e10vq

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JiH6JVNHLgs1SGaa8liRUCJ9bzXHlSh2IK1j0W1vUStRAvGm1Ae7FmvJMsiWicPM n3BhSZBqUy/TE67U/R03Lw== 0000950137-09-001026.txt : 20090212 0000950137-09-001026.hdr.sgml : 20090212 20090212160037 ACCESSION NUMBER: 0000950137-09-001026 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEENAH ENTERPRISES, INC. CENTRAL INDEX KEY: 0000855667 STANDARD INDUSTRIAL CLASSIFICATION: IRON & STEEL FOUNDRIES [3320] IRS NUMBER: 251618281 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52681 FILM NUMBER: 09594796 BUSINESS ADDRESS: STREET 1: 2121 BROOKS AVENUE STREET 2: . CITY: NEENAH STATE: WI ZIP: 54957 BUSINESS PHONE: 920-725-7000 MAIL ADDRESS: STREET 1: 2121 BROOKS AVENUE STREET 2: . CITY: NEENAH STATE: WI ZIP: 54957 FORMER COMPANY: FORMER CONFORMED NAME: ACP HOLDING CO DATE OF NAME CHANGE: 19890926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEENAH FOUNDRY CO CENTRAL INDEX KEY: 0001040599 STANDARD INDUSTRIAL CLASSIFICATION: IRON & STEEL FOUNDRIES [3320] IRS NUMBER: 391580331 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-28751-03 FILM NUMBER: 09594797 BUSINESS ADDRESS: STREET 1: 2121 BROOKS AVE STREET 2: PO BOX 729 CITY: NEENAH STATE: WI ZIP: 54927 BUSINESS PHONE: 9207257000 MAIL ADDRESS: STREET 1: 2121 BROOKS AVE STREET 2: PO BOX 729 CITY: NEENAH STATE: WI ZIP: 54927 10-Q 1 c49368e10vq.htm FORM 10-Q e10vq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended December 31, 2008


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 Employer
File No.	Principal Executive Offices, and Telephone No.	Identification No.

000-52681	Neenah Enterprises, Inc.	25-1618281
	(a Delaware Corporation)
	2121 Brooks Avenue
	P.O. Box 729
	Neenah, WI 54957
	(920) 725-7000

333-28751	Neenah Foundry Company	39-1580331
	(a Wisconsin Corporation)
	2121 Brooks Avenue
	P.O. Box 729
	Neenah, WI 54957
	(920) 725-7000

Indicate by check mark whether the registrants (1) have 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 periods that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes þ No o

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


	Neenah Enterprises, Inc.	Neenah Foundry Company

Large accelerated filer	o	o
Accelerated filer	o	o
Non-accelerated filer	o	þ
Smaller reporting company	þ	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Neenah Enterprises, Inc.		Yes o No þ
Neenah Foundry Company		Yes o No þ

Indicate by check mark whether the registrants have filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ No o


Neenah Enterprises, Inc.		As of January 31, 2009, Neenah Enterprises, Inc. had 14,625,326 shares of common stock outstanding.

Neenah Foundry Company		As of January 31, 2009, 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.

NEENAH ENTERPRISES, INC.

NEENAH FOUNDRY COMPANY

Form 10-Q Index

For the Quarter Ended December 31, 2008


	Page
Part I. Financial Information
Item 1. Financial Statements

Neenah Enterprises, Inc.

Condensed consolidated balance sheets — Neenah Enterprises, Inc. as of December 31, 2008 and September 30, 2008		3
Condensed consolidated statements of operations — Neenah Enterprises, Inc. for the three months ended December 31, 2008 and 2007		4
Condensed consolidated statements of cash flows — Neenah Enterprises, Inc. for the three months ended December 31, 2008 and 2007		5
Notes to condensed consolidated financial statements — December 31, 2008		6

Neenah Foundry Company

Condensed consolidated balance sheets — Neenah Foundry Company as of December 31, 2008 and September 30, 2008		10
Condensed consolidated statements of operations — Neenah Foundry Company for the three months ended December 31, 2008 and 2007		11
Condensed consolidated statements of cash flows — Neenah Foundry Company for the three months ended December 31, 2008 and 2007		12
Notes to condensed consolidated financial statements — December 31, 2008		13

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		22

Item 3. Quantitative and Qualitative Disclosures About Market Risk		28

Item 4T. Controls and Procedures		28

Part II. Other Information
Item 1. Legal Proceedings		29
Item 4. Submission of Matters to a Vote of Security Holders		29
Item 6. Exhibits		30

Signatures		31
EX-31.1
EX-31.2
EX-31.3
EX-31.4
EX-32.1
EX-32.2

NEENAH ENTERPRISES, INC.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


	December 31,			September 30,
	2008			2008(1)
	(Unaudited)
Assets
Current assets:
Cash	$	—		$	—
Accounts receivable, net		60,167			92,489
Inventories		73,139			71,015
Refundable income taxes		7,363			7,363
Deferred income taxes		4,610			4,610
Other current assets		4,116			4,486

Total current assets		149,395			179,963

Property, plant and equipment		230,355			222,868
Less accumulated depreciation		69,134			62,628

		161,221			160,240

Deferred financing costs, net		2,886			3,000
Identifiable intangible assets, net		46,405			48,218
Goodwill		88,136			88,136
Other assets		7,131			6,942

	$	455,174		$	486,499


Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	22,433		$	39,452
Accrued wages and employee benefits		8,702			12,525
Accrued interest		192			5,572
Accrued interest — related party		2,813			2,344
Other accrued liabilities		2,821			2,669
Current portion of long-term debt		70,131			59,683
Current portion of capital lease obligations		71			71

Total current liabilities		107,163			122,316

Long-term debt		225,000			225,000
Long-term debt — related party		75,000			75,000
Capital lease obligations		1,724			400
Deferred income taxes		23,206			29,065
Postretirement benefit obligations		8,091			8,052
Other liabilities		11,553			11,622

Total liabilities		451,737			471,455

Commitments and contingencies

Stockholders’ 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 14,625,326 issued and outstanding at December 31, 2008 and September 30, 2008		146			146
Capital in excess of par value		6,227			6,132
Retained earnings (accumulated deficit)		(3,163	)		8,539
Accumulated other comprehensive income		227			227

Total stockholders’ equity		3,437			15,044

	$	455,174		$	486,499

See notes to condensed consolidated financial statements.


(1)		The balance sheet as of September 30, 2008 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.

NEENAH ENTERPRISES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)


	Three months ended
	December 31,
	2008			2007
Net sales	$	97,635		$	101,225
Cost of sales		95,311			87,692

Gross profit		2,324			13,533
Selling, general and administrative expenses		9,197			8,983
Restructuring costs		—			1,227
Amortization of intangible assets		1,812			1,782
Gain on disposal of equipment		—			(1	)

Total operating expenses		11,009			11,991

Operating income (loss)		(8,685	)		1,542
Interest expense		(6,340	)		(5,282	)
Interest expense — related party		(2,344	)		(2,344	)

Loss before income taxes		(17,369	)		(6,084	)
Income tax benefit		(5,667	)		(2,305	)

Net loss	$	(11,702	)	$	(3,779	)


Loss per share:
Basic	$	(0.80	)	$	(0.28	)
Diluted	$	(0.80	)	$	(0.28	)

Shares used in the computation of loss per share:
Basic		14,600			13,680
Diluted		14,600			13,680

See notes to condensed consolidated financial statements.

NEENAH ENTERPRISES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)


	Three months ended
	December 31,
	2008			2007
Operating activities
Net loss	$	(11,702	)	$	(3,779	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		8,448			5,915
Amortization of deferred financing costs		114			114
Stock-based compensation		95			41
Changes in operating assets and liabilities		(1,111	)		(3,009	)

Net cash used in operating activities		(4,156	)		(718	)

Investing activities
Purchase of property, plant and equipment		(6,228	)		(14,250	)

Net cash used in investing activities		(6,228	)		(14,250	)

Financing activities
Net change in revolver balance		10,448			15,016
Payments on capital lease obligations		(64	)		(51	)
Proceeds from exercise of stock warrants		—			3

Net cash provided by financing activities		10,384			14,968

Increase (decrease) in cash		—			—
Cash at beginning of period		—			—

Cash at end of period	$	—		$	—

See notes to condensed consolidated financial statements.

NEENAH ENTERPRISES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except share and per share data)

Note 1 — Basis of Presentation

Neenah Enterprises, Inc. (“NEI”) is a Delaware corporation which has no business activity other than its ownership of NFC Castings, Inc. Neenah Foundry Company (Neenah) is a wholly owned subsidiary of NFC Castings, Inc. NEI, alone or together with its subsidiaries as appropriate in the context, is referred to as “the Company.” The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2008 are not necessarily indicative of the results that may be expected for the year ending September 30, 2009. Certain reclassifications have been made to the fiscal 2008 condensed consolidated financial statements to conform to the fiscal 2009 presentation. For further information, refer to the consolidated financial statements and footnotes thereto included in NEI’s Annual Report on Form 10-K for the year ended September 30, 2008.

