EX-99.1 2 d781290dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information presents the combined historical consolidated statement of income of Packaging Corporation of America (“PCA”) and the historical consolidated statement of operations for Boise Inc. (“Boise”) to reflect the acquisition of Boise by PCA (the “Acquisition”) as if it had occurred as of January 1, 2013. These historical financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). The unaudited pro forma condensed combined financial information is presented in accordance with the rules specified by Article 11 of Regulation S-X promulgated by the SEC, and has been prepared using the assumptions described in the notes thereto.

The unaudited pro forma condensed combined financial information should be read in conjunction with the notes thereto and the historical consolidated financial statements of Boise, including the notes thereto, which were filed as exhibits to PCA’s Current Report on Form 8-K dated September 2, 2014, as well as in conjunction with PCA’s historical consolidated financial statements included in its Current Report on Form 8-K filed May 9, 2014 (“updated 2013 Financial Statements”). The PCA historical financial information below was derived from the updated 2013 Financial Statements, which reflect updates related to PCA’s change from the LIFO method of inventory valuation.

The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the results of operations of the combined company. The unaudited pro forma condensed combined financial information does not give effect to any potential cost savings or other operational efficiencies that could result from the Acquisition. In addition, the estimated allocation of the purchase price to the assets and liabilities acquired continues to be preliminary. The primary areas of the purchase price allocation that are not yet finalized relate to income taxes and residual goodwill.


The historical statements of operations of Boise presented herein represent the results of operations of Boise for the period of January 1 through October 24, 2013. The Acquisition was completed on October 25, 2014. Results of operations for Boise after October 24, 2014, are included in the historical results of operations of PCA for the year ended December 31, 2013.

Packaging Corporation of America

Unaudited Pro Forma Condensed Combined Statement of Income for the Year Ended December 31, 2013

(Dollars in thousands, except per share data)

 

     Packaging
Corporation
of America
(Historical)
    Boise
9 months
Ended
September 30,
2013 (a)
    Boise
24 Days
Ended
October 24,
2013 (b)
    Pro Forma
Adjustments
          Pro Forma
Combined
 

Net sales

   $ 3,665,308      $ 1,879,910      $ 177,974      $ (27,004     (c   $ 5,696,188   

Cost of sales

     (2,797,853     (1,673,716     (153,905     60,839        (c )(d)      (4,564,635
  

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Gross profit

     867,455        206,194        24,069        33,835          1,131,553   

Selling, general, and administrative expenses

     (326,602     (123,530     (22,272     1,701        (e     (470,703

Other expense, net

     (58,978     (16,976     (14,300     33,647        (f     (56,607
  

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Income (loss) from operations

     481,875        65,688        (12,503     69,183          604,243   

Interest expense, net

     (58,275     (46,193     (4,047     18,388        (g     (90,127
  

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Income (loss) before taxes

     423,600        19,495        (16,550     87,571          514,116   

(Provision) benefit for income taxes

     17,729        (5,095     2,872        (32,226     (h     (16,720
  

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Net income (loss)

   $ 441,329      $ 14,400      $ (13,678   $ 55,345        $ 497,396   
  

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Weighted average common shares outstanding

            

Basic

     96,579                96,579   

Diluted

     97,547                97,547   

Net income per common share

            

Basic

   $ 4.57              $ 5.15   
  

 

 

           

 

 

 

Diluted

   $ 4.52              $ 5.10   
  

 

 

           

 

 

 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Presentation

On October 25, 2013, PCA acquired 100% of the outstanding stock and voting equity interests of Boise, a large manufacturer of packaging and white paper products for $2.1 billion including the assumption of $829.8 million of Boise debt. PCA’s historical consolidated statement of income for the year ended December 31, 2013, included Boise results from the date of acquisition, including net sales revenue of $448.0 million and income from operations of $3.5 million. Boise’s financial results are included in our Packaging, Paper, and Corporate and Other segments from the date of acquisition.


