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: |
October 19, 2004 |
Date of Earliest Event Reported: |
October 19, 2004 |
BOISE CASCADE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
1-5057 |
82-0100960 |
|
(State or other
jurisdiction |
(Commission |
(I.R.S. Employer |
|
|
|||
1111
West Jefferson Street |
83728 |
||
(Address of principal executive offices) |
(Zip Code) |
||
|
|||
(208) 384-6161 |
|||
(Registrants telephone number, including area code) |
|||
|
|||
Not Applicable |
|||
(Former name or 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On October 19, 2004, we issued an earnings release announcing our third quarter 2004 financial results, a copy of which is attached as Exhibit 99.1. Additionally, executive management will discuss our third quarter earnings during a webcast and conference call to be held today, October 19, at 12 noon (ET). To access the webcast or conference call, please go to our website at www.bc.com.
We will issue our Third Quarter 2004 Fact Book after we file our third quarter Form 10-Q in November. In the interim period, selected pages from the Fact Book (Financial Highlights, Summary of Operations, Statistical Review / 2003, and Statistical Review / 2004) are attached as Exhibit 99.2.
We present our consolidated financial statements in accordance with generally accepted accounting principles (GAAP). To supplement the GAAP presentations, we also present the results of our operations before special gains and losses. For example, in the attached press release, we present results that exclude items such as gains on the sale of assets, non-recurring tax benefits, and unusual employee-related severance costs. We believe our presentation of results before these special items provides useful information to both investors and management by excluding gains and losses that are not indicative of our core operating results.
We have reconciled the non-GAAP financial measures to our reported financial performance in the financial notes that accompany our press release.
Item 9.01 |
Financial Statements and Exhibits. |
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(c) |
Exhibits. |
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||
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Exhibit 99.1 |
Boise Cascade Corporation earnings release dated October 19, 2004 |
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Exhibit 99.2 |
Selected pages from Boise Cascade Corporations Third Quarter 2004 Fact Book |
2
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 hereunto duly authorized.
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BOISE CASCADE CORPORATION |
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|
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By |
/s/ Karen E. Gowland |
|
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Karen E. Gowland |
|
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Vice President and Corporate Secretary |
Date: October 19, 2004 |
3
EXHIBIT INDEX
Number |
|
Description |
|
|
|
99.1 |
|
Boise Cascade Corporation earnings release dated October 19, 2004 |
|
|
|
99.2 |
|
Selected pages from Boise Cascade Corporations Third Quarter 2004 Fact Book |
4
EXHIBIT 99.1
Boise Cascade Corporation |
News Release
Media Contact |
Investor Contact |
Ralph Poore |
Vincent Hannity |
Office 208 384 7294 Home 208 331 2023 |
Office 208 384 6390 |
For Immediate Release: October 19, 2004
BOISE ANNOUNCES THIRD QUARTER 2004 FINANCIAL RESULTS
BOISE, Idaho Boise Cascade Corporation (NYSE:BCC) today reported third-quarter net income of $61.1 million, or 63 cents per diluted share.
The results included a $13.1 million pretax gain on the sale of certain Idaho timberlands recorded in our Boise Building Solutions segment; $8.8 million of costs related to the announced sale of our forest products assets in Corporate and Other; and $5.8 million of costs and lost income in Boise Office Solutions, Retail, and Boise Paper Solutions related to disruption from hurricanes in the southeastern United States.
By comparison, Boise reported net income of $32.9 million, or 48 cents per diluted share, in third quarter 2003 and $50.4 million, or 52 cents per diluted share, in second quarter 2004. Before special items, Boise earned $30.0 million, or 43 cents per diluted share, in third quarter 2003 and $22.0 million, or 21 cents per diluted share, in second quarter 2004.
FINANCIAL HIGHLIGHTS
($ in millions, except per-share amounts)
|
|
3Q |
|
3Q |
|
2Q |
|
|||
|
|
|
|
|
|
|
|
|||
Sales |
|
$ |
3,651 |
|
$ |
2,111 |
|
$ |
3,401 |
|
Net income |
|
$ |
61.1 |
|
$ |
32.9 |
|
$ |
50.4 |
|
Net income per diluted share |
|
$ |
0.63 |
|
$ |
0.48 |
|
$ |
0.52 |
|
BEFORE SPECIAL ITEMS |
|
|
|
|
|
|
|
|||
Net income |
|
$ |
61.1 |
|
$ |
30.0 |
|
$ |
22.0 |
|
Net income per diluted share |
|
$ |
0.63 |
|
$ |
0.43 |
|
$ |
0.21 |
|
- more -
Sales in third quarter 2004 increased 73% to $3.65 billion, compared with $2.11 billion in third quarter a year ago and $3.40 billion in second quarter 2004. Year-over-year sales increased primarily because of our acquisition of OfficeMax in December 2003. Sales were also aided by strong product prices in Boise Building Solutions and improving product prices in Boise Paper Solutions.
Boise
Office Solutions
($ in millions)
|
|
3Q |
|
3Q |
|
2Q |
|
|||
|
|
|
|
|
|
|
|
|||
Sales |
|
$ |
2,235 |
|
$ |
934 |
|
$ |
2,005 |
|
Operating income |
|
$ |
56.5 |
|
$ |
31.0 |
|
$ |
16.0 |
|
Operating margin |
|
2.5 |
% |
3.3 |
% |
0.8 |
% |
On December 9, 2003, Boise acquired OfficeMax, Inc. Following that acquisition, the company began reporting two operating segments, Contract and Retail, within Boise Office Solutions, its office products distribution business. Taken together, the two operating segments make up the companys Boise Office Solutions business.
In third quarter 2004, Boise Office Solutions sales increased 139% to $2.235 billion, compared with $934 million in the same quarter a year ago. Sales for locations operating in both periods, including OfficeMax retail store locations on a pro forma basis, increased 4%. Pro forma sales of office supplies and paper, technology products, and furniture each increased 3%. Boises office papers sold through Boise Office Solutions increased 26% to 178,000 tons, compared with last year.
Boise Office Solutions operating income in the third quarter was $56.5 million, up from $31.0 million in the same quarter a year ago and $16.0 million in second quarter. Segment sales, income, and operating margin increased sequentially in the third quarter. The operating margin was 2.5% in third quarter 2004, compared with 3.3% in the third quarter a year ago and 0.8% in second quarter 2004.
In third quarter 2004, Boise Office Solutions achieved $30.8 million of integration synergies related to its acquisition of OfficeMax and recorded integration costs of $6.9 million. In the first nine months of 2004, synergies totaled $75.2 million of the $80 million expected for the year, and integration costs reached $24.1 million.
2
Below is the review of operations for the Contract and Retail office products segments.
Boise
Office Solutions, Contract Segment
($ in millions)
|
|
3Q |
|
3Q |
|
2Q |
|
|||
|
|
|
|
|
|
|
|
|||
Sales |
|
$ |
1,096 |
|
$ |
934 |
|
$ |
1,038 |
|
Operating income |
|
$ |
31.4 |
|
$ |
31.0 |
|
$ |
21.4 |
|
Operating margin |
|
2.9 |
% |
3.3 |
% |
2.1 |
% |
Boise Office Solutions, Contract, sales of $1.096 billion in third quarter 2004 were 17% higher than sales in third quarter 2003 and 6% higher than in second quarter 2004. Year-over-year same-location sales on a pro forma basis rose 7% in the third quarter.
This segment reported third quarter 2004 operating income of $31.4 million, compared with $31.0 million in third quarter 2003 and $21.4 million in second quarter 2004. The operating margin was 2.9%, compared with 3.3% in third quarter a year ago and 2.1% in second quarter 2004. The Contract segment includes the former OfficeMax direct business, which is supported by excess warehouse capacity and recorded losses in the first, second, and third quarters of 2004.
Boise
Office Solutions, Retail Segment
($ in millions)
|
|
3Q |
|
2Q |
|
||
|
|
|
|
|
|
||
Sales |
|
$ |
1,138 |
|
$ |
967 |
|
Operating income (loss) |
|
$ |
25.1 |
|
$ |
(5.4 |
) |
Operating margin |
|
2.2 |
% |
(0.6 |
)% |
Boise began reporting its Boise Office Solutions, Retail, segment on December 10, 2003. In third quarter 2004, segment sales of $1.138 billion were 1% lower than OfficeMax retail sales on a pro forma basis in third quarter 2003 and 18% higher than sales in second quarter 2004. In first quarter 2004, the company closed 45 retail stores. Same-store pro forma sales were 1% higher than the year-ago third quarter.
