<PAGE>
UNITED STATES
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
<TABLE>
<CAPTION>
<S> <C>
For the Quarterly Period Ended: March 29, 1998 Commission File Number: 1-13868
- --------------------------------------------------------------------------------------------
</TABLE>
CROWN VANTAGE INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-1752384
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Lakeside Drive, Oakland, CA 94612-3592
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(Address of principal executive offices) (Zip Code)
(510) 874-3400
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(Registrant's telephone number, including area code)
Not Applicable
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(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 May 11, 1998:
9,684,099 Shares
--------------------------------------------
<PAGE>
INDEX
CROWN VANTAGE INC.
PART I: Financial Information
Item 1. Financial Statements
. Condensed Consolidated Balance Sheets - March 29, 1998 and
December 28, 1997.
. Condensed Consolidated Statements of Operations - First
quarter ended March 29, 1998 and March 30, 1997.
. Condensed Consolidated Statements of Cash Flows - Three
months ended March 29, 1998 and March 30, 1997.
. 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 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
2
<PAGE>
PART I -- FINANCIAL INFORMATION
- ------
ITEM 1 -- FINANCIAL STATEMENTS
- ------
CROWN VANTAGE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)
<TABLE>
<CAPTION>
ASSETS March 29, 1998 December 28, 1997
-------------- -----------------
(Unaudited)
-----------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 7,869 $ 11,415
Accounts receivable, net 45,650 40,787
Inventories 103,806 104,117
Prepaid expenses and other current assets 6,832 7,393
Deferred income taxes 13,751 14,480
---------- ----------
Total current assets 177,908 178,192
Property, plant and equipment, net 607,255 621,276
Other assets 38,640 38,090
Unamortized debt issue costs 13,481 14,039
Intangibles, net 28,696 28,977
---------- ----------
Total Assets $865,980 $880,574
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 41,143 $ 54,181
Accrued liabilities 70,176 80,358
Current portion of long-term debt 1,000 1,000
---------- ----------
Total current liabilities 112,319 135,539
Long-term debt 578,294 544,063
Accrued postretirement benefits other than pensions 101,966 102,397
Other long-term liabilities 13,799 17,444
Deferred income taxes 73,266 82,100
---------- ----------
Total Liabilities 879,644 881,543
---------- ----------
Shareholders' Equity:
Preferred Stock, no par value;
Authorized - 500,000 shares;
Issued and outstanding - None
Common Stock, no par value;
Authorized - 50,000,000 shares;
Issued and outstanding 9,674,339 and
9,668,313 shares at March 29, 1998
and December 28, 1997, respectively 46,068 45,831
Unearned ESOP shares and other (3,522) (4,301)
Cumulative foreign currency translation adjustment 1,841 1,338
Retained deficit (58,051) (43,837)
---------- ----------
(13,664) (969)
---------- ----------
Total Liabilities and Shareholders' Equity $865,980 $880,574
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
CROWN VANTAGE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the First Quarter (13 weeks)
Ended March 29, 1998 and March 30, 1997
(in thousands of dollars, except per share)
<TABLE>
<CAPTION>
First Quarter
----------------------
1998 1997
--------- ----------
<S> <C> <C>
(Unaudited)
Net sales $221,806 $228,641
Cost of goods sold 212,808 211,477
--------- ----------
Gross margin 8,998 17,164
Selling and administrative expenses 14,786 16,506
--------- ----------
Operating Income (Loss) (5,788) 658
Interest expense (16,126) (15,995)
Other income, net 47 141
--------- ----------
Loss before income taxes (21,867) (15,196)
Benefit for income taxes (7,653) (5,562)
--------- ----------
NET LOSS $ (14,214) $ (9,634)
========= ==========
Basic loss per share $ (1.55) $ (1.10)
========= ==========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
CROWN VANTAGE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months (13 weeks)
Ended March 29, 1998 and March 30, 1997
