Delaware | 1-15399 | 36-4277050 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Item 2.02 | Results of Operations and Financial Condition. |
Item 9.01. Financial Statements and Exhibits. | |||
(D) | Exhibits | ||
99.1 | Fourth Quarter and Full Year 2013 Earnings Press Release dated February 11, 2014. |
PACKAGING CORPORATION OF AMERICA | ||||
(Registrant) | ||||
By: | /s/ MARK W. KOWLZAN | |||
Chief Executive Officer | ||||
By: | /s/ RICHARD B. WEST | |||
Senior Vice President and Chief Financial Officer |
WHAT: | Packaging Corporation of America’s 4th Quarter and Full Year 2013 Earnings |
WHEN: | Wednesday, February 12, 2014 |
NUMBER: | (855) 730-0288 (U.S. and Canada) or (832) 412-2295 (International) |
WEBCAST: | http://www.packagingcorp.com |
REBROADCAST DATES: | February 12, 2014 12:00 p.m. Eastern Time through |
REBROADCAST NUMBER: | (855) 859-2056 (U.S. and Canada) or (404) 537-3406 (International) |
Three Months Ended | Full Year Ended | |||||||||||||||
December 31 | December 31 | |||||||||||||||
2013 (1) | 2012 | 2013 (1) | 2012 | |||||||||||||
Net sales | $ | 1,264.4 | $ | 736.6 | $ | 3,665.3 | $ | 2,843.9 | ||||||||
Cost of sales | (1,006.8 | ) | (2) | (562.3 | ) | (2,806.1 | ) | (2) | (2,203.4 | ) | ||||||
Gross profit | 257.6 | 174.3 | 859.2 | 640.5 | ||||||||||||
Selling, general, and administrative expenses | (100.0 | ) | (72.3 | ) | (326.6 | ) | (280.8 | ) | ||||||||
Alternative energy tax credits | — | — | — | 95.5 | (8) | |||||||||||
Other expense, net | (36.5 | ) | (3) | (3.6 | ) | (3) | (59.0 | ) | (3)(6) | (11.8 | ) | (3) | ||||
Income from operations | 121.1 | 98.4 | 473.6 | 443.4 | ||||||||||||
Interest expense, net | (27.9 | ) | (4) | (9.4 | ) | (58.3 | ) | (4) | (62.9 | ) | (9) | |||||
Income before taxes | 93.2 | 89.0 | 415.3 | 380.5 | ||||||||||||
(Provision) benefit for income taxes | 133.8 | (5) | (28.0 | ) | (7) | 21.0 | (5) | (216.7 | ) | (7)(8) | ||||||
Net income | $ | 227.0 | $ | 61.0 | $ | 436.3 | $ | 163.8 | ||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 2.35 | $ | 0.63 | $ | 4.52 | $ | 1.70 | ||||||||
Diluted | $ | 2.33 | $ | 0.63 | $ | 4.47 | $ | 1.68 | ||||||||
Basic common shares outstanding | 96.7 | 96.3 | 96.6 | 96.4 | ||||||||||||
Diluted common shares outstanding | 97.6 | 97.4 | 97.5 | 97.5 | ||||||||||||
Supplemental financial information: | ||||||||||||||||
Capital spending | $ | 104.0 | $ | 34.1 | $ | 234.4 | $ | 128.5 | ||||||||
Cash balance | $ | 191.0 | $ | 207.4 | $ | 191.0 | $ | 207.4 |
(1) | On October 25, 2013, we acquired Boise Inc. (Boise). The 2013 consolidated earnings results include Boise for the period of October 25 through December 31, 2013. |
(2) | Generally accepted accounting principles required us to value the inventory from the acquisition of Boise at fair value. This reduced the profit on the sale of the acquired inventory to that portion attributable to the selling effort. This step-up resulted in $21.5 million of expense as the acquired inventory was sold and charged to cost of sales. |
(3) | The three and twelve months ended December 31, 2013, includes $15.8 million and $17.2 million, respectively, of acquisition-related costs. Both periods include $17.4 million of integration-related and other costs. These costs are primarily recorded in "Other expense, net". The three and twelve months ended December 31, 2012, includes $2.0 million of plant closure charges. |
(4) | The three and twelve months ended December 31, 2013, includes $7.8 million and $10.5 million, respectively, of expenses for financing the acquisition. In addition, both periods include $1.1 million of expense for the write-off of deferred financing costs. |
