UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2001 |
( ) |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________________ to __________________ |
BOISE CASCADE CORPORATION |
Delaware |
82-0100960 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1111 West Jefferson Street |
|
(Address of principal executive officers) |
(Zip Code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
|
Shares Outstanding |
PART I - FINANCIAL INFORMATION
BOISE CASCADE CORPORATION AND SUBSIDIARIES
STATEMENTS OF INCOME (LOSS)
(thousands, except per share data)
ITEM 1. |
FINANCIAL STATEMENTS |
Three Months Ended |
|||||||
_______________________ |
|||||||
2001 |
2000 |
||||||
_________ |
_________ |
||||||
(unaudited) |
|||||||
Revenues |
|||||||
Sales |
$ |
1,889,783 |
$ |
1,974,875 |
|||
_________ |
_________ |
||||||
Costs and expenses |
|||||||
Materials, labor, and other operating expenses |
1,511,723 |
1,572,646 |
|||||
Depreciation, amortization, and cost of company |
|
|
|||||
Selling and distribution expenses |
202,108 |
202,613 |
|||||
General and administrative expenses |
32,311 |
32,090 |
|||||
Other (income) expense, net |
1,395 |
2,231 |
|||||
_________ |
_________ |
||||||
1,822,290 |
1,886,546 |
||||||
_________ |
_________ |
||||||
Equity in net income (loss) of affiliates |
(2,059 |
) |
1,715 |
||||
_________ |
_________ |
||||||
Income from operations |
65,434 |
90,044 |
|||||
_________ |
_________ |
||||||
Interest expense |
(32,494 |
) |
(37,750 |
) |
|||
Interest income |
747 |
551 |
|||||
Foreign exchange gain (loss) |
295 |
(238 |
) |
||||
_________ |
_________ |
||||||
(31,452 |
) |
(37,437 |
) |
||||
_________ |
_________ |
||||||
Income before income taxes and minority interest |
33,982 |
52,607 |
|||||
Income tax provision |
(14,392 |
) |
(21,666 |
) |
|||
_________ |
_________ |
||||||
Income before minority interest |
19,590 |
30,941 |
|||||
Minority interest, net of income tax |
89 |
66 |
|||||
_________ |
_________ |
||||||
Net income |
$ |
19,679 |
$ |
31,007 |
|||
========= |
========= |
||||||
Net income per common share |
|||||||
Basic |
$0.29 |
$0.49 |
|||||
========= |
========= |
||||||
Diluted |
$0.28 |
$0.46 |
|||||
========= |
========= |
The accompanying notes are an integral part of these Financial Statements.
PART I - FINANCIAL INFORMATION
BOISE CASCADE CORPORATION AND SUBSIDIARIES
STATEMENTS OF INCOME (LOSS)
(thousands, except per share data)
(Continued)
Six Months Ended |
|||||||
_______________________ |
|||||||
2001 |
2000 |
||||||
_________ |
_________ |
||||||
(unaudited) |
|||||||
Revenues |
|||||||
Sales |
$ |
3,791,039 |
$ |
3,970,768 |
|||
_________ |
_________ |
||||||
Costs and expenses |
|||||||
Materials, labor, and other operating expenses |
3,051,321 |
3,154,015 |
|||||
Depreciation, amortization, and cost of company |
|
|
|||||
Selling and distribution expenses |
408,311 |
403,299 |
|||||
General and administrative expenses |
61,989 |
61,126 |
|||||
Other (income) expense, net |
73,714 |
7,385 |
|||||
_________ |
_________ |
||||||
3,743,456 |
3,776,507 |
||||||
_________ |
_________ |
||||||
Equity in net income (loss) of affiliates |
(4,023 |
) |
4,036 |
||||
_________ |
_________ |
||||||
Income from operations |
43,560 |
198,297 |
|||||
_________ |
_________ |
||||||
Interest expense |
(66,286 |
) |
(74,435 |
) |
|||
Interest income |
1,167 |
1,055 |
|||||
Foreign exchange loss |
(2,324 |
) |
(464 |
) |
|||
_________ |
_________ |
||||||
(67,443 |
) |
(73,844 |
) |
||||
_________ |
_________ |
||||||
Income (loss) before income taxes and minority interest |
(23,883 |
) |
124,453 |
||||
Income tax (provision) benefit |
7,867 |
(50,404 |
) |
||||
_________ |
_________ |
||||||
Income (loss) before minority interest |
(16,016 |
) |
74,049 |
||||
Minority interest, net of income tax |
195 |
(3,478 |
) |
||||
_________ |
_________ |
||||||
Net income (loss) |
$ |
(15,821 |
) |
$ |
70,571 |
||
========= |
========= |
||||||
Net income (loss) per common share |
|||||||
Basic |
$(0.39 |
) |
$1.12 |
||||
========= |
========= |
||||||
Diluted |
$(0.39 |
) |
$1.06 |
||||
========= |
========= |
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE CORPORATION AND SUBSIDIARIES
BALANCE SHEETS
(thousands)
ASSETS
June 30 |
December 31 |
|||||||||||
_________________________ |
___________ |
|||||||||||
2001 |
2000 |
2000 |
||||||||||
_________ |
___________ |
___________ |
||||||||||
(unaudited) |
||||||||||||
Current |
||||||||||||
Cash and cash equivalents |
$ |
68,927 |
$ |
64,000 |
$ |
62,820 |
||||||
Receivables, less allowances |
||||||||||||
of $9,814, $11,217, and $7,607 |
516,261 |
634,576 |
671,793 |
|||||||||
Inventories |
667,964 |
669,329 |
747,829 |
|||||||||
Deferred income tax benefits |
75,303 |
54,908 |
50,924 |
|||||||||
Other |
47,264 |
48,412 |
43,955 |
|||||||||
__________ |
___________ |
___________ |
||||||||||
1,375,719 |
1,471,225 |
1,577,321 |
||||||||||
__________ |
___________ |
___________ |
||||||||||
Property |
||||||||||||
Property and equipment |
||||||||||||
Land and land improvements |
70,479 |
73,421 |
70,551 |
|||||||||
Buildings and improvements |
659,693 |
636,378 |
648,256 |
|||||||||
Machinery and equipment |
4,507,571 |
4,370,729 |
4,447,628 |
|||||||||
__________ |
___________ |
___________ |
||||||||||
5,237,743 |
5,080,528 |
5,166,435 |
||||||||||
Accumulated depreciation |
(2,663,080 |
) |
(2,526,445 |
) |
(2,584,784 |
) |
||||||
__________ |
___________ |
___________ |
||||||||||
2,574,663 |
2,554,083 |
2,581,651 |
||||||||||
Timber, timberlands, and timber deposits |
294,842 |
293,687 |
291,132 |
|||||||||
__________ |
___________ |
___________ |
||||||||||
2,869,505 |
2,847,770 |
