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
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Date of Report: |
January 7, 2004 |
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Date of Earliest Event Reported: |
January 7, 2004 |
BOISE
CASCADE CORPORATION
(Exact name of
registrant as specified in its charter)
Delaware |
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1-5057 |
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82-0100960 |
(State or other
jurisdiction of |
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(Commission File |
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(I.R.S. Employer |
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1111 West Jefferson Street |
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83728-0001 |
(Address of principal executive offices) |
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(Zip Code) |
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208/384-6161 |
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(Registrants telephone number, including area code) |
Item 7. |
Financial Statements and Exhibits |
(c) |
Exhibits. |
|
Exhibit 99 |
Boise Office Solutions Investor Conference Webcast Presentation |
Item 9. |
Regulation FD Disclosure. |
Boise will webcast its investor conference being held at Boise Office Solutions division headquarters in Itasca, Illinois, on January 7, 2004, beginning at 10 a.m. (Central standard time). The conference will be hosted by George Harad, Boises chairman and chief executive officer, and will present details of Boises acquisition of OfficeMax, which was completed on December 9, 2003. The presentation will include Boises plans for the new combined office products business estimates of financial performance for the combined entity,
The live webcast will be available on Boises Internet site and will be archived following the conference. To access the webcast, please go to our website at www.bc.com and click on Investor Relations to find the link to the webcast. The archived webcast will be available on the Presentations page of the Investor Relations section of Boises website. A copy of the webcast presentation is attached as Exhibit 99.
Forward-Looking Statements
The presentation includes forward-looking statements. These statements include, among others, those that refer to the expected benefits of Boises acquisition of OfficeMax, the anticipated synergies, and the expected impact of this transaction on our financial results.
These forward-looking statements are based on managements current expectations and beliefs and are subject to a number of risks, uncertainties, and assumptions that could cause actual results to differ materially from those we describe in the forward-looking statements. The risks, uncertainties, and assumptions include the possibility that we will be unable to fully realize the benefits we anticipate from the acquisition; the possibility that we will incur costs or difficulties related to the integration of our businesses greater than we expected; our ability to retain and motivate key employees of both organizations; the difficulty of keeping expense growth and integration costs at modest levels while increasing revenues; the challenges of integration and restructuring associated with the transaction; the challenges of achieving anticipated synergies; the timing and success of our evaluation of strategic alternatives for our paper and building products businesses; and other risks that are described from time to time in our Securities and Exchange Commission reports.
This presentation speaks only to the date of this presentation. We undertake no obligation to review or update the forward-looking statements we have made here.
2
Finally, we undertake no obligation to review or confirm investor or analyst expectations or estimates that might be derived from this presentation.
Non-GAAP Measures
This presentation contains non-GAAP financial measures, including adjusted segment income from operations and adjusted EBITDA. We believe the use of these measures provides useful information to our investors. We have adjusted segment income to reflect the results of our operations before non-routine items, such as the non-recurring expenses related to the OfficeMax acquisition. Because these items are not indicative of our ongoing operations, we have excluded them to assist our investors in understanding our core operating results. We believe our use of EBITDA and adjusted EBITDA in this presentation will aid our investors understanding of the earnings potential of our office solutions segment, allowing investors to evaluate its operating liquidity. Our calculation of EBITDA represents earnings before interest expense, income taxes, depreciation and amortization, and normal profit. Adjusted EBITDA represents earnings before interest expense, income taxes, depreciation and amortization, and excludes non-routine items. Our calculation of these measures may not be comparable to similarly titled measures of other companies. You should not consider these measures as substitutes for earnings from operations, net income or loss, cash flows from operating activities, or other statements of operations or cash flow data prepared in conformity with GAAP or as a GAAP measure of operating performance, profitability, or liquidity.
We have reconciled the non-GAAP financial measures to the most directly comparable GAAP measure on pages 98 and 99 of the presentation. You can also find these reconciliations under the Investor Relations section of our website at www.bc.com.
