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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2003

 

OR

 

¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

Commission File No. 1-7852

 

POPE & TALBOT, INC.

 

Delaware   94-0777139
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)
1500 S.W. 1st Ave., Portland, Oregon   97201
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:    (503) 228-9161

 

NONE

Former name, former address and former fiscal year, if changed since last report.

 

Indicate by checkmark 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 þ    No ¨

 

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ    No ¨

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the close of the latest practicable date.

 

Common stock, $1 par value—15,641,851 shares as of July 28, 2003.

 


 


Table of Contents
     Page
No.


PART I.    FINANCIAL INFORMATION     

ITEM 1.    Financial Statements:

    

Consolidated Balance Sheets—June 30, 2003 and December 31, 2002

   3

Consolidated Statements of Operations—Three and Six Months Ended June 30, 2003
and 2002

   4

Consolidated Statements of Cash Flows—Six Months Ended June 30, 2003 and 2002

   5

Notes to Condensed Consolidated Financial Statements

   6

ITEM 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

   14

ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk

   24

ITEM 4.    Controls and Procedures

   24
PART II.    OTHER INFORMATION     

ITEM 1.    Legal Proceedings

   25

ITEM 2.    Changes in Securities and Use of Proceeds

   *

ITEM 3.    Defaults Upon Senior Securities

   *

ITEM 4.    Submission of Matters to a Vote of Security Holders

   25

ITEM 5.    Other Information

   *

ITEM 6.    Exhibits and Reports on Form 8-K

   26

SIGNATURES

   27

*   Omitted since no answer is called for, answer is in the negative or inapplicable.

 

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PART I.    FINANCIAL INFORMATION

 

ITEM 1.    Financial Statements

 

POPE & TALBOT, INC.

 

CONSOLIDATED BALANCE SHEETS

 

(Unaudited)

 

    

June 30,

2003


    December 31,
2002


 
     (thousands)  
ASSETS             

Current assets:

                

Cash and cash equivalents

   $ 4,819     $ 4,240  

Short-term investments

     101       101  

Accounts receivable

     65,191       59,540  

Inventories

     99,864       93,319  

Prepaid expenses

     6,895       6,465  

Deferred income taxes

     3,896       4,053  
    


 


Total current assets

     180,766       167,718  

Properties:

                

Plant and equipment

     661,195       597,864  

Accumulated depreciation

     (339,490 )     (300,927 )
    


 


       321,705       296,937  

Land and timber cutting rights

     8,082       7,410  
    


 


Total properties, net

     329,787       304,347  

Other assets:

                

Deferred income tax assets, net

     15,282       13,081  

Prepaid pension costs

     8,780       9,351  

Other

     9,507       9,891  
    


 


Total other assets

     33,569       32,323  
    


 


     $ 544,122     $ 504,388  
    


 


LIABILITIES AND STOCKHOLDERS’ EQUITY             

Current liabilities:

                

Current portion of long-term debt

   $ 5,228     $ 26,824  

Accounts payable

     52,397       43,236  

Accrued payroll and related taxes

     18,542       17,173  

Other accrued liabilities

     16,648       20,783  
    


 


Total current liabilities

     92,815       108,016  

Long-term liabilities:

                

Long-term debt, net of current portion

     246,212       205,922  

Other long-term liabilities

     54,548       46,598  
    


 


Total long-term liabilities

     300,760       252,520  

Stockholders’ equity:

                

Common stock

     17,208       17,207  

Additional paid-in capital

     68,059       68,014  

Retained earnings

     91,961       108,901  

Accumulated other comprehensive income (loss)

     (2,115 )     (25,718 )

Common stock held in treasury, at cost

     (24,566 )     (24,552 )
    


 


Total stockholders’ equity

     150,547       143,852  
    


 


     $ 544,122     $ 504,388  
    


 


 

The accompanying notes to consolidated financial statements are an integral part of these statements.

 

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POPE & TALBOT, INC.

 

CONSOLIDATED STATEMENT OF OPERATIONS

 

(Unaudited)

 

    

Three months ended

June 30,


  

Six months ended

June 30,


 
     2003

    2002

   2003

    2002

 
     (thousands except per share)  

Revenues:

                               

Pulp

   $ 82,551     $ 88,639    $ 175,943     $ 160,455  

Wood Products

     57,894       55,280      112,728       108,967  
    


 

  


 


Total

     140,445       143,919      288,671       269,422  

Costs and expenses:

                               

Cost of sales:

                               

Pulp

     81,350       90,840      171,560       170,829  

Wood Products

     59,467       42,036      116,742       86,285  

Selling, general and administrative

     4,650       6,457      11,542       12,823  
    


 

  


 


       145,467       139,333      299,844       269,937  
    


 

  


 


Operating income (loss)

     (5,022 )     4,586      (11,173 )     (515 )

Interest expense, net

     5,440       3,919      10,703       7,809  
    


 

  


 


Income (loss) before income taxes

     (10,462 )     667      (21,876 )     (8,324 )

Income tax provision (benefit)

     (3,671 )     407      (7,438 )     (2,830 )
    


 

  


 


Net income (loss)

   $ (6,791 )   $ 260    $ (14,438 )   $ (5,494 )
    


 

  


 


Basic and diluted net income (loss) per share

   $ (.43 )   $ .02    $ (.92 )   $ (.35 )
    


 

  


 


 

 

 

The accompanying notes to consolidated financial statements are an integral part of these statements.

 

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POPE & TALBOT, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Unaudited)

 

    

Six months ended

June 30,


 
     2003

    2002

 
     (thousands)  

Cash flow from operating activities:

                

Net loss

   $ (14,438 )   $ (5,494 )

Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities

                

Depreciation and amortization

     18,957       17,925  

Gain on sale of property and equipment

     (1,102 )     —    

Deferred tax provision

     (7,116 )     (6,297 )

Noncash lumber import duties

     —         (15,567 )

Decrease (increase) in working capital:

                

Accounts receivable

     (1,561 )     (8,190 )

Inventories

     4,979       13,865  

Prepaid expenses and other assets

     1,530       4,238  

Accounts payable and accrued liabilities

     (2,294 )     3,524  

Other, net

     (2,810 )     4,690  
    


 


Net cash provided by (used for) operating activities

     (3,855 )     8,694  

Cash flow from investing activities:

                

Proceeds from maturities of short-term investments

     —         (1 )

Capital expenditures

     (7,548 )     (7,415 )

Proceeds from sale of property and equipment

     1,219       28  
    


 


Net cash used for investing activities

     (6,329 )     (7,388 )

Cash flow from financing activities:

                

Proceeds from long-term debt

     21,502       8,000  

Repayment of long-term debt

     (8,268 )     (14,977 )

Exercise of stock options

     32       141  

Cash dividends

     (2,503 )     (4,687 )
    


 


Net cash provided by (used for) financing activities

     10,763       (11,523 )
    


 


Increase (decrease) in cash and cash equivalents

     579       (10,217 )

Cash and cash equivalents at beginning of period

     4,240       18,463  
    


 


Cash and cash equivalents at end of period

   $ 4,819     $ 8,246  
    


 


 

 

The accompanying notes to consolidated financial statements are an integral part of these statements.

 

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POPE & TALBOT, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

June 30, 2003

 

(Unaudited)

 

1.    Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Effective income tax rates for interim periods are based on the current best estimate of taxable earnings for the full year. This rate is applied to year-to-date income or loss at the end of each quarter. Results for the first six months of the year may not necessarily be indicative of the results that may be expected for the full year.

 

The balance sheet at December 31, 2002 was derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. Certain reclassifications have been made to the balance sheet at December 31, 2002 to conform to the current year’s presentation. These interim financial statements should be read in conjunction with the consolidated financial statements and footnotes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.

 

Accounting Pronouncements Implemented

 

In August 2001, the FASB issued SFAS No. 143, “Accounting for Obligations Associated with the Retirement of Long-Lived Assets.” SFAS No. 143, effective January 1, 2003, addresses financial accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. Under the new statement, the Company is required to record the fair value of a liability (discounted) for an asset retirement obligation in the period in which it is incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over the expected useful life of the asset. This statement changed the Company’s accounting for landfill closure costs and reforestation liabilities.