(in thousands of dollars)
<TABLE>
<CAPTION>
Three Months
---------------------------
1998 1997
------------ ------------
(Unaudited)
<S> <C> <C>
Cash Provided by (Used for) Operating Activities:
Net loss $ (14,214) $ (9,634)
Items not affecting cash:
Depreciation and cost of timber harvested 21,202 20,298
Amortization of goodwill and other intangibles 281 281
Interest on Pay-in-Kind Notes and other non-cash interest 4,521 4,135
Other, net 1,045 724
Changes in current assets and liabilities:
Accounts receivable (4,863) 4,053
Inventories 311 (3,567)
Other current assets 1,291 1,659
Accounts payable (11,972) (1,836)
Other current liabilities (9,718) (6,732)
Other, net (9,902) (8,571)
------------ ------------
Cash Provided by (Used for) Operating Activities (22,018) 810
------------ ------------
</TABLE>
Cash Provided by (Used for) Investing Activities:
<TABLE>
<S> <C> <C>
Expenditures for property, plant and equipment (8,208) (13,960)
Other, net (70) (787)
------------ ------------
Cash Used for Investing Activities (8,278) (14,747)
------------ ------------
Cash Provided by (Used for) Financing Activities:
Proceeds from draw down of Revolving Credit 42,000 33,000
Repayments of Revolving Credit (15,000) (15,000)
Repayments of Term Loans and other long-term debt (250) (1,457)
------------ ------------
Cash Provided by Financing Activities 26,750 16,543
------------ ------------
Increase (decrease) in cash and cash equivalents (3,546) 2,606
Cash and cash equivalents at beginning of year 11,415 1,175
------------ ------------
Cash and cash equivalents at end of period $ 7,869 $ 3,781
------------ ------------
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
CROWN VANTAGE INC.
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 Vantage
Inc. (the "Parent"), Crown Paper Co., and Crown Paper Co.'s consolidated
subsidiaries. Crown Vantage Inc. and subsidiaries (the "Company") 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 Company (the
"Distribution"). The Distribution was made in the form of a tax-free dividend
on the basis of one share of the Company's common stock for every ten shares of
James River common stock. A total of 8,446,362 shares of the Company'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
28, 1997 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 three months ended March 29, 1998 are
not necessarily indicative of the results that may be expected for the year
ended December 27, 1998. For further information, refer to the consolidated
financial statements and footnotes thereto included in Crown Vantage Inc.'s
Annual Report to Shareholders and Form 10-K for the year ended December 28,
1997. Certain 1997 amounts have been reclassified to conform with the 1998
presentation.
NOTE 2 --BASIC LOSS PER SHARE
- ------
The computations of basic loss per share for the quarters ended March 29,
1998 and March 30, 1997 are based on the weighted average number of shares of
common stock outstanding during the periods (9,185,000 and 8,732,000 for the
three months ended March 29, 1998 and March 30, 1997, respectively). The number
of shares considered outstanding does not include 222,000 shares and 77,000
shares held by the Employee Stock Ownership Plan Trust at March 29, 1998 and
March 30, 1997, respectively. The restatement of prior period loss per share
and shares outstanding to conform with Statement of Financial Accounting
Standards No. 128 "Earnings per Share" was not material.
NOTE 3 -- INCOME TAX
- ------
The income tax benefits for the three months ended March 29, 1998 and March
30, 1997 were provided based on the Company's estimated annual tax rates of
35.0% and 36.6%, respectively.
6
<PAGE>
NOTE 4 -- LONG TERM DEBT
Consolidated long-term debt consists of the following:
<TABLE>
<CAPTION>
March 29 December 28
1998 1997
------------ ------------
<S> <C> <C>
(in thousands of dollars)
CROWN PAPER CO.
Bank Credit Facility:
Revolving credit, due 2002 $ 72,000 $ 45,000
Term Loan B, due 2003 97,750 98,000
------------ ------------
169,750 143,000
11% Senior Subordinated Notes, due 2005 250,000 250,000
Industrial Revenue Bonds, payable to 2026 38,878 38,878
------------ ------------
458,628 431,878
CROWN VANTAGE INC.