(5) | Includes $166.0 million of income tax benefits from the reversal of the reserves for unrecognized tax benefits from alternative energy tax credits. The IRS completed its audit of PCA's 2008 and 2009 Federal income tax returns and all claimed alternative energy tax credits were allowed. As a result, a $103.9 million reserve for the Filer City mill’s cellulosic biofuel tax credit was fully reversed. In addition, an IRS Chief Counsel Memorandum was published in the fourth quarter and resulted in the reversal of $62.1 million of reserves related to the taxability of alternative fuel mixture tax credits acquired in the acquisition of Boise. |
(6) | Includes $10.9 million of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan. |
(7) | Includes income of $3.4 million from state income tax adjustments. |
(8) | In the first quarter of 2012, the company amended its 2009 tax return to reduce the gallons claimed as cellulosic biofuel producer credits previously recorded as a tax benefit, and increase the gallons claimed for alternative fuel mixture credits previously recorded as income. The increase in gallons claimed as alternative fuel mixture credits resulted in income of $95.5 million, and the decrease in gallons claimed as cellulosic biofuel producer credits resulted in a decrease in tax benefits of $118.5 million, or a net charge of $23.0 million. |
(9) | Includes $24.8 million of debt refinancing charges. |
Three Months Ended | Full Year Ended | |||||||||||||||
December 31 | December 31 | |||||||||||||||
2013 (1) | 2012 | 2013 (1) | 2012 | |||||||||||||
Segment sales (2) | ||||||||||||||||
Packaging | $ | 1,030.8 | $ | 736.6 | $ | 3,431.7 | $ | 2,843.9 | ||||||||
Paper | 216.9 | — | 216.9 | — | ||||||||||||
Intersegment eliminations and other | 16.7 | — | 16.7 | — | ||||||||||||
$ | 1,264.4 | $ | 736.6 | $ | 3,665.3 | $ | 2,843.9 | |||||||||
Segment income (loss) (2) | ||||||||||||||||
Packaging | $ | 157.3 | $ | 109.0 | $ | 545.9 | $ | 389.7 | ||||||||
Paper | 13.5 | — | 13.5 | — | ||||||||||||
Corporate and Other | (49.7 | ) | (10.6 | ) | (85.8 | ) | 53.7 | |||||||||
Income from operations | 121.1 | 98.4 | 473.6 | 443.4 | ||||||||||||
Interest expense, net | (27.9 | ) | (9.4 | ) | (58.3 | ) | (62.9 | ) | ||||||||
Income before taxes | $ | 93.2 | $ | 89.0 | $ | 415.3 | $ | 380.5 | ||||||||
Segment income excluding special items (2)(3) | ||||||||||||||||
Packaging | $ | 176.7 | $ | 111.0 | $ | 576.2 | $ | 391.7 | ||||||||
Paper | 15.1 | — | 15.1 | — | ||||||||||||
Corporate and Other | (16.0 | ) | (10.6 | ) | (50.7 | ) | (41.8 | ) | ||||||||
$ | 175.8 | $ | 100.4 | $ | 540.6 | $ | 349.9 | |||||||||
EBITDA (2)(3) | ||||||||||||||||
Packaging | $ | 218.7 | $ | 152.0 | $ | 736.1 | $ | 559.1 | ||||||||
Paper | 22.6 | — | 22.6 | — | ||||||||||||
Corporate and Other | (48.2 | ) | (10.3 | ) | (83.3 | ) | 55.1 | |||||||||
$ | 193.1 | $ | 141.7 | $ | 675.4 | $ | 614.2 | |||||||||
EBITDA excluding special items (2)(3) | ||||||||||||||||
Packaging | $ | 238.1 | $ | 154.0 | $ | 766.4 | $ | 561.1 | ||||||||
Paper | 24.2 | — | 24.2 | — | ||||||||||||
Corporate and Other | (14.5 | ) | (10.3 | ) | (48.2 | ) | (40.4 | ) | ||||||||
$ | 247.8 | $ | 143.7 | $ | 742.4 | $ | 520.7 |
(1) | On October 25, 2013, we acquired Boise Inc. (Boise). The 2013 consolidated earnings results include Boise for the period of October 25 through December 31, 2013. |
(2) | Prior to the acquisition of Boise in fourth quarter 2013, we reported our results in one reportable segment. After the acquisition, we began reporting our business in three reportable segments: Packaging, Paper, and Corporate and Other. These segments represent distinct businesses that we manage separately because of differing products and services. For more information, see Note 19, Segment Information, of the Notes to Consolidated Financial Statements in our 2013 Form 10-K which we plan to file on or about February 28, 2014. |
