UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 10 - Q
(X) Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the Quarterly Period Ended September 30, 1996
( ) 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 1-13662
BOISE CASCADE OFFICE PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 82-0477390
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 West Bryn Mawr Avenue
Itasca, Illinois
60143
(Address of principal executive offices)
(Zip Code)
(630) 773-5000
(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 October 31, 1996
Common stock, $.01 par value 62,750,318
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(expressed in thousands, except share information)
(unaudited)
Three Months Ended September 30
1996 1995
Net sales $ 506,694 $ 332,037
Cost of sales, including purchases
from Boise Cascade Corporation
of $49,285 and $42,474 379,193 244,237
__________ __________
Gross profit 127,501 87,800
__________ __________
Selling and warehouse operating
expense 94,515 60,696
Corporate general and administrative
expense, including amounts paid to
Boise Cascade Corporation of $564
and $580 9,097 6,201
Goodwill amortization 1,757 538
__________ __________
105,369 67,435
__________ __________
Income from operations 22,132 20,365
Interest expense 2,126 164
Other income (expense), net (142) 874
__________ __________
Income before income taxes 19,864 21,075
Income tax expense 8,144 8,584
__________ __________
Net income $ 11,720 $ 12,491
Earnings per common share (based
upon 62,449,765 and 61,570,306 actual
average common shares outstanding
for the three months ended
September 30, 1996 and 1995) $ .19 $ .20
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(expressed in thousands, except share information)
(unaudited)
Nine Months Ended September 30
1996 1995
Net sales $1,428,884 $ 941,042
Cost of sales, including purchases
from Boise Cascade Corporation
of $137,015 and $119,728 1,055,148 705,773
__________ __________
Gross profit 373,736 235,269
__________ __________
Selling and warehouse operating
expense 270,525 171,062
Corporate general and administrative
expense, including amounts paid to
Boise Cascade Corporation of
$1,780 and $1,805 23,723 17,341
Goodwill amortization 4,815 1,477
__________ __________
299,063 189,880
__________ __________
Income from operations 74,673 45,389
Interest expense 5,290 468
Other income (expense), net (100) 2,051
__________ __________
Income before income taxes 69,283 46,972
Income tax expense 28,406 18,554
__________ __________
Net income $ 40,877 $ 28,418
Earnings per common share and
pro forma earnings per common share
(based upon 62,372,100 actual
average common shares outstanding
for the nine months ended September 30,
1996, and 61,449,106 pro forma
average common shares outstanding
for the nine months ended September 30,
1995) $ .66 $ .46
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(expressed in thousands)
September 30 December 31
1996 1995 1995
(unaudited)
ASSETS
Current
Cash and short-term investments $ 9,281 $ 33,992 $ 14,082
Receivables, less allowances
of $4,125, $2,267, and $2,889 258,740 182,743 189,260
Inventories 137,537 93,553 112,538
Deferred income tax benefits 7,257 5,503 7,588
Other 16,537 10,797 12,705
__________ __________ __________
429,352 326,588 336,173
__________ __________ __________
Property
Land 13,488 11,779 12,411
Buildings and improvements 72,091 59,468 66,217
Furniture and equipment 121,556 98,615 102,074
Accumulated depreciation (85,791) (89,214) (91,941)
__________ __________ __________
121,344 80,648 88,761
__________ __________ __________
Goodwill, net of amortization
of $10,172, $4,556, and $5,650 221,266 94,198 114,919
Other assets 9,614 4,250 4,271
__________ __________ __________
Total assets $ 781,576 $ 505,684 $ 544,124
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(expressed in thousands, except share information)
September 30 December 31
1996 1995 1995
(unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Notes payable $ 37,300 $ - $ -
Current portion of long-term debt 203 - -
__________ __________ __________
Accounts payable
Trade and other 160,841 102,949 116,363
Boise Cascade Corporation 24,399 12,477 23,906
__________ __________ __________
185,240 115,426 140,269
__________ __________ __________
Accrued liabilities
