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Delaware
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20-1308307
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3460 Preston Ridge Road
Alpharetta, Georgia
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30005
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Emerging growth company
¨
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
'[
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2017
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2016
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2017
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2016
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||||||||
Net sales
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$
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245.1
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$
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232.9
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$
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735.9
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$
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721.0
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Cost of products sold
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197.1
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183.7
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582.3
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553.0
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||||
Gross profit
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48.0
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49.2
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153.6
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168.0
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||||
Selling, general and administrative expenses
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21.4
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21.0
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70.9
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71.8
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||||
Acquisition/integration/restructuring costs
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0.9
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1.2
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0.9
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3.7
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||||
Insurance settlement
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(3.2
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)
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—
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(3.2
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)
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—
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||||
Other (income) expense - net
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(0.1
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)
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0.1
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(0.2
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)
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0.3
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||||
Operating income
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29.0
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26.9
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85.2
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92.2
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||||
Interest expense - net
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3.2
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2.7
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9.4
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8.3
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||||
Income from continuing operations before income taxes
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25.8
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24.2
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75.8
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83.9
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||||
Provision for income taxes
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7.0
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7.8
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14.4
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26.9
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||||
Income from continuing operations
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18.8
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16.4
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61.4
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57.0
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||||
Loss from discontinued operations, net of income taxes
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—
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—
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—
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(0.4
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)
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||||
Net income
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$
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18.8
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$
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16.4
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$
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61.4
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$
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56.6
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||||||||
Earnings Per Common Share
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||||||
Basic
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||||||
Continuing operations
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$
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1.11
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$
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0.97
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$
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3.63
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$
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3.36
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Discontinued operations
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—
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—
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—
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(0.02
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)
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||||
Basic
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$
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1.11
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$
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0.97
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$
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3.63
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$
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3.34
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Diluted
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||||||
Continuing operations
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$
