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    RockTenn Reports Earnings for the Third Quarter of Fiscal 2010 of $1.14 Per Share, a 63% Increase in Adjusted Earnings Over the Second Quarter
    Monday, July 26, 2010 at 5:33:01 PM ET
Share

RockTenn (RKT) today reported earnings for the quarter ended June 30, 2010 of $1.14 per diluted share. The Company’s adjusted earnings were $1.14 per diluted share compared to the prior year quarter adjusted earnings of $1.42 per diluted share.

                                                  Three Months    Three Months      Nine Months    Nine Months
                                                      Ended           Ended            Ended          Ended
                                                    June 30,        June 30,         June 30,       June 30,
                                                      2010         2009              2010           2009
                                                 -------------- -----------       ----------     ----------
Earnings per diluted share                            $   1.14     $  2.23          $  3.39        $  3.99
Alternative fuel tax credit, net                            --       (0.86 )          (0.74 )        (0.86 )
Loss on extinguishment of debt                              --        0.03             0.05           0.07
Restructuring and other costs, net                          --        0.02             0.06           0.17
Operating losses of previously closed facilities            --          --             0.03           0.03
Adjusted earnings per diluted share                   $   1.14     $  1.42          $  2.79        $  3.40
------------------------------------------------ ------ ------  ---- -----        --- -----      --- -----

Third Quarter Results

-- Net sales of $771.9 million for the third quarter of fiscal 2010 increased $68.0 million compared to the third quarter of fiscal 2009.

-- Segment income was $101.4 million compared to $117.3 million in the prior year quarter excluding $32.7 million of alternative fuel tax credit, net of expenses in the prior year quarter.

Chairman and Chief Executive Officer’s Statement

RockTenn Chairman and Chief Executive Officer James A. Rubright stated, "RockTenn’s adjusted earnings of $1.14 per share increased 63% over adjusted earnings of $0.70 per share in the March quarter on moderating recycled fiber and wood costs, strengthening customer demand and realization of previously announced price increases. Our mill backlogs continue to be very strong and the overall demand environment continues to improve, providing a basis for our optimism regarding earnings improvement through fiscal 2011."

Segment Results

Paperboard and Containerboard Tons Shipped and Average Price

Total tons shipped in the third quarter of fiscal 2010 increased by 63,756 tons over the prior year quarter and increased on a sequential quarter basis by 16,536 tons. The average selling price for all paperboard and containerboard grades increased $38 per ton from the prior year quarter and increased $32 per ton on a sequential quarter basis.

Consumer Packaging Segment

Consumer Packaging segment net sales increased 5.6% in the third quarter of fiscal 2010 compared to the prior year quarter, due to higher volumes and increased paperboard selling prices. Segment income was $49.1 million in the third quarter of fiscal 2010 and $50.3 million in the prior year quarter excluding $32.7 million of alternative fuel tax credit, net of expenses in the prior year quarter.

Corrugated Packaging Segment

Corrugated Packaging segment net sales increased $24.0 million to $210.5 million in the third quarter of fiscal 2010 compared to the prior year quarter, due to higher volumes and increased containerboard selling prices. Segment income was $35.9 million in the third quarter of fiscal 2010 and segment return on sales was 17.1%.

Merchandising Displays Segment

Merchandising Displays segment net sales increased $8.2 million over the prior year third quarter. Segment income increased to $8.4 million in the third quarter of fiscal 2010 compared to $8.0 million in the prior year quarter, and segment return on sales was 9.6%.

Specialty Paperboard Products Segment

Specialty Paperboard Products segment net sales increased $19.4 million in the third quarter of fiscal 2010 compared to the prior year quarter primarily due to higher recycled fiber prices and volumes and increased paperboard volumes. Segment income was $8.0 million in the third quarter of fiscal 2010 and $9.4 million in the prior year quarter. The decrease was due primarily to higher recycled fiber costs.

Cash Provided By Operating Activities

Net cash provided by operating activities in the third quarter of fiscal 2010 was $100.3 million compared to $114.4 million in the prior year quarter primarily due to lower earnings and a smaller net decrease in operating assets and liabilities in the current year quarter compared to the prior year period.

Financing and Investing Activities

We reduced net debt by $63.5 million in the third quarter and $311.5 million in the twelve months ended June 30, 2010. Our Credit Agreement Debt/EBITDA ratio was 2.14 times at June 30, 2010, well below our maximum permitted ratio of 4.25 times and the July 1, 2010 re-set of 3.75 times.

Conference Call

We will host a conference call to discuss our results of operations for the third quarter of fiscal 2010 and other topics that may be raised during the discussion at 9:00 a.m., Eastern Time, on July 27, 2010. The conference call will be webcast and can be accessed, along with a copy of this press release, at www.rocktenn.com.