Note 2 — Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS 158) which requires employers that sponsor defined benefit pension and postretirement benefit plans to recognize previously unrecognized actuarial gains and losses and prior service costs in the statement of financial position and to recognize future changes in these amounts in the year in which changes occur through comprehensive income. Additionally, employers are required to measure the funded status of a plan as of the date of its year-end statement of financial position and provide additional disclosures. On September 30, 2007, the Company adopted the provisions of SFAS 158 by recognizing the funded status of its defined benefit pension and postretirement benefit plans in the balance sheet. In addition, the Company will be required to measure the plan assets and benefit obligations as of the date of the year-end balance sheet by September 30, 2009. The Company is currently evaluating the impact the change in the measurement date will have on its consolidated financial statements and notes thereto.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The Company adopted SFAS 157 effective October 1, 2008. The adoption of SFAS 157 did not have a material impact on the Company’s results of operations and financial condition.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115” (SFAS 159). SFAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The Company adopted SFAS 159 effective October 1, 2008. The adoption of SFAS 159 did not have a material impact on the Company’s results of operations and financial condition.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. SFAS No. 141 (revised 2007) replaces SFAS No. 141, “Business Combinations”, and applies to all transaction or other events in which an entity obtains control of one or more businesses and combinations achieved without the transfer of consideration. This statement is effective for fiscal years beginning on or after December 15, 2008. The Company does not anticipate this pronouncement will have a significant impact on our results of operations or financial position.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (SFAS 160). SFAS 160 is an amendment of ARB No. 51 and applies to all entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. The statement clarifies the definition of a noncontrolling interest, proscribes how transactions involving a noncontrolling interest are to be recorded and revises disclosure in the consolidated financial statement. This statement is effective for fiscal years beginning on or after December 15, 2008 and shall be applied prospectively when initially applied, except for the presentation and disclosure requirements which shall be applied retrospectively for all periods presented. This statement is not currently applicable to the Company.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (SFAS 161). SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2008. The Company does not currently use derivative instruments or engage in hedging activities and, therefore, this statement is not applicable to the Company.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS 162). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with US GAAP for nongovernmental entities. The Company does not expect the adoption of SFAS 162 to have a material effect on its results of operations or financial position.

Note 3 — Inventories

The components of inventories are as follows:


	December 31,		September 30,
	2008		2008
Raw materials	$	8,765	$	9,899
Work in process and finished goods		47,101		43,901
Supplies		17,273		17,215


	$	73,139	$	71,015

Note 4 — Employee Benefit Plans

Components of Net Periodic Benefit Cost

The Company has five defined-benefit pension plans covering the majority of its hourly employees and also sponsors unfunded defined benefit postretirement health care plans covering substantially all salaried and hourly employees at Neenah and their dependents. Components of net periodic benefit costs are as follows for the three month periods ended December 31, 2008 and 2007:


	Pension Benefits						Postretirement Benefits
	Three months ended December 31,						Three months ended December 31,
	2008			2007			2008			2007
Service cost	$	370		$	461		$	78		$	55
Interest cost		1,095			1,097			131			81
Expected return on plan assets		(1,235	)		(1,364	)		—			—
Amortization of prior service cost (credit)		7			4			40			(13	)
Recognized net actuarial gain		(3	)		—			(50	)		(53	)

Net periodic benefit cost	$	234		$	198		$	199		$	70

Employer Contributions

For the three months ended December 31, 2008, $364 of contributions have been made to the defined-benefit pension plans. The Company presently anticipates contributing an additional $1,594 to fund its pension plans in fiscal 2009 for a total of $1,958.

Note 5 — Closure of Kendallville

Due to pressures of the overall weak economy and the particularly difficult economic issues facing the foundry industry and manufacturing in general, the Company is closing its Kendallville Manufacturing Facility in March, 2009. Based on these factors, the Company recorded an additional depreciation charge of $1,875 during the three months ended December 31, 2008, which has been included as cost of sales in the accompanying condensed consolidated statements of operations, to adjust the useful lives of long-lived assets to be abandoned. The closure of Kendallville will result in no material severance payments to employees and the Company is currently evaluating the impact of any other exit or closure related costs.

Note 6 — Cost Reduction Actions

On November 16, 2007, the Company announced a restructuring plan to reduce costs and improve general operating efficiencies. The restructuring primarily consisted of salaried headcount reductions at the Company’s operating facilities. In connection with the restructuring plan, the Company incurred employee termination costs of $1,227, which were recognized as a charge to operations during the first quarter of fiscal 2008. The employee termination costs are presented as restructuring costs in the condensed consolidated statements of operations. During the three months ended December 31, 2007, $244 of employee termination costs were paid, with the remaining $983 recorded in accrued wages and employee benefits in the condensed consolidated balance sheet. As of December 31, 2008, all employee termination costs have been paid. A majority of the employee termination costs relate to headcount reductions in the castings segment with a small portion attributable to the forgings segment.

Note 7 — Acquisition

On August 5, 2008, the Company purchased substantially all of the assets of Morgan’s Welding, Inc. (Morgan’s), a steel fabricator located in Pennsylvania, for a cash purchase price of $4,088. In addition, the Company incurred $261 in direct costs related to the acquisition and assumed $564 of current liabilities. The purchase was financed through borrowings under Neenah’s existing amended and restated credit facility. This purchase is expected to significantly improve the Company’s ability to service customers in the municipal markets in the Northeastern United States. Goodwill of $1,437 was recorded as a result of the acquisition and will be amortized over a 15 year period for tax purposes.

The purchase has been accounted for using the purchase method of accounting and accordingly, the condensed consolidated statements of operations include the results of operations of Morgan’s since the date of acquisition. The following table summarizes the fair values of the assets and the liabilities assumed at the date of acquisition:


Accounts receivable	$	827
Inventories		561
Other current assets		13
Property, plant and equipment		1,665
Identifiable intangible assets		410
Goodwill		1,437
Current liabilities		(564	)

	$	4,349

Note 8 — Contingencies

Due to neighborhood complaints, the Company was operating the Gregg facility under the terms of an order for abatement with the California South Coast Air Quality Management District (SCAQMD). Despite being in compliance with federal and state emission laws, the order required the Company to comply with certain operating parameters in an effort to reduce odors. The order expired on September 20, 2007. On November 5, 2008, Gregg entered into a settlement agreement and release with the SCAQMD regarding outstanding notices of violation (NOV’s). As part of the settlement and release Gregg has agreed, among other things, to implement a supplemental environmental project to further reduce odorous and other emissions from the foundry at a cost of $4.7 million, and in return, all outstanding NOV’s have been discharged and Hearing Board cases dismissed.

In addition to those legal proceedings discussed in our reports to the SEC, we are involved in various claims and litigation in the normal course of business. Although the results of legal proceedings cannot be predicted with certainty, in the judgment of management, the ultimate resolution of these matters is not likely to have a material adverse effect on the Company’s consolidated financial statements.

Note 9 — Subsequent Event

On February 9, 2009, the Company’s Board of Directors approved the closure of the Company’s Gregg Industries, Inc. facility. The Company expects that the plant, which is located in El Monte, California, will continue to operate until May 2009.

Note 10 — Segment Information

The Company has two reportable segments, Castings and Forgings. The Castings segment manufactures and sells gray and ductile iron castings for the industrial and municipal markets, while the Forgings segment manufactures and sells forged components for the industrial market. The Other segment includes machining operations, steel fabricating and freight hauling.

