<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER 333-51857
- --------------------------------------------------------------------------------
PLAINWELL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 38-3391489
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1270 NORTHLAND DRIVE, SUITE 300
MINNEAPOLIS, MINNESOTA 55120
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 651-365-3100
NOT APPLICABLE
(FORMER NAME, FORMER ADDRESS, AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT)
- --------------------------------------------------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of May 8, 2000: 500 shares, $1 par value Common Stock
outstanding.
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PLAINWELL INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Statements of Operations for the three months
ended March 31, 2000 and 1999 4
Condensed Balance Sheets at March 31, 2000 and December 31, 1999 5
Condensed Statements of Cash Flows for the three months ended March 31, 2000 and 1999 6
Notes to Condensed Financial Statements - March 31, 2000 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 17
Exhibit Index 18
</TABLE>
2
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PART I
ITEM 1. FINANCIAL STATEMENTS
The financial information included in this quarterly report has been prepared in
conformity with the accounting principles and practices reflected in the
financial statements included in the annual report on Form 10-K filed with the
Securities and Exchange Commission for the year ended December 31, 1999 (1999
Form 10-K). These quarterly financial statements should be read in conjunction
with the financial statements and the notes thereto included in the 1999 Form
10-K. The accompanying financial information, which is unaudited, reflects all
adjustments, which are, in the opinion of management, necessary for a fair
statement of the results of the interim periods presented.
The condensed balance sheet as of December 31, 1999 was derived from the audited
financial statements in the Company's 1999 Form 10-K, but does not include all
the information and footnotes required by generally accepted accounting
principles for complete financial statements.
Reported interim results of operations are based in part on estimates which may
be subject to year-end adjustments. In addition, these quarterly results of
operations are not necessarily indicative of those expected for the year.
3
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PLAINWELL INC.
CONDENSED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------
2000 1999
------------- ------------
<S> <C> <C>
Net sales $ 53,259 $ 52,124
Cost of sales 51,406 46,133
------------ -----------
Gross profit 1,853 5,991
Selling, general and
administrative expenses 4,776 4,722
------------ -----------
Operating income (loss) (2,923) 1,269
Interest expense 4,546 4,000
------------ -----------
Loss before taxes (7,469) (2,731)
Income tax benefit (500) (741)
------------ -----------
Net loss $ (6,969) $ (1,990)
============ ===========
</TABLE>
See accompanying notes to condensed financial statements.
4
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PLAINWELL INC.
CONDENSED BALANCE SHEETS
(Thousands of Dollars, Except Share Amounts)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------------- -----------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,369 $ 2,961
Accounts receivable, net 22,745 21,745
Receivables due from affiliates 1,624 4,008
Inventories 31,120 32,008
Other 2,109 1,918
------------------- -----------------------
Total current assets 59,967 62,640
Property, plant and equipment 162,072 159,029
Accumulated depreciation (27,655) (24,134)
------------------- -----------------------
Net property, plant and equipment 134,417 134,895
Other Assets 32,892 32,600
------------------- -----------------------
Total assets $ 227,276 $ 230,135
=================== =======================
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 21,984 $ 18,899
Payables due to affiliates 1,063 -
Borrowing under revolving line of credit (Note 3) 27,940 23,467
Accrued liabilities 12,464 17,142
------------------- -----------------------
Total current liabilities 63,451 59,508
Long-term debt 152,300 152,300
Other long-term liabilities 12,399 12,232
Commitments and Contingencies (Notes 4 and 5)
Stockholder's equity (deficit):
Common stock $1 par value, authorized 1,000
shares, issued and outstanding 500 shares 1 1
Paid-in capital 24,319 24,319
Accumulated deficit (25,194) (18,225)
------------------- -----------------------
Total stockholder's equity (deficit) (874) 6,095
------------------- -----------------------
Total liabilities and stockholder's equity (deficit) $ 227,276 $ 230,135
================== ======================
</TABLE>
See accompanying notes to condensed financial statements.