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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By |
/s/ Karen E. Gowland |
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Karen E. Gowland |
Date: January 7, 2004
3
EXHIBIT INDEX
Number |
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Description |
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99 |
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*Boise Office Solutions Investor Conference Webcast Presentation |
*Filed with this Form 8-K
4
Exhibit 99
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Exhibit 99
[GRAPHIC]
Boise
Office Solutions
Investor Conference
January 7, 2004
[LOGO]
1
Agenda
Topic |
|
Speaker |
Boise Overview and Strategy |
|
George Harad, Chairman and CEO |
New Boise Office Solutions |
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Chris Milliken, Division President and CEO |
Business Overview, Prospects, and Strategy |
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BOS Brand Strategy |
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Dave Goudge, EVP, Marketing |
BOS Operations Overview |
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Retail Operations |
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Gary Peterson, President Retail |
Contract Operations |
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Mike Rowsey, President Contract |
Commercial and Direct |
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Dave Goudge, EVP, Marketing |
Merchandising |
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Ryan Vero, EVP, Merchandising |
Boise Financial Outlook |
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Ted Crumley, CFO |
Closing Comments |
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Chris Milliken, Division President and CEO |
2
Forward-Looking Statements
The presentation includes forward-looking statements. These statements include, among others, those that refer to the expected benefits of the transaction to our shareholders, the anticipated synergy benefits, and the expected impact of this transaction on our financial results.
These forward-looking statements are based on managements current expectations and beliefs and are subject to a number of risks, uncertainties, and assumptions that could cause actual results to differ materially from those we describe in the forward-looking statements. The risks, uncertainties, and assumptions include the possibility that we will be unable to fully realize the benefits we anticipate from the acquisition; the possibility that we will incur costs or difficulties related to the integration of our businesses greater than we expected; our ability to retain and motivate key employees of both organizations; the difficulty of keeping expense growth and integration costs at modest levels while increasing revenues; the challenges of integration and restructuring associated with the transaction; the challenges of achieving anticipated synergies; the timing and success of our evaluation of strategic alternatives for our paper and building products businesses; and other risks that are described from time to time in our Securities and Exchange Commission reports.
This presentation speaks only to the date of this presentation. We undertake no obligation to review or update the forward-looking statements we have made here. Finally, we undertake no obligation to review or confirm investor or analyst expectations or estimates that might be derived from this presentation.
3
[PHOTO]
George J. Harad
Chairman
and Chief Executive Officer
Boise Overview and Strategy
4
Company Overview
Leading office products distribution company
North America, Australia, New Zealand, and Mexico
Acquisition of OfficeMax completed
Cost-competitive manufacturer and leading distributor of building materials
Major producer of uncoated free sheet
Integrated containerboard/corrugated containers
Newsprint
Substantial timber base
5
Strategy
Focus manufacturing
Competitive-cost commodities
Value-added growth
Lower capital requirements
Grow distribution
Stable, strong cash flows
Higher capital returns
Improve shareholder value
More stable earnings/cash flows
Returns greater than cost of capital
6
Strategic
Shifting Business Mix
Sales Mix Change
1994 |
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2002 |
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Pro Forma 2002 |
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[CHART] |
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[CHART] |
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[CHART] |
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Boise |
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With OfficeMax |
*Before intersegment eliminations; pro forma for OfficeMax acquisition.
7
Strategic Rationale
Acquisition of OfficeMax
Enhance BOS competitive position
Obtain competitive scale
Serve all customer segments through all channels
Improve cost structure
Establish platform for middle-market growth
Provide catalyst for unlocking shareholder value
8
Priorities for 2004
Successfully integrate OfficeMax into Boise Office Solutions
Develop and implement strategic alternatives for Boise Paper Solutions and Boise Building Solutions
9
Integrate
OfficeMax
Realize Synergies
Purchasing leverage |
|
$ |
60 |
mm |
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Logistics and administration |
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40 |
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Marketing |
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30 |
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Paper sales |
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30 |
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$ |
160 |
mm |
10
Implement Strategic Alternatives
Goldman Sachs engaged
Process underway
Objective to deleverage quickly/increase shareholder value
Attractive North American asset base
4th largest producer of uncoated free sheet
4th largest producer of plywood
2nd largest producer of engineered wood products
3rd largest full-line wholesale distributor of building materials
2.4 million acres of timberland
Actions in 2004
11
Questions?
12
[PHOTO]
Chris Milliken
Division President and Chief Executive Officer
New Boise Office Solutions
13
Key Questions
How will we manage the business?
How will we combine and integrate the businesses?
