clw-20211102
FALSE000144123600014412362021-07-012021-09-3000014412362021-08-042021-08-0400014412362021-01-012021-09-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  

 
FORM 8-K

CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2021
clw-20211102_g1.jpg
CLEARWATER PAPER CORPORATION
(Exact name of registrant as specified in its charter)
DE001-3414620-3594554
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
601 West Riverside,Suite 1100 99201
Spokane,WA
(Address of principal executive offices) (Zip Code)
(509) 344-5900
(Registrant’s telephone number, including area code)
Not Applicable
(Former name of former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchanged on which registered
Common Stock, par value $0.0001 per shareCLWNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 2.02.     Results of Operations and Financial Condition.

On November 2, 2021, Clearwater Paper Corporation (the “Company”) announced its results of operations and financial condition for the third quarter ending September 30, 2021. A copy of the press release containing this announcement is furnished as Exhibit 99.1 hereto. In addition, a copy of the Company’s Third Quarter Supplemental Information is furnished as Exhibit 99.2 hereto.
In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), the following are disclosed the attached Adjusted EBITDA which is defined as earnings before interest expense, taxes, depreciation and amortization, other operating credits and charges, net and other non-operating items. Adjusted income from operations which is calculated by excluding from income from operations, other operating credits and charges, net, and adjusts for a normalized tax rate. Adjusted EBITDA and Adjusted income from operations are not a substitute for the GAAP measure of net income or other GAAP measures of operating performance.
The Company discloses Adjusted EBITDA in the attached because it is used as important supplemental measure of its performance and believes that similarly-titled measures are frequently used by securities analysts, investors and other interested persons in the evaluation of companies in its industry, some of which present similarly-titled measures when reporting their results. The Company uses Adjusted EBITDA to evaluate its performance as compared to other companies in its industry that have different financing and capital structures and/or tax rates. It should be noted that companies calculate similarly-titled measures differently and, therefore, as presented by the Company may not be comparable to similarly-titled measures reported by other companies. In addition, Adjusted EBITDA has material limitations as a performance measure because it excludes interest expense, income tax expense and depreciation and amortization which are necessary to operate the Company's business or which the Company otherwise incurred or experienced in connection with the operation of its business.
The Company believes that Adjusted income from operations, which excludes other operating credits and charges, net, adjusted for a normalized tax rate is a useful measure for evaluating our ability to generate earnings and that providing this measure will allow investors to more readily compare the earnings referred to in the press release to the Company's earnings for past and future periods. The Company believes that this measure is particularly useful where the amounts of the excluded items are not consistent between the periods presented. It should be noted that other companies may present similarly-titled measures differently and, therefore, as presented by the Company may not be comparable to similarly-titled measures reported by other companies. In addition, Adjusted income from operations has material limitations as a performance measure because it excludes items that are actually incurred or experienced in connection with the operations of the Company's business.
The information in Item 2.02, including Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.  

  





Item 9.01.     Financial Statements and Exhibits

(d) Exhibit Index
ExhibitDescription
99.1
99.2





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 hereunto duly authorized.
Date : November 2, 2021
CLEARWATER PAPER CORPORATION
By:/s/ Rebecca A. Barckley
Rebecca A. Barckley, Vice President, Corporate Controller
(Principal Accounting Officer)



Exhibit 99.1


Clearwater Paper Reports Third Quarter 2021 Results

SPOKANE, Wash.--(BUSINESS WIRE)--November 2, 2021 --Clearwater Paper Corporation (NYSE:CLW), a premier supplier of quality tissue and bleached paperboard products, today reported financial results for the third quarter of 2021.
THIRD QUARTER HIGHLIGHTS
Net income of $2 million, or $0.11 per diluted share
Adjusted EBITDA of $50 million
Reduced net debt by $7 million in the quarter and $32 million for the first nine months of 2021
Closed Neenah, Wisconsin tissue facility
Completed planned major maintenance at Cypress Bend, Arkansas facility
Tissue demand recovery and paperboard price increases
We exceeded our expectations in the third quarter with higher tissue demand, continued strength in our paperboard business, and solid operational execution,” said Arsen Kitch, president and chief executive officer. “Our performance improved relative to the second quarter with higher paperboard pricing, greater tissue volumes, and lower planned major maintenance outage expense, partly offset by increased inflation pressure.”
OVERALL RESULTS
For the third quarter of 2021, Clearwater Paper reported net sales of $450 million, a 2% decrease compared to net sales of $457 million for the third quarter of 2020. Net income for the third quarter of 2021 was $2 million, or $0.11 per diluted share, compared to net income for the third quarter of 2020 of $21 million, or $1.28 per diluted share. On a non-GAAP basis, Clearwater Paper reported adjusted net income in the third quarter of 2021 of $9 million, or $0.55 per diluted share, compared to third quarter 2020 adjusted net income of $27 million, or $1.59 per diluted share. Adjusted EBITDA for the quarter was $50 million, compared to the third quarter of 2020 Adjusted EBITDA of $77 million.
For the first nine months of 2021, Clearwater Paper reported net sales of $1.3 billion, a 9% decrease compared to net sales of $1.4 billion for the first nine months of 2020. Net loss for the first nine months of 2021 was $38 million, or $2.25 per diluted share, compared to net income for the first nine months of 2020 of $55 million, or $3.27 per diluted share. On a non-GAAP basis, Clearwater Paper reported adjusted net income in the first nine months of 2021 of $3 million, or $0.19 per diluted share, compared to first nine months of 2020 adjusted net income of $64 million, or $3.81 per diluted share. Adjusted EBITDA for the first nine months of 2021 was $119 million, compared to the first nine months of 2020 Adjusted EBITDA of $211 million.
Pulp and Paperboard Products Segment
Net sales in the Pulp and Paperboard Products segment were $237 million for the third quarter of 2021, up 9% compared to third quarter 2020 net sales of $217 million. Segment operating income for the third quarter of 2021 was $35 million compared to $33 million for the third quarter of 2020. Adjusted EBITDA for the segment was $43 million in the third quarter of 2021, compared to $42 million in the third quarter of 2020. The increase in operating income and Adjusted EBITDA was driven by higher sales prices offset by inflation and higher maintenance outage costs.
Net sales in the Pulp and Paperboard Products segment were $685 million for the first nine months of 2021, up 4% compared to first nine months of 2020 net sales of $657 million. Segment operating income for the first nine months of 2021 was $73 million compared to $91 million for the first nine months of 2020. Adjusted EBITDA for the segment was $99 million in the first nine months of 2021, compared to $118 million in the first nine months of 2020. The decrease in operating income and Adjusted EBITDA was driven by higher maintenance outage costs and inflation which was partially offset with higher sales prices.
Paperboard Sales Volumes and Prices:
• Paperboard sales volumes were 203,439 tons in the third quarter of 2021, a decrease of 1% compared to 205,262 tons in the third quarter of 2020. Paperboard sales volumes were 610,702 tons in the first nine months of 2021, a decrease of 1% compared to 614,906 tons in the first nine months of 2020
• Paperboard average net selling price increased 9% to $1,102 per ton for the third quarter of 2021, compared to $1,010 per ton in the third quarter of 2020. Paperboard average net selling price increased 5% to $1,062 per ton for the first nine months of 2021, compared to $1,011 per ton in the first nine months of 2020.



