##### 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 March 31, 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
    
    Name of Registrant, State of Incorporation, Address of
    
    IRS EmployerFile No.
    
    Principal Executive Offices, and Telephone No.
    
    Identification No.000-52681
    
    Neenah Enterprises, Inc.
    
    25-1618281(a Delaware Corporation)2121 Brooks AvenueP.O. Box 729Neenah, WI 54957(920) 725-7000333-28751
    
    Neenah Foundry Company
    
    39-1580331(a Wisconsin Corporation)2121 Brooks AvenueP.O. Box 729Neenah, WI 54957(920) 725-7000
 þ o
  Neenah Enterprises, Inc.
    
    Neenah Foundry CompanyLarge accelerated filer
    
    
    
    Accelerated filer
    
    
    
    Non-accelerated filer
    
    X
    
    XSmaller reporting company
    
    
    
    
  Neenah Enterprises, Inc.
    
    Yes o No þNeenah Foundry Company
    
    Yes o No þ
 þ o
 Neenah Enterprises, Inc.
    
    As of April 30, 2008, Neenah Enterprises, Inc.
had 13,761,929 shares of common stock
outstanding.Neenah Foundry Company
    
    As of April 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 March 31, 2008 and
September 30, 2007
    
    
    4Condensed consolidated statements of operations  Neenah Enterprises, Inc. for the three
and six months ended March 31, 2008 and 2007
    
    
    5Condensed consolidated statements of cash flows  Neenah Enterprises, Inc. for the six
months ended March 31, 2008 and 2007
    
    
    6Notes to condensed consolidated financial statements  March 31, 2008
    
    
    7Neenah Foundry CompanyCondensed consolidated balance sheets  Neenah Foundry Company as of March 31, 2008 and
September 30, 2007
    
    
    11Condensed consolidated statements of operations  Neenah Foundry Company for the three
and six months ended March 31, 2008 and 2007
    
    
    12Condensed consolidated statements of cash flows  Neenah Foundry Company for the six
months ended March 31, 2008 and 2007
    
    
    13Notes to condensed consolidated financial statements  March 31, 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 4. Submission of Matters to a Vote of Security Holders
    
    
    33Item 6. Exhibits
    
    
    34Signatures
    
    
    35Form of Non-Qualified Stock Option AgreementForm of Directors Restricted Stock Unit AgreementAmended and Restated 2003 Severance and Change of Control Plan302 Certification of Chief Executive Officer302 Certification of Chief Financial Officer302 Certification of Chief Executive Officer302 Certification of Chief Financial OfficerSection 906 Certification of CEO and CFOSection 906 Certification of CEO and CFO
  3




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##### Table of Contents



NEENAH
ENTERPRISES, INC.
 
 . FINANCIAL INFORMATION
 
 Financial Statements
 
 
 March 31,
    
    
    September 30,2008
    
    
    2007(1)(Unaudited)AssetsCurrent assets:Cash
    
    $
    
    
    
    $
    Accounts receivable, net
    
    
    74,928
    
    
    
    81,085Inventories
    
    
    76,138
    
    
    
    64,196Deferred income taxes
    
    
    3,070
    
    
    
    3,070Refundable income taxes
    
    
    6,729
    
    
    
    6,501Other current assets
    
    
    5,987
    
    
    
    6,479Total current assets
    
    
    166,852
    
    
    
    161,331Property, plant and equipment
    
    
    207,167
    
    
    
    179,522Less accumulated depreciation
    
    
    55,922
    
    
    
    47,972151,245
    
    
    
    131,550Deferred financing costs, net
    
    
    3,228
    
    
    
    3,457Identifiable intangible assets, net
    
    
    51,389
    
    
    
    54,951Goodwill
    
    
    86,699
    
    
    
    86,699Other assets
    
    
    6,885
    
    
    
    5,986$
    466,298
    
    
    $
    443,974Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    35,114
    
    
    $
    27,764Accrued wages and employee benefits
    
    
    9,912
    
    
    
    13,139Accrued interest
    
    
    5,532
    
    
    
    5,449Accrued interest  related party
    
    
    2,344
    
    
    
    2,344Other accrued liabilities
    
    
    3,850
    
    
    
    4,763Current portion of long-term debt
    
    
    44,000
    
    
    
    17,152Current portion of capital lease obligations
    
    
    213
    
    
    
    213Total current liabilities
    
    
    100,965
    
    
    
    70,824Long-term debt
    
    
    225,000
    
    
    
    225,000Long-term debt  related party
    
    
    75,000
    
    
    
    75,000Capital lease obligations
    
    
    1,118
    
    
    
    1,222Deferred income taxes
    
    
    28,134
    
    
    
    28,134Postretirement benefit obligations
    
    
    5,347
    
    
    
    5,269Other liabilities
    
    
    10,211
    
    
    
    7,960Total liabilities
    
    
    445,775
    
    
    
    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, 13,761,929
and 13,672,764 issued and outstanding at
March 31, 2008 and September 30, 2007,
respectively
    
    
    138
    
    
    
    137Capital in excess of par value
    
    
    5,823
    
    
    
    5,686Retained earnings
    
    
    10,511
    
    
    
    20,571Accumulated other comprehensive income
    
    
    4,051
    
    
    
    4,171Total stockholders equity
    
    
    20,523
    
    
    
    30,565$
    466,298
    
    
    $
    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. 4




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##### Table of Contents



NEENAH ENTERPRISES, INC.
 
