SAE
13 years ago
Clearwater Paper to Sell Lewiston Sawmill to Idaho Forest Group
Clearwater Paper Corporation (NYSE:CLW) today announced the company has entered into an agreement to sell its Lewiston, Idaho, sawmill to Idaho Forest Group of Coeur d'Alene, Idaho.
The transaction includes the sale of Clearwater Paper’s sawmill, planer mill, dry kilns, and related assets along with log and finished goods inventories and timber under contract, in the aggregate amount of approximately $30 million. As part of the transaction, the two companies have entered into a long-term residual fiber supply agreement with the goal of delivering consistent supplies of chips and sawdust to Clearwater Paper’s Lewiston pulp mill from Idaho Forest Group Mills.
“This has been a very careful and thoughtful decision for everyone at the company,” said Tom Colgrove, president of pulp and paperboard at Clearwater Paper. “We believe that this is the best possible outcome for the mill and its continued operation in the region, our company and our shareholders.”
Clearwater Paper is expected to ramp down production in the coming weeks in preparation for Idaho Forest Group to officially take possession in the fourth quarter of 2011. Clearwater Paper’s approximately 250 affected employees will receive severance and all provisions subject to the WARN Act, which includes up to 60 days’ worth of pay and benefits.
“We believe the tough times in the lumber industry will continue into the foreseeable future, and that the mill will be operated by a company whose core focus is lumber,” said Colgrove. “We believe IFG has the people, resources and the business structure to make the Lewiston sawmill very successful.”
Upon closing of the transaction, Idaho Forest Group plans to adjust production to meet its customer needs. At the same time, Idaho Forest Group will begin assessing employment needs and should initiate the hiring process soon after the close of the transaction. Longer term, Idaho Forest Group will assess the mill’s capabilities and prepare an improvement plan for implementation.
“We are very excited about the prospects of updating and revitalizing the Lewiston sawmill,” said Scott Atkison, president of Idaho Forest Group. “The mill and its location in the LC Valley and surrounding wood basket give us the ability to better supply our customers with the products they need, both now and into the future.”
Clearwater Paper is working closely with the Idaho Department of Labor and the Governor’s Dislocated Workers Task Force to assist employees.
ABOUT CLEARWATER PAPER
Clearwater Paper manufactures quality consumer tissue, away-from-home tissue, hard roll tissue, machine glazed tissue, bleached paperboard and pulp 15 manufacturing locations in the U.S. and Canada. The company is a premier supplier of private label tissue to major retailers and wholesale distributors. This includes grocery, drug, mass merchants and discount stores. The company also produces bleached paperboard used by quality-conscious printers and packaging converters. Clearwater Paper's 4,000 employees build shareholder value by developing strong customer partnerships through quality and service.
ABOUT IDAHO FOREST GROUP
September of 2008 saw the merging of Riley Creek Lumber and Bennett Forest Industries, and the beginning of Idaho Forest Group. Both longtime family-owned and operated companies, the two businesses shared common traits that fostered a successful merger, including like commitments to serving customers and employees, investing in facilities, and embracing the forest products heritage. Today, the success of this merger is evidenced by a growth in capacity and a strengthened focus on the business fundamentals. This announcement today adds another operation to Idaho Forest Group’s family of sawmills that focus on superior quality products from resources of the Inland Northwest.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as amended, including statements regarding the aggregate amount of the transaction, the supply of wood fiber to Clearwater Paper, the future operation of the sawmill and its future benefits to Clearwater Paper, the expected closing of the transaction, the cessation of production at the sawmill by Clearwater Paper and the lumber market. These forward-looking statements are based on current expectations, estimates, assumptions and projections that are subject to change, and actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, risks and uncertainties arising from the possibility that the closing of the transaction may be delayed or may not occur; difficulties with the realization of the benefits expected from the proposed transaction; general economic conditions in the regions and industries in which Clearwater Paper and Idaho Forest Group operate; changes in the cost and availability of wood fiber used in the production of Clearwater Paper's products; changes in the United States and international economies; cyclical industry conditions; changes in freight costs and disruptions in transportation services; unanticipated manufacturing disruptions; changes in general and industry-specific laws and regulations; unforeseen environmental liabilities or expenditures; labor disruptions; and other risks and uncertainties described from time to time in the company's public filings with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this press release and the company does not undertake to update any forward-looking statements.
For additional information on Clearwater Paper, please visit our website at www.clearwaterpaper.com and for Idaho Forest Group at http://www.idahoforestgroup.com/
SAE
13 years ago
Clearwater Paper Reports Second Quarter 2011 Results
Today : Thursday 28 July 2011
Clearwater Paper Corporation (NYSE:CLW) today reported financial results for the second quarter of 2011.
The company reported net earnings of $13.9 million, or $1.17 per diluted share, for the second quarter of 2011, compared to net earnings of $20.6 million, or $1.75 per diluted share, for the second quarter of 2010. The second quarter 2011 earnings before interest, taxes, depreciation and amortization, or EBITDA, was $52.4 million, compared to $49.2 million in the second quarter of 2010. EBITDA in the second quarter of 2011 includes $9.1 million of Cellu Tissue integration-related expenses and tissue expansion costs related to Shelby.
Clearwater Paper acquired Cellu Tissue Holdings, Inc. on December 27, 2010. The second quarter of 2011 includes Cellu Tissue’s results, which is the primary reason for many of the variances on a year-over-year basis.
“Second quarter results were solid after considering the significant cost pressures for many of our inputs,” said Gordon Jones, chairman, president and chief executive officer. “We continue to make good progress on integrating Cellu Tissue and on increasing the value we expect this acquisition to bring to Clearwater Paper. As a result, we are pleased to increase our estimated net annual synergies from $15-$20 million to $35-$40 million, expected to be achieved by the end of 2012.
“Additionally, we recently celebrated the grand opening of our converting and distribution facility at Shelby, North Carolina, with the start-up of the first two converting lines,” added Jones.
The company also separately announced today a 2-for-1 stock split in the form of a stock dividend and the Board of Director’s approval of a $30 million stock repurchase program.
SECOND QUARTER 2011 SEGMENT PERFORMANCE
Consumer Products
Net sales in the Consumer Products segment were $269.1 million for the second quarter of 2011, as compared to second quarter 2010 net sales of $145.4 million. The increase in net sales was primarily attributable to the inclusion of Cellu Tissue's operating results for the full quarter. Operating income for the second quarter of 2011 was $6.9 million, compared with operating income of $25.6 million for the second quarter of 2010. The decrease in operating income was primarily the result of increased operating costs, including $9.1 million of integration-related expenses and Shelby expansion costs, as well as $1.1 million in depreciation and amortization expense associated with acquisition accounting.