(3) | Segment income excluding special items, earnings before interest, income taxes, and depreciation, amortization, and depletion (EBITDA), and EBITDA excluding special items are non-GAAP financial measures. We present these measures because they provide a means to evaluate the performance of our segments and our company on an ongoing basis using the same measures that are used by our management and because these measures are frequently used by investors and other interested parties in the evaluation of companies and the performance of their segments. The tables included in "Reconciliation of Non-GAAP Financial Measures" reconcile the non-GAAP measures with the most directly comparable GAAP measures. Any analysis of non-GAAP financial measures should be done only in conjunction with results presented in accordance with GAAP. The non-GAAP measures are not intended to be substitutes for GAAP financial measures and should not be used as such. |
Three Months Ended | Year Ended | |||||||||||||||
December 31 | December 31 | |||||||||||||||
2013 (1) | 2012 | 2013 (1) | 2012 | |||||||||||||
Packaging | ||||||||||||||||
Segment income (2) | $ | 157.3 | $ | 109.0 | $ | 545.9 | $ | 389.7 | ||||||||
Acquisition inventory step-up | 18.0 | — | 18.0 | — | ||||||||||||
Integration-related and other costs | 1.4 | — | 1.4 | — | ||||||||||||
Pension curtailment charge | — | — | 10.9 | — | ||||||||||||
Plant closure charges | — | 2.0 | — | 2.0 | ||||||||||||
Segment income excluding special items (3) | $ | 176.7 | $ | 111.0 | $ | 576.2 | $ | 391.7 | ||||||||
Paper | ||||||||||||||||
Segment income (2) | $ | 13.5 | $ | — | $ | 13.5 | $ | — | ||||||||
Acquisition inventory step-up | 3.5 | — | 3.5 | — | ||||||||||||
Integration-related and other costs | (1.9 | ) | — | (1.9 | ) | — | ||||||||||
Segment income excluding special items (3) | $ | 15.1 | $ | — | $ | 15.1 | $ | — | ||||||||
Corporate and Other | ||||||||||||||||
Segment income (loss) (2) | $ | (49.7 | ) | $ | (10.6 | ) | $ | (85.8 | ) | $ | 53.7 | |||||
Acquisition-related costs | 15.8 | — | 17.2 | — | ||||||||||||
Integration-related and other costs | 17.9 | — | 17.9 | — | ||||||||||||
Alternative energy tax credits | — | — | — | (95.5 | ) | |||||||||||
Segment income excluding special items (3) | $ | (16.0 | ) | $ | (10.6 | ) | $ | (50.7 | ) | $ | (41.8 | ) | ||||
Income from operations | $ | 121.1 | $ | 98.4 | $ | 473.6 | $ | 443.4 | ||||||||
Income from operations, excluding special items (3) | $ | 175.8 | $ | 100.4 | $ | 540.6 | $ | 349.9 |
(1) | On October 25, 2013, we acquired Boise Inc. (Boise). The 2013 consolidated earnings results include Boise for the period of October 25 through December 31, 2013. |
(2) | Prior to the acquisition of Boise in fourth quarter 2013, we reported our results in one reportable segment. After the acquisition, we began reporting our business in three reportable segments: Packaging, Paper, and Corporate and Other. These segments represent distinct businesses that we manage separately because of differing products and services. For more information, see Note 19, Segment Information, of the Notes to Consolidated Financial Statements in our 2013 Form 10-K which we plan to file on or about February 28, 2014. |
(3) | Segment income excluding special items is a non-GAAP financial measure. We present this measure because it provides a means to evaluate the performance of our segments and our company on an ongoing basis using the same measure that is used by our management and because this measure is frequently used by investors and other interested parties in the evaluation of companies and the performance of their segments. The tables included in "Reconciliation of Non-GAAP Financial Measures" reconcile the non-GAAP measure with the most directly comparable GAAP measure. Any analysis of non-GAAP financial measures should be done only in conjunction with results presented in accordance with GAAP. The non-GAAP measure is not intended to be a substitute for GAAP financial measures and should not be used as such. |
Three Months Ended December 31 | ||||||||||||||||
2013 (2) | 2012 | |||||||||||||||
