<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
For the Quarterly Period Ended: June 28, 1998 Commission File Number: 1-13868
- --------------------------------------------------------------------------------
CROWN VANTAGE INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-1752384
- --------------------------------------------------------------------------------
(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 7, 1998:
9,723,315 Shares
---------------------------------------
<PAGE>
INDEX
CROWN VANTAGE INC.
PART I: Financial Information
Item 1. Financial Statements
* Condensed Consolidated Balance Sheets - June 28, 1998 and
December 28, 1997.
* Condensed Consolidated Statements of Operations - Three
months and six months ended June 28, 1998 and June 29, 1997.
* Condensed Consolidated Statements of Cash Flows - Six months
ended June 28, 1998 and June 29, 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 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 June 28, 1998 December 28, 1997
------------- -----------------
(Unaudited)
-------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 10,162 $ 11,415
Accounts receivable, net 42,745 40,787
Inventories 103,470 104,117
Prepaid expenses and other current assets 6,358 7,393
Deferred income taxes 13,156 14,480
------------- -----------------
Total current assets 175,891 178,192
Property, plant and equipment, net 597,396 621,276
Other assets 39,688 38,090
Unamortized debt issue costs 12,923 14,039
Intangibles, net 28,414 28,977
------------- -----------------
Total Assets $ 854,312 $ 880,574
============= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 42,147 $ 54,181
Accrued liabilities 85,016 80,358
Current portion of long-term debt 1,000 1,000
------------ -----------------
Total current liabilities 128,163 135,539
Long-term debt 566,540 544,063
Accrued postretirement benefits other than pensions 101,662 102,397
Other long-term liabilities 17,645 17,444
Deferred income taxes 65,287 82,100
------------- -----------------
Total Liabilities 879,297 881,543
------------- -----------------
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 9,719,135 and
9,668,313 shares at June 28, 1998
and December 28, 1997, respectively 46,750 45,831
Unearned ESOP shares and other (2,634) (4,301)
Cumulative foreign currency translation adjustment 1,252 1,338
Retained deficit (70,353) (43,837)
------------- -----------------
(24,985) (969)
------------- -----------------
Total Liabilities and Shareholders' Equity $ 854,312 $ 880,574
============= =================
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
CROWN VANTAGE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Second Quarter (13 weeks) and Six Months (26 weeks)
Ended June 28, 1998 and June 29, 1997
(in thousands of dollars, except per share)
<TABLE>
<CAPTION>
Second Quarter Six Months
---------------------------- ----------------------------
1998 1997 1998 1997
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Net Sales $ 215,413 $ 224,932 $ 437,219 $ 453,573
Cost of goods sold 203,431 214,180 416,239 425,657
---------- ---------- ---------- -----------
Gross margin 11,982 10,752 20,980 27,916
Selling and administrative expenses 15,003 12,263 29,789 28,769
---------- ---------- ---------- -----------
Operating Loss (3,021) (1,511) (8,809) (853)
Interest expense (16,350) (16,294) (32,476) (32,289)
Other income, net 443 717 490 858
---------- ---------- ---------- -----------
Loss before income taxes (18,928) (17,088) (40,795) (32,284)
Benefit for income taxes (6,626) (6,236) (14,279) (11,798)
---------- ---------- ---------- -----------
NET LOSS $ (12,302) $ (10,852) $ (26,516) $ (20,486)
========== ========== ========== ===========
Loss per share $ (1.32) $ (1.22) $ (2.86) $ (2.33)
========== ========== ========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
CROWN VANTAGE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months (26 weeks)
Ended June 28, 1998 and June 29, 1997
(in thousands of dollars)
<TABLE>
<CAPTION>
Six Months
------------------------
1998 1997
----------- ----------
(Unaudited)
Cash Provided by (Used for) Operating Activities:
<S> <C> <C>
Net loss $ (26,516) $(20,486)
Items not affecting cash:
Depreciation and cost of timber harvested 42,030 41,228
Amortization of goodwill and other intangibles 562 562
Interest on Pay-in-Kind Notes and other non-cash interest 9,325 8,356
Other, net 2,867 1,064
Changes in current assets and liabilities:
Accounts receivable (1,958) 3,827
Inventories 647 1,635
Other current assets 2,359 2,353
Accounts payable (10,574) 1,496
Other current liabilities 4,656 215
Decrease in deferred income taxes (16,813) (12,776)
Other, net (2,447) (1,706)
----------- ----------
Cash Provided by Operating Activities 4,138 25,768
----------- ----------
Cash Provided by (Used for) Investing Activities:
Expenditures for property, plant and equipment (20,429) (30,494)
Other, net 538 1,556
----------- ----------
Cash Used for Investing Activities (19,891) (28,938)
----------- ----------
Cash Provided by (Used for) Financing Activities:
Proceeds from draw down of Revolving Credit 67,000 68,000
Repayments of Revolving Credit (52,000) (54,000)
Repayments of Term Loans and other long-term debt (500) (3,718)
----------- ----------
Cash Provided by Financing Activities 14,500 10,282
----------- ----------
Increase (decrease) in cash and cash equivalents (1,253) 7,112
Cash and cash equivalents at beginning of year 11,415 1,175
----------- ----------
Cash and cash equivalents at end of period $ 10,162 $ 8,287
=========== ==========
</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 quarter and six months ended June 28,
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 computation of basic loss per share for the quarters and six months
ended June 28, 1998 and June 29, 1997 are based on the weighted average number
of shares of common stock outstanding during the periods (9,264,000 and
8,799,000 for the six months ended June 28, 1998 and June 29, 1997,
respectively, and 9,333,000 and 8,903,000 for the quarters ended June 28, 1998
and June 29, 1997, respectively). The number of shares considered outstanding
does not include 119,000 shares and 484,000 shares held by the Employee Stock
Ownership Plan Trust at June 28, 1998 and June 29, 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 quarter and six months ended June 28, 1998
and June 29, 1997 were provided based on the Company's estimated annual tax
rates of 35.0% and 36.5%, respectively.
