Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 23, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | Neenah Paper Inc | |
Entity Central Index Key | 1,296,435 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 16,745,000 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Net sales | $ 231.6 | $ 215.3 | $ 657.3 | $ 636.1 |
Cost of products sold | 183.2 | 174 | 511.4 | 508.2 |
Gross profit | 48.4 | 41.3 | 145.9 | 127.9 |
Selling, general and administrative expenses | 21.2 | 18.7 | 61.6 | 56.4 |
Acquisition and restructuring costs | 2.9 | 0.9 | 2.9 | 1.4 |
Other (income) expense - net | (0.1) | 0.9 | 0.5 | |
Operating income | 24.4 | 21.7 | 80.5 | 69.6 |
Interest expense - net | 2.9 | 2.7 | 8.7 | 8.4 |
Income from continuing operations before income taxes | 21.5 | 19 | 71.8 | 61.2 |
Provision for income taxes | 8 | 5.6 | 25.8 | 20.4 |
Income from continuing operations | 13.5 | 13.4 | 46 | 40.8 |
Income (loss) from discontinued operations | (0.2) | 0.3 | 0.4 | 1.4 |
Loss on sale | (6.9) | (6.9) | ||
Income (loss) from discontinued operations before income taxes | (7.1) | 0.3 | (6.5) | 1.4 |
Income tax provision | 0.3 | 0.1 | 0.4 | 0.4 |
Income (loss) from discontinued operations, net of income taxes (Note 11) | (7.4) | 0.2 | (6.9) | 1 |
Net income | $ 6.1 | $ 13.6 | $ 39.1 | $ 41.8 |
Basic earnings (loss) per share | ||||
Continuing operations | $ 0.79 | $ 0.79 | $ 2.72 | $ 2.43 |
Discontinued operations | (0.43) | 0.02 | (0.41) | 0.06 |
Basic (in dollars per share) | 0.36 | 0.81 | 2.31 | 2.49 |
Diluted earnings (loss) per share | ||||
Continuing operations | 0.78 | 0.78 | 2.68 | 2.39 |
Discontinued operations | (0.43) | 0.02 | (0.40) | 0.06 |
Diluted (in dollars per share) | $ 0.35 | $ 0.80 | $ 2.28 | $ 2.45 |
Weighted Average Common Shares Outstanding (in thousands) | ||||
Basic (in shares) | 16,738 | 16,627 | 16,737 | 16,543 |
Diluted (in shares) | 16,949 | 16,913 | 16,991 | 16,831 |
Cash Dividends Declared Per Share of Common Stock (in dollars per share) | $ 0.30 | $ 0.27 | $ 0.90 | $ 0.75 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income | $ 6.1 | $ 13.6 | $ 39.1 | $ 41.8 |
Unrealized foreign currency translation gain (loss) | 1.8 | (14) | (9.1) | (15.7) |
Reclassification of amortization of adjustments to pension and other postretirement benefit liabilities recognized in net periodic benefit cost (Note 6) | 1.8 | 1.1 | 5.4 | 3.4 |
Unrealized gain on "available-for-sale" securities | 0.1 | |||
Income (loss) from other comprehensive income items | 3.6 | (12.9) | (3.7) | (12.2) |
Provision for income taxes | 0.7 | 0.4 | 2 | 1.3 |
Other comprehensive income (loss) | 2.9 | (13.3) | (5.7) | (13.5) |
Comprehensive income | $ 9 | $ 0.3 | $ 33.4 | $ 28.3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 5.5 | $ 72.6 |
Accounts receivable (less allowances of $2.1 million and $1.5 million) | 115.4 | 84.7 |
Inventories | 119.8 | 101.2 |
Deferred income taxes | 19.9 | 15.8 |
Prepaid and other current assets | 15.6 | 14.3 |
Assets held for sale (Note 11) | 38.1 | 46.3 |
Total Current Assets | 314.3 | 334.9 |
Property, Plant and Equipment | ||
Property, Plant and Equipment, at cost | 677.4 | 598.9 |
Less accumulated depreciation | 366.7 | 357.2 |
Property, plant and equipment-net | 310.7 | 241.7 |
Deferred Income Taxes | 5.8 | 29.9 |
Goodwill | 74.4 | 50.5 |
Intangible Assets - net | 80.6 | 56.6 |
Other Assets | 15.7 | 17 |
TOTAL ASSETS | 801.5 | 730.6 |
Current Liabilities | ||
Debt payable within one year | 1.3 | 1.4 |
Accounts payable | 56.1 | 44.5 |
Accrued expenses | 53.7 | 43.8 |
Liabilities related to facilities held for sale (Note 11) | 27.4 | 27.3 |
Total Current Liabilities | 138.5 | 117 |
Long-term Debt | 244.9 | 232.9 |
Deferred Income Taxes | 23.8 | 9.9 |
Noncurrent Employee Benefits | 84.4 | 80.9 |
Other Noncurrent Obligations | 2.5 | 1.2 |
TOTAL LIABILITIES | $ 494.1 | $ 441.9 |
Contingencies and Legal Matters (Note 10) | ||
TOTAL STOCKHOLDERS' EQUITY | $ 307.4 | $ 288.7 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 801.5 | $ 730.6 |
CONDENSED CONSOLIDATED BALANCE5
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowances (in dollars) | $ 2.1 | $ 1.5 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
OPERATING ACTIVITIES | ||
Net income | $ 39.1 | $ 41.8 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 23.1 | 22.4 |
Stock-based compensation | 4.5 | 4.1 |
Excess tax benefit from stock-based compensation (Note 7) | (1.1) | (3) |
Deferred income tax provision | 12.3 | 18 |
Asset impairment related to discontinued operations | 5.5 | |
Non-cash effects of changes in liabilities for uncertain income tax positions | (0.1) | (2.3) |
(Gain) loss on asset dispositions | (0.1) | 0.1 |
(Increase) decrease in working capital, net of effect of acquisitions | (8.1) | 2.2 |
Pension and other postretirement benefits | 3.9 | (10.4) |
Other | 0.5 | (0.3) |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 79.5 | 72.6 |
INVESTING ACTIVITIES | ||
Capital expenditures | (25.7) | (15.2) |
Acquisitions (Note 3) | (118.2) | (72.4) |
Purchase of equity investment | (2.9) | |
Purchase of marketable securities | (0.1) | (0.4) |
Other | 0.5 | (0.1) |
NET CASH USED IN INVESTING ACTIVITIES | (143.5) | (91) |
FINANCING ACTIVITIES | ||
Long-term borrowings | 44 | |
Repayments of long-term debt | (27.2) | (5.2) |
Short-term borrowings | 6.5 | |
Repayments of short-term debt | (25.4) | |
Shares purchased (Note 9) | (6) | (0.5) |
Proceeds from exercise of stock options | 0.9 | 3.5 |
Excess tax benefits from stock-based compensation (Note 7) | 1.1 | 3 |
Cash dividends paid | (15.2) | (12.6) |
NET CASH USED IN FINANCING ACTIVITIES | (2.4) | (30.7) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (0.7) | (0.3) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (67.1) | (49.4) |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 72.6 | 73.4 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 5.5 | 24 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during period for interest, net of interest expense capitalized | 5.8 | 5.5 |
Cash paid during period for income taxes | 12.2 | 5.1 |
Non-cash investing activities: | ||
Liability for equipment acquired | 6 | $ 1.9 |
Liability related to acquisition | $ 0.3 |
Background and Basis of Present
Background and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Background and Basis of Presentation | |
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. 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. The technical products business is an international producer of fiber-formed, coated and/or saturated specialized media that delivers high performance benefits to customers. Included in this segment are filtration media, tape and abrasives backings products, and durable label and specialty substrate products. The fine paper and packaging business is a supplier of branded 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. On July 1, 2015, the Company reorganized its internal management structure and, accordingly, addressed its segment reporting structure. As a result of this reorganization, the Other operating segment (composed of the non-premium Index, Tag and Vellum Bristol product lines acquired as part of the purchase of the Wausau brands) was combined with the Fine Paper and Packaging operating segment to reflect the manner in which this business is managed. In addition, as part of the FiberMark acquisition, the Company acquired certain product lines composed of non-strategic papers sold to converters for end uses such as covering materials for datebooks, diaries, yearbooks and traditional photo albums. Due to the non-strategic nature of these products, management decided that they would not be managed as part of either the existing Fine Paper and Packaging or Technical Material businesses. As a result, effective August 1, 2015, these product lines represent an operating segment which does not meet the quantitative threshold for a reportable segment and are accordingly reported as an Other operating segment. See Note 12, “Business Segment Information.” On September 7, 2015, the Company reached an agreement for the sale of its paper mill located in Lahnstein, Germany (the “Lahnstein Mill”) to the Kajo Neukirchen Group (the “Buyer”) for cash proceeds of approximately $9 million. The sale was completed on October 31, 2015. For the three and nine months ended September 30, 2015, discontinued operations reported on the condensed consolidated statements of operations reflect the results of operations and the estimated loss on sale of the Lahnstein Mill. The condensed consolidated statements of operations for the three and nine months ended September 30, 2014 have been restated to report results of the Lahnstein Mill as discontinued operations. As of September 30, 2015 and December 31, 2014, the assets and liabilities of the Lahnstein Mill are classified as assets held for sale on the condensed consolidated balance sheet. See Note 11, “Discontinued Operations and Assets Held for Sale.” On August 1, 2015, the Company purchased all of the outstanding equity of ASP FiberMark, LLC (“FiberMark”) from ASP FiberMark Holdings, LLC (“American Securities”) for a purchase price of approximately $120 million (the “FiberMark Acquisition”). The purchase price of $120 million, subject to adjustments for acquired cash and a working capital true up, resulted in a cash payment of $123 million at closing, and was financed through $80 million of cash on hand and the balance from available borrowing capacity on the Company’s revolving credit facility. FiberMark is a specialty coatings and finishing company with a strong presence in luxury packaging and technical products. In September 2015, the Company announced the planned closure of the acquired Fitchburg, Massachusetts mill (the “Fitchburg Mill”) in the fourth quarter of 2015 to consolidate its manufacturing footprint. As of September 30, 2015, the assets and liabilities of the Fitchburg Mill are classified as Assets Held for Sale on the condensed consolidated balance sheet. See Note 3, “Acquisitions” and Note 11, “Discontinued Operations and Assets Held for Sale.” 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.” 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. All significant intercompany balances and transactions have been eliminated from the condensed consolidated financial statements. Earnings per Share (“EPS”) The Company’s restricted stock units (“RSUs”) are paid non-forfeitable common stock dividends and thus meet the criteria of participating securities. Accordingly, EPS has been calculated using the two-class method, under which earnings are allocated to both common stock and participating securities. Basic EPS has been computed by dividing net income allocated to common stock by the weighted average common shares used in computing basic EPS. For the computation of basic EPS, weighted average RSUs outstanding have been excluded from the calculation of weighted average shares outstanding. Diluted EPS has been computed by dividing net income allocated to common stock by the weighted average number of common shares used in computing basic EPS, further adjusted to include the dilutive impact of the exercise or conversion of common stock equivalents, such as stock options, stock appreciation rights (“SARs”) and target awards of Restricted Stock Units with performance conditions (“Performance Units”), into shares of common stock as if those securities were exercised or converted. For the three and nine months ended September 30, 2015, approximately 90,000 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 and nine month periods during which the options were outstanding. For the three and nine months ended September 30, 2014, approximately 5,000 and 20,000 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 and nine month periods during which the options were outstanding. The following table presents the computation of basic and diluted EPS (dollars in millions except per share amounts, shares in thousands): Earnings (Loss) Per Basic Common Share Three Months Ended Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Income from continuing operations $ $ $ $ Distributed and undistributed amounts allocated to participating securities ) ) ) ) Income from continuing operations available to common stockholders Income (loss) from discontinued operations, net of income taxes ) ) Undistributed amounts allocated to participating securities — — Net income available to common stockholders $ $ $ $ Weighted-average basic shares outstanding Basic earnings (loss) per share Continuing operations $ $ $ $ Discontinued operations ) ) $ $ $ $ Earnings (Loss) Per Diluted Common Share Three Months Ended Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Income from continuing operations $ $ $ $ Distributed and undistributed amounts allocated to participating securities ) ) ) ) Income from continuing operations available to common stockholders Income (loss) from discontinued operations, net of income taxes ) ) Undistributed amounts allocated to participating securities — — Net income available to common stockholders $ $ $ $ Weighted-average basic shares outstanding Add: Assumed incremental shares under stock compensation plans Weighted-average diluted shares Diluted earnings (loss) per share Continuing operations $ $ $ $ Discontinued operations ) ) $ $ $ $ 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 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. 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 September 30, 2015, the Company had $3.2 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 certain post-retirement benefits. 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. September 30, 2015 December 31, 2014 Carrying Value Fair Value (a) Carrying Value Fair Value (a) 2021 Senior Notes (5.25% fixed rate) $ $ $ $ Global Revolving Credit Facilities (variable rates) Second German Loan Agreement (2.5% fixed rate) Total debt $ $ $ $ (a) The fair value for all debt instruments was estimated from Level 2 measurements. |
