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 June 30, 1998
( ) 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
State of Incorporation IRS Employer Identification No.
Delaware 82-0477390
800 West Bryn Mawr Avenue
Itasca, Illinois 60143
(630) 773 - 5000
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 July 31, 1998
Common Stock, $.01 par value 65,757,558
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
STATEMENTS OF INCOME
(expressed in thousands, except share information)
(unaudited)
Three Months Ended June 30
1998 1997
Net sales $ 732,863 $ 600,470
Cost of sales, including purchases
from Boise Cascade Corporation
of $67,958 and $58,165 544,554 451,755
__________ __________
Gross profit 188,309 148,715
__________ __________
Selling and warehouse operating
expense 141,674 112,806
Corporate general and administrative
expense, including amounts paid
to Boise Cascade Corporation
of $643 and $651 13,375 9,369
Goodwill amortization 3,025 2,333
__________ __________
158,074 124,508
__________ __________
Income from operations 30,235 24,207
__________ __________
Interest expense 6,885 4,071
Other income, net 211 84
__________ __________
Income before income taxes 23,561 20,220
Income tax expense 9,833 8,508
__________ __________
Net income $ 13,728 $ 11,712
Earnings per share-basic $ .21 $ .18
Earnings per share-diluted $ .21 $ .18
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
STATEMENTS OF INCOME
(expressed in thousands, except share information)
(unaudited)
Six Months Ended June 30
1998 1997
Net sales $1,492,671 $1,198,341
Cost of sales, including purchases
from Boise Cascade Corporation
of $135,202 and $106,206 1,108,784 898,754
___________ ___________
Gross profit 383,887 299,587
___________ ___________
Selling and warehouse operating
expense 285,609 223,979
Corporate general and administrative
expense, including amounts paid
to Boise Cascade Corporation
of $1,287 and $1,294 25,812 18,579
Goodwill amortization 6,195 4,527
___________ ___________
317,616 247,085
___________ ___________
Income from operations 66,271 52,502
___________ ___________
Interest expense 13,350 7,146
Other income, net 879 133
___________ ___________
Income before income taxes 53,800 45,489
Income tax expense 22,483 18,868
___________ ___________
Net income $ 31,317 $ 26,621
Earnings per share-basic $ .48 $ .42
Earnings per share-diluted $ .48 $ .42
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
BALANCE SHEETS
(expressed in thousands)
(unaudited)
June 30 December 31
ASSETS 1998 1997 1997
Current
Cash and cash equivalents $ 37,566 $ 37,516 $ 28,755
Receivables, less allowances
of $7,821, $4,213, and $7,591 371,392 296,506 357,321
Inventories 191,267 176,666 197,990
Deferred income tax benefits 17,820 14,816 14,223
Other 22,509 20,289 23,808
___________ ___________ ___________
640,554 545,793 622,097
___________ ___________ ___________
Property
Land 27,321 21,258 28,913
Buildings and improvements 140,029 97,246 127,430
Furniture and equipment 195,784 160,307 175,778
Accumulated depreciation (145,251) (123,814) (129,951)
___________ ___________ ___________
217,883 154,997 202,170
___________ ___________ ___________
Goodwill, net of amortization
of $30,886, $17,668, and $24,019 437,742 337,565 438,830
Other assets 34,727 23,575 28,391
___________ ___________ ___________
Total assets $1,330,906 $1,061,930 $1,291,488
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
BALANCE SHEETS
(expressed in thousands, except share information)
(unaudited)
June 30 December 31
LIABILITIES AND SHAREHOLDERS' EQUITY 1998 1997 1997
Current
Notes payable $ 82,200 $ 53,200 $ 23,300
Current portion of long-term debt 2,332 90 2,917
Accounts payable
Trade and other 245,328 192,908 238,773
Boise Cascade Corporation 25,639 30,943 42,097