How comfortable are we that we will achieve targeted synergies?
What are the future prospects for our combined businesses?
What financial performance should we expect?
14
Leadership Team
[CHART]
15
Complementary Combination
|
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Boise Office Solutions |
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New BOS |
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OfficeMax |
Markets |
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U.S. Contract/Distribution |
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U.S. Retail |
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Canada |
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Mexico |
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Australasia |
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Brands |
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BOS Quality/Service Reputation |
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OfficeMax Awareness |
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Grand & Toy Canada |
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Reliable |
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Assets |
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Distribution Centers (38) |
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PowerMaxs (3)/ DCs (17) |
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Customer Service Centers (6) |
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Customer Service Centers (2) |
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B-to-B Internet |
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Public E-Commerce Site |
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Private Fleet (all markets) |
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940+ Retail Stores in U.S. |
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Customers |
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Contract/Fortune 500 |
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Small Business |
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Mail Order/Telesales |
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Home Office/Consumer |
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Associates |
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13,000+ Associates |
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30,000+ Associates |
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Strong
Professionally Trained |
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Strong Retail |
16
Larger, Well-Balanced Company
2002 North American Sales
[CHART]
Source: Company 10-Ks
17
Diversified Product/Service Offerings
2002 North American Sales by Product Category
[CHART]
Source: Company 10-Ks. Classification inconsistencies may exist.
18
Growth Opportunities
|
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Key Initiatives |
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Link Contract |
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Facilitate contract purchases at retail |
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Cross-marketing activities |
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[LOGO] small stores |
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Build |
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Expand B-to-B direct sales force and outbound telesales |
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Develop customized E-commerce offerings |
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Develop focused direct-mail programs |
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Extend Print/Copy |
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Enhance infrastructure to support offering to large customers |
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Develop well-trained and focused direct sales force |
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Extend Technology |
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Enhance technology product assortment for large customers |
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Extend contract furniture to retail |
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Extend import furniture to contract |
19
Significant Achievable Synergies
|
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Key Facts |
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|
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Operating |
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For Boise, $160 million annual pretax operating synergies |
|
Potential upside |
|
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Expected |
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$100 million in 2004 |
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$150 million in 2005 |
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$160 million in 2006 |
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Non-Operating |
|
Efficiency in combined capital spending over time |
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Reduced working capital needs over time |
20
|
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Projected $ |
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Key Components |
|
|
|
|
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Purchasing |
|
$60 million |
|
Renegotiate vendor programs |
|
|
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||
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|
|
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Logistics and |
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$40 million |
|
Consolidate DCs |
|
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Close selected stores |
||
|
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Consolidate corporate functions |
||
|
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Reduce expenses |
||
|
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Renegotiate outside services |
||
|
|
|
|
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Sales and |
|
$30 million |
|
Reduce marketing costs |
|
|
Consolidate customer service centers |
||
|
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Integrate Contract into Retail |
||
|
|
Increase response rates for direct marketing |
||
|
|
|
|
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Paper Sales |
|
$30 million |
|
Production efficiencies |
|
|
Distribution efficiencies |
21
Industry is Large and Growing
Sales by Channel (1997-2003 Est.)
[CHART]
Source: SHOPA
22
BOS Target Market Has Increased
|
|
Office |
|
Paper |
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Furniture |
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Technology |
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Computers |
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Print |
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Retail |
|
X |
|
X |
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X |
|
X |
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@ |
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X |
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E-Commerce |
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X |
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X |
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X |
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X |
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@ |
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X |
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Catalog |
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# |
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# |
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# |
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# |
|
|
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X |
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Contract |
|
# |
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# |
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# |
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# |
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* |
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# Existing BOS primary target markets
X Expanded target markets due to addition of OfficeMax primary target markets
* Future unique opportunities as a result of this transaction
@ Limited presence
23
Greater Target Market
North American Office Products Market*
(Est. 2003)
[CHART]
*Includes office products, furniture, technology, and services.
24
Vision Statement
The Vision of the New Boise Office Solutions is to be the leading provider of office products and services through a relentless focus on our customers.
