Exhibit 99.1 Rock-Tenn Company Reports Third Quarter Fiscal 2005 Results NORCROSS, Ga.--(BUSINESS WIRE)--August 5, 2005--Rock-Tenn Company (NYSE:RKT) today reported financial results for the quarter ended June 30, 2005, its third quarter of fiscal 2005. The Company's results included 25 days of sales and income from the Gulf States paperboard and packaging businesses ("GSPP") that were acquired on June 6, 2005. -- Net sales for the third quarter of fiscal 2005 were $424.7 million compared to net sales in the third quarter of fiscal 2004 of $397.3 million. -- The Company reported income from continuing operations of $12.0 million, or $0.33 per diluted share, for the quarter compared to a loss of $4.1 million, or $0.12 per diluted share, in the prior year quarter. -- The GSPP assets contributed $40.1 million in net sales and $7.1 million to pre-tax operating income during the quarter. -- Operating income for the third quarter of fiscal 2005 included pre-tax restructuring and other costs of $0.8 million, or $0.01 per diluted share after-tax, and an additional $1.5 million pre-tax charge, or $0.03 per diluted share after-tax, due to the interim award determination in the Seven Hills arbitration proceeding. -- Net income for the quarter included $5.6 million after-tax, or $0.16 per diluted share, for a change in tax provision resulting primarily from the resolution of historical federal and state reserves. Segment Results Packaging Products Segment Packaging Products segment sales were $239.2 million in the third quarter of fiscal 2005 compared to $231.5 million in the third quarter of fiscal 2004, primarily due to additional sales related to the GSPP acquisition offset by a decrease in net sales at other Rock-Tenn facilities. Packaging Products segment operating income was $10.6 million and $11.7 million in the third quarters of fiscal 2005 and 2004, respectively. Increased operating income due to the GSPP acquisition was offset by lower volumes and higher operating costs at the other Rock-Tenn folding carton plants. Merchandising Displays and Corrugated Packaging Segment Merchandising Displays and Corrugated Packaging segment sales increased 10.1% from the prior year quarter to $83.5 million in the third quarter of fiscal 2005. The sales increase was primarily due to sales from the Athens corrugator, which Rock-Tenn acquired in August 2004. Operating income for the segment was $6.4 million in the third quarter of fiscal 2005, a 5% increase from the year ago quarter. Higher income from merchandising displays was somewhat offset by lower operating income from sales of corrugated packaging. Paperboard Segment Paperboard segment sales increased to $154.9 million in the third quarter of fiscal 2005 from $138.6 million in the third quarter of fiscal 2004 primarily as a result of the acquisition of the Demopolis mill. Operating income in the segment increased to $7.6 million in the third quarter of fiscal 2005 compared to $2.6 million in the prior year quarter. Recycled paperboard tons shipped in the third quarter of fiscal 2005 were 256,386 tons compared to 292,745 tons in the year ago quarter. The decline in recycled paperboard tons shipped was due to the closure of the Otsego mill in July 2004 and reduced tons shipped from clay-coated mills. The Company's recycled mills operated at 93% of capacity during the quarter compared to 98% in the prior year quarter. Sales price per ton from the recycled mills increased while fiber, energy, freight and chemical costs combined increased $7 per ton over the prior year quarter. The Demopolis mill operated at full capacity during the 25-day period Rock-Tenn owned the mill and shipped 26,713 tons of paperboard and 6,933 tons of softwood market pulp. Chairman and Chief Executive Officer's Statement Rock-Tenn Company Chairman and Chief Executive Officer James A. Rubright stated, "Our strong improvement in operating results over year to date results reflects the contribution to earnings of the Gulf States plants that we acquired on June 6, 2005. All of the Gulf States plants operated very well and we achieved on the closing date the $13 million of annualized synergies we projected when we announced the acquisition in April. Operating results of our merchandising displays and paperboard segments improved over the prior year quarter, but the improvements were offset by the lower results of Rock-Tenn's folding carton plants." "The September quarter typically sees seasonal volume gains in our folding carton and display businesses where we expect results to exceed the June quarter. We continue to expect earnings accretion from the GSPP acquisition where the acquired assets are performing well." Selling, General & Administrative Expenses Selling, general and administrative (SG&A) expenses were $50.6 million in the third quarter of fiscal 2005, up 4.2% over the prior year quarter. As a result of the GSPP acquisition and synergies Rock-Tenn has realized, SG&A as a percent of net sales in the third quarter of fiscal 2005 was 11.9%, decreasing from 12.2% of net sales in the prior year quarter. Financing Rock-Tenn's net debt was $909.1 million on June 30, 2005 compared to $396.3 million on March 31, 2005. After accounting for the $553.9 