UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended July 31, 2002 Commission File No. 0-1370
LONGVIEW FIBRE COMPANY
(Exact name of registrant as specified in its charter)
Washington 91-0298760
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Fibre Way, Longview, Washington 98632
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (360) 425-1550
Not Applicable
Former name, former address and former fiscal year, if changed since last
report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
51,076,567 Common Shares were outstanding as of August 31, 2002
Page 1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet (000 Omitted)
July 31 Oct. 31 July 31
2002 2001 2001
(Unaudited) (Unaudited)
ASSETS
Current assets:
Accounts and notes receivable $ 90,128 $ 99,419 $ 98,219
Allowance for doubtful accounts 1,350 1,350 1,350
Inventories, at lower of cost or market;
costs are based on last-in, first-out method
except for supplies at current averages
Finished goods 16,092 20,489 18,436
Goods in process 13,229 16,299 13,103
Raw materials and supplies 42,954 46,430 43,549
Restricted cash 20,709 - -
Other 7,045 8,595 9,468
Total current assets 188,807 189,882 181,425
Capital assets:
Buildings, machinery and equipment at cost 1,828,571 1,806,039 1,781,685
Accumulated depreciation 1,049,066 1,004,620 993,971
Costs to be depreciated in future years 779,505 801,419 787,714
Plant sites at cost 3,480 3,483 3,444
782,985 804,902 791,158
Timber at cost less depletion 189,151 191,530 191,852
Roads at cost less amortization 8,721 9,285 9,106
Timberland at cost 20,098 20,116 20,244
217,970 220,931 221,202
Total capital assets 1,000,955 1,025,833 1,012,360
Pension and other assets 135,190 108,733 104,455
$1,324,952 $1,324,448 $1,298,240
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Payable to bank resulting from
checks in transit $ 4,197 $ 11,365 $ 4,039
Accounts payable 41,023 60,636 51,983
Short-term borrowings 20,000 8,000 30,000
Payrolls payable 13,018 16,435 13,028
Federal income taxes payable - 606 348
Other taxes payable 10,126 9,781 10,168
Current installments of long-term debt 32,400 45,000 35,000
Total current liabilities 120,764 151,823 144,566
Long-term debt 573,758 540,400 518,400
Deferred taxes-net 184,809 184,947 185,557
Other liabilities 24,565 21,883 20,865
Shareholders' equity:
Common stock, ascribed value $1.50 per share;
authorized 150,000,000 shares; issued
51,076,567 shares 76,615 76,615 76,615
Additional paid-in capital 3,306 3,306 3,306
Retained earnings 341,135 345,474 348,931
Total shareholders' equity 421,056 425,395 428,852
$1,324,952 $1,324,448 $1,298,240
The accompanying notes are an integral part of these financial statements.
Page 2
Consolidated Statement of Income (Unaudited)
(000 Omitted)
Three Months Ended Nine Months Ended
July 31 July 31
2002 2001 2002 2001
Net sales:
Timber $ 43,290 $ 44,955 $125,165 $116,758
Paper and paperboard 47,454 52,571 123,845 145,981
Converted products 102,428 108,192 303,087 324,525
Power sales - 14,760 1,881 66,827
193,172 220,478 553,978 654,091
Cost of products sold, including
outward freight 158,161 178,096 477,233 535,763
Gross profit 35,011 42,382 76,745 118,328
Selling, administrative
and general expenses 18,328 18,334 56,056 54,171
Operating profit:
Timber 16,873 20,146 53,779 48,267
Paper and paperboard (including
allocated power profits) (2,472) 1,229 (19,347) 5,487
Converted products (including
allocated power profits) 2,282 2,673 (13,743) 10,403
16,683 24,048 20,689 64,157
Other income (expense):
Interest income 228 101 1,708 286
Interest expensed (11,950) (9,395) (33,220) (30,420)
Miscellaneous 61 247 2,399 889
5,022 15,001 (8,424) 34,912
Provision for taxes on income:
Current 41 160 (5,479) (1,121)
Deferred 1,817 5,391 (138) 14,039
1,858 5,551 (5,617) 12,918
Net income (loss) $ 3,164 $ 9,450 $ (2,807) $ 21,994
Dollars per share:
Net income (loss) $ 0.06 $ 0.19 $ (0.05) $ 0.43
Dividends - 0.12 0.03 0.36
Average shares outstanding in the
hands of the public (000 omitted) 51,077 51,077 51,077 51,177
The accompanying notes are an integral part of these financial statements.