11.45% Senior Pay-in-Kind Notes, due 2007
less unamortized discount 120,666 113,185
------------ ------------
579,294 545,063
Less current portion 1,000 1,000
------------ ------------
$578,294 $544,063
============ ============
</TABLE>
On March 18, 1998, Crown Vantage entered into an agreement with Fort James
related to Crown Vantage's 11.45% Senior Pay-in-Kind Notes ("PIK Notes") which
are held by Fort James. The agreement provides for the delivery to Crown
Vantage and Crown Paper Co. of PIK Notes totaling $25 million and $8 million,
respectively, in exchange for the mutual release from a variety of claims that
have arisen from prior transactions between Fort James and Crown Vantage. In
addition, Crown Vantage was granted an option to purchase the remaining PIK
Notes and accrued interest (the notes having a face amount totaling $100 million
at March 29, 1998) for a fixed price of $80 million in cash. The option must be
exercised by September 30, 1998 and funding of the purchase price must occur on
or before October 31, 1998. Pursuant to the agreement, funds would be obtained
through an equity offering, asset sales, or a combination thereof. Both the
delivery of the $33 million in PIK Notes and funding of the option are subject
to consent by the Company's bondholders and bank group. There is no assurance
that the Company will be successful in raising the required funding in time to
exercise the option.
Maturities of long-term debt, excluding the revolving credit, for the next
five fiscal year ends are: 1999 - $1.0 million; 2000 - $1.3 million; 2001 - $.8
million; 2002 - $47.0 million and 2003 - $47.5 million.
<TABLE>
<CAPTION>
NOTE 5 -- INVENTORIES
March 29, 1998 December 28, 1997
------------------- --------------------
(in thousands of dollars)
<S> <C> <C>
Raw materials $ 29,143 $ 27,911
Work in process 6,582 7,038
Finished goods 44,110 45,936
Stores and supplies 35,953 35,569
------------------- --------------------
115,788 116,454
Reduction to state inventories at last-in, first-out cost (11,982) (12,337)
------------------- --------------------
$103,806 $ 104,117
=================== ====================
</TABLE>
7
<PAGE>
NOTE 6 -- 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 $12.0 million at March 29, 1998 and December 28, 1997.
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 20 sites in the United States. The Company has
previously settled its remediation obligations at 12 of those sites. At 7 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 and a loss
estimate for the potential remediation effort costs is not yet possible.
However, the Company's accrual for the remediation investigation effort was $.6
million at March 29, 1998 and December 28, 1997. 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 and associated
costs 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 estimates
the Company's share of the costs of investigation and remediation of the known
sites will not have a material adverse effect upon the consolidated financial
condition of the Company.
Due to 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 November 1997, the Environmental Protection Agency signed final rules
affecting pulp and paper industry discharges of wastewater and gaseous emissions
("Cluster Rules") which became effective on April 15, 1998. These Cluster Rules
require 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 management's understanding of the rules, the Company
estimates that approximately $40 million of capital expenditures may be required
to comply with the rules with compliance dates beginning in 1999 and extending
over the next three to eight years. There are risks and uncertainties associated
with the Company's estimate that could cause total capital expenditures to be
materially different, including changes in technology, interpretation of the
rules by government agencies that is substantially different from the Company's
interpretation, or other items.
8
<PAGE>
NOTE 7 -- 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 that could result in
recognizing, in future periods, a material impairment loss on its long-lived
assets.
NOTE 8 -- COMPREHENSIVE INCOME
- ------
The Company adopted Statement of Financial Accounting Standards No. 130
("SFAS No. 130") "Reporting Comprehensive Income" in the first quarter of 1998.
SFAS No. 130 establishes standards for the reporting and displaying of
comprehensive income and its components; however, the adoption of SFAS No. 130
had no impact on the Company's net income or shareholders' equity.
Comprehensive income for the Company consists of net income, foreign currency
translation adjustments and minimum pension liability adjustments.
