##### 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 June 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from

to
 Commission 
File No.
    
    Name of Registrant, State of Incorporation, Address of
Principal Executive Offices, and Telephone No.
    
    IRS Employer
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
  Neenah Enterprises, Inc.
    
    Neenah Foundry CompanyLarge accelerated filer
    
    o
    
    oAccelerated filer
    
    o
    
    oNon-accelerated filer
    
    þ
    
    þSmaller reporting company
    
    o
    
    o
  Neenah Enterprises, Inc.
    
    Yes o No þNeenah Foundry Company
    
    Yes o No þ
 þ o
 Neenah Enterprises, Inc.
    
    As of July 31, 2008, Neenah Enterprises, Inc. had
14,251,934 shares of common stock outstanding.Neenah Foundry Company
    
    As of July 31, 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 June 30, 2008 and
September 30, 2007
    
    
    3Condensed consolidated statements of operations  Neenah Enterprises, Inc. for the three
and nine months ended June 30, 2008 and 2007
    
    
    4Condensed consolidated statements of cash flows  Neenah Enterprises, Inc. for the nine
months ended June 30, 2008 and 2007
    
    
    5Notes to condensed consolidated financial statements  June 30, 2008
    
    
    6Neenah Foundry CompanyCondensed consolidated balance sheets  Neenah Foundry Company as of June 30, 2008 and
September 30, 2007
    
    
    11Condensed consolidated statements of operations  Neenah Foundry Company for the three
and nine months ended June 30, 2008 and 2007
    
    
    12Condensed consolidated statements of cash flows  Neenah Foundry Company for the nine
months ended June 30, 2008 and 2007
    
    
    13Notes to condensed consolidated financial statements  June 30, 2008
    
    
    14Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    25Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Item 4. Controls and Procedures
    
    
    32Part II. Other InformationItem 1. Legal Proceedings
    
    
    33Item 6. Exhibits
    
    
    33Signatures
    
    
    34EX-10.6EX-31.1EX-31.2EX-31.3EX-31.4EX-32.1EX-32.2
  2




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##### Table of Contents



NEENAH ENTERPRISES, INC.
 
 . FINANCIAL INFORMATION
 
 Financial Statements
 
   June 30,
    
    
    September 30,2008
    
    
    2007(1)(Unaudited)AssetsCurrent assets:Cash
    
    $
    
    
    
    $
    Accounts receivable, net
    
    
    97,057
    
    
    
    81,085Inventories
    
    
    69,268
    
    
    
    64,196Deferred income taxes
    
    
    3,070
    
    
    
    3,070Refundable income taxes
    
    
    5,684
    
    
    
    6,501Other current assets
    
    
    7,096
    
    
    
    6,479Total current assets
    
    
    182,175
    
    
    
    161,331Property, plant and equipment
    
    
    214,703
    
    
    
    179,522Less accumulated depreciation
    
    
    59,890
    
    
    
    47,972154,813
    
    
    
    131,550Deferred financing costs, net
    
    
    3,114
    
    
    
    3,457Identifiable intangible assets, net
    
    
    49,609
    
    
    
    54,951Goodwill
    
    
    86,699
    
    
    
    86,699Other assets
    
    
    6,733
    
    
    
    5,986$
    483,143
    
    
    $
    443,974Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    36,478
    
    
    $
    27,764Accrued wages and employee benefits
    
    
    10,711
    
    
    
    13,139Accrued interest
    
    
    186
    
    
    
    5,449Accrued interest  related party
    
    
    
    
    
    
    2,344Other accrued liabilities
    
    
    2,701
    
    
    
    4,763Current portion of long-term debt
    
    
    66,451
    
    
    
    17,152Current portion of capital lease obligations
    
    
    213
    
    
    
    213Total current liabilities
    
    
    116,740
    
    
    
    70,824Long-term debt
    
    
    225,000
    
    
    
    225,000Long-term debt  related party
    
    
    75,000
    
    
    
    75,000Capital lease obligations
    
    
    1,065
    
    
    
    1,222Deferred income taxes
    
    
    28,134
    
    
    
    28,134Postretirement benefit obligations
    
    
    5,386
    
    
    
    5,269Other liabilities
    
    
    8,804
    
    
    
    7,960Total liabilities
    
    
    460,129
    
    
    
    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
June 30, 2008 and September 30, 2007,
respectively
    
    
    138
    
    
    
    137Capital in excess of par value
    
    
    5,939
    
    
    
    5,686Retained earnings
    
    
    12,886
    
    
    
    20,571Accumulated other comprehensive income
    
    
    4,051
    
    
    
    4,171Total stockholders equity
    
    
    23,014
    
    
    
    30,565$
    483,143
    
    
    $
    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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NEENAH ENTERPRISES, INC.
 
 
 Three Months Ended
    
    
    Nine months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    154,322
    
    
    $
    126,838
    
    
    $
    370,205
    
    
    $
    355,969Cost of sales
    
    
    132,745
    
    
    
    104,126
    
    
    
    326,259
    
    
    
    303,574Gross profit
    
    
    21,577
    
    
    
    22,712
    
    
    
    43,946
    
    
    
    52,395Selling, general and administrative expenses
    
    
    8,887
    
    
    
    10,436
    
    
    
    26,787
    
    
    
    27,865Restructuring costs
    
    
    
    
    
    
    
    
    
    
    1,227
    
    
    
    Amortization of intangible assets
    
    
    1,780
    
    
    
    1,782
    
    
    
    5,342
    
    
    
    5,342Loss (gain) on disposal of equipment
    
    
    (37
    )
    
    
    42
    
    
    
    (56
    )
    
    
    (22
    )Total operating expenses
    
    
    10,630
    
    
    
    12,260
    
    
    
    33,300
    
    
    
    33,185Operating income
    
    
    10,947
    
    
    
    10,452
    
    
    
    10,646
    
    
    
    19,210Interest expense
    
    
    (6,116
    )
    
    
    (4,870
    )
    
    
    (16,800
    )
    
