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 January 31, 2003 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
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes X No
51,076,567 Common Shares were outstanding as of January 31, 2003
Page 1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheet (000 Omitted)
Jan. 31 Oct. 31 Jan. 31
2003 2002 2002
(Unaudited) (Unaudited)
ASSETS
Current assets:
Accounts and notes receivable $ 92,979 $ 101,930 $ 86,528
Allowance for doubtful accounts 1,350 1,350 1,350
Taxes on income, refundable 2,293 2,293 -
Inventories, at lower of cost or market;
costs are based on last-in, first-out method
except for supplies at current averages
Finished goods 16,313 17,134 20,244
Goods in process 11,926 11,691 16,753
Raw materials and supplies 39,946 42,764 43,225
Restricted cash - - 20,508
Other 8,494 7,458 8,403
Total current assets 170,601 181,920 194,311
Capital assets:
Buildings, machinery and equipment at cost 1,836,168 1,828,841 1,816,669
Accumulated depreciation 1,076,004 1,059,778 1,018,975
Costs to be depreciated in future years 760,164 769,063 797,694
Plant sites at cost 3,524 3,524 3,483
763,688 772,587 801,177
Timber at cost less depletion 186,672 187,597 189,711
Roads at cost less amortization 8,759 8,976 9,135
Timberland at cost 20,111 20,133 20,080
215,542 216,706 218,926
Total capital assets 979,230 989,293 1,020,103
Pension and other assets 135,541 135,229 121,508
$1,285,372 $1,306,442 $1,335,922
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Payable to bank resulting from
checks in transit $ 2,755 $ 7,464 $ 4,379
Accounts payable 45,092 51,168 40,317
Short-term borrowings 12,000 2,000 41,000
Payrolls payable 13,440 12,138 13,799
Federal income taxes payable - - 2,544
Other taxes payable 9,409 9,634 9,904
Current installments of long-term debt 50,000 62,400 32,400
Total current liabilities 132,696 144,804 144,343
Long-term debt 498,266 510,195 569,668
Deferred taxes-net 192,549 191,742 181,536
Other liabilities 31,452 30,705 22,498
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 350,488 349,075 337,956
Total shareholders' equity 430,409 428,996 417,877
$1,285,372 $1,306,442 $1,335,922
The accompanying notes are an integral part of these financial statements.
Page 2
Consolidated Statement of Income (Unaudited)
(000 Omitted)
Three Months Ended
January 31
2003 2002
Net sales:
Timber $ 41,297 $ 37,436
Paper and paperboard 48,005 36,261
Converted products 100,352 101,977
Power sales - 1,881
189,654 177,555
Cost of Products sold, including outward freight 159,895 161,627
Gross profit 29,759 15,928
Selling, administrative and general expenses 17,026 18,709
Operating profit (loss):
Timber 17,029 15,498
Paper and paperboard (including allocated power losses) (3,058) (8,272)
Converted products (including allocated power losses) (1,238) (10,007)
12,733 (2,781)
Interest income 74 87
Interest expensed (10,932) (8,793)
Miscellaneous 368 1,986
Income (loss) before income taxes 2,243 (9,501)
Provision for taxes on income:
Current 23 (104)
Deferred 807 (3,411)
830 (3,515)
Net income (loss) $ 1,413 $ (5,986)
Dollars per share:
Net income (loss) $ 0.03 $ (0.12)
Dividends - 0.03
Average shares outstanding in the hands
of the public (000 omitted) 51,077 51,077
The accompanying notes are an integral part of these financial statements.
Page 3
Consolidated Statement of Cash Flows (Unaudited)
(000 Omitted)
Three Months Ended
January 31
2003 2002
Cash provided by (used for) operations:
Net income (loss) $ 1,413 $(5,986)
Charges to income not requiring cash:
Depreciation 17,398 16,929
Depletion and amortization 1,947 1,427
Deferred taxes - net 807 (3,411)
(Gain)loss on disposition of capital assets 262 (1,447)
Change in:
Accounts and notes receivable - net 8,951 12,891
Inventories 3,404 2,996
Other (1,036) 192
Pension and other noncurrent assets (288) (12,775)
Accounts, payrolls and other taxes payable (3,299) (14,872)
Federal income taxes payable - 1,938
Other noncurrent liabilities 747 615
Cash provided by (used for) operations 30,306 (1,503)
Cash provided by (used for) investing:
Additions to: Plant and equipment (9,002) (13,511)
Timber and timberlands (838) (433)
Proceeds from sale of capital assets 296 2,765
Cash used for investing (9,544) (11,179)
Cash provided by (used for) financing:
Long-term debt (24,353) 16,668
Short-term borrowings 10,000 33,000
Restricted cash - (20,508)
Payable to bank resulting from checks in transit (4,709) (6,986)
Accounts payable for construction (1,700) (7,960)
Cash dividends - (1,532)
Purchase of common stock - -
Cash provided by (used for) financing (20,762) 12,682
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) $15,638 $ 8,617
Income taxes (10) (1,932)
The accompanying notes are an integral part of these financial statements.