 

Accordingly, as of January 1, 2003, the Company adjusted the carrying value of liabilities, previously recorded on a non-discounted basis, for reforestation and certain landfill closure costs and recorded liabilities (discounted) and the associated asset and accumulated depreciation for landfill closure costs not previously accrued. The increase to total properties, net of accumulated depreciation was $.3 million and the net increase to total liabilities was $.5 million. The cumulative effect of adopting this standard was not material to the Company’s results of operations and the net impact was included in cost of goods sold in the first quarter of 2003. Revisions to the liabilities could occur due to changes in the estimated amount or timing of estimated expenditures, or possible new governmental regulations affecting these liabilities.

 

2.    Net Income (Loss) Per Share

 

The computation of basic earnings per share is based on net income or loss and the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the assumed issuance of common stock equivalents related to dilutive stock options and restricted stock awards. The computation of diluted earnings per share does not assume conversion or exercise of securities that would have an antidilutive

 

6


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POPE & TALBOT, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

June 30, 2003

 

(Unaudited)

 

effect on earnings per share. In the table below, the effect of stock plans on diluted net income (loss) per share was either antidilutive or not significant.

 

The following table summarizes the computation of diluted net income (loss) per share:

 

    

Three months ended

June 30,


  

Six months ended

June 30,


 
     2003

    2002

   2003

    2002

 
     (thousands except per share)  

Weighted average shares outstanding

     15,621       15,605      15,619       15,601  

Effect of stock plans

     —         166      —         —    
    


 

  


 


Weighted average shares outstanding

     15,621       15,771      15,619       15,601  
    


 

  


 


Net income (loss)

   $ (6,791 )   $ 260    $ (14,438 )   $ (5,494 )
    


 

  


 


Basic and diluted net income (loss) per common share

   $ (.43 )   $ .02    $ (.92 )   $ (.35 )
    


 

  


 


 

Certain Company stock options were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of the common shares, or the impact of their inclusion would be antidilutive. Such stock options, with prices ranging from $5.25 to $30.38 per share, averaged 1,632,000 and 535,000 for the three months ended June 30, 2003 and 2002, respectively and 1,578,000 and 1,470,000 for the six months ended June 30, 2003 and 2002, respectively.

 

In December 2002, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of FASB Statement No. 123.” This statement provided alternative methods of transition for a voluntary change from the intrinsic value method of accounting for stock-based employee compensation to the fair value method.

 

The Company continues to use the intrinsic value method under APB Opinion No. 25 and related interpretations to account for stock-based employee compensation. Under this method, no compensation expense related to stock options has been recognized in the Statement of Operations for the periods presented. The table below provides the pro forma disclosures as if the Company had adopted the fair value method for all stock-based compensation.

 

    

Three months ended

June 30,


   

Six months ended

June 30,


 
     2003

    2002

    2003

    2002

 
     (thousands except per share)  

Net income (loss), as reported

   $ (6,791 )   $ 260     $ (14,438 )   $ (5,494 )

Stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects

     (177 )     (112 )     (291 )     (298 )
    


 


 


 


Pro forma net income (loss)

   $ (6,968 )   $ 148     $ (14,729 )   $ (5,792 )
    


 


 


 


Basic and diluted net income (loss) per share:

                                

As reported

   $ (.43 )   $ .02     $ (.92 )   $ (.35 )

Pro forma

   $ (.45 )   $ .01     $ (.94 )   $ (.37 )

 

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POPE & TALBOT, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

June 30, 2003

 

(Unaudited)

 

The Company has followed the practice of using treasury stock to fulfill its obligations under its stock option plans. When stock is issued pursuant to a stock option plan, the difference between the exercise price and the cost of treasury shares is recorded as an increase or decrease to additional paid-in capital.

 

To calculate stock-based employee compensation expense under SFAS 123, the Company estimated the fair value of each option grant on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2003 and 2002, respectively: risk-free interest rates of 3.4 and 4.7 percent; dividend yields of 4.1 and 4.3 percent; and expected volatility of 46 percent for both periods. Expected option lives of six years were assumed.

 

3.    Inventories

 

    

June 30,

2003


    December 31,
2002


 
     (thousands)  

Pulp

   $ 34,361     $ 26,774  

Lumber

     19,621       15,171  

Saw logs

     12,366       22,014  

Pulp logs, chips and sawdust

     13,634       11,784  

Chemicals and supplies

     21,530       18,880  

LIFO reserve

     (1,648 )     (1,304 )
    


 


     $ 99,864     $ 93,319  
    


 


 

Interim LIFO calculations require the estimation of the Company’s year-end inventory quantities and costs. These estimates are revised quarterly and the estimated incremental change in the LIFO inventory reserve is expensed over the remainder of the year. The portion of inventories determined using the last-in, first-out (LIFO) method aggregated $22.7 million and $19.9 million using the average cost method, which approximates the FIFO basis, at June 30, 2003 and December 31, 2002, respectively.

 

4.    Income taxes

 

Management believes that the Company will have sufficient future U.S. taxable income from tax planning strategies to make it more likely than not that the net operating loss deferred tax asset will be realized. In making this assessment, management has considered the cyclical nature of its business, the relatively long expiration period of net operating losses and the ability to utilize certain tax planning strategies if a net operating loss were to otherwise expire. The realization of the asset is not assured and could be reduced in the future if estimates of future taxable income during the carryforward period are reduced.

 

5.    Debt

 

In June 2003, the Company consolidated its $110.0 million Canadian revolving bank line of credit and its $35.0 million Canadian term loan due June 2003 into two 364-day extendable revolving credit facilities. The maximum borrowings under one line totals $95.0 million Canadian (approximately $70.0 million U.S.) and is convertible into a two-year term loan upon expiration of the revolving credit provisions. The other line provides $55.0 million Canadian (approximately $40.5 million U.S.) of revolving borrowings and is convertible into a

 

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POPE & TALBOT, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

June 30, 2003

 

(Unaudited)

 

one-year term loan upon expiration of the revolving credit provisions. The restructured lines, expiring June 2004 and secured by the Mackenzie mill site and certain inventory and accounts receivable, increased the Company’s line availability by approximately $15.0 million Canadian (approximately $11.0 million U.S.).

 

The Company’s $15.0 million revolving credit facility with a U.S. bank, scheduled to expire in June 2003, was extended to September 2003. At June 30, 2003, the Company had no borrowings under this line. The line, secured by accounts receivable, is convertible into a one-year term loan upon expiration of the revolving credit provisions.

 

6.    Comprehensive Income (Loss)

 

Comprehensive income (loss) measures all changes in equity, including net income (loss), of the Company that result from recognized transactions and other economic events other than transactions with shareholders. Comprehensive income (loss) was as follows:

 

    

Three months ended

June 30,


   

Six months ended

June 30,


 
     2003

    2002

    2003

    2002

 
     (thousands)  

Accumulated other comprehensive income (loss)

                                

Foreign currency translation adjustment

   $ 13,263     $ 8,985     $ 23,603     $ 8,719  

Change in unrealized loss on cash flow hedging derivatives, net of tax

     —         (147 )     —         1,140  
    


 


 


 


Total

     13,263       8,838       23,603       9,859  

Net income (loss)

     (6,791 )     260       (14,438 )     (5,494 )
    


 


 


 


Comprehensive income

   $ 6,472     $ 9,098     $ 9,165     $ 4,365  
    


 


 


 


 

7.    Segment Information

 

The Company classifies its business into two operating segments: Pulp and Wood Products. A reconciliation of the totals reported for the operating segments to the corresponding amount in the Consolidated Statement of Operations was as follows:

 

    

Three months ended

June 30,


   

Six months ended

June 30,


 
     2003

    2002

    2003

    2002

 

Income (loss) before income taxes

                                

Pulp

   $ (2,060 )   $ (4,689 )   $ (1,878 )   $ (15,409 )

Wood Products

     (2,664 )     12,171       (6,314 )     20,495  
    


 


 


 


Total operating segments

     (4,724 )     7,482       (8,192 )     5,086  

General Corporate

     (298 )     (2,896 )     (2,981 )     (5,601 )

Interest expense, net

     (5,440 )     (3,919 )     (10,703 )     (7,809 )
    


 


 


 


     $ (10,462 )   $ 667     $ (21,876 )   $ (8,324 )
    


 


 


 


 

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POPE & TALBOT, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

June 30, 2003

 

(Unaudited)

 

8.    Legal Matters and Contingencies

 

The Company is a party to legal proceedings and environmental matters generally incidental to its business. Although the final outcome of any legal proceeding or environmental matter is subject to many variables and cannot be predicted with any degree of certainty, the Company presently believes that the ultimate outcome resulting from these proceedings and matters would not have a material effect on the Company’s current financial position or liquidity; however, in any given future reporting period such proceedings or matters could have a material effect on results of operations.