    
    (17,781
    )Interest expense  related party
    
    
    (2,344
    )
    
    
    (2,344
    )
    
    
    (7,032
    )
    
    
    (4,688
    )Debt refinancing costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,429
    )Income (loss) before income taxes
    
    
    2,487
    
    
    
    3,238
    
    
    
    (13,186
    )
    
    
    (23,688
    )Income tax provision (benefit)
    
    
    112
    
    
    
    1,274
    
    
    
    (5,501
    )
    
    
    (9,219
    )Net income (loss)
    
    $
    2,375
    
    
    $
    1,964
    
    
    $
    (7,685
    )
    
    $
    (14,469
    )Income (loss) per share:Basic
    
    $
    0.17
    
    
    $
    0.19
    
    
    $
    (0.56
    )
    
    $
    (1.50
    )Diluted
    
    $
    0.15
    
    
    $
    0.15
    
    
    $
    (0.56
    )
    
    $
    (1.50
    )Shares used in the computation of income (loss)
per share:Basic
    
    
    13,691
    
    
    
    10,240
    
    
    
    13,687
    
    
    
    9,677Diluted
    
    
    16,121
    
    
    
    12,740
    
    
    
    13,687
    
    
    
    9,677
  4




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NEENAH ENTERPRISES, INC.
 
 
 Nine months endedJune 30,2008
    
    
    2007Operating activitiesNet loss
    
    $
    (7,685
    )
    
    $
    (14,469
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    17,752
    
    
    
    15,385Amortization of deferred financing costs and discount on notes
    
    
    343
    
    
    
    670Write-off of deferred financing costs and discount on notes
    
    
    
    
    
    
    7,512Stock-based compensation
    
    
    250
    
    
    
    Changes in operating assets and liabilities
    
    
    (24,132
    )
    
    
    (26,999
    )Net cash used in operating activities
    
    
    (13,472
    )
    
    
    (17,901
    )Investing activitiesPurchase of property, plant and equipment
    
    
    (35,673
    )
    
    
    (33,315
    )Net cash used in investing activities
    
    
    (35,673
    )
    
    
    (33,315
    )Financing activitiesNet change in revolver balance
    
    
    49,299
    
    
    
    (5,790
    )Proceeds from long-term debt
    
    
    
    
    
    
    225,000Proceeds from long-term debt  related party
    
    
    
    
    
    
    75,000Payments on long-term debt and capital lease obligations
    
    
    (157
    )
    
    
    (165,026
    )Payments on long-term debt  related party
    
    
    
    
    
    
    (75,115
    )Proceeds from exercise of stock warrants
    
    
    3
    
    
    
    Debt issuance costs
    
    
    
    
    
    
    (3,763
    )Net cash provided by financing activities
    
    
    49,145
    
    
    
    50,306Decrease in cash
    
    
    
    
    
    
    (910
    )Cash at beginning of period
    
    
    
    
    
    
    910Cash at end of period
    
    $
    
    
    
    $
    
  5




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NEENAH ENTERPRISES, INC.
 
 
 Note 1  Basis of Presentation
  Note 2  Recent Accounting Pronouncements
     6




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(in thousands, except per share data)
 Statement of Operations
    
    As Originally
    
    
    
    
    
    Effect ofThree Months Ended June 30, 2007
    
    Reported
    
    As Adjusted
    
    ChangeCost of sales
    
    $
    104,541
    
    
    $
    104,126
    
    
    $
    (415
    )Gross profit
    
    
    22,297
    
    
    
    22,712
    
    
    
    415Operating income
    
    
    10,037
    
    
    
    10,452
    
    
    
    415Income before income taxes
    
    
    2,823
    
    
    
    3,238
    
    
    
    415Income tax provision
    
    
    1,113
    
    
    
    1,274
    
    
    
    161Net income
    
    
    1,710
    
    
    
    1,964
    
    
    
    254Income per share:Basic
    
    
    0.17
    
    
    
    0.19
    
    
    
    0.02Diluted
    
    
    0.13
    
    
    
    0.15
    
    
    
    0.02
 Statement of Operations
    
    As Originally
    
    
    
    
    
    Effect ofNine months ended June 30, 2007
    
    Reported
    
    As Adjusted
    
    ChangeCost of sales
    
    $
    304,314
    
    
    $
    303,574
    
    
    $
    (740
    )Gross profit
    
    
    51,655
    
    
    
    52,395
    
    
    
    740Operating income
    
    
    18,470
    
    
    
    19,210
    
    
    
    740Loss before income taxes
    
    
    (24,428
    )
    
    
    (23,688
    )
    
    
    740Income tax benefit
    
    
    (9,507
    )
    
    
    (9,219
    )
    
    
    288Net loss
    
    
    (14,921
    )
    
    
    (14,469
    )
    
    
    452Loss per share:Basic
    
    
    (1.54
    )
    
    
    (1.50
    )
    
    
    0.04Diluted
    
    
    (1.54
    )
    
    
    (1.50
    )
    
    
    0.04
 Statement of Cash Flows
    
    As Originally
    
    
    
    
    
    Effect ofNine months ended June 30, 2007
    
    Reported
    
    As Adjusted
    
    ChangeNet loss
    
    $
    (14,921
    )
    
    $
    (14,469
    )
    
    $
    452Changes in operating assets and liabilities
    
    
    (26,547
    )
    
    
    (26,999
    )
    
    
    (452
    )
  7




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Note 3  Inventories
  June 30,
    
    
    September 30,2008
    
    
    2007Raw materials
    
    $
    8,658
    
    
    $
    6,941Work in process and finished goods
    
    
    42,954
    
    
    
    41,407Supplies
    
    
    17,656
    
    
    
    15,848$
    69,268
    
    
    $
    64,196
 Note 4  Comprehensive Income (Loss)
  Note 5  Employee Benefit Plans
 Components of Net Periodic Benefit Cost
  Pension Benefits
    
    
    Postretirement BenefitsThree months ended June 30,
    
    
    Three months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    461
    
    
    $
    586
    
    
    $
    55
    
    
    $
    50Interest cost
    
    
    1,098
    
    
    
