Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

OR

 

¨ 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: 001-33541

 

 

Boise Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   20-8356960

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

1111 West Jefferson Street, Suite 200

Boise, Idaho 83702-5388

(Address of principal executive offices) (Zip Code)

(208) 384-7000

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

 

Large accelerated filer  ¨

  Accelerated filer  x   Non-accelerated filer  ¨   Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Shares Outstanding as of October 30, 2009

Common Stock, $.0001 Par Value   84,434,691

 

 

 


Table of Contents

Table of Contents

PART I—FINANCIAL INFORMATION

 

Item 1.

   Financial Statements    1
  

Notes to Unaudited Quarterly Consolidated Financial Statements

   6
  

1. Nature of Operations and Basis of Presentation

   6
  

2. Acquisition of Boise Cascade’s Paper and Packaging Operations

   7
  

3. Alternative Fuel Mixture Credits, Net

   7
  

4. Net Income (Loss) Per Common Share

   8
  

5. Transactions With Related Parties

   8
  

6. Other (Income) Expense, Net

   10
  

7. Income Taxes

   10
  

8. Leases

   11
  

9. Receivables

   12
  

10. Inventories

   12
  

11. Property and Equipment, Net

   13
  

12. Intangible Assets

   13
  

13. Asset Retirement Obligations

   13
  

14. Debt

   14
  

15. Financial Instruments

   17
  

16. New and Recently Adopted Accounting Standards

   23
  

17. Retirement and Benefit Plans

   23
  

18. Stockholders’ Equity

   24
  

19. Comprehensive Income (Loss)

   27
  

20. St. Helens Mill Restructuring

   27
  

21. Segment Information

   28
  

22. Commitments and Guarantees

   32
  

23. Legal Proceedings and Contingencies

   32

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    33
  

Understanding Our Financial Information

   33
  

Background

   33
  

Our Segments

   33
  

Debt Issuance and Restructuring

   34
  

Acquisition of Boise Cascade’s Paper and Packaging Operations

   35
  

Alternative Fuel Mixture Credits

   35
  

St. Helens Mill Restructuring and DeRidder Machine Idling

   36
  

Recent Trends and Operational Outlook

   36
  

Factors That Affect Our Operating Results

   37
  

Our Operating Results

   42
  

Liquidity and Capital Resources

   50
  

Contractual Obligations

   57
  

Off-Balance-Sheet Activities

   57
  

Guarantees

   57
  

Inflationary and Seasonal Influences

   58
  

Working Capital

   58
  

Environmental

   58
  

Critical Accounting Estimates

   58
  

New and Recently Adopted Accounting Standards

   58

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk    59

Item 4.

   Controls and Procedures    59
PART II—OTHER INFORMATION   

Item 1.

   Legal Proceedings    61

Item 1A.

   Risk Factors    61

 

i


Table of Contents

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds    68

Item 3.

   Defaults Upon Senior Securities    68

Item 4.

   Submission of Matters to a Vote of Securityholders    68

Item 5.

   Other Information    68

Item 6.

   Exhibits    68

All reports we file with the Securities and Exchange Commission (SEC) are available free of charge via the Electronic Data Gathering Analysis and Retrieval (EDGAR) System on the SEC Web site at www.sec.gov. We also provide copies of our SEC filings at no charge upon request and make electronic copies of our reports available through our Web site at www.boiseinc.com as soon as reasonably practicable after filing such material with the SEC.

 

ii


Table of Contents

PART I—FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

Boise Inc.

Consolidated Statements of Income (Loss)

(unaudited, in thousands, except share and per-share data)

 

     Three Months Ended
September 30
 
     2009     2008  

Sales

    

Trade

   $ 498,812      $ 610,909   

Related parties

     9,453        22,209   
                
     508,265        633,118   
                

Costs and expenses

    

Materials, labor, and other operating expenses

     401,607        526,731   

Fiber costs from related parties

     10,325        21,213   

Depreciation, amortization, and depletion

     32,916        31,426   

Selling and distribution expenses

     13,588        13,803   

General and administrative expenses

     12,813        9,891   

St. Helens mill restructuring

     1,402        —     

Alternative fuel mixture credits, net

     (59,572     —     

Other (income) expense, net

     1,710        (36
                
     414,789        603,028   
                

Income from operations

     93,476        30,090   
                

Foreign exchange gain (loss)