 
 Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    114,658
    
    
    $
    111,789
    
    
    $
    215,883
    
    
    $
    229,131Cost of sales
    
    
    105,822
    
    
    
    100,561
    
    
    
    193,514
    
    
    
    199,448Gross profit
    
    
    8,836
    
    
    
    11,228
    
    
    
    22,369
    
    
    
    29,683Selling, general and administrative expenses
    
    
    8,917
    
    
    
    8,987
    
    
    
    17,900
    
    
    
    17,429Restructuring costs
    
    
    
    
    
    
    
    
    
    
    1,227
    
    
    
    Amortization of intangible assets
    
    
    1,780
    
    
    
    1,780
    
    
    
    3,562
    
    
    
    3,560Gain on disposal of equipment
    
    
    (18
    )
    
    
    (25
    )
    
    
    (19
    )
    
    
    (64
    )Total operating expenses
    
    
    10,679
    
    
    
    10,742
    
    
    
    22,670
    
    
    
    20,925Operating income (loss)
    
    
    (1,843
    )
    
    
    486
    
    
    
    (301
    )
    
    
    8,758Interest expense
    
    
    (5,402
    )
    
    
    (4,688
    )
    
    
    (10,684
    )
    
    
    (12,911
    )Interest expense  related party
    
    
    (2,344
    )
    
    
    (2,344
    )
    
    
    (4,688
    )
    
    
    (2,344
    )Debt refinancing costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,429
    )Loss before income taxes
    
    
    (9,589
    )
    
    
    (6,546
    )
    
    
    (15,673
    )
    
    
    (26,926
    )Income tax benefit
    
    
    (3,308
    )
    
    
    (2,549
    )
    
    
    (5,613
    )
    
    
    (10,493
    )Net loss
    
    $
    (6,281
    )
    
    $
    (3,997
    )
    
    $
    (10,060
    )
    
    $
    (16,433
    )Loss per share:Basic and diluted
    
    $
    (0.46
    )
    
    $
    (0.43
    )
    
    $
    (0.74
    )
    
    $
    (1.75
    )Shares used in the computation of loss per share:Basic and diluted
    
    
    13,691
    
    
    
    9,395
    
    
    
    13,686
    
    
    
    9,395
  5




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##### Table of Contents



NEENAH ENTERPRISES, INC.
 
 
 Six Months EndedMarch 31,2008
    
    
    2007Operating activitiesNet loss
    
    $
    (10,060
    )
    
    $
    (16,433
    )Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Depreciation and amortization
    
    
    11,877
    
    
    
    10,223Amortization of deferred financing costs and discount on notes
    
    
    229
    
    
    
    595Write-off of deferred financing costs and discount on notes
    
    
    
    
    
    
    7,512Stock-based compensation
    
    
    134
    
    
    
    Changes in operating assets and liabilities
    
    
    (917
    )
    
    
    (11,501
    )Net cash provided by (used in) operating activities
    
    
    1,263
    
    
    
    (9,604
    )Investing activitiesPurchase of property, plant and equipment
    
    
    (28,010
    )
    
    
    (20,948
    )Net cash used in investing activities
    
    
    (28,010
    )
    
    
    (20,948
    )Financing activitiesNet change in revolver balance
    
    
    26,848
    
    
    
    (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
    
    
    (104
    )
    
    
    (164,975
    )Payments on long-term debt  related party
    
    
    
    
    
    
    (75,115
    )Proceeds from exercise of stock warrants
    
    
    3
    
    
    
    Debt issuance costs
    
    
    
    
    
    
    (3,526
    )Net cash provided by financing activities
    
    
    26,747
    
    
    
    31,789Increase in cash
    
    
    
    
    
    
    1,237Cash at beginning of period
    
    
    
    
    
    
    910Cash at end of period
    
    $
    
    
    
    $
    2,147
  6




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##### Table of Contents



NEENAH ENTERPRISES, INC.
 
 
 Note 1  Basis of Presentation
  Note 2  Inventories
  March 31,
    
    
    September 30,2008
    
    
    2007Raw materials
    
    $
    8,163
    
    
    $
    6,941Work in process and finished goods
    
    
    51,231
    
    
    
    41,407Supplies
    
    
    16,744
    
    
    
    15,848$
    76,138
    
    
    $
    64,196
 Note 3  Recent Accounting Pronouncements
    7




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##### Table of Contents



(in thousands, except per share data)
 Statement of Operations
    
    As Originally
    
    
    
    
    
    Effect ofThree Months Ended March 31, 2007
    
    Reported
    
    As Adjusted
    
    ChangeCost of sales
    
    $
    101,056
    
    
    $
    100,561
    
    
    $
    (495
    )Gross profit
    
    
    10,733
    
    
    
    11,228
    
    
    
    495Operating income (loss)
    
    
    (9
    )
    
    
    486
    
    
    
    495Loss before income taxes
    
    
    (7,041
    )
    
    
    (6,546
    )
    
    
    495Income tax benefit
    
    
    (2,742
    )
    
    
    (2,549
    )
    
    
    193Net loss
    
    
    (4,299
    )
    
    
    (3,997
    )
    
    
    302Loss per share:Basic
    
    
    (0.46
    )
    
    
    (0.43
    )
    
    
    0.03Diluted
    
    
    (0.46
    )
    
    
    (0.43
    )
    
    
    0.03
 Statement of Operations
    
    As Originally
    
    
    
    
    
    Effect ofSix Months Ended March 31, 2007
    
    Reported
    
    As Adjusted
    
    ChangeCost of sales
    
    $
    199,773
    
    
    $
    199,448
    
    
    $
    (325
    )Gross profit
    
    
    29,358
    
    
    
    29,683
    
    
    
    325Operating income
    
    
    8,433
    
    
    
    8,758
    
    
    
    325Loss before income taxes
    
    
    (27,251
    )
    
    
    (26,926
    )
    
