<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31,2000
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 1-8712
BOWATER INCORPORATED
--------------------
(Exact name of registrant as specified in its charter)
Delaware 62-0721803
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 East Camperdown Way, P.O. Box 1028, Greenville, SC 29602
-----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(864) 271-7733
--------------
(Registrant's telephone number, including area code)
(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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding (and held by non-affiliates) of
each of the issuer's classes of common stock, as of May 4, 2000.
Class Outstanding at May 4, 2000
----- --------------------------
Common Stock, $1.00 Par Value 51,540,355 Shares
<PAGE> 2
BOWATER INCORPORATED
I N D E X
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
PART I FINANCIAL INFORMATION
1. Financial Statements:
Consolidated Balance Sheet at March 31, 2000,
and December 31, 1999 3
Consolidated Statement of Operations for the Three
Months Ended March 31, 2000, and
March 31, 1999 4
Consolidated Statement of Capital Accounts
for the Three Months Ended March 31, 2000 5
Consolidated Statement of Cash Flows for the
Three Months Ended March 31, 2000, and
March 31, 1999 6
Notes to Consolidated Financial Statements 7-11
2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12-15
3. Quantitative and Qualitative Disclosures About Market Risk 15
PART II OTHER INFORMATION
Exhibits and Reports on Form 8-K 16
SIGNATURES 17
</TABLE>
2
<PAGE> 3
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED, IN MILLIONS OF US DOLLARS)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---------- ------------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 27.8 $ 24.7
Marketable securities 0.4 2.1
Accounts receivable, net 324.6 314.3
Inventories 155.0 145.4
Other current assets 44.0 46.0
-------- --------
Total current assets 551.8 532.5
-------- --------
Timber and timberlands 276.5 283.2
Fixed assets, net(Note 2) 2,567.8 2,581.3
Notes receivable 146.0 146.0
Goodwill 864.1 870.6
Other assets 138.9 138.6
======== ========
$4,545.1 $4,552.2
======== ========
LIABILITIES AND CAPITAL
Current liabilities:
Current installments of long-term debt(Note 3) $ 4.1 $ 35.5
Short-term bank debt 75.4 15.0
Accounts payable and accrued liabilities(Notes 4 and 11) 313.2 336.4
Dividends payable 10.7 10.9
Income tax payable 2.8 --
-------- --------
Total current liabilities 406.2 397.8
-------- --------
Long-term debt, net of current installments 1,452.0 1,454.6
Other long-term liabilities(Note 4) 326.2 326.1
Deferred income taxes 487.6 481.4
Minority interests in subsidiaries(Note 5) 114.6 121.5
Commitments and contingencies(Note 6) -- --
Shareholders' equity:
Common stock 61.5 60.8
Exchangeable shares(Note 3) 76.8 105.4
Additional paid-in capital 1,344.5 1,315.4
Retained earnings 698.5 691.8
Accumulated other comprehensive income (loss)(Note 12) (18.3) (18.3)
Loan to ESOT (0.2) (0.7)
Treasury stock, at cost(Note 7) (404.3) (383.6)
-------- --------
Total shareholders' equity 1,758.5 1,770.8
-------- --------
$4,545.1 $4,552.2
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED, IN MILLIONS OF US DOLLARS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------
March 31, March 31,
2000 1999
--------- ----------
<S> <C> <C>
Sales $ 562.9 $ 619.8
Distribution costs 42.4 48.5
-------- --------
Net sales 520.5 571.3
Cost of sales 361.4 423.4
Depreciation, amortization and cost of timber harvested 71.8 75.8
Selling and administrative expense 32.8 22.6
Net gain on sale of assets (Note 2) 3.2 145.4
-------- --------
Operating income 57.7 194.9
Other expense (income):
Interest income (3.7) (0.5)
Interest expense, net of capitalized interest 31.8 32.4
Other, net (Note 8) 1.0 (12.3)
-------- --------
29.1 19.6
-------- --------
Income before income taxes and minority interests 28.6 175.3
Provision for income taxes 12.1 68.4
Minority interests in net income (loss) of subsidiaries (0.7) 0.4
-------- --------
Net income 17.2 106.5
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments -- (4.3)
-------- --------
Comprehensive income $ 17.2 $ 102.2
======== ========
Basic earnings per common share (Note 9): $ 0.32 $ 1.93
======== ========
Average common shares outstanding 53.3 54.5
======== ========
Diluted earnings per common share (Note 9): $ 0.32 $ 1.89
======== ========
Average common and common equivalent shares outstanding 53.8 55.8
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CAPITAL ACCOUNTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(UNAUDITED, IN MILLIONS OF US DOLLARS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Accumulated
Additional Other
Common Exchangeable Paid-in Retained Comprehensive Loan to Treasury
Stock Shares Capital Earnings Income (Loss) ESOT Stock
-------- ------------ ----------- -------- ------------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 $60.8 $ 105.4 $1,315.4 $691.8 $ (18.3) $ (0.7) $(383.6)
Net income -- -- -- 17.2 -- -- --
Retractions of exchangeable shares 0.7 (28.6) 27.9 -- -- -- --
Dividends on:
Common ($.20 per share) -- -- -- (10.5) -- -- --
Reduction in loan to ESOT -- -- -- -- -- 0.5 --
Foreign currency translation -- -- -- -- -- -- --
Stock options exercised -- -- 0.8 -- -- -- --
Tax benefit on exercise of stock options -- -- 0.4 -- -- -- --
Purchase of common stock (Note 7) -- -- -- -- -- -- (20.7)
----- --------- --------- ------ ------ ------------ -------
Balance at March 31, 2000 $61.5 $ 76.8 $1,344.5 $698.5 $(18.3) $ (0.2) $(404.3)
===== ========= ========= ====== ====== ============ =======
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED, IN MILLIONS OF US DOLLARS)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------
March 31, March 31,
2000 1999