6
<PAGE>
NOTE 4 -- LONG TERM DEBT
- ------
Consolidated long-term debt consists of the following:
<TABLE>
<CAPTION>
June 28, December 28,
1998 1997
------------ -------------
(in thousands of dollars)
<S> <C> <C>
CROWN PAPER CO.
Bank Credit Facility:
Revolving credit, due 2002 $ 60,000 $ 45,000
Term Loan B, due 2003 97,500 98,000
------------ -------------
157,500 143,000
11% Senior Subordinated Notes, due 2005 250,000 250,000
Industrial Revenue Bonds, payable to 2026 39,062 38,878
------------ -------------
446,562 431,878
CROWN VANTAGE INC.
11.45% Senior Pay-in-Kind Notes, due 2007
less unamortized discount 120,978 113,185
------------ -------------
567,540 545,063
Less current portion 1,000 1,000
------------ -------------
$566,540 $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 June 28, 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. Delivery of
the $33 million in PIK Notes and potentially the 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 (see "Note 10").
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.
NOTE 5 -- INVENTORIES
- ------
<TABLE>
<CAPTION>
June 28, 1998 December 28, 1997
----------------- -------------------
(in thousands of dollars)
<S> <C> <C>
Raw materials $ 24,268 $ 27,911
Work in process 6,468 7,038
Finished goods 46,807 45,936
Stores and supplies 37,123 35,569
----------------- -------------------
114,666 116,454
Reduction to state inventories at last-in, first-out cost (11,196) (12,337)
----------------- -------------------
$103,470 $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 year.
The Company has accrued estimated landfill site restoration, post-closure
and monitoring costs totaling $11.9 million at June 28, 1998 and $12.0 million
at 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 $.4 million at June 28, 1998 and $.6
million at 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.
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
two to five years. As of June 28, 1998 the Company has incurred $1.2 million in
capital expenditures for compliance with the Cluster Rules. There are risks and
uncertainties associated with the Company's estimate that could cause total
capital expenditures and timing of such expenditures to be materially different
from current estimates, 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 are
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 useful lives of its long-lived assets, future production
volumes and costs, future sales volumes, demand for the Company's product mix
and prices that 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 estimate of future
cash flows could change from current estimates which 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 second quarter of 1998 and 1997, the Company's total
comprehensive loss was $12.9 million and $10.0 million, respectively, and for
the six months ended June 28, 1998 and June 29, 1997, the Company's total
comprehensive loss was $26.6 million and $22.4 million, respectively.
NOTE 9 - WORK FORCE REDUCTION
- ------
During the second quarter of 1998 the Company accrued $2.5 million relating
to the announced work force reduction of 5%. The accrual is for anticipated
expenses resulting from the work force reduction primarily for severance and
benefit payments to the approximately 180 affected employees. Employment
classes affected include both hourly and salaried employees from manufacturing,
maintenance, and office staff. As of June 28, 1998 approximately $200,000 had
been paid and the remainder will be paid during the second half of 1998 and into
early 1999.
NOTE 10 - SUBSEQUENT EVENTS
- -------
On July 28, 1998, the Company announced that it is no longer actively
exploring separating its specialty papers businesses from the Company's St.
Francisville, La., pulp and paper mill. As the Company previously reported on
May 5, 1998, it was considering such a transaction, including the possible
divestiture of the St. Francisville facility, as part of a transaction to
significantly reduce the Company's debt, including the repurchase of the PIK
Notes. The Company will continue to actively explore various alternatives to
fund the repurchase of the PIK Notes. 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 repurchase of the PIK Notes will be realized or that the
Company will successfully and in a timely manner conclude any such transaction.
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 revenue and tons sold for each business sector as
well as pulp are as follows:
<TABLE>
<CAPTION>
Net Sales and Tonnage by Sector
for the Three Months Ended
-----------------------------------------------------
June 28, 1998 June 29, 1997
------------------------ -----------------------
Tons Sales Tons Sales
---------- ---------- --------- ----------
(thousands) (thousands)
<S> <C> <C> <C> <C>
Printing and Publishing Papers
Coated groundwood 71,747 $ 59,097 70,936 $ 47,882
Uncoated 59,446 56,296 60,117 58,592
Specialty Papers
Food and retail packaging 54,071 66,885 58,298 74,424
Converting 34,853 26,723 45,059 39,333
Pulp 25,059 8,914 22,980 8,235
Intracompany Eliminations (6,957) (2,502) (9,954) (3,534)
---------- ---------- --------- ----------
238,219 $215,413 247,436 $224,932
========== ========== ========= ==========
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Net Sales and Tonnage by Sector
for the Six Months Ended
-------------------------------------------------------------
June 28, 1998 June 29, 1997
-------------------------- ---------------------------
Tons Sales Tons Sales
----------- ----------- ---------- -------------
(thousands) (thousands)
<S> <C> <C> <C> <C>
Printing and Publishing Papers
Coated groundwood 143,040 $117,536 142,856 $ 95,126
Uncoated 122,859 116,445 123,624 120,056
Specialty Papers
Food and retail packaging 107,415 134,526 117,281 149,707
Converting 70,241 56,012 88,674 80,009
Pulp 52,444 18,667 44,635 15,996
Intracompany Eliminations (16,466) (5,967) (20,479) (7,321)
----------- ----------- ---------- -------------
479,533 $437,219 496,591 $453,573
=========== =========== ========== =============
</TABLE>
NET SALES
- ---------
The Company's net sales decreased 3.6% to $437.2 million for the six months
ended June 28, 1998 as compared to $453.6 million for the same period in 1997.