2,872,783 |
||||||||||
__________ |
___________ |
___________ |
||||||||||
Goodwill, net of amortization |
||||||||||||
of $55,297, $60,107, and $49,053 |
403,042 |
566,318 |
403,331 |
|||||||||
Investments in equity affiliates |
121,156 |
42,697 |
134,757 |
|||||||||
Other assets |
274,700 |
232,028 |
278,731 |
|||||||||
__________ |
___________ |
___________ |
||||||||||
Total assets |
$ |
5,044,122 |
$ |
5,160,038 |
$ |
5,266,923 |
||||||
========== |
=========== |
=========== |
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE CORPORATION AND SUBSIDIARIES
BALANCE SHEETS
(thousands, except share amounts)
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30 |
December 31 |
||||||||||
_______________________ |
___________ |
||||||||||
2001 |
2000 |
2000 |
|||||||||
_________ |
_________ |
___________ |
|||||||||
(unaudited) |
|||||||||||
Current |
|||||||||||
Short-term borrowings |
$ |
49,400 |
$ |
90,791 |
$ |
52,000 |
|||||
Current portion of long-term debt |
526,096 |
87,757 |
41,314 |
||||||||
Income taxes payable |
16,536 |
2,058 |
15,884 |
||||||||
Accounts payable |
569,285 |
607,103 |
596,882 |
||||||||
Accrued liabilities |
|||||||||||
Compensation and benefits |
149,109 |
135,185 |
150,138 |
||||||||
Interest payable |
24,668 |
26,797 |
27,802 |
||||||||
Other |
154,541 |
117,728 |
130,374 |
||||||||
_________ |
_________ |
___________ |
|||||||||
1,489,635 |
1,067,419 |
1,014,394 |
|||||||||
_________ |
_________ |
___________ |
|||||||||
Debt |
|||||||||||
Long-term debt, less current portion |
1,053,978 |
1,727,584 |
1,714,776 |
||||||||
Guarantee of ESOP debt |
99,415 |
125,523 |
107,911 |
||||||||
_________ |
_________ |
___________ |
|||||||||
1,153,393 |
1,853,107 |
1,822,687 |
|||||||||
_________ |
_________ |
___________ |
|||||||||
Other |
|||||||||||
Deferred income taxes |
381,557 |
326,500 |
383,646 |
||||||||
Other long-term liabilities |
291,780 |
236,283 |
279,755 |
||||||||
_________ |
_________ |
___________ |
|||||||||
673,337 |
562,783 |
663,401 |
|||||||||
_________ |
_________ |
___________ |
|||||||||
Minority interest |
- |
9,540 |
9,469 |
||||||||
_________ |
_________ |
___________ |
|||||||||
Shareholders' equity |
|||||||||||
Preferred stock -- no par value; 10,000,000 shares authorized; |
|||||||||||
Series D ESOP: $.01 stated value; 4,569,843; |
|
|
|
||||||||
Deferred ESOP benefit |
(99,415 |
) |
(125,523 |
) |
(107,911 |
) |
|||||
Common stock -- $2.50 par value; 200,000,000 |
|
|
|
||||||||
Additional paid-in capital |
460,774 |
454,526 |
454,849 |
||||||||
Retained earnings |
1,040,308 |
994,881 |
1,074,228 |
||||||||
Accumulated other comprehensive income (loss) |
(23,429 |
) |
(16,697 |
) |
(18,498 |
) |
|||||
_________ |
_________ |
___________ |
|||||||||
Total shareholders' equity |
1,727,757 |
1,667,189 |
1,756,972 |
||||||||
_________ |
_________ |
___________ |
|||||||||
Total liabilities and shareholders' equity |
$ |
5,044,122 |
$ |
5,160,038 |
$ |
5,266,923 |
|||||
========= |
========= |
=========== |
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE CORPORATION AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(thousands)
Six Months Ended |
|||||||
__________________________ |
|||||||
2001 |
2000 |
||||||
___________ |
___________ |
||||||
(unaudited) |
|||||||
Cash provided by (used for) operations |
|||||||
Net income (loss) |
$ |
(15,821 |
) |
$ |
70,571 |
||
Items in income (loss) not using (providing) cash |
|||||||
Equity in net (income) loss of affiliates |
4,023 |
(4,036 |
) |
||||
Depreciation, amortization, and cost of |
|
|
|||||
Deferred income tax provision (benefit) |
(23,098 |
) |
18,136 |
||||
Minority interest, net of income tax |
(195 |
) |
3,478 |
||||
Restructuring activities |
58,929 |
- |
|||||
Other |
13,195 |
464 |
|||||
Receivables |
(13,427 |
) |
29,033 |
||||
Inventories |
78,073 |
37,997 |
|||||
Accounts payable and accrued liabilities |
(23,454 |
) |
20,221 |
||||
Current and deferred income taxes |
1,550 |
(18,209 |
) |
||||
Other |
(969 |
) |
(9,710 |
) |
|||
___________ |
___________ |
||||||
Cash provided by operations |
226,927 |
298,627 |
|||||
___________ |
___________ |
||||||
Cash provided by (used for) investment |
|||||||
Expenditures for property and equipment |
(132,605 |
) |
(140,778 |
) |
|||
Expenditures for timber and timberlands |
(8,957 |
) |
(7,414 |
) |
|||
Investments in equity affiliates, net |
(500 |
) |
(1,290 |
) |
|||
Purchase of minority interest |
- |
(216,087 |
) |
||||
Purchase of facilities |
(4,655 |
) |
(14,754 |
) |
|||
Sale of operating assets |
160,984 |
- |
|||||
Other |
(30,213 |
) |
(26,154 |
) |
|||
___________ |
___________ |
||||||
Cash used for investment |
(15,946 |
) |
(406,477 |
) |
|||
___________ |
___________ |
||||||
Cash provided by (used for) financing |
|||||||
Cash dividends paid |
|||||||
Common stock |
(17,209 |
) |
(17,157 |
) |
|||
Preferred stock |
(7,683 |
) |
(8,139 |
) |
|||
___________ |
___________ |
||||||
(24,892 |
) |
(25,296 |
) |
||||
Short-term borrowings |
(2,600 |
) |
18,991 |
||||
Additions to long-term debt |
14,559 |
215,409 |
|||||
Payments of long-term debt |
(191,299 |
) |
(102,518 |
) |
|||
Other |
(642 |
) |
(1,671 |
) |
|||
___________ |
___________ |
||||||
Cash provided by (used for) financing |
(204,874 |
) |
104,915 |
||||
___________ |
___________ |
||||||
Increase (decrease) in cash and cash equivalents |
6,107 |
(2,935 |
) |
||||
Balance at beginning of the year |
62,820 |
66,935 |
|||||
___________ |
___________ |
||||||
Balance at June 30 |
$ |
68,927 |
$ |
64,000 |
|||
=========== |
=========== |
The accompanying notes are an integral part of these Financial Statements.
