-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Mt9sewIczfCKa4ReBsQ14wWf1qjfv7rMlY0G7htqALitQJwaFgFQlep5krJCE3Ru mxKXet6IZIKfBltQFLZDhw== 0000891020-94-000129.txt : 19940817 0000891020-94-000129.hdr.sgml : 19940817 ACCESSION NUMBER: 0000891020-94-000129 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POPE & TALBOT INC /DE/ CENTRAL INDEX KEY: 0000311871 STANDARD INDUSTRIAL CLASSIFICATION: 2621 IRS NUMBER: 940777139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07852 FILM NUMBER: 94543521 BUSINESS ADDRESS: STREET 1: 1500 SW FIRST AVE CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: 5032289161 MAIL ADDRESS: STREET 1: 1500 S W FIRST AVE CITY: PORTLAND STATE: OR ZIP: 97201 10-Q 1 FORM 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1994 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 I.R.S. Employer Identification incorporation or organization) Number 1500 S.W. 1st Ave., Portland, Oregon 97201 - - ------------------------------------- ---------------------------------- (Address of principal executive (Zip Code) offices)
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 X 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 - 13,362,729 shares as of August 5, 1994 2 PART I. FINANCIAL INFORMATION
Page No. -------- ITEM 1. Financial Statements: Consolidated Condensed Balance Sheets - June 30, 1994 and December 31, 1993 2 Consolidated Statements of Income - Three and Six Months Ended June 30, 1994 and 1993 3 Consolidated Condensed Statements of Cash Flows - Three and Six Months Ended June 30, 1994 and 1993 4 Notes to Consolidated Condensed Financial Statements 5-6 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-10 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K 11-12
3 PART I. POPE & TALBOT, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Dollars in Thousands)
June 30, December 31, 1994 1993 ------------ ------------ ASSETS ------ Current assets: Cash and cash equivalents $ 2,137 $ 3,768 Accounts receivable 61,815 56,040 Inventories: Raw materials 55,670 62,474 Finished goods 45,065 32,782 --------- --------- 100,735 95,256 Deposits on timber purchase contracts 5,327 5,937 Prepaid expenses 10,003 8,896 --------- --------- Total current assets 180,017 169,897 Properties: Plant and equipment 533,306 503,416 Accumulated depreciation (259,633) (245,104) --------- --------- 273,673 258,312 Land and timber cutting rights 11,000 10,888 --------- --------- Total properties 284,673 269,200 Other assets: Deferred charges 13,995 12,362 Goodwill, net of amortization 4,279 4,362 --------- --------- Total other assets 18,274 16,724 --------- --------- $ 482,964 $ 455,821 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Notes payable $ 21,000 $ 11,000 Current portion of long-term debt 901 901 Accounts payable and accrued liabilities 57,883 71,439 Income taxes 2,863 17,822 --------- --------- Total current liabilities 82,647 101,162 Noncurrent liabilities: Reforestation 15,061 14,999 Postretirement benefits 13,315 12,804 Long-term debt, net of current portion 134,402 134,599 Deferred income taxes 7,951 7,936 --------- --------- Total noncurrent liabilities 170,729 170,338 Stockholders' equity: Common stock 13,972 12,429 Additional paid-in capital 40,858 3,370 Retained earnings 192,374 185,762 Cumulative translation adjustments (6,492) (4,578) Less treasury shares at cost (11,124) (12,662) --------- --------- Total stockholders' equity 229,588 184,321 --------- --------- $ 482,964 $ 455,821 ========= =========
The accompanying notes are an integral part of these consolidated condensed balance sheets. 2 4 POPE & TALBOT, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Dollars in Thousands Except Per Share Amounts)
Three months ended Six months ended June 30, June 30, -------------------------- --------------------------- 1994 1993 1994 1993 ---- ---- ---- ---- Revenues: Wood products $ 69,480 $ 68,845 $ 155,738 $ 153,114 Pulp and paper products 88,440 82,371 170,923 165,715 ----------- ----------- ----------- ---------- Total 157,920 151,216 326,661 318,829 Costs and expenses: Cost of sales: Wood products 55,366 53,833 116,106 114,413 Pulp and paper products 88,345 80,592 172,529 161,239 Selling, general and administrative 6,960 7,395 14,547 13,847 Interest 2,657 1,887 4,808 3,583 ----------- ----------- ----------- ---------- Total 153,328 143,707 307,990 293,082 Income before income taxes and cumulative effect of accounting changes 4,592 7,509 18,671 25,747 Income tax provision 1,791 2,837 7,282 