<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: June 29, 1997 Commission File Number: 33-93494
- --------------------------------------------------------------------------------
CROWN PAPER CO.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-1752385
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Lakeside Drive, Oakland, CA 94612-3592
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(510) 874-3400
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address, and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
Number of shares of no par value common stock outstanding as of the close of
business on August 8, 1997:
One (1) share, which is owned by Crown Vantage Inc.
-------------------------------------------------------
<PAGE>
INDEX
CROWN PAPER CO.
PART I: Financial Information
Item 1. Financial Statements
- Condensed Consolidated Balance Sheets - June 29, 1997
and December 29, 1996.
- Condensed Consolidated Statements of Operations -
Three months and six months ended June 29, 1997 and
June 30, 1996.
- Condensed Consolidated Statements of Cash Flows - Six
months ended June 29, 1997 and June 30, 1996.
- Notes to Condensed Consolidated Financial Statements.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
PART II: Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
2
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
CROWN PAPER CO.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
ASSETS June 29, 1997 December 29, 1996
------------ -----------------
(UNAUDITED)
-----------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 8,287 $ 1,175
Accounts receivable, net 52,177 56,004
Inventories 96,340 97,975
Prepaid expenses and other current assets 12,864 15,217
Deferred income taxes 14,191 14,191
---------- ----------
Total current assets 183,859 184,562
Property, plant and equipment, net 660,411 678,154
Other assets 37,519 36,759
Unamortized debt issue costs 14,927 16,023
Intangibles, net 29,539 30,101
---------- ----------
Total Assets $926,255 $945,599
---------- ----------
---------- ----------
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
Accounts payable $ 56,033 $ 60,612
Accrued liabilities 81,135 80,920
Current portion of long-term debt 7,358 6,761
---------- ----------
Total current liabilities 144,526 148,293
Long-term debt 456,931 447,229
Accrued postretirement benefits other than pensions 102,371 101,273
Other long-term liabilities 15,121 15,373
Deferred income taxes 92,340 102,468
---------- ----------
Total Liabilities 811,289 814,636
---------- ----------
Shareholder's Equity:
Preferred Stock, no par value;
Authorized - 5,000 shares;
Issued and outstanding - None
Common Stock, no par value;
Authorized - 5,000 shares;
Issued and outstanding one (1)
share at June 29, 1997
and December 29, 1996 130,823 129,058
Minimum pension liability (892) (892)
Cumulative foreign currency translation adjustment 1,491 3,365
Retained deficit (16,456) (568)
---------- ----------
114,966 130,963
---------- ----------
Total Liabilities and Shareholder's Equity $926,255 $945,599
---------- ----------
---------- ----------
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE>
CROWN PAPER CO.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Second Quarter (13 weeks) and Six Months (26 weeks)
Ended June 29, 1997 and June 30, 1996
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
Second Quarter Six Months
------------------------- ------------------------
1997 1996 1997 1996
----------- ----------- ----------- ----------
(UNAUDITED ) (UNAUDITED )
<S> <C> <C> <C> <C>
Net sales $ 224,932 $ 230,564 $ 453,573 $ 483,417
Cost of goods sold 214,180 207,515 425,657 427,474
----------- ----------- ----------- ----------
Gross margin 10,752 23,049 27,916 55,943
Selling and administrative expenses 12,263 12,367 28,769 24,340
----------- ----------- ----------- ----------
Operating Income (Loss) (1,511) 10,682 (853) 31,603
Interest expense (12,628) (12,487) (25,043) (25,371)
Other income, net 717 118 858 392
----------- ----------- ----------- ----------
Income (loss) before income taxes (13,422) (1,687) (25,038) 6,624
Provision (benefit) for income taxes (4,898) (672) (9,150) 2,632
----------- ----------- ----------- ----------
NET INCOME (LOSS) $ (8,524) $ (1,015) $(15,888) $3,992
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE>
CROWN PAPER CO.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months (26 weeks)
Ended June 29, 1997 and June 30, 1996
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Six Months
--------------------------
1997 1996
----------- -----------
(UNAUDITED)
<S> <C> <C>
Cash Provided by (Used for) Operating Activities:
Net income (loss) $ (15,888) $3,992
Items not affecting cash:
Depreciation and cost of timber harvested 41,228 37,583
Amortization of goodwill and other intangibles 562 562
Non-cash interest 1,110 1,485
Other, net 1,061 1,645
Changes in current assets and liabilities:
Accounts receivable (includes
$40,000 sold in 1996) 3,827 53,483
Inventories 1,635 1,061
Other current assets 2,353 (437)
Accounts payable 1,496 (6,438)
Other current liabilities 215 (2,600)
Decrease in deferred income taxes (10,128) (246)
Other, net (1,703) 4,625
----------- -----------
Cash Provided by Operating Activities 25,768 94,715
----------- -----------
Cash Provided by (Used for) Investing Activities:
Expenditures for property, plant and equipment (30,494) (37,652)
Other, net 1,556 353
----------- -----------
Cash Used for Investing Activities (28,938) (37,299)
----------- -----------
Cash Provided by (Used for) Financing Activities:
Proceeds from draw down of Revolving Credit 68,000 106,000
Repayments of Revolving Credit (54,000) (109,000)
Repayments of Term Loans and other long-term debt (3,718) (47,047)
----------- -----------
Cash Provided by (Used for)
Financing Activities 10,282 (50,047)
----------- -----------
Increase in cash and cash equivalents 7,112 7,369
Cash and cash equivalents at beginning of year 1,175 5,335
----------- -----------
Cash and cash equivalents at end of period $ 8,287 $ 12,704
----------- -----------
----------- -----------
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
5
<PAGE>
CROWN PAPER CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 -- ORGANIZATION AND BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
include the consolidated operations, assets and liabilities of Crown Paper
Co., and Crown Paper Co.'s consolidated subsidiaries. Crown Paper Co. and
subsidiaries (the "Company") is a wholly owned subsidiary of Crown Vantage
Inc. (the "Parent"). The Company became an independent company after the
Board of Directors of James River Corporation of Virginia ("James River")
approved the spin-off of assets, liabilities and operations which comprised a
substantial part of James River's Communication Papers Business and the
paper-based part of its Food and Consumer Packaging Business ("Predecessor
Business"). At the close of business on August 25, 1995, James River
distributed to its common shareholders all of the outstanding shares of the
Parent (the "Distribution"). The Distribution was made in the form of a
tax-free dividend on the basis of one share of the Parent's common stock for
every ten shares of James River common stock. A total of 8,446,362 shares of
the Parent's common stock were issued and began trading on NASDAQ on August
28, 1995.
The accompanying condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for annual financial statements. The condensed consolidated
balance sheet as of December 29, 1996 was derived from audited financial
statements, but does not include all disclosures required by generally
accepted accounting principles for annual financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the six months ended June 29, 1997 are not necessarily
indicative of the results that may be expected for the year ended December
28, 1997. For further information, refer to the consolidated financial
statements and footnotes thereto included in Crown Paper Co.'s Form 10-K for
the year ended December 29, 1996. Certain 1996 amounts have been
reclassified to conform with 1997 presentation.
NOTE 2 -- INCOME TAX
The income tax benefit for the quarter and six months ended June 29,
1997 and the quarter ended June 30, 1996 and income tax expense for the six
months ended June 30, 1996 have been provided at the Company's estimated tax
rates of approximately 36.5% and 39.8%, respectively.
6
<PAGE>
NOTE 3 -- LONG TERM DEBT
Consolidated long-term debt consists of the following:
<TABLE>
<CAPTION>
June 29 December 29
1997 1996
--------- -----------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
Bank Credit Facility:
Revolving credit, due 2002 $ 39,000 $ 25,000
Term Loan A, due 2002 43,234 45,712
Term Loan B, due 2003 98,500 99,000
--------- -----------
180,734 169,712
11% Senior Subordinated Notes, due 2005 250,000 250,000
Industrial Revenue Bonds, payable to 2026 33,555 34,278
--------- -----------
464,289 453,990
Less current portion 7,358 6,761
--------- -----------
$456,931 $447,229
--------- -----------
--------- -----------
</TABLE>
Maturities of long-term debt, excluding the revolving credit, for the
next five fiscal year ends are: 1998 - $8.6 million; 1999 - $8.6 million;
2000 - $11.1 million; 2001 - $7.5 million; and 2002 - $56.4 million.
