<PAGE> 1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-Q
<TABLE>
<C> <S>
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
</TABLE>
COMMISSION FILE NUMBER: 0-20646
---------------------
CARAUSTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NORTH CAROLINA 58-1388387
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3100 JOE JERKINS BLVD., AUSTELL, GEORGIA 30106
(Address of principal executive offices) (Zip Code)
</TABLE>
(770) 948-3101
(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 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 issuer's classes of
common stock, as of the latest practicable date, August 2, 2000.
<TABLE>
<CAPTION>
COMMON STOCK, $.10 PAR VALUE 25,842,110
---------------------------- ----------
<S> <C>
(Class) (Outstanding)
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
CARAUSTAR INDUSTRIES, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I -- FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of June 30, 2000
and December 31, 1999..................................... 3
Condensed Consolidated Statements of Income for the
three-month and six-month periods ended June 30, 2000 and
June 30, 1999............................................. 4
Condensed Consolidated Statements of Cash Flows for the
six-month periods ended June 30, 2000 and June 30, 1999... 5
Notes to Condensed Consolidated Financial Statements........ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations for the three-month and
six-month periods ended June 30, 2000 and June 30, 1999... 9
Item 3. Quantitative and Qualitative Disclosures About Market
Risk...................................................... 17
PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................ 18
Signatures.............................................................. 19
Exhibit Index........................................................... 20
</TABLE>
2
<PAGE> 3
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
PART I, ITEM 1.
CARAUSTAR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999*
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 2,973 $ 18,771
Receivables, net.......................................... 122,939 108,819
Inventories............................................... 106,318 89,770
Refundable income taxes................................... 4,329 1,985
Other current assets...................................... 6,623 7,777
--------- ---------
Total current assets................................ 243,182 227,122
--------- ---------
PROPERTY, PLANT AND EQUIPMENT:
Land...................................................... 12,614 12,312
Buildings and improvements................................ 127,411 125,126
Machinery and equipment................................... 600,479 580,892
Furniture and fixtures.................................... 11,508 8,984
--------- ---------
752,012 727,314
Less accumulated depreciation............................. (271,384) (247,458)
--------- ---------
Property, plant and equipment, net........................ 480,628 479,856
--------- ---------
GOODWILL, net............................................... 145,366 140,763
--------- ---------
INVESTMENT IN UNCONSOLIDATED AFFILIATES..................... 75,314 22,111
--------- ---------
OTHER ASSETS................................................ 7,074 8,791
--------- ---------
$ 951,564 $ 878,643
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt...................... $ 16,589 $ 16,615
Accounts payable.......................................... 70,104 62,454
Accrued liabilities....................................... 41,450 43,755
Dividends payable......................................... 4,637 4,572
--------- ---------
Total current liabilities........................... 132,780 127,396
--------- ---------
REVOLVING CREDIT LOANS...................................... 194,000 140,000
--------- ---------
LONG-TERM DEBT, less current maturities..................... 269,709 269,739
--------- ---------
DEFERRED INCOME TAXES....................................... 56,359 49,153
--------- ---------
DEFERRED COMPENSATION....................................... 2,857 3,164
--------- ---------
OTHER LIABILITIES........................................... 8,652 9,786
--------- ---------
MINORITY INTEREST........................................... 1,077 946
--------- ---------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, $.10 par value; 5,000,000 shares
authorized; none issued................................. 0 0
Common stock, $.10 par value; 60,000,000 shares
authorized, 25,839,551 and 25,488,280 shares issued and
outstanding at June 30, 2000 and December 31, 1999,
respectively............................................ 2,584 2,549
Additional paid-in capital................................ 155,022 149,509
Retained earnings......................................... 129,256 126,935
Accumulated other comprehensive income.................... (732) (534)
--------- ---------
286,130 278,459
--------- ---------
$ 951,564 $ 878,643
========= =========
</TABLE>
---------------
* Condensed from audited financial statements.
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
3
<PAGE> 4
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
PART I, ITEM 1.
CARAUSTAR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
2000 1999 2000 1999
-------- -------- -------- --------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
SALES................................................. $268,631 $224,198 $529,481 $421,610
FREIGHT............................................... 13,552 11,742 25,849 21,589
-------- -------- -------- --------
Net sales................................... 255,079 212,456 503,632 400,021
COST OF SALES......................................... 198,283 161,151 392,699 299,940
-------- -------- -------- --------
Gross profit................................ 56,796 51,305 110,933 100,081
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.......... 36,561 32,172 75,051 60,642
RESTRUCTURING COSTS................................... 0 0 6,913 0
-------- -------- -------- --------
Operating income............................ 20,235 19,133 28,969 39,439
OTHER (EXPENSE) INCOME:
Interest expense.................................... (7,824) (6,179) (15,611) (10,250)
Interest income..................................... 83 246 257 365
Equity in income of unconsolidated affiliates....... 3,460 2,613 6,370 4,443
Other, net.......................................... (282) 44 (350) (88)
-------- -------- -------- --------
(4,563) (3,276) (9,334) (5,530)
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST...... 15,672 15,857 19,635 33,909
MINORITY INTEREST..................................... (58) (78) (133) (196)
PROVISION FOR INCOME TAXES............................ 6,147 5,463 7,893 11,982
-------- -------- -------- --------
NET INCOME............................................ $ 9,467 $ 10,316 $ 11,609 $ 21,731
======== ======== ======== ========
BASIC
NET INCOME PER COMMON SHARE........................... $ 0.37 $ 0.41 $ 0.45 $ 0.87
======== ======== ======== ========
Weighted average number of shares outstanding......... 25,784 24,969 25,704 24,864
======== ======== ======== ========
DILUTED
NET INCOME PER COMMON SHARE........................... $ 0.37 $ 0.41 $ 0.45 $ 0.87
======== ======== ======== ========
Diluted weighted average number of shares
outstanding......................................... 25,793 25,086 25,721 24,998
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements of income.