The Company evaluates performance and allocates resources based on the operating income before depreciation and amortization charges of each segment. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in the Company’s Annual Report on Form 10-K for the year ended September 30, 2008. Intersegment sales and transfers are recorded at cost plus a share of operating profit. The following segment information is presented:


	Three months ended
	December 31,
	2008			2007
Revenues from external customers:
Castings	$	87,280		$	90,097
Forgings		8,145			8,998
Other		4,348			4,502
Elimination of intersegment revenues		(2,138	)		(2,372	)

	$	97,635		$	101,225


Net loss:
Castings	$	(11,012	)	$	(3,660	)
Forgings		(542	)		(188	)
Other		(313	)		(9	)
Elimination of intersegment loss		165			78

	$	(11,702	)	$	(3,779	)


	December 31,			September 30,
	2008			2008
Total assets:
Castings	$	440,131		$	471,509
Forgings		25,162			26,324
Other		11,762			11,187
Elimination of intersegment assets		(21,881	)		(22,521	)

	$	455,174		$	486,499

NEENAH FOUNDRY COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


	December 31,			September 30,
	2008			2008(1)
	(Unaudited)
Assets
Current assets:
Cash	$	—		$	—
Accounts receivable, net		60,167			92,489
Inventories		73,139			71,015
Refundable income taxes		7,363			7,363
Deferred income taxes		4,610			4,610
Other current assets		4,116			4,486

Total current assets		149,395			179,963

Property, plant and equipment		230,355			222,868
Less accumulated depreciation		69,134			62,628

		161,221			160,240

Deferred financing costs, net		2,886			3,000
Identifiable intangible assets, net		46,405			48,218
Goodwill		88,136			88,136
Other assets		7,131			6,942

	$	455,174		$	486,499

Liabilities and stockholder’s equity
Current liabilities:
Accounts payable	$	22,433		$	39,452
Accrued wages and employee benefits		8,702			12,525
Accrued interest		192			5,572
Accrued interest — related party		2,813			2,344
Other accrued liabilities		3,121			2,969
Current portion of long-term debt		70,131			59,683
Current portion of capital lease obligations		71			71

Total current liabilities		107,463			122,616

Long-term debt		225,000			225,000
Long-term debt — related party		75,000			75,000
Capital lease obligations		1,724			400
Deferred income taxes		23,206			29,065
Postretirement benefit obligations		8,091			8,052
Other liabilities		11,553			11,622

Total liabilities		452,037			471,755

Commitments and contingencies

Stockholder’s equity:
Common stock, par value $100 per share — 1,000 shares authorized, issued, and outstanding		100			100
Capital in excess of par value		5,973			5,878
Retained earnings (accumulated deficit)		(3,163	)		8,539
Accumulated other comprehensive income		227			227

Total stockholder’s equity		3,137			14,744

	$	455,174		$	486,499

See notes to condensed consolidated financial statements.


(1)		The balance sheet as of September 30, 2008 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.

NEENAH FOUNDRY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)
(In thousands)


	Three months ended
	December 31,
	2008			2007
Net sales	$	97,635		$	101,225
Cost of sales		95,311			87,692

Gross profit		2,324			13,533
Selling, general and administrative expenses		9,197			8,983
Restructuring costs		—			1,227
Amortization of intangible assets		1,812			1,782
Gain on disposal of equipment		—			(1	)

Total operating expenses		11,009			11,991

Operating income (loss)		(8,685	)		1,542
Interest expense		(6,340	)		(5,282	)
Interest expense — related party		(2,344	)		(2,344	)

Loss before income taxes		(17,369	)		(6,084	)
Income tax benefit		(5,667	)		(2,305	)

Net loss	$	(11,702	)	$	(3,779	)

See notes to condensed consolidated financial statements.

NEENAH FOUNDRY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)
(In thousands)


	Three months ended
	December 31,
	2008			2007
Operating activities
Net loss	$	(11,702	)	$	(3,779	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		8,448			5,915
Amortization of deferred financing costs		114			114
Stock-based compensation		95			40
Changes in operating assets and liabilities		(1,111	)		(3,005	)

Net cash used in operating activities		(4,156	)		(715	)

Investing activities
Purchase of property, plant and equipment		(6,228	)		(14,250	)

Net cash used in investing activities		(6,228	)		(14,250	)

Financing activities
Net change in revolver balance		10,448			15,016
Payments on capital lease obligations		(64	)		(51	)

Net cash provided by financing activities		10,384			14,965

Increase (decrease) in cash		—			—
Cash at beginning of period		—			—

Cash at end of period	$	—		$	—

See notes to condensed consolidated financial statements.

NEENAH FOUNDRY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
(In thousands)

Note 1 — Basis of Presentation

Neenah Foundry Company (Neenah), together with its subsidiaries (collectively, the Company), is a wholly owned subsidiary of NFC Castings, Inc., which is a wholly owned subsidiary of Neenah Enterprises, Inc. (NEI). The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2008 are not necessarily indicative of the results that may be expected for the year ending September 30, 2009. Certain reclassifications have been made to the fiscal 2008 condensed consolidated financial statements to conform to the fiscal 2009 presentation. For further information, refer to the consolidated financial statements and footnotes thereto included in Neenah’s Annual Report on Form 10-K for the year ended September 30, 2008.

Note 2 — Recent Accounting Pronouncements

in preparing financial statements that are presented in conformity with US GAAP for nongovernmental entities. The Company does not expect the adoption of SFAS 162 to have a material effect on its results of operations or financial position.

Note 3 — Inventories

The components of inventories are as follows:


	December 31,		September 30,
	2008		2008
Raw materials	$	8,765	$	9,899
Work in process and finished goods		47,101		43,901
Supplies		17,273		17,215


	$	73,139	$	71,015

Note 4 — Employee Benefit Plans

Components of Net Periodic Benefit Cost


	Pension Benefits						Postretirement Benefits
	Three months ended December 31,						Three months ended December 31,
	2008			2007			2008			2007
Service cost	$	370		$	461		$	78		$	55
Interest cost		1,095			1,097			131			81
Expected return on plan assets		(1,235	)		(1,364	)		—			—
Amortization of prior service cost (credit)		7			4			40			(13	)
Recognized net actuarial gain		(3	)		—			(50	)		(53	)

Net periodic benefit cost	$	234		$	198		$	199		$	70

Employer Contributions

Note 5 — Closure of Kendallville

Note 6 — Cost Reduction Actions

Note 7 — Acquisition


Accounts receivable	$	827
Inventories		561
Other current assets		13
Property, plant and equipment		1,665
Identifiable intangible assets		410
Goodwill		1,437
Current liabilities		(564	)

	$	4,349

Note 8 — Contingencies

Note 9 — Subsequent Event

Note 10 — Subsidiary Guarantors

The following tables present condensed consolidating financial information as of December 31, 2008 and September 30, 2008 and for the three months ended December 31, 2008 and 2007 for: (a) Neenah and (b) on a combined basis, the guarantors of the 9¹/₂% Notes due 2017 and the 12¹/₂% Notes due 2013, which include all of the wholly owned subsidiaries of Neenah (“Subsidiary Guarantors”). Separate financial statements of the Subsidiary Guarantors are not presented because the guarantors are jointly, severally, fully and unconditionally liable under the guarantees, and the Company believes separate financial statements and other disclosures regarding the Subsidiary Guarantors are not material to investors.

Condensed Consolidating Balance Sheet
December 31, 2008


				Subsidiary
	Neenah			Guarantors			Eliminations			Consolidated

Assets
Current assets:
Cash	$	(2,573	)	$	2,573		$	—		$	—
Accounts receivable, net		26,198			33,969			—			60,167
Inventories		27,250			45,889			—			73,139
Deferred income taxes		688			3,922			—			4,610
Refundable income taxes		7,363			—			—			7,363
Other current assets		1,459			2,657			—			4,116

Total current assets		60,385			89,010			—			149,395

Investments in and advances to subsidiaries		130,327			—			(130,327	)		—
Property, plant and equipment, net		96,879			64,342			—			161,221
Deferred financing costs and intangible assets, net		35,888			13,403			—			49,291
Goodwill		86,699			1,437			—			88,136
Other assets		2,397			4,734			—			7,131

	$	412,575		$	172,926		$	(130,327	)	$	455,174


Liabilities and Stockholder’s Equity
Current liabilities:
Accounts payable	$	3,606		$	18,827		$	—		$	22,433
Net intercompany payable		—			140,884			(140,884	)		—
Accrued liabilities		8,148			6,680			—			14,828
Current portion of long-term debt		70,131			71			—			70,202

Total current liabilities		81,885			166,462			(140,884	)		107,463

Long-term debt and capital lease obligations		300,000			1,724			—			301,724
Deferred income taxes		12,009			11,197			—			23,206
Postretirement benefit obligations		8,091			—			—			8,091
Other liabilities		7,453			4,100			—			11,553
Stockholder’s equity (deficit)		3,137			(10,557	)		10,557			3,137

	$	412,575		$	172,926		$	(130,327	)	$	455,174

Note 10 — Subsidiary Guarantors (continued)

Condensed Consolidating Balance Sheet
September 30, 2008


			Subsidiary
	Neenah		Guarantors			Eliminations			Consolidated

Assets
Current assets:
Cash	$	523	$	(523	)	$	—		$	—
Accounts receivable, net		47,083		45,406			—			92,489
Inventories		26,570		44,445			—			71,015
Refundable income taxes		7,363		—			—			7,363
Deferred income taxes		688		3,922			—			4,610
Other current assets		1,340		3,146			—			4,486

