<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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 No. 1-7852
POPE & TALBOT, INC.
Delaware 94-0777139
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1500 S.W. 1st Ave., Portland, Oregon 97201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 228-9161
NONE
Former name, former address and former fiscal year, if changed since last
report.
Indicate by checkmark 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 close of the latest practicable date.
Common stock, $1 par value - 13,363,779 shares as of May 6, 1997
<PAGE> 2
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements:
Consolidated Condensed Balance Sheets -
March 31, 1997 and December 31, 1996 2
Consolidated Statements of Income -
Three Months Ended March 31, 1997 and 1996 3
Consolidated Condensed Statements of Cash Flows -
Three Months Ended March 31, 1997 and 1996 4
Notes to Consolidated Condensed Financial Statements 5
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6-8
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders 9
ITEM 6. Exhibits and Reports on Form 8-K 9-12
</TABLE>
<PAGE> 3
PART I.
POPE & TALBOT, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 33,882 $ 32,208
Accounts receivable 44,666 39,170
Inventories:
Raw materials 43,620 49,353
Finished goods 34,211 31,683
--------- ---------
77,831 81,036
Prepaid expenses 12,527 12,088
--------- ---------
Total current assets 168,906 164,502
Properties:
Plant and equipment 458,959 458,281
Accumulated depreciation (273,631) (266,862)
--------- ---------
185,328 191,419
Land and timber cutting rights 10,155 10,247
--------- ---------
Total properties 195,483 201,666
Other assets:
Deferred income tax assets, net 23,158 21,871
Goodwill, net of amortization 3,822 3,863
Other 15,845 16,027
--------- ---------
Total other assets 42,825 41,761
--------- ---------
$ 407,214 $ 407,929
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 31,100 $ 30,000
Current portion of long-term debt 488 488
Accounts payable and accrued liabilities 53,920 55,215
Income taxes 2,131 1,364
--------- ---------
Total current liabilities 87,639 87,067
Noncurrent liabilities:
Reforestation 17,620 16,721
Postretirement benefits 13,061 12,887
Long-term debt, net of current portion 107,907 108,026
--------- ---------
Total noncurrent liabilities 138,588 137,634
Stockholders' equity:
Common stock 13,972 13,972
Additional paid-in capital 35,976 35,976
Retained earnings 149,402 150,563
Cumulative translation adjustments (7,252) (6,172)
Less treasury shares at cost (11,111) (11,111)
--------- ---------
Total stockholders' equity 180,987 183,228
--------- ---------
$ 407,214 $ 407,929
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
balance sheets.
2
<PAGE> 4
POPE & TALBOT, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
Three months ended
March 31,
-------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Revenues:
Wood products $ 64,314 $ 54,047
Pulp and paper products 52,560 56,635
------------ ------------
Total 116,874 110,682
Costs and expenses:
Cost of sales:
Wood products 56,440 49,904
Pulp and paper products 51,000 58,032
Selling, general and administrative 4,870 4,818
Interest, net 2,189 2,537
------------ ------------
Total 114,499 115,291
Income (loss) before income taxes and discontinued operations 2,375 (4,609)
Income tax provision (benefit) 997 (1,844)
------------ ------------
Income (loss) from continuing operations 1,378 (2,765)
Discontinued operations:
Gain on disposal of discontinued operations
(Net of applicable income taxes of $2,074) - 3,110
------------ ------------
Net income $ 1,378 $ 345
============ ============
Income (loss) per common share:
Income (loss) from continuing operations $ .10 $ (.20)
Income from discontinued operations - .23
------------ ------------
Net income $ .10 $ .03
============ ============
Cash dividends per common share $ .19 $ .19
============ ============
Weighted average number of common shares outstanding 13,363,779 13,363,779
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
3
<PAGE> 5
POPE & TALBOT, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
----------------------
1997 1996
-------- --------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 1,378 $ 345
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Depreciation and amortization 7,537 8,055
Gain on disposal of discontinued operations - (5,184)
Increase (decrease) in:
Accounts payable and accrued liabilities (1,295) (13,283)
Income taxes 767 (3,788)
Reforestation 1,076 1,049
Postretirement benefits 174 174
Decrease (increase) in:
Accounts receivable (5,496) 4,366
Inventories 3,205 (3,900)
Deposits on timber purchase contracts 40 (983)
Prepaid expenses (409) (626)
Deferred income taxes (1,315) -
Other assets (782) 348
-------- --------