Page 4
Consolidated Statement of Shareholders' Equity (Unaudited)
(000 Omitted)
Three Months Ended
January 31
2003 2002
Common stock:
Balance at beginning of period $ 76,615 $ 76,615
Balance at end of period $ 76,615 $ 76,615
Additional paid-in capital:
Balance at beginning of period $ 3,306 $ 3,306
Balance at end of period $ 3,306 $ 3,306
Retained earnings:
Balance at beginning of period $349,075 $345,474
Net income (loss) 1,413 (5,986)
Less cash dividends on common stock - (1,532)
Balance at end of period $350,488 $337,956
Dividends paid per share $ - $ 0.03
Common shares:
Balance at beginning of period 51,077 51,077
Balance at end of period 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, except that 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: In April 2002 we entered into two interest rate swap agreements (the
"Agreements") relating to $70 million of our 10% Senior Subordinated Notes due
2009 in an effort to manage our exposure to fixed rate debt by converting a
portion of our outstanding debt from a fixed to variable interest rate. In
October 2002, we terminated the Agreements and received cash of $5.4 million
resulting in a deferred gain of $5.1 million at January 31, 2003. The
deferred gain is included in other liabilities in the accompanying balance
sheet and will reduce interest expense over the term of the Senior
Subordinated Notes. Simultaneously, we entered into two new interest rate
swap agreements (the "New Agreements") with notional amounts of $70 million
which mature on January 15, 2009 and 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 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
New Agreements and recognized as an adjustment to interest expense. The mark-
to market adjustment at January 31, 2003 resulted in a derivative asset of
$407,000, with a corresponding fair value adjustment to long-term debt.
NOTE 3: Reclassifications - Prior year amounts have been reclassified to
conform to current year classifications. These reclassifications have no
impact upon net income or shareholders' equity.
Page 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CONSOLIDATED STATEMENT OF INCOME
THREE MONTHS ENDED JANUARY 31, 2003 COMPARED WITH
THREE MONTHS ENDED JANUARY 31, 2002
Net Sales - First fiscal quarter 2003 net sales were $189.7 million, compared
with $177.6 million for the first fiscal quarter of 2002. This 6.8% increase
was attributed to an increase in paper and paperboard net sales of $11.7
million, or 32.4%, and timber net sales of $3.9 million, or 10.3%, offset in
part by a decrease in net sales in our converted products segment of $1.6
million, or 1.6%, and the absence of power sales of $1.8 million.
Cost of Products Sold - First fiscal quarter 2003 cost of products sold was
$159.9 million, or 84.3% of net sales, compared with $161.6 million, or 91.0%
of net sales, for first fiscal quarter 2002. This decrease as a percentage of
net sales was primarily the result of a decrease in total fiber costs of 7%, a
decrease in the cost of power used at the Longview mill of 9% and an increase
in net sales. Our cost of products sold also included depreciation, depletion
and amortization costs. Depreciation, depletion and amortization consists
primarily of depreciation of our plant and equipment, the depletion cost of
timber harvested and, to a lesser degree, amortization of logging roads. This
expense was $19.3 million for first fiscal quarter 2003 compared with $18.4
million for first fiscal quarter 2002.
Selling, General and Administrative Expenses - First fiscal quarter 2003
selling, general and administrative expenses were $17.0 million, or 9.0% of
net sales, compared with $18.7 million, or 10.5% of net sales, for first
fiscal quarter 2002. The primary reasons for this decrease as a percent of
net sales were reduced costs associated with our business process improvement
initiative and reduced credit fees.
Operating Profit (Loss) - First fiscal quarter 2003 operating profit was $12.7
million compared with an operating loss of $2.8 million for the first fiscal
quarter 2002. See "Selected Segment Results" below.
