-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hs8+wpEampOOByxjViCwu6+I9Z420g7EnfV+j7fEkT2LVjJ+7SOgZrhu/lkFUAJK ISzLxgPUQUdZzjw8RK8nPQ== 0001104659-07-037847.txt : 20070510 0001104659-07-037847.hdr.sgml : 20070510 20070510080101 ACCESSION NUMBER: 0001104659-07-037847 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070510 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070510 DATE AS OF CHANGE: 20070510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUE RIDGE PAPER PRODUCTS INC CENTRAL INDEX KEY: 0001284293 STANDARD INDUSTRIAL CLASSIFICATION: PAPERS & ALLIED PRODUCTS [2600] IRS NUMBER: 562136509 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-114032 FILM NUMBER: 07834874 MAIL ADDRESS: STREET 1: 41 MAIN STREET STREET 2: P.O. BOX 1429 CITY: CANTON STATE: NC ZIP: 28716 8-K 1 a07-10983_28k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 10, 2007

BLUE RIDGE PAPER PRODUCTS INC.
(Exact name of registrant as specified in its charter)

Delaware

 

333-114032

 

56-2136509

(State or other jurisdiction of
incorporation)

 

(Registration Number)

 

(IRS Employer Identification No.)

 

 

 

 

 

41 Main Street, Canton, North Carolina

 

28716

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (828) 454-0676


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




ITEM 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 10, 2007, Blue Ridge Paper Products Inc. announced its earnings for the quarter ended March 31, 2007.  Attached hereto and incorporated herein by reference as Exhibit 99.1 is the Press Release announcing such results.

The information in this Report, including the exhibit attached hereto, is furnished solely pursuant to Item 2.02 of this Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.  Furthermore, the information in this Report, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the Registrant under the Securities Act of 1933.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibit 99.1 – Press release dated May 10, 2007 announcing results for the quarter ended March 31, 2007.

     This exhibit is furnished pursuant to Item 2.02 and shall not be deemed to be “filed.”

2




SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BLUE RIDGE PAPER PRODUCTS INC.

 

 

 

 

 

 

Date: May 10, 2007

By:

/s/ JOHN B. WADSWORTH

 

 

 

Name:  John B. Wadsworth

 

 

Title:    Chief Financial Officer

 

3




EXHIBIT INDEX

Exhibit No.

 

Description

 

 

 

99.1

 

Press release dated May 10, 2007 announcing results for the quarter ended March 31, 2007.

 

4



EX-99.1 2 a07-10983_2ex99d1.htm EX-99.1

Exhibit 99.1

Contact:

Dana Wardwell

 

(828-454-0676)

 

Blue Ridge Paper Products Inc. Reports First Quarter 2007 Results:

CANTON, North Carolina (Bloomberg: bluerd) – Blue Ridge Paper Products Inc. today reported a net profit of $4.9 million for the first quarter ended March 31, 2007.  This compared to a net profit of $2.2 million for the fourth quarter ended December 31, 2006 and a net loss of $2.9 million for the first quarter ended March 31, 2006.  Total net sales for the first quarter ended March 31, 2007 were $155.0 million compared to $140.4 million and $140.1 million in the fourth quarter ended December 31, 2006 and first quarter ended March 31, 2006, respectively.

Commenting on the 2007 first quarter, Richard Lozyniak, Chief Executive Officer, stated, “Our turnaround continued to gain momentum and, as a result, we recorded our most profitable quarter in seven years.  Continued strong productivity, record shipments and moderating input costs all contributed to our improved profitability.”

Key Business Highlights

·                  Uncoated paper shipments totaled 73,108 tons in the first quarter ended March 31, 2007 compared to 69,150 tons in the fourth quarter ended December 31, 2006.  Average pricing in the first quarter ended March 31, 2007 decreased 1.8% compared to the fourth quarter ended December 31, 2006 and increased 7.9% when compared to the first quarter ended March 31, 2006.