million used to finance the GSPP acquisition, Rock-Tenn's net debt decreased $41.1 million during the quarter. Also during the quarter, Rock-Tenn entered interest rate swap agreements to effectively fix the interest rate on $350 million of floating rate bank debt used to finance the GSPP acquisition to a fixed interest rate of 5.75%. The Company now has a 75%/25% fixed to floating rate debt ratio. During the quarter, Rock-Tenn Company funded the purchase price for the GSPP acquisition and made a voluntary contribution of $7.3 million to its pension plans. Cash Provided By Operating Activities Net cash provided by operating activities in the third quarter of fiscal 2005 was $62.1 million compared to cash provided by operating activities from continuing operations of $21.0 million in the prior year quarter. The increase in operating cash flow was primarily attributable to the GSPP acquisition and a reduction in working capital. Conference Call The Company will host a conference call to discuss its results of operations for the third quarter of fiscal 2005 and other topics that may be raised during the discussion at 11:00 a.m., Eastern Time, on Friday, August 5, 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 a wide range of marketing and packaging solutions to consumer products companies at low costs, with combined pro forma net sales of $2.1 billion and operating locations in the United States, Canada, Mexico and Chile. The Company is one of North America's leading manufacturers of packaging products, merchandising displays and bleached and recycled paperboard. Cautionary Statements Statements herein regarding, among others, expectations regarding seasonal volume gains, earnings accretion and asset performance constitute forward-looking statements within the meaning of the federal securities laws. Such statements 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, among other things, expected economic, competitive and market conditions generally; expected volumes and price levels of purchases by customers; competitive conditions in our businesses and possible adverse actions of our customers, our competitors and suppliers. Management believes its assumptions are reasonable; however, undue reliance should not be placed on such estimates, which are based on current expectations. There are many factors that impact these forward-looking statements that we cannot predict accurately. Further, our business is subject to a number of general risks that would affect any such forward-looking statements including, among others, decreases in demand for the Company's products; increases in energy, raw materials, shipping and capital equipment costs; reduced supply of raw materials; fluctuations in selling prices and volumes; intense competition; the potential loss of certain customers; 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 as future events unfold. ROCK-TENN COMPANY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - ---------------------------------------------------------------------- FOR THE FOR THE THREE MONTHS ENDED NINE MONTHS ENDED June 30, June 30, June 30, June 30, 2005 2004 2005 2004 - ---------------------------------------------------------------------- NET SALES $ 424,679 $ 397,281 $1,204,834 $1,163,391 Cost of Goods Sold 351,927 331,403 1,017,079 967,453 - ---------------------------------------------------------------------- Gross Profit 72,752 65,878 187,755 195,938 Selling, General and Administrative Expenses 50,605 48,583 145,572 147,980 Restructuring and Other Costs 777 21,317 3,977 27,065 - ---------------------------------------------------------------------- Operating Profit (Loss) 21,370 (4,022) 38,206 20,893 Interest Expense (9,045) (5,907) (22,264) (17,682) Interest and Other Income (Loss) 299 (478) 399 (274) Income (Loss) from Unconsolidated Joint Venture (1,391) 288 (1,048) 155 Minority Interest in Income of Consolidated Subsidiaries (1,475) (1,036) (3,043) (2,512) - ---------------------------------------------------------------------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 9,758 (11,155) 12,250 580 Benefit for Income Taxes (2,224) (7,079) (454) (2,519) - ---------------------------------------------------------------------- INCOME (LOSS) FROM CONTINUING OPERATIONS 11,982 (4,076) 12,704 3,099 Income from Discontinued Operations, Net of Taxes --- 350 --- 7,964 NET INCOME (LOSS) $ 11,982 $ (3,726)$ 12,704 $ 11,063 - ---------------------------------------------------------------------- Weighted Average Common Shares Outstanding-Diluted 35,919 34,966 35,911 35,408 - ---------------------------------------------------------------------- Diluted Earnings (Loss) Per Share: Income (Loss) from Continuing Operations $ 0.33 $ (0.12)$ 0.35 $ 0.09 Income from Discontinued Operations 0.00 0.01 0.00 0.22 ---------- ---------- ---------- ---------- Diluted Earnings (Loss) Per Share $ 0.33 $ (0.11)$ 0.35 $ 0.31 - ---------------------------------------------------------------------- ROCK-TENN COMPANY INDUSTRY SEGMENT INFORMATION (UNAUDITED) (IN THOUSANDS, EXCEPT TONNAGE DATA) - ---------------------------------------------------------------------- FOR THE FOR THE THREE MONTHS ENDED NINE MONTHS ENDED June 30, June 