Consumer Products Segment
Net sales in the Consumer Products segment were $214 million for the third quarter of 2021, down 13% compared to the third quarter 2020 net sales of $246 million. In the third quarter of 2021, converted case shipments totaled 12.3 million cases, a decrease of 16% compared to 14.5 million cases shipped in the third quarter of 2020. Segment operating income for the third quarter of 2021 was $4 million compared to operating income of $32 million in the third quarter of 2020. Adjusted EBITDA for the segment was $20 million in the third quarter of 2021, down from $49 million in the third quarter of 2020. The decrease in operating income and Adjusted EBITDA was driven by higher input costs due to inflation and lower sales volume as COVID demand impacts have lessened.
Net sales in the Consumer Products segment were $603 million for the first nine months of 2021, down 23% compared to the first nine months of 2020 net sales of $780 million. In the first nine months of 2021, converted case shipments totaled 34.1 million cases, a decrease of 25% compared to 45.7 million cases shipped in the first nine months of 2020. Segment operating income for the first nine months of 2021 was $12 million compared to operating income of $83 million in the first nine months of 2020. Adjusted EBITDA for the segment was $61 million in the first nine months of 2021, down from $134 million in the first nine months of 2020. The decrease in operating income and Adjusted EBITDA was driven by the same factors affecting the third quarter of 2021.
Retail Tissue Sales Volumes and Prices:
• Retail tissue volumes sold were 76,237 tons in the third quarter of 2021, a decrease of 12% compared to 86,292 tons in the third quarter of 2020. Retail tissue volumes sold were 208,496 tons in the first nine months of 2021, a decrease of 23% compared to 272,515 tons in the first nine months of 2020.
• Retail tissue selling prices decreased 1% to $2,732 per ton in the third quarter of 2021, compared to $2,766 per ton in the third quarter of 2020. Retail tissue selling prices were $2,748 per ton in the first nine months of 2021, compared to $2,741 per ton in the first nine months of 2020.
COMPANY OUTLOOK
“We delivered strong results in the third quarter despite increased inflation across key cost categories in both segments. As we look out into the fourth quarter, we are expecting continued favorable market dynamics in our paperboard business and a realization of benefits from the Neenah mill closure, offset by higher inflation across key cost areas. We continue to focus on operational execution to mitigate inflation and prioritizing cash flows to reduce net debt.”

WEBCAST INFORMATION
Clearwater Paper Corporation will discuss these results during an earnings conference call that begins at 2:00 p.m. Pacific Time today. A live webcast and accompanying supplemental information will be available on the company's website at http://ir.clearwaterpaper.com. A replay of today's conference call will be available on the website at https://ir.clearwaterpaper.com/investors/events-and-presentations beginning at 5:00 p.m. Pacific Time today.
ABOUT CLEARWATER PAPER
Clearwater Paper is a premier supplier of private-branded tissue to major retailers, including grocery, drug, mass merchants and discount stores. In addition, the company produces bleached paperboard used by quality-conscious printers and packaging converters, and offers services that include custom sheeting, slitting and cutting. Clearwater Paper's employees build shareholder value by developing strong relationships through quality and service.
USE OF NON-GAAP MEASURES
In this press release, the company presents certain non-GAAP financial information for the third quarter and first nine months of 2021 and 2020, including adjusted income (loss) and Adjusted EBITDA. Because these amounts are not in accordance with GAAP, reconciliations to net income (loss) as determined in accordance with GAAP are included in the tables at the end of this press release. The company presents these non-GAAP amounts because management believes they assist investors and analysts in comparing the company's performance across reporting periods on a consistent basis by excluding items that the company does not believe are indicative of its core operating performance. In addition, the company uses Adjusted EBITDA: (i) as factors in evaluating management’s performance when determining incentive compensation, (ii) to evaluate the effectiveness of the company's business strategies, and (iii) because the company's credit agreement and the indentures governing the company's outstanding notes use metrics similar to Adjusted EBITDA to measure the company's compliance with certain covenants.

FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as amended, including statements regarding product demand, cash generation, performance improvements, market



conditions, debt reduction, performance improvements, market conditions, and the company's ability to mitigate inflation costs. These forward-looking statements are based on current expectations, estimates, assumptions, and projections that are subject to change, and actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to: the impact of the COVID-19 pandemic on our business and operations, our suppliers' operations and our customer demand; competitive pricing pressures for our products, including as a result of increased capacity, as additional manufacturing facilities are operated by our competitors and the impact of foreign currency fluctuations on the pricing of products globally; the loss of, changes in prices in regard to, or reduction in, orders from a significant customer; changes in the cost and availability of wood fiber and wood pulp; changes in transportation costs and disruptions in transportation services; changes in customer product preferences and competitors' product offerings; larger competitors having operational, financial and other advantages; customer acceptance and timing and quantity of purchases of our tissue products, including the existence of sufficient demand for and the quality of tissue produced by the company’s expanded Shelby, North Carolina operations; consolidation and vertical integration of converting operations in the paperboard industry; our ability to successfully implement our operational efficiencies and cost savings strategies, along with related capital projects; changes in the U.S. and international economies and in general economic conditions in the regions and industries in which the company operates; manufacturing or operating disruptions, including IT system and IT system implementation failures, equipment malfunctions and damage to the company’s manufacturing facilities; cyber-security risks; changes in costs for and availability of packaging supplies, chemicals, energy, and maintenance and repairs; labor disruptions; cyclical industry conditions; changes in expenses, required contributions, and potential withdrawal costs associated with our pension plans; environmental liabilities or expenditures; reliance on a limited number of third-party suppliers for raw materials; our ability to attract, motivate, train and retain qualified and key personnel; our substantial indebtedness and ability to service our debt obligations and restrictions on our business from debt covenants and terms; negative changes in our credit agency ratings; changes in laws, regulations or industry standards affecting the company’s business; and other risks and uncertainties described from time to time in the company's public filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2020 and subsequently filed periodic reports on Form 10-Q. The forward-looking statements are made as of the date of this press release and the company does not undertake to update any forward-looking statements based on new developments or changes in the company's expectations after the date of this press release.



Clearwater Paper Corporation
Consolidated Statements of Operations
(Unaudited)
Quarter Ended September 30,Nine Months Ended September 30,
(In millions, except per-share data)2021202020212020
Net sales$450.5 $457.4 $1,282.8 $1,415.9 
Costs and expenses:
Cost of sales398.2 378.6 1,160.9 1,198.3 
Selling, general and administrative expenses28.3 29.3 82.5 89.4 
Other operating charges, net10.2 0.3 55.1 11.9 
Total operating costs and expenses436.7 408.2 1,298.5 1,299.6 
Income (loss) from operations13.8 49.2 (15.6)116.2 
Interest expense, net(8.9)(12.2)(27.5)(37.0)
Other non-operating expense(2.8)(1.9)(7.8)(5.7)
Debt retirement costs(0.5)(3.9)(0.5)(4.8)
Total non-operating expense(12.2)(17.9)(35.7)(47.5)
Income (loss) before income taxes1.7 31.3 (51.4)68.7 
Income tax provision (benefit)(0.3)9.9 (13.8)14.1 
Net income (loss)$1.9 $21.4 $(37.6)$54.5 
Net income (loss) per common share:
Basic$0.12 $1.29 $(2.25)$3.29 
Diluted0.11 1.28 (2.25)3.27 
Average shares outstanding (in thousands):
Basic16,687 16,595 16,689 16,581 
Diluted16,971 16,783 16,689 16,689 



Clearwater Paper Corporation
Condensed Consolidated Balance Sheets
(Unaudited)
(In millions)September 30, 2021December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents$27.8 $35.9 
Receivables, net159.4 160.6 
Inventories286.4 263.3 
Other current assets10.0 15.2 
Total current assets483.6 474.9 
Property, plant and equipment, net1,109.6 1,191.5 
Other assets, net124.9 134.0 
TOTAL ASSETS$1,718.1 $1,800.4 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt$1.6 $1.7 
Accounts payable and accrued liabilities255.2 243.1 
Total current liabilities256.9 244.8 
Long-term debt676.5 716.4 
Liability for pension and other postretirement employee benefits81.7 80.5 
Deferred tax liabilities and other long-term obligations211.3 237.6 
TOTAL LIABILITIES1,226.5 1,279.3 
Common stock— — 
Additional paid-in capital21.7 16.6 
Retained earnings521.2 558.8 
Accumulated other comprehensive loss, net of tax(51.3)(54.3)
Total stockholders' equity491.6 521.1 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$1,718.1 $1,800.4 



