EX-99.1 2 a08-1674_2ex99d1.htm EX-99.1

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Cellu Tissue Holdings, Inc. Announces Third Quarter 2008 Results

 

Alpharetta, GA. — January 10, 2008—Cellu Tissue Holdings, Inc. (the “Company” or “Cellu Tissue”), an established leader in the manufacturing of high-quality business-to-business and consumer tissue grades used in health care and consumer products worldwide, today announced financial results for the third quarter ended November 29, 2007.

 

In the first quarter of the fiscal year ending February 29, 2008, or fiscal year 2008, the Company completed the acquisition of CityForest Corporation (“CityForest”).  Accordingly, the third quarter fiscal year 2008 results are impacted by the effects of the purchase accounting related to this transaction and CityForest’s operating results.

 

Third Quarter 2008 Operating Results

Net sales for the third quarter ended November 29, 2007 totaled $109.2 million compared to $83.3 million for the comparable period in the prior year, an increase of $25.9 million, or 31.1%.  For the third quarter ended November 29, 2007, the Company sold 79,541 tons of tissue hard rolls, machine-glazed paper hard rolls and converted paper products.  This is an increase of 17,705 tons, or 28.6%, over the comparable period in the prior year.  Also contributing to the increase in net sales from the comparable period in the prior year is an increase in net selling price per ton to $1,372 for the third quarter ended November 29, 2007 from $1,347 for the comparable period in the prior year.   Net sales within the Tissue Segment for the third quarter ended November 29, 2007 totaled $82.0 million, an increase of 41.2%, from $58.0 million for the comparable period in the prior year.  Net sales within the Machine-Glazed Paper Segment for the third quarter ended November 29, 2007 totaled $27.2 million, an increase of 7.7% from $25.3 million for the comparable period in the prior year.  The increase experienced by the Tissue Segment is attributable to the acquisition of CityForest and an increase in tonnage sold, primarily in the converted business.  The increase experienced by the Machine-Glazed Paper Segment is driven primarily by an increase in net selling price per ton over the comparable period in the prior year.

 

For the third quarter ended November 29, 2007, Cellu Tissue reported gross profit of $11.5 million, or 10.5%, of net sales, compared to $5.9 million, or 7.1%, for the comparable period in the prior year.  The increase in gross profit is attributable to continued improvement in product mix, lower manufacturing cost and the strong market for tissue hard rolls, compared to the comparable period in the prior year.

 

Income from operations for the third quarter ended November 29, 2007 was $6.0 million compared to income from operations of $2.4 million for the comparable period in the prior year.  Income from operations in the Tissue Segment for the third quarter ended

 

 



 

November 29, 2007 was $5.8 million compared to income from operations of $2.0 million for the third quarter in the prior year.    Income from operations in the Machine-Glazed Paper Segment for the third quarter ended November 29, 2007 was $.2 million compared to income from operations of $.4 million for the third quarter in the prior year.  The overall increase is the result of the increase in gross profit as noted above offset partially by an increase in selling, general and administrative expenses and stock and related compensation expense from the prior year.  Included in selling, general and administrative expenses for the third quarter ended November 29, 2007 is $.4 million of ongoing CityForest administrative expenses, additional costs incurred in connection with being compliant with Sarbanes-Oxley and increases in incentive compensation expense associated with strong business performance.   The increase in stock and related compensation expense is associated with a restricted stock grant during the current quarter.

 

For the third quarter ended November 29, 2007, the Company reported pretax income of $1.0 million, compared to a pretax loss of $1.6 million for the comparable period in the prior year.   Despite experiencing pretax income for the third quarter ended November 29, 2007, the Company recorded a tax benefit of $.4 million for the period.  Included in this amount, is a $.7 million benefit primarily related to the different book and tax treatment of deductions related to transaction costs.  This benefit has been recorded in the current quarter upon completion of the Company’s 2007 tax return as the impact is considered discrete to this quarter.  Without the effect of this benefit, the Company recorded tax expense of $.3 million or 29.2% for the quarter ended November 29, 2007.  For the third quarter ended November 29, 2007, the Company experienced net income of $1.4 million, compared to a net loss of $1.1 million for the comparable period in the prior year.

 

Earnings before interest, taxes, depreciation and amortization (EBITDA) for the third quarter ended November 29, 2007 totaled $11.2 million, compared to $8.1 million for the comparable period in the prior year.

 

Russell C. Taylor, President and Chief Executive Officer of Cellu Tissue, commented:  “During the third quarter we continued to make progress on our strategic objective of significantly increasing our sales of converted products and despite further increases in pulp costs, we experienced favorable financial results.”

