F O R M 10 - Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the Quarterly Period Ended June 30, 1995
( ) Transition Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the Transition Period From ___________ to _____________
Commission file number 1-5057
BOISE CASCADE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 82-0100960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 West Jefferson
P.O. Box 50
Boise, Idaho 83728-0001
(Address of principal executive offices) (Zip Code)
(208) 384-6161
(Registrant's telephone number, including area 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
Class as of July 31, 1995
Common stock, $2.50 par value 47,760,731
PART I - FINANCIAL INFORMATION
STATEMENTS OF INCOME (LOSS)
BOISE CASCADE CORPORATION AND SUBSIDIARIES
(unaudited)
Item I. Financial Statements
Three Months Ended June 30
1995 1994
(expressed in thousands)
except per share data
Revenues
Sales $1,270,200 $1,000,250
Other expense, net (23,120) (560)
__________ __________
1,247,080 999,690
__________ __________
Costs and expenses
Materials, labor, and other operating expenses 931,110 841,240
Depreciation and cost of company timber
harvested 60,730 58,860
Selling and administrative expenses 105,160 88,020
__________ __________
1,097,000 988,120
__________ __________
Equity in net income (loss) of affiliates 11,880 (5,580)
__________ __________
Income from operations 161,960 5,990
__________ __________
Interest expense (35,070) (36,740)
Interest income 970 120
Foreign exchange gain 40 120
Gain on subsidiary's sale of stock 60,000 -
__________ __________
25,940 (36,500)
__________ __________
Income (loss) before income taxes and
minority interest 187,900 (30,510)
Income tax provision (benefit) 80,640 (11,350)
__________ __________
Income (loss) before minority interest 107,260 (19,160)
Minority interest, net of income tax (1,340) -
__________ __________
Net income (loss) $ 105,920 $ (19,160)
Net income (loss) per common share
Primary $ 1.82 $ (.86)
Fully diluted $ 1.64 $ (.86)
Dividends declared per common share $ .15 $ .15
The accompanying notes are an integral part of these Financial Statements.
SEGMENT INFORMATION
BOISE CASCADE CORPORATION AND SUBSIDIARIES
Three Months Ended June 30
1995 1994
(expressed in thousands)
Segment sales
Paper and paper products $ 659,158 $ 404,023
Office products 305,718 212,342
Building products 385,039 432,623
Intersegment eliminations and other (79,715) (48,738)
__________ __________
$1,270,200 $1,000,250
Segment operating income (loss)
Paper and paper products $ 132,273 $ (30,363)
Office products 13,637 10,052
Building products 22,796 43,914
Equity in net income (loss) of
affiliates 11,880 (5,580)
Corporate and other (18,626) (12,033)
__________ __________
Income from operations $ 161,960 $ 5,990
The accompanying notes are an integral part of these Financial Statements.
STATEMENTS OF INCOME (LOSS)
BOISE CASCADE CORPORATION AND SUBSIDIARIES
(Unaudited)
Six months ended June 30
1995 1994
(In thousands, except
per share data)
Revenues
Sales $2,493,160 $1,941,550
Other income (expense), net (21,250) 4,550
__________ __________
2,471,910 1,946,100
__________ __________
Costs and expenses
Materials, labor, and other
operating expenses 1,873,630 1,667,740
Depreciation and cost of company
timber harvested 121,120 117,030
Selling and administrative expenses 202,980 162,200
__________ __________
2,197,730 1,946,970
__________ __________
Equity in net income (loss) of affiliates 17,450 (13,120)
__________ __________
Income (loss) from operations 291,630 (13,990)
__________ __________
Interest expense (72,300) (71,680)
Interest income 1,280 520
Foreign exchange gain (loss) 40 (1,410)
Gain on subsidiary's sale of stock 60,000 -
__________ __________
(10,980) (72,570)
__________ __________
Income (loss) before income taxes
and minority interest 280,650 (86,560)
Income tax provision (benefit) 116,350 (29,800)
__________ __________
Income (loss) before minority interest 164,300 (56,760)
Minority interest, net of income tax (1,340) -
__________ __________
Net income (loss) $ 162,960 $ (56,760)
Net income (loss) per common share
Primary $ 2.75 $(2.21)
Fully diluted $ 2.49 $(2.21)
Dividends declared per common share $ .60 $ .60
The accompanying notes are an integral part of these Financial Statements.