     1,597        (449

Change in fair value of interest rate derivatives

     125        (306

Interest expense

     (21,436     (27,484

Interest income

     130        153   
                
     (19,584     (28,086
                

Income before income taxes

     73,892        2,004   

Income tax (provision) benefit

     (25,737     2,379   
                

Net income

   $ 48,155      $ 4,383   
                

Weighted average common shares outstanding:

    

Basic

     78,634,920        77,259,947   

Diluted

     84,240,582        78,438,847   

Net income per common share:

    

Basic

   $ 0.61      $ 0.06   

Diluted

   $ 0.57      $ 0.06   

See accompanying notes to unaudited quarterly consolidated financial statements.

 

1


Table of Contents

Boise Inc.

Consolidated Statements of Income (Loss)

(unaudited, in thousands, except share and per-share data)

 

     Boise Inc.              Predecessor  
     Nine Months Ended
September 30
              January 1
Through
February 21,

2008
 
     2009     2008              

Sales

             

Trade

   $ 1,453,557      $ 1,423,536             $ 258,430   

Related parties

     34,360        55,977               101,490   
                               
     1,487,917        1,479,513               359,920   
                               
 

Costs and expenses

             

Materials, labor, and other operating expenses

     1,200,759        1,266,250               313,931   

Fiber costs from related parties

     24,961        46,857               7,662   

Depreciation, amortization, and depletion

     97,780        76,862               477   

Selling and distribution expenses

     41,394        34,563               9,097   

General and administrative expenses

     35,877        26,702               6,606   

St. Helens mill restructuring

     6,183        —                 —     

Alternative fuel mixture credits, net

     (134,909     —                 —     

Other (income) expense, net

     4,383        (160            (989
                               
     1,276,428        1,451,074               336,784   
                               
 

Income from operations

     211,489        28,439               23,136   
                               
 

Foreign exchange gain (loss)

     2,076        (1,511            54   

Change in fair value of interest rate derivatives

     620        204               —     

Interest expense

     (64,979     (65,064            (2

Interest income

     275        2,152               161   
                               
     (62,008     (64,219            213   
                               
 

Income (loss) before income taxes

     149,481        (35,780            23,349   

Income tax (provision) benefit

     (51,359     5,742               (563
                               

Net income (loss)

   $ 98,122      $ (30,038          $ 22,786   
                               
 

Weighted average common shares outstanding:

             

Basic

     78,093,453        72,418,643               —     

Diluted

     82,692,945        72,418,643               —     
 

Net income (loss) per common share:

             

Basic

   $ 1.26      $ (0.41          $ —     

Diluted

   $ 1.19      $ (0.41          $ —     

See accompanying notes to unaudited quarterly consolidated financial statements.

 

2


Table of Contents

Boise Inc.

Consolidated Balance Sheets

(unaudited, in thousands)

 

     September 30, 2009    December 31, 2008

ASSETS

     

Current

     

Cash and cash equivalents

   $ 237,604    $ 22,518

Short-term investments

     10,010      —  

Receivables

     

Trade, less allowances of $1,074 and $961

     190,561      220,204

Related parties

     2,037      1,796

Other

     36,547      4,937

Inventories

     256,206      335,004

Deferred income taxes

     —        5,318

Prepaid and other

     7,648      6,289
             
     740,613      596,066
             

Property

     

Property and equipment, net

     1,218,759      1,262,810

Fiber farms and deposits

     17,208      14,651
             
     1,235,967      1,277,461
             

Deferred financing costs

     63,851      72,570

Intangible assets, net

     33,047      35,075

Other assets

     7,881      7,114
             

Total assets

   $ 2,081,359    $ 1,988,286
             

See accompanying notes to unaudited quarterly consolidated financial statements.

 

3


Table of Contents

Boise Inc.