25
BOS Business Model
Primary operating segments: Retail and Contract
All customer segments: Consumer/Home Office, SOMO, Large/Mega
Target vertical customer segments to focus on growth
All channels
Give customers a choice retail store, Internet, sales force, catalog, telesales
Aligned distribution network and customer service centers
Focused brands
[LOGO] will become primary brand in U.S./Mexico
26
Focus on Customer Experience
Customer Service
Contract PINS
Best-in-class contract expense reporting
Boundless Selling program
Easier in-store shopping experience/navigation
Time Savings
Done in one (over 96%)
Line Buster checkout technology
Value
MaxPerks program
Bonus packs
Private label
27
Near-Term Objectives
Maintain solid core business
Achieve base business financial plans/forecasts
Same-store sales growth: 4%-6% in 2004
Operating margin improvement: 2.4%-2.6% in 2004, up from 1.6% in 2003
Ensure no significant adverse impact on customers or operations
Exceed synergy expectations
$100M (04), $150M (05), $160M (06)
28
Near-Term Objectives
Build foundation for future growth
Position business model for strategic competitive advantage
Further improve customer service and quality management
Establish appropriate infrastructure (information systems and facilities)
Blend cultures
29
[PHOTO]
Dave Goudge
Executive
Vice President,
Marketing
Brand Strategy
30
Brand Positioning and Marketing
Previous Brand Positions
[LOGO]
Boise Office Solutions: Keeping Promises/Simplifying
Consider it done!
It couldnt be easier.
[LOGO]
OfficeMax: More Customer Service, Products, Value
[LOGO]
31
Customer Perceptions
Awareness is high
However, retailers are perceived to be very similar
No significant differentiation
32
Customer Awareness Small Businesses
Aided
Awareness*
Small Business
[CHART]
* Which of the following companies have you heard of before today?
33
Customer Awareness Middle-Market Businesses
Aided
Awareness*
Medium Business
[CHART]
* Which of the following companies have you heard of before today?
34
Small Market Perceptions
Small Business
[CHART]
35
Middle-Market Perceptions
Medium Business
[CHART]
36
Brand Architecture/Migration
We currently operate under several brands
[LOGO] [LOGO]
[LOGO] [LOGO]
Boise Express
All brands in the United States and Mexico will become [LOGO]
Canada, Australia, and New Zealand initially remain unchanged
37
Brand Opportunity/Challenge
Create positive differentiation in customer experience
Reach all customer segments through multiple channels
Lasting differentiation comes from actual customer experience
Marketing must tell the story of differentiation
38
Breakout Marketing!
Our advertising/marketing will be tied to the common vision of the company
To be the leading provider of office products and services through a relentless focus on our customers
New tagline: Whats your thing?
New and unusual advertising approach
Audience
Customers
Associates
39
Brand and Marketing
The webcast audience will hear the two-minute audio of three office products ads. To receive a copy of these ads on DVD, send your name and mailing address to TomRussell@BoiseOffice.com.
40
Questions?
41
[PHOTO]
Gary
Peterson
President
Retail
Retail Operations
42
Retail Organization
[CHART]
Gary Peterson will also have several indirect reports for real estate, replenishment, HR, and merchandising.
43
Current OfficeMax Operations
943 stores in the United States; 33 in Mexico
Three PowerMax distribution facilities
Hazleton, Pennsylvania
McCalla, Alabama
Las Vegas, Nevada
17 delivery centers
Two customer call and contact centers
Retail headquarters Cleveland, Ohio
Approximately 30,000 associates
Approximately $5 billion annual sales for fiscal year 2003
44
OfficeMax Top 50 Markets (# of Stores)*
[GRAPHIC]
Chicago |
|
42 |
|
Los Angeles |
|
30 |
|
Minneapolis |
|
26 |
|
San Francisco |
|
23 |
|
Phoenix |
|
23 |
|
Dallas |
|
23 |
|
Atlanta |
|
22 |
|
Detroit |
|
20 |
|
Philadelphia |
|
17 |
|
Cleveland |
|
17 |
|
Denver |
|
17 |
|
Houston |
|
17 |
|
Seattle |
|
15 |
|
Salt Lake City |
|
15 |
|
Boston |
|
14 |
|
St. Louis |
|
14 |
|
North New Jersey |
|
14 |
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Orlando |
|
12 |
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New York |
|
11 |
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Virginia Beach |
|
11 |
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Miami |
|
11 |
|
Kansas City |
|
11 |
|
Las Vegas |
|
10 |
|
Milwaukee |
|
9 |
|
Puerto Rico |
|
8 |
|
Columbus |
|
8 |
|
Buffalo |
|
8 |
|
Pittsburgh |
|
8 |
|
Richmond |
|
8 |
|
Charlotte |
|
8 |
|
Sacramento |
|
8 |
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San Antonio |
|
8 |
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Raleigh |
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7 |
|
Ft. Lauderdale |
|
7 |
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Akron |
|
7 |
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Nashville |
|
7 |
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Portland |
|
7 |
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Memphis |
|
7 |
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Tucson |
|
7 |
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Austin |
|
6 |
|
Providence |
|
5 |
|
Danbury |
|
5 |
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West Palm Beach |
|
5 |
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Ft. Meyers |
|
5 |
|
Indianapolis |
|
5 |
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Albany |
|
5 |
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Stockton |
|
5 |
|
Fresno |
|
5 |
|
Hartford |
|
4 |
|
Harrisburg |
|
4 |
|
* Complete list of stores is available at www.OfficeMax.com.