Net cash provided by (used for) operating activities 4,880 (13,427)
Cash flow from investing activities:
Capital expenditures (1,650) (677)
Proceeds from disposal of discontinued operations - 50,500
Proceeds from sale of Paragon Trade Brands, Inc. common stock - 4,819
Proceeds from sale of other properties 2 1,527
-------- --------
Net cash provided by (used for) investing activities (1,648) 56,169
Cash flow from financing activities:
Net increase (decrease) in short-term borrowings 1,100 (40,500)
Net reduction of long-term debt (119) (10,112)
Cash dividends (2,539) (2,539)
-------- --------
Net cash used for financing activities (1,558) (53,151)
-------- --------
Increase (decrease) in cash and cash equivalents 1,674 (10,409)
Cash and cash equivalents at
beginning of period 32,208 13,826
-------- --------
Cash and cash equivalents at
end of period $ 33,882 $ 3,417
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
4
<PAGE> 6
POPE & TALBOT, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 1997 and 1996
(Unaudited)
1. General
The consolidated condensed interim financial statements have been
prepared by the Company without audit and are subject to normal
recurring year-end adjustments. Certain information and footnote
disclosure normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of the Company, the
accompanying unaudited consolidated condensed financial statements
contain all adjustments (all of which are of a normal recurring nature)
necessary to present fairly the financial position of the Company as of
March 31, 1997 and December 31, 1996, and the results of operations and
changes in cash flows for the three months ended March 31, 1997 and
1996. It is suggested that these interim statements be read in
conjunction with the financial statements and notes thereto contained
in the Company's 1996 report on Form 10-K. The results of operations
for the three months ended March 31, 1997 and 1996 are not necessarily
indicative of the results to be expected for the full year.
2. Income Taxes
The income tax provision is estimated on an interim basis using the
best available information for projected results for the entire year.
3. Earnings per Share
Per share information is based on the weighted average number of common
shares outstanding during each period.
Refer to Exhibit 11.1 of this filing for the computation of average
common shares outstanding and earnings per share.
5
<PAGE> 7
POPE & TALBOT, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 1997 AND 1996
(unaudited)
RESULTS OF OPERATIONS
Solid wood products operating profits and break-even results in the pulp
and paper segment led to first quarter 1997 net income of $1,378,000, or $.10
per share, for Pope & Talbot, Inc. (the Company). The 1997 first quarter income
compared to a loss from continuing operations of $2,765,000, or $.20 per share,
in the first quarter of 1996. Additionally, in the first quarter of 1996, the
Company reported a gain on the disposal of its discontinued disposable diaper
business of $3,110,000, or $.23 per share. Revenues of $116,874,000 in the first
quarter 1997 were 6 percent higher than those in the 1996 first quarter
reflecting increased lumber sales which more than offset lower pulp and wood
chip revenues.
In the wood products segment, earnings of $6.8 million in the first quarter of
1997 were substantially improved over first quarter 1996 income of $3.0 million.
The 1996 first quarter results included a $2.1 million gain related to the sale
of sawmill equipment at Port Gamble. The Port Gamble facility was permanently
shut down in the fourth quarter of 1995. This segment comprised 55 percent of
1997 first quarter sales. Total 1997 first quarter wood products revenues of
$64.3 million were 19 percent higher than first quarter 1996 revenues reflecting
increased lumber prices and volumes which more than offset lower residual wood
chip prices. Overall lumber prices in the first quarter of 1997 remained strong
at levels slightly better than the 1996 fourth quarter. First quarter 1997
lumber prices were about 31 percent higher than for the corresponding period of
1996. Although lumber prices have remained strong, the sawmills' residual chip
markets in the Pacific Northwest and British Columbia remain weak, reflecting
the continued poor world pulp markets. First quarter 1997 chip prices were only
half the first quarter 1996 price levels and were down about 10 percent from the
1996 fourth quarter averages. The Company uses residual chips in its pulp
business which mitigates somewhat the impact of these low chip prices in the
lumber business. However, the Company produces more residual chips in its lumber
business than it consumes in the pulp business, so on balance, weak chip prices
have a detrimental impact on the Company's overall operating results.