___________ ___________ ___________
270,967 223,851 280,870
___________ ___________ ___________
Accrued liabilities
Compensation and benefits 29,516 23,246 30,717
Income taxes payable - 8,359 3,370
Taxes, other than income 18,751 8,249 18,718
Other 45,620 33,664 30,848
___________ ___________ ___________
93,887 73,518 83,653
___________ ___________ ___________
449,386 350,659 390,740
___________ ___________ ___________
Other
Long-term debt, less current portion 307,126 240,013 357,595
Other 33,493 36,017 37,518
___________ ___________ ___________
340,619 276,030 395,113
___________ ___________ ___________
Shareholders' equity
Common stock, $.01 par value,
200,000,000 shares authorized;
65,757,558, 62,933,481, and
65,588,258 shares issued and
outstanding at each period 658 629 656
Additional paid-in capital 359,311 309,529 356,599
Retained earnings 186,729 125,149 155,412
Accumulated other comprehensive
income (loss) (5,797) (66) (7,032)
___________ ___________ ___________
Total shareholders' equity 540,901 435,241 505,635
___________ ___________ ___________
Total liabilities and
shareholders' equity $1,330,906 $1,061,930 $1,291,488
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(expressed in thousands)
(unaudited)
Six Months Ended June 30
1998 1997
Cash provided by (used for) operations
Net income $ 31,317 $ 26,621
Items in income not using (providing) cash
Depreciation and amortization 23,791 17,758
Deferred income taxes (5,678) (2,046)
Receivables (12,532) 10,445
Inventories 7,912 10,002
Accounts payable and accrued liabilities 506 (6,845)
Current and deferred income taxes (3,333) (1,118)
Other, net 3,259 (4,166)
__________ __________
Cash provided by operations 45,242 50,651
__________ __________
Cash used for investment
Expenditures for property and equipment (32,401) (30,285)
Acquisitions (4,042) (99,694)
Other, net (10,119) (12,543)
__________ __________
Cash used for investment (46,562) (142,522)
__________ __________
Cash provided by (used for) financing
Additions to (payments of) long-term debt (51,043) 100,000
Notes payable 58,900 16,500
Other, net 2,274 125
__________ __________
Cash provided by financing 10,131 116,625
__________ __________
Increase in cash and cash equivalents 8,811 24,754
Balance at beginning of the period 28,755 12,762
__________ __________
Balance at June 30 $ 37,566 $ 37,516
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(unaudited)
(1) ORGANIZATION AND BASIS OF PRESENTATION. Boise Cascade Office Products
Corporation (together with its subsidiaries, "the Company" or "we"),
headquartered in Itasca, Illinois, is a distributor of products for the
office through its contract stationer and direct marketing channels.
At June 30, 1998, Boise Cascade Corporation owned approximately
81% of our outstanding common stock.
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. We have
prepared the statements 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 our 1997 Annual
Report.
(2) EARNINGS PER SHARE. Basic earnings per share for the three and six
months ended June 30, 1998 and 1997, were computed by dividing
net income by the weighted average number of shares of common stock
outstanding for the periods. Diluted earnings per share for the
three and six months ended June 30, 1998 and 1997, include the
weighted average impact of stock options assumed exercised using the
treasury method. Earnings per share is computed independently for
each period. As a result, the total of the per share results for the
first two quarters of 1997 does not equal the per share results for the
six months ended June 30, 1997.
In 1997, we adopted Statement of Financial Accounting Standards No. 128
(SFAS 128), "Earnings Per Share." Earnings per share for 1997 have been
restated to reflect SFAS 128.