Compensation and benefits 22,068 18,534 17,959
Income taxes payable 2,084 13,120 4,712
Taxes, other than income 8,845 6,217 6,813
Other 24,988 16,205 20,596
__________ __________ __________
57,985 54,076 50,080
__________ __________ __________
280,728 169,502 190,349
__________ __________ __________
Other
Deferred income taxes 1,279 3,112 2,534
Long-term debt, less current portion 95,053 - -
Other 20,202 8,598 11,824
__________ __________ __________
116,534 11,710 14,358
__________ __________ __________
Shareholders' equity
Common stock, $.01 par value,
200,000,000 shares authorized;
62,469,703, 62,278,110, and
62,292,776 shares issued and
outstanding at each period 625 623 623
Additional paid-in capital 299,097 295,431 295,615
Retained earnings 84,592 28,418 43,179
__________ __________ __________
Total shareholders' equity 384,314 324,472 339,417
__________ __________ __________
Total liabilities and
shareholders' equity $ 781,576 $ 505,684 $ 544,124
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(expressed in thousands)
(unaudited)
Nine Months Ended September 30
1996 1995
Cash provided by (used for) operations
Net income $ 40,877 $ 28,418
Items in income not using (providing) cash
Depreciation and amortization 18,861 11,089
Deferred income tax benefit 1,290 (536)
Receivables (24,585) (35,031)
Inventories 3,064 782
Other current assets 2,546 (3,778)
Accounts payable and accrued liabilities 8,821 26,467
Current and deferred income taxes (5,199) 11,559
__________ __________
Cash provided by operations 45,675 38,970
__________ __________
Cash provided by (used for) investment
Expenditures for property and equipment (26,332) (13,552)
Acquisitions (145,068) (37,096)
Other, net (12,189) 1,689
__________ __________
Cash used for investment (183,589) (48,959)
__________ __________
Cash provided by (used for) financing
Sale of stock - 123,076
Notes payable 37,300 -
Additions to long-term debt 95,000 -
Net equity transactions with Boise
Cascade Corporation - (78,447)
Other, net 813 (671)
__________ __________
Cash provided by financing 133,113 43,958
__________ __________
Increase (decrease) in cash (4,801) 33,969
Balance at beginning of the period 14,082 23
__________ __________
Balance at September 30 $ 9,281 $ 33,992
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) ORGANIZATION AND BASIS OF PRESENTATION. Boise Cascade Office
Products Corporation (together with its subsidiaries, "the Company")
was operated as the Boise Cascade Office Products Distribution
Division ("the Division") of Boise Cascade Corporation ("BCC") prior
to April 1, 1995. Effective on that date, pursuant to an Asset
Transfer and Subscription Agreement between the Company and BCC, BCC
transferred to the Company (the "Transfer of Assets") substantially
all of the assets and liabilities associated with the Division, other
than $100 million of accounts receivable, in exchange for common
stock of the Company. After the transfer, BCC holds a total of
50,750,000 shares of the Company's common stock. The accompanying
historical consolidated income statements include the consolidated
results of operations of the Division.
The quarterly financial statements of the Company and its
subsidiaries 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.
Except as may be disclosed in the notes to the 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. The 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 quarterly
financial statements should be read together with the statements and
the accompanying notes included in the Company's 1995 Annual Report.
(2) PUBLIC OFFERINGS. On April 13, 1995, the Company completed the sale
of 10,637,500 shares of common stock at a price of $12.50 per share
in an initial public offering in the United States and in a
concurrent international offering ("the Offerings"). After the
Offerings, BCC owned 82.7% of the Company's outstanding common stock.
The net proceeds to the Company were approximately $123.1 million. A
total of $100 million of such net proceeds was used by the Company to
replace the working capital retained by BCC in the Transfer of
Assets. Of the remaining proceeds, $21.2 million was retained by the
Company and was available for general corporate purposes, and
$1.9 million was paid as a dividend to BCC.
