EXHIBIT 99.1 Rock-Tenn Company Reports Second Quarter Fiscal 2005 Results NORCROSS, Ga.--(BUSINESS WIRE)--April 28, 2005--Rock-Tenn Company (NYSE:RKT) today reported financial results for the quarter ended March 31, 2005, its second quarter of fiscal 2005. Net sales for the second quarter of fiscal 2005 were $394.3 million. The Company reported net income of $0.2 million, or $0.01 per diluted share, for the quarter, which included pre-tax restructuring and other costs of $2.7 million. Net sales in the second quarter of fiscal 2004 were $400.0 million. Income from continuing operations in the prior year quarter was $3.0 million, or $0.09 per diluted share. Net income for the second quarter of fiscal 2004 was $2.9 million, or $0.08 per diluted share, reflecting a loss of $0.01 per diluted share from discontinued operations. Net income for the quarter also reflected pretax restructuring and other costs of $5.6 million. Segment Results Packaging Products Segment Packaging Products segment sales were $218.8 million in the second quarter of fiscal 2005 compared to $231.8 million in the second quarter of fiscal 2004. Packaging Products segment operating income was $5.7 million and $10.2 million in the second quarters of fiscal 2005 and 2004, respectively. Folding carton sales were $183.6 million in the second quarter of fiscal 2005, down 8.1% from the prior year quarter. Interior packaging sales increased 10.2% over the prior year quarter due to a combination of higher prices and increased volume. Operating income was adversely affected by lower folding carton volume and increased board costs. Merchandising Displays and Corrugated Packaging Segment Merchandising Displays and Corrugated Packaging segment sales were $86.1 million in the second quarter of fiscal 2005 compared to $77.4 million in the second quarter of fiscal 2004. The sales increase was primarily due to a 41.5% increase in sales of corrugated packaging, which was primarily driven by sales from the Athens, Alabama corrugator, which Rock-Tenn acquired in August 2004, and higher average selling prices. Operating income for the segment was $4.8 million in the second quarter of fiscal 2005 compared to $7.5 million in the prior year quarter. Operating income for the segment was primarily affected by changes in customer and product mix for merchandising displays. Paperboard Segment Paperboard segment sales were $131.8 million in the second quarter of fiscal 2005 compared to $136.1 million in the second quarter of fiscal 2004. Operating income in the segment increased to $3.7 million in the second quarter of fiscal 2005 compared to $2.4 million in the prior year quarter. Paperboard tons shipped in the second quarter of fiscal 2005 were 254,934 tons compared to 291,685 tons in the year ago quarter. The Company's mills operated at 95% of capacity during the quarter. The decline in tons shipped was due primarily to the closure in July 2004, of the Otsego, Michigan mill and lower demand for clay coated recycled paperboard compared to last year. The improvement in operating income from the prior year quarter was a result of higher paperboard selling prices and the closure of the Otsego mill, the Wright City converting plant and the laminated product lines at the Aurora facility. Chairman and Chief Executive Officer's Statement Rock-Tenn Company Chairman and Chief Executive Officer James A. Rubright stated, "This quarter's results reflect the impact of higher costs of recycled fiber, purchased paperboard, natural gas, chemicals and freight. We had anticipated a decline in folding carton volume due to the closing of our St. Paul facility in January. However, demand for both folding cartons and clay coated recycled paperboard was much weaker than we anticipated. These cost pressures and weak demand more than offset improvements in operations and our intense cost reduction efforts." Selling, General & Administrative Expenses Selling, general and administrative (SG&A) expenses