NOTE 4 -- INVENTORIES
<TABLE>
<CAPTION>
June 29 December 29
1997 1996
--------- -----------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
Raw materials $ 26,328 $26,283
Work in process 6,396 7,490
Finished goods 40,663 42,168
Stores and supplies 34,835 34,640
--------- -----------
108,222 110,581
Reduction to state inventories at
last-in, first-out cost (11,882) (12,606)
--------- -----------
$ 96,340 $ 97,975
--------- -----------
--------- -----------
</TABLE>
NOTE 5 -- LITIGATION AND ENVIRONMENTAL MATTERS
The Company is a party to various legal proceedings generally incidental
to its business and is subject to a variety of environmental protection
statutes and regulations. As is the case with other companies in similar
industries, the Company faces exposure from actual or potential claims and
legal proceedings involving environmental matters. Although the ultimate
disposition of legal proceedings cannot be predicted with certainty, it is
the present opinion of the Company's management that the outcome of any claim
which is pending or threatened, either individually or on a combined basis,
will not have a materially adverse effect on the consolidated financial
position of the Company but could materially affect consolidated results of
operations in a given period.
The Company has accrued estimated landfill site restoration,
post-closure and monitoring costs totalling $10.9 million and $11.1 million
at June 29, 1997 and December 29, 1996, respectively. In addition, the
Company has been identified as a potentially responsible party ("PRP"), along
with others, under the
7
<PAGE>
Comprehensive Environmental Response, Compensation and Liability Act or
similar federal and state laws regarding the past disposal of wastes at
approximately 18 sites in the United States. The Company has previously
settled its remediation obligations at many of these sites and is awaiting
final delisting as a PRP. At other sites, the Company is one of many
potentially responsible parties and its alleged contribution to the site and
remediation obligation is not considered significant. At certain other
sites, remedial investigation is underway. While it is reasonably possible
that a loss may be incurred at these sites, an estimate of potential loss is
not yet possible. Based upon its previous experience with respect to the
cleanup of hazardous substances as well as the regular detailed review of its
known hazardous waste sites and estimated costs to remediate certain sites,
the Company has accrued $ .6 million and $ .7 million at June 29, 1997 and
December 29, 1996, respectively. The liabilities can change substantially
due to such factors as the solvency of other potentially responsible parties,
the Company's share of responsibility, additional information on the nature
or extent of contamination, methods of remediation required, and other
actions by governmental agencies or private parties. While it is not
feasible to predict the outcome of all environmental liabilities, based on
its most recent review, management is of the opinion that its share of the
costs of investigation and remediation of the sites of which it is currently
aware will not have a material adverse effect upon the consolidated financial
condition of the Company.
However, because of uncertainties associated with remediation
activities, regulations, technologies, and the allocation of costs among
various other parties, actual costs to be incurred at identified sites may
vary from estimates. Therefore, management is unable to determine if the
ultimate disposition of all known environmental liabilities will have a
material adverse effect on the Company's consolidated results of operations
in a given year. In addition, as is the case with most manufacturing and
many other entities, there can be no assurance that the Company will not be
named as a PRP at additional sites in the future or that the costs associated
with such additional sites would not be material.
In December 1993, the EPA published draft rules which contain proposed
regulations affecting pulp and paper industry discharges of wastewater and
gaseous emissions ("Cluster Rules"). The final Cluster Rules were scheduled
to be issued in late 1995; however, issuance has been repeatedly delayed.
Current indications are that the rules will be issued in late 1997 with a
compliance date of 2000 to 2001. These Cluster Rules may require significant
changes in the pulping, bleaching and/or wastewater treatment processes
presently used in some U.S. pulp and paper mills, including some of the
Company's mills. Based on the Company's understanding of the proposed
rules, the Company estimates that approximately $68 million of capital
expenditures may be required to comply with the rules.
NOTE 6 -- STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 121
Statement of Financial Accounting Standards No. 121 ("Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of"), requires that the Company assess the recoverability of its investments
in long-lived assets to be held and used in operations whenever events or
circumstances indicate that their carrying amounts may be impaired. Such
assessment requires that the future cash flows expected to result from use of
the assets be estimated and an impairment loss recognized when future cash
flows are less than the carrying value of such assets. Estimating future
cash flows requires the Company to make certain estimates of future
production volumes and costs, as well as future sales volumes, demand for the
Company's product mix, and prices which are expected to occur from use of its
long-lived assets and market conditions. Although the Company believes it
has a reasonable basis for its estimates, it is reasonably possible that the
Company's actual performance could differ from such estimates which could
result in a material impairment loss on its long-lived assets.