4
<PAGE> 5
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
PART I, ITEM 1.
CARAUSTAR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------
2000 1999
-------- ---------
(UNAUDITED)
<S> <C> <C>
Cash provided by (used in)
Operating activities:
Net income............................................. $ 11,609 $ 21,731
Depreciation and amortization.......................... 29,874 23,108
Restructuring costs.................................... 5,696 0
Other noncash adjustments.............................. (154) (2,128)
Changes in current assets and liabilities.............. (25,944) (4,237)
-------- ---------
Net cash provided by operating activities......... 21,081 38,474
-------- ---------
Investing activities:
Purchases of property, plant and equipment............. (33,449) (16,802)
Acquisitions of businesses, net of cash acquired....... (4,056) (177,568)
Investment in unconsolidated affiliates................ (50,809) (80)
Other.................................................. 6,693 1,943
-------- ---------
Net cash used in investing activities............. (81,621) (192,507)
-------- ---------
Financing activities:
Proceeds from revolving credit loans................... 103,000 152,000
Repayments of revolving credit loans................... (49,000) (149,000)
Proceeds from note issuance............................ 0 196,733
Repayments of long-term debt........................... (104) (31,618)
Dividends paid......................................... (9,194) (8,917)
Proceeds from issuances of stock....................... 460 664
Other.................................................. (420) (414)
-------- ---------
Net cash provided by financing activities......... 44,742 159,448
-------- ---------
Net (decrease) increase in cash and cash equivalents........ (15,798) 5,415
Cash and cash equivalents at beginning of period............ 18,771 2,610
-------- ---------
Cash and cash equivalents at end of period.................. $ 2,973 $ 8,025
======== =========
Supplemental Disclosures:
Cash payments for interest................................ $ 14,572 $ 10,377
======== =========
Cash payments for income taxes............................ $ 5,185 $ 13,103
======== =========
Stock issued for acquisitions............................. $ 5,374 $ 6,793
======== =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements of cash flows.
5
<PAGE> 6
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
PART I, ITEM 1.
CARAUSTAR INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting of normal recurring
adjustments) which are, in the opinion of management, necessary for a
fair statement of results for the interim periods. The results of
operations for the six months ended June 30, 2000 are not necessarily
indicative of the results to be expected for the full year.
NOTE 2. ACQUISITION
The following acquisition is being accounted for under the purchase
method of accounting, applying the provisions of Accounting Principles
Board Opinion No. 16. As a result, the Company records the assets and
liabilities of the acquired company at its estimated fair value with
the excess of the purchase price over this amount being recorded as
goodwill. Actual allocations of goodwill and other identifiable assets
will be based on further studies and may change during the allocation
period, generally one year following the date of acquisition.
In February 2000, the Company acquired all of the outstanding stock of
MilPak, Inc. in exchange for 248,132 shares of the Company's common
stock valued at $4.7 million and $4.7 million in cash. MilPak operates
a facility located in Pine Brook, New Jersey that provides blister
packaging, cartoning and labeling, and other contract packaging
services. Goodwill of approximately $6.0 million was recorded in
connection with the acquisition and is being amortized over 40 years.
NOTE 3. COMPREHENSIVE INCOME
Total comprehensive income, consisting of net income plus other
nonowner changes in equity, for the three months ended June 30, 2000
and 1999 was $9,312,000 and $10,267,000, respectively. For the six
months ended June 30, 2000 and 1999, total comprehensive income was
$11,411,000 and $21,581,000, respectively.
NOTE 4. NEW ACCOUNTING PRONOUNCEMENTS
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." SFAS No.
133 established accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives), and for hedging
activities. It also requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and
measure those instruments at fair value. In June 1999, the FASB issued
SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities -- Deferral of the Effective Date of FASB Statement 133."
This statement defers the effective date of SFAS No. 133 until the
fiscal year ending December 31, 2001. In June 2000, the FASB issued SFAS
No. 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activities (an amendment of FASB No. 133)." This statement
amends the accounting and reporting standards of SFAS No. 133 for
certain derivative instruments and hedging activities. Management does
not expect these pronouncements to have a significant impact on the
Company's financial statements.
6
<PAGE> 7
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
PART I, ITEM 1.
NOTE 5. SEGMENT INFORMATION
The Company operates principally in three business segments organized
by products. The paperboard segment consists of facilities that
manufacture 100 percent recycled uncoated and clay-coated paperboard
and facilities that collect recycled paper and broker recycled paper
and other paper rolls. The tube, core and composite container segment
is principally made up of facilities that produce spiral and
convolute-wound tubes, cores and cans. The carton and custom packaging
segment consists of facilities that produce printed and unprinted
folding and set-up cartons and facilities that provide contract
manufacturing and contract packaging services. Intersegment sales are
recorded at prices which approximate market prices. Operating income
includes all costs and expenses directly related to the segment
involved. Corporate expenses include corporate, general, administrative
and unallocated information systems expenses.