About RockTenn

RockTenn (RKT) is one of North America’s leading manufacturers of paperboard, containerboard and consumer and corrugated packaging, with annual net sales of approximately $3 billion. RockTenn’s 10,000 employees are committed to exceeding their customers’ expectations -- every time. The Company operates locations in the United States, Canada, Mexico, Chile and Argentina. For more information, visit www.rocktenn.com.

Cautionary Statements

Statements herein regarding, among others, the strength of our mill backlogs, continued improvement in the overall demand environment and our optimism regarding earnings improvement through fiscal 2011 constitute forward-looking statements within the meaning of the federal securities laws. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement. With respect to these statements, we have made assumptions regarding, among other things, expected economic, competitive and market conditions generally; expected volumes and price levels of purchases by customers; recycled fiber and energy costs; costs associated with facility closures; competitive conditions in our businesses and possible adverse actions of our customers, our competitors and suppliers. Management believes its assumptions are reasonable; however, undue reliance should not be placed on these estimates, which are based on current expectations. There are many factors that impact these forward-looking statements that we cannot predict accurately. Further, our business is subject to a number of general risks that would affect any such forward-looking statements including, among others, decreases in demand for our products; increases in energy, raw materials, shipping and capital equipment costs; reduced supply of raw materials; fluctuations in selling prices and volumes; intense competition; the potential loss of certain key customers; changes in environmental and other governmental regulation; and adverse changes in general market and industry conditions. These risks are more particularly described in our filings with the Securities and Exchange Commission, including under the caption "Business--Forward-Looking Information" and "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2009. The information contained in this release speaks as of the date hereof and we do not undertake any obligation to update this information as future events unfold.