Consolidated Balance Sheets (continued)

(unaudited, in thousands, except share and per-share data)

 

     September 30, 2009     December 31, 2008  

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current

    

Current portion of long-term debt

   $ 22,235      $ 25,822   

Income taxes payable

     340        841   

Accounts payable

    

Trade

     165,780        177,157   

Related parties

     3,512        3,107   

Accrued liabilities

    

Compensation and benefits

     67,573        44,488   

Interest payable

     163        184   

Other

     22,679        17,402   
                
     282,282        269,001   
                

Debt

    

Long-term debt, less current portion

     932,517        1,011,628   

Notes payable

     74,788        66,606   
                
     1,007,305        1,078,234   
                

Other

    

Deferred income taxes

     44,481        8,907   

Compensation and benefits

     151,428        149,691   

Other long-term liabilities

     45,618        33,007   
                
     241,527        191,605   
                

Commitments and contingent liabilities

    

Stockholders’ Equity

    

Preferred stock, $.0001 par value per share:

     —          —     

1,000,000 shares authorized; none issued

    

Common stock, $.0001 par value per share:

     8        8   

250,000,000 shares authorized; 84,434,691 shares and 79,716,130 shares issued and outstanding

    

Additional paid-in capital

     577,782        575,151   

Accumulated other comprehensive income (loss)

     (85,636     (85,682

Retained earnings (accumulated deficit)

     58,091        (40,031
                

Total stockholders’ equity

     550,245        449,446   
                

Total liabilities and stockholders’ equity

   $ 2,081,359      $ 1,988,286   
                

See accompanying notes to unaudited quarterly consolidated financial statements.

 

4


Table of Contents

Boise Inc.

Consolidated Statements of Cash Flows

(unaudited, in thousands)

 

     Boise Inc.              Predecessor  
     Nine Months Ended
September 30
              January 1
Through
February 21,

2008
 
     2009     2008              

Cash provided by (used for) operations

             

Net income (loss)

   $ 98,122      $ (30,038          $ 22,786   

Items in net income (loss) not using (providing) cash

             

Depreciation, depletion, and amortization of deferred financing costs and other

     107,471        83,803               477   

Share-based compensation expense

     2,631        1,934               —     

Related-party interest expense

     —          2,760               —     

Notes payable interest expense

     8,182        2,989               —     

Pension and other postretirement benefit expense

     6,605        7,128               1,826   

Deferred income taxes

     42,667        (5,742            11   

Change in fair value of energy derivatives

     (4,902     7,471               (37

Change in fair value of interest rate derivatives

     (620     (204            —     

(Gain) loss on sales of assets, net

     395        4               (943

Other

     (2,076     1,511               (54

Decrease (increase) in working capital, net of acquisitions

             

Receivables

     1,628        (1,851            (23,522

Inventories

     79,004        (20,660            5,343   

Prepaid expenses

     (462     (5,400            875   

Accounts payable and accrued liabilities

     18,436        29,869               (10,718

Current and deferred income taxes

     7,991        (1,488            335   

Pension and other postretirement benefit payments

     (7,204     (291            (1,826

Other

     1,779        (3,388            2,326   
                               

Cash provided by (used for) operations

     359,647        68,407               (3,121
                               
 

Cash provided by (used for) investment

             

Acquisition of businesses and facilities

     (543     (1,215,641            —     

Cash released from (held in) trust, net

     —          403,989               —     

Expenditures for property and equipment

     (53,562     (58,928            (10,168

Purchases of short-term investments

     (13,792     —                 —     

Maturities of short-term investments

     3,774        —                 —     

Sales of assets

     639        241               17,662   

Other

     1,621        (1,838            863   
                               

Cash provided by (used for) investment

     (61,863     (872,177            8,357   
                               
 

Cash provided by (used for) financing

             

Issuances of long-term debt

     10,000        1,105,700               —     

Payments of long-term debt

     (92,698     (60,500            —     

Payments to stockholders for exercise of conversion rights

     —          (120,170            —     

Payments of deferred financing fees

     —          (81,898            —     

Payments of deferred underwriters fees

     —          (12,420            —     

Net equity transactions with related parties

     —          —                 (5,237
                               

Cash provided by (used for) financing

     (82,698     830,712               (5,237
                               
 

Increase (decrease) in cash and cash equivalents

     215,086        26,942               (1
 

Balance at beginning of the period

     22,518        186               8   
 
                               

Balance at end of the period

   $   237,604      $ 27,128             $ 7   
                               

See accompanying notes to unaudited quarterly consolidated financial statements.