During the first quarter of 1998 and 1997, the Company's total comprehensive
loss was $13.7 million and $12.3 million, respectively.
NOTE 9 -- SUBSEQUENT EVENTS
- ------
On May 5, 1998, the Company announced that it is exploring the possibility of
separating the Company's specialty papers businesses from the Company's St.
Francisville, La., pulp and paper mill, including the possible divestiture of
the St. Francisville facility in a transaction that would result in a
significant reduction of debt including the repurchase of the PIK Notes. If
successful, Crown Vantage would include 27 specialty paper machines producing
approximately 600,000 tons of paper a year with sales of approximately $600
million in 1997. There is no assurance that the Company will be successful in
structuring a transaction of the type described, that the Company will locate a
third party or parties willing to engage in such a transaction, that the
significant debt reduction including the repurchase of the PIK Note will be
realized or that the Company will successfully and in a timely manner conclude
any such transaction.
On May 5, 1998, the Company announced plans to reduce the Company's
work force by 5% by the end of 1998. The Company estimates this cost reduction
effort will result in a one-time charge of approximately $2.5 million, which
will be taken during the second quarter of 1998.
The Company's statements regarding the cost reduction effort and the possible
separation of the St. Francisville facility are forward looking and subject to
various risks and uncertainties that could cause the actual results to be
materially different from the Company's current expectations. These forward-
looking statements can be identified by use of language such as plans,
estimates, anticipates, believes, possible and other similar words or phrases.
In addition to the factors discussed above, there are other factors that could
cause the actual results to differ materially. These other factors include but
are not limited to business conditions and the general economy, competitive
factors, maintaining good labor relations, and maintaining good customer
relations.
9
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
- ------
FINANCIAL CONDITION
Crown Vantage Inc. and subsidiaries (the "Company") are 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 10 facilities using 31 paper machines and its paper
production 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; 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 Three Months Ended
March 29, 1998 March 30, 1997
------------------- --------------------
Tons Sales Tons Sales
--------- -------- -------- ----------
(thousands) (thousands)
<S> <C> <C> <C> <C>
Printing and Publishing Papers
Coated groundwood 71,293 $ 58,439 71,920 $ 47,244
Uncoated 63,413 60,149 63,507 61,465
Specialty Papers
Food and retail packaging 53,344 67,641 58,983 75,283
Converting 35,388 29,289 43,615 40,677
Pulp and Miscellaneous 17,876 6,288 11,130 3,972
--------- -------- ------- --------
241,314 $221,806 249,155 $228,641
========= ======== ======= ========
</TABLE>
10
<PAGE>
NET SALES
- ---------
The Company's net sales decreased 3.0% to $221.8 million for the three
months ended March 29, 1998 as compared to $228.6 million for the same period in
1997. The decrease in net sales is primarily due to a 3.1% decrease in tons sold
from the first quarter of 1997 to the first quarter of 1998.
Net sales of coated groundwood paper (which is used principally in the
production of magazines and catalogs) for the three month period ended March 29,
1998 were $58.4 million, an increase of 23.7% as compared to the same period in
1997. Sales volume was virtually the same for the first three months of 1998
compared to the same period in 1997, while the average net sales price per ton
increased 24.8% from $657 in the first quarter of 1997 to $820 in the first
quarter of 1998.
Net sales of uncoated printing and publishing papers in the first
quarter of 1998 decreased 2.1% to $60.1 million from the first quarter of 1997.
The decrease from first quarter 1998 to first quarter 1997 is primarily due to
an average sales price per ton decrease of 2.0%.
Food and retail packaging paper net sales totaled $67.6 million during
the first three months of 1998, a $7.6 million decline from the same period in
1997. The 10.2% decrease in net sales is primarily the result of a 9.6%
decrease in tons sold during the three months ended March 29, 1998 as compared
to the three months ended March 30, 1997.