Total current assets		83,567		96,396			—			179,963

Investments in and advances to subsidiaries		132,206		—			(132,206	)		—
Property, plant and equipment, net		94,582		65,658			—			160,240
Deferred financing costs and intangible assets, net		37,428		13,790			—			51,218
Goodwill		86,699		1,437			—			88,136
Other assets		2,398		4,544			—			6,942

	$	436,880	$	181,825		$	(132,206	)	$	486,499


Liabilities and Stockholder’s Equity
Current liabilities:
Accounts payable	$	15,381	$	24,071		$	—		$	39,452
Net intercompany payable		—		134,274			(134,274	)		—
Accrued liabilities		13,599		9,882			—			23,481
Current portion of long-term debt		59,683		—			—			59,683

Total current liabilities		88,663		168,227			(134,274	)		122,616

Long-term debt and capital lease obligations		300,000		400			—			300,400
Deferred income taxes		17,980		11,085			—			29,065
Postretirement benefit obligations		8,052		—			—			8,052
Other liabilities		7,441		4,181			—			11,622
Stockholder’s equity (deficit)		14,744		(2,068	)		2,068			14,744

	$	436,880	$	181,825		$	(132,206	)	$	486,499

Note 10 — Subsidiary Guarantors (continued)

Condensed Consolidating Statement of Operations
Three months ended December 31, 2008


				Subsidiary
	Neenah			Guarantors			Eliminations			Consolidated

Net sales	$	43,832		$	55,232		$	(1,429	)	$	97,635
Cost of sales		40,288			56,452			(1,429	)		95,311

Gross profit (loss)		3,544			(1,220	)		—			2,324

Selling, general and administrative expenses		4,879			4,318			—			9,197
Amortization of intangible assets		1,426			386			—			1,812

Operating loss		(2,761	)		(5,924	)		—			(8,685	)

Net interest expense		(4,249	)		(4,435	)		—			(8,684	)

Loss before income taxes and equity in loss of subsidiaries		(7,010	)		(10,359	)		—			(17,369	)
Income tax benefit		(2,287	)		(3,380	)		—			(5,667	)

		(4,723	)		(6,979	)		—			(11,702	)
Equity in loss of subsidiaries		(6,979	)		—			6,979			—

Net loss	$	(11,702	)	$	(6,979	)	$	6,979		$	(11,702	)

Condensed Consolidating Statement of Operations
Three months ended December 31, 2007


				Subsidiary
	Neenah			Guarantors			Eliminations			Consolidated

Net sales	$	45,303		$	57,357		$	(1,435	)	$	101,225
Cost of sales		36,280			52,847			(1,435	)		87,692

Gross profit		9,023			4,510			—			13,533

Selling, general and administrative expenses		5,016			3,967			—			8,983
Restructuring costs		885			342			—			1,227
Amortization of intangible assets		1,427			355			—			1,782
Gain on disposal of equipment		—			(1	)		—			(1	)

Operating income (loss)		1,695			(153	)		—			1,542

Net interest expense		(3,399	)		(4,227	)		—			(7,626	)


Loss before income taxes and equity in loss of subsidiaries		(1,704	)		(4,380	)		—			(6,084	)
Income tax benefit		(646	)		(1,659	)		—			(2,305	)

		(1,058	)		(2,721	)		—			(3,779	)
Equity in loss of subsidiaries		(2,721	)		—			2,721			—

Net loss	$	(3,779	)	$	(2,721	)	$	2,721		$	(3,779	)

Note 10 — Subsidiary Guarantors (continued)

Condensed Consolidating Statement of Cash Flows
Three months ended December 31, 2008


				Subsidiary
	Neenah			Guarantors			Eliminations			Consolidated

Operating activities
Net loss	$	(11,702	)	$	(6,979	)	$	6,979		$	(11,702	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,179			5,269			—			8,448
Amortization of deferred financing costs		114			—			—			114
Stock-based compensation		95			—			—			95
Changes in operating assets and liabilities		(3,059	)		1,948			—			(1,111	)

Net cash provided by (used in) operating activities		(11,373	)		238			6,979			(4,156	)

Investing activities
Investments in and advances to subsidiaries		1,879			5,100			(6,979	)		—
Purchase of property, plant and equipment		(4,050	)		(2,178	)		—			(6,228	)

Net cash provided by (used in) investing activities		(2,171	)		2,922			(6,979	)		(6,228	)

Financing activities
Net change in revolver balance		10,448			—			—			10,448
Payments on capital lease obligations		—			(64	)		—			(64	)

Net cash provided by (used in) financing activities		10,448			(64	)		—			10,384


Increase (decrease) in cash		(3,096	)		3,096			—			—
Cash at beginning of period		523			(523	)		—			—

Cash at end of period	$	(2,573	)	$	2,573		$	—		$	—

Note 10 — Subsidiary Guarantors (continued)

Condensed Consolidating Statement of Cash Flows
Three months ended December 31, 2007


				Subsidiary
	Neenah			Guarantors			Eliminations			Consolidated

Operating activities
Net loss	$	(3,779	)	$	(2,721	)	$	2,721		$	(3,779	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		2,762			3,153			—			5,915
Amortization of deferred financing costs		114			—			—			114
Stock-based compensation		40			—			—			40
Changes in operating assets and liabilities		(3,190	)		185			—			(3,005	)

Net cash provided by (used in) operating activities		(4,053	)		617			2,721			(715	)

Investing activities
Investments in and advances to subsidiaries		574			2,147			(2,721	)		—
Purchase of property, plant and equipment		(11,068	)		(3,182	)		—			(14,250	)

Net cash used in investing activities		(10,494	)		(1,035	)		(2,721	)		(14,250	)

Financing activities
Net change in revolver balance		15,016			—			—			15,016
Payments on capital lease obligations		—			(51	)		—			(51	)

Net cash provided by (used in) financing activities		15,016			(51	)		—			14,965


Increase (decrease) in cash		469			(469	)		—			—
Cash at beginning of period		969			(969	)		—			—

Cash at end of period	$	1,438		$	(1,438	)	$	—		$	—

Note 11 — Segment Information


	Three months ended
	December 31,
	2008			2007
Revenues from external customers:
Castings	$	87,280		$	90,097
Forgings		8,145			8,998
Other		4,348			4,502
Elimination of intersegment revenues		(2,138	)		(2,372	)

	$	97,635		$	101,225


Net loss:
Castings	$	(11,012	)	$	(3,660	)
Forgings		(542	)		(188	)
Other		(313	)		(9	)
Elimination of intersegment loss		165			78

	$	(11,702	)	$	(3,779	)


	December 31,			September 30,
	2008			2008
Total assets:
Castings	$	440,131		$	471,509
Forgings		25,162			26,324
Other		11,762			11,187
Elimination of intersegment assets		(21,881	)		(22,521	)

	$	455,174		$	486,499

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

General

As used in this report, except as the context otherwise requires, the terms “NEI,” “Company,” “we,” “our,” “ours,” and “us” refers to Neenah Enterprises, Inc. and its direct and indirect subsidiaries, collectively and individually, as appropriate from the context. Except as the context otherwise requires, “Neenah” refers to our indirect subsidiary, Neenah Foundry Company, and its wholly-owned subsidiaries.

In addition to historical information, this Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this quarterly report include some “forward-looking statements” that involve risks and uncertainties that could cause our actual results to differ materially from those currently anticipated. Forward-looking statements give our current expectations or forecasts of future events. The words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions are generally intended to identify forward-looking statements. Factors that could cause our results to differ materially from current expectations include our ability to successfully amend our credit agreement to provide financial covenant relief, if necessary, and/or our ability to otherwise maintain or obtain adequate sources of liquidity; material disruptions to the major industries we serve; continued price fluctuations in the scrap metal market; increases in price or interruptions in the availability of metallurgical coke; regulatory restrictions or requirements; developments affecting the valuation or prospects of the casting and forging industries generally or our business in particular; the outcome of legal proceedings in which we are involved; changes in economic conditions affecting us, our customers and our suppliers; and other factors described or referenced in our Form 10-K for the year ended September 30, 2008 or subsequent SEC filings. You should not place undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements after the date of this document.

Recent Developments

Gregg Closure. On February 9, 2009, the Company’s Board of Directors approved the closure of the Company’s Gregg Industries, Inc. facility. The Company expects that the plant, which is located in El Monte, California, will continue to operate until May 2009. The decision to close the facility was made due to the pressures of an overall weak economy and the loss of manufacturing orders for the Gregg facility.