In this unaudited pro forma condensed combined financial information, certain amounts in Boise’s consolidated financial information for the nine months ended September 30, 2013, have been reclassified to conform to PCA’s financial statement presentation. See table below for detailed information on reclassifications (dollars in thousands):

 

     Boise Inc.
9 Months
Ended
September 30,
2013 (As
Reported)
    Classification
Adjustments
to Conform
to PCA
Presentation
        Boise Inc.
9 Months
Ended
September 30,
2013
(Conformed)
 

Net sales

   $ 1,879,910          $ 1,879,910   

Cost of sales

     —          (1,673,716   (i)(ii)(iii)     (1,673,716
        

 

 

 

Gross profit

           206,194   

Materials, labor, and other operating expenses (excluding depreciation)

     (1,500,253     1,500,253      (i)     —     

Fiber costs from related parties

     (16,474     16,474      (i)     —     

Depreciation, amortization, and depletion

     (130,860     130,860      (ii)     —     

Selling and distribution expenses

     (92,688     92,688      (iii)     —     

Selling, general, and administrative expenses

     —          (123,530   (ii)(iii)     (123,530

General and administrative expenses

     (56,971     56,971      (iii)     —     

Restructuring charges

     (12,418     12,418      (iv)     —     

Other expense, net

     (3,577     (13,399       (16,976
  

 

 

       

 

 

 

Income from operations

     66,669            65,688   

Foreign exchange loss

     (981     981      (iv)     —     

Interest expense, net

     (46,193         (46,193
  

 

 

       

 

 

 

Income before taxes

     19,495            19,495   

Provision for income taxes

     (5,095         (5,095
  

 

 

       

 

 

 

Net income

   $ 14,400          $ 14,400   
  

 

 

       

 

 

 

 

(i) “Materials, labor, and other operating expenses (excluding depreciation)” of $1,500.3 million and “Fiber costs from related parties” of $16.5 million were reclassified to “Cost of sales” to conform to PCA’s financial statement presentation.
(ii) “Depreciation, amortization, and depletion” of $121.2 million was reclassified to cost of sales, while $9.6 million was reclassified to “Selling, general, and administrative expenses” to conform to PCA’s financial statement presentation.
(iii) Distribution expenses of $35.8 million and selling expenses of $56.9 million originally recorded in “Selling and distribution expenses” were reclassified to “Cost of sales” and “Selling, general, and administrative expenses”, respectively, to conform to PCA’s financial statement presentation. “General and administrative expenses” of $57.0 million were reclassified to “Selling, general, and administrative expenses” to conform to PCA’s financial statement presentation.
(iv) “Restructuring charges” of $12.4 million and “Foreign exchange loss” of $1.0 million were reclassified to “Other expense, net” to conform to PCA’s financial statement presentation.


2. Pro Forma Financial Information

 

(a) Represents the consolidated statement of operations for Boise for the nine months ended September 30, 2013. The historical consolidated financial statements of Boise, including the notes thereto, were filed as an exhibit to PCA’s Current Report on Form 8-K of which this Unaudited Pro Forma Condensed Combined Financial Information is an exhibit. As noted above, certain amounts have been reclassified to conform to PCA’s financial statement presentation.

 

(b) Represents the consolidated statement of operations for Boise for the 24-day period ended October 24, 2013. This information was obtained from Boise’s internal records.

The following adjustments have been reflected in the unaudited pro forma condensed combined statement of income:

 

(c) Includes the elimination of sales and cost of sales between PCA and Boise.

 

(d) Adjusted to exclude $21.5 million of acquisition inventory step-up expense. Includes a $12.4 million reduction in depreciation and depletion resulting from the adjustment of Boise’s property, plant, and equipment to estimated fair value and using a weighted-average estimated useful life of ten years for the acquired assets.

 

(e) Includes a $9.0 million adjustment to eliminate acquisition-related costs, related to the accelerated vesting of share-based awards due to change-in-control provisions. This adjustment was partially offset by $7.3 million of additional amortization expense from the adjustment of Boise’s intangible assets to estimated fair value on the acquisition date.

 

(f) Adjusted to exclude $33.6 million of acquisition-related costs, which primarily consist of advisory, legal, accounting, valuation and other professional or consulting fees.

 

(g) Adjusted to exclude $11.6 million of acquisition-related debt-financing costs. Includes estimated reduction in interest expense of $6.8 million as calculated below:

 

Interest expense relating to new acquisition-related debt (i)

   $ 46,005   

Less interest expense on existing Boise debt

     (50,281

Less interest expense on existing PCA term loan

     (2,500
  

 

 

 

Pro forma decrease in interest expense, net

   $ (6,776
  

 

 

 

 

  (i) Assumes a combined weighted-average interest rate for the new acquisition-related debt (credit facilities and notes) of 2.7%. A 1/8% change in the interest rate would result in an increase or decrease in interest expense of $2.5 million for the twelve months ended December 31, 2013.

 

(h) Represents the tax effect of the above pro forma adjustments based upon a combined statutory federal and state tax rate of 37%.