10,041 ----------- ----------- ----------- ---------- Net income before cumulative effect of accounting changes 2,801 4,672 11,389 15,706 Cumulative effect of accounting changes - net of tax - - - (562) ----------- ----------- ----------- ---------- Net income $ 2,801 $ 4,672 $ 11,389 $ 15,144 =========== =========== =========== ========== Net income per common share: Primary: Income before cumulative effect of accounting changes $.21 $.40 $.89 $1.35 Cumulative effect of accounting changes - - - (.05) ---- ---- ---- ------ Primary earnings per share $.21 $.40 $.89 $1.30 ==== ==== ==== ===== Fully diluted: Income before cumulative effect of accounting changes $.21 $.38 $.86 $1.23 Cumulative effect of accounting changes - - - (.04) ---- ---- ---- ----- Fully diluted earnings per share $.21 $.38 $.86 $1.19 ==== ==== ==== ===== Cash dividends per common share $.19 $.19 $.38 $ .38 ==== ==== ==== ===== Weighted average number of common shares outstanding: Primary 13,362,729 11,698,744 12,852,355 11,664,393 ========== ========== ========== ========== Fully diluted 13,362,729 13,434,180 13,538,208 13,392,094 ========== ========== ========== ==========
The acompanying notes are an integral part of these consolidated condensed financial statements. 3 5 POPE & TALBOT, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in Thousands)
Three months ended Six months ended June 30, June 30, ------------------------ ------------------------ 1994 1993 1994 1993 ---- ---- ---- ---- Cash flow from operating activities: Net income $ 2,801 $ 4,672 $ 11,389 $ 15,144 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Depreciation and amortization 9,560 7,384 18,422 14,763 Cumulative effect of accounting changes - - - 562 Increase (decrease) in: Accounts payable and accrued liabilities (8,597) (5,284) (13,556) (5,238) Income taxes (6,821) (835) (14,959) 2,176 Reforestation (457) (332) 725 1,215 Postretirement benefits 266 207 511 474 Decrease (increase) in: Accounts receivable (1,335) 7,174 (5,775) (4,115) Inventories (228) 10,158 (5,479) 5,747 Deposits on timber purchase contracts (584) (653) (636) (1,278) Prepaid expenses (1,048) (1,328) (1,107) (1,342) Deferred charges and other (970) (1,487) (2,511) (1,505) -------- -------- -------- -------- Net cash provided by (used for) operating activities (7,413) 19,676 (12,976) 26,603 Cash flow from investing activities: Capital expenditures (13,833) (21,052) (35,614) (35,241) Proceeds from sale of other properties 6 294 6 1,594 -------- -------- -------- -------- Net cash used for investing activities (13,827) (20,758) (35,608) (33,647) Cash flow from financing activities: Net increase (decrease) in short-term borrowings (6,000) (12,500) 10,000 (5,483) Proceeds from issuance of long-term debt 30,000 75,000 40,000 75,000 Reduction of long-term debt (99) (45,000) (197) (45,000) Cash dividends (2,539) (2,215) (4,777) (4,424) Net proceeds from issuance of treasury stock 1 1,307 1,927 1,578 -------- -------- -------- -------- Net cash provided by financing activities 21,363 16,592 46,953 21,671 -------- -------- -------- -------- Increase (decrease) in cash and cash equivalents 123 15,510 (1,631) 14,627 Cash and cash equivalents at beginning of period 2,014 3,461 3,768 4,344 -------- -------- -------- -------- Cash and cash equivalents at end of period $ 2,137 $ 18,971 $ 2,137 $ 18,971 ======== ======== ======== ========
The accompanying notes are an integral part of these consolidated condensed financial statements. 4 6 POPE & TALBOT, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS June 30, 1994 and 1993 (Unaudited) 1. General The consolidated condensed interim financial statements have been prepared by the Company without audit and are subject to normal recurring year-end adjustments. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (all of which are of a normal recurring nature) necessary to present fairly the financial position of the Company as of June 30, 1994 and December 31, 1993, and the results of operations and changes in cash flows for the three and six months ended June 30, 1994 and 1993. It is suggested that these interim statements be read in conjunction with the financial statements and notes thereto contained in the Company's 1993 report on Form 10-K. The results of operations for the three and six months ended June 30, 1994 and 1993 are not necessarily indicative of the results to be expected for the full year. 2. Income Taxes The income tax provision is estimated on an interim basis using