5
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PLAINWELL INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended,
March 31,
----------------------------------
2000 1999
------------- -------------
<S> <C> <C>
Operating activities:
Net loss $ (6,969) $ (1,990)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 3,520 3,115
Amortization of deferred finance costs 325 289
Deferred income taxes - (741)
Change in operating assets and liabilities: 1,101 (5,223)
------------- -------------
Net cash used in operating activities (2,023) (4,550)
------------- -------------
Investing activities:
Capital expenditures (3,042) (1,373)
------------- -------------
Net cash used in investing activities (3,042) (1,373)
------------- -------------
Financing activities:
Net borrowings of credit facility 4,473 9,512
Dividends paid - (4,000)
------------- -------------
Net cash provided by financing activities 4,473 5,512
------------- -------------
Decrease in cash and cash equivalents (592) (411)
Cash and cash equivalents at beginning of period 2,961 1,846
------------- -------------
Cash and cash equivalents at end of period $ 2,369 $ 1,435
============= =============
</TABLE>
See accompanying notes to condensed financial statements.
6
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PLAINWELL INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000
NOTE 1. BASIS OF PRESENTATION
PLAINWELL INC. (the "Company") is a leading U.S. producer and marketer of value
added paper products for niche markets within the paper industry. The Company
conducts its business through two divisions: the Consumer Products Division,
which produces private label consumer tissue products such as bath tissue, paper
towels, napkins and facial tissue and the Specialty Paper Division, which
produces premium coated and uncoated printing papers and release and other
technical/specialty papers.
The Company is a wholly owned subsidiary of Plainwell Holding Company
("Holdings"). Holdings and four affiliated entities, Shasta Holding Company,
Inc., Shasta Paper Company, Plainwell Memphis Holding Company and Plainwell
Tissue-Memphis, Inc. are wholly owned subsidiaries, directly or indirectly, of
Plainwell Shasta Holdings, Inc. (the "Parent").
The Company's financial statements include the accounts of the Specialty Paper
Division and Consumer Products Division. All significant intercompany
transactions have been eliminated.
Certain amounts in the 1999 financial statements have been reclassified to
conform to the 2000 presentation.
The accompanying unaudited condensed financial statements have been prepared in
accordance with 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 notes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting only of adjustments of a
normal and recurring nature) considered necessary for a fair presentation of the
financial position and results of operations have been included. Operating
results for the three months ended March 31, 2000 are not necessarily indicative
of the results that might be expected for the year ending December 31, 2000.
For further information, refer to the financial statements and footnotes for the
year ended December 31, 1999 included in the Company's Report on Form 10-K,
filed April 12, 2000.
7
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PLAINWELL INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2. INVENTORIES
Inventories consist of the following (in thousands of dollars):
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
------------------------ ------------------------
<S> <C> <C>
Paper mill fiber $ 5,182 $ 3,675
Work -in -progress 5,056 5,318
Finished goods 19,817 19,842
Chemicals and other 1,065 3,173
------- -------
Total $31,120 $32,008
======= =======
</TABLE>
NOTE 3. REVOLVING LINE OF CREDIT
In November 1999, the Company entered into a loan and security agreement with
Congress Financial Corporation (the "Credit Facility"). The Credit Facility has
a three-year term and provides for a maximum aggregate credit amount of $55
million, including revolving loans and standby letter of credit guarantees. At
March 31, 2000, unused available borrowings under the revolving credit portion
of the Credit Facility were $4.9 million. Congress Financial Corporation also
provides a $25 million credit facility to Shasta. Shasta guarantees the
Company's Credit Facility. The Company believes that Shasta has the ability and
intent to advance funds to the Company if additional funds are necessary.
Pursuant to the original terms of the Credit Facility, the Company was required
to maintain a minimum net worth (as defined) of $8.0 million if the borrowing
availability (as defined) under the Credit Facility fell below $10.0 million. At
December 31, 1999 and for the three months ended March 31, 2000, the Company was
not in compliance with the minimum net worth covenant. The Company received a
waiver for the violation of this covenant and on April 12, 2000, an amendment to
the Credit Facility was executed to modify the minimum net worth covenant,
whereby the minimum net worth covenant is measured on a monthly basis in 2000.
The Company was in compliance with the amended minimum net worth covenant at
April 30, 2000. The Credit Facility contains a subjective acceleration clause
and a lock-box agreement and accordingly the debt under the Credit Facility has
been classified as a current liability in the balance sheet.