    1,675
    
    
    
    81
    
    
    
    75Expected return on plan assets
    
    
    (1,365
    )
    
    
    (1,984
    )
    
    
    
    
    
    
    Amortization of prior service cost (credit)
    
    
    4
    
    
    
    8
    
    
    
    (13
    )
    
    
    (12
    )Recognized net actuarial gain
    
    
    
    
    
    
    
    
    
    
    (53
    )
    
    
    (51
    )Net periodic benefit cost
    
    $
    198
    
    
    $
    285
    
    
    $
    70
    
    
    $
    62
 Pension Benefits
    
    
    Postretirement BenefitsNine months ended June 30,
    
    
    Nine months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    1,383
    
    
    $
    1,349
    
    
    $
    165
    
    
    $
    150Interest cost
    
    
    3,292
    
    
    
    3,251
    
    
    
    243
    
    
    
    225Expected return on plan assets
    
    
    (4,093
    )
    
    
    (3,862
    )
    
    
    
    
    
    
    Amortization of prior service cost (credit)
    
    
    13
    
    
    
    22
    
    
    
    (39
    )
    
    
    (38
    )Recognized net actuarial gain
    
    
    
    
    
    
    
    
    
    
    (159
    )
    
    
    (154
    )Net periodic benefit cost
    
    $
    595
    
    
    $
    760
    
    
    $
    210
    
    
    $
    183
 Employer Contributions
  8




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Note 6  Refinancing Transactions
 1 2 1 2 1 2 1 2 1 2 1 2
  Note 7  Cost Reduction Actions
  Note 8  Contingencies
 Fox River Cleanup Matter.
  9




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##### Table of Contents



Note 9  Segment Information
   Three months ended
    
    
    Nine months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues from external customers:Castings
    
    $
    141,328
    
    
    $
    116,328
    
    
    $
    332,659
    
    
    $
    321,841Forgings
    
    
    11,100
    
    
    
    8,548
    
    
    
    31,309
    
    
    
    28,011Other
    
    
    4,651
    
    
    
    4,365
    
    
    
    13,612
    
    
    
    13,065Elimination of intersegment revenues
    
    
    (2,757
    )
    
    
    (2,403
    )
    
    
    (7,375
    )
    
    
    (6,948
    )$
    154,322
    
    
    $
    126,838
    
    
    $
    370,205
    
    
    $
    355,969Net income (loss):Castings
    
    $
    2,315
    
    
    $
    2,549
    
    
    $
    (8,091
    )
    
    $
    (14,180
    )Forgings
    
    
    (110
    )
    
    
    (585
    )
    
    
    8
    
    
    
    (298
    )Other
    
    
    155
    
    
    
    (78
    )
    
    
    222
    
    
    
    (226
    )Elimination of intersegment loss
    
    
    15
    
    
    
    78
    
    
    
    176
    
    
    
    235$
    2,375
    
    
    $
    1,964
    
    
    $
    (7,685
    )
    
    $
    (14,469
    )
 June 30,
    
    
    September 30,2008
    
    
    2007Total assets:Castings
    
    $
    468,474
    
    
    $
    431,906Forgings
    
    
    23,445
    
    
    
    19,015Other
    
    
    9,005
    
    
    
    8,336Elimination of intersegment assets
    
    
    (17,781
    )
    
    
    (15,283
    )$
    483,143
    
    
    $
    443,974
 10




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##### Table of Contents



NEENAH FOUNDRY COMPANY
 
   June 30,
    
    
    September 30,2008
    
    
    2007(1)(Unaudited)AssetsCurrent assets:Cash
    
    $
    
    
    
    $
    Accounts receivable, net
    
    
    97,057
    
    
    
    81,085Inventories
    
    
    69,268
    
    
    
    64,196Deferred income taxes
    
    
    3,070
    
    
    
    3,070Refundable income taxes
    
    
    5,684
    
    
    
    6,501Other current assets
    
    
    7,096
    
    
    
    6,479Total current assets
    
    
    182,175
    
    
    
    161,331Property, plant and equipment
    
    
    214,703
    
    
    
    179,522Less accumulated depreciation
    
    
    59,890
    
    
    
    47,972154,813
    
    
    
    131,550Deferred financing costs, net
    
    
    3,114
    
    
    
    3,457Identifiable intangible assets, net
    
    
    49,609
    
    
    
    54,951Goodwill
    
    
    86,699
    
    
    
    86,699Other assets
    
    
    6,733
    
    
    
    5,986$
    483,143
    
    
    $
    443,974Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    36,478
    
    
    $
    27,764Accrued wages and employee benefits
    
    
    10,711
    
    
    
    13,139Accrued interest
    
    
    186
    
    
    
    5,449Accrued interest  related party
    
    
    
    
    
    
    2,344Other accrued liabilities
    
    
    2,958
    
    
    
    5,016Current portion of long-term debt
    
    
    66,451
    
    
    
    17,152Current portion of capital lease obligations
    
    213
    
    
    213Total current liabilities
    
    
    116,997
    
    
    
    71,077Long-term debt
    
    
    225,000
    
    
    
    225,000Long-term debt  related party
    
    
    75,000
    
    
    
    75,000Capital lease obligations
    
    
    1,065
    
    
    
    1,222Deferred income taxes
    
    
    28,134
    
    
    
    28,134Postretirement benefit obligations
    
    
    5,386
    
    
    
    5,269Other liabilities
    
    
    8,804
    
    
    
    7,960Total liabilities
    
    
    460,386
    
    
    
    413,662Commitments and contingenciesStockholders equity:Common stock
    
    
    100
    
    
    
    100Capital in excess of par value
    
    
    5,720
    
    
    
    5,470Retained earnings
    
    
    12,886
    
    
    
    20,571Accumulated other comprehensive income
    
    
    4,051
    
    
    
    4,171Total stockholders equity
    
    
    22,757
    
    
    
