FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 2000
Commission file number 0-1051
CONSOLIDATED PAPERS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0223100
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Wisconsin Rapids, WI 54495
(Address of principal executive offices)
(Zip Code)
715 422-3111
(Registrant's telephone number, including area code)
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 the latest practicable date.
Common stock par value $1.00 outstanding April 30, 2000
91,161,044 shares
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
CONSOLIDATED PAPERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<CAPTION>
As Of
March 31 March 31 December 31
2000 1999 1999
(Unaudited) (Unaudited)
ASSETS
<S> <C> <C> <C>
Current Assets
Cash and cash equivalents $ 9,475 $ 7,012 $ 6,201
Receivables (net of reserves of
$5,852 as of March 31, 2000,
$6,626 as of March 31, 1999,
and $6,002 as of December 31,
1999) 137,217 162,071 127,801
Inventories
Finished stock 80,816 81,996 68,972
Unfinished stock 5,858 7,649 8,301
Raw materials and supplies 96,728 103,597 91,348
Total inventories 183,402 193,242 168,621
Prepaid expenses 33,545 41,262 32,905
Total current assets 363,639 403,587 335,528
Investments and other assets 61,890 60,068 61,879
Restricted cash related to leases 438,877 429,609 443,844
Goodwill 128,313 137,953 130,593
Plant and Equipment
Buildings, machinery and equipment 3,657,522 3,544,095 3,632,547
Less: Accumulated depreciation 1,230,408 1,094,092 1,185,061
2,427,114 2,450,003 2,447,486
Land and timberlands 42,100 41,063 42,129
Capital additions in process 67,020 118,735 64,714
Total plant and equipment 2,536,234 2,609,801 2,554,329
$ 3,528,953 $ 3,641,018 $ 3,526,173
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
Current portion of long-term debt $ 85,000 $ - $ 85,284
Accounts payable 115,825 90,476 103,564
Other 131,036 147,195 122,412
Total current liabilities 331,861 237,671 311,260
Long-term debt 772,721 1,052,193 802,000
Capital lease obligations 461,511 455,210 467,804
Deferred income taxes 397,029 355,235 390,991
Postretirement benefits 170,285 152,910 167,118
Other noncurrent liabilities 30,537 32,657 32,870
Shareholders' Investment
Preferred stock, authorized and
unissued 15,000,000 shares - - -
Common stock, shares issued
91,263,171 as of March 31, 2000,
90,896,802 as of March 31, 1999,
and 91,140,982 as of December 31,
1999 91,263 90,897 91,141
Capital in excess of par value 74,582 64,907 71,390
Accumulated other comprehensive
income (2,754) (2,658) (2,745)
Treasury stock, at cost, 213,977
shares as of March 31, 2000,
307,025 shares as of March 31, 1999,
and 304,025 shares as of
December 31, 1999 (4,800) (7,168) (7,093)
Reinvested earnings 1,206,718 1,209,164 1,201,437
Total shareholders' investment 1,365,009 1,355,142 1,354,130
$ 3,528,953 $ 3,641,018 $ 3,526,173
CONSOLIDATED PAPERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA - UNAUDITED)
Three Months Ended
March 31 December 31
2000 1999 1999
<S> <C> <C> <C>
Net sales $ 483,459 $ 459,233 $ 473,012
Cost of goods sold 403,600 398,056 395,487
Gross profit 79,859 61,177 77,525
Selling, general
and administrative expenses 26,241 25,155 26,063
Income from operations 53,618 36,022 51,462
Interest expense (20,501) (21,051) (21,252)
Interest income 7,024 6,045 6,343
Miscellaneous, net 1,287 2,268 1,088
Total other income
(expense), net (12,190) (12,738) (13,821)
Income before provision for
income taxes 41,428 23,284 37,641
Provision for income taxes 16,157 9,314 15,057
Net income $ 25,271 $ 13,970 $ 22,584
Net income per share - basic $ 0.28 $ 0.15 $ 0.25
Net income per share - diluted $ 0.28 $ 0.15 $ 0.25
Average number of
common shares outstanding 90,909,365 90,422,797 90,801,101
CONSOLIDATED STATEMENTS OF REINVESTED EARNINGS
(DOLLARS IN THOUSANDS - UNAUDITED)
Three Months Ended
March 31 December 31
2000 1999 1999
Balance beginning of period $ 1,201,437 $ 1,215,091 $ 1,198,823
Add: Net income 25,271 13,970 22,584
Deduct: Cash dividends (19,990) (19,897) (19,970)
Balance end of period $ 1,206,718 $ 1,209,164 $ 1,201,437