NOTE 4. CONTINGENT MATTERS
The Company is involved in various legal proceedings in the ordinary course of
business. Although the final outcome of any legal proceeding or environmental
matter is subject to a great many variables and cannot be predicted with any
degree of certainty, the Company presently believes that the ultimate outcome
from these proceedings would not have a material adverse effect on the current
financial position or on the operations of the Company; however, in any given
future reporting period such proceedings or matters could have a material effect
on the results of operations.
The Internal Revenue Service (the "IRS") is currently conducting an audit
related to whether the proceeds from the $18.8 million Wisconsin Industrial
Revenue Bonds ("IRB's") issued for the benefit of the Company were spent on
qualified expenditures. A determination by the IRS that the Wisconsin IRB's do
not qualify for tax exempt status could result in a mandatory redemption of the
IRB's. Management believes the proceeds were appropriately invested and intends
to vigorously defend its position. Management believes the outcome of this
matter will not have a material effect on its financial position or results of
operations.
8
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PLAINWELL INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5. ENVIRONMENTAL REMEDIATION
The Company is committed to abiding by the environmental, health and safety
principles of the American Forest & Paper Association. Each capital project has
been planned to comply with applicable environmental regulations and to enhance
environmental protection at existing facilities. The Company faces increasing
capital expenditures and operating costs to comply with expanding and more
stringent environmental regulations, although compliance with existing
environmental regulations is not expected to have a materially adverse effect on
the Company's earnings, financial position, or competitive position.
The Comprehensive Environmental Response, Compensation and Liability Act
(CERCLA) and similar state "Superfund" laws impose liability, without regard to
fault or to the legality of the original action, on certain classes of persons
(referred to as potentially responsible parties or PRPs) associated with a
release or threat of a release of hazardous substances into the environment.
Financial responsibility for the cleanup or other remediation of contaminated
property or for natural resource damages can extend to previously owned or used
properties, waterways, and properties owned by third parties, as well as to
properties currently owned and used by a company even if contamination is
attributable entirely to prior owners.
The Company has been identified by certain governmental entities or other
parties as a PRP with respect to possible investigation and cleanup costs
associated with certain contaminated sites. The Company has recorded a liability
for the estimated work at the locations and a receivable for remediation costs
recoverable under related indemnification agreements.
In 1990, a predecessor to the Company was named as one of several PRPs at a
Superfund site in Kalamazoo, Michigan, which has five distinct operable units.
PRPs may be held jointly and severally liable for cleanup plus related costs.
One operable unit of the Kalamazoo River Site is the 12th Street Landfill, a
property wholly owned by the Company. The Company expects to pay for the entire
cost of the investigation and remediation work at this location. The Company has
recorded a liability for the estimated cost to remediate this unit as well as a
receivable for remediation costs recoverable under an indemnification agreement.
Investigations at a second operable unit, which includes a portion of the
Kalamazoo River, continue. Environmental remediation costs, if any, that may be
incurred cannot presently be estimated. Based on management's understanding of
the contamination at the Kalamazoo River operable unit, the involvement of other
PRPs and the indemnity rights the Company has against the predecessor company,
the Company does not expect this matter to have a material adverse effect on
operations, liquidity and financial condition.
The Company owns and operates a landfill in Washington Township, Wisconsin, for
disposal of its papermaking sludge. The Company has closed two of the three
sections of the landfill and is currently monitoring those sections in
accordance with requirements of state environmental laws. The Company expects to
begin closure of the third section by 2002. Estimated closure costs of $1.3
million are being accrued over the operating life of the landfill. Monitoring
costs estimated at $80,000 per year will be required for 40 years following the
closure of the landfill. The Company believes that, based on current information
and regulatory requirements, the estimates of the landfill closure costs are
adequate, although there can be no assurance that the cost will not eventually
exceed the amount presently estimated.
9
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PLAINWELL INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5. ENVIRONMENTAL REMEDIATION (CONTINUED)
The Company is also considered a PRP with respect to the Blue Valley Landfill
Superfund Site in Eau Claire, Wisconsin. Based on the amount of material sent to
the Blue Valley Landfill and the Company's indemnification with a predecessor
company, the Company does not anticipate that its costs associated with the site
will have a material adverse effect on its operations, liquidity or financial
condition.
In 1998, the EPA published regulations establishing standards and limitations
for non-combustion sources under the Clean Air Act and revised regulations under
the Clean Water Act. The new rules require more stringent controls on air
emissions and wastewater discharges from the Company's paper and tissue mills.
