Background and Basis of Presentation | Note 1. Background and Basis of Presentation Background 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. See Note 11, “Business Segment Information.” Basis of Consolidation and Presentation 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. 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. The condensed consolidated financial statements of Neenah and its subsidiaries included herein are unaudited. The condensed consolidated financial statements include the financial statements of the Company and its wholly owned and majority owned subsidiaries. Intercompany balances and transactions have been eliminated from the condensed consolidated financial statements. The condensed consolidated statement of operations and related notes to the condensed consolidated financial statements for the three and six months ended June 30, 2015 have been revised to report the results of the Company’s former wall covering mill located in Lahnstein, Germany (the “Lahnstein Mill”) as discontinued operations. See Note 10, “Discontinued Operations.” In July 2015, the Company reorganized its internal management structure and, accordingly, addressed its segment reporting structure. Segment information for the three and six months ended June 30, 2015 has been revised to conform to the current period presentation. See Note 11, “Business Segment Information.” Earnings per Share (“EPS”) The following table presents the computation of basic and diluted EPS (dollars in millions except per share amounts, shares in thousands): Earnings Per Basic Common Share Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Income from continuing operations $ $ $ $ Amounts attributable to participating securities ) ) ) ) Income from continuing operations available to common stockholders (Loss) Income from discontinued operations, net of income taxes ) ) Net income available to common stockholders $ $ $ $ Weighted-average basic shares outstanding Basic earnings per share Continuing operations $ $ $ $ Discontinued operations ) ) $ $ $ $ Earnings Per Diluted Common Share Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Income from continuing operations $ $ $ $ Amounts attributable to participating securities ) ) ) ) Income from continuing operations available to common stockholders (Loss) Income from discontinued operations, net of income taxes ) ) Net income available to common stockholders $ $ $ $ Weighted-average basic shares outstanding Add: Assumed incremental shares under stock compensation plans (a) Weighted-average diluted shares Diluted earnings per share Continuing operations $ $ $ $ Discontinued operations ) ) $ $ $ $ (a) For the three months ended June 30, 2016, there were no antidilutive options. For the three months ended June 30, 2015, approximately 90,000 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 six months ended June 30, 2016 and 2015, approximately 111,000 and 45,000 potentially dilutive options, respectively, 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. Fair Value of Financial Instruments 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 following table presents the carrying value and the fair value of the Company’s debt. June 30, 2016 December 31, 2015 Carrying Value Fair Value (a)(b) Carrying Value Fair Value (a)(b) 2021 Senior Notes (5.25% fixed rate) $ $ $ $ Global Revolving Credit Facilities (variable rates) German loan agreement (2.45% fixed rate) Total debt $ $ $ $ (a) The fair value for all debt instruments was estimated from Level 2 measurements. (b) 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. As of June 30, 2016, the Company had $3.5 million in marketable securities classified as “Other Assets” on the condensed consolidated balance sheet. The cost of such marketable securities was $3.4 million. Fair value for the Company’s marketable securities was estimated from Level 1 inputs. The Company’s marketable securities are designated for the payment of benefits under its supplemental employee retirement plan (“SERP”). As of June 30, 2016, Neenah Germany had investments of $1.6 million that were restricted to the payment of certain post-retirement employee benefits of which $0.5 million and $1.1 million are classified as “Prepaid and other current assets” and “Other Assets”, respectively, on the condensed consolidated balance sheet. |