CONSOLIDATED PAPERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS - UNAUDITED)
Three Months Ended
March 31
2000 1999
<S> <C> <C>
Cash Flows from Operating Activities
Net income $ 25,271 $ 13,970
Depreciation and depletion 47,956 47,628
Amortization of goodwill and intangibles 2,388 2,366
Debt premium amortization - ( 898)
Deferred income taxes 6,104 5,662
Earnings of affiliates ( 686) ( 952)
(Increase) decrease in current assets,
other than cash and cash equivalents ( 24,837) ( 11,598)
Increase (decrease) in current
liabilities, other than current
portion of long-term debt 20,819 14,710
Increase (decrease) in postretirement
benefits 3,167 4,402
Increase (decrease) in other noncurrent
liabilities ( 2,333) 1,241
Net cash provided by operating activities 77,849 76,531
Cash Flows from Investing Activities
Capital expenditures ( 29,861) ( 56,109)
Other ( 768) ( 1,441)
Net cash (used in) investing activities ( 30,629) ( 57,550)
Cash Flows from Financing Activities
Cash dividends ( 19,990) ( 19,897)
Repayment of long-term debt - ( 19,473)
Net borrowings under lines of credit,
revolvers and commercial paper ( 29,563) 18,000
Other 5,607 6,171
Net cash (used in) financing activities ( 43,946) ( 15,199)
Net increase (decrease) in cash and cash
equivalents 3,274 3,782
Cash and cash equivalents - beginning of period 6,201 3,230
Cash and cash equivalents - end of period $ 9,475 $ 7,012
Cash paid during the period for:
Interest $ 12,840 $ 13,197
Income taxes 4,561 340
Notes to Financial Statements:
1. Basis of Presentation
The condensed financial statements included herein have been prepared by
the company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and the
notes thereto included in the statements be read in conjunction with the
financial statements and the notes thereto included in the company's
latest Annual Report on Form 10-K.
In the opinion of management, the aforementioned statements reflect all
adjustments (consisting only of normal recurring adjustments) necessary
for a fair presentation of the results for the interim periods. Results
for the three months ended March 31, 2000, are not necessarily indicative
of results that may be expected for the year ending December 31, 2000.
2. Summarized financial information concerning the company's reportable
segments is shown in the following table:
Printing Corporate
(Dollars in thousands) Papers Other Items Total
Three months ended
March 31, 2000
Revenues $ 427,067 $ 68,657 $(12,265) $ 483,459
Segment profit (loss) 74,100 5,758 (38,430) 41,428
Three months ended
March 31, 1999
Revenues 399,091 70,678 (10,536) 459,233
Segment profit (loss) 52,655 8,522 (37,893) 23,284
3. On February 22, 2000, Consolidated Papers announced its agreement to be
acquired by Stora Enso Oyj, Helsinki, Finland. Stora Enso is one of the
world's leading forest industry companies. The transaction has been
unanimously approved by the boards of directors of both companies. The
completion of the sale, which is subject to regulatory approval and the
approval of shareholders of both companies, is expected to occur in August
or September 2000.
* * * * *
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Sales and Cost of Sales
Net sales for the first quarter of 2000 were $483 million, an increase of 5%
compared with the first quarter of 1999. First quarter shipments were
553,000 tons, up 5% compared with 524,000 tons for the same period in 1999.
The increases were due primarily to improvements in both demand and selling
prices.
Net income for the first quarter of 2000 was $25 million, an increase of 81%
compared with $14 million for the same period in 1999. The net earnings
increase is due to improvements in both demand and selling prices for the
company's coated and supercalendered printing papers and the negative impact
in the first quarter 1999 of $8 million (pretax) expenses related to the major
rebuild of the company's No. 25 paper machine production line at its Biron
Division. First quarter earnings were, however, negatively affected by
increased pulp prices.