Accounting Standard Changes
Accounting Standard Changes | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Standard Changes | |
Accounting Standard Changes | Note 2. Accounting Standard Changes In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers (“ASC Topic 606”). ASU 2014-09 supersedes the revenue recognition guidance in ASC Topic 605, Revenue Recognition. The core principle of the guidance in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016; however, in August 2015, the FASB issued ASU No. 2015-14, Revenue From Contracts With Customers (Topic 606) (“ASU No. 2015-14”) which affirmed its previously proposed one year deferral of the effective date for ASU 2014-09 to annual reporting periods and the interim periods within those years beginning after December 15, 2017. The Company is still evaluating the impact of adopting ASU 2014-09, but the adoption of ASU 2014-09 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (“ASU 2015-03”). ASU 2015-03 requires that unamortized debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts or premiums. ASU 2015-03 is effective for fiscal years, and the interim periods within those years, beginning after December 15, 2015. In August 2015, the FASB issued ASU No. 2015-15, Imputation of Interest (Subtopic 835-30) (“ASU No. 2015-15”). ASU No. 2015-15 updates the changes in ASU No. 2015-03 based on an announcement of the staff of the U.S. Securities and Exchange Commission. ASU No. 2015-15 provides an exception to ASU No. 2015-03 allowing debt issuance costs related to line-of-credit arrangements to continue to be presented as an asset regardless of whether there are any outstanding borrowings under such arrangement. The adoption of ASU 2015-03 and ASU No. 2015-15 is not expected to have a material impact on the Company’s consolidated financial position. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330) (“ASU No. 2015-11”). ASU No. 2015-11 makes changes to the subsequent measurement of inventory. Currently, an entity is required to measure its inventory at the lower of cost or market, whereby market can be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. ASU No. 2015-11 requires that inventory be measured at the lower of cost and net realizable value, thereby eliminating the use of the other two market methodologies. Net realizable value is defined as the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. These changes do not apply to inventories measured using LIFO (last-in, first-out) or the retail inventory method. Currently, the Company applies the net realizable value market option to measure non-LIFO inventories at the lower of cost or market. ASU No. 2015-11 is effective for fiscal years, and the interim periods within those years, beginning after December 15, 2016. The adoption of ASU No. 2015-11 is not expected to have a material impact on the Company’s consolidated financial position. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) - Simplifying the Accounting for Measurement-Period Adjustments (“ASU No. 2015-16”). ASU No. 2015-16 changes the accounting for measurement-period adjustments related to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill during the measurement period, as well as revise comparative information for prior periods presented within financial statements as needed, including revising income effects, such as depreciation and amortization, as a result of changes made to the balance sheet amounts of the acquiree. Such adjustments are required when new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts initially recognized or would have resulted in the recognition of additional assets or liabilities. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). ASU No. 2015-16 eliminates the requirement to make such retrospective adjustments, and, instead requires the acquiring entity to record these adjustments in the reporting period they are determined. Additionally, the changes require the acquiring entity to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period income by line item that would have been recorded in previous reporting periods if the adjustment to the balance sheet amounts had been recognized as of the acquisition date. ASU No. 2015-16 is effective for fiscal years, and the interim periods within those years, beginning after December 15, 2015. The Company is still evaluating the impact of adopting ASU 2015-16 on its consolidated financial position, results of operations and cash flows. As of September 30, 2015, no other amendments to the ASC had been issued that will have or are reasonably likely to have a material effect on the Company’s financial position, results of operations or cash flows . |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Acquisitions | |
Acquisitions | Note 3. Acquisitions Acquisition of FiberMark On August 1, 2015, the Company purchased all of the outstanding equity of ASP FiberMark, LLC (“FiberMark”) from ASP FiberMark Holdings, LLC (“American Securities”) for approximately $123 million. FiberMark is a specialty coatings and finishing company with a strong presence in luxury packaging and technical products. In September 2015, the Company announced the planned closure of the acquired Fitchburg Mill in the fourth quarter of 2015 to consolidate its manufacturing footprint. As of September 30, 2015, the assets and liabilities of the Fitchburg Mill are classified as Assets Held for Sale on the condensed consolidated balance sheet. See Note 11, “Discontinued Operations and Assets Held for Sale.” The Company accounted for the transaction using the acquisition method in accordance with ASC Topic 805 “Business Combinations.” The preliminary allocation of the purchase price is based on estimates of the fair value of assets acquired and liabilities assumed as of August 1, 2015 and are subject to adjustment as additional information is obtained. The Company has up to 12 months from the closing of the acquisition to finalize its valuations. Changes to the valuation of assets and liabilities acquired may result in adjustments to the carrying value of assets and liabilities acquired or goodwill. The Company has not identified any material unrecorded pre-acquisition contingencies. Prior to the end of the one-year purchase price allocation period, if information becomes available which would indicate it is probable that such events had occurred as of the acquisition date and the amounts can be reasonably estimated, such items will be included in the final purchase price allocation and may result in an adjustment to the carrying value of assets and liabilities acquired or goodwill. The Company did not recognize any in-process research and development assets as part of the acquisition. The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the assets acquired and liabilities, including $0.3 million of estimated amounts to be paid as part of the true-up of working capital, assumed: Assets Acquired Cash and cash equivalents $ Accounts receivable Inventories Deferred income taxes Prepaid and other current assets Property, plant and equipment Non-amortizable intangible assets Amortizable intangible assets Acquired goodwill Total assets acquired Liabilities Assumed Accounts payable Accrued expenses Deferred income taxes Noncurrent employee benefits Total liabilities assumed Net assets acquired $ The Company estimated the preliminary fair value of the assets and liabilities acquired in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. The preliminary fair value of amortizable and non-amortizable intangible assets was estimated by applying a royalty rate to projected revenue, net of tax impacts and adjusted for present value considerations. The Company estimated the preliminary fair value of acquired property, plant and equipment using a combination of cost and market approaches. In general, the preliminary fair value of other acquired assets and liabilities was estimated using the cost basis of the acquired FiberMark business. The excess of the purchase price over the preliminary estimated fair value of the tangible net assets and identifiable intangible assets acquired was recorded as acquired goodwill. The factors contributing to the amount of goodwill recognized are based on several strategic and synergistic benefits that are expected to be realized from the acquisition of FiberMark. These benefits include entry into profitable new markets for premium packaging, performance materials and specialty papers with new capabilities and recognized brands, synergies from combining the business with Neenah’s existing infrastructure, and the opportunity to accelerate sales growth in areas like premium packaging. None of the goodwill recognized as part of the FiberMark acquisition will be deductible for income tax purposes. However, the Company did acquire all of the tax attributes associated with the FiberMark assets and liabilities, including an insignificant amount of tax deductible goodwill. Approximately $19.7 million, $6.5 million and $0.5 million of the goodwill acquired in the FiberMark acquisition is allocated to the Technical Products, Fine Paper and Packaging and Other segments, respectively. For the three and nine months ended September 30, 2015, the Company incurred $2.0 million of acquisition and integration costs. The Company expects to incur an additional $3.2 million of integration costs during the fourth quarter. For the three months ended September 30, 2015, net sales and income from operations before income taxes for the acquired businesses were $24.1 million and $0.8 million (excluding the acquisition related costs described above), respectively. The following selected pro forma consolidated statements of operations data for the nine months ended September 30, 2015 and 2014 was prepared as though the FiberMark acquisition had occurred on January 1, 2014. The information does not reflect future events that may occur after September 30, 2015 or any operating efficiencies or inefficiencies that may result from the FiberMark acquisition. Therefore, the information is not necessarily indicative of results that would have been achieved had the businesses been combined during the periods presented or the results that the Company will experience going forward. Nine Months Ended September 30, 2015 2014 Net sales $ $ Operating income Income from continuing operations Income (loss) from discontinued operations ) Net income Earnings (Loss) Per Common Share Basic Continuing operations $ $ Discontinued Operations ) $ $ Diluted Continuing operations $ $ Discontinued Operations ) $ $ Acquisition of Crane Technical Materials On July 1, 2014, the Company purchased all of the outstanding equity of the Crane Technical Materials business 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 results of this business are reported in the Technical Products segment from the date of acquisition. The Company accounted for the transaction using the acquisition method in accordance with ASC Topic 805 “Business Combinations.” The allocation of the purchase price is based on the fair value of assets acquired and liabilities assumed as of July 1, 2014. The Company did not identify any material unrecorded pre-acquisition contingencies. The Company did not acquire any in-process research and development assets as part of the acquisition. |
Supplemental Balance Sheet Data
Supplemental Balance Sheet Data | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Balance Sheet Data | |
Supplemental Balance Sheet Data | Note 4. Supplemental Balance Sheet Data The following table presents inventories by major class: September 30, 2015 December 31, 2014 Raw materials $ $ Work in progress Finished goods Supplies and other Adjust FIFO inventories to LIFO cost ) ) Total $ $ The FIFO values of inventories valued on the LIFO method were $117.4 million and $95.7 million as of September 30, 2015 and December 31, 2014, respectively. The following table presents changes in accumulated other comprehensive income (“AOCI”) for the nine months ended September 30, 2015: Unrealized foreign currency translation loss Net gain (loss) from pension and other postretirement liabilities Accumulated other comprehensive income (loss) AOCI — December 31, 2014 $ ) $ ) $ ) Other comprehensive loss before reclassifications ) — ) Amounts reclassified from AOCI — Income (loss) from other comprehensive income items ) ) Provision for income taxes — Other comprehensive income (loss) ) ) AOCI — September 30, 2015 $ ) $ ) $ ) For the three and nine months ended September 30, 2015, the Company reclassified $1.8 million and $5.4 million of costs, respectively, from accumulated other comprehensive income to cost of products sold and selling, general and administrative expenses on the condensed consolidated statements of operations. For the three and nine months ended September 30, 2015, the Company recognized an income tax benefit of $0.7 million and $2.0 million, respectively, related to such reclassifications classified as Provision for income taxes on the condensed consolidated statements of operations. For the three and nine months ended September 30, 2014, the Company reclassified $1.1 million and $3.4 million, respectively, of costs from accumulated other comprehensive income to cost of products sold and selling, general and administrative expenses on the condensed consolidated statements of operations. For the three and nine months ended September 30, 2014, the Company recognized an income tax benefit of $0.4 million and $1.3 million, respectively, related to such reclassifications classified as Provision for income taxes on the condensed consolidated statements of operations. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt | |
Debt | Note 5. Debt Long-term debt consisted of the following: September 30, 2015 December 31, 2014 2021 Senior Notes (5.25% fixed rate) due May 2021 $ $ Global Revolving Credit Facilities (variable rates) due December 2019 Second German Loan Agreement (2.5% fixed rate) due in 32 equal quarterly installments ending September 2022 Total debt Less: Debt payable within one year Long-term debt $ $ 2021 Senior Notes In May 2013, the Company completed an underwritten offering of eight-year senior unsecured notes (the “2021 Senior Notes”) at a face amount of $175 million. The 2021 Senior Notes bear interest at a rate of 5.25%, payable in arrears on May 15 and November 15 of each year, commencing on November 15, 2013, and mature on May 15, 2021. The 2021 Senior Notes are fully and unconditionally guaranteed by substantially all of the Company’s domestic subsidiaries. The 2021 Senior Notes were sold in a private placement transaction, have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold absent registration or an applicable exemption from registration requirements. The 2021 Senior Notes contain terms, covenants and events of default with which the Company must comply, which the Company believes are ordinary and standard for notes of this nature. As of September 30, 2015, the Company was in compliance with all terms of the indenture for the 2021 Senior Notes. Amended and Restated Secured Revolving Credit Facility In December 2014, the Company amended and restated its existing credit facility by entering into the Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”) by and among the Company and certain of its domestic subsidiaries as the “Domestic Borrowers”, Neenah Services GmbH & Co. KG (“Neenah Services”) and certain of its German subsidiaries as the “German Borrowers”, certain other subsidiaries as the “German Guarantors”, the financial institutions signatory to the Third Amended and Restated Credit Agreement as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as agent for the Lenders. The Third Amended and Restated Credit Agreement, among other things: (1) provides for a secured revolving credit facility for the Domestic Borrowers in the maximum principal amount of $125 million (the “U.S. Revolving Credit Facility”); (2) provides a secured, multicurrency, revolving credit facility for the German Borrowers in the maximum principal amount of $75 million (the “German Revolving Credit Facility,” and together with the U.S. Revolving Credit Facility, the “Global Revolving Credit Facilities”); (3) causes the Company and the other Domestic Borrowers to guarantee, among other things, the obligations of the German Borrowers arising under the German Revolving Credit Facility; (4) provides for the Global Revolving Credit Facilities to mature on December 18, 2019; and (5) provides for an accordion feature permitting one or more increases in the Global Revolving Credit Facilities in an aggregate principal amount not exceeding $50 million, such that the aggregate commitments under the Global Revolving Credit Facilities do not exceed $250 million. In addition, the Domestic Borrowers may request letters of credit under the U.S. Revolving Credit Facility in an aggregate face amount not to exceed $20 million outstanding at any time, and the German Borrowers may request letters of credit under the German Revolving Credit Facility in an aggregate face amount not to exceed $2 million outstanding at any time. Availability under the Global Revolving Credit Facilities varies over time depending on the value of the Company’s inventory, receivables and various capital assets. As of September 30, 2015, the Company had $62.3 million outstanding under the Global Revolving Credit Facilities and $126.6 million of available credit (based on exchange rates at September 30, 2015). As of September 30, 2015, the weighted-average interest rate on outstanding Global Revolving Credit Facility borrowings was 1.90 percent per annum As of December 31, 2014, the Company had $48.7 million outstanding under the Global Revolving Credit Facilities at a weighted-average interest rate of 1.8 percent per annum. Terms, Covenants and Events of Default. In general, borrowings under the Global Revolving Credit Facilities will bear interest at LIBOR (which cannot be less than zero percent) plus an applicable margin ranging from 1.50% to 2.00%, depending on the amount of availability under the Third Amended and Restated Credit Agreement. In addition, the Company may elect an Alternate Borrowing Rate (“ABR”) for borrowings under the Global Revolving Credit Facilities. ABR borrowings under the Global Revolving Credit Facilities will bear interest at the highest interest rate shown in the following table: Applicable Margin U.S. Revolving Credit Facility German Revolving Credit Facility Prime rate 0.00% - 0.50% Not applicable Federal funds rate +0.50% 0.00% - 0.50% Not applicable Monthly LIBOR (which cannot be less than zero percent) +1.00% 1.50% - 2.00% Not applicable Overnight LIBOR (which cannot be less than zero percent) Not applicable 1.50% - 2.00% The Company is also required to pay a monthly commitment fee on the unused amounts available under the Global Revolving Credit Facilities at a per annum rate of 0.25%. Subject to certain conditions, the Third Amended and Restated Credit Agreement permits the Company to make up to $10 million in cash repurchases of its outstanding common stock during each fiscal year, beginning in 2015, and to pay up to $25 million in cash dividends to its stockholders during any period of 12 consecutive months; however, such stock repurchases can be made, and such cash dividends can be paid, on an unlimited basis if pro forma aggregate availability under the Global Revolving Credit Facilities is greater than or equal to the greater of (i) $25 million and (ii) 12.5% of the aggregate commitment under the Global Revolving Credit Facilities, at all times during the 60-day period ending on the date of such repurchase or dividend payment. The Third Amended and Restated Credit Agreement contains covenants with which the Company and its subsidiaries must comply during the term of the agreement, which the Company believes are ordinary and standard for agreements of this nature. If the aggregate availability under the Global Revolving Credit Facilities is less than the greater of (i) $25 million and (ii) 12.5% of the maximum aggregate commitments under the Global Revolving Credit Facilities as then in effect, the Company will be subject to increased reporting obligations and controls until such time as availability is more than the greater of (a) $35 million and (b) 17.5% of the maximum aggregate commitments under the Global Revolving Credit Facilities as then in effect. If aggregate availability under the Global Revolving Credit Facilities is less than the greater of (i) $20 million and (ii) 10% of the maximum aggregate commitments under the Global Revolving Credit Facilities as then in effect, the Company is required to comply with a fixed charge coverage ratio (as defined in the Third Amended Credit agreement) of not less than 1.1 to 1.0 for the preceding four-quarter period, tested as of the end of each quarter. As of September 30, 2015, aggregate availability under the Global Revolving Credit Facilities exceeded the minimum required amount, and the Company is not required to comply with such fixed charge coverage ratio. The Company’s ability to pay cash dividends on its common stock is limited under the terms of both the Third Amended and Restated Credit Agreement and the 2021 Senior Notes. As of September 30, 2015, the Company’s ability to pay cash dividends on its common stock under the most restrictive terms of its debt agreements was limited to a total of $25 million in a 12-month period. However, the Company can pay dividends in excess of $25 million in a 12-month period by utilizing “restricted payment baskets” as defined in the indenture for the 2021 Senior Notes and the Third Amended and Restated Credit Agreement. Other Debt As of September 30, 2015, Neenah Germany had €7.9 million ($8.9 million, based on exchange rates at September 30, 2015) outstanding under a project financing agreement (the “Second German Loan Agreement”). The Second German Loan Agreement matures in September 2022 and principal is repaid in equal quarterly installments beginning in December 2014. |
Pension and Other Postretiremen
Pension and Other Postretirement Benefits | 9 Months Ended |
Sep. 30, 2015 | |
Pension and Other Postretirement Benefits | |
Pension and Other Postretirement Benefits | Note 6. Pension and Other Postretirement Benefits Pension Plans Except as described below for the FiberMark acquisition, substantially all active employees of the Company’s U.S. operations participate in defined benefit pension plans and/or defined contribution retirement plans. In addition, the Company maintains a supplemental retirement pension plan (“SERP”) which is a non-qualified defined benefit plan and a supplemental retirement contribution plan (“SRCP”) which is a non-qualified defined contribution benefit plan. The Company provides benefits under the SERP and the SRCP to the extent necessary to fulfill the intent of its defined benefit and defined contribution retirement plans without regard to the limitations set by the Internal Revenue Code on qualified defined benefit and defined contribution plans. Neenah Germany has defined benefit plans designed to provide a monthly pension upon retirement for substantially all its employees in Germany. There is no legal or governmental obligation to fund Neenah Germany’s benefit plans and as such the Neenah Germany defined benefit plans are currently unfunded. As of September 30, 2015, Neenah Germany had investments of $1.7 million that were restricted to the payment of certain post-retirement employee benefits. As of September 30, 2015, $0.6 million and $1.1 million of such investments are classified as prepaid and other current assets and other assets, respectively, on the condensed consolidated balance sheet. FiberMark Acquisition Defined benefit plans FiberMark sponsors a qualified defined benefit plan covering certain U.S. employees. During 2009, FiberMark fully froze this plan so that additional benefits cannot be earned as a result of additional years of service or increases in annual earnings. Plan assets are invested principally in equity, government, corporate debt securities and other fixed income mutual funds. FiberMark 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. Multi-Employer plan The hourly employees at the Lowville, New York facility are covered by a multi-employer defined benefit plan. FiberMark’s expense under this plan was $0.1 million for the year ended December 31, 2014. FiberMark contributes to the multi-employer pension plan under a collective bargaining agreement which provides 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 FiberMark’s withdrawal from the plan, FiberMark may be liable for a portion of the plan’s unfunded vested benefits. FiberMark does not anticipate withdrawal from the plan, nor is it aware of any expected plan terminations. The most recent Pension Protection Act zone status available in 2014 is for the plan’s year-end at December 31, 2014. The zone status is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. Information for the multi-employer pension plan in which FiberMark participates is shown below. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. For the year ended December 31, 2014, FiberMark’s contributions to this plan were less than 5% of total plan contributions. Pension FIP/RP Date of Zone Status Collective Pension EIN/Pension Status Pending or Contributions Surcharge Bargaining Fund Plan Number 2014 Implemented 2014 Imposed Agreement PACE Industry Union Management Pension Fund 11-6166763 Red Implemented $0.1 million Yes 11/9/16 Defined contribution plans FiberMark has several qualified defined contribution plans covering certain hourly and salaried employees. The plans permit employee salary deferrals, with the Company match ranging from 0% to 3% of salary, depending on the plan and the level of employee deferral. The following table presents the components of net periodic benefit cost: Components of Net Periodic Benefit Cost for Defined Benefit Plans Pension Benefits Postretirement Benefits Other than Pensions Three Months Ended Ended September 30, 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on plan assets (a) ) ) — — Recognized net actuarial loss — — Amortization of prior service cost (benefit) ) — Net periodic benefit cost Less: Costs related to discontinued operations Net periodic benefit cost related to continuing operations $ $ $ $ Pension Benefits Postretirement Benefits Other than Pensions Nine Months Ended September 30, 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on plan assets (a) ) ) — — Recognized net actuarial loss Amortization of prior service cost (benefit) ) ) Net periodic benefit cost Less: Costs related to discontinued operations Net periodic benefit cost related to continuing operations $ $ $ $ (a) The expected return on plan assets is determined by multiplying the fair value of plan assets at the prior year-end (adjusted for estimated current year cash benefit payments and contributions) by the expected long-term rate of return. The Company expects to make aggregate contributions to qualified and nonqualified defined benefit pension trusts and to pay pension benefits for unfunded pension plans of approximately $5 million (based on exchange rates at September 30, 2015) in calendar 2015. For the nine months ended September 30, 2015, the Company made $1.3 million of such payments. |
Stock Compensation Plan
Stock Compensation Plan | 9 Months Ended |
Sep. 30, 2015 | |
Stock Compensation Plans. | |
