<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: September 28, 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
November 12, 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 - September 28, 1997
and December 29, 1996.
- Condensed Consolidated Statements of Operations - Three
months and nine months ended September 28, 1997 and
September 29, 1996.
- Condensed Consolidated Statements of Cash Flows - Nine
months ended September 28, 1997 and September 29, 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 SEPTEMBER 28, 1997 DECEMBER 29, 1996
----------------- -----------------
(UNAUDITED)
-----------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 10,205 $ 1,175
Accounts receivable, net 50,233 56,004
Inventories 94,362 97,975
Prepaid expenses and other current assets 6,793 15,217
Deferred income taxes 14,191 14,191
-------- --------
Total current assets 175,784 184,562
Property, plant and equipment, net 652,678 678,154
Other assets 38,780 36,759
Unamortized debt issue costs 14,554 16,023
Intangibles, net 29,258 30,101
-------- --------
Total Assets $ 911,054 $ 945,599
-------- --------
-------- --------
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
Accounts payable $ 45,251 $ 60,612
Accrued liabilities 72,373 80,920
Current portion of long-term debt 10,065 6,761
-------- --------
Total current liabilities 127,689 148,293
Long-term debt 466,754 447,229
Accrued postretirement benefits other than pensions 101,383 101,273
Other long-term liabilities 15,463 15,373
Deferred income taxes 89,730 102,468
-------- --------
Total Liabilities 801,019 814,636
-------- --------
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 September 28, 1997
and December 29, 1996 131,698 129,058
Minimum pension liability (892) (892)
Cumulative foreign currency translation adjustment (126) 3,365
Retained deficit (20,645) ( 568)
-------- --------
110,035 130,963
-------- --------
Total Liabilities and Shareholder's Equity $ 911,054 $ 945,599
-------- --------
-------- --------
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE>
CROWN PAPER CO.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Third Quarter (13 weeks) and Nine Months (39 weeks)
Ended September 28, 1997 and September 29, 1996
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
Third Quarter Nine Months
----------------------- -----------------------
1997 1996 1997 1996
-------- -------- -------- --------
(UNAUDITED ) (UNAUDITED )
<S> <C> <C> <C> <C>
Net sales $226,808 $221,064 $680,381 $ 704,481
Cost of goods sold 206,210 209,732 631,867 637,206
-------- -------- -------- --------
Gross margin 20,598 11,332 48,514 67,275
Selling and administrative expenses 13,963 13,792 42,732 38,132
-------- -------- -------- --------
Operating income (loss) 6,635 ( 2,460) 5,782 29,143
Interest expense ( 13,039) ( 11,952) (38,082) (37,323)
Other income, net 71 211 929 603
-------- -------- -------- --------
Loss before income taxes ( 6,333) ( 14,201) (31,371) ( 7,577)
Benefit for income taxes ( 2,144) ( 6,672) (11,294) ( 4,040)
-------- -------- -------- --------
NET LOSS $( 4,189) $( 7,529) $(20,077) $( 3,537)
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE>
CROWN PAPER CO.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months (39 weeks)
Ended September 28, 1997 and September 29, 1996
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Nine Months
-----------------------------
1997 1996
------------ ------------
(UNAUDITED)
<S> <C> <C>
Cash Provided by (Used for) Operating Activities:
Net loss $(20,077) $(3,537)
Items not affecting cash:
Depreciation and cost of timber harvested 61,548 57,712
Amortization of goodwill and other intangibles 844 844
Non-cash interest 2,050 2,385
Other, net 1,939 3,009
Changes in current assets and liabilities:
Accounts receivable (includes $40,000 sold in 1996) 5,771 49,885
Inventories 3,613 4,109
Other current assets 8,425 (10,546)
