FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(checked box) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2006
OR
(box) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from____________ to _________________
Commission file number: 1-13923
WAUSAU PAPER CORP.
(Exact name of registrant as specified in charter)
WISCONSIN 39-0690900
(State of incorporation) (I.R.S. Employer Identification Number)
100 PAPER PLACE
MOSINEE, WISCONSIN 54455-9099
(Address of principal executive office)
Registrant's telephone number, including area code: 715-693-4470
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report), and (2) has been subject to such
filing requirements for the past 90 days.
Yes (checked box) No (box)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act.
Large accelerated filer (box) Accelerated filer (checked box)
Non-accelerated filer (box)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes (box) No (checked box)
The number of common shares outstanding at April 28, 2006 was 51,120,809.
WAUSAU PAPER CORP.
AND SUBSIDIARIES
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of
Operations, Three Months Ended
March 31, 2006 (unaudited) and
March 31, 2005 (unaudited) 1
Condensed Consolidated Balance
Sheets, March 31, 2006 (unaudited)
and December 31, 2005 (derived from
audited financial statements) 2
Condensed Consolidated Statements
of Cash Flows, Three Months Ended
March 31, 2006 (unaudited) and
March 31, 2005 (unaudited) 3
Notes to Condensed Consolidated
Financial Statements (unaudited) 3-11
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 12-18
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 19
Item 4. Controls and Procedures 19
PART II. OTHER INFORMATION
Item 1A. Risk Factors 20
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds 20
Item 6. Exhibits 20
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Wausau Paper Corp. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended
March 31,
(all amounts in thousands, except per share data) 2006 2005
NET SALES $ 283,663 $ 267,741
Cost of products sold 261,338 244,606
GROSS PROFIT 22,325 23,135
Selling and administrative expenses 20,976 17,527
Restructuring 132 -
OPERATING PROFIT 1,217 5,608
Interest expense (2,713) (2,650)
Other income (expense), net 42 115
(LOSS) EARNINGS BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE (1,454) 3,073
(Credit) provision for income taxes (538) 1,137
(LOSS) EARNINGS BEFORE CUMULATIVE EFFECT OF A CHANGE
IN ACCOUNTING PRINCIPLE (916) 1,936
Cumulative effect of a change in accounting
principle (net of income taxes) (427) -
NET (LOSS) EARNINGS $ (1,343) $ 1,936
(LOSS) EARNINGS PER SHARE BEFORE CUMULATIVE EFFECT
OF A CHANGE IN ACCOUNTING PRINCIPLE - BASIC AND DILUTED $ (0.02) $ 0.04
Cumulative effect of a change in accounting
principle (net of income taxes), per share (0.01) -
NET (LOSS) EARNINGS PER SHARE - BASIC AND DILUTED $ (0.03) $ 0.04
Weighted average shares outstanding-basic 51,041 51,690
Weighted average shares outstanding-diluted 51,041 51,991
See Notes to Condensed Consolidated Financial Statements.
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Wausau Paper Corp. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(all dollar amounts in thousands) MARCH 31, December 31,
2006 2005
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents $ 7,491 $ 15,500
Receivables, net 108,600 97,904
Refundable income taxes 5,479 5,831
Inventories 148,814 145,846
Deferred income taxes 10,072 9,971
Other current assets 4,787 4,632
Total current assets 285,243 279,684
Property, plant, and equipment - net 487,009 494,228
Other assets 47,251 46,601
TOTAL ASSETS $819,503 $820,513
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 237 $ 86
Accounts payable 80,123 78,726
Accrued and other liabilities 56,740 70,153
Total current liabilities 137,100 148,965
Long-term debt 170,536 161,011
Deferred income taxes 91,588 91,334
Post-retirement benefits 59,744 58,171
Pension 25,639 26,905
Other noncurrent liabilities 25,382 23,908
Total liabilities 509,989 510,294
Stockholders' equity 309,514 310,219
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $819,503 $820,513
See Notes to Condensed Consolidated Financial Statements.
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Wausau Paper Corp. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended
March 31,
(all dollar amounts in thousands) 2006 2005
Net cash used in operating activities ($ 10,409) ($ 17,118)
Cash flows from investing activities:
Capital expenditures (4,912) (8,633)
Proceeds from property, plant, and equipment disposals 1,655 -
Net cash used in investing activities (3,257) (8,633)
Cash flows from financing activities:
Issuance of commercial paper 9,500 -
Payment under capital lease obligation and note payable (35) (28)
Dividends paid (4,340) (4,394)
Proceeds from stock option exercises 1,405 -
Excess tax benefits related to stock options 94 -
Payments for purchase of company stock (967) -
Cash provided by (used in) financing activities 5,657 (4,422)
Net decrease in cash and cash equivalents (8,009) (30,173)
Cash and cash equivalents, beginning of period 15,500 51,914
Cash and cash equivalents, end of period $ 7,491 $ 21,741
Supplemental Cash Flow Information:
Interest paid-net of amount capitalized $ 5,170 $ 5,268
Income taxes paid $ 658 $ 6,578
Noncash investing and financing activities: A capital lease obligation of $393
was recorded in the first quarter of 2006 when we entered into a new lease
agreement for equipment.