were 12.3% of net sales in the second quarter of fiscal 2005, compared to 12.8% of net sales in the prior year quarter. Financing During the quarter Rock-Tenn Company purchased $3.5 million of its 2005 Notes at an average price of 101.75% of par value, or $0.06 million over par value, excluding the favorable impact of unamortized realized interest rate swap gains. The average price including the favorable impact of unamortized realized interest rate swap gains was 101.05% of par value, or $0.04 million over par value. Cash Provided By Operating Activities Net cash provided by operating activities in the second quarter of fiscal 2005 was $14.2 million compared to cash provided by operating activities from continuing operations of $21.6 million in the prior year quarter. Conference Call The Company will host a conference call to discuss its results of operations for the second quarter of fiscal 2005 and other topics that may be raised during the discussion at 11:00 a.m., Eastern Time, on Thursday, April 28, 2005. 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. About Rock-Tenn Company Rock-Tenn Company provides marketing and packaging solutions to consumer products companies at low costs, with annual net sales of $1.6 billion and over 80 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, 2005 2004 2005 2004 - ---------------------------------------------------------------------- NET SALES $394,338 $400,000 $780,155 $766,110 Cost of Goods Sold 335,159 331,791 665,152 636,050 - ---------------------------------------------------------------------- Gross Profit 59,179 68,209 115,003 130,060 Selling, General and Administrative Expenses 48,509 51,296 94,967 99,397 Restructuring and Other Costs 2,724 5,643 3,200 5,748 - ---------------------------------------------------------------------- Operating Profit 7,946 11,270 16,836 24,915 Interest Expense (6,771) (5,871) (13,219) (11,775) Interest and Other Income (Loss) (76) 131 100 204 Income (Loss) from Unconsolidated Joint Venture 200 (83) 343 (133) Minority Interest in Income of Consolidated Subsidiary (703) (590) (1,568) (1,476) - ---------------------------------------------------------------------- INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 596 4,857 2,492 11,735 Provision for Income Taxes 356 1,848 1,770 4,560 - ---------------------------------------------------------------------- INCOME FROM CONTINUING OPERATIONS 240 3,009 722 7,175 Income from Discontinued Operations, Net of Taxes - (99) --- 7,614 NET INCOME $ 240 $ 2,910 $ 722 $ 14,789 - ---------------------------------------------------------------------- Weighted Average Common Shares Outstanding-Diluted 35,879 35,312 35,887 35,305 - ---------------------------------------------------------------------- Diluted Earnings Per Share: Income from Continuing Operations $ 0.01 $ 0.09 $ 0.02 $ 0.20 Income from Discontinued Operations 0.00 (0.01) 0.00 0.22 -------- -------- -------- -------- Diluted Earnings Per Share $ 0.01 $ 0.08 $ 0.02 $ 0.42 - ---------------------------------------------------------------------- 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, 2005 2004 2005 2004 - ---------------------------------------------------------------------- NET SALES: Packaging Products Segment $218,792 $231,772 $440,556 $440,647 Merchandising Displays and Corrugated Packaging Segment 86,090 77,440 165,600 150,958 Paperboard Segment 131,831 136,142 260,534 264,404 Intersegment Eliminations (42,375) (45,354) (86,535) (89,899) - ---------------------------------------------------------------------- TOTAL $394,338 $400,000 $780,155 $766,110 - ---------------------------------------------------------------------- INCOME FROM CONTINUING OPERATIONS BEFORE TAXES: Packaging Products Segment $ 5,722 $ 10,208 $ 10,996 $ 17,245 Merchandising Displays and Corrugated Packaging Segment 4,835 7,507 7,523 13,439 Paperboard Segment 3,650 2,361 8,004 5,491 - ---------------------------------------------------------------------- Segment