Provision for Taxes on Income - First fiscal quarter 2003 provision for income
taxes was $0.8 million reflecting a tax rate of 37.0%. First fiscal quarter
2002 provision for income taxes was $(3.5) million reflecting a tax rate of
37.0%. The increase was primarily the result of an increase in taxable
income.
Net Income (Loss) - For the reasons noted above, the company earned net income
of $1.4 million for the first fiscal quarter 2003 compared with net loss of
$6.0 million for first fiscal quarter 2002.
Page 7
Selected Segment Results
Timber Fiscal Quarter Ended
January 31 Percentage
2003 2002 Increase/(Decrease)
Timber net sales, $ millions $41.3 $37.4 10.3%
Timber operating profit, $ millions 17.0 15.5 9.9%
Logs, thousands of board feet 67,350 60,353 11.6%
Lumber, thousands of board feet 19,678 18,930 4.0%
Logs, $/thousand board feet $520 $526 (1.1%)
Lumber, $/thousand board feet 319 302 5.6%
First fiscal quarter 2003 timber net sales were $41.3 million, compared with
$37.4 million for first fiscal quarter 2002. This 10.3% increase was
primarily due to an increase in log volume of 11.6%, lumber volume of 4.0% and
lumber prices of 5.6%, partially offset by a decrease in log prices of 1.1%.
The volume increases were largely due to relatively strong demand in the
domestic market caused by low interest rates and strong housing starts.
Accordingly, the company continued to harvest timber at increased levels
during the quarter to improve operating results and cash flow. The log price
decline was due to domestic prices declining modestly as a result of price
competitive lumber markets, partially offset by a 3.5% increase in export
prices. The lumber price increase was due to better product mix. First
fiscal quarter 2003 export sales in the timber segment were $11.6 million, or
28.2% of timber net sales compared with $12.1 million, or 32.2% for first
fiscal quarter 2002. Due to low pricing, the company temporarily discontinued
the sales of lumber into the export market. First fiscal quarter 2003
operating profit was $17.0 million, compared with $15.5 million for first
fiscal quarter 2002. The primary reasons for this 9.9% improvement were an
increase in log and lumber volume sold and increased lumber prices.
Paper and Paperboard Fiscal Quarter Ended
January 31 Percentage
2003 2002 Increase/(Decrease)
Paper and Paperboard net sales,
$ millions $48.0 $36.3 32.4%
Paper and Paperboard operating
profit (loss), $ millions (3.1) (8.3) -
Paper, tons 69,733 48,770 43.0%
Paperboard, tons 19,751 18,784 5.1%
Paper, $/ton FOB mill equivalent $556 $579 (4.0%)
Paperboard, $/ton FOB mill equivalent 345 315 9.5%
First fiscal quarter 2003 paper and paperboard net sales were $48.0 million,
compared with $36.3 million for first fiscal quarter 2002. This 32.4%
increase is primarily due to a 32.5% increase in paper and paperboard volume
and a 9.5% increase in paperboard prices, partially offset by a 4.0% decrease
in average paper prices. In first fiscal quarter 2003, we renegotiated a
barter agreement whereby we swapped equivalent units of paper for paperboard.
Under the agreement, we ship paper to our barter partner's converting facility
that is relatively near our Longview papermaking facility, and our barter
partner ships paperboard principally to our Midwest converting facilities that
are relatively near its paperboard making facilities. The new agreement
provides that we sell paper to their converting facility and we purchase from
them paperboard for our Midwest converting facilities. As a result, 7.5% of
first fiscal quarter paper and paperboard sales and 8.3% of volume were
attributable to this new arrangement. Paperboard volume improved 5.1% in part
due to our ability to increase export sales as a result of the weakening of
the U.S. dollar relative to our competitors currencies. However, export
paperboard volume remained well below historic levels due to our decision to
reduce our exposure to the competitive Asian market. First fiscal quarter
Page 8
2003 export sales in the paper and paperboard segment were $15.9 million, or
33.1% of paper and paperboard net sales, compared with $9.4 million, or 25.9%
for first fiscal quarter 2002. The export sales increase was largely the
result of a 93.4% increase in the volume of paper sold in the export market
due to the weaker U.S. dollar and improved demand in Asia, in addition to the
modest increase in paperboard export sales. First fiscal quarter 2003 paper
and paperboard operating loss was $3.1 million, compared with an operating
loss of $8.3 million for first fiscal quarter 2002. Operating results were
favorably impacted by a 13% decrease in wood chip costs, a 9% decrease in the
cost of electrical power used at the mill and a 9.5% increase in average
paperboard prices, partially offset by an 18% increase in the cost of old
corrugated containers (OCC). Our business process improvement initiatives to
improve mill optimization, improve customer service, reduce inventories and
lower our procurement costs, have contributed favorably to the results.
