Exhibit 99.1 Rock-Tenn Company Reports First Quarter Fiscal Year 2004 Results Continued Folding Carton Growth Business Editors NORCROSS, Ga.--(BUSINESS WIRE)--January 21, 2004--Rock-Tenn Company (NYSE:RKT) today reported financial results for the first quarter of fiscal 2004, which ended December 31, 2003. Net sales for the first quarter of fiscal 2004 were $366.1 million up 11.0% from $329.8 million in the prior year quarter. Net income was $11.9 million, or $0.34 per diluted share, for the first quarter ended December 31, 2003, compared to $5.1 million, or $0.15 per diluted share, in the comparable quarter of the prior fiscal year. Rock-Tenn Company's net income in the first quarter of fiscal 2004 included income of $7.7 million, or $0.22 per diluted share, from discontinued operations, relating primarily to the completion of the sale of the Plastic Packaging division in October 2003. Chairman and Chief Executive Officer's Statement Rock-Tenn Company Chairman and Chief Executive Officer James A. Rubright stated, "This quarter was marked by strong sales growth -- 11% higher than the first quarter of fiscal 2003. We continue to increase our penetration in key folding carton market segments where our strategy of aggressively investing in technology and modern printing and cutting capacity to reduce our cost structure continues to gain traction. We also gained share in our paperboard mills where tons produced were up 6% over the first quarter of fiscal 2003 primarily from higher sales of coated recycled board for folding cartons. Earnings from continuing operations for the quarter were down somewhat from the prior year quarter due primarily to higher energy costs, as natural gas costs averaged $10 per ton higher than in the first quarter of fiscal 2003, and due to a $1.1 million receivables and inventory write-off occasioned by a customer bankruptcy that occurred after the quarter ended. "For the second quarter of fiscal 2004, we expect a small increase in sales over the first quarter due to seasonal factors and earnings in the range of $0.15 to $0.20 per share. While these earnings are somewhat higher than the first quarter due to expected better asset utilization and operating performance, they are somewhat lower than the second quarter of fiscal 2003 as we will continue to be adversely affected by the current high natural gas prices." Segment Results Packaging Products Segment Packaging Products segment sales increased 20.3% in the first quarter of fiscal 2004 to $208.9 million from $173.7 million in the first quarter of fiscal 2003. Packaging Products segment operating income increased to $6.7 million in the first quarter of fiscal 2004 compared to $4.7 million in the prior year quarter. Folding carton division sales were $177.1 million in the first quarter of fiscal 2004, a $35.3 million increase over the prior year quarter. The sales increase was partially due to the Company's acquisitions of Cartem Wilco and Pacific Coast Packaging and strong internal growth, which contributed 10.3% of the 24.8% increase. The folding carton division's operating income increased $1.6 million from the prior year quarter. Interior packaging sales were relatively flat compared to the year ago quarter, while operating income increased over the first quarter of fiscal 2003 in part due to reduced selling, general and administrative (SG&A) expenses. Merchandising Displays and Corrugated Packaging Segment In the first quarter of fiscal 2004, Merchandising Displays and Corrugated Packaging segment sales were $72.3 million compared to $73.7 million in the first quarter of fiscal 2003. Operating income for the segment was $5.7 million in the first quarter of fiscal 2004 versus $6.9 million in the prior year quarter. The decrease in sales and operating income compared to the prior year quarter was primarily due to changes in customer and product mix, resulting in somewhat lower margins. Paperboard Segment Paperboard segment sales increased 5.2% to $129.5 million in the first quarter of fiscal 2004 versus $123.1 million in the same quarter of fiscal 2003. The sales increase was primarily due to a 6.4% increase in tons shipped compared to the prior