·                  Packaging segment shipments for the first quarter ended March 31, 2007 increased 8.0% when compared to the fourth quarter ended December 31, 2006 and increased 3.2% when compared to the first quarter ended March 31, 2006.  Pricing for the packaging segment for the first quarter ended March 31, 2007 increased 4.2% over the fourth quarter ended December 31, 2006.  On January 15, 2007, the Company announced a price increase of $40 to $60 per ton (depending on the grade) for its coated board products.  On February 26, 2007, the Company announced a price increase of 8% to 10% (depending on the grade) for its gable top carton products.  The effective dates for each of these increases will be determined by the Company’s contractual obligations.

·                  Raw material costs increased in the first quarter ended March 31, 2007 compared to the fourth quarter ended December 31, 2006 by approximately $1.2 million.  This increase was primarily due to increases in the costs of wood chips and chemicals, partially offset by a decrease in the cost of polyethylene.

·                  On March 26, 2007, the Company announced that it is engaged in preliminary discussions with the Rank Group pursuant to a non-binding letter of intent regarding a potential transaction involving the sale of Blue Ridge.  The Rank Group is the owner of Carter Holt Harvey Ltd. group of companies, headquartered in New Zealand, and Evergreen Packaging Inc. (formerly the Beverage Packaging Division of International Paper).  In the first quarter ended March 31, 2007, the Company incurred legal and professional fees of $0.3 million associated with this potential transaction.

·                  Profit sharing totaling approximately $0.5 million was earned by our qualified employees in the first quarter ended March 31, 2007.

·                  The Company conducted an extended scheduled pulp mill outage at the Canton mill in April.  The Company anticipates that increased maintenance and purchased fiber costs associated with this 14-day outage will likely result in a small loss in the 2007 second quarter.

The Company defines EBITDA as net income before interest, taxes, depreciation and amortization.  Adjusted EBITDA is EBITDA adjusted for certain unusual and non-cash items.  EBITDA and Adjusted EBITDA are non-GAAP measures.  The Company uses EBITDA and Adjusted EBITDA as relevant and useful measures to compare operating results.  The presentation of EBITDA and Adjusted EBITDA has economic substance because these measures are used by management as measures to analyze the operating performance of the Company and the ability of the business to generate cash.  Additionally, management believes some investors consider EBITDA and Adjusted EBITDA to be useful in analyzing and assessing the Company’s ability to service debt.  EBITDA and Adjusted EBITDA have material limitations as analytic tools compared to net income because, among other things, they do not include depreciation or interest expense, and therefore do not reflect current or future capital expenditures or the cost of capital.  Management compensates for these limitations by using EBITDA and Adjusted EBITDA as only one of several comparative tools, together with GAAP measurements, to assist in the evaluation of operating performance and to measure cash flow generated by ongoing operations.  EBITDA and Adjusted EBITDA, as the Company defines these terms, may not be comparable to similarly titled performance measures presented by other companies.




The Adjusted EBITDA for the three-month period ended March 31, 2007 was $14.0 million compared to Adjusted EBITDA of $11.3 million for the three-month period ended December 31, 2006.

ADJUSTED EBITDA – RECONCILIATION OF NON-GAAP MEASURES ($000)

 

 

Three Months Ended

 

 

 

March 31,
2007

 

December 31,
2006

 

Net Income

 

$

4,944

 

$

2,217

 

 

 

 

 

 

 

Income tax

 

 

 

Interest expense, net

 

4,386

 

4,652

 

Depreciation expense

 

3,893

 

3,922

 

Amortization expense

 

414

 

402

 

 

 

 

 

 

 

EBITDA

 

13,637

 

11,193

 

 

 

 

 

 

 

ESOP expense (A)

 

 

76

 

Due diligence/legal fees (B)

 

328

 

3

 

 

 

 

 

 

 

Adjusted EBITDA

 

13,965

 

11,272

 

 

 

 

 

 

 

Working capital

 

(6,520

)

(5,761

)

Interest income – Interest paid

 

(477

)