 

Notice Relating to the Use of Non-GAAP Measures

Attached to this press release are tables setting forth our unaudited consolidated statements of operations, financial position, selected consolidated financial data including information concerning our cash flow position, combined consolidated statements of operations for the nine months of the prior year with respect to the period from March 1, 2006 to June 12, 2006 (pre-merger) and the period from June 13, 2006 to November 23, 2006 (post-merger), selected consolidated segment data, and reconciliations of consolidated net income (loss) from operations to consolidated EBITDA.   EBITDA is not a measure of performance under U.S. generally accepted accounting principles and  should not be considered in isolation or used as a substitute for income from operations,

 

 

 

2



 

net income, net cash provided by operating activities, or other operating or cash flow data prepared in accordance with generally accepted accounting principles.  We have presented EBITDA because this measure is used by investors, as well as our own management, to evaluate the operating performance of our business, including its ability to service debt.

 

Cellu Tissue’s management invites you to listen to our conference call on Friday, January 11, 2008 at 10 a.m. ET regarding third quarter fiscal year 2008 financial results.  The dial-in number is (866) 254-5941 or International (612) 332-1025; participant code 904701.  A taped replay of the conference call will be available after 12:00 p.m., January 11, 2008 until 11:59 p.m., January 25, 2008.  The number to call for the taped replay is (800) 475-6701 or International (320) 365-3844, access code 904701.

 

Cellu Tissue Holdings, Inc. is a manufacturer of a variety of specialty tissue hard rolls and machine-glazed paper used in the manufacture of various end products, including diapers, facial and bath tissue, assorted paper towels and food wraps.  In addition, the Company produces a variety of converted tissue products.  Cellu Tissue’s customers include major North American producers of branded and unbranded disposable consumer absorbent and tissue products for the personal and health care markets; consumer and away-from-home tissue products companies; national and regional tissue products distributors; and third-party converters who sell their products to food, bakery and confections companies. Cellu Tissue services a diverse group of high-quality customers, with three of its top ten customers belonging to the Fortune 150 group of companies.

 

For more information, contact Cellu Tissue Holdings, Inc. at www. cellutissue.com.

 

 

3



CELLU TISSUE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Dollars, in thousands)

 

 

 

Three Months Ended

 

 

 

November 29, 2007

 

November 23, 2006

 

 

 

(Post-Merger)

 

(Post-Merger)

 

Net sales

 

$

109,162

 

$

83,281

 

Cost of goods sold

 

97,646

 

77,390

 

Gross profit

 

11,516

 

5,891

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

4,835

 

3,241

 

Stock and related compensation expense

 

715

 

170

 

Merger-related transaction costs

 

 

53

 

Income from operations

 

5,966

 

2,427

 

 

 

 

 

 

 

Interest expense, net

 

4,844

 

4,066

 

Foreign currency loss (gain)

 

220

 

(79

)

Other income

 

(104

)

(3

)

Income (loss) before income tax benefit

 

1,006

 

(1,557

)

 

 

 

 

 

 

Income tax benefit

 

(370

)

(482

)

Net income (loss)

 

$

1,376

 

($1,075

)

 

 

 

4



 

CELLU TISSUE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Dollars, in thousands)

 

 

 

For the Periods

 

 

 

Post-Merger

 

Pre-Merger

 

 

 

March 1, 2007-

 

June 13, 2006-

 

March 1, 2006

 

 

 

November 29, 2007

 

November 23, 2006

 

June 12, 2006

 

Net sales

 

$

321,363

 

$

151,843

 

$

94,242

 

Cost of goods sold

 

289,789

 

142,608

 

86,054

 

Gross profit

 

31,574

 

9,235

 

8,188

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

13,874

 

7,019

 

5,585

 

Stock and related compensation expense

 

1,098

 

306

 

 

Restructuring costs

 

 

240

 

 

Merger-related transaction costs

 

 

156

 

5,933

 

Income (loss) from operations

 

16,602

 

1,514

 

(3,330

)

 

 

 

 

 

 

 

 

Interest expense, net

 

14,966

 

7,218

 

4,896

 

Foreign currency loss (gain)

 

740

 

(146

)

289

 

Other income

 

(187

)

(21

)

(27

)

Income (loss) before income tax benefit

 

1,083

 

(5,537

)

(8,488

)

 

 

 

 

 

 

 

 

Income tax benefit

 

(252

)

(1,843

)