Page 3
Consolidated Statement of Cash Flows (Unaudited)
(000 Omitted)
Three Months Ended Nine Months Ended
July 31 July 31
2002 2001 2002 2001
Cash provided by (used for)
operations:
Net income (loss) $ 3,164 $ 9,450 $ (2,807) $21,994
Charges to income not requiring cash -
Depreciation 17,567 16,748 51,965 49,299
Depletion and amortization 1,339 1,431 4,050 3,814
Deferred taxes - net 1,817 5,391 (138) 14,039
(Gain) loss on disposition of
capital assets 128 170 (1,004) 2,067
Change in:
Accounts and notes receivable - net (1,507) (2,367) 9,291 16,624
Inventories (450) (4,676) 10,943 6,935
Other 627 543 1,550 64
Pension and other
noncurrent assets (4,738) (4,435) (22,463) (14,750)
Accounts, payrolls and other
taxes payable (3,281) 1,278 (14,399) (4,718)
Federal income taxes payable - 11 (606) (2,290)
Other noncurrent liabilities 1,119 435 2,682 1,305
Cash provided by operations 15,785 23,979 39,064 94,383
Cash provided by (used for)
investing:
Additions to: Plant and equipment (6,161) (30,369) (31,126) (83,569)
Timber and timberlands (366) (545) (2,156) (2,804)
Proceeds from sale of capital assets 148 288 3,149 770
Cash used for investing (6,379) (30,626) (30,133) (85,603)
Cash provided by (used for)
financing:
Long-term debt 48 9,500 16,764 42,500
Short-term borrowings (9,000) 6,620 12,000 (13,070)
Restricted cash (102) - (20,709) -
Payable to bank resulting from
checks in transit (409) (3,912) (7,168) (5,346)
Accounts payable for construction 57 568 (8,286) (7,680)
Cash dividends - (6,129) (1,532) (18,423)
Purchase of common stock - - - (6,761)
Cash provided by used for financing (9,406) 6,647 (8,931) (8,780)
Change in cash position - - - -
Cash position, beginning of period - - - -
Cash position, end of period $ - $ - $ - $ -
Supplemental disclosures of
cash flow information:
Cash paid during the year for:
Interest (net of amount capitalized) $16,574 $ 7,459 $32,565 $28,364
Income taxes 11 4 (4,760) 1,141
The accompanying notes are an integral part of these financial statements.
Page 4
Consolidated Statement of Shareholders' Equity (Unaudited)
(000 Omitted)
Three Months Ended Nine Months Ended
July 31 July 31
2002 2001 2002 2001
Common stock:
Balance at beginning of period $ 76,615 $ 76,615 $ 76,615 $ 77,365
Ascribed value of stock
purchased - - - (750)
Balance at end of period $ 76,615 $ 76,615 $ 76,615 $ 76,615
Additional paid-in capital:
Balance at beginning of period $ 3,306 $ 3,306 $ 3,306 $ 3,306
Balance at end of period $ 3,306 $ 3,306 $ 3,306 $ 3,306
Retained earnings:
Balance at beginning of period $337,971 $345,610 $345,474 $351,371
Net income (loss) 3,164 9,450 (2,807) 21,994
Less cash dividends on common
stock - (6,129) (1,532) (18,423)
Less purchases of common stock - - - (6,011)
Balance at end of period $341,135 $348,931 $341,135 $348,931
Dividends paid per share $ - $ 0.12 $ 0.03 $ 0.36
Common shares:
Balance at beginning of period 51,077 51,077 51,077 51,577
Purchases - - - (500)
Balance at end of period 51,077 51,077 51,077 51,077
The accompanying notes are an integral part of these financial statements.
Page 5
NOTE 1: The consolidated interim financial statements have been prepared by
the company, without audit and subject to year-end adjustment, in accordance
with generally accepted accounting principles for interim financial
statements. Certain information and footnote disclosure made in the latest
annual report have been condensed or omitted for the interim statements.