    30,312$
    483,143
    
    
    $
    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. 11




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##### Table of Contents



NEENAH FOUNDRY COMPANY
 
 
 Three Months Ended
    
    
    Nine months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    154,322
    
    
    $
    126,838
    
    
    $
    370,205
    
    
    $
    355,969Cost of sales
    
    
    132,745
    
    
    
    104,126
    
    
    
    326,259
    
    
    
    303,574Gross profit
    
    
    21,577
    
    
    
    22,712
    
    
    
    43,946
    
    
    
    52,395Selling, general and administrative expenses
    
    
    8,887
    
    
    
    10,436
    
    
    
    26,787
    
    
    
    27,865Restructuring costs
    
    
    
    
    
    
    
    
    
    
    1,227
    
    
    
    Amortization of intangible assets
    
    
    1,780
    
    
    
    1,782
    
    
    
    5,342
    
    
    
    5,342Loss (gain) on disposal of equipment
    
    
    (37
    )
    
    
    42
    
    
    
    (56
    )
    
    
    (22
    )Total operating expenses
    
    
    10,630
    
    
    
    12,260
    
    
    
    33,300
    
    
    
    33,185Operating income
    
    
    10,947
    
    
    
    10,452
    
    
    
    10,646
    
    
    
    19,210Interest expense
    
    
    (6,116
    )
    
    
    (4,870
    )
    
    
    (16,800
    )
    
    
    (17,781
    )Interest expense  related party
    
    
    (2,344
    )
    
    
    (2,344
    )
    
    
    (7,032
    )
    
    
    (4,688
    )Debt refinancing costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,429
    )Income (loss) before income taxes
    
    
    2,487
    
    
    
    3,238
    
    
    
    (13,186
    )
    
    
    (23,688
    )Income tax provision (benefit)
    
    
    112
    
    
    
    1,274
    
    
    
    (5,501
    )
    
    
    (9,219
    )Net income (loss)
    
    $
    2,375
    
    
    $
    1,964
    
    
    $
    (7,685
    )
    
    $
    (14,469
    )
  12




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##### Table of Contents



NEENAH FOUNDRY COMPANY
 
 
 Nine months endedJune 30,2008
    
    
    2007Operating activitiesNet loss
    
    $
    (7,685
    )
    
    $
    (14,469
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    17,752
    
    
    
    15,385Amortization of deferred financing costs and discount on notes
    
    
    343
    
    
    
    670Write-off of deferred financing costs and discount on notes
    
    
    
    
    
    
    7,512Stock-based compensation
    
    
    250
    
    
    
    Changes in operating assets and liabilities
    
    
    (24,129
    )
    
    
    (26,999
    )Net cash used in operating activities
    
    
    (13,469
    )
    
    
    (17,901
    )Investing activitiesPurchase of property, plant and equipment
    
    
    (35,673
    )
    
    
    (33,315
    )Net cash used in investing activities
    
    
    (35,673
    )
    
    
    (33,315
    )Financing activitiesNet change in revolver balance
    
    
    49,299
    
    
    
    (5,790
    )Proceeds from long-term debt
    
    
    
    
    
    
    225,000Proceeds from long-term debt  related party
    
    
    
    
    
    
    75,000Payments on long-term debt and capital lease obligations
    
    
    (157
    )
    
    
    (165,026
    )Payments on long-term debt  related party
    
    
    
    
    
    
    (75,115
    )Debt issuance costs
    
    
    
    
    
    
    (3,763
    )Net cash provided by financing activities
    
    
    49,142
    
    
    
    50,306Decrease in cash
    
    
    
    
    
    
    (910
    )Cash at beginning of period
    
    
    
    
    
    
    910Cash at end of period
    
    $
    
    
    
    $
    
  13




---



##### Table of Contents



NEENAH FOUNDRY COMPANY
 
 
 Note 1  Basis of Presentation
  Note 2  Recent Accounting Pronouncements
     14




---



##### Table of Contents



(in thousands)
 Statement of Operations
    
    As Originally
    
    
    
    
    
    Effect ofThree Months Ended June 30, 2007
    
    Reported
    
    As Adjusted
    
    ChangeCost of sales
    
    $
    104,541
    
    
    $
    104,126
    
    
    $
    (415
    )Gross profit
    
    
    22,297
    
    
    
    22,712
    
    
    
    415Operating income
    
    
    10,037
    
    
    
    10,452
    
    
    
    415Income before income taxes
    
    
    2,823
    
    
    
    3,238
    
    
    
    415Income tax provision
    
    
    1,113
    
    
    
    1,274
    
    
    
    161Net income
    
    
    1,710
    
    
    
    1,964
    
    
    
    254
 Statement of Operations
    
    As Originally
    
    
    
    
    
    Effect ofNine months ended June 30, 2007
    
    Reported
    
    As Adjusted
    
    ChangeCost of sales
    
    $
    304,314
    
    
    $
    303,574
    
    
    $
    (740
    )Gross profit
    
    
    51,655
    
    
    
    52,395
    
    
    
    740Operating income
    
    
    18,470
    
    
    
    19,210
    
    
    
    740Loss before income taxes
    
    
    (24,428
    )
    
    
    (23,688
    )
    
    
    740Income tax benefit
    
    
    (9,507
    )
    
    
    (9,219
    )
    
    
    288Net loss
    
    
    (14,921
    )
    
    
    (14,469
    )
    
    
    452
 Statement of Cash Flows
    
    As Originally
    
    
    
    
    
    Effect ofNine months ended June 30, 2007
    
    Reported
    
    As Adjusted
    
    ChangeNet loss
    
    $
    (14,921
    )
    
    $
    (14,469
    )
    
    $
    452Changes in operating assets and liabilities
    
    
    (26,547
    )
    
    
    (26,999
    )
    
    
    (452
    )
  15




---



##### Table of Contents



Note 3  Inventories
  June 30,
    
    
    September 30,2008
    
    
    2007Raw materials
    
    $
    8,658
    
    
    $
    6,941Work in process and finished goods
    
    
    42,954
    
    
    