Tissue volume increased to 128,762 tons in the second quarter of 2011, as compared to 55,486 tons in the second quarter of 2010, with the increase primarily attributable to the addition of Cellu Tissue volumes. Including Cellu Tissue in our second quarter 2010 results would have resulted in pro forma volume of 138,065 tons. The decrease in pro forma tons sold by the combined company was primarily due to converting more parent rolls into finished cases, which results in a yield loss associated with the process of manufacturing finished cases.
Net selling prices decreased to $2,088 per ton in the second quarter of 2011 versus $2,620 in the second quarter of 2010, due primarily to the inclusion of Cellu Tissue products in the total product mix for the 2011 period. Cellu Tissue’s operations had a broader range of products and tissue grades than the legacy Clearwater Paper facilities. On a pro forma basis, net selling prices were $2,026 in the second quarter of 2010.
Operating costs were comparatively higher in all categories as a result of the inclusion of Cellu Tissue’s operations in our results. Cost increases that had the biggest impact on the decline in operating income were salaries and wages associated with our Shelby expansion, relocation and severance costs associated with the acquisition of Cellu Tissue and retroactive pay related to labor contracts. In addition, we saw higher costs in packaging supplies, transportation due to higher oil prices, pulp, depreciation and amortization due to acquisition accounting and additional repair and maintenance expense associated with the Cellu Tissue facilities.
Pulp and Paperboard
Net sales of $225.5 million for the second quarter of 2011 were up 13.6%, compared to second quarter 2010 net sales of $198.5 million. Operating income for the quarter rose to $34.5 million, compared to $22.7 million for the second quarter of 2010.
Higher net sales for the quarter were driven by a 10.4% increase in paperboard pricing and a 7.3% increase in paperboard volumes to 201,991 tons, compared to the second quarter of 2010.
The increase in net sales was partially offset by an 8.4% decline in external pulp pricing to $718 per ton and a 16.3% decline in external pulp volumes to 11,140 tons, largely due to increased internal consumption of pulp.
No major maintenance expense was included in either second quarter 2011 or 2010.
Taxes
The actual income tax rate for the second quarter of 2011 was 38.3%, compared to an actual rate of 38.0% for the second quarter of 2010. The estimated annual effective tax rate for 2011, without discrete items, is expected to be approximately 35.2%.
Note Regarding Use of Non-GAAP Financial Measure
In this press release, the company presents its results for the second quarter of 2011 and 2010, including EBITDA. The EBITDA amounts are not in accordance with generally accepted accounting principles (GAAP) and accordingly a reconciliation of EBITDA to net earnings determined in accordance with GAAP is included at the end of this press release.
CONFERENCE CALL INFORMATION
A live audio webcast and conference call will be held today, Thursday, July 28, 2011 at 8 a.m. Pacific time (11 a.m. Eastern time). Investors may access the conference call by dialing 877-303-9241 (for U.S./Canada investors) or 760-666-3575 (for international investors). The audio webcast may be accessed on the company's website at http://ir.clearwaterpaper.com/events.cfm. An accompanying presentation including supplemental information will be available for downloading at the same site at 7 a.m. Pacific time (10:00 a.m. Eastern time). The webcast will be audio only. Investors are recommended to download the accompanying presentation prior to the call.
For those unable to participate in the call, an archived recording will be available through the Clearwater Paper Corporation website www.clearwaterpaper.com under "Investor Relations" following the conference call.
ABOUT CLEARWATER PAPER
Clearwater Paper manufactures quality consumer tissue, away-from-home tissue, parent roll tissue, machine glazed tissue, bleached paperboard, pulp and wood products at 15 manufacturing locations in the U.S. and Canada. The company is a premier supplier of private label tissue to major retailers and wholesale distributors, which include grocery, drug, mass merchants and discount stores. The company also produces bleached paperboard used by quality-conscious printers and packaging converters. Clearwater Paper's more than 4,000 employees build shareholder value by developing strong customer partnerships through quality and service.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the integration of Cellu Tissue, our estimated net annual synergies relating to the acquisition of Cellu Tissue, the stock split, the stock repurchase program, expected results and the company’s estimated tax rate. These forward-looking statements are based on current expectations, estimates, assumptions and projections that are subject to change, and actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, fluctuations and volatility in the company’s stock price; risks and uncertainties arising from difficulties with the integration process or the realization of the benefits expected from the acquisition of Cellu Tissue; the company's ability to complete its new facilities; customers' product preferences; market acceptance of product price increases and competitive pricing pressure for the company's products; changes in the United States and international economies; changes in raw material and energy costs; cyclical industry conditions; loss of a large customer; changes in the Alternative Fuel Mixture Tax Credit or Cellulosic Biofuel Producer Credit regulations and the company's eligibility for such tax credits; changes in transportation costs and disruptions in transportation services; unanticipated manufacturing disruptions; changes in general and industry-specific laws and regulations; unforeseen environmental liabilities or expenditures; labor disruptions; and other risks and uncertainties described from time to time in the company's public filings with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this press release and the company does not undertake to update any forward-looking statements.
Clearwater Paper Corporation
Condensed Consolidated Statements of Operations
Unaudited (Dollars in thousands - except per-share amounts)...
http://ih.advfn.com/p.php?pid=nmona&article=48602754
SAE
14 years ago
Clearwater Paper Reports Fourth Quarter and Full Year 2010 Results
Clearwater Paper Corporation (NYSE:CLW) today reported financial results for the fourth quarter ended December 31, 2010. Net earnings for the fourth quarter of 2010, were $37.8 million, or $3.19 per diluted common share, compared to net earnings of $47.2 million, or $4.01 per diluted common share, for the fourth quarter of 2009.
Clearwater Paper acquired Cellu Tissue Holdings, Inc. on December 27, 2010. The company’s fourth quarter 2010 results included four days of Cellu Tissue’s operating results and acquisition related expenses.
Excluding $10.5 million in after-tax charges related to the Cellu Tissue acquisition and a $27.1 million benefit related to a Cellulosic Biofuel Producer Credit, fourth quarter 2010 earnings were $21.2 million or $1.79 per diluted common share. Fourth quarter 2009 results included a $29.7 million benefit, or $2.53 per diluted common share, related to the Alternative Fuel Mixture Tax Credit. Excluding the Alternative Fuel Mixture Tax Credit, fourth quarter 2009 earnings were $17.4 million, or $1.48 per diluted common share.