Accordingly, these statements should be read in conjunction with the company's
latest annual report. Certain costs of a normal recurring nature are
estimated for the full year and allocated in interim periods based on
estimates of operating time expired, benefit received, or activity associated
with the interim period. The consolidated financial statements reflect all
adjustments which are, in the opinion of management, necessary for fair
presentation.
NOTE 2: On January 25, 2002, we closed an offering of $215 million 10% Senior
Subordinated Notes due 2009 (the "Notes") and entered into a new three-year
$250 million senior unsecured revolving credit facility. The proceeds of the
Notes and the initial borrowing under the new revolving credit facility were
used to repay and cancel our $320 million revolving credit facility, prepay
$25.0 million of 7.75% Series B Senior Notes due April 18, 2002, pay
transaction costs relating to the Notes and the new revolving credit facility
and to irrevocably place into an escrow account $20.5 million, the amount that
together with accrued interest, was sufficient to repay our $20.0 million
6.76% Senior Notes on August 15, 2002, at their maturity.
NOTE 3: We account for derivative financial instruments pursuant to Statement
of Financial Accounting Standards No. 133 "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133), as amended. This standard
requires that all derivative financial instruments, such as interest rate swap
contracts and foreign exchange contracts, be recognized in the financial
statements and measured at fair value regardless of the purpose or intent for
holding them. Changes in the fair value of derivative financial instruments
are either recognized periodically in income or shareholders' equity (as a
component of comprehensive income), depending on whether the derivative is
being used to hedge changes in fair value or cash flows.
On April 2, 2002, we entered into two interest rate swap agreements to manage
our exposure to interest rate movements by effectively converting a portion of
our outstanding debt from a fixed to a variable interest rate. Maturity dates
of interest rate swap agreements match those of the underlying debt
arrangements. These agreements, which have maturity on January 15, 2009,
involve the exchange of fixed interest rate payments for variable interest
rate payments without the exchange of the underlying principal amounts.
Variable rates are based on a six-month U.S. dollar LIBOR and are reset on a
semi-annual basis. The differential between fixed and variable rates to be
paid or received is accrued as interest rates change in accordance with the
agreements and recognized over the life of the agreements as an adjustment to
interest expense. The amount of interest rate swap agreements outstanding
were $70.0 million at July 31, 2002. At the end of the third fiscal quarter
2002, the effect of marking-to-market of the $70 million interest rate swaps
was to recognize a $4.0 million swap asset and an offset to "Long-term debt"
of like amount.
Page 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
CONSOLIDATED STATEMENT OF INCOME
THREE AND NINE MONTHS ENDED JULY 31, 2002 COMPARED WITH
THREE AND NINE MONTHS ENDED JULY 31, 2001
Net Sales -Third fiscal quarter 2002 net sales were $193.2 million, compared
with $220.5 million for the third fiscal quarter of 2001. This 12.4%
decline was partially attributable to the absence of electric power sales in
third fiscal quarter 2002 compared to $14.8 million in power sales in third
fiscal quarter 2001. The balance of the decline in sales is attributable to
a decrease in timber net sales of $1.7 million, or 3.7%, paper and
paperboard net sales of $5.1 million, or 9.7%, and converted products net
sales of $5.8 million, or 5.3%.
Cost of Products Sold - Third fiscal quarter 2002 cost of products sold was
$158.2 million, or 81.9% of net sales, compared with $178.1 million, or
80.8% of net sales, for third fiscal quarter 2001. This increase as a
percentage of net sales was primarily due to a 10% increase in natural gas
costs per MMBTU, a 57% increase in cost of electrical power purchased per
MKWH, low continued utilization of the paper mill, and reduced sales levels.
These higher costs were partially offset by a 12% reduction in fiber costs,
a 3% decrease in labor costs per ton of production at the Longview paper
mill, and a 2% decrease in labor costs per ton of production at the
converting plants.
Selling, General and Administrative Expenses - Third fiscal quarter 2002
selling, general and administrative expenses were $18.3 million, or 9.5% of
net sales, compared with $18.3 million, or 8.3% of net sales, for third
fiscal quarter 2001. The primary reason for this increase as a percentage
of net sales was a decrease in net sales.
Operating Profit (Loss) - Third fiscal quarter 2002 operating profit was $16.7
million compared with operating profit of $24.0 million for the third fiscal
quarter 2001. Results for the third fiscal quarter of 2001 included $3.6
million of operating profit from sales of electrical power generated by us.