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1.10
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$
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0.95
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3.58
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3.30
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Discontinued operations
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—
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—
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—
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(0.02
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)
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||||
Diluted
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$
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1.10
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$
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0.95
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3.58
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3.28
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||||||||
Weighted Average Common Shares Outstanding (in thousands)
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||||||
Basic
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16,811
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16,771
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16,794
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16,774
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Diluted
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16,974
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17,088
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17,034
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17,068
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Cash Dividends Declared Per Share of Common Stock
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$
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0.37
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$
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0.33
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$
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1.11
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$
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0.99
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2017
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2016
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2017
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2016
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||||||||
Net income
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$
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18.8
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$
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16.4
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$
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61.4
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$
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56.6
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Unrealized foreign currency translation gain
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5.0
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|
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0.7
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16.1
|
|
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0.9
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||||
Reclassification of amortization of adjustments to pension and other postretirement benefit liabilities recognized in net periodic benefit cost (Note 5)
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1.4
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1.9
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4.6
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5.5
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|
||||
Net gain (loss) from pension and other postretirement benefit plans (Note 3)
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0.2
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—
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(1.0
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)
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—
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Unrealized gain on “available-for-sale” securities
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—
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—
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0.1
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0.1
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Income from other comprehensive income items
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6.6
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2.6
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19.8
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6.5
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|
||||
Provision for income taxes
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0.5
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0.7
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1.4
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2.1
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Other comprehensive income
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6.1
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1.9
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18.4
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4.4
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Comprehensive income
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$
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24.9
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$
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18.3
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$
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79.8
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$
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61.0
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September 30, 2017
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December 31, 2016
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||||
ASSETS
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Current Assets
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Cash and cash equivalents
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$
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24.2
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$
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3.1
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Accounts receivable (less allowances of $1.7 million and $1.5 million)
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122.7
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96.5
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Inventories
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124.3
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116.3
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Prepaid and other current assets
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17.4
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20.4
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Total Current Assets
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288.6
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236.3
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Property, Plant and Equipment