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 17.2 $ 106.5
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, amortization and cost of timber harvested 71.8 75.8
Deferred income taxes 7.6 (2.7)
Minority interests (0.7) 0.4
Net gain on sale of assets (Note 2) (3.2) (145.4)
Change in working capital:
Accounts receivable, net (10.6) 28.8
Inventories (9.6) (27.1)
Accounts payable and accrued liabilities (18.1) (53.8)
Income taxes payable 5.7 58.5
Other, net 6.3 (2.5)
-------- --------
Net cash from operating activities 66.4 38.5
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash invested in fixed assets, timber and timberlands (58.3) (54.6)
Disposition of fixed assets, timber and timberlands (Note 2) 5.2 216.5
Cash paid on maturity of hedging contracts (Note 11) (5.6) (11.9)
Cash invested in marketable securities (49.4) (0.9)
Cash from maturities of marketable securities 51.1 1.0
-------- --------
Net cash from (used for) investing activities (57.0) 150.1
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends, including minority interests (Note 5) (16.9) (13.9)
Purchase of common stock (Note 7) (20.7) (38.0)
Proceeds from short-term borrowings 108.4 140.8
Payments of short-term borrowings (48.1) (216.0)
Proceeds from long-term borrowings 0.4 --
Payments of long-term debt (Note 3) (30.7) (1.4)
Stock options exercised 0.8 0.7
Redemption of Convertible Subordinated Debentures (Note 3) -- (65.9)
Redemption of Series C Preferred Stock (Note 3) -- (26.4)
Other 0.5 0.7
-------- --------
Net cash used for financing activities (6.3) (219.4)
-------- --------
Net increase (decrease) in cash and cash equivalents 3.1 (30.8)
Cash and cash equivalents at beginning of year 24.7 58.3
-------- --------
Cash and cash equivalents at end of period $ 27.8 $ 27.5
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest, net of capitalized interest of $0.5 and $2.1 $ (21.1) $ (26.3)
Income taxes (paid) received $ 1.3 $ (7.9)
Noncash investing and financing activity:
Conversion of 7.50% Convertible Unsecured
Subordinated Debentures into
Exchangeable Shares (Note 3) $ -- $ 66.2
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying consolidated financial statements include the accounts of
Bowater Incorporated and Subsidiaries as of March 31, 2000. The
consolidated balance sheets, statements of operations, capital accounts
and cash flows are unaudited. However, in the opinion of our management,
all adjustments (consisting of normal recurring adjustments) necessary for
fair presentation of the interim financial statements have been made. The
results of the interim period ended March 31, 2000 are not necessarily
indicative of the results to be expected for the full year.
2. During the first quarter of 2000, Bowater sold fixed assets resulting in a
pre-tax gain of $3.2 million, or $.04 per diluted share after tax. During
the first quarter of 1999, we sold approximately 981,000 acres of
timberlands and a sawmill resulting in a pre-tax gain of $145.4 million,
or $1.59 per diluted share after tax.
3. In January 2000, Bowater repurchased a portion of its 9.25% Debentures due
2002. The cash price paid was $20.8 million, including premium and accrued
interest. In February 1999, we redeemed all of our outstanding 7.50%
Convertible Unsecured Subordinated Debentures due 2004. In connection with
the redemption, we paid cash of approximately $65.9 million, and Bowater
Canada Inc. issued 1,359,620 exchangeable shares. Also in February 1999,
we redeemed all of the remaining shares of our 8.40% Series C Cumulative
Preferred Stock for $26.6 million, including accrued dividends.
4. In connection with the acquisition of Avenor during the third quarter of
1998, Bowater recorded merger-related liabilities. In the third and fourth
quarter of 1998, we recorded liabilities relating to the closure of our
Gold River pulp mill and the sale of our Dryden white paper mill, both of
which were acquired as part of the Avenor acquisition. During the first
quarter of 2000, we made payments against the reserves of $2.0 million, of
which $1.2 million was for payment of employee termination costs. In
addition, we increased the reserves by $2.1 million to reflect revised
estimates of our environmental liabilities.
As of March 31, 2000, the remaining accrual for the above items is $26.1
million. Of this remaining accrual, $2.9 million reduces the carrying
value of assets, $11.8 million is included in "Accounts payable and
accrued liabilities" and $11.4 million is included in "Other long-term
liabilities" in the Consolidated Balance Sheet. As of March 31, 2000, the
cash requirements related to these liabilities are expected to be $11.8
million during the balance of 2000 and $11.4 million related to
environmental matters in 2001 and beyond.
The following table summarizes the activity of the liabilities described
above:
<TABLE>
<CAPTION>
Write-offs &
Payments
Balance Adjust Against Increase Foreign Balance
(In millions) 12/31/99 Goodwill Reserve Reserve Exchange 3/31/00
- ----------------------- --------- ---------- ------------- -------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Employee
termination costs $ 3.3 $ -- $ (1.2) $ -- $ -- $ 2.1
Facility closures 3.9 -- (0.1) -- -- 3.8
Asset impairments
/disposals 3.6 -- (0.7) -- -- 2.9
Environmental 15.2 -- -- 2.1 -- 17.3
- ----------------------- ----- ----- ------------ ------------- ------- ---------
Totals $26.0 $ -- $ (2.0) $ 2.1 $ -- $ 26.1
- ----------------------- ----- ----- ------------ ------------- ------- ---------
</TABLE>
5. During the first quarter of 2000, the Board of Directors of Calhoun
Newsprint Company (CNC) declared a $12.5 million dividend. As a result,
$6.1 million was paid to the minority shareholder. In the first quarter of
1999, the Board of Directors of CNC declared a dividend of $4.9 million,
resulting in a payment of $2.4 million to the minority shareholder.