NOTES TO QUARTERLY FINANCIAL STATEMENTS
(1) |
BASIS OF PRESENTATION. We have prepared the quarterly financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Some information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to those rules and regulations. These statements should be read together with the statements and the accompanying notes included in our 2000 Annual Report. |
(2) |
OTHER (INCOME) EXPENSE, NET. "Other (income) expense, net" includes gains and losses on the sale and disposition of property and other miscellaneous income and expense items. In first quarter 2001, our corporate and other segment recorded a $10.9 million pretax, noncash charge to accrue for a one-time liability related to postretirement benefits for our Northwest hourly paperworkers. These workers participate in a multiemployer trust which is converting to a single employer trust. The components of "Other (income) expense, net" in our Statements of Income (Loss) are as follows: |
Three Months Ended |
Six Months Ended |
|||||||||||
_________________ |
_________________ |
|||||||||||
2001 |
2000 |
2001 |
2000 |
|||||||||
_______ |
_______ |
_______ |
_______ |
|||||||||
(thousands) |
||||||||||||
Receivable securitization (Note 5) |
$ |
2,478 |
$ |
1,657 |
$ |
4,964 |
$ |
3,233 |
||||
Restructuring activities (Note 13) |
- |
- |
58,929 |
- |
||||||||
Postretirement benefits |
- |
- |
10,871 |
- |
||||||||
Other, net |
(1,083 |
) |
574 |
(1,050 |
) |
4,152 |
||||||
_______ |
_______ |
_______ |
_______ |
|||||||||
$ |
1,395 |
$ |
2,231 |
$ |
73,714 |
$ |
7,385 |
|||||
======= |
======= |
======= |
======= |
(3) |
NET INCOME (LOSS) PER COMMON SHARE. Net income (loss) per common share was determined by dividing net income (loss), as adjusted, by applicable shares outstanding. For the six months ended June 30, 2001, the computation of diluted net loss per share was antidilutive; therefore, the amounts reported for basic and diluted loss were the same. |
Three Months Ended |
Six Months Ended |
||||||||||||
_________________ |
_________________ |
||||||||||||
2001 |
2000 |
2001 |
2000 |
||||||||||
_______ |
_______ |
_______ |
_______ |
||||||||||
(thousands) |
|||||||||||||
BASIC |
|||||||||||||
Net income (loss) as reported |
$ |
19,679 |
$ |
31,007 |
$ |
(15,821 |
) |
$ |
70,571 |
||||
Preferred dividends (a) |
(3,204 |
) |
(3,206 |
) |
(6,466 |
) |
(6,582 |
) |
|||||
_______ |
_______ |
_______ |
_______ |
||||||||||
Basic income (loss) |
$ |
16,475 |
$ |
27,801 |
$ |
(22,287 |
) |
$ |
63,989 |
||||
======= |
======= |
======= |
======= |
Three Months Ended |
Six Months Ended |
||||||||||||
_________________ |
_________________ |
||||||||||||
2001 |
2000 |
2001 |
2000 |
||||||||||
_______ |
_______ |
_______ |
_______ |
||||||||||
(thousands) |
|||||||||||||
Average shares used to determine basic income (loss) per common share |
|
|
|
|
|||||||||
======= |
======= |
======= |
======= |
||||||||||
DILUTED |
|||||||||||||
Basic income (loss) |
$ |
16,475 |
$ |
27,801 |
$ |
(22,287 |
) |
$ |
63,989 |
||||
Preferred dividends eliminated |
3,204 |
3,206 |
- |
6,582 |
|||||||||
Supplemental ESOP contribution |
(2,658 |
) |
(2,741 |
) |
- |
(5,627 |
) |
||||||
_______ |
_______ |
_______ |
_______ |
||||||||||
Diluted income (loss) (b) |
$ |
17,021 |
$ |
28,266 |
$ |
(22,287 |
) |
$ |
64,944 |
||||
======= |
======= |
======= |
======= |
||||||||||
Average shares used to determine basic |
|||||||||||||
income (loss) per common share |
57,484 |
57,275 |
57,419 |
57,244 |
|||||||||
Stock options and other |
537 |
230 |
- |
272 |
|||||||||
Series D Convertible Preferred Stock |
3,688 |
3,896 |
- |
3,934 |
|||||||||
_______ |
_______ |
_______ |
_______ |
||||||||||
Average shares used to determine diluted income (loss) per common share (b) |
|
|
|
|
|||||||||
======= |
======= |
======= |
======= |
(a) |
The dividend attributable to our Series D Convertible Preferred Stock held by our ESOP (employee stock ownership plan) is net of a tax benefit. |
(b) |
Adjustments reducing the net loss to arrive at diluted loss totaling $1,102 for the six months ended June 30, 2001, were excluded because the calculation of diluted loss per share was antidilutive. Also, for the six months ended June 30, 2001, potentially dilutive common shares of 4,204 were excluded from average shares because they were antidilutive. |
(4) |
COMPREHENSIVE INCOME (LOSS). Comprehensive income (loss) for the periods include the following: |
Three Months Ended |
Six Months Ended |
||||||||||||||
_________________ |
_______________ |
||||||||||||||
2001 |
2000 |
2001 |
2000 |
||||||||||||
_______ |
_______ |
_______ |
_______ |
||||||||||||
(thousands) |
|||||||||||||||
Net income (loss) |
$ |
19,679 |
$ |
31,007 |
$ |
(15,821 |
) |
$ |
70,571 |
||||||
Other comprehensive income (loss) |
|||||||||||||||
Cumulative foreign currency translation |
|
|
|
|
|
|
|
||||||||
Cash flow hedges, net of income taxes |
(21 |
) |
- |
(910 |
) |
- |
|||||||||
_______ |
_______ |
_______ |
_______ |
||||||||||||
Comprehensive income (loss), net of |
|
|
|
|
|
|
|
|
|
||||||
======= |
======= |
======= |
======= |
For the three and six months ended June 30, 2001, reclassifications to earnings from the cash flow hedges were not material. |
(5) |
RECEIVABLES. We have sold fractional ownership interests in a defined pool of trade accounts receivable. At both June 30, 2001 and December 31, 2000, $200 million of sold accounts receivable were excluded from receivables in the accompanying Balance Sheets. Also at June 30, 2000, $150 million of sold accounts receivable were excluded from the accompanying Balance Sheets, compared with the December 31, 1999, balance of $100 million. The portion of fractional ownership interest retained by us is included in accounts receivable in the Balance Sheets. The increase in sold accounts receivable of $50 million over the amount at December 31, 1999, provided cash for operations for the six months ended June 30, 2000. This program consists of a revolving sale of receivables committed to by the purchasers for 364 days and is subject to renewal. Receivable securitization costs related to the program are included in "Other (income) expen se, net" in the Statements of Income (Loss). Under the accounts receivable sale agreement, the maximum amount available from time to time is subject to change based on the level of eligible receivables, restrictions on concentrations of receivables, and the historical performance of the receivables we sell. |
(6) |
DEFERRED SOFTWARE COSTS. We defer software costs that benefit future years. These costs are amortized on the straight-line method over the expected life of the software. "Other assets" in the Balance Sheets includes deferred software costs of $65.6 million, $51.7 million, and $59.7 million at June 30, 2001 and 2000, and December 31, 2000. Amortization of deferred software costs totaled $4.8 million and $9.4 million for the three and six months ended June 30, 2001, and $3.8 million and $7.2 million for the three and six months ended June 30, 2000. |
(7) |
INVENTORIES. Inventories include the following: |
June 30 |
December 31 |
||||||||||
_______________________ |
___________ |
||||||||||
2001 |
2000 |
2000 |
|||||||||
________ |
________ |
___________ |
|||||||||
(thousands) |
|||||||||||
Finished goods and work in process |
$ |
567,931 |
$ |
544,948 |
$ |
583,030 |
|||||
Logs |
27,547 |
43,516 |
87,176 |
||||||||
Other raw materials and supplies |
136,834 |
144,912 |
141,888 |
||||||||
LIFO reserve |
(64,348 |
) |
(64,047 |
) |
(64,265 |
) |
|||||
________ |
________ |
___________ |
|||||||||
$ |
667,964 |
$ |
669,329 |
$ |
747,829 |
||||||
======== |
======== |
=========== |
(8) |