the best available information for projected results for the entire year. 3. Earnings per Share Per share information is based on the weighted average number of common shares outstanding during each year. The computation for fully diluted earnings per share assumes conversion of the $40 million of 6 percent convertible subordinated debentures issued in March 1987. (See Note 4.) The computation also includes the assumed issuance of common shares under the Stock Option and Appreciation Plan, net of an assumed buyback of treasury shares at the average market price. Refer to Exhibit 11 of this filing for the computation of average common shares outstanding and earnings per share. 4. Conversion of Debentures On February 17, 1994, the Company initiated an underwritten call for the redemption on March 4, 1994, of the $40 million outstanding aggregate principal balance of its 6 percent convertible subordinated debentures due March 1, 2012. As a result of this underwritten call, the Company issued 1.5 million shares of previously unissued common stock to satisfy the $40 million debt obligation. This issuance of common shares resulted in an increase in Stockholders' equity of $38.6 million ($40 million less transaction fees and unamortized debt issuance costs). This non-cash transaction has been excluded from the accompanying Consolidated Condensed Statements of Cash Flows. 5 7 5. Debt Early in the second quarter of 1994, the Company successfully negotiated an additional $25 million short-term line of credit with terms and conditions similar to the Company's existing $20 million short-term line of credit. The Company now has $120 million in lines of credit available, of which $61 million was outstanding at June 30, 1994, compared to $11 million outstanding at December 31, 1993. The increase in lines of credit outstanding since the 1993 year-end primarily financed the Company's capital improvement projects and working capital requirements. 6 8 POPE & TALBOT, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS JUNE 30, 1994 AND 1993 (unaudited) RESULTS OF OPERATIONS Second quarter 1994 income was $2,801,000, or $.21 per share, a decline from both the second quarter 1993 income of $4,672,000, or $.40 per share, and the first quarter 1994 income of $8,588,000, or $.70 per share. Second quarter 1994 revenues were up 4 percent over the second quarter 1993. Income for the first 6 months of 1994 was $11,389,000, or $.89 per share, compared to income of $15,144,000, or $1.30 per share, in the first six months of 1993. Wood Products segment earnings for the second quarter 1994 were $12,810,000 which was lower than the second quarter 1993 earnings of $13,661,000 and the first quarter 1994 earnings of $24,130,000. As was the case in the second quarter 1993, lumber prices in the second quarter 1994 declined from record high prices set in the respective first quarters. Prices for the Company's lumber have continued their trend of the last two years of substantial fluctuations, generally declining in the second quarter consistent with national trends for lumber prices, with prices for the Company's lumber averaging 10 percent lower than first quarter 1994 prices. Lumber sales prices were slightly higher in the second quarter of 1994 than the second quarter 1993; however, wood costs have continued to escalate and in both the second quarter 1994 and in the six months 1994 higher wood costs have more than offset the benefit from higher lumber prices. In addition to the generally higher log costs, the Provincial Government of British Columbia notified the Company that effective May 1, 1994, the price charged by the government to the Company for a substantial portion of the wood used by the Company's three Canadian sawmills would be adjusted upward. The Company's Canadian sawmills represent approximately 60 percent of the Company's lumber capacity. The new timber pricing formula is based on a relationship to end-product prices, and based on the end-product prices in effect at the end of the second quarter, the Company currently estimates that the new pricing structure would increase Canadian timber costs by approximately $4 million in 1994 and approximately $10 million per year thereafter. Although a minor amount of timber was processed under this pricing structure in the second quarter of 1994 and approximately two thirds in the third quarter 1994 is projected to be processed under this pricing structure, the full impact of the new pricing structure will not