Clearwater Paper Corporation
Consolidated Statements of Cash Flows
(Unaudited)
Quarter Ended September 30,Nine Months Ended September 30,
(In millions)2021202020212020
Cash flows from operating activities
Net income (loss)$1.9 $21.4 $(37.6)$54.5 
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Depreciation and amortization25.9 27.7 79.6 83.5 
Stock-based compensation expense3.8 2.5 6.9 7.3 
Deferred and other income taxes2.4 12.8 (19.4)23.5 
Pension and other postretirement employee benefits2.1 0.9 5.3 2.9 
Debt retirement costs0.5 3.9 0.5 4.8 
Non-cash charges associated with mill closure— — 37.1 — 
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable(12.9)12.8 (0.1)(5.7)
(Increase) decrease in inventory(3.5)(21.0)(28.3)25.0 
(Increase) decrease in other current assets0.9 0.6 5.3 (4.8)
Increase (decrease) in accounts payable and accrued liabilities(4.8)(5.7)13.8 (14.4)
Other, net— (0.1)1.4 (0.6)
Net cash flows provided by operating activities16.3 55.7 64.4 176.1 
Cash flows from investing activities
Additions to property, plant and equipment(8.9)(9.7)(29.9)(27.5)
Net cash flows used in investing activities(8.9)(9.7)(29.9)(27.5)
Cash flows from financing activities
Borrowings of short-term debt— — — 108.5 
Repayments of short-term debt— — — (122.0)
Borrowings of long-term debt— 275.0 — 275.0 
Repayments of long-term debt(40.5)(317.6)(41.3)(379.0)
Payments for debt issuance costs— (4.3)— (4.3)
Proceeds from sale of stock under employee awards— — 0.5 — 
Taxes paid related to net share settlement of equity awards— — (1.7)(0.7)
Other, net— 0.2 — — 
Net cash flows used in financing activities(40.5)(46.7)(42.5)(122.5)
Increase (decrease) in cash, cash equivalents and restricted cash(33.1)(0.6)(8.1)26.1 
Cash, cash equivalents and restricted cash at beginning of period62.0 49.2 36.9 22.4 
Cash, cash equivalents and restricted cash at end of period$28.9 $48.6 $28.9 $48.6 




Clearwater Paper Corporation
Segment Information
(Unaudited)
Quarter Ended September 30,Nine Months Ended September 30,
 (In millions)2021202020212020
Segment net sales:
Pulp and Paperboard$237.5 $217.2 $684.6 $656.8 
Consumer Products214.2 245.9 603.2 779.7 
Eliminations(1.2)(5.6)(5.0)(20.6)
Total segment net sales$450.5 $457.4 $1,282.8 $1,415.9 
Operating income (loss):
Pulp and Paperboard$34.6 $32.6 $72.6 $90.8 
Consumer Products3.7 31.5 11.5 82.9 
Corporate and eliminations(14.3)(14.6)(44.8)(45.6)
Other operating charges, net 1
(10.2)(0.3)(55.1)(11.9)
Income (loss) from operations$13.8 $49.2 $(15.6)$116.2 
1    Other operating charges, net consist of amounts unrelated to ongoing core operating activities. Please refer to Note 8 within Clearwater Paper's Form 10-Q filed with the SEC for the period end September 30, 2021 for the detailed breakout of this amount.

Note: Certain amounts have been reclassified from the prior year presentation to reflect the realignment of Clearwater Paper’s baled pulp sales to record inter-segment sales at market price and the realignment of outside pulp sales to the producing segment.



Clearwater Paper Corporation
Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDA
(Unaudited)
Quarter Ended September 30,Nine Months Ended September 30,
(In millions)2021202020212020
Net income (loss)$1.9 $21.4 $(37.6)$54.5 
Add back:
Income tax provision (benefit)(0.3)9.9 (13.8)14.1 
Interest expense, net8.9 12.2 27.5 37.0 
Depreciation and amortization expense25.9 27.7 79.6 83.5 
Other operating charges, net1
10.2 0.3 55.1 11.9 
Other non-operating expense2.8 1.9 7.8 5.7 
Debt retirement costs0.5 3.9 0.5 4.8 
Adjusted EBITDA$49.9 $77.2 $119.0 $211.5 
Pulp and Paperboard income from operations$34.6 $32.6 $72.6 $90.8 
Depreciation and amortization expense8.9 9.2 26.9 27.6 
Pulp and Paperboard Adjusted EBITDA$43.5 $41.8 $99.5 $118.5 
Consumer Products income from operations$3.7 $31.5 $11.5 $82.9 
Depreciation and amortization expense15.9 17.1 49.4 51.4 
Consumer Products Adjusted EBITDA$19.6 $48.5 $60.9 $134.3 
Corporate expenses$(14.3)$(14.6)$(44.8)$(45.6)
Depreciation and amortization expense1.1 1.5 3.3 4.4 
Corporate Adjusted EBITDA$(13.1)$(13.1)$(41.4)$(41.3)
Pulp and Paperboard$43.5 $41.8 $99.5 $118.5 
Consumer Products19.6 48.5 60.9 134.3 
Corporate(13.1)(13.1)(41.4)(41.3)
Adjusted EBITDA$49.9 $77.2 $119.0 $211.5 
1    Other operating charges, net consist of amounts unrelated to ongoing core operating activities. Please refer to Note 8 within Clearwater Paper's Form 10-Q filed with the SEC for the period end September 30, 2021 for the detailed breakout of this amount.













