Exhibit 99.1 Rock-Tenn Company Reports Second Quarter Fiscal Year 2004 Results: Record Quarterly Sales of $400 Million NORCROSS, Ga.--(BUSINESS WIRE)--April 27, 2004--Rock-Tenn Company (NYSE:RKT) today reported financial results for the second quarter of fiscal 2004, which ended March 31, 2004. Net sales for the second quarter of fiscal 2004 were $400.0 million, up 14.2% from $350.2 million in the prior year quarter. Net income was $2.9 million, or $0.08 per diluted share, for the second quarter ended March 31, 2004. Net income for the quarter was reduced by pre-tax restructuring costs of $6.0 million primarily related to the previously announced closure of a laminated paperboard products facility. Net income in the second quarter of fiscal 2003 was $7.3 million, or $0.21 per diluted share, which included pre-tax restructuring charges of $0.9 million. Chairman and Chief Executive Officer's Statement Rock-Tenn Company Chairman and Chief Executive Officer James A. Rubright stated, "Rock-Tenn achieved record sales of $400.0 million during the second quarter, primarily due to strong sales increases in our folding carton and merchandising display businesses. Folding carton sales increased 22% over the prior year quarter on strong demand and continued market penetration. Merchandising display sales increased 21% over the prior year quarter also on strong demand and sales to new customers as we expanded our presence in the North American display business. Our recycled paperboard mills made the most of their strong market positions and diverse range of high quality products, operating at 98% of capacity. Rock-Tenn's segment income was at the high end of the segment income that we used to establish our earnings guidance for the quarter due to higher than expected operating income in our Merchandising Displays and Corrugated Packaging segment. Operating income for the segment was $7.2 million, up 41% over the second quarter of fiscal 2003." Segment Results Packaging Products Segment Packaging Products segment sales increased 18.1% to $231.8 million in the second quarter of fiscal 2004 from $196.3 million in the second quarter of fiscal 2003. Packaging Products segment operating income increased to $9.9 million in the second quarter of fiscal 2004 from $9.7 million in the prior year quarter. Folding carton division sales were $199.8 million in the second quarter of fiscal 2004, a 22.2% increase over the prior year quarter. The $36.4 million sales increase was primarily due to an increase in volume over the prior year quarter. Sales of Pacific Coast Packaging, which Rock-Tenn Company acquired in August 2003, contributed $5.7 million to the increase from the prior year quarter. Merchandising Displays and Corrugated Packaging Segment Merchandising Displays and Corrugated Packaging segment sales were $75.7 million in the second quarter of fiscal 2004 compared to $64.2 million in the second quarter of fiscal 2003. Operating income for the segment was $7.2 million in the second quarter of fiscal 2004 compared to $5.1 million in the prior year quarter. Paperboard Segment Paperboard segment sales increased 5.4% to $137.8 million in the second quarter of fiscal 2004 compared to $130.7 million in the same quarter of fiscal 2003. The sales increase was primarily due to an 8,300 ton increase in tons shipped compared to the prior year quarter and an $18 per ton increase in average selling price. Recycled fiber division sales also increased, while the laminated paperboard products division's sales were lower due to decreased demand. Operating income in the segment declined to $2.6 million in the second quarter of fiscal 2004 from $6.4 million in the prior year quarter due primarily to higher fiber and energy costs, which combined were $29 per ton higher than the prior year quarter. Selling, General & Administrative Expenses During the second quarter of fiscal 2004, selling, general and administrative (SG&A) expenses were up slightly over the prior year quarter as a percentage of sales, 12.8% compared to 12.3%, in part due to a $3.7 million increase in bad debt expense. The Company lowered its allowance for doubtful accounts in the second quarter of fiscal 2003 and recorded additional expense during the second quarter of fiscal 2004. The Company performs ongoing evaluations of its customers' credit