7
<PAGE> 8
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. Bowater is involved in various legal proceedings relating to contracts,
commercial disputes, taxes, environmental issues, employment and workers'
compensation claims, and other matters. We periodically review the status
of these proceedings with both inside and outside counsel. Our management
believes that the ultimate disposition of these matters will not have a
material adverse effect on our operations or our financial condition taken
as a whole.
7. During the first quarter of 2000, Bowater purchased 432,500 shares of its
common stock for $20.7 million under a stock repurchase program authorized
in May 1999. Under this current program, we have purchased a total of 1.5
million shares of common stock at a total cost of $72.5 million. During
the first quarter of 1999, we purchased 948,800 shares of common stock for
$38.0 million under a 1997 stock repurchase program.
8. "Other, net" in the Consolidated Statement of Operations includes the
following:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------
March 31, March 31,
(In millions) 2000 1999
---------------------------- --------- ---------
<S> <C> <C>
Foreign exchange (gain) loss $ 0.5 $ (12.6)
Miscellaneous items 0.5 0.3
--------- ----------
1.0 (12.3)
</TABLE>
9. The calculation of basic and diluted earnings per share is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------
March 31, March 31,
(In millions, except per share amounts) 2000 1999
- --------------------------------------- --------- ----------
<S> <C> <C>
Basic Computation:
Net income $ 17.2 $ 106.5
Less:
Series C Preferred Stock -- (0.1)
dividends
Deferred issuance costs associated
with Series C Preferred Stock -- (1.0)
------ -------
Basic income available to common
shareholders $ 17.2 $ 105.4
------ -------
Basic weighted average shares
outstanding 53.3 54.5
------ -------
Basic earnings per common share $ 0.32 $ 1.93
------ -------
</TABLE>
8
<PAGE> 9
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------
March 31, March 31,
(In millions, except per share amounts) 2000 1999
- --------------------------------------- --------- ---------
<S> <C> <C>
Diluted Computation:
Diluted income available to common
shareholders $ 17.2 $ 105.4
------ -------
Basic weighted average shares
outstanding 53.3 54.5
Effect of dilutive securities:
Options 0.5 1.3
------ -------
Diluted weighted average shares
outstanding 53.8 55.8
------ -------
Diluted earnings per
common share $ 0.32 $ 1.89
------ -------
</TABLE>
10. Segment Information:
Bowater is organized into four divisions, three of which are: the Newsprint
Division, the Coated Paper Division and the Forest Products Division.
* The Newsprint Division is responsible for the manufacturing operations
of seven sites in the United States, Canada and South Korea. It is
also responsible for the worldwide marketing of newsprint and uncoated
groundwood specialties.
* The Coated Paper Division manufactures coated groundwood paper,
newsprint, market pulp and uncoated groundwood specialties at one
manufacturing site in the United States and operates a coating
facility in Benton Harbor, Michigan. This Division is responsible for
the worldwide marketing and sales of coated groundwood paper.
* The Forest Products Division operates three sawmills and manages 1.8
million acres of owned and leased timberlands in the United States and
Canada, as well as 14.2 million acres of Crown-owned land in Canada on
which we have cutting rights. This Division sells wood fiber to the
Newsprint Division and Coated Paper Division, as well as markets and
sells timber and lumber to third parties in North America.
The Pulp Division has marketing and sales responsibility for all of our
market pulp sales; however, the financial results from these sales are
included in both the Newsprint Division and the Coated Paper Division.
Accordingly, no results are reported for the Pulp Division.
9
<PAGE> 10
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables summarize information about segment profit and loss
and segment assets for the three months ended March 31, 2000 and 1999 and
at March 31, 2000 and 1999, respectively:
(Unaudited, in millions)
<TABLE>
<CAPTION>
Coated Forest Corporate/
THREE MONTHS ENDED Newsprint Paper Products Special Other
MARCH 31, 2000 Division Division Division Items Eliminations Total
- ---------------------------------- ----------- ---------- -------- -------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net sales-including internal $ 368.2 $ 126.2 $ 118.0 $ -- $ -- $ 612.4
sales
Elimination of intersegment sales -- -- -- -- (91.9) (91.9)
---------- -------- -------- -------- ---------- ---------
Net sales - external customers 368.2 126.2 118.0 -- (91.9) 520.5
---------- -------- -------- -------- ---------- ---------
Segment income (loss) 38.6 25.0 13.1 3.2 (22.2) 57.7
---------- -------- -------- -------- ---------- ---------
Total assets at 3/31/00 $ 3,095.5 $ 498.4 $ 514.0 $ -- $ 437.2 $ 4,545.1
---------- -------- -------- -------- ---------- ---------
</TABLE>
<TABLE>
<CAPTION>
Coated Forest Corporate/
THREE MONTHS ENDED Newsprint Paper Products Special Other
MARCH 31, 1999 Division Division Division Items Eliminations Total
- ---------------------------------- ---------- ---------- -------- -------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
Net sales-including internal sales $ 414.7 $ 111.0 $ 131.5 $ -- $ 2.3 $ 659.5
Elimination of intersegment sales -- -- -- -- (88.2) (88.2)
---------- -------- -------- -------- -------- -------
Net sales - external customers 414.7 111.0 131.5 -- (85.9) 571.3
---------- -------- -------- -------- -------- -------
Segment income (loss) 35.9 16.5 10.6 145.4 (13.5) 194.9
---------- -------- -------- -------- -------- -------
Total assets at 3/31/99 $ 3,428.6 $ 483.1 $ 504.1 $ -- $ 541.9 $ 4,957.7
---------- -------- -------- -------- -------- -------
</TABLE>
During the first quarter of 2000, Bowater changed its segment disclosure
to separately report special items. Our management now reviews reports
that present these items separately from the normal operations of the
divisions. In the first quarter of 2000, the special item related to a
gain on the sale of fixed assets. In the first quarter of 1999, the
special item related to a gain on the sale of timberlands and a sawmill.