Accounts payable (7,885) (11,483)
Other current liabilities (10,119) (2,424)
Decrease in deferred income taxes (12,738) (2,183)
Other, net (3,603) 1,906
------------ ------------
Cash Provided by Operating Activities 29,768 89,677
------------ ------------
Cash Provided by (Used for) Investing Activities:
Expenditures for property, plant and equipment (45,005) (58,907)
Other, net 2,078 (371)
------------ ------------
Cash Used for Investing Activities (42,927) (59,278)
------------ ------------
------------ ------------
Cash Provided by (Used for) Financing Activities:
Proceeds from draw down of Revolving Credit 97,000 171,000
Repayments of Revolving Credit (74,000) (163,000)
Proceeds from issuance of
Industrial Revenue Bonds, net 7,241 12,100
Repayments of Term Loans and other long-term debt (8,052) ( 49,631)
------------ ------------
Cash Provided by (Used for) Financing Activities 22,189 ( 29,531)
------------ ------------
Increase in cash and cash equivalents 9,030 868
Cash and cash equivalents at beginning of year 1,175 5,335
------------ ------------
Cash and cash equivalents at end of period $ 10,205 $ 6,203
------------ ------------
------------ ------------
</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 Parent became an independent company after the Board of
Directors of James River Corporation of Virginia ("James River"), now known as
Fort James Corporation ("Fort James"), 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 was 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 nine months ended September 28, 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 the 1997 presentation.
NOTE 2 -- INCOME TAX
The income tax benefits for the quarter and nine months ended September 28,
1997 and September 29, 1996 were provided based on the Company's estimated
annual tax rates of 36% and 39.8%, respectively. In addition, the Company
recognized a benefit of $1.0 million in the third quarter of 1996 for reduction
of estimated taxes payable for 1995.
6
<PAGE>
NOTE 3 -- LONG TERM DEBT
Consolidated long-term debt consists of the following:
September 28 December 29
1997 1996
-------------- -------------
(IN THOUSANDS OF DOLLARS)
Bank Credit Facility:
Revolving credit, due 2002 $48,000 $ 25,000
Term Loan A, due 2002 39,150 45,712
Term Loan B, due 2003 98,250 99,000
----------- ---------
185,400 169,712
11% Senior Subordinated Notes, due 2005 250,000 250,000
Industrial Revenue Bonds, payable to 2026 41,419 34,278
----------- ---------
476,819 453,990
Less current portion 10,065 6,761
----------- ---------
$ 466,754 $447,229
----------- ---------
----------- ---------
In August 1997, the Company completed a $2.5 million refinancing of
certain industrial revenue bonds (the "Refunding Bonds") issued by the
Michigan Strategic Fund. The Refunding Bonds were issued to refinance
certain of the Company's water pollution control and sewage and solid waste
disposal facilities to be used by the Company. The Refunding Bonds bear
interest at 6.25% and are due August 1, 2012. The bonds being refunded were
repaid in October 1997.
Also in August 1997, the Company finalized an agreement with the Michigan
Strategic Fund whereby a total of $4.9 million of bonds (the "Project Bonds")
were sold to finance certain sewage and solid waste disposal facilities to be
used by the Company. The proceeds from the sale of the Project Bonds were
used to finance eligible project costs. Upon sale, an amount equivalent to
50% of the proceeds was prepaid on Term Loan A. The Project Bonds bear
interest at 6.5% and are due August 1, 2021.
In the fourth quarter of 1997 Term Loan A was entirely repaid (see
"Subsequent Events").
Maturities of long-term debt (after repayment of Term Loan A), excluding
the revolving credit, for the next five fiscal year ends are: 1998 - $1.0
million; 1999 - $1.0 million; 2000 - $1.3 million; 2001 - $.8 million; and
2002 - $47.0 million.