Net sales of specialty converting papers during the three months ended
March 29, 1998 were $29.3 million, a 28% decrease compared to the three months
ended March 30, 1997. The decrease is primarily the result of an 18.9% decrease
in tons sold in the first quarter of 1998 compared to the first quarter of 1997.
The decreased volume is primarily due to the decision by certain customers to
integrate backwards their operations, negatively affecting our toweling and
cast-coating sales. The Company continues to aggressively pursue replacing the
lost toweling and cast-coating tonnage. However, demand for the cast-coating
products is particularly weak with no substantial improvement expected in the
immediate future. Average price per ton decreased 11.3% from the first
quarter of 1997 compared to the first quarter of 1998 due to the lower tons sold
from the Company's cast-coating operations whose papers generally command
premium pricing.
Net sales of pulp and miscellaneous products increased to $6.3 million
for the three months ended March 29, 1998 as compared to $4.0 million for the
three months ended March 30, 1997. 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 three months of 1998 increased 60.6% when
compared to the same period of 1997.
11
<PAGE>
OPERATING INCOME (LOSS)
- -----------------------
<TABLE>
<CAPTION>
Operating Income (Loss) by Sector
for the Quarter Ended
----------------------------------
March 29, 1998 March 30, 1997
---------------- ----------------
(Thousands)
<S> <C> <C>
Printing and Publishing Papers $ (2,093) $ (4,237)
Food and retail packaging (331) 1,459
Converting (483) 4,298
Pulp and Miscellaneous (2,881) (862)
---------------- ----------------
$ (5,788) $ 658
================ ================
</TABLE>
The Company had an operating loss of $5.8 million for the three months
ended March 29, 1998 compared to operating income of $.7 million for the same
period in 1997. Lower volumes in the first quarter of 1998 decreased operating
income by $7.2 million as compared to the same period in 1997. This was
partially offset by a $.4 million improvement in both price and cost
variances during the first quarter of 1998 as compared to the first quarter
of 1997.
Operating loss for printing and publishing papers decreased to $2.1
million during the first three months of 1998 compared to an operating loss of
$4.2 million for the same period in 1997. The decrease in operating loss
resulted primarily from the increase in coated groundwood average price per ton
of 24.8% when comparing the first quarter of 1998 to the same period in 1997.
This was partially offset by higher costs due to the planned maintenance down at
St. Francisville that in the prior year occurred in the second quarter and
higher wood costs due to a supply decrease caused by ice storms in the northeast
and heavy rains in the south.
Food and retail packaging operating income decreased $1.8 million to
an operating loss of $.3 million for the first three months of 1998 compared to
the first three months of 1997. The decrease in operating income is primarily
attributable to a 9.6% decline in tons sold for the three months ended March 29,
1998 as compared to the same period in 1997. The decline in volumes was
partially offset by favorable cost variances primarily from lower pulp costs,
improved mill efficiencies and other cost savings initiatives.
Operating income for converting papers decreased $4.8 million in the
first three months of 1998 as compared to the first three months of 1997. The
decrease in operating profit is primarily attributable to the decrease in tons
sold and lower average price per ton discussed previously in "Net Sales."
Selling and administrative expenses decreased $1.7 million for the
first quarter of 1998 compared to the same period in 1997. The decrease is
primarily the result of an incentive compensation accrual in the first quarter
of 1997, which due to operating performance, was not recorded in the first
quarter of 1998.
12
<PAGE>
INTEREST EXPENSE
- ----------------
Interest expense for the three month period of 1998 and 1997 was $16.1
million and $16.0 million, 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 Corporation of Virginia, now known as Fort James Corporation
("Fort James"), together with $100 million Senior Pay-in-Kind Notes 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 $40.2 million has been used at March 29, 1998) and can be used
for general corporate purposes, working capital needs and permitted investments.
At March 29, 1998, $72 million of the revolving credit was outstanding and $37.8
million of the aggregate line was available if needed.