 

5


Table of Contents

Notes to Unaudited Quarterly Consolidated Financial Statements

1. Nature of Operations and Basis of Presentation

On February 22, 2008, Boise Inc. or “the Company,” “we,” “us,” or “our” completed the acquisition (the Acquisition) of Boise White Paper, L.L.C., Boise Packaging & Newsprint, L.L.C., Boise Cascade Transportation Holdings Corp. (collectively, the Paper Group), and other assets and liabilities related to the operation of the paper, packaging and newsprint, and transportation businesses of the Paper Group and part of the headquarters operations of Boise Cascade, L.L.C. (Boise Cascade). The business we acquired is referred to in this report on Form 10-Q as the “Predecessor.” The Acquisition was accomplished through the Company’s acquisition of Boise Paper Holdings, L.L.C. See Note 2, Acquisition of Boise Cascade’s Paper and Packaging Operations, in this Form 10-Q and Note 3, Acquisition of Boise Cascade’s Paper and Packaging Operations, of the Notes to Consolidated Financial Statements in “Item. 8. Financial Statements and Supplementary Data” in our 2008 Annual Report on Form 10-K for more information related to the Acquisition.

The following sets forth our corporate structure following the Acquisition:

LOGO

Boise Inc., headquartered in Boise, Idaho, operates its business in three reportable segments: Paper, Packaging, and Corporate and Other (support services). We manufacture packaging products and papers, including corrugated containers, containerboard, label and release and flexible packaging papers, imaging papers for the office and home, printing and converting papers, newsprint, and market pulp.

The accompanying Consolidated Statement of Income (Loss) and Consolidated Statement of Cash Flows for the nine months ended September 30, 2008, include our activities prior to the Acquisition and the operations of the acquired businesses from February 22, 2008, through September 30, 2008. The Consolidated Statement of Income (Loss) and Consolidated Statement of Cash Flows for the period of January 1 through February 21, 2008, of the Predecessor are presented for comparative purposes.

The quarterly consolidated financial statements presented have not been audited by an independent registered public accounting firm but, in the opinion of management, include all adjustments, consisting of normal, recurring adjustments, necessary to present fairly the results for the periods presented. The preparation of the consolidated financial statements involves the use of estimates and accruals. Actual results may vary from those estimates. Quarterly results are not necessarily indicative of

 

6


Table of Contents

results that may be expected for the full year. These condensed notes to unaudited consolidated financial statements should be read in conjunction with our Quarterly Reports on Form 10-Q, our 2008 Annual Report on Form 10-K, and the other reports we file with the Securities and Exchange Commission (SEC).

For the Predecessor period presented, the consolidated financial statements include accounts specifically attributed to the Paper Group and a portion of Boise Cascade’s shared corporate general and administrative expenses. These shared services include, but are not limited to, finance, accounting, legal, information technology, and human resource functions. Some corporate costs related solely to the Predecessor and were allocated totally to these operations. Shared corporate general and administrative expenses not specifically identifiable to the Paper Group were allocated primarily based on average sales, assets, and labor costs. The Predecessor consolidated financial statements do not include an allocation of Boise Cascade’s debt, interest, and deferred financing costs, because none of these items were specifically identified as corporate advances to, or borrowings by, the Predecessor. Boise Cascade used interest rate swaps to hedge variable interest rate risk. Because debt and interest costs are not allocated to the Predecessor, the effects of the interest rate swaps are not included in the consolidated financial statements. During the Predecessor period presented, income taxes, where applicable, were calculated as if the Predecessor were a separate taxable entity. For the period of January 1 through February 21, 2008, the majority of the businesses and assets of the Predecessor were held and operated by limited liability companies, which are not subject to entity-level federal or state income taxation. In addition to the businesses and assets held and operated by limited liability companies, the Predecessor had taxable corporations subject to federal, state, and local income taxes for which taxes were recorded. Information on the allocations and related-party transactions is included in Note 5, Transactions With Related Parties.