"We had a solid finish to a year in which we had very strong operational execution while also making significant strides on the strategic front,” said Gordon Jones, chairman, president and chief executive officer. “In the last week of the year we closed the Cellu Tissue acquisition, which significantly enhances our ability to supply existing and new customers and provides us a nationwide manufacturing footprint.”
“Throughout the year we also made great progress in the construction of our new facility in North Carolina, which will provide more premium products to our customers. We believe these accomplishments put us in a very strong competitive position for the future,” concluded Jones.
FOURTH QUARTER 2010 SEGMENT PERFORMANCE
Consumer Products
Net sales in the consumer products segment were $142.9 million for the fourth quarter of 2010, an increase of 3.3% over fourth quarter 2009 net sales of $138.3 million. Operating income for the quarter was $7.3 million, compared with operating income of $28.7 million for the fourth quarter of 2009.
The slight increase in net sales was primarily a result of the inclusion of Cellu Tissue’s operating results for the last four days of the quarter.
Volume increased by 6.6% in the fourth quarter of 2010 compared to 2009, partially offset by net selling prices that were 3.2% lower in the quarter.
Operating income for the 2010 fourth quarter was lower primarily due to significantly higher pulp costs and $6.4 million of acquisition related expenses reflected in segment results.
Pulp and Paperboard
Net sales of $222.5 million for the fourth quarter of 2010 were up 16.5% compared to fourth quarter 2009 net sales of $191.1 million. Operating income for the quarter was $33.1 million, compared to operating income of $52.9 million for the fourth quarter of 2009, which included $47.1 million pre-tax associated with the Alternative Fuel Mixture Tax Credit.
Higher net sales for the quarter were primarily the result of a 9.0% increase in paperboard pricing and a 24.8% increase in pulp prices compared to fourth quarter 2009.
Pulp shipments were up 81.2% over the 2009 fourth quarter, while paperboard shipments were flat compared to fourth quarter 2009.
Taxes
The company recorded a net benefit of $25.7 million in the fourth quarter of 2010 primarily related to the Cellulosic Biofuel Producer Credit. The effective tax rate for 2010, excluding discrete items, was approximately 33%.
Note Regarding Use of Non-GAAP Financial Measures
In this press release, the company presents its results for the fourth quarter of 2009, excluding income from the Alternative Fuel Mixture Tax Credit, and its results for the fourth quarter of 2010 excluding Cellu Tissue acquisition related expenses, Patient Protection and Affordable Care Act and the Cellulosic Biofuel Producer Credit. These amounts are not in accordance with generally accepted accounting principles (GAAP) and accordingly reconciliations of these amounts to net earnings determined in accordance with GAAP are included at the end of this press release.
CONFERENCE CALL INFORMATION
A live audio Web cast and conference call will be held today, Thursday, March 3, 2011 at 8 a.m. Pacific time (11 a.m. Eastern time). Investors may access the conference call by dialing 877-303-9241 (for U.S./Canada investors) or 760-666-3575 (for international investors). The audio Web cast may be accessed on the company’s Web site at http://ir.clearwaterpaper.com/events.cfm. An accompanying presentation will be available for downloading at the same site at 7 a.m. Pacific time (10:00 a.m. Eastern time). The Web cast will be audio only. Investors are recommended to download the accompanying presentation prior to the call.
For those unable to participate in the call, an archived recording will be available through the Clearwater Paper Corporation Web site www.clearwaterpaper.com under "Investor Relations" following the conference call.
ABOUT CLEARWATER PAPER
Clearwater Paper manufactures quality consumer tissue, away-from-home tissue, parent roll tissue, machine glazed tissue, bleached paperboard, pulp and wood products at 14 manufacturing locations in the U.S. and Canada. The company is a premier supplier of private label tissue to major retailers and wholesale distributors. This includes grocery, drug, mass merchants and discount stores. The company also produces bleached paperboard used by quality-conscious printers and packaging converters. Clearwater Paper’s 3,800 employees build shareholder value by developing strong customer partnerships through quality and service.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as amended, including statements regarding our competitive position for the future, the company's expansion and its strategies, and the acquisition of Cellu Tissue and our ability to service existing and new customers. These forward-looking statements are based on current expectations, estimates, assumptions and projections that are subject to change, and actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, risks and uncertainties arising from difficulties with the integration process or the realization of the benefits expected from the acquisition of Cellu Tissue; the company's ability to complete its new facilities; customers' product preferences; changes in the United States and international economies; changes in raw material and energy costs; cyclical industry conditions; loss of a large customer; changes in the Alternative Fuel Mixture Tax Credit or Cellulosic Biofuel Producer Credit regulations and the company's eligibility for such tax credits; competitive pricing pressure for the company's products; changes in freight costs and disruptions in transportation services; unanticipated manufacturing disruptions; changes in general and industry-specific laws and regulations; unforeseen environmental liabilities or expenditures; labor disruptions; and other risks and uncertainties described from time to time in the company's public filings with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this press release and the company does not undertake to update any forward-looking statements.
For additional information on Clearwater Paper, please visit our Web site at www.clearwaterpaper.com.