On March 18, 1998, Crown Vantage entered into an agreement with Fort
James related to Crown Vantage's 11.45% Senior Pay-in-Kind Notes ("PIK Notes")
which are held by Fort James. The agreement provides for the delivery to Crown
Vantage and Crown Paper Co. of PIK Notes totaling $25 million and $8 million,
respectively, in exchange for the mutual release from a variety of claims that
have arisen from prior transactions between Fort James and Crown Vantage. In
addition, Crown Vantage was granted an option to purchase the remaining PIK
Notes and accrued interest (the notes having a face amount totaling $100 million
at March 29, 1998) for a fixed price of $80 million in cash. The option must be
exercised by September 30, 1998 and funding of the purchase price must occur on
or before October 31, 1998. Pursuant to the agreement, funds would be obtained
through an equity offering, asset sales, or a combination thereof. Both the
delivery of the $33 million in PIK Notes and funding of the option are subject
to consent by the Company's bondholders and bank group. There is no assurance
that the Company will be successful in raising the required funding in time to
exercise the option.
Cash flows used by operating activities were $22.0 million for the
three months ended March 29, 1998 compared to cash flows provided by operations
of $.8 million for the three months ended March 30, 1997. The decrease in
operating cash flows is mainly attributable to the $14.2 million loss as
compared to a $9.6 million net loss for the first three months of 1998 and 1997,
respectively, and fluctuations in working capital and other assets and
liabilities. Earnings before interest, taxes, depreciation and amortization
(EBITDA) were $15.7 million for the first three months of 1998 as compared to
$21.4 million for the comparable period in 1997.
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 three months ended
March 29, 1998 were $8.2 million compared to $14.0 million in the same period in
1997. 1998 expenditures primarily represented capital maintenance projects.
Capital expenditure projects during the first three months of 1997 related to
capital maintenance projects and $7.9 million for cash payments on the Company's
rebuild of the Number 1 paper machine at the St. Francisville mill. The
Company's capital spending plan for the remainder of 1998 is approximately $60
million. These capital expenditures are primarily for capital maintenance
projects and are expected to be financed by cash flows from operations and
available financing sources.
13
<PAGE>
YEAR 2000
- ---------
The Year 2000 issue, common to most business information and other computer
systems, concerns the inability of information systems, primarily computer
software programs, to properly recognize and process date-sensitive information
as the year 2000 approaches and beyond. The Company has modified or replaced
most of its key financial systems, is investigating all other systems (including
process control systems) and is examining the potential impact to the Company
from significant vendors and outside service providers. The Company believes it
will be able to modify or replace the remainder of its affected systems in time
to minimize any material detrimental effects on results of operations. While it
is not possible at present to predict with certainty the cost of this work,
based on management's current estimates, the Company believes that such costs
will range between $1 million and $2 million during 1998.
NEW ACCOUNTING PRONOUNCEMENTS
- -----------------------------
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131 ("SFAS No. 131") "Disclosure about
Segments of an Enterprise and Related Information." This statement will require
segment disclosure based on management's decision-making criteria. SFAS No. 131
also requires disclosures about the products and services provided, the
countries in which material assets are held and material revenues are generated,
and significant customers. SFAS No. 131 is effective for the Company's 1998
fiscal year end. Management is currently evaluating the impact of SFAS No. 131
on the Company's segment disclosures.
SUBSEQUENT EVENTS
- -----------------
On May 5, 1998, the Company announced that it is exploring the
possibility of separating the Company's specialty papers businesses from the
Company's St. Francisville, La., pulp and paper mill, including the possible
divestiture of the St. Francisville facility in a transaction that would result
in a significant reduction of debt including the repurchase of the PIK Notes. If
successful, Crown Vantage would include 27 specialty paper machines producing
approximately 600,000 tons of paper a year with sales of approximately $600
million in 1997. There is no assurance that the Company will be successful in
structuring a transaction of the type described, that the Company will locate a
third party or parties willing to engage in such a transaction, that the
significant debt reduction including the repurchase of the PIK Note will be
realized or that the Company will successfully and in a timely manner conclude
any such transaction.