The decrease in net sales is primarily due to a 3.4% decrease in tons sold from
the first six months of 1997 compared to the first six months of 1998. Net
sales declined 4.2% to $215.4 million during the second quarter of 1998 as
compared to the second quarter of 1997. The decrease in net sales during the
second quarter of 1998 as compared to the same period in 1997 is primarily due
to a 3.7% decrease in tons sold.
Net sales of coated groundwood paper (which is used principally in the
production of magazines and catalogs) for the six month period ended June 28,
1998 was $117.5 million, an increase of 23.6% as compared to the same period in
1997. Net sales increased 23.4% from the second quarter of 1997 as compared to
the second quarter of 1998. The increases in net sales are due to average net
sales price per ton increases of 23.4% and 22.0% in the first six months of 1998
and the second quarter of 1998, respectively, as compared to the comparable
periods in the prior year.
Net sales of uncoated printing and publishing papers in the first two
quarters of 1998 decreased 3.0% to $116.4 million compared to the first two
quarters of 1997. The decrease in the first six months of 1998 from the first
six months of 1997 is primarily due to an average sales price per ton decrease
of 2.4%. Net sales during the second quarter of 1998 decreased 3.9% as compared
to the second quarter of 1997. The decrease in net sales is due to a 2.8%
decrease in average net sales price per ton and a decrease of approximately 700
tons (or 1.1%) during the second quarter of 1998 as compared to the second
quarter of 1997. The current economic crisis in Asia coupled with a strong U.S.
dollar have resulted in lower exports by U.S. paper producers and increased
imports into the U.S. from both Asia and Europe. This abundance of uncoated
freesheet paper supply has negatively impacted demand and pricing for the
Company's uncoated printing and publishing papers, resulting in depressed prices
for the Company's targeted grades. The current supply of these papers in the
market place has also resulted in the Company's partial shift in mix to lower
value added grades in order to maintain volume during this
11
<PAGE>
period of supply/demand imbalance, which also negatively impacted the Company's
average net selling price.
Food and retail packaging paper net sales totaled $134.5 million during the
first six months of 1998, a $15.2 million decline from the same period in 1997.
The 10.1% decrease in net sales is the result of an 8.4% decrease in tons sold
and a 1.9% decrease in average net sales price per ton during the six months
ended June 28, 1998 as compared to the six months ended June 29, 1997. Net
sales during the second quarter of 1998 decreased 10.1% or $7.5 million as
compared to the second quarter of 1997. The decrease in net sales during the
second quarter of 1998 as compared to the same period in 1997 is due to a 7.3%
decrease in tons sold and a 3.1% decrease in average net sales price per ton.
The current economic crisis in Asia and the strong U.S. dollar have also
negatively impacted demand and pricing for the Company's specialty packaging
papers.
Net sales of specialty converting papers during the six months ended June
28, 1998 were $56.0 million, a 30.0% decrease compared to the six months ended
June 29, 1997. Net sales decreased 32.1% to $26.7 million from $ 39.3 million
for the quarters ended June 28, 1998 and June 29, 1997, respectively. The
decrease during the first two quarters of 1998 compared to the first two
quarters of 1997 is primarily the result of a 20.8% decrease in tons sold and a
decrease of 11.6% in average net sales price per ton. The decrease in net sales
during the second quarter of 1998 compared to the second quarter of 1997 is due
to an average price per ton decrease of 12.2% and a decrease in tons sold of
22.7%. The decreased volume is primarily due to the decision by certain
customers to integrate backwards their operations, negatively affecting our
specialty converting papers sales. The decrease in average net sales price per
ton is primarily due to the lower tons sold from the Company's cast-coating
operations whose papers generally command premium pricing. The Company
continues to aggressively pursue replacing the lost tonnage with new product
development and trials of engineered papers in progress. However, demand for
the cast-coating products remains particularly weak with marginal improvement
expected in the second half of 1998 as compared to the first half of 1998.
Net sales of pulp increased to $12.7 million for the six months ended June
28, 1998 as compared to $8.7 million for the six months ended June 29, 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 six
months of 1998 increased 48.9% when compared to the same period of 1997. The
increase in tons sold is primarily due to the availability of pulp for sale that
in the prior period was used internally primarily for the manufacturing of
toweling. Net sales increased 36.4% during the second quarter of 1998 as
compared to the second quarter of 1997. The increase in net sales is primarily
due to an increase in tons sold of 39.0% for the reasons discussed above.