Clearwater Paper Corporation
Consolidated Statements of Operations
Unaudited (Dollars in thousands - except per-share amounts)
Three Months Ended Twelve Months Ended
December 31, December 31,
2010 2009 2010 2009
Net sales $ 345,557 100 % $ 314,980 100 % $ 1,372,965 100 % $ 1,250,069 100 %
Costs and expenses:
Cost of sales 281,883 82 % 256,999 82 % 1,173,804 85 % 1,052,151 84 %
Selling, general and administrative expenses 41,270 12 % 18,470 6 % 100,394 7 % 71,125 6 %
323,153 94 % 275,469 87 % 1,274,198 93 % 1,123,276 90 %
Alternative fuel mixture tax credit - 47,137 - 170,647
Earnings before interest, debt retirement costs and income taxes
22,404 6 % 86,648 28 % 98,767 7 % 297,440 24 %
Interest expense, net 10,335 4,234 22,571 15,505
Debt retirement costs - - - 6,250
Earnings before income taxes 12,069 3 % 82,414 26 % 76,196 6 % 275,685 22 %
Income tax provision (benefit) (25,717 ) 35,254 2,396 93,221
Net earnings $ 37,786 11 % $ 47,160 15 % $ 73,800 5 % $ 182,464 15 %
Net earnings per common share:
Basic $ 3.29 $ 4.15 $ 6.43 $ 16.06
Diluted 3.19 4.01 6.24 15.50
Average shares outstanding (in thousands):
Basic 11,479 11,365 11,474 11,360
Diluted 11,846 11,758 11,835 11,770
Clearwater Paper Corporation
Condensed Consolidated Balance Sheets
Unaudited (Dollars in thousands)
December 31, December 31,
2010 2009
Assets
Current assets:
Cash $ 18,928 $ 2,824
Restricted cash 3,637 -
Short-term investments 126,095 187,926
Receivables, net 153,335 94,458
Taxes receivable 10,354 101,343
Inventories 228,321 169,761
Deferred tax assets 37,374 12,926
Prepaid expenses 11,415 3,053
Total current assets 589,459 572,291
Property, plant and equipment, net 654,456 364,024
Goodwill 229,533 -
Intangible assets 56,400 -
Other assets 15,488 11,148
$ 1,545,336 $ 947,463
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities $ 184,604 $ 109,775
Current portion of long-term debt 760 -
Current liability for pensions and other postretirement employee benefits 9,749 9,933
Total current liabilities 195,113 119,708
Long-term debt 538,314 148,285
Liability for pensions and other postretirement employee benefits 187,116 236,422
Other long-term obligations 23,369 5,825
Accrued taxes 72,011 73,487
Deferred taxes 61,064 -
Accumulated other comprehensive loss (98,352 ) (126,962 )
Stockholders' equity excluding accumulated other comprehensive loss 566,701 490,698
$ 1,545,336 $ 947,463
Clearwater Paper Corporation
Segment Information
Unaudited (Dollars in thousands)
Three Months Ended Twelve Months Ended
December 31, December 31,
2010 2009 2010 2009
Segment net sales:
Consumer Products $ 142,930 41 % $ 138,342 44 % $ 570,129 42 % $ 554,034 44 %
Pulp and Paperboard 222,513 64 % 191,072 61 % 879,889 64 % 749,544 60 %
365,443 329,414 1,450,018 1,303,578
Elimination of intersegment net sales (19,886 ) -6 % (14,434 ) -5 % (77,053 ) -6 % (53,509 ) -4 %
Total net sales $ 345,557 100 % $ 314,980 100 % $ 1,372,965 100 % $ 1,250,069 100 %
Operating income:
Consumer Products $ 7,263 32 % $ 28,719 33 % $ 63,749 65 % $ 122,117 41 %
Pulp and Paperboard (1) 33,060 148 % 52,945 61 % 81,911 83 % 191,894 65 %
40,323 81,664 145,660 314,011
Corporate and eliminations (17,919 ) -80 % 4,984 6 % (46,893 ) -47 % (16,571 ) -6 %
Earnings before interest, debt retirement costs and income taxes
$ 22,404 100 % $ 86,648 100 % $ 98,767 100 % $ 297,440 100 %
(1) Operating income for the three and twelve months ended December 31, 2009, for the Pulp and Paperboard segment included $47.1 million and $170.6 million, respectively, associated with the Alternative Fuel Mixture Tax Credit.
Clearwater Paper Corporation
Reconciliation of Non-GAAP Financial Measures
Unaudited (Dollars in thousands, except per-share amounts)
Three Months Ended Twelve Months Ended
December 31, December 31,
2010 2009 2010 2009
GAAP net earnings $ 37,786 $ 47,160 $ 73,800 $ 182,464
Special items, after-tax:
Alternative Fuel Mixture Tax Credit - (29,743 ) - (107,508 )
Cellulosic Biofuel Producer Credit (27,087 ) - (27,087 ) -
Patient Protection and Affordable Care Act (106 ) - 3,099 -
Cellu Tissue acquisition related expenses 10,521 - 12,416 -
Net earnings, excluding special items $ 21,114 $ 17,417 $ 62,228 $ 74,956
GAAP net earnings per diluted share $ 3.19 $ 4.01 $ 6.24 $ 15.50
Special items, after-tax:
Alternative Fuel Mixture Tax Credit - (2.53 ) - (9.13 )
Cellulosic Biofuel Producer Credit (2.29 ) - (2.29 ) -
Patient Protection and Affordable Care Act (0.01 ) - 0.26 -
Cellu Tissue acquisition related expenses 0.89 - 1.05 -
Net earnings per diluted share, excluding special items
$ 1.78 $ 1.48 $ 5.26 $ 6.37
Diluted average shares outstanding (in thousands) 11,846 11,758 11,835 11,770
http://ih.advfn.com/p.php?pid=nmona&article=46716320
SAE
14 years ago
Clearwater Paper Completes Acquisition of Cellu Tissue Holdings, Inc.
Clearwater Paper Corporation (NYSE:CLW) today announced it has completed its acquisition of Cellu Tissue Holdings, Inc., an Alpharetta, Georgia-based manufacturer of tissue products. Clearwater Paper, headquartered in Spokane, Wash., now has 14 manufacturing locations in the U.S. and Canada, with a fifteenth under construction at Shelby, N.C.
"The acquisition significantly expands our tissue business to serve a broad customer base through a truly national network of sales and management professionals, talented manufacturing employees and strategically located production facilities," said Gordon Jones, chairman, president and CEO. "The acquisition supports our strategy to grow our private label tissue business while providing the opportunity to diversify into new channels.”
“We are excited about the opportunities the combined company offers our customers, and are pleased to welcome our new employees to the Clearwater Paper family,” said Bob DeVleming, vice president of consumer products. “We are ready to put the combined talents of all of our employees into action to best support Clearwater Paper’s existing and new customers.”
Clearwater Paper paid $12 per share in cash for Cellu Tissue's outstanding common stock and funded the acquisition using a combination of existing cash on hand and $375 million of debt financing. The purchase price was approximately $530 million, including equity value of approximately $247 million, retired debt of approximately $267 million and assumed debt of approximately $16 million. The retired debt amount included approximately $32.5 million from Cellu Tissue’s credit facility.
On December 27, 2010, and in connection with the acquisition of Cellu Tissue, Clearwater Paper also completed its previously announced cash tender offer to purchase any and all of Cellu Tissue's outstanding 11½% Senior Secured Notes due 2014. The tender offer expired at 11:00 a.m., New York City time, on December 27, 2010. Based on the final tabulation provided by D.F. King & Co., Inc., the depositary and information agent for the tender offer, the aggregate principal amount of Cellu Tissue notes that were validly tendered and not validly withdrawn prior to the expiration time was $234.479 million, representing 99.99% in aggregate principal amount of the Cellu Tissue Notes. Clearwater Paper has accepted for purchase all Cellu Tissue Notes validly tendered and not validly withdrawn prior to the expiration time, with settlement occurring today, December 27, 2010.