SEGMENT INFORMATION
BOISE CASCADE CORPORATION AND SUBSIDIARIES
Six Months Ended June 30
1995 1994
(expressed in thousands)
Segment sales
Paper and paper products $1,253,078 $ 804,015
Office products 609,005 403,268
Building products 778,477 827,432
Intersegment eliminations and other (147,400) (93,165)
__________ __________
$2,493,160 $1,941,550
Segment operating income (loss)
Paper and paper products $ 230,271 $ (83,900)
Office products 26,200 20,997
Building products 46,280 78,957
Equity in net income (loss) of affiliates 17,450 (13,120)
Corporate and other (28,571) (16,924)
__________ __________
Income (loss) from operations $ 291,630 $ (13,990)
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE CORPORATION AND SUBSIDIARIES
BALANCE SHEETS
ASSETS
June 30 December 31
1995 1994 1994
(expressed in thousands)
Current
Cash and cash items $ 37,258 $ 30,750 $ 22,447
Short-term investments at cost,
which approximates market 39,893 6,295 7,007
__________ __________ __________
77,151 37,045 29,454
Receivables, less allowances of
$2,816,000, $1,881,000, and
$1,987,000 458,827 408,668 405,661
Inventories 403,215 381,909 423,589
Deferred income tax benefits 74,934 40,551 42,487
Other 21,996 17,415 17,073
__________ __________ __________
1,036,123 885,588 918,264
__________ __________ __________
Property
Property and equipment
Land and land improvements 38,277 37,864 37,775
Buildings and improvements 443,372 426,964 439,936
Machinery and equipment 4,156,958 4,032,975 4,078,302
__________ __________ __________
4,638,607 4,497,803 4,556,013
Accumulated depreciation (2,152,386) (1,979,371) (2,062,106)
__________ __________ __________
2,486,221 2,518,432 2,493,907
Timber, timberlands, and timber
deposits 409,630 405,677 397,721
__________ __________ __________
2,895,851 2,924,109 2,891,628
__________ __________ __________
Investments in equity affiliates 225,379 353,052 204,498
Other assets 277,862 263,147 279,687
__________ __________ __________
Total assets $4,435,215 $4,425,896 $4,294,077
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE CORPORATION AND SUBSIDIARIES
BALANCE SHEETS
(unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30 December 31
1995 1994 1994
(expressed in thousands)
Current
Notes payable $ 110,500 $ 44,645 $ 56,000
Current portion of long-term debt 110,125 67,974 58,534
Accounts payable 326,144 272,767 306,848
Accrued liabilities
Compensation and benefits 110,856 96,289 107,866
Interest payable 34,361 36,471 36,043
Other 138,346 95,190 92,552
__________ __________ __________
830,332 613,336 657,843
__________ __________ __________
Debt
Long-term debt, less current portion 1,264,780 1,768,147 1,625,148
Guarantee of ESOP debt 228,212 245,027 230,956
__________ __________ __________
1,492,992 2,013,174 1,856,104
__________ __________ __________
Other
Deferred income taxes 263,324 114,961 137,260
Other long-term liabilities 282,681 268,061 278,012
__________ __________ __________
546,005 383,022 415,272
__________ __________ __________
Minority interest 50,941 - -
__________ __________ __________
Shareholders' equity
Preferred stock -- no par value;
10,000,000 shares authorized;
Series D ESOP: $.01 stated
value; 6,178,142, 6,352,708,
and 6,294,891 shares outstanding 278,016 285,872 283,270
Deferred ESOP benefit (228,212) (245,027) (230,956)
Series E: $.01 stated value;
862,500 shares outstanding
at June 30 and December 31, 1994 - 191,466 191,466
Series F: $.01 stated value;
115,000 shares outstanding
in each period 111,043 111,043 111,043
Series G: $.01 stated value;
862,500 shares outstanding
in each period 176,404 176,404 176,404
Common stock -- $2.50 par value;
200,000,000 shares authorized;
47,453,860, 38,037,816, and
38,284,186 shares outstanding 118,635 95,095 95,710
Additional paid-in capital 183,458 - -
Retained earnings 875,601 801,511 737,921
__________ __________ __________
Total shareholders' equity 1,514,945 1,416,364 1,364,858