 

The Forestry Revitalization Plan

 

In March 2003, the Government of British Columbia (Crown) introduced the Forestry Revitalization Plan (Plan) that provides for significant changes to Crown forest policy and to the existing allocation of Crown timber tenures to licensees. The changes prescribed in the Plan include: the elimination of minimum cut control regulations, the elimination of existing timber processing regulations, and the elimination of restrictions limiting the transfer and subdivision of existing licenses. In addition, the Crown has legislated that licensees, including the Company, will be required to return to the Crown 20 percent of their total allowable annual cut over 200,000 cubic meters (which would result in an approximately 16 percent decrease in the Company’s allowable annual cut). The Plan states that approximately half of this volume will be redistributed to open up opportunities for woodlots, community forests and First Nations and the other half will be available for public auction. The Crown has stated that licensees will be fairly compensated for lost harvesting rights and improvements on Crown land, such as roads and bridges. The Minister of Forests has three years from March 31, 2003 to determine reductions to a licensee’s allowable annual cut and the amount of related compensation. The Company will record the compensation to be received by it under the Plan at the time the amount to be recorded is estimable. The Company cannot predict what effect, if any, implementation of the Plan will have on the cost or supply of logs to its Canadian sawmills or the cost or supply of chips and sawdust to its Canadian pulp mills.

 

Import Duties

 

Approximately 80 percent of the Company’s current lumber capacity is located in British Columbia, Canada. Between April 1996 and April 2001, exporters of softwood lumber from Canada to the U.S. were subject to tariffs on lumber volumes in excess of defined tariff-free volumes under the Canada-U.S. Softwood Lumber Agreement (SLA). Upon expiration of the SLA on April 1, 2001, petitions for the imposition of antidumping duties (ADD) and countervailing duties (CVD) on softwood lumber from Canada were filed with the U.S. Department of Commerce (DOC) and the U.S. International Trade Commission (ITC), by certain U.S. industry and trade groups. In response to the petitions, the ITC conducted a preliminary injury investigation and on May 16, 2001, determined that there was a reasonable indication that the lumber industry in the United States was threatened with material injury by reason of softwood lumber imports from Canada.

 

On August 9, 2001, the DOC issued its preliminary determination on the CVD and imposed a preliminary duty rate of 19.31 percent to be posted by cash deposits or bonds on sales of softwood lumber to the U.S. on or after August 17, 2001. The DOC also made a preliminary determination that certain circumstances existed which would have resulted in duties on sales of softwood lumber applying retroactively to May 19, 2001 (Critical Circumstances). The preliminary duty rate of 19.31 percent was suspended on December 15, 2001, 120 days after the preliminary determination, in accordance with U.S. law.

 

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POPE & TALBOT, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

June 30, 2003

 

(Unaudited)

 

On October 31, 2001, the DOC issued its preliminary determination on the ADD and imposed a company-specific preliminary duty rate on six companies reviewed ranging from 5.94 percent to 19.24 percent. All other companies, including Pope & Talbot’s Canadian subsidiary, received the weighted average rate of the six companies of 12.58 percent. The preliminary ADD rate applied to all shipments of softwood lumber made to the U.S. on or after November 6, 2001. The DOC did not find Critical Circumstances in its preliminary ADD ruling and, therefore, did not assess those duties retroactively.

 

On March 22, 2002, the DOC announced revised import duty rates of 19.34 percent and 9.67 percent, respectively in the CVD and ADD cases. The DOC also determined that there would be no retroactive application of the CVD prior to August 17, 2001. In May 2002, the ITC finalized its ruling on the imposition of ADD and CVD on softwood lumber from Canada, and based on the DOC’s final determination of ADD and CVD rates, the Company is currently subject to a combined import duty rate of 27.22 percent, effective May 22, 2002.

 

The Company’s 2003 second quarter and year-to-date results included duty costs of $6.9 million and $13.4 million, respectively. Based on the lumber import duty rates in effect at the time and the impact of DOC’s actions with respect to duty rates and time period applicability, the Company’s 2002 second quarter and year-to-date results included net reversals of $10.1 million and $14.4 million, respectively, of lumber import duties.

 

Beginning in June 2003, and annually thereafter for a total of five years, the DOC will conduct reviews to determine whether Canada continued to subsidize softwood logs and whether the Canadian companies including the Company’s Canadian subsidiary, engaged in dumping and, if so, the appropriate CVD and ADD rates to impose. Beginning in the second quarter of 2007, both the CVD and ADD orders will be automatically reviewed in a “sunset” proceeding to determine whether dumping or a countervailing subsidy would be likely to continue or recur.

 

The federal and provincial governments in Canada have moved for appellate review by panels under the North American Free Trade Agreement (NAFTA) and the World Trade Organization (WTO) with respect to the CVD findings. The ITC’s final ruling is subject to further reviews by panels of the WTO and under NAFTA, and it is possible that the lumber import duties may change as a result of a negotiated settlement between the Canadian and U.S. governments. Any adjustments to the financial statements resulting from a change in duty rates will be made prospectively if such events occur.

 

Environmental Matters

 

The Company is currently participating in the investigation and environmental remediation of several sites where the Company currently conducts or previously conducted business. The ultimate costs to the Company for the investigation, remediation and monitoring of these sites cannot be predicted with certainty, due to the often unknown magnitude of the pollution or the necessary cleanup, the varying costs of alternative cleanup methods, the amount of time necessary to accomplish such cleanups and the evolving nature of cleanup technologies and governmental regulations. The Company has recognized liabilities for environmental remediation costs for these sites in amounts that it believes are probable and reasonably estimable. Remediation costs incurred are charged against the reserves. The Company has assumed it will bear the entire cost of remediation at these sites.

 

The Company is working with the Washington Department of Ecology (WDOE) to remediate the Company’s former mill site and surrounding area at Port Gamble, Washington. The Company is responsible for

 

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POPE & TALBOT, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

June 30, 2003

 

(Unaudited)

 

environmental remediation costs related to five landfills used by the Company that contain wood debris and industrial wastes. WDOE requested that the Company perform an investigation of sediments in the adjacent bay to determine the extent of wood waste accumulation. The Company completed the bay sediment characterization during 2002. The Company has submitted to WDOE closure plans for the landfills and, in the second quarter of 2003, submitted a bay sediment dredge and recovery plan. As of June 30, 2003, the five landfills have been closed and three of the landfills have received “no further action” letters from WDOE. The reserve balance for this site was $1.5 million at June 30, 2003, representing the low end of the range of estimated future remediation and monitoring costs at this site. Remediation costs charged to the reserve in the second quarter of 2003 totaled $.3 million and no other adjustments were made to the reserve. The Company expects the majority of the remaining remediation costs to be incurred in the second half of 2003 and expects to incur monitoring costs through 2013.

 

In June 2002, the Company was requested by Environment Canada, based on detection of environmental contamination in an effluent treatment pond at the Mackenzie pulp mill, to prepare a remediation plan for this pond. The environmental contamination occurred before the Company acquired the mill as a result of a manufacturing process that was discontinued at the mill in 1993. The Company is working with British Columbia’s Ministry of Land, Water and Air Protection to develop an appropriate remediation plan, with further site testing and engineering design feasibility studies to occur in the second half of 2003. No adjustments to the reserve were recorded in the first six months of 2003, and the reserve balance was $2.2 million at June 30, 2003.