8
<PAGE>
NOTE 7 -- EMPLOYEE STOCK OWNERSHIP PLAN
On May 2, 1997 the Company and the Parent entered into an agreement with
the Crown Vantage Inc. Employee Stock Ownership Plan (the "ESOP") whereby the
ESOP purchased $3.0 million of Common Stock from the Company. The purchase
was funded by a loan to the ESOP from the Company which bears interest at
11% and is due May 1, 2004. The ESOP purchased 500,000 shares of Common
Stock of the Parent at the average of the high and low prices for the
previous 10 day trading period. The shares are to be used to satisfy the
Company's matching obligation with respect to the ESOP and are pledged as
collateral for the ESOP's debt. As the Company recognizes compensation
expense for its matching contribution, shares are committed for release from
collateral.
NOTE 8 -- NEW ACCOUNTING PRONOUNCEMENTS
In June 1996, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 125 ("Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities").
Statement of Financial Accounting Standards No. 125 ("SFAS No. 125") provides
accounting and reporting standards for transfers and servicing of financial
assets and extinguishments of liabilities. SFAS No. 125 is effective for
transactions occurring after December 31, 1996. The Company's adoption of
SFAS No. 125 in the first quarter of 1997 did not have a material effect on
its financial position or results of operations.
9
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Crown Paper Co. and subsidiaries (the "Company") is a major producer of
value-added paper products for a diverse array of end-uses. The Company's
two business sectors and corresponding principal product categories are (i)
printing and publishing papers, for applications such as special interest
magazines, books, custom business forms and corporate communications and
promotions (e.g., annual reports and stationery); and (ii) specialty papers,
principally for food and retail packaging applications and conversion into
such items as coffee filters, cups and plates.
The Company operates 11 facilities using 33 paper machines and is
approximately 75% integrated with the Company's pulp operations. The
Company's two largest facilities are integrated operations located in St.
Francisville, Louisiana and Berlin and Gorham, New Hampshire. St.
Francisville produces coated groundwood papers for magazines and catalogs and
uncoated specialty converting papers. Berlin-Gorham primarily produces
uncoated printing and publishing papers as well as market pulp. The Company
also produces uncoated printing and publishing papers at its non-integrated
facilities in Adams, Massachusetts; Newark, Delaware; Ypsilanti, Michigan;
and Dalmore and Guardbridge, Scotland. The Company's food and retail
packaging papers are produced primarily at non-integrated facilities in Port
Huron and Parchment, Michigan and Milford, New Jersey. In addition to its
primary paper-making operations, the Company operates a cast-coating facility
in Richmond, Virginia.
RESULTS OF OPERATIONS
The Company's net sales for each business sector as well as pulp and
miscellaneous, are as follows:
<TABLE>
<CAPTION>
Net Sales and Tonnage by Sector
for the Six Months Ended
June 29, 1997 June 30, 1996
-------------------------- ------------------------
Tons Sales Tons Sales
---------- ----------- ----------- ----------
(thousands) (millions) (thousands) (millions)
<S> <C> <C> <C> <C>
Printing and Publishing Papers
Coated groundwood 142.9 $ 95.1 124.0 $117.4
Uncoated 123.6 120.1 121.8 124.5
Specialty Papers
Food and retail packaging 117.3 149.7 119.2 160.0
Converting 88.7 80.0 80.6 75.1
Pulp and Miscellaneous 24.1 8.7 17.1 6.4
---------- ----------- ----------- ----------
496.6 $ 453.6 462.7 $ 483.4
---------- ----------- ----------- ----------
---------- ----------- ----------- ----------
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Net Sales and Tonnage by Sector
for the Six Months Ended
June 29, 1997 June 30, 1996
-------------------------- ------------------------
Tons Sales Tons Sales
---------- ----------- ----------- ----------
(thousands) (millions) (thousands) (millions)
<S> <C> <C> <C> <C>
Printing and Publishing Papers
Coated groundwood 71.0 $ 47.9 60.4 $ 53.6
Uncoated 60.1 58.6 60.3 58.8
Specialty Papers
Food and retail packaging 58.3 74.4 59.3 75.3
Converting 45.1 39.3 43.2 38.5
Pulp and Miscellaneous 12.9 4.7 13.9 4.4
---------- ----------- ----------- ----------
247.4 $224.9 237.1 $230.6
---------- ----------- ----------- ----------
---------- ----------- ----------- ----------
</TABLE>
NET SALES
The Company's net sales decreased 6.2% to $453.6 million for the six
months ended June 29, 1997 as compared to $483.4 million for the same period
in 1996. Net sales decreased 2.4% to $224.9 million for the quarter ended
June 29, 1997 as compared to $ 230.6 million for the same period in 1996.