                                                       ROCK-TENN COMPANY
                                          CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                          (UNAUDITED)
                                            (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                                          FOR THE THREE MONTHS ENDED             FOR THE NINE MONTHS ENDED
                                                         June 30,             June 30,           June 30,         June 30,
                                                              2010                 2009            2010             2009
NET SALES                                                 $    771.9           $    703.9      $ 2,194.6        $ 2,083.3
Cost of Goods Sold (net of alternative fuel tax
   credit of $0, $32.7, $28.8 and $32.7)                       595.8                480.8        1,678.7          1,523.9
Gross Profit                                                   176.1                223.1          515.9            559.4
Selling, General and Administrative Expenses                    84.9                 81.4          252.1            246.4
Restructuring and Other Costs, net                              (0.2 )                1.1            4.1             10.8
Operating Profit                                                91.4                140.6          259.7            302.2
Interest Expense                                               (17.8 )              (23.2 )        (58.5 )          (74.2 )
Loss on Extinguishment of Debt                                     -                 (1.9 )         (2.8 )           (4.3 )
Interest Income and Other Income (Expense), net                  0.1                    -            0.4             (0.1 )
Equity in Income (Loss) of Unconsolidated Entities               0.3                  0.3            0.2             (0.3 )
INCOME BEFORE INCOME TAXES                                      74.0                115.8          199.0            223.3
Income Tax Expense                                             (27.0 )              (27.4 )        (60.7 )          (66.0 )
CONSOLIDATED NET INCOME                                         47.0                 88.4          138.3            157.3
Less: Net Income Attributable to Noncontrolling
  Interests                                                     (1.9 )               (1.4 )         (4.1 )           (2.3 )
NET INCOME ATTRIBUTABLE TO ROCK-TENN
  COMPANY SHAREHOLDERS                                    $     45.1           $     87.0      $   134.2        $   155.0
Computation of diluted earnings per share under the two-class method
(in millions, except per share data):
Net income attributable to Rock-Tenn Company
  shareholders                                            $     45.1           $     87.0      $   134.2        $   155.0
Less: Distributed and undistributed income
  available to participating securities                         (0.6 )               (0.9 )         (1.7 )           (1.9 )
                                                            -------- -           -------- -      ------- ---      ------- ---
Distributed and undistributed income available to
    Rock-Tenn Company shareholders                        $     44.5           $     86.1      $   132.5        $   153.1
                                                   ======== ========    ======== ========    === =======      === =======
Diluted weighted average shares outstanding                     39.2                 38.5           39.1             38.3
Diluted earnings per share                                $     1.14           $     2.23      $    3.39        $    3.99
                                                   ======== ========    ======== ========    === =======      === =======
                                                    ROCK-TENN COMPANY
                                                   SEGMENT INFORMATION
                                                       (UNAUDITED)
                                           (IN MILLIONS, EXCEPT TONNAGE DATA)
                                                     FOR THE THREE MONTHS ENDED            FOR THE NINE MONTHS ENDED
                                                     June 30,          June 30,           June 30,          June 30,
                                                       2010              2009               2010              2009
NET SALES:
Consumer Packaging Segment                         $   398.2         $   377.2          $ 1,164.0         $ 1,108.9
Corrugated Packaging Segment                           210.5             186.5              581.6             566.2
Merchandising Displays Segment                          87.9              79.7              231.8             237.4
Specialty Paperboard Products Segment                   96.6              77.2              272.8             222.7
Intersegment Eliminations                              (21.3 )           (16.7 )            (55.6 )           (51.9 )
TOTAL NET SALES                                    $   771.9         $   703.9          $ 2,194.6         $ 2,083.3
SEGMENT INCOME:
Consumer Packaging Segment (1)                     $    49.1         $    83.0          $   156.8         $   153.7
Corrugated Packaging Segment                            35.9              49.6               91.5             141.8
Merchandising Displays Segment                           8.4               8.0               23.8              22.8
Specialty Paperboard Products Segment                    8.0               9.4               18.5              18.4
TOTAL SEGMENT INCOME                               $   101.4         $   150.0          $   290.6         $   336.7
Restructuring and Other Costs, net                       0.2              (1.1 )             (4.1 )           (10.8 )
Non-Allocated Expenses                                  (9.9 )            (8.0 )            (26.6 )           (24.0 )
Interest Expense                                       (17.8 )           (23.2 )            (58.5 )           (74.2 )
Loss on Extinguishment of Debt                             -              (1.9 )             (2.8 )            (4.3 )
Interest Income and Other Income (Expense), net          0.1                 -                0.4              (0.1 )
INCOME BEFORE INCOME TAXES                         $    74.0         $   115.8          $   199.0         $   223.3
Recycled Paperboard Shipped (in tons)                232,149           219,819            683,361           636,687
Containerboard Shipped (in tons)                     244,997           203,019            710,867           613,494
Bleached Paperboard Shipped (in tons)                 88,999            79,461            259,834           244,022
Market Pulp Shipped (in tons)                         24,109            24,199             74,526            64,397
(1) Includes alternative fuel tax credits of $0, $32.7,
$28.8, and $32.7, respectively.
                                                             ROCK-TENN COMPANY
                                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                (UNAUDITED)
                                                               (IN MILLIONS)
                                                                          FOR THE THREE MONTHS ENDED          FOR THE NINE MONTHS ENDED
                                                                          June 30,         June 30,          June 30,         June 30,
                                                                            2010             2009              2010             2009
