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Table of Contents

 

 

 

FORM 10-Q

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

(Mark One)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended March 31, 2012

 

 

 

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 number:  1-13923

 

WAUSAU PAPER CORP.

(Exact name of registrant as specified in charter)

 

WISCONSIN

 

39-0690900

(State of incorporation)

 

(I.R.S. Employer Identification Number)

 

100 Paper Place

Mosinee, Wisconsin  54455-9099

(Address of principal executive office)

 

Registrant’s telephone number, including area code:  715-693-4470

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer £

 

Accelerated filer T

 

 

 

Non-accelerated filer £

 

Smaller reporting company £

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2) of the Exchange Act). Yes o No x

 

The number of common shares outstanding at April 30, 2012 was 49,308,362.

 

 

 



Table of Contents

 

WAUSAU PAPER CORP.

 

AND SUBSIDIARIES

 

INDEX

 

 

 

 

Page No.

PART I.

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements Condensed Consolidated Statements of Comprehensive Income, Three Months Ended March 31, 2012 (unaudited) and March 31, 2011 (unaudited)

1

 

 

 

 

Condensed Consolidated Balance Sheets, March 31, 2012 (unaudited) and December 31, 2011 (derived from audited financial statements)

2

 

 

 

 

Condensed Consolidated Statements of Cash Flows, Three Months Ended March 31, 2012 (unaudited) and March 31, 2011 (unaudited)

3

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

4-12

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

13-20

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

21

 

 

 

Item 4.

Controls and Procedures

21

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

Item 1A.

Risk Factors

21

 

 

 

Item 6.

Exhibits

21

 

i



Table of Contents

 

PART I.  FINANCIAL INFORMATION

 

Item 1.                                 Financial Statements

 

Wausau Paper Corp. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

(all amounts in thousands, except per share data)

 

2012

 

2011

 

 

 

 

 

 

 

Net sales

 

$

216,182

 

$

191,697

 

Cost of sales

 

189,682

 

170,964

 

Gross profit

 

26,500

 

20,733

 

 

 

 

 

 

 

Selling and administrative

 

23,184

 

19,246

 

Operating profit

 

3,316

 

1,487

 

 

 

 

 

 

 

Interest expense

 

(866

)

(1,781

)

Other expense, net

 

(4

)

(5

)

Earnings (loss) from continuing operations before income taxes

 

2,446

 

(299

)

 

 

 

 

 

 

Provision (credit) for income taxes

 

906

 

(105

)

Earnings (loss) from continuing operations

 

1,540

 

(194

)

 

 

 

 

 

 

Earnings (loss) from discontinued operations, net of taxes

 

8,218

 

(1,197

)

 

 

 

 

 

 

Net earnings (loss)

 

$

9,758

 

$

(1,391

)

 

 

 

 

 

 

Net earnings (loss) per share — basic and diluted:

 

 

 

 

 

Continuing operations

 

$

0.03

 

$

0.00

 

Discontinued operations

 

0.17

 

(0.02

)

Net earnings (loss)

 

$

0.20

 

$

(0.03

)

 

 

 

 

 

 

Weighted average shares outstanding — basic

 

49,295

 

49,130

 

Weighted average shares outstanding — diluted

 

49,519

 

49,130

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

Retirement and other post-retirement plans, net of taxes

 

$

973

 

$

(2,342

)

Other comprehensive income (loss)

 

973

 

(2,342

)

Comprehensive income (loss)

 

$

10,731

 

$

(3,733

)

 

See Notes to Condensed Consolidated Financial Statements.

 

1



Table of Contents

 

Wausau Paper Corp. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

December 31,

 

 

 

 

 

2011

 

 

 

March 31,

 

(derived from

 

 

 

2012

 

audited financial

 

(all dollar amounts in thousands)

 

(unaudited)

 

statements)

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

9,871

 

$

26,661

 

Receivables, net

 

84,325

 

87,918

 

Inventories

 

44,415

 

80,525

 

Spare parts

 

26,250

 

26,532

 

Other current assets

 

4,702

 

4,698

 

Assets of discontinued operations - current

 

16,782

 

 

Total current assets

 

186,345

 

226,334

 

Property, plant, and equipment — net

 

389,322

 

369,836

 

Deferred income taxes

 

24,324

 

32,607

 

Other assets

 

49,838

 

50,053

 

Assets of discontinued operations — long-term

 

10,719

 

 

 

 

 

 

 

 

Total Assets

 

$

660,548

 

$

678,830

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

55,051

 

$

77,925

 

Accrued and other liabilities

 

70,930

 

77,370

 

Liabilities of discontinued operations - current

 

2,819

 

 

Total current liabilities

 

128,800

 

155,295

 

Long-term debt

 

122,000

 

127,650

 

Post-retirement benefits

 

97,962

 

97,421

 

Pension

 

76,568

 

77,824

 

Other noncurrent liabilities

 

27,608

 

24,396

 

Total liabilities

 

452,938

 

482,586

 

Stockholders’ equity

 

207,610

 

196,244

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$

660,548

 

$

678,830

 

 

See Notes to Condensed Consolidated Financial Statements.

 

2



Table of Contents

 

Wausau Paper Corp. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

(all dollar amounts in thousands)

 

2012

 

2011

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

18,327

 

$

(9,011

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures

 

(48,724

)

(13,987

)

Grants received for capital expenditures

 

236

 

400

 

Proceeds from sale of business

 

20,500

 

 

Proceeds from sale of assets

 

 

26

 

 

 

 

 

 

 

Net cash used in investing activities

 

(27,988

)

(13,561

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Net (payments) issuances of commercial paper

 

(5,650

)

9,735

 

Borrowings under credit agreements

 

3,000

 

13,500

 

Payments under credit agreements

 

(3,000

)

 

Dividends paid

 

(1,479

)

(1,480

)

 

 

 

 

 

 

Net cash (used in) provided by financing activities

 

(7,129

)

21,755

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(16,790

)

(817

)

Cash and cash equivalents, beginning of period

 

26,661

 

2,003

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

9,871

 

$

1,186

 

 

See Notes to Condensed Consolidated Financial Statements.