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Property, Plant and Equipment, at cost
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800.1
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|
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755.6
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|
||
Less accumulated depreciation
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418.7
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391.0
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Property, plant and equipment—net
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381.4
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|
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364.6
|
|
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Deferred Income Taxes
|
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10.1
|
|
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6.1
|
|
||
Goodwill
|
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74.3
|
|
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70.4
|
|
||
Intangible Assets—net
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73.5
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74.0
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Other Noncurrent Assets
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18.9
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|
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14.2
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|
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TOTAL ASSETS
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$
|
846.8
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$
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765.6
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||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
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Current Liabilities
|
|
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Debt payable within one year
|
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$
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1.3
|
|
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$
|
1.2
|
|
Accounts payable
|
|
60.9
|
|
|
55.6
|
|
||
Accrued expenses
|
|
52.2
|
|
|
51.2
|
|
||
Total Current Liabilities
|
|
114.4
|
|
|
108.0
|
|
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Long-term Debt
|
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221.6
|
|
|
219.7
|
|
||
Deferred Income Taxes
|
|
20.8
|
|
|
10.1
|
|
||
Noncurrent Employee Benefits
|
|
86.3
|
|
|
86.7
|
|
||
Other Noncurrent Obligations
|
|
6.8
|
|
|
2.8
|
|
||
TOTAL LIABILITIES
|
|
449.9
|
|
|
427.3
|
|
||
Contingencies and Legal Matters (
Note 8
)
|
|
—
|
|
|
—
|
|
||
TOTAL STOCKHOLDERS’ EQUITY
|
|
396.9
|
|
|
338.3
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
846.8
|
|
|
$
|
765.6
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||
Net income
|
|
$
|
61.4
|
|
|
$
|
56.6
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
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Depreciation and amortization
|
|
24.3
|
|
|
24.0
|
|
||
Stock-based compensation
|
|
4.3
|
|
|
4.4
|
|
||
Deferred income tax provision
|
|
4.4
|
|
|
10.4
|
|
||
Non-cash effects of changes in liabilities for uncertain income tax positions
|
|
0.2
|
|
|
—
|
|
||
Loss on asset dispositions
|
|
0.2
|
|
|
0.1
|
|
||
(Increase) decrease in working capital
|
|
(12.2
|
)
|
|
4.7
|
|
||
Pension and other postretirement benefits
|
|
(1.1
|
)
|
|
(2.3
|
)
|
||
Other
|
|
0.1
|
|
|
(0.2
|
)
|
||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
81.6
|
|
|
97.7
|
|
||
|
|
|
|
|
||||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(27.2
|
)
|
|
(49.4
|
)
|
||
Asset acquisition
|
|
(8.0
|
)
|
|
—
|
|
||
Purchase of marketable securities
|
|
—
|
|
|
(0.1
|
)
|
||
Other
|
|
(0.3
|
)
|
|
—
|
|
||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(35.5
|
)
|
|
(49.5
|
)
|
||
|
|
|
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
||
Long-term borrowings (Note 4)
|
|
212.3
|
|
|
185.9
|
|
||
Repayments of long-term debt (Note 4)
|
|
(212.1
|
)
|
|
(206.3
|
)
|
||
Cash dividends paid
|
|
(18.9
|
)
|
|
(16.8
|
)
|
||
Shares purchased (Note 7)
|
|
(7.0
|
)
|
|
(8.0
|
)
|
||
Proceeds from exercise of stock options
|
|
0.4
|
|
|
0.3
|
|
||
NET CASH USED IN FINANCING ACTIVITIES
|
|
(25.3
|
)
|
|
(44.9
|
)
|
||
|
|
|
|
|
||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
0.3
|
|
|
(0.2
|
)
|
||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
21.1
|
|
|
3.1
|
|
||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
|
3.1
|
|
|
4.2
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
24.2
|
|
|
$
|
7.3
|
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||
Cash paid during period for interest, net of interest expense capitalized
|
|
$
|
6.1
|
|
|
$
|
5.2
|
|
Cash paid during period for income taxes
|
|
$
|
6.4
|
|
|
$
|
14.1
|
|
Non-cash investing activities:
|
|
|
|
|
|
|
||
Liability for equipment acquired
|
|
$
|
3.0
|
|
|
$
|
10.0
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Income from continuing operations
|
|
$
|
18.8
|
|
|
$
|
16.4
|
|
|
$
|
61.4
|
|
|
$
|
57.0
|
|
Amounts attributable to participating securities
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.5
|
)
|
|
(0.6
|
)
|
||||
Income from continuing operations available to common stockholders
|
|
18.6
|
|
|
16.2
|
|
|
60.9
|
|
|
56.4
|
|
||||
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||
Net income available to common stockholders
|
|
$
|
18.6
|
|
|
$
|
16.2
|
|
|
$
|
60.9
|
|
|
$
|
56.0
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average basic shares outstanding
|
|
16,811
|
|
|
16,771
|
|
|
16,794
|
|
|
16,774
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
1.11
|
|
|
$
|
0.97
|
|
|
$
|
3.63
|
|
|
$
|
3.36
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
||||
Basic earnings per share
|
|
$
|
1.11
|
|
|
$
|
0.97
|
|
|
$
|
3.63
|
|
|
$
|
3.34
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Income from continuing operations
|
|
$
|
18.8
|
|
|
$
|
16.4
|
|
|
$
|
61.4
|
|
|
$
|
57.0
|
|
Amounts attributable to participating securities
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.5
|
)
|
|
(0.6
|
)
|
||||
Income from continuing operations available to common stockholders
|
|
18.6
|
|
|
16.2
|
|
|
60.9
|
|
|
56.4
|
|
||||
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||
Net income available to common stockholders
|
|
$
|
18.6
|
|
|
$
|
16.2
|
|
|
$
|
60.9
|
|
|
$
|
56.0
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average basic shares outstanding
|
|
16,811
|
|
|
16,771
|
|
|
16,794
|
|
|
16,774
|
|
||||
Add: Assumed incremental shares under stock compensation plans (a)
|
|
163
|
|
|
317
|
|
|
240
|
|
|
294
|
|
||||
Weighted-average diluted shares
|
|
16,974
|
|
|
17,088
|
|
|
17,034
|
|
|
17,068
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
|
$
|
1.10
|
|
|
$
|
0.95
|
|
|
$
|
3.58
|
|
|
$
|
3.30
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
||||
Diluted earnings per share
|
|
$
|
1.10
|
|
|
$
|
0.95
|
|
|
$
|
3.58
|
|
|
$
|
3.28
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying
Value
|
|
Fair Value (a)(b)
|
|
Carrying
Value
|
|
Fair Value (a)(b)
|
||||||||
2021 Senior Notes (5.25% fixed rate)
|
|
$
|
175.0
|
|
|
$
|
171.0
|
|
|
$
|
175.0
|
|
|
$
|
169.5
|
|
Global Revolving Credit Facilities (variable rates)
|
|
43.9
|
|
|
43.9
|
|
|
42.9
|
|
|
42.9
|
|
||||
German loan agreement (2.45% fixed rate)
|
|
7.0
|
|
|
7.0
|
|
|
6.8