    41,407Supplies
    
    
    17,656
    
    
    
    15,848$
    69,268
    
    
    $
    64,196
 Note 4
 Comprehensive Income (Loss)
  Note 5  Employee Benefit Plans
 Components of Net Periodic Benefit Cost
  Pension Benefits
    
    
    Postretirement BenefitsThree months ended June 30,
    
    
    Three months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    461
    
    
    $
    586
    
    
    $
    55
    
    
    $
    50Interest cost
    
    
    1,098
    
    
    
    1,675
    
    
    
    81
    
    
    
    75Expected return on plan assets
    
    
    (1,365
    )
    
    
    (1,984
    )
    
    
    
    
    
    
    Amortization of prior service cost (credit)
    
    
    4
    
    
    
    8
    
    
    
    (13
    )
    
    
    (12
    )Recognized net actuarial gain
    
    
    
    
    
    
    
    
    
    
    (53
    )
    
    
    (51
    )Net periodic benefit cost
    
    $
    198
    
    
    $
    285
    
    
    $
    70
    
    
    $
    62
 Pension Benefits
    
    
    Postretirement BenefitsNine months ended June 30,
    
    
    Nine months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    1,383
    
    
    $
    1,349
    
    
    $
    165
    
    
    $
    150Interest cost
    
    
    3,292
    
    
    
    3,251
    
    
    
    243
    
    
    
    225Expected return on plan assets
    
    
    (4,093
    )
    
    
    (3,862
    )
    
    
    
    
    
    
    Amortization of prior service cost (credit)
    
    
    13
    
    
    
    22
    
    
    
    (39
    )
    
    
    (38
    )Recognized net actuarial gain
    
    
    
    
    
    
    
    
    
    
    (159
    )
    
    
    (154
    )Net periodic benefit cost
    
    $
    595
    
    
    $
    760
    
    
    $
    210
    
    
    $
    183
 Employer Contributions
  16




---



##### Table of Contents



Note 6  Refinancing Transactions
 1 2 1 2 1 2 1 2 1 2 1 2
  Note 7  Cost Reduction Actions
  Note 8  Contingencies
 Fox River Cleanup Matter.
  17




---



##### Table of Contents



Note 9  Subsidiary Guarantors
 1 2 1 2
 Condensed Consolidating Balance Sheet
June 30, 2008
 SubsidiaryNeenah
    
    Guarantors
    
    Eliminations
    
    ConsolidatedAssetsCurrent assets:Cash
    
    $
    1,834
    
    
    $
    (1,834
    )
    
    $
    
    
    
    $
    Accounts receivable, net
    
    
    44,374
    
    
    
    52,683
    
    
    
    
    
    
    
    97,057Inventories
    
    
    27,833
    
    
    
    41,435
    
    
    
    
    
    
    
    69,268Deferred income taxes
    
    
    (409
    )
    
    
    3,479
    
    
    
    
    
    
    
    3,070Refundable income taxes
    
    
    5,684
    
    
    
    
    
    
    
    
    
    
    
    5,684Other current assets
    
    
    4,066
    
    
    
    3,030
    
    
    
    
    
    
    
    7,096Total current assets
    
    
    83,382
    
    
    
    98,793
    
    
    
    
    
    
    
    182,175Investments in and advances to subsidiaries
    
    
    129,814
    
    
    
    
    
    
    
    (129,814
    )
    
    
    Property, plant and equipment, net
    
    
    92,201
    
    
    
    62,612
    
    
    
    
    
    
    
    154,813Deferred financing costs and intangible assets, net
    
    
    38,969
    
    
    
    13,754
    
    
    
    
    
    
    
    52,723Goodwill
    
    
    86,699
    
    
    
    
    
    
    
    
    
    
    
    86,699Other assets
    
    
    2,392
    
    
    
    4,341
    
    
    
    
    
    
    
    6,733$
    433,457
    
    
    $
    179,500
    
    
    $
    (129,814
    )
    
    $
    483,143Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    9,359
    
    
    $
    27,119
    
    
    $
    
    
    
    $
    36,478Net intercompany payable
    
    
    
    
    
    
    130,092
    
    
    
    (130,092
    )
    
    
    Accrued liabilities
    
    
    5,602
    
    
    
    8,253
    
    
    
    
    
    
    
    13,855Current portion of long-term debt
    
    
    66,451
    
    
    
    213
    
    
    
    
    
    
    
    66,664Total current liabilities
    
    
    81,412
    
    
    
    165,677
    
    
    
    (130,092
    )
    
    
    116,997Long-term debt and capital lease obligations
    
    
    300,000
    
    
    
    1,065
    
    
    
    
    
    
    
    301,065Deferred income taxes
    
    
    18,663
    
    
    
    9,471
    
    
    
    
    
    
    
    28,134Postretirement benefit obligations
    
    
    5,386
    
    
    
    
    
    
    
    
    
    
    
    5,386Other liabilities
    
    
    5,239
    
    
    
    3,565
    
    
    
    
    
    
    
    8,804Stockholders equity (deficit)
    
    
    22,757
    
    
    
    (278
    )
    
    
    278
    
    
    
    22,757$
    433,457
    
    
    $
    179,500
    
    
    $
    (129,814
    )
    
    $
    483,143
 18




---



##### Table of Contents



Note 9  Subsidiary Guarantors (continued)
 Condensed Consolidating Balance Sheet
September 30, 2007
 SubsidiaryNeenah
    
    Guarantors
    
    Eliminations
    
    ConsolidatedAssetsCurrent assets:Cash
    
    $
    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
 19




---



##### Table of Contents



Note 9  Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Operations
Three months ended June 30, 2008
 SubsidiaryNeenah
    
    Guarantors
    
    Eliminations
    
    ConsolidatedNet sales
    
    $
    71,606
    
    
    $
    84,875
    
    
    $
    (2,159
    )
    
    $
    154,322Cost of sales
    
    
    56,379
    
    
    
    78,525
    
    
    
    (2,159
    )
    