Stock Compensation Plan | Note 7. Stock Compensation Plan The Company established the 2004 Omnibus Stock and Incentive Plan (the “2004 Omnibus Plan”) in December 2004 and reserved 3,500,000 shares of $0.01 par value common stock (“Common Stock”) for issuance under the Omnibus Plan. Pursuant to the terms of the 2004 Omnibus Plan, the compensation committee of the Company’s Board of Directors may grant various types of equity-based compensation awards, including incentive and nonqualified stock options, SARs, restricted stock, restricted stock units, restricted stock units with performance conditions and performance units, in addition to certain cash-based awards. At the 2013 Annual Meeting of Stockholders, the Company’s stockholders approved an amendment and restatement of the 2004 Omnibus Plan (as amended and restated the “Omnibus Plan”). The amendment and restatement authorized the Company to reserve an additional 1,577,000 shares of Common Stock for future issuance. As of September 30, 2015, the Company had 1,295,000 shares of Common Stock reserved for future issuance under the Omnibus Plan. The Company accounts for stock-based compensation pursuant to the fair value recognition provisions of ASC Topic 718, Compensation—Stock Compensation (“ASC Topic 718”). Valuation and Expense Information Substantially all stock-based compensation expense is recorded in selling, general and administrative expenses on the condensed consolidated statements of operations. The following table summarizes stock-based compensation expense and related income tax benefits. Three Months Ended Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock-based compensation expense $ $ $ $ Income tax benefit ) ) ) ) Stock-based compensation, net of income tax benefit $ $ $ $ F- The following table summarizes total compensation costs related to the Company’s equity awards and amounts recognized in the nine months ended September 30, 2015. Stock Options and SARs Performance Shares and Restricted Stock Unrecognized compensation cost — December 31, 2014 $ $ Grant date fair value of current year grants Compensation expense recognized ) ) Unrecognized compensation cost —September 30, 2015 $ $ Expected amortization period (in years) Stock Options and SARs (“Options”) The following tables present information regarding Options awarded during the nine months ended September 30, 2015: Options granted Per share weighted average exercise price $ Per share weighted average grant date fair value $ The weighted-average grant date fair value for Options granted during the nine months ended September 30, 2015 was estimated using the Black-Scholes option valuation model with the following assumptions: Expected term in years Risk free interest rate % Volatility % Dividend yield % Volatility and the expected term were estimated by reference to the historical stock price performance of the Company and historical data for the Company’s Option awards, respectively. The risk-free interest rate was based on the yield on U.S. Treasury bonds with a remaining term approximately equivalent to the expected term of the Option awards. Forfeitures were estimated at the date of grant. The following table presents information regarding Options that vested during the nine months ended September 30, 2015: Options vested Aggregate grant date fair value of Options vested $ For the three and nine months ended September 30, 2015, the aggregate pre-tax intrinsic value of Options exercised was $0.8 million and $3.7 million, respectively. For the three and nine months ended September 30, 2014, the aggregate pre-tax intrinsic value of Options exercised was $1.9 million and $10.3 million, respectively. As of September 30, 2015, certain participants met age and service requirements that allowed their Options to qualify for accelerated vesting upon retirement. As of September 30, 2015, such participants held Options to purchase approximately 90,000 shares of common stock that would have been exercisable if they had retired as of such date. The aggregate grant date fair value of Options subject to accelerated vesting was $1.3 million. Options subject to accelerated vesting for expense recognition become exercisable according to the contract terms of the stock-based awards. The following table presents information regarding outstanding Options: September 30, 2015 December 31, 2014 Options vested or expected to vest Aggregate intrinsic value $ $ Per share weighted average exercise price $ $ Exercisable Options Aggregate intrinsic value $ $ Unvested Options Per share weighted average grant date fair value $ $ Performance Units/RSUs For the nine months ended September 30, 2015, the Company granted target awards of approximately 45,100 Performance Units. The measurement period for the Performance Units is January 1, 2015 through December 31, 2015. The Performance Units vest on December 31, 2017. Common Stock equal to not less than 40 percent and not more than 200 percent of the Performance Unit target will be awarded based on the Company’s return on invested capital, consolidated revenue growth, the percentage of consolidated free cash flow to revenue and total return to shareholders relative to the companies in the Russell 2000® Value small cap index. As of September 30, 2015, the Company expects that Common Stock equal to approximately 150 percent of the Performance Unit targets will be earned. The market price on the date of grant for the Performance Units was $59.72 per share. Based on the expected achievement of performance targets, the Company is recognizing stock-based compensation expense pro-rata over the vesting term of the Performance Units. For the nine months ended September 30, 2015, the Company awarded 9,030 RSUs to non-employee members of the Board of Directors and 3,145 RSUs (net of forfeitures) to employees. The weighted average grant date fair value of such awards was $61.64 per share and the awards vest one year from the date of grant. During the vesting period, the holders of the RSUs are entitled to dividends, but the RSUs do not have voting rights and are forfeited in the event the holder is no longer an employee or member of the Board of Directors on the vesting date. Excess Tax Benefits ASC Topic 718 requires the reporting of excess tax benefits related to the exercise or vesting of stock-based awards as cash provided by financing activities within the statement of cash flows. Excess tax benefits represent the difference between the tax deduction the Company will receive on its tax return for compensation recognized by employees upon the vesting or exercise of stock-based awards and the tax benefit recognized for the grant date fair value of such awards. For the nine months ended September 30, 2015 and 2014, the Company recognized excess tax benefits related to the exercise or vesting of stock-based awards of $1.1 million and $3.0 million, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | Note 8. Goodwill and Other Intangible Assets The following table presents changes in the carrying amount of goodwill for the nine months ended September 30, 2015 . As of September 30, 2015, $67.4 million, $6.5 million and $0.5 million of such goodwill is reported within the Technical Products, Fine Paper and Packaging and Other segments, respectively . Gross Amount Cumulative Impairment Losses Net Balance at December 31, 2014 $ $ ) $ Acquisition of FiberMark — Foreign currency translation ) ) Balance at September 30, 2015 $ $ ) $ The following table presents the gross carrying amount of intangible assets and the related accumulated amortization for intangible assets subject to amortization. Weighted- Average September 30, 2015 December 31, 2014 Amortization Period (Years) Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Amortizable intangible assets Customer based intangibles 15 $ $ ) $ $ ) Trade names and trademarks 10 - 15 ) ) Acquired technology 10 - 15 ) ) Total amortizable intangible assets ) ) Non-amortizable trade names Not amortized — — Total $ $ ) $ $ ) The following table presents intangible assets acquired in conjunction with the FiberMark acquisition: Estimated Useful Lives Intangibles (Years) Intangible assets—definite lived Trademarks $ Customer based intangibles Acquired technology Total Trademarks—indefinite lived Total intangible assets $ All other changes in the carrying value of the Company’s intangible assets not specifically identified are due to foreign currency translation effects. As of September 30, 2015, $50.9 million, $28.6 million and $1.1 million of such intangible assets are reported within the Technical Products, Fine Paper and Packaging and Other segments, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity | |
Stockholders' Equity | Note 9. Stockholders’ Equity Common Stock The Company has authorized 100 million shares of Common Stock. Holders of the Company’s Common Stock are entitled to one vote per share. As of September 30, 2015 and December 31, 2014, the Company had 16,730,000 shares and 16,748,000 shares of Common Stock outstanding, respectively. In May 2015, the Company’s Board of Directors authorized a program that would allow the Company to repurchase up to $25 million of its outstanding Common Stock over the next 12 months (the “2015 Stock Purchase Plan”). Purchases by the Company under the 2015 Stock Purchase Plan would be made from time to time in the open market or in privately negotiated transactions in accordance with the requirements of applicable law. The timing and amount of any purchases will depend on share price, market conditions and other factors. The 2015 Stock Purchase Plan does not require the Company to purchase any specific number of shares and may be suspended or discontinued at any time. The Company had a substantially identical $25 million repurchase program in place during the preceding 12 months that expired in May 2015 (the “2014 Stock Purchase Plan”). For the nine months ended September 30, 2015, the Company acquired approximately 42,100 shares of Common Stock at a cost of $2.4 million and 60,900 shares of Common Stock at a cost of $3.4 million pursuant to the 2015 Stock Purchase Plan and the 2014 Stock Purchase Plan, respectively. For the nine months ended September 30, 2014, there were no Common Stock purchases under the 2014 Stock Purchase Plan. As of September 30, 2015, under the terms of the 2021 Senior Notes the Company has limitations on its ability to repurchases shares of its Common Stock. The Company can repurchase shares of its Common Stock by utilizing “restricted payment baskets” as defined in the indenture for the 2021 Senior Notes and the Third Amended and Restated Credit Agreement. For the nine months ended September 30, 2015, the Company acquired approximately 2,200 shares of Common Stock at a cost of $0.2 million for shares surrendered by employees to pay taxes due on vested restricted stock awards. For the nine months ended September 30, 2014, the Company acquired approximately 3,000 shares of Common Stock at a cost of $0.1 million for shares surrendered by employees to pay taxes due on vested restricted stock awards. |
Contingencies and Legal Matters
Contingencies and Legal Matters | 9 Months Ended |
Sep. 30, 2015 | |
Contingencies and Legal Matters | |
Contingencies and Legal Matters | Note 10. Contingencies and Legal Matters Litigation The Company is involved in certain legal actions and claims arising in the ordinary course of business. While the outcome of these legal actions and claims cannot be predicted with certainty, it is the opinion of management that the outcome of any such claim which is pending or threatened, either individually or on a combined basis, will not have a material effect on the consolidated financial condition, results of operations or cash flows of the Company. Income Taxes The Company is continuously undergoing examination by the Internal Revenue Service (the “IRS”) as well as various state and foreign jurisdictions. These tax authorities routinely challenge certain deductions and credits reported by the Company on its income tax returns. No significant tax audit findings are being contested at this time with either the IRS or any state or foreign tax authority. Employees and Labor Relations Approximately 50 percent of salaried employees and 80 percent of hourly employees of Neenah Germany are eligible to be represented by the Mining, Chemicals and Energy Trade Union, Industriegewerkschaft Bergbau, Chemie and Energie (the “IG BCE”). In July 2015, the IG BCE and a national trade association representing all employers in the industry signed a collective bargaining agreement covering union employees of Neenah Germany that expires in June 2017. Under German law union membership is voluntary and does not need to be disclosed to the Company. As a result, the number of employees covered by the collective bargaining agreement with the IG BCE that expires in June 2017 cannot be determined. As of September 30, 2015, the Company had no employees covered by collective bargaining agreements that will expire in the next 12-months. The Company believes it has satisfactory relations with its employees covered by collective bargaining agreements. FiberMark acquisition In the U.S. and the U.K., approximately 72% of FiberMark’s hourly employees are union members and are covered under collective bargaining agreements which expire at various times from 2016 through 2017. The agreements at the Brattleboro, Vermont mill, the Reading, Pennsylvania mill and the Lowville, New York mill expire in August 2016, September 2016 and November 2016, respectively. The agreement at the Bolton, England mill expires in May 2016. As of September 30, 2015, employees covered under agreements that expire in the next 12-months represent approximately 38% of all hourly employees of the Company. |
Discontinued Operations and Ass
Discontinued Operations and Assets Held for Sale | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Assets Held for Sale | |
