##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 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 December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Name of Registrant, State of Incorporation, Address
    
    
    IRS EmployerCommisson File No.
    
    
    of Principal Executive Offices, and Telephone No.
    
    
    Identification No.000-52681
    
    
    Neenah Enterprises, Inc.
(a Delaware Corporation)
2121 Brooks Avenue
P.O. Box 729
Neenah, WI 54957
(920) 725-7000
    
    
    25-1618281333-28751
    
    
    Neenah Foundry Company
(a Wisconsin Corporation)
2121 Brooks Avenue
P.O. Box 729
Neenah, WI 54957
(920) 725-7000
    
    
    39-1580331
 þ o
   Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  Neenah Enterprises, Inc.
    
    Yes o No þNeenah Foundry Company
    
    Yes o No þ
 þ o
 Neenah Enterprises, Inc.
    
    
    As of January 30, 2008, Neenah Enterprises, Inc.
had 13,741,337 shares of common stock
outstanding.Neenah Foundry Company
    
    
    As of January 30, 2008, Neenah Foundry Company
had 1,000 shares of common stock outstanding, all
of which were owned by NFC Castings, Inc, a
wholly owned subsidiary of Neenah Enterprises,
Inc.




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##### 



NEENAH ENTERPRISES, INC.
NEENAH FOUNDRY COMPANY
 PagePart I. Financial InformationItem 1. Financial StatementsNeenah Enterprises, Inc.Condensed consolidated balance sheets  Neenah Enterprises, Inc. as of December 31, 2007
and September 30, 2007
    
    
    3Condensed consolidated statements of operations  Neenah Enterprises, Inc. for the three
months ended December 31, 2007 and 2006
    
    
    4Condensed consolidated statements of cash flows  Neenah Enterprises, Inc. for the three
months ended December 31, 2007 and 2006
    
    
    5Notes to condensed consolidated financial statements  December 31, 2007
    
    
    6Neenah Foundry CompanyCondensed consolidated balance sheets  Neenah Foundry Company as of December 31, 2007
and September 30, 2007
    
    
    10Condensed consolidated statements of operations  Neenah Foundry Company for the three
months ended December 31, 2007 and 2006
    
    
    11Condensed consolidated statements of cash flows  Neenah Foundry Company for the three
months ended December 31, 2007 and 2006
    
    
    12Notes to condensed consolidated financial statements  December 31, 2007
    
    
    13Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    26Part II. Other InformationItem 1. Legal Proceedings
    
    
    28Item 4. Submission of Matters to a Vote of Security Holders
    
    
    28Item 6. Exhibits
    
    
    29Signatures
    
    
    30302 Certification of Chief Executive Officer302 Certification of Chief Financial Officer302 Certification of Chief Executive Officer302 Certification of Chief Financial OfficerSection 1350 Certification of CEO and CFOSection 1350 Certification of CEO and CFO
  2




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##### Table of Contents



NEENAH ENTERPRISES, INC.
 
 . FINANCIAL INFORMATION
 
 Financial Statements
 
 
 December 31,
    
    
    September 30,2007
    
    
    2007(1)(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    Accounts receivable, net
    
    
    59,556
    
    
    
    81,085Inventories
    
    
    71,680
    
    
    
    64,196Deferred income taxes
    
    
    3,070
    
    
    
    3,070Refundable income taxes
    
    
    9,132
    
    
    
    6,501Other current assets
    
    
    5,354
    
    
    
    6,479Total current assets
    
    
    148,792
    
    
    
    161,331Property, plant and equipment
    
    
    193,738
    
    
    
    179,522Less accumulated depreciation
    
    
    52,071
    
    
    
    47,972141,667
    
    
    
    131,550Deferred financing costs, net
    
    
    3,343
    
    
    
    3,457Identifiable intangible assets, net
    
    
    53,169
    
    
    
    54,951Goodwill
    
    
    86,699
    
    
    
    86,699Other assets
    
    
    7,104
    
    
    
    5,986$
    440,774
    
    
    $
    443,974Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    22,422
    
    
    $
    27,764Accrued wages and employee benefits
    
    
    10,035
    
    
    
    13,139Accrued interest
    
    
    78
    
    
    
    5,449Accrued interest  related party
    
    
    
    
    
    
    2,344Other accrued liabilities
    
    
    4,414
    
    
    
    4,763Current portion of long-term debt
    
    
    32,168
    
    
    
    17,152Current portion of capital lease obligations
    
    
    213
    
    
    
    213Total current liabilities
    
    
    69,330
    
    
    
    70,824Long-term debt
    
    
    225,000
    
    
    
    225,000Long-term debt  related party
    
    
    75,000
    
    
    
    75,000Capital lease obligations
    
    
    1,171
    
    
    
    1,222Deferred income taxes
    
    
    28,134
    
    
    
    28,134Postretirement benefit obligations
    
    
    5,308
    
    
    
    5,269Other liabilities
    
    
    10,001
    
    
    
    7,960Total liabilities
    
    
    413,944
    
    
    
    413,409Commitments and contingenciesStockholders equity:Preferred stock, par value $0.01 per share
 1,000,000 shares authorized, no shares
issued and outstanding
    
    
    
    
    
    
    Common stock, par value $0.01 per share 
35,000,000 shares authorized, 13,741,337
and 13,672,764 issued and outstanding at
December 31, 2007 and September 30, 2007,
respectively
    
    
    137
    
    
    
    137Capital in excess of par value
    
    
    5,730
    
    
    
    5,686Retained earnings
    
    
    16,792
    
    
    
    20,571Accumulated other comprehensive income
    
    
    4,171
    
    
    
    4,171Total stockholders equity
    
    
    26,830
    
    
    
    30,565$
    440,774
    
    
    $
    443,974
  
 (1)
    
    The balance sheet as of September 30, 2007 has been derived from the
audited financial statements as of that date but does not include all
of the information and footnotes required by U.S. generally accepted
accounting principles for complete financial statements. 3




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##### Table of Contents



NEENAH ENTERPRISES, INC.
 