<TABLE>
<CAPTION>
OPERATING INCOME (LOSS)
- -------------------------
Operating Income (Loss) by Sector Operating Income (Loss) by Sector
for the Quarter Ended for the Six Months Ended
--------------------------------- --------------------------------
June 28, 1998 June 29, 1997 June 28, 1998 June 29, 1997
--------------- --------------- --------------- --------------
(Thousands) (Thousands)
<S> <C> <C> <C> <C>
Printing and Publishing Papers $ (592) $(6,265) $(2,685) $(10,502)
Food and retail packaging 942 2,924 611 4,384
Converting (180) 1,715 (663) 6,013
Pulp and Miscellaneous (3,191) 115 (6,072) (748)
--------------- --------------- --------------- --------------
$(3,021) $(1,511) $(8,809) $ (853)
=============== =============== =============== ==============
</TABLE>
12
<PAGE>
The Company had an operating loss of $8.8 million for the six months ended
June 28, 1998 compared to an operating loss of $.9 million for the same period
in 1997. Lower volumes in the first six months of 1998 increased the operating
loss by $7.7 million as compared to the same period in 1997. During the second
quarter of 1998 the Company had an operating loss of $3.0 million compared to an
operating loss of $1.5 million during the second quarter of 1997. Included in
the second quarter of 1998 operating results is a $2.5 million severance charge
relating to the Company's announced work force reduction efforts.
Operating performance for printing and publishing papers improved by $2.7
million to an operating loss of $7.8 million during the first six months of 1998
compared to an operating loss of $10.5 million for the same period in 1997. The
improved operating results were primarily due to the increase in coated
groundwood average price per ton that was partially offset by the decrease in
average price per ton for the Company's uncoated freesheet papers. The improved
operating performance was also negatively impacted by higher costs due to the
work force reduction accrual, higher wood costs in the first quarter of 1998
from storm related supply problems, and unexpected down time in the second
quarter of 1998 at St. Francisville caused by explosions of transformers owned
by a local utility company. The operating loss decreased by $5.7 million
during the second quarter of 1998 as compared to the second quarter of 1997
primarily due to the increase in average net sales price per ton for coated
groundwood paper and the timing of the annual maintenance down at St.
Francisville that was taken during the first quarter of 1998 and the second
quarter of 1997. The improved results were partially offset by lower uncoated
freesheet prices and by higher second quarter 1998 costs, discussed above.
Food and retail packaging operating income decreased $3.8 million to $.6
million for the first six months of 1998 compared to the first six months of
1997. The decrease in operating income for the six months ended June 28, 1998
compared to the same period in 1997 is primarily attributable to the decreases
in volume and average sales price per ton. The decreases in volumes and prices
were partially offset by favorable cost variances primarily from improved mill
efficiencies and certain cost improvement initiatives. Operating income
decreased $2.0 million during the second quarter of 1998 as compared to the
second quarter of 1997 for the reasons discussed above.
Operating results for converting papers decreased $6.7 million in the first
six months of 1998 as compared to the first six months of 1997. Operating
results decreased $1.9 million during the second quarter of 1998 compared to the
second quarter of 1997. The decrease in operating results is primarily
attributable to the decrease in tons sold and the lower average price per ton
discussed previously.
Operating losses within the Company's pulp and miscellaneous sector for the
first six months and second quarter of 1998 were $6.1 million and $3.2 million,
respectively. The decline in operating results of $5.3 million and $3.3 million
as compared to the first six months and second quarter of 1997, respectively,
was primarily the result of higher wood costs due to ice storms in the early
months of 1998, certain manufacturing difficulties encountered during the second
quarter of 1998, and the reversal of an incentive accrual in the second quarter
of 1997.
Selling and administrative expenses increased $1.0 million for the first
six months of 1998 compared to the same period in 1997. The increase is
primarily due to higher sales and marketing costs during the first six months of
1998 as compared to the first six months of 1997. Selling and administrative
expenses increased $2.7 million when comparing the second quarters of 1998 and
1997 primarily due to the reversal of an incentive compensation accrual in the
second quarter of 1997.
13
<PAGE>
INTEREST EXPENSE
- ----------------
Interest expense for the six months ended June 28, 1998 and June 29, 1997
was $32.5 million and $32.3 million, respectively. Interest expense for the
second quarter of 1998 and 1997 was $16.4 million and $16.3 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.
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 June 28, 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. Delivery of
the $33 million in PIK Notes and potentially the 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 (see "Subsequent Events").
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 and can be used for general corporate purposes, working capital needs and
permitted investments. At June 28, 1998, $60.0 million of the revolving credit
was outstanding, $39.8 million of the sublimit for letters of credit had been
used and $50.2 million of the aggregate line was available if needed.
Cash flows provided by operating activities were $4.1 million for the six
months ended June 28, 1998 compared to cash flows provided by operating
activities of $25.8 million for the six months ended June 29, 1997. The
decrease in operating cash flows for the six months ended June 28, 1998 compared
to the same period in 1997 is mainly attributable to the $6.0 million increase
in net loss, a $5 million reduction in the accounts receivable securitization
and fluctuations in working capital and other assets and liabilities. Earnings
before interest, taxes, depreciation and amortization (EBITDA) were $34.3
million for the first six months of 1998 as compared to $41.8 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 six months ended June
28, 1998 were $20.4 million compared to $30.5 million in the same period in
1997. 1998 expenditures primarily represented capital maintenance projects.
Capital expenditure projects during the first six 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
14
<PAGE>
spending plan for the remainder of 1998 is approximately $20 million. These
capital expenditures are primarily for capital maintenance and environmental
projects and are expected to be financed by cash flows from operations and
available financing sources.
WORK FORCE REDUCTION
- --------------------
During the second quarter of 1998 the Company accrued $2.5 million relating
to the announced work force reduction of 5%. The accrual is for anticipated
expenses resulting from the work force reduction primarily for severance and
benefit payments to the approximately 180 affected employees. Employment
classes affected include both hourly and salaried employees from manufacturing,
maintenance and office staff. As of June 28, 1998 approximately $200,000
had been paid and the remainder will be paid during the second half of 1998 and
into early 1999.