The machines that produce groundwood-free coated papers at Wisconsin Rapids
and Inter Lake Papers divisions operated at 93% of available capacity,
compared with 89% during the first quarter 1999. The Converting Division,
which converts heavier-weight groundwood-free coated rolls into sheets,
operated at 78% of available capacity, compared with 98% in the same period in
1999.
The facilities that produce lightweight coated groundwood papers at Inter Lake
Papers, Biron, Wisconsin River and Niagara divisions operated at 98% of
available capacity, compared with 95% during the first quarter 1999.
The company's supercalendered paper machine at its Lake Superior Paper
Industries facility operated at 100% of available capacity in both the first
quarters 2000 and 1999.
During the first quarter of 2000, the coated specialty papers division at
Stevens Point operated at 85% of capacity, compared to 79% during the same
period in 1999. Due to improved recycled fiber market conditions, shipments
of recycled fiber made from postconsumer office scrap paper increased.
Shipments of paperboard products remained steady compared with the first
quarter of l999.
Gross profit margin as a percent of net sales increased in the first quarter
2000 to 16.5% from 13.3% in the first quarter 1999. The first quarter 1999
was negatively impacted by expenses of $8 million (pretax) related to the
major rebuild of the company's No. 25 paper machine production line at its
Biron Division. Excluding the expense of the paper machine rebuild in 1999,
the gross profit margin was 15.1%. The remaining improvement in gross profit
margin was due to increased selling prices and improved operating rates.
Selling, general and administrative expenses as a percent of net sales was
5.4% for the first quarter 2000, compared with 5.5% for the same period in
1999. Other income (expense) improved slightly in first quarter 2000 as
compared with first quarter 1999, primarily due to reduced debt.
The effective tax rate was 39.0% in 2000, compared with 40.0% for the first
quarter 1999.
Liquidity and Capital Resources
The ratio of current assets to current liabilities was 1.1:1, compared with
1.1:1 at both March 31, 2000 and December 31, 1999. Cash and cash equivalents
increased by $3 million and receivables increased by $9 million due to higher
March 2000 sales as compared to December 1999. Days sales outstanding
decreased 2 days due to continued efforts to improve cash conversion cycles.
Inventories increased by $15 million, including increases of $12 million in
finished goods and $5 million in raw materials and supplies, offset in part by
a decrease of $2 million in unfinished stock. The current portion of long-term
debt remained unchanged at the end of the first quarter at $85 million.
Accounts payable increased $12 million in the first quarter of 2000 as the
company improved its working capital management policies. Other current
liabilities increased by $9 million, due primarily to an increase in interest
payable and income taxes payable offset slightly by a decrease in wages
payable.
The company's debt decreased $30 million during the quarter. The resulting
long-term funded debt to capital ratio was 36% on March 31, 2000 compared to
37% at December 31, 1999 and 44% at March 31, 1999.
Capital expenditures totaled $30 million compared with $56 million during the
same period in 1999. The major projects with capital expenditures during the
first quarter of 2000 include: a new customer order management system, a new
peroxide bleach plant at Wisconsin River Division, a shoe press rebuild on
No. 16 paper machine at the Wisconsin Rapids Division, and a rebuild on
No. 96 paper machine and a new roll wrapper, both at Inter Lake Papers
Division. The major first quarter 1999 capital expenditures included
$24 million of a $86 million project for a paper machine rebuild at Biron
Division. The company expects to spend a total of $135 million during 2000
for capital additions.
Employee Matters
During the first quarter, the company executed six-year contracts with two
unions representing 370 craft employees at the company's central Wisconsin
locations. Negotiations continue with one union representing approximately
270 craft employees at the central Wisconsin locations. A five-year contract
with this union expired April 30, 1999. The company is also negotiating with
unions representing employees at the Niagara, Wisconsin mill.
Legal Proceedings
On March 24, 2000, the company received a Notice of Violation and a Finding of
Violation from the United Stated Environmental Protection Agency ("EPA").