INCOME TAXES. Our effective tax benefit rate for the six months ended June 30, 2001, was 32.9%, compared with an effective tax provision rate of 40.5% for the six months ended June 30, 2000. Before nonroutine items, our estimated annual tax provision rate in 2001 is 42.0%. Our effective tax provision rates were 42.4% and 41.2% for the three months ended June 30, 2001 and 2000. In 2000, our actual tax provision rate was 39.0%. The changes in our tax rates were due primarily to the sensitivity of the rate to changing income levels and the mix of domestic and foreign sources of income. |
(9) |
DEBT. We have a revolving credit agreement with 23 major banks that permits us to borrow as much as $600 million at variable interest rates based on the London Interbank Offered Rate (LIBOR). At June 30, 2001, the rate was 4.4%. When the agreement expires in June 2002, any amount outstanding will be due and payable. We intend to negotiate a new revolving credit agreement prior to that date. The revolving credit agreement contains financial covenants relating to minimum net worth, minimum interest coverage ratios, and ceiling ratios of debt to capitalization. Under this agreement, the payment of dividends depends on the existence of and the amount of net worth in excess of the defined minimum. Our net worth at June 30, 2001, exceeded the defined minimum by $101.6 million. At June 30, 2001, the $390.0 million of borrowings outstanding under this agreement were classified in current portion of long-term debt. |
(10) |
BOISE CASCADE OFFICE PRODUCTS CORPORATION. In April 2000, we completed a tender offer for the outstanding common stock of BCOP owned by shareholders other than Boise Cascade Corporation. BCOP once again became a wholly owned subsidiary of Boise Cascade Corporation. The purchase price, including transaction costs and payments to shareholders and stock option holders, totaled $216.1 million. It was funded by short-term borrowings and by borrowings under our revolving credit agreement. |
(11) |
BUILDING PRODUCTS ACQUISITION. On June 30, 2000, we acquired Alliance Forest Products-Joists, Inc. (AllJoist). Formerly a subsidiary of Alliance Forest Products, Inc., AllJoist operates a wood I-joist manufacturing plant in St. Jacques, New Brunswick, Canada. The purchase price was $14.6 million in cash. |
(12) |
FINANCIAL INSTRUMENTS. On January 1, 2001, we adopted Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. Adoption of this statement did not have a material impact on our results of operations or financial position. |
(13) |
RESTRUCTURING ACTIVITIES. In February 2001, we announced the permanent closure of our plywood and lumber operations in Emmett, Idaho, and our sawmill in Cascade, Idaho, due to the steady decline in federal timber offered for sale. We completed these closures in the second quarter, and 373 positions were eliminated. Related to these closures, in first quarter 2001, we recorded a pretax charge of $54.0 million. Sales for our Idaho operations for the six months ended June 30, 2001 and 2000, were $52.2 million and $61.0 million. Sales for the years ended December 31, 2000 and 1999, were $115.8 million and $138.6 million. Our operating loss for the six months ended June 30, 2001, was $5.4 million, while our operating income for the six months ended June 30, 2000, was $2.5 million. Operating income for the years ended December 31, 2000 and 1999, was $2.2 million and $15.4 million. |
Restructuring reserve liability account activity related to these 2001 charges is as follows: |
Asset |
Employee- |
Other |
|
|||||||||
_______ |
_________ |
_______ |
_______ |
|||||||||
(thousands) |
||||||||||||
2001 expense recorded |
$ |
21,300 |
$ |
15,000 |
$ |
22,600 |
$ |
58,900 |
||||
Assets written down |
(21,300 |
) |
- |
- |
(21,300 |
) |
||||||
Pension liability recorded |
- |
(9,600 |
) |
- |
(9,600 |
) |
||||||
Charges against the reserve |
- |
(3,100 |
) |
(4,600 |
) |
(7,700 |
) |
|||||
_______ |
_________ |
_______ |
_______ |
|||||||||
Restructuring reserve at June 30, 2001 |
$ |
- |
$ |
2,300 |
$ |
18,000 |
$ |
20,300 |
||||
======= |
========= |
======= |
======= |
Asset write-downs were for plant and equipment at the Idaho facilities and the write-off of our equity investment in and related receivables from a joint venture in Chile. Employee-related costs include pension curtailment costs arising from the shutdowns of the Idaho facilities and severance cost. Other exit costs include tear-down and environmental cleanup cost related to the Idaho facilities and reserves for contractual obligations with no future benefit. These restructuring reserve liabilities are included in "Accrued liabilities, other" in the accompanying Balance Sheet. |
In 1998, we recorded restructuring charges totaling $118.9 million related to the closure of two wood products facilities and companywide cost-reduction and restructuring initiatives. This restructuring is complete, with the exception of a few ongoing severance payments and cleanup costs. Remaining reserves included in "Accrued liabilities, other" at June 30, 2001, totaled $3.2 million, compared with $6.8 million at June 30, 2000, and $3.9 million at December 31, 2000. |
(14) |
RECLASSIFICATIONS. In September 2000, the Emerging Issues Task Force of the Financial Accounting Standards Board issued a consensus on Issue 00-10, Accounting for Shipping and Handling Fees and Costs. This consensus, which became effective and was adopted by us in fourth quarter 2000, requires that amounts billed to customers for shipping be included as a revenue and that amounts paid by us for shipping be included as a cost. To comply with this consensus, reclassifications were made to increase both "Sales" and "Materials, labor, and other operating expenses" by $48.6 million and $98.2 million for the three and six months ended June 30, 2000. |
(15) |
NEW ACCOUNTING STANDARDS. In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141, "Business Combinations" and Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." The provisions of Statement No. 141 became effective July 1, 2001. The provisions of Statement No. 142 will become effective on January 1, 2002. Because of the recent issuance dates of these standards, we are still evaluating their impact on our results of operations and financial position. Our preliminary assessment indicates that Statement No. 141 will have little impact on us. Our recent acquisitions have been accounted for on the purchase method of accounting, which is continued in the new standard. Statement No. 142 requires us to annually assess our acquired goodwill for impairment. We will complete that initial assessment in accordance with the provisions of the standard. We will also stop am ortization of goodwill effective January 1, 2002. Through June 30, 2001, amortization of goodwill that will no longer be required to be amortized totaled $5.5 million, pretax, or 8 cents per diluted share. |
(16) |
SEGMENT INFORMATION. There are no differences from our last annual report in our basis of segmentation or in our basis of measurement of segment profit or loss. An analysis of our operations by segment is as follows: |
Income |
|||||||||||||
(Loss) |
|||||||||||||
Before |
|||||||||||||
Sales (a) |
Taxes and |
||||||||||||
______________________________________ |
Minority |
||||||||||||
Trade |
Intersegment |
Total |
Interest (b) |
||||||||||
____________ |
___________ |
____________ |
____________ |
||||||||||
(thousands) |
|||||||||||||
Three Months Ended June 30, 2001 |
|||||||||||||
Office products |
$ |
864,089 |
$ |
586 |
$ |
864,675 |
$ |
28,622 |
|||||
Building products |
663,461 |
7,311 |
670,772 |
24,439 |
|||||||||
Paper and paper products |
356,447 |
109,549 |
465,996 |
24,517 |
|||||||||
Corporate and other |
5,786 |
12,570 |
18,356 |
(11,102 |
) |
||||||||
____________ |
___________ |
____________ |
____________ |
||||||||||
Total |
1,889,783 |
130,016 |
2,019,799 |
66,476 |
|||||||||
Intersegment eliminations |