(3) COMPREHENSIVE INCOME (LOSS). Comprehensive income (loss) for the
periods include the following:
Three Months Ended Six Months Ended
June 30 June 30
1998 1997 1998 1997
(expressed in thousands)
Net income $13,728 $11,712 $ 31,317 $ 26,621
Other comprehensive
income (loss)
Cumulative foreign
currency translation
adjustment, net of
income taxes (479) (91) 1,235 (1,562)
________ ________ _________ _________
Comprehensive income,
net of income taxes $13,249 $11,621 $ 32,552 $ 25,059
Accumulated other comprehensive income (loss) for each period was as
follows:
June 30 December 31
1998 1997 1997
(expressed in thousands)
Balance at beginning of period:
Minimum pension liability
adjustment, net of income taxes $ (417) $ (24) $ (24)
Cumulative foreign currency
translation adjustment, net of
income taxes (6,615) 1,520 1,520
Changes within periods:
Minimum pension liability
adjustment, net of income taxes - - (393)
Cumulative foreign currency
translation adjustment, net
of income taxes 1,235 (1,562) (8,135)
_________ _________ _________
Balance at end of period $ (5,797) $ (66) $ (7,032)
(4) DEFERRED SOFTWARE COSTS. We defer purchased and internally developed
software and related installation costs for computer systems that are
used in our business. Deferral of costs begins when technological
feasibility of the project has been established and it is determined
that the software will benefit future years. These costs are amortized
on the straight-line method over a maximum of five years or the useful
life of the product, whichever is less. If the useful life of the
product is shortened, the amortization period is adjusted. "Other
assets" in the Balance Sheets includes deferred software costs of
$21.9 million, $12.8 million, and $17.5 million at June 30, 1998 and
1997, and December 31, 1997.
(5) DEBT. On June 26, 1997, we entered into a $450 million revolving credit
agreement with a group of banks that expires on June 29, 2001, and
provides for variable rates of interest based on customary indices. It
contains customary restrictive financial and other covenants, including
a negative pledge and covenants specifying a minimum fixed charge
coverage ratio and a maximum leverage ratio. We may, subject to the
covenants contained in the credit agreement and to market conditions,
refinance existing debt or raise additional funds through the agreement
and through other external debt or equity financings in the future.
At June 30, 1998, borrowing under the revolving credit agreement was
$140.0 million.
In addition to the amount outstanding under the revolving credit
agreement, we had $82.2 million and $53.2 million of short-term notes
payable at June 30, 1998 and 1997. The maximum amount of short-term
notes payable during the six months ended June 30, 1998 and 1997,
was $116.6 million and $294.8 million. The average amount of short-term
notes payable during the six months ended June 30, 1998 and 1997,
was $75.7 million and $37.9 million. The weighted average interest
rates for these borrowings was 5.9% and 5.8% for the periods.
We filed a registration statement with the Securities and Exchange
Commission to register $300 million of shelf capacity for debt
securities. The effective date of the filing was April 22, 1998. On
May 12, 1998, we issued $150.0 million of 7.05% Notes under this
registration statement. The Notes are due May 15, 2005. Proceeds
from the issuance were used to repay borrowings under our
revolving credit agreement. We have $150.0 million of shelf capacity
remaining under this registration statement. In December 1997, we
entered into agreements to hedge against a rise in Treasury rates.
We entered into the transactions in anticipation of our issuance of
these debt securities. The hedge agreements had a notional amount of
$70 million. The settlement rate, based on the yield on 10-year U.S.
Treasury bonds, was less than the agreed upon initial rate, and we
made a cash payment of $0.6 million. The amount paid will be recognized
as an increase in interest expense over the life of the debt securities
issued.
Cash payments for interest were $14.1 million and $7.6 million for the
six months ended June 30, 1998 and 1997.
(6) TAXES. The estimated tax provision rate for the first six months of
1998 was 42.0%, compared with a tax provision rate of 41.5% for the same
period in the prior year. The increase is primarily the result of
increased nondeductible goodwill and foreign income taxed at a higher
rate.
For the six months ended June 30, 1998 and 1997, we paid income
taxes, net of refunds received, of $28.5 million and $20.6 million.
(7) ACQUISITIONS. During the first six months of 1998 we completed two
acquisitions, and during the first six months of 1997 we completed
six acquisitions, all of 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 our operations
subsequent to the dates of acquisition.