 

3



Table of Contents

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

 

Note 1.                                  Basis of Presentation

 

The condensed consolidated financial statements include the results of Wausau Paper Corp. and our consolidated subsidiaries.  All significant intercompany transactions have been eliminated.  The accompanying condensed consolidated financial statements, in the opinion of management, reflect all adjustments, which are normal and recurring in nature and which are necessary for a fair statement of the results for the periods presented.  Results for the interim period are not necessarily indicative of future results.  In all regards, the financial statements have been presented in accordance with accounting principles generally accepted in the United States of America.  Refer to the notes to consolidated financial statements, which appear in the Annual Report on Form 10-K for the year ended December 31, 2011, for our accounting policies and other disclosures, which are pertinent to these statements.

 

The results of operations of the Paper segment’s Brokaw, Wisconsin paper mill have been reported as discontinued operations in the Condensed Consolidated Statements of Comprehensive Income for all periods presented.  The corresponding assets and liabilities of the discontinued operation in the Condensed Consolidated Balance Sheets have been reclassified at March 31, 2012 in accordance with the authoritative literature on assets held for sale and discontinued operations.  The assets and liabilities of the discontinued operation were not retroactively reclassified in the December 31, 2011, Condensed Consolidated Balance Sheet, and as a result, the balances are not comparable between periods.  Also, in accordance with the authoritative literature, we have elected to not separately disclose the cash flows related to the discontinued operation.  See Note 3 for further information regarding discontinued operations.

 

Note 2.                                  New Accounting Pronouncements

 

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-05, “Presentation of Comprehensive Income” (“ASU 2011-05”), which amends Accounting Standards Codification (“ASC”) 220, “Comprehensive Income”. This guidance requires the presentation of total comprehensive income, total net income and the components of net income and comprehensive income either in a single continuous statement or in two separate but consecutive statements. The requirements do not change how earnings per share is calculated or presented. We adopted ASU 2011-05 in the first quarter of 2012, and have presented comprehensive income in our Condensed Consolidated Statements of Comprehensive Income.

 

Note 3.                                  Discontinued Operations and Other

 

In December 2011, we announced that our Board of Directors had approved the sale of our premium Print & Color brands, and the closure of our Brokaw, Wisconsin paper mill.  The sale of the premium Print & Color brands, select paper inventory, and certain manufacturing equipment to Neenah Paper, Inc. closed on January 31, 2012.  We permanently ceased papermaking operations at the mill on February 10, 2012.  At March 31, 2012, we have determined that the assets of the Brokaw mill, which are part of our Paper segment, meet the criteria for held for sale classification, and are reported as discontinued operations in accordance with FASB ASC Subtopic

 

4



Table of Contents

 

205-20, “Discontinued Operations.”  We expect to complete the disposal of the Brokaw mill assets within the next year.  In addition, at March 31, 2012, we have evaluated the recoverability of the carrying amount of the long-lived assets of the discontinued operation.  As part of the evaluation, we have estimated the future cash flows related to the long-lived assets and determined those cash flows are not sufficient to recover the carrying value of the assets.  As there are no quoted market prices available for these or similar assets, we have used our best estimates in determining the fair value of the long-lived assets of the discontinued operation.  The use of these unobservable inputs, or level 3 inputs, resulted in pre-tax impairment charges of $2.1 million for the three months ended March 31, 2012.  These impairment charges are included in earnings from discontinued operations in the Condensed Consolidated Statements of Comprehensive Income.

 

The sale of the premium Print & Color brands, select paper inventory, and certain manufacturing equipment generated a pre-tax gain of $12.2 million, which is recorded in earnings from discontinued operations in the Condensed Consolidated Statements of Comprehensive Income.  With the sale of the premium Print & Color brands and closure of the Brokaw mill, we have essentially eliminated our participation in the Print & Color markets in which we have historically competed.  We continue to manufacture and convert select Print & Color products for the buyer during a post-closing period which is expected to expire late in 2012.  The continuing cash flows from this supply agreement are not a result of participation in an active market, and are not considered direct cash flows under ASC 205-20.

 

The following table details the components of assets and liabilities that are classified as discontinued operations in the Condensed Consolidated Balance Sheets:

 

 

 

March 31,

 

(all dollar amounts in thousands)

 

2012

 

 

 

 

 

Receivables

 

$

12,737

 

Inventories

 

3,160

 

Other current assets

 

885

 

Assets of discontinued operations - current

 

16,782

 

Property, plant, and equipment - net

 

4,600

 

Deferred income taxes

 

6,119

 

Assets of discontinued operations

 

27,501

 

 

 

 

 

Accounts payable

 

652

 

Accrued and other liabilities, net

 

2,167

 

Liabilities of discontinued operations - current

 

2,819

 

 

 

 

 

Net assets of discontinued operations

 

$

24,682

 

 

5



Table of Contents

 

The following table summarizes certain Condensed Consolidated Statements of Comprehensive Income information for discontinued operations:

 

 

 

Three Months

 

 

 

Ended March 31,

 

(all amounts in thousands, except per share data)

 

2012

 

2011

 

 

 

 

 

 

 

Net sales

 

$

41,540

 

$

57,218

 

 

 

 

 

 

 

Earnings (loss) from discontinued operations before income taxes

 

13,043

 

(1,841

)

Provision (credit) for income taxes

 

4,825

 

(644

)

Earnings (loss) from discontinued operations, net of taxes

 

$

8,218

 

$

(1,197

)

 

 

 

 

 

 

Net earnings (loss) per share — basic and diluted

 

$

0.17

 

$

(0.02

)

 

During the first quarter of 2012, we continued to execute restructuring activities related to the closure of the Brokaw mill, and have recognized, exclusive of the gain recorded for the sale transaction, net pre-tax charges of approximately $3.4 million during the three months ended March 31, 2012. These net charges, which are detailed in the following table, are recorded in earnings from discontinued operations in the Condensed Consolidated Statements of Comprehensive Income.