be realized until the fourth quarter 1994. Wood Products sawmills operated at approximately 85 percent of capacity in the second quarter of 1994. Operating inefficiencies in the Canadian sawmills caused by poor log quality was partially responsible for the below-capacity operations. A larger factor in the below-capacity operations was that the Port Gamble sawmill was shut 7 9 down for approximately one half of the second quarter due to poor lumber markets in relation to wood costs. The mill is currently operating on a one-shift basis. The Company will reduce its Grand Forks, British Columbia sawmill to a one-shift basis in early 1995, reducing the Company's lumber production by approximately 50 million board feet per year, or 6 percent of the Company's lumber capacity. The curtailment will be caused by reduced timber harvest levels allowed by the British Columbia government. During 1992, the United States government imposed a 6.51 percent tariff on Canadian lumber sold in the United States. During the first six months of 1994, the Company paid approximately $5.7 million under this tariff. From the inception of the tariff in 1992, through June 30, 1994, the Company has paid approximately $19 million. On August 2, 1994, an extraordinary bi-national disputes panel affirmed previous decisions of a joint trade dispute resolution panel that there was no basis for the tariff. On August 3, 1994, the United States Commerce Department indicated that the tariff will end within the next few weeks. Although no assurances can be given, based on discussions with lumber industry representatives and articles in the popular press, it appears possible that some, or all, of the tariff paid by the Company since 1992 plus interest at a yet unspecified rate would be refunded although it is unclear when this refund would be made. The pulp and paper segment reduced its loss of $5,409,000 in the first quarter of 1994 to $3,513,000 in the second quarter of 1994. This second quarter loss was slightly greater, however, than the second quarter 1993 loss of $2,561,000. Consistent with prior quarters, second quarter 1994 combined losses in pulp and tissue were greater than income generated from diaper operations. Pulp and paper segment revenues in the second quarter of 1994 were 7 percent higher than second quarter 1993 revenues, primarily as a result of higher pulp revenues. Tissue losses in the second quarter 1994 were essentially unchanged from the second quarter 1993. Although tissue pricing remains extremely competitive, prices for the Company's tissue products began to stabilize late in 1993 after approximately four years of price declines, during which prices declined approximately 13 percent from 1989 levels. Prices have improved slightly in 1994, with second quarter 1994 prices approximately 2 percent higher than second quarter 1993 prices. Tissue sales volumes were approximately 6 percent higher than last year's second quarter. The tissue mills operated essentially at capacity during the quarter. In April 1994, the Company approved a project to improve the quality of the pulp produced at the Company's Eau Claire, Wisconsin tissue facility. The primary objective of this project is to improve the quality of the pulp produced at the facility to quality levels attained by branded producers of tissue products, allowing the Company to compete more effectively in the tissue business. The project is anticipated to cost approximately $20 million and is scheduled for completion in mid 1995. Diaper earnings in the second quarter 1994 declined substantially from the second quarter 1993, and were slightly less than the first quarter 1994 earnings. Competitive 8 10 pressure from both branded producers and other private label producers resulted in prices that were 3 percent lower in the second quarter of 1994 than the second quarter of 1993. Based on the existing mix of diaper sales, the Company's diaper business operated at approximately 90 percent of capacity in the second quarter of 1994, essentially unchanged from the first quarter of 1994. During 1993, based on the mix of diaper sales, the Company's diaper business operated essentially at capacity. The reduced sales volume was principally caused by the loss in late 1993 of a major customer which was purchased and merged into a company being supplied by another diaper manufacturer. Competitive pressures have prevented the Company from fully replacing this lost volume. Pulp losses in the second quarter of 1994 were