On January 12, 1998, we acquired the direct marketing business of
Fidelity Direct, based in Minneapolis, Minnesota. On February 28,
1998, we acquired the direct marketing business of Sistemas Kalamazoo,
based in Vizcaya, Spain. These transactions were completed for cash of
$4.0 million, debt assumed of $0.2 million, and the recording of
$3.8 million of acquisition liabilities.
On January 31, February 28, and April 17, 1997, we acquired contract
stationer businesses in Montana, Florida, and the United Kingdom. On
April 30 and May 30, 1997, we acquired computer consumables businesses
in North Carolina and Canada. On May 31, 1997, we acquired the
promotional products business of OstermanAPI, Inc., based in Maumee,
Ohio. In conjunction with the acquisition of Osterman, we formed a
majority-owned subsidiary, Boise Marketing Services, Inc. ("BMSI"), of
which we own 88%. Our previously acquired promotional products company,
OWNCO, also became part of BMSI. Also in January 1997, we completed
a joint venture with Otto Versand to direct market office products in
Europe. These transactions, including the joint venture and the
formation of the majority-owned promotional products subsidiary, were
completed for cash of $99.7 million, $2.9 million of our common stock,
and the recording of $14.2 million of acquisition liabilities.
On July 7, 1997, we acquired 100% of the shares of Jean-Paul Guisset
S.A. ("JPG"), a French corporation. JPG is a direct marketer of office
products in France. The negotiated purchase price was FF850.0 million
(US$144.0 million) plus a price supplement payable in the year 2000, if
certain earnings and sales growth targets are reached. No liability has
been recorded for the price supplement as the amount of payment, if any,
is not assured beyond a reasonable doubt. In addition to the cash paid,
we recorded US$5.8 million of acquisition liabilities and assumed
US$10.1 million of long-term debt.
Unaudited pro forma results of operations reflecting the acquisitions
would have been as follows. If the 1998 acquisitions had occurred
January 1, 1998, sales for the first six months of 1998 would have
remained $1.5 billion, net income would have increased to $31.4
million, and basic earnings per share would have remained $.48.
If the 1998 and 1997 acquisitions had occurred January 1, 1997, sales
for the first six months of 1997 would have increased to $1.3 billion,
net income would have increased to $26.8 million, and basic earnings per
share would have remained $.42. This unaudited pro forma financial
information does not necessarily represent the actual results of
operations that would have occurred if the acquisitions had taken
place on the dates assumed.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Three Months Ended June 30, 1998, Compared with Three Months Ended
June 30, 1997
Results of Operations
Net sales in the second quarter of 1998 increased 22% to $732.9 million,
compared with $600.5 million in the second quarter of 1997. The growth in
sales resulted from both acquisitions and same-location sales growth. Same-
location sales increased 11% in the second quarter of 1998, compared with
the second quarter of 1997.
Cost of sales, which includes the cost of merchandise sold and delivery and
occupancy costs, increased to $544.6 million in the second quarter of 1998,
which was 74.3% of net sales. This compares with $451.8 million reported in
the same period of the prior year, which represented 75.2% of net sales.
Gross profit as a percentage of net sales was 25.7% and 24.8% for the second
quarters of 1998 and 1997. Gross profit increased in the second quarter of
1998 primarily because of improvements in our domestic contract stationer
gross margins and the gross margin contributions from our foreign direct
marketing acquisitions.
Operating expense was 21.6% of net sales in the second quarter of 1998,
compared with 20.7% in the second quarter of 1997. The increase was due,
in part, to our direct marketing acquisitions, which have both higher gross
margins and higher operating expenses. Direct marketing acquisitions made in
the last half of 1997 increased our cost average compared to the prior year.
Within the operating expense category, selling and warehouse operating
expense was 19.3% of net sales in the second quarter of 1998, compared with
18.8% in the second quarter of 1997. Corporate general and administrative
expense was 1.8% of net sales in the second quarter of 1998, compared with
1.6% in 1997. Goodwill amortization increased to $3.0 million in the second
quarter of 1998, compared with $2.3 million in the second quarter of 1997.