Generally, the Notice of Violation alleges that the company failed to obtain
permits and install appropriate air pollution control equipment under the
Federal Clean Air Act's Prevention of Significant Deterioration (PSD) program.
More specifically, EPA alleges that PSD permits should have been obtained by
the company in connection with a digester expansion project that was begun in
1983 (which EPA labeled the "First Expansion Project") and with a pulp mill
expansion project that was undertaken in the latter half of the 1980s into the
early 1990s (which EPA labeled the "Modernization Project"). EPA further
alleges that these projects triggered the need for the company to have
installed best available control technology (BACT) on two recovery boilers and
two power boilers. The Finding of Violation alleges that changes made to the
two recovery boilers in 1989 and 1990 as part of the "Modernization Project"
required emissions from these boilers to meet the New Source Performance
Standards ("NSPS") developed under the Federal Clean Air Act. EPA further
alleges that stack testing of the two recovery boilers in 1995 showed the
emissions from the recovery boilers exceeded NSPS emission limits and that the
company failed to monitor and record emissions as required by the NSPS
regulations. The company is studying the allegations and had an initial
meeting with the EPA on April 28, 2000 to discuss the factual background of
the allegations. The matter has been referred to the Department of Justice.
No settlement demand has been received by the company.
The company may seek to settle this claim in advance (or in the course) of
litigation. Any settlement will need to satisfy the EPA's Clean Air Act
penalty policy. This policy requires settlements to be based on the payment
of a penalty that recovers the "economic savings" and addresses the "gravity"
of the alleged violation. Any settlement would also require the facility to
be in compliance or to agree to a compliance schedule.
The company has the right to contest any allegations of the EPA in court. Any
case against the company that arises out of this matter would be filed in the
United States District Court for the Western District of Wisconsin.
Forward-looking Statements
Certain statements in Management's Discussion and Analysis in this report 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 results may differ
materially from those expressed in or implied by the statements. A discussion
of these risks and uncertainties may be found in the company's 1999 Annual
Report and its Form 10-K Report of the year ended December 31, 1999, under the
heading "Management's Discussion and Analysis - Forward-looking Statements."
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Furnish the exhibits required by Item 601 of Regulation S-K.
(27) Financial Data Schedule.
(b) Reports on Form 8-K.
Reports on Form 8-K dated February 22, 2000 were filed on February 24,
2000 and March 1, 2000 to report the Press Release announcing Stora Enso
to acquire Consolidated Papers for EUR 4.9 billion.
A report on Form 8-K dated February 22, 2000 was filed on March 2, 2000
to report the Agreement and Plan of Merger by and among Consolidated
Papers, Inc., Stora Enso Oyj, and Stora Enso Acquisition, Inc.
Items 1, 2, 3, 4 and 5 are not applicable and have been omitted.
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.
CONSOLIDATED PAPERS, INC.
Date May 12, 2000
/s/ Richard J. Kenney
By: Richard J. Kenney, Senior Vice President, Finance
Principal Financial Officer
Date May 12, 2000
/s/ Carl R. Lemke
By: Carl R. Lemke
Assistant Secretary
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
the March 31, 2000 consolidated balance sheet and the consolidated statements
of income, reinvested earnings and cash flows for the three-month period ended
03/31/00 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-2000
<CASH> 9,475
<SECURITIES> 0
<RECEIVABLES> 143,069
<ALLOWANCES> 5,852
<INVENTORY> 183,402
<CURRENT-ASSETS> 363,639
<PP&E> 3,766,642
<DEPRECIATION> 1,230,408
<TOTAL-ASSETS> 3,528,953
<CURRENT-LIABILITIES> 331,861
<BONDS> 772,721
<COMMON> 91,263
0
0
<OTHER-SE> 1,273,746
<TOTAL-LIABILITY-AND-EQUITY> 3,528,953
<SALES> 483,459
<TOTAL-REVENUES> 483,459
<CGS> 403,600
<TOTAL-COSTS> 403,600
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20,501
<INCOME-PRETAX> 41,428
<INCOME-TAX> 16,157
<INCOME-CONTINUING> 25,271
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,271
<EPS-BASIC> 0.28
<EPS-DILUTED> 0.28
</TABLE>