lower than the losses in any of the 1993 quarters, or the first quarter of 1994 as both sales volumes and pricing improved. During the first quarter of 1994, the Company completed and successfully started up a conventional pulp dryer with the ability to dry the full output of the mill. Previously, the mill had been limited in its ability to dry the full output of the mill. Combined with other mill modifications, the pulp dryer provides the Company with the flexibility to sell the full output of the mill in the domestic or world pulp markets. Currently, approximately 50 percent of the mill's capacity is being sold to a new customer in 1994, the Grays Harbor Paper Company, with pricing tied to a formula based on white paper prices. The Grays Harbor paper mill sells all of its output to one customer and in the event that the paper mill's sales to its customer are adversely impacted for any reason, sales of the Company's pulp may also be adversely impacted. The pulp mill operated at approximately 90 percent of capacity during the second quarter of 1994. Market prices for pulp have strengthened during the first six months of 1994, and although prices for the Company's pulp have increased, they have lagged behind the industry levels. A significant portion of the Company's pulp not sold to Grays Harbor has been sold under pricing arrangements which are currently below industry pricing. These pricing arrangements are scheduled to expire later this year, at which time pulp prices should improve further. Additionally, sales prices for the pulp sold to Grays Harbor are currently at prices which are below current industry pricing. LIQUIDITY AND CAPITAL RESOURCES For the first half of 1994, net income before non-cash charges for depreciation and amortization contributed cash of $29.8 million. Accounts receivables increased $5.8 million primarily as a result of pulp sales to Grays Harbor and delays in payments of those receivables. Inventories increased $5.5 million, primarily as a result of higher tissue, pulp and lumber inventories. Accounts payable and accrued liabilities and income taxes payable decreased $13.6 million and $15.0 million, respectively, due primarily to timing differences in the recognition and payment of liabilities. Overall, cash of $13.0 million was used for operating activities. Spending on capital projects was $35.6 million in the first half of 1994 and it is estimated an additional $39 million will be required for capital spending for the remainder of 1994. The $75 million estimated to be spent in 1994 will be used for the completion of the pulp dryer at the 9 11 Halsey mill, for the pulp improvement in Eau Claire discussed previously, for cost reducing and product improvement projects in the Company's diaper business and for cost reducing projects at the Company's sawmills. Early in the second quarter 1994, the Company successfully negotiated an additional $25 million short-term line of credit with terms and conditions similar to the Company's existing $20 million short-term line of credit. The Company now has $120 million in lines of credit available, of which $61 million was outstanding at June 30, 1994. During the first quarter, the Company called for redemption of all of the Company's $40 million 6 percent convertible subordinated debentures due 2012. The effect of this transaction was to reduce long-term debt by $40 million and increase stockholders' equity by $38.6 million ($40 million less fees and expenses) and to increase common shares outstanding by 1.5 million shares. 10 12 PART II. ITEM 6. Exhibits and Reports on Form 8-K Exhibits (4) (a) Line of Credit Agreement with Wachovia Bank of Georgia, National Association, dated April 29, 1994. (Incorporated herein by reference to Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994.) (b) Indenture dated June 2, 1993 between the Company and Chemical Trust Company of California as Trustee with respect to the Company's 8-3/8% Debentures due 2013. (Incorporated herein by reference to Exhibit 4.1 to the Company's registration statement on Form S-3 filed April 6, 1993.) (c) Revolving Credit Agreement with United States National Bank of Oregon dated July 18, 1990. (Incorporated herein by reference to Exhibit 4 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1990.) (d) Revolving Credit Agreement dated May 6, 1992 with United States National Bank of Oregon; CIBC, Inc.; ABN AMRO Bank N.V.; Continental Bank N.A.; and Wachovia Bank of Georgia, National Association. (Incorporated