 

 

 

March 31,

 

(all dollar amounts in thousands)

 

2012

 

 

 

 

 

Impairment of long-lived assets

 

$

2,075

 

Severance and benefit continuation costs

 

1,108

 

Other associated costs, net

 

245

 

 

 

 

 

Total

 

$

3,428

 

 

Additional pre-tax closure charges of approximately $4 million are expected to be incurred during the remainder of 2012.

 

Following is a summary of the liabilities for restructuring expenses through March 31, 2012, related to the closure of the Brokaw mill, all of which are included in liabilities of discontinued operations - current:

 

 

 

December 31,

 

Reserve

 

 

 

Reclassify

 

March 31,

 

(all dollar amounts in thousands)

 

2011

 

Provisions

 

Payments

 

Reserves

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance and benefit continuation

 

$

4,997

 

$

1,108

 

$

(2,427

)

$

 

$

3,678

 

Contract termination and other

 

570

 

289

 

(99

)

(570

)

190

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

5,567

 

$

1,397

 

$

(2,526

)

$

(570

)

$

3,868

 

 

6



Table of Contents

 

In the first quarter of 2012, we incurred pre-tax charges of $3.3 million related to a previously terminated natural gas contract for our previously closed Groveton, New Hampshire mill.  The charge is included in selling and administrative expenses in the Condensed Consolidated Statements of Operations.  At March 31, 2012, $2.2 million and $10.8 million are included in current liabilities and noncurrent liabilities, respectively, consisting of contract termination costs associated with the Groveton, New Hampshire mill.  At December 31, 2011, $2.3 million and $7.9 million are included in current liabilities and noncurrent liabilities, respectively, related to these contract termination costs.

 

Note 4.                                  Earnings Per Share (“EPS”)

 

The following table reconciles basic weighted average outstanding shares to diluted weighted average outstanding shares:

 

 

 

Three Months

 

 

 

Ended March 31,

 

(all amounts in thousands, except per share data)

 

2012

 

2011

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 

49,295

 

49,130

 

Dilutive securities:

 

 

 

 

 

Stock compensation plans

 

224

 

 

 

 

 

 

 

 

Diluted weighted average common shares outstanding

 

49,519

 

49,130

 

 

 

 

 

 

 

Earnings (loss) from continuing operations, net of tax

 

$

1,540

 

$

(194

)

Earnings (loss) from discontinued operations, net of tax

 

8,218

 

(1,197

)

 

 

 

 

 

 

Net earnings (loss)

 

$

9,758

 

$

(1,391

)

 

 

 

 

 

 

Earnings (loss) from continuing operations, net of tax, per share — basic and diluted

 

$

0.03

 

$

0.00

 

Earnings (loss) from discontinued operations, net of tax, per share — basic and diluted

 

0.17

 

(0.02

)

 

 

 

 

 

 

Net earnings (loss) per share — basic and diluted

 

$

0.20

 

$

(0.03

)

 

Stock options for which the exercise price exceeds the average market price over the applicable period have an antidilutive effect on EPS, and accordingly, are excluded from the calculation of diluted EPS.  For the three months ended March 31, 2012 and 2011, stock-based grants for 1,322,697 and 2,063,748 shares, respectively, were excluded from the diluted EPS calculation because the shares were antidilutive.

 

7



Table of Contents

 

Note 5.                                  Receivables

 

Receivables at March 31, 2012, exclude discontinued operations. The receivables related to discontinued operations were not retroactively reclassified and are included in the following table at December 31, 2011.

 

 

 

March 31,

 

December 31,

 

(all dollar amounts in thousands)

 

2012

 

2011

 

 

 

 

 

 

 

Trade

 

$

83,555

 

$

87,152

 

Other

 

1,508

 

1,719

 

 

 

85,063

 

88,871

 

Less: allowances for doubtful accounts

 

(738

)

(953

)

 

 

 

 

 

 

 

 

$

84,325

 

$

87,918

 

 

Note 6.                                  Inventories

 

Inventories at March 31, 2012, exclude discontinued operations. The inventories related to discontinued operations were not retroactively reclassified and are included in the following table at December 31, 2011.

 

 

 

March 31,

 

December 31,

 

(all dollar amounts in thousands)

 

2012

 

2011

 

 

 

 

 

 

 

Raw materials

 

$

26,810

 

$

32,069

 

Work in process and finished goods

 

55,571

 

100,044

 

Supplies

 

5,452

 

4,166

 

Inventories at cost

 

87,833

 

136,279

 

Less: LIFO reserve

 

(43,418

)

(55,754

)

 

 

 

 

 

 

 

 

$

44,415

 

$

80,525

 

 

Note 7.                                  Property, Plant, and Equipment

 

Property, plant, and equipment at March 31, 2012, excludes discontinued operations. Property, plant, and equipment related to discontinued operations was not retroactively reclassified and is included in the following table at December 31, 2011.