    
    132,745Gross profit
    
    
    15,227
    
    
    
    6,350
    
    
    
    
    
    
    
    21,577Selling, general and administrative expenses
    
    
    4,848
    
    
    
    4,039
    
    
    
    
    
    
    
    8,887Amortization of intangible assets
    
    
    1,426
    
    
    
    354
    
    
    
    
    
    
    
    1,780Gain on disposal of equipment
    
    
    (22
    )
    
    
    (15
    )
    
    
    
    
    
    
    (37
    )Operating income
    
    
    8,975
    
    
    
    1,972
    
    
    
    
    
    
    
    10,947Net interest expense
    
    
    (4,248
    )
    
    
    (4,212
    )
    
    
    
    
    
    
    (8,460
    )Income (loss) before income taxes and
equity in loss of subsidiaries
    
    
    4,727
    
    
    
    (2,240
    )
    
    
    
    
    
    
    2,487Income tax provision (benefit)
    
    
    1,588
    
    
    
    (1,476
    )
    
    
    
    
    
    
    1123,139
    
    
    
    (764
    )
    
    
    
    
    
    
    2,375Equity in loss of subsidiaries
    
    
    (764
    )
    
    
    
    
    
    
    764
    
    
    
    Net income (loss)
    
    $
    2,375
    
    
    $
    (764
    )
    
    $
    764
    
    
    $
    2,375
 Condensed Consolidating Statement of Operations
Three months ended June 30, 2007
 SubsidiaryNeenah
    
    Guarantors
    
    Eliminations
    
    ConsolidatedNet sales
    
    $
    58,062
    
    
    $
    70,426
    
    
    $
    (1,650
    )
    
    $
    126,838Cost of sales
    
    
    41,745
    
    
    
    64,031
    
    
    
    (1,650
    )
    
    
    104,126Gross profit
    
    
    16,317
    
    
    
    6,395
    
    
    
    
    
    
    
    22,712Selling, general and administrative expenses
    
    
    5,541
    
    
    
    4,895
    
    
    
    
    
    
    
    10,436Amortization of intangible assets
    
    
    1,427
    
    
    
    355
    
    
    
    
    
    
    
    1,782Loss (gain) on disposal of equipment
    
    
    (2
    )
    
    
    44
    
    
    
    
    
    
    
    42Operating income
    
    
    9,351
    
    
    
    1,101
    
    
    
    
    
    
    
    10,452Net interest expense
    
    
    (3,107
    )
    
    
    (4,107
    )
    
    
    
    
    
    
    (7,214
    )Income (loss) before income taxes and
equity in loss of subsidiaries
    
    
    6,244
    
    
    
    (3,006
    )
    
    
    
    
    
    
    3,238Income tax provision (benefit)
    
    
    2,441
    
    
    
    (1,167
    )
    
    
    
    
    
    
    1,2743,803
    
    
    
    (1,839
    )
    
    
    
    
    
    
    1,964Equity in loss of subsidiaries
    
    
    (1,839
    )
    
    
    
    
    
    
    1,839
    
    
    
    Net income (loss)
    
    $
    1,964
    
    
    $
    (1,839
    )
    
    $
    1,839
    
    
    $
    1,964
 20




---



##### Table of Contents



Note 9  Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Operations
Nine months ended June 30, 2008
 SubsidiaryNeenah
    
    Guarantors
    
    Eliminations
    
    ConsolidatedNet sales
    
    $
    161,839
    
    
    $
    213,383
    
    
    $
    (5,017
    )
    
    $
    370,205Cost of sales
    
    
    132,696
    
    
    
    198,580
    
    
    
    (5,017
    )
    
    
    326,259Gross profit
    
    
    29,143
    
    
    
    14,803
    
    
    
    
    
    
    
    43,946Selling, general and administrative expenses
    
    
    14,595
    
    
    
    12,192
    
    
    
    
    
    
    
    26,787Restructuring costs
    
    
    885
    
    
    
    342
    
    
    
    
    
    
    
    1,227Amortization of intangible assets
    
    
    4,279
    
    
    
    1,063
    
    
    
    
    
    
    
    5,342Gain on disposal of equipment
    
    
    (24
    )
    
    
    (32
    )
    
    
    
    
    
    
    (56
    )Operating income
    
    
    9,408
    
    
    
    1,238
    
    
    
    
    
    
    
    10,646Net interest expense
    
    
    (11,179
    )
    
    
    (12,653
    )
    
    
    
    
    
    
    (23,832
    )Loss before income taxes and equity in loss
of subsidiaries
    
    
    (1,771
    )
    
    
    (11,415
    )
    
    
    
    
    
    
    (13,186
    )Income tax benefit
    
    
    (739
    )
    
    
    (4,762
    )
    
    
    
    
    
    
    (5,501
    )(1,032
    )
    
    
    (6,653
    )
    
    
    
    
    
    
    (7,685
    )Equity in loss of subsidiaries
    
    
    (6,653
    )
    
    
    
    
    
    
    6,653
    
    
    
    Net loss
    
    $
    (7,685
    )
    
    $
    (6,653
    )
    
    $
    6,653
    
    
    $
    (7,685
    )
 Condensed Consolidating Statement of Operations
Nine months ended June 30, 2007
 SubsidiaryNeenah
    
    Guarantors
    
    Eliminations
    
    ConsolidatedNet sales
    
    $
    158,076
    
    
    $
    202,550
    
    
    $
    (4,657
    )
    
    $
    355,969Cost of sales
    
    
    120,861
    
    
    
    187,370
    
    
    
    (4,657
    )
    
    
    303,574Gross profit
    
    
    37,215
    
    
    
    15,180
    
    
    
    
    
    
    
    52,395Selling, general and administrative expenses
    
    
    14,162
    
    
    
    13,703
    
    
    
    
    
    
    
    27,865Amortization of intangible assets
    
    
    4,279
    
    
    
    1,063
    
    
    
    
    
    
    
    5,342Gain on disposal of equipment
    
    
    (13
    )
    