The Retail segment reported operating income of $25.1 million in third quarter 2004, compared with a loss of $5.4 million in second quarter 2004, and an operating margin of 2.2%, compared with (0.6)% in second quarter 2004. Third quarter 2004 results were hampered by hurricanes in the southeastern United States, which caused temporary retail store closures, lost sales, and an estimated $3.0 million in lost income.
3
Boise
Building Solutions
($ in millions)
|
|
3Q |
|
3Q |
|
2Q |
|
|||
|
|
|
|
|
|
|
|
|||
Sales |
|
$ |
1,051 |
|
$ |
828 |
|
$ |
1,055 |
|
Operating income |
|
$ |
94.6 |
|
$ |
56.4 |
|
$ |
126.7 |
|
BEFORE SPECIAL ITEM |
|
|
|
|
|
|
|
|||
Operating income |
|
$ |
94.6 |
|
$ |
56.4 |
|
$ |
80.2 |
|
Boise Building Solutions reported operating income of $94.6 million in third quarter 2004, compared with $56.4 million in third quarter 2003 and $80.2 million in second quarter 2004 before a special item. Third quarter 2004 results were aided by a pretax gain of $13.1 million on the sale of certain Idaho timberlands.
Relative to third quarter 2003, average plywood prices increased 14%, and lumber prices jumped 29%. Sales of engineered wood products grew 36%, compared with third quarter 2003. Building materials distribution sales increased 34% year over year.
Relative to second quarter 2004, average plywood prices decreased 9%, while lumber prices increased 2% on average. Engineered wood products sales increased 12% from the previous quarter. Building materials distribution sales increased 1%.
Boise Paper
Solutions
($ in millions)
|
|
3Q |
|
3Q |
|
2Q |
|
|||
|
|
|
|
|
|
|
|
|||
Sales |
|
$ |
531 |
|
$ |
474 |
|
$ |
494 |
|
Operating income (loss) |
|
$ |
20.8 |
|
$ |
0.2 |
|
$ |
(1.0 |
) |
Operating income in Boise Paper Solutions was $20.8 million in third quarter 2004, compared with $200,000 in third quarter 2003 and an operating loss of $1.0 million in second quarter 2004. A September hurricane cost the business approximately $2.8 million due to timber and mill damage and lost production at our pulp and paper mill in Jackson, Alabama.
Results were higher than those of a year ago because of higher average paper prices (up 7%) and higher unit sales volume (up 3%). Relative to second quarter 2004, average paper prices increased 6%.
4
OUTLOOK
In July 2004, Boise Cascade Corporation announced the sale of its paper, forest products, and timberland assets for approximately $3.7 billion to affiliates of Boise Cascade, LLC, a new company formed by Madison Dearborn Partners LLC (MDP). The targeted completion date for this transaction is October 29.
In connection with this transaction, Boise announced on October 5, 2004, that it is offering to pay up to $800 million to repurchase all or a portion of certain outstanding debt securities. In addition, the company is making a simultaneous offer to pay up to $177 million to redeem its senior floating rate debentures.
When the transaction with MDP closes, Boise Cascade Corporation will change its name to OfficeMax Incorporated. It will continue to operate the office products distribution business as its principal business. OfficeMax will trade on the New York Stock Exchange under the ticker symbol OMX, and its corporate headquarters will be in Itasca, Illinois.
Privately held Boise Cascade, LLC, will operate from its headquarters in Boise, Idaho.
WEBCAST AND CONFERENCE CALL
Boise will host an audiovisual webcast and conference call on Tuesday, October 19, 2004, at noon Eastern Daylight Time, at which time we will review the companys recent performance and discuss the outlook for our office products business. You can join the webcast through the Boise website. Go to www.bc.com, and click on Investor Relations to find the link to the webcast. Please go to the website at least 15 minutes before the start of the webcast to register and to download and install any necessary audio software. To join the conference call, dial (800) 374-0165 international callers should dial (706) 634-0995 at least 10 minutes before the start of the call. The archived webcast will be available on the Presentations page of the Investor Relations section of Boises website.
FORWARD-LOOKING STATEMENTS
The Outlook section of this press release contains forward-looking statements about the announced sale of our paper, forest products, and timberland assets, and the associated offer to repurchase some of our outstanding debt securities. These statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected. The proposed asset disposition is subject to several conditions. There is no assurance we will be able to complete the sale at all or complete it on the terms and conditions we have reported here and elsewhere. If we cannot complete the sale, we will not be able to repay debt within the timeframes we currently anticipate. In addition, other intervening or unexpected
5
events, changes in our debt structure, or unanticipated cash requirements could disrupt our plans for the use of proceeds from the asset sale. Forward-looking statements speak only as of the date of this release. We undertake no obligation to update them in light of new information.
6
BOISE CASCADE
CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(thousands, except per-share amounts)
|
|
Three Months Ended |
|
|||||||
|
|
September 30 |
|
June 30, |
|
|||||
|
|
2004 |
|
2003 |
|
2004 |
|
|||
|
|
|
|
|
|
|
|
|||
Sales |
|
$ |
3,650,930 |
|
$ |
2,110,601 |
|
$ |
3,401,189 |
|
|
|
|
|
|
|
|
|
|||
Costs and expenses |
|
|
|
|
|
|
|
|||
Materials, labor and other operating expenses |
|
2,835,024 |
|
1,695,809 |
|
2,673,447 |
|
|||
Depreciation, amortization and cost of company timber harvested |
|
102,130 |
|
78,019 |
|
100,693 |
|
|||
Selling and distribution expenses |
|
496,229 |
|
224,405 |
|
478,015 |
|
|||
General and administrative expenses |
|
77,745 |
|
38,576 |
|
73,739 |
|
|||
Other (income) expense, net |
|
(1,161 |
) |
1,133 |
|
(43,946 |
) |
|||
|
|
3,509,967 |
|
2,037,942 |
|
3,281,948 |
|
|||
|
|
|
|
|
|
|
|
|||
Equity in net income of affiliates |
|
|
|
4,038 |
|
1,244 |
|
|||
|
|
|
|
|
|
|
|
|||
Income from operations |
|
140,963 |
|
76,697 |
|
120,485 |
|
|||
|
|
|
|
|
|
|
|
|||
Interest expense |
|
(39,945 |
) |
(31,657 |
) |
(40,432 |
) |
|||
Interest income |
|
455 |
|
221 |
|
450 |
|
|||
Foreign exchange gain (loss) |
|
1,072 |
|
133 |
|
(524 |
) |
|||
|
|
(38,418 |
) |
(31,303 |
) |
(40,506 |
) |
|||
|
|
|
|
|
|
|
|
|||
Income before income taxes and minority interest |
|
102,545 |
|
45,394 |
|
79,979 |
|
|||
Income tax provision |
|
(40,267 |
) |
(12,510 |
) |
(29,192 |
) |
|||
|
|
|
|
|
|
|
|
|||
Income before minority interest |
|
62,278 |
|
32,884 |
|
50,787 |
|
|||
Minority interest, net of income tax |
|
(1,145 |
) |
|
|
(406 |
) |
|||
|
|
|
|
|
|
|
|
|||
Net income |
|
61,133 |
|
32,884 |
|
50,381 |
|
|||
Preferred dividends |
|
(3,242 |
) |
(3,191 |
) |
(3,168 |
) |
|||
|
|
|
|
|
|
|
|
|||
Net income applicable to common shareholders |