    
    325Income tax benefit
    
    
    (10,620
    )
    
    
    (10,493
    )
    
    
    127Net loss
    
    
    (16,631
    )
    
    
    (16,433
    )
    
    
    198Loss per share:Basic
    
    
    (1.77
    )
    
    
    (1.75
    )
    
    
    0.02Diluted
    
    
    (1.77
    )
    
    
    (1.75
    )
    
    
    0.02
 Statement of Cash Flows
    
    As Originally
    
    
    
    
    
    Effect ofSix Months Ended March 31, 2007
    
    Reported
    
    As Adjusted
    
    ChangeNet loss
    
    $
    (16,631
    )
    
    $
    (16,433
    )
    
    $
    198Changes in operating assets and liabilities
    
    
    (11,303
    )
    
    
    (11,501
    )
    
    
    (198
    )
  8




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##### Table of Contents



Note 4  Comprehensive Loss
  Note 5  Employee Benefit Plans
 Components of Net Periodic Benefit Cost
  Pension Benefits
    
    
    Postretirement BenefitsThree months ended March 31,
    
    
    Three months ended March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    461
    
    
    $
    382
    
    
    $
    55
    
    
    $
    50Interest cost
    
    
    1,097
    
    
    
    788
    
    
    
    81
    
    
    
    75Expected return on plan assets
    
    
    (1,364
    )
    
    
    (939
    )
    
    
    
    
    
    
    Amortization of prior service cost (credit)
    
    
    5
    
    
    
    7
    
    
    
    (13
    )
    
    
    (13
    )Recognized net actuarial gain
    
    
    
    
    
    
    
    
    
    
    (53
    )
    
    
    (52
    )Net periodic benefit cost
    
    $
    199
    
    
    $
    238
    
    
    $
    70
    
    
    $
    60
 Pension Benefits
    
    
    Postretirement BenefitsSix months ended March 31,
    
    
    Six months ended March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    922
    
    
    $
    763
    
    
    $
    110
    
    
    $
    100Interest cost
    
    
    2,194
    
    
    
    1,576
    
    
    
    162
    
    
    
    150Expected return on plan assets
    
    
    (2,728
    )
    
    
    (1,878
    )
    
    
    
    
    
    
    Amortization of prior service cost (credit)
    
    
    9
    
    
    
    14
    
    
    
    (26
    )
    
    
    (26
    )Recognized net actuarial gain
    
    
    
    
    
    
    
    
    
    
    (106
    )
    
    
    (103
    )Net periodic benefit cost
    
    $
    397
    
    
    $
    475
    
    
    $
    140
    
    
    $
    121
 Employer Contributions
  Note 6  Refinancing Transactions
 1 2 1 2 1 2 1 2 1 2 1 2
  9




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Note 7  Cost Reduction Actions
  Note 8  Segment Information
   Three months ended
    
    
    Six months endedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues from external customers:Castings
    
    $
    101,318
    
    
    $
    99,936
    
    
    $
    191,331
    
    
    $
    205,513Forgings
    
    
    11,211
    
    
    
    9,397
    
    
    
    20,209
    
    
    
    19,463Other
    
    
    4,459
    
    
    
    5,276
    
    
    
    8,961
    
    
    
    8,700Elimination of intersegment revenues
    
    
    (2,330
    )
    
    
    (2,820
    )
    
    
    (4,618
    )
    
    
    (4,545
    )$
    114,658
    
    
    $
    111,789
    
    
    $
    215,883
    
    
    $
    229,131Net income (loss):Castings
    
    $
    (6,746
    )
    
    $
    (4,033
    )
    
    $
    (10,406
    )
    
    $
    (16,729
    )Forgings
    
    
    306
    
    
    
    (44
    )
    
    
    118
    
    
    
    287Other
    
    
    76
    
    
    
    (128
    )
    
    
    67
    
    
    
    (148
    )Elimination of intersegment loss
    
    
    83
    
    
    
    208
    
    
    
    161
    
    
    
    157$
    (6,281
    )
    
    $
    (3,997
    )
    
    $
    (10,060
    )
    
    $
    (16,433
    )
 March 31,
    
    
    September 30,2008
    
    
    2007Total assets:Castings
    
    $
    452,264
    
    
    $
    431,906Forgings
    
    
    21,801
    
    
    
    19,015Other
    
    
    9,034
    
    
    
    8,336Elimination of intersegment assets
    
    
    (16,801
    )
    
    
    (15,283
    )$
    466,298
    
    
    $
    443,974
 10




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##### Table of Contents



NEENAH
FOUNDRY COMPANY
 
 
 March 31,
    
    
    September 30,2008
    
    
    2007(1)(Unaudited)AssetsCurrent assets:Cash
    
    $
    
    
    
    $
    Accounts receivable, net
    
    
    74,928
    
    
    
    81,085Inventories
    
    
    76,138
    
    
    
    64,196Deferred income taxes
    
    
    3,070
    
    
    
    3,070Refundable income taxes
    
    
    6,729
    
    
    
    6,501Other current assets
    
    
    5,987
    
    
    
    6,479Total current assets
    
    
    166,852
    
    
    
    161,331Property, plant and equipment
    
    
    207,167
    
    
    
    179,522Less accumulated depreciation
    
    
    55,922
    
    
    
    47,972151,245
    
    
    
    131,550Deferred financing costs, net
    
    
    3,228
    
    
    
    3,457Identifiable intangible assets, net
    
    
    51,389
    
    
    
    54,951Goodwill
    
    
    86,699
    
    
    
    86,699Other assets
    
    
    6,885
    
    
    