During the quarter the mill operated at 67% of capacity due to seasonal
factors and the generally weak, although improved, economic conditions.
Operating results for first fiscal quarter 2002 were negatively affected by
allocated losses associated with the sale of electrical power of $2.2 million.
Converted Products Fiscal Quarter Ended
January 31 Percentage
2003 2002 Increase/(Decrease)
Converted Products sales, $ millions $100.4 $102.0 (1.6%)
Converted Products operating
profit (loss), $ millions (1.2) (10.0) -
Converted Products, tons 124,879 125,258 (0.3%)
Converted Products, $/ton $804 $814 (1.2%)
First fiscal quarter 2003 converted products net sales were $100.4 million,
compared with $102.0 million for first fiscal quarter 2002. This 1.6%
decrease is primarily due to a decrease in price of 1.2%. Demand for our
products held steady with year ago levels, which were low due to the slow
economy. First fiscal quarter 2003 operating loss was $1.2 million, compared
with an operating loss of $10.0 million for first fiscal quarter 2002. This
improvement was primarily due to the decreased cost of paper and paperboard
supplied to us by our Longview mill and third party suppliers. The average
mill cost of paper and paperboard supplied to our converting plants decreased
by 9% for first fiscal quarter 2003, as compared with first fiscal quarter
2002. Our business process improvement initiatives to improve customer
service, reduce inventories, lower our procurement costs and improve
operational efficiencies, have contributed favorably to the results.
Operating results for first fiscal quarter 2002 were negatively affected by
the allocated loss associated with the sales of electrical power of $3.2
million.
LIQUIDITY AND CAPITAL RESOURCES
At January 31, 2003, our financial position for borrowed debt included long-
term debt of $547.9 million, including current installments of long-term debt
of $50.0 million. Additionally, short-term borrowings at January 31, 2003
were $12.0 million. Since January 31, 2002, total borrowed debt decreased by
$83.2 million.
At January 31, 2003, we had $122.0 million outstanding under our $250 million
senior unsecured revolving credit facility. We also have issued letters of
credit of $15.5 million under this facility. In addition, we had $213.9
million of 10% Senior Subordinated Notes due 2009. Also outstanding at
January 31, 2003, were other various senior notes totaling $204.5 million,
$5.0 million under an unsecured and uncommitted bank line of credit, and
revenue bonds of $14.5 million. As of January 31, 2003, we have $122.5
Page 9
million available under our bank lines of credit. Our financing arrangements
require us to be in compliance with certain financial covenants, including
minimum net worth, short- and long-term borrowing ratio, current ratio and
fixed charge coverage ratio requirements and restrict our payment of
dividends. The company was in compliance with such covenants as amended or
waived at January 31, 2003.
For the quarter ended January 31, 2003, we obtained a limited waiver from the
holders of senior notes with respect to compliance with the January 31, 2003
covenants that require us to maintain a specified ratio of net income
available for fixed charges to fixed charges. We continue to have amendments
reducing the coverage requirements on other senior notes through the quarter
ending April 30, 2003. As a result of amendments to certain senior notes
obtained in 1999, we continue to pay an additional 0.75% per annum over the
original note coupon rates until an investment grade credit rating is obtained
for our unsecured debt.
Net cash provided by operations was $30.3 million in the first fiscal quarter
2003, and net cash used for operations was $1.5 million for the first fiscal
quarter 2002. The increase was primarily due to an increase in earnings.
Net cash used for investing was $9.5 million in the first fiscal quarter 2003
and $11.2 million in the first fiscal quarter 2002.
Our capital expenditures, including timberland acquisitions, were $9.8 million
in the first fiscal quarter 2003 and $13.9 million in the first fiscal quarter
2002. Capital expenditures are expected to be approximately $43 million for
fiscal year 2003, including expenditures for timberland acquisitions, plant
and equipment maintenance and improvements and environmental compliance.
Net cash used for financing was $20.8 million in the first fiscal quarter 2003
and net cash provided by financing was $12.7 million for the first fiscal
quarter 2002. This was the result of our decreasing total borrowed debt
during the first fiscal quarter 2003 by $14.7 million.