|
$ |
57,891 |
|
$ |
29,693 |
|
$ |
47,213 |
|
|
|
|
|
|
|
|
|
|||
Net income per common share |
|
|
|
|
|
|
|
|||
Basic |
|
$ |
0.67 |
|
$ |
0.51 |
|
$ |
0.54 |
|
|
|
|
|
|
|
|
|
|||
Diluted |
|
$ |
0.63 |
|
$ |
0.48 |
|
$ |
0.52 |
|
7
SEGMENT INFORMATION
|
|
Three Months Ended |
|
|||||||
|
|
September 30 |
|
June 30, |
|
|||||
|
|
2004 |
|
2003 |
|
2004 |
|
|||
|
|
(unaudited, thousands) |
|
|||||||
Segment sales |
|
|
|
|
|
|
|
|||
Boise Office Solutions, Contract |
|
$ |
1,096,192 |
|
$ |
934,050 |
|
$ |
1,038,112 |
|
Boise Office Solutions, Retail |
|
1,138,461 |
|
|
|
966,668 |
|
|||
|
|
2,234,653 |
|
934,050 |
|
2,004,780 |
|
|||
|
|
|
|
|
|
|
|
|||
Boise Building Solutions |
|
1,051,240 |
|
828,097 |
|
1,055,267 |
|
|||
Boise Paper Solutions |
|
531,137 |
|
474,167 |
|
494,226 |
|
|||
Intersegment eliminations and other |
|
(166,100 |
) |
(125,713 |
) |
(153,084 |
) |
|||
|
|
$ |
3,650,930 |
|
$ |
2,110,601 |
|
$ |
3,401,189 |
|
|
|
|
|
|
|
|
|
|||
Segment income (loss) |
|
|
|
|
|
|
|
|||
Boise Office Solutions, Contract |
|
$ |
31,442 |
|
$ |
30,961 |
|
$ |
21,410 |
|
Boise Office Solutions, Retail |
|
25,102 |
|
|
|
(5,365 |
) |
|||
|
|
56,544 |
|
30,961 |
|
16,045 |
|
|||
|
|
|
|
|
|
|
|
|||
Boise Building Solutions |
|
94,647 |
|
56,445 |
|
126,659 |
|
|||
Boise Paper Solutions |
|
20,765 |
|
191 |
|
(958 |
) |
|||
Corporate and Other |
|
(29,466 |
) |
(10,546 |
) |
(21,335 |
) |
|||
|
|
142,490 |
|
77,051 |
|
120,411 |
|
|||
|
|
|
|
|
|
|
|
|||
Interest expense |
|
(39,945 |
) |
(31,657 |
) |
(40,432 |
) |
|||
|
|
|
|
|
|
|
|
|||
Income before income taxes and minority interest |
|
$ |
102,545 |
|
$ |
45,394 |
|
$ |
79,979 |
|
|
|
|
|
|
|
|
|
|||
Before special items |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
Segment income (loss) |
|
|
|
|
|
|
|
|||
Boise Office Solutions, Contract |
|
$ |
31,442 |
|
$ |
30,961 |
|
$ |
21,410 |
|
Boise Office Solutions, Retail |
|
25,102 |
|
|
|
(5,365 |
) |
|||
|
|
56,544 |
|
30,961 |
|
16,045 |
|
|||
|
|
|
|
|
|
|
|
|||
Boise Building Solutions |
|
94,647 |
|
56,445 |
|
80,161 |
|
|||
Boise Paper Solutions |
|
20,765 |
|
191 |
|
(958 |
) |
|||
Corporate and Other |
|
(29,466 |
) |
(10,546 |
) |
(21,335 |
) |
|||
|
|
142,490 |
|
77,051 |
|
73,913 |
|
|||
|
|
|
|
|
|
|
|
|||
Interest expense |
|
(39,945 |
) |
(31,657 |
) |
(40,432 |
) |
|||
|
|
|
|
|
|
|
|
|||
Income before income taxes and minority interest |
|
$ |
102,545 |
|
$ |
45,394 |
|
$ |
33,481 |
|
8
BOISE CASCADE
CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(thousands, except per-share amounts)
|
|
Nine Months Ended September 30 |
|
||||
|
|
2004 |
|
2003 |
|
||
|
|
|
|
|
|
||
Sales |
|
$ |
10,581,773 |
|
$ |
5,892,828 |
|
|
|
|
|
|
|
||
Costs and expenses |
|
|
|
|
|
||
Materials, labor and other operating expenses |
|
8,270,924 |
|
4,789,443 |
|
||
Depreciation, amortization and cost of company timber harvested |
|
301,172 |
|
227,331 |
|
||
Selling and distribution expenses |
|
1,480,676 |
|
656,039 |
|
||
General and administrative expenses |
|
224,373 |
|
109,246 |
|
||
Other (income) expense, net |
|
(91,768 |
) |
14,121 |
|
||
|
|
10,185,377 |
|
5,796,180 |
|
||
|
|
|
|
|
|
||
Equity in net income of affiliates |
|
6,311 |
|
4,453 |
|
||
|
|
|
|
|
|
||
Income from operations |
|
402,707 |
|
101,101 |
|
||
|
|
|
|
|
|
||
Interest expense |
|
(121,029 |
) |
(94,911 |
) |
||
Interest income |
|
1,389 |
|
653 |
|
||
Foreign exchange gain |
|
728 |
|
2,949 |
|
||
|
|
(118,912 |
) |
(91,309 |
) |
||
Income before income taxes, minority interest and cumulative effect of accounting changes |
|
283,795 |
|
9,792 |
|
||
Income tax (provision) benefit |
|
(106,423 |
) |
415 |
|
||
|
|
|
|
|
|
||
Income before minority interest and cumulative effect of accounting changes |
|
177,372 |
|
10,207 |
|
||
Minority interest, net of income tax |
|
(2,393 |
) |
|
|
||
|
|
|
|
|
|
||
Income before cumulative effect of accounting changes |
|
174,979 |
|
10,207 |
|
||
Cumulative effect of accounting changes, net of income tax |
|
|
|
(8,803 |
) |
||
|
|
|
|
|
|
||
Net income |
|
174,979 |
|
1,404 |
|
||
Preferred dividends |
|
(9,776 |
) |
(9,744 |
) |
||
|
|
|
|
|
|
||
Net income (loss) applicable to common shareholders |
|
$ |
165,203 |
|
$ |
(8,340 |
) |
|
|
|
|
|
|
||
Net income (loss) per common share |
|
|
|
|
|
||
Basic before cumulative effect of accounting changes |
|
$ |
1.91 |
|
$ |
0.01 |
|
Cumulative effect of accounting changes, net of income tax |
|
|
|
(0.15 |
) |
||
Basic |
|
$ |
1.91 |
|
$ |
(0.14 |
) |
|
|
|
|
|
|
||
Diluted before cumulative effect of accounting changes |
|
$ |
1.81 |
|
$ |
0.01 |
|
Cumulative effect of accounting changes, net of income tax |
|
|
|
(0.15 |
) |
||
Diluted |
|
$ |
1.81 |
|
$ |
(0.14 |
) |
9
SEGMENT INFORMATION
|
|
Nine Months Ended September 30 |
|
||||
|
|
2004 |
|
2003 |
|
||
|
|
(unaudited, thousands) |
|
||||
Segment sales |
|
|
|
|
|
||
Boise Office Solutions, Contract |
|
$ |
3,254,411 |
|
$ |
2,777,258 |
|
Boise Office Solutions, Retail |
|
3,326,121 |
|
|
|
||
|
|
6,580,532 |
|
2,777,258 |
|
||
|
|
|
|
|
|
||
Boise Building Solutions |
|
2,958,046 |
|
2,095,584 |
|
||
Boise Paper Solutions |
|
1,500,835 |
|
1,401,756 |
|
||
Intersegment eliminations and other |
|
(457,640 |
) |
(381,770 |
) |
||
|
|
$ |
10,581,773 |
|
$ |
5,892,828 |
|
|
|
|
|
|
|
||
Segment income (loss) |
|
|
|
|
|
||
Boise Office Solutions, Contract |
|
$ |
87,234 |
|
$ |
75,516 |
|
Boise Office Solutions, Retail |
|
43,769 |
|
|
|
||
|
|
131,003 |
|
75,516 |
|
||
|
|
|
|
|
|
||
Boise Building Solutions |
|
289,728 |
|
57,812 |
|
||
Boise Paper Solutions |
|
47,607 |
|
529 |
|
||
Corporate and Other |
|
(63,514 |
) |
(29,154 |
) |
||
|
|
404,824 |
|
104,703 |
|
||
|
|
|
|
|
|
||
Interest expense |
|
(121,029 |
) |
(94,911 |
) |
||
|
|
|
|
|
|
||
Income before income taxes, minority interest and cumulative effect of accounting changes |
|
$ |
283,795 |
|
$ |
9,792 |
|
|
|
|
|
|
|
||
Before special items |
|
|
|
|
|
||
|
|
|
|
|
|
||
Segment income (loss) |
|
|
|
|
|
||
Boise Office Solutions, Contract |
|
$ |
87,234 |
|
$ |
84,739 |
|
Boise Office Solutions, Retail |
|
43,769 |
|
|
|
||
|
|
131,003 |
|
84,739 |
|
||
|
|
|
|
|
|
||
Boise Building Solutions |
|
243,230 |
|
57,812 |
|
||
Boise Paper Solutions |
|
(12,308 |
) |
730 |
|
||
Corporate and Other |
|
(63,514 |
) |
(28,464 |
) |
||
|
|
298,411 |
|
114,817 |
|
||
|
|
|
|
|
|
||
Interest expense |
|
(121,029 |
) |
(94,911 |
) |
||
|
|
|
|
|
|
||
Income before income taxes, minority interest and cumulative effect of accounting changes |
|
$ |
177,382 |
|
$ |
19,906 |
|
10
(1) Financial Information
The Consolidated Statements of Income and Segment Information are unaudited statements, which do not include all Notes to Consolidated Financial Statements, and should be read in conjunction with the companys 2003 Annual Report on Form 10-K. In all periods presented, net income involved estimates and accruals.