Clearwater Paper Corporation
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
Quarter Ended September 30,Nine Months Ended September 30,
(In millions, except per-share data)2021202020212020
Adjusted net income (loss):
Net income (loss)$1.9 $21.4 $(37.6)$54.5 
Add back:
Income tax provision (benefit)(0.3)9.9 (13.8)14.1 
Income (loss) before income taxes1.7 31.3 (51.4)68.7 
Add back:
Debt retirement costs0.5 3.9 0.5 4.8 
Other operating charges, net10.2 0.3 55.1 11.9 
Adjusted income before tax$12.4 $35.5 $4.2 $85.3 
Normalized income tax provision3.1 8.9 1.0 21.3 
Adjusted net income $9.3 $26.6 $3.1 $64.0 
Weighted average diluted shares (thousands)16,971 16,783 16,689 16,689 
Adjusted income per diluted share$0.55 $1.59 $0.19 $3.81 
September 30, 2021June 30, 2021March 31, 2021December 31, 2020
Calculation of net debt:
Current portion long-term debt$1.6 $1.7 $1.7 $1.7 
Long-term debt676.5 716.2 716.3 716.4 
Add back:
Unamortized deferred debt costs5.6 6.4 6.6 6.9 
Less:
Financing leases19.5 20.0 20.4 20.8 
Cash27.8 60.9 57.1 35.9 
Net debt$636.4 $643.3 $647.1 $668.4 






Clearwater Paper Corporation

Investors contact:
Sloan Bohlen
Solebury Trout
509.344.5906

News media:
Shannon Myers
509.344.5967

[email protected]



CLEARWATER PAPER CORPORATION THIRD QUARTER EARNINGS RELEASE MATERIALS NOVEMBER 2, 2021 ARSEN S. KITCH President, Chief Executive Officer And Director MICHAEL J. MURPHY Senior Vice President And Chief Financial Officer


 
Cautionary Statement Regarding Forward Looking Statements This presentation of supplemental information contains, in addition to historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the impact of COVID-19 on consumer behavior and our business and operations; order patterns; consumer demand and industry trends, including in response to COVID-19, and other factors; production targets; backlogs and inventory overhang; impact of price increases; assumptions for Q4 2021 and full year 2021 and 2022, including maintenance outage impacts, operational factors, interest, capital, inflation, depreciation and amortization and income tax; the operational and financial benefits from the Shelby expansion; our capital allocation objectives; our strategy; and the indefinite closure of the Neenah facility and related costs and benefits. These forward-looking statements are based on management’s current expectations, estimates, assumptions and projections that are subject to change. Our actual results of operations may differ materially from those expressed or implied by the forward- looking statements contained in this presentation. Important factors that could cause or contribute to such differences include the risks and uncertainties described from time to time in the company's public filings with the Securities and Exchange Commission, including but not limited to the following: impact of COVID-19 on our operations and our supplier’s operations and on customer demand; competitive pricing pressures for our products, including as a result of increased capacity as additional manufacturing facilities are operated by our competitors and the impact of foreign currency fluctuations on the pricing of products globally; the loss of, changes in prices in regard to, or reduction in, orders from a significant customer; changes in the cost and availability of wood fiber and wood pulp; changes in transportation costs and disruptions in transportation services; changes in customer product preferences and competitors' product offerings; larger competitors having operational and other advantages; customer acceptance and timing and quantity of purchases of our tissue products, including the existence of sufficient demand for and the quality of tissue produced by our expanded Shelby, North Carolina operations; consolidation and vertical integration of converting operations in the paperboard industry; our ability to successfully implement our operational efficiencies and cost savings strategies, along with related capital projects and restructuring activities, and achieve the expected operational or financial results of those projects; changes in the U.S. and international economies and in general economic conditions in the regions and industries in which we operate; manufacturing or operating disruptions, including IT system and IT system implementation failures, equipment malfunctions and damage to our manufacturing facilities; cyber- security risks; changes in costs for and availability of packaging supplies, chemicals, energy and maintenance and repairs; labor disruptions; cyclical industry conditions; changes in expenses, required contributions and potential withdrawal costs associated with our pension plans; environmental liabilities or expenditures; reliance on a limited number of third-party suppliers for raw materials; our ability to attract, motivate, train and retain qualified and key personnel; our substantial indebtedness and ability to service our debt obligations; restrictions on our business from debt covenants and terms; negative changes in our credit agency ratings; and changes in laws, regulations or industry standards affecting our business. Forward-looking statements contained in this presentation present management’s views only as of the date of this presentation. We undertake no obligation to publicly update forward-looking statements, to retract future revisions of management's views based on events or circumstances occurring after the date of this presentation. Non-GAAP Financial Measures This presentation include certain financial measures that are not calculated in accordance with GAAP, including Adjusted EBITDA, Adjusted Income, Adjusted income per share and Net debt. The Company’s management believes that the presentation of these financial measures provides useful information to investors because these measures are regularly used by management in assessing the Company’s performance. These financial measures should be considered in addition to results prepared in accordance with GAAP but should not be considered substitutes for or superior to GAAP results. In addition, these non-GAAP financial measures may not be comparable to similarly-titled measures utilized by other companies, since such other companies may not calculate such measure in the same manner as we do. A reconciliation of these measures (Adjusted EBITDA, Adjusted Income, Adjusted income per share and Net debt) to the most relevant GAAP measure is available in the appendix of this presentation. FORWARD LOOKING STATEMENTS © Clearwater Paper Corporation 2021 2


 
Overall • Net income $2 million • Adjusted net income $9 million • Adjusted EBITDA $50 million Pulp and Paperboard • Continued strong customer demand • SBS prices increased • Successfully completed major maintenance outage at Cypress Bend, Arkansas mill Consumer Products • Demand recovering after inventory de-stocking in second quarter of 2021 • Production targeted to match demand, manage inventory Capital Structure • Liquidity remained strong at $270 million • Reduced net debt by $7 million, $32 million year to date Q3 2021 BUSINESS HIGHLIGHTS © Clearwater Paper Corporation 2021 3