FORWARD LOOKING STATEMENTS
This press release contains certain forward-looking statements regarding Clearwater Paper and its acquisition of Cellu Tissue, including but not limited to statements regarding the strategic and financial benefits of the acquisition of Cellu Tissue, opportunities for growth with existing customers and new customers in new channels, Clearwater Paper’s strategy to grow its private label tissue business, and the construction of a manufacturing facility at Shelby, N.C. Actual events or results may differ materially from those contained in these forward-looking statements. Among the important factors that could cause future events or results to vary from those addressed in the forward-looking statements include, without limitation, risks and uncertainties arising from difficulties with the integration process or the realization of the benefits expected from the acquisition of Cellu Tissue; general economic conditions in the regions and industries in which Clearwater Paper operates; and changes in the cost and availability of wood fiber used in the production of the company’s products. In addition, please refer to the documents that Clearwater Paper files with the Securities and Exchange Commission ("SEC") on Forms 10-K, 10-Q and 8-K. The filings by Clearwater Paper identify and address other important factors that could cause events or results to vary from the forward-looking statements set forth in this press release. Clearwater Paper is under no duty to update any of the forward-looking statements after the date of this press release to conform to actual results.
ABOUT CLEARWATER PAPER
Clearwater Paper manufactures quality consumer tissue, away-from-home tissue, hard roll tissue, machine glazed tissue, bleached paperboard, pulp and wood products at 14 manufacturing locations in the U.S. and Canada. The company is a premier supplier of private label tissue to major retailers and wholesale distributors. This includes grocery, drug, mass merchants and discount stores. The company also produces bleached paperboard used by quality-conscious printers and packaging converters. Clearwater Paper’s 3,700 employees build shareholder value by developing strong customer partnerships through quality and service.
http://ih.advfn.com/p.php?pid=nmona&article=45796001
SAE
14 years ago
Clearwater Paper Corp. Announces Pricing of Total Consideration Relating to Cash Tender Offer for Cellu Tissue Holdings, Inc....
Clearwater Paper Corporation (NYSE: CLW) (“Clearwater Paper”) today announced the pricing of the Total Consideration to be paid in connection with the cash tender offer (the “Tender Offer”) to purchase any and all of Cellu Tissue Holdings, Inc.’s (“Cellu Tissue”) outstanding 11½% Senior Secured Notes due 2014 (the “Cellu Notes”).
The Tender Offer is being made upon the terms and subject to the conditions set forth in Clearwater Paper’s Offer to Purchase dated November 5, 2010 (the “Offer to Purchase”) and in connection with the Agreement and Plan of Merger, dated as of September 15, 2010 (the “Merger Agreement”), among Clearwater Paper, Cellu Tissue, and Sand Dollar Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Clearwater Paper (“Merger Sub”), pursuant to which, subject to the satisfaction of certain conditions, Merger Sub will merge with and into Cellu Tissue (the “Merger”). As a result of the Merger, Cellu Tissue will become a wholly-owned subsidiary of Clearwater Paper.
The Expiration Date for the Tender Offer is 11:00 a.m., New York City time, on December 27, 2010, unless further extended by Clearwater Paper pursuant to the terms of the Offer to Purchase.
As of 5:00 p.m., New York City time, on December 10, 2010, tenders had been received from holders of $234.366 million (99.95%) in aggregate principal amount of the Cellu Notes. Holders who validly tendered their Cellu Notes on or before November 30, 2010 and have such Cellu Notes accepted for payment by Clearwater Paper will receive $1,160.71 per $1,000 principal amount of Cellu Notes, which includes an early tender payment of $30.00 per $1,000 principal amount of Cellu Notes, plus accrued and unpaid interest up to, but not including, the payment date (the “Payment Date”). Holders who tender their Cellu Notes after November 30, 2010 but on or prior to the Expiration Date will not receive the $30.00 per $1,000 principal amount of Cellu Notes early tender payment, and therefore will receive $1,130.71 per $1,000 principal amount of Cellu Notes validly tendered, plus accrued and unpaid interest up to, but not including, the Payment Date.
The Total Consideration of $1,160.71 per $1,000 principal amount of Cellu Notes validly tendered on or before November 30, 2010 was calculated based on the present value on the Payment Date of the sum of the Redemption Price on the Redemption Date plus interest payments to, but not including, the Redemption Date, determined using a discount factor equal to the yield on December 13, 2010 of the Reference Security plus a fixed spread of 50 basis points. The Reference Yield and the Offer Yield, as such terms are used in the Offer to Purchase, are 0.197% and 0.697%, respectively.
The Withdrawal Time relating to the Tender Offer expired at 5:00 p.m., New York City time, on Friday, November 19, 2010. As a result, all Cellu Notes previously tendered and any Cellu Notes that are properly tendered after the date hereof may not be withdrawn unless Clearwater Paper makes a material change to the terms of the Tender Offer or is otherwise required by law to permit withdrawal.
The Tender Offer is conditioned upon the satisfaction of, or, where applicable, Clearwater Paper’s waiver of, certain conditions, including that all of the conditions precedent to the closing of the Merger as set forth in the Merger Agreement shall have been satisfied or waived, and certain other customary conditions.
The complete terms and conditions of the Tender Offer are described in the Offer to Purchase, a copy of which may be obtained by contacting D. F. King & Co., Inc., the information agent for the Tender Offer, at (800) 431-9643 (U.S. toll-free). BofA Merrill Lynch is the exclusive dealer manager for the Tender Offer. Additional information concerning the Tender Offer may be obtained by contacting BofA Merrill Lynch, Debt Advisory Services, at (980) 388-9217 (collect) or (888) 292-0070 (U.S. toll-free).
This press release does not constitute an offer to purchase the Cellu Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to the Offer to Purchase and related transmittal documents.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements that involve risks and uncertainties, including, but not limited to, statements regarding the Tender Offer. These forward-looking statements are based on Clearwater Paper’s current expectations, estimates and assumptions that are subject to change, and actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the risk that the conditions to the Tender Offer may be delayed or not occur. For a discussion of additional factors that may cause results to differ, see Clearwater Paper’s public filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date thereof. Clearwater Paper does not undertake to update any forward-looking statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
On December 1, 2010, Cellu Tissue filed with the SEC a definitive proxy statement and other relevant material in connection with the Merger. The definitive proxy statement has been sent or given to the stockholders of Cellu Tissue. Before making any voting or investment decision with respect to the Merger, investors and stockholders of Cellu Tissue are urged to read the proxy statement and the other relevant material because they contain important information about the Merger. The proxy statement and other relevant materials, and any other documents filed by Cellu Tissue with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov, at Cellu Tissue’s Investor Relations website at cellutissue.com/investor (click “SEC filings”) or from Cellu Tissue by contacting Investor Relations by mail at 1855 Lockeway Drive, Suite 501, Alpharetta, Georgia 30004, Attention: Investor Relations, or by telephone at 678-393-2651.