NOTE 4 -- INVENTORIES
<TABLE>
<CAPTION>
September 28, 1997 December 29, 1996
------------------ -----------------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
Raw materials $ 25,209 $ 26,283
Work in process 6,766 7,490
Finished goods 39,943 42,168
Stores and supplies 35,356 34,640
------------- -------------
107,274 110,581
Reduction to state inventories at last-in, first-out cost (12,912) (12,606)
------------- -------------
$ 94,362 $ 97,975
------------- -------------
------------- -------------
</TABLE>
7
<PAGE>
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 totaling $11.4 million and $11.1 million at September 28,
1997 and December 29, 1996, respectively. In addition, the Company has been
identified as a potentially responsible party ("PRP"), along with others, under
the Comprehensive Environmental Response, Compensation and Liability Act or
similar federal and state laws regarding the past disposal of wastes at
approximately 20 sites in the United States. The Company has previously settled
its remediation obligations at 11 sites. At 8 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 one other site,
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 $.5 million and $.7 million at September 28, 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 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.
8
<PAGE>
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 estimate future production volumes and
costs, future sales volumes, demand for the Company's product mix and prices
which reflect the 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 (see "Subsequent Events").
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 Parent. The purchase
was funded by a loan to the ESOP from Crown Paper Co. 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 --SUBSEQUENT EVENTS
In October 1997 the Company sold approximately 108,000 acres of timber
producing properties for approximately $36 million. These forests have
accounted for less than 5% of the wood fiber required by the Company's pulp
mills at Berlin and St. Francisville. As part of the transaction in the
Northeastern United States, the Company entered into a long-term wood supply
contract with the buyer to supply wood for the Berlin mill. The Company has
retained ownership of certain standing timber in the Southeastern United
States and entered into a cutting plan contract with the buyer in order to
continue supplying wood fiber to the St. Francisville mill. Proceeds from
the sale of the Company's timber properties were used to prepay Term Loan A.
Also in October 1997, the Company repaid the remaining $3.2 million
balance of Term Loan A.
On October 28, 1997 the Company announced its intention to close its
Newark, Delaware facility by the end of the year and seek a buyer for the
site. Newark has produced approximately 1,800 tons of paper during the first
nine months of 1997. The Company expects to shift most of the Newark mill's
production to other mills. The Company anticipates recording a charge
related to the closure or divestiture of the mill in the fourth quarter of
1997.
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 Nine Months Ended
September 28, 1997 September 29, 1996
---------------------- ----------------------
Tons Sales Tons Sales
-------- --------- -------- ---------
(thousands) (thousands)
<S> <C> <C> <C> <C>
Printing and Publishing Papers
Coated groundwood 213,769 $147,839 193,396 $170,546
Uncoated 182,875 177,561 181,885 181,112
Specialty Papers
Food and retail packaging 175,887 222,545 176,880 229,703
Converting 132,975 117,437 125,341 112,547
Pulp and Miscellaneous 40,652 14,999 28,742 10,573
---------- ---------- ---------- ----------
746,158 $680,381 706,244 $704,481
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Net Sales and Tonnage by Sector
for the Nine Quarter Ended
September 28, 1997 September 29, 1996
---------------------- ----------------------
Tons Sales Tons Sales
-------- --------- -------- ---------
(thousands) (thousands)
<S> <C> <C> <C> <C>
Printing and Publishing Papers
Coated groundwood 70,913 $ 52,713 69,362 $53,191
Uncoated 59,251 57,505 60,084 56,613
Specialty Papers
Food and retail packaging 58,606 72,838 57,722 69,681
Converting 44,301 37,427 44,647 37,419
Pulp and Miscellaneous 16,496 6,325 11,659 4,160
-------- --------- -------- ---------
249,567 $226,808 243,474 $221,064
-------- --------- -------- ---------
-------- --------- -------- ---------
</TABLE>
NET SALES
The Company's net sales decreased 3.4% to $680.4 million for the nine
months ended September 28, 1997 as compared to $704.5 million for the same
period in 1996. Net sales increased 2.6% to $226.8 million for the quarter
ended September 28, 1997 as compared to $221.1 million for the same period in
1996. The decrease for the nine month period of 1997 resulted primarily from
an 8.6% decline in average selling price per ton, which was partially offset
by a 5.7% increase in sales volume. The increase in net sales for the
quarter ended September 28, 1997 as compared to the quarter ended September
29, 1996 was primarily due to a 2.5% increase in sales volume.