45
OfficeMax Distribution Network
[GRAPHIC]
46
Improvements to Retail Operations
Customer Service
Commitment to move from task to selling environment
In-stock improvement
Boundless Selling
Improved store graphics for easier navigation
Infrastructure Support
Changes made to ease the burden on store associates and improve customer service:
DSD model to self-distributed/PowerMax model
$400 million reduction in inventory
Fixture cut-down
Creation of merchandise worlds
Assumed receiving
SAP retail store
POS register upgrade
47
Improvements to Retail Operations
Progress on Major Initiatives
Remodeled 250 stores
Implemented 9.0 format
Rolled out new point-of-sale system
Implemented Boundless Selling across chain
Launched [LOGO] small store concept
Implemented select market strategy
Implemented productivity-based incentives in PowerMax facilities
40% labor savings
Financial/Operating Results
Industry-leading comp sales
Seven consecutive quarters of positive growth
Improved inventory turns to 4.0x
Strong CopyMax® comp sales growth
48
Two-Year North American Retail Same-Store Comp Sales
[CHART]
49
Key Retail Objectives for 2004
Mid-single-digit comp sales growth
5% increase in inventory turns
Improve in-stocks
Continue to take share in retail channel
Further develop great shopping experience
Improve solution selling/attachment rates in key product categories
Grow CopyMax® business
50
Key Retail Opportunities for 2004
Continue to optimize retail store portfolio
Remodel 250 additional stores to 9.0 format
Open 12 new stores
Including [LOGO]
Relocate 10 stores
Close 40 to 45 stores
Continue to focus on field management initiatives
Continue to upgrade systems at the store level
Point-of-sale (POS) systems
Labor scheduling
E-learning
Optimize retail supply chain
Extend Boise customers contract pricing to stores
51
Store Remodel Program
Remodels incorporate key features and attributes of 9.0 prototype
Further display of Merchandising Worlds
Concentrated in strong OfficeMax markets
Each remodeled store provides comp sales lift
[GRAPHIC] |
|
[GRAPHIC] |
6.0/Before |
|
9.0/After |
52
[LOGO]
Small store format (approx. 3,000 sq. ft. vs. 20,000 sq. ft.)
