##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 001-32563
 Orchids Paper Products Company
  Delaware
    
    23-2956944(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 4826 Hunt Street
Pryor, Oklahoma 74361
 (918) 825-0616
  þ o
 
 o o þ
  o þ




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##### 



ORCHIDS PAPER PRODUCTS COMPANY
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2006
 PagePART I. FINANCIAL INFORMATIONITEM 1.
    
    Financial StatementsBalance Sheets as of September 30, 2006 (Unaudited) and December 31, 2005
    
    
    3Statements of Income for the three months ended September 30, 2006 and
2005 (Unaudited) and the nine months ended September 30, 2006 and
2005 (Unaudited)
    
    
    4Statements of Cash Flows for the nine months ended September 30, 2006
and 2005 (Unaudited)
    
    
    5Notes to Unaudited Interim Financial Statements
    
    
    6ITEM 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    10ITEM 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    23ITEM 4.
    
    Controls and Procedures
    
    
    24PART II. OTHER INFORMATIONITEM 1.
    
    Legal Proceedings
    
    
    24ITEM 1A.
    
    Risk Factors
    
    
    24ITEM 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24ITEM 3.
    
    Defaults Upon Senior Securities
    
    
    24ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    24ITEM 5.
    
    Other Information
    
    
    24ITEM 6.
    
    Exhibits
    
    
    24Signatures
    
    
    25Amendment Two to Amended and Restated Agented Credit AgreementCertification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of Chief Executive OfficerCertification of Chief Financial Officer
  -2-




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PART I  FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 ORCHIDS PAPER PRODUCTS COMPANY
 
 BALANCE SHEETS
 As ofSeptember 30,
    
    
    December 31,2006
    
    
    2005(unaudited)(Dollars in thousands)ASSETSCurrent assets:Cash
    
    $
    3
    
    
    $
    378Accounts receivable, net of allowance of
$170 in 2006 and $125 in 2005
    
    
    4,897
    
    
    
    4,180Inventories, net
    
    
    4,737
    
    
    
    4,420Restricted certificate of deposit
    
    
    1,500
    
    
    
    1,500Income taxes receivable
    
    
    249
    
    
    
    94Prepaid expenses
    
    
    446
    
    
    
    458Deferred income taxes
    
    
    147
    
    
    
    200Total current assets
    
    
    11,979
    
    
    
    11,230Property, plant and equipment
    
    
    62,216
    
    
    
    44,983Accumulated depreciation
    
    
    (4,273
    )
    
    
    (2,789
    )Net property, plant and equipment
    
    
    57,943
    
    
    
    42,194Deferred debt issuance costs, net of accumulated
amortization of $370 in 2006 and $232 in 2005
    
    
    148
    
    
    
    286Total assets
    
    $
    70,070
    
    
    $
    53,710LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    5,334
    
    
    $
    2,877Accrued liabilities
    
    
    1,761
    
    
    
    2,137Unrealized loss on forward currency exchange contracts
    
    
    
    
    
    
    74Due to banks under credit agreement
    
    
    30,986
    
    
    
    Current portion of long-term debt
    
    
    
    
    
    
    1,628Total current liabilities
    
    
    38,081
    
    
    
    6,716Long-term debt, net of unamortized discount of $81
in 2006 and $101 in 2005
    
    
    2,069
    
    
    
    17,002Deferred income taxes
    
    
    6,270
    
    
    
    6,280Stockholders equity:Common stock, $.001 par value, 10,000,000 shares
authorized, 6,234,346 shares issued and outstanding
in 2006 and 2005
    
    
    6
    
    
    
    6Additional paid-in capital
    
    
    21,079
    
    
    
    20,879Common stock warrants
    
    
    141
    
    
    
    141Retained earnings
    
    
    2,424
    
    
    
    2,686Total stockholders equity
    
    
    23,650
    
    
    
    23,712Total liabilities and stockholders equity
    
    $
    70,070
    
    
    $
    53,710
  -3-




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ORCHIDS PAPER PRODUCTS COMPANY
 
 STATEMENTS OF INCOME
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)(Dollars in thousands, except share and per share data)Net sales
    
    $
    15,154
    
    
    $
    15,435
    
    
    $
    42,928
    
    
    $
    41,658Cost of sales
    
    
    13,297
    
    
    
    13,172
    
    
    
    38,502
    
    
    
    35,597Gross profit
    
    
    1,857
    
    
    
    2,263
    
    
    
    4,426
    
    
    
    6,061Selling, general and administrative expenses
    
    
    1,124
    
    
    
    1,234
    
    
    