 
 Three Months EndedDecember 31,2007
    
    
    2006Net sales
    
    $
    101,225
    
    
    $
    117,342Cost of sales
    
    
    87,692
    
    
    
    98,887Gross profit
    
    
    13,533
    
    
    
    18,455Selling, general and administrative expenses
    
    
    8,983
    
    
    
    8,442Restructuring costs
    
    
    1,227
    
    
    
    Amortization of intangible assets
    
    
    1,782
    
    
    
    1,780Gain on disposal of equipment
    
    
    (1
    )
    
    
    (39
    )Debt refinancing costs
    
    
    
    
    
    
    20,429Total operating expenses
    
    
    11,991
    
    
    
    30,612Operating income (loss)
    
    
    1,542
    
    
    
    (12,157
    )Interest expense
    
    
    (5,282
    )
    
    
    (8,223
    )Interest expense  related party
    
    
    (2,344
    )
    
    
    Loss before income taxes
    
    
    (6,084
    )
    
    
    (20,380
    )Income tax benefit
    
    
    (2,305
    )
    
    
    (7,944
    )Net loss
    
    $
    (3,779
    )
    
    $
    (12,436
    )Loss per share:Basic
    
    $
    (0.28
    )
    
    $
    (1.32
    )Diluted
    
    $
    (0.28
    )
    
    $
    (1.32
    )Shares used in the computation of loss per share:Basic
    
    
    13,680
    
    
    
    9,395Effect of dilutive securities
    
    
    
    
    
    
    Diluted
    
    
    13,680
    
    
    
    9,395
  4




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##### Table of Contents



NEENAH ENTERPRISES, INC.
 
 
 Three Months EndedDecember 31,2007
    
    
    2006Operating activitiesNet loss
    
    $
    (3,779
    )
    
    $
    (12,436
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    5,915
    
    
    
    5,100Amortization of deferred financing costs and discount on notes
    
    
    114
    
    
    
    519Write-off of deferred financing costs and discount on notes
    
    
    
    
    
    
    7,512Stock-based compensation
    
    
    41
    
    
    
    Changes in operating assets and liabilities
    
    
    (3,009
    )
    
    
    (11,193
    )Net cash used in operating activities
    
    
    (718
    )
    
    
    (10,498
    )Investing activitiesPurchase of property, plant and equipment
    
    
    (14,250
    )
    
    
    (8,448
    )Increase in restricted cash
    
    
    
    
    
    
    (25,280
    )Net cash used in investing activities
    
    
    (14,250
    )
    
    
    (33,728
    )Financing activitiesNet change in revolver balance
    
    
    15,016
    
    
    
    (24,595
    )Proceeds from long-term debt
    
    
    
    
    
    
    225,000Proceeds from long-term debt  related party
    
    
    
    
    
    
    75,000Payments on long-term debt and capital lease obligations
    
    
    (51
    )
    
    
    (139,922
    )Payments on long-term debt  related party
    
    
    
    
    
    
    (75,115
    )Proceeds from exercise of stock warrants
    
    
    3
    
    
    
    Debt issuance costs
    
    
    
    
    
    
    (3,031
    )Net cash provided by financing activities
    
    
    14,968
    
    
    
    57,337Increase in cash and cash equivalents
    
    
    
    
    
    
    13,111Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    910Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    14,021
  5




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##### Table of Contents



NEENAH ENTERPRISES, INC.
 
 
 Note 1  Basis of Presentation
  Note 2  Inventories
  December 31,
    
    
    September 30,2007
    
    
    2007Raw materials
    
    $
    7,546
    
    
    $
    6,941Work in process and finished goods
    
    
    47,510
    
    
    
    41,407Supplies
    
    
    16,624
    
    
    
    15,848$
    71,680
    
    
    $
    64,196
 Note 3  Recent Accounting Pronouncements
    6




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##### Table of Contents



(in
thousands, except per share data)
 Statement of Operations
    
    As Originally
    
    
    
    
    
    Effect ofThree Months Ended December 31, 2006
    
    Reported
    
    As Adjusted
    
    ChangeCost of sales
    
    $
    98,717
    
    
    $
    98,887
    
    
    $
    170Gross profit
    
    
    18,625
    
    
    
    18,455
    
    
    
    (170
    )Operating loss
    
    
    (11,987
    )
    
    
    (12,157
    )
    
    
    (170
    )Loss before income taxes
    
    
    (20,210
    )
    
    
    (20,380
    )
    
    
    (170
    )Income tax benefit
    
    
    (7,878
    )
    
    
    (7,944
    )
    
    
    (66
    )Net loss
    
    
    (12,332
    )
    
    
    (12,436
    )
    
    
    (104
    )Loss per share:Basic
    
    
    (1.31
    )
    
    
    (1.32
    )
    
    
    (.01
    )Diluted
    
    
    (1.31
    )
    
    
    (1.32
    )
    
    
    (.01
    )
 Statement of Cash Flows
    
    As Originally
    
    
    