See Notes to Condensed Consolidated Financial Statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The condensed consolidated financial statements include the results of
Wausau Paper Corp. and our consolidated subsidiaries. All significant
intercompany transactions have been eliminated. The accompanying
condensed financial statements, in the opinion of management, reflect
all adjustments, which are normal, and recurring in nature and
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which are necessary for a fair statement of the results for the periods
presented. Results for the interim period are not necessarily
indicative of future results. In all regards, the financial statements
have been presented in accordance with accounting principles generally
accepted in the United States of America. Refer to notes to the
financial statements, which appear in the Annual Report on Form 10-K for
the year ended December 31, 2005, for our accounting policies and other
disclosures, which are pertinent to these statements.
NOTE 2. EARNINGS PER SHARE
The following table reconciles basic weighted average outstanding shares
to diluted weighted average outstanding shares:
(all amounts in thousands, except per share data) Three Months
Ended March 31,
2006 2005
Net (loss) earnings $ (1,343) $ 1,936
Basic weighted average common shares outstanding 51,041 51,690
Effect of dilutive securities:
Share-based compensation awards - 301
Diluted weighted average common shares outstanding 51,041 51,991
Net (loss) earnings per share:
Basic $ (0.03) $ 0.04
Diluted $ (0.03) $ 0.04
Share-based compensation awards for which the exercise price exceeds the
average market price over the applicable period have an antidilutive
effect on EPS, and accordingly, are excluded from the calculation of
diluted EPS. Due to the loss reported in the quarter ended March 31,
2006, all share-based compensation award shares are considered to be
antidilutive. As a result, for the three months ended March 31, 2006 and
March 31, 2005, 2,180,942 shares and 567,911 shares, respectively,
issued under share-based compensation plans were excluded from the
diluted EPS calculation because the shares were antidilutive.
NOTE 3. SHARE-BASED COMPENSATION
Effective January 1, 2006, Wausau Paper adopted Statement of Financial
Accounting Standards No. 123 (revised 2004), "Share-Based Payment"
("SFAS 123R"), using the modified prospective application transition
method. This accounting standard requires compensation cost related to
share-based payment transactions to be recognized as an operating
expense in the statement of operations over the requisite service period
based on the grant-date fair value of the award.
Prior to adopting SFAS 123R, we measured compensation cost for stock-
based compensation plans using the "intrinsic value based method"
prescribed under Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to
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Employees." As a result, compensation expense for restricted stock was
recognized ratably over the service period based upon the grant-date
market value and compensation expense for performance stock awards was
recognized ratably over the performance period based on changes in
quoted market prices of Wausau Paper common stock and the likelihood of
achieving performance goals. The exercise price of all employee stock
options was at least equal to their grant-date market value.
Accordingly, no compensation expense was recorded for stock options
granted to employees.
Under SFAS 123R, share-based payment awards that are settled in cash
continue to be classified as a liability; however, rather than
remeasuring the award at the intrinsic value each reporting period, the
award is remeasured at its fair value each reporting period until final
settlement. The difference between the liability as previously computed
(i.e., intrinsic value) and the fair value of the liability award on
January 1, 2006, net of any related tax effects, was recorded as a
cumulative effect of a change in accounting principle in the Condensed
Consolidated Statement of Operations.
The impact of accounting for share-based compensation to our reported
net loss for the three months ended March 31, 2006 under the provisions
of SFAS 123R using the "fair value based method" compared to the
"intrinsic based method" was an after-tax expense of $0.3 million, or
approximately $0.01 per share.
SFAS 123R also requires us to report the tax benefit from the tax
deduction that is in excess of recognized compensation costs (excess tax
benefits) as a financing cash flow rather than an operating cash flow.
Before the adoption on January 1, 2006, we reported the entire tax
benefit related to the exercise of stock options as an operating cash
flow.
STOCK OPTIONS, RESTRICTED STOCK AWARDS, AND PERFORMANCE UNITS
During the three months ended March 31, 2006, we recognized
approximately $0.1 million in share-based compensation expense which
included fixed option grants and performance unit awards. We recognize
compensation expense on grants of stock options, restricted stock and
performance unit share-based compensation awards on a straight-line
basis over the requisite service period of each award. As of March 31,
2006, total unrecognized compensation cost related to share-based
compensation awards was approximately $0.1 million which will be
recognized ratably through December 31, 2006.