Income $ 14,207 $ 20,076 $ 26,523 $ 36,175 Restructuring and Other Costs (2,724) (5,643) (3,200) (5,748) Non-Allocated Expense (3,337) (3,246) (6,144) (5,645) Interest Expense (6,771) (5,871) (13,219) (11,775) Interest and Other Income (Loss) (76) 131 100 204 Minority Interest in Income of Consolidated Subsidiary (703) (590) (1,568) (1,476) - ---------------------------------------------------------------------- INCOME FROM CONTINUING OPERATIONS BEFORE TAXES $ 596 $ 4,857 $ 2,492 $ 11,735 - ---------------------------------------------------------------------- Paperboard Shipped (in tons) 254,934 291,685 508,191 566,275 - ---------------------------------------------------------------------- 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, 2005 2004 2005 2004 - ---------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Income from continuing operations $ 240 $ 3,009 $ 722 $ 7,175 Items in income not affecting cash: Depreciation and amortization 18,579 18,557 37,030 37,159 Deferred income taxes (1,626) (1,034) (449) (4,388) Deferred compensation expense 348 281 748 562 Income tax benefit of employee stock options 2 --- 127 188 (Gain) loss on disposal of property, plant and equipment and other, net 16 (1,722) 81 (2,170) (Gain) loss on currency translation (42) (275) 341 (241) (Income) loss from unconsolidated joint venture (200) 83 (343) 133 Minority interest in income of consolidated subsidiary 703 590 1,568 1,476 Impairment loss (income) and other non-cash items 783 6,619 (74) 6,619 Pension funding less than expense 4,291 4,181 7,640 8,597 Net changes in operating assets and liabilities (8,867) (8,727) (10,775) (20,382) - ---------------------------------------------------------------------- CASH PROVIDED BY OPERATING ACTIVITIES FROM CONTINUING OPERATIONS 14,227 21,562 36,616 34,728 Cash provided by (used for) operating activities from discontinued operations --- (80) --- 451 -------- -------- --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES 14,227 21,482 36,616 35,179 - ---------------------------------------------------------------------- INVESTING ACTIVITIES: Capital expenditures (12,278) (14,923) (22,452) (30,344) Purchases of available-for-sale- investments (85,690) (82,760) (175,250) (135,520) Maturities and sales of available-for-sale investments 87,690 92,760 172,250 107,890 Cash paid for purchase of businesses, net of cash received --- (34) (75) (1,094) Cash contributed to joint venture (17) (3) (17) (103) Proceeds from sale of property, plant and equipment 465 4,485 2,508 5,178 - ---------------------------------------------------------------------- CASH USED FOR INVESTING ACTIVITIES FROM CONTINUING OPERATIONS (9,830) (475) (23,036) (53,993) Cash provided by (used for) investing activities from discontinued Operations --- (22) --- 61,921 -------- -------- --------- --------- NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES (9,830) (497) (23,036) 7,928 - ---------------------------------------------------------------------- FINANCING ACTIVITIES: Net repayments to revolving credit facilities --- --- --- (3,500) Repayments of debt (3,607) (139) (9,711) (9,246) Proceeds from monetizing swap contracts --- 4,169 --- 4,169 Debt issuance costs --- --- (64) --- Issuance of common stock 935 1,374 2,759 2,785 Cash dividends paid to shareholders (3,228) (2,991) (6,450) (5,969) Distribution to minority interest --- (350) (525) (350) - ---------------------------------------------------------------------- CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES (5,900) 2,063 (13,991) (12,111) - ---------------------------------------------------------------------- Effect of exchange rate changes on cash 50 210 255 417 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,453) 23,258 (156) 31,413 Cash and cash equivalents: Beginning of period 29,958 22,328 28,661 14,173 - ---------------------------------------------------------------------- End of period $ 28,505 $ 45,586 $ 28,505 $ 45,586 - ---------------------------------------------------------------------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Income taxes, net of refunds $ 2,704 $ 8,213 $ 4,705 $ 10,554 Interest, net of amounts capitalized 14,535 16,955 14,848 17,275 - ---------------------------------------------------------------------- ROCK-TENN COMPANY CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (IN THOUSANDS) - ---------------------------------------------------------------------- MARCH 31, DECEMBER 31, SEPTEMBER 30, 2005 2004 2004 - ---------------------------------------------------------------------- ASSETS: Cash and cash equivalents $ 28,505 $ 29,958 $ 28,661 Investment in available-for-sale securities 31,230 33,230 28,230 Receivables - net 161,299 154,970 177,378 Inventories - at LIFO cost 128,896 134,057 127,359 Other current assets 26,520 25,399 22,286 Current assets held for sale 427 804 1,526 - ---------------------------------------------------------------------- TOTAL CURRENT ASSETS 376,877 378,418 385,440 - ---------------------------------------------------------------------- Land, building and equipment - net 543,441 549,868 552,803 Intangible and other assets 343,114 345,808 345,570 - ---------------------------------------------------------------------- TOTAL ASSETS $1,263,432 $1,274,094 $1,283,813 - ---------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY: Current maturities of debt $ 74,716 $ 78,116 $ 83,906 Current net fair value hedge adjustments resulting from terminated interest rate derivatives or swaps 767 1,401 2,148 Current net fair value hedge adjustments resulting from existing interest rate derivatives or swaps (393) (417) (294) ---------- ---------- ---------- Total current maturities of debt 75,090 79,100 85,760 Other current liabilities 165,137 171,913 183,756 - ---------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 240,227 251,013 269,516 - ---------------------------------------------------------------------- Long-term maturities of debt 381,300 381,496 381,694 Net fair value hedge adjustments resulting from terminated interest rate derivatives or swaps 17,935 18,514 19,087 Net fair value hedge adjustments resulting from existing interest rate derivatives or swaps (8,544) (3,509) (2,480) ---------- ---------- ---------- Total long-term debt 390,691 396,501 398,301 Deferred income taxes 85,163 86,529 84,947 Other long-term items 104,952 94,473 93,448 Shareholders' equity 442,399 445,578 437,601 - ---------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,263,432 $1,274,094 $1,283,813 - ---------------------------------------------------------------------- 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) 2003 $434 $418 $437 $438 $432 2004 440 439 456 470 451 2005 482 487 --- --- --- Corrugated Medium 2003 343 335 340 333 338 2004 331 341 350 383 352 2005 394 405 --- --- --- All Tons 2003 419 406 423 421 417 2004 422 424 439 455 435 2005 467 472 --- --- --- Average Recovered Paper Cost 2003 82 78 88 86 83 2004 86 94 107 105 98 2005 102 103 --- --- --- Tons Shipped - ---------------------- Coated and Specialty(a) 2003 217,318 241,905 239,293 234,606 933,122 2004 230,710 248,743 248,078 224,881 952,412 2005 210,566 209,706 --- --- --- Corrugated Medium 2003 40,815 41,459 40,413 45,023 167,710 2004 43,880 42,942 44,667 46,103 177,592 2005 42,691 45,228 --- --- --- Total 2003 258,133 283,364 279,706 279,629 1,100,832 2004 274,590 291,685 292,745 270,984 1,130,004 2005 253,257 254,934 --- --- --- (a) Specialty Paperboard Average Price Per Ton and Tons Shipped include tons shipped by Seven Hills Paperboard LLC, our joint venture with LaFarge North America, Inc. Rock-Tenn Company Quarterly Statistics Segment Sales and Operating Income (In Thousands) 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Fiscal Year ------------------------------------------------ Packaging Segment Sales 2003 $173,677 $196,277 $210,180 $221,268 $801,402 2004 208,875 