                                                                           ------           ------            ------           ------
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income                                                  $   47.0         $   88.4          $  138.3         $  157.3
Adjustments to reconcile consolidated net income to net cash
provided by operating activities:
   Depreciation and amortization                                             36.4             37.5             110.7            112.7
   Deferred income tax expense                                                2.9              4.9              16.2             24.4
   Loss on extinguishment of debt                                               -              1.9               2.8              4.3
   Share-based compensation expense                                           3.9              3.3              11.9              8.2
   Loss on disposal of plant and equipment and other, net                     0.3              1.3               0.2              0.9
   Equity in (income) loss of unconsolidated entities                        (0.3 )           (0.3 )            (0.2 )            0.3
   Pension funding (more) less than expense                                  (9.3 )          (13.7 )             3.1            (10.5 )
   Alternative fuel tax credit benefit                                          -            (33.9 )           (29.0 )          (33.9 )
   Impairment adjustments and other non-cash items                           (0.6 )            0.8               2.6                -
   Changes in operating assets and liabilities, net of acquisitions
      Accounts receivable                                                    (9.0 )          (11.6 )             1.2             22.9
      Inventories                                                             3.5              1.7              15.6             (4.5 )
      Other assets                                                           (1.7 )           (7.7 )            (5.6 )          (14.1 )
      Accounts payable                                                      (10.7 )           10.8              (3.7 )          (14.9 )
      Income taxes payable                                                   21.3             19.5              58.0             33.0
      Accrued liabilities and other                                          16.6             11.5              (9.1 )          (13.8 )
NET CASH PROVIDED BY OPERATING ACTIVITIES                                $  100.3         $  114.4          $  313.0         $  272.3
--------------------------------------------------------------------- ---- ------      ---- ------       ---- ------      ---- ------
INVESTING ACTIVITIES:
Capital expenditures                                                        (30.3 )          (18.1 )           (60.9 )          (49.3 )
Cash paid for purchase of businesses, including amounts received from
  escrow, net of cash received                                                  -             (4.5 )               -              4.0
Investment in unconsolidated entities                                        (0.1 )           (0.5 )            (0.2 )           (1.0 )
Return of capital from unconsolidated entities                                0.2              0.2               0.6              3.9
Proceeds from sale of property, plant and equipment                           0.3              0.6               3.2              1.3
NET CASH USED FOR INVESTING ACTIVITIES                                   $  (29.9 )       $  (22.3 )        $  (57.3 )       $  (41.1 )
--------------------------------------------------------------------- ---- ------ ---- ---- ------ ----  ---- ------ ---- ---- ------ ----
FINANCING ACTIVITIES:
Proceeds from issuance of notes                                                 -            100.0                 -            100.0
Additions to revolving credit facilities                                     38.2              7.0             189.1            192.0
Repayments of revolving credit facilities                                  (124.1 )          (37.3 )          (187.3 )         (195.6 )
Additions to debt                                                           100.0              4.0             102.3             89.0
Repayments of debt                                                          (78.7 )         (150.4 )          (339.1 )         (446.4 )
Debt issuance costs                                                             -             (2.8 )            (0.2 )           (3.7 )
Cash paid for debt extinguishment costs                                         -             (2.7 )               -             (5.1 )
Restricted cash and investments                                                 -                -                 -             19.2
Issuances of common stock, net of related minimum tax withholdings           (0.6 )           (0.9 )            (1.9 )           (0.6 )
Excess tax benefits from share-based compensation                             0.5              0.8               1.9              2.5
Capital contributed to consolidated subsidiary from noncontrolling              -              1.7                 -              1.7
interest
Advances from (repayments to) unconsolidated entity                           1.4             (0.9 )             0.7             (6.2 )
Cash dividends paid to shareholders                                          (5.9 )           (3.8 )           (17.5 )          (11.5 )
Cash distributions to noncontrolling interests                               (2.3 )              -              (4.4 )           (2.7 )
NET CASH USED FOR FINANCING ACTIVITIES                                   $  (71.5 )       $  (85.3 )        $ (256.4 )       $ (267.4 )
--------------------------------------------------------------------- ---- ------ ---- ---- ------ ----  ---- ------ ---- ---- ------ ----
Effect of exchange rate changes on cash and cash equivalents                  0.1              0.3               0.3              0.8
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                         $   (1.0 )       $    7.1          $   (0.4 )       $  (35.4 )
Cash and cash equivalents at beginning of period                             12.4             10.3              11.8             52.8
Cash and cash equivalents at end of period                               $   11.4         $   17.4          $   11.4         $   17.4
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
   Income taxes, net of refunds                                          $    2.0         $    2.2          $  (15.9 )       $    5.5
   Interest, net of amounts capitalized                                       6.7             14.8              48.2             70.1
                                             ROCK-TENN COMPANY
                                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                                (UNAUDITED)
                                               (IN MILLIONS)
                                                                    June 30,               September 30,
                                                                            2010               2009
                                                  ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                            $          11.4       $     11.8
Accounts receivable (net of allowances of $8.3 and $8.8)                       304.6            305.5
Inventories                                                                    259.9            275.1
Other current assets                                                            37.8             65.9