- |
(130,016 |
) |
(130,016 |
) |
- |
|||||||
Interest expense |
- |
- |
- |
(32,494 |
) |
||||||||
____________ |
___________ |
____________ |
____________ |
||||||||||
Consolidated totals |
$ |
1,889,783 |
$ |
- |
$ |
1,889,783 |
$ |
33,982 |
|||||
============ |
=========== |
============ |
============ |
||||||||||
Three Months Ended June 30, 2000 |
|||||||||||||
Office products |
$ |
898,024 |
$ |
605 |
$ |
898,629 |
$ |
26,808 |
|||||
Building products |
658,237 |
8,233 |
666,470 |
14,181 |
|||||||||
Paper and paper products |
411,258 |
113,015 |
524,273 |
60,149 |
|||||||||
Corporate and other |
7,356 |
11,767 |
19,123 |
(10,781 |
) |
||||||||
____________ |
___________ |
____________ |
____________ |
||||||||||
Total |
1,974,875 |
133,620 |
2,108,495 |
90,357 |
|||||||||
Intersegment eliminations |
- |
(133,620 |
) |
(133,620 |
) |
- |
|||||||
Interest expense |
- |
- |
- |
(37,750 |
) |
||||||||
____________ |
___________ |
____________ |
____________ |
||||||||||
Consolidated totals |
$ |
1,974,875 |
$ |
- |
$ |
1,974,875 |
$ |
52,607 |
|||||
============ |
=========== |
============ |
============ |
(a) |
Reclassifications were made to the 2000 sales to comply with the Emerging Issues Task Force consensus on Issue 00-10 (see Note 14). |
(b) |
Interest income has been allocated to our segments in the amounts of $747,000 and $551,000 for the three months ended June 30, 2001 and 2000. |
Income |
||||||||||||
(Loss) |
||||||||||||
Before |
||||||||||||
Sales (a) |
Taxes and |
|||||||||||
______________________________________ |
Minority |
|||||||||||
Trade |
Intersegment |
Total |
Interest (b) |
|||||||||
____________ |
___________ |
____________ |
____________ |
|||||||||
(thousands) |
||||||||||||
Six Months Ended June 30, 2001 |
||||||||||||
Office products |
$ |
1,830,295 |
$ |
1,216 |
$ |
1,831,511 |
$ |
69,841 |
||||
Building products |
1,189,321 |
14,704 |
1,204,025 |
(41,986 |
) (c) |
|||||||
Paper and paper products |
759,700 |
222,540 |
982,240 |
49,193 |
||||||||
Corporate and other |
11,723 |
25,287 |
37,010 |
(34,645 |
) (d) |
|||||||
____________ |
___________ |
____________ |
____________ |
|||||||||
Total |
3,791,039 |
263,747 |
4,054,786 |
42,403 |
||||||||
Intersegment eliminations |
- |
(263,747 |
) |
(263,747 |
) |
- |
||||||
Interest expense |
- |
- |
- |
(66,286 |
) |
|||||||
____________ |
___________ |
____________ |
____________ |
|||||||||
Consolidated totals |
$ |
3,791,039 |
$ |
- |
$ |
3,791,039 |
$ |
(23,883 |
) |
|||
============ |
=========== |
============ |
============ |
|||||||||
Six Months Ended June 30, 2000 |
||||||||||||
Office products |
$ |
1,838,971 |
$ |
1,278 |
$ |
1,840,249 |
$ |
66,278 |
||||
Building products |
1,289,935 |
16,610 |
1,306,545 |
43,366 |
||||||||
Paper and paper products |
827,273 |
217,603 |
1,044,876 |
108,832 |
||||||||
Corporate and other |
14,589 |
22,463 |
37,052 |
(19,588 |
) |
|||||||
____________ |
___________ |
____________ |
____________ |
|||||||||
Total |
3,970,768 |
257,954 |
4,228,722 |
198,888 |
||||||||
Intersegment eliminations |
- |
(257,954 |
) |
(257,954 |
) |
- |
||||||
Interest expense |
- |
- |
- |
(74,435 |
) |
|||||||
____________ |
___________ |
____________ |
____________ |
|||||||||
Consolidated totals |
$ |
3,970,768 |
$ |
- |
$ |
3,970,768 |
$ |
124,453 |
||||
============ |
=========== |
============ |
============ |
(a) |
Reclassifications were made to the 2000 sales to comply with the Emerging Issues Task Force consensus on Issue 00-10 (see Note 14). |
(b) |
Interest income has been allocated to our segments in the amounts of $1,167,000 and $1,055,000 for the six months ended June 30, 2001 and 2000. |
(c) |
Includes a $58.9 million pretax charge related to the closure of two mills in Idaho and a write-off of our investment in assets in Chile (see Note 13). |
(d) |
Includes $10.9 million pretax, noncash charge to accrue for a one-time liability related to postretirement benefits (see Note 2). |
(17) |
LITIGATION AND LEGAL MATTERS. In March 2000, the Environmental Protection Agency (EPA) issued the company a Notice of Violation (NOV) alleging violations of the Clear Air Act at seven plywood plants and one particleboard plant for the period 1979 through 1998. In March 2001, the EPA issued a second Notice of Violation, supplementing the original notice. No civil or criminal actions have been filed with regard to these allegations. The NOV, however, sets forth the EPA's authority to seek, among other things, penalties of up to $27,500 per day for each violation. We believe federal statutes of limitation would limit any penalties assessed to a five-year period. We are negotiating with the EPA to resolve these allegations. The company has had several meetings and exchanged correspondence regarding a resolution of the issues raised by the NOVs. Settlements by other companies in the wood products industry that have received similar NOVs have involved the payment of penalties a
nd agreements to install emission control equipment and undertake supplemental environmental projects. The effect of this NOV on our results of operations or financial position is unknown at this time. |
ITEM 2. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Three Months Ended |
Six Months Ended |
||||||||||||||
__________________________ |
__________________________ |
||||||||||||||
2001 |
2000 |
2001 |
2000 |
||||||||||||
___________ |
___________ |
___________ |
___________ |
||||||||||||
Sales |
$ |
1.9 billion |
$ |
2.0 billion |
$ |
3.8 billion |
$ |
4.0 billion |
|||||||
Net income (loss) |
$ |
19.7 million |
$ |
31.0 million |
$ |
(15.8) million |
$ |
70.6 million |
|||||||
Net income (loss) per basic share |
$0.29 |
$0.49 |
$(0.39 |
) |
$1.12 |
||||||||||
Net income (loss) per diluted share |
$0.28 |
$0.46 |
$(0.39 |
) |
$1.06 |
||||||||||
Net income before nonroutine items |
$ |
19.7 million |
$ |
31.0 million |
$ |
26.8 million |
$ |
70.6 million |
|||||||
Net income per basic share before |
|||||||||||||||
nonroutine items |
$0.29 |
$0.49 |
$0.36 |
$1.12 |
|||||||||||
Net income per diluted share before |
|||||||||||||||
nonroutine items |
$0.28 |
$0.46 |
$0.35 |
$1.06 |
|||||||||||
(percentage of sales) |
|||||||||||||||
Materials, labor, and other operating |
|||||||||||||||
expenses |
80.0% |
79.6% |
80.5% |
79.4% |
|||||||||||
Selling and distribution expenses |
10.7% |
10.3% |
10.8% |
10.2% |
|||||||||||
General and administrative expenses |
1.7% |
1.6% |
1.6% |
1.5% |
Nonroutine Items. In February 2001, we announced the permanent closure of our plywood and lumber operations in Emmett, Idaho, and our sawmill in Cascade, Idaho. We completed these closures in the second quarter. Related to these closures, in first quarter 2001, we recorded a pretax charge of $54.0 million. In addition, as a result of a decision to stop development of operations in Chile, in first quarter 2001, we wrote off our investment in assets in that country with a pretax charge of $4.9 million. We recorded both of these charges in our building products segment and in "Other (income) expense, net" in the Statement of Income (Loss) for the six months ended June 30, 2001. Additional information on these charges is in the results of operations for building products.
In first quarter 2001, our corporate and other segment recorded a $10.9 million pretax, noncash charge to accrue for a one-time liability related to postretirement benefits for our Northwest hourly paperworkers. These workers participate in a multiemployer trust which is converting to a single employer trust. This charge was recorded in "Other (income) expense, net" in the Statement of Income (Loss).
The net impact of the nonroutine items in 2001 decreased net income $42.6 million and basic and diluted income per share 75 cents and 74 cents, respectively, for the six months ended June 30, 2001.