231,772 231,526 235,912 908,085 2005 221,764 218,792 --- --- --- Packaging Income 2003 $4,924 $9,951 $10,792 $12,893 $38,560 2004 7,037 10,208 11,714 9,038 37,997 2005 5,274 5,722 --- --- --- Return On Sales 2003 2.8% 5.1% 5.1% 5.8% 4.8% 2004 3.4% 4.4% 5.1% 3.8% 4.2% 2005 2.4% 2.6% --- --- --- Merchandising Displays and Corrugated Packaging Segment Sales 2003 $75,067 $66,130 $71,738 $78,303 $291,238 2004 73,518 77,440 75,841 91,475 318,274 2005 79,510 86,090 --- --- --- Merchandising Displays and Corrugated Packaging Income 2003 $7,221 $5,266 $6,858 $9,224 $28,569 2004 5,932 7,507 6,096 9,540 29,075 2005 2,688 4,835 --- --- --- Return on Sales 2003 9.6% 8.0% 9.6% 11.8% 9.8% 2004 8.1% 9.7% 8.0% 10.4% 9.1% 2005 3.4% 5.6% --- --- --- Paperboard Segment Sales 2003 $121,797 $128,863 $128,855 $130,426 $509,941 2004 128,262 136,142 138,560 136,918 539,882 2005 128,703 131,831 --- --- --- Paperboard Income 2003 $5,308 $6,408 $6,017 $4,031 $ 21,764 2004 3,130 2,361 2,639 7,621 15,751 2005 4,354 3,650 --- --- --- Return on Sales 2003 4.4% 5.0% 4.7% 3.1% 4.3% 2004 2.4% 1.7% 1.9% 5.6% 2.9% 2005 3.4% 2.8% --- --- --- Rock-Tenn Company Quarterly Statistics Key Financial Statistics (In Thousands except EPS Data) 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Fiscal Year ------------------------------------------------ Income (Loss) From Continuing Operations 2003 $4,945 $7,131 $7,853 $9,612 $29,541 2004 4,166 3,009 (4,076) 6,552 9,651 2005 482 240 --- --- --- Diluted EPS From Continuing Operations 2003 $0.14 $0.21 $0.23 $0.27 $0.85 2004 0.12 0.09 (0.12) 0.18 0.27 2005 0.01 0.01 --- --- --- Net Income (Loss) 2003 $5,070 $7,330 $7,212 $9,964 $29,576 2004 11,879 2,910 (3,726) 6,585 17,648 2005 482 240 --- --- --- Diluted EPS 2003 $0.15 $0.21 $0.21 $0.28 $0.85 2004 0.34 0.08 (0.11) 0.18 0.50 2005 0.01 0.01 --- --- --- Depreciation & Amortization 2003 $17,953 $17,502 $17,791 $19,437 $72,683 2004 18,602 18,557 18,387 18,643 74,189 2005 18,451 18,579 --- --- --- Capital Expenditures 2003 $16,393 $15,002 $12,114 $13,893 $57,402 2004 15,421 14,923 18,269 12,210 60,823 2005 10,174 12,278 --- --- --- Non-GAAP Measures Net Debt We have defined the non-GAAP measure Net Debt to include the aggregate debt obligations reflected in our balance sheet less the net fair value of hedge adjustments resulting from terminated and existing interest rate derivatives or swaps, the balance of our cash and cash equivalents and certain other investments that we consider to be readily available to satisfy such debt obligations. Rock-Tenn management uses Net Debt, along with other factors, to evaluate our financial condition. We believe that Net Debt is an appropriate supplemental measure of financial condition because it provides a more complete understanding of our financial condition before the impact of our decisions regarding the appropriate use of cash and liquid investments. Set forth below is a reconciliation of Net Debt to the most directly comparable GAAP measures, Total Current Maturities of Debt and Total Long-term Debt, Less Current Maturities: Debt Reconciliation - ------------------- March 31, Dec. 31, Sept. 30, 2005 2004 2004 -------- -------- -------- Total Current Maturities of Debt $ 75,090 $ 79,100 $ 85,760 Total Long-term Debt, Less Current Maturities 390,691 396,501 398,301 -------- -------- -------- 465,781 475,601 484,061 Less: Net Fair Value Hedge Adjustments Resulting From Terminated Interest Rate Derivatives or Swaps (18,702) (19,915) (21,235) Less: Net Fair Value Hedge Adjustments Resulting From Existing Interest Rate Derivatives or Swaps 8,937 3,926 2,774 -------- -------- -------- 456,016 459,612 465,600 Less: Cash and Cash Equivalents (28,505) (29,958) (28,661) Less: Investment in Available for Sale Securities (31,230) (33,230) (28,230) -------- -------- -------- Net Debt $396,281 $396,424 $408,709 - --------------------------------------------------------------------- CONTACT: Rock-Tenn Company, Atlanta David Rees, 678-291-7552