(3) EARNINGS PER COMMON SHARE. Actual earnings per common share of $.19
and $.66 for the three and nine months ended September 30, 1996, and
$.20 for the three months ended September 30, 1995, are based upon
the average number of common shares outstanding, including common
shares issued to effect acquisitions made by the Company and shares
issued as a result of stock options exercised. The unaudited pro
forma earnings per common share of $.46 for the nine months ended
September 30, 1995, are presented assuming the 50,750,000 common
shares issued to BCC in the organization of the Company and the
10,637,500 common shares issued in the Offerings were issued on
January 1, 1995.
(4) STOCK SPLIT. The Company effected a two-for-one split of the
Company's common stock in the form of a 100% stock dividend. Each
shareholder of record at the close of business on May 6, 1996,
received one additional share for each share held on that date. The
new shares were distributed on May 20, 1996. All references in these
financial statements to share amounts, net income per share, and
average common shares outstanding have been adjusted to reflect the
stock split.
(5) DEBT. At September 30, 1996, the Company had a $350 million
revolving credit agreement with a group of banks. Borrowing under
this agreement was $95 million. On June 5, 1996, the revolving
credit agreement was amended to extend the termination date from
June 30, 1999, to June 30, 2001, and the aggregate of all commitments
that can be outstanding was increased from $225 million to
$350 million. At September 30, 1996, the Company had $37 million of
short-term borrowings.
(6) TAXES. The estimated tax provision rate for the first nine months of
1996 was 41.0% compared with a tax provision rate of 39.5% for the
same period in the prior year. The increase is primarily due to the
amortization of goodwill arising from certain acquisitions that is
not deductible for tax purposes.
(7) ACQUISITIONS. During the first nine months of 1996, the Company
completed nine acquisitions which were accounted for under the
purchase method of accounting. Accordingly, the purchase prices were
allocated to the assets acquired and liabilities assumed based upon
their estimated fair values. The initial purchase price allocations
may be adjusted within one year of the date of purchase for changes
in estimates of the fair values of assets and liabilities. Such
adjustments are not expected to be significant to results of
operations or the financial position of the Company. The excess of
the purchase price over the estimated fair value of the net assets
acquired was recorded as goodwill and is being amortized over
40 years. The results of operations of the acquired businesses are
included in the Company's operations subsequent to the dates of
acquisition.
On February 5, 1996, the Company completed the acquisition of 100% of
the shares of Grand & Toy Limited (Grand & Toy) from Cara Operations
Limited (Toronto). The negotiated purchase price was approximately
C$140 million. In addition, the Company recorded liabilities of
approximately US$7.4 million, which are included in the recorded
purchase price of Grand & Toy, to modify activities such as
distribution, marketing, and other functions. Further adjustments to
the preliminary allocation of the purchase price may be made within
one year of the acquisition date. The acquisition was funded
primarily from borrowings under the Company's revolving credit
agreement. Grand & Toy owns and operates six office products
distribution centers and approximately 80 retail stores across
Canada.
On January 31, 1996, the Company acquired the assets of the contract
stationer business of Sierra Vista Office Products, Inc., based in
Albuquerque, New Mexico. On February 9, 1996, the Company acquired
the stock of the contract stationer businesses of Loring, Short &
Harmon, Inc., based in Portland, Maine, and McAuliffe's based in
Burlington, Vermont. On March 29, 1996, the Company acquired the
stock of the contract stationer and office furniture business of
Office Essentials based in Milwaukee, Wisconsin. On April 26, 1996,
the Company acquired the assets of the contract stationer business of
Crawford's Office Supplies based in Seattle, Washington. On May 31,
1996, the Company acquired the stock of the contract stationer
business of Zemlick Brothers, Inc., based in Kalamazoo, Michigan. On
July 1, 1996, the Company acquired the assets of the contract
stationer business of Pedersen Contact based in Melbourne, Australia.
On July 31, 1996, the Company acquired the stock of the contract
stationer business of Mike Bryan Office Products, Inc., based in
Oklahoma City, Oklahoma. These acquisitions, including Grand & Toy,
were purchased for cash of $145.1 million, $1.7 million of the
Company's common stock issued to the sellers, and the recording of
$20.6 million of liabilities.