 

In 1992, the Oregon Department of Environmental Quality (ODEQ), based on detection of creosote and hydrocarbon contamination, determined that a vacant industrial site in St. Helens, Oregon, formerly owned by the Company required further action. The Company is currently participating in the investigation phase of this site. The remediation reserve balance for this site was $3.7 million at June 30, 2003 and December 31, 2002, and represented the low end of the range of estimated future remediation and monitoring costs at this site. The reserve is for the estimated costs of soil and groundwater excavation and treatment, the capping and monitoring of surface water/sediment, and post remediation monitoring costs. The Company currently expects the majority of the remediation costs to be incurred in 2006, with post remediation monitoring costs to begin in 2007 and to continue for 15 to 20 years.

 

The Company tendered the defense of certain environmental claims to a number of insurance carriers that issued comprehensive general liability policies to the Company from the 1940’s to 1992. In 1995, the Company filed a declaratory judgment action to obtain a decision that the insurance carriers were obligated to defend the Company and indemnify it for any environmental liabilities incurred as a result of certain operations of the Company during that period. As of June 30, 2003, the Company has concluded settlements with these insurance carriers, primarily on a site-specific basis. In the second quarter of 2003, the Company collected $5.3 million in settlements concluded in the first six months of 2003.

 

Guarantees

 

In connection with the sale/leaseback of the Halsey pulp mill and its chlorine dioxide facility, the Company agreed to indemnify certain other participants in the financings against the loss, on an after-tax basis, of certain tax items, including Oregon pollution control tax credits. At June 30, 2003, the maximum potential future payments that could be required under these guarantees were $14.0 million, and the amount recorded as liabilities related to these guarantees was $8.7 million. The Company’s indemnity obligations with respect to these tax

 

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POPE & TALBOT, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

June 30, 2003

 

(Unaudited)

 

items continue while the relevant tax years of the indemnified parties remain open to audit; however, with respect to $10.6 million of the potential payments, the Company’s obligation expires if a claim for indemnity is not asserted on or before March 15, 2016.

 

In connection with the sale of a former business, the Company is secondarily liable for certain payments to a third party in the event the buyer fails to make such payments. The potential future liability, if any, cannot be estimated at this time. The Company has recorded no liability for this potential obligation.

 

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ITEM 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Results of Operations

 

Pope & Talbot, Inc. (the “Company”) lost $6.8 million in the second quarter of 2003, or $.43 loss per share, compared with net income of $.3 million, or $.02 per share, in the second quarter of 2002. The Company’s net loss year-to-date totaled $14.4 million, or $.92 loss per share, compared with a net loss of $5.5 million, or $.35 loss per share, for the sixth months ended June 30, 2002. Operating results for the three and six months ended June 30, 2003 were negatively affected by an appreciating Canadian dollar, which increased Canadian pulp and lumber manufacturing costs. Additionally, pulp production was lower than expected in the second quarter of 2003 and, after a series of pulp price increases through May of 2003, pulp prices began to fall at the end of the second quarter of 2003. Wood Products continued to be adversely affected by the lumber trade dispute between the U.S. and Canada and low lumber prices.

 

Included in the Company’s 2003 second quarter and year-to-date results were lumber import duty costs of $6.9 million and $13.4 million, respectively. The 2002 results included the positive impact of the net reversal of $10.1 million and $14.4 million, respectively, of lumber import duties. See Note 6 of Notes to Condensed Consolidated Financial Statements.

 

Selected Segment Data

 

     First
Quarter
2003


    Second Quarter

   

Six months ended

June 30,


 
       2003

    2002

    2003

    2002

 
     (thousands)  

Revenues

                                        

Pulp

   $ 93,392     $ 82,551     $ 88,639     $ 175,943     $ 160,455  

Wood Products

                                        

Lumber

     47,111       51,702       48,108       98,813       94,902  

Chips, logs and other

     7,723       6,192       7,172       13,915       14,065  
    


 


 


 


 


Total Wood Products

     54,834       57,894       55,280       112,728       108,967  
    


 


 


 


 


     $ 148,226     $ 140,445     $ 143,919     $ 288,671     $ 269,422  
    


 


 


 


 


Operating income (loss)

                                        

Pulp

   $ 182     $ (2,060 )   $ (4,689 )   $ (1,878 )   $ (15,409 )

Wood Products

     (3,650 )     (2,664 )     12,171       (6,314 )     20,495  
    


 


 


 


 


Total operating segments

     (3,468 )     (4,724 )     7,482       (8,192 )     5,086  

General Corporate

     (2,683 )     (298 )     (2,896 )     (2,981 )     (5,601 )
    


 


 


 


 


Operating income (loss)

   $ (6,151 )   $ (5,022 )   $ 4,586     $ (11,173 )   $ (515 )
    


 


 


 


 


Depreciation and amortization

                                        

Pulp

   $ 7,234     $ 6,961     $ 6,854     $ 14,195     $ 13,508  

Wood Products

     2,283       1,866       2,010       4,149       3,807  
    


 


 


 


 


Total operating segments

     9,517       8,827       8,864       18,344       17,315  

General Corporate

     302       311       316       613       610  
    


 


 


 


 


     $ 9,819     $ 9,138     $ 9,180     $ 18,957     $ 17,925  
    


 


 


 


 


 

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     First
Quarter
2003


    Second Quarter

   

Six months ended

June 30,


 
       2003

    2002

    2003

    2002

 
     (thousands)  

EBITDA(A)

                                        

Pulp

   $ 7,416     $ 4,901     $ 2,165     $ 12,317     $ (1,901 )

Wood Products

     (1,367 )     (798 )     14,181       (2,165 )     24,302  
    


 


 


 


 


Total operating segments

     6,049       4,103       16,346       10,152       22,401  

General Corporate

     (2,381 )     13       (2,580 )     (2,368 )     (4,991 )
    


 


 


 


 


     $ 3,668     $ 4,116     $ 13,766     $ 7,784     $ 17,410  
    


 


 


 


 


Lumber import duties

   $ 6,449     $ 6,901     $ (10,100 )   $ 13,350     $ (14,400 )
    


 


 


 


 


EBITDA—Adjusted for lumber import duties(B)

                                        

Pulp

   $ 7,416     $ 4,901     $ 2,165     $ 12,317     $ (1,901 )

Wood Products

     5,082       6,103       4,081       11,185       9,902  
    


 


 


 


 


Total operating segments

     12,498       11,004       6,246       23,502       8,001  

General Corporate

     (2,381 )     13       (2,580 )     (2,368 )     (4,991 )
    


 


 


 


 


     $ 10,117     $ 11,017     $ 3,666     $ 21,134     $ 3,010  
    


 


 


 


 


Pulp (metric tons)

                                        

Sales volume

     216,700       164,600       213,700       381,300       394,300  

Average price realization

   $ 431     $ 501     $ 415     $ 461     $ 407  

Lumber (thousand board feet)

                                        

Sales volume

     151,400       161,500       143,400       312,900       292,600  

Average price realization

   $ 311     $ 320     $ 335     $ 316     $ 324  

(A)   EBITDA equals net income (loss) before income taxes and interest expense, net plus depreciation and amortization, and is reconcilable to the Company’s net income (loss) using the depreciation and amortization numbers in the above table and interest expense, net and income taxes as indicated in the Consolidated Statement of Operations. The Company considers EBITDA to be a relevant and meaningful indicator of earnings performance commonly used by investors, financial analysts and others in evaluating companies in its industry and, as such, has provided this information in addition to the generally accepted accounting principle-based presentation of net income (loss).
(B)   EBITDA—Adjusted for lumber import duties is calculated by excluding lumber import duties from Wood Products and total EBITDA using the amounts in the table above. Given the significant variance in lumber import duties recorded in cost of sales for the periods presented, the Company believes a presentation of EBITDA excluding the impact of lumber import duties in each period is useful to enhance the reader’s overall understanding of the Company’s earnings performance on a comparable basis.

 

Pulp

 

Pulp generated an operating loss of $2.1 million in the second quarter of 2003, compared with an operating loss of $4.7 million in the second quarter of 2002 and operating income of $.2 million in the first quarter of 2003. EBITDA from Pulp for the second quarter of 2003 was $4.9 million, compared with $2.2 million in the second quarter of 2002 and $7.4 million in the first quarter of 2003.

 

Pulp generated an operating loss of $1.9 million in the first six months of 2003, compared with an operating loss of $15.4 million for the same period in 2002. EBITDA from Pulp for the first six months of 2003 was $12.3 million compared with ($1.9) million for the first six months of 2002.