Lumber sales volume of 139 million board feet in the first quarter of 1997
approximated the 1997 first quarter sawmill capacity and compared to shipments
of 130 million board feet in the first quarter of 1996. The year-to-year volume
increase reflected increased production at the Company's Canadian sawmills to
take advantage of the favorable lumber markets. During 1996, U.S. and Canadian
trade negotiators reached an agreement establishing volume quotas on Canadian
softwood lumber shipments to the U.S. The agreement specifies on a company by
company basis the lumber volumes which may be shipped to the U.S. tariff-free
and those volumes subject to a per thousand board foot tariff. March 31, 1997,
represented the end of the first fiscal year lumber quota period related to this
agreement. During the 1997 first quarter, shipments from the Company's Canadian
sawmills into the U.S. resulted in tariff charges of about $0.9 million.
Approximately 75 percent of the Company's 1997 lumber capacity is located in
British Columbia, Canada.
6
<PAGE> 8
The pulp and paper segment, which represented 45 percent of first quarter
1997 revenues, broke even in the first quarter of 1997 compared to a loss of
$2.9 million in the first quarter of 1996. The 1997 first quarter results
reflect profitable tissue operations which offset continued losses in the
Company's pulp business. Segment revenues of $52.6 million were down 7 percent
from the first quarter of 1996 due mainly to lower tissue and pulp pricing which
more than offset improved tissue and pulp volumes.
The Company's pulp business, which comprised approximately 17 percent of first
quarter 1997 revenues, continued to incur losses as the industry suffered from
high inventory levels and poor market pulp prices. Pulp pricing peaked in the
fourth quarter of 1995 followed by a rapid decline at the end of 1995 which
continued through the first quarter of 1996. Pulp prices for the balance of 1996
approximated the low end of first quarter 1996 levels and prices in the first
quarter of 1997 fell even further. First quarter 1997 Company pulp prices were 8
percent below the already depressed 1996 fourth quarter levels and were 30
percent lower than the 1996 first quarter prices. First quarter 1997 pulp prices
were nearly 50 percent below prices realized at the fourth quarter 1995 peak.
The Company sold about half of its first quarter 1997 and 1996 pulp volumes to
the Grays Harbor Paper Company (Grays Harbor). Under the Company's supply
agreement with Grays Harbor, pulp prices are tied to a formula based on white
paper prices which typically move on a different cycle than market pulp. During
1996, the Company benefited from this pricing formula because white paper prices
did not fall as rapidly as market pulp prices. In the first quarter of 1997,
however, Grays Harbor and market pulp pricing were relatively comparable. As
discussed for the Company's wood products segment, residual wood chip prices
remained low in the first quarter of 1997. Consistent with these low residual
wood chip prices, sawdust costs also remained low in the 1997 first quarter. The
low sawdust costs are significant in that sawdust pulp represented over half of
first quarter 1997 pulp production. These low chip and sawdust prices have
helped somewhat to offset the impact of the depressed pulp sales prices. During
the 1997 first quarter, the Halsey mill operated at approximately 97 percent of
capacity compared to 80 percent of capacity production in the 1996 first
quarter. The below-capacity 1996 production related mainly to a market induced
2-week shutdown taken at the end of the first quarter combined with a 3-day
flood-caused shutdown in February 1996.
The Company's tissue business, which represented about 28 percent of 1997 first
quarter revenues, generated profits in the first quarter of 1997 which exceeded
the small profits produced in the corresponding 1996 period. This improved
profitability reflected higher tissue volumes, lower wastepaper costs and
improved operating efficiencies at the Ransom, Pennsylvania facility which more
than offset lower tissue prices. During 1996, particularly in the first quarter,
the Company worked through the process of rebuilding lost business and
correcting operating inefficiencies resulting from the seven-month 1995 labor
strike at the Ransom facility. This labor strike was settled late in the 1995
fourth quarter. Due mainly to these Ransom improvements, tissue sales volume in
the first quarter of 1997 was 12 percent higher than the comparable 1996 period.