Certain amounts in prior years financial statements have been reclassified to conform with the current years presentation. These reclassifications did not affect net income.
(2) Reconciliation of Net Income and Diluted Income (Loss) Per Share Before Special Items and the Cumulative Effect of Accounting Changes
We evaluate our results of operations both before and after special gains and losses. We believe our presentation of financial measures before special items enhances our investors overall understanding of our recurring operational performance. Specifically, we believe the results before special items provide useful information to both investors and management by excluding gains and losses that are not indicative of our core operating results.
In the following tables, we reconcile our financial measures before special items and the cumulative effect of accounting changes to our reported financial results for the three months ended June 30, 2004, and September 30, 2003, and the nine months ended September 30, 2004 and 2003 (see Notes 4-7 and Note 9). There were no special items during the three months ended September 30, 2004.
|
|
Three Months Ended |
|
||||||||||||||||
|
|
June 30, 2004 |
|
September 30, 2003 |
|
||||||||||||||
|
|
As |
|
Special |
|
Before |
|
As |
|
Special |
|
Before |
|
||||||
|
|
(millions, except per-share amounts) |
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Boise Office Solutions, Contract |
|
$ |
21.4 |
|
$ |
|
|
$ |
21.4 |
|
$ |
31.0 |
|
$ |
|
|
$ |
31.0 |
|
Boise Office Solutions, Retail |
|
(5.4 |
) |
|
|
(5.4 |
) |
|
|
|
|
|
|
||||||
|
|
16.0 |
|
|
|
16.0 |
|
31.0 |
|
|
|
31.0 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Boise Building Solutions |
|
126.7 |
|
(46.5 |
) |
80.2 |
|
56.4 |
|
|
|
56.4 |
|
||||||
Boise Paper Solutions |
|
(1.0 |
) |
|
|
(1.0 |
) |
0.2 |
|
|
|
0.2 |
|
||||||
Corporate and Other |
|
(21.3 |
) |
|
|
(21.3 |
) |
(10.5 |
) |
|
|
(10.5 |
) |
||||||
|
|
120.4 |
|
(46.5 |
) |
73.9 |
|
77.1 |
|
|
|
77.1 |
|
||||||
Interest expense |
|
(40.4 |
) |
|
|
(40.4 |
) |
(31.7 |
) |
|
|
(31.7 |
) |
||||||
Income before income taxes and minority interest |
|
80.0 |
|
(46.5 |
) |
33.5 |
|
45.4 |
|
|
|
45.4 |
|
||||||
Income tax provision |
|
(29.2 |
) |
18.1 |
|
(11.1 |
) |
(12.5 |
) |
(2.9 |
) |
(15.4 |
) |
||||||
Income before minority interest |
|
50.8 |
|
(28.4 |
) |
22.4 |
|
32.9 |
|
(2.9 |
) |
30.0 |
|
||||||
Minority interest, net of income tax |
|
(0.4 |
) |
|
|
(0.4 |
) |
|
|
|
|
|
|
||||||
Net income |
|
$ |
50.4 |
|
$ |
(28.4 |
) |
$ |
22.0 |
|
$ |
32.9 |
|
$ |
(2.9 |
) |
$ |
30.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income per common share (c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted |
|
$ |
0.52 |
|
$ |
(0.31 |
) |
$ |
0.21 |
|
$ |
0.48 |
|
$ |
(0.05 |
) |
$ |
0.43 |
|
(a) See Note 5 for a discussion of this special item.
(b) See Note 7 for a discussion of this special item.
(c) Calculated using 91.7 million and 62.7 million average diluted shares outstanding for the three months ended June 30, 2004, and September 30, 2003 (see Note 10).
11
|
|
Nine Months Ended |
|
||||||||||||||||
|
|
September 30, 2004 |
|
September 30, 2003 |
|
||||||||||||||
|
|
As |
|
Special |
|
Before |
|
As |
|
Special |
|
Before |
|
||||||
|
|
(millions, except per-share amounts) |
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Boise Office Solutions, Contract |
|
$ |
87.2 |
|
$ |
|
|
$ |
87.2 |
|
$ |
75.5 |
|
$ |
9.2 |
|
$ |
84.7 |
|
Boise Office Solutions, Retail |
|
43.8 |
|
|
|
43.8 |
|
|
|
|
|
|
|
||||||
|
|
131.0 |
|
|
|
131.0 |
|
75.5 |
|
9.2 |
|
84.7 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Boise Building Solutions |
|
289.7 |
|
(46.5 |
) |
243.2 |
|
57.8 |
|
|
|
57.8 |
|
||||||
Boise Paper Solutions |
|
47.6 |
|
(59.9 |
) |
(12.3 |
) |
0.5 |
|
0.2 |
|
0.7 |
|
||||||
Corporate and Other |
|
(63.5 |
) |
|
|
(63.5 |
) |
(29.1 |
) |
0.7 |
|
(28.4 |
) |
||||||
|
|
404.8 |
|
(106.4 |
) |
298.4 |
|
104.7 |
|
10.1 |
|
114.8 |
|
||||||
Interest expense |
|
(121.0 |
) |
|
|
(121.0 |
) |
(94.9 |
) |
|
|
(94.9 |
) |
||||||
Income before income taxes, minority interest and cumulative effect of accounting changes |
|
283.8 |
|
(106.4 |
) |
177.4 |
|
9.8 |
|
10.1 |
|
19.9 |
|
||||||
Income tax (provision) benefit |
|
(106.4 |
) |
41.4 |
|
(65.0 |
) |
0.4 |
|
(6.8 |
) |
(6.4 |
) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before minority interest and cumulative effect of accounting changes |
|
177.4 |
|
(65.0 |
) |
112.4 |
|
10.2 |
|
3.3 |
|
13.5 |
|
||||||
Minority interest, net of income tax |
|
(2.4 |
) |
|
|
(2.4 |
) |
|
|
|
|
|
|
||||||
Income before cumulative effect of accounting changes |
|
175.0 |
|
(65.0 |
) |
110.0 |
|
10.2 |
|
3.3 |
|
13.5 |
|
||||||
Cumulative effect of accounting changes, net of income tax |
|
|
|
|
|
|
|
(8.8 |
) |
8.8 |
|
|
|
||||||
Net income |
|
$ |
175.0 |
|
$ |
(65.0 |
) |
$ |
110.0 |
|
$ |
1.4 |
|
$ |
12.1 |
|
$ |
13.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) per common share (c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted before cumulative effect of accounting changes |
|
$ |
1.81 |
|
$ |
(0.71 |
) |
$ |
1.10 |
|
$ |
0.01 |
|
$ |
0.06 |
|
$ |
0.07 |
|
Cumulative effect of accounting changes, net of income tax |
|
|
|
|
|
|
|
(0.15 |
) |
0.15 |
|
|
|
||||||
Diluted |
|
$ |
1.81 |
|
$ |
(0.71 |
) |
$ |
1.10 |
|
$ |
(0.14 |
) |
$ |
0.21 |
|
$ |
0.07 |
|
(a) See Notes 4 and 5 for a discussion of these special items.
(b) See Notes 6, 7, and 9 for a discussion of these special items.
(c) Calculated using 91.7 million and 58.3 million average diluted shares outstanding for the nine months ended September 30, 2004, and September 30, 2003 (see Note 10).
(3) Acquisition of OfficeMax
On December 9, 2003, we acquired OfficeMax, Inc. OfficeMax is a subsidiary of Boise Cascade Corporation, and the results of OfficeMax operations after December 9, 2003, are included in our Boise Office Solutions, Contract and Retail segments. For more information about the acquisition, see Note 2, OfficeMax Acquisition, in Item 8. Financial Statements and Supplementary Data in our 2003 Annual Report on Form 10-K.
12
(4) First Quarter 2004
On March 31, 2004, we sold approximately 79,000 acres of timberland located in western Louisiana for $84 million. We recorded a $59.9 million gain in Other income (expense) in our Boise Paper Solutions segment. This item increased net income $36.6 million after taxes for the nine months ended September 30, 2004.