|
|
|
6.8
|
|
||||
Total debt
|
|
$
|
225.9
|
|
|
$
|
221.9
|
|
|
$
|
224.7
|
|
|
$
|
219.2
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Raw materials
|
|
$
|
32.5
|
|
|
$
|
31.6
|
|
Work in progress
|
|
36.7
|
|
|
26.8
|
|
||
Finished goods
|
|
61.6
|
|
|
63.0
|
|
||
Supplies and other
|
|
3.6
|
|
|
3.1
|
|
||
|
|
134.4
|
|
|
124.5
|
|
||
Adjust FIFO inventories to LIFO cost
|
|
(10.1
|
)
|
|
(8.2
|
)
|
||
Total
|
|
$
|
124.3
|
|
|
$
|
116.3
|
|
|
|
Net unrealized foreign
currency translation
gain (loss)
|
|
Net gain (loss) from
pension and other
postretirement
liabilities (a)
|
|
Unrealized gain (loss) on
“available-for-sale”
securities
|
|
Accumulated other
comprehensive income
(loss)
|
||||||||
AOCI — December 31, 2016
|
|
$
|
(27.4
|
)
|
|
$
|
(64.5
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(92.0
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
16.1
|
|
|
(1.0
|
)
|
|
0.1
|
|
|
15.2
|
|
||||
Amounts reclassified from AOCI
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
4.6
|
|
||||
Income from other comprehensive income items
|
|
16.1
|
|
|
3.6
|
|
|
0.1
|
|
|
19.8
|
|
||||
Provision for income taxes
|
|
0.1
|
|
|
1.3
|
|
|
—
|
|
|
1.4
|
|
||||
Other comprehensive income
|
|
16.0
|
|
|
2.3
|
|
|
0.1
|
|
|
18.4
|
|
||||
AOCI — September 30, 2017
|
|
$
|
(11.4
|
)
|
|
$
|
(62.2
|
)
|
|
$
|
—
|
|
|
$
|
(73.6
|
)
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
2021 Senior Notes (5.25% fixed rate) due May 2021
|
|
$
|
175.0
|
|
|
$
|
175.0
|
|
Global Revolving Credit Facilities (variable rates) due December 2019
|
|
43.9
|
|
|
42.9
|
|
||
German loan agreement (2.45% fixed rate) due in 32 equal quarterly installments ending September 2022
|
|
7.0
|
|
|
6.8
|
|
||
Deferred financing costs
|
|
(3.0
|
)
|
|
(3.8
|
)
|
||
Total debt
|
|
222.9
|
|
|
220.9
|
|
||
Less: Debt payable within one year
|
|
1.3
|
|
|
1.2
|
|
||
Long-term debt
|
|
$
|
221.6
|
|
|
$
|
219.7
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
Other than Pensions
|
||||||||||||
|
|
Three Months Ended September 30,
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
|
$
|
1.3
|
|
|
$
|
1.2
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Interest cost
|
|
3.6
|
|
|
4.0
|
|
|
0.3
|
|
|
0.4
|
|
||||
Expected return on plan assets (a)
|
|
(5.0
|
)
|
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized net actuarial loss
|
|
1.4
|
|
|
1.6
|
|
|
—
|
|
|
0.1
|
|
||||
Amortization of prior service benefit
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Net periodic benefit cost
|
|
$
|
1.4
|
|
|
$
|
2.2
|
|
|
$
|
0.6
|
|
|
$
|
0.7
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
Other than Pensions
|
||||||||||||
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
|
$
|
4.0
|
|
|
$
|
3.6
|
|
|
$
|
0.9
|
|
|
$
|
0.9
|
|
Interest cost
|
|
11.0
|
|
|
12.0
|
|
|
1.1
|
|
|
1.2
|
|
||||
Expected return on plan assets (a)
|
|
(14.8
|
)
|
|
(14.2
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized net actuarial loss
|
|
4.5
|
|
|
4.9
|
|
|
0.1
|
|
|
0.2
|
|
||||
Amortization of prior service benefit
|
|
0.2
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
||||
Net periodic benefit cost
|
|
$
|
4.9
|
|
|
$
|
6.5
|
|
|
$
|
2.0
|
|
|
$
|
2.1
|
|
Options granted
|
144,089
|
|
|
Per share weighted average exercise price
|
$
|
82.11
|
|
Per share weighted average grant date fair value
|
$
|
13.54
|
|
Expected term in years
|
5.8
|
|
Risk free interest rate
|
2.1
|
%
|
Volatility
|
22.9
|
%
|
Dividend yield
|
3.0
|
%
|
Options vested
|
113,581
|
|
|
Aggregate grant date fair value of Options vested (in millions)
|
$
|
1.6
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Options outstanding
|
|
502,595
|
|
|
530,462
|
|
||
Aggregate intrinsic value (in millions)
|
|
$
|
15.7
|
|
|
$
|
25.0
|
|
Per share weighted average exercise price
|
|
$
|
54.36
|
|
|
$
|
38.35
|
|
Exercisable Options
|
|
279,581
|
|
|
336,336
|
|
||
Aggregate intrinsic value (in millions)
|
|
$
|
12.6
|
|
|
$
|
19.3
|
|
Unvested Options
|
|
223,014
|
|
|
194,126
|
|
||
Per share weighted average grant date fair value
|
|
$
|
14.65
|
|
|
$
|
15.15
|
|
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
||||||||||
|
|
Shares
|
|
$
|
|
Shares
|
|
$
|
||||||
2017 Stock Purchase Plan
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
2016 Stock Purchase Plan
|
|
85,354
|
|
|
6.8
|
|
|
33,800
|
|
|
2.6
|
|
||
2015 Stock Purchase Plan
|
|
—
|
|
|
—
|
|
|
93,600
|
|
|
5.2
|
|
•
|
The Technical Products segment is an aggregation of the Company’s filtration and performance materials businesses which are similar in terms of economic characteristics, nature of products, processes, customer class and product distribution methods and 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 segment is a leading supplier of premium printing and other high-end specialty papers, premium packaging and specialty office papers, primarily in North America.
|
•
|
The Other segment is composed of papers sold to converters for end uses such as covering materials for datebooks, diaries, yearbooks and traditional photo albums. These product lines represent an operating segment which does not meet the quantitative threshold for a reportable segment, however, due to the dissimilar nature of these products, they are not managed as part of either the Fine Paper and Packaging or Technical Products segments.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
||||||
Technical Products
|
|
$
|
125.9
|
|
|
$
|
114.1
|
|
|
$
|
375.1
|
|
|
$
|
362.1
|
|
Fine Paper and Packaging
|
|
113.3
|
|
|
112.9
|
|
|
343.3
|
|
|
340.4
|
|
||||
Other
|
|
5.9
|
|
|
5.9
|
|
|
17.5
|
|
|
18.5
|
|
||||
Consolidated
|
|
$
|
245.1
|
|
|
$
|
232.9
|
|
|
$
|
735.9
|
|
|
$
|
721.0
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
||||||
Technical Products
|
|
$
|
15.6
|
|
|
$
|
14.1
|
|
|
$
|
44.1
|
|
|
$
|
53.4
|
|
Fine Paper and Packaging
|
|
17.8
|
|
|
17.3
|
|
|
55.6
|
|
|
53.2
|
|
||||
Other
|
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
||||
Unallocated corporate costs
|
|
(4.6
|
)
|
|
(4.6
|
)
|
|
(14.6
|
)
|
|
(14.5
|
)
|
||||
Consolidated
|
|
$
|
29.0
|
|
|
$
|
26.9
|
|
|
$
|
85.2
|
|
|
$
|
92.2
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Technical Products
|
|
$
|
125.9
|
|
|
52
|
%
|
|
$
|
114.1
|
|
|
49
|
%
|
|
$
|
375.1
|
|
|
51
|
%
|
|
$
|
362.1
|
|
|
50
|
%
|
Fine Paper and Packaging
|
|
113.3
|
|
|
46
|
%
|
|
112.9
|
|
|
48
|
%
|
|
343.3
|
|
|
47
|
%
|
|
340.4
|
|
|
47
|
%
|
||||
Other
|
|
5.9
|
|
|
2
|
%
|
|
5.9
|
|
|
3
|
%
|
|
17.5
|
|
|
2
|
%
|
|
18.5
|
|
|
3
|
%
|
||||
Consolidated
|
|
$
|
245.1
|
|
|
100
|
%
|
|
$
|
232.9
|
|
|
100
|
%
|
|
$
|
735.9
|
|
|
100
|
%
|
|
$
|
721.0
|
|
|
100
|
%
|
|
|
Three Months Ended September 30,
|
|
Change in Net Sales Compared to Prior Period
|
||||||||||||||||||||
|
|
|
|
|
Change Due To
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
Total Change
|
|
Volume
|
|
Net Price (a)
|
|
Currency
|
||||||||||||
Technical Products
|
|
$
|
125.9
|
|
|
$
|
114.1
|
|
|
$
|
11.8
|
|
|
$
|
8.3
|
|
|
$
|
0.7
|
|
|
$
|
2.8
|
|
Fine Paper and Packaging
|
|
113.3
|
|
|
112.9
|
|
|
$
|
0.4
|
|
|
(1.8
|
)
|
|
2.2
|
|
|
—
|
|
|||||
Other
|
|
5.9
|
|
|
5.9
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consolidated
|
|
$
|
245.1
|
|
|
$
|
232.9
|
|
|
$
|
12.2
|
|
|
$
|
6.5
|
|
|
$
|
2.9
|
|
|
$
|
2.8
|
|
•
|
Net sales in our technical products business increased
$11.8 million
from the prior period due to
increased volumes for backings, label and filtration, as well as higher average selling prices and favorable currency exchange effects
.