    3,653
    
    
    
    3,401Operating income
    
    
    733
    
    
    
    1,029
    
    
    
    773
    
    
    
    2,660Interest expense
    
    
    836
    
    
    
    343
    
    
    
    1,126
    
    
    
    1,086Other (income) expense, net
    
    
    (17
    )
    
    
    (59
    )
    
    
    (80
    )
    
    
    89Income (loss) before income taxes
    
    
    (86
    )
    
    
    745
    
    
    
    (273
    )
    
    
    1,485Provision (benefit) for income taxes:Current
    
    
    55
    
    
    
    272
    
    
    
    (54
    )
    
    
    488Deferred
    
    
    10
    
    
    
    (7
    )
    
    
    43
    
    
    
    5765
    
    
    
    265
    
    
    
    (11
    )
    
    
    545Net income (loss)
    
    $
    (151
    )
    
    $
    480
    
    
    $
    (262
    )
    
    $
    940Net income (loss) per share:Basic
    (
    $
    0.02
    )
    
    $
    0.09
    
    (
    $
    0.04
    )
    
    $
    0.24Diluted
    (
    $
    0.02
    )
    
    $
    0.09
    
    (
    $
    0.04
    )
    
    $
    0.24Shares used in calculating net
income (loss) per share:Basic
    
    
    6,234,346
    
    
    
    5,531,250
    
    
    
    6,234,346
    
    
    
    3,853,022Diluted
    
    
    6,234,346
    *
    
    
    5,697,182
    
    
    
    6,234,346
    *
    
    
    3,986,147
 
 *
    
    Due to net loss, option and warrant shares are anti-dilutive and thus not considered.  -4-




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ORCHIDS PAPER PRODUCTS COMPANY
 
 STATEMENTS OF CASH FLOWS
 Nine Months Ended September 30,2006
    
    
    2005(unaudited)
    
    
    (unaudited)(Dollars in thousands)Cash Flows From Operating ActivitiesNet income (loss)
    
    $
    (262
    )
    
    $
    940Adjustments to reconcile net income (loss) to net cash
provided by operating activities:Depreciation and amortization
    
    
    1,641
    
    
    
    1,272Provision for doubtful accounts
    
    
    45
    
    
    
    46Deferred income taxes
    
    
    43
    
    
    
    57Stock option plan expense
    
    
    201
    
    
    
    321Foreign currency transaction (gain) loss
    
    
    35
    
    
    
    (187
    )(Gain) loss on foreign currency exchange contracts
    
    
    (74
    )
    
    
    367Changes in cash due to changes in operating assets
and liabilities:Accounts receivable, net
    
    
    (762
    )
    
    
    (1,306
    )Inventories
    
    
    (317
    )
    
    
    (908
    )Prepaid expenses
    
    
    12
    
    
    
    8Income taxes receivable
    
    
    (155
    )
    
    
    282Accounts payable
    
    
    2,457
    
    
    
    800Accrued liabilities
    
    
    (376
    )
    
    
    (47
    )Net cash provided by operating activities
    
    
    2,488
    
    
    
    1,645Cash Flows From Investing ActivitiesPurchases of property, plant and equipment
    
    
    (17,268
    )
    
    
    (7,190
    )Purchases of investment securities
    
    
    
    
    
    
    (15,759
    )Proceeds from the sale of investment securities
    
    
    
    
    
    
    6,511Net cash used in investing activities
    
    
    (17,268
    )
    
    
    (16,438
    )Cash Flows From Financing ActivitiesProceeds from the issuance of common stock
    
    
    
    
    
    
    17,250Cost of common stock
    
    
    
    
    
    
    (2,229
    )Principal payments on long-term debt
    
    
    (1,130
    )
    
    
    (1,232
    )Net borrowings on revolving credit line
    
    
    535
    
    
    
    698Borrowings under construction loan
    
    
    15,000
    
    
    
    Deferred debt issuance cost
    
    
    
    
    
    
    (174
    )Net cash provided by financing activities
    
    
    14,405
    
    
    
    14,313Net decrease in cash
    
    
    (375
    )
    
    
    (480
    )Cash, beginning
    
    
    378
    
    
    
    485Cash, ending
    
    $
    3
    
    
    $
    5Supplemental Disclosure:Interest paid, net of amounts capitalized
    
    $
    834
    
    
    $
    913Income taxes paid
    
    $
    221
    
    
    $
    231Supplemental Disclosure of Non-Cash
Investing and Financing Activities:Contractual obligation for purchase of paper machine
    
    
    
    
    
    $
    4,150
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ORCHIDS PAPER PRODUCTS COMPANY
 