See "Selected Segment Results" below.
Provision for Taxes on Income - Third fiscal quarter 2002 provision for income
taxes was $1.9 million. Third fiscal quarter 2001 provision for income taxes
was $5.6 million, reflecting a tax rate of 37.0% in each fiscal year.
Net Income (Loss) - For the reasons noted above, the company earned net income
of $3.2 million for the third fiscal quarter 2002 compared with net income of
$9.5 million for third fiscal quarter 2001.
Page 7
Selected Segment Results
Timber
Three Months Nine Months
Ended July 31 Ended July 31
% %
2002 2001 Change 2002 2001 Change
Timber net sales, $ millions $43.3 $45.0 - 3.7 $125.2 $116.8 7.2
Timber operating profit,
$ millions 16.9 20.1 -16.2 53.8 48.3 11.4
Logs, thousands of board
feet 67,979 65,856 3.2 200,495 170,053 17.9
Lumber, thousands of board
feet 26,607 25,113 5.9 67,478 73,729 - 8.5
Logs, $/thousand board feet $505 $556 - 9.2 $514 $549 - 6.4
Lumber, $/thousand board feet 336 331 1.5 327 318 2.8
Third fiscal quarter 2002 timber net sales were $43.3 million, compared with
$45.0 million for third fiscal quarter 2001. This 3.7% decrease was due
primarily to a decrease in log prices of 9.2%, partially offset by an increase
in log volume of 3.2%, a 1.5% increase in lumber prices, and an increase in
lumber volume of 5.9%. The log price decline was in part due to a soft
Japanese housing market and adverse U.S. dollar to Japanese yen exchange
rates. Currently prices have stabilized and are starting to improve. The
volume increases were largely due to relatively strong demand in the domestic
market, although prices decreased modestly from year-ago levels.
Third fiscal quarter 2002 export sales in the timber segment were $10.6
million, or 24.5% of timber net sales compared with $13.8 million, or 30.8%,
for third fiscal quarter 2001. This percentage decrease was primarily the
result of log export price declines and reduced export lumber volume. Third
fiscal quarter 2002 timber operating profit was $16.9 million, compared with
$20.1 million for third fiscal quarter 2001. The primary reason for this
16.2% decline was the decrease in log prices, partially offset by an increase
in log volume sold. The company temporarily continues to harvest timber at
increased levels to improve operating results and cash flow.
Year-to-date 2002 operating profit was $53.8 million compared to $48.3 million
for year-to-date 2001. This 11.4% increase was primarily due to increases in
log volumes of 17.9% and lumber prices of 2.8% over the same period in 2001.
Results were negatively affected by reduced lumber volume and log prices.
Page 8
Paper and Paperboard
Three Months Nine Months
Ended July 31 Ended July 31
% %
2002 2001 Change 2002 2001 Change
Paper and Paperboard net sales,
$ millions $ 47.5 $ 52.6 -9.7 $123.8 $ 146.0 -15.2
Paper and Paperboard operating
profit (loss), $ millions (2.5) 1.2 - (19.3) 5.5 -
Paper, tons 64,877 68,927 - 5.9 170,345 187,990 - 9.4
Paperboard, tons 21,669 23,296 - 7.0 61,897 75,147 -17.6
Paper, $/ton FOB mill
equivalent $579 $606 - 4.5 $569 $593 - 4.0
Paperboard, $/ton FOB mill
equivalent 326 337 - 3.3 319 358 -10.9
Third fiscal quarter 2002 paper and paperboard net sales were $47.5 million,
compared with $52.6 million for third fiscal quarter 2001. This 9.7%
decrease is primarily due to decreases in paper and paperboard volume of
5.9% and 7.0%, respectively, and decreases in paper and paperboard prices of
4.5% and 3.3%, respectively. Paper volume and prices decreased as a result
of continued economic weakness in the U.S. market and increased competition
in the export market due to the strength of the U.S. dollar. Third fiscal
quarter 2002 export sales in the paper and paperboard segment were $12.9
million, or 27.1%, of paper and paperboard net sales, compared with $13.8
million, or 26.2%, for third fiscal quarter 2001. Third fiscal quarter 2002
paper and paperboard operating loss was $2.5 million, compared with an
operating profit of $1.2 million for third fiscal quarter 2001. Last year's
segment results included allocated operating profit of $1.5 million from
sales of power. Operating results in the third quarter of 2002 were
negatively affected by high natural gas costs, increased purchased
electrical power costs, and continued low mill utilization, partially offset
by a 12% decrease in the average cost of fiber and decreased labor costs per
ton of production. During the quarter, we continued to fully or partially
curtail several paper machines in order to match incoming orders with
production. The slow domestic economy and management's decision to continue
export sales at reduced levels due to unprofitable prices, along with a 3
day shutdown over the 4th of July, resulted in lower than expected
utilization rates and reduced absorption of fixed costs at the paper mill.