herein by reference to Exhibit 4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992.) (e) Rights Agreement between Pope & Talbot, Inc. and The Bank of California, as rights agent, dated as of April 13, 1988. (Incorporated herein by reference to Exhibit 4(e) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.) (10) Executive Compensation Plans and Arrangements (a) Stock Option and Appreciation Plan. (Incorporated herein by reference to Exhibit 10(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.) (b) Executive Incentive Plan. (Incorporated herein by reference to Exhibit 10(b) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.) (c) Restricted Stock Bonus Plan. (Incorporated herein by reference to Exhibit 10(c) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.) (d) Deferral Election Plan. (Incorporated herein by reference to Exhibit 10(d) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.) 11 13 (e) Supplemental Executive Retirement Income Plan. (Incorporated herein by reference to Exhibit 10(e) to the Company's Annual Report on Form 10-K for the year ended December 31, 1990.) (f) Form of Severance Pay Agreement between the Corporation and certain of its executive officers. (Incorporated herein by reference to Exhibit 10(f) to the Company's Annual Report on Form 10-K for the year ended December 31, 1990.) ________________________ (g) Lease agreement with Pope Resources dated December 20, 1985 for Port Gamble, Washington sawmill site. (Incorporated herein by reference to Exhibit 10(g) to the Company's Annual Report on Form 10-K for the year ended December 31, 1990.) (h) Lease agreement with Shenandoah Development Group, Ltd. dated March 14, 1988 for Atlanta diaper mill site as amended September 1, 1988 and August 30, 1989. (Incorporated herein by reference to Exhibit 10(h) to the Company's Annual Report on Form 10-K for the year ended December 31, 1990.) (i) Lease agreement with Shenandoah Development Group, Ltd. dated July 31, 1989 for additional facilities at Atlanta diaper mill as amended August 30, 1989 and February 1990. (Incorporated herein by reference to Exhibit 10(i) to the Company's Annual Report on Form 10-K for the year ended December 31, 1990.) (j) Grays Harbor Industrial, Inc. Pulp Sales Supply Contract. (Incorporated herein by reference to Exhibit 10(j) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993.) (11) Statement re computation of per share earnings. (22) Listing of parents and subsidiaries. (Incorporated herein by reference to Exhibit 22 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.) Reports on Form 8-K A Current Report on Form 8-K was filed on June 16, 1994, reporting a press release stating that Wall Street analysts' earnings estimates for the second quarter of 1994 were too high. 12 14 POPE & TALBOT, INC. SIGNATURE 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: August 11, 1994 /s/ C. Lamadrid ------------------------------------ C. Lamadrid Senior Vice President and Chief Financial Officer EX-11 2 EXHIBIT 11 1 Exhibit 11 POPE & TALBOT, INC. STATEMENT SHOWING CALCULATION OF AVERAGE COMMON SHARES OUTSTANDING AND EARNINGS PER AVERAGE COMMON SHARE
Three months ended Six months ended June 30, June 30, ------------------------------- ------------------------------- 1994 1993 1994 1993 ---- ---- ---- ---- Weighted average number of common shares outstanding 13,362,729 11,698,744 12,852,355 11,664,393 Weighted average of common stock equivalent shares attributable to convertible debentures - 1,542,020 502,647 1,542,020 Application of the "treasury stock" method to the stock option plan 122,465 193,416 183,206 185,681 ----------- ----------- ----------- ------------ Total common and common equivalent shares, assuming full dilution 13,485,194 13,434,180 13,538,208 13,392,094 =========== =========== =========== =========== Net income $ 2,801,000 $ 4,672,000 $11,389,000 $15,144,000 Add: interest on convertible debentures, net of applicable income taxes - 366,000 244,000 732,000 ----------- ----------- ----------- ----------- Net income, assuming full dilution $ 2,801,000 $ 5,038,000 $11,633,000 $15,876,000 =========== =========== =========== =========== Net income per common share, assuming full dilution $ .21 $ .38 $ .86 $ 1.19 =========== =========== =========== ===========
The computation of primary net income per common share is not included because the computation can be clearly determined from the material contained in this report. -----END PRIVACY-ENHANCED MESSAGE-----