PARTICIPANTS IN THE SOLICITATION
Clearwater Paper and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Cellu Tissue stockholders in connection with the proposed Merger. Information about Clearwater Paper’s directors and executive officers is set forth in Clearwater Paper’s proxy statement on Schedule 14A filed with the SEC on March 29, 2010 and its Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on February 26, 2010. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Merger is included in the definitive proxy statement that Cellu Tissue filed with the SEC on December 1, 2010.
ABOUT CLEARWATER PAPER
Clearwater Paper manufactures quality consumer tissue, bleached paperboard and wood products at six facilities across the country. The company is a premier supplier of private label tissue to major retail grocery chains, and also produces bleached paperboard used by quality-conscious printers and packaging converters. Clearwater Paper’s 2,500 employees
build shareholder value by developing strong customer partnerships through quality and service.
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SAE
14 years ago
Clearwater Paper to Acquire Cellu Tissue Holdings, Inc.
Clearwater Paper Common Stock (NYSE:CLW)
today announced it has agreed to acquire Cellu Tissue Holdings, Inc., an Alpharetta, GA-based integrated manufacturer of tissue products (NYSE: CLU), for approximately $502 million, including equity value of approximately $247 million and net debt of approximately $255 million. Clearwater Paper will pay $12.00 per share in cash for Cellu Tissue’s outstanding common stock and intends to fund the acquisition using a combination of existing cash on hand and $350 million of debt financing. Clearwater Paper has secured a financing commitment for the transaction from BofA Merrill Lynch.
Clearwater Paper believes the acquisition will be immediately accretive to earnings per share before taking into account an estimated $15-$20 million in net annual cost synergies expected by the end of 2012. The acquisition has been unanimously approved by both companies’ boards of directors and is expected to close in the fourth quarter of 2010, following Cellu Tissue stockholder approval, regulatory clearances, and other customary closing conditions. Weston Presidio and Russell Taylor, Cellu Tissue’s chief executive officer, which together own approximately 56% of Cellu Tissue’s common stock outstanding, have agreed to vote their shares in favor of the transaction.
“We are very pleased to have the opportunity to rapidly expand our tissue manufacturing footprint through the acquisition of Cellu Tissue and create a combined company with much stronger operational scale to better serve private label tissue customers. This acquisition, coupled with the previously announced construction of our new tissue machine and converting facilities in Shelby, North Carolina, is expected to provide both short and long-term value to our shareholders,” said Gordon Jones, chairman, president and CEO. “Clearwater Paper already has a national sales footprint, and this acquisition gives us a rare opportunity to immediately have a national manufacturing presence to increase service to our existing private label grocery customers and expand into new private label channels,” added Jones.
The expected strategic and financial benefits of the transaction are as follows:
Opportunity for Clearwater Paper to establish a national manufacturing presence as a papermaker and converter of tissue products
Customer growth with existing and new customers
Increased Through-Air-Dried (TAD) capacity
Logistical improvements through shipping and transportation synergies
Combined company annual revenues expected to be approximately $1.9 billion
Immediate accretion to earnings per share before synergies
Expected annual net cost synergies of $15-$20 million by the end of 2012
Cellu Tissue’s well-developed private label and specialty tissue businesses, which include 10 sites, complement Clearwater Paper’s existing private label tissue and pulp and paperboard businesses.
In connection with the acquisition of Cellu Tissue, Clearwater Paper intends to tender for or defease Cellu Tissue’s outstanding 11.50% senior secured notes due 2014.
BofA Merrill Lynch acted as financial advisor and Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor to Clearwater Paper. Goldman, Sachs & Co. acted as financial advisor and King & Spalding LLP acted as legal advisor to Cellu Tissue.
CONFERENCE CALL INFORMATION
A live audio webcast and conference call will be held today, Thursday, September 16, 2010 at 8:30 a.m. Pacific time (11:30 a.m. Eastern time). Investors may access the conference call by dialing 877-303-9241 (for U.S./Canada investors) or 760-666-3575 (for international investors). The audio webcast may be accessed on the company's Web site at http://ir.clearwaterpaper.com/events.cfm. An accompanying presentation will be available for downloading at the same site at 5:30 a.m. Pacific time (8:30 a.m. Eastern time). The webcast will be audio only. Investors are recommended to download the accompanying presentation prior to the call.
For those unable to participate in the call, an archived recording will be available through the Clearwater Paper Corporation Web site www.clearwaterpaper.com under "Investor Relations" following the conference call.
FORWARD-LOOKING STATEMENTS SAFE HARBOR
This press release contains certain forward-looking statements regarding the proposed transaction between Clearwater Paper and Cellu Tissue, including but not limited to statements regarding expected accretion to earnings, the estimated amount of annual synergies resulting from the merger, expected combined company annual revenues, the benefits of the proposed transaction to Clearwater Paper stockholders, opportunities for growth with existing customers and new customers in new channels, tissue production facilities and the expected timing of closing. Actual events or results may differ materially from those contained in these forward-looking statements. Among the important factors that could cause future events or results to vary from those addressed in the forward-looking statements include, without limitation, risks and uncertainties arising from the possibility that the closing of the transaction may be delayed or may not occur; difficulties with the integration process or the realization of the benefits expected from the proposed transaction; Clearwater Paper's ability to obtain debt financing to fund the acquisition price; general economic conditions in the regions and industries in which Clearwater Paper and Cellu Tissue operate; changes in the cost and availability of wood fiber used in the production of the companies’ products; and litigation or regulatory matters involving antitrust or other matters that could affect the closing of the transaction. In addition, please refer to the documents that Clearwater Paper and Cellu Tissue file with the Securities and Exchange Commission ("SEC") on Forms 10-K, 10-Q and 8-K. The filings by Clearwater Paper and Cellu Tissue identify and address other important factors that could cause events or results to vary from the forward-looking statements set forth in this press release. Clearwater Paper and Cellu Tissue are under no duty to update any of the forward-looking statements after the date of this press release to conform to actual results.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Cellu Tissue intends to file with the SEC a preliminary proxy statement and a definitive proxy statement and other relevant material in connection the merger. The definitive proxy statement will be sent or given to the stockholders of Cellu Tissue. Before making any voting or investment decision with respect to the merger, investors and stockholders of Cellu Tissue are urged to read the proxy statement and the other relevant material when they become available because they will contain important information about the merger. The proxy statement and other relevant materials (when they become available), and any other documents filed by Cellu Tissue with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov, at Cellu Tissue's Investor Relations website at cellutissue.com/investor (click "SEC filings") or from Cellu Tissue by contacting Investor Relations by mail at 1855 Lockeway Drive, Suite 501, Alpharetta, Georgia 30004, Attention: Investor Relations, or by telephone at (707) 407-2164.