After several years of poor tissue pricing, the Company benefited from
continuously improving prices during 1995 and early 1996. During the second
quarter of 1996, Procter & Gamble and Kimberly-Clark announced 6 to 8 percent
average tissue price reductions and the Company responded by decreasing tissue
prices in the second and third quarters of 1996. First quarter 1997 tissue
prices were essentially flat relative to the fourth quarter of 1996, but were 9
percent lower than first quarter 1996 prices. After being pushed to record
levels during 1995, wastepaper pricing began to decline at year-end 1995 and
accelerated through the first quarter of 1996 consistent with market pulp
prices. The Company's wastepaper costs have remained fairly stable since the
dramatic decreases
7
<PAGE> 9
early in 1996. First quarter 1997 wastepaper costs were 16 percent below
those in the first quarter 1996 and approximated the fourth quarter 1996 prices.
During the first quarter 1997, the tissue business operated essentially at
capacity.
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 1997, operations generated cash of $4.9
million. Income before non-cash charges for depreciation and amortization
generated $8.9 million of cash. Increases in accounts receivable related mainly
to higher pulp business export sales in March 1997 used cash of $5.5 million.
Reductions of inventories related primarily to decreases in the relatively large
year-end Canadian log inventories generated cash of $3.2 million.
Capital spending of $1.7 million in the first quarter of 1997 was used primarily
for relatively small, business-sustaining projects. The Company anticipates that
approximately $5 million will be required to complete previously approved
projects and that total capital spending for 1997 will approximate $15 million.
It is anticipated that capital spending for the remainder of the year will be
financed from internally generated cash and, if necessary, from the Company's
line of credit.
The Company returned $2.5 million to shareholders in the form of dividends
in the first quarter of 1997. The Company currently has a $75 million
revolving-credit agreement under which $22 million was outstanding at March 31,
1997, leaving an unused balance of $53 million. The Company also has a $10
million uncommitted credit line which is used primarily to facilitate cash
management activities. This uncommitted credit line had $9.1 million outstanding
at March 31, 1997.
FACTORS THAT MAY AFFECT FUTURE RESULTS
Statements in this report or in other Company communications, such as press
releases, may relate to future events or the Company's future performance and
such statements are forward-looking statements. Such forward-looking statements
are based on present information the Company has related to its existing
business circumstances. Investors are cautioned that such forward-looking
statements are subject to an inherent risk that actual results may differ
materially from such forward-looking statements. Factors that may result in such
variances include, but are not limited to, changes in commodity prices and other
economic conditions, actions by competitors, changing weather conditions and
natural phenomena, actions by government authorities, uncertainties associated
with legal proceedings and future decisions by management in response to
changing conditions. Such factors are discussed in this report on Form 10-Q as
well as in the Company's Annual Report on Form 10-K.
8
<PAGE> 10
PART II.
ITEM 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Shareholders was held on April 30, 1997.
The following members were elected to the Company's Board of Directors to
hold office for three-year terms expiring in 2000.
<TABLE>
<CAPTION>
Nominee In Favor Withheld
------- -------- --------
<S> <C> <C>
Gordon P. Andrews 12,322,904 (98.5%) 186,616 (1.5%)
Peter T. Pope 11,296,494 (90.3%) 1,213,026 (9.7%)
Brooks Walker, Jr. 11,284,870 (90.2%) 1,224,650 (9.8%)
</TABLE>
Additionally, the following directors were elected in previous years to
three-year terms on the Company's Board of Directors and will continue
their terms of office: Hamilton W. Budge, Charles Crocker, Michael
Flannery, Warren E. McCain, Robert Stevens Miller, Jr. and Hugo G.L.
Powell.
The results of the voting on the ratification of selection of Arthur
Andersen LLP as independent public accountants was as follows:
<TABLE>
<CAPTION>
In Favor Opposed Abstained
-------- ------- ---------
<S> <C> <C>
12,434,111 (99.4%) 25,716 (0.2%) 49,693 (0.4%)
</TABLE>
ITEM 6. Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>
Exhibits
<S> <C> <C>
3.1 Certificate of Incorporation, as amended. (Incorporated
herein by reference to Exhibit 3(a) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992.)
3.2 Bylaws. (Incorporated herein by reference to Exhibit 3.2 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.)
4.1 Indenture, dated June 2, 1993, between the Company and
Chemical Trust Company of California as Trustee with respect
to the Company's 8-3/8% Debentures due 2013. (Incorporated
herein by reference to Exhibit 4.1 to the Company's
registration statement on Form S-3 filed April 6, 1993.)