On May 5, 1998, the Company announced plans to reduce the Company's
workforce by 5% by the end of 1998. The Company estimates this cost reduction
effort will result in a one-time charge of approximately $2.5 million, which
will be taken during the second quarter of 1998.
The Company's statements regarding the cost reduction effort and the
possible separation of the St. Francisville facility are forward looking and
subject to various risks and uncertainties that could cause the actual results
to be materially different from the Company's current expectations. These
forward-looking statements can be identified by use of language such as plans,
estimates, anticipates, believes, possible and other similar words or phrases.
In addition to the factors discussed above, there are other factors that could
cause the actual results to differ materially. These other factors include but
are not limited to business conditions and the general economy, competitive
factors, maintaining good labor relations, and maintaining good customer
relations.
14
<PAGE>
PART II -- OTHER INFORMATION
- -------
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------
The Annual Meeting of Shareholders of Crown Vantage Inc. was held on May 5,
1998. There were 9,677,954 shares of Common Stock entitled to vote at the
meeting and a total of 8,828,338 shares were represented at the meeting. The
results of voting on the election of directors were as follows:
1. Election of Directors. Seven nominees were elected as continuing directors.
There were no broker non-votes.
<TABLE>
<CAPTION>
WITHHOLD
NOMINEE FOR AUTHORITY
<S> <C> <C>
George B. James 8,687,022 141,316
Ernest S. Leopold 8,689,075 139,263
Joseph T. Piemont 8,682,845 145,493
E. Lee Showalter 8,683,904 144,434
William D. Walsh 8,683,832 144,506
James S. Watkinson 8,685,975 142,363
Donna L. Weaver 8,686,596 141,742
</TABLE>
2. Proposal to amend the Company's 1995 Incentive Stock Plan to increase the
number of shares authorized for issuance under the plan from 1,400,000 shares to
1,700,000 shares.
Broker
For: 7,610,616 Against: 1,044,043 Abstain: 97,400 Non Vote: 76,279
--------- --------- ------ ------
15
<PAGE>
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
- ------
(a) Exhibits
Ex 3.1 Amendment to the Bylaws of Crown Vantage Inc.
Ex 10.1 Option and Settlement Agreement between Fort James Corporation
and Crown Vantage Inc. relating to the PIK Notes (incorporated
by reference and previously filed on Form 8-K dated March 25,
1998)
Ex 10.2 Amendment No. 4 to Credit Agreement (incorporated by
reference and previously filed as an exhibit to Crown Vantage
Inc.'s Annual Report on Form 10-K for the year ended December
28, 1997)
Ex 10.3 Amendment No. 1 to Form of Agreement (Severance) (a management
contract)
Ex. 11 Statement re: Computation of Per Share Earnings
Ex. 27 Financial Data Schedule (Electronic Filing Only)
(b) Reports on Form 8-K --
Current Report on Form 8-K dated March 25, 1998 reporting the Option and
Settlement Agreement (see exhibit 10.1 and "Note 4").
Current Report on Form 8-K dated May 11, 1998 relating to the Company
exploring the possible separation of its specialty papers businesses from
the St. Francisville facility (see "Note 9" and "Subsequent Events").
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 VANTAGE INC.
(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)
May 13, 1998
17
<PAGE>
Crown Vantage Inc. Exhibit 3.1
Amendment to the Bylaws of Crown Vantage
Following is the amended Bylaw approved by the Board of Directors on
March 16, 1998.
ARTICLE II - Section 2.2
Number and Term. The number of directors of the Corporation shall be
seven. This number may be changed from time to time by amendment to these
Bylaws to increase or decrease by 30 percent or less the number of directors
last elected by the stockholders, but only the stockholders may increase or
decrease the number by more than 30 percent. No decrease in number shall have
the effect of shortening the term of any incumbent director. Each director
shall hold office until his death, resignation or removal or until his successor
is elected.