 
Industry • Order backlogs remain strong • Fastmarkets RISI reported market price increases of $200/ton through Q3’21 • Folding carton: Q1’21 $20/ton, Q2’21 $100/ton and Q3’21 $80/ton • Cup stock and food service: Q2’21 $100/ton and Q3’21 $100/ton • Fastmarkets RISI recognized an additional market price increase of $50/ton in October • Positive mix shift during COVID, which is likely to revert to historical levels • Folding carton has benefited from shift to at home consumption • Shift back to food service is expected as economy recovers Clearwater Paper • Demand and order backlogs remain strong • Continued impact of previously announced price increases, which can take up to two quarters to implement • Major maintenance outage in Cypress Bend, Arkansas completed on-time and on budget BUSINESS UPDATE – PULP AND PAPERBOARD PRICING DRIVING OVERALL STRONG RESULTS © Clearwater Paper Corporation 2021 4


 
Industry • COVID has led to demand and inventory distortions in 2020 and 2021 • Total category in North America ~10 million tons demand • ~1 to 2% annual growth, slightly greater than population growth • ~2/3 at home, ~1/3 away from home • At home: ~6 to 7 million ton demand with ~2/3 branded and ~1/3 private branded • Private branded demand is ~2 million, growing faster than branded • Private branded capacity additions outpacing historical demand growth • Club and mass merch share of tissue sales has grown at expense of grocery Clearwater Paper • Q3 2021 shipments were 12.3 million cases compared to 14.5 million in Q3 2020, 10.2 million in Q2 2021 • Brief demand spike in August 2021 and again in late October 2021 • Production increased relative to Q2 2021 but still below capacity • Monitoring channel and customer trends to determine altered consumer buying patterns • Clearwater is more concentrated in grocery and less in club/mass-merch versus industry • Closed Neenah facility to improve cost structure, exited away from home category BUSINESS UPDATE – CONSUMER PRODUCTS RETAIL TISSUE SHIPMENTS RECOVERING IN Q3 2021 © Clearwater Paper Corporation 2021 5 1. Based upon RISI Outlook for World Tissue Business April 2021


 
© Clearwater Paper Corporation 2021 FINANCIAL PERFORMANCE ($ IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 1. Includes impairment and other costs associated with the Neenah, Wisconsin facility closure and other items. Refer to Clearwater Paper 10-Q filed with the SEC on November 2, 2021 for further details. 2021 2020 2021 2020 Net sales 450.5$ 457.4$ 1,282.8$ 1,415.9$ Cost of sales 398.2 378.6 1,160.9 1,198.3 Selling, general and adminstrative 28.3 29.3 82.5 89.4 Other operating charges, net1 10.2 0.3 55.1 11.9 Income (loss) from operations 13.8 49.2 (15.6) 116.2 Non-operating expense (12.2) (17.9) (35.7) (47.5) Income tax provision (benefit) (0.3) 9.9 (13.8) 14.1 Net income (loss) 1.9$ 21.4$ (37.6)$ 54.5$ Diluted income (loss) per share 0.11$ 1.28$ (2.25)$ 3.27$ Adjusted income per share 0.55$ 1.59$ 0.19$ 3.81$ Adjusted EBITDA 49.9$ 77.2$ 119.0$ 211.5$ Quarter Ended Sept 30, Nine Months Ended Sept 30, 6


 
© Clearwater Paper Corporation 2021 SEGMENT PROFIT AND LOSS AND ADJUSTED EBITDA ($ IN MILLIONS) 1. Includes impairment and other costs associated with Neenah, Wisconsin and other items. Refer to Clearwater Paper 10-Q filed with the SEC on November 2, 2021, for further details. 2021 2020 2021 2020 Net Sales Pulp and Paperboard 237.5$ 217.2$ 684.6$ 656.8$ Consumer Products 214.2 245.9 603.2 779.7 Eliminations (1.2) (5.6) (5.0) (20.6) 450.5$ 457.4$ 1,282.8$ 1,415.9$ Operating Income Pulp and Paperboard 34.6$ 32.6$ 72.6$ 90.8$ Consumer Products 3.7 31.5 11.5 82.9 Corporate and other (14.3) (14.6) (44.8) (45.6) Other operating charges, net1 (10.2) (0.3) (55.1) (11.9) 13.8$ 49.2$ (15.6)$ 116.2$ Adjusted EBITDA Pulp and Paperboard 43.5$ 41.8$ 99.5$ 118.5$ Consumer Products 19.6 48.5 60.9 134.3 Corporate and other (13.1) (13.1) (41.4) (41.3) 49.9$ 77.2$ 119.0$ 211.5$ Quarter Ended Sept 30, Nine Months Ended Sept 30, 7


 
PULP AND PAPERBOARD RESULTS Q3 2021 VS. Q3 2020 SEGMENT ADJUSTED EBITDA ($ IN MILLIONS) Higher pricing with favorable mix Input and major outage costs © Clearwater Paper Corporation 2021 8


 
CONSUMER PRODUCTS RESULTS Q3 2021 VS. Q3 2020 SEGMENT ADJUSTED EBITDA ($ IN MILLIONS) Lower sales and production volumes Higher input costs partially offset by reduced SG&A © Clearwater Paper Corporation 2021 9 Less favorable mix