    
    
    Effect ofThree Months Ended December 31, 2006
    
    Reported
    
    As Adjusted
    
    ChangeNet loss
    
    $
    (12,332
    )
    
    $
    (12,436
    )
    
    $
    (104
    )Changes in operating assets and liabilities
    
    
    (11,297
    )
    
    
    (11,193
    )
    
    
    104
  7




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Note 4  Employee Benefit Plans
 Components of Net Periodic Benefit Cost
  Pension Benefits
    
    
    Postretirement BenefitsThree months ended December 31,
    
    
    Three months ended December 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Service cost
    
    $
    461
    
    
    $
    381
    
    
    $
    55
    
    
    $
    50Interest cost
    
    
    1,097
    
    
    
    788
    
    
    
    81
    
    
    
    75Expected return on plan assets
    
    
    (1,364
    )
    
    
    (939
    )
    
    
    
    
    
    
    Amortization of prior service cost (credit)
    
    
    4
    
    
    
    7
    
    
    
    (13
    )
    
    
    (13
    )Recognized net actuarial gain
    
    
    
    
    
    
    
    
    
    
    (53
    )
    
    
    (51
    )Net periodic benefit cost
    
    $
    198
    
    
    $
    237
    
    
    $
    70
    
    
    $
    61
 Employer Contributions
  Note 5  Refinancing Transactions
   Note 6  Cost Reduction Actions
  8




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##### Table of Contents



Note 7  Segment Information
   Three months endedDecember 31,2007
    
    
    2006Revenues from external customers:Castings
    
    $
    90,097
    
    
    $
    105,677Forgings
    
    
    8,998
    
    
    
    10,066Other
    
    
    4,502
    
    
    
    3,424Elimination of intersegment revenues
    
    
    (2,372
    )
    
    
    (1,825
    )$
    101,225
    
    
    $
    117,342Net income (loss):Castings
    
    $
    (3,582
    )
    
    $
    (12,747
    )Forgings
    
    
    (188
    )
    
    
    331Other
    
    
    (9
    )
    
    
    (20
    )$
    (3,779
    )
    
    $
    (12,436
    )
 December 31,
    
    
    September 30,2007
    
    
    2007Total assets:Castings
    
    $
    430,008
    
    
    $
    431,906Forgings
    
    
    19,232
    
    
    
    19,015Other
    
    
    8,503
    
    
    
    8,336Elimination of intersegment assets
    
    
    (16,969
    )
    
    
    (15,283
    )$
    440,774
    
    
    $
    443,974
 9




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##### Table of Contents



NEENAH FOUNDRY COMPANY
 December 31,
    
    
    September 30,2007
    
    
    2007(1)(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    Accounts receivable, net
    
    
    59,556
    
    
    
    81,085Inventories
    
    
    71,680
    
    
    
    64,196Deferred income taxes
    
    
    3,070
    
    
    
    3,070Refundable income taxes
    
    
    9,132
    
    
    
    6,501Other current assets
    
    
    5,354
    
    
    
    6,479Total current assets
    
    
    148,792
    
    
    
    161,331Property, plant and equipment
    
    
    193,738
    
    
    
    179,522Less accumulated depreciation
    
    
    52,071
    
    
    
    47,972141,667
    
    
    
    131,550Deferred financing costs, net
    
    
    3,343
    
    
    
    3,457Identifiable intangible assets, net
    
    
    53,169
    
    
    
    54,951Goodwill
    
    
    86,699
    
    
    
    86,699Other assets
    
    
    7,104
    
    
    
    5,986$
    440,774
    
    
    $
    443,974Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    22,422
    
    
    $
    27,764Accrued wages and employee benefits
    
    
    10,035
    
    
    
    13,139Accrued interest
    
    
    78
    
    
    
    5,449Accrued interest  related party
    
    
    
    
    
    
    2,344Other accrued liabilities
    
    
    4,671
    
    
    
    5,016Current portion of long-term debt
    
    
    32,168
    
    
    
    17,152Current portion of capital lease obligations
    
    
    213
    
    
    
    213Total current liabilities
    
    
    69,587
    
    
    
    71,077Long-term debt
    
    
    225,000
    
    
    
    225,000Long-term debt  related party
    
    
    75,000
    
    
    
    75,000Capital lease obligations
    
    
    1,171
    
    
    
    1,222Deferred income taxes
    
    
    28,134
    
    
    
    28,134Postretirement benefit obligations
    
    
    5,308
    
    
    
    5,269Other liabilities
    
    
    10,001
    
    
    
    7,960Total liabilities
    
    
    414,201
    
    
    
    413,662Commitments and contingenciesStockholders equity:Common stock
    
    
    100
    
    
    
    100Capital in excess of par value
    
    
    5,510
    
    
    
    5,470Retained earnings
    
    
    16,792
    
    
    
    20,571Accumulated other comprehensive income
    
    
    4,171
    
    
    
    4,171Total stockholders equity
    
    
    26,573
    
    
    
    30,312$
    440,774
    
    
    $
    443,974
  
 (1)
    
    The balance sheet as of September 30, 2007 has been derived from the
audited financial statements as of that date but does not include all
of the information and footnotes required by U.S. generally accepted
accounting principles for complete financial statements. 10




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##### Table of Contents



NEENAH FOUNDRY COMPANY
 Three Months EndedDecember 31,2007
    
    
    2006Net sales
    
    $
    101,225
    
    
    $
    117,342Cost of sales
    
    
    87,692
    
    
    