 

Pulp revenues in the second quarter of 2003 totaled $82.6 million compared with $88.6 million in the same quarter of 2002 and $93.4 million in the first quarter of 2003. Pulp sales volume totaled 164,600 metric tons in

 

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the second quarter of 2003, compared with 213,700 metric tons in the second quarter of 2002 and 216,700 metric tons in the first quarter of 2003. The lower second quarter 2003 sales volume primarily reflected the impact of declining market pulp prices that began at the end of the second quarter. Year-to-date Pulp revenues were $175.9 million for 2003 and $160.5 million for 2002. Pulp sales volume in the first six months of 2003 totaled 381,300 metric tons compared with 394,300 metric tons in the same period of 2002.

 

According to Pulp & Paper Week, an industry trade publication, the average benchmark price of northern bleached softwood kraft (NBSK) pulp delivered into Northern Europe, was $553 per metric ton for the second quarter of 2003, compared with $457 and $478 per metric ton for the second quarter of 2002 and the first quarter of 2003, respectively. For the first six months of 2003 and 2002, the benchmark prices per metric ton averaged $516 and $455, respectively. The Company’s pulp sales price averaged $501 per metric ton in the second quarter of 2003, an increase of $86 per metric ton, or 21 percent, over the same period a year ago and $70 per metric ton, or 16 percent, over the first quarter of 2003.

 

Pulp cost of sales was $81.4 million in the second quarter of 2003, compared with $90.8 million in the same quarter of 2002 and $90.2 million in the first quarter of 2003. Pulp production totaled 181,900 metric tons in the second quarter of 2003, compared with 186,500 metric tons in the same quarter last year and 205,400 in the first quarter of 2003. In the second quarter of 2003, Harmac took 16 days of downtime for its planned annual maintenance. Lost production totaled approximately 22,300 metric tons.

 

The average cost per metric ton of pulp sold increased 16 percent in the second quarter of 2003 compared with the same quarter in 2002 and increased 19 percent compared with the first quarter of 2003. Pulp cost of sales in the second quarter of 2003 included a $1.8 million write-down of pulp inventories compared with a $.2 million write-down of inventories in the second quarter of 2002. The reductions to inventory reflect the excess of production costs over the anticipated net realizable value of period-end inventories. Another significant factor affecting the average cost per metric ton of pulp sold is the average Canadian to U.S. dollar exchange rate used to translate the results of operations of the Company’s Canadian subsidiaries. In the second quarter of 2003, the average exchange rate used to translate the Company’s Canadian subsidiaries’ cost of sales increased 11 percent compared with the rate used in the second quarter of 2002. The Company estimates that, using a constant currency translation rate, the average cost per metric ton of pulp sold would have increased eight percent in the second quarter of 2003 compared with the second quarter of 2002. This increase in average costs was primarily due to a temporary equipment failure at one of the pulp mills in the 2003 second quarter, which reduced total pulp production in the quarter.

 

Year-to-date cost of pulp sales was $171.6 million compared with $170.8 million in the same period of 2002. Pulp production totaled 387,300 metric tons in the 2003 period compared with 382,100 metric tons in the 2002 period. The average cost per metric ton of pulp sold increased four percent in the first six months of 2003 compared with the same period in 2002. Also, included in cost of goods sold year-to-date in 2003 was a $.9 million gain on the sale of excess land at the Company’s Harmac pulp mill, recognized in the first quarter of 2003. The average Canadian to U.S. dollar translation rate used to translate the results of operations of the Company’s Canadian subsidiaries in the first six months of 2003 increased eight percent compared with the rate used in the same period of 2002. The Company estimates that, using a constant currency translation rate, the average cost per metric ton of pulp sold would have decreased two percent for the first six months of 2003 compared to the same period in 2002.

 

Wood Products

 

Operating income (loss) from Wood Products for the second quarter of 2003 was ($2.7) million, compared with $12.2 million in the second quarter of 2002 and ($3.7) million in the first quarter of 2003. EBITDA from Wood Products for the second quarters of 2003 and 2002 was ($.8) million and $14.2 million, respectively, compared with ($1.4) million in the first quarter of 2003. EBITDA, adjusted to eliminate the impact of lumber import duties in each period, was $6.1 million in the second quarter of 2003, compared with $4.1 million for the second quarter of 2002 and $5.1 million in the first quarter of 2003.

 

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Operating income (loss) from Wood Products for the first six months of 2003 was ($6.3) million, compared with $20.5 million for the same period in 2002. EBITDA from Wood Products for the 2003 period was ($2.2) million compared with $24.3 million for the 2002 period. EBITDA, adjusted to eliminate the impact of lumber import duties in each period, was $11.2 million in the first six months of 2003, compared with $9.9 million for the first six months 2002.

 

Wood Products revenues, including lumber, log and chip sales, in the second quarter of 2003 totaled $57.9 million compared with $55.3 million in the same quarter of 2002 and $54.8 million in the first quarter of 2003. Lumber sales volumes of 161.5 million board feet in the second quarter of 2003 were up 13 percent compared with 143.4 million board feet the same quarter a year ago and up seven percent from 151.4 million board feet in the first quarter of 2003. Year-to-date Wood Products revenues, including lumber, log and chip sales, were $112.7 million in 2003 compared with $109.0 million in the same period of 2002. Lumber sales volumes of 312.9 million board feet in the 2003 period were up seven percent compared with 292.6 million board feet in the 2002 period.

 

According to Random Lengths, an industry trade publication, lumber prices in the U.S., as measured by the composite price index for western spruce/pine/fir 2x4 lumber, averaged $247 per thousand board feet for the second quarter of 2003 compared with $263 per thousand board feet for the second quarter of 2002 and $214 for the first quarter of 2003. For the first six months of 2003 and 2002, these lumber prices averaged $231 and $266, respectively. The Company’s average lumber sales price of $320 per thousand board feet in the current quarter was down four percent compared with $335 in the second quarter of last year and up three percent compared with $311 in the first quarter of 2003.

 

Cost of sales for Wood Products in the second quarter of 2003 was $59.5 million, compared with $42.0 million in the second quarter of 2002 and $57.3 million in the first quarter of 2003. Included in cost of sales for Wood Products in the second quarter of 2002 was the net reversal of lumber import duties of $10.1 million. Lumber production totaled 157.6 million board feet in the second quarter of 2003, compared with 150.6 million board feet in the same quarter of last year and 165.9 million board feet in the first quarter of 2003.

 

The average cost per thousand board feet of lumber sold was 26 percent higher in the second quarter of 2003 compared with the same quarter of 2002, primarily due to the $17.0 million variance in lumber import duties quarter-to-quarter. Excluding the impact of lumber import duties from both periods, the average cost per thousand board feet of lumber sold decreased 10 percent. Using a constant currency translation rate for both periods, the average cost per thousand board feet of lumber sold (excluding the impact of lumber import duties) would have decreased 17 percent in the second quarter of 2003 compared with the second quarter of 2002, primarily due to lower log and logging costs.

 

For the first six months of 2003, cost of sales for Wood Products was $116.7 million compared with $86.3 million in the first six months of 2002. Included in the cost of sales for Wood Products in the 2002 period was the net reversal of lumber import duties of $14.4 million. Lumber production totaled 323.5 million board feet in the first six months of 2003, compared with 309.2 million board feet in the same period of 2002. The average cost per thousand board feet of lumber sold was 27 percent higher in the first six months of 2003, compared with the same period of 2002, primarily due to the $27.8 million variance in lumber import duties period-to-period. Excluding the impact of lumber import duties from both periods, the average cost per thousand board feet of lumber sold decreased four percent, primarily due to lower log and logging costs. Using a constant currency translation rate (excluding the impact of lumber import duties), the average cost per thousand board feet of lumber sold would have decreased nine percent for the first six months of 2003, compared with the same period in 2002.