Subsequent Events

We have evaluated subsequent events relating to these consolidated financial statements and footnotes through November 3, 2009, the date we filed our third-quarter Form 10-Q with the SEC. See Note 14, Debt, for disclosure of subsequent events.

2. Acquisition of Boise Cascade’s Paper and Packaging Operations

On February 22, 2008, we acquired the paper, packaging, and most of the corporate and other segments of Boise Cascade for cash and securities. Upon completion of the transaction, Boise Cascade owned 37.9 million, or 49%, of our outstanding shares, and it continues to hold a significant financial interest in us. The purchase price was paid with cash, the issuance of shares of our common stock, and a note payable. These costs, including direct transaction costs and purchase price adjustments, totaled $1.7 billion. For additional information related to the purchase price paid and the fair value allocation of the assets acquired and liabilities assumed in the Acquisition, see Note 3, Acquisition of Boise Cascade’s Paper and Packaging Operations, of the Notes to Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” in our 2008 Annual Report on Form 10-K.

3. Alternative Fuel Mixture Credits, Net

The United States (U.S.) Internal Revenue Code allows an excise tax credit for taxpayers who use alternative fuels in the taxpayer’s trade or business. Each year, under normal operating conditions, we produce and use approximately 500 million gallons of liquid fuel (black liquor) produced from biomass to provide energy to four of our five paper mills. The credit, equal to $0.50 per gallon of the alternative fuel mixture, is refundable to the taxpayer. In first quarter 2009, we filed to be registered as an alternative fuel mixer and, in April, received notification that the registration was approved by the Internal Revenue Service. We became eligible to claim credits for black liquor produced at our four pulp and paper mills beginning at various dates from late January to late March 2009. Although there is some uncertainty as to the continued existence and availability of the alternative fuel mixture credit, we are reasonably assured that the credit for the alternative fuel mixture used by us through September 30, 2009, has been earned and will be collected from the U.S. government. Accordingly, during the three and nine months ended September 30, 2009, we recorded $59.6 million and $134.9 million, respectively, in “Alternative fuel mixture credits, net” in our Consolidated Statements of Income (Loss). As of September 30, 2009, we recorded a receivable of $29.2 million in “Receivables, Other” on our Consolidated Balance Sheet for alternative fuel mixture credits. The credits are scheduled to expire on December 31, 2009.

 

7


Table of Contents

4. Net Income (Loss) Per Common Share

For the three and nine months ended September 30, 2009 and 2008, net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Basic and diluted net income (loss) per share is calculated as follows:

 

     Three Months Ended
September 30
   Nine Months Ended
September 30
 
     2009    2008    2009    2008  
     (thousands, except per-share data)  
                       

Net income (loss)

   $   48,155    $ 4,383    $   98,122    $   (30,038

Weighted average number of common shares for basic net income (loss) per share

     78,635      77,260      78,093      72,419   

Incremental effect of dilutive common stock equivalents:

           

Common stock warrants (a)

     —        —        —        —     

Restricted stock and restricted stock units (b)

     5,606      1,179      4,600      —     
                             

Weighted average number of shares for diluted net income (loss) per share

     84,241      78,439      82,693      72,419   
                             

Net income (loss) per share:

           

Basic

   $ 0.61    $ 0.06    $ 1.26    $ (0.41
                             

Diluted (a) (b)

   $ 0.57    $ 0.06    $ 1.19    $ (0.41
                             

 

(a) For the three and nine months ended September 30, 2009 and 2008, warrants to purchase 44.4 million shares of common stock were not included in the computation of diluted net income (loss) per share, because the exercise price exceeded the average market price of our common stock.

 

(b) For the nine months ended September 30, 2008, unvested restricted stock and restricted stock units were not included in the computation of diluted net loss per share, because inclusion of these amounts would be antidilutive.

5. Transactions With Related Parties

Related-Party Sales

During the Predecessor period of January 1 through February 21, 2008, the Predecessor sold paper and paper products to OfficeMax Incorporated (OfficeMax) at sales prices that were designed to approximate market prices. For the Predecessor period of January 1 through February 21, 2008, sales to OfficeMax were $90.1 million and represented 25% of total sales. These sales are included in “Sales, Related parties” in the Consolidated Statement of Income (Loss). Subsequent to the Acquisition, OfficeMax is no longer a related party.