(6,377

)

Post retirement benefits

 

(107

)

570

 

Due diligence/legal fees

 

(328

)

(3

)

Gain or sale on asset

 

 

(1

)

Other assets & liabilities

 

53

 

53

 

 

 

 

 

 

 

Net Cash provided by (used in) Operating Activities

 

$

6,586

 

$

(247

)

 


(A)                  ESOP expense is a non-cash labor expense the Company historically incurred each year in connection with the Employee Stock Ownership Plan of the Company’s parent.  This stock was fully awarded in 2006.  The adjustment in the fourth quarter 2006 reflects an increase in valuation of the ESOP shares to $6.49 per share in 2006 compared to $6.20 per share in 2005.

(B)                    Professional and legal fees associated with a potential transaction with the Rank Group, which are booked in the current quarter.

For additional information, please refer to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2006, or the Form 10-K. Certain statements in this presentation constitute forward-looking statements or statements that may be deemed or construed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “forecast,” “estimate,” “project,” “intend,” “expect,” “should,” “would,” “believe” and similar expressions and all statements that are not historical facts are intended to identify forward-looking statements. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors, which could cause our actual results, performance (financial or operation), or achievements to differ from the future results, performance (financial or operating), or achievements expressed or implied by such forward-looking statements. These factors include but are not limited to the following: changes in underlying paper and packaging prices, raw material prices and demand for our products, and the success of various cost-savings initiatives. These and other risks are more fully discussed in the Form 10-K.

2




BLUE RIDGE PAPER PRODUCTS INC.
Condensed Consolidated Balance Sheets
March 31, 2007 and December 31, 2006
(Dollars in thousands)
(unaudited)

 

 

March 31,

 

December 31,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

 

$

1,192

 

$

1,834

 

Accounts receivable, net of allowance for doubtful accounts and discounts of $1,197 and $1,507 in 2007 and 2006, respectively

 

60,123

 

56,263

 

Inventories

 

52,125

 

57,469

 

Prepaid expenses

 

2,338

 

2,306

 

Deferred tax asset

 

4,489

 

4,385

 

 

 

 

 

 

 

Total current assets

 

120,267

 

122,257

 

Property, plant, and equipment, net of accumulated depreciation of $124,094 and $120,202 in 2007 and 2006, respectively

 

190,897

 

190,792

 

Deferred financing costs, net

 

3,150

 

3,564

 

Other assets

 

30

 

44

 

 

 

 

 

 

 

Total assets

 

$

314,344

 

$

316,657

 

 

 

 

 

 

 

Liabilities and Stockholder’s Deficit

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of senior debt

 

$

44

 

$

43

 

Current portion of capital lease obligations

 

789

 

965

 

Accounts payable

 

32,837

 

43,498

 

Accrued expenses and other current liabilities

 

31,517

 

33,383

 

Interest payable

 

5,793

 

1,884

 

 

 

 

 

 

 

Total current liabilities

 

70,980

 

79,773

 

Senior debt, net of current portion

 

162,020

 

159,876

 

Parent Pay-In-Kind (PIK) Senior Subordinated Note

 

48,514

 

48,514

 

Capital lease obligations, net of current portion

 

1,942

 

2,629

 

Pension and postretirement benefits

 

23,920

 

24,027

 

Deferred tax liability

 

4,489

 

4,385

 

Other liabilities

 

1,243

 

1,205

 

 

 

 

 

 

 

Total liabilities

 

313,108

 

320,409

 

Obligation to redeem ESOP shares

 

29,715

 

29,723

 

Obligation to redeem restricted stock units of Parent

 

1,312

 

1,235

 

Commitments and contingencies (See notes)

 

 

 

 

 

Stockholder’s deficit:

 

 

 

 

 

Common stock (par value $0.01, 1,000 shares authorized and outstanding in 2007 and 2006, respectively)

 

 

 

Additional paid-in capital

 

64,196

 

64,213

 

Accumulated deficit

 

(81,311

)