These regulations are collectively referred to as the "Cluster Rules." The
Company estimates that future capital spending to comply with the cluster rules
could be up to $5 million.
NOTE 6. PAID-IN CAPITAL AND STOCKHOLDER'S EQUITY
In January 1999, Shasta Paper Company acquired the pulp and paper operations of
Simpson Paper Company located in Anderson, California. The Company paid a
dividend of $4.0 million to finance the transaction. The Company has various
transactions with Shasta Paper Company, including intercompany sales, shared
sales and marketing costs, shared corporate administrative costs, and shared
information services costs.
NOTE 7. BUSINESS SEGMENT INFORMATION
The Company's business segments are (i) the Consumer Products Division, which
produces private label consumer tissue products, such as bath tissue, paper
towels, napkins, and facial tissue and (ii) the Specialty Paper Division, which
produces premium coated and uncoated printing papers and release and other high
performance industrial specialty papers. The markets in which the Company sells
its products are affected by several factors, including industry capacities and
the level of economic growth in domestic and international markets. The
principal markets for the Company's products are in the United States. Segment
operating profit is revenue less specific and allocable operating expenses.
General net corporate expenses include nonoperating overhead, interest expense,
and amortization of deferred financing costs and interest and other income
(expense). Income before interest and income taxes is used to measure the
performance of the segments and to allocate resources.
10
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PLAINWELL INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 7. BUSINESS SEGMENT INFORMATION (CONTINUED)
Segment identifiable assets are those which are directly used in the segment
operations. Corporate assets are principally cash and cash equivalents, deferred
finance costs and receivables. Financial information by business segment follows
(in thousands of dollars):
<TABLE>
<CAPTION>
Consumer Specialty
Products Paper
Division Division Corporate Total
------------- ---------------- ------------- ------------
<S> <C> <C> <C> <C>
Three months ended March 31, 2000:
Net sales $ 32,377 $ 20,882 $ - $ 53,259
Operating income (loss) (2,810) 696 (809) (2,923)
Interest expense 320 40 4,186 4,546
Depreciation and amortization 3,186 390 269 3,845
Capital expenditures 2,966 43 33 3,042
Total assets $ 57,554 $ 21,947 $ 147,775 $ 227,276
Three months ended March 31, 1999:
Net sales $ 32,965 $ 19,159 $ - $ 52,124
Operating income (loss) 1,124 690 (545) 1,269
Interest expense 190 34 3,776 4,000
Depreciation and amortization 2,849 369 186 3,404
Capital expenditures 1,079 287 7 1,373
Total assets $ 55,238 $ 21,093 $ 149,570 $ 225,901
</TABLE>
11
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS:
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1999
NET SALES.
The Company's net sales increased $1.2 million to $53.3 million for the three
months ended March 31, 2000 compared to $52.1 million for the three months ended
March 31, 1999. This increase reflects a $1.7 million increase in net sales at
the Specialty Paper Division partially offset by a $0.5 million decrease in net
sales at the Consumer Products Division.
The $1.7 million increase in net sales at the Specialty Paper Division reflects
a slight increase in sales volume and a 6.6% increase in the average net selling
price per unit sold. The Specialty Paper Division has continued to benefit from
industry-wide selling price increases, enabling the Division to offset
escalating raw material price increases.
The decrease in net sales at the Consumer Products Division reflects an 2.7%
decline in the average net selling price per unit compared to the first quarter
of 1999 partially offset by a 1% increase in sales volume.
COST OF SALES AND GROSS PROFIT.
Cost of sales increased to $51.4 million for the three months ended March 31,
2000 compared with $46.1 million during the same period of 1999 primarily due to
increasing fiber price increases which were partially offset by various cost
savings initiatives put in place during 1999. Increasing fiber prices coupled
with the reduction in average net selling prices at the Consumer Products
Division discussed above, resulted in a decrease in the Company's gross profit
percentage to approximately 3.5% compared to 11.5% during the first quarter of
1999.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.
Selling, general and administrative expenses remained relatively flat at $4.8
million for the three months ended March 31, 2000 compared to $4.7 million for
the three months ended March 31, 1999.
INTEREST.