Net Income | Diluted EPS | Net Income | Diluted EPS | |||||||||||||
As reported | $ | 227.0 | $ | 2.33 | $ | 61.0 | $ | 0.63 | ||||||||
Special items (3): | ||||||||||||||||
Alternative energy tax credits | (166.0 | ) | (1.70 | ) | — | — | ||||||||||
Acquisition-related costs | 10.0 | 0.10 | — | — | ||||||||||||
Acquisition-related financing costs | 5.6 | 0.06 | — | — | ||||||||||||
Acquisition inventory step-up | 13.6 | 0.14 | — | — | ||||||||||||
Integration-related and other costs | 11.0 | 0.11 | — | — | ||||||||||||
State income tax adjustments | — | — | (3.4 | ) | (0.03 | ) | ||||||||||
Plant closure charges | — | — | 1.4 | 0.01 | ||||||||||||
Total special items | (125.8 | ) | (1.29 | ) | (2.0 | ) | (0.02 | ) | ||||||||
Excluding special items | $ | 101.2 | $ | 1.04 | $ | 59.0 | $ | 0.61 |
Full Year Ended December 31 | ||||||||||||||||
2013 (2) | 2012 | |||||||||||||||
Net Income | Diluted EPS | Net Income | Diluted EPS | |||||||||||||
As reported | $ | 436.3 | $ | 4.47 | $ | 163.8 | $ | 1.68 | ||||||||
Special items (3): | ||||||||||||||||
Alternative energy tax credits | (166.0 | ) | (1.70 | ) | 23.0 | 0.24 | ||||||||||
Acquisition-related costs | 10.9 | 0.11 | — | — | ||||||||||||
Acquisition-related financing costs | 7.4 | 0.08 | — | — | ||||||||||||
Acquisition inventory step-up | 13.6 | 0.14 | — | — | ||||||||||||
Integration-related and other costs | 11.0 | 0.11 | — | — | ||||||||||||
Pension curtailment charges | 7.0 | 0.07 | — | — | ||||||||||||
Debt financing charges | — | — | 16.0 | 0.16 | ||||||||||||
State income tax adjustments | — | — | (3.4 | ) | (0.03 | ) | ||||||||||
Plant closure charges | — | — | 1.4 | 0.01 | ||||||||||||
Total special items | (116.1 | ) | (1.19 | ) | 37.0 | 0.38 | ||||||||||
Excluding special items | $ | 320.2 | $ | 3.28 | $ | 200.8 | $ | 2.06 |
(1) | Net income and earnings per share excluding special items are non-GAAP financial measures. The after-tax effect of special items are presented because they provide a means to evaluate the performance of our company on an ongoing basis using the same measures that are used by our management and because these measures are frequently used by investors and other interested parties in the evaluation of companies and their performance. Any analysis of non-GAAP financial measures should be done only in conjunction with results presented in accordance with GAAP. The non-GAAP measures are not intended to be substitutes for GAAP financial measures and should not be used as such. |
(2) | On October 25, 2013, we acquired Boise, Inc. (Boise). The 2013 results include Boise for the period of October 25 through December 31, 2013. |
(3) | Special items are taxed-effected at a combined federal and state income tax rate in effect for the period the special items were recorded. The alternative energy tax credits are the release of unrecognized tax benefit reserves. For more information related to these items, see the footnotes to the Consolidated Earnings Results on page one and our 2013 Form 10-K which we plan to file on or about February 28, 2014. |
Three Months Ended | Full Year Ended | |||||||||||||||
December 31 | December 31 | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net income | $ | 227.0 | $ | 61.0 | $ | 436.3 | $ | 163.8 | ||||||||
Interest expense, net | 27.9 | 9.4 | 58.3 | 62.9 | ||||||||||||
Provision (benefit) for income taxes | (133.8 | ) | 28.0 | (21.0 | ) | 216.7 | ||||||||||
Depreciation, amortization, and depletion | 72.0 | 43.3 | 201.8 | 170.8 | ||||||||||||
EBITDA (1) | $ | 193.1 | $ | 141.7 | $ | 675.4 | $ | 614.2 | ||||||||
Special items: | ||||||||||||||||
Acquisition-related costs | $ | 15.8 | $ | — | $ | 17.2 | $ | — | ||||||||
Acquisition inventory step-up | 21.5 | — | 21.5 | — | ||||||||||||
Integration-related and other costs | 17.4 | — | 17.4 | — | ||||||||||||
Pension curtailment charges | — | — | 10.9 | — | ||||||||||||