4.2 Revolving Credit Agreement, dated May 6, 1992, among the
Company and United States National Bank of Oregon; CIBC,
Inc.; ABN AMRO Bank N.V.; Continental Bank N.A.; and
Wachovia Bank of Georgia, National Association.
(Incorporated herein by reference to Exhibit 4 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992.)
4.3 Rights Agreement, dated as of April 13, 1988, between the
Company and The Bank of California, as rights agent.
(Incorporated herein by reference to Exhibit 4(e) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1992.)
</TABLE>
9
<PAGE> 11
<TABLE>
<S> <C> <C>
4.4 Extension Agreement, dated as of June 30, 1994, to the
Revolving Credit Agreement, dated May 6, 1992, among the
Company and United States National Bank of Oregon; CIBC,
Inc.; ABN AMRO Bank N.V.; Continental Bank N.A.; and
Wachovia Bank of Georgia, National Association.
(Incorporated herein by reference to Exhibit 4.6 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994.)
4.5 Modification Agreement, dated as of October 31, 1994, to the
Revolving Credit Agreement, dated May 6, 1992, among the
Company and United States National Bank of Oregon; CIBC,
Inc.; ABN AMRO Bank N.V.; Continental Bank N.A.; and
Wachovia Bank of Georgia, National Association.
(Incorporated herein by reference to Exhibit 4.7 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994.)
4.6 Modification Agreement, dated as of December 31, 1994, to
the Revolving Credit Agreement, dated May 6, 1992, among the
Company and United States National Bank of Oregon; CIBC,
Inc.; ABN AMRO Bank N.V.; Continental Bank N.A.; and
Wachovia Bank of Georgia, National Association.
(Incorporated herein by reference to Exhibit 4.8 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994.)
4.7 Extension/Modification Agreement dated as of June 30, 1995,
to the Revolving Credit Agreement, dated May 6, 1992, among
the Company and United States National Bank of Oregon; CIBC,
Inc.; ABN AMRO Bank N.V.; Bank of America Illinois, fka
Continental Bank; and Wachovia Bank of Georgia, National
Association. (Incorporated herein by reference to Exhibit
4.7 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995.)
4.8 Modification Agreement dated as of October 16, 1995, to the
Revolving Credit Agreement, dated May 6, 1992, among the
Company and United States National Bank of Oregon; CIBC,
Inc.; ABN AMRO Bank N.V.; Bank of America Illinois; and
Wachovia Bank of Georgia, National Association.
(Incorporated herein by reference to Exhibit 4.8 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995.)
4.9 Modification Agreement, dated as of January 22, 1996, to the
Revolving Credit Agreement, dated May 6, 1992, among the
Company and United States National Bank of Oregon; CIBC
Inc.; ABN AMRO Bank N.V.; Bank of America Illinois; and
Wachovia Bank of Georgia, National Association.
(Incorporated herein by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K filed February 8,
1996.)
4.10 Revolving Line of Credit Agreement, dated July 25, 1996,
between the Company and the United States National Bank of
Oregon. (Incorporated herein by reference to Exhibit 4.10 to
the Company's Annual Report on Form 10-K for the year ended
December 31,1996.)
4.11 Modification Agreement, dated as of November 18, 1996, to
the Revolving Credit Agreement, dated May 6, 1992, among the
Company and the United States National Bank of Oregon; CIBC,
Inc.; ABN AMRO Bank N.V.; Bank of America Illinois; and
Wachovia Bank of Georgia, National Association.
(Incorporated herein by reference to Exhibit 4.11 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996.)
</TABLE>
10
<PAGE> 12
<TABLE>
<S> <C> <C>
10.1 Executive Compensation Plans and Arrangements
---------------------------------------------
10.1.1 Stock Option and Appreciation Plan. (Incorporated herein by
reference to Exhibit 10(a) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992.)
10.1.2 Executive Incentive Plan. (Incorporated herein by reference
to Exhibit 10(b) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992.)
10.1.3 Restricted Stock Bonus Plan. (Incorporated herein by
reference to Exhibit 10(c) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992.)
10.1.4 Deferral Election Plan. (Incorporated herein by reference to
Exhibit 10(d) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992.)