Interest expense increased $0.5 million to $4.5 million for the three months
ended March 31, 2000 compared to $4.0 million for the three months ended March
31, 1999, primarily due to the increased borrowings under the revolving credit
facility and the interest expense associated therewith.
INCOME TAXES.
During 1999, the Company, which is a member of a consolidated group for federal
and certain state income tax purposes of which Plainwell Shasta Holdings, Inc.
(the "Parent") is the parent corporation, entered into a tax sharing agreement
with other members of the group. Under the terms of the tax sharing agreement,
each member computes its taxes on a separate basis and makes or receives
payments to other group members or the Parent in lieu of taxes, and receives
reimbursement for losses, which offset income of other group members. The
current income tax benefit for the three months ended March 31, 2000 includes
$0.5 million of payments in lieu of taxes, which will be paid to the Company by
other members of the group.
12
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED
FINANCIAL CONDITION:
ACCOUNTS RECEIVABLE
Accounts receivable increased $1.0 million to $22.7 million at March 31, 2000
compared to $21.7 million at December 31, 1999. This change is reflective of the
nature and timing of the sales and payments received from the Company's
customers at March 31, 2000 as compared to December 31, 1999.
INVENTORIES
Inventories decreased $0.9 million to $31.1 million at March 31, 2000, compared
to $32.0 million at December 31, 1999. This change reflects initiatives achieved
by the Company in reducing inventories.
ACCOUNTS PAYABLE
Accounts payable increased $3.1 million to $22.0 million at March 31, 2000
compared to $18.9 million at December 31, 1999. This change reflects the nature
and timing of the purchases by the Company for products and services at March
31, 2000 as compared to December 31, 1999.
ACCRUED LIABILITIES
Accrued liabilities decreased $4.6 million to $12.5 million at March 31, 2000,
compared to $17.1 million at December 31, 1999. This decrease is primarily due
to the timing of the semi-annual interest payments related to the Company's $130
million 11% Senior Subordinated Notes (the "Senior Subordinated Notes"). Accrued
interest related to the Senior Subordinated Notes is due and payable on the
first day of March and September of each year.
DEBT
Outstanding indebtedness under the Company's revolving credit facility increased
$4.4 million, to $27.9 million at March 31, 2000, compared to $23.5 million at
December 31, 1999.
13
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED
LIQUIDITY AND CAPITAL RESOURCES:
USES OF CASH
The Company's primary capital requirements are for working capital, debt service
and capital expenditures. The Company believes that cash generated from
operations, together with borrowings under the Credit Facility, will be
sufficient to meet the Company's cash needs in the foreseeable future. The
Company's Credit Facility is guaranteed by Shasta Paper Company ("Shasta"), an
affiliate company.
WORKING CAPITAL
The Company's most significant cash requirement is related to funding the costs
of production from the time of manufacturing through the time of sale and
collection of the sales proceeds. At March 31, 2000, the Company had $31.1
million of inventory and $22.7 million of accounts receivable compared to $32.0
million and $21.7 million at December 31, 1999, respectively.
DEBT SERVICE
The Company also utilizes a substantial amount of cash to fund the interest
costs associated with its 11% Senior Subordinated Notes as well as interest
expenses associated with its Credit Facility utilized to fund its working
capital requirements. During the three months ended March 31, 2000, the Company
incurred approximately $4.5 million in interest expense compared to $4.0 million
in the three months ended March 31,1999.
CAPITAL EXPENDITURES
During the three months ended March 31, 2000, the Company spent approximately
$3.0 million on capital expenditures compared to $1.4 million in the three
months ended March 31, 1999. In 2000, the Company anticipates spending $6.0
million on capital projects, including $2.9 million on projects authorized but
uncompleted at December 31, 1999. Major expenditures in 2000 include $0.6
million for new equipment to upgrade existing product offerings, $1.5 million
for modifications to existing bath tissue equipment to modify products to meet
changes in market specifications and $1.0 million to existing machinery to
improve throughput and efficiency.
It is further estimated that future capital spending to comply with the Cluster
Rules and the "GLI" may cost as much as $5.0 million. The Company cannot predict
if or when such rules will be promulgated such that the Company will be required
to incur such expenditures. In addition, the Company has limited indemnification
rights under various agreements with respect to certain contingent environmental
liabilities.