 

Selling, General and Administrative Expenses, Interest Expense, net and Income Taxes

 

Selling, general and administrative expenses (SG&A) for the second quarter and the first six months of 2003 totaled $4.7 million and $11.5 million, respectively, compared with $6.5 million and $12.8 million in the same

 

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periods of 2002, respectively. Included in the second quarter 2003 SG&A expenses were $.4 million of additional costs associated with former diaper business facilities, $.4 million of bad debt reserves related to the insolvency of a pulp broker and increases in reserves for landfill closure costs at a former operating site and litigation claims totaling $.2 million. In addition, the Company arrived at a settlement in the second quarter of 2003 with the remaining insurance carrier that the Company had tendered the defense of certain environmental claims. The Company received $3.0 million in cash and recorded the settlement as a reduction to SG&A expenses.

 

Net interest expense for the second quarter and the first six months of 2003 totaled $5.4 million and $10.7 million, respectively, compared with $3.9 million and $7.8 million in the same periods of 2002, respectively. The increase in net interest expense in the 2003 periods compared with the 2002 periods was primarily due to the higher levels of borrowing and an increase in the average cost of borrowings.

 

The Company’s effective tax rates for the second quarter and the first six months of 2003 were 35 percent and 34 percent, respectively, compared with 61 percent and 34 percent for the same periods of 2002, respectively. Effective income tax rates for interim periods are based on the current best estimate of taxable earnings for the full year. This rate is applied to year-to-date income or loss at the end of each quarter. The Company’s effective tax rate fluctuates due to the sensitivity of the rate to changing income levels and the mix of domestic and foreign sources of income, and, therefore, the effective tax rate in subsequent interim periods of 2003 is subject to change.

 

Liquidity and Capital Resources

 

Operating Activities

 

During the first six months of 2003, net cash used for operating activities was $3.9 million compared with net cash provided by operating activities of $8.7 million in the first six months of 2002. In the first six months of 2003, changes in working capital included an increase in accounts receivable of $1.6 million, primarily due to higher pulp prices and higher lumber sales volumes. Inventories decreased $5.0 million mainly due to a reduction in saw logs partially offset by higher pulp and lumber inventories. Saw log inventories generally build in the winter months due to fewer logging restrictions and are reduced in the spring and summer months. Other changes in working capital items increased working capital $.8 million.

 

Significant changes in working capital in the first six months of 2002 included an increase in accounts receivable of $8.2 million, primarily due to increasing pulp sales volumes and rising market pulp prices. Inventories decreased $13.9 million due to the seasonal reduction in saw logs. Other changes in working capital items decreased working capital $7.8 million.

 

Investing Activities

 

The Company invested $7.5 million in capital projects in the first six months of 2003, although gross plant and equipment on the balance sheet increased by a much larger amount in the period due to the effect of the stronger Canadian dollar on the translated amounts of assets denominated in Canadian dollars. The Company estimates that total 2003 capital spending will approximate $15.0 million to $20.0 million. These capital projects relate primarily to upgrading of existing operations and include a limited number of relatively small, high-return projects. Capital expenditures for the first six months of 2002 totaled $7.4 million.

 

Included in property and equipment sales proceeds was the first quarter 2003 sale of twenty-two acres of excess land at the Company’s Harmac pulp mill site to an electric utility company for approximately $.9 million. The utility company plans to construct a power generating facility at the site.

 

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Financing Activities

 

At June 30, 2003, the long-term debt to total capitalization ratio was 62 percent compared with 59 percent at December 31, 2002. At June 30, 2003, the Company was in compliance with its debt covenants, including maximum leverage ratios, net worth tests, EBITDA and similar ratios related to interest coverage. The debt agreements related to the Company’s 8 3/8% debentures and senior notes do not contain any financial covenants. At June 30, 2003, Moody’s Investor Service rated the Company’s senior unsecured debt Ba3 with a stable outlook. On June 19, 2003, Standard & Poor’s Rating Services reaffirmed the Company’s corporate and senior unsecured debt ratings of BB and revised its outlook on the Company to negative from stable. The outlook revision reflected Standard & Poor’s concern that the protracted downturn in pulp and paper markets could prevent the Company’s credit measures from improving.

 

The Company expects to meet future cash requirements through cash generated from operations, existing cash balances and existing credit facilities and other capital resources. As of June 30, 2003, the Company had available approximately $68.4 million of borrowing capacity under its revolving lines of credit and $4.9 million of cash and cash equivalents. The Company’s ability to borrow under its revolving lines of credit at a particular point in time is subject to the availability of adequate collateral and compliance with existing financial covenants. Under the existing financial covenants, the Company was required to have borrowing capacity under its revolving lines of credit or excess cash totaling $25.0 million and therefore, the Company’s net borrowing capacity under its revolving lines of credit was $48.3 million at June 30, 2003.

 

In June 2003, the Company consolidated its $110.0 million Canadian revolving bank line of credit and its $35.0 million Canadian term loan due June 2003 into two 364-day extendable revolving credit facilities. The maximum borrowings under one line totals $95.0 million Canadian (approximately $70.0 million U.S.) and is convertible into a two-year term loan upon expiration of the revolving credit provisions. The other line provides $55.0 million Canadian (approximately $40.5 million U.S.) of revolving borrowings and is convertible into a one-year term loan upon expiration of the revolving credit provisions. The restructured lines, expiring June 2004 and secured by the Mackenzie mill site and certain inventory and accounts receivable, increased the Company’s line availability by approximately $15.0 million Canadian (approximately $11.0 million U.S.).

 

The Company’s $15.0 million revolving credit facility with a U.S. bank, scheduled to expire in June 2003, was extended to September 2003. At June 30, 2003, the Company had no borrowings under this line. The line, secured by accounts receivable, is convertible into a one-year term loan upon expiration of the revolving credit provisions.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. The Company’s management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the probable future resolution of the uncertainties increase, these judgments become even more subjective and complex. For information on critical accounting policies, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 and the information described below.

 

Reforestation

 

The Company estimates reforestation costs based on its substantial experience in reforestation in British Columbia under the Province’s Forest Practice Code. A significant portion of the reforestation costs occur during the first five years after harvest. The remaining costs are incurred until the harvested land is “free to grow,” generally seven to twelve years after initial planting. Whereas it is possible to reasonably estimate the costs of

 

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labor and materials required for reforestation activities, it is not possible to predict the impact of natural disasters, such as windstorms, droughts and forest fires, or the possibility of changes in the Province’s regulations. As of January 1, 2003, the Company adjusted the liability for reforestation costs to fair value. This adjustment required the Company to, in addition to projecting future cash expenditures, anticipate the effects of inflation and use an appropriate discount rate in the calculation of the liability. The fair value of this liability will be adjusted in the future as anticipated cash flows, inflation and discount rates fluctuate. Due to the numerous variables relating to the determination of this liability at its fair value, the estimate is subject to a level of uncertainty, and as additional information becomes known, the estimate may change.

 

Pension and Other Postretirement Benefits

 

At June 30, 2003, the Company had a prepaid pension cost asset of $8.8 million related to its U.S. pension plan. The Company uses a September 30 measurement date for plan assets and liabilities. If the fair value of plan assets (approximately $44.9 million at June 30, 2003) were to fall below the plan’s calculated accumulated benefit obligation (ABO) (estimated using the Company’s year-end 2002 discount rate of 6.75 percent to be approximately $40.0 million at June 30, 2003), this prepaid pension cost asset would be written off, net of taxes, by a direct charge to shareholders’ equity, with no impact on earnings or cash. The most significant variables that could cause this to occur are the actual return on plan assets and the discount rate used at September 30, 2003 to value plan liabilities. The U.S. stock market rose significantly in the second quarter of 2003, while interest rates in general have declined since September 30, 2002. For example, using a discount rate of 5.75 percent, the Company’s ABO at June 30, 2003 would be approximately $45.2 million. If the fair value of plan assets were to remain unchanged for the next three months of 2003, and if the ABO were to increase to an amount in excess of this asset value, and the Company chose not to make a cash contribution to plan assets at least equal to the difference between the ABO and the fair value of plan assets, then a charge of approximately $5.4 million (the projected prepaid pension cost asset at December 31, 2003, net of tax), plus the excess of the ABO over the fair value of plan assets, to reduce shareholders’ equity would be required.