information, such as financial condition and payment history, and adjusts its allowance for doubtful accounts as conditions warrant. Restructuring and Other Costs Restructuring costs for the quarter included a $7.7 million pre-tax charge associated with the previously announced closure of the Wright City laminated paperboard products facility, including the impairment of $0.2 million of the $5.0 million goodwill allocated to the laminated paperboard products division. The Wright City charge included $7.2 million of non-cash charges primarily for facility and equipment impairments. During the first six months of fiscal 2004, the Wright City facility incurred a pre-tax loss of $1.6 million. The costs related to the Wright City closure were partially offset by a $1.8 million gain from the sale of a previously closed facility site. Financing Rock-Tenn Company's debt balance was $489.3 million, excluding $25.1 million attributable to interest rate swaps, at the end of the second quarter of fiscal 2004 compared to $502.0 million, excluding the $23.9 million attributable to interest rate swaps, on September 30, 2003. The Company's cash on hand was $73.2 million at the end of the second quarter of fiscal 2004 compared to $14.2 million on September 30, 2003. Conference Call The Company will host a conference call to discuss results for the second quarter of fiscal 2004 and other topics that may be raised during the discussion at 11:00 a.m., Eastern Time, on Tuesday, April 27, 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 marketing and packaging solutions to consumer products companies at 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 FOR THE SIX MONTHS ENDED MONTHS ENDED March 31, March 31, March 31, March 31, 2004 2003 2004 2003 - ---------------------------------------------------------------------- NET SALES $400,000 $ 350,234 $ 766,110 $680,083 Cost of Goods Sold 331,594 287,071 635,938 554,992 - ---------------------------------------------------------------------- Gross Profit 68,406 63,163 130,172 125,091 Selling, General and Administrative Expenses 51,094 42,991 99,083 90,012 Restructuring and Other Costs 6,043 935 6,175 416 - ---------------------------------------------------------------------- Operating Profit 11,269 19,237 24,914 34,663 Interest Expense (5,871) (6,566) (11,782) (13,029) Interest and Other Income 132 56 212 108 Loss from Unconsolidated Joint Venture (83) (284) (133) (284) Minority Interest in Income of Consolidated Subsidiary (590) (784) (1,476) (1,522) - ---------------------------------------------------------------------- INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 4,857 11,659 11,735 19,936 Provision For Income Taxes 1,848 4,528 4,560 7,860 - ---------------------------------------------------------------------- INCOME FROM CONTINUING OPERATIONS 3,009 7,131 7,175 12,076 Income (Loss) from Discontinued Operations (99) 199 7,614 324 NET INCOME $2,910 $7,330 $14,789 $12,400 - ---------------------------------------------------------------------- Weighted Average Common Shares Outstanding-Diluted 35,312 34,515 35,305 34,513 - ---------------------------------------------------------------------- Diluted Earnings Per Share: Income from Continuing Operations $0.09 $0. 21 $0.20 $0. 35 Income (Loss) from Discontinued Operations (0.01) 0. 00 0.22 0.01 ------- ------- ------- ------- Diluted Earnings Per Share $0.08 $0. 21 $0.42 $0.36 - ---------------------------------------------------------------------- ROCK-TENN COMPANY INDUSTRY SEGMENT INFORMATION (UNAUDITED) (IN THOUSANDS, EXCEPT TONNAGE DATA) FOR THE THREE FOR THE SIX MONTHS ENDED MONTHS ENDED March 31, March 31, March 31, March 31, 2004 2003 2004 2003 - ---------------------------------------------------------------------- NET SALES: Packaging Products Segment $231,772 $196,277 $440,647 $369,954 Merchandising Displays and Corrugated Packaging Segment 75,725 64,214 147,995 137,924 Paperboard Segment 137,843 130,742 267,372 253,878 Intersegment Eliminations (45,340) (40,999) (89,904) (81,673) - ---------------------------------------------------------------------- TOTAL $400,000 $350,234 $766,110 $680,083 - ---------------------------------------------------------------------- INCOME FROM CONTINUING OPERATIONS BEFORE TAXES: Packaging Products Segment $ 9,894 $ 