14
<PAGE> 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED
SOURCES OF CASH
CREDIT FACILITY
The Company has a loan and security agreement with Congress Financial
Corporation (the "Credit Facility") which provides for a maximum aggregate
credit amount of $55 million, including letter of credit commitments. This
facility is utilized to fund working capital needs and standby letter of credit
guarantees. At March 31, 2000, unused available borrowings under the revolving
credit portion of the Credit Facility were $5.0 million. Congress Financial
Corporation also provides a $25 million credit facility to Shasta. Shasta
guarantees the Company's Credit Facility. The Company believes that Shasta has
the ability and intent to advance funds to the Company if additional funds are
necessary.
Pursuant to the terms of the Credit Facility, the Company is required to
maintain a minimum net worth (as defined) of $8.0 million if the borrowing
availability (as defined) under the Credit Facility falls below $10.0 million.
At December 31, 1999 and into the three months ended March 31, 2000, the Company
was not in compliance with the minimum net worth covenant. The Company received
a waiver for the violation of this covenant and on April 12, 2000, an amendment
to the Credit Facility was executed to modify the minimum net worth covenant,
whereby the minimum net worth covenant is measured on a monthly basis in 2000.
The Company was in compliance with the amended minimum net worth covenant at
April 30, 2000.
The Company expects to incur losses from operations throughout fiscal 2000 due
to low gross margins in the Consumer Products Division. The Company expects that
losses in the second, third and fourth quarters of 2000 will decline as recently
announced price increases take effect and modifications to product offerings at
the Consumer Products Division are implemented. Cash from operations, together
with borrowings under the Credit Facility, should be sufficient to meet the
Company's operating and debt service requirements. The Company anticipates using
primarily leases to finance its capital expenditure requirements. If additional
funds are needed, the Company believes that Shasta has the ability and intent to
advance funds to the Company.
INFLATION
The Company believes that general inflation has not had a material impact on the
results of operations of either the Consumer Products Division or the Specialty
Paper Division. The risk of commodity price fluctuations, including raw
materials and energy, is material to the operations of the Company.
CONTINGENT MATTERS.
Refer to Notes 4 and 5 of the Notes to the Condensed Financial Statements for a
discussion of contingencies.
15
<PAGE> 16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED
FORWARD-LOOKING INFORMATION
Certain statements in the Management's Discussion and Analysis of Financial
Condition and Results of Operation for the three months ended March 31, 2000
compared to the three months ended March 31, 1999 may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Because these forward-looking statements include risks and uncertainties,
actual future results may differ materially from those expressed in or implied
by the statements. Factors that could cause actual results to differ include,
among other things; (1) increased competition from either domestic or foreign
paper producers, including increases in more competitive capacity through
construction of new mills or conversion of older facilities to produce
competitive products; (2) variations in demand for our products; (3) changes in
the cost or availability of the raw materials that we use, particularly market
pulp; (4) costs of compliance with new environmental laws and regulations; (5)
any decisions by us to make a significant acquisition or a significant increase
in production capacity.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risks related to changes in interest rates. The
Company does not use derivative financial instruments for speculative or trading
purposes.
Interest Rate Sensitivity. The Company's earnings are affected by changes in
short-term interest rates as a result of its borrowings under its revolving
credit facility. If market interest rates for such borrowings had averaged 1%
more during the three months ended March 31, 2000, the Company's interest
expense would have increased, and income before income taxes would have
decreased by approximately $64,000. This analysis does not consider the effects
of the reduced level of overall economic activity that could exist in such an
environment. Further, in the event of a change of a significant change in
short-term interest rates, 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.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Note 7 of the Notes to Financial Statements included with
the Company's 1999 Annual Report on Form 10-K filed April 12, 2000.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(1) None
16
<PAGE> 17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibit is filed in response to Item 601 of Regulation S-K:
Exhibit No. Description
10 First Amendment to Loan and Security Agreement and Waiver
27 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K
Report on Form 8-K was filed on March 30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PLAINWELL INC.