Deferral of Interest Payment on 12 1/2% Notes. As provided for in the December 23,2008 notice to Tontine, the holder of all of Neenah’s $75 million of 12 ¹/2% Senior Subordinated Notes due 2013 (the “12 ¹/2% notes”), the Company elected to defer the payment of 7 ¹/2% of the interest due on the 12 1/2% Notes with respect to the January 1, 2009 interest payment date (representing a deferral of an interest payment of approximately $2.8 million), as is permitted under the terms of the outstanding 12 1/2% Notes. See the description of the 12 1/2% Notes in this section under “Liquidity and Capital Resources — 12 1/2% Notes” for further information regarding the deferral of interest under the 12 1/2% Notes.

Kendallville Closure. On December 5, 2008, the Company’s Board of Directors approved the closure of the Company’s Kendallville Manufacturing Facility. The Company expects that the plant, which is located in Kendallville, Indiana, will continue to operate through early March 2009. The decision to close the facility was made due to the pressures of an overall weak economy and the particularly difficult economic issues facing the foundry industry and manufacturing in general. See Note 5 to the condensed consolidated financial statements for further information.

Tontine Intentions. On November 10, 2008, Tontine Capital Partners, L.P. (“Tontine”) announced its intention to begin to explore alternatives for the disposition of their holdings in NEI and Neenah. The timing, manner and aggregate amount of any such dispositions is unknown at this time and may have a substantial effect on the future capital structure and operations of the Company. Additionally, as discussed under Item 1A. Risk Factors in our Form 10-K for the fiscal year ended September 30, 2008, Tontine’s disposition of their holdings in NEI could result in a change of control event under the 2006 Credit Facility (as defined in “Refinancing Transactions” below), the 9 1/2% Notes and the 12 1/2% Notes. See “Risk Factors — The terms of Neenah’s debt impose restrictions on us that may affect our ability to successfully operate our business. In addition, we may violate applicable financial covenants in our debt agreements if the unused availability under our 2006 Credit Facility falls below $15.0 million” in our Form 10-K for the fiscal year ended September 30, 2008.

Order for Abatement at Gregg Facility. Due to neighborhood complaints, we were operating the Gregg facility under the terms of an order for abatement with the California South Coast Air Quality Management District (SCAQMD). Despite being in compliance with federal and state emission laws, the order required us to comply with certain SCAQMD operating parameters in an effort to reduce odors. Failure to operate within such criteria could have resulted in the SCAQMD terminating operations at the Gregg facility. The order expired on September 20, 2007. On November 5, 2008, Gregg entered into a settlement agreement and release with the SCAQMD regarding outstanding notices of violation (NOV’s). As part of the settlement and release, Gregg has agreed, among other things, to implement a supplemental environmental project to further reduce odorous and other emissions from the foundry at a cost of $4.7 million, and in return, all outstanding NOV’s have been discharged and Hearing Board cases dismissed.

New Mold Line. We recently completed the installation phase of our $54 million capital project to replace a 40-year-old mold line at the Neenah facility. This new state-of-the-art mold line is expected to significantly enhance operating efficiencies, increase capacity and provide expanded molding capabilities for the municipal and industrial product lines. Start-up operations began on schedule during the

third quarter of fiscal 2008. The second phase of the project includes enhanced core-making capabilities and the inclusion of ductile iron capacity. At December 31, 2008, we had expended $51.1 million and an additional $3.0 million of expenditures are necessary to complete the second phase of the new mold line project as of such date. We are currently monitoring the feasibility of making the remaining expenditures necessary to complete the second phase of the project in light of the current trends impacting our business.

Asset Purchase. On August 5, 2008, the Company purchased substantially all of the assets of Morgan’s Welding, Inc. (Morgan’s), a steel fabricator located in Pennsylvania, for a cash purchase price of $4.1million. In addition, the Company incurred $0.3 million in direct costs related to the acquisition and assumed $0.6 million of current liabilities. The purchase was financed through borrowings under the 2006 Credit Facility. This purchase is expected to significantly improve the Company’s ability to service customers in the municipal markets in the Northeastern United States. See Note 7 to the condensed consolidated financial statements for further information.

Increase of 2006 Credit Facility. On July 17, 2008, we received the consent and waiver of our existing lenders to increase the maximum amount of financing available under the 2006 Credit Facility from $100 million to $110 million. The increase occurred in accordance with the accordion feature in the 2006 Credit Facility.

Labor Agreement at Mercer. In June 2008, production employees at the Mercer facility agreed to a new four-year collective bargaining agreement. This new agreement expires in June 2012.

Labor Agreement at Dalton. In April 2008, production employees at the Dalton-Warsaw facility agreed to a new five-year collective bargaining agreement. This new agreement expires in April 2013.

Steel Scrap Volatility. We have experienced significant fluctuations in the cost of steel scrap used in our manufacturing process. From December 2007 to July 2008, the cost of steel scrap (measured by quoted prices for shredded steel by Iron Age publication for the Chicago market) rose $313 per ton and then decreased $218 per ton from July 2008 to September 2008. The cost of steel scrap has decreased by $136 per ton from September 2008 to December 2008. Of all the varying costs of raw materials, fluctuations in the cost of steel scrap impact our business the most. The cost for steel scrap is subject to market forces that are unpredictable and largely beyond our control, including demand by U.S. and international industries, freight costs and speculation. Although we have surcharge arrangements with our industrial customers that enable us to adjust industrial casting prices to reflect steel scrap cost fluctuations, these adjustments have historically lagged behind the current cost of steel scrap during periods of rapidly rising or falling steel scrap costs because these adjustments were generally based on average market costs for prior periods. We have made changes to our surcharge procedures with our industrial customers in an attempt to recover scrap cost increases on a more real time basis. We have historically recovered steel scrap cost increases for municipal products through periodic price increases. However, increases in steel scrap costs in fiscal 2008 forced us to institute price increases coupled with a surcharge on our municipal casting products. Our ability to recover steel scrap increases from our customers determines the extent of the adverse effect they have on our business, financial condition and results of operations.

Cost Reduction Actions. On November 16, 2007, we announced a restructuring plan intended to reduce costs and improve general operating efficiencies. The restructuring primarily consisted of salaried headcount reductions at the Company’s operating facilities. In connection with the restructuring plan, the Company incurred employee termination costs of $1.2 million, on a pretax basis, which were recognized as a charge to operations during the first quarter of fiscal 2008. See Note 6 to the condensed consolidated financial statements for further information.

Results of Operations

The following discussions compare the results of operations of the Company for the three months ended December 31, 2008, to the results of the operations of the Company for the three months ended December 31, 2007.

Three months ended December 31, 2008 and 2007

Net sales. Net sales for the three months ended December 31, 2008 were $97.6 million, which were $3.6 million or 3.5% lower than the quarter ended December 31, 2007. The decrease was primarily the result of a 13.7% decrease in volume, as measured in tons sold. The loss in volume was partially offset by surcharge and price increases as a result of higher metal costs being passed through to the customer. Sales to the construction and agriculture equipment market were up approximately $3.9 million in the first quarter of fiscal 2009 from the first quarter of fiscal 2008. Sales of heavy-duty truck products were down approximately $5.1 million in the first quarter of fiscal 2009 from the first quarter of fiscal 2008. Sales to heating, ventilation and air conditioning (HVAC) customers were down approximately $1.1 million in the first quarter of fiscal 2009 from the first quarter of fiscal 2008. Sales of municipal products were down approximately $0.6 million in the first quarter of fiscal 2009 from the first quarter of fiscal 2008. Sales to other markets were down approximately $0.7 million in the first quarter of fiscal 2009 from the first quarter of fiscal 2008.

Cost of sales. Cost of sales for the three months ended December 31, 2008 were $95.3 million, an increase of $7.6 million, or 8.7%, as compared to the quarter ended December 31, 2007. Cost of sales as a percentage of net sales increased to 97.6% for the three months ended December 31, 2008 from 86.7% for the three months ended December 31, 2007. The increase is a result of an additional depreciation charge of $1.9 million to adjust the useful lives of long lived assets at our Kendallville Manufacturing Facility, as discussed in Note 5 of the Notes to Condensed Consolidated Financial Statements in Item 1 above, along with an approximately 20% increase in raw material unit costs, principally in the price of steel scrap, and the inability to spread fixed manufacturing costs over additional inventory due to lower production levels.

Gross profit. Gross profit for the three months ended December 31, 2008 was $2.3 million, a decrease of $11.2 million, or 82.8%, as compared to the quarter ended December 31, 2007. Gross profit as a percentage of net sales decreased to 2.4% for the three months ended December 31, 2008 from 13.3% for the three months ended December 31, 2007, as a result of the additional depreciation charge, increased raw material costs and a decreased ability to absorb fixed costs due to lower production levels as discussed above.

Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended December 31, 2008 were $9.2 million, an increase of $0.2 million, or 2.2%, as compared to the quarter ended December 31, 2007. Selling, general and administrative expenses as a percentage of net sales increased to 9.4% for the quarter ended December 31, 2008 from 8.9% for the quarter ended December 31, 2007. The increase was due to AQMD expenses incurred at Gregg and the inclusion of Morgan’s operations.

Restructuring costs. The Company recorded $1.2 million of restructuring costs during the three months ended December 31, 2007. These costs consisted of employee termination costs incurred as a result of salaried headcount reductions at the Company’s operating facilities.

Amortization of intangible assets. Amortization of intangible assets was $1.8 million for the three months ended December 31, 2008 and 2007.

Operating income (loss). Operating loss was $8.7 million for the three months ended December 31, 2008, a decrease of $10.2 million from an operating income of $1.5 million for the quarter ended December 31, 2007. As a percentage of net sales, the operating loss was 8.9% for the three months ended December 31, 2008 compared to operating income of 1.5% for the three months ended December 31, 2007. The decrease in operating income was a result of reduced sales volumes, increased raw material costs, and the additional depreciation related to long-lived assets at the Kendallville Manufacturing Facility.

Net interest expense. Net interest expense was $8.7 million for the three months ended December 31, 2008 compared to $7.6 million for the quarter ended December 31, 2007. The increase in interest expense was the result of the increased level of borrowing on the revolving line of credit.

Income tax provision. The effective tax rate for the three months ended December 31, 2008 and 2007 was 32.6% and 37.9%, respectively. The decrease in the effective tax rate is primarily due to the recording of a valuation allowance on state tax net operating loss carry forwards.

Liquidity and Capital Resources

Refinancing Transactions. On December 29, 2006, we repaid our outstanding indebtedness under Neenah’s then existing credit facility, repurchased all $133.1 million of Neenah’s outstanding 11% Senior Secured Notes due 2010 through an issuer tender offer, retired $75 million of Neenah’s outstanding 13% Senior Subordinated Notes due 2013 (the “13% Notes”) by exchanging them for $75 million of new 12 1/2% Senior Subordinated Notes due 2013 (the “12 1/2% Notes”) in a private transaction, and called for redemption all $25 million of Neenah’s 13% Notes that remained outstanding after the exchange for 12 1/2% Notes. Those remaining 13% Notes were redeemed on February 2, 2007. To fund these payments and to provide cash for our capital expenditures, ongoing working capital requirements and general corporate purposes, Neenah (a) issued $225 million of new 9 1/2% Senior Secured Notes due 2017 (the “9 1/2% Notes”) and the $75 million of 12 1/2% Notes and (b) entered into an amended and restated credit facility (the “2006 Credit Facility”) providing for borrowings in an amount of up to $100 million. The 9 1/2% Notes were initially issued in a private offering that was not registered under the Securities Act, and were subsequently registered pursuant to an exchange offer in which the unregistered notes were exchanged for freely transferable notes. That exchange offer was completed on April 18, 2007. We refer to these actions collectively as the “Refinancing Transactions.”

As of December 31, 2008, our outstanding indebtedness consisted of Neenah’s $225.0 million of outstanding 9¹/₂% Notes, $1.8 million of capital lease obligations, Neenah’s $75.0 million of outstanding 12¹/₂% Notes, and $70.1 million of borrowings outstanding under Neenah’s 2006 Credit Facility. Our primary sources of liquidity in the future will be cash flow from operations and borrowings under Neenah’s 2006 Credit Facility. We expect that ongoing requirements for debt service, capital expenditures, including the remaining expenditures for Neenah’s new mold line, and other operating needs will be funded from these sources of funds.

2006 Credit Facility. As expanded by the utilization of the $10 million “accordion provision” in July 2008, the 2006 Credit Facility provides for borrowings in an amount up to $110.0 million and matures on December 31, 2011. Outstanding borrowings bear interest at rates based on the lenders’ Base Rate, as defined in the 2006 Credit Facility, or, if Neenah so elects, at an adjusted rate based on LIBOR. Availability under the 2006 Credit Facility is subject to customary conditions and is limited by our borrowing base determined by the amount of our accounts receivable, inventories and casting patterns and core boxes. Amounts under the 2006 Credit Facility may be borrowed, repaid and reborrowed subject to the terms of the facility.

Most of Neenah’s wholly owned subsidiaries are co-borrowers under the 2006 Credit Facility and are jointly and severally liable with Neenah for all obligations under the 2006 Credit Facility, subject to customary exceptions for transactions of this type. In addition, NFC Castings, Inc. (“NFC”), NEI’s immediate subsidiary, and Neenah’s remaining wholly owned subsidiaries jointly, fully, severally and unconditionally guarantee the borrowers’ obligations under the 2006 Credit Facility, subject to customary exceptions for transactions of this type. The borrowers’ and guarantors’ obligations under the 2006 Credit Facility are secured by first priority liens, subject to customary restrictions, on Neenah’s and the guarantors’ accounts receivable, inventories, casting patterns and core boxes, business interruption insurance policies, certain inter-company loans, cash and deposit accounts and related assets, subject to certain exceptions, and any proceeds of the foregoing, and by second priority liens (junior to the liens securing the 9¹/₂% Notes) on substantially all of our and the guarantors’ remaining assets. The 9¹/₂% Notes discussed below, and the guarantees in respect thereof, are equal in right of payment to the 2006 Credit Facility, and the guarantees in respect thereof.

The 2006 Credit Facility requires Neenah to prepay outstanding principal amounts upon certain asset sales, upon certain equity offerings, and under certain other circumstances. It also requires us to observe certain customary conditions, affirmative covenants and negative covenants including “springing” financial covenants that require us to satisfy a trailing four quarter minimum interest coverage ratio of 2.0x (through the fiscal quarter ended December 31, 2008) or a trailing four quarter minimum fixed charge coverage ratio of 1.0x (commencing with the fiscal quarter ending March 31, 2009) if our unused availability is less than $15.0 million for any period of three consecutive business days during a fiscal quarter. As of December 31, 2008, our borrowing base was $94.2 million and outstanding borrowings were $70.1 million. Therefore, our unused availability was $24.1 million, or $9.1 million in excess of the $15.0 million threshold, and it did not fall below $15.0 million at any time during the quarter then ended; consequently, the minimum interest coverage ratio was not applicable. However, had we been required to calculate the minimum interest coverage ratio for the twelve month period ended December 31, 2008, we would have not satisfied the required ratio. At December 31, 2008, Neenah was in compliance with applicable bank covenants. Non-compliance with the covenants could result in the requirement to immediately repay all amounts outstanding under the 2006 Credit Facility and cause a cross default under our outstanding notes, which could have a material adverse effect on our results of operations, financial position and cash flow. The 2006 Credit Facility also contains events of default customary for these types of facilities, including, without limitation, payment defaults, material misrepresentations, covenant defaults, bankruptcy and certain changes of ownership or control of us, Neenah, or NFC. We are prohibited from paying dividends, with certain limited exceptions, and are restricted to a maximum yearly stock repurchase of $1.0 million.

9¹/₂% Notes. The $225.0 million of outstanding 9¹/₂% Notes mature on January 1, 2017. The 9¹/₂% Notes are fully and unconditionally guaranteed by Neenah’s existing and certain future direct and indirect wholly-owned domestic restricted subsidiaries. The 9¹/₂% Notes and the guarantees are secured by first-priority liens on substantially all of Neenah’s and the guarantors’ assets (other than accounts receivable, inventory, casting patterns and core boxes, business interruption insurance policies, certain inter-company loans, cash and deposit accounts and related assets, subject to certain exceptions, and any proceeds of the foregoing) and by second-priority liens, junior to the liens for the benefit of the lenders under the 2006 Credit Facility, on Neenah’s and the guarantors’ accounts receivable, inventories, casting patterns and

core boxes, business interruption insurance policies, certain inter-company loans, cash and deposit accounts and related assets, subject to certain exceptions, and any proceeds of the foregoing. Interest on the 9¹/₂% Notes is payable on a semi-annual basis. Subject to the restrictions in the 2006 Credit Facility, the 9¹/₂% Notes are redeemable at our option in whole or in part at any time on or after January 1, 2012, at the redemption price specified in the indenture governing the 9¹/₂% Notes (104.750% of the principal amount redeemed beginning January 1, 2012, 103.167% beginning January 1, 2013, 101.583% beginning January 1, 2014 and 100.000% beginning January 1, 2015 and thereafter), plus accrued and unpaid interest up to the redemption date. Subject to certain conditions, until January 1, 2010, we also have the right to redeem up to 35% of the 9¹/₂% Notes with the proceeds of one or more equity offerings at a redemption price equal to 109.500% of the face amount thereof plus accrued and unpaid interest. Upon the occurrence of a “change of control” as defined in the indenture governing the notes, Neenah is required to make an offer to purchase the 9¹/₂% Notes at 101.000% of the outstanding principal amount thereof, plus accrued and unpaid interest up to the purchase date. The 9¹/₂% Notes contain customary covenants typical to this type of financing, such as limitations on (1) indebtedness, (2) restricted payments, (3) liens, (4) distributions from restricted subsidiaries, (5) sale of assets, (6) affiliate transactions, (7) mergers and consolidations and (8) lines of business. The 9¹/₂% Notes also contain customary events of default typical to this type of financing, such as (1) failure to pay principal and/or interest when due, (2) failure to observe covenants, (3) certain events of bankruptcy, (4) the rendering of certain judgments or (5) the loss of any guarantee.