Overview. The sales decrease between the three months ended June 30, 2001, and the same period in 2000, was a result of an 11% decrease in paper and paper product sales and a 4% decrease in office products sales, offset by a 1% increase in building product sales. The sales decrease between the six months ended June 30, 2001, and the same period in 2000, was a result of an 8% decrease in building product sales and a 6% decrease in paper and paper product sales, with office products sales decreasing less than 1%. See the discussion of the results of operations by segment for additional detail.
Materials, labor, and other operating expenses increased as a percent of sales for the three and six months ended June 30, 2001, because of higher energy and chemical costs in paper and paper products and overall lower sales. Selling and distribution expense as a percent of sales was higher for the three and six months ended June 30, 2001, compared with the same periods in 2000 due to higher fuel costs and decreases in sales caused by lower selling prices without a corresponding decrease in fixed selling and distribution expenses. General and administrative expenses increased as a percent of sales for the three and six months ended June 30, 2001, compared with the same period in 2000, due to the lower sales. See the results of operations by segment for additional detail.
Interest expense was $32.5 million and $37.8 million for the three months ended June 30, 2001 and 2000, compared with $66.3 million and $74.4 million for the six months ended June 30, 2001 and 2000. The variances were due to lower debt levels and interest rates.
Foreign exchange gain was $0.3 million, compared to a foreign exchange loss of $0.2 million, for the three months ended June 30, 2001 and 2000. The foreign exchange loss was $2.3 million and $0.5 million for the six months ended June 30, 2001 and 2000. The changes in foreign exchange gain (loss) in both comparison periods arose primarily from translation adjustments related to assets denominated in Canadian and New Zealand dollars and Brazilian reals from our operations in those countries.
Our effective tax benefit rate for the six months ended June 30, 2001, was 32.9%, compared with an effective tax provision rate of 40.5% for the six months ended June 30, 2000. Before the nonroutine items, our estimated annual tax provision rate in 2001 is 42.0%. Our effective tax provision rates were 42.4% and 41.2% for the three months ended June 30, 2001 and 2000. In 2000, our actual tax provision rate was 39.0%. The changes in our tax rates were due primarily to the sensitivity of the rate to changing income levels and the mix of domestic and foreign sources of income.
Net income for the three months ended June 30, 2001, decreased 37% from the same period in 2000 primarily as a result of higher energy and chemical costs and lower weighted average paper prices in our paper products business. The 62% decrease in net income before nonroutine items for the six months ended June 30, 2001, compared to the same period in 2000, was primarily the result of higher energy and chemical costs in our paper products business, as well as lower wood product sales prices in our building products segment. See the results of operations by segment for additional detail.
OFFICE PRODUCTS DISTRIBUTION
Three Months Ended June 30 |
Six Months Ended |
||||||||||||
___________________________ |
___________________________ |
||||||||||||
2001 |
2000 |
2001 |
2000 |
||||||||||
___________ |
___________ |
____________ |
____________ |
||||||||||
Sales |
$ |
864.7 million |
$ |
898.6 million |
$ |
1,831.5 million |
$ |
1,840.2 million |
|||||
Segment income |
$ |
28.6 million |
$ |
26.8 million |
$ |
69.8 million |
$ |
66.3 million |
|||||
(percentage of sales) |
|||||||||||||
Gross profit |
24.3% |
24.3% |
24.0% |
24.4% |
|||||||||
Operating expenses |
20.9% |
21.3% |
20.2% |
20.8% |
|||||||||
Operating profit |
3.3% |
3.0% |
3.8% |
3.6% |
Acquisitions and Divestitures
. In April 2000, we completed a tender offer for the outstanding common stock of Boise Cascade Office Products Corporation (BCOP) owned by shareholders other than Boise Cascade Corporation. BCOP once again became a wholly owned subsidiary of Boise Cascade Corporation. The purchase price, including transaction costs and payments to shareholders and stock option holders, totaled $216.1 million.BUILDING PRODUCTS
Three Months Ended |
Six Months Ended |
||||||||||||||
__________________________ |
___________________________ |
||||||||||||||
2001 |
2000 |
2001 |
2000 |
||||||||||||
____________ |
____________ |
_____________ |
_____________ |
||||||||||||
Sales |
$ |
670.8 million |
$ |
666.5 million |
$ |
1,204.0 million |
$ |
1,306.5 million |
|||||||
Segment income (loss) |
$ |
24.4 million |
$ |
14.2 million |
$ |
(42.0) million |
$ |
43.4 million |
|||||||
Segment income (loss) before |
|||||||||||||||
nonroutine items |
$ |
24.4 million |
$ |
14.2 million |
$ |
16.9 million |
$ |
43.4 million |
|||||||
Sales Volumes |
|||||||||||||||
Plywood (1,000 sq. ft. 3/8" basis) |
477,923 |
483,576 |
940,714 |
944,227 |
|||||||||||
OSB (1,000 sq. ft. 3/8" basis) (a) |
90,892 |
103,186 |
190,625 |
204,625 |
|||||||||||
Lumber (1,000 board ft.) |
113,337 |
118,536 |
206,579 |
243,100 |
|||||||||||
LVL (100 cubic ft.) |
18,754 |
16,297 |
34,154 |
32,108 |
|||||||||||
I-joists (1,000 equivalent lineal ft.) |
48,394 |
37,546 |
81,881 |
66,388 |
|||||||||||
Particleboard (1,000 sq. ft. 3/4" basis) |
50,376 |
50,335 |
98,329 |
97,549 |
|||||||||||
Building materials distribution |
|||||||||||||||
(millions of sales dollars) |
$ |
453 |
$ |
439 |
$ |
794 |
$ |
839 |
|||||||
Average Net Selling Prices (b) |
|||||||||||||||
Plywood (1,000 sq. ft. 3/8" basis) |
$ |
246 |
$ |
241 |
$ |
230 |
$ |
243 |
|||||||
OSB (1,000 sq. ft. 3/8" basis) |
$ |
148 |
$ |
207 |
$ |
127 |
$ |
211 |
|||||||
Lumber (1,000 board ft.) |
$ |
430 |
$ |
481 |
$ |
427 |
$ |
506 |
|||||||
LVL (100 cubic ft.) |
$ |
1,531 |
$ |
1,562 |
$ |
1,529 |
$ |
1,556 |
|||||||
I-joists (1,000 equivalent lineal ft.) |
$ |
890 |
$ |
979 |
$ |
897 |
$ |
981 |
|||||||
Particleboard (1,000 sq. ft. 3/4" basis) |
$ |
254 |
$ |
297 |
$ |
253 |
$ |
298 |
(a) Includes 100% of the sales of Voyageur Panel, of which we own 47%. |
Nonroutine Items . In February 2001, we announced the permanent closure of our plywood and lumber operations in Emmett, Idaho, and our sawmill in Cascade, Idaho, due to the steady decline in federal timber offered for sale. We completed these closures in the second quarter, and 373 positions were eliminated. Related to these closures, in first quarter 2001, we recorded a pretax charge of $54.0 million. Sales for our Idaho operations for the six months ended June 30, 2001 and 2000, were $52.2 million and $61.0 million. Sales for the years ended December 31, 2000 and 1999, were $115.8 million and $138.6 million. Our operating loss for the six months ended June 30, 2001, was $5.4 million, while our operating income for the six months ended June 30, 2000, was $2.5 million. Operating income for the years ended December 31, 2000 and 1999, was $2.2 million and $15.4 million.In addition, as a result of a decision to stop development of operations in Chile, we wrote off our investment in assets in that country with a pretax charge of $4.9 million. We recorded both of these charges in our building products segment and in "Other (income) expense, net" in the Statement of Income (Loss) for the six months ended June 30, 2001. |