    5,986$
    466,298
    
    
    $
    443,974Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    35,114
    
    
    $
    27,764Accrued wages and employee benefits
    
    
    9,912
    
    
    
    13,139Accrued interest
    
    
    5,532
    
    
    
    5,449Accrued interest  related party
    
    
    2,344
    
    
    
    2,344Other accrued liabilities
    
    
    4,107
    
    
    
    5,016Current portion of long-term debt
    
    
    44,000
    
    
    
    17,152Current portion of capital lease obligations
    
    
    213
    
    
    
    213Total current liabilities
    
    
    101,222
    
    
    
    71,077Long-term debt
    
    
    225,000
    
    
    
    225,000Long-term debt  related party
    
    
    75,000
    
    
    
    75,000Capital lease obligations
    
    
    1,118
    
    
    
    1,222Deferred income taxes
    
    
    28,134
    
    
    
    28,134Postretirement benefit obligations
    
    
    5,347
    
    
    
    5,269Other liabilities
    
    
    10,211
    
    
    
    7,960Total liabilities
    
    
    446,032
    
    
    
    413,662Commitments and contingenciesStockholders equity:Common stock
    
    
    100
    
    
    
    100Capital in excess of par value
    
    
    5,604
    
    
    
    5,470Retained earnings
    
    
    10,511
    
    
    
    20,571Accumulated other comprehensive income
    
    
    4,051
    
    
    
    4,171Total stockholders equity
    
    
    20,266
    
    
    
    30,312$
    466,298
    
    
    $
    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
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    114,658
    
    
    $
    111,789
    
    
    $
    215,883
    
    
    $
    229,131Cost of sales
    
    
    105,822
    
    
    
    100,561
    
    
    
    193,514
    
    
    
    199,448Gross profit
    
    
    8,836
    
    
    
    11,228
    
    
    
    22,369
    
    
    
    29,683Selling, general and administrative expenses
    
    
    8,917
    
    
    
    8,987
    
    
    
    17,900
    
    
    
    17,429Restructuring costs
    
    
    
    
    
    
    
    
    
    
    1,227
    
    
    
    Amortization of intangible assets
    
    
    1,780
    
    
    
    1,780
    
    
    
    3,562
    
    
    
    3,560Gain on disposal of equipment
    
    
    (18
    )
    
    
    (25
    )
    
    
    (19
    )
    
    
    (64
    )Total operating expenses
    
    
    10,679
    
    
    
    10,742
    
    
    
    22,670
    
    
    
    20,925Operating income (loss)
    
    
    (1,843
    )
    
    
    486
    
    
    
    (301
    )
    
    
    8,758Interest expense
    
    
    (5,402
    )
    
    
    (4,688
    )
    
    
    (10,684
    )
    
    
    (12,911
    )Interest expense  related party
    
    
    (2,344
    )
    
    
    (2,344
    )
    
    
    (4,688
    )
    
    
    (2,344
    )Debt refinancing costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,429
    )Loss before income taxes
    
    
    (9,589
    )
    
    
    (6,546
    )
    
    
    (15,673
    )
    
    
    (26,926
    )Income tax benefit
    
    
    (3,308
    )
    
    
    (2,549
    )
    
    
    (5,613
    )
    
    
    (10,493
    )Net loss
    
    $
    (6,281
    )
    
    $
    (3,997
    )
    
    $
    (10,060
    )
    
    $
    (16,433
    )
 
 See notes to condensed consolidated financial statements. 12




---



##### Table of Contents



NEENAH
FOUNDRY COMPANY
 
 
 Six Months EndedMarch 31,2008
    
    
    2007Operating activitiesNet loss
    
    $
    (10,060
    )
    
    $
    (16,433
    )Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Depreciation and amortization
    
    
    11,877
    
    
    
    10,223Amortization of deferred financing costs and discount on notes
    
    
    229
    
    
    
    595Write-off of deferred financing costs and discount on notes
    
    
    
    
    
    
    7,512Stock-based compensation
    
    
    134
    
    
    
    Changes in operating assets and liabilities
    
    
    (914
    )
    
    
    (11,501
    )Net cash provided by (used in) operating activities
    
    
    1,266
    
    
    
    (9,604
    )Investing activitiesPurchase of property, plant and equipment
    
    
    (28,010
    )
    
    
    (20,948
    )Net cash used in investing activities
    
    
    (28,010
    )
    
    
    (20,948
    )Financing activitiesNet change in revolver balance
    
    
    26,848
    
    
    
    (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
    
    
    (104
    )
    
    
    (164,975
    )Payments on long-term debt  related party
    
    
    
    
    
    
    (75,115
    )Debt issuance costs
    
    
    
    
    
    
    (3,526
    )Net cash provided by financing activities
    
    
    26,744
    
    
    
    31,789Increase in cash
    
    
    
    
    
    
    1,237Cash at beginning of period
    
    
    
    
    
    
    910Cash at end of period
    
    $
    
    
    
    $
    2,147
 
 See notes to condensed consolidated financial statements. 13




---



##### Table of Contents



NEENAH
FOUNDRY COMPANY
 
 
 Note 1  Basis of Presentation
  Note 2  Inventories
  March 31,
    
    
    September 30,2008
    
    
    2007Raw materials
    
    $
    8,163
    
    
    $
    6,941Work in process and finished goods
    
    
    51,231
    
    
    
    41,407Supplies
    
    
    16,744
    
    
    
    15,848$
    76,138
    
    
    $
    64,196
 Note 3  Recent Accounting Pronouncements
    14




---



##### Table of Contents



(in thousands)
 Statement of Operations
    
    As Originally
    
    
    
    
    