Net sales of coated groundwood paper (which is used principally in the
production of magazines and catalogs) for the nine month period ended
September 28, 1997 were $147.8 million, a decline of 13.3% as compared to the
same period in 1996. Sales volume increased 20,400 tons for the first nine
months of 1997 compared to 1996, while the average sales price per ton
declined 21.6% from $882 in 1996 to $692 in 1997. During the third quarter
of 1997 as compared to the third quarter of 1996 a 2.2% increase in volume
was offset by a 3.1% decrease in average selling price per ton.
Net sales of uncoated printing and publishing papers decreased $3.6
million from $181.1 million for the first nine months of 1996 to $177.6
million for the first nine months of 1997, a 2.0 % decline. Average selling
price per ton for the first nine months of 1997 declined by $25 (or 2.5%) as
compared to the same period in 1996, while 1997 sales volume increased .5% as
compared to 1996. Net sales of uncoated printing and publishing papers in
the third quarter of 1997 increased 1.6% to $57.5 million from the third
quarter of 1996. The increase from third quarter 1996 to third quarter 1997
is due to an average sales price per ton increase of 3.0% which was partially
offset by a volume decrease of 1.4%.
Food and retail packaging paper net sales totaled $222.5 million during
the first nine months of 1997, a $7.2 million decline from the same period in
1996. The 3.1% decrease in net sales is primarily the result of a 2.6%
decrease in average selling price per ton during the nine month period ended
September 28, 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 third quarter of
1997; although, pulp prices showed a slight increase for the third quarter of
1997 as compared to the third
11
<PAGE>
quarter of 1996. The decline in pulp prices negatively affected average
selling prices per ton in the first nine months of 1997 as compared to the
first nine months of 1996. For the third quarter of 1997, net sales were
$72.8 million, a 4.5% increase from third quarter 1996. Sales volume
increased 1.5% and average sales price per ton increased 3.0% from quarter to
quarter.
Net sales of specialty converting papers during the first nine months of
1997 were $117.4 million, a 4.3 % increase compared to the first nine months
of 1996. The increase is the result of a 6.1 % increase in tons sold in 1997
compared to 1996 which was partially offset by a 1.6 % decrease in average
selling price per ton. Net sales of specialty converting papers in the third
quarter of 1997 totaled $37.4 million, which is unchanged from third quarter
1996 net sales. The Richmond mill is rapidly phasing out production of
approximately 10,000 tons (annualized) for a customer representing
approximately one third of the mill's capacity. The loss of these tons could
have a material negative impact on the sales and operating results for the
converting sector in the fourth quarter of 1997 and beyond, but it is not
expected to materially impact sales or operating results for the Company as a
whole. The Company has begun the effort to develop new products and business
to replace the lost tonnage. The ultimate impact on net sales and operating
results depends on the Company's timing of replacement of the lost tons and
the terms of the sales agreements.
Net sales of pulp and miscellaneous products increased to $15.0 million
for the nine months ended September 28, 1997 as compared to $10.6 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 nine months of 1997 increased to 40,652 compared to
28,742 in the same period of 1996. In the third quarter of 1997 net sales
increased to $6.3 million from $4.2 million in the third quarter of 1996.
The increase in net sales for the third quarter of 1997 as compared to the
third quarter of 1996 is due to an increase in average selling price per ton
of 7.5% and a 4,837 ton increase in sales volume.