The following table presents certain business segment information for
the periods indicated (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
------------------- -------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales (external customers):
Paperboard................................. $110,205 $ 92,625 $217,283 $167,727
Tube, core and composite container......... 68,666 62,881 133,647 126,775
Carton and custom packaging................ 76,208 56,950 152,702 105,519
-------- -------- -------- --------
Total.............................. $255,079 $212,456 $503,632 $400,021
======== ======== ======== ========
Net sales (intersegment):
Paperboard................................. $ 33,791 $ 28,559 $ 67,120 $ 56,242
Tube, core and composite container......... 1,332 628 2,378 1,292
Carton and custom packaging................ 383 87 550 157
-------- -------- -------- --------
Total.............................. $ 35,506 $ 29,274 $ 70,048 $ 57,691
======== ======== ======== ========
Operating income:
Paperboard(A).............................. $ 14,009 $ 14,487 $ 19,083 $ 29,502
Tube, core and composite container......... 5,821 4,944 10,208 10,219
Carton and custom packaging................ 3,454 2,318 5,973 5,225
-------- -------- -------- --------
Total.............................. 23,284 21,749 35,264 44,946
Corporate expense............................ (3,049) (2,616) (6,295) (5,507)
-------- -------- -------- --------
Operating income............................. 20,235 19,133 28,969 39,439
Interest expense........................... (7,824) (6,179) (15,611) (10,250)
Interest income............................ 83 246 257 365
Equity in income of unconsolidated
affiliates.............................. 3,460 2,613 6,370 4,443
Other (net)................................ (282) 44 (350) (88)
-------- -------- -------- --------
Income before income taxes and minority
interest................................... $ 15,672 $ 15,857 $ 19,635 $ 33,909
======== ======== ======== ========
</TABLE>
---------------
(A) During the first quarter of 2000, the Company recorded a charge to
operations of approximately $6.9 million related to the closing of
its Baltimore, Maryland paperboard mill (see Note 6). These costs
were related to the paperboard segment and are reflected in the
segment's operating income.
7
<PAGE> 8
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
PART I, ITEM 1.
NOTE 6. RESTRUCTURING COSTS
In February 2000, the Company initiated a plan to close its paperboard
mill located in Baltimore, Maryland and recorded a charge to operations
of approximately $6.9 million. The plan to close the mill was adopted
in conjunction with the Company's ongoing efforts to increase
manufacturing efficiency and reduce costs in its mill system. The $6.9
million charge included a $5.7 million noncash asset impairment charge
to write-down machinery and equipment to net realizable value. The
charge also included a $604 thousand accrual for severance and
termination benefits for 21 salaried and 83 hourly employees terminated
in connection with this plan and a $613 thousand accrual for
post-closing security, utilities and other exit costs. As of June 30,
2000, four employees remained to market the land and building, process
accounts payable, collect receivables and provide human resources
services to terminated employees. The Company is marketing the land and
building and will complete the exit plan upon the sale of the property.
The remaining severance and termination benefits will be paid by
December 31, 2000.
The following is a summary of restructuring activity from plan adoption
to June 30, 2000 (unaudited):
<TABLE>
<CAPTION>
SEVERANCE AND
OTHER
ASSET TERMINATION OTHER EXIT
IMPAIRMENT BENEFITS COSTS TOTAL
---------- ------------- ---------- ----------
<S> <C> <C> <C> <C>
First quarter 2000 provision........... $5,696,000 $ 604,000 $ 613,000 $6,913,000
Noncash.............................. 5,696,000 0 0 5,696,000
---------- --------- --------- ----------
Cash................................. 0 604,000 613,000 1,217,000
First quarter 2000 cash activity....... 0 (275,000) (204,000) (479,000)
---------- --------- --------- ----------
Balance as of March 31, 2000........... $ 0 $ 329,000 $ 409,000 $ 738,000
========== ========= ========= ==========
Second quarter 2000 cash activity...... 0 (183,000) (309,000) (492,000)
---------- --------- --------- ----------
Balance as of June 30, 2000............ $ 0 $ 146,000 $ 100,000 $ 246,000
========== ========= ========= ==========
</TABLE>
NOTE 7. COMMITMENTS AND CONTINGENCIES
The Company is involved in certain litigation arising in the ordinary
course of business. In the opinion of management, the ultimate
resolution of these matters will not have a material adverse effect on
the Company's financial condition or results of operations.
The Company has guaranteed one-half of the debt of its two
50-percent-owned joint ventures with Temple-Inland Forest Products
Corporation. At June 30, 2000, the Company's portion of this guaranteed
debt totaled $32.9 million.
8
<PAGE> 9
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
PART I, ITEM 2.
CARAUSTAR INDUSTRIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial condition and operating
results during the periods included in the accompanying condensed consolidated
financial statements.
GENERAL
The Company is a major manufacturer of recycled paperboard and converted
paperboard products, operating principally in three business segments. The
paperboard segment consists of facilities that manufacture 100 percent recycled
uncoated and clay-coated paperboard and facilities that collect recycled paper
and broker recycled paper and other paper rolls. The tube, core and composite
container segment is principally made up of facilities that produce spiral and
convolute-wound tubes, cores and cans. The carton and custom packaging segment
consists of facilities that produce printed and unprinted folding and set-up
cartons and facilities that provide contract manufacturing and contract
packaging services.
The Company is vertically integrated to the extent that a large portion of its
paperboard production is consumed internally by its converting segments
(approximately 39 percent in the first six months of 2000). As part of its
strategy to optimize capacity utilization, the Company regularly purchases
paperboard from other manufacturers in an effort to minimize the potential
impact of demand declines on the Company's own mill system. Additionally, each
of the Company's mills can produce recycled paperboard for more than one end-
use product market, which allows it to shift production between mills in
response to customer or market demands. The Company is also the only major
manufacturer to serve all four recycled boxboard end-use markets: tube and core,
folding carton, gypsum wallboard facing paper and other specialty.
Recovered fiber, which is derived from recycled paper stock, is the Company's
only significant raw material. Historically, the cost of recovered fiber has
fluctuated significantly due to market and industry conditions. Recovered fiber
cost per ton averaged $78 during 1999 and has risen steadily since the latter
part of 1999, averaging $112 during the first half of 2000. Although the Company
raises its selling prices in response to increases in raw material costs, it
often is unable to maintain its operating margins in the face of dramatic cost
increases, and it experiences short-term margin shrinkage during all periods of
price increases due to customary time lags in the implementation of price
increases. There can be no assurance that the Company will be able to recoup any
future increases in the cost of recovered fiber by raising the prices of its
products. There also can be no assurance that, even if the Company is able to
recoup such cost increases, its operating margins and results of operations will
not be materially and adversely affected by time delays in the implementation of
price increases.
9
<PAGE> 10
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
PART I, ITEM 2.