    98,887Gross profit
    
    
    13,533
    
    
    
    18,455Selling, general and administrative expenses
    
    
    8,983
    
    
    
    8,442Restructuring costs
    
    
    1,227
    
    
    
    Amortization of intangible assets
    
    
    1,782
    
    
    
    1,780Gain on disposal of equipment
    
    
    (1
    )
    
    
    (39
    )Debt refinancing costs
    
    
    
    
    
    
    20,429Total operating expenses
    
    
    11,991
    
    
    
    30,612Operating income (loss)
    
    
    1,542
    
    
    
    (12,157
    )Interest expense
    
    
    (5,282
    )
    
    
    (8,223
    )Interest expense  related party
    
    
    (2,344
    )
    
    
    Loss before income taxes
    
    
    (6,084
    )
    
    
    (20,380
    )Income tax benefit
    
    
    (2,305
    )
    
    
    (7,944
    )Net loss
    
    $
    (3,779
    )
    
    $
    (12,436
    )
  11




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##### Table of Contents



Three Months EndedDecember 31,2007
    
    
    2006Operating activitiesNet loss
    
    $
    (3,779
    )
    
    $
    (12,436
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    5,915
    
    
    
    5,100Amortization of deferred financing costs and discount on notes
    
    
    114
    
    
    
    519Write-off of deferred financing costs and discount on notes
    
    
    
    
    
    
    7,512Stock-based compensation
    
    
    40
    
    
    
    Changes in operating assets and liabilities
    
    
    (3,005
    )
    
    
    (11,193
    )Net cash used in operating activities
    
    
    (715
    )
    
    
    (10,498
    )Investing activitiesPurchase of property, plant and equipment
    
    
    (14,250
    )
    
    
    (8,448
    )Increase in restricted cash
    
    
    
    
    
    
    (25,280
    )Net cash used in investing activities
    
    
    (14,250
    )
    
    
    (33,728
    )Financing activitiesNet change in revolver balance
    
    
    15,016
    
    
    
    (24,595
    )Proceeds from long-term debt
    
    
    
    
    
    
    225,000Proceeds from long-term debt  related party
    
    
    
    
    
    
    75,000Payments on long-term debt and capital lease obligations
    
    
    (51
    )
    
    
    (139,922
    )Payments on long-term debt  related party
    
    
    
    
    
    
    (75,115
    )Debt issuance costs
    
    
    
    
    
    
    (3,031
    )Net cash provided by financing activities
    
    
    14,965
    
    
    
    57,337Increase in cash and cash equivalents
    
    
    
    
    
    
    13,111Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    910Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    14,021
  12




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##### Table of Contents



Note 1  Basis of Presentation
  Note 2  Inventories
  December 31,
    
    
    September 30,2007
    
    
    2007Raw materials
    
    $
    7,546
    
    
    $
    6,941Work in process and finished goods
    
    
    47,510
    
    
    
    41,407Supplies
    
    
    16,624
    
    
    
    15,848$
    71,680
    
    
    $
    64,196
 Note 3  Recent Accounting Pronouncements
     13




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##### Table of Contents



(in
thousands)
 Statement of Operations
    
    As Originally
    
    
    
    
    
    Effect ofThree Months Ended December 31, 2006
    
    Reported
    
    As Adjusted
    
    ChangeCost of sales
    
    $
    98,717
    
    
    $
    98,887
    
    
    $
    170Gross profit
    
    
    18,625
    
    
    
    18,455
    
    
    
    (170
    )Operating loss
    
    
    (11,987
    )
    
    
    (12,157
    )
    
    
    (170
    )Loss before income taxes
    
    
    (20,210
    )
    
    
    (20,380
    )
    
    
    (170
    )Income tax benefit
    
    
    (7,878
    )
    
    
    (7,944
    )
    
    
    (66
    )Net loss
    
    
    (12,332
    )
    
    
    (12,436
    )
    
    
    (104
    )
 Statement of Cash Flows
    
    As Originally
    
    
    
    
    
    Effect ofThree Months Ended December 31, 2006
    
    Reported
    
    As Adjusted
    
    ChangeNet loss
    
    $
    (12,332
    )
    
    $
    (12,436
    )
    
    $
    (104
    )Changes in operating assets and liabilities
    
    
    (11,297
    )
    
    
    (11,193
    )
    
    
    104
  14




---



##### Table of Contents



Note 4  Employee Benefit Plans
 Components of Net Periodic Benefit Cost
  Pension Benefits
    
    
    Postretirement BenefitsThree months ended December 31,
    
    
    Three months ended December 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Service cost
    
    $
    461
    
    
    $
    381
    
    
    $
    55
    
    
    $
    50Interest cost
    
    
    1,097
    
    
    
    788
    
    
    
    81
    
    
    
    75Expected return on plan assets
    
    
    (1,364
    )
    
    
    (939
    )
    
    
    
    
    
    
    Amortization of prior service cost (credit)
    
    
    4
    
    
    
    7
    
    
    
    (13
    )
    
    
    (13
    )Recognized net actuarial gain
    
    
    
    
    
    
    
    
    
    
    (53
    )
    
    
    (51
    )Net periodic benefit cost
    
    $
    198
    
    
    $
    237
    
    
    $
    70
    
    
    $
    61
 Employer Contributions
  Note 5  Refinancing Transactions
   Note 6  Cost Reduction Actions
  15




---



##### Table of Contents



Note 7  Subsidiary Guarantors
 1 1
 Condensed Consolidating Balance Sheet  December 31, 2007
 SubsidiaryNeenah
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    1,438
    