The decrease for the six month period of 1997 resulted primarily from a 12.6%
decline in average selling price per ton, which was partially offset by a
7.3% increase in sales volume. The decrease in net sales for the quarter
ended June 29, 1997 as compared to the quarter ended June 30, 1996 was
principally due to a 6.5% decline in average selling price per ton, which was
partially offset by a 4.3% increase in sales volume.
Net sales of coated groundwood paper (which is used principally in the
production of magazines and catalogs) for the six month period ended June 29,
1997 were $95.1 million, a decline of 18.9% as compared to the same period in
1996. Sales volume increased 18,900 tons for the first six months of 1997
compared to 1996, while the average sales price per ton declined from $946 in
1996 to $665 in 1997. Net sales of coated groundwood papers decreased $5.7
million in the second quarter of 1997 as compared to the second quarter of
1996, a 10.6% decline. This decrease in net sales is primarily due to a
23.9% decline in average selling price per ton which was partially offset by
a 17.5% increase in sales volume.
Net sales of uncoated printing and publishing papers decreased $4.4
million from $124.5 million for the first six months of 1996 to $120.1
million for the first six months of 1997, a 3.6% decline. Average selling
price per ton for the first six months of 1997 declined by $51 (or 5.0%) as
compared to the same period in 1996, while 1997 sales volume increased 1.5%
as compared to 1996. Net sales of uncoated printing and publishing papers in
the second quarter of 1997 were $58.6 million, which was virtually unchanged
from the second quarter of 1996. Sales volume and average sales price per
ton did not significantly fluctuate from quarter to quarter.
11
<PAGE>
Food and retail packaging paper net sales totaled $149.7 million during
the first six months of 1997, a $10.3 million decline from the same period in
1996. The 6.4% decrease in net sales is primarily the result of a 4.9%
decrease in average selling price per ton and a 1.6% decline in sales volume
during the six month period ended June 29, 1997 as compared to the same
period in 1996. Price movements within the Company's food and retail
packaging papers business are closely aligned with pulp price changes.
Industry pulp prices began to decline in first quarter 1996 and remained at
low levels through the second quarter of 1997. The decline in pulp prices
negatively affected average selling prices per ton in the first and second
quarter of 1997 as compared to the first and second quarter of 1996. For the
second quarter of 1997, net sales were $74.4 million which was virtually
unchanged from second quarter 1996. Sales volume and average sales price per
ton did not significantly fluctuate from quarter to quarter.
Net sales of specialty converting papers during the first six months of
1997 were $80.0 million, a 6.5% increase compared to the first six months
of 1996. The increase is the result of a 9.9% increase in tons sold in 1997
compared to 1996 which was partially offset by a 3.1% decrease in average
selling price per ton. Net sales of specialty converting papers in the
second quarter of 1997 totaled $39.3 million, a 2.1% increase from second
quarter 1996 net sales of $38.5 million. Tons sold in the second quarter of
1997 were 45,100, a 4.2% increase over the same period in 1996. However,
average selling price per ton in the second quarter of 1997 declined 2.1% as
compared to the second quarter of 1996.
Net sales of pulp and miscellaneous products increased to $8.7 million
for the six months ended June 29, 1997 as compared to $6.4 million in the
same period of 1996. Tons of pulp sold is a function of market demand as well
as managing, to the Company's best advantage, internal pulp integration.
Tons sold in the first half of 1997 increased to 24,100 compared to 17,100 in
the same period of 1996. In the second quarter of 1997 net sales increased
to $4.7 million from $4.4 million in the second quarter of 1996. The increase
in net sales for the second quarter is due to an increase in average selling
price per ton of 13.8% which was partially offset by a decrease of 1,000 tons
in sales volume.