__________ __________ __________
Total liabilities and shareholders'
equity $4,435,215 $4,425,896 $4,294,077
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE CORPORATION AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended June 30
1995 1994
(expressed in thousands)
Cash provided by (used for) operations
Net income (loss) $ 162,960 $ (56,760)
Items in income (loss) not using (providing) cash
Equity in net (income) loss of affiliates (17,450) 13,120
Depreciation and cost of company timber
harvested 121,120 117,030
Deferred income tax provision (benefit) 94,375 (29,808)
Minority interest 1,340 -
Amortization and other 31,570 8,321
Gain on subsidiary's sale of stock (60,000) -
Receivables (47,959) (38,679)
Inventories 21,765 47,658
Accounts payable and accrued liabilities 19,789 14,696
Current and deferred income taxes 17,457 1,374
Other (313) 4,732
__________ __________
Cash provided by operations 344,654 81,684
__________ __________
Cash provided by (used for) investment
Expenditures for property and equipment (112,089) (91,178)
Expenditures for timber and timberlands (3,256) (3,408)
Investments in equity affiliates 2,100 (2,746)
Purchase of facilities (9,338) -
Sale of investment in equity affiliates - (78,428)
Other (14,412) (37,944)
__________ __________
Cash used for investment (136,995) (213,704)
__________ __________
Cash provided by (used for) financing
Cash dividends paid
Common stock (12,798) (11,403)
Preferred stock (26,339) (30,480)
__________ __________
(39,137) (41,883)
Notes payable 54,500 13,645
Additions to long-term debt - 197,299
Payments of long-term debt (308,777) (20,391)
Subsidiary's sale of stock 123,076 -
Other 10,376 (2,034)
__________ __________
Cash provided by (used for) financing (159,962) 146,636
__________ __________
Increase in cash and short-term investments 47,697 14,616
Balance at beginning of the year 29,454 22,429
__________ __________
Balance at June 30 $ 77,151 $ 37,045
The accompanying notes are an integral part of these Financial Statements.
Notes to Quarterly Financial Statements
(1) BASIS OF PRESENTATION. The quarterly financial statements have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. These
statements should be read together with the statements and the accom-
panying notes included in the Company's 1994 Annual Report.
The quarterly financial statements have not been audited by independent
public accountants, but in the opinion of management, all adjustments
necessary to present fairly the results for the periods have been
included. The net income (loss) for the three and six months ended
June 30, 1995 and 1994, was subject to seasonal variations and neces-
sarily involved estimates and accruals. Except as may be disclosed
within these "Notes to Quarterly Financial Statements," the adjustments
made were of a normal, recurring nature. Quarterly results are not
necessarily indicative of results that may be expected for the year.
(2) NET INCOME (LOSS) PER COMMON SHARE. Net income (loss) per common share
was determined by dividing net income (loss), as adjusted, by appli-
cable shares outstanding. For the three and six months ended June 30,
1994, the computation of fully diluted net loss per share was anti-
dilutive; therefore, the amounts reported for primary and fully diluted
loss were the same.
For the six months ended June 30, 1995 and 1994, primary average shares
included common shares outstanding and, if dilutive, common stock
equivalents attributable to stock options, Series E conversion
preferred stock prior to converting to shares of the Company's common
stock on January 15, 1995, and Series G conversion preferred stock.
Excluded common equivalent shares were 16,714,000 at June 30, 1994. In
addition to common and common equivalent shares, fully diluted average
shares include common shares that would be issuable upon conversion of
the Company's other convertible securities.