 

Cautionary Statement Regarding Forward-Looking Information

 

Statements in this report that are not reported financial results or other historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on present information the Company has related to its existing business circumstances and involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from such forward-looking statements. Further, investors are cautioned that the Company does not assume any obligation to update forward-looking statements based on unanticipated events or changed expectations. In addition to specific factors that may be described in connection with any particular forward-looking statement, factors that could cause actual results to differ materially include (but are not limited to):

 

Cyclical Operating Results and Product Pricing

 

The Company’s financial performance depends primarily on the prices it receives for its products. Prices for both pulp and lumber products are highly cyclical and have fluctuated significantly in the past and may fluctuate significantly in the future. Increases or decreases in production capacity, increases or decreases in operating rates and changes in customer consumption patterns will cause changes in product prices. The economic climate of each region where the Company’s products are sold has a significant impact on the demand, and therefore the prices, for pulp and lumber. Changes in regional economies can cause fluctuation in prices and sales volumes and, as a result, directly affect the Company’s profitability and cash flows. The continued uncertainties in the economic conditions of the United States and other international markets could adversely affect the Company’s results of operations and cash flows. Any future downward fluctuation in prices could have a material adverse effect on the Company’s business, financial condition and results of operations. The amount of downtime that the Company’s mills take fluctuates based on changes in pricing and demand for its products.

 

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Competitive Markets

 

The Company’s products are sold primarily in the United States, Europe, Canada and Asia. The markets for the Company’s products are highly competitive on a global basis, with a number of major companies competing in each market with no company holding a dominant position. For both lumber and pulp, a large number of companies produce products that are reasonably standardized; therefore, the traditional basis for competition has been price. Other competitive factors are quality of product, reliability of supply and customer service. Because of greater resources, many of the Company’s competitors may be able to adapt more quickly to industrial changes or devote greater resources to the sale of the products. The Company cannot assure that it will be able to compete successfully against such competitors.

 

Fees on Lumber Imports into the United States

 

In May 2002, the ITC imposed a tariff on certain types of softwood lumber imported into the United States from Canada after determining that imports of certain types of softwood lumber from Canada threatened U.S. softwood lumber mill operators. Based on findings of the DOC regarding subsidies and dumping margins, the ITC’s decision subjects the Company’s imports of certain types of softwood lumber from Canada on or after May 22, 2002 to a total tariff of 27.22 percent which has had a material adverse effect on the Wood Products business result of operations. Panels under NAFTA and the World Trade Organization (WTO) are reviewing the ITC’s determination. However, the outcome or effect of such reviews, or if a settlement between the Canadian and U.S. governments may be reached, cannot be predicted.

 

Availability and Pricing of Raw Materials

 

Logs, wood chips and sawdust, the principal raw materials used in the manufacture of the Company’s products, are purchased in highly competitive, price-sensitive markets. These raw materials have historically exhibited price and demand cyclicality. Supply and price of these raw materials are dependent upon a variety of factors, many of which are beyond the Company’s control. Changes in the pricing of logs under British Columbia’s current stumpage system as the result of negotiations to resolve the U.S.-Canada lumber import duty issue could affect the cost of logs for our Canadian sawmills. Other factors include changing environmental and conservation regulations and natural disasters, such as forest fires, wind storms or other extreme weather conditions. A decrease in the supply of logs, wood chips and sawdust can cause higher raw material costs and, as a result, material fluctuations in the Company’s results of operations.

 

The Company’s Harmac pulp mill has a long-term fiber supply agreement with Weyerhaeuser that provides for 1.7 million cubic meters of fiber per year through 2019. The Company’s Mackenzie pulp mill purchases approximately 65 percent of its fiber requirements from sawmills also located in Mackenzie, British Columbia and operated by Slocan. Fiber is purchased at market or at prices determined under a formula intended to reflect market value of the fiber. The failure by Weyerhaeuser or Slocan to produce the required fiber pursuant to these contracts could have a material adverse effect on the Company as a whole. The Company has entered into arrangements with other independent fiber suppliers to provide fiber incremental to that provided by Weyerhaeuser and Slocan. There can be no assurance that the Company will be able to obtain an adequate supply of softwood fiber for its pulp operations.

 

British Columbia’s First Nations People’s Claims to British Columbia Land

 

The Company’s Canadian forest operations are primarily carried out on public forestlands under forest licenses. Many of these lands are subject to the constitutionally protected treaty or common law rights of the First Nations people of Canada. First Nations groups in British Columbia have made claims of ownership or interests in substantial portions of land in the Province and are seeking compensation from the government with respect to these claims. The Supreme Court of Canada has held that the First Nations groups have a spectrum of aboriginal rights in lands that have been traditionally used or occupied by their ancestors. The Court’s decision did not

 

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apply to any particular lands and was stated in general terms. The Court held that aboriginal rights and title are not absolute and may be infringed upon by government in furtherance of a legislative objective, including forestry, subject to meeting a justification test and being consistent with the fiduciary relationship between government and First Nations groups.

 

To address the claims of the First Nations groups, the governments of Canada and British Columbia instituted a negotiation process under the administration of a treaty commission. In July 2002, the voting public approved a referendum of principles for treaty making. This gave Provincial negotiators the authority to negotiate and make commitments on topics that are consistent with the referendum principles and for which current policies exist. Any settlements that may result from the negotiation process may involve a combination of cash and resources and grants of conditional rights to gather food on public lands and some rights of self-government. The effect of any treaties on timber tenure rights, including timber tenures of the Company, cannot be estimated at this time. The issues surrounding aboriginal rights and title are not likely to be resolved by the Canadian governments in the near future. A reduction in the timber supply could have a material adverse effect on the Company’s financial condition and results of operations.

 

The Forestry Revitalization Plan

 

In March 2003, the Government of British Columbia (Crown) introduced the Forestry Revitalization Plan (the “plan”) that provides for significant changes to Crown forest policy and to the existing allocation of Crown timber tenures to licensees. The changes prescribed in the Plan include: the elimination of minimum cut control regulations, the elimination of existing timber processing regulations, and the elimination of restrictions limiting the transfer and subdivision of existing licenses. In addition, the Crown has legislated that licensees, including the Company, will be required to return 20 percent of their replaceable tenure to the Crown. The Plan states that approximately half of this volume will be redistributed to open up opportunities for woodlots, community forests and First Nations and the other half will be available for public auction. The Crown has stated that licensees will be fairly compensated for lost harvesting rights and improvements on Crown land, such as roads and bridges. The Minister of Forests has three years from March 31, 2003 to determine reductions to a licensee’s allowable annual cut (AAC). The effect, if any, on the Company’s future supply and cost of logs, chips and sawdust to its Canadian operations cannot be determined at this time.

 

Environmental Regulations

 

The Company’s pulp and lumber operations are subject to a variety of national and local laws and regulations, many of which deal with the environment. These laws and regulations impose stringent standards on the Company’s operations regarding, among other things, air emissions, water discharges, use and handling of hazardous materials, use, handling and disposal of waste and remediation of environmental contamination. Changes in these laws or regulations have in the past, and could in the future, require the Company to make substantial expenditures in order to comply, which could have a material adverse effect on the Company’s business.

 

The British Columbia government has recently amended its regulations that had required all pulp mills in British Columbia to eliminate the discharge of chlorinated organic compounds by December 31, 2002. The Company’s mills in British Columbia already operate well within the new limits. However, there remains the possibility that parties opposed to the regulations will challenge them in court, which, if successful, could result in reinstatement of the requirement to eliminate the discharge of all chlorinated organic compounds. Such a result, which the Company considers to be highly unlikely, would cause substantially all of the chemical pulp mills in British Columbia, including the Company’s, to shut down, and would have a material adverse effect on the Company’s financial condition and results of operations.

 

Environmental Liabilities

 

The Company is currently participating in the investigation and remediation of environmental contamination at three sites on which it previously conducted business. In addition, the Company is working with the Ministry

 

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of Water, Land and Air Protection in British Columbia regarding environmental contamination at the Mackenzie mill. The Company may also be required to investigate and remediate environmental conditions at other sites if contamination, presently unknown to the Company, is discovered. The ultimate cost to the Company for site remediation and monitoring of these sites cannot be predicted with certainty due to the difficulties in estimating the ultimate cost of remediation and determining the extent to which contributions will be available from other parties. Expenditures that may be required in connection with these sites could have a material adverse effect on the Company’s business.