12¹/₂% Notes. The $75.0 million of Neenah’s outstanding 12¹/₂% Notes mature on September 30, 2013. The 12¹/₂% Notes were issued to Tontine Capital Partners, L.P. (“Tontine”) in exchange for an equal principal amount of Neenah’s 13% Notes that were then held by Tontine. The obligations under the 12¹/₂% Notes are senior to Neenah’s subordinated unsecured indebtedness, if any, and are subordinate to the 2006 Credit Facility and the 9¹/₂% Notes. Interest on the 12¹/₂% Notes is payable on a semi-annual basis. Not less than five percent (500 basis points) of the interest on the 12¹/₂% Notes must be paid in cash and the remainder (up to 7¹/₂% or 750 basis points) of the interest may be deferred at our option. We must pay interest on any interest so deferred at a rate of 12¹/₂% per annum. Neenah elected to defer the payment of 7¹/₂% of the interest due on the 12¹/₂% Notes with respect to the January 1, 2009 interest payment date (representing a deferral of an interest payment of approximately $2.8 million). Neenah’s obligations under the 12¹/₂% Notes are guaranteed on an unsecured basis by each of Neenah’s wholly owned subsidiaries. Subject to the restrictions in the 2006 Credit Facility and in the indenture for the 9¹/₂%Notes, the 12¹/₂% Notes are redeemable at our option in whole or in part at any time, with not less than 30 days nor more than 60 days notice, at 100.000% of the principal amount thereof, plus accrued and unpaid interest up to the redemption date. Upon the occurrence of a “change of control,” Neenah is required to make an offer to purchase the 12¹/₂% Notes at 101.000% of the outstanding principal amount thereof, plus accrued and unpaid interest up to the purchase date. The 12¹/₂% Notes contain customary covenants typical to this type of financing, such as limitations on (1) indebtedness, (2) restricted payments, (3) liens, (4) distributions from restricted subsidiaries, (5) sale of assets, (6) affiliate transactions, (7) mergers and consolidations and (8) lines of business. The 12¹/₂% Notes also contain customary events of default typical to this type of financing, such as, (1) failure to pay principal and/or interest when due, (2) failure to observe covenants, (3) certain events of bankruptcy, (4) the rendering of certain judgments or (5) the loss of any guarantee.

Under the capital structure resulting from the Refinancing Transactions, we currently have no principal amortization requirements. We have been using cash flow from operations and a portion of our unused availability under the 2006 Credit Facility to fund the new mold line described above under “Recent Developments.”

For the three months ended December 31, 2008 and December 31, 2007, capital expenditures were $6.2 million and $14.3 million, respectively. The decreased level of capital expenditures for the three months ended December 31, 2008 results from reduced expenditures necessary for the new mold line at the Neenah location described above under “Recent Developments.” Capital expenditures for the new mold line were $1.8 million for the three months ended December 31, 2008 compared to $9.9 million (including capitalized interest of $0.6 million) for the three months ended December 31, 2007. The remaining capital expenditures are normal expenditures necessary to maintain facilities and operations.

Our primary sources of liquidity are cash flow from operations and borrowings under Neenah’s 2006 Credit Facility. At December 31, 2008, we had $70.1 million outstanding under the 2006 Credit Facility and had unused availability of $24.1 million. As noted above, in July, 2008 our maximum availability under the 2006 Credit Facility was increased by $10 million. Net cash used in operating activities during the three months ended December 31, 2008 was $4.2 million, an increase of $3.5 million from net cash of $0.7 million used in operating activities during the three months ended December 31, 2007. Operating cash flows for the three months ended December 31, 2008 are not necessarily indicative of the operating cash flows that may be expected for the remainder of fiscal 2009, due to the seasonality of our business.

Future Capital Needs. We are significantly leveraged. Our ability to meet debt obligations will depend upon future operating performance which will be affected by many factors, some of which are beyond our control. Based on our current level of operations, we anticipate that our operating cash flows, a tax refund of $7.1 million received in January 2009, and borrowings under the 2006 Credit Facility will be sufficient to fund anticipated operational investments, including working capital and capital expenditure needs, for at least the next twelve months. However, our ability to comply with applicable covenants and requirements contained in our debt agreements may be affected by events beyond our control, such as prevailing economic conditions and changes in regulations, and if such events occur, we cannot be sure that we will be able to comply. The recent trends impacting our performance, including a decline in our sales volumes in all markets, and the overall decline in the credit markets and ensuing economic uncertainty have put additional pressure on our ability to maintain unused availability in excess of $15.0 million on the 2006 Credit Facility as well as meet the relevant financial covenant, if applicable. These downward trends are expected to continue to adversely affect our financial results for the remainder of fiscal 2009. Depending on the severity, duration and timing of the impact of these trends, we may need to modify certain provisions of the 2006 Credit Facility relating to

calculations of availability under the facility and the potential applicability of the relevant financial covenant under the 2006 Credit Facility, or seek to obtain a waiver of, or amend our financial covenants in the near future. A breach of these covenants could result in a default under the indenture governing the 9 ¹/2% Notes, under the 12 ¹/2% Notes and/or the 2006 Credit Facility. If there were an event of default under the indenture for the 9 ¹/2% Notes, under the 12 ¹/2% Notes and/or the 2006 Credit Facility, holders of such defaulted debt could cause all amounts borrowed under these instruments to be due and payable immediately and the lenders under the 2006 Credit Facility could terminate their commitments to lend. If we are unable to service our debt requirements as they become due or if we are unable to maintain ongoing compliance with applicable covenants, we may be forced to adopt alternative strategies that may include reducing or delaying capital expenditures, selling assets, restructuring or refinancing indebtedness or seeking additional equity capital. There can be no assurances that any of these strategies could be effected on satisfactory terms, if at all.

Off-Balance Sheet Arrangements

None.

Contractual Obligations

The following table includes the Company’s significant contractual obligations at December 31, 2008 (in millions):


			Less Than						More Than
	Total		1 year		1-3 Years		3-5 Years		5 Years
Long-term debt	$	300.0	$	—	$	—	$	75.0	$	225.0
Interest on long-term debt		218.3		33.6		61.5		59.1		64.1
Revolving line of credit		70.1		70.1		—		—		—
Interest and fees on revolving line of credit		1.7		1.7		—		—		—
Capital leases		1.8		0.1		0.6		0.6		0.5
Operating leases		4.7		1.7		2.1		0.7		0.2
New mold line commitments		3.0		3.0		—		—		—

Total contractual obligations	$	599.6	$	110.2	$	64.2	$	135.4	$	289.8

As of December 31, 2008, the Company had no material purchase obligations other than those arising in the ordinary course of business related to inventories and property, plant and equipment, which generally have terms of less than 90 days. The Company also has long-term obligations related to its pension and post-retirement plans which are discussed in detail in Note 11 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended September 30, 2008. For the three months ended December 31, 2008, $0.4 million of contributions have been made to the Company’s pension plans. The Company presently anticipates contributing an additional $1.6 million to fund its pension plans in fiscal 2009 for a total of $2.0 million. Post-retirement medical claims are paid as they are submitted and are anticipated to be $0.8 million in fiscal 2009.

Critical Accounting Estimates

There have been no changes in critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2008.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk related to changes in interest rates. We do not use derivative financial instruments for speculative or trading purposes.

Interest Rate Sensitivity. Although the 9¹/₂% Notes and the 12¹/₂% Notes are subject to fixed interest rates, the Company’s earnings are affected by changes in short-term interest rates as a result of its borrowings under the 2006 Credit Facility. As of December 31, 2008, the Company had $70.1 million outstanding under the 2006 Credit Facility. If market interest rates for such borrowings change by 1% during the remainder of the fiscal year ending September 30, 2009, the Company’s interest expense would increase or decrease by approximately $0.5 million. This analysis does not consider the effects of changes in the level of overall economic activity that could occur due to interest rate changes. Further, in the event of an upward change of such magnitude, management could take actions to further mitigate its exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in the Company’s financial structure.