Six Months Ended June 30
1995 1994
(expressed in thousands)
Net income (loss) as reported $ 162,960 $ (56,760)
Preferred dividends (12,777) (27,276)
_________ _________
Primary income (loss) 150,183 (84,036)
Assumed conversions:
Preferred dividends eliminated 7,372 21,871
Interest on 7% debentures eliminated 1,697 1,720
Supplemental ESOP contribution (6,302) (6,273)
_________ _________
Fully diluted income (loss) $ 152,950 $ (66,718)
Average number of common shares
Primary 54,547 38,029
Fully diluted 61,406 61,668
Primary income excludes, and the loss includes, the aggregate amount of
dividends on the Company's preferred stock. 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.
To determine the fully diluted income (loss), dividends on convertible
preferred stock and interest, net of any applicable taxes, have been
added back to primary income (loss) to reflect assumed conversions. The
fully diluted income was reduced by, and the loss was increased by, the
after-tax amount of additional contributions that the Company would be
required to make to its ESOP if the Series D ESOP preferred shares were
converted to common stock.
(3) INVENTORIES. Inventories include the following:
June 30 December 31
1995 1994 1994
(expressed in thousands)
Finished goods and work in process $276,791 $252,014 $256,732
Logs 53,206 72,025 107,095
Other raw materials and supplies 168,333 142,657 147,211
LIFO reserve (95,115) (84,787) (87,449)
________ ________ ________
$403,215 $381,909 $423,589
(4) INCOME TAXES. The components of the net deferred tax liability on the
Company's Balance Sheets were determined as follows:
June 30 December 31
1995 1994 1994
Assets Liabil. Assets Liabil. Assets Liabil.
(expressed in millions)
Operating loss
carryover $108.9 $ - $185.6 $ - $200.5 $ -
Employee benefits 107.7 15.7 111.2 8.9 106.2 17.8
Property and equipment
and timber and
timberlands 79.0 538.3 86.6 513.8 81.6 531.4
Alternative minimum tax 108.5 - 79.8 - 79.6 -
Tax credit carryovers 28.4 - 35.3 - 35.7 -
Reserves 24.5 2.5 11.1 1.5 14.6 2.0
Inventories 10.0 .2 9.8 .4 10.1 .2
State income taxes - 32.6 4.3 30.2 - 33.4
Deferred charges .2 6.1 .3 11.8 .2 7.9
Differences in basis
of nonconsolidated
entities 6.4 51.4 - 19.8 11.5 28.5
Other 11.8 26.9 12.2 24.2 10.3 23.9
______ ______ ______ ______ ______ ______
$485.4 $673.7 $536.2 $610.6 $550.3 $645.1
The estimated tax provision rate for the first six months of 1995,
before the effects of unusual items, was 38.0%, compared with a tax
benefit rate of 34.4% for the same period in the prior year. The change
in the rate is primarily due to increased income from the Company's U.S.
operations. These rates were based on actual year-to-date results and
projected results for the remainder of the year.
(5) DEBT. At June 30, 1995, the Company had a $650 million revolving credit
agreement with a group of banks. There were no borrowings under the
agreement at June 30, 1995. On July 10, 1995, the revolving credit
agreement was amended to extend the termination date from June 30, 1997,
to June 30, 2000, and the aggregate of all commitments that can be
outstanding was reduced from $650 million to $600 million.
(6) SERIES E PREFERRED STOCK. On January 15, 1995, the Company's Series E
preferred stock converted to 8,625,000 shares of common stock.
(7) INVESTMENTS IN EQUITY AFFILIATES. The Company's principal equity
affiliate is Rainy River Forest Products Inc. ("Rainy River"). The
Company has a 59.66% equity interest and a 49% voting interest. Rainy
River is accounted for on the equity method. Other investments include
a 30% interest in Rumford Cogeneration Company Limited Partnership and a
50% interest in the general partnership of Pine City Fiber Company.