(86,255

)

Accumulated other comprehensive loss

 

(3,299

)

(3,299

)

 

 

 

 

 

 

 

 

(20,414

)

(25,341

)

Receivable from Parent

 

(9,377

)

(9,369

)

 

 

 

 

 

 

Total stockholder’s deficit

 

(29,791

)

(34,710

)

 

 

 

 

 

 

Total liabilities and stockholder’s deficit

 

$

314,344

 

$

316,657

 

 

3




BLUE RIDGE PAPER PRODUCTS INC.
Condensed Consolidated Statements of Operations
Three Months Ended March 31, 2007 and 2006
(Dollars in thousands)
(unaudited)

 

 

2007

 

2006

 

Net sales

 

$

155,011

 

$

140,107

 

Cost of goods sold:

 

 

 

 

 

Cost of goods sold, excluding depreciation and amortization

 

133,673

 

127,801

 

Depreciation and amortization

 

3,866

 

3,604

 

 

 

 

 

 

 

Gross profit

 

17,472

 

8,702

 

Selling, general and administrative expenses

 

7,150

 

5,789

 

Depreciation and amortization

 

27

 

58

 

ESOP expense

 

 

1,116

 

Profit-sharing expense

 

549

 

 

 

 

 

 

 

 

Operating profit

 

9,746

 

1,739

 

Other income (expense):

 

 

 

 

 

Interest expense, excluding amortization of deferred financing costs

 

(4,386

)

(4,475

)

Amortization of deferred financing costs

 

(414

)

(370

)

Government grant income

 

 

206

 

Gain (loss) on equity method investment

 

(2

)

4

 

 

 

 

 

 

 

 

 

(4,802

)

(4,635

)

Profit (loss) before income taxes

 

4,944

 

(2,896

)

 

 

 

 

 

 

Income tax

 

 

 

Net income (loss)

 

$

4,944

 

$

(2,896

)

 

4




BLUE RIDGE PAPER PRODUCTS INC.
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2007 and 2006
(Dollars in thousands)
(unaudited)

 

 

2007

 

2006

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss)

 

$

4,944

 

$

(2,896

)

Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

Depreciation and amortization

 

3,893

 

3,662

 

Compensation expense for Parent restricted stock

 

 

13

 

Amortization of deferred financing costs

 

414

 

370

 

ESOP expense

 

 

1,116

 

Parent PIK Senior Subordinated Note for interest

 

1,092

 

1,000

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable, net

 

(3,860

)

(2,172

)

Inventories

 

5,344

 

2,635

 

Prepaid expenses

 

(32

)

(261

)

Accounts payable

 

(6,106

)

(4,247

)

Accrued expenses and other current liabilities

 

(1,866

)

(5,373

)

Interest payable

 

2,817

 

2,704

 

Pension and postretirement benefits

 

(107

)

701

 

Other assets and liabilities

 

53

 

379

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

6,586

 

(2,369

)

 

 

 

 

 

 

Cash flows used in investing activities:

 

 

 

 

 

Additions to property, plant, and equipment

 

(3,998

)

(2,134

)

 

 

 

 

 

 

Net cash used in investing activities

 

(3,998

)

(2,134

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Repurchase of Parent common and preferred stock

 

44

 

(3

)

Proceeds from borrowings under line of credit

 

30,348

 

39,701

 

Repayment of borrowings under line of credit

 

(28,193

)

(36,926

)

Repayments of long-term debt and capital lease obligations

 

(874

)

(171

)

Other financing activities

 

(4,555

)

1,188

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

(3,230

)

3,789

 

 

 

 

 

 

 

Net decrease in cash

 

(642

)

(714

)

 

 

 

 

 

 

Cash, beginning of period

 

1,834

 

2,110

 

 

 

 

 

 

 

Cash, end of period

 

$

1,192

 

$

1,396

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Cash paid for interest, including capitalized interest of $749 and $217 in 2007 and 2006, respectively

 

1,227

 

896

 

 

5



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