We are authorized to deliver up to 3.7 million shares of our common
stock upon exercise of non-qualified stock options or incentive stock
options, or upon grant or in payment of performance shares, performance
units and restricted stock under various incentive plans. Wausau Paper
has one stock incentive plan, the "2000 Stock Incentive Plan" under
which awards to grantees are available for future grant. Approximately
1.4 million shares were available under the 2000 Stock Incentive Plan
for future grant at March 31, 2006. We use treasury stock to deliver
common stock shares under these plans. Non-qualified stock options
expire twenty years from the grant date.
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Stock Options
During the three months ended March 31, 2006, no stock options were
granted. A summary of stock option activity during the three months
ended March 31, 2006 is as follows:
(all dollar amounts in thousands)
Wtd. Avg.
Wtd. Avg. Remaining Aggregate
Exercise Contractual Intrinsic
Shares Price Term (years) Value
Outstanding at beginning of period 2,489,842 $12.32
Granted - -
Exercised (139,000) 10.11
Forfeited/Cancelled (75,000) 15.51
Outstanding at end of period 2,275,842 12.35 14.8 $3,294
Exercisable at end of period 1,897,624 12.49 12.3 3,294
The table below presents stock option activity for the three months
ended March 31, 2006 and 2005:
(all dollar amounts in thousands) Three Months
Ended March 31,
2006 2005
Total intrinsic value of stock options exercised $ 529 $ -
Cash received from stock option exercises 1,405 -
Income tax benefit from the exercise of stock options 94 -
Total fair value of stock options vested during period 25 42
Restricted Stock
We may also grant restricted stock awards to certain employees. No
grants of restricted stock were made during the three months ended March
31, 2006.
Performance Units
Under the 2000 Stock Incentive Plan, performance unit awards may be
granted to certain employees and directors of Wausau Paper. The vesting
of certain performance awards may be subject to (1) achieving certain
operating profit levels and (2) completion of a service requirement.
Service condition vesting ranges from zero to two years. We value
performance unit awards at the average of the high and low sales price
of our common stock on the date of grant.
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A summary of performance unit activity for the three months ended March
31, 2006 is as follows:
(all dollar amounts in thousands)
Aggregate
Number Wtd. Avg. Intrinsic
Of Units Fair Value Value
Balance at beginning, nonvested 57,838 $12.27
Granted 10,592 11.33
Vested (10,495) 11.43
Forfeited (4,199) 12.22
Balance at end of period, nonvested 53,736 12.25 $ 756
STOCK APPRECIATION RIGHTS AND DIVIDEND EQUIVALENTS
Wausau Paper maintains various stock appreciation rights plans that
entitle certain management employees to receive settlement in cash equal
to the sum of the appreciation in the value of the stock and the
hypothetical value of cash dividends which would have been paid on the
stock covered by the grant assuming reinvestment in Wausau Paper common
stock.
We also maintain a dividend equivalent plan. Under the plan, upon
termination of employment, or at the time of exercise of options granted
in tandem with the dividend equivalents, participants are entitled to
receive the cash value of the grant. The cash value is determined by
the sum of the value of cash dividends that would have been paid on the
stock covered by the grant had it been actual stock and assuming all
such hypothetical dividends had been reinvested in Wausau Paper common
stock.
All outstanding stock appreciation rights and dividend equivalents were
fully vested as of January 1, 2006. During the three months ended March
31, 2006, $8,827 was paid to a participant in settlement of dividend
equivalents.
During the three months ended March 31, 2006, we recognized
approximately $0.8 million in share-based compensation expense related
to stock appreciation rights and dividend equivalents as these awards
were remeasured to their fair value as of March 31, 2006, in accordance
with the provisions of SFAS 123R.
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PRIOR YEAR PRO FORMA EXPENSE
The following table illustrates the effect on net earnings and earnings
per share as if the fair value-based method provided by SFAS No. 123,
"Accounting for Stock-Based Compensation" had been applied for all
outstanding and unvested awards for periods prior to the adoption of
SFAS 123R:
(all dollar amounts in thousands, except per share amounts)
Three Months Ended
March 31, 2005
Net earnings:
As reported $1,936
Add: Total stock-based employee compensation
expense (credit) under APB No. 25, net of
related tax effects (1,196)
Deduct:Total stock-based compensation (expense)
credit determined under fair-value based method
for all awards, net of related tax effects 1,050
Pro forma $1,790
Net earnings per share - basic:
As reported $ 0.04
Pro forma $ 0.03
Net earnings per share - diluted:
As reported $ 0.04
Pro forma $ 0.03
NOTE 4. RECEIVABLES
Accounts receivable consisted of the following:
(all dollar amounts in thousands) MARCH 31, December 31,
2006 2005
Trade $108,476 $97,829
Other 1,901 1,736
110,377 99,565
Less: allowances for doubtful accounts (1,777) (1,661)
$108,600 $97,904
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NOTE 5. INVENTORY
The various components of inventories were as follows:
(all dollar amounts in thousands) MARCH 31, December 31,
2006 2005
Raw materials $ 38,796 $ 36,810
Work in process and finished goods 113,309 112,776
Supplies 32,887 32,008
Inventories at cost 184,992 181,594
Less: LIFO reserve (36,178) (35,748)
$148,814 $145,846
NOTE 6. ACCUMULATED DEPRECIATION
The accumulated depreciation on fixed assets was $687.1 million as of
March 31, 2006, and $675.3 million as of December 31, 2005. The
provision for depreciation, amortization and depletion for the three
months ended March 31, 2006 and March 31, 2005 was $14.6 million and
$15.3 million, respectively.