    Effect ofThree Months Ended March 31, 2007
    
    Reported
    
    As Adjusted
    
    ChangeCost of sales
    
    $
    101,056
    
    
    $
    100,561
    
    
    $
    (495
    )Gross profit
    
    
    10,733
    
    
    
    11,228
    
    
    
    495Operating loss
    
    
    (9
    )
    
    
    486
    
    
    
    495Loss before income taxes
    
    
    (7,041
    )
    
    
    (6,546
    )
    
    
    495Income tax benefit
    
    
    (2,742
    )
    
    
    (2,549
    )
    
    
    193Net loss
    
    
    (4,299
    )
    
    
    (3,997
    )
    
    
    302
 Statement of Operations
    
    As Originally
    
    
    
    
    
    Effect ofSix Months Ended March 31, 2007
    
    Reported
    
    As Adjusted
    
    ChangeCost of sales
    
    $
    199,773
    
    
    $
    199,448
    
    
    $
    (325
    )Gross profit
    
    
    29,358
    
    
    
    29,683
    
    
    
    325Operating income
    
    
    8,433
    
    
    
    8,758
    
    
    
    325Loss before income taxes
    
    
    (27,251
    )
    
    
    (26,926
    )
    
    
    325Income tax benefit
    
    
    (10,620
    )
    
    
    (10,493
    )
    
    
    127Net loss
    
    
    (16,631
    )
    
    
    (16,433
    )
    
    
    198
 Statement of Cash Flows
    
    As Originally
    
    
    
    
    
    Effect ofSix Months Ended March 31, 2007
    
    Reported
    
    As Adjusted
    
    ChangeNet loss
    
    $
    (16,631
    )
    
    $
    (16,433
    )
    
    $
    198Changes in operating assets and liabilities
    
    
    (11,303
    )
    
    
    (11,501
    )
    
    
    (198
    )
  15




---



##### Table of Contents



Note 4  Comprehensive Loss
  Note 5  Employee Benefit Plans
 Components of Net Periodic Benefit Cost
  Pension Benefits
    
    
    Postretirement BenefitsThree months ended March 31,
    
    
    Three months ended March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    461
    
    
    $
    382
    
    
    $
    55
    
    
    $
    50Interest cost
    
    
    1,097
    
    
    
    788
    
    
    
    81
    
    
    
    75Expected return on plan assets
    
    
    (1,364
    )
    
    
    (939
    )
    
    
    
    
    
    
    Amortization of prior service cost (credit)
    
    
    5
    
    
    
    7
    
    
    
    (13
    )
    
    
    (13
    )Recognized net actuarial gain
    
    
    
    
    
    
    
    
    
    
    (53
    )
    
    
    (52
    )Net periodic benefit cost
    
    $
    199
    
    
    $
    238
    
    
    $
    70
    
    
    $
    60
 Pension Benefits
    
    
    Postretirement BenefitsSix months ended March 31,
    
    
    Six months ended March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    922
    
    
    $
    763
    
    
    $
    110
    
    
    $
    100Interest cost
    
    
    2,194
    
    
    
    1,576
    
    
    
    162
    
    
    
    150Expected return on plan assets
    
    
    (2,728
    )
    
    
    (1,878
    )
    
    
    
    
    
    
    Amortization of prior service cost (credit)
    
    
    9
    
    
    
    14
    
    
    
    (26
    )
    
    
    (26
    )Recognized net actuarial gain
    
    
    
    
    
    
    
    
    
    
    (106
    )
    
    
    (103
    )Net periodic benefit cost
    
    $
    397
    
    
    $
    475
    
    
    $
    140
    
    
    $
    121
 Employer Contributions
  Note 6  Refinancing Transactions
 1 2 1 2 1 2 1 2 1 2 1 2
  16




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##### Table of Contents



Note 7  Cost Reduction Actions
  17




---



##### Table of Contents



Note 8  Subsidiary Guarantors
 1 2 1 2
 Condensed Consolidating Balance Sheet
March 31, 2008
 SubsidiaryNeenah
    
    Guarantors
    
    Eliminations
    
    ConsolidatedAssetsCurrent assets:Cash
    
    $
    48
    
    
    $
    (48
    )
    
    $
    
    
    
    $
    Accounts receivable, net
    
    
    29,275
    
    
    
    45,653
    
    
    
    
    
    
    
    74,928Inventories
    
    
    29,612
    
    
    
    46,526
    
    
    
    
    
    
    
    76,138Deferred income taxes
    
    
    (409
    )
    
    
    3,479
    
    
    
    
    
    
    
    3,070Refundable income taxes
    
    
    6,729
    
    
    
    
    
    
    
    
    
    
    
    6,729Other current assets
    
    
    3,380
    
    
    
    2,607
    
    
    
    
    
    
    
    5,987Total current assets
    
    
    68,635
    
    
    
    98,217
    
    
    
    
    
    
    
    166,852Investments in and advances to subsidiaries
    
    
    128,662
    
    
    
    
    
    
    
    (128,662
    )
    
    
    Property, plant and equipment, net
    
    
    90,133
    
    
    
    61,112
    
    
    
    
    
    
    
    151,245Deferred financing costs and intangible assets, net
    
    
    40,509
    
    
    
    14,108
    
    
    
    
    
    
    
    54,617Goodwill
    
    
    86,699
    
    
    
    
    
    
    
    
    
    
    
    86,699Other assets
    
    
    2,588
    
    
    
    4,297
    
    
    
    
    
    
    
    6,885$
    417,226
    
    
    $
    177,734
    
    
    $
    (128,662
    )
    
    $
    466,298Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    8,990
    
    
    $
    26,124
    
    
    $
    
    
    
    $
    35,114Net intercompany payable
    
    
    
    
    
    
    126,688
    
    
    