year quarter and a $3 per ton increase in average selling price, which was offset in part by lower sales of recycled fiber and laminated paperboard products. Total tons shipped in the quarter for the Paperboard segment were 274,590 tons compared to 258,133 tons shipped in the same quarter last year. The Company's recycled paperboard mills operated at 92% of capacity during the first quarter of fiscal 2004. Operating income in the segment declined $2.2 million from the prior year quarter to $2.8 million in the first quarter of fiscal 2004. Higher fiber and energy costs, adjusted for the increased average selling price, negatively impacted the paperboard segment by $3.0 million compared to the prior year quarter. Selling, General & Administrative Expenses During the first quarter of fiscal 2004, SG&A expenses were $48.0 million, or 13.1% of net sales, compared to $47.0 million, or 14.3% of net sales, in the same quarter of last year. SG&A expense as a percentage of net sales decreased versus the previous year quarter due to continued focus on cost reductions and productivity improvements. Financing Rock-Tenn Company's debt balance, excluding the fair value hedge adjustment of $18.1 million, at the end of the first quarter of fiscal 2004 was $489.5 million compared to $502.0 million, excluding the fair value hedge adjustment of $23.9 million, on September 30, 2003. The Company's cash on hand was $50.9 million at the end of the first quarter of fiscal 2004 compared to $14.2 million on September 30, 2003. Cautionary Statements Statements herein regarding the expected impact of energy and raw material costs, expectations regarding seasonal factors, expected earnings of the Company and expected performance of the Company's businesses, including expectations regarding factors such as sales, asset utilization, and operating performance, constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such statements are based on our current expectations and beliefs and are subject to certain risks and uncertainties that could cause actual results to differ materially from those contained in any forward looking statement. With respect to these statements, the Company has made assumptions regarding expected economic conditions, expected volumes and price levels of purchases by customers, raw material and energy costs, labor costs, the amount and timing of expected capital expenditures, including installation costs, project development and implementation costs, severance and other shutdown costs, restructuring costs, expected credit availability, expected inventory levels and costs, competitive conditions in our businesses, and possible adverse actions of our customers, our competitors and suppliers. The forward-looking statements are subject to certain risks including, among others, that the foregoing assumptions are inaccurate. There are many factors that impact these forward-looking statements that cannot be predicted accurately. Actual results may vary materially from current expectations, in part because the Company manufactures most of its products against customer orders with short lead times and small backlogs, while earnings are currently dependent on volume due to price levels and fixed operating costs. Further, these forward-looking statements are subject to a number of general risks including, among others, decreases in demand for the Company's products, increases in energy and raw material costs, reduced supply of raw materials, increases in capital equipment costs, fluctuations in selling prices, increased competition, and adverse changes in general market and industry conditions. Such risks are more particularly described in the Company's filings with the Securities and Exchange Commission, including under the caption "Business -- Forward-Looking Information and Risk Factors" in the Company's Annual Report on Form 10-K for the most recently ended fiscal year. Management believes its estimates are reasonable; however, undue reliance should not be placed on such estimates, which are based on current expectations. The information contained herein speaks as of the date hereof and the Company does not undertake any obligation