THREE MONTHS ENDED JUNE 30, 2000 AND 1999
The following tables set forth certain operating data regarding the Company's
volume and gross paper margins for the periods indicated. The volume information
shown below includes shipments of unconverted paperboard and converted
paperboard products. Tonnage volumes from the Company's business segments are
combined and presented along end-use market lines. Net sales and operating
income are reported by segment in Note 5 to the consolidated financial
statements as part of Part 1, Item 1 of this report.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
JUNE 30,
--------------- %
2000 1999 CHANGE CHANGE
------ ------ ------ ------
<S> <C> <C> <C> <C>
Production source of paperboard tons sold (in thousands):
From paperboard mill production........................... 264.9 270.8 (5.9) -2.2%
Outside purchases......................................... 29.3 21.1 8.2 38.9%
------ ------ -----
Total paperboard tonnage.......................... 294.2 291.9 2.3 0.8%
====== ====== =====
Tons sold by market (in thousands):
Tube, core and can volume
Paperboard (internal).................................. 53.6 51.2 2.4 4.7%
Outside purchases...................................... 6.6 4.6 2.0 43.5%
------ ------ -----
Tube, core and can converted products..................... 60.2 55.8 4.4 7.9%
Unconverted paperboard.................................... 9.0 10.8 (1.8) -16.7%
------ ------ -----
Tube, core and can volume......................... 69.2 66.6 2.6 3.9%
Folding carton volume
Paperboard (internal).................................. 16.5 15.5 1.0 6.5%
Outside purchases...................................... 20.8 12.4 8.4 67.7%
------ ------ -----
Folding carton converted products......................... 37.3 27.9 9.4 33.7%
Unconverted paperboard.................................... 66.8 80.1 (13.3) -16.6%
------ ------ -----
Folding carton volume............................. 104.1 108.0 (3.9) -3.6%
Gypsum facing paper volume
Unconverted paperboard................................. 56.7 62.8 (6.1) -9.7%
Outside purchases (for resale)......................... 0.0 2.4 (2.4) -100.0%
------ ------ -----
Gypsum facing volume.............................. 56.7 65.2 (8.5) -13.0%
Other specialty volume
Paperboard (internal).................................. 35.6 23.0 12.6 54.8%
Outside purchases...................................... 1.9 1.7 0.2 11.8%
------ ------ -----
Other specialty converted products........................ 37.5 24.7 12.8 51.8%
Unconverted paperboard.................................... 26.7 27.4 (0.7) -2.6%
------ ------ -----
Other specialty volume............................ 64.2 52.1 12.1 23.2%
------ ------ -----
Total paperboard tonnage.......................... 294.2 291.9 2.3 0.8%
====== ====== =====
Gross paper margins ($/ton):
Paperboard mill:
Average same-mill net selling price.................. $ 441 $ 396 $ 45 11.4%
Average same-mill recovered fiber cost............... 122 73 49 67.1%
------ ------ -----
Paperboard mill gross paper margin................ $ 319 $ 323 $ (4) -1.2%
====== ====== =====
Tube and core:
Average net selling price............................ $ 782 $ 722 $ 60 8.3%
Average paperboard cost.............................. 435 377 58 15.4%
------ ------ -----
Tube and core gross paper margin.................. $ 347 $ 345 $ 2 0.6%
====== ====== =====
</TABLE>
10
<PAGE> 11
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
PART I, ITEM 2.
Consolidated net sales for the quarter ended June 30, 2000 increased 20.1
percent to $255.1 million from $212.5 million in 1999. Acquisitions accounted
for $30.5 million of sales during the second quarter of 2000. Excluding
acquisitions, net sales increased 5.7 percent. This increase was primarily due
to higher selling prices in the paperboard segment and higher sales from the
tube, core and composite container and carton and custom packaging segments.
Total paperboard tonnage for the quarter increased 0.8 percent to 294.2 thousand
tons from 291.9 thousand tons. Excluding acquisitions, total paperboard tonnage
decreased 1.9 percent to 286.6 thousand tons. This decrease was the result of
lower shipments of unconverted paperboard to external customers, primarily to
customers in the gypsum facings and folding carton end-use markets, partially
offset by higher shipments of other specialty converted products. Excluding
acquisitions, outside purchases increased 13.1 percent to 23.9 thousand tons.
Tons sold from paperboard mill production decreased 2.2 percent for the quarter
to 264.9 thousand tons compared with 270.8 thousand tons in the second quarter
last year and decreased 3.1 percent excluding the Halifax acquisition. Total
tonnage converted increased 24.5 percent in the second quarter of 2000 to 135.0
thousand tons versus 108.4 thousand tons in 1999 and increased 9.0 percent
excluding acquisitions. Excluding acquisitions, volumes in the folding carton
and other specialty end-use markets decreased 8.7 percent and increased 18.8
percent, respectively.
Gross margin for the second quarter of 2000 decreased to 22.3 percent of net
sales from 24.1 percent in 1999. This margin decrease was due primarily to lower
volume and margins in the paperboard segment, partially offset by higher margins
in the tube, core and composite container segment.
Operating income for the second quarter of 2000 was $20.2 million, an increase
of $1.1 million, or 5.8 percent, from the second quarter of 1999. Operating
income for comparable facilities declined $2.2 million, or 11.3 percent, from
the prior year. This decrease was the result of lower volume and margins in the
paperboard segment, partially offset by improved results in the tube, core and
composite container and carton and custom packaging segments. Selling, general
and administrative expenses increased $4.4 million in the second quarter of 2000
versus 1999 due primarily to acquisitions completed in 1999.
Interest expense increased 26.6 percent to $7.8 million for the second quarter
of 2000 from $6.2 million in 1999. This increase was primarily due to the June
1, 1999 public debt securities offering and higher interest rates on the
revolving credit facility.