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, completed the investigation of all other
systems during the second quarter of 1998 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 $2 million and $3 million, most of
which will be incurred in 1998. As of June 28, 1998 the Company has incurred
costs of approximately $.5 million towards this effort.
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 what the Company's segment
disclosures will be under SFAS No. 131.
SUBSEQUENT EVENTS
- -----------------
On July 28, 1998, the Company announced that it is no longer actively
exploring separating its specialty papers businesses from the Company's St.
Francisville, La., pulp and paper mill. As the Company previously reported on
May 5, 1998, it was considering such a transaction, including the possible
divestiture of the St. Francisville facility, as part of in a transaction to
significantly reduce The Company's debt including the repurchase of the PIK
Notes. The Company will continue to actively explore various alternatives to
fund the repurchase of the PIK Notes. 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 repurchase of the PIK Notes will be realized or that the
Company will successfully and in a timely manner conclude any such transaction.
15
<PAGE>
FORWARD LOOKING STATEMENTS
- --------------------------
Certain statements within Management's Discussion and Analysis and
elsewhere are forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are 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.
16
<PAGE>
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
- -------
(a) Exhibits
Ex. 10.1 Form of Agreement - Deferred Stock Awards for Selected Salaried
Employees*
Ex. 10.2 Form of Agreement - Deferred Stock Awards for Senior Officers*
Ex. 10.3 Description of Temporary Enhanced Severance*
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, previously filed on Form 8-K dated July 28, 1998, item 5,
relating to the Company no longer actively exploring the possible
separation of its specialty papers businesses from the St. Francisville
facility and its exploring other alternatives to repurchase the PIK Notes.
17
<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)
August 12, 1998
18
<PAGE>
Exhibit 10.1
CROWN VANTAGE INC.
1995 INCENTIVE STOCK PLAN
DEFERRED STOCK AWARD AGREEMENT
FOR SELECTED SALARIED EMPLOYEES
Crown Vantage Inc. (the "Company) hereby awards shares of Deferred Stock to
the Participant named below. The terms and conditions of this award are set
forth in this cover sheet, in the attached Deferred Stock Award Agreement and in
the Company's 1995 Incentive Stock Plan (the "Plan").
Date of Grant: _______________________, 19__________
Name of Participant: ________________________________
Participant's Social Security Number: ______-______-______
Number of Shares Awarded: ______________
BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN. YOU ARE ALSO
ACKNOWLEDGING RECEIPT OF THIS AGREEMENT, THE PLAN AND ITS PROSPECTUS.
Participant: ____________________________________________________________
(Signature)
Company: ____________________________________________________________
(Signature)
Title: _______________________________________________________
Attachment
- ----------
<PAGE>
CROWN VANTAGE INC. 1995 INCENTIVE STOCK PLAN:
DEFERRED STOCK AWARD AGREEMENT
FOR SELECTED SALARIED EMPLOYEES
<TABLE>
<S> <C>
AWARD OF SHARES The Company awards you the number of shares of Deferred
Stock shown on the cover sheet of this Agreement. The
Award is subject to the terms and conditions of this
Agreement and the Plan. Your interest in the Deferred
Stock may not be sold, assigned, transferred, pledged,
hypothecated, or otherwise encumbered. Until the
restrictions imposed by this Agreement and the Plan lapse,
the Deferred Stock is forfeitable.
VESTING When shares of Deferred Stock become "vested", they become
nonforfeitable. Vesting will occur when the per share
price of the Company Stock equals or exceeds the "Target
Prices" described below. For purposes of this vesting
schedule, the Target Price shall be based on the average
of the Fair Market Value of the Company Stock, as
adjusted, over a 20-day trading period.
Target Price Vested Percentage
$15 25%
$20 60%
$25 100%
The Target Prices listed above must be equaled or exceeded
on or before the close of business on the third
anniversary of the date of grant listed on the cover sheet
(the "Third Anniversary"). Any shares which are not
vested as of that date will be forfeited. In addition, as
described below, you may forfeit your right to any
unvested shares if you terminate employment before these
vesting requirements are satisfied.
FORFEITURE If your continuous employment as an employee terminates
(except as set forth below), prior to your Deferred Stock
becoming fully vested, then any of your shares that you
have been awarded which are not vested, will be forfeited.
If, however, your employment is terminated prior to
December 31, 1998 (a) by the Company for reasons other
than cause: or (b) by your voluntary termination for "Good
Reason" (as defined below), then your Deferred Stock shall
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
continue to be subject to the vesting schedule set forth
above until December 31, 1998. In addition, if your
employment is terminated prior to the Third Anniversary
(a) because of your death; (b) because of "Disability" (as
defined below); or (c) because of your "Retirement" (as
defined below), then your Deferred Stock will continue to
be subject to the vesting schedule set forth above until
the Third Anniversary.
The Company determines when your continuous employment
terminates for purpose of this Agreement.
D E F I N I T I O N S: "Disability" for purposes of this Agreement, shall mean
DISABILITY, GOOD that before the Third Anniversary, you become entitled to
REASON, RETIREMENT disability benefits under the Company's Long-Term
Disability Plan or under the federal Social Security Act,
or that the Company determines that you are likely to
qualify for one or both of these disability benefits
within a reasonable time after the Third Anniversary.
"Good Reason" for purposes of this Agreement, shall mean
your resignation as an employee of the Company as a
consequence of an unconsented to relocation of your job
location which results in an increase in your one-way
commute by more than 50 miles; a significant reduction in
your pay and benefits; or a substantial diminution in your
position, authority, duties or responsibilities provided,
however, that the Company may, within 15 business days of
your written notice to the Company of your intent to
terminate for "Good Reason," cure the basis for such a
termination.