(5) Second Quarter 2004
In May 2004, we sold our 47% interest in Voyageur Panel to Ainsworth Lumber Co. Ltd. for $91.2 million of cash. We recorded a $46.5 million gain in Other income (expense) in our Boise Building Solutions segment. This item increased net income $28.4 million after taxes for the three months ended June 30, 2004, and the nine months ended September 30, 2004.
Prior to the sale, we accounted for the joint venture under the equity method. Accordingly, segment results do not include the joint ventures sales but do include $1.2 million and $4.0 million of equity in earnings during the three months ended June 30, 2004, and September 30, 2003. The nine months ended September 30, 2004 and 2003, include $6.3 million and $4.4 million of equity in earnings.
(6) First Quarter 2003
In first quarter 2003, we announced the termination of approximately 550 employees and recorded a pretax charge of $10.1 million for employee-related costs in Other (income) expense, net. We recorded these costs in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 112, Employers Accounting for Postemployment Benefits. We recorded $9.2 million in the Boise Office Solutions, Contract, segment; $0.2 million in the Boise Paper Solutions segment; and $0.7 million in our Corporate and Other segment. Employee-related costs are primarily for severance payments, most of which were paid in 2003 with the remainder to be paid in 2004. This item decreased our net income $6.1 million for the nine months ended September 30, 2003.
(7) Third Quarter 2003
During third quarter 2003, we recorded a net $2.9 million gain, which included a one-time tax benefit related to a favorable tax ruling, net of changes in other tax items.
(8) Income Taxes
Our estimated effective tax provision rate for the nine months ended September 30, 2004, was 37.5%, compared with an effective tax benefit rate of 4.2% for the nine months ended September 30, 2003. Before the special items discussed in Notes 4 through 7 above, our estimated tax provision rate for the nine months ended September 30, 2004, was 36.7%, compared with a 32.4% tax benefit rate for the nine months ended September 30, 2003. Changes in estimated tax rates are due to the sensitivity of the rates to changing income levels and the mix of domestic and foreign sources of income.
(9) Cumulative Effect of Accounting Changes
Effective January 1, 2003, we adopted the provisions of SFAS No. 143, Accounting for Asset Retirement Obligations, which affects the way we account for landfill closure costs. This statement requires us to record an asset and a liability (discounted) for the estimated closure and closed-site monitoring costs and to depreciate the asset over the landfills expected useful life. Previously, we accrued for the closure costs over the life of the landfill and expensed monitoring costs as incurred. Effective January 1, 2003, we recorded a one-time after-tax charge of $4.1 million, or 7 cents per share, as a cumulative-effect adjustment for the difference between the amounts recognized in our consolidated financial statements prior to the adoption of this statement and the amount recognized after adopting the provisions of SFAS No. 143.
13
Effective January 1, 2003, we adopted an accounting change for vendor allowances to comply with the guidelines issued by the Financial Accounting Standards Boards Emerging Issues Task Force EITF 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received From a Vendor. Under the new guidance, vendor allowances reside in inventory with the product and are recognized when the product is sold, changing the timing of our recognition of these items. This change resulted in a one-time, noncash, cumulative-effect adjustment of $4.7 million, or 8 cents per share.
(10) Net Income (Loss) Per Common Share
Net income (loss) per common share was determined by dividing net income (loss), as adjusted, by weighted average shares outstanding. For the nine months ended September 30, 2003, the computation of diluted loss per share was antidilutive; therefore, amounts reported for basic and diluted loss were the same.
|
|
Three Months Ended |
|
|||||||
|
|
September 30 |
|
June 30, |
|
|||||
|
|
2004 |
|
2003 |
|
2004 |
|
|||
|
|
(unaudited) |
|
|||||||
|
|
(thousands, except per-share amounts) |
|
|||||||
BASIC |
|
|
|
|
|
|
|
|||
Net income |
|
$ |
61,133 |
|
$ |
32,884 |
|
$ |
50,381 |
|
Preferred dividends |
|
(3,242 |
) |
(3,191 |
) |
(3,168 |
) |
|||
Basic income |
|
$ |
57,891 |
|
$ |
29,693 |
|
$ |
47,213 |
|
|
|
|
|
|
|
|
|
|||
Average shares used to determine basic income per common share |
|
86,864 |
|
58,411 |
|
86,474 |
|
|||
|
|
|
|
|
|
|
|
|||
Basic income per common share |
|
$ |
0.67 |
|
$ |
0.51 |
|
$ |
0.54 |
|
|
|
|
|
|
|
|
|
|||
DILUTED |
|
|
|
|
|
|
|
|||
Basic income |
|
$ |
57,891 |
|
$ |
29,693 |
|
$ |
47,213 |
|
Preferred dividends eliminated |
|
3,242 |
|
3,191 |
|
3,168 |
|
|||
Supplemental ESOP contribution |
|
(2,971 |
) |
(2,891 |
) |
(2,869 |
) |
|||
Diluted income |
|
$ |
58,162 |
|
$ |
29,993 |
|
$ |
47,512 |
|
|
|
|
|
|
|
|
|
|||
Average shares used to determine basic income per common share |
|
86,864 |
|
58,411 |
|
86,474 |
|
|||
Restricted stock, stock options and other |
|
1,982 |
|
956 |
|
1,976 |
|
|||
Series D Convertible Preferred Stock |
|
3,170 |
|
3,330 |
|
3,252 |
|
|||
Average shares used to determine diluted income per common share |
|
92,016 |
|
62,697 |
|
91,702 |
|
|||
|
|
|
|
|
|
|
|
|||
Diluted income per common share |
|
$ |
0.63 |
|
$ |
0.48 |
|
$ |
0.52 |
|
14
|
|
Nine Months Ended September 30 |
|
||||
|
|
2004 |
|
2003 |
|
||
|
|
(unaudited) |
|
||||
|
|
(thousands, except per-share amounts) |
|
||||
BASIC |
|
|
|
|
|
||
Income before cumulative effect of accounting changes |
|
$ |
174,979 |
|
$ |
10,207 |
|
Preferred dividends (a) |
|
(9,776 |
) |
(9,744 |
) |
||
Basic income before cumulative effect of accounting changes |
|
165,203 |
|
463 |
|
||
Cumulative effect of accounting changes, net of income tax |
|
|
|
(8,803 |
) |
||
Basic income (loss) |
|
$ |
165,203 |
|
$ |
(8,340 |
) |
|
|
|
|
|
|
||
Average shares used to determine basic income (loss) per common share |
|
86,472 |
|
58,334 |
|
||
|
|
|
|
|
|
||
Basic income per common share before cumulative effect of accounting changes |
|
$ |
1.91 |
|
$ |
0.01 |
|
Cumulative effect of accounting changes, net of income tax |
|
|
|
(0.15 |
) |
||
Basic income (loss) per common share |
|
$ |
1.91 |
|
$ |
(0.14 |
) |
|
|
|
|
|
|
||
DILUTED |
|
|
|
|
|
||
Basic income before cumulative effect of accounting changes |
|
$ |
165,203 |
|
$ |
463 |
|
Preferred dividends eliminated |
|
9,776 |
|
|
|
||
Supplemental ESOP contribution |
|
(8,903 |
) |
|
|
||
Diluted income before cumulative effect of accounting changes |
|
166,076 |
|
463 |
|
||
Cumulative effect of accounting changes, net of income tax |
|
|
|
(8,803 |
) |
||
Diluted income (loss) |
|
$ |
166,076 |
|
$ |
(8,340 |
) |
|
|
|
|
|
|
||
Average shares used to determine basic income (loss) per common share |
|
86,472 |
|
58,334 |
|
||
Restricted stock, stock options, and other |
|
1,947 |
|
|
|
||
Series D Convertible Preferred Stock |
|
3,244 |
|
|
|
||
Average shares used to determine diluted income (loss) per common share |
|
91,663 |
|
58,334 |
|
||
|
|
|
|
|
|
||
Diluted income per common share before cumulative effect of accounting changes |
|
$ |
1.81 |
|
$ |
0.01 |
|
Cumulative effect of accounting changes, net of income tax |
|
|
|
(0.15 |
) |
||
Diluted income (loss) per common share |
|
$ |
1.81 |
|
$ |
(0.14 |
) |
(a) Dividend attributable to our Series D Convertible Preferred Stock held by our ESOP (employee stock ownership plan) is net of a tax benefit.