|
•
|
Net sales in our fine paper and packaging business increased
$0.4 million
from the prior year period due to
higher average selling prices, which offset lower shipping volumes. Volumes declined primarily for lower-priced, non-branded grades, which also contributed to a higher priced sales mix.
|
|
|
Nine Months Ended September 30,
|
|
Change in Net Sales Compared to Prior Period
|
||||||||||||||||||||
|
|
|
|
|
Change Due To
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
Total Change
|
|
Volume
|
|
Net Price (a)
|
|
Currency
|
||||||||||||
Technical Products
|
|
$
|
375.1
|
|
|
$
|
362.1
|
|
|
$
|
13.0
|
|
|
$
|
8.3
|
|
|
$
|
6.2
|
|
|
$
|
(1.5
|
)
|
Fine Paper and Packaging
|
|
343.3
|
|
|
340.4
|
|
|
$
|
2.9
|
|
|
8.5
|
|
|
(5.6
|
)
|
|
—
|
|
|||||
Other
|
|
17.5
|
|
|
18.5
|
|
|
$
|
(1.0
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|||||
Consolidated
|
|
$
|
735.9
|
|
|
$
|
721.0
|
|
|
$
|
14.9
|
|
|
$
|
15.8
|
|
|
$
|
0.6
|
|
|
$
|
(1.5
|
)
|
•
|
Net sales in our technical products business increased
$13.0 million
from the prior period due to higher volumes in backings, label and filtration, as well as higher priced mix. These items were partly offset by unfavorable currency effects.
|
•
|
Net sales in our fine paper and packaging business increased
$2.9 million
from the prior year period due to higher volumes mostly offset by lower priced mix. Increased volumes reflected more direct sales of non-branded products as well as double digit growth in premium packaging.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of products sold
|
|
80.4
|
|
|
78.9
|
|
|
79.1
|
|
|
76.7
|
|
Gross profit
|
|
19.6
|
|
|
21.1
|
|
|
20.9
|
|
|
23.3
|
|
Selling, general and administrative expenses
|
|
8.7
|
|
|
9.0
|
|
|
9.6
|
|
|
10.0
|
|
Acquisition/integration/restructuring costs
|
|
0.4
|
|
|
0.5
|
|
|
0.1
|
|
|
0.5
|
|
Insurance settlement
|
|
(1.3
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
Other (income) expense - net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Operating income
|
|
11.8
|
|
|
11.6
|
|
|
11.6
|
|
|
12.8
|
|
Interest expense - net
|
|
1.3
|
|
|
1.2
|
|
|
1.3
|
|
|
1.2
|
|
Income from continuing operations before income taxes
|
|
10.5
|
|
|
10.4
|
|
|
10.3
|
|
|
11.6
|
|
Provision for income taxes
|
|
2.8
|
|
|
3.4
|
|
|
2.0
|
|
|
3.7
|
|
Income from continuing operations
|
|
7.7
|
%
|
|
7.0
|
%
|
|
8.3
|
%
|
|
7.9
|
%
|
|
|
|
|
|
|
Change in Operating Income Compared to Prior Period
|
||||||||||||||||||||||||||
|
|
Three Months Ended September 30,
|
|
|
|
Change Due To
|
||||||||||||||||||||||||||
|
|
|
Total
|
|
|
|
Net
|
|
Input
|
|
|
|
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
Volume
|
|
Price (a)
|
|
Costs (b)
|
|
Currency
|
|
Other (c)
|
||||||||||||||||
Technical Products
|
|
$
|
15.6
|
|
|
$
|
14.1
|
|
|
$
|
1.5
|
|
|
$
|
2.3
|
|
|
$
|
0.5
|
|
|
$
|
(1.0
|
)
|
|
$
|
0.4
|
|
|
$
|
(0.7
|
)
|
Fine Paper and Packaging
|
|
17.8
|
|
|
17.3
|
|
|
0.5
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
(1.1
|
)
|
|
—
|
|
|
1.6
|
|
||||||||
Other
|
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||||
Unallocated corporate costs
|
|
(4.6
|
)
|
|
(4.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Consolidated
|
|
$
|
29.0
|
|
|
$
|
26.9
|
|
|
$
|
2.1
|
|
|
$
|
2.2
|
|
|
$
|
0.6
|
|
|
$
|
(2.1
|
)
|
|
$
|
0.4
|
|
|
$
|
1.0
|
|
•
|
Operating income for our technical products business increased
$1.5 million
from the prior year period primarily due to
higher sales volumes, improved operational efficiencies, higher average selling prices and favorable currency effects. In addition, costs were lower due to the annual filtration maintenance down in Germany being deferred to the fourth quarter. These items more than offset costs during the U.S. filtration start-up phase and rising input prices.