Paper and paperboard volume declined 9.4% and 17.6% for fiscal year-to-date
2002 compared to 2001, respectively. Average paper and paperboard prices also
declined 4.0% and 10.9% for those fiscal year-to-date periods. The segment
incurred fiscal year-to-date 2002 operating loss of $19.3 million, compared to
an operating profit of $5.5 million for fiscal year-to-date 2001. Fiscal year-
to-date 2001 segment results included allocation of $16.2 million in operating
profit from electrical power sales compared to an allocation of a loss of $2.2
million for the same period of fiscal 2002. Operating results were also
negatively impacted by increased energy costs and low mill operating rates.
Page 9
Converted Products
Three Months Nine Months
Ended July 31 Ended July 31
% %
2002 2001 Change 2002 2001 Change
Converted Products sales,
$ millions $102.4 $108.2 - 5.3 $303.1 $324.5 - 6.6
Converted Products
operating profit (loss),
$ millions 2.3 2.7 -14.6 (13.7) 10.4 -
Converted Products, tons 128,228 130,692 - 1.9 376,092 391,969 - 4.1
Converted Products, $/ton $799 $828 - 3.5 $806 $828 - 2.7
Third fiscal quarter 2002 converted products net sales were $102.4 million,
compared with $108.2 million for third fiscal quarter 2001. This 5.3%
decrease is due primarily to a decrease in volume of 1.9% and a decrease in
price of 3.5%. Demand for our converted products declined due to the
slowdown in the general economy. Third fiscal quarter 2002 operating profit
was $2.3 million, compared with an operating profit of $2.7 million for
third fiscal quarter 2001. Last year's segment results included allocated
profit of $2.1 million from sales of power. Operating results were
negatively affected by the modest volume and price declines, but were offset
by a 2% decrease in labor costs per ton and additional operating cost
reductions.
The year-to-date segment operating loss for fiscal year 2002 was $13.7 million
compared with $10.4 million operating profit for fiscal year-to-date 2001.
The primary reason for the decline was reduced allocated operating profits for
electrical power sales of $19.6 million for year-to-date fiscal 2001 compared
with a loss of $3.2 million for the same period of fiscal 2002. Results were
also negatively affected by a 2.7% decline in average price for fiscal year-
to-date 2002, while volume sold decreased 4.1%, as compared to year-ago
levels. Demand improved during the third fiscal quarter of 2002 though prices
declined slightly. The company continues to develop its specialty products
and to reduce costs in order to improve margins.
Liquidity and Capital Resources
At July 31, 2002, our financial position included long-term debt of $606.2
million, including current installments of long-term debt of $32.4 million and
a $4.0 million gain recognized in marking-to-market the fixed to floating
interest rate swap on a portion of our long-term debt. Short-term borrowings
at July 31, 2002 were $20.0 million.
During the first fiscal quarter 2002, we closed an offering of $215 million
10% Senior Subordinated Notes due 2009 (the "Notes") and entered into a new
three-year $250 million senior unsecured revolving credit facility. The
proceeds of the Notes and the initial borrowing under the new revolving credit
facility were used to repay and cancel our $320 million revolving credit
facility, prepay $25.0 million of 7.75% Series B Senior Notes due April 18,
2002, pay transaction costs relating to the Notes and the new revolving credit
facility and to irrevocably place into an escrow account $20.5 million, the
amount that, together with accrued interest, was sufficient to repay our $20.0
million 6.76% Senior Notes due August 15, 2002, at their maturity.