Boise Inc. and the Predecessor provided transportation services to Boise Cascade. For the three and nine months ended September 30, 2009, we recorded $0.6 million and $1.9 million, respectively, of sales for transportation services, and for the three and nine months ended September 30, 2008, we recorded $1.1 million and $2.8 million, respectively. The Predecessor recorded $0.6 million of sales for transportation services during the period of January 1 through February 21, 2008.

The Predecessor sold $10.8 million of wood to Boise Cascade’s wood products business during the period of January 1 through February 21, 2008. These sales are included in “Sales, Related parties” in the Consolidated Statements of Income (Loss). Subsequent to the Acquisition, Louisiana Timber Procurement Company, L.L.C. (LTP), a variable-interest entity that is 50% owned by Boise Inc. and 50% owned by Boise Cascade, began selling wood to Boise Cascade and Boise Inc. at prices designed to approximate market prices. LTP procures saw timber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of Boise Inc. and Boise Cascade. We are the primary beneficiary of LTP; therefore, we fully consolidate LTP in our financial statements. During the three and nine months ended September 30, 2009, we recorded $5.0 million and $21.4 million, respectively, of sales to Boise Cascade in “Sales, Related parties” in the Consolidated Statements of Income (Loss) and approximately the same amount of expenses in “Materials, labor, and other operating expenses.” During the three and nine months ended September 30, 2008, we recorded $17.4 million and $44.1 million, respectively, of sales to Boise Cascade.

 

8


Table of Contents

In connection with the Acquisition, we entered into an outsourcing services agreement under which we provide a number of corporate staff services to Boise Cascade at our cost. These services include information technology, accounting, and human resource services. The initial term of the agreement is for three years. It will automatically renew for one-year terms unless either party provides notice of termination to the other party at least 12 months in advance of the applicable term. For the three and nine months ended September 30, 2009, we recognized $3.9 million and $11.1 million, respectively, and for the three and nine months ended September 30, 2008, we recognized $3.7 million and $9.1 million, respectively, in “Sales, Related parties” and the same amounts in “Costs and expenses” in our Consolidated Statements of Income (Loss) related to this agreement.

Related-Party Costs and Expenses

Boise Inc. and the Predecessor purchased fiber from related parties at prices that approximated market prices. During the three and nine months ended September 30, 2009, fiber purchases from related parties were $10.3 million and $25.0 million, respectively. Fiber purchases from related parties were $21.2 million and $46.9 million during the three and nine months ended September 30, 2008, and $7.7 million during the Predecessor period of January 1 through February 21, 2008. Most of these purchases related to chip and log purchases from Boise Cascade’s wood products business. All of the costs associated with these purchases were recorded as “Fiber costs from related parties” in the Consolidated Statements of Income (Loss).

During the Predecessor period presented, the Predecessor used services and administrative staff of Boise Cascade. These services included, but were not limited to, finance, accounting, legal, information technology, and human resource functions. The costs not specifically identifiable to the Predecessor were allocated based primarily on average sales, assets, and labor costs. These costs are included in “General and administrative expenses” in the Consolidated Statement of Income (Loss). The Predecessor believes the allocations are a reasonable reflection of its use of the services. However, had the Predecessor operated on a stand-alone basis, it estimates that its Corporate and Other segment would have reported approximately $2.5 million of segment expenses before interest, taxes, depreciation, and amortization for the Predecessor period of January 1 through February 21, 2008.

During the Predecessor period presented, some of the Predecessor’s employees participated in Boise Cascade’s noncontributory defined benefit pension and contributory defined contribution savings plans. For the Predecessor period of January 1 through February 21, 2008, the Statement of Income (Loss) included $3.9 million of expenses attributable to its participation in Boise Cascade’s defined benefit and defined contribution plans.