NOTE 7.PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS
The components of net periodic benefit costs recognized in the Condensed
Consolidated Statements of Operations for the three months ended March
31, 2006 and 2005 are as follows:
Other
Post-retirement
Pension Benefits Benefits
2006 2005 2006 2005
Service cost $ 1,958 $1,810 $ 804 $ 629
Interest cost 2,596 2,396 1,243 1,185
Expected return on plan assets (3,003) (2,708) - -
Amortization of:
Prior service cost 539 549 (1,038) (764)
Actuarial loss 797 466 410 338
Settlement - 305 - -
Net periodic benefit cost $ 2,887 $2,818 $1,419 $1,388
Wausau Paper previously disclosed in our consolidated financial
statements for the year ended December 31, 2005, that although we do not
have a minimum funding requirement for defined benefit pension plans in
2006, we may elect to make contributions of up to $17.6 million directly
to pension plans. As of March 31, 2006, we have made payments of
approximately $3.7 million to our pension plans. In addition, as
previously reported, we expect to contribute $4.4 million directly to
other post-retirement plans in 2006. As of March 31, 2006, we have
contributed $1.6 million to our post-retirement plans.
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NOTE 8. DEBT
During the first quarter of 2006, Wausau Paper issued $9.5 million of
commercial paper under an existing unrated commercial paper placement
agreement with a bank. This agreement requires unused credit
availability under our $100 million unsecured revolving-credit agreement
that expires August 31, 2008 equal to the amount of outstanding
commercial paper. The amount of commercial paper outstanding at March
31, 2006 has been classified as long-term as we intend and have the
ability to refinance the obligations under the revolving credit
agreement.
In February 2006, we entered into a capital lease to finance certain
equipment. As a result, we recorded a capital lease obligation and
related asset in the amount of $0.4 million.
NOTE 9. PULP MILL CLOSURE
In July 2005, Wausau Paper announced plans to permanently close the
sulfite pulp mill at our Brokaw, Wisconsin, facility. The pulp mill was
closed in November 2005 and the related long-lived assets were
abandoned. Pre-tax restructuring expenses were $0.1 million for the
three months ended March 31, 2006.
NOTE 10. INTERIM SEGMENT INFORMATION
FACTORS USED TO IDENTIFY REPORTABLE SEGMENTS
Wausau Paper's operations are classified into three principal reportable
segments: Specialty Products, Printing & Writing, and Towel & Tissue,
each providing different products. Separate management of each segment
is required because each business unit is subject to different marketing,
production, and technology strategies.
PRODUCTS FROM WHICH REVENUE IS DERIVED
Specialty Products produces specialty papers at its manufacturing
facilities in Rhinelander, Wisconsin; Mosinee, Wisconsin; and Jay, Maine.
Specialty Products also includes two converting facilities that produce
laminated roll wrap and related specialty finishing and packaging
products. Printing & Writing produces a broad line of premium printing
and writing grades at manufacturing facilities in Brokaw, Wisconsin;
Groveton, New Hampshire; and Brainerd, Minnesota. Printing & Writing
also includes a converting facility which converts printing and writing
grades. Towel & Tissue produces a complete line of towel and tissue
products that are marketed along with soap and dispensing systems for the
"away-from-home" market. Towel & Tissue operates a paper mill in
Middletown, Ohio, and a converting facility in Harrodsburg, Kentucky.
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RECONCILIATIONS
The following are reconciliations to corresponding totals in the
accompanying consolidated financial statements:
Three Months
Ended March 31,
(all dollar amounts in thousands) 2006 2005
Net sales external customers:
Specialty Products $121,492 $118,364
Printing & Writing 99,318 92,604
Towel & Tissue 62,853 56,773
$283,663 $267,741
Operating profit (loss):
Specialty Products $ 2,350 $ 3,940
Printing & Writing (7,105) (4,569)
Towel & Tissue 9,016 7,884
Corporate & eliminations (3,044) (1,647)
$ 1,217 $ 5,608
MARCH 31, December 31,
2006 2005
Segment assets:
Specialty Products $331,855 $333,482
Printing & Writing 257,043 254,528
Towel & Tissue 178,387 175,134
Corporate & Unallocated* 52,218 57,369
$819,503 $820,513
* Segment assets do not include intersegment accounts receivable, cash,
deferred tax assets and certain other assets, which are not
identifiable with segments.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America which require us to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the condensed
consolidated financial statements and revenues and expenses during the periods
reported. Actual results could differ from those estimates. Please refer to
the notes to the financial statements, which appear in the Annual Report on
Form 10-K for the year ended December 31, 2005, for our accounting policies and
other disclosures which are pertinent to these statements.