Equity income from unconsolidated affiliates for the second quarter of 2000 was
$3.5 million, up 32.4 percent from 1999 due to improved results for the
Company's gypsum wallboard joint venture with Temple-Inland. The joint venture
realized a significant contribution from the new wallboard plant located in
Cumberland City, Tennessee, which began operations in the fourth quarter of
1999.
Net income decreased 8.2 percent from $10.3 million in 1999 to $9.5 million due
to the factors discussed above. Diluted net income per common share decreased
9.8 percent to $0.37 for the second quarter of 2000 from $0.41 in the same
period of 1999.
11
<PAGE> 12
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
PART I, ITEM 2.
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
The following tables set forth certain operating data regarding the Company's
volume and gross paper margins for the periods indicated. The volume information
shown below includes shipments of unconverted paperboard and converted
paperboard products. Tonnage volumes from the Company's business segments are
combined and presented along end-use market lines.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30,
--------------- %
2000 1999 CHANGE CHANGE
------ ------ ------ ------
<S> <C> <C> <C> <C>
Production source of paperboard tons sold (in thousands):
From paperboard mill production........................... 534.8 498.6 36.2 7.3%
Outside purchases......................................... 60.9 37.9 23.0 60.7%
------ ------ ------
Total paperboard tonnage........................... 595.7 536.5 59.2 11.0%
====== ====== ======
Tons sold by market (in thousands):
Tube, core and can volume
Paperboard (internal)................................... 103.2 101.8 1.4 1.4%
Outside purchases....................................... 12.5 9.0 3.5 38.9%
------ ------ ------
Tube, core and can converted products..................... 115.7 110.8 4.9 4.4%
Unconverted paperboard.................................... 18.3 22.4 (4.1) -18.3%
------ ------ ------
Tube, core and can volume.......................... 134.0 133.2 0.8 0.6%
Folding carton volume
Paperboard (internal)................................... 35.8 29.3 6.5 22.2%
Outside purchases....................................... 44.0 22.6 21.4 94.7%
------ ------ ------
Folding carton converted products......................... 79.8 51.9 27.9 53.8%
Unconverted paperboard.................................... 141.7 129.0 12.7 9.8%
------ ------ ------
Folding carton volume.............................. 221.5 180.9 40.6 22.4%
Gypsum facing paper volume
Unconverted paperboard.................................. 111.5 121.8 (10.3) -8.5%
Outside purchases (for resale).......................... 0.5 2.9 (2.4) -82.8%
------ ------ ------
Gypsum facing volume............................... 112.0 124.7 (12.7) -10.2%
Other specialty volume
Paperboard (internal)................................... 67.7 42.8 24.9 58.2%
Outside purchases....................................... 3.9 3.4 0.5 14.7%
------ ------ ------
Other specialty converted products........................ 71.6 46.2 25.4 55.0%
Unconverted paperboard.................................... 56.6 51.5 5.1 9.9%
------ ------ ------
Other specialty volume............................. 128.2 97.7 30.5 31.2%
------ ------ ------
Total paperboard tonnage........................... 595.7 536.5 59.2 11.0%
====== ====== ======
Gross paper margins ($/ton):
Paperboard mill:
Average same-mill net selling price..................... $ 441 $ 399 $ 42 10.5%
Average same-mill recovered fiber cost.................. 112 67 45 67.2%
------ ------ ------
Paperboard mill gross paper margin................. $ 329 $ 332 $ (3) -0.9%
====== ====== ======
Tube and core:
Average net selling price............................... $ 773 $ 717 $ 56 7.8%
Average paperboard cost................................. 428 380 48 12.6%
------ ------ ------
Tube and core gross paper margin................... $ 345 $ 337 $ 8 2.4%
====== ====== ======
</TABLE>
Consolidated net sales for the six months ended June 30, 2000 increased 25.9
percent to $503.6 million from $400.0 million in 1999. Acquisitions accounted
for $81.9 million of sales during the first six months of 2000. Excluding
acquisitions, net sales increased 5.4 percent. This increase was due primarily
to higher selling prices in the paperboard segment and higher sales from the
tube, core and composite container and carton and custom packaging segments.
12
<PAGE> 13
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
PART I, ITEM 2.
Total paperboard tonnage for the first six months of 2000 increased 11.0 percent
to 595.7 thousand tons from 536.5 thousand tons. Excluding acquisitions, total
paperboard tonnage was essentially unchanged from the prior year at 536.6
thousand tons. Excluding acquisitions, outside purchases increased 18.2 percent
to 44.7 thousand tons. Tons sold from paperboard mill production increased 7.3
percent for the first six months of 2000 to 534.8 thousand tons, but decreased
1.5 percent excluding acquisitions. Total tonnage converted increased 27.9
percent for the first six months of 2000 to 267.1 thousand tons and increased
8.1 percent excluding acquisitions. Excluding acquisitions, volumes in the
folding carton and other specialty end-use markets decreased 4.0 percent and
increased 19.1 percent, respectively.
Gross margin for the first six months of 2000 decreased to 22.0 percent of net
sales from 25.0 percent in 1999. This margin decrease was due primarily to the
acquisition of operations with lower margins, as a percent of sales, than the
Company's other operations, combined with lower margins in the paperboard
segment, partially offset by higher margins in the tube, core and composite
container segment.
In February 2000, the Company initiated a plan to close its paperboard mill
located in Baltimore, Maryland and recorded a charge to operations of
approximately $6.9 million. The plan to close the mill was adopted in
conjunction with the Company's ongoing efforts to increase manufacturing
efficiency and reduce costs in its mill system. The $6.9 million charge included
a $5.7 million noncash asset impairment charge to write-down machinery and
equipment to net realizable value. The charge also included a $604 thousand
accrual for severance and termination benefits for 21 salaried and 83 hourly
employees terminated in connection with this plan and a $613 thousand accrual
for post-closing security, utilities and other exit costs. In the first and
second quarters of 2000, the Company paid $275 thousand and $183 thousand,
respectively, in severance and termination benefits and paid $204 thousand and
$309 thousand, respectively, in other exit costs. As of June 30, 2000, four
employees remained to market the land and building, process accounts payable,
collect receivables and provide human resources services to terminated
employees. The Company is marketing the land and building and will complete the
exit plan upon the sale of the property. The remaining severance and termination
benefits will be paid by December 31, 2000. The Company does not expect the mill
closure to have a material impact on future operations.