    
    $
    (1,438
    )
    
    $
    
    
    
    $
    Accounts receivable, net
    
    
    25,051
    
    
    
    34,505
    
    
    
    
    
    
    
    59,556Inventories
    
    
    25,241
    
    
    
    46,439
    
    
    
    
    
    
    
    71,680Deferred income taxes
    
    
    (409
    )
    
    
    3,479
    
    
    
    
    
    
    
    3,070Refundable income taxes
    
    
    9,132
    
    
    
    
    
    
    
    
    
    
    
    9,132Other current assets
    
    
    3,334
    
    
    
    2,020
    
    
    
    
    
    
    
    5,354Total current assets
    
    
    63,787
    
    
    
    85,005
    
    
    
    
    
    
    
    148,792Investments in and advances to subsidiaries
    
    
    122,740
    
    
    
    
    
    
    
    (122,740
    )
    
    
    Property, plant and equipment, net
    
    
    83,416
    
    
    
    58,251
    
    
    
    
    
    
    
    141,667Deferred financing costs and intangible assets, net
    
    
    42,050
    
    
    
    14,462
    
    
    
    
    
    
    
    56,512Goodwill
    
    
    86,699
    
    
    
    
    
    
    
    
    
    
    
    86,699Other assets
    
    
    2,588
    
    
    
    4,516
    
    
    
    
    
    
    
    7,104$
    401,280
    
    
    $
    162,234
    
    
    $
    (122,740
    )
    
    $
    440,774Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    6,567
    
    
    $
    15,855
    
    
    $
    
    
    
    $
    22,422Net intercompany payable
    
    
    
    
    
    
    115,960
    
    
    
    (115,960
    )
    
    
    Accrued liabilities
    
    
    6,582
    
    
    
    8,202
    
    
    
    
    
    
    
    14,784Current portion of long-term debt
    
    
    32,168
    
    
    
    213
    
    
    
    
    
    
    
    32,381Total current liabilities
    
    
    45,317
    
    
    
    140,230
    
    
    
    (115,960
    )
    
    
    69,587Long-term debt and capital lease obligations
    
    
    300,000
    
    
    
    1,171
    
    
    
    
    
    
    
    301,171Deferred income taxes
    
    
    18,663
    
    
    
    9,471
    
    
    
    
    
    
    
    28,134Postretirement benefit obligations
    
    
    5,308
    
    
    
    
    
    
    
    
    
    
    
    5,308Other liabilities
    
    
    5,419
    
    
    
    4,582
    
    
    
    
    
    
    
    10,001Stockholders equity
    
    
    26,573
    
    
    
    6,780
    
    
    
    (6,780
    )
    
    
    26,573$
    401,280
    
    
    $
    162,234
    
    
    $
    (122,740
    )
    
    $
    440,774
 16




---



##### Table of Contents



Note 7  Subsidiary Guarantors (continued)
 Condensed Consolidating Balance SheetSeptember 30, 2007
 SubsidiaryNeenah
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    969
    
    
    $
    (969
    )
    
    $
    
    
    
    $
    Accounts receivable, net
    
    
    37,052
    
    
    
    44,033
    
    
    
    
    
    
    
    81,085Inventories
    
    
    25,143
    
    
    
    39,053
    
    
    
    
    
    
    
    64,196Refundable income taxes
    
    
    6,501
    
    
    
    
    
    
    
    
    
    
    
    6,501Deferred income taxes
    
    
    (409
    )
    
    
    3,479
    
    
    
    
    
    
    
    3,070Other current assets
    
    
    4,072
    
    
    
    2,407
    
    
    
    
    
    
    
    6,479Total current assets
    
    
    73,328
    
    
    
    88,003
    
    
    
    
    
    
    
    161,331Investments in and advances to subsidiaries
    
    
    123,314
    
    
    
    
    
    
    
    (123,314
    )
    
    
    Property, plant and equipment, net
    
    
    73,683
    
    
    
    57,867
    
    
    
    
    
    
    
    131,550Deferred financing costs and intangible assets, net
    
    
    43,591
    
    
    
    14,817
    
    
    
    
    
    
    
    58,408Goodwill
    
    
    86,699
    
    
    
    
    
    
    
    
    
    
    
    86,699Other assets
    
    
    1,711
    
    
    
    4,275
    
    
    
    
    
    
    
    5,986$
    402,326
    
    
    $
    164,962
    
    
    $
    (123,314
    )
    
    $
    443,974Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    10,236
    
    
    $
    17,528
    
    
    $
    
    
    
    $
    27,764Net intercompany payable
    
    
    
    
    
    
    111,947
    
    
    
    (111,947
    )
    
    
    Accrued liabilities
    
    
    16,040
    
    
    
    9,908
    
    
    
    
    
    
    
    25,948Current portion of long-term debt
    
    
    17,152
    
    
    
    213
    
    
    
    
    
    
    
    17,365Total current liabilities
    
    
    43,428
    
    
    
    139,596
    
    
    
    (111,947
    )
    
    
    71,077Long-term debt and capital lease obligations
    
    
    300,000
    
    
    
    1,222
    
    
    
    
    
    
    
    301,222Deferred income taxes
    
    
    19,945
    
    
    
    8,189
    
    
    
    
    
    
    
    28,134Postretirement benefit obligations
    
    
    5,269
    
    
    
    
    
    
    
    
    
    
    
    5,269Other liabilities
    
    
    3,372
    
    
    