 
© Clearwater Paper Corporation 2021 CAPITAL STRUCTURE AND ALLOCATION Capital structure: supportive and stable • Ample liquidity • No material near-term debt maturities • Corporate/Issuer ratings: Ba2/BB- Capital allocation objectives: • Utilize free cash flow to reduce debt • Target net debt to Adjusted EBITDA ratio of 2.5x, expect achievement by 2023 • Typical maintenance and business improvement capital investments of $60 million/year $0.0 $0.0 $0.0 $0.0 $300.0 $89.3 $0.0 $275.0 2021 2022 2023 2024 2025 2026 2027 2028 Scheduled Debt Maturity Profile ($ in millions)2 Liquidity Profile ($ in millions)1 ABL Availability $246.4 Less Utilization (3.9) Plus Unrestricted Cash 27.8 Liquidity $270.3 1. ABL availability based on borrowing base calculations and consolidated balance sheet as of September 30, 2021, and utilization includes ABL borrowing of $0 million and outstanding letters of credit of $3.9 million. 2. This chart excludes finance leases as of September 30, 2021 and assumes that the 2025 notes are repaid or refinanced at least 91 days prior to their maturity. Current debt maturities include $300 million of 5.375% notes due 2025; Term Loan due 2026; and $275 million of 4.75% notes due 2028. 10


 
OUTLOOK FOR 2021 - ASSUMPTIONS © Clearwater Paper Corporation 2021 Q4 2021 Operational: $48 to $56 million of Adjusted EBITDA • Positive impact of previously announced price increases in paperboard • Raw material inflation impacting EBITDA sequentially by $7 to $12 million relative to Q3 2021 • No major maintenance outages scheduled • Realize benefits of Neenah closure FY 2021 Operational: $167 to $175 million of Adjusted EBITDA • Impact of previously announced price increases in paperboard • Planned major maintenance outages with $27 million impact to Adjusted EBITDA • Tissue volumes down significantly year over year due to de-stocking, lower demand • Raw material, freight, and energy inflation impact of $80 to $85 million • Realizing benefits of Neenah closure FY 2021 Other • Interest expense: $36 to $38 million • Depreciation and amortization expense: $104 to $107 million • CAPEX: ~$42-47 million • Taxes: Effective rate 26-27% 11


 
Pulp and Paperboard • Diversified range of end-market products, well-invested national footprint • Focused on non-integrated customers with strong service and quality commitment • Well positioned for trends towards sustainable packaging and food service products Consumer Products • Leading private-brand provider with national scale and superior supply chain performance • Shift to private-brands continues with long runway • Tissue is need-based and economically resilient Near-term strategy is to prioritize free cash flow, reduce debt • Expected to achieve target leverage ratio of 2.5x by 2023 • Current capital allocation is focused on: • Sustaining our asset base • Debt reduction • Prioritize high return cost reduction and business performance projects • Maintaining a strong and flexible balance sheet is a key priority • Future capital allocation planning is shareholder value focused CLEARWATER PAPER VALUE PROPOSITION WELL POSITIONED ACROSS TWO ATTRACTIVE BUSINESSES © Clearwater Paper Corporation 2021 12


 
APPENDIX © Clearwater Paper Corporation 2021 13


 
PULP AND PAPERBOARD SEQUENTIAL QUARTER RESULTS Q3 2021 VS. Q2 2021 SEGMENT ADJUSTED EBITDA ($ IN MILLIONS) 1. Estimated net cost difference of $17 million, Q2 outage of $22 million net of Q3 outage of $5 million Lower major maintenance offset by higher input costs1 Favorable mix and higher pricing © Clearwater Paper Corporation 2021 14


 
CONSUMER PRODUCTS SEQUENTIAL QUARTER RESULTS Q3 2021 VS. Q2 2021 SEGMENT ADJUSTED EBITDA ($ IN MILLIONS) Improved demand Higher input costs partially offset by lower SG&A and benefits from Neenah consolidation © Clearwater Paper Corporation 2021 15 Change in mix


 
KEY SEGMENT INFORMATION 1. Includes both retail and away-from-home (AFH) cases. AFH was exited in Q3, 2021. AFH cases totaled 2.0 million in 2019 and 1.5 million in 2020. 2. Non-retail includes away-from-home and parent rolls. Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Pulp and Paperboard Sales ($ millions) $212.1 $235.4 $223.6 $214.3 $223.1 $216.5 $217.2 $220.4 $219.7 $227.4 $237.5 Adjusted EBITDA ($ millions) $38.9 $42.9 $28.2 $44.0 $35.5 $41.2 $41.8 $42.8 $34.0 $22.0 $43.5 Shipments (short tons) 197.8 220.6 210.5 199.1 207.9 201.7 205.3 206.2 206.7 200.6 203.4 Sales price ($/short ton) $1,024 $ 1,023 $ 1,021 $ 1,023 $ 1,013 $ 1,009 $ 1,010 $ 1,002 $1,028 $1,058 $1,102 Consumer Products Sales ($ millions) $223.1 $222.8 $227.9 $228.7 $262.5 $271.3 $245.9 $238.9 $208.4 $180.7 $214.2 Adjusted EBITDA ($ millions) $16.0 $12.4 $14.7 $20.7 $31.9 $53.9 $48.5 $44.7 $34.7 $6.7 $19.6 Shipments Retail (short tons in thousands) 73.4 76.2 79.5 79.7 90.8 95.4 86.3 83.3 70.8 61.5 76.2 Non-Retail (short tons in thousands) 10.3 6.6 6.9 8.4 9.0 5.8 3.8 6.5 9.4 7.4 5.7 Converted Products (cases in millions)1 12.3 12.5 13.2 13.3 15.2 16.0 14.5 13.9 11.7 10.2 12.3 Sales Price ($ per short ton) Retail $2,789 $ 2,764 $ 2,707 $ 2,698 $ 2,732 $ 2,729 $ 2,766 $ 2,745 $ 2,758 $2,755 $2,732 Non-Retail2 $1,799 $ 1,851 $ 1,805 $ 1,590 $ 1,548 $ 1,746 $ 1,820 $ 1,552 $ 1,404 $1,508 $988 Production Converted Products (cases in millions) 12.4 12.8 12.9 13.6 13.9 15.9 15.3 13.9 13.5 9.6 11.4 © Clearwater Paper Corporation 2021 16