Excluding integration and restructuring costs of
$0.1 million
for 2016, operating income increased
$1.4 million
from the prior year.
|
•
|
Operating income for our fine paper and packaging business increased
$0.5 million
from the prior year period. Operating income in
2017
included benefits from an insurance settlement of
$2.9 million
that was largely offset by increased transportation and input costs, and lower operating efficiencies. Excluding the insurance settlement of
$2.9 million
for 2017 and integration and restructuring costs of
$0.3 million
for 2016, operating income decreased
$2.7 million
.
|
•
|
Unallocated corporate expenses for the three months ended
September 30, 2017
of
$4.6 million
were consistent with the prior year period. Excluding acquisition and integration costs of
$0.9 million
and
$0.8 million
for 2017 and 2016, respectively, operating income increased
$0.1 million
.
|
|
|
|
|
|
|
Change in Operating Income Compared to Prior Period
|
||||||||||||||||||||||||||
|
|
Nine Months Ended September 30,
|
|
|
|
Change Due To
|
||||||||||||||||||||||||||
|
|
|
Total
|
|
|
|
Net
|
|
Input
|
|
|
|
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
Volume
|
|
Price (a)
|
|
Costs (b)
|
|
Currency
|
|
Other (c)
|
||||||||||||||||
Technical Products
|
|
$
|
44.1
|
|
|
$
|
53.4
|
|
|
$
|
(9.3
|
)
|
|
$
|
2.8
|
|
|
$
|
0.8
|
|
|
$
|
(4.9
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(7.7
|
)
|
Fine Paper and Packaging
|
|
55.6
|
|
|
53.2
|
|
|
2.4
|
|
|
2.9
|
|
|
(3.2
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
3.9
|
|
||||||||
Other
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||||||
Unallocated corporate costs
|
|
(14.6
|
)
|
|
(14.5
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||||
Consolidated
|
|
$
|
85.2
|
|
|
$
|
92.2
|
|
|
$
|
(7.0
|
)
|
|
$
|
4.7
|
|
|
$
|
(2.4
|
)
|
|
$
|
(6.1
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(2.9
|
)
|
•
|
Operating income for our technical products business decreased
$9.3 million
from the prior year period primarily due to higher manufacturing costs, including losses from the U.S. filtration business start-up phase, and other unfavorable impacts from higher material and transportation costs, additional downtime in Germany and unfavorable currency effects. These items were partially offset by benefits from higher sales mix, manufacturing efficiencies, and lower integration and restructuring costs. Excluding integration and restructuring costs of
$0.6 million
for 2016, operating income decreased
$9.9 million
from the prior year.
|
•
|
Operating income for our fine paper and packaging business increased
$2.4 million
from the prior year period as a result of higher sales volume, manufacturing efficiencies and lower integration costs, and an insurance settlement of
$2.9 million
, that were partially offset by lower priced product mix, unplanned downtime and higher material and transportation costs. Excluding the insurance settlement of
$2.9 million
for 2017 and integration and restructuring costs of
$1.1 million
for 2016, operating income decreased
$1.6 million
.
|
•
|
Unallocated corporate expenses for the nine months ended
September 30, 2017
of
$14.6 million
was
$0.1 million
higher than the prior year period. Excluding acquisition and integration costs of
$0.9 million
and
$1.4 million
for 2017 and 2016, respectively, unallocated corporate expenses increased
$0.6 million
.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Technical Products
|
|
$
|
15.6
|
|
|
$
|
14.1
|
|
|
$
|
44.1
|
|
|
$
|
53.4
|
|
Fine Paper and Packaging
|
|
17.8
|
|
|
17.3
|
|
|
55.6
|
|
|
53.2
|
|
||||
Other
|
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
||||
Unallocated corporate costs
|
|
(4.6
|
)
|
|
(4.6
|
)
|
|
(14.6
|
)
|
|
(14.5
|
)
|
||||
Operating Income as Reported
|
|
$
|
29.0
|
|
|
$
|
26.9
|
|
|
$
|
85.2
|
|
|
$
|
92.2
|
|
Adjustments to Reported Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Technical Products
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Integration/Restructuring costs
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.6
|
|
||||
Fine Paper and Packaging
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Insurance settlement
|
|
(2.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
||||
Integration/Restructuring costs
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
1.1
|
|
||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Insurance settlement
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
||||
Integration/Restructuring costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||
Unallocated corporate costs
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition/Restructuring costs
|
|
0.9
|
|
|
0.8
|
|
|
0.9
|
|
|
1.4
|
|
||||
Total Adjustments to Reported Operating Income
|
|
(2.3
|
)
|
|
1.2
|
|
|
(2.3
|
)
|
|
3.7
|
|
||||
Operating Income as Adjusted
|
|
$
|
26.7
|
|
|
$
|
28.1
|
|
|
$
|
82.9
|
|
|
$
|
95.9
|
|
•
|
SG&A expense of
$21.4 million
for the three months ended
September 30, 2017
was
$0.4 million
higher than SG&A expense of
$21.0 million
in the prior year period. For the three months ended
September 30, 2017
, SG&A expense as a percent of sales decreased to
8.7
percent from
9.0
percent in the prior year period.