Discontinued Operations and Assets Held for Sale | Note 11. Discontinued Operations and Assets Held for Sale Discontinued Operations On September 7, 2015, the Company reached an agreement for the sale of the Lahnstein Mill to the Buyer, a privately-owned enterprise specializing in equity holdings in German medium-sized companies, for cash proceeds of approximately $9 million. The sale was completed on October 31, 2015. The Buyer acquired all the assets and liabilities of the Lahnstein Mill, including pension and related liabilities of approximately $20 million. The Lahnstein Mill, which had annual sales of approximately $50 million, had been operating as a stand-alone business, manufacturing non-woven wallcoverings and various other specialty papers. The sale focuses the Company’s portfolio on targeted growth markets such as filtration, premium fine papers and packaging and other performance materials. Upon reaching an agreement for the sale of the Lahnstein Mill, the Company compared the carrying value of the Lahnstein Mill assets to the fair value of such assets reflected in the sales agreement. As a result, the Company recognized an estimated impairment charge of $5.5 million to reduce the carrying value of the Lahnstein Mill assets to fair value. Such estimate will be subject to adjustment as a result of the true-up of the sales price to the October 31, 2015 values of cash and working capital and other differences in estimates of other balance sheet accounts as of that date. In addition, the Company recognized approximately $1.4 million of estimated transaction costs related to the sale. For the three and nine months ended September 30, 2015, discontinued operations reported on the condensed consolidated statements of operations include the results of operations and the estimated loss on sale of the Lahnstein Mill. The condensed consolidated statements of operations for the three and nine months ended September 30, 2014 have been restated to report results of the Lahnstein Mill as discontinued operations. The results of the Lahnstein Mill were previously reported in the Technical Products segment. As of September 30, 2015 and December 31, 2014, the assets and liabilities of the Lahnstein Mill are classified as assets held for sale on the condensed consolidated balance sheet. The following table presents selected financial information for discontinued operations: Three Months Ended Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net sales $ $ $ $ Cost of products sold Gross Profit Selling, general and administrative expenses Restructuring costs Other income - net ) — ) ) Income (Loss) From Discontinued Operations Before Income Taxes ) Loss on sale ) — ) — Income (loss) before income taxes ) ) Income tax provision Income (loss) from discontinued operations $ ) $ $ ) $ The following table presents selected cash flow information for discontinued operations: Nine Months Ended September 30, 2015 2014 Depreciation and amortization $ $ Capital expenditures $ $ Assets Held for Sale The following table presents the major components of assets and liabilities of the Lahnstein Mill and the Fitchburg Mill classified as assets held for sale and liabilities related to facilities held for sale on the condensed consolidated balance sheet: September 30, 2015 December 31, 2014 Assets Held For Sale Current Assets Accounts receivable - net $ $ Inventories Prepaid and other current assets Property, Plant and Equipment Goodwill Intangible Assets—net Other Assets Less, Asset Impairment ) — Assets Held for Sale $ $ Liabilities Related to Facilities Held for Sale Current Liabilities Accounts payable $ $ Accrued expenses Deferred Income Taxes Noncurrent Employee Benefits Liabilities related to facilities held for sale $ $ As of September 30, 2015, assets held for sale less liabilities related to facilities held for sale of $10.7 million is composed of $8.8 million related to the Lahnstein Mill and $1.9 million related to the Fitchburg Mill. |
Business Segment Information
Business Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Business Segment Information | |
Business Segment Information | Note 12. Business Segment Information On July 1, 2015, the Company reorganized its internal management structure and, accordingly, addressed its segment reporting structure. As a result of this reorganization, the Other operating segment (composed of the non-premium Index, Tag and Vellum Bristol product lines acquired as part of the purchase of the Wausau brands) was combined with the Fine Paper and Packaging operating segment to reflect the manner in which this business is managed. Segment information for prior periods has been restated to conform to the current period presentation. In addition, as part of the FiberMark acquisition, the Company acquired certain product lines composed of non-strategic papers sold to converters for end uses such as covering materials for datebooks, diaries, yearbooks and traditional photo albums. Due to the non-strategic nature of these products, management decided that they would not be managed as part of either the existing Fine Paper and Packaging or Technical Material businesses. As a result, effective August 1, 2015, these product lines represent an operating segment which does not meet the quantitative threshold for a reportable segment and are accordingly reported as an Other operating segment. The Company’s reportable operating segments now consist of Technical Products, Fine Paper and Packaging and Other. The Technical Products segment is an aggregation of the Company’s Filtration and Performance Material businesses which are similar in terms of economic characteristics, nature of products, processes, customer class and product distribution methods. The technical products business is an international producer of fiber-formed, coated and/or saturated specialized media that delivers high performance benefits to customers. Included in this segment are filtration media, tape and abrasives backings products, and durable label and specialty substrate products. The fine paper and packaging business is a supplier of branded premium printing, packaging and other high end specialty papers primarily in North America. Each segment employs different technologies and marketing strategies. Disclosure of segment information is on the same basis that management uses internally for evaluating segment performance and allocating resources. Transactions between segments are eliminated in consolidation. The costs of shared services, and other administrative functions managed on a common basis, are allocated to the segments based on usage, where possible, or other factors based on the nature of the activity. General corporate expenses that do not directly support the operations of the business segments are shown as Unallocated corporate costs. The following table summarizes the net sales, operating income and total assets for each of the Company’s business segments. Three Months Ended Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net sales Technical Products $ $ $ $ Fine Paper and Packaging Other — — Consolidated $ $ $ $ Three Months Ended Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Operating income (loss) Technical Products $ $ $ $ Fine Paper and Packaging Other ) — ) — Unallocated corporate costs ) ) ) ) Consolidated $ $ $ $ September 30, 2015 December 31, 2014 Total Assets Technical Products $ $ Fine Paper and Packaging Corporate and Other Assets held for sale Total $ $ |
Background and Basis of Prese19
Background and Basis of Presentation (Policies). | 9 Months Ended |
Sep. 30, 2015 | |
Background and Basis of Presentation | |
Basis of Consolidation and Presentation | 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. All significant intercompany balances and transactions have been eliminated from the condensed consolidated financial statements. |
Earnings per Share ("EPS") | Earnings per Share (“EPS”) The Company’s restricted stock units (“RSUs”) are paid non-forfeitable common stock dividends and thus meet the criteria of participating securities. Accordingly, EPS has been calculated using the two-class method, under which earnings are allocated to both common stock and participating securities. Basic EPS has been computed by dividing net income allocated to common stock by the weighted average common shares used in computing basic EPS. For the computation of basic EPS, weighted average RSUs outstanding have been excluded from the calculation of weighted average shares outstanding. Diluted EPS has been computed by dividing net income allocated to common stock by the weighted average number of common shares used in computing basic EPS, further adjusted to include the dilutive impact of the exercise or conversion of common stock equivalents, such as stock options, stock appreciation rights (“SARs”) and target awards of Restricted Stock Units with performance conditions (“Performance Units”), into shares of common stock as if those securities were exercised or converted. For the three and nine months ended September 30, 2015, approximately 90,000 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 and nine month periods during which the options were outstanding. For the three and nine months ended September 30, 2014, approximately 5,000 and 20,000 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 and nine month periods during which the options were outstanding. The following table presents the computation of basic and diluted EPS (dollars in millions except per share amounts, shares in thousands): Earnings (Loss) Per Basic Common Share Three Months Ended Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Income from continuing operations $ $ $ $ Distributed and undistributed amounts allocated to participating securities ) ) ) ) Income from continuing operations available to common stockholders Income (loss) from discontinued operations, net of income taxes ) ) Undistributed amounts allocated to participating securities — — Net income available to common stockholders $ $ $ $ Weighted-average basic shares outstanding Basic earnings (loss) per share Continuing operations $ $ $ $ Discontinued operations ) ) $ $ $ $ Earnings (Loss) Per Diluted Common Share Three Months Ended Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Income from continuing operations $ $ $ $ Distributed and undistributed amounts allocated to participating securities ) ) ) ) Income from continuing operations available to common stockholders Income (loss) from discontinued operations, net of income taxes ) ) Undistributed amounts allocated to participating securities — — Net income available to common stockholders $ $ $ $ Weighted-average basic shares outstanding Add: Assumed incremental shares under stock compensation plans Weighted-average diluted shares Diluted earnings (loss) per share Continuing operations $ $ $ $ Discontinued operations ) ) $ $ $ $ |
Fair Value of Financial Instruments | 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 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. 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 September 30, 2015, the Company had $3.2 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 certain post-retirement benefits. 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. September 30, 2015 December 31, 2014 Carrying Value Fair Value (a) Carrying Value Fair Value (a) 2021 Senior Notes (5.25% fixed rate) $ $ $ $ Global Revolving Credit Facilities (variable rates) Second German Loan Agreement (2.5% fixed rate) Total debt $ $ $ $ (a) The fair value for all debt instruments was estimated from Level 2 measurements. |
Background and Basis of Prese20
Background and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Background and Basis of Presentation | |
Schedule of computation of basic and diluted EPS | The following table presents the computation of basic and diluted EPS (dollars in millions except per share amounts, shares in thousands): Earnings (Loss) Per Basic Common Share Three Months Ended Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Income from continuing operations $ $ $ $ Distributed and undistributed amounts allocated to participating securities ) ) ) ) Income from continuing operations available to common stockholders Income (loss) from discontinued operations, net of income taxes ) ) Undistributed amounts allocated to participating securities — — Net income available to common stockholders $ $ $ $ Weighted-average basic shares outstanding Basic earnings (loss) per share Continuing operations $ $ $ $ Discontinued operations ) ) $ $ $ $ Earnings (Loss) Per Diluted Common Share Three Months Ended Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Income from continuing operations $ $ $ $ Distributed and undistributed amounts allocated to participating securities ) ) ) ) Income from continuing operations available to common stockholders Income (loss) from discontinued operations, net of income taxes ) ) Undistributed amounts allocated to participating securities — — Net income available to common stockholders $ $ $ $ Weighted-average basic shares outstanding Add: Assumed incremental shares under stock compensation plans Weighted-average diluted shares Diluted earnings (loss) per share Continuing operations $ $ $ $ Discontinued operations ) ) $ $ $ $ |
Schedule of the carrying value and the fair value of the Company's debt | September 30, 2015 December 31, 2014 Carrying Value Fair Value (a) Carrying Value Fair Value (a) 2021 Senior Notes (5.25% fixed rate) $ $ $ $ Global Revolving Credit Facilities (variable rates) Second German Loan Agreement (2.5% fixed rate) Total debt $ $ $ $ (a) The fair value for all debt instruments was estimated from Level 2 measurements. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Acquisitions | |
Summary of preliminary allocation of the purchase price to the estimated fair value of the assets acquired and liabilities | Assets Acquired Cash and cash equivalents $ Accounts receivable Inventories Deferred income taxes Prepaid and other current assets Property, plant and equipment Non-amortizable intangible assets Amortizable intangible assets Acquired goodwill Total assets acquired Liabilities Assumed Accounts payable Accrued expenses Deferred income taxes Noncurrent employee benefits Total liabilities assumed Net assets acquired $ |
Summary of pro forma consolidated statements of operations | Nine Months Ended September 30, 2015 2014 Net sales $ $ Operating income Income from continuing operations Income (loss) from discontinued operations ) Net income Earnings (Loss) Per Common Share Basic Continuing operations $ $ Discontinued Operations ) $ $ Diluted Continuing operations $ $ Discontinued Operations ) $ $ |