to update such information, including, without limitation, expected earnings of the Company, as future events unfold. Conference Call The Company will host a conference call to discuss its first quarter of fiscal 2004 and other topics that may be raised during the discussion at 2:00 p.m., Eastern Time, on Wednesday, January 21, 2004. The conference call will be webcast and can be accessed, along with a copy of this press release and any other statistical information related to the conference call, at www.rocktenn.com. Rock-Tenn Company provides superior marketing and packaging solutions to consumer products companies at very low costs, with annual net sales of over $1.4 billion and over 70 operating locations in the United States, Canada, Mexico and Chile. ROCK-TENN COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) ====================================================================== FOR THE THREE MONTHS ENDED December 31, December 31, 2003 2002 - ---------------------------------------------------------------------- NET SALES $ 366,110 $ 329,849 Cost of Goods Sold 304,344 267,921 - ---------------------------------------------------------------------- Gross Profit 61,766 61,928 Selling, General and Administrative Expenses 47,989 47,021 Restructuring and Other Costs 132 (519) - ---------------------------------------------------------------------- Operating Profit 13,645 15,426 Interest Expense (5,911) (6,463) Interest and Other Income 80 52 Loss from Unconsolidated Joint Venture (50) --- Minority Interest in Income of Consolidated Subsidiary (886) (738) - ---------------------------------------------------------------------- INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 6,878 8,277 Provision For Income Taxes 2,712 3,332 - ---------------------------------------------------------------------- INCOME FROM CONTINUING OPERATIONS 4,166 4,945 Income from Discontinued Operations 7,713 125 NET INCOME $ 11,879 $ 5,070 - ---------------------------------------------------------------------- Weighted Average Common Shares Outstanding-Diluted 35,281 34,502 - ---------------------------------------------------------------------- Diluted Earnings Per Share: Income from Continuing Operations $ 0.12 $ 0.14 Income from Discontinued Operations 0.22 0.01 ---------- ---------- Diluted Earnings Per Share $ 0.34 $ 0.15 ====================================================================== ROCK-TENN COMPANY INDUSTRY SEGMENT INFORMATION (UNAUDITED) (IN THOUSANDS, EXCEPT TONNAGE DATA) ====================================================================== FOR THE THREE MONTHS ENDED December 31, December 31, 2003 2002 - ---------------------------------------------------------------------- NET SALES: Packaging Products Segment $ 208,875 $ 173,677 Merchandising Displays and Corrugated Packaging Segment 72,270 73,710 Paperboard Segment 129,529 123,136 Intersegment Eliminations (44,564) (40,674) - ---------------------------------------------------------------------- TOTAL $ 366,110 $ 329,849 - ---------------------------------------------------------------------- INCOME FROM CONTINUING OPERATIONS BEFORE TAXES: Packaging Products Segment $ 6,731 $ 4,654 Merchandising Displays and Corrugated Packaging Segment 5,698 6,907 Paperboard Segment 2,816 5,061 - ---------------------------------------------------------------------- Segment Income $ 15,245 $ 16,622 Restructuring and Other Costs (132) 519 Non-Allocated Expense (1,518) (1,715) Interest Expense (5,911) (6,463) Interest and Other Income 80 52 Minority Interest in Income of Consolidated Subsidiary (886) (738) - ---------------------------------------------------------------------- TOTAL $ 6,878 $ 8,277 ====================================================================== Paperboard Shipped (in tons) 274,590 258,133 ====================================================================== ROCK-TENN COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) ====================================================================== FOR THE THREE MONTHS ENDED December 31, December 31, 2003 2002 - ---------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income from continuing operations $ 4,166 $ 4,945 Items in income not affecting cash: Depreciation and amortization 18,602 17,953 Deferred income taxes (3,354) 2,482 Deferred compensation expense 281 171 Income tax benefit of employee stock options 188 --- Gain on disposal of property, plant and equipment (441) (674) Equity in loss from joint venture 50 --- Minority interest in income of consolidated subsidiary 886 738 Impairment loss and other non-cash items 34 366 Pension funding less than expense 4,416 3,144 Net changes in operating assets and liabilities (20,765) (4,659) - ---------------------------------------------------------------------- CASH PROVIDED BY OPERATING ACTIVITIES FROM CONTINUING OPERATIONS 4,063 24,466 Cash provided by operating activities from discontinued operations 531 1,870 -------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES 4,594 26,336 - ---------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (15,428) (16,393) Cash paid for purchase of businesses, net of cash received (1,060) --- Cash contributed to joint venture (100) (82) Proceeds from sale of property, plant and equipment 693 6,126 - ---------------------------------------------------------------------- CASH USED FOR INVESTING ACTIVITIES FROM CONTINUING OPERATIONS (15,895) (10,349) Cash provided by (used for) investing activities from discontinued operations 61,943 (328) -------- -------- NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 46,048 (10,677) - ---------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net repayments to revolving credit facilities (3,500) (1,700) Additions to long-term debt 27 7 Repayments of long-term debt (9,107) (10,134) Issuance of common stock 1,411 1,015 Purchases of common stock --- (1,313) Cash dividends paid to shareholders (2,978) (2,755) Distribution to minority interest --- (1,100) - ---------------------------------------------------------------------- CASH USED FOR FINANCING ACTIVITIES (14,147) (15,980) - ---------------------------------------------------------------------- Effect of exchange rate changes on cash 207 565 INCREASE IN CASH AND CASH EQUIVALENTS 36,702 244 Cash and cash equivalents: Beginning of period 14,173 6,560 - ---------------------------------------------------------------------- End of period $ 50,875 $ 6,804 - ---------------------------------------------------------------------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Income taxes (net of refunds) $ 2,341 $ 3,863 Interest (net of amounts capitalized) $ 320 $ 90 ====================================================================== ROCK-TENN COMPANY CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (IN THOUSANDS) ====================================================================== DECEMBER 31, SEPTEMBER 30, DECEMBER 31, 2003 2003 2002 - ---------------------------------------------------------------------- ASSETS: Cash and cash equivalents $50,875 $14,173 $ 6,804 Receivables - net 153,991 163,096 131,930 Inventories - at LIFO cost 120,560 118,414 104,023 Other current assets 17,221 17,717 18,396 Current assets held for sale --- 52,703 46,005 - ---------------------------------------------------------------------- TOTAL CURRENT ASSETS 342,647 366,103 307,158 - ---------------------------------------------------------------------- Building and equipment-net 580,575 579,514 531,654 Intangible and other assets 346,443 345,778 310,956 - ---------------------------------------------------------------------- TOTAL ASSETS $1,269,665 $1,291,395 $1,149,768 ====================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY: Current maturities of long-term debt $ 429 $12,927 $51,156 Other current liabilities 148,896 167,069 138,016 Current liabilities held for sale --- 7,487 3,368 - ---------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 149,325 187,483 192,540 - ---------------------------------------------------------------------- Long-term maturities of debt 489,022 489,037 390,256 Adjustment for fair value hedge 18,074 23,930 20,010 ------- ------- ------- Total long-term debt 507,096 512,967 410,266 Deferred income taxes 90,447 93,801 86,827 Other long-term items 83,629 75,108 52,092 Shareholders' equity 439,168 