Three-store test program within Chicago Loop area
First store opened in November 2003
CopyMax® capabilities
[GRAPHIC] |
|
[GRAPHIC] |
53
Field Management Initiatives
Improve district manager effectiveness
Leverage territory directors
Improve Boundless Selling
Enhance training
54
Boundless Selling
Department boundaries are removed
Associates go to customers rather than wait in their departments for customers
Starts with cross-training across product categories
Sales leader directs associates selling efforts
Wireless technology used to provide feedback and suggest add-ons
Increases average ticket (1.5% increase in FY03)
[LOGO]
55
Building a Team Environment for Store Associates
Investments in leadership, communications, and productivity
E-mail communication tools
Electronic training and surveys
Results: improved sales, profitability, and associate satisfaction
[LOGO] |
|
[LOGO] |
56
CopyMax
Double-digit positive comp sales growth year-to-date in 2003
100% digitally connected nationwide
First retailer to have chainwide digital color capabilities
Three CopyMax® commercial sales territories
Over 200 dedicated sales representatives
[GRAPHIC]
57
Retail Supply Chain
2003 Accomplishments
Installed SAP in PowerMax and delivery center facilities
Completed pay-for-performance in PowerMax and delivery centers
Extended vendor compliance metrics
Expanded Las Vegas PowerMax
Installed integrated inbound visibility tool
Improved key performance metric
58
2004 Initiatives
Consolidate BOS and OfficeMax delivery centers
Design new Las Vegas facility
Leverage PowerMax for servicing new DC network
Reduce average store delivery cycle from 8 to 7 days
Implement real-time cross-docking
Increase bulk area utilization in PowerMax
Implement task inter-leaving
Develop vendor scorecard
59
Mexico/International
Business Overview
Started with joint venture in 1997
33 stores
Commercial sales, catalog, and E-commerce operations
Strong partners with significant retail experience
Key Accomplishments in 2003
Significantly increased cash flows
Strong net operating profit
Significant CopyMax® comp sales growth
Opened three new stores and DC
[GRAPHIC]
Future International Opportunities
Mexico
Further retail expansion
Expand direct/contract business
Assessing other international opportunities in retail
60
Questions?
61
The New Boise Office Solutions Investor Conference will resume in approximately 60 minutes.
62
[PHOTO]
Mike Rowsey
President Contract
Contract Operations
63
Contract Business Operations
Operating Focus
Large contract: Large businesses/government customers with longer-term contracts and orders fulfilled by delivery
Traditional BOS contract business
Includes international (except Mexico retail)
Commercial and direct: Customers that purchase through multiple touchpoints with orders fulfilled by delivery
Customers not on longer-term contracts
Encompasses small and medium-sized businesses
Served
through multiple touchpoints:
E-commerce, sales force, telesales, catalog
64
Contract Operations
Organic sales growth despite slow white-collar recovery
World-class customer service
Operational excellence
Premier international businesses in Canada and Australasia
65
Organic Sales Growth
Low single digits in 2003; mid-single digits expected in 2004
Commercial and direct continues to show excellent growth potential
Capital goods spending by customers picking up
Paper sales stronger than overall market
Continued growth in technology consumables
66
World-Class Customer Service
Customer-centric measurements continue to lead the industry
Fill rate
Accuracy
On-time delivery
Done in One
Winner of 2003 SQM award for world class service
Opportunity to consolidate customer service centers
Expect to consolidate 8 customer service centers to 6
67
Operational Excellence
Working capital performance continues to improve
High single-digit productivity improvement for the third consecutive year
Implementation of POD and RDS in distribution centers
Integration of Reliable distribution completed in early 2004
Opportunity for integration with OfficeMax: 55 distribution centers will be consolidated into 25 to 30
Lower operating costs
Lower inventory levels
Higher throughput
68
New Boise Office Solutions Distribution Network*
[GRAPHIC]
*Before consolidation
69
Canadian Contract Operations
Maintaining position as leading contract stationer
Operating margins continue to be strong
Restructuring customer service centers
Consolidated one distribution center in 2003
New Calgary DC scheduled to open in 2004
70
Australia Contract Operations
Completed integration of Blue Star acquisition
Built footprint for future growth, with new buildings in:
Sydney
Canberra
Brisbane
Hobart
Townsville
Expansion in Melbourne
Adelaide
Significant operating income improvement in 2003 over 2002
71
New Zealand Contract Operations
Completed integration of Blue Star acquisition
40 buildings consolidated into 3 distribution facilities
5 brands consolidated into 3
Implemented new operating system (Pronto)
Continued outstanding income performance
72
[PHOTO]
Dave Goudge
Executive Vice President,
Marketing
Commercial and Direct
73
Commercial and Direct Operations Overview
Customers who purchase through multiple touchpoints with orders fulfilled by delivery
Highly attractive business
Large and relatively fragmented markets
High-growth channels (E-commerce)
Well-established business
[LOGO] over 1.4 million customer transactions per year
[LOGO] approximately 1.8 million customer transactions per year
OfficeMax sales force 170 sales reps
BOS/Reliable outbound telesales 350 sales reps
74
Commercial and Direct Operations Objectives
Integrate multiple touchpoints
Business operations
Systems
Delivery
Customer service centers
Grow business
Focus on small and middle markets
75
Integration of Multiple Touchpoints
Prior to Integration
[CHART]
76
Growth Strategy
Leverage brand
Awareness and response rate
Leverage expertise/assets
B-to-B
Direct mail
OfficeMax.com
Further enhance cross-marketing activities with retail stores
77
Questions?