 

 

 

March 31,

 

December 31,

 

 

 

2012

 

2011

 

Property, plant, and equipment

 

 

 

 

 

Buildings

 

$

91,750

 

$

121,625

 

Machinery and equipment

 

801,511

 

992,244

 

 

 

893,261

 

1,113,869

 

Less: accumulated depreciation

 

(612,130

)

(820,815

)

Net depreciated value

 

281,131

 

293,054

 

Land

 

3,943

 

6,776

 

Timber and timberlands, net of depletion

 

48

 

48

 

Construction in progress

 

104,200

 

69,958

 

 

 

$

389,322

 

$

369,836

 

 

8



Table of Contents

 

Excluding discontinued operations, the provision for depreciation, amortization, and depletion was $11.3 million and $12.5 million for the three months ended March 31, 2012 and 2011, respectively.  Excluding discontinued operations, during each of the three months ended March 31, 2012 and 2011, cost of sales included net losses of $0.3 million on sales and disposals of property, plant, and equipment.

 

Note 8.                                  Debt

 

A summary of total debt is as follows:

 

 

 

March 31,

 

December 31,

 

(all dollar amounts in thousands)

 

2012

 

2011

 

 

 

 

 

 

 

Unsecured private placement notes

 

$

100,000

 

$

100,000

 

Industrial development bonds

 

19,000

 

19,000

 

Commercial paper placement agreement

 

3,000

 

8,650

 

Total long-term debt

 

$

122,000

 

$

127,650

 

 

On March 31, 2010, we entered into a note purchase and private-shelf agreement.  This agreement provided for the April 9, 2010, issuance of $50 million of unsecured senior notes having an interest rate of 5.69% that mature on April 9, 2017, and also established a three-year private shelf facility under which up to $125 million of additional promissory notes may be issued at terms agreed upon by the parties at the time of issuance.  On April 4, 2011, we issued an additional aggregate principal amount of $50 million of our senior notes under the terms of this note purchase and private-shelf agreement.  The notes bear interest at 4.68% and mature on April 4, 2018.  On August 22, 2011, the private-shelf agreement was amended to expand the total amount available under the private-shelf agreement to $150 million.  At March 31, 2012, $100 million was currently outstanding under the note purchase and private-shelf agreement.  On April 9, 2012, we issued an additional aggregate principal amount of $50 million of our senior notes under this note purchase and private-shelf agreement.  The notes bear interest at 4.00% and mature on June 30, 2016.

 

On June 23, 2010, we entered into a $125 million revolving-credit agreement with five financial institutions that will expire on June 23, 2014.  At March 31, 2012 and December 31, 2011, there were no amounts outstanding under the revolving-credit agreement.

 

At March 31, 2012, the amount of commercial paper outstanding has been classified as long-term on our Condensed Consolidated Balance Sheets as we have the ability and intent to refinance the obligations under our existing credit agreements.

 

We are subject to certain financial and other covenants under the revolving-credit agreement and the note purchase and private-shelf agreement.  At March 31, 2012, we were in compliance with all required covenants and expect to remain in full compliance throughout the remainder of 2012.

 

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Note 9.                                  Pension and Other Post-retirement Benefit Plans

 

Inclusive of discontinued operations, the components of net periodic benefit costs recognized in the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2012 and 2011, are as follows:

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

Post-retirement

 

 

 

Pension Benefits

 

Benefits

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

645

 

$

753

 

$

508

 

$

377

 

Interest cost

 

2,755

 

3,166

 

1,039

 

1,093

 

Expected return on plan assets

 

(3,664

)

(3,799

)

 

 

Amortization of:

 

 

 

 

 

 

 

 

 

Prior service cost (benefit)

 

1,277

 

461

 

(770

)

(860

)

Actuarial loss

 

274

 

959

 

788

 

545

 

Curtailment

 

 

 

(634

)

 

 

 

 

 

 

 

 

 

 

 

Net periodic benefit cost

 

$

1,287

 

$

1,540

 

$

931

 

$

1,155

 

 

We previously disclosed in our consolidated financial statements for the year ended December 31, 2011, that we anticipate making contributions of $23.3 million directly to our defined benefit pension and retirement plans as a result of minimum funding requirements and elective contributions in 2012.  As of March 31, 2012, we have made payments of approximately $1.6 million to our pension plans.  In addition, as previously reported, we expect to contribute $3.8 million, net of subsidy reimbursements, directly to other post-retirement plans in 2012.  As of March 31, 2012, we have contributed approximately $0.8 million to our other post-retirement plans.

 

Note 10.                           Share-Based Compensation

 

We account for stock-based compensation pursuant to the provisions of FASB ASC Subtopic 718-10.

 

Stock Options, Restricted Stock Awards, and Performance Units

 

During the three months ended March 31, 2012 and March 31, 2011, share-based compensation expense related to non-qualified stock option grants and performance unit awards was approximately $1.0 million and $1.6 million, respectively.  We recognize compensation expense on grants of stock options and performance unit share-based compensation awards on a straight-line basis over the requisite service period of each award.  Forfeiture rates are estimated based upon our historical experience for each grant type.  As of March 31, 2012, total unrecognized compensation cost related to share-based compensation awards was approximately $4.4 million, net of estimated forfeitures, which we expect to recognize over a weighted average period of approximately 1.1 years.

 

During the first quarter of 2012, as part of compensation for our directors and certain employees of Wausau Paper, we granted awards of performance units.  Of the awards

 

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granted, 35,253 performance units were granted to directors.  The grants to certain employees were comprised of three types of awards.  The first type of award included 74,435 performance units with vesting based upon the completion of a requisite period of service.  The second type of award included 277,443 of performance units with vesting of the award subject to achievement of a targeted shareholder return on our common stock over a three-year period.  The third type of award was comprised of 515,299 performance units with vesting contingent on (1) achieving certain operating profit levels and (2) completion of a service requirement.  We have recognized compensation expense related to these performance-based awards during the three months ended March 31, 2012, as it is probable a portion of the awards will vest as performance criteria are met.

 

Stock Appreciation Rights and Dividend Equivalents

 

Share-based compensation provisions or credits related to stock appreciation rights and dividend equivalents are determined based upon a remeasurement to their fair value at each interim reporting period in accordance with the provisions of ASC Subtopic 718-10.  During the three months ended March 31, 2012 and 2011, we recognized expense of approximately $0.1 million and a credit of approximately $0.1 million, respectively, in share-based compensation related to stock appreciation rights and dividend equivalents.