OPERATING INCOME
<TABLE>
<CAPTION>
Operating Income by Sector Operating Income by Sector
for the Quarter Ended for the Six Months Ended
---------------------------- ----------------------------
June 29, 1997 June 30, 1996 June 29, 1997 June 30, 1996
------------- ------------- ------------- -------------
(Millions) (Millions)
<S> <C> <C> <C> <C>
Printing and Publishing Papers $ (6.3) $ 8.2 $ (10.5) $ 22.1
Food and retail packaging 2.9 3.7 4.4 5.2
Converting 1.7 3.5 6.0 9.5
Pulp and Miscellaneous .2 (4.7) (.80) (5.2)
------------- ------------- ------------- -------------
$ (1.5) $ 10.7 $ (.9) $ 31.6
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>
The Company had an operating loss of $.9 million for the six month
period in 1997 compared to operating income of $31.6 million for the same
period in 1996. Lower prices in the first two quarters of 1997 decreased
operating income by $57.8 million as compared to the same period in 1996.
Higher volumes and lower costs in the first half of 1997 as compared to the
same period in 1996 improved operating performance by $19.6 million and $5.8
million, respectively. In the second quarter of 1997, the operating loss was
$1.5 million, compared to operating income of $10.7 million for the second
quarter of 1996. Operating income declined in the second quarter of 1997 as
compared to the second quarter of 1996 due to lower prices and higher costs
which decreased operating performance by $14.4 million and
12
<PAGE>
$4.8 million respectively. Higher volumes of $6.9 million improved operating
income in the second quarter of 1997 as compared to the same quarter of 1996.
In addition, the increase in second quarter costs was caused by once-a-year
scheduled maintenance downs and inspections at the Company's Berlin-Gorham,
St. Francisville, and Richmond mills, which in the prior year had been spread
across several quarters. These downs reduced operating results by
approximately $9 million during the quarter.
Operating income for printing and publishing papers decreased to a loss
of $10.5 million in the six months of 1997 compared to income of $22.1
million for the same period in 1996. The decrease in operating income
resulted primarily from the decrease in paper prices discussed above. The
operating loss of $6.3 million in the second quarter of 1997 declined by
$14.5 million from $8.2 million of operating income in the second quarter of
1996. The decrease was primarily due to the 23.9% decline in average selling
price for coated groundwood papers and the once-a-year scheduled maintenance
downs and inspections discussed above.
Food and retail packaging operating income decreased from $5.2 million
for the first six months of 1996 to $ 4.4 million in the first six months of
1997. The decrease in operating profits is attributable to the decline in
average selling price per ton discussed above. However, reduced pulp prices
and other cost saving initiatives during the first six months of 1997 as
compared to the same period in 1996 benefitted operating results at the
company's packaging mills which are non-integrated. Operating results
declined from $3.7 million in the second quarter of 1996 to $2.9 million in
the second quarter of 1997. Second quarter 1997 operating results declined
as a result of higher pulp costs in the second quarter of 1997 compared to
the second quarter of 1996.
Operating income for converting papers decreased to $6.0 million in the
first six months of 1997 as compared to $9.5 million in the first six months
of 1996. The decrease in operating profits is primarily attributable to the
average selling price per ton decreasing 3.1% for the first six months of
1997 compared to 1996. Operating profits for the second quarter of 1997 were
$1.7 million, a decrease from operating profits of $3.5 million in the second
quarter of 1996. The decrease in operating profit is attributable to the
decrease in average selling price per ton and the once-a-year scheduled
maintenance down and inspection at the Richmond mill, which were partially
offset by the increase of 1,900 tons sold from quarter to quarter.
Selling and administrative expenses increased $4.4 million for the six
month period of 1997, compared to the same period in 1996. The increase is
due to higher commissions (which are volume related) as well as higher
depreciation on certain computer systems placed in service after June 30,
1996. The increases in the second quarter of 1997 and the first six months
of 1997 over the same periods in 1996 are also attributable to expenses
associated with the Company's accounts receivable securitization which were
classified as interest expense in the first quarter and most of the second
quarter in 1996. Selling and administrative expenses were virtually the same
for second quarter 1997 as compared to second quarter 1996.