PARTICIPANTS IN THE SOLICITATION
Clearwater Paper and Cellu Tissue and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Cellu Tissue stockholders in connection with the merger. Information about Clearwater Paper's directors and executive officers is set forth in Clearwater Paper's proxy statement on Schedule 14A filed with the SEC on March 29, 2010 and its Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on February 26, 2010, respectively. Information about Cellu Tissue's directors and executive officers is set forth in its proxy statement on Schedule 14A filed with the SEC on June 25, 2010. Additional information regarding the interests of participants in the solicitation of proxies in connection the merger will be included in the proxy statement that Cellu Tissue intends to file with the SEC.
ABOUT CLEARWATER PAPER
Clearwater Paper manufactures quality consumer tissue, bleached paperboard and wood products at six facilities across the country. The company is a premier supplier of private label tissue to major retail grocery chains, and also produces bleached paperboard used by quality-conscious printers and packaging converters. Clearwater Paper’s 2,500 employees build shareholder value by developing strong customer partnerships through quality and service.
ABOUT CELLU TISSUE HOLDINGS
Cellu Tissue Holdings, Inc. is a North American producer of tissue products, with a focus on consumer-oriented private label products and a growing presence in the value retail tissue market. For more information, visit Cellu Tissue’s website at www.cellutissue.com.
For additional information on Clearwater Paper, please visit our website at www.clearwaterpaper.com.
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SAE
15 years ago
Clearwater Paper Reports Third Quarter 2009 Results
Clearwater Paper Corporation (NYSE:CLW) today reported financial results for the third quarter ended September 30, 2009. The company reported net earnings for the third quarter of 2009 of $46.2 million, or $3.92 per diluted common share, compared to net earnings of $0.9 million, or $0.08 per diluted common share, for the third quarter of 2008. Net earnings for the third quarter of 2009, excluding $47.1 million of income from alternative fuel mixture tax credits were $16.5 million, or $1.40 per diluted common share.
“Our third quarter results were excellent. The outstanding performance of our Consumer Products segment and the stable performance of our Pulp and Paperboard segment continued the positive trends we have delivered throughout the year. Potentially higher commodity and promotional costs could impact our total performance but we remain positive about our outlook,” said Gordon Jones, president, chief executive officer and director.
THIRD QUARTER 2009 SEGMENT PERFORMANCE
Consumer Products
Operating income for the third quarter of 2009 was $32.1 million, compared with operating income of $11.1 million for the third quarter of 2008. Net sales of $140.2 million for the quarter were 7% higher than third quarter 2008 net sales of $130.6 million.
The increase in net sales was driven by 5% higher volume and slightly higher net selling prices when compared to the third quarter of 2008. The segment shipped a record 52,778 tons of finished goods during the quarter. These tons represented 7.6 million cases of product shipped during the third quarter of 2009 versus 7.2 million cases shipped during the third quarter of 2008.
Segment performance was driven by strong production in papermaking and converting coupled with lower input costs for pulp, freight, energy and packaging supplies.
Pulp and Paperboard
Operating income for the third quarter of 2009 was $57.7 million, compared to operating income of $0.4 million for the third quarter of 2008. Excluding the income recognized for the alternative fuel mixture tax credits, operating income for the third quarter of 2009 was $10.6 million. Net sales of $185.5 million for the quarter were 6% lower than the third quarter 2008 net sales of $196.3 million.
Lower net sales for the quarter were the result of a 1% decline in paperboard shipments, a 1% decline in paperboard average net selling prices and a 24% decline in market pulp net selling prices compared to the same period in 2008. Partially offsetting the declines was a 15% increase in market pulp shipments to third parties.
Operating income for the quarter was favorably affected by lower input costs for wood fiber, freight, chemicals and energy compared to the same quarter in 2008.
Total maintenance costs were $2.7 million lower during the quarter compared to the same period in 2008, attributable to delaying the majority of our major maintenance downtime expense to coincide with our 2010 maintenance downtime schedule. This was partially offset by higher repair costs resulting from a power outage at our Lewiston, Idaho mill and also increased regular maintenance expense.
The segment recorded $47.1 million of pre-tax income during the quarter related to the alternative fuel mixture tax credits. Through September 30, the company has recorded pre-tax income of $123.5 million and received cash of $87.4 million in connection with these tax credits.
Wood Products
Operating loss for the third quarter of 2009 was $4.2 million, compared to an operating loss of $1.6 million for the third quarter of 2008. Net sales of $21.3 million for the quarter were 9% lower than the third quarter 2008 net sales of $23.3 million.
Overall lumber net selling prices fell by 31% in the third quarter 2009 compared to the third quarter of 2008, due to lower lumber prices and a lower percentage of higher-value cedar product sales. However, lumber net selling prices have sequentially improved since the beginning of 2009.
Shipment volumes increased by 32% during the quarter compared to the same quarter in 2008.
Saw log costs were lower in the quarter due to lower log prices and log mix, compared to the third quarter of 2008.
Corporate and Eliminations Expenses
Corporate and eliminations expenses for the third quarter of 2009 were $8.0 million compared to $5.4 million for the third quarter of 2008. The increase was primarily attributable to higher corporate administration expenses in 2009 associated with being an independent, publicly-traded company following the company’s spinoff from Potlatch Corporation, as well as higher incentive compensation related expenses.
Tax Rate
The company’s effective income tax rate for the third quarter of 2009 was 36.9% compared to 26.4% for the same period last year. The tax provision for the third quarter of 2008 was calculated on a carve-out basis from Potlatch Corporation, whereas the 2009 tax provision is reflective of the company’s operations and tax attributes as a stand-alone entity.
Clearwater Paper Corporation Separation from Potlatch Corporation
This news release represents the third full quarter reporting for Clearwater Paper Corporation as a stand-alone company. Clearwater Paper Corporation was spun-off from Potlatch Corporation on December 16, 2008. Clearwater Paper is comprised of Potlatch’s former pulp-based manufacturing businesses and the Lewiston, Idaho, lumber mill.
Note Regarding Use of Non-GAAP Financial Measure
In this press release, the company presents its net earnings for the third quarter of 2009, excluding income from alternative fuel mixture tax credits. This amount is not in accordance with generally accepted accounting principles (GAAP) and accordingly a reconciliation of this amount to net earnings determined in accordance with GAAP is included at the end of this press release.