15
EXHIBIT 99.2
Financial Highlights |
Boise and Subsidiaries |
|
|
|
|
|
|
|
|
|
2004 |
|
|||||||||||||||
|
|
2001 |
|
2002 |
|
2003 |
|
First |
|
Second |
|
Third |
|
Fourth |
|
Year (1) |
|
|||||||
|
|
(millions, except per-share amounts) |
|
|||||||||||||||||||||
Sales and Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sales |
|
$ |
7,422.2 |
|
$ |
7,412.3 |
|
$ |
8,245.1 |
|
$ |
3,529.7 |
|
$ |
3,401.2 |
|
$ |
3,650.9 |
|
|
|
$ |
10,581.8 |
|
Income from operations |
|
81.1 |
|
118.3 |
|
147.8 |
|
141.3 |
|
120.4 |
|
141.0 |
|
|
|
402.7 |
|
|||||||
Net income (loss) before cumulative effect of accounting changes |
|
$ |
(42.5 |
) |
$ |
11.3 |
|
$ |
17.1 |
|
$ |
63.5 |
|
$ |
50.4 |
|
$ |
61.1 |
|
|
|
$ |
175.0 |
|
Cumulative effect of accounting changes, net of income tax |
|
|
|
|
|
(8.8 |
) |
|
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss) |
|
$ |
(42.5 |
) |
$ |
11.3 |
|
$ |
8.3 |
|
$ |
63.5 |
|
$ |
50.4 |
|
$ |
61.1 |
|
|
|
$ |
175.0 |
|
Net income (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diluted before cumulative effect of accounting changes |
|
$ |
(.96 |
) |
$ |
(.03 |
) |
$ |
.07 |
|
$ |
.66 |
|
$ |
.52 |
|
$ |
.63 |
|
|
|
$ |
1.81 |
|
Cumulative effect of accounting changes, net of income tax |
|
|
|
|
|
(.15 |
) |
|
|
|
|
|
|
|
|
|
|
|||||||
Diluted |
|
$ |
(.96 |
) |
$ |
(.03 |
) |
$ |
(.08 |
) |
$ |
.66 |
|
$ |
.52 |
|
$ |
.63 |
|
|
|
$ |
1.81 |
|
Cash dividends paid per common share |
|
$ |
.60 |
|
$ |
.60 |
|
$ |
.60 |
|
$ |
.15 |
|
$ |
.15 |
|
$ |
.15 |
|
|
|
$ |
.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Financial Condition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Capital expenditures |
|
380.0 |
|
266.2 |
|
1,634.3 |
|
70.3 |
|
81.0 |
|
|
|
|
|
|
|
|||||||
Total assets |
|
4,934.0 |
|
4,947.4 |
|
7,376.2 |
|
7,636.3 |
|
7,481.1 |
|
7,818.7 |
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Long-term debt, less current portion |
|
$ |
1,062.9 |
|
$ |
1,387.4 |
|
$ |
1,999.9 |
|
$ |
2,179.2 |
|
$ |
1,419.5 |
|
$ |
1,236.7 |
|
|
|
|
|
|
Current portion of long-term debt and short-term borrowings |
|
440.0 |
|
153.7 |
|
88.2 |
|
118.9 |
|
716.8 |
|
1,069.6 |
|
|
|
|
|
|||||||
Adjustable conversion-rate equity security units |
|
172.5 |
|
172.5 |
|
172.5 |
|
172.5 |
|
172.5 |
|
172.5 |
|
|
|
|
|
|||||||
Guarantee of ESOP debt |
|
80.9 |
|
51.4 |
|
19.1 |
|
19.1 |
|
|
|
|
|
|
|
|
|
|||||||
Total debt |
|
$ |
1,756.3 |
|
$ |
1,765.0 |
|
$ |
2,279.7 |
|
$ |
2,489.7 |
|
$ |
2,308.8 |
|
$ |
2,478.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shareholders equity |
|
$ |
1,578.4 |
|
$ |
1,399.5 |
|
$ |
2,323.6 |
|
$ |
2,389.6 |
|
$ |
2,442.2 |
|
$ |
2,513.6 |
|
|
|
|
|
|
Shareholders equity per common share |
|
$ |
25.10 |
|
$ |
21.59 |
|
$ |
24.76 |
|
$ |
25.43 |
|
$ |
25.73 |
|
$ |
26.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Financial Ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Return on sales |
|
(.6 |
)% |
.2 |
% |
.1 |
% |
1.8 |
% |
1.5 |
% |
1.7 |
% |
|
|
1.7 |
% |
|||||||
Debt to equity |
|
1.11:1 |
|
1.26:1 |
|
.98:1 |
|
1.04:1 |
|
.95:1 |
|
.99:1 |
|
|
|
|
|
|||||||
Debt to total capitalization |
|
52.7 |
% |
55.8 |
% |
49.3 |
% |
50.8 |
% |
48.4 |
% |
49.4 |
% |
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Effective tax (provision) benefit rate |
|
12.1 |
% |
192.8 |
% |
(11.5 |
)% |
(36.5 |
)% |
(36.5 |
)% |
(39.3 |
)% |
|
|
(37.5 |
)% |
|||||||
Number of common shares outstanding at the end of the period (thousands) |
|
58,062 |
|
58,284 |
|
87,137 |
|
87,442 |
|
87,915 |
|
88,153 |
|
|
|
|
|
|||||||
Average number of common shares (thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic |
|
57,680 |
|
58,216 |
|
60,093 |
|
86,075 |
|
86,474 |
|
86,864 |
|
|
|
86,472 |
|
|||||||
Diluted(2) |
|
61,797 |
|
62,090 |
|
64,180 |
|
91,267 |
|
91,702 |
|
92,016 |
|
|
|
91,663 |
|
|||||||
Common stock price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
High |
|
$ |
38.00 |
|
$ |
38.81 |
|
$ |
32.89 |
|
$ |
35.26 |
|
$ |
38.01 |
|
$ |
38.01 |
|
|
|
|
|
|
Low |
|
$ |
26.99 |
|
$ |
19.61 |
|
$ |
20.72 |
|
$ |
30.64 |
|
$ |
32.29 |
|
$ |
30.14 |
|
|
|
|
|
|
Close |
|
$ |
34.01 |
|
$ |
25.22 |
|
$ |
32.86 |
|
$ |
34.65 |
|
$ |
37.64 |
|
$ |
33.28 |
|
|
|
|
|
(1) Rows may not add due to rounding.
(2) For the years ended December 31, 2001, 2002, and 2003, the computation of diluted net loss per share was antidilutive; accordingly, diluted net loss per share was calculated using the average basic shares outstanding.