10.1.5 Supplemental Executive Retirement Income Plan. (Incorporated
herein by reference to Exhibit 10(e) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1990.)
10.1.6 Form of Severance Pay Agreement among the Company and
certain of its executive officers. (Incorporated herein by
reference to Exhibit 10(f) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1990.)
10.1.7 1996 Non-Employee Director Stock Option Plan. (Incorporated
herein by reference to Exhibit 10.1.7 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1996.)
10.2 Lease agreement between the Company and Pope Resources,
dated December 20, 1985, for Port Gamble, Washington sawmill
site. (Incorporated herein by reference to Exhibit 10(g) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1990.)
10.3 Lease agreement between the Company and Shenandoah
Development Group, Ltd., dated March 14, 1988, for Atlanta
diaper mill site as amended September 1, 1988 and August 30,
1989. (Incorporated herein by reference to Exhibit 10(h) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1990.)
10.4 Lease agreement between the Company and Shenandoah
Development Group, Ltd., dated July 31, 1989, for additional
facilities at Atlanta diaper mill as amended August 30, 1989
and February 1990. (Incorporated herein by reference to
Exhibit 10(i) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1990.)
10.5 Grays Harbor Paper L.P. Amended and Restated Pulp Sales
Supply Contract, dated September 28, 1994 (with certain
confidential information deleted). (Incorporated herein by
reference to Exhibit 10(j) to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1994.)
10.6 Province of British Columbia Tree Farm License No. 8, dated
March 1, 1995. (Incorporated herein by reference to Exhibit
10.6 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996.)
</TABLE>
11
<PAGE> 13
<TABLE>
<S> <C> <C>
10.7 Province of British Columbia Tree Farm License No. 23, dated
March 1, 1995. (Incorporated herein by reference to Exhibit
10.7 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996.)
10.8 Province of British Columbia Forest License A18969, dated
December 1, 1993. (Incorporated herein by reference to
Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996.)
11.1 Statement showing computation of per share earnings.
27.1 Financial Data Schedule.
</TABLE>
The undersigned registrant hereby undertakes to file with
the Commission a copy of any agreement not filed under exhibit item
(4) above on the basis of the exemption set forth in the Commission's
rules and regulations.
Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the three months ended March
31, 1997.
12
<PAGE> 14
POPE & TALBOT, INC.
SIGNATURE
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.
POPE & TALBOT, INC.
------------------------
Registrant
Date: May 13, 1997 /s/ C. Lamadrid
-------------------------
C. Lamadrid
Senior Vice President and
Chief Financial Officer
<PAGE> 1
Exhibit 11.1
POPE & TALBOT, INC.
STATEMENT SHOWING CALCULATION OF AVERAGE
COMMON SHARES OUTSTANDING AND EARNINGS
PER AVERAGE COMMON SHARE
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------
1997 1996
----------- -----------
<S> <C> <C>
Weighted average number
of common shares
outstanding 13,363,779 13,363,779
Application of the "treasury
stock" method to the stock
option plan 993 -
----------- -----------
Total common and common
equivalent shares,
assuming full dilution 13,364,772 13,363,779
=========== ===========
Net income $ 1,378,000 $ 345,000
=========== ===========
Net income per common share,
assuming full dilution $ .10 $ .03
=========== ===========
</TABLE>
The computation of primary net income per common share is not included because
the computation can be clearly determined from the material contained in this
report.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE POPE &
TALBOT, INC. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS FOR THE QUARTERLY
PERIOD ENDED MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 33,882
<SECURITIES> 0
<RECEIVABLES> 44,666
<ALLOWANCES> 0
<INVENTORY> 77,831
<CURRENT-ASSETS> 168,906
<PP&E> 469,114
<DEPRECIATION> 273,631
<TOTAL-ASSETS> 407,214
<CURRENT-LIABILITIES> 87,639
<BONDS> 107,907
0
0
<COMMON> 13,972
<OTHER-SE> 167,015
<TOTAL-LIABILITY-AND-EQUITY> 407,214
<SALES> 116,874
<TOTAL-REVENUES> 116,874
<CGS> 107,440
<TOTAL-COSTS> 107,440
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,189
<INCOME-PRETAX> 2,375
<INCOME-TAX> 997
<INCOME-CONTINUING> 1,378
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,378
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