30, June 30, June 30, 2005 2004 2005 2004 - ---------------------------------------------------------------------- NET SALES: Packaging Products Segment $ 239,211 $ 231,526 $ 679,767 $ 672,173 Merchandising Displays and Corrugated Packaging Segment 83,521 75,841 249,121 226,799 Paperboard Segment 154,929 138,560 415,463 402,964 Intersegment Eliminations (52,982) (48,646) (139,517) (138,545) - ---------------------------------------------------------------------- TOTAL $ 424,679 $ 397,281 $1,204,834 $1,163,391 - ---------------------------------------------------------------------- INCOME FROM CONTINUING OPERATIONS BEFORE TAXES: Packaging Products Segment $ 10,648 $ 11,714 $ 21,644 $ 28,959 Merchandising Displays and Corrugated Packaging Segment 6,398 6,096 13,921 19,535 Paperboard Segment 7,597 2,639 15,601 8,130 - ---------------------------------------------------------------------- Segment Income $ 24,643 $ 20,449 $ 51,166 $ 56,624 Restructuring and Other Costs (777) (21,317) (3,977) (27,065) Non-Allocated Expense (3,887) (2,866) (10,031) (8,511) Interest Expense (9,045) (5,907) (22,264) (17,682) Interest and Other Income (Loss) 299 (478) 399 (274) Minority Interest in Income of Consolidated Subsidiary (1,475) (1,036) (3,043) (2,512) - ---------------------------------------------------------------------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES $ 9,758 $ (11,155)$ 12,250 $ 580 - ---------------------------------------------------------------------- Recycled Paperboard Shipped (in tons) 256,386 292,745 764,577 859,020 SBS Board Shipped (in tons) 26,713 --- 26,713 --- Pulp Shipped (in tons) 6,933 --- 6,933 --- - ---------------------------------------------------------------------- ROCK-TENN COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) - ---------------------------------------------------------------------- FOR THE FOR THE THREE MONTHS ENDED NINE MONTHS ENDED June 30, June 30, June 30, June 30, 2005 2004 2005 2004 - ---------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Income (loss) from continuing operations $ 11,982 $ (4,076)$ 12,704 $ 3,099 Items in income not affecting cash: Depreciation and amortization 20,493 18,387 57,523 55,546 Deferred income taxes 2,410 1,068 1,961 (3,320) Income tax benefit of employee stock options --- 213 127 401 Loss on bond repurchase --- 872 --- 872 Deferred compensation expense 499 449 1,247 1,011 (Gain) loss on disposal of property, plant and equipment and other, net (1,782) 49 (1,701) (2,121) Minority interest in income of consolidated subsidiaries 1,475 1,036 3,043 2,512 (Income) loss from unconsolidated joint venture 1,391 (288) 1,048 (155) Pension funding (more) less than expense (3,126) (15,866) 4,514 (7,269) Impairment loss and other non-cash items --- 19,180 (74) 25,799 (Gain) loss on currency transactions (95) (230) 246 (471) Net changes in operating assets and liabilities 28,862 213 18,087 (20,169) - ---------------------------------------------------------------------- CASH PROVIDED BY OPERATING ACTIVITIES FROM CONTINUING OPERATIONS 62,109 21,007 98,725 55,735 Cash provided by (used for) operating activities from discontinued operations --- (78) --- 373 -------- -------- -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 62,109 20,929 98,725 56,108 - ---------------------------------------------------------------------- INVESTING ACTIVITIES: Capital expenditures (11,742) (18,269) (34,194) (48,613) Purchases of marketable securities (20,000) (112,890) (195,250) (248,410) Maturities and sales of marketable securities 51,230 119,390 223,480 227,280 Cash paid for purchase of businesses, net of cash received (553,893) (193) (553,968) (1,287) Cash contributed to joint venture (32) (44) (49) (147) Proceeds from sale of property, plant and equipment 2,804 249 5,312 5,427 - ---------------------------------------------------------------------- CASH USED FOR INVESTING ACTIVITIES FROM CONTINUING OPERATIONS (531,633) (11,757) (554,669) (65,750) Cash provided by (used for) investing activities from discontinued Operations --- (5) --- 61,916 -------- -------- -------- -------- NET CASH USED FOR INVESTING ACTIVITIES (531,633) (11,762) (554,669) (3,834) - ---------------------------------------------------------------------- FINANCING ACTIVITIES: Net additions (repayments) to revolving credit facilities 170,000 --- 170,000 (3,500) Additions to debt 310,500 --- 310,500 --- Repayments of debt (106) (23,249) (9,817) (32,495) Proceeds from monetizing swap contracts --- (95) --- 4,074 Payment on termination of swaps (4,245) --- (4,245) --- Debt issuance costs (3,810) (27) (3,874) (27) Issuance of common stock 903 2,914 3,662 5,699 Purchases of common stock (244) --- (244) --- Cash dividends paid to shareholders (3,238) (2,997) (9,688) (8,966) Distribution to minority interest (1,400) (1,225) (1,925) (1,575) - ---------------------------------------------------------------------- CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 468,360 (24,679) 454,369 (36,790) - ---------------------------------------------------------------------- Effect of exchange rate changes on cash (46) (15) 209 402 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,210) (15,527) (1,366) 15,886 Cash and