Supplemental Balance Sheet Da22
Supplemental Balance Sheet Data (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Balance Sheet Data | |
Schedule of inventories by major class | September 30, 2015 December 31, 2014 Raw materials $ $ Work in progress Finished goods Supplies and other Adjust FIFO inventories to LIFO cost ) ) Total $ $ |
Schedule of changes in accumulated other comprehensive income | Unrealized foreign currency translation loss Net gain (loss) from pension and other postretirement liabilities Accumulated other comprehensive income (loss) AOCI — December 31, 2014 $ ) $ ) $ ) Other comprehensive loss before reclassifications ) — ) Amounts reclassified from AOCI — Income (loss) from other comprehensive income items ) ) Provision for income taxes — Other comprehensive income (loss) ) ) AOCI — September 30, 2015 $ ) $ ) $ ) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt | |
Schedule of long-term debt | September 30, 2015 December 31, 2014 2021 Senior Notes (5.25% fixed rate) due May 2021 $ $ Global Revolving Credit Facilities (variable rates) due December 2019 Second German Loan Agreement (2.5% fixed rate) due in 32 equal quarterly installments ending September 2022 Total debt Less: Debt payable within one year Long-term debt $ $ |
Schedule of ABR interest rates applicable to outstanding borrowings | Applicable Margin U.S. Revolving Credit Facility German Revolving Credit Facility Prime rate 0.00% - 0.50% Not applicable Federal funds rate +0.50% 0.00% - 0.50% Not applicable Monthly LIBOR (which cannot be less than zero percent) +1.00% 1.50% - 2.00% Not applicable Overnight LIBOR (which cannot be less than zero percent) Not applicable 1.50% - 2.00% |
Pension and Other Postretirem24
Pension and Other Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Pension and Other Postretirement Benefits | |
Schedule of information for the multi-employer pension plans in which FiberMark participates | For the year ended December 31, 2014, FiberMark’s contributions to this plan were less than 5% of total plan contributions. Pension FIP/RP Date of Zone Status Collective Pension EIN/Pension Status Pending or Contributions Surcharge Bargaining Fund Plan Number 2014 Implemented 2014 Imposed Agreement PACE Industry Union Management Pension Fund 11-6166763 Red Implemented $0.1 million Yes 11/9/16 |
Schedule of components of net periodic benefit cost for Defined Benefit Plans | Pension Benefits Postretirement Benefits Other than Pensions Three Months Ended Ended September 30, 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on plan assets (a) ) ) — — Recognized net actuarial loss — — Amortization of prior service cost (benefit) ) — Net periodic benefit cost Less: Costs related to discontinued operations Net periodic benefit cost related to continuing operations $ $ $ $ Pension Benefits Postretirement Benefits Other than Pensions Nine Months Ended September 30, 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on plan assets (a) ) ) — — Recognized net actuarial loss Amortization of prior service cost (benefit) ) ) Net periodic benefit cost Less: Costs related to discontinued operations Net periodic benefit cost related to continuing operations $ $ $ $ (a) The expected return on plan assets is determined by multiplying the fair value of plan assets at the prior year-end (adjusted for estimated current year cash benefit payments and contributions) by the expected long-term rate of return. |
Stock Compensation Plan (Tables
Stock Compensation Plan (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stock Compensation Plans. | |
Schedule of stock-based compensation expense and related income tax benefits | Three Months Ended Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock-based compensation expense $ $ $ $ Income tax benefit ) ) ) ) Stock-based compensation, net of income tax benefit $ $ $ $ |
Schedule of total compensation costs related to the Company's equity awards and amounts recognized | Stock Options and SARs Performance Shares and Restricted Stock Unrecognized compensation cost — December 31, 2014 $ $ Grant date fair value of current year grants Compensation expense recognized ) ) Unrecognized compensation cost —September 30, 2015 $ $ Expected amortization period (in years) |
Schedule of stock options awarded | Options granted Per share weighted average exercise price $ Per share weighted average grant date fair value $ |
Schedule of assumptions used to determine the grant date fair value of options granted | Expected term in years Risk free interest rate % Volatility % Dividend yield % |
Schedule of stock options and SARs vested during the period | Options vested Aggregate grant date fair value of Options vested $ |
Schedule of outstanding stock options and SARs | September 30, 2015 December 31, 2014 Options vested or expected to vest Aggregate intrinsic value $ $ Per share weighted average exercise price $ $ Exercisable Options Aggregate intrinsic value $ $ Unvested Options Per share weighted average grant date fair value $ $ |
Goodwill and Other Intangible26
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of changes in the carrying amount of goodwill | Gross Amount Cumulative Impairment Losses Net Balance at December 31, 2014 $ $ ) $ Acquisition of FiberMark — Foreign currency translation ) ) Balance at September 30, 2015 $ $ ) $ |
Schedule of gross carrying amount of intangible assets and the related accumulated amortization for intangible assets subject to amortization | Weighted- Average September 30, 2015 December 31, 2014 Amortization Period (Years) Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Amortizable intangible assets Customer based intangibles 15 $ $ ) $ $ ) Trade names and trademarks 10 - 15 ) ) Acquired technology 10 - 15 ) ) Total amortizable intangible assets ) ) Non-amortizable trade names Not amortized — — Total $ $ ) $ $ ) |
FiberMark | |
Schedule of gross carrying amount of intangible assets and the related accumulated amortization for intangible assets subject to amortization | Estimated Useful Lives Intangibles (Years) Intangible assets—definite lived Trademarks $ Customer based intangibles Acquired technology Total Trademarks—indefinite lived Total intangible assets $ |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Assets Held for Sale | |
Schedule of selected financial information for discontinued operations | Three Months Ended Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net sales $ $ $ $ Cost of products sold Gross Profit Selling, general and administrative expenses Restructuring costs Other income - net ) — ) ) Income (Loss) From Discontinued Operations Before Income Taxes ) Loss on sale ) — ) — Income (loss) before income taxes ) ) Income tax provision Income (loss) from discontinued operations $ ) $ $ ) $ |
Schedule of selected cash flow information for discontinued operations | Nine Months Ended September 30, 2015 2014 Depreciation and amortization $ $ Capital expenditures $ $ |
Schedule of major components of assets and liabilities classified as held for sale | September 30, 2015 December 31, 2014 Assets Held For Sale Current Assets Accounts receivable - net $ $ Inventories Prepaid and other current assets Property, Plant and Equipment Goodwill Intangible Assets—net Other Assets Less, Asset Impairment ) — Assets Held for Sale $ $ Liabilities Related to Facilities Held for Sale Current Liabilities Accounts payable $ $ Accrued expenses Deferred Income Taxes Noncurrent Employee Benefits Liabilities related to facilities held for sale $ $ |
Business Segment Information (T
Business Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Segment Information | |
Schedule of net sales, operating income and total assets for each business segment | Three Months Ended Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net sales Technical Products $ $ $ $ Fine Paper and Packaging Other — — Consolidated $ $ $ $ Three Months Ended Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Operating income (loss) Technical Products $ $ $ $ Fine Paper and Packaging Other ) — ) — Unallocated corporate costs ) ) ) ) Consolidated $ $ $ $ September 30, 2015 December 31, 2014 Total Assets Technical Products $ $ Fine Paper and Packaging Corporate and Other Assets held for sale Total $ $ |
Background and Basis of Prese29
Background and Basis of Presentation (Details 1) $ / shares in Units, $ in Millions | Aug. 01, 2015USD ($) | Jul. 01, 2014USD ($)item | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | Sep. 30, 2015USD ($)item$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Oct. 31, 2015USD ($) |
Background and Basis of Presentation | ||||||||
Number of primary operations | item | 2 | |||||||
Background and Basis of Presentation | ||||||||
Potentially dilutive stock-based compensation awards excluded from computation of dilutive common shares | shares | 90,000 | 5,000 | 45,000 | 20,000 | ||||
Net sales | $ 231.6 | $ 215.3 | $ 657.3 | $ 636.1 | ||||
Earnings (Loss) Per Basic Common Share | ||||||||
Income from continuing operations | 13.5 | 13.4 | 46 | 40.8 | ||||
Distributed and undistributed amounts | (0.2) | (0.2) | (0.5) | (0.5) | ||||
Income from continuing operations available to common stockholders | 13.3 | 13.2 | 45.5 | 40.3 | ||||
Income (loss) from discontinued operations, net of income taxes | (7.4) | 0.2 | (6.9) | 1 | ||||
Undistributed amounts allocated to participating securities | 0.1 | 0.1 | ||||||
Net income available to common stockholders | $ 6 | $ 13.4 | $ 38.7 | $ 41.3 | ||||
Weighted-average basic shares outstanding | shares | 16,738,000 | 16,627,000 | 16,737,000 | 16,543,000 | ||||
Basic earnings (loss) per share | ||||||||
Continuing operations | $ / shares | $ 0.79 | $ 0.79 | $ 2.72 | $ 2.43 | ||||
Discontinued operations | $ / shares | (0.43) | 0.02 | (0.41) | 0.06 | ||||
Basic (in dollars per share) | $ / shares | $ 0.36 | $ 0.81 | $ 2.31 | $ 2.49 | ||||
Earnings (Loss) Per Diluted Common Share | ||||||||
Income from continuing operations | $ 13.5 | $ 13.4 | $ 46 | $ 40.8 | ||||
Distributed and undistributed amounts | (0.2) | (0.2) | (0.5) | (0.5) | ||||
Income from continuing operations available to common stockholders | 13.3 | 13.2 | 45.5 | 40.3 | ||||
Income (loss) from discontinued operations, net of income taxes | (7.4) | 0.2 | (6.9) | 1 | ||||
Undistributed amounts allocated to participating securities | 0.1 | 0.1 | ||||||
Net income available to common stockholders | $ 6 | $ 13.4 | $ 38.7 | $ 41.3 | ||||
Weighted-average basic shares outstanding | shares | 16,738,000 | 16,627,000 | 16,737,000 | 16,543,000 | ||||
Add: Assumed incremental shares under stock-based compensation plans | shares | 211,000 | 286,000 | 254,000 | 288,000 | ||||
Weighted average diluted shares | shares | 16,949,000 | 16,913,000 | 16,991,000 | 16,831,000 | ||||
Diluted earnings (loss) per share | ||||||||
Continuing operations | $ / shares | $ 0.78 | $ 0.78 | $ 2.68 | $ 2.39 | ||||
Discontinued operations | $ / shares | (0.43) | 0.02 | (0.40) | 0.06 | ||||
Diluted (in dollars per share) | $ / shares | $ 0.35 | $ 0.80 | $ 2.28 | $ 2.45 | ||||
Crane Technical Materials | ||||||||
Background and Basis of Presentation | ||||||||
Purchase price of equity | $ 72 | |||||||
Number of manufacturing facilities | item | 2 | |||||||
FiberMark | ||||||||
Background and Basis of Presentation | ||||||||
Purchase price, subject to adjustments for acquired cash and a working capital true up | $ 120 | |||||||
Purchase price of equity | 123 | |||||||
Cash paid to acquire business | $ 80 | |||||||
Net sales | $ 24.1 | |||||||
Lahnstein Mill | ||||||||
Background and Basis of Presentation | ||||||||
Cash proceeds from sale of mill | $ 9 | |||||||
Net sales | $ 50 |
Background and Basis of Prese30
Background and Basis of Presentation (Details 2) $ in Millions | Sep. 30, 2015USD ($) |
Marketable securities | |
Cost of marketable securities | $ 3.2 |
Fair Value | Level 1 | Other assets | |
Marketable securities | |
Fair value of marketable securities | $ 3.2 |
Background and Basis of Prese31
Background and Basis of Presentation (Details 3) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | May. 31, 2013 |
Senior notes | 2021 Senior Notes (5.25% fixed rate) | |||
Fair Value of Financial Instruments | |||
Fixed rate of interest (as a percent) | 5.25% | 5.25% | 5.25% |
Secured debt | Second German Loan Agreement (2.5% fixed rate) | |||
Fair Value of Financial Instruments | |||
Fixed rate of interest (as a percent) | 2.50% | 2.50% | |
Carrying Value | |||
Fair Value of Financial Instruments | |||
Total Debt | $ 246.2 | $ 234.3 | |
Carrying Value | Senior notes | 2021 Senior Notes (5.25% fixed rate) | |||
Fair Value of Financial Instruments | |||
Total Debt | 175 | 175 | |
Carrying Value | Secured debt | Global Revolving Credit Facilities (variable rates) due December 2019 | |||
Fair Value of Financial Instruments | |||
Total Debt | 62.3 | 48.7 | |
Carrying Value | Secured debt | Second German Loan Agreement (2.5% fixed rate) | |||
Fair Value of Financial Instruments | |||
Total Debt | 8.9 | 10.6 | |
Fair Value | Level 2 | |||
Fair Value of Financial Instruments | |||
Total Debt | 244.8 | 227.3 | |
Fair Value | Level 2 | Senior notes | 2021 Senior Notes (5.25% fixed rate) | |||
Fair Value of Financial Instruments | |||
Total Debt | 173.8 | 169.6 | |
Fair Value | Level 2 | Secured debt | Global Revolving Credit Facilities (variable rates) due December 2019 | |||
Fair Value of Financial Instruments | |||
Total Debt | 62.3 | 48.7 | |
Fair Value | Level 2 | Secured debt | Second German Loan Agreement (2.5% fixed rate) | |||
Fair Value of Financial Instruments | |||
Total Debt | $ 8.7 | $ 9 |
Acquisitions (Details)
Acquisitions (Details) $ / shares in Units, $ in Millions | Aug. 01, 2015USD ($) | Jul. 01, 2014USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)$ / shares | Sep. 30, 2014USD ($)$ / shares | Dec. 31, 2014USD ($) |