    (126,688
    )
    
    
    Accrued liabilities
    
    
    14,335
    
    
    
    7,560
    
    
    
    
    
    
    
    21,895Current portion of long-term debt
    
    
    44,000
    
    
    
    213
    
    
    
    
    
    
    
    44,213Total current liabilities
    
    
    67,325
    
    
    
    160,585
    
    
    
    (126,688
    )
    
    
    101,222Long-term debt and capital lease obligations
    
    
    300,000
    
    
    
    1,118
    
    
    
    
    
    
    
    301,118Deferred income taxes
    
    
    18,663
    
    
    
    9,471
    
    
    
    
    
    
    
    28,134Postretirement benefit obligations
    
    
    5,347
    
    
    
    
    
    
    
    
    
    
    
    5,347Other liabilities
    
    
    5,625
    
    
    
    4,586
    
    
    
    
    
    
    
    10,211Stockholders equity
    
    
    20,266
    
    
    
    1,974
    
    
    
    (1,974
    )
    
    
    20,266$
    417,226
    
    
    $
    177,734
    
    
    $
    (128,662
    )
    
    $
    466,298
 18




---



##### Table of Contents



Note 8  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 8  Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Operations
Three months ended March 31, 2008
 SubsidiaryNeenah
    
    Guarantors
    
    Eliminations
    
    ConsolidatedNet sales
    
    $
    44,930
    
    
    $
    71,151
    
    
    $
    (1,423
    )
    
    $
    114,658Cost of sales
    
    
    40,037
    
    
    
    67,208
    
    
    
    (1,423
    )
    
    
    105,822Gross profit
    
    
    4,893
    
    
    
    3,943
    
    
    
    
    
    
    
    8,836Selling, general and administrative expenses
    
    
    4,731
    
    
    
    4,186
    
    
    
    
    
    
    
    8,917Amortization of intangible assets
    
    
    1,426
    
    
    
    354
    
    
    
    
    
    
    
    1,780Gain on disposal of equipment
    
    
    (2
    )
    
    
    (16
    )
    
    
    
    
    
    
    (18
    )Operating loss
    
    
    (1,262
    )
    
    
    (581
    )
    
    
    
    
    
    
    (1,843
    )Net interest expense
    
    
    (3,532
    )
    
    
    (4,214
    )
    
    
    
    
    
    
    (7,746
    )Loss before income taxes and equity in loss
of subsidiaries
    
    
    (4,794
    )
    
    
    (4,795
    )
    
    
    
    
    
    
    (9,589
    )Income tax benefit
    
    
    (1,681
    )
    
    
    (1,627
    )
    
    
    
    
    
    
    (3,308
    )(3,113
    )
    
    
    (3,168
    )
    
    
    
    
    
    
    (6,281
    )Equity in loss of subsidiaries
    
    
    (3,168
    )
    
    
    
    
    
    
    3,168
    
    
    
    Net loss
    
    $
    (6,281
    )
    
    $
    (3,168
    )
    
    $
    3,168
    
    
    $
    (6,281
    )
 Condensed Consolidating Statement of Operations
Three months ended March 31, 2007
 SubsidiaryNeenah
    
    Guarantors
    
    Eliminations
    
    ConsolidatedNet sales
    
    $
    44,841
    
    
    $
    68,338
    
    
    $
    (1,390
    )
    
    $
    111,789Cost of sales
    
    
    37,988
    
    
    
    63,963
    
    
    
    (1,390
    )
    
    
    100,561Gross profit
    
    
    6,853
    
    
    
    4,375
    
    
    
    
    
    
    
    11,228Selling, general and administrative expenses
    
    
    4,400
    
    
    
    4,587
    
    
    
    
    
    
    
    8,987Amortization of intangible assets
    
    
    1,426
    
    
    
    354
    
    
    
    
    
    
    
    1,780Gain on disposal of equipment
    
    
    (6
    )
    
    
    (19
    )
    
    
    
    
    
    
    (25
    )Operating income (loss)
    
    
    1,033
    
    
    
    (547
    )
    
    
    
    
    
    
    486Net interest expense
    
    
    (2,920
    )
    
    
    (4,112
    )
    
    
    
    
    
    
    (7,032
    )Loss before income taxes and equity in loss
of subsidiaries
    
    
    (1,887
    )
    
    
    (4,659
    )
    
    
    
    
    
    
    (6,546
    )Income tax benefit
    
    
    (734
    )
    
    
    (1,815
    )
    
    
    
    
    
    
    (2,549
    )(1,153
    )
    
    
    (2,844
    )
    
    
    
    
    
    
    (3,997
    )Equity in loss of subsidiaries
    
    
    (2,844
    )
    
    
    
    
    
    
    2,844
    
    
    
    Net loss
    
    $
    (3,997
    )
    
    $
    (2,844
    )
    
    $
    2,844
    
    
    $
    (3,997
    )
 20




---



##### Table of Contents



Note 8  Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Operations
Six months ended March 31, 2008
 SubsidiaryNeenah
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    90,233
    
    
    $
    128,508
    
    
    $
    (2,858
    )
    
    $
    215,883Cost of sales
    
    
    76,317
    
    
    
    120,055
    
    
    
    (2,858
    )
    
    
    193,514Gross profit
    
    
    13,916
    
    
    
    8,453
    
    
    
    
    
    
    
    22,369Selling, general and administrative expenses
    
    
    9,747
    
    
    
    8,153
    
    
    
    
    
    
    
    17,900Restructuring costs
    
    
    885
    
    
    
    342
    
    
    
    
    
    
    
    1,227Amortization of intangible assets
    
    
    2,853
    
    
    
    709
    
    
    