Summary of Operations Boise and Subsidiaries
|
|
2003 |
|
|||||||||||||
Quarterly Results by Segment (Unaudited)(1) |
|
First |
|
Second |
|
Third |
|
Fourth |
|
Year |
|
|||||
|
|
(millions, except per-share amounts) |
|
|||||||||||||
Sales by Segment |
|
|
|
|
|
|
|
|
|
|
|
|||||
Boise Office Solutions, Contract |
|
$ |
938.3 |
|
$ |
904.9 |
|
$ |
934.1 |
|
$ |
964.7 |
|
$ |
3,741.9 |
|
Boise Office Solutions, Retail |
|
|
|
|
|
|
|
283.2 |
|
283.2 |
|
|||||
|
|
938.3 |
|
904.9 |
|
934.1 |
|
1,247.9 |
|
4,025.1 |
|
|||||
Boise Building Solutions |
|
574.6 |
|
692.8 |
|
828.1 |
|
776.3 |
|
2,871.9 |
|
|||||
Boise Paper Solutions |
|
468.2 |
|
459.4 |
|
474.2 |
|
450.9 |
|
1,852.6 |
|
|||||
Corporate and Other |
|
19.4 |
|
18.8 |
|
20.6 |
|
19.1 |
|
77.9 |
|
|||||
|
|
2,000.5 |
|
2,075.9 |
|
2,256.9 |
|
2,494.2 |
|
8,827.5 |
|
|||||
Intersegment eliminations |
|
(147.3 |
) |
(146.9 |
) |
(146.3 |
) |
(141.8 |
) |
(582.4 |
) |
|||||
Trade sales |
|
$ |
1,853.2 |
|
$ |
1,929.0 |
|
$ |
2,110.6 |
|
$ |
2,352.3 |
|
$ |
8,245.1 |
|
Income (Loss) by Segment |
|
|
|
|
|
|
|
|
|
|
|
|||||
Boise Office Solutions, Contract |
|
$ |
20.7 |
|
$ |
23.9 |
|
$ |
31.0 |
|
$ |
33.9 |
|
$ |
109.4 |
|
Boise Office Solutions, Retail |
|
|
|
|
|
|
|
6.1 |
|
6.1 |
|
|||||
|
|
20.7 |
|
23.9 |
|
31.0 |
|
40.0 |
|
115.5 |
|
|||||
Boise Building Solutions |
|
(8.5 |
) |
9.8 |
|
56.4 |
|
37.6 |
|
95.4 |
|
|||||
Boise Paper Solutions |
|
(0.7 |
) |
1.0 |
|
0.2 |
|
(14.4 |
) |
(13.9 |
) |
|||||
Corporate and Other |
|
(8.7 |
) |
(9.9 |
) |
(10.5 |
) |
(16.1 |
) |
(45.2 |
) |
|||||
|
|
2.8 |
|
24.9 |
|
77.1 |
|
47.1 |
|
151.8 |
|
|||||
Interest expense |
|
(32.2 |
) |
(31.1 |
) |
(31.7 |
) |
(37.6 |
) |
(132.5 |
) |
|||||
Income (loss) before income taxes and cumulative effect of accounting changes |
|
(29.4 |
) |
(6.2 |
) |
45.4 |
|
9.5 |
|
19.3 |
|
|||||
Income tax (provision) benefit |
|
10.7 |
|
2.3 |
|
(12.5 |
) |
(2.6 |
) |
(2.2 |
) |
|||||
Income (loss) before cumulative effect of accounting changes |
|
(18.7 |
) |
(4.0 |
) |
32.9 |
|
6.9 |
|
17.1 |
|
|||||
Cumulative effect of accounting changes, net of income tax |
|
(8.8 |
) |
|
|
|
|
|
|
(8.8 |
) |
|||||
Net income (loss) |
|
$ |
(27.5 |
) |
$ |
(4.0 |
) |
$ |
32.9 |
|
$ |
6.9 |
|
$ |
8.3 |
|
Net income (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|||||
Diluted net income (loss) before cumulative effect of accounting changes |
|
$ |
(.38 |
) |
$ |
(.12 |
) |
$ |
.48 |
|
$ |
.05 |
|
$ |
.07 |
|
Cumulative effect of accounting changes, net of income tax |
|
(.15 |
) |
|
|
|
|
|
|
(.15 |
) |
|||||
Diluted |
|
$ |
(.53 |
) |
$ |
(.12 |
) |
$ |
.48 |
|
$ |
.05 |
|
$ |
(.08 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2004 |
|
|||||||||||||
|
|
First |
|
Second |
|
Third |
|
Fourth |
|
Year |
|
|||||
|
|
(millions, except per-share amounts) |
|
|||||||||||||
Sales by Segment |
|
|
|
|
|
|
|
|
|
|
|
|||||
Boise Office Solutions, Contract |
|
$ |
1,120.1 |
|
$ |
1,038.1 |
|
$ |
1,096.2 |
|
|
|
$ |
3,254.4 |
|
|
Boise Office Solutions, Retail |
|
1,221.0 |
|
966.7 |
|
1,138.5 |
|
|
|
3,326.1 |
|
|||||
|
|
2,341.1 |
|
2,004.8 |
|
2,234.7 |
|
|
|
6,580.5 |
|
|||||
Boise Building Solutions |
|
851.5 |
|
1,055.3 |
|
1,051.2 |
|
|
|
2,958.0 |
|
|||||
Boise Paper Solutions |
|
475.5 |
|
494.2 |
|
531.1 |
|
|
|
1,500.8 |
|
|||||
Corporate and Other |
|
22.1 |
|
39.7 |
|
8.1 |
|
|
|
69.9 |
|
|||||
|
|
3,690.2 |
|
3,594.0 |
|
3,825.1 |
|
|
|
11,109.3 |
|
|||||
Intersegment eliminations |
|
(160.5 |
) |
(192.8 |
) |
(174.2 |
) |
|
|
(527.5 |
) |
|||||
Trade sales |
|
$ |
3,529.7 |
|
$ |
3,401.2 |
|
$ |
3,650.9 |
|
|
|
$ |
10,581.8 |
|
|
Income by Segment |
|
|
|
|
|
|
|
|
|
|
|
|||||
Boise Office Solutions, Contract |
|
$ |
34.4 |
|
$ |
21.4 |
|
$ |
31.4 |
|
|
|
$ |
87.2 |
|
|
Boise Office Solutions, Retail |
|
24.0 |
|
(5.4 |
) |
25.1 |
|
|
|
43.8 |
|
|||||
|
|
58.4 |
|
16.0 |
|
56.5 |
|
|
|
131.0 |
|
|||||
Boise Building Solutions |
|
68.4 |
|
126.7 |
|
94.6 |
|
|
|
289.7 |
|
|||||
Boise Paper Solutions |
|
27.8 |
|
(1.0 |
) |
20.8 |
|
|
|
47.6 |
|
|||||
Corporate and Other |
|
(12.7 |
) |
(21.3 |
) |
(29.5 |
) |
|
|
(63.5 |
) |
|||||
|
|
141.9 |
|
120.4 |
|
142.4 |
|
|
|
404.8 |
|
|||||
Interest expense |
|
(40.6 |
) |
(40.4 |
) |
(39.9 |
) |
|
|
(121.0 |
) |
|||||
Income before income taxes and minority interest |
|
101.3 |
|
80.0 |
|
102.5 |
|
|
|
283.8 |
|
|||||
Income tax provision |
|
(37.0 |
) |
(29.2 |
) |
(40.3 |
) |
|
|
(106.4 |
) |
|||||
Income before minority interest |
|
64.3 |
|
50.8 |
|
62.2 |
|
|
|
177.4 |
|
|||||
Minority interest, net of income tax |
|
(0.8 |
) |
(0.4 |
) |
(1.1 |
) |
|
|
(2.4 |
) |
|||||
Net income |
|
$ |
63.5 |
|
$ |
50.4 |
|
$ |
61.1 |
|
|
|
$ |
175.0 |
|
|
Net income per common share |
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic |
|
$ |
.70 |
|
$ |
.54 |
|
$ |
.67 |
|
|
|
$ |
1.91 |
|
|
Diluted |
|
$ |
.66 |
|
$ |
.52 |
|
$ |
.63 |
|
|
|
$ |
1.81 |
|
(1) Columns and rows may not add due to rounding.