CONFERENCE CALL INFORMATION
A live audio Web cast and conference call will be held today, Thursday, October 29, 2009 at 8 a.m. Pacific time (11 a.m. Eastern time). Investors may access the conference call by dialing 877-879-6207 (for U.S./Canada investors) or 719-325-4791 (for international investors). The audio Web cast may be accessed on the company’s Web site at http://ir.clearwaterpaper.com/events.cfm. An accompanying presentation will be available for downloading at the same site at 7 a.m. Pacific time (10:00 a.m. Eastern time). The Web cast will be audio only. Investors are recommended to download the accompanying presentation prior to the call.
For those unable to participate in the call, an archived recording will be available through the Clearwater Paper Corporation Web site www.clearwaterpaper.com under “Investor Relations” following the conference call.
ABOUT CLEARWATER PAPER
Clearwater Paper Corporation manufactures premium consumer tissue, high-quality bleached paperboard and wood products at six facilities across the country. The company is a premier supplier of private label tissue to major retail grocery chains and also produces bleached paperboard used by quality-conscious printers and packaging converters. Clearwater Paper’s 2,400 employees build shareholder value by developing strong customer partnerships through quality and service.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as amended, including statements regarding future company and segment operating and financial performance, input costs, maintenance costs and schedules and alternative fuel mixture tax credits. These forward-looking statements are based on current expectations, estimates, assumptions and projections that are subject to change, and actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in the United States and international economies; changes in raw material and energy costs; cyclical industry conditions; loss of a large consumer products segment customer; changes in the alternative fuel mixture tax credit regulations and the company’s eligibility for such tax credits; competitive pricing pressure for the company’s products; changes in freight costs and disruptions in transportation services; unanticipated manufacturing disruptions; changes in general and industry-specific laws and regulations; unforeseen environmental liabilities or expenditures; labor disruptions; inability to refinance or pay indebtedness; inability to implement corporate strategies; and other risks and uncertainties described from time to time in the company’s public filings with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this press release and the company does not undertake to update any forward-looking statements.
Clearwater Paper Corporation
Statements of Operations
Unaudited (Dollars in thousands - except per-share amounts)
Quarter Ended Nine Months Ended
September 30, September 30,
2009
2008
2009
2008
Net sales $ 331,484 $ 328,697 $ 935,089 $ 952,122
Costs and expenses:
Cost of sales 282,485 314,216 795,152 896,169
Selling, general and administrative expenses 18,627 10,060 52,655 33,992
301,112 324,276 847,807 930,161
Alternative fuel mixture tax credits 47,137 - 123,510 -
Earnings before interest, debt retirement costs and income taxes
77,509 4,421 210,792 21,961
Interest expense, net (4,277 ) (3,250 ) (11,271 ) (9,750 )
Debt retirement costs - - (6,250 ) -
Earnings before income taxes 73,232 1,171 193,271 12,211
Income tax provision 27,023 309 57,967 4,127
Net earnings $ 46,209 $ 862 $ 135,304 $ 8,084
Net earnings per common share:
Basic $ 4.07 $ 0.08 $ 11.91 $ 0.71
Diluted 3.92 0.08 11.54 0.71
Average shares outstanding (in thousands):
Basic 11,362 11,355 11,359 11,355
Diluted 11,780 11,355 11,729 11,355
Clearwater Paper Corporation
Condensed Balance Sheets
Unaudited (Dollars in thousands)
September 30,
December 31,
2009 2008
Assets
Current assets:
Cash $ 2,649 $ 3,218
Restricted cash 750 -
Short-term investments 146,003 10,800
Receivables, net 110,367 104,030
Taxes receivable 69,715 -
Inventories 145,604 154,351
Deferred tax assets 14,772 14,772
Prepaid expenses 5,304 2,408
Total current assets 495,164 289,579
Land 4,729 4,729
Plant and equipment, at cost less accumulated depreciation 366,182 385,138
Other assets 7,213 3,820
$ 873,288 $ 683,266
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable $ - $ 50,000
Note payable to Potlatch - 100,000
Accounts payable and accrued liabilities 110,470 116,471
Current liability for pensions and other postretirement employee benefits 9,086 9,086
Total current liabilities 119,556 275,557
Long-term debt 148,241 -
Liability for pensions and other postretirement employee benefits 225,144 221,649
Other long-term obligations 4,623 3,234
Accrued taxes 52,267 -
Deferred taxes 1,539 1,837
Accumulated other comprehensive loss (121,699 ) (126,149 )
Stockholders' equity excluding accumulated other comprehensive loss 443,617 307,138
$ 873,288 $ 683,266
Clearwater Paper Corporation
Segment Information
Unaudited (Dollars in thousands)
Quarter Ended Nine Months Ended
September 30, September 30,
2009
2008
2009
2008
Segment net sales:
Consumer Products $ 140,190 $ 130,633 $ 415,692 $ 376,529
Pulp and Paperboard:
Paperboard 166,940 171,104 458,820 485,409
Pulp 18,515 24,965 54,307 73,158
Other 7 210 78 604
185,462 196,279 513,205 559,171
Wood Products 21,344 23,340 50,343 73,746
346,996 350,252 979,240 1,009,446
Elimination of intersegment sales (15,512 ) (21,555 ) (44,151 ) (57,324 )
Total segment net sales $ 331,484 $ 328,697 $ 935,089
$ 952,122
Operating income (loss):
Consumer Products $ 32,080 $ 11,067 $ 93,398 $ 21,630
Pulp and Paperboard (1) 57,706 350 153,834 17,231
Wood Products (4,244 ) (1,574 ) (14,885 )
(9,634 )
85,542 9,843 232,347
29,227
Corporate and eliminations (8,033 ) (5,422 ) (21,555 ) (7,266 )
Earnings before interest, debt retirement costs and income taxes $ 77,509 $ 4,421 $ 210,792
$ 21,961
(1) Operating income for the quarter and nine months ended September 30, 2009, for the Pulp and Paperboard segment included $47.1 million and $123.5 million, respectively, associated with alternative fuel mixture tax credits.
Clearwater Paper Corporation
Reconciliation of Non-GAAP Financial Measures
Unaudited (Dollars in thousands, except per-share amounts)
Quarter Ended
September 30, 2009
GAAP net earnings $ 46,209
Special item, after-tax:
Alternative fuel mixture tax credits 29,744
Net earnings, excluding special item $ 16,465
GAAP net earnings per diluted share $ 3.92
Special item, after-tax:
Alternative fuel mixture tax credits 2.52
Net earnings per diluted share, excluding special item $ 1.40
Diluted average shares outstanding (in thousands) 11,780
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