    
    (9
    )
    
    
    
    
    
    
    (22
    )Operating income
    
    
    18,787
    
    
    
    423
    
    
    
    
    
    
    
    19,210Net interest expense
    
    
    (10,134
    )
    
    
    (12,335
    )
    
    
    
    
    
    
    (22,469
    )Debt refinancing costs
    
    
    (20,429
    )
    
    
    
    
    
    
    
    
    
    
    (20,429
    )Loss before income taxes and equity in loss
of subsidiaries
    
    
    (11,776
    )
    
    
    (11,912
    )
    
    
    
    
    
    
    (23,688
    )Income tax benefit
    
    
    (4,582
    )
    
    
    (4,637
    )
    
    
    
    
    
    
    (9,219
    )(7,194
    )
    
    
    (7,275
    )
    
    
    
    
    
    
    (14,469
    )Equity in loss of subsidiaries
    
    
    (7,275
    )
    
    
    
    
    
    
    7,275
    
    
    
    Net loss
    
    $
    (14,469
    )
    
    $
    (7,275
    )
    
    $
    7,275
    
    
    $
    (14,469
    )
 21




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##### Table of Contents



Note 9  Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Cash Flows
Nine months ended June 30, 2008
 SubsidiaryNeenah
    
    Guarantors
    
    Eliminations
    
    ConsolidatedOperating activitiesNet loss
    
    $
    (7,685
    )
    
    $
    (6,653
    )
    
    $
    6,653
    
    
    $
    (7,685
    )Adjustments to reconcile net loss to net cash used
in operating activities:Depreciation and amortization
    
    
    8,284
    
    
    
    9,468
    
    
    
    
    
    
    
    17,752Amortization of deferred financing costs and
discount on notes
    
    
    343
    
    
    
    
    
    
    
    
    
    
    
    343Stock-based compensation
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Changes in operating assets and liabilities
    
    
    (20,603
    )
    
    
    (3,526
    )
    
    
    
    
    
    
    (24,129
    )Net cash used in operating activities
    
    
    (19,411
    )
    
    
    (711
    )
    
    
    6,653
    
    
    
    (13,469
    )Investing activitiesInvestments in and advances to subsidiaries
    
    
    (6,500
    )
    
    
    13,153
    
    
    
    (6,653
    )
    
    
    Purchase of property, plant and equipment
    
    
    (22,523
    )
    
    
    (13,150
    )
    
    
    
    
    
    
    (35,673
    )Net cash provided by (used in) investing activities
    
    
    (29,023
    )
    
    
    3
    
    
    
    (6,653
    )
    
    
    (35,673
    )Financing activitiesNet change in revolver balance
    
    
    49,299
    
    
    
    
    
    
    
    
    
    
    
    49,299Payments on long-term debt and capital lease
obligations
    
    
    
    
    
    
    (157
    )
    
    
    
    
    
    
    (157
    )Net cash provided by (used in) financing activities
    
    
    49,299
    
    
    
    (157
    )
    
    
    
    
    
    
    49,142Increase (decrease) in cash
    
    
    865
    
    
    
    (865
    )
    
    
    
    
    
    
    Cash at beginning of period
    
    
    969
    
    
    
    (969
    )
    
    
    
    
    
    
    Cash at end of period
    
    $
    1,834
    
    
    $
    (1,834
    )
    
    $
    
    
    
    $
    
 22




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##### Table of Contents



Note 9  Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Cash Flows  Nine months ended June 30, 2007
 SubsidiaryNeenah
    
    Guarantors
    
    Eliminations
    
    ConsolidatedOperating activitiesNet loss
    
    $
    (14,469
    )
    
    $
    (7,275
    )
    
    $
    7,275
    
    
    $
    (14,469
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    6,934
    
    
    
    8,451
    
    
    
    
    
    
    
    15,385Amortization of deferred financing costs and
discount on notes
    
    
    670
    
    
    
    
    
    
    
    
    
    
    
    670Write-off of deferred financing costs and
discount on notes
    
    
    7,512
    
    
    
    
    
    
    
    
    
    
    
    7,512Changes in operating assets and liabilities
    
    
    (30,873
    )
    
    
    3,874
    
    
    
    
    
    
    
    (26,999
    )Net cash provided by (used in) operating activities
    
    
    (30,226
    )
    
    
    5,050
    
    
    
    7,275
    
    
    
    (17,901
    )Investing activitiesInvestments in and advances to subsidiaries
    
    
    950
    
    
    
    6,325
    
    
    
    (7,275
    )
    
    
    Purchase of property, plant and equipment
    
    
    (24,386
    )
    
    
    (8,929
    )
    
    
    
    
    
    
    (33,315
    )Net cash used in investing activities
    
    
    (23,436
    )
    
    
    (2,604
    )
    
    
    (7,275
    )
    
    
    (33,315
    )Financing activitiesNet change in revolver balance
    
    
    (5,790
    )
    
    
    
    
    
    
    
    
    
    
    (5,790
    )Proceeds from long-term debt
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    300,000Payments on long-term debt and capital lease
obligations
    
    
    (239,996
    )
    
    
    (145
    )
    
    
    
    
    
    
    (240,141
    )Debt issuance costs
    
    
    (3,763
    )
    
    
    
    
    
    
    
    
    
    
    (3,763
    )Net cash provided by (used in) financing activities
    
    
    50,451
    
    
    
    (145
    )
    
    
    
    
    
    
    50,306Increase (decrease) in cash
    
    
    (3,211
    )
    
    
    2,301
    
    
    
    
    
    
    
    (910
    )Cash at beginning of period
    
    
    2,433
    
    
    
    (1,523
    )
    
    
    
    
    
    
    910Cash at end of period
    
    $
    (778
    )
    
    $
    778
    
    
    $
    
    
    
    $
    
 23




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##### Table of Contents



Note 10  Segment Information
   Three months ended
    
    
    Nine months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues from external customers:Castings
    