Assets Assumed | ||||||||
Acquired goodwill | $ 74.4 | $ 74.4 | $ 50.5 | |||||
Liabilities Assumed | ||||||||
Net sales | 231.6 | $ 215.3 | 657.3 | $ 636.1 | ||||
FiberMark | ||||||||
Acquisitions | ||||||||
Purchase price of equity | $ 123 | |||||||
Purchase price allocation period | 12 months | |||||||
Working capital true-up | $ 0.3 | |||||||
Assets Assumed | ||||||||
Cash and cash equivalents | 4.8 | |||||||
Accounts receivable | 13.7 | |||||||
Inventories | 25.6 | |||||||
Deferred income taxes | 2.3 | |||||||
Prepaid and other current assets | 1.9 | |||||||
Property, plant and equipment | 68.9 | |||||||
Non-amortizable intangible assets | 1.4 | |||||||
Amortizable intangible assets | 25.5 | 25.5 | 25.5 | |||||
Acquired goodwill | 26.7 | |||||||
Total assets acquired | 170.8 | |||||||
Liabilities Assumed | ||||||||
Accounts payable | 8 | |||||||
Accrued expenses | 6.1 | |||||||
Deferred income taxes | 23.6 | |||||||
Noncurrent employee benefits | 9.8 | |||||||
Total liabilities assumed | 47.5 | |||||||
Net assets acquired | 123.3 | |||||||
Goodwill expected to be deductible for income tax purpose | 0 | |||||||
Acquisition-related integration costs | 2 | 2 | ||||||
Net sales | 24.1 | |||||||
Income from operation before income taxes | 0.8 | |||||||
Pro Forma Information | ||||||||
Net sales | 753.6 | 761.8 | ||||||
Operating income | 82.8 | 77.8 | ||||||
Income from continuing operations | 47.2 | 45.3 | ||||||
Income (loss) from discontinued operations | (6.9) | 1 | ||||||
Net income (loss) | $ 40.3 | $ 46.3 | ||||||
Basic earnings (Loss) per share - Continuing operations | $ / shares | $ 2.79 | $ 2.70 | ||||||
Basic earnings (Loss) per share - Discontinued operations | $ / shares | (0.41) | 0.06 | ||||||
Basic earnings (Loss) per share | $ / shares | $ 2.38 | $ 2.76 | ||||||
Diluted earnings (Loss) per share - Continuing operations | $ / shares | $ 2.75 | $ 2.65 | ||||||
Diluted earnings (Loss) per share - Discontinued operations | $ / shares | (0.40) | 0.06 | ||||||
Diluted earnings (Loss) per share | $ / shares | $ 2.35 | $ 2.71 | ||||||
FiberMark | Forecast | ||||||||
Liabilities Assumed | ||||||||
Acquisition-related integration costs | $ 3.2 | |||||||
Crane Technical Materials | ||||||||
Acquisitions | ||||||||
Purchase price of equity | $ 72 | |||||||
Technical Products | ||||||||
Liabilities Assumed | ||||||||
Net sales | 108.9 | 106.2 | $ 321.2 | $ 305.9 | ||||
Technical Products | FiberMark | ||||||||
Liabilities Assumed | ||||||||
Goodwill expected to be deductible for income tax purpose | 19.7 | 67.4 | 67.4 | |||||
Fine Paper and Packaging | ||||||||
Liabilities Assumed | ||||||||
Net sales | 116.9 | $ 109.1 | 330.3 | $ 330.2 | ||||
Fine Paper and Packaging | FiberMark | ||||||||
Liabilities Assumed | ||||||||
Goodwill expected to be deductible for income tax purpose | 6.5 | 6.5 | 6.5 | |||||
Other segments | FiberMark | ||||||||
Liabilities Assumed | ||||||||
Goodwill expected to be deductible for income tax purpose | $ 0.5 | $ 0.5 | $ 0.5 |
Supplemental Balance Sheet Da33
Supplemental Balance Sheet Data (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Inventories by major class: | ||
Raw materials | $ 31 | $ 26.1 |
Work in progress | 34.2 | 16.8 |
Finished goods | 61.7 | 65.8 |
Supplies and other | 4.5 | 6.5 |
Inventories, gross | 131.4 | 115.2 |
Adjust FIFO inventories to LIFO cost | (11.6) | (14) |
Total | 119.8 | 101.2 |
FIFO values of inventories valued on the LIFO method | $ 117.4 | $ 95.7 |
Supplemental Balance Sheet Da34
Supplemental Balance Sheet Data (Details 2) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Changes in accumulated other comprehensive income | ||||
AOCI, Balance at the beginning of the period | $ (68.4) | |||
Other comprehensive loss before reclassifications | (9.1) | |||
Amounts reclassified from AOCI | 5.4 | |||
Income (loss) from other comprehensive income items | $ 3.6 | $ (12.9) | (3.7) | $ (12.2) |
Provision for income taxes | 0.7 | 0.4 | 2 | 1.3 |
Other comprehensive income (loss) | 2.9 | (13.3) | (5.7) | (13.5) |
AOCI, Balance at the end of the period | (74.1) | (74.1) | ||
Income tax benefit | (8) | (5.6) | (25.8) | (20.4) |
Amount Reclassified from Accumulated Other Comprehensive Income | ||||
Changes in accumulated other comprehensive income | ||||
Cost of products sold and selling, general and administrative expenses | 1.8 | 1.1 | 5.4 | 3.4 |
Income tax benefit | 0.7 | $ 0.4 | 2 | $ 1.3 |
Unrealized foreign currency translation loss | ||||
Changes in accumulated other comprehensive income | ||||
AOCI, Balance at the beginning of the period | (5.8) | |||
Other comprehensive loss before reclassifications | (9.1) | |||
Income (loss) from other comprehensive income items | (9.1) | |||
Other comprehensive income (loss) | (9.1) | |||
AOCI, Balance at the end of the period | (14.9) | (14.9) | ||
Net gain (loss) from pension and other postretirement liabilities | ||||
Changes in accumulated other comprehensive income | ||||
AOCI, Balance at the beginning of the period | (62.6) | |||
Amounts reclassified from AOCI | 5.4 | |||
Income (loss) from other comprehensive income items | 5.4 | |||
Provision for income taxes | 2 | |||
Other comprehensive income (loss) | 3.4 | |||
AOCI, Balance at the end of the period | $ (59.2) | $ (59.2) |
Debt (Details)
Debt (Details) € in Millions, $ in Millions | 1 Months Ended | 9 Months Ended | ||
Dec. 31, 2014USD ($)installment | May. 31, 2013USD ($) | Sep. 30, 2015EUR (€)installment | Sep. 30, 2015USD ($)installment | |
Principal Payments | ||||
Total Debt | $ 234.3 | $ 246.2 | ||
Less: Debt payable within one year | 1.4 | 1.3 | ||
Long-term Debt | 232.9 | 244.9 | ||
Senior notes | 2021 Senior Notes (5.25% fixed rate) | ||||
Principal Payments | ||||
Total Debt | $ 175 | $ 175 | ||
Fixed rate of interest (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% |
Total term of notes | 8 years | |||
Face amount | $ 175 | |||
Period to pay cash dividends on common stock | 12 months | |||
Senior notes | 2021 Senior Notes (5.25% fixed rate) | Maximum | ||||
Principal Payments | ||||
Dividend restriction | $ 25 | |||
Line of credit | Global Revolving Credit Facilities (variable rates) due December 2019 | ||||
Principal Payments | ||||
Total Debt | $ 48.7 | 62.3 | ||
Line of credit | U.S Revolving Credit Facility | ||||
Principal Payments | ||||
Maximum borrowing capacity | 20 | |||
Line of credit | German Revolving Credit Facility | ||||
Principal Payments | ||||
Maximum borrowing capacity | 2 | |||
Secured debt | Global Revolving Credit Facilities (variable rates) due December 2019 | ||||
Principal Payments | ||||
Maximum borrowing capacity | 250 | |||
Maximum borrowing capacity that may be increased | $ 50 | |||
Period to pay cash dividends on common stock | 12 months | |||
Available credit | 126.6 | |||
Total outstanding | $ 48.7 | $ 62.3 | ||
Percentage of aggregate commitments to determine the stock repurchases and dividend payments | 12.50% | |||
Period to be maintained for stock repurchase or dividend payment | 60 days | |||
Fixed charge coverage ratio required | 1.1 | |||
Period for maintaining a fixed charge coverage ratio | 12 months | |||
Amount of the company's stock allowed to be repurchased in each fiscal year beginning in 2015 | $ 10 | |||
Borrowing availability to determine stock repurchases and dividend payments | $ 25 | |||
Facility fee on unused amount of Revolver commitment (as a percent) | 0.25% | |||
Weighted-average interest rate (as a percent) | 1.80% | 1.90% | 1.90% | |
Secured debt | Global Revolving Credit Facilities (variable rates) due December 2019 | Minimum | ||||
Principal Payments | ||||
Borrowing availability to determine change of reporting obligations and controls | $ 35 | |||
Percentage of aggregate commitments to determine the change of reporting obligations and controls | 17.50% | |||
Secured debt | Global Revolving Credit Facilities (variable rates) due December 2019 | Minimum | LIBOR | ||||
Principal Payments | ||||
Debt instrument basis spread on variable rate (as a percent) | 1.50% | |||
Secured debt | Global Revolving Credit Facilities (variable rates) due December 2019 | Maximum | ||||
Principal Payments | ||||
Dividend restriction | $ 25 | |||
Borrowing availability to determine change of reporting obligations and controls | 25 | |||
Borrowing availability for not achieving the fixed charge coverage ratio | $ 20 | |||
Percentage of aggregate commitments for not maintaining fixed charge coverage ratio | 10.00% | |||
Percentage of aggregate commitments to determine the change of reporting obligations and controls | 12.50% | |||
Secured debt | Global Revolving Credit Facilities (variable rates) due December 2019 | Maximum | LIBOR | ||||
Principal Payments | ||||
Debt instrument basis spread on variable rate (as a percent) | 2.00% | |||
Secured debt | Second German Loan Agreement (2.5% fixed rate) | ||||
Principal Payments | ||||
Total Debt | $ 10.6 | $ 8.9 | ||
Fixed rate of interest (as a percent) | 2.50% | 2.50% | 2.50% | |
Number of equal quarterly installments | installment | 32 | 32 | 32 | |
Maximum borrowing capacity | € 7.9 | $ 8.9 | ||
Secured debt | U.S Revolving Credit Facility | ||||
Principal Payments | ||||
Maximum borrowing capacity | $ 125 | |||
Secured debt | U.S Revolving Credit Facility | Federal funds rate | ||||
Principal Payments | ||||
Debt instrument reference rate | 0.50% | |||
Secured debt | U.S Revolving Credit Facility | Monthly LIBOR | ||||
Principal Payments | ||||
Debt instrument reference rate | 1.00% | |||
Secured debt | U.S Revolving Credit Facility | Minimum | Prime rate | ||||
Principal Payments | ||||
Debt instrument basis spread on variable rate (as a percent) | 0.00% | |||
Secured debt | U.S Revolving Credit Facility | Minimum | Federal funds rate | ||||
Principal Payments | ||||
Debt instrument basis spread on variable rate (as a percent) | 0.00% | |||
Secured debt | U.S Revolving Credit Facility | Minimum | Monthly LIBOR | ||||
Principal Payments | ||||
Debt instrument basis spread on variable rate (as a percent) | 1.50% | |||
Debt instrument reference rate | 0.00% | |||
Secured debt | U.S Revolving Credit Facility | Maximum | Prime rate | ||||
Principal Payments | ||||
Debt instrument basis spread on variable rate (as a percent) | 0.50% | |||
Secured debt | U.S Revolving Credit Facility | Maximum | Federal funds rate | ||||
Principal Payments | ||||
Debt instrument basis spread on variable rate (as a percent) | 0.50% | |||
Secured debt | U.S Revolving Credit Facility | Maximum | Monthly LIBOR | ||||
Principal Payments | ||||
Debt instrument basis spread on variable rate (as a percent) | 2.00% | |||
Secured debt | U.S Revolving Credit Facility | Maximum | Overnight LIBOR | ||||
Principal Payments | ||||
Debt instrument basis spread on variable rate (as a percent) | 1.50% | |||
Secured debt | German Revolving Credit Facility | ||||
Principal Payments | ||||
Maximum borrowing capacity | $ 75 | |||
Secured debt | German Revolving Credit Facility | Minimum | Overnight LIBOR | ||||
Principal Payments | ||||
Debt instrument basis spread on variable rate (as a percent) | 2.00% | |||
Debt instrument reference rate | 0.00% |
Pension and Other Postretirem36
Pension and Other Postretirement Benefits (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Pension and other postretirement benefits | |||||
Payment for unfunded pension plans | $ 1.3 | ||||
Fiber Mark | |||||
Pension and other postretirement benefits | |||||
Employer contributions | $ 0.1 | ||||
Net periodic benefit cost | $ 0.1 | ||||
Fiber Mark | Minimum | |||||
Defined contribution plans | |||||
Matching contribution (as a percent) | 0.00% | ||||
Fiber Mark | Maximum | |||||
Pension and other postretirement benefits | |||||
Plan contribution (as a percent) | 5.00% | ||||
Defined contribution plans | |||||
Matching contribution (as a percent) | 3.00% | ||||
Pension Benefits | |||||
Pension and other postretirement benefits | |||||
Defined benefit plan investments | $ 1.7 | $ 1.7 | |||
Defined benefit plan investments classified as prepaid and other current assets | 0.6 | 0.6 | |||
Defined benefit plan investments classified as other assets | 1.1 | 1.1 | |||
Service cost | 1.5 | $ 1.3 | 4.4 | $ 4 | |
Interest cost | 3.7 | 3.8 | 10.4 | 11.5 | |
Expected return on plan assets | (5) | (4.1) | (14.1) | (12.6) | |
Recognized net actuarial loss | 1.6 | 1 | 5 | 3.2 | |
Amortization of prior service cost (benefit) | 0.1 | 0.1 | 0.2 | 0.2 | |
Net periodic benefit cost | 1.9 | 2.1 | 5.9 | 6.3 | |
Less: Cost related to discontinued operations | 0.2 | 0.2 | 0.7 | 0.6 | |
Net periodic benefit cost related to continuing operations | 1.7 | 1.9 | 5.2 | 5.7 | |
Aggregate contributions to qualified and non-qualified pension trusts and payments of pension benefits for unfunded pension plans | 5 | ||||
Postretirement Benefits Other than Pensions | |||||
Pension and other postretirement benefits | |||||
Service cost | 0.5 | 0.4 | 1.3 | 1.2 | |
Interest cost | 0.4 | 0.4 | 1.2 | 1.4 | |
Recognized net actuarial loss | 0.1 | 0.1 | |||
Amortization of prior service cost (benefit) | (0.1) | (0.2) | (0.1) | ||
Net periodic benefit cost | 0.8 | 0.8 | 2.4 | 2.6 | |
Less: Cost related to discontinued operations | 0.1 | 0.1 | 0.2 | 0.3 | |
Net periodic benefit cost related to continuing operations | $ 0.7 | $ 0.7 | $ 2.2 | $ 2.3 |
Stock Compensation Plan (Detail
Stock Compensation Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2004 | |
Stock-based compensation expense and related income tax benefits | ||||||
Stock-based compensation expense | $ 1 | $ 1.1 | $ 4.5 | $ 4.1 | ||
Income tax benefit | (0.5) | (0.5) | (1.8) | (1.6) | ||
Stock-based compensation, net of income tax benefit | 0.5 | 0.6 | 2.7 | 2.5 | ||
Compensation costs related to equity awards and amounts recognized | ||||||
Compensation expense recognized | (1) | (1.1) | (4.5) | (4.1) | ||
Outstanding stock options and SARs | ||||||
Excess tax benefits (deficiency) related to the exercise or vesting of stock-based awards | 1.1 | 3 | ||||
Options | ||||||