In the first quarter of 2000, we changed our presentation of intersegment
sales, presenting each division's net sales on a gross basis and including
the elimination of intersegment sales in "Corporate/other eliminations".
Also in the first quarter of 2000, we changed our asset allocations
relating to the Avenor acquisition between the Newsprint and Forest
Products Divisions and Corporate. These changes are also reflected in the
tables above.
The "Net sales" and "Segment income (loss)" for Great Northern Paper, Inc.
(GNP), included in the Newsprint and Forest Products Divisions results, for
the three months ended March 31, 1999, were $91.7 million and $2.9 million,
respectively. We sold GNP in August 1999.
We have incorporated these changes in the following table of segment
disclosures as of December 31, 1999:
<TABLE>
<CAPTION>
Coated Forest Corporate/
THREE MONTHS ENDED Newsprint Paper Products Special Other
DECEMBER 31, 1999 Division Division Division Items Eliminations Total
- ---------------------------------- ---------- ---------- -------- -------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net sales-including internal sales $ 1,528.2 $ 467.0 $ 489.3 $ -- $ 2.3 $ 2,486.8
Elimination of intersegment sales -- -- -- -- (352.1) (352.1)
---------- -------- -------- -------- -------- ---------
Net sales - external customers 1,528.2 467.0 489.3 -- (349.8) 2,134.7
---------- -------- -------- -------- -------- ---------
Depreciation 215.6 55.5 23.1 -- 6.0 300.2
---------- -------- -------- -------- -------- ---------
Segment income (loss) 46.7 72.2 46.5 133.4 (54.8) 244.0
---------- -------- -------- -------- -------- ---------
Total assets at 12/31/99 $ 3,069.4 $ 492.1 $ 514.6 $ -- $ 476.1 $ 4,552.2
---------- -------- -------- -------- -------- ---------
</TABLE>
The $133.4 million of special items represents a $47.1 million loss on the
sale of GNP, a $272.5 million gain on the sale of timberlands, and a $92.0
million impairment charge for GNP.
10
<PAGE> 11
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The line entitled "Segment income (loss)" in the preceding tables is equal
to "Operating income (loss)" as presented in our Consolidated Statement of
Operations. In addition, none of the income/loss items following
"Operating income (loss)" in our Consolidated Statement of Operations are
allocated to our segments, since they are reviewed separately by Bowater's
management. These items include, but are not limited to, interest revenue
and expense, income tax expense or benefit, and minority interests in net
income (loss) of subsidiaries.
11. Using Canadian dollar range forward contracts, Bowater hedges against the
risk of a rising Canadian dollar. At March 31, 2000, we had $509.5 million
of Canadian dollar contracts. Information regarding the carrying value,
fair market value, and range of exchange rates of the contracts is
summarized in the table below:
<TABLE>
<CAPTION>
(In millions) Liability
- ------------------------- Notional ---------------------- Range Of
Foreign Currency Exchange Amount of Carrying Fair US$/Canadian$
Agreements and Options Derivatives Amount Market Value Exchange Rates
- ------------------------- ----------- -------- ------------ --------------
<S> <C> <C> <C> <C>
Buy Currency:
Canadian dollar
Due in 2000 $ 326.5 $14.1 $14.1 .7707 - .6733
------- ----- ----- -------------
Due in 2001 183.0 0.8 0.8 .7339 - .6630
------- ----- ----- -------------
Total $ 509.5 $14.9 $14.9 .7707 - .6630
------- ----- ----- -------------
</TABLE>
12. In the Consolidated Balance Sheet as of March 31, 2000, the line entitled
"Accumulated other comprehensive income (loss)" includes $(19.5) million
for pension plan additional minimum liabilities, $(6.4) million for
foreign currency translation, and $7.6 million for taxes.
13. Certain prior-year amounts in the financial statements and the notes have
been reclassified to conform to the 2000 presentation.
11
<PAGE> 12
BOWATER INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ORGANIZATION
Bowater is organized into four divisions: the Newsprint Division, the Coated
Paper Division, the Pulp Division and the Forest Products Division. Each
division, with the exception of the Pulp Division, is responsible for the sales
and marketing of distinct product lines and the operation of certain
manufacturing sites. The Pulp Division is primarily a marketing and
distribution division. Therefore, our financial results are collected, analyzed
and reported through the Newsprint, Coated Paper and Forest Products Divisions.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION
Statements in this report that are not reported financial results or other
historical information are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. They include, for
example, statements about our business outlook, assessment of market
conditions, strategies, future plans, future sales, prices for our major
products, inventory levels, capital spending and tax rates. These
forward-looking statements are not guarantees of future performance. They are
based on management's expectations that involve a number of business risks and
uncertainties, any of which could cause actual results to differ materially
from those expressed in or implied by the forward-looking statements. The risks
and uncertainties relating to the forward-looking statements in this report
include those described under the caption "Cautionary Statement Regarding
Forward-Looking Information" in Bowater's annual report on Form 10-K for the
year ended December 31, 1999, and from time to time, in Bowater's other filings
with the Securities and Exchange Commission.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000, VERSUS
MARCH 31, 1999
For the first quarter of 2000, Bowater had operating income of $57.7 million,
compared to operating income of $194.9 million for the first quarter of 1999.