Unaudited pro forma results of operations, reflecting these
acquisitions, would have been as follows. If these businesses had
been acquired on January 1, 1996, sales for the first nine months of
1996 would have increased to $1.5 billion. There would have been no
significant change to net income and earnings per common share. If
these businesses had been acquired on January 1, 1995, the Company's
sales for the first nine months of 1995 would have increased to
$1.2 billion, net income would have decreased to $24.2 million, and
earnings per common share would have decreased to $.39. In the first
quarter of 1995, Grand & Toy recorded a restructuring charge.
Excluding the impact of this restructuring charge, pro forma net
income and earnings per share would have been essentially the same as
the historical amounts reported for the nine months ended
September 30, 1995. This unaudited pro forma financial information
does not necessarily represent the actual consolidated results of
operations that would have resulted if the acquisitions had occurred
on the dates assumed.
Additionally, in November 1996, the Company acquired Oregon Wholesale
Novelty Company, Inc. (OWNCO), an advertising specialties company
with annual sales of approximately $30 million. Also in October and
November 1996, the Company acquired seven other contract stationer
businesses with combined annual sales of approximately $56 million.
In the second quarter of 1996, the Company started up office products
distribution centers in Las Vegas, Nevada, and Miami, Florida.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Management's Discussion and Analysis of Financial Condition and Results
of Operations includes "forward looking statements" which involve
uncertainties and risks. There can be no assurance that actual results
will not differ from the Company's expectations. Factors which could cause
materially different results include, among others, the success of new
product introductions, the pace of acquisitions and cost structure
improvements, and competitive and general economic conditions.
Three Months Ended September 30, 1996, Compared with Three Months Ended
September 30, 1995
Results of Operations
Net sales in the third quarter of 1996 increased 53% to $506.7 million,
compared with $332.0 million in the third quarter of 1995. The growth in
sales resulted from increased accounts at both the national and local
level, continued growth in direct marketing, product line extensions, and
acquisitions. Same location sales increased 12% in the third quarter of
1996 compared with sales in the third quarter of 1995.
Cost of goods sold, which includes the cost of merchandise sold and
delivery and occupancy costs, increased to $379.2 million in the third
quarter of 1996, which was 74.8% of net sales. This compares with
$244.2 million reported in the same period of the prior year, which
represented 73.6% of net sales. Gross profit as a percentage of net sales
was 25.2% and 26.4% for the third quarters of 1996 and 1995. The decrease
in gross margins was due primarily to continued competitive pressures and
sales growth in the Company's computer consumables product offering which
has lower margins.
Operating expense was 20.8% of net sales in the third quarter of 1996,
compared with 20.3% in the third quarter of 1995. Within the operating
expense category, selling and warehouse operating expense was 18.7% of net
sales in the third quarter of 1996, compared with 18.3% in the third
quarter of 1995. This increase was due primarily to the Company increasing
the number of distribution centers fulfilling direct-mail orders and adding
technical sales people to accelerate the roll-out of the computer
consumables product offering. Also contributing to the increase were
acquisitions where the Company's business model has not yet been fully
implemented. Corporate general and administrative expense declined to 1.8%
of third quarter 1996 net sales from 1.9% of third quarter 1995 net sales.
Goodwill amortization increased to $1.8 million in the third quarter of
1996 compared with $.5 million in the third quarter of 1995. The increase
in goodwill amortization was the result of the Company recording goodwill
arising from its acquisitions.
As a result of the above factors, income from operations in the third
quarter of 1996 increased to $22.1 million, or 4.4% of net sales, compared
to the Company's third quarter 1995 operating income, which was
$20.4 million, or 6.1% of net sales.