TOTAL CURRENT ASSETS                                                           613.7            658.3
Property, plant and equipment at cost:
    Land and buildings                                                         417.2            413.8
    Machinery and equipment                                                  1,898.0          1,857.1
    Transportation equipment                                                    13.4             13.5
    Leasehold improvements                                                       5.4              5.4
                                                                       -------------         --------
                                                                             2,334.0          2,289.8
    Less accumulated depreciation and amortization                          (1,096.1 )       (1,013.7 )
                                                                       ------------- -       -------- ----
Net property, plant and equipment                                            1,237.9          1,276.1
Goodwill                                                                       736.4            736.4
Intangibles, net                                                               142.5            151.3
Investment in unconsolidated entities                                           23.1             23.8
Other assets                                                                    30.5             38.5
TOTAL ASSETS                                                         $       2,784.1       $  2,884.4
                                          LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current portion of debt                                              $          72.3       $     56.3
Accounts payable                                                               230.4            233.9
Accrued compensation and benefits                                               79.8             88.0
Other current liabilities                                                       67.3             71.1
TOTAL CURRENT LIABILITIES                                                      449.8            449.3
Long-term debt due after one year                                            1,039.7          1,289.3
Hedge adjustments resulting from terminated fair value
  interest rate derivatives or swaps                                             2.3              3.8
TOTAL LONG-TERM DEBT                                                         1,042.0          1,293.1
Accrued pension and other long-term benefits                                   149.5            161.5
Deferred income taxes                                                          178.9            149.2
Other long-term liabilities                                                     30.5             36.7
Redeemable noncontrolling interests                                              7.3             11.5
Total Rock-Tenn Company shareholders’ equity                                   920.2            776.8
Noncontrolling interests                                                         5.9              6.3
                                                                       -------------         --------
Total Equity                                                                   926.1            783.1
TOTAL LIABILITIES AND EQUITY                                         $       2,784.1       $  2,884.4
Rock-Tenn Company Quarterly Statistics
Paperboard and Containerboard Operating Statistics
                                     1st              2nd           3rd           4th         Fiscal Year
                                   Quarter          Quarter       Quarter       Quarter
                            ------------------   -----------   -----------   -----------   --------------
Average Net Selling Price Per
Ton (a) (b) (d)
---------------------------------------------
All Tons
2008                                $       596     $     585     $     564     $     580      $       579
2009                                        592           578           557           548              568
2010                                        544           563           595
Tons Shipped
---------------------------
Recycled Paperboard (a) (c)
2008                                    217,081       229,003       235,871       234,209          916,164
2009                                    204,927       211,941       219,819       224,269          860,956
2010                                    223,148       228,064       232,149
Containerboard (d)
2008                                     44,699       102,092       218,532       244,073          609,396
2009                                    221,907       188,568       203,019       235,250          848,744
2010                                    231,113       234,757       244,997
Bleached Paperboard
2008                                     79,623        84,916        86,268        90,724          341,531
2009                                     86,338        78,223        79,461        88,856          332,878
2010                                     84,993        85,842        88,999
Market Pulp
2008                                     21,193        27,837        24,469        21,537           95,036
2009                                     20,705        19,493        24,199        26,521           90,918
2010                                     25,362        25,055        24,109
Total (a) (d)
2008                                    362,596       443,848       565,140       590,543        1,962,127
2009                                    533,877       498,225       526,498       574,896        2,133,496
2010                                    564,616       573,718       590,254
(a) Average Net Selling Price Per Ton and Tons Shipped
include gypsum paperboard liner tons shipped by Seven Hills
Paperboard LLC, our unconsolidated joint venture with Lafarge North
America, Inc. Average Net Selling Price Per Ton is computed as net
sales of paperboard, containerboard and market pulp divided by tons
shipped.
(b) Beginning in the second quarter of fiscal 2008,
Average Price Per Ton includes coated and specialty recycled
paperboard, containerboard, bleached paperboard and market pulp.
(c) Recycled paperboard tons shipped include coated and
specialty paperboard.
(d) Containerboard tons shipped include corrugated medium
and linerboard, which include the Solvay Mill tons beginning in
March 2008.
Rock-Tenn Company Quarterly Statistics
Segment Sales and Segment Income
(In Millions, except Return On Sales data)
                                                1st                   2nd             3rd             4th           Fiscal Year
                                              Quarter               Quarter         Quarter         Quarter
                                     ---------------------       ---------       ---------       ---------       -------------
Consumer Packaging Segment Sales
2008                                          $      374.7        $ 394.8         $ 388.9         $ 393.0          $ 1,551.4
2009                                                 368.8          362.9           377.2           394.2            1,503.1
2010                                                 379.6          386.2           398.2
Consumer Packaging Intersegment Sales
2008                                          $        4.2        $   4.3         $   3.9         $   5.7          $    18.1
2009                                                   6.6            4.7             6.0             7.8               25.1
2010                                                   6.0            7.2             8.5
Consumer Packaging Segment Income