78
[PHOTO]
Ryan Vero
Executive Vice President,
Merchandising
Merchandising
79
Merchandising Objectives
Capture purchasing synergies
Maximize purchasing leverage
Optimize assortment
Increase strategic sourcing
Optimize paper sourcing
Drive sales and profitability through initiatives
Leverage combined customer base
Continued focus on private label
Focused retail shopping experience improvements
Focused contract customer enhancements
80
Capture Purchasing Synergies
Vendor program analysis
Began review of net item programs after close
Strategic sourcing process
Complete net-cost analysis and bid process
Product specifications and vendor qualification
Both branded and private label merchandise
Domestic and offshore sourcing
81
Key Merchandising Initiatives for 2004
Product consolidation and rationalization
Category management store clustering program
Leadership in new product/new business development
Expansion of private label products
Evolution of office furniture
Expansion of live product program
Technology expansion into contract
82
Product Consolidation and Rationalization
Focused merchandising assortments based on customer needs
Rationalize common items and private label
Increase supply chain efficiencies, improve turns and purchasing leverage
Approximately 5,000 items are sourced from same suppliers or are same items
Significant opportunities with improved import sourcing
Leveraging independent merchandising expertise
Improved assortments in contract and retail
Growth opportunities in furniture, supplies, and technology
Converting MaxBrite paper products to Boise Paper Solutions
Integrated and efficient
83
Category Management Store Clustering Initiative
Tailoring merchandise assortment and presentation
Improved inventory management, in-stocks, and sales
Example: paper and mailing product categories
[GRAPHIC] |
|
[GRAPHIC] |
84
New Product Development
Continued differentiation through exclusive product launches
HP label assortment
Digital dock design
Internal team focused on new product and service development
Network installation
Digital photo processing labs
[GRAPHIC] |
|
[GRAPHIC] |
85
Private Label Expansion
Consolidating private label from Highmark and OfficeMax
Significant volume leverage and supply chain efficiency
Continuing to build OfficeMax brand
Boise Office Solutions customers seeing OfficeMax every day
Expanding assortment from approximately 1,500 units* in 2003 to over 2,000 in 2004
[GRAPHIC]
*Total combined SKU count for both OfficeMax and Boise Office Solutions.
86
Office Furniture
Enhanced in-store shopping experience
Enhanced point-of-purchase signage
Expanded pro-sumer/small business assortment
Enhanced FurnitureMax® hub assortments
Stylish vignette format differentiates FurnitureMax®
[GRAPHIC] |
|
[GRAPHIC] |
87
Live Product Initiatives
Live printer consumables and computer peripherals
EAS security rollout
Currently 269 stores active, with rollout continuing in 2004
Adjacency merchandising drives add-on sales
Photo and premium printing papers adjacent to ink category
[GRAPHIC]
88
Thinking Ink? Think OfficeMax!
Continued focus on printer supplies category
Thinking Ink? Think OfficeMax!
Recycled paper program
Increases retention
Introduces customers to quality of new MaxBrite recycled line manufactured by Boise
Guaranteed in stock
Customer commitment to product availability
[GRAPHIC]
89
Technology Expansion in Contract
Leveraging technology expertise to contract business segment
New technology catalog
Expanded E-commerce capabilities in 2004
Significant opportunity selling to existing accounts
[GRAPHIC] |
|
[GRAPHIC] |
90
Questions?