|
•
|
For the three months ended
September 30, 2017
, we incurred net interest expense of
$3.2 million
which was higher than the
$2.7 million
for prior year period, primarily due to capitalization of interest of $0.3 million for the U.S. filtration project in 2016 and higher interest rates.
|
•
|
Historically, our effective tax rate differed from the U.S. statutory tax rate of 35 percent primarily due to the proportion of pre-tax income in jurisdictions with marginal tax rates that differ from the U.S. statutory tax rate, research and development and other tax credits and excess tax benefits from stock compensation. In June 2017, as part of our annual strategic plan review, we reassessed our intentions regarding the indefinite reinvestment of undistributed
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Net cash flow provided by (used in):
|
|
|
|
|
|
|
||
Operating activities
|
|
$
|
81.6
|
|
|
$
|
97.7
|
|
|
|
|
|
|
||||
Investing activities:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(27.2
|
)
|
|
(49.4
|
)
|
||
Asset acquisition
|
|
(8.0
|
)
|
|
—
|
|
||
Other investing activities
|
|
(0.3
|
)
|
|
(0.1
|
)
|
||
Total
|
|
(35.5
|
)
|
|
(49.5
|
)
|
||
|
|
|
|
|
||||
Financing activities:
|
|
|
|
|
||||
Net repayments of long-term debt
|
|
0.2
|
|
|
(20.4
|
)
|
||
Other financing activities
|
|
(25.5
|
)
|
|
(24.5
|
)
|
||
Total
|
|
(25.3
|
)
|
|
(44.9
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
0.3
|
|
|
(0.2
|
)
|
||
Net increase in cash and cash equivalents
|
|
$
|
21.1
|
|
|
$
|
3.1
|
|
•
|
Cash provided by operating activities of
$81.6 million
for the
nine
months ended
September 30, 2017
was
$16.1 million
lower than cash provided by operating activities of
$97.7 million
in the prior year period. The unfavorable comparison was
primarily due to an increased investment in working capital, largely in accounts receivable.
|
•
|
For the
nine
months ended
September 30, 2017
and
2016
, cash used by investing activities was
$35.5 million
and
$49.5 million
, respectively, primarily due to the U.S. Filtration project, which was completed in 2016. We acquired a laminating asset for
$8.0 million
in the third quarter of 2017 to support continued growth in our premium packaging business. For the full year
2017
, we expect capital expenditures of approximately $45 million, which is within our normal range of approximately 3 to 5 percent of net sales.
|
•
|
For the
nine
months ended
September 30, 2017
and
2016
, cash used in financing activities was
$25.3 million
and
$44.9 million
, respectively. Cash used in financing activities consists primarily of dividends paid, share repurchases, and net repayments of long-term debt.
|
•
|
Availability under our revolving credit facility varies over time depending on the value of our inventory, receivables and various capital assets. As of
September 30, 2017
, we had
$43.9 million
outstanding under our Global Revolving Credit Facilities and
$125.9 million
of available credit (based on exchange rates at
September 30, 2017
).
|
•
|
We have required debt principal payments through
September 30,
2018
of
$1.3 million
for principal payments on the German loan agreement.
|
•
|
For the
nine
months ended
September 30, 2017
, cash and cash equivalents increased
$21.1 million
to
$24.2 million
at
September 30, 2017
from
$3.1 million
at
December 31, 2016
. Total debt increased
$2.0 million
to
$222.9 million
at
September 30, 2017
from
$220.9 million
at
December 31, 2016
. Net debt (total debt minus cash and cash equivalents) decreased by
$19.1 million
.
|
•
|
As of
September 30, 2017
, our cash balance of
$24.2 million
consists of $4.8 million in the U.S. and $19.4 million held at entities outside of the U.S. As of
September 30, 2017
, there were no restrictions regarding the repatriation of our non-U.S. cash. However, the repatriation of these cash balances to the U.S. would increase our income tax provision since the earnings are asserted to be indefinitely reinvested.
|
•
|
In November 2016, our Board of Directors approved a 12 percent increase in the quarterly dividend rate on our common stock, to
$0.37
per share, effective with the March 2017 dividend payment. For the
nine
months ended
September 30, 2017
and
2016
, we paid cash dividends of
$1.11
per common share or
$18.9 million
and
$0.99
per common share or
$16.8 million
, respectively.