The increase in goodwill amortization was the result of recording goodwill
arising from our acquisitions.
As a result of the factors discussed above, income from operations in the
second quarter of 1998 increased to $30.2 million, or 4.1% of net sales,
compared to our second quarter 1997 operating income of $24.2 million, or
4.0% of net sales.
Interest expense was $6.9 million in the second quarter of 1998, compared
with $4.1 million in the second quarter of 1997. The increase in interest
expense resulted primarily from debt incurred in conjunction with our
acquisition and capital spending programs. The increase also was due to our
issuance of $150.0 million of 7.05% Notes in May 1998, which have a slightly
higher interest rate than our revolving credit agreement and short-term notes
payable.
Net income in the second quarter of 1998 increased to $13.7 million, or 1.9%
of net sales, compared with $11.7 million , or 2.0% of net sales in the same
period of the prior year.
Six Months Ended June 30, 1998, Compared with Six Months Ended June 30, 1997
Net sales for the six months ended June 30, 1998, increased 25% to $1.5
billion, compared with $1.2 billion a year ago. The increase was due to a
combination of acquisitions and same-location sales growth. Same-location
sales increased 12% year to year.
Cost of sales, which includes the cost of merchandise sold, and delivery and
occupancy costs, increased to $1.1 billion for the six months ended June 30,
1998, which was 74.3% of net sales. This compares with $898.8 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 25.7% and 25.0% for the
first six months of 1998 and 1997. The increase was primarily due to
increases in our domestic contract stationer and direct marketing gross
margins, offset slightly by lower margins in our other businesses.
Operating expense was 21.3% of net sales for the first six months of 1998,
compared with 20.6% in the same period of the prior year. This increase
resulted, in part, from our direct marketing acquisitions , which
have both higher gross margins and higher operating expenses. Direct
marketing acquisitions made in the last half of 1997 increased our cost
average compared to the prior year. Within the operating expense category,
selling and warehouse operating expense was 19.1% of net sales for the first
six months of 1998, compared with 18.7% in 1997. Corporate general and
administrative expense was 1.7% of net sales for the first six months of
1998, compared with 1.6% in 1997. Goodwill amortization increased to $6.2
million for the first six months of 1998, compared with $4.5 million in 1997.
The increase in goodwill amortization was the result of recording goodwill
arising from our acquisitions.
As a result of the factors discussed above, income from operations for the
first six months of 1998 increased to $66.3 million, or 4.4% of net sales,
compared with 1997 operating income of $52.5 million, or 4.4% of net sales.
Interest expense was $13.4 million for the first six months of 1998, compared
with $7.1 million in 1997. The increase in interest expense resulted
primarily from debt incurred in conjunction with our acquisition and capital
spending programs. The increase also was due to our issuance of
$150.0 million of 7.05% Notes in May 1998, which have a slightly higher
interest rate than our revolving credit agreement and short-term notes
payable.
Net income for the first six months of 1998 increased to $31.3 million, or
2.1% of net sales, compared with $26.6 million, or 2.2% of net sales, in the
same period of the prior year.
Liquidity and Capital Resources
Our principal requirements for cash have been to make acquisitions, fund
technology development and working capital needs, upgrade and expand
our facilities at existing locations, and open new distribution centers. The
execution of our strategy for growth, including acquisitions, technology
developments, and the relocation of several existing distribution centers
into new and larger facilities, is expected to require capital outlays over
the next several years.
To finance our capital requirements, we expect to rely upon funds from a
combination of sources. In addition to cash flow from operations, we have a
$450 million revolving credit agreement that expires in 2001 and provides for
variable rates of interest based on customary indices. The 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 fixed charge coverage ratio and a
maximum leverage ratio. At June 30, 1998, $140.0 million was outstanding
under this agreement. We may, subject to the covenants contained in the
credit agreement and to market conditions, refinance existing debt or raise
additional funds through the agreement and through other external debt or
equity financings in the future.