Operating income for the first quarter of 2000 includes a net gain on sale of
assets of $3.2 million compared with a net gain on sale of assets of $145.4
million for the first quarter of 1999. Excluding these asset sales, operating
income increased $5.0 million. Higher prices for our market pulp and coated
groundwood paper products, partially offset by lower shipments, account for
this increase. Higher operating costs as a result of higher prices for recycled
paper, higher benefit costs, and a higher Canadian dollar exchange rate were
mainly offset by lower costs resulting from the sale of GNP, a high cost mill.
Net income for the first quarter of 2000 was $17.2 million, or $0.32 per
diluted share, compared with net income of $106.5 million, or $1.89 per diluted
share in the first quarter of 1999. Included in net income for the first
quarter of 2000 was a pre-tax gain on the sale of fixed assets of $3.2 million,
or $0.04 per diluted share. Included in net income for the first quarter of
1999 was a pre-tax gain on the sale of timberlands of $145.4 million, or $1.59
per diluted share. In addition, we recorded pre-tax foreign currency exchange
gains of $12.6 million, or $0.19 per diluted share, during the first quarter of
1999. First quarter 2000 net sales were $520.5 million, compared with $571.3
million for the first quarter of 1999 and $525.0 for the fourth quarter of
1999.
Presented below is a discussion of each significant product line followed
by a discussion of the results of each of the reported divisions. For the first
quarter of 1999, the net sales of Great Northern Paper, Inc. (GNP) are included
in the following product lines: newsprint, coated groundwood paper, directory
paper, uncoated groundwood specialties, and lumber, timber and other wood
products. In August 1999, we completed the sale of GNP.
PRODUCT LINE INFORMATION
<TABLE>
<CAPTION>
NET SALES BY PRODUCT
THREE MONTHS ENDED
----------------------
MARCH 31, MARCH 31,
(Unaudited, in millions) 2000 1999
----------------------
<S> <C> <C>
Net sales:
Newsprint $307.1 $347.4
Coated groundwood 73.9 80.0
Directory paper -- 36.3
Market pulp 135.9 96.5
Uncoated groundwood specialties 19.8 16.3
Lumber, timber and other wood
products 118.1 131.5
Elimination of intersegment sales (91.9) (88.2)
Distribution costs (42.4) (48.5)
--------------------
Total net sales $520.5 $571.3
--------------------
</TABLE>
12
<PAGE> 13
BOWATER INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Newsprint Bowater's average transaction price for newsprint was 6% lower in the
first quarter of 2000 compared to the first quarter of 1999, while prices were
up slightly from the fourth quarter of 1999. Our shipments were also down 6%,
primarily due to the sale of GNP in August 1999 and machine downtime in the
first quarter of 2000. Newsprint market conditions continued to improve in the
first quarter. Total United States demand and consumption of newsprint
increased in the first quarter of 2000 compared to the first quarter of 1999.
Both North American mill inventories and United States customer inventories of
newsprint declined in March 2000 compared to the year ago period. On April 1,
2000, Bowater implemented a price increase of $50 per metric ton for the
domestic market due to the favorable market conditions. Prices for the export
markets also increased effective January 2000 and again in April 2000.
Coated Groundwood Bowater's coated groundwood paper average transaction price
in the first quarter of 2000 was 6% higher than in the first quarter of 1999.
Our coated groundwood shipments were 13% lower, due to the sale of GNP in
August 1999. End use markets continued to show strength with magazine
advertising pages and catalog mailings (measured by standard A mail weight),
increasing over the first quarter of 1999. Inventories at United States coated
groundwood mills as of March 31, 2000, were 34% lower than the year ago period.
Due to the favorable market conditions, we implemented a $60 per short ton
price increase in April 2000.
Market Pulp The first quarter average transaction price for Bowater's market
pulp increased 39% compared to the first quarter of 1999. Our shipments for the
quarter were slightly higher than the year ago period. World pulp markets
continued to improve over the quarter reflecting tight supply conditions and
improved demand. Pulp shipments from NORSCAN (United States, Canada, Finland,
Norway and Sweden) producing regions increased 5% over the first quarter of
1999. NORSCAN producer pulp inventories ended the first quarter at 1.2 million
metric tons or an 18 days supply, 22% lower than the March 1999 level.
Lumber Demand for Bowater's lumber products remained stable through the first
quarter of 2000 with our average transaction price declining 2% from the first
quarter of 1999. Shipments were up over last year's first quarter at our three
remaining sawmills, but down 18% overall, due to the sale of a sawmill in
Maine. United States housing starts for the first quarter of 2000 were 361,000
units, or 2% lower compared with the first quarter of 1999.
Timber Shipments of Bowater's timber products were down 12% in the first
quarter of 2000 compared to the same period in 1999. During 1999, we sold over
2 million acres of timberlands in Maine and the Southern United States, which
lowered our supply of saleable timber. The change in timber mix, as a result of
the sale of timberlands, contributed to a 12% reduction in our average
transaction price comparing the same periods.