<PAGE>
Amendment No. 1 to Agreement Exhibit 10.3
----------------------------
This Amendment No. 1 to Agreement is made by and between Crown Vantage Inc., a
Virginia corporation (the "Company") and ________________ (the "Executive"),
dated as of the 30th day of January 1998.
A. The parties hereto entered into an Agreement, made as of December 5, 1995,
providing for certain arrangements in the event of a Change of Control of the
Company (the "Agreement").
B. The parties hereto wish to amend the Agreement with respect to the definition
of the "Annual Bonus" as used in the Agreement, to be the higher of actual
bonuses paid or target bonuses.
IT IS AGREED AS FOLLOWS:
1. The first sentence of Subparagraph 4(b)(ii) of the Agreement shall be amended
in its entirety, and shall read as follows:
"In addition to Annual Base Salary, the Executive shall be awarded, for each
fiscal year ending during the Employment Period, an annual bonus (the "Annual
Bonus") in cash at least equal to the Executive's highest bonus (such bonus
being the higher of (A) actual earned bonus, or (B) target bonus at 100% of
the target,) under the Company's Incentive Plans in effect for the Company or
any of its affiliated companies immediately prior to the Effective Date, or
any comparable bonus under any predecessor or successor plan, for the last
three full fiscal years prior to the Effective Date (annualized in the event
that the Executive was not employed by the Company for the whole of such
fiscal year) (the "Recent Annual Bonus").
2. In all other respects, the Agreement is reaffirmed and remains in full force
and effect.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and,
pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, as of the day
and year first above written.
______________________________
(the "Executive")
CROWN VANTAGE INC.
By:____________________________
Ernest S. Leopold
Chairman and Chief Executive Officer
<PAGE>
EXHIBIT 11 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
(in thousands, except per share loss)
<TABLE>
<CAPTION>
Three Months Three Months
Ended March 29, 1998 Ended March 30, 1997
------------------------ -----------------------
Basic Diluted Basic Diluted
----------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Average shares outstanding 9,185 9,185 8,732 8,732
Effect of dilutive stock options 0 0 0 0
----------- ----------- ---------- -----------
Totals 9,185 9,185 8,732 8,732
=========== =========== ========== ===========
Net loss $ (14,214) $ (14,214) $ (9,634) $ (9,634)
=========== =========== ========== ===========
Loss per share $ ( 1.55) $ ( 1.55) $ ( 1.10) $ ( 1.10)
=========== =========== ========== ===========
</TABLE>
Prior period loss per share and average shares outstanding have been restated to
conform with SFAS No. 128 (see "Note 2"). The restatement did not materially
impact loss per share as previously reported.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-27-1998 DEC-28-1997
<PERIOD-START> DEC-29-1997 DEC-30-1996
<PERIOD-END> MAR-29-1998 MAR-30-1997
<CASH> 7,869 3,781
<SECURITIES> 0 0
<RECEIVABLES> 46,150 52,161
<ALLOWANCES> 500 210
<INVENTORY> 103,806 101,542
<CURRENT-ASSETS> 177,908 185,020
<PP&E> 1,255,259 1,245,318
<DEPRECIATION> 648,004 580,504
<TOTAL-ASSETS> 865,980 931,881
<CURRENT-LIABILITIES> 112,319 132,503
<BONDS> 578,294 568,539
0 0
0 0
<COMMON> 46,068 43,213
<OTHER-SE> (59,732) (25,628)
<TOTAL-LIABILITY-AND-EQUITY> 865,980 931,881
<SALES> 221,806 228,641
<TOTAL-REVENUES> 221,806 228,641
<CGS> 212,808 211,477
<TOTAL-COSTS> 212,808 211,477
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 254
<INTEREST-EXPENSE> 16,126 15,995
<INCOME-PRETAX> (21,867) (15,196)
<INCOME-TAX> (7,653) (5,562)
<INCOME-CONTINUING> (14,214) (9,634)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (14,214) (9,634)
<EPS-PRIMARY> (1.55) (1.10)
<EPS-DILUTED> (1.55) (1.10)
</TABLE>