SUMMARIZED FINANCIAL INFORMATION
Six Months Ended June 30
1995 1994
(expressed in thousands)
Sales $ 417,932 $ 209,485
Gross profit (loss) 71,434 (12,801)
Net income (loss) 32,588 (20,982)
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Second Quarter of 1995, Compared With Second Quarter of 1994
Boise Cascade Corporation's net income for the second quarter of 1995 was
$105.9 million, compared with a net loss of $19.2 million for the second
quarter of 1994. Primary earnings per common share for the second quarter of
1995 were $1.82, and fully diluted earnings per share were $1.64. For the
same quarter in 1994, primary and fully diluted loss per share was $.86.
Sales for the second quarter of 1995 were $1.3 billion, compared with
$1.0 billion in the second quarter of last year.
In April 1995, the Company's wholly owned subsidiary, Boise Cascade Office
Products Corporation ("BCOP"), completed the initial public offering of
5,318,750 shares of common stock at a price of $25 per share. After the
offering, the Company owns 82.7% of the outstanding BCOP common stock. The
net proceeds of the offering to BCOP were approximately $123 million, of which
approximately $102 million was indirectly (through retention of accounts
receivable and a small dividend payment) available to the Company for general
corporate purposes. The remainder of the proceeds was retained by BCOP for
its general corporate purposes.
In October 1994, the Company's Canadian subsidiary, Rainy River Forest
Products Inc. ("Rainy River"), completed the sale of units of common stock and
debentures in an initial public offering. Boise Cascade holds approximately
60% of Rainy River's economic equity and 49% of its voting equity. Rainy
River was accounted for on the equity method retroactive to January 1, 1994,
in the Company's consolidated financial statements. In the second quarter of
1995, the Company provided $32.5 million of income taxes, or 53 cents per
fully diluted share, for the tax effect of the difference in the book and tax
bases of its stock ownership in Rainy River.
Also, in the second quarter of 1995, the Company established reserves for the
write-down of certain assets in its paper and paper products segment to their
net realizable value with a pretax charge of $19 million, or 19 cents per
fully diluted share after taxes. The Company also added to its existing
reserves $5 million before taxes, or 5 cents per fully diluted share after
taxes, for environmental and other contingencies.
The net effect of the gain on the sale of BCOP stock, the tax provision for
Rainy River, and the establishment of the above reserves increased net income
$12.6 million and fully diluted earnings per share 21 cents for the three and
six months ended June 30, 1995.
Before considering the $19 million reserve for the write-down of certain
paper-related assets, the Company's paper segment reported operating income of
$151.3 million in the second quarter of 1995. By contrast, paper operations
lost $30.4 million in the second quarter of 1994. This significant improve-
ment was attributable to sharp increases in the price of pulp and paper that
were partially offset by increases in the cost of fiber. The average price
for the grades of pulp and paper produced by the Company rose $323 per ton,
or 69% since the recovery in paper markets began early last year. Between the
second quarter of 1994 and the second quarter of 1995, prices for uncoated
freesheet rose 71%, containerboard rose 58%, newsprint rose 57%, coated rose
60%, and market pulp rose over 100%.
Paper segment manufacturing costs per ton increased considerably between the
comparison quarters. The increase was due in large part to higher fiber costs.
Paper segment sales rose 63% to $659.2 million in the second quarter of 1995
from $404.0 million in the second quarter of 1994. Sales volumes for the
second quarter of 1995 were 742,000 tons, compared with 722,000 tons in the
second quarter of 1994.
Operating income in the office products segment improved in the second quarter
of 1995 to $13.6 million, compared with $10.1 million in the prior-year
quarter. Total sales rose 44% to $305.7 million, compared with $212.3 million
in the second quarter of 1994. The increase was largely the result of
acquisitions and internal expansion. Gross margins declined modestly in the
second quarter of 1995, compared with those of the second quarter of 1994,
because of more competitive pricing, but improved over the first quarter of
1995. Same-location sales increased 31.2%, primarily because of increased
national accounts business and rising paper prices and volume.
Building products operating income declined from $43.9 million for the year-
ago second quarter to $22.8 million. Contributing to the decline in income
was a slowdown in home construction as a result of consumer caution concerning
the future direction of the U.S. economy. The slowdown in construction caused
wood products prices, especially for lumber, to drop. Relative to the year-
ago quarter, average prices for lumber declined 12%, while plywood prices
increased 10%. Unit sales volume for lumber decreased 14%, while plywood
sales volume decreased almost 7%. The segment's results continued to be
enhanced by a contribution from its growing engineered wood products business.