(1,953

)

Net income (loss)

 

$

1,335

 

($3,694

)

($6,535

)

 

5



 

CELLU TISSUE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars, in thousands)

 

 

 

November 29

 

February 28

 

 

 

2007

 

2007

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

1,681

 

$

16,261

 

Receivables, net

 

43,524

 

34,141

 

Inventories

 

30,899

 

29,604

 

Prepaid expenses and other current assets

 

6,574

 

2,809

 

Income tax receivable

 

327

 

329

 

Deferred income taxes

 

6,263

 

6,498

 

TOTAL CURRENT ASSETS

 

89,268

 

89,642

 

PROPERTY, PLANT AND EQUIPMENT, NET

 

292,178

 

228,852

 

TRADEMARKS

 

8,750

 

6,550

 

GOODWILL

 

6,944

 

-

 

OTHER ASSETS

 

1,532

 

224

 

TOTAL ASSETS

 

$

398,672

 

$

325,268

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Bank overdrafts

 

$

2,213

 

$

 

Revolving line of credit

 

3,500

 

 

Accounts payable

 

23,095

 

16,523

 

Accrued expenses

 

23,272

 

16,315

 

Accrued interest

 

3,746

 

7,227

 

Current portion of long-term debt

 

760

 

 

TOTAL CURRENT LIABILITIES

 

56,586

 

40,065

 

LONG-TERM DEBT, LESS CURRENT PORTION

 

197,929

 

160,356

 

DEFERRED INCOME TAXES

 

64,593

 

50,677

 

OTHER LIABILITIES

 

35,154

 

35,179

 

STOCKHOLDERS’ EQUITY

 

44,410

 

38,991

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

398,672

 

$

325,268

 

 

 

6


 


 

CELLU TISSUE HOLDINGS, INC.

SUMMARY OF CONSOLIDATED CASH FLOW ACTIVITY (Unaudited)

(Dollars, in thousands)

 

 

 

 

 

For the Periods

 

 

 

 

 

Post-Merger

 

Pre-Merger

 

 

 

March 1, 2007-

 

June 13, 2006-

 

March 1, 2006-

 

 

 

November 29, 2007

 

November 23, 2006

 

June 12, 2006

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net income (loss)

 

$

1,335

 

($3,694

)

($6,535

)

Noncash inventory charge

 

 

909

 

 

Stock-based compensation

 

595

 

306

 

924

 

Deferred income taxes

 

(3,088

)

(1,760

)

(396

)

Accretion of debt discount

 

459

 

239

 

85

 

Amortization of intangibles

 

 

 

406

 

Depreciation

 

17,568

 

10,042

 

4,227

 

Changes in working capital

 

(3,012

)

(3,722

)

(5,250

)

Net cash provided by (used in) operating activities

 

13,857

 

2,320

 

(6,539

)

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

Cash paid for acquisiton, net of cash received

 

(43,638

)

 

 

Equity investment by Weston Presidio

 

 

45,762

 

 

Capital expenditures

 

(10,965

)

(3,995

)

(1,938

)

Net cash (used in) provided by investing activities

 

(54,603

)

41,767

 

(1,938

)

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

Bank overdrafts

 

2,213

 

 

 

Merger consideration paid to former shareholders

 

 

(45,762

)

 

Payments of long-term debt

 

(575

)

 

(290

)

Borrowings on revolving line of credit, net

 

3,500

 

 

 

Proceeds from bond offering

 

20,000

 

 

 

Net cash provided by (used in) financing activities

 

25,138

 

(45,762

)

(290

)

 

 

 

 

 

 

 

 

Effect of foreign currency

 

1,028

 

(407

)

362

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(14,580

)

(2,082

)

(8,405

)

Cash and cash equivalents at beginning of period

 

16,261

 

14,419

 

22,824

 

Cash and cash equivalents at end of period

 

$

1,681

 

$

12,337

 

$

14,419

 

 

7



 

CELLU TISSUE HOLDINGS, INC.

COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Dollars, in thousands)

 

 

 

Post-Merger

 

Post-Merger

 

Pre-Merger

 

Combined

 

 

 

Nine Months Ended

 

June 13, 2006-

 

March 1, 2006-

 

Nine Months Ended

 

 

 

November 29, 2007

 

November 23, 2006

 

June 12, 2006

 

November 23, 2006

 

Net sales

 

$

321,363

 

$

151,843

 

$

94,242

 

$

246,085

 

Cost of goods sold

 

289,789

 

142,608

 

86,054

 

228,662

 

Gross profit

 

31,574

 

9,235

 

8,188

 

17,423

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

13,874

 

7,019

 

5,585

 

12,604

 

Stock and related compensation expense

 

1,098

 

306

 

 

306

 

Restructuring costs

 

 

240

 

 

240

 

Merger-related transaction costs

 

 

156

 

5,933

 

6,089

 

Income (loss) from operations

 

16,602

 

1,514

 

(3,330

)

(1,816

)

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

14,966

 

7,218

 

4,896

 

12,114

 

Foreign currency loss (gain)

 

740

 

(146

)

289

 

143

 

Other income

 

(187

)

(21

)

(27

)

(48

)

Income (loss) before income tax benefit

 

1,083

 

(5,537

)

(8,488

)

(14,025

)

 

 

 

 

 

 

 

 

 

 

Income tax benefit

 

(252

)

(1,843

)

(1,953

)

(3,796

)

Net income (loss)

 

$

1,335

 

($3,694

)

($6,535

)

($10,229

)

 

 

 

 

 

 

 

 

 

 

 

8



 

CELLU TISSUE HOLDINGS, INC.

CONSOLIDATED BUSINESS SEGMENT INFORMATION (Unaudited)

(Dollars, in thousands)

BUSINESS SEGMENTS

 

 

 

(Post-Merger)

 

 

 

Three Months Ended

 

 

 

November 29, 2007

 

November 23, 2006

 

NET SALES:

 

 

 

 

 

Tissue

 

$

81,999

 

$

58,060

 

Machine-Glazed Paper

 

27,163

 

25,221

 

Consolidated

 

$

109,162

 

$

83,281

 

 

 

 

 

 

 

INCOME FROM OPERATIONS:

 

 

 

 

 

Tissue

 

$

5,777

 

$

1,963

 

Machine-Glazed Paper

 

189

 

464

 

Consolidated

 

$

5,966

 

$

2,427

 

 

 

 

Post-Merger

 

Post-Merger

 

Pre-Merger

 

Combined Nine

 

 

 

Nine Months Ended

 

June 13, 2006-

 

March 1, 2006-

 

Months Ended

 

 

 

November 29, 2007

 

November 23, 2006

 

June 12, 2006

 

November 23, 2006

 

NET SALES:

 

 

 

 

 

 

 

 

 

Tissue

 

$

243,129

 

$

107,084

 

$

67,200

 

$

174,284

 

Machine-Glazed Paper

 

78,234

 

44,759

 

27,042

 

71,801

 

Consolidated

 

$

321,363

 

$

151,843

 

$

94,242

 

$

246,085

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM OPERATIONS:

 

 

 

 

 

 

 

 

 

Tissue

 

$

16,244

 

$

1,843

 

($1,210

)

$

633

 

Machine-Glazed Paper

 

358

 

(329

)

(2,120

)

(2,449

)

Consolidated

 

$

16,602

 

$

1,514

 

($3,330

)

($1,816

)

 

 

9



 

CELLU TISSUE HOLDINGS, INC.

RECONCILIATION OF CONSOLIDATED NET INCOME (LOSS) TO EBITDA

(Unaudited) (Dollars, in thousands)

 

 

 

Three Months Ended

 

 

 

November 29, 2007

 

November 23, 2006

 

NET INCOME (LOSS)

 

$

1,376

 

($1,075

)

Add back:

 

 

 

 

 

Depreciation

 

5,374

 

5,526

 

Interest expense

 

4,856

 

4,122

 

Income tax benefit

 

(370

)

(482

)

EBITDA

 

$

11,236

 

$

8,091

 

 

 

 

Post-Merger

 

Post-Merger

 

Pre-Merger

 

Combined Nine

 

 

 

Nine Months Ended

 

June 13, 2006-

 

March 1, 2006-

 

Months Ended

 

 

 

November 29, 2007

 

November 23, 2006

 

June 12, 2006

 

November 23, 2006

 

NET INCOME (LOSS)

 

$

1,335

 

($3,694

)

($6,535

)

($10,229

)

Add back:

 

 

 

 

 

 

 

 

 

Depreciation

 

17,568

 

10,042

 

4,227

 

14,269

 

Amortization

 

 

 

406

 

406

 

Interest expense

 

15,041

 

7,346

 

4,595

 

11,941

 

Income tax benefit

 

(252

)

(1,843

)

(1,953

)

(3,796

)

EBITDA

 

$

33,692

 

$

11,851

 

$

740

 

$

12,591

 

 

 

10