Change in Accounting Policy
Effective January 1, 2006, Wausau Paper adopted Statement of Financial
Accounting Standards No. 123 (revised 2004), "Share-Based Payment" ("SFAS
123R"), using the modified prospective application transition method. This
accounting standard requires compensation cost related to share-based payment
transactions to be recognized as an operating expense in the statement of
operations over the requisite service period based on the grant-date fair value
of the award. As of March 31, 2006, we have approximately $0.1 million of
unrecognized compensation cost which will be recognized ratably through the
balance of 2006. Actual share-based compensation expense for 2006 depends on
various factors, including the number and type of share-based compensation
awards granted and the fair value of awards at the time of grant.
Prior to adopting SFAS 123R, we measured compensation cost for stock-based
compensation plans using the "intrinsic value based method" prescribed under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees." As a result, compensation expense for restricted stock was
recognized ratably over the service period based upon the grant-date market
value and compensation expense for performance stock awards was recognized
ratably over the performance period based on changes in quoted market prices of
Wausau Paper common stock and the likelihood of achieving performance goals.
The exercise price of all employee stock options was at least equal to their
grant-date market value. Accordingly, no compensation expense was recorded for
stock options granted to employees.
Under SFAS 123R, share-based payment awards that are settled in cash continue
to be classified as a liability; however, rather than remeasuring the award at
the intrinsic value each reporting period, the award is remeasured at its fair
value each reporting period until final settlement. The difference between the
liability as previously computed (i.e., intrinsic value) and the fair value of
the liability award on January 1, 2006, was recorded as a cumulative effect of
a change of accounting principle of $0.4 million, net of related income taxes.
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OVERVIEW
For the first quarter of 2006, we reported a net loss of $1.3 million or $0.03
per share compared to prior-year net earnings of $1.9 million or $0.04 per
share. The net loss for the first three months of 2006 included a charge for
cumulative effect of a change in accounting principle, net of related income
taxes, of $0.4 million or $0.01 per share as a result of our adoption of
Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-
Based Payment" on January 1, 2006. Compared to the first quarter of 2005, net
sales increased 6%, with each of our business segments reporting year-over-year
improvement. The improvements in sales price, product mix, and volume only
partially offset higher manufacturing costs--most notably unfavorable energy
prices--experienced in the first three months of 2006 compared to the same
period in 2005.
OPERATIONS REVIEW
Net Sales
Three Months Ended March 31,
(all dollar amounts in thousands) 2006 2005
Net sales $283,663 $267,741
Percent increase 6% 6%
Consolidated net sales of $283.7 million for the three months ended March 31,
2006 improved 6% over consolidated net sales of $267.7 million for the three
months ended March 31, 2005. Shipments increased approximately 1% quarter-
over-quarter with 224,207 tons shipped during the first quarter of 2006 and
221,235 tons shipped during the first quarter of 2005. During the same
comparative periods, average net selling price improved nearly 4%, or
approximately $10 million with actual product selling price and mix
contributing equally to the net selling price improvement.
Specialty Products' net sales for the first quarter of 2006 were $121.5
million, an increase of 3% over net sales of $118.4 million reported during the
same period in 2005. The increase in net sales was driven by an average net
selling price increase of approximately 3% or nearly $4 million, with actual
selling price increases generating more than one-half of the improvement.
Partially offsetting the improvement in average selling price was a 2%
reduction in volume of products shipped. In the first three months of 2006,
the business segment shipped 102,287 tons compared to 104,788 tons in the first
quarter of 2005. The decline is due primarily to reduced current year volumes
of laminated roll wrap product.
For the three months ended March 31, 2006, Printing & Writing recorded net
sales of $99.3 million, an increase of 7% over reported net sales in the first
three months of 2005 of $92.6 million. The current quarter improvement in net
sales was due to a 4% increase in volume as 83,631 tons were shipped during the
first quarter of 2006 compared to 80,160 tons during the first quarter of 2005
and an improvement in average net selling price of more than 2%. The increase
in average net selling price is predominantly due to an improved product mix.
Actual product selling prices remained relatively flat as compared with last
year. As a result of
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improving uncoated freesheet market conditions during the first quarter of
2006, we announced a selling price increase of $40 per ton across a broad range
of products early in the second quarter of 2006.