Sales for the building products segment declined 11% to $385.0 million in the
second quarter of 1995 from $432.6 million in the second quarter of 1994.
Building materials distribution sales were down 14%, while income was down
38%.
Interest expense was $35.1 million in the second quarter of 1995, compared
with $36.7 million in the same period last year. The Company's debt is
predominately fixed rate. Consequently, when there are changes in short-term
market interest rates, the Company experiences only modest changes in interest
expense.
Six Months Ended June 30, 1995, Compared With Six Months Ended June 30, 1994
The Company had net income of $163.0 million for the first six months of 1995,
compared with a net loss of $56.8 million for the first six months of 1994.
Primary earnings per common share for 1995 were $2.75, and fully diluted
earnings per common share were $2.49. For the first six months of 1994,
primary and fully diluted loss per common share was $2.21.
Sales for the first six months of 1995 were $2.5 billion, compared with
$1.9 billion for the same period in 1994.
Before considering the $19 million reserve for the write-down of certain
paper-related assets, operating income in the Company's paper and paper
products segment was $249.3 million for the first six months of 1995, compared
with a loss of $83.9 million for the same period in 1994. Average prices for
all of the Company's paper grades increased sharply during the first six
months of 1995, compared with a year ago.
Paper segment manufacturing costs for the first six months were up
considerably from those of the comparison period. The increase was due in
large part to higher fiber costs.
Paper segment sales of $1.3 billion for the six months ended June 30, 1995,
were up 56% from $804.0 million for the six months ended June 30, 1994. Sales
volumes for the first six months of 1995 were 1,481,000 tons, compared with
1,444,000 tons for the first six months of 1994.
Office products segment income for the first six months of 1995 was
$26.2 million, up 25% from the $21.0 million in the first six months of 1994.
Segment sales were up 51% to $609.0 million for the first six months of 1995,
compared with $403.3 million for the first six months of 1994. The
significant improvement was largely the result of acquisitions and internal
expansion. Same location sales increased 27.6%, primarily because of
increased national accounts business and higher paper prices and volume.
Margins decreased modestly as a result of several factors, including
competitive price pressures due in part to expanding existing business,
product mix changes, and significant growth in national accounts.
Operating income for the Company's Building Products segment dropped 41% from
$79 million in the first six months of 1994, to $46.3 million in the first six
months of 1995. The decrease was due to a slow down in home construction as a
result of consumer caution concerning the future direction of the U.S.
economy. Segment sales decreased 6% in the first six months of 1995 to
$778.5 million, compared with sales in the first six months of 1994 of
$827.4 million. Plywood and lumber sales volumes were down 3% and 5%,
compared with those of the same period last year. Building materials
distribution sales were down 14%, while income was down 46%.
Interest expense was $72.3 million for the first six months of 1995, compared
with $71.7 million for the first six months of 1994. The Company's debt is
predominately fixed rate. Consequently, when there are changes in short-term
market interest rates, the Company experiences only modest changes in interest
expense.
Total long- and short-term debt outstanding was $1.7 billion at June 30, 1995
compared with $2.0 billion at December 31, 1994.
Financial Condition
At June 30, 1995, the Company had working capital of $205.8 million. Working
capital was $272.3 million at June 30, 1994, and $260.4 million at
December 31, 1994. Cash provided by operations was $344.7 million for the
first six months of 1995, compared with $81.7 million for the same period in
1994.
The Company's revolving credit agreement requires the Company to maintain a
minimum amount of net worth and not to exceed a maximum ratio of debt to net
worth. The Company's net worth at June 30, 1995, exceeded the defined minimum
amount by $109.9 million. The payment of dividends by the Company is
dependent upon the existence of and the amount of net worth in excess of the
defined minimum under this agreement. The Company is also required to
maintain a defined minimum interest coverage in each successive four-quarter
period, which the Company met at June 30, 1995.