    $
    141,328
    
    
    $
    116,328
    
    
    $
    332,659
    
    
    $
    321,841Forgings
    
    
    11,100
    
    
    
    8,548
    
    
    
    31,309
    
    
    
    28,011Other
    
    
    4,651
    
    
    
    4,365
    
    
    
    13,612
    
    
    
    13,065Elimination of intersegment revenues
    
    
    (2,757
    )
    
    
    (2,403
    )
    
    
    (7,375
    )
    
    
    (6,948
    )$
    154,322
    
    
    $
    126,838
    
    
    $
    370,205
    
    
    $
    355,969Net income (loss):Castings
    
    $
    2,315
    
    
    $
    2,549
    
    
    $
    (8,091
    )
    
    $
    (14,180
    )Forgings
    
    
    (110
    )
    
    
    (585
    )
    
    
    8
    
    
    
    (298
    )Other
    
    
    155
    
    
    
    (78
    )
    
    
    222
    
    
    
    (226
    )Elimination of intersegment loss
    
    
    15
    
    
    
    78
    
    
    
    176
    
    
    
    235$
    2,375
    
    
    $
    1,964
    
    
    $
    (7,685
    )
    
    $
    (14,469
    )
 June 30,
    
    
    September 30,2008
    
    
    2007Total assets:Castings
    
    $
    468,474
    
    
    $
    431,906Forgings
    
    
    23,445
    
    
    
    19,015Other
    
    
    9,005
    
    
    
    8,336Elimination of intersegment assets
    
    
    (17,781
    )
    
    
    (15,283
    )$
    483,143
    
    
    $
    443,974
 24




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##### Table of Contents



Managements Discussion and Analysis of Financial Condition and Results of Operations
 General
   Recent Developments
 Steel Scrap Cost Increases.
 New Mold Line.
 Increase of 2006 Credit Facility.
 Asset Purchase.
 Labor Agreement at Mercer.
 25




---



##### Table of Contents



Labor Agreement at Dalton.
 Order for Abatement at Gregg Facility.
 Cost Reduction Actions.
 Reverse Stock Split
 Refinancing Transactions. 1 2 1 2 1 2 1 2 1 2 1 2 1 2
 26




---



##### Table of Contents



Results of Operations
  Three months ended June 30, 2008 and 2007
 Net sales.
 Cost of sales.
 Gross profit.
 Selling, general and administrative expenses.
 Amortization of intangible assets.
 Operating income.
 Net interest expense.
 Income tax provision.
 Nine months ended June 30, 2008 and 2007
 Net sales.
 27




---



##### Table of Contents



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.
 28




---



##### Table of Contents



Liquidity and Capital Resources
 1 2 1 2
 2006 Credit Facility.
 1 2 1 2
   9 1 / 2 % Notes. 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2
 29




---



##### Table of Contents



12 1 / 2 % Notes. 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2 1 2
    Future Capital Needs.
 30




---



##### 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
    
    
    231.0
    
    
    
    30.8
    
    
    
    61.5
    
    
    
    61.5
    
    
    
    77.2Revolving line of credit
    
    
    66.5
    
    
    
    66.5
    
    
    
    
    
    
    
    
    
    
    
    Interest and fees on revolving line of credit
    
    
    3.3
    
    
    
    3.3
    
    
    
    
    
    
    
    
    
    
    
    Capital leases
    
    
    1.3
    
    
    
    0.2
    
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.3Operating leases
    
    
    5.2
    
    
    
    1.9
    
    
    
    2.3
    
    
    
    0.8
    
    
    
    0.2New mold line commitments
    
    
    8.7
    
    
    
    8.7
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    616.0
    
    
    $
    111.4
    
    
    $
    64.2
    
    
    $
    62.7
    
    
    $
    377.7
  Critical Accounting Estimates
  Accounting Changes
  31




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##### Table of Contents



Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Sensitivity. 1 2 1 2
 
 Controls and Procedures
 Disclosure Control and Procedures.
 Internal Control Over Financial Reporting.
 32




---



##### Table of Contents



NEENAH ENTERPRISES, INC.
NEENAH FOUNDRY COMPANY
 
 OTHER INFORMATION
 
 Legal Proceedings
   Fox River Cleanup Matter.
  
 Exhibits
   33




---



##### Table of Contents



NEENAH ENTERPRISES, INC.
NEENAH FOUNDRY COMPANYDATE: August 13, 2008
    /s/ Jeffrey S. JenkinsJeffrey S. JenkinsCorporate Vice President  Finance and Interim Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer) 34




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##### Table of Contents



Exhibit Index
to
Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2008
 Exhibit No.
    
    Description
    
    Incorporated Herein by Reference to
    
    Filed Herewith10.1
    
    Increase Notice dated July 17, 2008,
pursuant to Amended and Restated Loan
and Security Agreement, as amended
    
    Exhibit 10.1 to
Neenah Enterprises,
Inc.s Current
Report on Form 8-K
dated July 17, 200810.2
    
    Consulting Agreement  Gary LaChey
    
    Exhibit 10.1 to
Neenah Enterprises,
Inc.s Current
Report on Form 8-K
dated May 14, 200810.3
    
    Amended and Restated Employment
Agreement  Robert E. Ostendorf, Jr.
    
    Exhibit 10.2 to
Neenah Enterprises,
Inc.s Current
Report on Form 8-K
dated May 14, 200810.4
    
    Amended and Restated Employment
Agreement  John H. Andrews
    
    Exhibit 10.3 to
Neenah Enterprises,
Inc.s Current
Report on Form 8-K
dated May 14, 200810.5
    
    Employment Agreement  Jeffrey S. Jenkins
    
    Exhibit 10.4 to
Neenah Enterprises,
Inc.s Current
Report on Form 8-K
dated May 14, 200810.6
    
    Amended and Restated Employment
Agreement  Frank Headington
    
    
    
    X10.7
    
    Amended and Restated 2003 Severance and
Change of Control Plan
    
    Exhibit 10.5 to
Neenah Enterprises,
Inc.s Current
Report on Form 8-K
dated May 14, 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
 35