Page 10
In the second fiscal quarter 2002, we entered into two fixed-to-floating
interest rate swaps for a total of $70 million of the $215 million of Notes at
an initial 426 basis points above LIBOR. The swaps were effective April 2,
2002. The use of swaps reduced interest expensed by $590,000 for the third
fiscal quarter 2002. At the end of the third fiscal quarter 2002, the effect
of marking-to-market of the $70 million interest rate swaps was to recognize a
$4.0 million swap asset and an offset to "Long-term debt" of like amount.
Net cash provided by operations was $15.8 million in the third fiscal
quarter 2002 and $24.0 million for the third fiscal quarter 2001. The
decrease was primarily due to a decrease in net income.
Net cash used for investing was $6.4 million in the third fiscal quarter 2002
and $30.6 million in the third fiscal quarter 2001. Our capital expenditures,
including timberland acquisitions, were $6.5 million in the third fiscal
quarter 2002 and $30.9 million in the third fiscal quarter 2001.
Capital expenditures are expected to be approximately $43 million for each of
fiscal years 2002 and 2003, including expenditures for timber purchases, plant
and equipment, and environmental compliance.
Net cash used for financing in the third fiscal quarter 2002 was $9.4 million
while net cash provided by financing was $6.6 million for the third fiscal
quarter 2001. Borrowed debt decreased during the third fiscal quarter 2002 by
$9.0 million due primarily to reduced capital expenditures and the suspension
of the dividend.
Each quarter we determine the amount of our dividend based on operating
results, current market conditions and debt levels. The Board of Directors
suspended the dividend for the third fiscal quarter 2002 due primarily to the
$6.0 million net loss incurred in the first fiscal quarter and the modest
earnings of $15,000 in the second quarter 2002.
On September 13, 2002 the Board of Directors suspended the fourth quarter
dividend due to less than satisfactory year-to-date operating results.
At July 31, 2002, we had $152 million outstanding under the $250 million
revolving credit facility, excluding letters of credit of $12.7 million. Also
outstanding at July 31, 2002, were various senior notes totaling $224.5
million, revenue bonds of $26.9 million and $213.8 million of Notes, net of
original issuance discount. We also had $5.0 million outstanding on a $15
million uncommitted line of credit.
We have obtained amendments from the holders of certain senior notes with
respect to compliance with covenants that require us to maintain a specified
ratio of net income available for fixed charges to fixed charges. The
amendments reducing the coverage requirements are effective for the quarter
ending July 31, 2002 through the quarter ending April 30, 2003. In connection
with the grant of the amendments we agreed to pay certain fees.
We believe that our cash flow generated from operations and available
borrowings under our revolving credit facility and our other line of credit
provide sufficient resources to fund operations and to meet our debt payment
obligations and foreseeable capital expenditure requirements.
Page 11
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements, including statements
concerning the outcome and costs of legal proceedings, including asbestos
related litigation; anticipated pricing and market conditions for the
company's products, energy and certain raw materials; continuation of
increased timber harvest levels; continued development of specialty products
and reducing costs in the converted products segment, and resulting
improvement of margins; the impact of curtailed labor and machines; the
anticipated cost of and market conditions for energy; and anticipated cost of
and availability of financing for planned capital improvement projects.
Forward-looking statements are based on the company's estimates and
projections on the date they are made, and are subject to a variety of risks
and uncertainties. Actual events could differ materially from those
anticipated by the company due to a variety of factors, including, among
others, developments in the world, national, or regional economy or involving
the company's customers or competitors affecting supply of or demand for the
company's products, energy or raw materials, changes in product, energy or raw
material prices; capital project delay, cost overruns or unforeseen
maintenance on capital assets or advantageous capital acquisitions; changes in
currency exchange rates between the U.S. dollar and the currencies of
important export markets; weather; labor disputes; unforeseen adverse
developments involving environmental matters or other legal proceedings or the
assertion of additional claims; unforeseen developments in the company's
business; adverse changes in the capital markets or interest rates affecting
the cost or availability of financing; or other unforeseen events. The
company does not undertake any obligation to update forward-looking statements
should circumstances or the company's estimates or projections change.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Our exposure to market risks on our financial instruments is limited to
interest rate changes on variable rate debt, including debt under our
revolving credit facilities and payments under our rate interest swap. The
interest rates applied to our variable rate borrowings are adjusted often and
therefore react quickly to any movement in the general trend of market
interest rates. Interest expense incurred annually related to our variable
rate debt is dependent upon the amount outstanding during the year and the
extent to which interest rates rise and fall. Except for the $70 million
interest rate swap discussed in the section "Liquidity and Capital Resources,"
we currently do not engage in commodity, currency or interest rate hedging
arrangements or engage in transactions involving derivatives, although we may
do so in the future, on a non-speculative basis, if business conditions
warrant.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Since the beginning of 2002, we have been named a defendant in approximately
370 asbestos related actions in Madison County, Illinois and St. Louis,
Missouri, along with an average of 80 other defendants per lawsuit. In
addition, we were recently named a defendant in one asbestos related action in
Smith County, Mississippi, along with 265 other defendants. In each case, the
plaintiffs allege asbestos related injuries from exposure to all of the
defendants' asbestos products, as well as exposure to asbestos while working
Page 12
on certain of the defendants' premises. None of the lawsuits specifically
implicates one of our premises, and the claims are not specific as to what, if
any, contacts the plaintiffs had with us, our manufacturing plants or our
products. None of these claims specifies damages sought from us individually,
but each Illinois and Missouri plaintiff alleges a general jurisdictional
amount against all defendants.
