds.

 

Net periodic pension expense included the following components for the six months ended June 30, 2015:

 

Interest cost

 

$

965

 

Expected return on plan assets

 

(1,374

)

Net amortization and deferral:

 

 

 

Unrecognized loss

 

296

 

Net periodic pension income

 

$

(113

)

 

The estimated employer contributions for fiscal year 2015 are $0.7 million and $0.1 million for the U.S. and U.K. pension plans, respectively.

 

Note 7 - Share-based compensation

 

Profits interest

 

The Parent Company of FiberMark North America, Inc., and FiberMark Red Bridge International, Ltd. created a profits interest plan, which authorized the grant of up to 100,000 profits interests to selected officers and employees of the Company. Although profits interest holders are entitled to profits in the Parent Company, the holders are officers or employees of the Company, and the related compensation expense is required to be recorded on the Company’s financial statements. Profits interests are settled in shares of the Parent Company.  Grants generally become vested at the end of the seventh year after the date of grant and do not expire, even upon termination of employment.  The profits interest plan provides for acceleration of vesting based on certain criteria as defined in the plan including a change in control.

 



 

No units were granted or exercised during the six months ended June 30, 2015. The Company recognized approximately $0.1 million of compensation expense for the six months ended June 30, 2015.

 

Note 8 - Concentrations

 

Concentrations of credit risk

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and trade receivables.  The Company maintains its cash with high-credit quality financial institutions.  At times, such amounts may exceed Federally insured limits.  At June 30, 2015, the Company had cash balances that exceeded Federally insured limits of $5.8 million.  Concentrations of credit risk with respect to trade accounts receivable are mitigated by the large number of customers comprising the Company’s customer base, their dispersion across different geographic areas, and generally short payment terms. In addition, the Company closely monitors the extension of credit to its customers while maintaining allowances for potential credit losses. The Company evaluates its trade accounts receivable and establishes an allowance for doubtful accounts, based on a history of past write-offs and collections and current credit considerations.

 

The following tables set forth total assets and net assets by geographic area:

 

 

 

June 30, 2015

 

 

 

Total assets

 

Net assets

 

US

 

$

206,357

 

$

74,138

 

UK

 

18,623

 

5,771

 

Eliminations

 

(7,969

)

(276

)

 

 

$

217,011

 

$

79,633

 

 

Collective bargaining agreement

 

In the U.S. and the U.K., approximately 78% of the Company’s hourly employees are union members. The Company’s union employees are covered under various collective bargaining agreements, which expire at various times between 2015 through 2017. The agreement at Reading, Pennsylvania expires in September 2015 and the agreement at Brattleboro, Vermont expires in August 2015.  The agreement at Lowville, New York expires in November 2016.  The agreement at Fitchburg, Massachusetts expires in August 2017. The agreement at Bolton, England expired in May 2015. As of June 30, 2015, employees covered under agreements that expire in the next 12-months represent approximately 41% of all hourly employees of the Company.

 

Major supplier

 

The Company has a long-standing relationship with DuPont, a supplier of Tyvek®, and has never experienced a significant disruption in supply.  Although the Company is an approved DuPont converter and believes that it has a good relationship with DuPont, there can be no assurance that it will be able to continuously purchase adequate supplies of Tyvek®. Any material interruption in the supply of Tyvek® could have a material adverse effect on the financial condition or results of operations of the Company.

 

Major customers

 

For the six month ended June 30, 2015, sales to the Company’s largest customer exceeded 10% of total sales.  Sales to the top two customers in 2015 were 12.0% and 8.5%, respectively. Accounts receivable from these customers were approximately 20% of total accounts receivable at June 30, 2015.

 



 

Note 9 - Transactions with related parties

 

For the six month ended June 30, 2015 and 2014, the Company engaged in certain related-party transactions with the majority owner of the Parent Company.  Management and financial advisory consulting fees of $0.5 million and $0.5 million were paid for the six month ended June 30, 2015 and 2014, respectively.

 

Note 10 - Commitments and contingencies

 

The Company operates and invests in manufacturing and converting activities that adhere to environmental laws and regulations. Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Recoveries from third parties that are likely to be realized, if any, are separately recorded, and are not offset against the related liability. For the six month ended June 30, 2015, the Company spent $0.8 million, for environmental purposes.

 

At June 30, 2015, the Company had outstanding $2.3 million in letters of credit, which reduce the Company’s available credit facilities.

 

The Company is subject from time to time to legal proceedings arising in connection with its business. It is management’s opinion that the ultimate resolution of such matters will not have a material adverse effect on the financial position of the Company.

 

Note 11 - Fair value of financial instruments

 

The Company’s material financial instruments at June 30, 2015 for which disclosure of estimated fair value is required by certain accounting standards consisted of cash, accounts receivable, accounts payable, accrued expenses and long-term debt.  The fair values of cash, accounts receivable, accounts payable and accrued expenses are equal to their carrying value because of their liquidity and short-term nature.  Based on borrowing rates currently available to the Company for similar debt instruments, the fair value of the long-term debt approximates its carrying value.