Net income in the third quarter of 1996 decreased to $11.7 million, or 2.3%
of net sales, compared with $12.5 million, or 3.8% of net sales, in the
same period of the prior year. In addition to the factors discussed above,
net income was impacted by the Company's increase in interest expense which
was $2.1 million in the third quarter of 1996, compared with $.2 million in
the third quarter of 1995. The increase in interest expense was due to
increased borrowings by the Company which were used primarily to fund the
Company's 1996 acquisitions. Additionally, in 1996, interest income was
not significant, while in 1995, the Company earned $.6 million of interest
income that resulted from higher cash balances which were invested by the
Company.
Nine Months Ended September 30, 1996, Compared with Nine Months Ended
September 30, 1995
Net sales for the nine months ended September 30, 1996, increased 52% to
$1.4 billion, compared with $941.0 million a year ago. The growth in sales
resulted from increased accounts at both the national and local level,
continued growth in direct marketing, product line extensions, and
acquisitions. Same location sales increased 14% year to year.
Cost of goods sold, which includes the cost of merchandise sold and
delivery and occupancy costs, increased to $1.1 billion for the first nine
months of 1996, which was 73.8% of net sales. This compares with
$705.8 million reported in the same period of the prior year, which
represented 75.0% of net sales. Gross profit as a percentage of net sales
was 26.2% and 25.0% for the first nine months of 1996 and 1995. The
increase in gross margins was primarily the result of improved margins on
office papers.
Operating expense was 20.9% of net sales for the first nine months of 1996,
compared with 20.2% in the same period of the prior year. Within the
operating expense category, selling and warehouse operating expense was
18.9% of net sales in 1996, compared with 18.2% in 1995. This increase was
due, in part, to the Company increasing the number of distribution centers
fulfilling direct-mail orders, adding technical sales people to accelerate
the roll-out of the computer consumables product offering, and making new
acquisitions which have not yet fully implemented the Company's business
model. Also contributing to the increase was the Company's direct-mail and
international operations which have both higher gross margins and higher
operating expenses. These operations represented a larger portion of the
Company's overall sales in 1996. Corporate general and administrative
expense was 1.7% of net sales for the first nine months of 1996, compared
with 1.8% in 1995. Goodwill amortization increased to $4.8 million for the
first nine months of 1996 compared with $1.5 million for the first nine
months of 1995. The increase in goodwill amortization was the result of
the Company recording goodwill as a part of the purchase amount of its
acquisitions.
As a result of the above factors, income from operations for the first nine
months of 1996 increased to $74.7 million, or 5.2% of net sales, compared
to $45.4 million in 1995, or 4.8% of net sales. Net income increased to
$40.9 million, or 2.9% of net sales, compared with $28.4 million, or 3.0%
of net sales, in the same period of the prior year.
Net income was negatively impacted by the increase in interest expense
during the first nine months of 1996, which was $5.3 million compared with
$.5 million in the same period of the prior year. This increase was due to
increased borrowings by the Company which were used primarily to fund the
Company's 1996 acquisitions. Additionally, in 1996, interest income was
not significant, while in 1995, the Company earned $1.4 million of interest
income that resulted from higher cash balances which were invested by the
Company.
Liquidity and Capital Resources
The Company's principal requirements for cash have been to make
acquisitions, fund working capital needs, upgrade and expand its facilities
at existing locations, and open new distribution centers. The funding of
the Company's strategy for growth, including acquisitions and the
relocation of several existing distribution centers into new and larger
facilities, is expected to require significant capital outlays by the
Company over the next several years.
To finance the Company's capital requirements, the Company expects to rely
upon funds from a combination of sources. The Company anticipates
continued cash flow from operations. In addition, the Company has a
$350 million revolving credit agreement that expires in 2001 and provides
for variable rates of interest based on customary indices. The revolving
credit agreement is available for acquisitions and general corporate
purposes. It contains customary restrictive financial and other covenants,
including a negative pledge and covenants specifying a minimum net worth, a
minimum fixed charge coverage ratio, and a maximum leverage ratio. The
lending banks may terminate the revolving credit agreement and accelerate
the payment of any amounts borrowed thereunder in the event a Change of
Control (as defined) of the Company occurs. At September 30, 1996,
$95 million was outstanding under this agreement. At September 30, 1996,
the Company had $37 million of short-term borrowings.