"Retirement" for purposes of this agreement shall mean
termination of employment at or after age 65, or at or
after age 55 if you have at least 15 years of vesting
service under the Crown Vantage Inc. Retirement Plan for
Salaried and Other Non-Bargaining Unit Employees.
LEAVES OF ABSENCE: For purposes of this Award your service does not terminate
when you go to a military leave, a sick leave or another
bona fide leave of absence, if the leave was approved by
the Company in writing. But your continuoux employment
terminates when the approved leave ends, unless you
immediately return to active work.
The Company determines which leaves count for this
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
purpose.
DEFERRED STOCK The shares of Deferred Stock awarded to you are
hypothetical shares of Company Stock. These Deferred
Shares shall be credited to a book account in your name.
No actual shares of Company Stock will be issued at the
time of grant.
ADJUSTMENTS In the event of a stock split, stock dividend, spin-off,
stock split-up, subdivision or consolidation of shares of
Company Stock or a similar change in the Company Stock,
the number of shares of Deferred Stock credited to your
book account and the Target Prices set forth above, will
be adjusted pursuant to the Plan as determined by the
Committee. The book account shall also be adjusted to
take into account cash dividends that are declared on
Company Stock.
DISTRIBUTION You will receive a payment attributable to the Deferred
FOLLOWING VESTING Stock when you become vested in that portion of the
OF AWARD Deferred Stock. When payment is to be made, the Committee
shall determine whether payment shall be made (a) in whole
shares of Company Stock equal to the number of
hypothetical whole shares of Company Stock to be
distributed or (b) in a combination of whole shares of
Company Stock and cash, in such proportions as the
Committee deems appropriate. When a payment is made
partly in cash, the hypothetical shares of Company Stock
then credited to your book account shall be valued, for
purposes of the payment, at the Fair Market Value of
Company Stock at the time the payment is made. The
Committee shall have sole discretion to determine the form
of payment.
RIGHTS AS You will not have any rights as a shareholder due to the
SHAREHOLDER award of the Deferred Stock.
WITHHOLDING TAXES No distribution shall be made to you unless you have made
acceptable arrangements to pay any withholding taxes that
may be due as result of this Award.
RETENTION RIGHTS Neither your Award, nor this Agreement, gives you the
right to be retained by the Company (or any subsidiaries)
in any capacity. The Company (and any subsidiaries)
reserve the right to terminate your service at any time
and for any reason.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
BINDING EFFECT Subject to the limitations stated above and in the Plan,
this Agreement shall be binding upon and inure to the
benefit of your legatees, distributee, and personal
representatives and the successors of the Company.
ACCEPTANCE OF You may accept this Award by signing and returning the
AWARD enclosed copy this Agreement. Your signature will also
evidence your agreement to the terms and conditions set
forth herein and to which this Award and the shares of
Deferred Stock are subject.
APPLICABLE LAW This agreement will be interpreted and enforced under the
laws of the State of California.
THE PLAN AND The text of the Crown Vantage Inc. 1995 Incentive Stock
OTHER AGREEMENTS Plan is incorporated in this Agreement by reference.
Capitalized terms not defined in this Agreement shall have
the meanings assigned to such terms in the Plan. In the
event of any conflict between the Plan and this Agreement,
the terms of the Plan shall control.
This Agreement and the Plan constitute the enrire
understanding between you and the Company regarding this
Award. Any prior agreements, commitments or negotiations
concerning this Award are superseded.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL
OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
</TABLE>
<PAGE>
Exhibit 10.2
CROWN VANTAGE INC.
1995 INCENTIVE STOCK PLAN
DEFERRED STOCK AWARD AGREEMENT
FOR SENIOR OFFICERS
Crown Vantage Inc. (the "Company) hereby awards shares of Deferred Stock to
the Participant named below. The participants includes all senior officers of
the Company. The terms and conditions of this award are set forth in this cover
sheet, in the attached Deferred Stock Award Agreement and in the Company's 1995
Incentive Stock Plan (the "Plan").
Date of Grant: _______________________, 19__________
Name of Participant: ________________________________
Participant's Social Security Number: ______-______-______
Number of Shares Awarded: ______________
BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN. YOU ARE ALSO
ACKNOWLEDGING RECEIPT OF THIS AGREEMENT, THE PLAN AND ITS PROSPECTUS.
Participant: ____________________________________________________________
(Signature)
Company: ____________________________________________________________
(Signature)
Title: _______________________________________________________
Attachment
- ----------
<PAGE>
CROWN VANTAGE INC. 1995 INCENTIVE STOCK PLAN:
DEFERRED STOCK AWARD AGREEMENT
FOR ENIOR OFFICERS
<TABLE>
<S> <C>
AWARD OF SHARES The Company awards you the number of shares of Deferred
Stock shown on the cover sheet of this Agreement. The
Award is subject to the terms and conditions of this
Agreement and the Plan. Your interest in the Deferred
Stock may not be sold, assigned, transferred, pledged,
hypothecated, or otherwise encumbered. Until the
restrictions imposed by this Agreement and the Plan lapse,
the Deferred Stock is forfeitable.
VESTING When shares of Deferred Stock become "vested", they become
nonforfeitable. Vesting will occur when the per share
price of the Company Stock equals or exceeds the "Target
Prices" described below. For purposes of this vesting
schedule, the Target Price shall be based on the average
of the Fair Market Value of the Company Stock, as
adjusted, over a 20-day trading period.