 

Note 11.                           Interim Segment Information

 

Factors Used to Identify Reportable Segments

 

We have evaluated our disclosures of our business segments in accordance with ASC Subtopic 280-10, and as a result we have classified our operations into two principal reportable segments:  Tissue and Paper, each providing different products.  Separate management of each segment is required because each business unit is subject to different marketing, production, and technology strategies.

 

Products From Which Revenue Is Derived

 

The Tissue segment produces a complete line of towel and tissue products that are marketed along with soap and dispensing systems for the “away-from-home” market.  Tissue operates a paper mill in Middletown, Ohio, and a converting facility in Harrodsburg, Kentucky.

 

The Paper segment produces specialty papers within three core markets — Food, Industrial & Tape, and Coated & Liner.  These products are produced at manufacturing facilities located in Brainerd, Minnesota, and in Rhinelander and Mosinee, Wisconsin.  In 2011 and into 2012, the Paper segment produced fine printing and writing papers at a manufacturing facility in Brokaw, Wisconsin.  Papermaking operations at the Brokaw facility permanently ceased on February 10, 2012.  In accordance with authoritative literature, we have reported the Brokaw facility as a discontinued operation at March 31, 2012.  See Note 3 for additional information on facility closures.

 

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Reconciliations

 

The following are reconciliations to corresponding totals in the accompanying condensed consolidated financial statements.  The sales and operating profit (loss) information excludes discontinued operations in all periods presented.  The asset information for the Paper segment includes assets of discontinued operations in all periods presented.

 

 

 

Three Months

 

 

 

Ended March 31,

 

(all dollar amounts in thousands)

 

2012

 

2011

 

 

 

 

 

 

 

Net sales external customers:

 

 

 

 

 

Tissue

 

$

81,686

 

$

76,891

 

Paper

 

134,496

 

114,806

 

 

 

 

 

 

 

 

 

$

216,182

 

$

191,697

 

 

 

 

 

 

 

Operating profit (loss):

 

 

 

 

 

Tissue

 

$

9,177

 

$

6,311

 

Paper

 

289

 

563

 

Corporate & eliminations

 

(6,150

)

(5,387

)

 

 

 

 

 

 

 

 

$

3,316

 

$

1,487

 

 

 

 

March 31,

 

December 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Segment assets:

 

 

 

 

 

Tissue

 

$

284,903

 

$

224,949

 

Paper

 

314,484

 

367,249

 

Corporate & unallocated*

 

61,161

 

86,632

 

 

 

 

 

 

 

 

 

$

660,548

 

$

678,830

 

 


*                 Segment assets do not include intersegment accounts receivable, cash, deferred tax assets, and certain other assets, which are not identifiable with segments.

 

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Item 2.                           Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to our condensed consolidated financial statements and accompanying notes to help provide an understanding of our financial condition, the changes in our financial condition, and our results of operations.  The following discussion of the financial condition and results of operations of Wausau Paper Corp. should be read together with the condensed consolidated financial statements for the three months ended March 31, 2012 and 2011, including the notes thereto, included elsewhere in this report, and the audited consolidated annual financial statements as of and for the year ended December 31, 2011 and notes thereto included in the Company’s Annual Report on Form 10-K.

 

Critical Accounting Policies and Estimates

 

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses during the periods reported.  Actual results could differ from those estimates.  Please refer to the notes to the financial statements, which appear in the Annual Report on Form 10-K for the year ended December 31, 2011, for our accounting policies and other disclosures which are pertinent to these statements.

 

Operations Review

 

Overview

 

In December 2011, our Board of Directors approved the sale of our premium Print & Color brands and the closure of our Brokaw, Wisconsin paper mill.  The Print & Color portion of the Paper segment competed in the declining uncoated freesheet market, and was faced with continuing margin compression and volume pressures.  During the first quarter of 2012, we completed the sale of the premium Print & Color brands, inventory, and select equipment, and in February ceased papermaking operations at the Brokaw, Wisconsin paper mill.  Consequently, the impact of this site and its related closure activities are reported as discontinued operations, and all results discussed below exclude the results of discontinued operations unless otherwise indicated.  For additional information on discontinued operations, please refer to “Note 3 — Discontinued Operations and Other” in the Notes to Condensed Consolidated Financial Statements.

 

Our exit from the Print & Color business aligns the Paper segment with growth-oriented technical markets: Food, Industrial & Tape, and Coated & Liner.  The Tissue segment continues to focus on production and marketing of a broad line of paper towel and tissue products, which are marketed along with soap and dispensing system products for the industrial and commercial away-from-home market.

 

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Table of Contents

 

 

 

Three Months Ended

 

Consolidated

 

March 31,

 

(all dollar amounts in thousands, except per share data)

 

2012

 

2011

 

 

 

 

 

 

 

Earnings (loss) from continuing operations

 

$

1,540

 

$

(194

)

Earnings from continuing operations per share — basic and diluted

 

$

0.03

 

$

0.00

 

 

For the first quarter of 2012, we reported earnings from continuing operations of $1.5 million, or $0.03 per share, compared to a prior year loss from continuing operations of $0.2 million.  Earnings from continuing operations in the first quarter of 2012 include after-tax capital-related expenses of $1.2 million, or $0.02 per share, due to an expansion project in our Tissue segment.  In addition, the first three months of 2012 include after-tax expenses of $2.1 million, or $0.04 per share, related to a natural gas transportation contract for our former Groveton, New Hampshire paper mill.  Earnings from continuing operations in the first quarter of 2011 include after-tax capital-related expenses of $2.3 million, or $0.05 per share, due to a paper machine rebuild within our Paper segment and the above mentioned expansion to the converting facility in our Tissue segment.