Statistical Review / 2003
|
|
2003 |
|
|||||||||||||
|
|
First |
|
Second |
|
Third |
|
Fourth |
|
Year |
|
|||||
Boise Office Solutions, Contract |
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales by Product Line (millions) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Office supplies and paper |
|
$ |
567 |
|
$ |
539 |
|
$ |
555 |
|
$ |
572 |
|
$ |
2,233 |
|
Technology products |
|
277 |
|
275 |
|
280 |
|
293 |
|
1,125 |
|
|||||
Office furniture |
|
94 |
|
91 |
|
99 |
|
100 |
|
384 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales by Geography (millions) |
|
|
|
|
|
|
|
|
|
|
|
|||||
United States |
|
$ |
709 |
|
$ |
682 |
|
$ |
712 |
|
$ |
720 |
|
$ |
2,823 |
|
International |
|
229 |
|
223 |
|
222 |
|
245 |
|
919 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales Growth |
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales growth |
|
6 |
% |
6 |
% |
4 |
% |
6 |
% |
6 |
% |
|||||
Same-location sales growth |
|
6 |
% |
6 |
% |
4 |
% |
4 |
% |
5 |
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Margins (percentage of sales) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit margin |
|
23.8 |
% |
23.8 |
% |
24.2 |
% |
25.4 |
% |
24.3 |
% |
|||||
Operating profit margin |
|
2.2 |
% |
2.6 |
% |
3.3 |
% |
3.5 |
% |
2.9 |
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Boise Office Solutions, Retail |
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales by Product Line (millions) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Office supplies and paper |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
92 |
|
$ |
92 |
|
Technology products |
|
|
|
|
|
|
|
161 |
|
161 |
|
|||||
Office furniture |
|
|
|
|
|
|
|
30 |
|
30 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales by Geography (millions) |
|
|
|
|
|
|
|
|
|
|
|
|||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
283 |
|
$ |
283 |
|
International |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Margins (percentage of sales) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit margin |
|
|
|
|
|
|
|
24.5 |
% |
24.5 |
% |
|||||
Operating profit margin |
|
|
|
|
|
|
|
2.2 |
% |
2.2 |
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Boise Building Solutions |
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales Volumes |
|
|
|
|
|
|
|
|
|
|
|
|||||
Plywood (thousand square feet) (3/8 basis) |
|
466,537 |
|
476,896 |
|
499,323 |
|
447,724 |
|
1,890,480 |
|
|||||
Particleboard (thousand square feet) (3/4 basis) |
|
41,192 |
|
38,609 |
|
36,524 |
|
36,296 |
|
152,621 |
|
|||||
Lumber (thousand board feet) |
|
93,524 |
|
93,113 |
|
90,522 |
|
86,895 |
|
364,054 |
|
|||||
LVL (hundred cubic feet) |
|
20,685 |
|
25,063 |
|
28,431 |
|
24,115 |
|
98,294 |
|
|||||
I-joists (thousand equivalent lineal feet) |
|
40,534 |
|
53,271 |
|
60,275 |
|
45,869 |
|
199,949 |
|
|||||
Engineered wood products (millions) |
|
$ |
68 |
|
$ |
85 |
|
$ |
96 |
|
$ |
80 |
|
$ |
329 |
|
Building materials distribution (millions) |
|
$ |
391 |
|
$ |
505 |
|
$ |
603 |
|
$ |
549 |
|
$ |
2,048 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Selected Prices (average net selling prices) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Plywood (thousand square feet) (3/8 basis) |
|
$ |
220 |
|
$ |
228 |
|
$ |
291 |
|
$ |
334 |
|
$ |
267 |
|
Particleboard (thousand square feet) (3/4 basis) |
|
219 |
|
230 |
|
243 |
|
254 |
|
236 |
|
|||||
Lumber (thousand board feet) |
|
412 |
|
400 |
|
446 |
|
468 |
|
431 |
|
|||||
LVL (hundred cubic feet) |
|
1,453 |
|
1,447 |
|
1,440 |
|
1,516 |
|
1,463 |
|
|||||
I-joists (thousand equivalent lineal feet) |
|
867 |
|
861 |
|
865 |
|
905 |
|
874 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Boise Paper Solutions |
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales Volumes (thousands of short tons) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Uncoated free sheet |
|
353 |
|
351 |
|
353 |
|
339 |
|
1,396 |
|
|||||
Containerboard |
|
158 |
|
154 |
|
170 |
|
168 |
|
650 |
|
|||||
Newsprint |
|
106 |
|
89 |
|
101 |
|
120 |
|
416 |
|
|||||
Other |
|
33 |
|
31 |
|
47 |
|
35 |
|
146 |
|
|||||
|
|
650 |
|
625 |
|
671 |
|
662 |
|
2,608 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Corrugated containers (millions of square feet) |
|
1,122 |
|
1,151 |
|
1,204 |
|
1,114 |
|
4,591 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Selected Prices (average net selling prices per short ton) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Uncoated free sheet |
|
$ |
747 |
|
$ |
734 |
|
$ |
713 |
|
$ |
690 |
|
$ |
721 |
|
Containerboard |
|
341 |
|
347 |
|
342 |
|
319 |
|
337 |
|
|||||
Newsprint |
|
374 |
|
399 |
|
412 |
|
405 |
|
397 |
|
Statistical Review / 2004
|
|
2004 |
|
|||||||||||
|
|
First |
|
Second |
|
Third |
|
Fourth |
|
Year |
|
|||
Boise Office Solutions, Contract |
|
|
|
|
|
|
|
|
|
|
|
|||
Sales by Product Line (millions) |
|
|
|
|
|
|
|
|
|
|
|
|||
Office supplies and paper |
|
$ |
642 |
|
$ |
576 |
|
$ |
611 |
|
|
|
|
|
Technology products |
|
352 |
|
342 |
|
356 |
|
|
|
|
|
|||
Office furniture |
|
126 |
|
120 |
|
129 |
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sales by Geography (millions) |
|
|
|
|
|
|
|
|
|
|
|
|||
United States |
|
$ |
853 |
|
$ |
813 |
|
$ |
865 |
|
|
|
|
|
International |
|
267 |
|
225 |
|
231 |
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sales Growth |
|
|
|
|
|
|
|
|
|
|
|
|||
Sales growth |
|
19 |
% |
15 |
% |
17 |
% |
|
|
|
|
|||
Same-location sales growth |
|
9 |
% |
6 |
% |
8 |
% |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Margins (percentage of sales) |
|
|
|
|
|
|
|
|
|
|
|
|||
Gross profit margin |
|
24.3 |
% |
24.0 |
% |
23.4 |
% |
|
|
|
|
|||
Operating profit margin |
|
3.1 |
% |
2.1 |
% |
2.9 |
% |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Boise Office Solutions, Retail |
|
|
|
|
|
|
|
|
|
|
|
|||
Sales by Product Line (millions) |
|
|
|
|
|
|
|
|
|
|
|
|||
Office supplies and paper |
|
$ |
470 |
|
$ |
379 |
|
$ |
490 |
|
|
|
|
|
Technology products |
|
640 |
|
503 |
|
543 |
|
|
|
|
|
|||
Office furniture |
|
111 |
|
85 |
|
105 |
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sales by Geography (millions) |
|
|
|
|
|
|
|
|
|
|
|
|||
United States |
|
$ |
1,180 |
|
$ |
934 |
|
$ |
1,096 |
|
|
|
|
|
International |
|
41 |
|
33 |
|
42 |
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Margins (percentage of sales) |
|
|
|
|
|
|
|
|
|
|
|
|||
Gross profit margin |
|
25.7 |
% |
26.7 |
% |
26.7 |
% |
|
|
|
|
|||
Operating profit margin |
|
2.0 |
% |
(.6 |
)% |
2.2 |
% |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Boise Building Solutions |
|
|
|
|
|
|
|
|
|
|
|
|||
Sales Volumes |
|
|
|
|
|
|
|
|
|
|
|
|||
Plywood (thousand square feet) (3/8 basis) |
|
463,852 |
|
440,266 |
|
417,329 |
|
|
|
|
|
|||
Particleboard (thousand square feet) (3/4 basis) |
|
39,596 |
|
47,331 |
|
37,829 |
|
|
|
|
|
|||
Lumber (thousand board feet) |
|
90,174 |
|
87,548 |
|
96,161 |
|
|
|
|
|
|||
LVL (hundred cubic feet) |
|
27,028 |
|
31,362 |
|
32,902 |
|
|
|
|
|
|||
I-joists (thousand equivalent lineal feet) |
|
49,975 |
|
61,692 |
|
63,152 |
|
|
|
|
|
|||
Engineered wood products (millions) |
|
$ |
90 |
|
$ |
117 |
|
$ |
131 |
|
|
|
|
|
Building materials distribution (millions) |
|
$ |
619 |
|
$ |
794 |
|
$ |
805 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Selected Prices (average net selling prices) |
|
|
|
|
|
|
|
|
|
|
|
|||
Plywood (thousand square feet) (3/8 basis) |
|
$ |
326 |
|
$ |
364 |
|
$ |
331 |
|
|
|
|
|
Particleboard (thousand square feet) (3/4 basis) |
|
273 |
|
320 |
|
320 |
|
|
|
|
|
|||
Lumber (thousand board feet) |
|
518 |
|
566 |
|
575 |
|
|
|
|
|
|||
LVL (hundred cubic feet) |
|
1,536 |
|
1,618 |
|
1,706 |
|
|
|
|
|
|||
I-joists (thousand equivalent lineal feet) |
|
907 |
|
973 |
|
1,029 |
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Boise Paper Solutions |
|
|
|
|
|
|
|
|
|
|
|
|||
Sales Volumes (thousands of short tons) |
|
|
|
|
|
|
|
|
|
|
|
|||
Uncoated free sheet |
|
386 |
|
374 |
|
374 |
|
|
|
|
|
|||
Containerboard |
|
137 |
|
173 |
|
174 |
|
|
|
|
|
|||
Newsprint |
|
104 |
|
105 |
|
102 |
|
|
|
|
|
|||
Other |
|
38 |
|
40 |
|
44 |
|
|
|
|
|
|||
|
|
665 |
|
692 |
|
694 |
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Corrugated containers (millions of square feet) |
|
1,146 |
|
1,081 |
|
1,244 |
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Selected Prices (average net selling prices per short ton) |
|
|
|
|
|
|
|
|
|
|
|
|||
Uncoated free sheet |
|
$ |
688 |
|
$ |
710 |
|
$ |
745 |
|
|
|
|
|
Containerboard |
|
318 |
|
353 |
|
400 |
|
|
|
|
|
|||
Newsprint |
|
430 |
|
432 |
|
431 |
|
|
|
|
|