Operating income for the first six months of 2000 was $29.0 million, a decrease
of $10.5 million, or 26.5 percent from the year-earlier period. Operating income
at comparable facilities, excluding restructuring costs, declined $2.0 million,
or 5.0 percent. This decline was due primarily to lower margins in the
paperboard segment, partially offset by improved results in the tube, core and
composite container segment. Selling, general and administrative expenses
increased $14.4 million in the first six months of 2000 versus 1999 due
primarily to acquisitions and higher information technology costs.
Interest expense increased 52.3 percent to $15.6 million for the first six
months of 2000 from $10.3 million in 1999. This increase was primarily due to
the June 1, 1999 public debt securities offering and higher interest rates on
the revolving credit facility.
Equity income from unconsolidated affiliates for the first six months of the
year was $6.4 million, up 43.4 percent from 1999 due to improved results for the
Company's gypsum wallboard joint venture with Temple-Inland.
As discussed above, results for the first half of 2000 included a nonrecurring
restructuring charge, recorded in conjunction with the closing of the Company's
Baltimore, Maryland paperboard mill, of $6.9 million ($4.3 million, net of tax
benefit, or $0.17 per common share on a diluted basis). Excluding this charge,
net income was $15.9 million, or $0.62 per common share. Including the
restructuring charge, net income decreased 46.6 percent to $11.6 million for the
first six months of 2000 from $21.7 million last year. Diluted net income per
common share, including the restructuring charge, decreased 48.3 percent to
$0.45 for the six months ended June 30, 2000 from $0.87 in the same period of
1999.
13
<PAGE> 14
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
PART I, ITEM 2.
LIQUIDITY AND CAPITAL RESOURCES
On June 30, 2000, the Company had loans of $194.0 million outstanding under its
revolving credit facility versus $150.0 million on June 30, 1999 and $140.0
million on December 31, 1999. Loans under the revolving credit facility bear
interest, payable monthly, at the Eurodollar rate plus a margin based upon the
Company's investment grade rating, as defined in the revolving credit agreement.
For the six months ended June 30, 2000 and 1999 and for the year ended December
31, 1999, the weighted average borrowings outstanding under the revolving credit
facility during such periods bore interest at 6.56 percent, 5.27 percent and
5.44 percent, respectively. Other long-term debt consisted of the following (in
thousands):
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
------------------- ------------
2000 1999 1999
-------- -------- ------------
<S> <C> <C> <C>
7.375 percent 10-year notes................................. $198,740 $198,644 $198,691
7.74 percent senior notes................................... 82,750 82,750 82,750
Other notes payable......................................... 4,808 4,860 4,913
-------- -------- --------
286,298 286,254 286,354
Less current maturities..................................... 16,589 98 16,615
-------- -------- --------
$269,709 $286,156 $269,739
======== ======== ========
</TABLE>
In 1998, the Company registered with the Securities and Exchange Commission a
total of $300 million in public debt securities for issuance in one or more
series and with such specific terms as to be determined from time to time. On
June 1, 1999, the Company issued $200 million in aggregate principal amount of
its 7.375 percent notes due June 1, 2009. The 7.375 percent notes were issued at
a discount to yield an effective interest rate of 7.473 percent, are unsecured
obligations of the Company and pay interest semiannually.
The Company has a $400 million, five-year bank revolving credit facility which
may be increased up to $500 million and its maturity extended by up to three
additional years beyond the second quarter of 2002, subject to certain
conditions and approvals. The Company can use the facility to fund ongoing
working capital needs and for general corporate purposes, including
acquisitions. Interest under the facility is computed using the Company's choice
of: (a) the Eurodollar rate plus a margin; or (b) the higher of (i) the Federal
Funds Rate plus a margin or (ii) the bank's prime lending rate. The Company can
also choose the basis for determining the margin above the Eurodollar rate as
either: (a) its consolidated leverage ratio; or (b) its investment grade rating.
The revolving credit agreement contains certain restrictive covenants regarding,
among other matters, the incurrence of additional indebtedness and the
maintenance of certain leverage and interest coverage ratios, as defined in the
agreement.
Cash generated from operations was $21.1 million for the six months ended June
30, 2000 compared with $38.5 million for the same period last year. The decrease
in the first half of 2000 compared to the same period last year was due
primarily to lower net income and unfavorable changes in working capital.
Capital expenditures, excluding acquisitions of businesses, were $33.4 million
in the first half of 2000 versus $16.8 million for the same period last year.
Significant projects contributing to the increase in 2000 over 1999 included a
major upgrade to the stock preparation system at the Sprague mill, the purchase
of two die-cutters and a state-of-the-art, high-speed printing press for the
carton and custom packaging segment and a capacity expansion at an other
specialty converted products facility. Aggregate capital expenditures of
approximately $47.8 million are anticipated for 2000.
In February 2000, the Company acquired all of the outstanding stock of MilPak,
Inc. in exchange for 248,132 shares of the Company's common stock valued at $4.7
million and $4.7 million in cash. MilPak operates a facility located in Pine
Brook, New Jersey that provides blister packaging, cartoning and labeling, and
other contract packaging services.
14
<PAGE> 15
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
PART I, ITEM 2.
Cash dividends of $9.2 million were paid in the first six months of 2000 versus
$8.9 million in the same period last year. The Company's debt agreements contain
no specific limitations on the payment of dividends.
The Company did not purchase any shares of its common stock during the first six
months of 2000 pursuant to its common stock purchase plan. The Company has
cumulatively purchased 3,169,000 shares since January 1996. The Company's board
of directors has authorized purchases of up to 831,000 additional shares, and
the Company intends to continue such purchases, subject to market conditions and
availability, but there can be no assurance as to the completion, timing or
prices of such future purchases.