Target Price Vested Percentage
$15 25%
$20 60%
$25 100%
The Target Prices listed above must be equaled or exceeded
on or before the close of business on the third
anniversary of the date of grant listed on the cover sheet
(the "Third Anniversary"). Any shares which are not
vested as of that date will be forfeited. In addition, as
described below, you may forfeit your right to any
unvested shares if you terminate employment before these
vesting requirements are satisfied.
FORFEITURE If your continuous employment as an employee terminates
(except as set forth below), prior to your Deferred Stock
becoming fully vested, then any of your shares that you
have been awarded which are not vested, will be forfeited.
If, however, your employment is terminated prior to
December 31, 1998 (a) by the Company for reasons other
than cause: or (b) by your voluntary termination for "Good
Reason" (as defined below), then your Deferred Stock shall
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
continue to be subject to the vesting schedule set forth
above until December 31, 1998. In addition, if your
employment is terminated prior to the Third Anniversary
(a) because of your death; (b) because of "Disability" (as
defined below); or (c) because of your "Retirement" (as
defined below), then your Deferred Stock will continue to
be subject to the vesting schedule set forth above until
the Third Anniversary; provided, however, that if a Target
Price is achieved, the Vested Percentage will be one-third
of the Vested Percentage indicated in the vesting schedule
above.
The Company determines when your continuous employment
terminates for purpose of this Agreement.
D E F I N I T I O N S: "Disability" for purposes of this Agreement, shall mean
DISABILITY, GOOD that before the Third Anniversary, you become entitled to
REASON, RETIREMENT disability benefits under the Company's Long-Term
Disability Plan or under the federal Social Security Act,
or that the Company determines that you are likely to
qualify for one or both of these disability benefits
within a reasonable time after the Third Anniversary.
"Good Reason" for purposes of this Agreement, shall mean
your resignation as an employee of the Company as a
consequence of an unconsented to relocation of your job
location which results in an increase in your one-way
commute by more than 50 miles; a significant reduction in
your pay and benefits; or a substantial diminution in your
position, authority, duties or responsibilities provided,
however, that the Company may, within 15 business days of
your written notice to the Company of your intent to
terminate for "Good Reason," cure the basis for such a
termination.
"Retirement" for purposes of this agreement shall mean
termination of employment at or after age 65, or at or
after age 55 if you have at least 15 years of vesting
service under the Crown Vantage Inc. Retirement Plan for
Salaried and Other Non-Bargaining Unit Employees.
LEAVES OF ABSENCE: For purposes of this Award your service does not terminate
when you go to a military leave, a sick leave or another
bona fide leave of absence, if the leave was approved by
the Company in writing. But your continuoux employment
terminates when the approved leave ends, unless you
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
immediately return to active work.
The Company determines which leaves count for this purpose.
DEFERRED STOCK The shares of Deferred Stock awarded to you are
hypothetical shares of Company Stock. These Deferred
Shares shall be credited to a book account in your name.
No actual shares of Company Stock will be issued at the
time of grant.
ADJUSTMENTS In the event of a stock split, stock dividend, spin-off,
stock split-up, subdivision or consolidation of shares of
Company Stock or a similar change in the Company Stock,
the number of shares of Deferred Stock credited to your
book account and the Target Prices set forth above, will
be adjusted pursuant to the Plan as determined by the
Committee. The book account shall also be adjusted to
take into account cash dividends that are declared on
Company Stock.
DISTRIBUTION You will receive a payment attributable to the Deferred
FOLLOWING VESTING Stock when you become vested in that portion of the
OF AWARD Deferred Stock. When payment is to be made, the Committee
shall determine whether payment shall be made (a) in whole
shares of Company Stock equal to the number of
hypothetical whole shares of Company Stock to be
distributed or (b) in a combination of whole shares of
Company Stock and cash, in such proportions as the
Committee deems appropriate. When a payment is made
partly in cash, the hypothetical shares of Company Stock
then credited to your book account shall be valued, for
purposes of the payment, at the Fair Market Value of
Company Stock at the time the payment is made. The
Committee shall have sole discretion to determine the form
of payment.
RIGHTS AS You will not have any rights as a shareholder due to the
SHAREHOLDER award of the Deferred Stock.
WITHHOLDING TAXES No distribution shall be made to you unless you have made
acceptable arrangements to pay any withholding taxes that
may be due as result of this Award.
RETENTION RIGHTS Neither your Award, nor this Agreement, gives you the
right to be retained by the Company (or any subsidiaries)
in
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
any capacity. The Company (and any subsidiaries)
reserve the right to terminate your service at any time
and for any reason.
BINDING EFFECT Subject to the limitations stated above and in the Plan,
this Agreement shall be binding upon and inure to the
benefit of your legatees, distributee, and personal
representatives and the successors of the Company.
ACCEPTANCE OF You may accept this Award by signing and returning the
AWARD enclosed copy this Agreement. Your signature will also
evidence your agreement to the terms and conditions set
forth herein and to which this Award and the shares of
Deferred Stock are subject.
APPLICABLE LAW This agreement will be interpreted and enforced under the
laws of the State of California.
THE PLAN AND The text of the Crown Vantage Inc. 1995 Incentive Stock
OTHER AGREEMENTS Plan is incorporated in this Agreement by reference.
Capitalized terms not defined in this Agreement shall have
the meanings assigned to such terms in the Plan. In the
event of any conflict between the Plan and this Agreement,
the terms of the Plan shall control.