    4,588
    
    
    
    
    
    
    
    7,960Stockholders equity
    
    
    30,312
    
    
    
    11,367
    
    
    
    (11,367
    )
    
    
    30,312$
    402,326
    
    
    $
    164,962
    
    
    $
    (123,314
    )
    
    $
    443,974
 17




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##### Table of Contents



Note 7  Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Operations
Three months ended December 31, 2007
 SubsidiaryNeenah
    
    Guarantors
    
    Eliminations
    
    ConsolidatedNet sales
    
    $
    45,303
    
    
    $
    57,357
    
    
    $
    (1,435
    )
    
    $
    101,225Cost of sales
    
    
    36,280
    
    
    
    52,847
    
    
    
    (1,435
    )
    
    
    87,692Gross profit
    
    
    9,023
    
    
    
    4,510
    
    
    
    
    
    
    
    13,533Selling, general and administrative expenses
    
    
    5,016
    
    
    
    3,967
    
    
    
    
    
    
    
    8,983Restructuring costs
    
    
    885
    
    
    
    342
    
    
    
    
    
    
    
    1,227Amortization of intangible assets
    
    
    1,427
    
    
    
    355
    
    
    
    
    
    
    
    1,782Gain on disposal of equipment
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )Operating income (loss)
    
    
    1,695
    
    
    
    (153
    )
    
    
    
    
    
    
    1,542Net interest expense
    
    
    (3,399
    )
    
    
    (4,227
    )
    
    
    
    
    
    
    (7,626
    )Loss before income taxes and equity in loss
of subsidiaries
    
    
    (1,704
    )
    
    
    (4,380
    )
    
    
    
    
    
    
    (6,084
    )Income tax benefit
    
    
    (646
    )
    
    
    (1,659
    )
    
    
    
    
    
    
    (2,305
    )(1,058
    )
    
    
    (2,721
    )
    
    
    
    
    
    
    (3,779
    )Equity in loss of subsidiaries
    
    
    (2,721
    )
    
    
    
    
    
    
    2,721
    
    
    
    Net loss
    
    $
    (3,779
    )
    
    $
    (2,721
    )
    
    $
    2,721
    
    
    $
    (3,779
    )
 Condensed Consolidating Statement of Operations
Three months ended December 31, 2006
 SubsidiaryNeenah
    
    Guarantors
    
    Eliminations
    
    ConsolidatedNet sales
    
    $
    55,173
    
    
    $
    63,786
    
    
    $
    (1,617
    )
    
    $
    117,342Cost of sales
    
    
    41,128
    
    
    
    59,376
    
    
    
    (1,617
    )
    
    
    98,887Gross profit
    
    
    14,045
    
    
    
    4,410
    
    
    
    
    
    
    
    18,455Selling, general and administrative expenses
    
    
    4,221
    
    
    
    4,221
    
    
    
    
    
    
    
    8,442Amortization of intangible assets
    
    
    1,426
    
    
    
    354
    
    
    
    
    
    
    
    1,780Gain on disposal of equipment
    
    
    (5
    )
    
    
    (34
    )
    
    
    
    
    
    
    (39
    )Debt refinancing costs
    
    
    20,429
    
    
    
    
    
    
    
    
    
    
    
    20,429Operating loss
    
    
    (12,026
    )
    
    
    (131
    )
    
    
    
    
    
    
    (12,157
    )Net interest expense
    
    
    (4,107
    )
    
    
    (4,116
    )
    
    
    
    
    
    
    (8,223
    )Loss before income taxes and equity in loss
of subsidiaries
    
    
    (16,133
    )
    
    
    (4,247
    )
    
    
    
    
    
    
    (20,380
    )Income tax benefit
    
    
    (6,288
    )
    
    
    (1,656
    )
    
    
    
    
    
    
    (7,944
    )(9,845
    )
    
    
    (2,591
    )
    
    
    
    
    
    
    (12,436
    )Equity in loss of subsidiaries
    
    
    (2,591
    )
    
    
    
    
    
    
    2,591
    
    
    
    Net loss
    
    $
    (12,436
    )
    
    $
    (2,591
    )
    
    $
    2,591
    
    
    $
    (12,436
    )
 18




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##### Table of Contents



Note 7  Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Cash Flows
Three months ended December 31, 2007
 SubsidiaryNeenah
    
    Guarantors
    
    Eliminations
    
    ConsolidatedOperating activitiesNet loss
    
    $
    (3,779
    )
    
    $
    (2,721
    )
    
    $
    2,721
    
    
    $
    (3,779
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    2,762
    
    
    
    3,153
    
    
    
    
    
    
    
    5,915Amortization of deferred financing costs and
discount on notes
    
    
    114
    
    
    
    
    
    
    
    
    
    
    
    114Stock-based compensation
    
    
    40
    
    
    
    
    
    
    
    
    
    
    
    40Changes in operating assets and liabilities
    
    
    (3,190
    )
    
    
    185
    
    
    
    
    
    
    
    (3,005
    )Net cash provided by (used in) operating activities
    
    
    (4,053
    )
    
    
    617
    
    
    
    2,721
    
    
    
    (715
    )Investing activitiesInvestments in and advances to subsidiaries
    
    
    574
    
    
    
    2,147
    
    
    
    (2,721
    )
    
    
    Purchase of property, plant and equipment
    
    
    (11,068
    )
    
    
    (3,182
    )
    
    
    
    
    
    
    (14,250
    )Net cash used in investing activities
    
    
    (10,494
    )
    