    
    
    
    
    3,562Gain on disposal of equipment
    
    
    (2
    )
    
    
    (17
    )
    
    
    
    
    
    
    (19
    )Operating income (loss)
    
    
    433
    
    
    
    (734
    )
    
    
    
    
    
    
    (301
    )Net interest expense
    
    
    (6,931
    )
    
    
    (8,441
    )
    
    
    
    
    
    
    (15,372
    )Loss before income taxes and equity in loss
of subsidiaries
    
    
    (6,498
    )
    
    
    (9,175
    )
    
    
    
    
    
    
    (15,673
    )Income tax benefit
    
    
    (2,327
    )
    
    
    (3,286
    )
    
    
    
    
    
    
    (5,613
    )(4,171
    )
    
    
    (5,889
    )
    
    
    
    
    
    
    (10,060
    )Equity in loss of subsidiaries
    
    
    (5,889
    )
    
    
    
    
    
    
    5,889
    
    
    
    Net loss
    
    $
    (10,060
    )
    
    $
    (5,889
    )
    
    $
    5,889
    
    
    $
    (10,060
    )
 Condensed Consolidating Statement of Operations
Six months ended March 31, 2007
 SubsidiaryNeenah
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    100,014
    
    
    $
    132,124
    
    
    $
    (3,007
    )
    
    $
    229,131Cost of sales
    
    
    79,116
    
    
    
    123,339
    
    
    
    (3,007
    )
    
    
    199,448Gross profit
    
    
    20,898
    
    
    
    8,785
    
    
    
    
    
    
    
    29,683Selling, general and administrative expenses
    
    
    8,621
    
    
    
    8,808
    
    
    
    
    
    
    
    17,429Amortization of intangible assets
    
    
    2,852
    
    
    
    708
    
    
    
    
    
    
    
    3,560Gain on disposal of equipment
    
    
    (11
    )
    
    
    (53
    )
    
    
    
    
    
    
    (64
    )Operating income (loss)
    
    
    9,436
    
    
    
    (678
    )
    
    
    
    
    
    
    8,758Net interest expense
    
    
    (7,027
    )
    
    
    (8,228
    )
    
    
    
    
    
    
    (15,255
    )Debt refinancing costs
    
    
    (20,429
    )
    
    
    
    
    
    
    
    
    
    
    (20,429
    )Loss before income taxes and equity in loss
of subsidiaries
    
    
    (18,020
    )
    
    
    (8,906
    )
    
    
    
    
    
    
    (26,926
    )Income tax benefit
    
    
    (7,023
    )
    
    
    (3,470
    )
    
    
    
    
    
    
    (10,493
    )(10,997
    )
    
    
    (5,436
    )
    
    
    
    
    
    
    (16,433
    )Equity in loss of subsidiaries
    
    
    (5,436
    )
    
    
    
    
    
    
    5,436
    
    
    
    Net loss
    
    $
    (16,433
    )
    
    $
    (5,436
    )
    
    $
    5,436
    
    
    $
    (16,433
    )
 21




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##### Table of Contents



Note 8  Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Cash Flows
Six months ended March 31, 2008
 SubsidiaryNeenah
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedOperating activitiesNet loss
    
    $
    (10,060
    )
    
    $
    (5,889
    )
    
    $
    5,889
    
    
    $
    (10,060
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    5,523
    
    
    
    6,354
    
    
    
    
    
    
    
    11,877Amortization of deferred financing costs and
discount on notes
    
    
    229
    
    
    
    
    
    
    
    
    
    
    
    229Stock-based compensation
    
    
    134
    
    
    
    
    
    
    
    
    
    
    
    134Changes in operating assets and liabilities
    
    
    873
    
    
    
    (1,787
    )
    
    
    
    
    
    
    (914
    )Net cash provided by (used in) operating activities
    
    
    (3,301
    )
    
    
    (1,322
    )
    
    
    5,889
    
    
    
    1,266Investing activitiesInvestments in and advances to subsidiaries
    
    
    (5,348
    )
    
    
    11,237
    
    
    
    (5,889
    )
    
    
    Purchase of property, plant and equipment
    
    
    (19,120
    )
    
    
    (8,890
    )
    
    
    
    
    
    
    (28,010
    )Net cash provided by (used in) investing activities
    
    
    (24,468
    )
    
    
    2,347
    
    
    
    (5,889
    )
    
    
    (28,010
    )Financing activitiesNet change in revolver balance
    
    
    26,848
    
    
    
    
    
    
    
    
    
    
    
    26,848Payments on long-term debt and capital lease
obligations
    
    
    
    
    
    
    (104
    )
    
    
    
    
    
    
    (104
    )Net cash provided by (used in) financing activities
    
    
    26,848
    
    
    
    (104
    )
    
    
    
    
    
    
    26,744Increase (decrease) in cash
    
    
    (921
    )
    
    
    921
    
    
    
    
    
    
    
    Cash at beginning of period
    
    
    969
    
    
    
    (969
    )
    
    
    
    
    
    
    Cash at end of period
    
    $
    48
    
    
    $
    (48
    )
    
    $
    
    
    
    $
    
 22




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##### Table of Contents



Note 8  Subsidiary Guarantors (continued)
 Condensed Consolidating Statement of Cash Flows
Six months ended March 31, 2007
 SubsidiaryNeenah
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedOperating activitiesNet loss
    
    $
    (16,433
    )
    
    $
    (5,436
    )
    
    $
    5,436
    
    
    $
    (16,433
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    4,622
    
    
    
    5,601
    
    
    
    
    
    
    
    10,223Amortization of deferred financing costs and
discount on notes
    
    
    595
    
    
    
    
    
    
    