Towel & Tissue reported net sales of $62.9 million for the three-month period
ended March 31, 2006, an increase of 11% from net sales of $56.8 million
reported in the same three-month period of 2005. Shipments of higher-margin
value added products increased 14% in the current quarter as total shipments
increased 6% to 38,289 tons from 36,287 tons during the same period last year.
Average net selling price increased more than 5%, or approximately $3 million,
in the first quarter of 2006 over the first quarter of 2005 with modest mix
improvement adding to the more significant pricing gains experienced in this
business segment.
Gross Profit
Three Months Ended March 31,
(all dollar amounts in thousands) 2006 2005
Gross profit on sales $22,325 $23,135
Gross profit margin 8% 9%
Gross profit for the three months ended March 31, 2006, was $22.3 million
compared to $23.1 million for the three months ended March 31, 2005. Gross
profit margins decreased compared to those reported in the same period last
year as increases in energy and other manufacturing costs more than offset
improvements in average net selling price. In total, natural gas prices
increased approximately 40% resulting in an additional cost of approximately
$3.5 million in the first quarter of 2006 compared to the first quarter of 2005
while electricity costs increased $1.4 million in the same comparative period.
The Specialty Products' average selling price increase and improved operations
were more than offset by the unfavorable impacts of energy to report quarter-
over-quarter gross profit margins of 7% in the first quarter of 2006 compared
to 8% in the first quarter of 2005.
Printing & Writing's gross margin for the first quarter of 2006 was a negative
1% of net sales compared to 2% of net sales for the first quarter of 2005.
Unfavorable impacts of energy described in the consolidated comparison more
than offset gains in average selling price. With uncoated freesheet market
conditions significantly improved from late in 2005, we elected to restart the
Brokaw papermaking facility's idle paper machine late in the first quarter of
2006. We will continue to operate our Printing & Writing business segment at
full capacity as long as market demand supports this level of operations.
The gross profit margin for Towel & Tissue was 22% in the first quarter of 2006
compared to 21% in the first quarter of 2005. Increased average selling price
more than offset unfavorable purchased towel and tissue parent roll and energy
prices to drive the improvement in gross margin on a quarter-over-quarter
basis.
Consolidated order backlogs increased to approximately 57,700 tons at March 31,
2006, from approximately 38,700 tons at March 31, 2005. Backlog tons at March
31, 2006 represent $69.9
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million in sales compared to $46.9 million in sales at March 31, 2005.
Improvements in customer backlog were evident in all three business segments.
Specialty Products' backlog tons increased from 24,000 tons as of March 31,
2005, to 35,600 tons at March 31, 2006. Printing & Writing backlog tons
improved to 18,600 tons at the end of the first quarter of 2006 compared to
11,800 tons at the end of the first quarter of 2005. Towel & Tissue
experienced increased backlogs with 3,500 tons reported at the end of the first
quarter of 2006 and 2,900 tons reported at the end of the first quarter of
2005. The change in customer order backlogs does not necessarily indicate
business conditions as a large portion of orders are shipped directly from
inventory upon receipt and do not impact backlog numbers.
Selling and Administrative Expenses
Three Months Ended March 31,
(all dollar amounts in thousands) 2006 2005
Selling and administrative expense $20,976 $17,527
Percent increase/(decrease) 20% (7%)
As a percent of net sales 7% 7%
Selling and administrative expenses in the first quarter of 2006 were $21.0
million compared to $17.5 million in the same period of 2005. As a result of
the January 1, 2006 adoption of Statement of Financial Accounting Standards No.
123 (revised 2004), "Share-Based Payment" ("SFAS 123R"), share-based
compensation expense for the first quarter of 2006 was $1.3 million compared to
a credit of $1.9 million for the three months ended March 31, 2005. Prior to
the adoption of SFAS 123R, we accounted for share-based compensation using the
"intrinsic value based method" prescribed under Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees."
Restructuring Charge
Wausau Paper recorded a pre-tax $0.1 million closure charge for the three
months ended March 31, 2006, for other associated costs directly related to the
closure of the sulfite pulp mill located at Printing & Writing's Brokaw
papermaking mill. The permanent closure of the pulp mill facility was
announced in July 2005. The pulp mill was closed in November 2005 and the
related long-lived assets were abandoned.
Other Income and Expense
Three Months Ended March 31,
(all dollar amounts in thousands) 2006 2005
Interest expense $2,713 $2,650
Other income(expense), net 42 115
Interest expense was similar between comparable periods of 2006 and 2005 at
$2.7 million. Long-term debt was $170.5 million and $161.6 million at March
31, 2006 and 2005, respectively. Long-term debt at December 31, 2005, was
$161.0 million. Interest expense in 2006 is expected to be somewhat higher
than 2005 levels, as modestly higher average debt levels are expected to be
carried in 2006. Other income in the first quarter of 2006 is lower than the
15
same period last year due to reduced interest income as a result of lower cash
and cash equivalent balances in the current period.