 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
 Note 1
 Basis of Presentation
    Note 2
 Stock Splits
  Note 3
 Purchase Commitment and Foreign Currency Derivatives
   -6-




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Note 4
 New Paper Machine and Capitalized Interest
   Note 5  Credit Agreement
   Note 6
 Income Taxes
  -7-




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Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2006
    
    2005
    
    2006
    
    2005Statutory tax rate
    
    
    34.0
    %
    
    
    34.0
    %
    
    
    34.0
    %
    
    
    34.0
    %State investment tax credits
    
    
    (49.8
    )
    
    
    
    
    
    
    (49.8
    )
    
    
    State income taxes, net of U.S. federal tax benefit
    
    
    5.5
    
    
    
    0.8
    
    
    
    5.5
    
    
    
    0.8Indian employment credits
    
    
    
    
    
    
    (6.9
    )
    
    
    
    
    
    
    (6.9
    )Stock option plan expense
    
    
    9.4
    
    
    
    3.6
    
    
    
    9.4
    
    
    
    7.3Decrease in estimated effective rates during the quarter
    
    
    (79.1
    )
    
    
    
    
    
    
    
    
    
    
    Other, net
    
    
    4.4
    
    
    
    4.1
    
    
    
    4.9
    
    
    
    1.5(75.6
    %)
    
    
    35.6
    %
    
    
    4.0
    %
    
    
    36.7
    %
    Note 7
 Earnings per Share
  -8-




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Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income (loss)  ($ thousands)
    
    $
    (151
    )
    
    $
    480
    
    
    $
    (262
    )
    
    $
    940Weighted average shares outstanding
    
    
    6,234,346
    
    
    
    5,531,250
    
    
    
    6,234,346
    
    
    
    3,853,022Effect of stock options
    
    
    
    *
    
    
    80,510
    
    
    
    
    *
    
    
    52,149Effect of dilutive warrants
    
    
    
    *
    
    
    85,422
    
    
    
    
    *
    
    
    80,976Weighted average shares outstanding  assuming dilution
    
    
    6,234,346
    
    
    
    5,697,182
    
    
    
    6,234,346
    
    
    
    3,986,147Earnings per common share: (restated to reflect 2006
3-for-2 stock split and 2005 2.744-for-1 stock split)Basic
    
    $
    (0.02
    )
    
    $
    0.09
    
    
    $
    (0.04
    )
    
    $
    0.24Diluted
    
    $
    (0.02
    )
    
    $
    0.09
    
    
    $
    (0.04
    )
    
    $
    0.24
 
 *
    
    Due to net loss, option and warrant shares are anti-dilutive and thus not considered. Note 8
 Stock Incentive Plan
    Note 9
 Major Customers and Concentration of Credit Risk
  -9-




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Note
10  New Accounting Standards
    
 ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Information
  
    
    our business strategy;
    
    our value proposition;
    
    the market opportunity for our products, including expected demand for our products;
    
    our estimates regarding our capital requirements; and
    
    any of our other plans, objectives, and intentions contained in this report that are not historical facts.
   -10-




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
    
    we face intense competition in our market and our profitability would be reduced if
aggressive pricing by our competitors forces us to decrease our prices;
    
    a substantial percentage of our revenues are attributable to two large customers which may
decrease or cease purchases at any time;
    
    we may experience higher than expected operating costs or lower than expected operating efficiencies on our new paper
machine;
    
    we have significant indebtedness which limits our free cash flow and subjects us to restrictive covenants relating to the
operation of our business;
    
    the availability of and prices for energy will significantly affect our business;
    
    our exposure to variable interest rates may affect our financial health;
    
    the loss of key personnel;
    
    the disruption in supply or cost of waste paper;
    
    labor interruptions;
    
    natural disaster or other disruption to our facility;
    
    ability to finance the capital requirements of our business;
    
    cost to comply with government regulations;
    
    increased expenses and administrative workload associated with being a public company; and
    
    failure to maintain an effective system of internal controls necessary to accurately report
our financial results and prevent fraud.
  Overview
 ® ®
 -11-




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
    
    the market price of our product;
    
    the successful start-up and cost effective operation of our new paper machine;
    
    the cost of recycled waste paper used in producing paper;
    
    the efficiency of operations in both our paper mill and converting plant; and
    
    energy costs.
 Comparative Three-Month Periods Ended September 30, 2006 and 2005
 Net Sales
 Three Months Ended September 30,2006
    
    2005(in thousands, except average price per case and tons)Net sales
    
    $
    15,154
    
    
    $
    15,435Cases shipped
    
    
    1,320
    
    
    
    1,441Parent roll tons shipped
    
    
    587
    
    
    
    Average price per case
    
    $
    11.08
    
    
    $
    10.71
  -12-




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Cost of Sales
 Three Months Ended September 30,2006
    
    
    2005(in thousands, except gross profit margin %)Cost of paper
    
    $
    7,755
    
    
    $
    7,870Non-paper materials, labor, supplies, etc.
    