    
    
    
    
    595Write-off of deferred financing costs and
discount on notes
    
    
    7,512
    
    
    
    
    
    
    
    
    
    
    
    7,512Changes in operating assets and liabilities
    
    
    (15,357
    )
    
    
    3,856
    
    
    
    
    
    
    
    (11,501
    )Net cash provided by (used in) operating activities
    
    
    (19,061
    )
    
    
    4,021
    
    
    
    5,436
    
    
    
    (9,604
    )Investing activitiesInvestments in and advances to subsidiaries
    
    
    3,169
    
    
    
    2,267
    
    
    
    (5,436
    )
    
    
    Purchase of property, plant and equipment
    
    
    (14,183
    )
    
    
    (6,765
    )
    
    
    
    
    
    
    (20,948
    )Net cash used in investing activities
    
    
    (11,014
    )
    
    
    (4,498
    )
    
    
    (5,436
    )
    
    
    (20,948
    )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
    
    
    (239,996
    )
    
    
    (94
    )
    
    
    
    
    
    
    (240,090
    )Debt issuance costs
    
    
    (3,526
    )
    
    
    
    
    
    
    
    
    
    
    (3,526
    )Net cash provided by (used in) financing activities
    
    
    31,883
    
    
    
    (94
    )
    
    
    
    
    
    
    31,789Increase in cash
    
    
    1,808
    
    
    
    (571
    )
    
    
    
    
    
    
    1,237Cash at beginning of period
    
    
    2,433
    
    
    
    (1,523
    )
    
    
    
    
    
    
    910Cash at end of period
    
    $
    4,241
    
    
    $
    (2,094
    )
    
    $
    
    
    
    $
    2,147
 23




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##### Table of Contents



Note 9  Segment Information
   Three months ended
    
    
    Six months endedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues from external customers:Castings
    
    $
    101,318
    
    
    $
    99,936
    
    
    $
    191,331
    
    
    $
    205,513Forgings
    
    
    11,211
    
    
    
    9,397
    
    
    
    20,209
    
    
    
    19,463Other
    
    
    4,459
    
    
    
    5,276
    
    
    
    8,961
    
    
    
    8,700Elimination of intersegment revenues
    
    
    (2,330
    )
    
    
    (2,820
    )
    
    
    (4,618
    )
    
    
    (4,545
    )$
    114,658
    
    
    $
    111,789
    
    
    $
    215,883
    
    
    $
    229,131Net income (loss):Castings
    
    $
    (6,746
    )
    
    $
    (4,033
    )
    
    $
    (10,406
    )
    
    $
    (16,729
    )Forgings
    
    
    306
    
    
    
    (44
    )
    
    
    118
    
    
    
    287Other
    
    
    76
    
    
    
    (128
    )
    
    
    67
    
    
    
    (148
    )Elimination of intersegment loss
    
    
    83
    
    
    
    208
    
    
    
    161
    
    
    
    157$
    (6,281
    )
    
    $
    (3,997
    )
    
    $
    (10,060
    )
    
    $
    (16,433
    )
 March 31,
    
    
    September 30,2008
    
    
    2007Total assets:Castings
    
    $
    452,264
    
    
    $
    431,906Forgings
    
    
    21,801
    
    
    
    19,015Other
    
    
    9,034
    
    
    
    8,336Elimination of intersegment assets
    
    
    (16,801
    )
    
    
    (15,283
    )$
    466,298
    
    
    $
    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.
 Labor Agreement at Dalton.
 Order for Abatement at Gregg Facility.
 Cost Reduction Actions.
 25




---



##### Table of Contents



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 March 31, 2008 and 2007
 Net sales.
 Cost of sales.
 Gross profit.
 Selling, general and administrative expenses.
 Amortization of intangible assets.
 Operating income (loss).
 Net interest expense.
 Income tax provision.
 Six months ended March 31, 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 (loss).
 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
    
    
    246.3
    
    
    
    30.8
    
    
    
    61.5
    
    
    
    61.5
    
    
    
    92.5Revolving line of credit
    
    
    44.0
    
    
    
    44.0
    
    
    
    
    
    
    
    
    
    
    
    Interest and fees on revolving line of credit
    
    
    2.2
    
    
    
    2.2
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    10.6
    
    
    
    10.6
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    609.6
    
    
    $
    89.7
    
    
    $
    64.2
    
    
    $
    62.7
    
    
    $
    393.0
  Critical Accounting Estimates
  Accounting Changes
  31




---



##### 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.
  
 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
  33




---



##### Table of Contents



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
 Proposal 4: The approval of the Neenah Enterprises, Inc. Management Equity Incentive Plan.
  For
    
    12,254,850Against
    
    11,500Abstentions
    
    Broker Non-Votes
    
    951,172
 
 Exhibits
   34




---



##### Table of Contents



NEENAH ENTERPRISES, INC.
NEENAH FOUNDRY COMPANYDATE: May 13, 2008
    /s/ Gary W. LaCheyGary W. LaCheyCorporate Vice President  Finance and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer) 35




---



##### Table of Contents



Exhibit Index
to
Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 2008
 Exhibit No.
    
    Description
    
    Incorporated Herein 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,
200810.2
    
    Form of
Non-Qualified Stock
Option Agreement
under the Neenah
Enterprises, Inc.
Management Equity
Incentive Plan
    
    
    
    X10.3
    
    Form of Directors
Restricted Stock
Unit Agreement
under the Neenah
Enterprises, Inc.
Management Equity
Incentive Plan
    
    
    
    X10.4
    
    Neenah Foundry
Company Amended and
Restated 2003
Severance and
Change of Control
Plan
    
    
    
    X31.1
    
    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