Income Taxes
Three Months Ended March 31,
(all dollar amounts in thousands) 2006 2005
(Credit) provision for income taxes $ (538) $1,137
Effective tax rate 37% 37%
The effective tax rates for the periods presented are indicative of our
normalized tax rate. The effective rate for 2006 is expected to remain at 37%.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows and Capital Expenditures
Three Months Ended March 31,
(all dollar amounts in thousands) 2006 2005
Cash used in operating activities $10,409 $17,118
Capital expenditures 4,912 8,633
For the three months ended March 31, 2006, cash used in operating activities
was $10.4 million compared to cash used in operating activities of $17.1
million for same period in 2005. In the first quarter of 2006, receivables and
inventories increased a combined $13.7 million while accounts payable and other
liabilities decreased more than $5.4 million. For the three months ended March
31, 2005, receivables and inventories increased a combined $19.8 million. In
addition, accounts payable, accrued income taxes and other liabilities
decreased a combined $12.5 million. Both the first quarter of 2006 and 2005
reflect seasonal builds in receivables and inventories, with 2005 including the
build of inventory relating to Printing & Writing's Brainerd mill which was
acquired in the fourth quarter of 2004.
Wausau Paper has established an average internal rate of return target of 17%
on all capital projects approved in 2006. This objective was achieved on
projects approved during the first three months of the year. Capital spending
for the first three months of 2006 was $4.9 million compared to $8.6 million
during the first three months of 2005. Total capital spending for the full-year
of 2006 is expected to be approximately $30 million.
For 2006, capital expenditures for projects with total spending expected to
exceed $1.0 million occurred in two of our three business segments. Specialty
Products spent $1.5 million on a stock prep consolidation project at the
Rhinelander, Wisconsin facility and $0.3 million on paper mill related
equipment at the Mosinee, Wisconsin paper mill. Printing & Writing spent $0.1
million on a palletizer project at the Groveton, New Hampshire paper mill.
The balance of the spending for the first three months of 2006 was related to
projects that individually are expected to cost less that $1.0 million. These
expenditures included approximately $2.0 million for essential non-or low-
return projects, and approximately $1.0 million on projects expected to provide
a return in excess of our targeted internal rate of return.
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For 2005, capital expenditures for projects with total spending expected to
exceed $1.0 million occurred in Towel & Tissue with $0.3 million spent on
various converting lines.
The balance of spending for the first three months of 2005 was related to
projects that individually are expected to cost less than $1.0 million. These
expenditures included approximately $5.7 million for essential non-or low-
return projects, including maintenance-related capital and approximately $2.6
million on projects expected to provide a return in excess of our targeted
internal rate of return.
During 2005, we announced our intent to sell, over the next three to four
years, approximately 42,000 acres of timberlands, generating expected after-tax
earnings of $29 million. During the first quarter of 2006, we sold
approximately 700 acres of timberlands, recording an after-tax gain of $1.0
million. Since announcing our intent to sell timberlands which are not
considered strategic sources of supply for our pulp mill, we have sold
approximately 1,900 acres for an after-tax gain of $2.3 million. We expect our
timberland sales program to gain momentum during 2006 and ultimately increase
to a pace that will allow us to complete our sales program within the time
period specified.
Debt and Equity
MARCH December 31,
(all dollar amounts in thousands) 2006 2005
Short-term debt $ 237 $ 86
Long-term debt 170,536 161,011
Total debt 170,773 161,097
Stockholders' equity 309,514 310,219
Total capitalization 480,287 471,316
Long-term debt/capitalization ratio 36% 34%
As of March 31, 2006, long-term debt increased $9.5 million as compared to the
$161.0 million borrowed at December 31, 2005. The increase in debt is due
primarily to seasonal builds in inventory.
During the first quarter of 2006, we issued $9.5 million of commercial paper
under an existing unrated commercial paper placement agreement with a bank.
This agreement requires unused credit availability under our $100 million
unsecured revolving-credit agreement that expires August 31, 2008, equal to the
amount of outstanding commercial paper. The amount of commercial paper
outstanding at March 31, 2006 has been classified as long-term as we intend
and have the ability to refinance the obligations under the revolving credit
agreement.
In February 2006, we entered into a capital lease to finance certain equipment.
As a result, we recorded a capital lease obligation and related asset in the
amount of $0.4 million.
On March 31, 2006, we had approximately $90.5 million available borrowing
capacity under a bank facility that expires on August 31, 2008. Our cash
position and borrowing capacity is expected to provide sufficient liquidity to
support operations, meet capital spending
17
requirements, fund dividend payments to shareholders, and pursue a plan to
repurchase shares of Wausau Paper common stock.