During the second quarter of 1999, the Company formed a joint venture with
Temple-Inland Inc. to own and operate Temple's Newport, Indiana containerboard
mill. The joint venture, Premier Boxboard Limited LLC ("PBL"), is undertaking a
14-month, $75 million project to modify the mill to enable it to produce a new,
lightweight gypsum facing paper along with other containerboard grades. The mill
is anticipated to begin operations as modified in the third quarter of 2000.
Under the joint venture agreement, the Company contributed $50 million to the
joint venture during the second quarter of 2000 and Temple contributed the net
assets of the mill. Each partner has a 50 percent interest in the joint venture.
The Company anticipates that it will be able to meet its funding needs for the
possible acquisition of additional facilities, working capital, capital
expenditures and additional stock purchases through internally generated cash
and borrowings under its revolving credit facility and the issuance of debt
securities in the public markets.
RECENT DEVELOPMENT
The Company supplies gypsum paperboard to a major paperboard customer under a
long-term supply agreement (the "Agreement"), which was executed in April 1996
and terminates on August 20, 2005, unless extended. For calendar year 1999, the
Company's sales of paperboard under the Agreement totaled approximately 70,000
tons. The Agreement expressly requires the customer to purchase from the Company
all paper products used in wallboard manufacturing at the customer's wallboard
plants designated in the Agreement. Since inception, the parties have performed
their respective obligations under the Agreement in accordance with this
requirement. The customer has recently taken the position that the Agreement
does not include certain grades of paperboard and that it has the right and the
intention to manufacture those grades for itself or to purchase them elsewhere.
If the customer maintains and acts in accordance with its new interpretation of
the Agreement, its purchases of paperboard from the Company could decline
substantially, and that could have a material and adverse effect on the
Company's business, financial condition or results of operations. The Company
and the customer are now negotiating to resolve this dispute. The Company
believes that the express language of the Agreement and the parties' long
performance consistent with that language require the customer to purchase from
the Company its full requirements of paperboard at the designated plants. The
Company intends to vigorously pursue a resolution of the dispute consistent with
that interpretation.
FORWARD-LOOKING INFORMATION
This Report on Form 10-Q, including "Management's Discussion and Analysis of
Financial Condition and Results of Operations," may contain various
"forward-looking statements," within the meaning of Section 21E of the
Securities Exchange Act of 1934, that are based on management's belief and
assumptions, as well as information currently available to management. When used
in this document, the words "anticipate," "estimate," "expect," and similar
expressions may identify forward-looking statements. Although the Company
believes that the expectations reflected in any such forward-looking statements
are reasonable, it can give no assurance that such expectations will prove to be
correct. Any such statements are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, the Company's actual financial
results, performance or condition may vary materially from those anticipated,
estimated or expected. Among the key factors that may
15
<PAGE> 16
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
PART I, ITEM 2.
have a direct bearing on the Company's actual financial results, performance or
condition are fluctuations in raw material prices and the economy in general,
the degree and nature of competition, demand for the Company's products, changes
in government regulations, the Company's ability to complete acquisitions and
integrate the operations of acquired businesses, and other matters discussed in
this report and the Company's other filings with the Securities and Exchange
Commission.
16
<PAGE> 17
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
PART I, ITEM 3.
CARAUSTAR INDUSTRIES, INC.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a discussion of certain market risks related to the Company, see Part II,
Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999. There have been no significant developments with respect to the Company's
exposure to interest rate market risk.
17
<PAGE> 18
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
PART II, ITEM 6.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The Exhibits to this Report on Form 10-Q are listed in the accompanying Exhibit
Index.
(b) Reports on Form 8-K
The Company filed no current reports on Form 8-K during the quarter ended June
30, 2000.
18
<PAGE> 19
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
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.
CARAUSTAR INDUSTRIES, INC.
By: /s/ H. LEE THRASH, III
------------------------------------
H. Lee Thrash, III
Vice President and Chief Financial
Officer
(Principal Financial and Accounting
Officer)
Dated: August 14, 2000
19
<PAGE> 20
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
3.01 Amended and Restated Articles of Incorporation of the
Company (Incorporated by reference -- Exhibit 3.01 to Annual
Report for 1992 on Form 10-K [SEC File No. 0-20646])
3.02 Second Amended and Restated Bylaws of the Company
(Incorporated by reference -- Exhibit 3.02 to Registration
Statement on Form S-4 [SEC File No. 333-29937])
4.01 Specimen Common Stock Certificate (Incorporated by
reference -- Exhibit 4.01 to Registration Statement on Form
S-1 [SEC File No. 33-50582])
4.02 Articles 3 and 4 of the Company's Amended and Restated
Articles of Incorporation (included in Exhibit 3.01)
4.03 Article II of the Company's Second Amended and Restated
Bylaws (included in Exhibit 3.02)
4.04 Amended and Restated Rights Agreement, dated as of May 24,
1999, between Caraustar Industries, Inc. and The Bank of New
York as Rights Agent (Incorporated by reference -- Exhibit
10.1 to current report on Form 8-K dated June 1, 1999 [SEC
File No. 020646])
4.05 Indenture, dated as of June 1, 1999, between Caraustar
Industries, Inc. and The Bank of New York, as Trustee
(Incorporated by reference -- Exhibit 4.05 to report on Form
10-Q for the quarter ended June 30, 1999 [SEC File No.