Each quarter we determine the amount of our dividend based on, among other
things, operating results, current market conditions and debt levels. Cash
dividends were not paid in first fiscal quarter of 2003. During first fiscal
quarter 2002, we declared and paid $0.03 per share in the aggregate amount of
$1.5 million.
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.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements, including statements
concerning anticipated pricing and market conditions for the company's
products, energy and certain raw materials; expected costs and results of
planned capital expenditure projects; results of our business process
improvement initiatives; and anticipated cost of and availability of resources
for operations, debt payment obligations and capital expenditures.
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
Page 10
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
We generally do not engage in commodity, currency or interest rate hedging
arrangements or engage in transactions involving derivatives, but we have
entered into two interest rate swaps to obtain a lower effective interest rate
on our borrowings. See Note 2 to our financial statements for a more detailed
discussion of our interest rate swaps. 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. 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. If the weighted average interest rate on our
variable rate debt increased by 1.0% per annum, our annual interest expense
would increase by $2.1 million based on our outstanding debt as of January 31,
2003.
ITEM 4. CONTROLS AND PROCEDURES
We maintain a system of controls and procedures designed to provide reasonable
assurance as to the reliability of the financial statements and other
disclosures included in this quarterly report. Within 90 days before the
filing of this quarterly report, we performed an evaluation, under the
supervision and with the participation of our management, including our Chief
Executive Officer and Senior Vice President-Finance, of the effectiveness of
the design and operation of our disclosure controls and procedures. Based on
that evaluation, our management, including our Chief Executive Officer and
Senior Vice President-Finance, concluded that the disclosure controls and
procedures were effective, in all material respects, in timely alerting them
to material information relating to us, and our consolidated subsidiary, that
is required to be included in our periodic reports filed pursuant to the
Securities Exchange Act of 1934. There have been no significant changes in
our internal controls or in other factors which could significantly affect
internal controls subsequent to the date we carried out our evaluation.
Our Chief Executive Officer and Senior Vice President-Finance do not expect
that our disclosure controls or our internal controls will prevent all error
and all fraud. A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of
the system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance
that we have detected all our control issues and instances of fraud, if any.
The design of any system of controls also is based partly on certain
assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions.
Page 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In January 2003, we were named as one of three corporate defendants in an
asbestos related case in King County, Washington. The plaintiff alleges that
he was injured through exposure to asbestos on our premises during the period
from 1959 to 1964. The case is in the discovery stage. We do not believe
that this claim will have a material financial impact on us.
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.
The annual Meeting of Shareholders of Longview Fibre Company was
held on January 28, 2003 at which time three Class I directors
were elected.
CLASS I DIRECTORS
(Terms to Expire in 2006) Votes Cast
For Withheld
David A. Wollenberg 38,925,094 4,138,387
David L. Bowden 32,488,235 10,575,246
Richard H. Wollenberg 32,464,404 10,600,077
CLASS II DIRECTORS
(Terms to Expire in 2004)
Robert E. Wertheimer
Lisa J. McLaughlin
John R. Kretchmer
CLASS III DIRECTORS
(Terms to Expire in 2005)
Richard P. Wollenberg
Robert B. Arkell
M. Alexis Dow
Michael C. Henderson
ITEM 5. OTHER INFORMATION.
Nothing to report.
Page 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits required to be filed by Item 601 of Regulation S-K:
The Exhibits to this report on Form 10-Q are listed on the
accompanying Exhibit Index.
(b) Reports of Form 8-K - Nothing to report.
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)
L. J. McLAUGHLIN 03/12/03
L. J. McLAUGHLIN
Senior Vice President-Finance,
Secretary and Treasurer
A. G. HIGGENS 03/12/03
A. G. HIGGENS
Assistant Treasurer
Page 13
302 CERTIFICATIONS:
I, R.H. 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 a 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;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
R. H. WOLLENBERG 3/12/03
R. H. WOLLENBERG,
President and Chief Executive Officer
Page 14
I, L.J. McLaughlin, 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 a 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;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
L. J. McLAUGHLIN 3/12/03
L. J. McLAUGHLIN,
Senior Vice President-Finance,
Secretary and Treasurer
Page 15
EXHIBIT INDEX
Exhibit No. Description
99.1 Certification Pursuant to 18 U.S.C. Section 1350 dated
March 12, 2003 signed by R. H. Wollenberg,
President and Chief Executive Officer.
99.2 Certification Pursuant to 18 U.S.C. Section 1350 dated
March 12, 2003 signed by L. J. McLaughlin,
Sr. Vice President-Finance, Secretary and Treasurer.
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