OPERATING INCOME (LOSS)
<TABLE>
<CAPTION>
Operating Income by Sector Operating Income by Sector
for the Quarter Ended for the Nine Months Ended
----------------------------------- -----------------------------------
Sept. 28, 1997 Sept. 29, 1996 Sept. 28, 1997 Sept. 29, 1996
-------------- -------------- -------------- --------------
(Thousands) (Thousands)
<S> <C> <C> <C> <C>
Printing and Publishing Papers $ 2,161 $(1,086) $(8,341) $ 21,004
Food and retail packaging 1,530 (1,366) 5,913 3,853
Converting 1,730 820 7,743 10,321
Pulp and Miscellaneous 1,214 ( 828) 467 (6,035)
-------------- -------------- -------------- --------------
$ 6,635 $(2,460) $ 5,782 $ 29,143
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>
The Company had operating income of $5.8 million for the nine month
period in 1997 compared to operating income of $29.1 million for the same
period in 1996. Lower prices in the first three quarters of 1997 decreased
operating income by $60.5 million as compared to the same period in 1996.
Higher volumes and lower costs in the first nine months of 1997 as compared
to the same period in 1996 improved operating performance by $36.4 million
and $.8 million, respectively. In the third quarter of 1997, operating
income was $6.6 million, compared to an operating loss of $2.5 million for
the third quarter of 1996. Operating income increased in the third quarter of
1997 as compared to the third quarter of 1996 primarily due to increased
volumes and lower costs which increased operating performance by $5.5 million
and $3.6 million, respectively. The lower costs for the third quarter of 1997
as compared to third quarter of 1996 were primarily due to reductions in
manufacturing costs which were partially offset by increases in pulp costs.
12
<PAGE>
Operating income for printing and publishing papers decreased to a loss
of $8.3 million in the nine months of 1997 compared to income of $21.0
million for the same period in 1996. The decrease in operating income
resulted primarily from the decrease in paper prices discussed above.
Operating income of $2.2 million in the third quarter of 1997 increased by
$3.3 million from a $1.1 million operating loss in the third quarter of 1996.
The increase was primarily due to the net .6% increase in volume and reduced
manufacturing costs.
Food and retail packaging operating income increased from $3.9 million
for the first nine months of 1996 to $5.9 million in the first nine months of
1997. The increase in operating profits is attributable to lower pulp costs
and other cost saving initiatives during the first nine months of 1997 as
compared to the same period in 1996. Lower pulp costs generally benefit
operating results at the Company's packaging mills that are non-integrated.
These cost savings were partially offset by the decline of 2.6% in average
sales price per ton when comparing the two periods. Operating results
increased from a net loss of $1.4 million in the third quarter of 1996 to
$1.5 million operating income in the third quarter of 1997. Third quarter
1997 operating results improved primarily due to the 3.0% increase in
average net sales price which was partially offset by higher pulp costs in
the third quarter of 1997 as compared to the third quarter of 1996.
Operating income for converting papers decreased to $7.7 million in the
first nine months of 1997 as compared to $10.3 million in the first nine
months of 1996. The decrease in operating profits is primarily attributable
to the average selling price per ton decreasing 1.6% for the first nine
months of 1997 compared to 1996. Operating profits for the third quarter of
1997 increased to $1.7 million from operating profits of $.8 million in the
third quarter of 1996 (see "Net Sales").
Selling and administrative expenses increased $4.6 million for the nine
month period of 1997 compared to the same period in 1996. The increase is
due to higher commissions, higher depreciation on certain computer systems
placed in service after September 29, 1996, and 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 the third
quarter 1997 as compared to the third quarter 1996.
INTEREST EXPENSE
Interest expense for the nine month periods of 1997 and 1996 was $38.1
million and $37.3 million, respectively. Interest expense for the third
quarters of 1997 and 1996 was $13.0 and $12.0, respectively.
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 $41.1 million has been used at September 28, 1997) and can be
used for general corporate purposes, working capital needs and
13
<PAGE>
permitted investments. At September 28, 1997, $48.0 million of the revolving
credit was outstanding and $60.9 million of the aggregate line was available
if needed.