0-20646])
4.06 First Supplemental Indenture, dated as of June 1, 1999,
between Caraustar Industries, Inc. and The Bank of New York,
as Trustee (Incorporated by reference -- Exhibit 4.06 to
report on Form 10-Q for the quarter ended June 30, 1999 [SEC
File No. 0-20646])
10.01 Note Agreement, dated as of October 1, 1992, between the
Company and the Prudential Insurance Company of America,
regarding the Company's 7.89% Senior Subordinated Notes
(Incorporated by reference -- Exhibit 10.02 to Annual Report
for 1992 on Form 10-K [SEC File No. 0-20646])
10.02 Amendment Agreement, dated as of June 2, 1995, between the
Company and the Prudential Insurance Company of America
regarding the Company's 7.89% Senior Subordinated Notes
(Incorporated by reference -- Exhibit 10.03 to report on
Form 10-Q for the quarter ended September 30, 1995 [SEC File
No. 0-20646])
10.03 Amendment Agreement, dated as of July 23, 1997, between the
Company and the Prudential Insurance Company of America
regarding the Company's 7.89% Senior Subordinated Notes
(Incorporated by reference -- Exhibit 10.03 to report on
Form 10-Q for the quarter ended June 30, 1997 [SEC File No.
0-20646])
10.04 Amendment Agreement, dated as of August 12, 1998, between
the Company and the Prudential Insurance Company of America
regarding the Company's 7.89% Senior Subordinated Notes
(Incorporated by reference -- Exhibit 10.04 to report on
Form 10-Q for the quarter ended September 30, 1998 [SEC File
No. 0-20646])
10.05 Employment Agreement, dated December 31, 1990, between the
Company and Thomas V. Brown (Incorporated by
reference -- Exhibit 10.06 to Registration Statement on Form
S-1 [SEC File No. 33-50582])
10.06 Asset Purchase Agreement, dated August 7, 1992, between the
Company and Domtar Gypsum Inc. (Incorporated by
reference -- Exhibit 10.07 to Registration Statement on Form
S-1 [SEC File No. 33-50582])
10.07 Deferred Compensation Plan, together with copies of existing
individual deferred compensation agreements (Incorporated by
reference -- Exhibit 10.08 to Registration Statement on Form
S-1 [SEC File No. 33-50582])
</TABLE>
20
<PAGE> 21
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
10.08 1987 Executive Stock Option Plan (Incorporated by
reference -- Exhibit 10.09 to Registration Statement on Form
S-1 [SEC File No. 33-50582])
10.09 1993 Key Employees' Share Ownership Plan (Incorporated by
reference -- Exhibit 10.10 to Registration Statement on Form
S-1 [SEC File No. 33-50582])
10.10 Energy Purchase Agreement, dated December 18, 1989, between
Camden Paperboard Corporation and Camden Cogen, L.P.
(Incorporated by reference -- Exhibit 10.11 to Registration
Statement on Form S-1 [SEC File No. 33-50582])
10.11 Incentive Bonus Plan of the Company (Incorporated by
reference -- Exhibit 10.10 to Annual Report for 1993 on Form
10-K [SEC File No. 0-20646])
10.12 1996 Director Equity Plan of the Company (Incorporated by
reference -- Exhibit 10.12 to report on Form 10-Q for the
quarter ended March 31, 1996 [SEC File No. 0-20646])
10.13 Amendment No. 1 to the Company's 1996 Director Equity Plan,
dated July 16, 1998 (Incorporated by reference -- Exhibit
10.2 to Current Report on Form 8-K dated June 1, 1999 [SEC
File No. 0-20646])
10.14 1998 Key Employee Incentive Compensation Plan, as amended
(Incorporated by reference -- Exhibit 10.14 to report on
Form 10-Q for the quarter ended March 31, 2000 [SEC File No.
0-20646])
10.15 Credit Agreement, dated as of July 23, 1997, by and among
the Company, as Borrower, the banks listed therein, Bankers
Trust Company, as Administrative Agent, NationsBank, N.A.,
as Syndication Agent, SunTrust Bank, Atlanta, as
Documentation Agent, First Union National Bank, as Managing
Agent and each of Credit Lyonnais, The Bank of New York, The
Bank of Nova Scotia, The Bank of Tokyo -- Mitsubishi, Ltd.,
and Wachovia Bank, as Co-Agents (Incorporated by
reference -- Exhibit 10.13 to report on Form 10-Q for the
Quarter Ended June 30, 1997 [SEC File No. 0-20646])
10.16 Amendment No. 1 to Credit Agreement, dated as of October 8,
1997, by and among the Company, as Borrower, the banks
listed therein, Bankers Trust Company, as Administrative
Agent, NationsBank, N.A., as Syndication Agent, SunTrust
Bank, Atlanta, as Documentation Agent, First Union National
Bank, as Managing Agent and each of Credit Lyonnais, The
Bank of New York, The Bank of Nova Scotia, The Bank of
Tokyo -- Mitsubishi, Ltd., and Wachovia Bank, as Co-Agents
(Incorporated by reference -- Exhibit 10.15 to report on
Form 10-Q for the quarter ended September 30, 1998 [SEC File
No. 0-20646])
10.17 Amendment No. 2 to Credit Agreement, dated as of October 30,
1998, by and among the Company, as Borrower, the banks
listed therein, Bankers Trust Company, as Administrative
Agent, NationsBank, N.A., as Syndication Agent, SunTrust
Bank, Atlanta, as Documentation Agent, First Union National
Bank, as Managing Agent and each of Credit Lyonnais, The
Bank of New York, The Bank of Nova Scotia, The Bank of
Tokyo -- Mitsubishi, Ltd., and Wachovia Bank, as Co-Agents
(Incorporated by reference -- Exhibit 10.16 to report on
Form 10-Q for the quarter ended September 30, 1998 [SEC File
No. 0-20646])
10.18 Asset Purchase Agreement between Caraustar Industries, Inc.,
Sprague Paperboard, Inc. and International Paper Company,
dated as of March 4, 1999 (Incorporated by reference --
Exhibit 10.17 to report on Form 10-Q for the quarter ended
March 31, 1999 [SEC File No. 0-20646])
11.01+ Computation of Earnings Per Share
27.01+ Financial Data Schedule (For SEC purposes only)
</TABLE>
---------------
+ Filed herewith
21