 
RECONCILIATION OF ADJUSTED EBITDA ($ IN MILLIONS) June 30, 2021 2020 2021 2021 2020 Net income (loss) $ 1.9 $ 21.4 $ (51.6) $ (37.6) $ 54.5 Income tax provision (benefit) (0.3) 9.9 (16.7) (13.8) 14.1 Interest expense, net 8.9 12.2 9.3 27.5 37.0 Depreciation and amortization expense 25.9 27.7 26.9 79.6 83.5 Other operating charges, net 10.2 0.3 44.5 55.1 11.9 Other non-operating expense 2.8 1.9 2.5 7.8 5.7 Debt retirement costs 0.5 3.9 - 0.5 4.8 Adjusted EBITDA $ 49.9 $ 77.2 $ 14.8 $ 119.0 $ 211.5 Pulp and Paperboard segment income $ 34.6 $ 32.6 $ 13.0 $ 72.6 $ 90.8 Depreciation and amortization 8.9 9.2 9.0 26.9 27.6 Adjusted EBITDA Paperboard segment $ 43.5 $ 41.8 $ 22.0 $ 99.5 $ 118.5 Consumer Products segment income $ 3.7 $ 31.5 $ (10.0) $ 11.5 $ 82.9 Depreciation and amortization 15.9 17.1 16.8 49.4 51.4 Adjusted EBITDA Consumer Products segment $ 19.6 $ 48.5 $ 6.7 $ 60.9 $ 134.3 Corporate and other expense $ (14.3) $ (14.6) $ (15.0) $ (44.8) $ (45.6) Depreciation and amortization 1.1 1.5 1.0 3.3 4.4 Adjusted EBITDA Corporate and other $ (13.1) $ (13.1) $ (14.0) $ (41.4) $ (41.3) Pulp and Paperboard segment $ 43.5 $ 41.8 $ 22.0 $ 99.5 $ 118.5 Consumer Products segment 19.6 48.5 6.7 60.9 134.3 Corporate and other (13.1) (13.1) (14.0) (41.4) (41.3) Adjusted EBITDA $ 49.9 $ 77.2 $ 14.8 $ 119.0 $ 211.5 Sept 30, Sept 30, Quarter Ended Nine Months Ended © Clearwater Paper Corporation 2021 17


 
© Clearwater Paper Corporation 2021 RECONCILIATION OF ADJUSTED INCOME ($ IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 2021 2020 2021 2020 Net income (loss) 1.9$ 21.4$ (37.6)$ 54.5$ Add back: Income tax provision (benefit) (0.3) 9.9 (13.8) 14.1 Income (loss) before income taxes 1.7 31.3 (51.4) 68.7 Add back: Debt retirement costs 0.5 3.9 0.5 4.8 Other operating charges, net 10.2 0.3 55.1 11.9 Adjusted income before tax 12.4 35.5 4.2 85.3 Normalized income tax provision (benefit) 3.1 8.9 1.0 21.3 Adjusted income 9.3$ 26.6$ 3.1$ 64.0$ Weighted average diluted shares (thousands) 16,971 16,783 16,689 16,689 Adjusted income per diluted share 0.55$ 1.59$ 0.19$ 3.81$ Nine Months Ended Sept 30,Quarter Ended Sept 30, 18


 
ADDITIONAL RECONCILIATIONS Net Debt Mar 31, 2020 June 30, 2020 Sept 30, 2020 Dec 31, 2020 Mar 31, 2021 June 30, 2021 Sept 30, 2021 Cash $ 60.8 $ 48.2 $ 47.5 $ 35.9 $ 57.1 $ 60.9 $ 27.8 Current debt 58.1 1.6 1.7 1.7 1.7 1.7 1.6 Long term debt 883.9 827.9 785.5 716.4 716.3 716.2 676.5 add: Deferred debt costs 7.7 6.4 8.2 6.9 6.6 6.4 5.6 less: Financing leases (22.0) (21.6) (21.2) (20.8) (20.4) (20.0) (19.5) Subtotal 927.7 814.3 774.2 704.2 704.2 704.3 664.2 Net debt $ 866.9 $ 766.1 $ 726.7 $ 668.4 $ 647.1 $ 643.3 $ 636.4 Free Cash Flow Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Cash from operations $ 11.7 $ 109.0 $ 55.7 $ 70.8 $ 33.8 $ 14.8 $ 16.3 Additions to property, plant and equipment (10.5) (7.3) (9.7) (12.2) (11.1) (10.5) (8.9) Free cash flow $ 1.2 $ 101.7 $ 46.0 $ 58.6 $ 22.7 $ 4.3 $ 7.4 ($ IN MILLIONS) © Clearwater Paper Corporation 2021 19


 
MAJOR MAINTENANCE SCHEDULE ($ IN MILLIONS) 1. This information is based upon management’s current expectations and estimates, as well as historical averages. Many factors are outside the control of management, and actual results may differ materially from the information set forth above. See “Forward-Looking Statements” on page 2. Idaho $10 $22 $18 $20 $17 $5 $7$18 $30 $0 $0 $25 - $30 2016 2017 2018 2019 2020 2021 2022e Q1 Q2 Q3 Q4 Total $27 1 © Clearwater Paper Corporation 2021 20 $24