 

Net Sales and Gross Profit on Sales

 

 

 

Three Months Ended

 

Consolidated

 

March 31,

 

(all dollar amounts in thousands, except tons sold)

 

2012

 

2011

 

 

 

 

 

 

 

Net sales

 

$

216,182

 

$

191,697

 

Tons sold

 

136,328

 

117,185

 

Gross profit on sales

 

$

26,500

 

$

20,733

 

Gross profit margin

 

12

%

11

%

 

Consolidated net sales and shipments increased 13% and 16%, respectively, during the first quarter of 2012 as compared to the first quarter of 2011, due to volume increases within nearly all of the market segments in which we compete.  During the same comparative periods, average net selling price decreased 3%, or more than $3 million, with more than three-quarters of the decrease due to changes in overall product mix, primarily concentrated in our Paper segment.

 

Gross profit for the three months ended March 31, 2012, was $26.5 million compared to $20.7 million for the three months ended March 31, 2011.  Gross profit in the first quarter of 2011 included capital-related charges of $3.5 million, mostly due to a paper machine rebuild within our Paper segment.  Quarter-over-quarter, gross profit was favorably impacted by a decrease in fiber and energy prices of approximately $6 million and $1 million, respectively.

 

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Table of Contents

 

In December 2011, we announced that our Board of Directors had approved the sale of our premium Print & Color brands, and the closure of our Paper segment’s Brokaw, Wisconsin paper mill. We permanently ceased papermaking operations at the mill on February 10, 2012, resulting in no backlogs related to the discontinued operation at March 31, 2012. The March 31, 2011 backlog information presented in the table below includes the discontinued operation.

 

 

 

March 31,

 

Consolidated Order Backlogs

 

2012

 

2011

 

 

 

 

 

 

 

Order backlogs in tons:

 

 

 

 

 

Tissue

 

2,800

 

2,800

 

Paper

 

34,400

 

23,800

 

 

 

 

 

 

 

 

 

37,200

 

26,600

 

 

Backlog tons at March 31, 2012 represent $56.5 million in sales compared to $40.8 million in sales at March 31, 2011.  The entire backlog at March 31, 2012 is expected to be shipped during the remainder of 2012.

 

Tissue

 

 

 

Three Months

 

(all dollar amounts in thousands,

 

Ended March 31,

 

 except tons sold)

 

2012

 

2011

 

 

 

 

 

 

 

Net sales

 

$

81,686

 

$

76,891

 

Tons sold

 

42,198

 

40,244

 

Gross profit on sales

 

$

16,751

 

$

12,578

 

Gross profit margin

 

21

%

16

%

 

In April 2011, the Company’s Board of Directors approved plans to expand the Tissue segment’s production capabilities in response to growing demand for its environmentally-friendly value-added products.  The expansion will include a new paper machine, located at our Harrodsburg, Kentucky converting facility, which will be capable of producing premium towel and tissue products from 100 percent recycled fiber.  We anticipate systems testing and machine start-up to occur in the fourth quarter of 2012.

 

Tissue’s net sales and product shipments increased 6% and 5%, respectively, in the first quarter of 2012 compared to the same period in the prior year, due to benefit from mid-2011 pricing actions and prior-year adverse weather-related shipment weakness.  Average net selling price increased almost 2%, or over $1 million, over the same comparative period, entirely due to increases in actual selling prices.  Gross profit margin for Tissue in the first quarter of 2012 increased 5 percentage points compared to the first quarter of 2011.  During the first quarter of 2012 as compared to the same period in 2011, decreases in fiber-related prices positively impacted gross profit margin by approximately $3 million, while energy prices remained relatively stable over the same comparative periods.

 

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Table of Contents

 

Paper

 

In December 2011, we announced that our Board of Directors had approved the sale of our premium Print & Color brands, and the closure of our Paper segment’s Brokaw, Wisconsin paper mill.  The sale of the premium Print & Color brands, select paper inventory, and certain manufacturing equipment to Neenah Paper, Inc. closed on January 31, 2012.  We permanently ceased papermaking operations at the mill on February 10, 2012.  At March 31, 2012, we have determined that the assets of the Brokaw mill, which are part of our Paper segment, meet the criteria for held for sale classification, and are reported as discontinued operations in accordance with Accounting Standards Codification Subtopic 205-20, “Discontinued Operations.”  We expect to complete the disposal of the Brokaw mill assets within the next year.

 

The sale of the premium Print & Color brands, select paper inventory, and certain manufacturing equipment generated a pre-tax gain of $12.2 million, which is recorded in earnings from discontinued operations in the Condensed Consolidated Statements of Comprehensive Income.  With the sale of the premium Print & Color brands and closure of the Brokaw mill, we have essentially eliminated our participation in the Print & Color markets in which we have historically competed.  The following information and discussion of the Paper segment exclude discontinued operations for all periods presented.

 

 

 

Three Months

 

(all dollar amounts in thousands,

 

Ended March 31,

 

except tons sold)

 

2012

 

2011

 

 

 

 

 

 

 

Net sales

 

$

134,496

 

$

114,806

 

Tons sold

 

94,130

 

76,941

 

Gross profit on sales

 

$

9,767

 

$

8,218

 

Gross profit margin

 

7

%

7

%

 

Paper’s first quarter 2012 net sales and shipments increased over 17% and 22%, respectively, as compared to the same period in 2011.  The increase in product shipments was primarily due to growth within our technical paper markets.  The increase in shipments was partially offset by a decrease of over 4%, or approximately $4 million, in average net selling prices in the first quarter of 2012 as compared to the first quarter of 2011.  The decrease in average net selling prices was primarily due to changes in product mix during the first quarter of 2012 as compared with the same period in 2011.