    
    4,845
    
    
    
    4,928Sub-total
    
    
    12,600
    
    
    
    12,798Depreciation
    
    
    697
    
    
    
    374Cost of sales
    
    $
    13,297
    
    
    $
    13,172Gross Profit
    
    $
    1,857
    
    
    $
    2,263Gross Profit Margin %
    
    
    12.3
    %
    
    
    14.7
    %
   Three Months Ended September 30,2006
    
    
    2005Paper usage (tons)Converted-internal
    
    
    9,255
    
    
    
    6,910Converted-purchased
    
    
    732
    
    
    
    2,953Total converted
    
    
    9,987
    
    
    
    9,863Third-party parent roll sales
    
    
    587
    
    
    
    Paper costs per tonCost per ton produced internally
    
    $
    703
    
    
    $
    715Cost per ton purchased from third parties
    
    $
    1,142
    
    
    $
    992Total cost per ton
    
    $
    733
    
    
    $
    798Total paper costs (in thousands)Cost of internally produced paper
    
    $
    6,919
    
    
    $
    4,941Cost of paper purchased from third parties
    
    
    836
    
    
    
    2,929Total paper costs
    
    $
    7,755
    
    
    $
    7,870
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Gross Profit
  Selling, General and Administrative Expenses
 Three Months Ended September 30,2006
    
    
    2005(In thousands, except SG&A as a % of net sales)Commission expense
    
    $
    188
    
    
    $
    229Other S,G&A expenses
    
    
    936
    
    
    
    1,005Selling, General & Adm exp
    
    $
    1,124
    
    
    $
    1,234SG&A as a % of net sales
    
    
    7.4
    %
    
    
    8.0
    %
  Operating Income
  Interest and Other (Income) Expense
 Three Months Ended June 30,2006
    
    2005(In thousands)Interest expense
    
    $
    836
    
    
    
    343Other (income) expense, net
    
    $
    (17
    )
    
    $
    (59
    )
 -14-




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Income (Loss) Before Income Taxes
  Income Tax Provision (Benefit)
   Comparative Nine-Month Periods Ended September 30, 2006 and 2005
 Net Sales
 Nine Months Ended September 30,2006
    
    2005(in thousands, except average price per case and tons)Net sales
    
    $
    42,928
    
    
    $
    41,658Cases shipped
    
    
    3,806
    
    
    
    3,852Parent roll tons shipped
    
    
    587
    
    
    
    Average price per case
    
    $
    11.14
    
    
    $
    10.82
  -15-




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Cost of Sales
 Nine Months Ended September 30,2006
    
    
    2005(in thousands, except gross profit margin %)Cost of paper
    
    $
    23,136
    
    
    $
    21,451Non-paper materials, labor, supplies, etc.
    
    
    13,883
    
    
    
    13,018Sub-total
    
    
    37,019
    
    
    
    34,469Depreciation
    
    
    1,483
    
    
    
    1,128Cost of sales
    
    $
    38,502
    
    
    $
    35,597Gross Profit
    
    $
    4,426
    
    
    $
    6,061Gross Profit Margin %
    
    
    10.3
    %
    
    
    14.5
    %
   Nine Months Ended September 30,2006
    
    
    2005Paper usage (tons)Converted-internal
    
    
    21,513
    
    
    
    19,103Converted-purchased
    
    
    6,448
    
    
    
    7,657Total converted
    
    
    27,961
    
    
    
    26,760Third-party parent roll sales
    
    
    587
    
    
    
    Paper costs per tonCost per ton produced internally
    
    $
    740
    
    
    $
    715Cost per ton purchased from third parties
    
    $
    1,053
    
    
    $
    1,019Total cost per ton
    
    $
    810
    
    
    $
    802Total paper costs (in thousands)Cost of internally produced paper
    
    $
    16,344
    
    
    $
    13,650Cost of paper purchased from third parties
    
    
    6,792
    
    
    
    7,801Total paper costs
    
    $
    23,136
    
    
    $
    21,451
 -16-




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Gross Profit
  Selling, General and Administrative Expenses
 Nine Months Ended September 30,2006
    