INTEREST EXPENSE
Interest expense for the six month period of 1997 and 1996 was $25.0
million and $25.4 million, respectively. Interest expense for the second
quarter of 1997 and 1996 was $12.6 and $12.5, respectively.
13
<PAGE>
LIQUIDITY AND SOURCES OF CAPITAL
In connection with the Spin-Off, the Company obtained $250 million in
financing through a public offering of Senior Subordinated Notes and $253
million initial borrowings under a $350 million credit facility from a group
of banks (collectively, the "Financing"). The net proceeds from the
Financing were paid to James River together with $100 million Senior
Pay-in-Kind Notes issued by the Parent as a return of James River's capital
investment.
Under the bank credit facility the revolving credit available is in the
aggregate amount of $150 million with a $75 million sublimit for letters of
credit (of which $43.9 million has been used at June 29, 1997) and can be
used for general corporate purposes, working capital needs, letters of credit
and permitted investments. At June 29, 1997, $39.0 million of the revolving
credit was outstanding and $67.1 million of the aggregate line was available
if needed.
Cash flows provided by operating activities were $25.8 million for the
six months ended June 29, 1997 compared to $94.7 million for the six months
ended June 30, 1996. The decrease in operating cash flows is mainly
attributable to the $15.9 million loss as compared to $4.0 million net income
for the first six months of 1997 and 1996, respectively, and the sale of $40
million of trade accounts receivable in June 1996. Earnings before interest,
taxes, depreciation and amortization (EBITDA) were $41.8 million for the
first six months of 1997 as compared to $70.1 million for the comparable
period in 1996.
The Company's business is capital intensive. Pulp and paper mills
generally consist of an extensive network of buildings, machinery, and
equipment, which require continual upgrades, replacement, modernization and
improvement. The Company's capital expenditures for the six months ended
June 29, 1997 were $30.5 million compared to $37.7 million in the same period
in 1996. Approximately $7.9 million of 1997 capital expenditures represents
amounts that were accrued at December 29, 1996 for which cash payments were
made in 1997. The majority of the $7.9 million represents final cash
payments related to the rebuild of a coated paper-machine at the Company's
St. Francisville, Louisiana mill. The remaining 1997 expenditures primarily
represented capital maintenance projects. Capital expenditure projects during
the first six months of 1996 related to capital maintenance projects,
construction of a wastewater treatment plant at Parchment, Michigan, and the
start of the Company's rebuild of the Number 1 paper machine at the St.
Francisville mill. The Company's strategic capital plan involves aggregate
capital expenditures for the remainder of 1997 of approximately $30.5
million. These capital expenditures are primarily capital maintenance
projects and are expected to be financed by cash flows from operations.
14
<PAGE>
PART II -- OTHER INFORMATION
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Ex. 27 Financial Data Schedule (Electronic Filing Only)
(b) Reports on Form 8-K --
None
15
<PAGE>
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.
CROWN PAPER CO.
(Registrant)
/s/ R. Neil Stuart /s/ Michael J. Hunter
- ----------------------------------- --------------------------------
R. Neil Stuart Michael J. Hunter
Senior Vice President, Vice President,
Chief Financial Officer Chief Accounting Officer
(Duly Authorized Officer) (Duly Authorized
Chief Accounting Officer)
August 12, 1997
16
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<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-28-1997
<PERIOD-START> DEC-30-1996
<PERIOD-END> JUN-29-1997
<CASH> 8,287
<SECURITIES> 0
<RECEIVABLES> 52,177
<ALLOWANCES> 0
<INVENTORY> 96,340
<CURRENT-ASSETS> 183,859
<PP&E> 1,252,565
<DEPRECIATION> 592,154
<TOTAL-ASSETS> 926,255
<CURRENT-LIABILITIES> 144,526
<BONDS> 456,931
0
0
<COMMON> 130,823
<OTHER-SE> 15,857
<TOTAL-LIABILITY-AND-EQUITY> 926,255
<SALES> 453,573
<TOTAL-REVENUES> 453,573
<CGS> 425,657
<TOTAL-COSTS> 425,657
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,043
<INCOME-PRETAX> (25,038)
<INCOME-TAX> (9,150)
<INCOME-CONTINUING> (15,888)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (15,888)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