Restructuring reserve liability account activity related to these 2001 charges is as follows: |
Asset |
Employee- |
Other |
|
|||||||||
_______ |
________ |
______ |
_______ |
|||||||||
(thousands) |
||||||||||||
2001 expense recorded |
$ |
21,300 |
$ |
15,000 |
$ |
22,600 |
$ |
58,900 |
||||
Assets written down |
(21,300 |
) |
- |
- |
(21,300 |
) |
||||||
Pension liability recorded |
- |
(9,600 |
) |
- |
(9,600 |
) |
||||||
Charges against the reserve |
- |
(3,100 |
) |
(4,600 |
) |
(7,700 |
) |
|||||
_______ |
________ |
______ |
_______ |
|||||||||
Restructuring reserve at June 30, 2001 |
$ |
- |
$ |
2,300 |
$ |
18,000 |
$ |
20,300 |
||||
======= |
======== |
====== |
======= |
Three Months Ended |
Six Months Ended |
||||||||||
________________________ |
________________________ |
||||||||||
2001 |
2000 |
2001 |
2000 |
||||||||
____________ |
____________ |
____________ |
____________ |
||||||||
Sales |
$ |
466.0 million |
$ |
524.3 million |
$ |
982.2 million |
$ |
1,044.9 million |
|||
Segment income |
$ |
24.5 million |
$ |
60.1 million |
$ |
49.2 million |
$ |
108.8 million |
|||
Sales Volumes |
|||||||||||
(thousands of short tons) |
|||||||||||
Uncoated free sheet |
328 |
350 |
696 |
713 |
|||||||
Containerboard |
149 |
173 |
307 |
338 |
|||||||
Newsprint |
76 |
106 |
179 |
214 |
|||||||
Other |
36 |
42 |
71 |
81 |
|||||||
_____ |
_____ |
_____ |
_____ |
||||||||
Total |
589 |
671 |
1,253 |
1,346 |
|||||||
===== |
===== |
===== |
===== |
||||||||
Average Net Selling Prices (a) |
|||||||||||
(per short ton) |
|||||||||||
Uncoated free sheet |
$ |
763 |
$ |
783 |
$ |
761 |
$ |
776 |
|||
Containerboard |
385 |
421 |
388 |
396 |
|||||||
Newsprint |
512 |
447 |
511 |
427 |
TIMBER SUPPLY AND ENVIRONMENTAL ISSUES
We have recently experienced increased activism by environmental extremists including protests and arrests of protestors at our facilities. These extremists continue to disseminate false allegations about the company, allegations which we vigorously refute. Though momentarily disruptive, these campaigns have not had an impact on our operations or financial position. For information on timber supply and environmental issues, see Part II, Item 1, Legal Proceedings, in this Form 10-Q and our 2000 Annual Report on Form 10-K, Exhibit 13.1, Financial Review.
FORWARD-LOOKING STATEMENTS
Management's Discussion and Analysis includes forward-looking statements. Actual results may differ materially from those expressed in or implied by the statements. Factors that could cause actual results to differ from projected results include, among other things, changes in general economic conditions, both domestically and abroad; changes in foreign and domestic competition; fluctuations in foreign exchange rates; changes in production capacity across paper and wood products markets; fluctuations in energy, chemical, and other raw material costs; the impact of increasing environmental activism on our business; the impact of adverse weather on our operations; the occurrence of natural disasters such as fire and windstorm; and other factors included in our other filings with the Securities and Exchange Commission.
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Changes in interest and currency rates expose the company to financial market risk. Our debt is predominantly fixed-rate. We experience only modest changes in interest expense when market interest rates change. Most foreign currency transactions have been conducted in local currencies, limiting our exposure to changes in currency rates. Consequently, our market risk-sensitive instruments do not subject us to material market risk exposure. Changes in our debt and continued international expansion could increase these risks. To manage volatility relating to these exposures, we may enter into various derivative transactions, such as interest rate swaps, rate hedge agreements, and forward exchange contracts. We do not use derivative financial instruments for trading purposes
.PART II - OTHER INFORMATION
ITEM 1. |
LEGAL PROCEEDINGS |
We have been notified that we are a "potentially responsible party" under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) or similar federal and state laws with respect to 18 active sites where hazardous substances or other contaminants are located. We cannot predict with certainty the total response and remedial costs, our share of the total costs, the extent to which contributions will be available from other parties, or the amount of time necessary to complete the cleanups. Based on our investigations, our experience with respect to cleanup of hazardous substances, the fact that expenditures will, in many cases, be incurred over extended periods of time, and the number of solvent potentially responsible parties, we do not presently believe that the known actual and potential response costs will, in the aggregate, materially affect our financial condition or results of operations.
Several potential class action lawsuits have been filed against the company arising out of its former manufacture and sale of hardboard siding products. The company discontinued the manufacturing of these products in 1984. These lawsuits allege that siding manufactured by the company was inherently defective when used as exterior cladding for homes and other buildings. The plaintiffs have sought to hold the company financially responsible for the repair and replacement of siding, to make restitution to the class members, and to award each class member compensatory and enhanced damages. To date, no court has granted class certification in any of these actions, and several of the cases have been dismissed in their entirety. Two lawsuits remain. In the case filed in the Circuit Court of Champaign County, Illinois, the court dismissed the claims of all but one plaintiff in January 2001. The dismissed plaintiffs have appealed this ruling to the Fourth District Appellate Court in Illinois. The remaining la
wsuit is filed in the District Court of Jefferson County, Texas, and is still pending. We believe there are valid factual and legal defenses to these cases and will continue to resist certification of any class and vigorously defend all claims by the plaintiffs.
See our Annual Report on Form 10-K for the year ended December 31, 2000, and our quarterly report on Form 10-Q for the quarter ended March 31, 2001, for information concerning other legal proceedings.