9,742 $ 16,625 $ 14,396 Merchandising Displays and Corrugated Packaging Segment 7,161 5,073 12,859 11,980 Paperboard Segment 2,582 6,351 5,398 11,412 - ---------------------------------------------------------------------- Segment Income $ 19,637 $ 21,166 $ 34,882 $ 37,788 Restructuring and Other Costs (6,043) (935) (6,175) (416) Non-Allocated Expense (2,408) (1,278) (3,926) (2,993) Interest Expense (5,871) (6,566) (11,782) (13,029) Interest and Other Income 132 56 212 108 Minority Interest in Income of Consolidated Subsidiary (590) (784) (1,476) (1,522) - ---------------------------------------------------------------------- TOTAL $ 4,857 $ 11,659 $ 11,735 $ 19,936 - ---------------------------------------------------------------------- Paperboard Shipped (in tons) 291,685 283,364 566,275 541,497 - ---------------------------------------------------------------------- ROCK-TENN COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) - ---------------------------------------------------------------------- FOR THE THREE FOR THE SIX MONTHS ENDED MONTHS ENDED March 31, March 31, March 31, March 31, 2004 2003 2004 2003 - ---------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income from continuing operations $ 3,009 $ 7,131 $ 7,175 $ 12,076 Items in income not affecting cash: Depreciation and amortization 18,557 17,502 37,159 35,455 Deferred income taxes (1,034) (1,830) (4,388) 652 Deferred compensation expense 281 171 562 342 Income tax benefit of employee stock options --- --- 188 --- Gain on disposal of property, plant and equipment (1,729) (67) (2,170) (741) (Gain) loss on currency translation (275) 120 (241) 15 Equity in loss from joint venture 83 284 133 284 Minority interest in income of consolidated subsidiary 590 784 1,476 1,522 Impairment loss and other non- cash items 6,945 410 6,945 881 Pension funding less than expense 4,281 2,723 8,697 5,867 Net changes in operating assets and liabilities (97) (3,000) (20,862) (7,659) - ---------------------------------------------------------------------- CASH PROVIDED BY OPERATING ACTIVITIES FROM CONTINUING OPERATIONS 30,611 24,228 34,674 48,694 Cash provided by (used for) operating activities from discontinued operations (80) 1,044 451 2,914 ------- ------- ------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES 30,531 25,272 35,125 51,608 - ---------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (14,916) (15,002) (30,344) (31,395) Cash paid for purchase of businesses, net of cash received (34) (65,220) (1,094) (65,220) Cash contributed to joint venture (3) (155) (103) (237) Proceeds from sale of property, plant and equipment 4,485 567 5,178 6,693 Decrease in unexpected industrial revenue bond proceeds --- 827 --- 827 - ---------------------------------------------------------------------- CASH USED FOR INVESTING ACTIVITIES FROM CONTINUING OPERATIONS (10,468) (78,983) (26,363) (89,332) Cash provided by (used for) investing activities from discontinued operations (22) (263) 61,921 (591) ------- ------- ------- ------- NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES (10,490) (79,246) 35,558 (89,923) - ---------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of public notes --- 99,748 --- 99,748 Net additions (repayments) to revolving credit facilities --- 3,300 (3,500) 1,600 Additions to long-term debt 27 23,871 54 23,878 Repayments of long-term debt (139) (72,842) (9,246) (82,976) Proceeds from monetizing swap contracts 4,169 2,482 4,169 2,482 Debt issuance costs --- (990) --- (990) Issuance of common stock 1,374 966 2,785 1,981 Purchases of common stock --- --- --- (1,313) Cash dividends paid to shareholders (2,991) (2,753) (5,969) (5,508) Distribution to minority interest (350) (160) (350) (1,260) - ---------------------------------------------------------------------- CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 2,090 53,622 (12,057) 37,642 - ---------------------------------------------------------------------- Effect of exchange rate changes on cash 210 (932) 417 (368) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 22,341 (1,284) 59,043 (1,041) Cash and cash equivalents: Beginning of period 50,875 6,803 14,173 6,560 - ---------------------------------------------------------------------- End of period $ 73,216 $ 5,519 $ 73,216 $ 5,519 - ---------------------------------------------------------------------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Income taxes (net of refunds) $ 8,213 $ 3,327 $ 10,554 $ 7,190 Interest (net of amounts capitalized) $ 16,955 $ 12,203 $ 17,275 $ 12,293 - ---------------------------------------------------------------------- ROCK-TENN COMPANY CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (IN THOUSANDS) - ---------------------------------------------------------------------- MARCH 31, DECEMBER 31, SEPTEMBER 30, 2004 2003 2003 - ---------------------------------------------------------------------- ASSETS: Cash and cash equivalents $ 73,216 $ 50,875 $ 14,173 Receivables - net 168,539 153,991 163,096 Inventories - at LIFO cost 120,568 120,560 118,414 Other current assets 13,163 17,221 17,717 Current assets held for sale --- --- 52,703 - ---------------------------------------------------------------------- TOTAL CURRENT ASSETS 375,486 342,647 366,103 - ---------------------------------------------------------------------- Building and equipment - net 567,800 580,575 579,514 Intangible and other assets 346,373 346,443 345,778 - ---------------------------------------------------------------------- TOTAL ASSETS $1,289,659 $1,269,665 $1,291,395 - ---------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY: Current maturities of long-term debt $ 414 $ 429 $ 12,927 Other current liabilities 161,191 148,896 167,069 Current liabilities held for sale --- --- 7,487 - ---------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 161,605 149,325 187,483 - ---------------------------------------------------------------------- Long-term maturities of debt 488,907 489,022 489,037 Realized interest rate swap gains 23,979 20,707 24,024 Marked to market value of interest rate swaps 1,094 (2,633) (94) ------- ------- -------- Total long-term debt 513,980 507,096 512,967 Deferred income taxes 89,413 90,447 93,801 Other long-term items 86,050 83,629 75,108 Shareholders' equity 438,611 439,168 422,036 - ---------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,289,659 $1,269,665 $1,291,395 - ---------------------------------------------------------------------- Total debt excluding interest rate swaps $ 489,321 $ 489,451 $ 501,964 - ---------------------------------------------------------------------- Rock-Tenn Company Quarterly Statistics Paperboard Group Operating Statistics 1st 2nd 3rd 4th Fiscal Quarter Quarter Quarter Quarter Year --------------------------------------------- Average Price Per Ton - --------------------- Coated & Specialty Paperboard (a) 2002 $ 424 $ 410 $ 410 $ 425 $417 2003 434 418 437 438 432 2004 440 439 Corrugated Medium 2002 342 337 331 346 339 2003 343 335 340 333 338 2004 331 341 All Tons 2002 410 398 397 413 405 2003 419 406 423 421 417 2004 422 424 Average Recovered Paper Cost 2002 67 65 78 108 80 2003 82 78 88 86 83 2004 86 94 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 130,383 138,830 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 100,327 109,913 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 42,942 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 274,590 291,685 (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 208,875 231,772 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 9,894 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% 4.3% 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 75,725 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 7,161 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% 9.5% Paperboard Segment Sales $125,078 $123,740 $129,094 $138,261 $516,173 2002 123,136 130,742 130,307 131,889 516,074 2003 129,529 137,843 2004 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 2,582 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% 1.9% 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 3,009 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 0.09 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 2,910 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 0.08 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 2,910 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 0.08 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 18,557 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 14,916 CONTACT: Rock-Tenn Company, Norcross Steven C. Voorhees or David Rees, 770-448-2193