 

Exchange Rate Fluctuations

 

Although the Company’s sales are made primarily in U.S. dollars, a substantial portion of its operating costs and expenses are incurred in Canadian dollars. Significant variations in relative currency values, particularly a significant increase in the value of the Canadian dollar relative to the U.S. dollar, could adversely affect the Company’s results of operations and cash flows. A substantial portion of the Company’s pulp customer base is in Europe, Asia and other non-U.S. markets. As such, the value of the U.S. dollar as compared to foreign currencies directly affects the Company’s customers’ ability to pay and the Company’s relative competitive cost position with other regions’ pulps. Any significant exchange rate fluctuation could have a material adverse effect on the Company’s business, financial condition and results of operation. For example, a change in the Canadian to U.S. dollar translation rate from 1.41 to 1.40 would increase pre-tax cost of sales as measured in U.S. dollars by an estimated $2.9 million U.S. on an annual basis.

 

Net Operating Loss Tax Asset

 

Management believes that the Company will have sufficient future U.S. taxable income to use its net operating loss deferred tax asset. In making this assessment, management has considered the cyclical nature of its businesses, the relatively long expiration period of net operating losses and the ability to utilize certain tax planning strategies if a net operating loss were to otherwise expire. The realization of the deferred tax asset is not assured and could be reduced in the future if estimates of future taxable income during the carryforward period are reduced or the estimated benefits realizable from tax planning strategies are reduced.

 

Financial Leverage

 

The Company’s long-term debt as a percentage of total capitalization at June 30, 2003 was 62 percent. While the Company’s leverage level is not unusual for the forest products and pulp industries, this leverage, or higher leverage if the Company were to incur additional indebtedness, could have important consequences. For example, it could make it difficult to obtain any necessary future financing for working capital, capital expenditures, debt service requirements or other purposes. Higher levels of leverage may require a substantial portion of the cash flow from operations to satisfy debt payments, thereby reducing the Company’s ability to use cash flow to fund working capital, capital expenditures, development projects, acquisitions, dividends and other general corporate purposes. Higher leverage also limits flexibility in planning for, or reacting to, changes in business and increases vulnerability to a downturn in the business and general adverse economic and industry conditions.

 

Third Party Information

 

In this report, the Company relies and refers to information regarding industry data obtained from market research, publicly available information, industry publications, U.S. government sources or other third parties. Although the Company believes the information is reliable, it cannot guarantee the accuracy or completeness of the information and has not independently verified it.

 

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ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk

 

The Company’s exposure to market risk for interest rates relates primarily to short- and long-term debt. The Company’s investment in marketable securities at June 30, 2003 and 2002 was not significant. The Company’s debt is primarily fixed rate with 17 percent of total debt at variable rates at June 30, 2003, and therefore, net income is not materially affected when market interest rates change.

 

The Company has exposure to foreign currency rate risk due to its significant operations in Canada. For the Company, a weakening of the Canadian dollar relative to the U.S. dollar has a positive effect on the cost of operating in Canada but has a negative foreign currency translation effect. The Company’s net investment in foreign subsidiaries with a functional currency other than the U.S. dollar is not hedged. The net assets in Canadian subsidiaries translated into U.S. dollars using the period-end exchange rates were approximately $211.7 million. The potential change in fair value resulting from a hypothetical 10 percent change in the Canadian to U.S. exchange rate would be approximately $21.2 million at June 30, 2003. Any gain or loss in fair value would be reflected as a cumulative translation adjustment and would not affect reported net income or loss of the Company.

 

The Company is exposed to foreign currency transaction gains and losses primarily in the translation of U.S. dollar denominated cash and accounts receivable of its Canadian subsidiaries and Canadian dollar denominated intercompany loans made by the parent company. The Company periodically uses foreign currency rate hedges to manage its exposure to these foreign currency transactions and to its currency rate exposure from Canadian operations. For example, a change in the Canadian to U.S. dollar translation rate from 1.41 to 1.40 would increase pre-tax cost of sales by an estimated $2.9 million U.S. on an annual basis. The notional value of foreign currency exchange rate contracts outstanding at June 30, 2003 was not material.

 

The average Canadian to U.S. dollar exchange rates used to translate the results of operations of the Company’s Canadian subsidiaries were 1.40 and 1.55 for the quarters ended June 30, 2003 and 2002, respectively. For the six-month periods, the average exchange rates were 1.45 and 1.57 for 2003 and 2002. The Canadian to U.S. dollar exchange rates used to translate the balance sheets of the Company’s Canadian subsidiaries were 1.36 and 1.58 at June 30, 2003 and December 31, 2002, respectively.

 

The Company utilizes well-defined financial contracts in the normal course of its operations as means to manage commodity price risks, primarily energy purchases. The vast majority of these contracts are fixed-price contracts for future purchases of various commodities, primarily natural gas and electricity, which meet the definition of “normal purchases or normal sales” and therefore, are not considered derivative instruments under SFAS No. 133, as amended. Contracts that do not meet the definition of “normal purchases or normal sales” are marked-to-market and unrealized gains or losses are recognized in earnings. These contracts were not material to the results of operations for the Company’s 2003 or 2002 periods. The Company does not hold financial instruments for trading purposes.

 

ITEM 4.    Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures, as defined by the Securities and Exchange Commission, as of the end of the period covered by this report pursuant to Rule 13a-15(b). Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company is recorded, processed, summarized and reported on a timely basis.

 

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Change in Internal Controls

 

There was no change in the Company’s internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

Limitations on the Effectiveness of Controls

 

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that its Disclosure Controls or Internal Controls will prevent all errors 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 control 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 relative to their costs.

 

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. Moreover, the design of any system of controls is also based in part upon certain assumptions about the likelihood of future events.

 

Notwithstanding the foregoing limitations, the Company’s management believes that its Disclosure Controls and Internal Controls provide reasonable assurances that the objectives of its control system are met.

 

PART II.    OTHER INFORMATION

 

ITEM 1.    Legal Proceedings

 

See Note 6. Legal Matters and Contingencies of the Notes to Condensed Consolidated Financial Statements for information regarding legal proceedings.

 

In 1995, the Environmental Protection Agency (EPA) notified the Company that it was considered a potentially responsible party (PRP) regarding the Company’s alleged contribution of hazardous waste to the former Omega Chemical Corporation disposal site in Whittier, California. In December 1995 and April 1996, the Company submitted documents to the EPA that demonstrated that the Company did not dispose of waste at the Omega Site. In 2002, the EPA notified the Company again that it was a PRP at the site and included it in a group of “newly identified parties.” The Company responded by submitting the same exonerating evidence that it submitted in 1995 and 1996 and asked to be deleted from further administrative actions and mailings. In April 2003, the Company was notified that the Omega Chemical Site PRP Organized Group and the EPA have taken the position that the Company is not responsible for any hazardous waste at that site.

 

ITEM 4.    Submission of Matters to a Vote of Security Holders

 

The Company’s Annual Meeting of Shareholders was held on May 2, 2003. The following members were elected to the Company’s Board of Directors to hold office for three-year terms expiring in 2006.

 

Nominee


   In Favor

     Withheld

Gordon P. Andrews

   13,657,820 (97.6%)      331,589 (2.4%)

David J. Barram

   13,655,072 (97.6%)      334,337 (2.4%)

Peter T. Pope

   13,654,295 (97.6%)      335,114 (2.4%)

 

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Additionally, the following directors were elected in previous years to three-year terms on the Company’s Board of Directors and will continue their terms of office: Lionel G. Dodd; Charles Crocker; Robert G. Funari; Kenneth G. Hanna; Robert Stevens Miller, Jr. and Michael Flannery.

 

ITEM 6.    Exhibits and Reports on Form 8-K

 

(a)    Exhibits

 

Exhibit 10.7    Amended and Restated Credit Agreement dated June 13, 2003 between the Company and the Toronto-Dominion Bank, Bank of Montreal, The Bank of Nova Scotia and Canadian Western Bank.
Exhibit 31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

(b)    Reports on Form 8-K

 

On April 24, 2003, the Company filed a Form 8-K to furnish the Securities and Exchange Commission its earnings release announcing first quarter 2003 financial results.

 

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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.

 

   

POPE & TALBOT, INC.


Registrant

Date:    July 31, 2003  

/s/    MARIA M. POPE        


Maria M. Pope

Vice President and Chief Financial Officer

 

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