(Registrant)
<TABLE>
<S> <C>
May 15, 2000 By: /s/ Jeffrey A. Arnesen
- ------------------------------------------------------- ----------------------------------------------------
Date Jeffrey A. Arnesen
Chief Financial Officer (Principal Financial
Officer)
May 15, 2000 By: /s/ William L. New
- ------------------------------------------------------- ----------------------------------------------------
Date William L. New
Chairman and Chief Executive Officer
</TABLE>
17
<PAGE> 18
EXHIBIT INDEX
Exhibit No. Description
10 First Amendment to Loan and Security Agreement and Waiver
27 Financial Data Schedule
18
<PAGE> 1
FIRST AMENDMENT
TO
LOAN AND SECURITY AGREEMENT AND WAIVER
April 12, 2000
CONGRESS FINANCIAL CORPORATION
(CENTRAL)
150 South Wacker Drive, Suite 2200
Chicago, Illinois
Ladies and Gentlemen:
Congress Financial Corporation (Central) ("Congress") and Plainwell Inc.
("Borrower") have entered into certain financing arrangements pursuant to the
Loan and Security Agreement dated as of November 5, 1999 by and between Congress
and Borrower (the "Loan Agreement") and all other Financing Agreements at any
time executed and/or delivered in connection therewith or related thereto. All
capitalized terms used herein shall have the meaning assigned thereto in the
Loan Agreement, unless otherwise defined herein.
Borrower has advised Congress and, by the execution hereof, Borrower hereby
acknowledges, confirms and agrees, that (ii) commencing as of January 1, 2000
and at all times thereafter, Borrower has failed to comply with the covenant
with respect to Borrower's Adjusted Net Worth set forth in Section 9.14 of the
Loan Agreement and (iii) as a result of the foregoing, an Event of Default has
occurred and is continuing pursuant to Section 10.1(a)(iii) of the Loan
Agreement (the "Subject Default"). On or about the date hereof, Borrower has
requested that Congress (b) waive the Subject Default and (c) amend such
Adjusted Net Worth covenant set forth in Section 9.14, and Congress is willing
to agree to the foregoing, on and subject to the terms and conditions contained
in this First Amendment to Loan and Security Agreement and Waiver (this
"Amendment").
In consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, the parties hereto hereby agree as follows:
1. Waiver of Subject Default. At the request of Borrower, Congress hereby
waives the Subject Default, provided, however, that nothing contained herein
shall be deemed to constitute a waiver of any other existing Event of Default or
any future noncompliance with Section 9.14 (as amended pursuant to this
Amendment) or any other term or provision of the Loan Agreement or any other
Financing Agreement.
<PAGE> 2
2. Amendment of Section 9.14. (a) Section 9.14 of he Loan Agreement is
hereby amended and restated in its entirety as follows:
"9.14 Adjusted Net Worth. (a) Borrower shall maintain, as of the
last day of each calendar month during Borrower's 2000 fiscal year,
Adjusted Net Worth of not less than the amount set forth below
opposite each such calendar month:
<TABLE>
<CAPTION>
Month Adjusted Net Worth
----- ------------------
<S> <C>
April, 2000 ($4,259,000)
May, 2000 ($6,538,000)
June, 2000 ($8,307,000)
July, 2000 ($9,938,000)
August, 2000 ($11,023,000)
September, 2000 ($11,476,000)
October, 2000 ($11,725,000)
November, 2000 ($11,897,000)
December, 2000 ($12,359,000)"
</TABLE>
(b) On or before November 30, 2000, Borrower shall deliver to Congress
Borrower's financial projections for its 2001, 2002 and 2003 fiscal years,
together with such other information as Congress shall request (collectively,
the "Supplemental Financial Information"), in order to enable Congress to
propose to Borrower the amount of Adjusted Net Worth that Borrower shall be
required to maintain for the period from and after January 1, 2001 through the
end of the term of the Loan Agreement (the "Extended Covenant Terms"). On or
before December 15, 2000, Borrower and Congress shall amend Section 9.14 of the
Loan Agreement to provide for the Extended Covenant Terms. Such amendment shall
be in form and substance satisfactory to Congress. Borrower's failure to either
furnish the Supplemental Financial Information or to execute the amendment
referenced above by the applicable date set forth herein shall constitute an
additional Event of Default.
3. Amendment Fee. In consideration of the waiver of the Subject Default
and the amendment to the Loan Agreement as set forth herein, Borrower shall pay
to Congress, or Congress, at its option, may charge the account(s) of Borrower
maintained by Congress an amendment fee in the amount of $25,000, which fee is
fully earned and payable as of the date hereof and shall constitute part of the
Obligations.