DIVISIONAL PERFORMANCE
For the first quarter of 1999, the net sales and operating income (loss) for
GNP mill and woodlands operations are included in the Newsprint and Forest
Products Divisions. In August 1999, Bowater completed the sale of GNP.
<TABLE>
<CAPTION>
NET SALES BY DIVISION
THREE MONTHS ENDED
MARCH 31,
------------------
(In millions) 2000 1999
------------------
<S> <C> <C>
DIVISION: (1)
Newsprint $368.2 $414.7
Coated Paper 126.2 111.0
Forest Products 118.0 131.5
Corporate/other eliminations (91.9) (85.9)
-----------------
Total net sales $520.5 $571.3
-----------------
</TABLE>
<TABLE>
<CAPTION>
OPERATING INCOME (LOSS) BY DIVISION
THREE MONTHS ENDED
MARCH 31,
------------------
(In millions) 2000 1999
------------------
<S> <C> <C>
DIVISION: (1)
Newsprint $38.6 $ 35.9
Coated Paper 25.0 16.5
Forest Products 13.1 10.6
Net gain on sale of assets 3.2 145.4
Corporate/other eliminations (22.2) (13.5)
----------------
Total operating income $57.7 $194.9
----------------
</TABLE>
(1) Financial results for the production and sale of market pulp are included
in the Newsprint Division and the Coated Paper Division. The Pulp Division
is responsible for the marketing and distribution of the product and its
13
<PAGE> 14
BOWATER INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
administrative expenses are included in "Corporate/other eliminations."
Newsprint Division: Net sales for the Division decreased 11%, from $414.7
million for first quarter 1999 to $368.2 million for first quarter 2000. This
decrease is primarily the result of the sale of GNP in August 1999 and a lower
average transaction price for newsprint, partially offset by a higher average
transaction price for market pulp. See the previous discussion of product line
results.
Operating income increased 8%, from $35.9 million for first quarter 1999 to
$38.6 million for the first quarter 2000. Higher prices for market pulp
partially offset by lower prices for newsprint, account for this increase.
Operating costs for the division increased due to higher prices for recycled
paper and a higher Canadian dollar exchange rate, mainly offset by lower costs
resulting from the sale of GNP, a high cost mill.
Coated Paper Division: Net sales increased $15.2 million, from $111.0 million
for first quarter 1999 to $126.2 million for first quarter 2000, due to higher
average transaction prices for market pulp and coated groundwood paper,
partially offset by a lower average transaction price for newsprint. The
inclusion of the Nuway coating facility, purchased in July 1999, also
contributed to this increase. See the previous discussion of product line
results.
Operating income increased 52%, from $16.5 million for first quarter 1999
to $25.0 million for first quarter 2000. This increase was primarily the result
of higher prices for market pulp and coated groundwood paper, partially offset
by higher operating costs due to the increased production of specialty grades.
Forest Products Division: Net sales for the Division decreased 10%, from $131.5
million for first quarter 1999 to $118.0 million for first quarter 2000,
primarily the result of the sale of a sawmill and timberlands in 1999. See the
previous discussion of product line results.
Operating income for the Division increased $2.5 million for first quarter
of 2000 compared to the first quarter of 1999, due to lower silviculture
expenses and higher lumber productivity for the first quarter of 2000.
Net gain on sale of assets: During the first quarter of 2000, Bowater sold
fixed assets resulting in a pre-tax gain of $3.2 million. During the first
quarter of 1999, we sold approximately 981,000 acres of timberlands and a
sawmill resulting in a pre-tax gain of $145.4 million.
Corporate/Other Eliminations: The elimination of intersegment sales increased
$6.0 million. Increased sales volume between the divisions accounted for $3.7
million of this increase. The balance of the increase was due to market pulp
sales from the Gold River pulp mill, which were netted in the first quarter of
1999 eliminations. The Gold River pulp mill was permanently closed in February
1999.
Comparing the first quarter of 2000 to the first quarter of 1999, general
and administrative expenses increased $8.7 million, primarily due to higher
benefit costs and professional fees.
INTEREST AND OTHER INCOME AND EXPENSES
Interest expense for the first quarter of 2000 compared to the same period last
year decreased $0.6 million due to slightly lower average debt balances.
Comparing the same periods, interest income increased $3.2 million due to
interest on notes received in consideration for timberland sales in the fourth
quarter of 1999.
In the first quarter of 2000, Bowater recorded a foreign exchange loss of
$0.5 million versus a foreign exchange gain of $12.6 million during the first
quarter of 1999. The gain in the first quarter of last year resulted from the
impact of the change in currency exchange rates on our Canadian dollar hedging
program.
Bowater's effective tax rate for the first quarter of 2000 was 42.3% versus
39.0% in the prior year first quarter. The higher rate in 2000 was principally
due to the effect of the non-deductibility of goodwill on a lower level of
pre-tax income.
LIQUIDITY AND CAPITAL RESOURCES
Bowater's cash and cash equivalents increased to $27.8 million at March 31,
2000, from $24.7 million at December 31, 1999. We generated cash from
operations of $66.4 million, used $57.0 million of cash for investing
activities, and used $6.3 million of cash for financing activities. Aside from
cash flow from operations, capital expenditures, and changes in investments and
short-term borrowings, we made net payments on our long-term borrowings of
$30.3 million and purchased our common stock requiring cash of $20.7 million.