 

Gross profit margin for the Paper segment was 7% in the first quarter of 2012 and 2011.  Gross profit in the first quarter of 2011 included expenses of $3.3 million related to the rebuild of a paper machine at our Brainerd, Minnesota paper mill.  Gross profit margins for the three months ended March 31, 2012 compared to the three months ended March 31, 2011 were favorably impacted by a decrease in fiber and energy prices of approximately $3 million combined; however, favorable impacts from fiber and energy prices were more than offset by increases in other costs of manufacturing, primarily a result of maintenance and transition costs associated with the exit from the Print & Color business.

 

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Selling and Administrative Expenses

 

 

 

Three Months Ended

 

 

 

March 31,

 

(all dollar amounts in thousands)

 

2012

 

2011

 

 

 

 

 

 

 

Selling and administrative expense

 

$

23,184

 

$

19,246

 

As a percent of net sales

 

11

%

10

%

 

Excluding discontinued operations, selling and administrative expenses in the first quarter of 2012 were $23.2 million compared to $19.2 million in the same period of 2011.  Stock-based incentive compensation programs resulted in expense of $1.3 million during the first quarter of 2012 compared to expense of $1.4 million during the first quarter of 2011.  The majority of the quarter-over-quarter increase in selling and administrative expense was primarily a result of a pre-tax charge of $3.3 million to the value of a terminated natural gas transportation contract for our former Groveton, New Hampshire paper mill.  The remaining increase year-over-year is primarily due to increases in legal and consulting expenses.

 

Other Income and Expense

 

 

 

Three Months Ended

 

 

 

March 31,

 

(all dollar amounts in thousands)

 

2012

 

2011

 

 

 

 

 

 

 

Interest expense

 

$

866

 

$

1,781

 

 

Interest expense in the first quarter of 2012 was $0.9 million compared to interest expense of $1.8 million in the first quarter of 2011.  The decrease in interest expense is primarily due to the impact of capitalized interest on long-term projects during the comparative periods.  Total debt was $122.0 million and $150.6 million at March 31, 2012 and 2011, respectively.  Total debt at December 31, 2011 was $127.7 million.  Total interest capitalized on long-term projects was $0.8 million and $0.1 million during the three months ended March 31, 2012 and 2011, respectively.

 

Income Taxes

 

 

 

Three Months Ended

 

 

 

March 31,

 

(all dollar amounts in thousands)

 

2012

 

2011

 

 

 

 

 

 

 

Provision (credit) for income taxes from continuing operations

 

$

906

 

$

(105

)

Effective tax rate

 

37

%

35

%

 

The effective tax rate for the remainder of 2012 is expected to continue to be 37%.

 

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Table of Contents

 

Liquidity and Capital Resources

 

The liquidity and capital resources discussion below includes discontinued operations for all periods reported.

 

Cash Flows and Capital Expenditures

 

 

 

Three Months Ended

 

 

 

March 31,

 

(all dollar amounts in thousands)

 

2012

 

2011

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

18,327

 

$

(9,011

)

Capital expenditures

 

48,724

 

13,987

 

 

Comparing the first three months of 2012 with the same period in 2011, the increase in cash provided by operating activities primarily reflects working capital improvements, notably significant reductions in inventories due to our exit from the Print & Color business.

 

In April 2011, our Board of Directors approved a $220 million project, $207 million of which is capital-related, that will expand the Tissue segment’s production capabilities in response to growing demand for its environmentally-friendly products.  The expansion will include a new paper machine capable of producing premium towel and tissue products from 100 percent recycled fiber.  Capital spending related to this project was $46.4 million in the first quarter of 2012, with anticipated full-year capital spending on this project to be approximately $150 million in 2012, and $12 million in 2013.  We expect to fund the project primarily from future operational cash flows and available credit from our established $325 million borrowing base. Construction related to the new paper machine, which will be located at our converting facility in Harrodsburg, Kentucky, is underway, with systems testing and machine startup expected in the fourth quarter of 2012.

 

Total capital spending for the first three months of 2012 was $48.7 million compared to $14.0 million during the first three months of 2011.  The increase in capital expenditures in the first quarter of 2012 as compared to the same period in 2011 is primarily due to the Tissue expansion project.  Total capital spending for the full-year of 2012 is expected to be approximately $162 million, including capital spending related to the Tissue expansion project.

 

Debt and Equity

 

 

 

March 31,

 

December 31,

 

(all dollar amounts in thousands)

 

2012

 

2011

 

 

 

 

 

 

 

Total debt

 

$

122,000

 

$

127,650

 

Stockholders’ equity

 

207,610

 

196,244

 

Total capitalization

 

329,610

 

323,894

 

Total debt/capitalization ratio

 

37

%

39

%

 

As of March 31, 2012, total debt decreased $5.7 million from the $127.7 million borrowed at December 31, 2011, primarily the result of the sale of our Print & Color brands and strong cash flows from operations offset by increased capital spending related to the Tissue expansion

 

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project.  We anticipate total debt levels will increase throughout 2012 as we progress with the Tissue machine expansion project.

 

On March 31, 2010, we entered into a note purchase and private-shelf agreement.  This agreement provided for the April 9, 2010, issuance of $50 million of unsecured senior notes having an interest rate of 5.69%, and also established a three-year private shelf facility under which up to $125 million of additional promissory notes may be issued at terms agreed upon by the parties at the time of issuance.  On April 4, 2011, we issued an additional aggregate principal amount of $50 million of our senior notes under the terms of this note purchase and private-shelf agreement.  The notes bear interest at 4.68% and mature on April 4, 2018.  On August 22, 2011, the private-shelf agreement was amended to expand the total amount available under the private-shelf agreement to $150 million.  At March 31, 2012, $100 million was currently outstanding under the note purchase and private-shelf agreement.  On April 9, 2012, we issued an additional aggregate principal amount of $50 million of our senior notes under this note purchase and private-shelf agreement.  The notes bear interest at 4.00% and mature on June 30, 2016.