2008                                          $       28.7        $  32.5         $  27.9         $  30.7          $   119.8
2009                                                  31.5           39.2            50.3    (1)     53.2    (2)       174.2
2010                                                  42.1   (3)     36.8    (4)     49.1
Return On Sales
2008                                                   7.7 %          8.2 %           7.2 %           7.8 %              7.7 %
2009                                                   8.5 %         10.8 %          13.3 %  (1)     13.5 %  (2)        11.6 %
2010                                                  11.1 % (3)      9.5 %  (4)     12.3 %
Corrugated Packaging Segment Sales
2008                                          $       61.4        $ 112.0         $ 208.9         $ 225.2          $   607.5
2009                                                 203.2          176.5           186.5           186.7              752.9
2010                                                 180.1          191.0           210.5
Corrugated Packaging Intersegment Sales
2008                                          $        6.3        $   7.2         $   7.6         $  10.0          $    31.1
2009                                                  10.1            9.7             8.8             8.7               37.3
2010                                                   7.3            8.6             9.6
Corrugated Packaging Segment Income
2008                                          $        4.3        $   4.4         $  23.2         $  39.4          $    71.3
2009                                                  50.6           41.6            49.6            37.1              178.9
2010                                                  34.7           20.9            35.9
Return on Sales
2008                                                   7.0 %          3.9 %          11.1 %          17.5 %             11.7 %
2009                                                  24.9 %         23.6 %          26.6 %          19.9 %             23.8 %
2010                                                  19.3 %         10.9 %          17.1 %
Merchandising Displays Segment Sales
2008                                          $       82.0        $  94.3         $  86.1         $  88.4          $   350.8
2009                                                  74.8           82.9            79.7            83.2              320.6
2010                                                  66.8           77.1            87.9
Merchandising Displays Intersegment Sales
2008                                          $          -        $   0.2         $   0.1         $   0.1          $     0.4
2009                                                     -            0.2             0.1             0.1                0.4
2010                                                   0.1            0.1             0.1
Merchandising Displays Segment Income
2008                                          $        8.0        $  13.8         $   8.4         $  11.7          $    41.9
2009                                                   5.1            9.7             8.0             9.1               31.9
2010                                                   4.2           11.2             8.4
Return on Sales
2008                                                   9.8 %         14.6 %           9.8 %          13.2 %             11.9 %
2009                                                   6.8 %         11.7 %          10.0 %          10.9 %             10.0 %
2010                                                   6.3 %         14.5 %           9.6 %
(1) Excludes $32.7 of alternative fuel tax credit, net
of expenses.
(2) Excludes $21.4 of alternative fuel tax credit, net of
expenses.
(3) Excludes $20.7 of alternative fuel tax credit, net of
expenses.
(4) Excludes $8.1 of alternative fuel tax credit.
Rock-Tenn Company Quarterly Statistics
Segment Sales and Segment Income (Continued)
(In Millions, except Return On Sales data)
                                         1st                     2nd              3rd           4th        Fiscal Year
                                       Quarter                 Quarter          Quarter       Quarter
                            -------------------------    ---------------    -----------    ----------    -----------
Specialty Paperboard Products Segment Sales
2008                                   $         91.8          $    99.8      $ 102.1        $ 99.2        $ 392.9
2009                                             75.3               70.2         77.2          84.2          306.9
2010                                             79.8               96.4         96.6
Specialty Paperboard Products Intersegment Sales
2008                                   $          3.1          $     3.3      $   3.4        $  4.3        $  14.1
2009                                              2.3                1.6          1.8           2.7            8.4
2010                                              2.1                2.9          3.1
Specialty Paperboard Products Segment Income
2008                                   $          7.4          $     6.6      $   7.8        $  8.5        $  30.3
2009                                              2.8                6.2          9.4           8.1           26.5
2010                                              4.5                6.0          8.0
Return on Sales
2008                                              8.1 %              6.6 %        7.6 %         8.6 %          7.7 %
2009                                              3.7 %              8.8 %       12.2 %         9.6 %          8.6 %
2010                                              5.6 %              6.2 %        8.3 %
Key Financial Statistics
(In Millions, except EPS Data)
                                                    1st                2nd            3rd           4th    Fiscal Year
                                                Quarter            Quarter        Quarter       Quarter
                            -------------------------    ---------------    -----------    ----------    -----------
Net Income Attributable to Rock-Tenn Company Shareholders
2008                                   $         17.5          $    17.1      $  18.8        $ 28.4        $  81.8
2009                                             30.6               37.4         87.0          67.3          222.3
2010                                             56.3               32.8         45.1
Diluted EPS (1)
2008                                   $         0.46          $    0.45      $  0.49        $ 0.74        $  2.12
2009                                             0.79               0.97         2.23          1.71           5.71
2010                                             1.43               0.83         1.14
Depreciation & Amortization
2008                                   $         25.8          $    29.7      $  39.2        $ 38.7        $ 133.4
2009                                             37.9               37.3         37.5          37.3          150.0
2010                                             37.5               36.8         36.4
Capital Expenditures
2008                                   $         17.9          $    19.3      $  22.5        $ 24.5        $  84.2
2009                                             14.2               17.0         18.1          26.6           75.9
2010                                             12.3               18.3         30.3
(1) Fiscal 2008 and 2009 Diluted EPS are adjusted
to reflect the October 1, 2009 adoption of accounting guidance
related to the computation of earnings per share.