91
[PHOTO]
Ted Crumley
Senior
Vice President and
Chief Financial Officer
Boise Financial Outlook
92
Outlook for 2004 New Boise Office Solutions
Positive single-digit same-store sales comps 4%-6%
Expected margin improvement
Sales growth
Mix improvements
Projected gross synergies of $80mm in BOS
Continued improvement in working capital turns
Capital investment: $150mm to $170mm, including store remodels
93
Potential 2004 Results New Boise Office Solutions
|
|
Estimated |
|
Potential |
|
Synergies, |
|
Total |
|
||
|
|
|
|
|
|
|
|
|
|
||
Sales (mm) |
|
$ |
8,725 |
|
$350-$525 |
|
$ |
(125 |
) |
$8,950-$9,125 |
|
|
|
|
|
|
|
|
|
|
|
||
Same-store growth |
|
4 |
% |
4%-6% |
|
|
|
4%-6% |
|
||
|
|
|
|
|
|
|
|
|
|
||
Adj. segment inc. from ops (mm)(2) |
|
$ |
140 |
|
$15-$45 |
|
$ |
55 |
|
$210-$240 |
|
|
|
|
|
|
|
|
|
|
|
||
Operating margin |
|
1.6 |
% |
4.3%-8.6% |
|
|
|
2.4%-2.6% |
|
||
|
|
|
|
|
|
|
|
|
|
||
Adj. EBITDA (mm)(2) |
|
$ |
295 |
|
$15-$45 |
|
$ |
70 |
|
$380-$410 |
|
|
|
|
|
|
|
|
|
|
|
||
Capex (mm) |
|
$ |
150 |
|
|
|
|
|
$150-$170 |
|
(1) Includes Boise Office Solutions and OfficeMax estimated pro forma results for the calendar year ending December 31, 2003.
(2) See our website at www.bc.com for a reconciliation of these adjusted operating results to the comparable GAAP number.
94
Boise Financial Structure
Capitalization |
|
Actual |
|
Estimated |
|
||
|
|
|
|
|
|
||
Debt (mm) |
|
$ |
1,643 |
|
$ |
2,090 |
|
|
|
|
|
|
|
||
Equity, including minority interest (mm) |
|
1,584 |
|
2,361 |
|
||
|
|
|
|
|
|
||
Debt/total capitalization |
|
50.9 |
% |
47.0 |
% |
||
95
Outlook for 2004 Boise
Range of current analyst estimates |
|
$.59 to $2.00 per share |
|
|
|
|
|
Expected earnings accretion from OfficeMax acquisition |
|
$.20 to $.30 per share |
|
|
|
|
|
Depreciation and amortization |
|
$430mm to $450mm |
|
|
|
|
|
Interest expense |
|
$145mm to $155mm |
|
|
|
|
|
Capital investment |
|
$340mm to $360mm |
|
|
|
|
|
Common shares on 1/1/04 |
|
|
|
|
|
|
|
Basic |
|
Approx. 87mm |
|
|
|
|
|
Fully diluted |
|
Approx. 92mm |
|
96
Questions?
97
Reconciliation Slide 94
|
|
Combined |
|
|
|
|
(in millions) |
|
|
Income (loss) from operations |
|
$ |
77 |
|
Add (deduct): |
|
|
|
|
Restructuring activities |
|
63 |
|
|
Adjusted segment income from operations |
|
140 |
|
|
Depreciation and amortization |
|
155 |
|
|
Adjusted EBITDA |
|
$ |
295 |
|
|
|
|
|
|
Adjusted segment operating margin |
|
1.6 |
% |
98
Reconciliation Slide 95
|
|
Reconciliation of Equity |
|
||||
|
|
LTM |
|
Estimated |
|
||
|
|
(in millions) |
|
||||
Shareholders equity |
|
$ |
1,411 |
|
$ |
2,188 |
|
Company-obligated mandatorily redeemable securities of subsidiary trust holding solely debentures of parent |
|
173 |
|
173 |
|
||
|
|
1,584 |
|
2,361 |
|
||
|
|
|
|
|
|
||
Debt |
|
1,643 |
|
2,090 |
|
||
|
|
|
|
|
|
||
Total capitalization |
|
$ |
3,227 |
|
$ |
4,451 |
|
99
[PHOTO]
Chris
Milliken
Division
President and
Chief Executive Officer
Closing Comments
100
Great News Ahead
Significant Opportunities |
|
+ |
|
Company is Better |
|
= |
|
Improved Results |
101
Updates Going Forward
Progress on synergies
Performance in core business segments
Key operating metrics
102
Vision Statement
The Vision of the New Boise Office Solutions is to be
the leading provider of office products and services
through a relentless focus on our customers.
103
Questions?
104
[GRAPHIC]
Boise Office Solutions
105