In addition to the amount outstanding under the revolving credit agreement,
we had short-term notes payable of $82.2 million at June 30, 1998. The
maximum amount of short-term notes payable during the six months ended
June 30, 1998, was $116.6 million. The average amount of short-term notes
payable during the six months ended June 30, 1998, was $75.7 million. The
weighted average interest rate for these borrowings was 5.9%
We filed a registration statement with the Securities and Exchange Commission
to register $300 million of shelf capacity for debt securities. The
effective date of the filing was April 22, 1998. On May 12, 1998, we issued
$150.0 million of 7.05% Notes under this registration statement. The Notes
are due May 15, 2005. Proceeds from the issuance were used to repay
borrowings under our revolving credit agreement. We have $150.0 million of
shelf capacity remaining under this registration statement.
In June 1996, we filed a registration statement with the Securities and
Exchange Commission for 4.4 million shares of common stock to be offered from
time to time in connection with future acquisitions. As of June 30, 1998,
3.5 million shares remained unissued under this registration statement.
On September 25, 1997, we issued 2.25 million shares of common stock at
$21.55 per share to Boise Cascade Corporation for total proceeds of $48.5
million. At June 30, 1998, Boise Cascade Corporation owned 81.2% of our
outstanding common stock.
Net cash provided by operations in the first six months of 1998 was $45.2
million. This was the result of $49.4 million of net income, depreciation
and amortization, and other noncash items, offset by a $4.2 million increase
in working capital. Net cash used for investment in the first six months of
1998 was $46.6 million, which included $32.4 million of expenditures for
property and equipment, and $4.0 million for acquisitions. Net cash provided
by financing was $10.1 million for the first six months of 1998, resulting
primarily from borrowings we made to fund technology developments and
facility relocations.
Net cash provided by operations in the first six months of 1997 was $50.7
million. This was primarily the result of $42.3 million of net income,
depreciation and amortization, and other noncash items, and an $8.3 million
decrease in working capital. Net cash used for investment in the first six
months of 1997 was $142.5 million, which included $30.3 million of
expenditures for property and equipment, and $99.7 million for acquisitions.
Net cash provided by financing was $116.6 million for the first six months of
1997, resulting primarily from borrowings we made to fund acquisitions.
The majority of our 1998 and 1997 acquisitions have been completed for cash,
resulting in higher outstanding balances under our credit agreement and
short-term borrowing capacity. The increase in borrowings has caused
interest expense to increase for the first six months of 1998 compared to the
same period of 1997.
New Accounting Standards
In 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information." This
Statement establishes standards for the way that public business enterprises
report information about operating segments in annual financial statements
and requires that those enterprises report selected information about
operating segments in interim financial reports issued to shareholders. We
are still evaluating what impact, if any, this Statement will have on us. We
will adopt this Statement at year-end 1998. Adoption of this Statement will
have no impact on net income.
In March 1998, the American Institute of Certified Public Accountants (AICPA)
issued Statement of Position 98-1 (SOP 98-1), "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." This SOP is
effective for financial statements for fiscal years beginning after
December 31, 1998, with earlier application encouraged. We currently account
for software costs generally in accordance with this SOP.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This
Statement establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value. This Statement is effective for fiscal
quarters of fiscal years beginning after June 15, 1999. We plan to adopt
this Statement in the first quarter of 2000. We are in the process of
reviewing this new Statement. We historically have only used derivative
financial instruments in connection with foreign exchange or interest rate
risks related to specific transactions and not for speculative purposes. As
our international operations expand, we will continue to evaluate the related
foreign currency risks; but at this time, adoption of this Statement is not
expected to have a significant impact on our results of operations or
financial position.