In addition to available borrowing capacity under the terms of the
revolving credit agreement, the Company may, subject to the covenants
contained in the revolving credit agreement and to market conditions, raise
additional funds through other external debt or equity financing in the
future.
In April 1996, the Company filed a registration statement with the
Securities and Exchange Commission for additional shares of common stock.
As of September 30, 1996, the Company had 4,287,245 registered shares of
common stock to be offered from time to time in connection with
acquisitions.
Net cash provided by operations for the first nine months of 1996 was
$45.7 million. This was the result of $61.0 million of net income,
depreciation and amortization, and other noncash items offset by a
$15.3 million increase in working capital. Net cash used for investment in
the first nine months of 1996 was $183.6 million, which included
$26.3 million of expenditures for property and equipment and $145.1 million
for acquisitions. Net cash provided by financing was $133.1 million for
the first nine months of 1996, resulting primarily from borrowings made by
the Company to fund acquisitions.
Net cash provided by operations in the first nine months of 1995 was
$39.0 million. This was primarily the result of $39.0 million of net
income, depreciation and amortization, and other noncash items. The net
impact of changes in working capital items was small. Net cash used for
investment in the first nine months of 1995 was $49.0 million, which
included $13.6 million of expenditures for property and equipment and
$37.1 million for acquisitions. Net cash provided by financing was
$44.0 million for the first nine months of 1995, which included
$123.1 million from the sale of stock, offset by $78.4 million of net
equity transactions with Boise Cascade Corporation.
The majority of the Company's 1996 acquisitions have been completed for
cash, resulting in higher outstanding balances under the Company's
revolving credit agreement and short-term borrowing capacity. The increase
in borrowings has caused interest expense to increase for both the three
and nine month periods of 1996.
Business Outlook
The Company's multifaceted growth strategy, including its acquisition
program, has been very successful in recent quarters. The Company believes
that this growth strategy will continue to be successful, but the year-to-
year and quarter-to-quarter results of this strategy will depend, in part,
on market conditions outside the Company's control. In addition, the pace
of the Company's acquisition program will reflect the extent of
economically acceptable opportunities available to the Company.
The Company is a major distributor of office products, including various
office papers. It is uncertain to what extent or when paper prices might
significantly rise or fall and what favorable or adverse impact those
changes might have on the Company's sales and margins.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, for information concerning legal proceedings.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
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) No reports on Form 8-K were filed during the quarter for which
this report is filed.
<PAGE>
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
OFFICE PRODUCTS CORPORATION
As Duly Authorized Officer and
Chief Accounting Officer: /s/Darrell R. Elfeldt
Darrell R. Elfeldt
Vice President and Controller
Date: November 12, 1996
<PAGE>
BOISE CASCADE OFFICE PRODUCTS CORPORATION
INDEX TO EXHIBITS
Filed With the Quarterly Report on Form 10-Q
for the Quarter Ended September 30, 1996
Number Description Page Number
11 Computation of Per Share Earnings
27 Financial Data Schedule
Exhibit 11
Boise Cascade Office Products Corporation
Computation of Per Share Earnings
September 30
Three Nine
Months Ended Months Ended
1996 1995 1996 1995
(expressed in thousands,
except per-common-share amounts)
Income per common share $ .19 $ .20 $ .66 $ .46
Average shares 62,450 61,570 62,372 61,449(1)
Primary earnings per share $ .19 $ .20 $ .65 $ .46
Average shares 63,076 61,608 63,103 61,462(1)
Fully diluted earnings per share $ .19 $ .20 $ .65 $ .46
Average shares 63,101 61,623 63,129 61,467(1)
(1) Pro forma shares.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The data schedule contains summary financial information extracted from Boise
Cascade Office Products Corporation's Balance Sheet at September 30, 1996, and
from its Statement of Income for the nine months ended September 30, 1996. The
information presented is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
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0
0
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</TABLE>