    
    2005(In thousands, except SG&A as a % of net sales)Commission expense
    
    $
    579
    
    
    $
    658Other S,G&A expenses
    
    
    3,074
    
    
    
    2,743Selling, General & Adm exp
    
    $
    3,653
    
    
    $
    3,401SG&A as a % of net sales
    
    
    8.5
    %
    
    
    8.2
    %
  Operating Income
  -17-




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Interest and Other (Income) Expense
 Nine Months Ended September 30,2006
    
    2005(In thousands)Interest expense
    
    $
    1,126
    
    
    $
    1,086Other (income) expense, net
    
    $
    (80
    )
    
    $
    89
   Income (Loss) Before Income Taxes
  Income Tax Provision (Benefit)
   -18-




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Liquidity and Capital Resources
    Cash Flow Data:
 Nine Months Ended September 30,2006
    
    2005(in thousands)Cash flow provided by (used in):Operating activities
    
    $
    2,488
    
    
    $
    1,645Investing activities
    
    $
    (17,268
    )
    
    $
    (16,438
    )Financing activities
    
    $
    14,405
    
    
    $
    14,313
      -19-




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-20-




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Critical Accounting Policies and Estimates
  Accounts Receivable
 Inventory.
 -21-




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New Accounting Pronouncements
    Non-GAAP Discussion
    .
    
    it does not reflect our cash expenditures for capital assets;.
    
    it does not reflect changes in, or cash requirements for, our working capital requirements;.
    
    it does not reflect the interest expense, or the cash requirements necessary to service interest
or principal payments on our indebtedness;.
    
    although depreciation and amortization are non-cash charges, the assets being depreciated and
amortized will often have to be replaced in the future, and EBITDA does not reflect cash
requirements for such replacements; and
 -22-




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.
    
    other companies, including other companies in our industry, may calculate these measures
differently than we do, limiting their usefulness as a comparative measure.
   Three Months Ended September 30,2006
    
    
    2005(In thousands, except % of net sales)Net income (loss)
    
    $
    (151
    )
    
    $
    480Plus: Interest expense, net
    
    
    836
    
    
    
    343Plus: Income tax expense
    
    
    65
    
    
    
    265Plus: Depreciation
    
    
    697
    
    
    
    374EBITDA
    
    $
    1,447
    
    
    $
    1,462% of net sales
    
    
    9.5
    %
    
    
    9.5
    %
   Nine Months Ended September 30,2006
    
    
    2005(In thousands, except % of net sales)Net income (loss)
    
    $
    (262
    )
    
    $
    940Plus: Interest expense, net
    
    
    1,126
    
    
    
    1,086Plus: Income
tax (benefit) expense
    
    
    (11
    )
    
    
    545Plus: Depreciation
    
    
    1,483
    
    
    
    1,128EBITDA
    
    $
    2,336
    
    
    $
    3,699% of net sales
    
    
    5.4
    %
    
    
    8.9
    %
  
 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
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##### Table of Contents



ITEM 4. Controls and Procedures
  
 PART II  OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 1A. Risk Factors
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
 (a) Unregistered Sales of Equity Securities
  (b) Initial Public Offering and Use of Proceeds from the Sale of Registered Securities
  (c) Repurchases of Equity Securities.
  
 ITEM 3. Defaults Upon Senior Securities
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
  
 ITEM 5. Other Information
  
 ITEM 6. Exhibits
  -24-




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##### Table of Contents



SIGNATURES
  ORCHIDS PAPER PRODUCTS COMPANYDate: November 3, 2006
    
    By: /s/ Keith R. Schroeder

Keith R. SchroederChief Financial Officer(On behalf of the registrant and as
Chief Accounting Officer)
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##### Table of Contents



Exhibit Index
 Exhibit
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation of the
Registrant. Incorporated by reference to Exhibit 3.1 to the
Registrants Registration Statement on Form S-1 (File No.
333-124173) filed with the Securities and Exchange Commission on
April 19, 2005.3.2
    
    Amended and Restated Bylaws of the Registrant. Incorporated by
reference to Exhibit 3.2 to the Registrants Registration
Statement on Form S-1 (File No. 333-124173) filed with the
Securities and Exchange Commission on April 19, 2005.4.1
    
    Amendment Two to Amended and Restated Agented Credit Agreement
dated October 31, 2006 among the Registrant, Bank of Oklahoma,
N.A., BancFirst and Commerce Bank, N.A.31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302.31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302.32.1
    
    Certification of Chief Executive Officer Pursuant to Section 906.32.2
    
    Certification of Chief Financial Officer Pursuant to Section 906.
 26