Capital expenditures, including purchases of facilities and related debt
assumption, for the first six months of 1995 and 1994 were $124.7 million and
$95.8 million. Capital expenditures for the year ended December 31, 1994,
were $271.9 million.
An expanded discussion and analysis of financial condition is presented on
pages 19 and 20 of the Company's 1994 Annual Report under the captions
"Financial Condition" and "Capital Investment."
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the registrant's annual report on Form 10-K for the year
ended December 31, 1994, for information concerning certain legal proceedings.
Item 2. Changes in Securities
The payment of dividends by the Company is dependent upon the existence of and
the amount of net worth in excess of the defined minimum under the Company's
revolving credit agreement. At June 30, 1995, under this agreement, the
Company's net worth exceeded the defined minimum amount by $109.9 million.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its annual shareholders meeting on April 21, 1995. A total
of 54,088,775 shares of common and preferred stock were outstanding and
entitled to vote at the meeting. Of the total outstanding, 47,969,257 shares
were represented at the meeting and 6,119,518 shares were not voted.
Shareholders cast votes for the election of the following directors, whose
terms expire in 1998:
In Favor Withheld
Anne L. Armstrong 47,177,190 792,067
Robert Coleman 47,156,873 812,384
A. William Reynolds 47,322,907 646,350
Robert H. Waterman, Jr. 47,072,188 897,069
Continuing in office are George J. Harad, James A. McClure, Jane E. Shaw, and
Edson W. Spencer, whose terms expire in 1997, and Robert K. Jaedicke, Paul J.
Phoenix, Frank A. Shrontz, and Ward W. Woods, Jr., whose terms expire in 1996.
The shareholders also ratified the appointment of Arthur Andersen LLP as the
Company's independent auditors for the year 1995 with votes cast 47,277,119
for, 445,278 against, and 246,860 abstained.
The shareholders approved the Director Stock Option Plan (DSOP) with votes
cast 37,773,715 for, 9,640,194 against, and 555,348 abstained. The annual
stock option grants under this plan, in addition to the directors' continuing
discretionary participation in the Director Stock Compensation Plan, will
provide the directors with compensation in a manner which is related to the
Company's stock price.
The shareholders approved the Key Executive Performance Plan with votes cast
42,668,341 for, 4,706,926 against, and 593,990 abstained. For over 30 years,
the Company has maintained variable incentive compensation programs for its
executive officers and other key executives and managers. Under these
programs, a significant percentage of executives' compensation is payable only
upon attainment of specified levels of performance by the Company. These
programs may also take into account the financial performance of the Company's
operating divisions as well as certain nonfinancial performance criteria.
Changes to the federal tax laws enacted by congress and signed into law in
1993 require the Company's shareholders to approve this type of plan in order
to ensure that the Company may continue to fully deduct compensation paid to
the five most highly compensated executive officers under the plan.
The shareholders did not approve the proposal for the board of directors to
consider to reorganize itself into one class, with votes cast 18,281,440 for,
23,418,582 against, and 870,193 abstained.
On April 21, 1995, John B. Fery retired from the Company's board of directors.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
A list of the exhibits required to be filed as part of this report
is set forth in the Index to Exhibits, which immediately precedes
such exhibits, and is incorporated herein by this reference.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended
June 30, 1995.
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
As Duly Authorized Officer and
Chief Accounting Officer: /s/Tom E. Carlile
Tom E. Carlile
Vice President and Controller
Date: August 11, 1995
BOISE CASCADE CORPORATION
INDEX TO EXHIBITS
Filed With the Quarterly Report on Form 10-Q
for the Quarter Ended June 30, 1995
Number Description Page Number
4(1) Form of First Amendment dated July 10, 1995,
to 1994 Revolving Loan Agreement
12 Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
(1) The 1994 Revolving Loan Agreement was filed as Exhibit 4.2 in the
Company's form 10-K for the year ended December 31, 1994, filed with the
Securities and Exchange Commission on March 14, 1995, and is incorporated
herein by this reference. The First Amendment is effective July 12,
1995.