Cash flows provided by operating activities were $29.8 million for the
nine months ended September 28, 1997 compared to $89.7 million for the nine
months ended September 29, 1996. The decrease in operating cash flows is
mainly attributable to the $20.1 million loss as compared to a $3.5 million
net loss for the first nine 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 $69.1
million for the first nine months of 1997 as compared to $88.3 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 nine months ended
September 28, 1997 were $45.0 million compared to $58.9 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 nine 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 $16 million. These capital expenditures are primarily capital
maintenance projects and are expected to be financed by cash flows from
operations and available financing sources.
In August 1997, the Company completed a $2.5 million refinancing of
certain industrial revenue bonds (the "Refunding Bonds") issued by the
Michigan Strategic Fund. The Refunding Bonds were issued to refinance
certain of the Company's water pollution and sewage and solid waste disposal
facilities to be used by the Company. The Refunding Bonds bear interest at
6.25% and are due August 1, 2012. The bonds being refunded were repaid in
October 1997.
Also in August 1997, the Company finalized an agreement with the Michigan
Strategic Fund whereby a total of $4.9 million of bonds (the "Project Bonds")
were sold to finance certain sewage and solid waste disposal facilities to be
used by the Company. The proceeds from the sale of the Project Bonds were
used to finance eligible project costs. Upon sale, an amount equivalent to
50% of the proceeds was prepaid on Term Loan A. The Project Bonds bear
interest at 6.5% and are due August 1, 2021.
In the fourth quarter of 1997 Term Loan A was entirely repaid (see
"Subsequent Events").
SUBSEQUENT EVENTS
In October 1997 the Company sold approximately 108,000 acres of timber
producing properties for approximately $36 million. These forests have
accounted for less than 5% of the wood fiber required by the Company's pulp
mills at Berlin and St. Francisville. As part of the transaction in the
Northeastern United States, the Company entered into a long-term wood supply
contract with the buyer to supply wood for the Berlin mill. The Company has
retained ownership of certain standing timber in the Southeastern United States
and entered into a cutting plan contract with the buyer in order to continue
14
<PAGE>
supplying wood fiber to the St. Francisville mill. Proceeds from the sale of
the Company's timber properties were used to prepay Term Loan A.
Also in October 1997, the Company repaid the remaining $3.2 million
balance of Term Loan A.
On October 28, 1997 the Company announced its intention to close its
Newark, Delaware facility by the end of the year and seek a buyer for the
site. Newark has produced approximately 1,800 tons of paper during the first
nine months of 1997. The Company expects to shift most of the Newark mill's
production to other mills. The Company anticipates recording a charge
related to the closure or divestiture of the mill in the fourth quarter of
1997. The Company believes closure of the Newark mill is a necessary step
towards optimizing productivity. The Company's statements concerning Newark
and related optimization of productivity are forward looking and subject to
various risks and uncertainties which could cause the actual results to be
materially different from the Company's current expectations. These include,
but are not limited to the actual timing of the closure, the amount of the
closure charge and disposition proceeds of the Newark mill, possible
difficulties in shifting Newark production to other mills, successful
implementation of the plans for optimizing production, and other factors.
15
<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
16
<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)
November 12, 1997
17
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<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-28-1997
<PERIOD-START> DEC-30-1996
<PERIOD-END> SEP-28-1997
<CASH> 10,205
<SECURITIES> 0
<RECEIVABLES> 50,233
<ALLOWANCES> 0
<INVENTORY> 94,362
<CURRENT-ASSETS> 175,784
<PP&E> 1,261,827
<DEPRECIATION> 609,149
<TOTAL-ASSETS> 911,054
<CURRENT-LIABILITIES> 127,684
<BONDS> 466,754
0
0
<COMMON> 131,698
<OTHER-SE> (21,663)
<TOTAL-LIABILITY-AND-EQUITY> 911,054
<SALES> 680,381
<TOTAL-REVENUES> 680,381
<CGS> 631,867
<TOTAL-COSTS> 674,599
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 38,082
<INCOME-PRETAX> (31,371)
<INCOME-TAX> (11,294)
<INCOME-CONTINUING> 5,782
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (20,077)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