ITEM 2. |
CHANGES IN SECURITIES |
None. |
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES |
None. |
ITEM 4. |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
None. |
ITEM 5. |
OTHER INFORMATION |
None. |
ITEM 6. |
EXHIBITS AND REPORTS ON FORM 8-K |
(a) |
Exhibits. |
(b) |
Reports on Form 8-K. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BOISE CASCADE CORPORATION |
||
|
Date: August 10, 2001 |
BOISE CASCADE CORPORATION
INDEX TO EXHIBITS
Filed With the Quarterly Report on Form 10-Q
for the Quarter Ended June 30, 2001
Number |
Description |
Page Number |
____________ |
______________________________________________ |
____________ |
11 |
Computation of Per Share Earnings |
27 |
12.1 |
Ratio of Earnings to Fixed Charges |
28 |
|
Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements |
|
EXHIBIT 11
BOISE CASCADE CORPORATION
Computation of Per Share Earnings
Three Months Ended |
Six Months Ended |
||||||||||||||||||
___________________ |
______________________ |
||||||||||||||||||
2001 |
2000 |
2001 |
2000 |
||||||||||||||||
_______ |
_______ |
_______ |
_______ |
||||||||||||||||
(thousands, except per share amounts) |
|||||||||||||||||||
Basic |
|||||||||||||||||||
Net income (loss) as reported |
$ |
19,679 |
$ |
31,007 |
$ |
(15,821 |
) |
$ |
70,571 |
||||||||||
Preferred dividends (a) |
(3,204 |
) |
(3,206 |
) |
(6,466 |
) |
(6,582 |
) |
|||||||||||
_______ |
_______ |
_______ |
_______ |
||||||||||||||||
Basic income (loss) |
$ |
16,475 |
$ |
27,801 |
$ |
(22,287 |
) |
$ |
63,989 |
||||||||||
======= |
======= |
======= |
======= |
||||||||||||||||
Average shares used to determine basic income (loss) per common share |
57,484 |
57,275 |
57,419 |
57,244 |
|||||||||||||||
======= |
======= |
======= |
======= |
||||||||||||||||
Basic income (loss) per common share |
$ |
0.29 |
$ |
0.49 |
$ |
(0.39 |
) |
$ |
1.12 |
||||||||||
======= |
======= |
======= |
======= |
||||||||||||||||
Diluted |
|||||||||||||||||||
Basic income (loss) |
$ |
16,475 |
$ |
27,801 |
$ |
(22,287 |
) |
$ |
63,989 |
||||||||||
Preferred dividends eliminated |
3,204 |
3,206 |
6,466 |
6,582 |
|||||||||||||||
Supplemental ESOP contribution |
(2,658 |
) |
(2,741 |
) |
(5,364 |
) |
(5,627 |
) |
|||||||||||
_______ |
_______ |
_______ |
_______ |
||||||||||||||||
Diluted income (loss) |
$ |
17,021 |
$ |
28,266 |
$ |
(21,185 |
) |
$ |
64,944 |
||||||||||
======= |
======= |
======= |
======= |
||||||||||||||||
Average shares used to determine basic income (loss) per common share |
57,484 |
57,275 |
57,419 |
57,244 |
|||||||||||||||
Stock options and other |
537 |
230 |
489 |
272 |
|||||||||||||||
Series D Convertible Preferred Stock |
3,688 |
3,896 |
3,715 |
3,934 |
|||||||||||||||
_______ |
_______ |
_______ |
_______ |
||||||||||||||||
Average shares used to determine diluted income (loss) per common share |
61,709 |
61,401 |
61,623 |
61,450 |
|||||||||||||||
======= |
======= |
======= |
======= |
||||||||||||||||
Diluted income (loss) per common share |
$ |
0.28 |
$ |
0.46 |
$ |
(0.34 |
) (b) |
$ |
1.06 |
||||||||||
======= |
======= |
======= |
======= |
(a) |
The dividend attributable to the company's Series D Convertible Preferred Stock held by the company's ESOP (employee stock ownership plan) is net of a tax benefit. |
|
(b) |
Because the computation of diluted loss per common share was antidilutive, diluted loss per common share reported for the six months ended June 30, 2001, was the same as basic loss per common share. |
EXHIBIT 12.1
BOISE CASCADE CORPORATION AND SUBSIDIARIES
Ratio of Earnings to Fixed Charges
Six Months Ended |
|||||||||||||||||||||||
Year Ended December 31 |
June 30 |
||||||||||||||||||||||
____________________________________________ |
_________________ |
||||||||||||||||||||||
1996 |
1997 |
1998 |
1999 |
2000 |
2000 |
2001 |
|||||||||||||||||
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|||||||||||||||||
(thousands) |
|||||||||||||||||||||||
Interest costs |
$ |
128,360 |
$ |
137,350 |
$ |
159,870 |
$ |
146,124 |
$ |
152,322 |
$ |
75,017 |
$ |
66,928 |
|||||||||
Guarantee of interest on ESOP debt |
17,874 |
16,341 |
14,671 |
12,856 |
10,880 |
5,594 |
4,545 |
||||||||||||||||
Interest capitalized during the period |
17,778 |
10,575 |
1,341 |
238 |
1,458 |
352 |
651 |
||||||||||||||||
Interest factor related to noncapitalized leases (a) |
12,982 |
11,931 |
11,308 |
13,065 |
13,394 |
5,994 |
6,102 |
||||||||||||||||
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|||||||||||||||||
Total fixed charges |
$ |
176,994 |
$ |
176,197 |
$ |
187,190 |
$ |
172,283 |
$ |
178,054 |
$ |
86,957 |
$ |
78,226 |
|||||||||
======= |
======= |
======= |
======= |
======= |
======= |
======= |
|||||||||||||||||
Income (loss) before income taxes, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Undistributed (earnings) losses of less than 50% |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total fixed charges |
176,994 |
176,197 |
187,190 |
172,283 |
178,054 |
86,957 |
78,226 |
||||||||||||||||
Less: Interest capitalized |
(17,778 |
) |
(10,575 |
) |
(1,341 |
) |
(238 |
) |
(1,458 |
) |
(352 |
) |
(651 |
) |
|||||||||
Guarantee of interest on ESOP debt |
(17,874 |
) |
(16,341 |
) |
(14,671 |
) |
(12,856 |
) |
(10,880 |
) |
(5,594 |
) |
(4,545 |
) |
|||||||||
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|||||||||||||||||
Total earnings before fixed charges |
$ |
171,392 |
$ |
125,531 |
$ |
158,091 |
$ |
509,014 |
$ |
461,986 |
$ |
201,428 |
$ |
53,170 |
|||||||||
======= |
======= |
======= |
======= |
======= |
======= |
======= |
|||||||||||||||||
Ratio of earnings to fixed charges |
- |
- |
- |
2.95 |
2.59 |
2.32 |
- |
||||||||||||||||
Excess of fixed charges over earnings before |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Interest expense for operating leases with terms of one year or longer is based on an imputed interest rate for each lease. |
EXHIBIT 12.2
BOISE CASCADE CORPORATION AND SUBSIDIARIES
Ratio of Earnings to Combined Fixed Charges
and Preferred Dividend Requirements
Six Months Ended |
|||||||||||||||||||||||
Year Ended December 31 |
June 30 |
||||||||||||||||||||||
____________________________________________ |
________________ |
||||||||||||||||||||||
1996 |
1997 |
1998 |
1999 |
2000 |
2000 |
2001 |
|||||||||||||||||
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|||||||||||||||||
(thousands) |
|||||||||||||||||||||||
Interest costs |
$ |
128,360 |
$ |
137,350 |
$ |
159,870 |
$ |
146,124 |
$ |
152,322 |
$ |
75,017 |
$ |
66,928 |
|||||||||
Interest capitalized during the period |
17,778 |
10,575 |
1,341 |
238 |
1,458 |
352 |
651 |
||||||||||||||||
Interest factor related to noncapitalized leases (a) |
12,982 |
11,931 |
11,308 |
13,065 |
13,394 |
5,994 |
6,102 |
||||||||||||||||
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|||||||||||||||||
Total fixed charges |
159,120 |
159,856 |
172,519 |
159,427 |
167,174 |
81,363 |
73,681 |
||||||||||||||||
Preferred stock dividend requirements -- pretax |
65,207 |
44,686 |
19,940 |
17,129 |
16,019 |
8,021 |
7,688 |
||||||||||||||||
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|||||||||||||||||
Combined fixed charges and preferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
======= |
======= |
======= |
======= |
======= |
======= |
======= |
|||||||||||||||||
Income (loss) before income taxes, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Undistributed (earnings) losses of less than 50% |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total fixed charges |
159,120 |
159,856 |
172,519 |
159,427 |
167,174 |
81,363 |
73,681 |
||||||||||||||||
Less interest capitalized |
(17,778 |
) |
(10,575 |
) |
(1,341 |
) |
(238 |
) |
(1,458 |
) |
(352 |
) |
(651 |
) |
|||||||||
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|||||||||||||||||
Total earnings before fixed charges |
$ |
171,392 |
$ |
125,531 |
$ |
158,091 |
$ |
509,014 |
$ |
461,986 |
$ |
201,428 |
$ |
53,170 |
|||||||||
======= |
======= |
======= |
======= |
======= |
======= |
======= |
|||||||||||||||||
Ratio of earnings to combined fixed charges and |
|
|
|
|
|
|
|
||||||||||||||||
Excess of combined fixed charges and preferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Interest expense for operating leases with terms of one year or longer is based on an imputed interest rate for each lease. |