Year 2000 Computer Issue
Many computer systems in use today were designed and developed using two
digits, rather than four, to specify the year. As a result, such systems
will recognize the year 2000 as "00." This could cause many computer
applications to fail completely or to create erroneous results unless
corrective measures are taken. We utilize software and related computer
technologies that will be affected by this issue. We are currently
implementing, or planning to implement, several computer system replacements
or upgrades before the year 2000, all of which will be year 2000 compliant.
Most of the costs associated with these replacements and upgrades have been
or will be deferred. (See Note 4 in "Notes to Quarterly Financial
Statements.") We have evaluated what actions will be necessary to make our
remaining computer systems year 2000 compliant and expect to complete all
necessary changes by year-end 1999. The expense associated with these
actions is expected to total $4.0 million to $5.0 million, with the majority
being spent during 1997 and 1998. We have discussed this issue with our
significant suppliers and large customers to determine the extent to which we
could be affected if their systems are not year 2000 compliant. While there
can be no guarantee that systems of other companies will be year 2000
compliant before the year 2000, we currently do not expect any material
adverse effects to the Company.
Business Outlook
We expect our cross-selling efforts in furniture, computer-related
consumables, promotional products, and office papers to result in additional
sales to our existing customers. We also expect to grow sales by developing
business with new customers. The pace of our revenue growth will partially
depend on the success of these initiatives. It will also depend, in part, on
our plans to make further acquisitions in the U.S. and internationally. Our
level of future acquisition activity will reflect the extent of economically
acceptable opportunities available to us.
Our gross margins and operating expense ratios vary among our product
categories, distribution channels, and geographic locations. As a result, we
expect fluctuations in these ratios as our sales mix evolves over time.
Office papers and converted paper products represent a significant portion of
our sales. It is unclear to what extent or when prices might significantly
rise or fall and what favorable or adverse impact those changes might have on
our future financial results.
Risk Factors Associated With Forward Looking Statements
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, continued same-location
sales growth; the timing and amount of any paper price changes; the changing
mix of products sold to our customers; the pace and success of our
acquisition program; the timing and success of efforts to make systems
year 2000 compliant; the success of cost structure improvements; the success
of new product line introductions; the uncertainties of expansion into
international markets, including currency exchange rates, legal and
regulatory requirements, and other factors; and competitive and general
economic conditions.
Item 3. Quantitative and Qualitative Disclosures About Market Risks
Changes in interest rates and currency rates expose us to financial market
risks. To date, these risks have not been significant and are not expected to
be so in the near term. Changes in our debt and our continued international
expansion could increase these risks. To manage volatility relating to these
risks, we may enter into various derivative transactions such as interest
rate swaps, rate hedge agreements, and forward exchange contracts. We do not
use derivative financial instruments for trading purposes.
In December 1997, we entered into agreements to hedge against a rise in
Treasury rates. We entered into the transactions in anticipation of our
issuance of debt securities in the first half of 1998. The hedge agreements
had a notional amount of $70 million and were settled with our issuance of
debt securities on May 12, 1998. The settlement rate, based on the yield on
10-year U.S. Treasury bonds, was less than the agreed upon initial rate, and
we made a cash payment of $0.6 million. The amount paid will be recognized
as an increase in interest expense over the life of the debt securities
issued.
Our operations in Australia, Canada, France, Germany, Spain, and the United
Kingdom are denominated in currencies other than U.S. dollars. Each of our
operations conducts substantially all of its business in its local currency
with minimal cross-border product movement. As a result, these operations
are not subject to material operational risks associated with fluctuations in
exchange rates. Furthermore, our results of operations were not materially
impacted by the translation of our other operations' currencies into U.S.
dollars. Because we intend to expand the size and scope of our international
operations, this exposure to fluctuations in exchange rates may increase.
Accordingly, no assurance can be given that our future results of operations
will not be adversely affected by fluctuations in foreign currency exchange
rates. Although we currently are not engaged in any foreign currency hedging
activities, we may consider doing so in the future. Such future hedges would
be intended to minimize the effects of foreign exchange rate fluctuations on
our investment and would not be done for speculative purposes.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not currently involved in any legal or administrative
proceedings that it believes could have, either individually or in the
aggregate, a material adverse effect on its business or financial condition.