Item 4T. Controls and Procedures

Disclosure Control and Procedures. NEI’s and Neenah’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, have evaluated the effectiveness of NEI’s and Neenah’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon such evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of such period, NEI’s and Neenah’s disclosure controls and procedures are effective (i) in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by NEI and Neenah in the reports that NEI and Neenah file or submit under the Exchange Act and (ii) to ensure that information required to be disclosed in the reports that NEI and Neenah file or submit under the Exchange Act is accumulated and communicated to NEI’s and Neenah’s management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting. There have not been any changes in NEI’s and Neenah’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, NEI’s and Neenah’s internal control over financial reporting.

NEENAH ENTERPRISES, INC.
NEENAH FOUNDRY COMPANY

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The following should be read in conjunction with Item 3. “Legal Proceedings” in Part I of our 2008 Annual Report on Form 10-K.

See “Recent Developments—Order for Abatement at Gregg Facility” under Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I of this report, which is incorporated herein by reference.

From June to October, 2008, Dalton received three Notices of Violation (NOV’s) from the Indiana Department of Environmental Management (IDEM). One of the NOV’s related to monitoring and recordkeeping deviations in Title V air permit requirements and the other two NOV’s related to alleged violations at Dalton’s restricted waste landfill sites. Dalton is working with IDEM to resolve the NOV’s. The Company has accrued $0.3 million at December 31, 2008 for possible penalties and other costs related to the NOV’s.

Fox River Cleanup Matter. Certain areas of the Lower Fox River System in Wisconsin have been designated for remedial activities under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) due to PCB contamination. Neenah operates a facility near this area. With respect to the Fox River PCB site, Appleton Papers Inc. (“API”) and NCR Corporation (“NCR”) commenced an action in U.S. District Court for the Eastern District of Wisconsin on January 7, 2008 seeking to allocate among all responsible parties the equitable shares of response costs and natural resources damages associated with the environmental contamination of the Fox River. API and NCR indicated that they believe that other parties, including Neenah, should participate in the funding of this work because they allegedly contributed to the environmental contamination and are responsible parties. Accordingly, in a letter dated March 12, 2008, API and NCR notified Neenah that they were thereby terminating the 2004 tolling and standstill agreement among Neenah, NCR, API, and Arjo Wiggins Appleton Ltd., with the intent of adding Neenah as a party to the referenced litigation. On April 14, 2008, Neenah was served with a third amended complaint and joined as a defendant in the pending lawsuit brought by plaintiffs API and NCR. Plaintiffs make claims against Neenah (and other defendants) for response costs allegedly incurred by plaintiffs, contribution, and declaratory relief. Various case management dates have been set through December, 2009. The Company asserted factual and legal defenses to these claims, and the Company has filed counterclaims against plaintiffs for breach of contract (tolling agreement) and for common law and statutory contribution and indemnity. The Company is also exploring the possibility of reimbursement of certain expenses and defense costs incurred relating to the case from its liability insurance carriers. There have been no amounts accrued for potential liability in this case as of December 31, 2008.

Item 4. Submission of Matters to a Vote of Security Holders

Neenah Enterprises, Inc. held its Annual Meeting of Stockholders on January 28, 2009. A quorum was present at the Annual Meeting, with 13,378,659 shares out of a total of 14,625,326 shares entitled to cast votes represented in person or by proxy at the meeting. Two proposals were submitted to stockholders at the meeting.

Proposal 1: To elect seven directors for terms expiring at the 2010 Annual Meeting of NEI Stockholders.

The stockholders voted to elect the seven directors nominated by the board of directors to serve as directors until the 2010 Annual Meeting of NEI Stockholders and until their respective successors are duly elected and qualified. The results of the vote are as follows:


	For		Withheld From
William M. Barrett		13,372,576		6,083

Albert E. Ferrara, Jr.		13,313,934		64,725

David B. Gendell		13,262,592		116,067

Stephen E.K. Graham		13,284,523		94,136

Joseph V. Lash		13,058,324		320,335

Jeffrey G. Marshall		13,284,523		94,136

Robert E. Ostendorf, Jr.		13,262,413		116,246

As previously reported in the Company’s Form 8-K filed on February 6, 2009 with the Securities and Exchange Commission, on February 3, 2009, William Barrett resigned as Chairman of the Board and as a director of NEI and all of NEI’s subsidiaries including Neenah

Foundry Company. On February 3, 2009, the Board of Directors appointed Joseph M. Cerulli as a director to fill the vacancy created by Mr. Barrett’s resignation.

The directors of NEI are also the directors of Neenah Foundry Company.

Proposal 2: The ratification of Ernst & Young LLP as the independent registered public accounting firm for the 2009 fiscal year.

The stockholders voted to ratify Ernst & Young LLP as the independent registered public accounting firm for the 2009 fiscal year. The results of the vote are as follows:


For			13,378,659
Against			—
Abstentions			—
Broker Non-Votes			—

Item 6. Exhibits

(a) Exhibits

See the Exhibit Index following the signature page of this report, which is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.


	NEENAH ENTERPRISES, INC. NEENAH FOUNDRY COMPANY
DATE: February 12, 2009	/s/ Jeffrey S. Jenkins
	Jeffrey S. Jenkins
	Corporate Vice President — Finance and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

Exhibit Index
to
Quarterly Report on Form 10-Q
For the Quarter Ended December 31, 2008


Exhibit No.	Description	Incorporated Herein by Reference to	Filed Herewith
31.1	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		X

31.2	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		X

31.3	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		X

31.4	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		X

32.1	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		X

32.2	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

EX-31.1 2 c49368exv31w1.htm EX-31.1 exv31w1

Exhibit 31.1

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

I, Robert E. Ostendorf, Jr., President and Chief Executive Officer of Neenah Enterprises, Inc., certify that:

	1.		I have reviewed this report on Form 10-Q of Neenah Enterprises, Inc;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)		Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATE: February 12, 2009


		/s/ Robert E. Ostendorf, Jr.
		Robert E. Ostendorf, Jr.
		President and Chief Executive Officer

EX-31.2 3 c49368exv31w2.htm EX-31.2 exv31w2

Exhibit 31.2

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

I, Jeffrey S. Jenkins, Corporate Vice President — Finance and Chief Financial Officer of Neenah Enterprises, Inc., certify that:

	1.		I have reviewed this report on Form 10-Q of Neenah Enterprises, Inc.

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)		Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATE: February 12, 2009


		/s/ Jeffrey S. Jenkins
		Jeffrey S. Jenkins
		Corporate Vice President — Finance
		and Chief Financial Officer

EX-31.3 4 c49368exv31w3.htm EX-31.3 exv31w3

Exhibit 31.3

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

I, Robert E. Ostendorf, Jr., President and Chief Executive Officer of Neenah Foundry Company, certify that:

	1.		I have reviewed this report on Form 10-Q of Neenah Foundry Company;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)		Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATE: February 12, 2009


		/s/ Robert E. Ostendorf, Jr.
		Robert E. Ostendorf, Jr.
		President and Chief Executive Officer

EX-31.4 5 c49368exv31w4.htm EX-31.4 exv31w4

Exhibit 31.4

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

I, Jeffrey S. Jenkins, Corporate Vice President — Finance and Chief Financial Officer of Neenah Foundry Company, certify that:

	1.		I have reviewed this report on Form 10-Q of Neenah Foundry Company;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)		Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATE: February 12, 2009


		/s/ Jeffrey S. Jenkins
		Jeffrey S. Jenkins
		Corporate Vice President — Finance
		and Chief Financial Officer

EX-32.1 6 c49368exv32w1.htm EX-32.1 exv32w1

Exhibit 32.1

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

Solely for the purposes of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned President and Chief Executive Officer, and Corporate Vice President — Finance and Chief Financial Officer of Neenah Enterprises, Inc. (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended December 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

DATE: February 12, 2009


		/s/Robert E. Ostendorf, Jr.
		Robert E. Ostendorf, Jr.
		President and Chief Executive Officer

		/s/ Jeffrey S. Jenkins

		Jeffrey S. Jenkins
		Corporate Vice President — Finance
		and Chief Financial Officer

EX-32.2 7 c49368exv32w2.htm EX-32.2 exv32w2

Exhibit 32.2

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

Solely for the purposes of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned President and Chief Executive Officer, and Corporate Vice President — Finance and Chief Financial Officer of Neenah Foundry Company (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended December 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

DATE: February 12, 2009


		/s/ Robert E. Ostendorf, Jr.
		Robert E. Ostendorf, Jr.
		President and Chief Executive Officer

		/s/ Jeffrey S. Jenkins

		Jeffrey S. Jenkins
		Corporate Vice President — Finance
		and Chief Financial Officer

-----END PRIVACY-ENHANCED MESSAGE-----

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