14
<PAGE> 15
BOWATER INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CASH FROM OPERATING ACTIVITIES:
During the first three months of 2000, Bowater's operations generated $66.4
million of cash compared to $38.5 million of cash during the first three months
of 1999, an increase of $27.9 million. The majority of this increase was due to
lower working capital needs, excluding income taxes.
CASH FROM INVESTING ACTIVITIES:
Cash used for investing activities in the first three months of 2000 totaled
$57.0 million, compared with proceeds of $150.1 million during the first three
months of 1999. Comparing the same periods, capital expenditures were $3.7
million higher in the first quarter of 2000. We expect our total capital
expenditures for 2000 to approximate $250.0 million.
In the first three months of 2000, Bowater paid $5.6 million on the
maturity of Canadian dollar hedging contracts versus $11.9 million in the first
quarter of last year. We also received net proceeds from the maturity of
marketable securities of $1.7 million in the first quarter, compared with $0.1
million for the same period in 1999.
Also in the first quarter of 1999, we completed the sale of 981,000 acres
of timberland and a sawmill resulting in cash proceeds of $216.5 million. Our
Forest Products Division periodically reviews timberland holdings and sells
timberlands considered to be non-strategic tracts.
CASH FROM FINANCING ACTIVITIES:
Cash used for financing activities was $6.3 million for the first three months
of 2000 compared with $219.4 million used in the first three months of 1999.
During the first quarter of 2000, Bowater borrowed $60.3 million (net of
repayments of $48.1 million), from its short-term credit facility. In the first
quarter of 1999, we made net payments on our short-term credit facility of $75.2
million. Also in the first quarter of 2000, we repurchased a portion of our
9.25% Debentures due 2002 for $20.8 million, including premium and accrued
interest. Other payments on our long-term borrowings were $9.9 million for a
total of $30.7 million. In the first quarter of 1999, we made payments of $1.4
million on our long-term borrowings, we paid $65.9 million for the redemption of
our 7.50% Convertible Unsecured Subordinated Debentures, and paid $26.4 million
for the redemption of our remaining 8.40% Series C Preferred Stock. In addition
to the cash payment for the redemption of the debentures, Bowater Canada Inc.
issued 1.4 million exchangeable shares.
Cash dividends in the first quarter of 2000 increased $3.0 million from
the prior year quarter due to the payment of a higher cash dividend to the
minority shareholder of Calhoun Newsprint Company. This was partially offset by
lower cash dividends on our common stock due to the stock purchases we made
during 1999, which lowered the number of shares outstanding.
During 1999, the Board of Directors authorized a new stock repurchase
program allowing us to buy back up to 5.5 million shares of our outstanding
common stock. During the first quarter of 2000, we purchased 432,500 shares at
a cost of $20.7 million. Since inception, we purchased 1.5 million shares at a
total cost of $72.5 million. In the first quarter of 1999, we purchased 948,800
shares at a cost of $38.0 million under a 1997 stock repurchase program.
We continually consider various options for the use of our cash, including
internal capital investments, share repurchases, investments to grow our
businesses and additional debt reductions.
ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended. This standard requires a
public company to recognize all derivatives as either assets or liabilities in
the statement of financial position and measure those instruments at fair
value. Bowater is required to adopt this standard in the first quarter of 2001.
We have not yet assessed the impact this standard will have on our financial
condition or results of operations at the time of adoption; however, the impact
will ultimately depend on the amount and type of derivative instruments we hold
at the time of adoption.
MARKET RISK
Bowater's market risk disclosure included in its 1999 Form 10-K, Part II, Item
7A, is still applicable as of March 31, 2000. We have updated the disclosure
concerning our Canadian dollar range forward contracts, which is included in
Footnote 11 in this Form 10-Q.
15
<PAGE> 16
BOWATER INCORPORATED AND SUBSIDIARIES
PART II
-------
OTHER INFORMATION
-----------------
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits (numbered in accordance with Item 601 of Regulation
S-K):
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
10.1 First Amendment to the Supplemental Benefit Plan for
Designated Employees of Bowater Incorporated and Affiliated
Companies as Amended and Restated Effective February 26,
1999.
10.2 Bowater Incorporated Annual Incentive Plan, as amended and
restated effective as of January 1, 1999.
27.1 Financial Data Schedule (electronic filing only).
(b) Reports on Form 8-K:
None
</TABLE>
16
<PAGE> 17
BOWATER INCORPORATED AND SUBSIDIARIES
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.
BOWATER INCORPORATED
By:
-------------------------------------------
David G. Maffucci
Senior Vice President and
Chief Financial Officer
By:
-------------------------------------------
Michael F. Nocito
Vice President and Controller
Dated: May 12, 2000
17
<PAGE> 18
BOWATER INCORPORATED AND SUBSIDIARIES
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.
BOWATER INCORPORATED
By: /s/ David G. Maffucci
-------------------------------------------
David G. Maffucci
Senior Vice President and
Chief Financial Officer
By: /s/ Michael F. Nocito
-------------------------------------------
Michael F. Nocito
Vice President and Controller
Dated: May 12, 2000
17
<PAGE> 19
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
10.1 First Amendment to the Supplemental Benefit Plan for
Designated Employees of Bowater Incorporated and Affiliated
Companies as Amended and Restated Effective February 26,
1999.
10.2 Bowater Incorporated Annual Incentive Plan, as amended and
restated effective as of January 1, 1999.