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
The Company held its annual shareholders meeting on April 21, 1998. A total
of 65,649,758 shares of common stock was outstanding and entitled to vote at
the meeting. Of the total outstanding, 64,375,343 shares were represented at
the meeting and 1,274,415 shares were not voted.
Shareholders cast votes for the election of the following directors whose
terms expire in 2001:
In Favor Withheld
John B. Carley 63,002,831 1,372,512
George J. Harad 62,962,081 1,413,262
Christopher C. Milliken 62,976,164 1,399,179
Continuing in office are James G. Connelly III and Peter G. Danis Jr., whose
terms expire in 2000, and Theodore Crumley and A. William Reynolds, whose
terms expire in 1999.
The shareholders also ratified the appointment of Arthur Andersen LLP, as the
Company's independent auditors for the year 1998 with votes cast 64,245,665
for, 102,870 against, and 26,808 abstained.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Required exhibits are listed in the Index to Exhibits and are
incorporated by reference.
(b) No Form 8-K's were filed during the quarter covered by this
report.
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: August 11, 1998
BOISE CASCADE OFFICE PRODUCTS CORPORATION
INDEX TO EXHIBITS
Filed With the Quarterly Report on Form 10-Q
for the Quarter Ended June 30, 1998
Number Description Page
11 Computation of Per Share Earnings
27 Financial Data Schedule
EXHIBIT 11
BOISE CASCADE OFFICE PRODUCTS CORPORATION
COMPUTATION OF PER SHARE EARNINGS
(in thousands, except share information)
For the Three Months For the Six Months
Ended June 30 Ended June 30
1998 1997 1998 1997
BASIC EARNINGS PER SHARE
Net income $ 13,728 $ 11,712 $ 31,317 $ 26,621
Shares of Common Stock:
Weighted average
shares outstanding 65,723,455 62,922,046 65,671,396 62,883,222
Effect of contingent
shares 19,428 453,688 23,780 455,891
65,742,883 63,375,734 65,695,176 63,339,113
Basic earnings
per share (1) $ .21 $ .18 $ .48 $ .42
DILUTED EARNINGS PER SHARE
Net income $ 13,728 $ 11,712 $ 31,317 $ 26,621
Shares of Common Stock:
Weighted average
shares outstanding 65,723,455 62,922,046 65,671,396 62,883,222
Effect of options 81,280 102,149 86,908 122,288
Effect of contingent
shares 19,428 453,688 23,780 455,891
__________ __________ __________ __________
65,824,163 63,477,883 65,782,084 63,461,401
Diluted earnings
per share (1) $ .21 $ .18 $ .48 $ .42
(1) In 1997, we adopted Statement of Financial Accounting
Standards No. 128 (SFAS 128), "Earnings Per Share." Earnings
per share for 1997 have been restated to reflect SFAS 128. The
impact of the adoption was to reduce basic earnings per share
by $.01.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The data schedule contains summary financial information extracted from Boise
Cascade Office Products Corporation's Balance Sheet at June 30, 1998, and
from its Statement of Income for the six months ended June 30, 1998. The
information presented is qualified in its entirety by reference to such
financial statements.
</LEGEND>
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 37,566
<SECURITIES> 0
<RECEIVABLES> 379,213
<ALLOWANCES> 7,821
<INVENTORY> 191,267
<CURRENT-ASSETS> 640,554
<PP&E> 363,134
<DEPRECIATION> 145,251
<TOTAL-ASSETS> 1,330,906
<CURRENT-LIABILITIES> 449,386
<BONDS> 307,126
0
0
<COMMON> 658
<OTHER-SE> 540,243
<TOTAL-LIABILITY-AND-EQUITY> 1,330,906
<SALES> 1,492,671
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<CGS> 1,108,784
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<OTHER-EXPENSES> 317,616
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<NET-INCOME> 31,317
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