422,036 408,043 - ---------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,269,665 $1,291,395 $1,149,768 ====================================================================== Total debt excluding adjustment for fair value hedge $489,451 $501,964 $441,412 Rock-Tenn Company Quarterly Statistics Paperboard Group Operating Statistics 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Fiscal Year -------- -------- ------- ------- ----------- Average Price Per Ton - --------------------- Coated & Specialty Paperboard (a) 2002 $ 424 $ 410 $ 410 $ 425 $417 2003 434 418 437 438 432 2004 440 Corrugated Medium 2002 $ 342 $ 337 $ 331 $ 346 $339 2003 343 335 340 333 338 2004 331 All Tons 2002 $ 410 $ 398 $ 397 $ 413 $405 2003 419 406 423 421 417 2004 422 Average Recovered Paper Cost 2002 $ 67 $ 65 $ 78 $ 108 $ 80 2003 82 78 88 86 83 2004 86 Tons Shipped - ------------ Coated 2002 125,382 117,813 117,724 126,625 487,544 2003 117,566 128,606 126,292 125,363 497,827 2004 130,383 Specialty (a) 2002 98,538 112,408 117,652 114,367 442,965 2003 99,752 113,299 113,001 109,243 435,295 2004 100,327 Corrugated Medium 2002 43,556 42,541 43,960 44,797 174,854 2003 40,815 41,459 40,413 45,023 167,710 2004 43,880 Total 2002 267,476 272,762 279,336 285,789 1,105,363 2003 258,133 283,364 279,706 279,629 1,100,832 2004 274,590 (a) Specialty Paperboard Average Price Per Ton and Tons Shipped include tons shipped by Seven Hills Paperboard LLC, our joint venture with LaFarge Corporation. Rock-Tenn Company Quarterly Statistics Segment Sales and Operating Income (In Thousands) 1st 2nd 3rd 4th Fiscal Quarter Quarter Quarter Quarter Year -------- -------- -------- ------- -------- Packaging Segment Sales 2002 $177,684 $177,606 $182,841 $184,554 $722,685 2003 173,677 196,277 210,180 221,268 801,402 2004 208,875 Packaging Income 2002 $ 9,995 $ 11,904 $ 13,695 $ 10,553 $ 46,147 2003 4,654 9,742 10,503 12,659 37,558 2004 6,731 Return On Sales 2002 5.6% 6.7% 7.5% 5.7% 6.4% 2003 2.7% 5.0% 5.0% 5.7% 4.7% 2004 3.2% Merchandising Displays and Corrugated Packaging Segment Sales 2002 $ 72,271 $ 69,965 $ 67,856 $ 79,459 $289,551 2003 73,710 64,214 70,350 76,832 285,106 2004 72,270 Merchandising Displays and Corrugated Packaging Income 2002 $ 11,389 $ 7,849 $ 4,569 $ 9,006 $ 32,813 2003 6,907 5,073 6,672 9,093 27,745 2004 5,698 Return on Sales 2002 15.8% 11.2% 6.7% 11.3% 11.3% 2003 9.4% 7.9% 9.5% 11.8% 9.7% 2004 7.9% Paperboard Segment Sales 2002 $125,078 $123,740 $129,094 $138,261 $516,173 2003 123,136 130,742 130,307 131,889 516,074 2004 129,529 Paperboard Income 2002 $ 6,287 $ 6,348 $ 9,033 $ 2,426 $ 24,094 2003 5,061 6,351 5,626 3,700 20,738 2004 2,816 Return on Sales 2002 5.0% 5.1% 7.0% 1.8% 4.7% 2003 4.1% 4.9% 4.3% 2.8% 4.0% 2004 2.2% Rock-Tenn Company Quarterly Statistics Key Financial Statistics (In Thousands except EPS Data) 1st 2nd 3rd 4th Fiscal Quarter Quarter Quarter Quarter Year ------- ------- ------- ------- ------- Income From Continuing Operations Before Cumulative Effect of a Change in Accounting Principle 2002 $11,259 $11,026 $4,922 $2,646 $29,853 2003 4,945 7,131 7,853 9,612 29,541 2004 4,166 Diluted EPS From Continuing Operations Before Cumulative Effect of a Change in Accounting Principle 2002 $0.33 $0.32 $0.14 $0.08 $0.87 2003 0.14 0.21 0.23 0.27 0.85 2004 0.12 Income Before Cumulative Effect of a Change in Accounting Principle 2002 $12,199 $11,584 $5,471 $3,216 $32,470 2003 5,070 7,330 7,212 9,964 29,576 2004 11,879 Diluted EPS Before Cumulative Effect of a Change in Accounting Principle 2002 $0.36 $0.34 $0.16 $0.09 $0.94 2003 0.15 0.21 0.21 0.28 0.85 2004 0.34 Net Income 2002 $6,355 $11,584 $5,471 $3,216 $26,626 2003 5,070 7,330 7,212 9,964 29,576 2004 11,879 Diluted EPS 2002 $0.19 0.34 $0.16 $0.09 $0.77 2003 0.15 0.21 0.21 0.28 0.85 2004 0.34 Depreciation & Amortization 2002 $16,749 $17,217 $16,945 $17,180 $68,091 2003 17,953 17,502 17,791 19,437 72,683 2004 18,602 Capital Expenditures 2002 $9,038 $16,656 $23,887 $23,120 $72,701 2003 16,393 15,002 12,114 13,893 57,402 2004 15,428 CONTACT: Rock-Tenn Company Steven C. Voorhees, 770-448-2193 (Executive Vice President & Chief Financial Officer) David Rees, 770-448-2193 (Investor Relations)