Non-GAAP Measures and Reconciliations

We have included financial measures that are not prepared in accordance with GAAP. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP. Below, we define the non-GAAP financial measures, provide a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP, and discuss the reasons that we believe this information is useful to management and may be useful to investors. These measures may differ from similarly captioned measures of other companies in our industry. The following non-GAAP measures are not intended to be substitutes for GAAP financial measures and should not be used as such.

Net Debt

We have defined the non-GAAP measure "net debt" to include the aggregate debt obligations reflected in our consolidated balance sheet, less the hedge adjustments resulting from terminated fair value interest rate derivatives or swaps, the balance of our cash and cash equivalents, restricted cash (which includes restricted cash and marketable debt securities) and certain other investments that we consider to be readily available to satisfy these debt obligations.

Our management uses net debt, along with other factors, including net debt repayment per diluted share, to evaluate our financial condition. We believe that net debt is an appropriate supplemental measure of financial condition because it provides a more complete understanding of our financial condition before the impact of our decisions regarding the appropriate use of cash and liquid investments and net debt repayment per diluted share provides a measure to investors of how successful we are at achieving our debt reduction. Set forth below is a reconciliation of net debt to the most directly comparable GAAP measures, Current Portion of Debt and Total Long-Term Debt for the current quarter, prior quarter, one year ago quarter and the quarter following the Southern Container acquisition:

(In Millions, except per share data)                             June 30,         March 31,        June 30,         March 31,
                                                                   2010             2010             2009             2008
                                                                 -------          -------          -------          -------
Current Portion of Debt                                        $    72.3        $    70.4        $    50.0        $   247.7
Total Long-Term Debt                                             1,042.0          1,108.8          1,383.7          1,606.8
                                                                 -------          -------          -------          -------
Total Debt                                                       1,114.3          1,179.2          1,433.7          1,854.5
Less: Hedge Adjustments Resulting From Terminated Fair Value
Interest Rate
Derivatives or Swaps                                                (2.3 )           (2.7 )           (4.2 )           (7.6 )
                                                                 ------- ---      ------- ---      ------- ---      ------- ---
                                                                 1,112.0          1,176.5          1,429.5          1,846.9
Less: Cash and Cash Equivalents                                    (11.4 )          (12.4 )          (17.4 )          (56.6 )
Less: Restricted Cash                                                 --               --               --            (19.5 )
                                                                 -------          -------          -------          ------- ---
Net Debt                                                       $ 1,100.6        $ 1,164.1        $ 1,412.1        $ 1,770.8
                                                             === =======      === =======      === =======      === =======
                                                                                                   Net Debt
                                                                                   Average         Repayment
                                                                 Net Debt          Diluted        Per Diluted
                                                                 Repayment         Shares            Share
                                                             ---------------- ---------------- ----------------
Current Quarter                                                $    63.5             39.2        $    1.62
Twelve Months Ended June 30, 2010                              $   311.5             39.0        $    7.99
Since March 31, 2008                                           $   670.2             38.6        $   17.37

Credit Agreement EBITDA and Total Funded Debt

"Credit Agreement EBITDA" is calculated in accordance with the definition contained in our Senior Credit Facility. Credit Agreement EBITDA is generally defined as Consolidated Net Income plus: consolidated interest expense, income taxes of the consolidated companies determined in accordance with GAAP, depreciation and amortization expense of the consolidated companies determined in accordance with GAAP, certain non-cash and cash charges incurred, and charges taken resulting from the impact of changes to accounting rules related to the expensing of stock options.

"Total Funded Debt" is calculated in accordance with the definition contained in our Senior Credit Facility. Total Funded Debt is generally defined as aggregate debt obligations reflected in our balance sheet, less the hedge adjustments resulting from terminated and existing fair value interest rate derivatives or swaps, less certain deferred cash, plus additional outstanding letters of credit not already reflected in debt and certain guarantees.

Our management uses Credit Agreement EBITDA and Total Funded Debt to evaluate compliance with our debt covenants and borrowing capacity available under our Senior Credit Facility. Management believes that investors also use these measures to evaluate our compliance with our debt covenants and available borrowing capacity. Borrowing capacity is dependent upon, in addition to other measures, the "Credit Agreement Debt/EBITDA ratio" or the "Leverage Ratio," which is defined as Total Funded Debt divided by Credit Agreement EBITDA. As of the June 30, 2010 calculation, our Leverage Ratio was 2.14 times, which includes a reduction of .23 times for the alternative fuel tax credit. Our maximum permitted Leverage Ratio under the Senior Credit Facility at June 30, 2010 was 4.25 times and re-set to 3.75 times on July 1, 2010.

Set forth below is a reconciliation of Credit Agreement EBITDA for the three and twelve months ended June 30, 2010, to the most directly comparable GAAP measure, Consolidated Net Income:

(In Millions)                                    Three Months      Twelve Months
                                                     Ended             Ended
                                                 June 30, 2010     June 30, 2010
                                               -------------    ---------------
Consolidated Net Income                           $  47.0          $   206.9
Interest Expense, net                                16.3               74.1
Income Taxes                                         27.0               86.3
Depreciation and Amortization                        36.4              148.0
Additional Permitted Charges                          1.1               11.5
                                                    -----            -------
Credit Agreement EBITDA                           $ 127.8          $   526.8
Less: Alternative Fuel Tax Credit, net                 --              (50.2 )
                                                    -----            ------- ----
Credit Agreement EBITDA, Excluding
  Alternative Fuel Tax Credit, net                $ 127.8          $   476.6
Less: Capital Expenditures                          (30.3 )            (87.5 )
                                                    ----- ----       ------- ----
Credit Agreement EBITDA, Excluding
  Alternative Fuel Tax Credit, net and Capital
  Expenditures                                    $  97.5          $   389.1
                                               ==== ===== ====  ==== ======= ====
Net Sales                                         $ 771.9          $ 2,923.6
                                               ==== =====       ==== =======
Credit Agreement EBITDA Margin, Excluding
  Alternative Fuel Tax Credit, net                   16.6    %          16.3    %
                                                    ===== ====       ======= ====
Credit Agreement EBITDA Margin, Excluding
  Alternative Fuel Tax Credit, net and Capital
  Expenditures                                       12.6    %          13.3    %
                                                    ===== ====       ======= ====

Set forth below is a reconciliation of Total Funded Debt to the most directly comparable GAAP measures, Current Portion of Debt and Total Long-Term Debt:

(In Millions)                                          June 30,
                                                        2010
                                                     -------
Current Portion of Debt                            $    72.3
Total Long-Term Debt                                 1,042.0
                                                     -------
Total Debt                                           1,114.3
Less: Hedge Adjustments Resulting From Terminated
  Fair Value Interest Rate Derivatives or Swaps         (2.3 )
                                                     ------- --
Total Debt Less Hedge Adjustments                    1,112.0
Plus: Letters of Credit and Guarantees                  17.3
                                                     -------
Total Funded Debt                                  $ 1,129.3
                                                  == =======
Credit Agreement EBITDA for the Twelve Months
  Ended June 30, 2010                              $   526.8
                                                  == =======
Leverage Ratio                                          2.14
                                                     =======

Adjusted Net Income and Adjusted Earnings per Diluted Share

We also use the non-GAAP measures "adjusted net income" and "adjusted earnings per diluted share". Management believes these non-GAAP financial measures provide our board of directors, investors, potential investors, securities analysts and others with useful information to evaluate the performance of the Company because it excludes restructuring and other costs, net, and other specific items that management believes are not indicative of the ongoing operating results of the business. The Company and our board of directors use this information to evaluate the Company’s performance relative to other periods. We believe that the most directly comparable GAAP measures to adjusted net income and adjusted earnings per diluted share are Net income attributable to Rock-Tenn Company shareholders and Earnings per Diluted Share, respectively. Set forth below is a reconciliation of adjusted net income to Net income attributable to Rock-Tenn Company shareholders:

                                                           Three Months     Three Months      Nine Months    Nine Months
                                                               Ended            Ended            Ended          Ended
                                                             June 30,         June 30,         June 30,       June 30,
(In Millions)                                                  2010             2009             2010           2009
---------------------------------------------------------      ----            -----            -----          -----
Net income attributable to Rock-Tenn Company shareholders    $ 45.1          $  87.0          $ 134.2        $ 155.0
Alternative fuel tax credit, net                                 --            (33.1 )          (28.9 )        (33.1 )
Loss on extinguishment of debt                                   --              1.2              1.8            2.7
Restructuring and other costs, net                             (0.1 )            0.6              2.5            6.5
Operating losses of previously closed facilities                0.3               --              0.9            1.0
Adjusted net income                                          $ 45.3          $  55.7          $ 110.5        $ 132.1
--------------------------------------------------------- ---- ----       ---- -----        --- -----      --- -----

Set forth below is a reconciliation of adjusted earnings per diluted share to Earnings per diluted share and adjusted net income to Net income attributable to Rock-Tenn Company shareholders for the second quarter of fiscal 2010:

                                                            Three Months
                                                                Ended
                                                              March 31,
                                                                2010
                                                               -----
Earnings per diluted share                                   $  0.83
Alternative fuel tax credit, net                               (0.21 )
Loss on extinguishment of debt                                  0.05
Restructuring and other costs, net                              0.02
Operating losses of previously closed facilities                0.01
Adjusted earnings per diluted share                          $  0.70
--------------------------------------------------------- ---- -----
                                                            Three Months
                                                                Ended
                                                              March 31,
(In Millions)                                                   2010
---------------------------------------------------------      -----
Net income attributable to Rock-Tenn Company shareholders    $  32.8
Alternative fuel tax credit, net                                (8.1 )
Loss on extinguishment of debt                                   2.1
Restructuring and other costs, net                               0.6
Operating losses of previously closed facilities                 0.4
Adjusted net income                                          $  27.8
--------------------------------------------------------- ---- -----

SOURCE: RockTenn

RockTenn 
John Stakel, 678-291-7900 
VP-Treasurer
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