|
Capital expenditures, excluding acquisition costs, were $58.3 million
in 2000 versus $35.7 million for the same period in 1999. Aggregate
capital expenditures of approximately $30.0 million are anticipated
for 2001. To conserve cash, we intend to limit capital expenditures
for 2001 to cost reduction and productivity improvement projects.
In February 2000, we acquired all of the outstanding stock of Mil
Pak, Inc. in exchange for 248,132 shares of our common stock valued
at $4.7 million and $4.7 million in cash. Mil Pak operates a facility
located in Pine Brook, New Jersey that provides blister packaging,
cartoning and labeling, and other contract packaging services.
In September 2000, we acquired all of the outstanding stock of
Arrow Paper Products Company in exchange for 342,743 shares of our
common stock valued at $5.1 million. Arrow is located in Saginaw,
Michigan and operates two tube and core converting facilities that
serve customers in the automotive, film, housewares and other specialty
tube and core markets.
In October 2000, we completed the acquisition of 100% of the membership
interests in Crane Carton Company LLC in exchange for 1,659,790
shares of our common stock valued at $19.0 million plus $5.8 million
of assumed debt, including industrial development bonds in the aggregate
amount of $3.5 million. Crane operates a single folding carton manufacturing
facility located in suburban Chicago, Illinois. Because of the cross-default
under the senior credit facility, Bankers Trust Company, the issuer
of the letter of credit supporting the bonds, has the right to cause
an event of default under the bonds by notifying the bond trustee
that an event of default exists under the senior credit facility.
The resulting event of default under the bond documents would permit
the trustee to accelerate the maturity of the bonds and draw under
the letter of credit to pay the bond indebtedness. Upon payment
by Bankers Trust Company under the letter of credit, we would have
an immediate obligation to reimburse Bankers Trust Company for the
amounts drawn. We believe we have sufficient liquidity to pay these
reimbursement obligations.
During the second quarter of 1999, we formed a joint venture with
Temple-Inland, Inc. to own and operate Temple-Inlands Newport,
Indiana containerboard mill. The joint venture, Premier Boxboard
Limited LLC, undertook a 14-month, $82.0 million project to modify
the mill to enable it to produce a new, lightweight gypsum facing
paper along with other containerboard grades. The mill began operations
as modified at the beginning of the third quarter of 2000. Under
the joint venture agreement, we contributed $50.0 million to the
joint venture during the second quarter of 2000, and Temple-Inland
contributed the net assets of the mill and received $50.0 million
in notes issued by Premier Boxboard. Each partner has a 50% interest
in the joint venture, and we account for our interest in this joint
venture under the equity method. Our subsidiary, PBL Inc., manages
the day-to-day operations of Premier Boxboard, pursuant to a management
agreement with Temple-Inland.
|
In April 1999, we purchased International Paper Companys
Sprague boxboard mill located in Versailles, Connecticut for approximately
$103.2 million in cash and assumed $4.7 million of long-term debt.
This acquisition has had a significant impact on our earnings in
1999 and 2000. Sprague incurred operating losses of $9.3 million
and $17.2 million in 1999 and 2000, respectively. The losses were
attributable to a combination of unfavorable fixed price contracts,
low capacity utilization and higher fiber costs that we were unable
to pass through to our customers. Our primary objectives at Sprague
have been to improve quality, reduce costs and increase sales volume.
We have made significant progress in quality and cost and are beginning
to realize the benefits. Operating losses declined from $4.2 million
in the third quarter of 2000 to $2.7 million in the fourth quarter
of 2000 primarily as the result of the decrease in raw material
costs. Based on improvements we made during the last year and a
half, we now believe Sprague is competitive in terms of cost and
quality, and we expect Spragues financial performance to improve
with increases in sale volume. Although we expect losses at Sprague
to continue to decline, in light of current difficult industry conditions,
we do not expect Sprague to become profitable for the balance of
2001.
We paid cash dividends of $18.5 million in 2000, versus $18.0 million
in 1999. Although our former debt agreements contained no specific
limitations on the payment of dividends, our new debt agreements,
as described below under Subsequent Events, contain
certain limitations on the payment of future dividends. We expect
to continue dividend
payments at the reduced rate we declared in the first quarter of
2001, subject to compliance with our financial covenants in the
new debt agreements.
We did not purchase any shares of our common stock during 2000
under our common stock purchase plan. We have cumulatively purchased
3,169,000 shares since January 1996. Our board of directors has
authorized purchases of up to 831,000 additional shares. We expect
that our newly issued 9 7/8% senior subordinated notes and our new
credit facility will limit our future ability to repurchase our
common stock.
We believe that the remaining net proceeds from our recent sale
of 7 1/4% senior notes and 9 7/8% senior subordinated notes, together
with existing cash and cash from operations, will be adequate to
fund our operations, working capital needs and debt service obligations
for the forseeable future. If, however, we were to undertake any
significant acquisitions in the next 12 months, we could require
additional funds from external sources such as our new senior credit
facility.
Inflation
Raw material price changes have had, and continue to have, a material
effect on our operations. Energy prices had a
material effect on our operations in 2000. We do not believe that
general economic inflation is a significant determinant of our raw
material price increases or that, except as it relates to energy
prices, it has a material effect on our operations.
|