4. Representations, Warranties and Covenants. In addition to the
continuing representations, warranties and covenants heretofore or hereafter
made by Borrower to Congress pursuant to the Loan Agreement and the other
Financing Agreements, Borrower hereby represents, warrants and covenants with
and to Congress as follows (which representations, warranties and covenants are
continuing and shall survive the execution and delivery hereof and shall be
incorporated into and made a part of the Financing Agreements):
(a) After giving effect to the waiver of the Subject Default
by Congress
<PAGE> 3
pursuant to this Amendment, no Event of Default exists on the date of this
Amendment; and
(b) This Amendment has been duly executed and delivered by Borrower
and each Obligor, is in full force and effect as of the date hereof, and
constitutes their legal, valid and binding agreement, enforceable against them
in accordance with the terms hereof.
5. Conditions Precedent. The effectiveness of this Amendment shall be
subject to the following:
(a) the receipt by Congress of an original of this Amendment, duly
authorized, executed and delivered by Borrower and Shasta Paper Company, as
guarantor; and
(b) other than the Subject Default, no Event of Default shall have
occurred and be continuing and no event shall have occurred or condition be
existing and continuing which, with notice or passage of time or both, would
constitute an Event of Default.
6. Effect of this Amendment. Except as modified pursuant hereto, no other
changes or modifications to the Loan Agreement and the other Financing
Agreements are intended or implied and in all other respects the Loan Agreement
and the other Financing Agreements are hereby specifically ratified, restated
and confirmed by all parties hereto as of the effective date hereof. To the
extent of any conflict between the terms of this Amendment and any of the
Financing Agreements, the terms of this Amendment shall control. The Loan
Agreement, the other Financing Agreements and this Amendment shall be read and
be construed as one agreement.
7. Governing Law. The validity, interpretation and enforcement of this
Amendment and any dispute arising out of the relationship between the parties
hereto, whether in contract, tort, equity or otherwise, shall be governed by the
internal laws of the State of Illinois (without giving effect to principles of
conflicts of law).
8. Binding Effect. This Amendment shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and
assigns.
9. Counterparts. This Amendment may be executed in any number of
counterparts, but all of such counterparts when executed shall together
constitute but one and the same agreement. In making proof of this Amendment, it
shall not be necessary to produce or account for more than one counterpart
thereof signed by each of the parties hereto.
[Remainder of page intentionally left blank.]
3
<PAGE> 4
Very truly yours,
PLAINWELL INC.
By: /s/ Jeffrey A. Arnesen
----------------------
Title: SVP Chief Financial Officer
---------------------------
AGREED:
CONGRESS FINANCIAL CORPORATION
(CENTRAL)
By: /s/ Steven Linderman
--------------------
Title: First Vice President
--------------------
ACKNOWLEDGED AND AGREED TO
IN ALL RESPECTS:
SHASTA PAPER COMPANY, AS GUARANTOR
By: /s/Jeffrey A. Arnesen
---------------------
Title: Assistant Secretary
-------------------
4
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE BALANCE SHEETS,
STATEMENT OF OPERATIONS AND FOOTNOTES TO THE COMPANY'S 10-Q AND IS QUALIFIED IN
ITS ENTIRETY BY REFEERENCE TO SUCH
</LEGEND>
<CIK> 0001058581
<NAME> PLAINWELL INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,369
<SECURITIES> 0
<RECEIVABLES> 26,130
<ALLOWANCES> (1,761)
<INVENTORY> 31,120
<CURRENT-ASSETS> 59,967
<PP&E> 162,072
<DEPRECIATION> (27,655)
<TOTAL-ASSETS> 227,276
<CURRENT-LIABILITIES> 63,451
<BONDS> 152,300
0
0
<COMMON> 1
<OTHER-SE> (875)
<TOTAL-LIABILITY-AND-EQUITY> 227,276
<SALES> 53,259
<TOTAL-REVENUES> 53,259
<CGS> 51,406
<TOTAL-COSTS> 51,406
<OTHER-EXPENSES> 4,776
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,546
<INCOME-PRETAX> (7,469)
<INCOME-TAX> (500)
<INCOME-CONTINUING> (6,969)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,969)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
