Exhibit 99.2
Paperweight Development Corp.
and Subsidiaries
(debtor-in-possession)
Q3 2017 Financial Statements
(unaudited)
For satisfaction of Section 6.01(b) of the Superpriority SeniorDebtor-in-Possession Credit Agreement
dated as of October 2, 2017.
Privileged and Confidential. Prepared at the direction of legal counsel.

PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES
(debtor-in-possession)
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(dollars in thousands, except share data)
| | | | | | | | |
| | October 1, 2017 | | | December 31, 2016 | |
ASSETS | | | | | | | | |
Current assets | | | | | | | | |
Cash and cash equivalents | | $ | 9,063 | | | $ | 6,397 | |
Accounts receivable, less allowance for doubtful accounts of $400 and $323, respectively | | | 55,387 | | | | 41,297 | |
Inventories | | | 94,159 | | | | 86,392 | |
Other current assets | | | 6,423 | | | | 4,478 | |
| | | | | | | | |
Total current assets | | | 165,032 | | | | 138,564 | |
Property, plant and equipment, net | | | 196,805 | | | | 206,413 | |
Intangible assets, net | | | 32,983 | | | | 34,697 | |
Other assets | | | 8,053 | | | | 7,495 | |
| | | | | | | | |
Total assets | | $ | 402,873 | | | $ | 387,169 | |
| | | | | | | | |
LIABILITIES, REDEEMABLE COMMON STOCK, ACCUMULATED DEFICIT AND ACCUMULATED OTHER COMPREHENSIVE INCOME | | | | | | | | |
Current liabilities | | | | | | | | |
Current portion of long-term debt, net | | $ | 240,185 | | | $ | 982 | |
Accounts payable | | | — | | | | 49,433 | |
Accrued interest | | | 623 | | | | 3,258 | |
Other accrued liabilities | | | 41,477 | | | | 44,939 | |
| | | | | | | | |
Total current liabilities | | | 282,285 | | | | 98,612 | |
Long-term debt, net | | | — | | | | 437,515 | |
Postretirement benefits other than pension | | | — | | | | 20,842 | |
Accrued pension | | | — | | | | 111,963 | |
Other long-term liabilities | | | 50 | | | | 30,536 | |
Liabilities subject to compromise | | | 462,814 | | | | — | |
Commitments and contingencies (Note 12) | | | — | | | | — | |
Redeemable common stock, $0.01 par value, shares authorized: 30,000,000, shares issued and outstanding: 5,823,112 and 6,260,418 | | | 91,760 | | | | 100,641 | |
Accumulated deficit | | | (450,573 | ) | | | (431,887 | ) |
Accumulated other comprehensive income | | | 16,537 | | | | 18,947 | |
| | | | | | | | |
Total liabilities, redeemable common stock, accumulated deficit and accumulated other comprehensive income | | $ | 402,873 | | | $ | 387,169 | |
| | | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES
(debtor-in-possession)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited)
(dollars in thousands)
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended October 1, 2017 | | | For the Three Months Ended October 2, 2016 | | | For the Nine Months Ended October 1, 2017 | | | For the Nine Months Ended October 2, 2016 | |
Net sales | | $ | 163,513 | | | $ | 169,189 | | | $ | 494,183 | | | $ | 523,280 | |
Cost of sales | | | 132,750 | | | | 139,852 | | | | 404,040 | | | | 427,486 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 30,763 | | | | 29,337 | | | | 90,143 | | | | 95,794 | |
Selling, general and administrative expenses | | | 23,677 | | | | 25,917 | | | | 71,362 | | | | 78,922 | |
| | | | | | | | | | | | | | | | |
Operating income (loss) | | | 7,086 | | | | 3,420 | | | | 18,781 | | | | 16,872 | |
Other expense | | | | | | | | | | | | | | | | |
Interest expense, net | | | 12,356 | | | | 10,179 | | | | 36,582 | | | | 30,550 | |
Debt modification/extinguishment expense | | | 2,365 | | | | — | | | | 2,365 | | | | — | |
Reorganization items, net | | | 3,070 | | | | — | | | | 3,070 | | | | — | |
Foreign exchange (gain) loss | | | (203 | ) | | | 95 | | | | (771 | ) | | | (223 | ) |
Other expense | | | 351 | | | | 280 | | | | 937 | | | | 802 | |
| | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | (10,853 | ) | | | (7,134 | ) | | | (23,402 | ) | | | (14,257 | ) |
Provision for income taxes | | | (97 | ) | | | 76 | | | | 43 | | | | 234 | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | | (10,756 | ) | | | (7,210 | ) | | | (23,445 | ) | | | (14,491 | ) |
Other comprehensive income (loss): | | | | | | | | | | | | | | | | |
Changes in retiree plans | | | (913 | ) | | | (913 | ) | | | (2,738 | ) | | | (2,743 | ) |
Unrealized gains (losses) on derivatives | | | 400 | | | | 372 | | | | 328 | | | | (473 | ) |
| | | | | | | | | | | | | | | | |
Total other comprehensive income (loss) | | | (513 | ) | | | (541 | ) | | | (2,410 | ) | | | (3,216 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | $ | (11,269 | ) | | $ | (7,751 | ) | | $ | (25,855 | ) | | $ | (17,707 | ) |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
PAPERWEIGHT DEVELOPMENT CORP. AND SUBSIDIARIES
(debtor-in-possession)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
(unaudited)
(dollars in thousands)
| | | | | | | | |
| | October 1, 2017 | | | October 2, 2016 | |
Cash flows from operating activities: | | | | | | | | |
Net income (loss) | | $ | (23,445 | ) | | $ | (14,491 | ) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | | | | | | | | |
Depreciation | | | 17,128 | | | | 17,935 | |
Amortization of intangible assets and other | | | 1,989 | | | | 1,968 | |
Amortization of financing fees | | | 2,816 | | | | 1,429 | |
Amortization of debt discount | | | 823 | | | | 591 | |
Employer 401(k) noncash matching contributions | | | 915 | | | | 1,245 | |
Foreign exchange (gain) loss | | | (799 | ) | | | (260 | ) |
Noncash (gain) loss on hedging | | | 166 | | | | — | |
Loss (gain) on disposals of equipment | | | 14 | | | | 46 | |
(Increase)/decrease in assets and increase/(decrease) in liabilities: | | | | | | | | |
Accounts receivable | | | (13,760 | ) | | | (5,521 | ) |
Inventories | | | (7,660 | ) | | | 1,647 | |
Other current assets | | | (1,937 | ) | | | 1,950 | |
Accounts payable and other accrued liabilities | | | 13,825 | | | | (7,838 | ) |
Accrued pension | | | (3,614 | ) | | | 3,463 | |
Other, net | | | (4,929 | ) | | | (3,309 | ) |
| | | | | | | | |
Net cash provided (used) by operating activities | | | (18,468 | ) | | | (1,145 | ) |
Cash flows from investing activities: | | | | | | | | |
Proceeds from sale of equipment | | | 4 | | | | 46 | |
Additions to property, plant and equipment | | | (6,984 | ) | | | (11,521 | ) |
| | | | | | | | |
Net cash provided (used) by investing activities | | | (6,980 | ) | | | (11,475 | ) |
Cash flows from financing activities: | | | | | | | | |
Debt acquisition costs | | | (800 | ) | | | — | |
Proceeds of first lien term loan | | | 20,000 | | | | — | |
Payments relating to capital lease obligations | | | (190 | ) | | | (208 | ) |
Proceeds from revolving line of credit | | | 411,265 | | | | 271,400 | |
Payments of revolving line of credit | | | (381,300 | ) | | | (258,000 | ) |
Payments of State of Ohio loans | | | (899 | ) | | | (1,167 | ) |
Proceeds from issuance of redeemable common stock | | | 708 | | | | 850 | |
Payments to redeem common stock | | | (5,490 | ) | | | (6,093 | ) |
Increase (decrease) in cash overdraft | | | (15,208 | ) | | | 7,669 | |
| | | | | | | | |
Net cash provided (used) by financing activities | | | 28,086 | | | | 14,451 | |
Effect of foreign exchange rate changes on cash and cash equivalents | | | 28 | | | | 37 | |
Change in cash and cash equivalents | | | 2,666 | | | | 1,868 | |
Cash and cash equivalents at beginning of period | | | 6,397 | | | | 1,817 | |
| | | | | | | | |
Cash and cash equivalents at end of period | | $ | 9,063 | | | $ | 3,685 | |
| | | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.