|
•
|
Purchases under the 2017 Stock Purchase Plan will 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 2017 Stock Purchase Plan does not require us to purchase any specific number of shares and may be suspended or discontinued at any time. For the
nine
months ended
September 30, 2017
and
2016
, we repurchased approximately 85,400 shares of Common Stock at a cost of
$6.8 million
and 127,400 shares of Common Stock at a cost of $7.8 million, respectively. We did not repurchase shares during the three months ended
September 30, 2017
. For further details on our Stock Purchase Plans refer to Note 7.
|
•
|
As of
September 30, 2017
, we had $25.0 million of U.S. federal and state research and development ("R&D") Credits which, if not used, will expire between 2030 and 2037 for the U.S. federal R&D Credits and between 2017 and 2032 for the state R&D Credits. We reflected a valuation allowance of $3.4 million against a portion of the R&D Credits. In addition, as of
September 30, 2017
, we had $43.6 million of state net operating losses ("NOLs"). Our state NOLs may be used to offset approximately $2.1 million in state income taxes. If not used, substantially all of the state NOLs will expire in various amounts between 2017 and 2037.
|
•
|
changes in market demand for our products due to global economic conditions;
|
•
|
the impact of competition, both domestic and international, changes in industry production capacity, including the construction of new mills or new machines, the closing of mills and incremental changes due to capital expenditures or productivity increases;
|
•
|
the enactment of adverse state, federal or foreign tax or other legislation or changes in government policy or regulation;
|
•
|
fluctuations in (i) exchange rates (in particular changes in the U.S. dollar/Euro currency exchange rates) and (ii) interest rates;
|
•
|
increases in commodity prices, (particularly for pulp, energy and latex) due to constrained global supplies or unexpected supply disruptions;
|
•
|
the availability of raw materials and energy;
|
•
|
strikes, labor stoppages and changes in our collective bargaining agreements and relations with our employees and unions;
|
•
|
capital and credit market volatility and fluctuations in global equity and fixed-income markets;
|
•
|
unanticipated expenditures related to the cost of compliance with environmental and other governmental regulations;
|
•
|
our ability to control costs and implement measures designed to enhance operating efficiencies;
|
•
|
the loss of current customers or the inability to obtain new customers;
|
•
|
loss of key personnel;
|
•
|
increases in the funding requirements for our pension and postretirement liabilities;
|
•
|
changes in asset valuations including write-downs of assets including property, plant and equipment, inventory, accounts receivable, deferred tax assets or other assets for impairment or other reasons;
|
•
|
our existing and future indebtedness;
|
•
|
our ability to successfully integrate acquired businesses into our existing operations;
|
•
|
our NOLs may expire before we are able to offset our tax liabilities; and
|
•
|
other risks that are detailed from time to time in reports we file with the SEC.
|
Months in 2017
|
|
Total Number of
Shares Purchased
|
|
Average Price Paid
Per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Approximate Dollar
Value of Shares that May
Yet Be Purchased Under
Publicly Announced
Plans or Programs (a)
|
||||||
July
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
25,000,000
|
|
August
|
|
492
|
|
|
$
|
80.25
|
|
|
—
|
|
|
$
|
25,000,000
|
|
September
|
|
2,583
|
|
|
$
|
77.25
|
|
|
—
|
|
|
$
|
25,000,000
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
|
|
10.1
|
|
|
|
31.1
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document (filed herewith).
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document (filed herewith).
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
|
|
|
NEENAH PAPER, INC
|
|
|
|
|
By:
|
/s/ John P. O'Donnell
|
|
|
John P. O’Donnell
|
|
|
President, Chief Executive Officer and Director
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Bonnie C. Lind
|
|
|
Bonnie C. Lind
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Larry N. Brownlee
|
|
|
Larry N. Brownlee
|
|
|
Vice President — Controller (Principal Accounting Officer)
|
|
|
|
November 8, 2017
|
|
|
By:
|
/s/ Jennifer Heard
|
By:
|
/s/ Kennedy A. Capin
|
By:
|
/s/ Kennedy A. Capin
|
By:
|
/s/ Dennis S. Losin
|
By:
|
/s/ Dennis S. Losin
|
By:
|
/s/ Marie Duflos
|
By:
|
/s/ Anne Culver
|
By:
|
/s/ Jason Hoefler
|
By:
|
/s/ Jason Hoefler
|
By:
|
/s/ Chris Lam
|
By:
|
/s/ Chris Lam
|
Date: November 8, 2017
|
|
|
/s/ John P. O’Donnell
|
|
John P. O’Donnell
|
|
President, Chief Executive Officer, and Director (Principal Executive Officer)
|
Date: November 8, 2017
|
|
|
/s/ Bonnie C. Lind
|
|
Bonnie C. Lind
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Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
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/s/ John P. O’Donnell
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John P. O’Donnell
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President, Chief Executive Officer and Director
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(Principal Executive Officer)
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Date: November 8, 2017
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/s/ Bonnie C. Lind
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Bonnie C. Lind
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Senior Vice President, Chief Financial Officer and Treasurer
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(Principal Financial Officer)
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Date: November 8, 2017
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