Background and Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 |
Background and Basis of Presentation | |
Background and Basis of Presentation | |
Note 1. Background and Basis of Presentation |
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Background |
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Neenah Paper, Inc. (“Neenah” or the “Company”), is a Delaware corporation incorporated in April 2004. The Company has two primary operations: its technical products business and its fine paper and packaging business (formerly known as the fine paper business). On January 1, 2015, we changed the name of our fine paper business to fine paper and packaging. The name change better reflects the increasing importance, and plans for continued growth, of our premium packaging products. |
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The technical products business is an international producer of transportation, water and other filter media and durable, saturated and coated substrates for industrial products, backings and a variety of other end markets. The fine paper and packaging business is a supplier of premium printing, packaging and other high end specialty papers primarily in North America. The Company’s premium writing, text and cover papers, and specialty papers are used in commercial printing and imaging applications for corporate identity packages, invitations, personal stationery and high-end advertising, as well as premium labels and luxury packaging. |
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On July 1, 2014, the Company purchased all of the outstanding equity of Crane Technical Materials, Inc. from Crane & Co., Inc. for approximately $72 million. The acquired technical materials business provides performance-oriented wet laid nonwovens media for filtration end markets as well as environmental, energy and industrial uses. The technical materials business has two manufacturing facilities in Pittsfield, Massachusetts. The results of this business are reported in the Technical Products segment from the date of acquisition. See Note 3, “Acquisitions.” |
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Basis of Consolidation and Presentation |
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These statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, in accordance with those rules and regulations, do not include all information and footnote disclosures normally included in financial statements 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. |
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These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year. |
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The condensed consolidated financial statements of Neenah 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 condensed consolidated financial statements include the financial statements of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated from the condensed consolidated financial statements. |
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Earnings per Share (“EPS”) |
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Diluted EPS was calculated to give effect to all potentially dilutive non-participating common share equivalents using the “Treasury Stock” method. Outstanding stock options, stock appreciation rights (“SARs”) and target awards of Restricted Stock Units (“RSUs”) with performance conditions (“Performance Units”) represent the only potentially dilutive non-participating security effects on the Company’s weighted-average shares. For the three months ended March 31, 2015 and 2014 approximately 45,000 potentially dilutive options were excluded from the computation of dilutive common shares because the exercise price of such options exceeded the average market price of the Company’s common stock for the respective three month periods during which the options were outstanding. |
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The following table presents the computation of basic and diluted EPS (dollars in millions except per share amounts, shares in thousands): |
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Earnings Per Basic Common Share |
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| | Three Months Ended March 31, | | | | | | | |
| | 2015 | | 2014 | | | | | | | |
Net income | | $ | 16.3 | | $ | 13.2 | | | | | | | |
Distributed and undistributed amounts allocated to participating securities | | (0.2 | ) | (0.2 | ) | | | | | | |
Net income available to common stockholders | | $ | 16.1 | | $ | 13 | | | | | | | |
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Weighted-average basic shares outstanding | | 16,737 | | 16,459 | | | | | | | |
Basic | | $ | 0.96 | | $ | 0.79 | | | | | | | |
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Earnings Per Diluted Common Share |
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| | Three Months Ended March 31, | | | | | | | |
| | 2015 | | 2014 | | | | | | | |
Net income | | $ | 16.3 | | $ | 13.2 | | | | | | | |
Distributed and undistributed amounts allocated to participating securities | | (0.2 | ) | (0.2 | ) | | | | | | |
Net income available to common stockholders | | $ | 16.1 | | $ | 13 | | | | | | | |
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Weighted-average basic shares outstanding | | 16,737 | | 16,459 | | | | | | | |
Add: Assumed incremental shares under stock compensation plans | | 251 | | 310 | | | | | | | |
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Weighted-average diluted shares | | 16,988 | | 16,769 | | | | | | | |
Diluted | | $ | 0.95 | | $ | 0.78 | | | | | | | |
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Fair Value of Financial Instruments |
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The Company measures the fair value of financial instruments in accordance with Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) which establishes a framework for measuring fair value. ASC Topic 820 provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The asset’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques attempt to maximize the use of observable inputs and minimize the use of unobservable inputs. |
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The Company’s investments in marketable securities are accounted for as “available-for-sale securities” in accordance with ASC Topic 320, Investments — Debt and Equity Securities (“ASC Topic 320”). Pursuant to ASC Topic 320, marketable securities are reported at fair value on the condensed consolidated balance sheet and temporary unrealized holding gains and losses are reported in other comprehensive income until realized upon sale. As of March 31, 2015, the Company had $3.3 million in marketable securities classified as “Other Assets” on the condensed consolidated balance sheet. The cost of such marketable securities was $3.2 million. Fair value for the Company’s marketable securities was estimated from Level 1 inputs. The Company’s marketable securities are restricted to the payment of benefits under its supplemental retirement contribution plan (the “SERP”). |
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The fair value of short and long-term debt is estimated using rates currently available to the Company for debt of the same remaining maturities. The following table presents the carrying value and the fair value of the Company’s debt. |
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| | March 31, 2015 | | December 31, 2014 | |
| | Carrying | | Fair Value (a) | | Carrying | | Fair Value (a) | |
Value | Value |
2021 Senior Notes (5.25% fixed rate) | | $ | 175.0 | | $ | 172.4 | | $ | 175.0 | | $ | 169.6 | |
Global Revolving Credit Facilities (variable rates) | | 39.1 | | 39.1 | | 48.7 | | 48.7 | |
Second German Loan Agreement (2.5% fixed rate) | | 9.1 | | 9.0 | | 10.6 | | 9.0 | |
Total debt | | $ | 223.2 | | $ | 220.5 | | $ | 234.3 | | $ | 227.3 | |
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| (a) | | The fair value for all debt instruments was estimated from Level 2 measurements. | | | | | | | | | | |
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