    
    (1,035
    )
    
    
    (2,721
    )
    
    
    (14,250
    )Financing activitiesNet change in revolver balance
    
    
    15,016
    
    
    
    
    
    
    
    
    
    
    
    15,016Payments on long-term debt and capital lease
obligations
    
    
    
    
    
    
    (51
    )
    
    
    
    
    
    
    (51
    )Net cash provided by (used in) financing activities
    
    
    15,016
    
    
    
    (51
    )
    
    
    
    
    
    
    14,965Increase (decrease) in cash and cash equivalents
    
    
    469
    
    
    
    (469
    )
    
    
    
    
    
    
    Cash and cash equivalents at beginning of period
    
    
    969
    
    
    
    (969
    )
    
    
    
    
    
    
    Cash and cash equivalents at end of period
    
    $
    1,438
    
    
    $
    (1,438
    )
    
    $
    
    
    
    $
    
 19




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##### Table of Contents



Note 7  Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Cash Flows
Three months ended December 31, 2006
 SubsidiaryNeenah
    
    Guarantors
    
    Eliminations
    
    ConsolidatedOperating activitiesNet loss
    
    $
    (12,436
    )
    
    $
    (2,591
    )
    
    $
    2,591
    
    
    $
    (12,436
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    2,311
    
    
    
    2,789
    
    
    
    
    
    
    
    5,100Amortization of deferred financing costs and
discount on notes
    
    
    519
    
    
    
    
    
    
    
    
    
    
    
    519Write-off of deferred financing costs and
discount on notes
    
    
    7,512
    
    
    
    
    
    
    
    
    
    
    
    7,512Changes in operating assets and liabilities
    
    
    (18,515
    )
    
    
    7,322
    
    
    
    
    
    
    
    (11,193
    )Net cash provided by (used in) operating activities
    
    
    (20,609
    )
    
    
    7,520
    
    
    
    2,591
    
    
    
    (10,498
    )Investing activitiesInvestments in and advances to subsidiaries
    
    
    6,937
    
    
    
    (4,346
    )
    
    
    (2,591
    )
    
    
    Purchase of property, plant and equipment
    
    
    (5,497
    )
    
    
    (2,951
    )
    
    
    
    
    
    
    (8,448
    )Increase in restricted cash
    
    
    (25,280
    )
    
    
    
    
    
    
    
    
    
    
    (25,280
    )Net cash used in investing activities
    
    
    (23,840
    )
    
    
    (7,297
    )
    
    
    (2,591
    )
    
    
    (33,728
    )Financing activitiesNet change in revolver balance
    
    
    (24,595
    )
    
    
    
    
    
    
    
    
    
    
    (24,595
    )Proceeds from long-term debt
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    300,000Payments on long-term debt and capital lease
obligations
    
    
    (214,996
    )
    
    
    (41
    )
    
    
    
    
    
    
    (215,037
    )Debt issuance costs
    
    
    (3,031
    )
    
    
    
    
    
    
    
    
    
    
    (3,031
    )Net cash provided by (used in) financing activities
    
    
    57,378
    
    
    
    (41
    )
    
    
    
    
    
    
    57,337Increase in
cash and cash equivalents
    
    
    12,929
    
    
    
    182
    
    
    
    
    
    
    
    13,111Cash and cash equivalents at beginning of period
    
    
    2,433
    
    
    
    (1,523
    )
    
    
    
    
    
    
    910Cash and cash equivalents at end of period
    
    $
    15,362
    
    
    $
    (1,341
    )
    
    $
    
    
    
    $
    14,021
 20




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##### Table of Contents



Note 8  Segment Information
   Three months endedDecember 31,2007
    
    
    2006Revenues from external customers:Castings
    
    $
    90,097
    
    
    $
    105,677Forgings
    
    
    8,998
    
    
    
    10,066Other
    
    
    4,502
    
    
    
    3,424Elimination of intersegment revenues
    
    
    (2,372
    )
    
    
    (1,825
    )$
    101,225
    
    
    $
    117,342Net income (loss):Castings
    
    $
    (3,582
    )
    
    $
    (12,747
    )Forgings
    
    
    (188
    )
    
    
    331Other
    
    
    (9
    )
    
    
    (20
    )$
    (3,779
    )
    
    $
    (12,436
    )
 December 31,
    
    
    September 30,2007
    
    
    2007Total assets:Castings
    
    $
    430,008
    
    
    $
    431,906Forgings
    
    
    19,232
    
    
    
    19,015Other
    
    
    8,503
    
    
    
    8,336Elimination of intersegment assets
    
    
    (16,969
    )
    
    
    (15,283
    )$
    440,774
    
    
    $
    443,974
 21




---



##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 General
   Recent Developments
 Cost Reduction Actions.
 Reverse Stock Split
 Refinancing Transactions.
 New Mold Line.
 Order for Abatement at Gregg Facility.
 22




---



##### Table of Contents



Results of Operations
  Three months ended December 31, 2007 and 2006
 Net sales.
 Cost of sales.
 Gross profit.
 Selling, general and administrative expenses.
 Restructuring costs
 Amortization of intangible assets.
 Operating income.
 Net interest expense.
 Debt Refinancing Costs.
 Income tax provision.
 23




---



##### Table of Contents



Liquidity and Capital Resources
 1 1
 2006 Credit Facility.
 1 1
   9 1 /2% Notes. 1 1 1 1 1 1 1 1 1 1
 24