 

On June 23, 2010, we entered into a $125 million revolving-credit agreement with five financial institutions that will expire on June 23, 2014.  At March 31, 2012 and December 31, 2011, there were no amounts outstanding under the revolving-credit agreement.

 

At March 31, 2012, the amount of commercial paper outstanding has been classified as long-term on our Condensed Consolidated Balance Sheets as we have the ability and intent to refinance the obligations under our existing credit agreements.

 

We are subject to certain financial and other covenants under the revolving-credit agreement and the note purchase and private-shelf agreement.  At March 31, 2012, we were in compliance with all required covenants and expect to remain in full compliance throughout the remainder of 2012.

 

At December 31, 2011, there were approximately 2.0 million shares available for repurchase through an authorization approved by our Board of Directors in 2008.  There were no repurchases during the first quarters of 2012 or 2011.  Repurchases may be made from time to time in the open market or through privately negotiated transactions.  We do not intend to repurchase shares in the near future.

 

Dividends

 

On December 15, 2011, the Board of Directors declared a quarterly cash dividend of $0.03 per common share.  The dividend was paid on February 15, 2012, to shareholders of record on February 1, 2012.  On April 19, 2012, the Board of Directors declared a quarterly cash dividend of $0.03 per common share.  The dividend is payable May 15, 2012 to shareholders of record on May 1, 2012.

 

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Table of Contents

 

Information Concerning Forward-Looking Statements

 

The foregoing discussion and analysis of our financial condition and results of operations contains forward-looking statements that involve risks, uncertainties, and assumptions.  Forward-looking statements are not guarantees of performance.  If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of Wausau Paper and our consolidated subsidiaries may differ materially from those expressed or implied by such forward-looking statements and assumptions.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements.  Forward-looking statements may be identified by, among other things, beliefs or expectations that certain events may occur or are anticipated and projections or statements of expectations with respect to various aspects of our business, our plans or intentions, our stock performance, the industry within which we operate, the markets in which we compete, the economy, and any other expressions of similar import or covering other matters relating to our business and operations.  Risks, uncertainties, and assumptions relating to our forward-looking statements include the level of competition for our products, downturns in our target markets, changes in the paper industry, changes in the price or availability of raw materials and energy, the failure to develop new products that meet customer needs, adverse changes in our relationships with large customers and our labor unions, the failure to recruit and retain key personnel, costs of compliance with environmental regulations, our ability to fund our operations, unforeseen operating problems, changes in strategic plans or our ability to execute such plans, maintenance of adequate internal controls, changes in financial accounting standards, increasing costs of certain employee and retiree benefits, unforeseen liabilities arising from current or prospective claims, attempts by shareholders to effect changes at or acquire control over the Company, and the effect of certain organizational anti-takeover provisions.  These and other risks, uncertainties, and assumptions are described under the caption “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011, and from time to time in our other filings with the Securities and Exchange Commission after the date of such annual report.  We assume no obligation, and do not intend, to update these forward-looking statements.

 

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Table of Contents

 

Item 3.                                                         Quantitative and Qualitative Disclosures About Market Risk

 

There has been no material change in the information provided in response to Item 7A of our Form 10-K for the year ended December 31, 2011.

 

Item 4.                                                         Controls and Procedures

 

As of the end of the period covered by this report, management, under the supervision, and with the participation, of our President and Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e)) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) pursuant to Exchange Act Rule 13a-15.  Based upon, and as of the date of such evaluation, the President and Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective.  There were no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II.  OTHER INFORMATION

 

Item 1A.                                                Risk Factors

 

In addition to the other information set forth in this report, this report should be considered in light of the risk factors discussed in Part I, “Item 1A.  Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011, which could materially affect our business, financial condition, or future results of operations.  The risks described in our Annual Report on Form 10-K are not the only risks facing Wausau Paper.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

 

Item 6.                                                         Exhibits

 

31.1

 

Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act of 2002

31.2

 

Certification of CFO pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32.1

 

Certification of CEO and CFO pursuant to Section 906 of Sarbanes-Oxley Act of 2002

101.INS

 

XBRL Instance Document*

101.SCH

 

XBRL Taxonomy Extension Schema*

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase*

101.LAB

 

XBRL Taxonomy Extension Label Linkbase*

101.PRE

 

XBRL Extension Presentation Linkbase*

101.DEF

 

XBRL Taxonomy Definition Linkbase*

 


*  In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this quarterly report on Form 10-Q shall be deemed “furnished” and not “filed.”

 

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Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

WAUSAU PAPER CORP.

 

 

 

 

May 9, 2012

SHERRI L. LEMMER

 

Sherri L. Lemmer

 

Senior Vice President and Chief Financial Officer,

 

Principal Accounting Officer

 

 

 

(On behalf of the Registrant and as Principal Financial Officer)

 

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Table of Contents

 

EXHIBIT INDEX

to

FORM 10-Q

of

WAUSAU PAPER CORP.

for the quarterly period ended March 31, 2012

Pursuant to Section 102(d) of Regulation S-T

(17 C.F.R. Section 232.102(d))

 

The following exhibits are filed as part of this report:

 

31.1

 

Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act of 2002

31.2

 

Certification of CFO pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32.1

 

Certification of CEO and CFO pursuant to Section 906 of Sarbanes-Oxley Act of 2002

101.INS

 

XBRL Instance Document*

101.SCH

 

XBRL Taxonomy Extension Schema*

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase*

101.LAB

 

XBRL Taxonomy Extension Label Linkbase*

101.PRE

 

XBRL Extension Presentation Linkbase*

101.DEF

 

XBRL Taxonomy Definition Linkbase*

 


*  In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this quarterly report on Form 10-Q shall be deemed “furnished” and not “filed.”

 

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