27.1 Financial Data Schedule (electronic filing only).
</TABLE>
<PAGE> 1
EXHIBIT 10.1
FIRST AMENDMENT
TO THE
SUPPLEMENTAL BENEFIT PLAN
FOR DESIGNATED EMPLOYEES OF BOWATER
INCORPORATED AND AFFILIATED COMPANIES
AS AMENDED AND RESTATED
EFFECTIVE FEBRUARY 26, 1999
WHEREAS, Bowater Incorporated (the "Company") previously amended and
restated the Supplemental Benefit Plan For Designated Employees of Bowater
Incorporated and Affiliated Companies as of February 26, 1999 (the "Plan");
WHEREAS, Section 7.02 of the Plan permits the Human Resources and
Compensation Committee of the Board of Directors of the Company (the "HRCC") to
amend the Plan;
WHEREAS, the HRCC desires to amend the Plan to allow the Chairman,
President and Chief Executive Officer of the Corporation or any other successor
officer who has similar responsibilities, to modify or waive the provisions of
Section 6.02;
NOW, THEREFORE, BE IT RESOLVED that, effective November 9, 1999, the
first line of Section 6.02(b) shall be modified as follows:
"shall not, without the written consent of the Committee or
the Chairman, President and Chief Executive Officer or any other
successor officer who performs equivalent functions, or his or her
delegate (provided, however, that in no event, shall any such officer
or delegate give such written consent to him or herself or to the
person who delegated such authority to him or her or to a person who
reports directly to such person), compete directly or indirectly . . ."
IN WITNESS WHEREOF, the HRCC has caused this First Amendment to the
Plan to be executed by a duly authorized officer this 9th day of May, 2000.
BOWATER INCORPORATED
By: /s/ James T. Wright
------------------------------------
James T. Wright
Title: Vice President - Human Resources
---------------------------------
-1-
<PAGE> 1
EXHIBIT 10.2
BOWATER INCORPORATED
ANNUAL INCENTIVE PLAN
(as amended and restated effective as of January 1, 1999)
CONTENTS
1. Name and Purpose
2. Regulations
3. Administration
4. Policy
5. Participation
6. Performance Targets
7. Incentive Awards
8. Amendment or Discontinuance
9. Effective Date
<PAGE> 2
BOWATER INCORPORATED
ANNUAL INCENTIVE PLAN
1. Name and Purpose
The name of this plan is the Bowater Incorporated Annual Incentive Plan
(hereinafter referred to as the "Annual Incentive Plan" or the "Plan"),
and its purpose is to promote the interests of the stockholders of
Bowater Incorporated (hereinafter referred to as the "Corporation"), by
attracting and retaining employees of the Corporation who will strive
for excellence and to motivate those employees to set and achieve
business objectives by providing rewards for those who contribute most
to the operating progress and earning power of the Corporation and its
subsidiaries.
2. Regulations
The Human Resources and Compensation Committee of the Board of
Directors shall have the power to adopt eligibility and other rules and
regulations not inconsistent with the provisions of the Plan
(hereinafter referred to as the "Regulations") for the administration
thereof and to alter, amend, or revoke any Regulation so adopted.
3. Administration
The Human Resources and Compensation Committee (hereinafter referred to
as the "Committee") of the Board of Directors shall be chosen by the
board from those of its members not eligible to participate in the
benefits of the Plan and such Committee shall have full power and
authority to interpret and administer the Plan in accordance with the
Regulations.
4. Policy
The Annual Incentive Plan is an integral part of total compensation for
participating employees of the Corporation. It is designed to
contribute toward producing total competitive compensation (base salary
plus annual incentive), in a normal year.
5. Participation
Participation in the benefits of the Plan shall be limited to employees
of the Corporation and its subsidiaries.
1
<PAGE> 3
6. Performance Targets
Each year the Committee shall review and approve performance targets to
be used to determine incentive awards.
7. Incentive Awards
(a) Upon the determination by the Corporation of the extent to
which the performance targets have been achieved, the
Committee may make awards for such year to such employees as
it may select and in such amounts as it may determine in
accordance with the Regulations. The Regulations shall require
the Committee in fixing the amounts of such awards to take
into consideration the distinct contributions of the selected
employees' organizational units to the operating progress and
earnings power of the Corporation and its subsidiaries. The
Committee's selection of the employees to whom awards for such
year shall be made and its determination of the amount of each
such award shall be final.
(b) Subject to such conditions as may be provided or authorized by
the Regulations, the awards so made to selected employees
shall be paid or distributed to them or their legal
representatives by check or direct deposit to the payee's
account.
8. Amendment or Discontinuance
The Board of Directors may alter, suspend, or discontinue the Plan,
subject to meeting any and all payment obligations incurred prior to
such Board actions. Periodically, the Committee shall assess the Plan's
effectiveness in achieving its purposes. The Committee shall make such
changes in the Plan as it deems appropriate after each such review.
9. Effective Date
The Plan first became effective on January 1, 1984, and has been
subsequently amended and restated as of January 1989 and as of January
1, 1999.
2
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 28
<SECURITIES> 0
<RECEIVABLES> 325
<ALLOWANCES> 0
<INVENTORY> 155
<CURRENT-ASSETS> 552
<PP&E> 4,280
<DEPRECIATION> 1,741
<TOTAL-ASSETS> 4,545
<CURRENT-LIABILITIES> 406
<BONDS> 1,452
0
0
<COMMON> 62
<OTHER-SE> 1,697
<TOTAL-LIABILITY-AND-EQUITY> 4,545
<SALES> 521
<TOTAL-REVENUES> 521
<CGS> 361
<TOTAL-COSTS> 433
<OTHER-EXPENSES> 1
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<NET-INCOME> 17
<EPS-BASIC> 0.32
<EPS-DILUTED> 0.32
</TABLE>