During 2005, we reactivated our common stock buy-back program. At December 31,
2005, there were approximately 2.0 million shares available for repurchase
through an authorization approved by our Board of Directors in 2000. During
the first quarter of 2006, we repurchased 74,800 shares at a total cost of
approximately $1.0 million. As of March 31, 2006, there were approximately 1.9
million shares available for repurchase. Repurchases may be made from time to
time in the open market or through privately negotiated transactions. We
intend to continue repurchasing shares at a similar pace to repurchases in
recent quarters.
Dividends
On December 16, 2005, the Board of Directors declared a quarterly cash dividend
of $0.085 per common share. The dividend was paid on February 15, 2006, to
shareholders of record on February 1, 2006. On April 20, 2006, the Board of
Director's declared a cash dividend in the amount of $0.085 per share. The
dividend is payable on May 15, 2006, to shareholders of record on May 1, 2006.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
The foregoing discussion and analysis of our financial condition and results of
operations contains forward-looking statements that involve risks,
uncertainties, and assumptions. Forward-looking statements are not guarantees
of performance. If the risks or uncertainties ever materialize or the
assumptions prove incorrect, the results of Wausau Paper and our consolidated
subsidiaries may differ materially from those expressed or implied by such
forward-looking statements and assumptions. All statements other than
statements of historical fact are statements that could be deemed forward-
looking statements. Forward-looking statements may be identified by, among
other things, beliefs or expectations that certain events may occur or are
anticipated and projections or statements of expectations with respect to
various aspects of our business, our plans or intentions, our stock
performance, the industry within which we operate, the economy, and any other
expressions of similar import or covering other matters relating to our
business and operations. Risks, uncertainties, and assumptions relating to our
forward-looking statements include the level of competition for our products,
changes in the paper industry, downturns in our target markets, adverse changes
in our relationships with large customers and our labor unions, costs of
compliance with environmental regulations, our ability to fund our operations,
changes in the price or availability of raw materials and energy, the failure
to develop new products that meet customer needs, unforeseen operating
problems, changes in strategic plans or our ability to execute such plans,
maintenance of adequate internal controls, changes in financial accounting
standards, unforeseen liabilities arising from current or prospective claims,
and the effect of certain organizational anti-takeover provisions. These and
other risks, uncertainties, and assumptions are described under the caption
"Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2005, and from time to time in our other filings with the
Securities and Exchange Commission after the date of such annual report. We do
not intend to update these forward-looking statements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change in the information provided in response to
Item 7A of the our Form 10-K for the year ended December 31, 2005.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, management, under the
supervision, and with the participation, of our President and Chief Executive
Officer and our Chief Financial Officer, evaluated the effectiveness of the
design and operation of Wausau Paper's disclosure controls and procedures
pursuant to Rule 13a-15 under the Securities Exchange Act of 1934. Based upon,
and as of the date of such evaluation, our President and Chief Executive
Officer and our Chief Financial Officer concluded that our disclosure controls
and procedures were effective in all material respects. There was no change in
our internal control over financial reporting during our last fiscal quarter
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, this report
should be considered in light of the risk factors discussed in Part I, "Item
1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December
31, 2005, which could materially affect our business, financial condition, or
future results of operations. The risks described in our Annual Report on Form
10-K are not the only risks facing Wausau Paper. Additional risks and
uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial
condition, and/or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities - Quarter ending March 31, 2006
Maximum number
Total number (or approximate
of shares (or dollar value) of
Total number units) purchased shares (or units)
of shares Average price as part of publicly that may yet be
(or units) paid per share announced plans purchased under the
purchased (or unit) or programs plans or programs
Period (a) (b) (c)(1) (d)(1)
January 0 0 0
February 74,800 $12.90 74,800
March 0 0 0
Quarterly Totals 74,800 $12.90 74,800 1,905,174
(1) Includes shares purchased under a program announced on April 20, 2000,
pursuant to which the Board of Directors authorized the repurchase of up to
2,571,000 shares in open market or privately negotiated transactions (the "2000
Plan"). No price or expiration date was specified for the program's purchases.
ITEM 6. EXHIBITS
Exhibits required by Item 601 of Regulation S-K
31.1 Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act of
2002
31.2 Certification of CFO pursuant to Section 302 of Sarbanes-Oxley Act of
2002
32.1 Certification of CEO and CFO pursuant to Section 906 of Sarbanes-Oxley
Act of 2002
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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.
WAUSAU PAPER CORP.
May 10, 2006 SCOTT P. DOESCHER
Scott P. Doescher
Senior Vice President-Finance,
Secretary and Treasurer
(On behalf of the Registrant and as
Principal Financial Officer)
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EXHIBIT INDEX
TO
FORM 10-Q
OF
WAUSAU PAPER CORP.
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. Section 232.102(d))
The following exhibits are filed as part of this report:
31.1 Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act of
2002
31.2 Certification of CFO pursuant to Section 302 of Sarbanes-Oxley Act of
2002
32.1 Certification of CEO and CFO pursuant to Section 906 of Sarbanes-Oxley
Act of 2002
22