Stock-based compensation expense and related income tax benefits | ||||||
Stock-based compensation expense | 1.5 | |||||
Compensation costs related to equity awards and amounts recognized | ||||||
Unrecognized compensation cost at the beginning of the period | 1.1 | |||||
Grant date fair value of current year grants | 1.4 | |||||
Compensation expense recognized | (1.5) | |||||
Unrecognized compensation cost at the end of the period | 1 | $ 1 | ||||
Expected amortization period | 1 year 8 months 12 days | |||||
Fair value assumptions | ||||||
Expected term in years | 5 years 9 months 18 days | |||||
Risk free interest rate (as a percent) | 1.40% | |||||
Volatility (as a percent) | 34.40% | |||||
Dividend yield (as a percent) | 2.00% | |||||
Additional disclosures | ||||||
Aggregate pre-tax intrinsic value of stock options and SARs exercised | $ 0.8 | $ 1.9 | $ 3.7 | $ 10.3 | ||
Outstanding stock options and SARs | ||||||
Stock options and SARs vested or expected to vest (in shares) | 568,600 | 568,600 | 601,100 | |||
Aggregate intrinsic value (in dollars) | $ 15.6 | $ 15.6 | $ 20.3 | |||
Per share weighted average exercise price (in dollars per share) | $ 31.09 | $ 31.09 | $ 26.46 | |||
Exercisable stock options and SARs (in shares) | 270,200 | 270,200 | 292,900 | |||
Aggregate intrinsic value (in dollars) | $ 9.6 | $ 9.6 | $ 11.4 | |||
Unvested stock options and SARs (in shares) | 302,900 | 302,900 | 311,100 | |||
Per share weighted average grant date fair value (in dollars per share) | $ 12.14 | $ 12.14 | $ 10.37 | |||
Performance Shares and Restricted Stock | ||||||
Stock-based compensation expense and related income tax benefits | ||||||
Stock-based compensation expense | $ 3 | |||||
Compensation costs related to equity awards and amounts recognized | ||||||
Unrecognized compensation cost at the beginning of the period | 2.2 | |||||
Grant date fair value of current year grants | 3.5 | |||||
Compensation expense recognized | (3) | |||||
Unrecognized compensation cost at the end of the period | $ 2.7 | $ 2.7 | ||||
Expected amortization period | 1 year 6 months | |||||
Nonqualified stock options | ||||||
Stock options awarded | ||||||
Nonqualified stock options granted (in shares) | 87,900 | |||||
Per share weighted average exercise price (in dollars per share) | $ 59.72 | |||||
Per share weighted average grant date fair value (in dollars per share) | $ 16.47 | |||||
Performance units | ||||||
Additional disclosures | ||||||
Granted (in shares) | 45,100 | |||||
Percentage of target to be awarded, low end of range | 40.00% | |||||
Percentage of target to be awarded, high end of range | 200.00% | |||||
Common stock earned as a percentage of the performance unit target | 150.00% | 150.00% | ||||
Market price at grant date of performance units | $ 59.72 | $ 59.72 | ||||
Nonqualified stock options and SARs | ||||||
Stock options and SARs vested | ||||||
Vested (in shares) | 96,100 | |||||
Aggregate grant date fair value | $ 1 | |||||
RSUs | ||||||
Stock-based compensation expense and related income tax benefits | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | |||||
Additional disclosures | ||||||
Granted (in shares) | 3,145 | |||||
Shares granted (in dollars per share) | $ 61.64 | |||||
Outstanding stock options and SARs | ||||||
Vesting period | 1 year | |||||
RSUs | Non-employee members of the board of directors | ||||||
Additional disclosures | ||||||
Granted (in shares) | 9,030 | |||||
Omnibus Plan | ||||||
Stock Compensation Plans | ||||||
Shares of common stock reserved for future issuance | 1,295,000 | 1,295,000 | 3,500,000 | |||
Par value of shares of common stock (in dollars per share) | $ 0.01 | |||||
Additional common stock reserved for issuance subject to shareholders approval (in shares) | 1,577,000 | |||||
LTIP | Stock options | Participants | ||||||
Additional disclosures | ||||||
Shares outstanding that vested and would have been exercisable had the participants reached retirement age | 90,000 | 90,000 | ||||
Aggregate grant date fair value of options subject to accelerated vesting | $ 1.3 |
Goodwill and Other Intangible38
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Aug. 01, 2015 | |
Gross Amount | ||
Balance at the beginning of the period | $ 100.8 | |
Foreign currency translation | (6.6) | |
Balance at the end of the period | 120.9 | |
Cumulative Impairment Losses | ||
Balance at the beginning of the period | (50.3) | |
Foreign currency translation | 3.8 | |
Balance at the end of the period | (46.5) | |
Net | ||
Balance at the beginning of the period | 50.5 | |
Foreign currency translation | (2.8) | |
Balance at the end of the period | 74.4 | |
FiberMark | ||
Goodwill expected to be deductible for income tax purpose | $ 0 | |
Net | ||
Acquisition of FiberMark | 26.7 | |
FiberMark | Technical Products | ||
Goodwill expected to be deductible for income tax purpose | 67.4 | 19.7 |
FiberMark | Fine Paper and Packaging | ||
Goodwill expected to be deductible for income tax purpose | 6.5 | 6.5 |
FiberMark | Other segments | ||
Goodwill expected to be deductible for income tax purpose | $ 0.5 | $ 0.5 |
Goodwill and Other Intangible39
Goodwill and Other Intangible Assets (Details 2) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2015 | Aug. 01, 2015 | Dec. 31, 2014 | |
Other Intangible Assets | |||
Amortizable intangible assets, Gross Amount | $ 56.3 | $ 31.7 | |
Amortizable intangible assets, Accumulated Amortization | (11.6) | (10.4) | |
Total, Gross Amount | 92.2 | 67 | |
FiberMark | |||
Other Intangible Assets | |||
Intangible assets-definite lived | 25.5 | $ 25.5 | |
Intangible assets-indefinite lived | $ 1.4 | ||
Total intangible assets | 26.9 | ||
FiberMark | Technical Products | |||
Other Intangible Assets | |||
Total intangible assets | 50.9 | ||
FiberMark | Fine Paper and Packaging | |||
Other Intangible Assets | |||
Total intangible assets | 28.6 | ||
FiberMark | Other segments | |||
Other Intangible Assets | |||
Total intangible assets | 1.1 | ||
Trade names | |||
Other Intangible Assets | |||
Non-amortizable, Gross Amount | 35.9 | 35.3 | |
Trademarks | FiberMark | |||
Other Intangible Assets | |||
Intangible assets-indefinite lived | $ 1.4 | ||
Trademarks | FiberMark | |||
Other Intangible Assets | |||
Average amortization | 15 years | ||
Intangible assets-definite lived | $ 2.7 | ||
Customer based intangibles | |||
Other Intangible Assets | |||
Average amortization | 15 years | ||
Amortizable intangible assets, Gross Amount | $ 35.9 | 22.7 | |
Amortizable intangible assets, Accumulated Amortization | $ (8.6) | (8.1) | |
Customer based intangibles | FiberMark | |||
Other Intangible Assets | |||
Average amortization | 15 years | ||
Intangible assets-definite lived | $ 14.1 | ||
Trade names and trademarks | |||
Other Intangible Assets | |||
Amortizable intangible assets, Gross Amount | 4.4 | 1.5 | |
Amortizable intangible assets, Accumulated Amortization | $ (1.7) | (1.3) | |
Trade names and trademarks | Minimum | |||
Other Intangible Assets | |||
Average amortization | 10 years | ||
Trade names and trademarks | Maximum | |||
Other Intangible Assets | |||
Average amortization | 15 years | ||
Acquired technology | |||
Other Intangible Assets | |||
Amortizable intangible assets, Gross Amount | $ 16 | 7.5 | |
Amortizable intangible assets, Accumulated Amortization | $ (1.3) | $ (1) | |
Acquired technology | Minimum | |||
Other Intangible Assets | |||
Average amortization | 10 years | ||
Acquired technology | Maximum | |||
Other Intangible Assets | |||
Average amortization | 15 years | ||
Acquired technology | FiberMark | |||
Other Intangible Assets | |||
Average amortization | 13 years | ||
Intangible assets-definite lived | $ 8.7 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ in Millions | 1 Months Ended | 9 Months Ended | |||
May. 31, 2015USD ($) | May. 31, 2014USD ($) | Sep. 30, 2015USD ($)itemshares | Sep. 30, 2014USD ($)shares | Dec. 31, 2014shares | |
Stockholders' equity | |||||
Shares acquired by the entity | 2,200 | 3,000 | |||
Cost of shares acquired by the entity | $ | $ 0.2 | $ 0.1 | |||
Authorized shares of common stock | 100,000,000 | ||||
Voting rights per common share | item | 1 | ||||
Common stock, outstanding shares | 16,730,000 | 16,748,000 | |||
2014 Stock Purchase Plan | |||||
Stockholders' equity | |||||
Period over which repurchases allowed under the plan | 12 months | ||||
Common stock purchased under the stock purchase plan (in shares) | 60,900 | 0 | |||
Cost of shares of common stock acquired | $ | $ 3.4 | ||||
2014 Stock Purchase Plan | Maximum | |||||
Stockholders' equity | |||||
Authorized amount of repurchase under the stock purchase plan | $ | $ 25 | ||||
2015 Stock Purchase Plan | |||||
Stockholders' equity | |||||
Period over which repurchases allowed under the plan | 12 months | ||||
Common stock purchased under the stock purchase plan (in shares) | 42,100 | ||||
Cost of shares of common stock acquired | $ | $ 2.4 | ||||
2015 Stock Purchase Plan | Maximum | |||||
Stockholders' equity | |||||
Authorized amount of repurchase under the stock purchase plan | $ | $ 25 |
Contingencies and Legal Matte41
Contingencies and Legal Matters (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Germany | |
Concentration Risk [Line Items] | |
Percentage of salaried employees eligible to be represented by Mining, Chemicals and Energy Trade Union (IG BCE) | 50.00% |
Percentage of hourly employees eligible to be represented by Mining, Chemicals and Energy Trade Union (IG BCE) | 80.00% |
Unionized Employees Concentration | United States And United Kingdom [Member] | FiberMark | Workforce Subject to Collective Bargaining Arrangements | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 72.00% |
Unionized Employees Concentration | United States And United Kingdom [Member] | FiberMark | Workforce Subject to Collective Bargaining Arrangements Expiring within One Year | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 38.00% |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Millions | Oct. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Discontinued Operations | ||||||
Annual sales | $ 231.6 | $ 215.3 | $ 657.3 | $ 636.1 | ||
Asset impairment | 5.5 | |||||
Selected financial information for discontinued operations | ||||||
Income (Loss) From Discontinued Operations Before Income Taxes | (0.2) | 0.3 | 0.4 | 1.4 | ||
Loss on sale | (6.9) | (6.9) | ||||
Income (loss) from discontinued operations before income taxes | (7.1) | 0.3 | (6.5) | 1.4 | ||
Income tax provision | 0.3 | 0.1 | 0.4 | 0.4 | ||
Assets Held For Sale | ||||||
Assets Held for Sale | 38.1 | 38.1 | $ 46.3 | |||
Liabilities Related to Facilities Held for Sale | ||||||
Liabilities related to facilities held for sale | 27.4 | 27.4 | 27.3 | |||
Lahnstein Mill And Fitchburg Mill | ||||||
Assets Held For Sale | ||||||
Accounts receivable - net | 4.9 | 4.9 | 2.4 | |||
Inventories | 9.6 | 9.6 | 10.1 | |||
Prepaid and other current assets | 1.2 | 1.2 | 1.4 | |||
Property, Plant and Equipment | 24.3 | 24.3 | 28.3 | |||
Goodwill | 0.9 | 0.9 | 1 | |||
Intangible Assets-net | 1.9 | 1.9 | 2.3 | |||
Other Assets | 0.8 | 0.8 | 0.9 | |||
Less, Asset impairment | (5.5) | (5.5) | ||||
Assets Held for Sale | 38.1 | 38.1 | 46.3 | |||
Liabilities Related to Facilities Held for Sale | ||||||
Accounts payable | 2.6 | 2.6 | 2.4 | |||
Accrued expenses | 3.3 | 3.3 | 2 | |||
Deferred Income Taxes | 0.6 | 0.6 | 0.7 | |||
Noncurrent Employee Benefits | 20.9 | 20.9 | 22.2 | |||
Liabilities related to facilities held for sale | 27.4 | 27.4 | 27.3 | |||
Net assets held for sale | 10.7 | 10.7 | ||||
Lahnstein Mill | ||||||
Discontinued Operations | ||||||
Cash proceeds from sale of mill | $ 9 | |||||
Pension and related liabilities of discontinued operations | $ 20 | |||||
Annual sales | $ 50 | |||||
Asset impairment | 5.5 | |||||
Transaction costs | 1.4 | |||||
Selected financial information for discontinued operations | ||||||
Net sales | 12.2 | 15.2 | 38.8 | 50 | ||
Cost of products sold | 11.5 | 13.7 | 35.5 | 44.5 | ||
Gross Profit | 0.7 | 1.5 | 3.3 | 5.5 | ||
Selling, general and administrative expenses | 0.1 | 1.1 | 3.2 | 3.7 | ||
Restructuring costs | 0.1 | 0.1 | 0.1 | 0.6 | ||
Other income - net | (0.2) | (0.4) | (0.2) | |||
Income (Loss) From Discontinued Operations Before Income Taxes | (0.2) | 0.3 | 0.4 | 1.4 | ||
Loss on sale | (6.9) | (6.9) | ||||
Income (loss) from discontinued operations before income taxes | (7.1) | 0.3 | (6.5) | 1.4 | ||
Income tax provision | 0.3 | 0.1 | 0.4 | 0.4 | ||
Income (loss) from discontinued operations | (7.4) | $ 0.2 | (6.9) | 1 | ||
Selected cash flow information of discontinued operations | ||||||
Depreciation and amortization | 2.5 | 13 | ||||
Capital expenditures | 0.4 | $ 0.6 | ||||
Liabilities Related to Facilities Held for Sale | ||||||
Net assets held for sale | 8.8 | 8.8 | ||||
Fitchburg Mill | ||||||
Liabilities Related to Facilities Held for Sale | ||||||
Net assets held for sale | $ 1.9 | $ 1.9 |
Business Segment Information (D
Business Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Business segment | |||||
Net sales | $ 231.6 | $ 215.3 | $ 657.3 | $ 636.1 | |
Operating income (loss) | 24.4 | 21.7 | 80.5 | 69.6 | |
Total Assets | 801.5 | 801.5 | $ 730.6 | ||
Assets held for Sale | |||||
Business segment | |||||
Total Assets | 38.1 | 38.1 | 46.3 | ||
Unallocated corporate costs | |||||
Business segment | |||||
Operating income (loss) | (3.6) | (3.2) | (13.2) | (11.5) | |
Technical Products | |||||
Business segment | |||||
Net sales | 108.9 | 106.2 | 321.2 | 305.9 | |
Operating income (loss) | 11 | 9.6 | 41.7 | 35.5 | |
Total Assets | 450.2 | 450.2 | 372.8 | ||
Fine Paper and Packaging | |||||
Business segment | |||||
Net sales | 116.9 | 109.1 | 330.3 | 330.2 | |
Operating income (loss) | 17.2 | $ 15.3 | 52.2 | $ 45.6 | |
Total Assets | 262.5 | 262.5 | 228.8 | ||
Other | |||||
Business segment | |||||
Net sales | 5.8 | 5.8 | |||
Operating income (loss) | (0.2) | (0.2) | |||
Corporate and Other | |||||
Business segment | |||||
Total Assets | $ 50.7 | $ 50.7 | $ 82.7 |