Plant closure charges | — | 2.0 | — | 2.0 | ||||||||||||
Alternative energy tax credits | — | — | — | (95.5 | ) | |||||||||||
EBITDA excluding special items (1) | $ | 247.8 | $ | 143.7 | $ | 742.4 | $ | 520.7 |
(1) | EBITDA and EBITDA, excluding special items, are non-GAAP financial measures. We present these measures because they provide a means to evaluate the performance of our segments and our company on an ongoing basis using the same measures that are used by our management and because these measures are frequently used by investors and other interested parties in the evaluation of companies and the performance of their segments. For each non-GAAP financial measure, we provide a reconciliation to the most directly comparable financial measure presented in accordance with GAAP. These measures may differ from similarly captioned measures of other companies. Any analysis of non-GAAP financial measures should be done in conjunction with results presented in accordance with GAAP. The non-GAAP measures are not intended to be substitutes for GAAP financial measures and should not be used as such. |
Three Months Ended | Year Ended | |||||||||||||||
December 31 | December 31 | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Packaging | ||||||||||||||||
Segment income | $ | 157.3 | $ | 109.0 | $ | 545.9 | $ | 389.7 | ||||||||
Depreciation, amortization, and depletion | 61.4 | 43.0 | 190.2 | 169.4 | ||||||||||||
EBITDA (1) | 218.7 | 152.0 | 736.1 | 559.1 | ||||||||||||
Acquisition inventory step-up | 18.0 | — | 18.0 | — | ||||||||||||
Integration-related and other costs | 1.4 | — | 1.4 | — | ||||||||||||
Pension curtailment charges | — | — | 10.9 | — | ||||||||||||
Plant closure charges | — | 2.0 | — | 2.0 | ||||||||||||
EBITDA excluding special items (1) | $ | 238.1 | $ | 154.0 | $ | 766.4 | $ | 561.1 | ||||||||
Paper | ||||||||||||||||
Segment income | $ | 13.5 | $ | — | $ | 13.5 | $ | — | ||||||||
Depreciation, amortization, and depletion | 9.1 | — | 9.1 | — | ||||||||||||
EBITDA (1) | 22.6 | — | 22.6 | — | ||||||||||||
Acquisition inventory step-up | 3.5 | — | 3.5 | — | ||||||||||||
Integration-related and other costs | (1.9 | ) | — | (1.9 | ) | — | ||||||||||
EBITDA excluding special items (1) | $ | 24.2 | $ | — | $ | 24.2 | $ | — | ||||||||
Corporate and Other | ||||||||||||||||
Segment income (loss) | $ | (49.7 | ) | $ | (10.6 | ) | $ | (85.8 | ) | $ | 53.7 | |||||
Depreciation, amortization, and depletion | 1.5 | 0.3 | 2.5 | 1.4 | ||||||||||||
EBITDA (1) | (48.2 | ) | (10.3 | ) | (83.3 | ) | 55.1 | |||||||||
Acquisition-related costs | 15.8 | — | 17.2 | — | ||||||||||||
Integration-related and other costs | 17.9 | — | 17.9 | — | ||||||||||||
Alternative energy tax credits | — | — | — | (95.5 | ) | |||||||||||
EBITDA excluding special items (1) | $ | (14.5 | ) | $ | (10.3 | ) | $ | (48.2 | ) | $ | (40.4 | ) | ||||
EBITDA (1) | $ | 193.1 | $ | 141.7 | $ | 675.4 | $ | 614.2 | ||||||||
EBITDA excluding special items (1) | $ | 247.8 | $ | 143.7 | $ | 742.4 | $ | 520.7 |
(1) | EBITDA and EBITDA, excluding special items, are non-GAAP financial measures. We present these measures because they provide a means to evaluate the performance of our segments and our company on an ongoing basis using the same measures that are used by our management and because these measures are frequently used by investors and other interested parties in the evaluation of companies and the performance of their segments. For each non-GAAP financial measure, we provide a reconciliation to the most directly comparable financial measure presented in accordance with GAAP. These measures may differ from similarly captioned measures of other companies. Any analysis of non-GAAP financial measures should be done in conjunction with results presented in accordance with GAAP. The non-GAAP measures are not intended to be substitutes for GAAP financial measures and should not be used as such. |