cash equivalents: Beginning of period 28,505 45,586 28,661 14,173 - ---------------------------------------------------------------------- End of period $ 27,295 $ 30,059 $ 27,295 $ 30,059 - ---------------------------------------------------------------------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Income taxes, net of refunds $ (615)$ 1,694 $ 4,090 $ 12,248 Interest, net of amounts capitalized 66 181 14,914 17,456 - ---------------------------------------------------------------------- ROCK-TENN COMPANY CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (IN THOUSANDS) - ---------------------------------------------------------------------- JUNE 30, MARCH 31, SEPT. 30, 2005 2005 2004 - ---------------------------------------------------------------------- ASSETS: Cash and cash equivalents $ 27,295 $ 28,505 $ 28,661 Investment in marketable securities --- 31,230 28,230 Receivables - net 201,344 161,299 177,378 Inventories - at LIFO cost 208,732 128,896 127,359 Other current assets 32,903 26,520 22,286 Current assets held for sale 160 427 1,526 - ---------------------------------------------------------------------- TOTAL CURRENT ASSETS 470,434 376,877 385,440 - ---------------------------------------------------------------------- Land, building and equipment - net 893,983 543,441 552,803 Intangible and other assets 445,696 343,114 345,570 - ---------------------------------------------------------------------- TOTAL ASSETS $1,810,113 $1,263,432 $1,283,813 - ---------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY: Current portion of debt $ 135,308 $ 74,716 $ 83,906 Hedge adjustments resulting from terminated interest rate derivatives or swaps 192 767 2,148 Hedge adjustments resulting from existing interest rate derivatives or swaps (99) (393) (294) -------- -------- -------- Total current portion of debt 135,401 75,090 85,760 Other current liabilities 216,605 165,137 183,756 - ---------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 352,006 240,227 269,516 - ---------------------------------------------------------------------- Long-term maturities of debt 801,104 381,300 381,694 Hedge adjustments resulting from terminated interest rate derivatives or swaps 12,693 17,935 19,087 Hedge adjustments resulting from existing interest rate derivatives or swaps --- (8,544) (2,480) -------- -------- -------- Total long-term debt 813,797 390,691 398,301 Deferred income taxes 89,227 85,163 84,947 Other long-term items 104,533 104,952 93,448 Shareholders' equity 450,550 442,399 437,601 - ---------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,810,113 $1,263,432 $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(a) - ---------------------- All Tons 2003 419 406 423 421 417 2004 422 424 439 455 435 2005 467 472 491 --- --- 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 210,566 209,706 211,628 --- --- 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 44,758 --- --- Bleached Paperboard 2005 --- --- 26,713 Market Pulp 2005 --- --- 6,933 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 253,257 254,934 290,032 --- --- (a) 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 221,764 218,792 239,211 --- --- 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 10,648 --- --- 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% 4.5% --- --- 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 83,521 --- --- 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 6,398 --- --- 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% 7.7% --- --- 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 128,703 131,831 154,929 --- --- 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 7,597 --- --- 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% 4.9% --- --- 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 11,982 --- --- 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 0.33 --- --- 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 11,982 --- --- 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 0.33 --- --- 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 20,493 --- --- 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 11,742 --- --- 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 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 Portion of Debt and Total Long-term Debt, Less Current Portion: Debt Reconciliation - ----------------------------------------- June 30, March 31, Sept. 30, 2005 2005 2004 ----------------------------- Total Current Portion of Debt $135,401 $75,090 $85,760 Total Long-term Debt, Less Current Portion 813,797 390,691 398,301 ----------------------------- 949,198 465,781 484,061 Less: Hedge Adjustments Resulting From Terminated Interest Rate Derivatives or Swaps (12,885) (18,702) (21,235) Less: Hedge Adjustments Resulting From Existing Interest Rate Derivatives or Swaps 99 8,937 2,774 ----------------------------- 936,412 456,016 465,600 Less: Cash and Cash Equivalents (27,295) (28,505) (28,661) Less: Investment in Marketable Securities --- (31,230) (28,230) ----------------------------- Net Debt $909,117 $396,281 $408,709 - ---------------------------------------------------------------------- CONTACT: Rock-Tenn Company, Norcross David Rees, 678-291-7552