---



##### Table of Contents



12 1 /2% Notes. 1 1 1 1 1 1 1 1 1 1 1 1 1 1
    Future Capital Needs.
 25




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Contractual Obligations
  Less Than
    
    
    
    
    
    
    
    
    
    
    More ThanTotal
    
    
    1 year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsLong-term debt
    
    $
    300.0
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    300.0Interest on long-term debt
    
    
    246.3
    
    
    
    30.8
    
    
    
    61.5
    
    
    
    61.5
    
    
    
    92.5Revolving line of credit
    
    
    32.2
    
    
    
    32.2
    
    
    
    
    
    
    
    
    
    
    
    Interest and fees on revolving line of credit
    
    
    0.7
    
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    Capital leases
    
    
    1.4
    
    
    
    0.2
    
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.4Operating leases
    
    
    5.2
    
    
    
    1.9
    
    
    
    2.3
    
    
    
    0.8
    
    
    
    0.2New mold line commitments
    
    
    8.1
    
    
    
    8.1
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    593.9
    
    
    $
    73.9
    
    
    $
    64.2
    
    
    $
    62.7
    
    
    $
    393.1
  Critical Accounting Estimates
  Accounting Changes
  
 Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Sensitivity. 1 1
 
 Controls and Procedures
 Disclosure Control and Procedures.
 26




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##### Table of Contents



Internal Control Over Financial Reporting.
 27




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##### Table of Contents



NEENAH ENTERPRISES, INC.
NEENAH FOUNDRY COMPANY
 
 OTHER INFORMATION
 
 Legal Proceedings
    
 Submission of Matters to a Vote of Security Holders
  Proposal 1: To elect seven directors for terms expiring at the 2009 Annual Meeting of NEI
Stockholders.
  For
    
    Withheld FromWilliam M. Barrett
    
    
    13,217,522
    
    
    
    0Albert E. Ferrara, Jr.
    
    
    13,217,522
    
    
    
    0David B. Gendell
    
    
    13,217,522
    
    
    
    0Stephen E.K. Graham
    
    
    13,217,522
    
    
    
    0Joseph V. Lash
    
    
    13,072,664
    
    
    
    144,858Jeffrey G. Marshall
    
    
    13,217,522
    
    
    
    0Robert E. Ostendorf, Jr.
    
    
    13,188,111
    
    
    
    29,411
  Proposal 2: The ratification of Ernst & Young LLP as the independent registered public
accounting firm for the 2008 fiscal year.
  For
    
    
    13,217,522Against
    
    
    Abstentions
    
    
    Broker Non-Votes
    
    
    
 Proposal 3: The approval of the Neenah Enterprises, Inc. Incentive Compensation Plan.
  For
    
    
    12,254,850Against
    
    
    11,500Abstentions
    
    
    Broker Non-Votes
    
    
    951,172
 28




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##### Table of Contents



Proposal 4: The approval the Neenah Enterprises, Inc. Management Equity Incentive Plan.
  For
    
    
    12,254,850Against
    
    
    11,500Abstentions
    
    
    Broker Non-Votes
    
    
    951,172
 
 Exhibits
 (a)
    
    Exhibits
  29




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##### Table of Contents



NEENAH ENTERPRISES, INC.
NEENAH FOUNDRY COMPANYDATE: February 14, 2008
    /s/ Gary W. LaCheyGary W. LaCheyCorporate Vice President 
Finance and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer) 30




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##### Table of Contents



Exhibit Index
to
Quarterly Report on Form 10-Q
For the Quarter Ended December 31, 2007
 Incorporated HereinExhibit No.
    
    Description
    
    by Reference to
    
    Filed Herewith10.1
    
    General Release and
Separation
Agreement between
Neenah Enterprises,
Inc. and Joseph
Varkoly
    
    Exhibit 10.1 to
Neenah Enterprises,
Inc.s Current
Report on Form 8-K
dated January 8,
200831.1
    
    Certification of
Chief Executive
Officer of Neenah
Enterprises, Inc.
pursuant to Rule
13a-14(a) or Rule
15d-14(a), as
adopted pursuant to
Section 302 of the
Sarbanes-Oxley Act
of 2002
    
    
    
    X31.2
    
    Certification of
Chief Financial
Officer of Neenah
Enterprises, Inc.
pursuant to Rule
13a-14(a) or Rule
15d-14(a), as
adopted pursuant to
Section 302 of the
Sarbanes-Oxley Act
of 2002
    
    
    
    X31.3
    
    Certification of
Chief Executive
Officer of Neenah
Foundry Company
pursuant to Rule
13a-14(a) or Rule
15d-14(a), as
adopted pursuant to
Section 302 of the
Sarbanes-Oxley Act
of 2002
    
    
    
    X31.4
    
    Certification of
Chief Financial
Officer of Neenah
Foundry Company
pursuant to Rule
13a-14(a) or Rule
15d-14(a), as
adopted pursuant to
Section 302 of the
Sarbanes-Oxley Act
of 2002
    
    
    
    X32.1
    
    Certification of
Chief Executive
Officer and Chief
Financial Officer
of Neenah
Enterprises, Inc.
pursuant to 18
U.S.C. Section
1350, as adopted
pursuant to Section
906 of the
Sarbanes-Oxley Act
of 2002
    
    
    
    X32.2
    
    Certification of
Chief Executive
Officer and Chief
Financial Officer
of Neenah Foundry
Company pursuant to
18 U.S.C. Section
1350, as adopted
pursuant to Section
906 of the
Sarbanes-Oxley Act
of 2002
    
    
    
    X
 31