These claims are relatively recent and the plaintiffs have provided few
details about their allegations. However, we understand that we were named a
defendant in these cases based on the plaintiffs' review of sales records from
an asbestos supplier. From 1964 to 1977, we intermittently used varying
amounts of asbestos under certain conditions for the purpose of controlling
pitch - a naturally occurring fouling agent - in manufacturing certain paper
products. For paper products produced during that period where asbestos was
actually used as a pitch control agent, some asbestos would have been
incidentally incorporated into the final product as a very small percentage of
the product. The asbestos was not used as an integral part of the finished
products nor was it important to the integrity of the finished products.
Given the relatively recent filing of these lawsuits, as well as our
intermittent and variable use of asbestos as a pitch control agent, and the
absence, to our knowledge, of any demonstrated causal connection between the
residual amounts of the asbestos pitch control agent that remained in certain
paper products and alleged injuries to the plaintiffs, we believe that these
claims will not result in our having material liability, if any, for damages.
It is not possible, however, to predict with certainty the outcome of these
matters. Predictions as to the outcome of pending litigation are inherently
subject to substantial uncertainties with respect to, among other things,
factual and judicial determinations. We believe that all these claims are
covered by our insurance, subject to applicable deductibles, and we have
tendered each of the lawsuits to our insurers. Our primary insurer, however,
has reserved its right to dispute the coverage.
ITEM 2. CHANGES IN SECURITIES
Nothing to report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Nothing to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report.
ITEM 5. OTHER INFORMATION
Nothing to report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
99.1 Certification Pursuant to 18 U.S.C. Section 1350 dated
September 16, 2002 signed by L. J. Holbrook,
Sr. Vice President-Finance, Secretary and Treasurer.
99.2 Certification Pursuant to 18 U.S.C. Section 1350 dated
September 16, 2002 signed by R. P. Wollenberg,
Chief Executive Officer.
(b) Reports of Form 8-K - Nothing to report.
Page 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LONGVIEW FIBRE COMPANY
(Registrant)
Date 9-16-02 L. J. HOLBROOK
L. J. HOLBROOK
Senior Vice President-Finance, Secretary
and Treasurer
Date 9-16-02 A. G. HIGGENS
A. G. HIGGENS
Assistant Treasurer
CERTIFICATIONS REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002:
I, R. P. Wollenberg, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Longview Fibre
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
Date: September 16, 2002 By: R. P. WOLLENBERG
R. P. WOLLENBERG
Chief Executive Officer
I, L.J. Holbrook, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Longview Fibre
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
Date: September 16, 2002 By: L. J. HOLBROOK
L. J. HOLBROOK
Senior Vice President-Finance,
Secretary and Treasurer
Page 14
EXHIBIT INDEX
Exhibit No. Description
99.1 Certification Pursuant to 18 U.S.C. Section 1350 dated
September 16, 2002 signed by L. J. Holbrook,
Sr. Vice President-Finance, Secretary and Treasurer.
99.2 Certification Pursuant to 18 U.S.C. Section 1350 dated
September 16, 2002 signed by R. P. Wollenberg, Chief
Executive Officer.
Page 15