This Agreement and the Plan constitute the enrire
understanding between you and the Company regarding this
Award. Any prior agreements, commitments or negotiations
concerning this Award are superseded.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL
OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
</TABLE>
<PAGE>
Exhibit 10.3
TEMPORARY ENHANCED SEVERANCE PLAN
The Temporary Enhanced Severance Plan was adopted for all members of the
Executive Management Group.
TERM
The terms of the plan are in effect from May 1, 1998 through December 31,
1998.
If severance entitlement is not triggered during this period, the term of
the Plan shall end (without any severance being payable), unless the term is
affirmatively extended by the Compensation Committee.
TRIGGER
Qualifying Termination during the term of the Plan will trigger the plan
provisions.
QUALIFYING TERMINATION
* Involuntary termination without Cause
* Constructive termination because of a substantial diminution in
position, authority, duties or responsibilities
* Constructive termination because of a significant decrease in pay and
benefits
* Constructive termination because the Corporation requires the employee
to increase his or her one-way commute to his or her principal place of
work by more than 50 miles.
There is no Qualifying Termination if there is an asset or stock sale of a
facility, or a similar transaction, and the executive (1) accepts
employment with the buyer or (2) rejects the buyer's offer of employment in
a position not requiring relocation and paying at least equivalent base
salary.
1
<PAGE>
CASH SEVERANCE AMOUNT
* 150% of "target cash compensation" (i.e., the annual rate of base salary
in effect as of May 1, 1998, plus target profit-sharing and management
incentive plan at 100% for the current fiscal year), plus a cash
"pension makeup" amount equal to the difference between the executive's
actual Retirement Plan-plus-SERP benefit and the benefit that would be
paid if the executive had 18 months additional benefit accrual service.
(This pension makeup payment is calculated in accordance with the
methodology described in the Change of Controls Agreements--except that
it is an 18 month, rather than a 3-year makeup.)
* Cash severance under this Plan is in lieu of payment under the
Corporation's regular severance (salary continuation) plan
* If a termination would (or may) trigger severance pay under this Plan
and under the change-in-control provisions of the executive's employment
agreement or change-in-control agreement, second-to-be paid severance
payment will be offset by the first to be paid
* Cash severance amount is paid in a single sum as soon as reasonably
practicable after the Qualifying Termination, net of required
withholding
EFFECT ON EQUITY AWARDS
Option and restricted stock grants outstanding at the time of Qualifying
Termination and granted prior to April 1, 1998 become currently and immediately
fully vested (and restrictions lapse) upon the Qualifying Termination and the
post-termination exercise period extends for 90 days. There is no effect on the
Deferred Stock Awards granted in May, 1998.
2
<PAGE>
EXHIBIT 11
EXHIBIT 11 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
(in thousands, except per share loss)
<TABLE>
<CAPTION>
Three Months Three Months
Ended June 28, 1998 Ended June 29, 1997
--------------------------- -----------------------------
Basic Diluted Basic Diluted
---------- ------------- ---------- ---------------
<S> <C> <C> <C> <C>
Average shares outstanding 9,333 9,333 8,903 8,903
Effect of dilutive stock options 0 0 0 0
---------- ------------- ---------- ---------------
Totals 9,333 9,333 8,903 8,903
========== ============= ========== ===============
Net loss $ (12,302) $ (12,302) $ (10,852) $ (10,852)
========== ============= ========== ===============
Loss per share $ (1.32) $ (1.32) $ (1.22) $ (1.22)
========== ============= ========== ===============
Six Months Six Months
Ended June 28, 1998 Ended June 29, 1997
--------------------------- -----------------------------
Basic Diluted Basic Diluted
---------- ------------- ---------- ---------------
<S> <C> <C> <C> <C>
Average shares outstanding 9,264 9,264 8,799 8,799
Effect of dilutive stock options 0 0 0 0
---------- ------------- ---------- ---------------
Totals 9,264 9,264 8,799 8,799
========== ============= ========== ===============
Net loss $ (26,516) $ (26,516) $ (20,486) $ (20,486)
========== ============= ========== ===============
Loss per share $ (2.86) $ (2.86) $ (2.33) $ (2.33)
========== ============= ========== ===============
</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.
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<F1>
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-27-1998 DEC-28-1997
<PERIOD-START> DEC-29-1997 DEC-30-1996
<PERIOD-END> JUN-28-1998 JUN-29-1997
<CASH> 10,162 8,287
<SECURITIES> 0 0
<RECEIVABLES> 43,245 52,677
<ALLOWANCES> 500 500
<INVENTORY> 103,470 96,340
<CURRENT-ASSETS> 175,891 83,856
<PP&E> 1,326,858 1,252,565
<DEPRECIATION> 729,462 592,154
<TOTAL-ASSETS> 854,312 926,252
<CURRENT-LIABILITIES> 128,163 144,526
<BONDS> 566,540 562,711
0 0
0 0
<COMMON> 46,750 45,342
<OTHER-SE> (71,735) (36,862)
<TOTAL-LIABILITY-AND-EQUITY> 854,312 926,252
<SALES> 437,219 453,573
<TOTAL-REVENUES> 437,219 453,573
<CGS> 416,239 425,657
<TOTAL-COSTS> 416,239 425,657
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 32,476 32,289
<INCOME-PRETAX> (40,795) (32,284)
<INCOME-TAX> (14,279) (11,798)
<INCOME-CONTINUING> (26,516) (20,486)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (26,516) (20,486)
<EPS-PRIMARY> (2.86) (2.33)
<EPS-DILUTED> (2.86) (2.33)
<FN>
<F1> NOTE: 1997 EPS restated due to SFAS No. 128.
</FN>
</TABLE>