During the three and nine months ended September 30, 2008, we recorded zero and $2.8 million, respectively, of related-party interest expense in “Interest expense” in our Consolidated Statements of Income (Loss). This expense is related to the subordinated promissory note we issued to Boise Cascade in connection with the Acquisition. After the Acquisition, the note was transferred to parties unrelated to Boise Cascade or to us. Accordingly, we no longer record the note as a related-party note on our Consolidated Balance Sheet. At September 30, 2009, and December 31, 2008, we had $74.8 million and $66.6 million, respectively, recorded in “Notes payable” on our Consolidated Balance Sheets.

 

9


Table of Contents

Predecessor

During the Predecessor period of January 1 through February 21, 2008, the Predecessor participated in Boise Cascade’s centralized cash management system. Cash receipts attributable to the Predecessor’s operations were collected by Boise Cascade, and cash disbursements were funded by Boise Cascade. The net effect of these transactions has been reflected as “Net equity transactions with related parties” in the Consolidated Statement of Cash Flows. The following table includes the components of these related-party transactions:

 

     Predecessor  
     January 1
Through
February 21,
2008
 
     (thousands)  
        

Cash collections

   $   (354,222

Payment of accounts payable

     336,605   

Capital expenditures and acquisitions

     10,168   

Income taxes

     217   

Corporate general and administrative expense allocation

     1,995   
        

Net equity transactions with related parties

   $ (5,237
        

6. Other (Income) Expense, Net

“Other (income) expense, net” includes miscellaneous income and expense items. The components of “Other (income) expense, net” in the Consolidated Statements of Income (Loss) are as follows (in thousands):

 

     Boise Inc.              Predecessor  
     Three Months Ended
September 30
    Nine Months Ended
September 30
              January 1
Through
February 21,

2008
 
     2009    2008     2009    2008              
                                        

Sales of assets, net

   $ 385    $ 24      $ 395    $ 4             $ (941

Other, net (a)

     1,325      (60     3,988      (164            (48
                                             
   $ 1,710    $ (36   $ 4,383    $ (160          $ (989
                                             

 

(a) The three and nine months ended September 30, 2009, included $1.0 million and $2.9 million, respectively, of expense related to the indefinite idling of the #2 newsprint machine (D-2) at our mill in DeRidder, Louisiana, which was recorded in our Packaging segment. These charges included severance costs, preservation and maintenance costs, and other miscellaneous costs related to the D-2 idling. The D-2 indefinite idling resulted in the termination of 15 salaried employees at the DeRidder mill, as well as 95 hourly employees, some of whom have filled other positions within the Company, while the remaining are on layoff status as of September 30, 2009. We employ approximately 430 employees at the mill after idling D-2. At September 30, 2009, we had $0.2 million of severance liabilities recorded in “Accrued liabilities, Compensation and benefits” on the Consolidated Balance Sheet. We expect to pay the remainder of these severance costs by first quarter 2010.

7. Income Taxes

For the three and nine months ended September 30, 2009, our effective tax rate was 34.8% and 34.4%, respectively. During both of these periods, the primary reason for the difference from the federal statutory income tax rate of 35.0% was the release of valuation allowances recorded in the prior year because of expected taxable income in the current year. For the three months ended September 30, 2008, the effective tax rate was not meaningful. For the nine months ended September 30, 2008, the effective tax benefit rate was 16.05%. The primary reason for the difference from the federal statutory income tax rate is nondeductible permanent items.

During the Predecessor period of January 1 through February 21, 2008, the majority of the Predecessor businesses and assets were held and operated by limited liability companies, which are not subject to entity-level federal or state income taxation. For the separate Predecessor subsidiaries that are taxed as corporations, the effective tax rate was 37.6%. During this period, the primary reason for the difference from the federal statutory income tax rate was the effect of state income taxes.

For the three and nine months ended September 30, 2009, we recorded $25.7 million and $51.4 million of income tax expense. In 2009, we expect to release all of our valuation allowances recorded against our 2008 net operating losses because of expected taxable income in the current year.

 

10


Table of Contents

For the three months ended September 30, 2008, we recorded $2.4 million of income tax benefits. These tax benefits relate primarily to the release of valuation allowances we previously recorded against deferred tax assets. We released these valuation allowances because we determined it is more likely than not that we will use our deferred tax assets to offset deferred tax liabilities. During the nine months ended September 30, 2008, we recorded $5.7 million of income tax benefits related to losses incurred during the nine-month period. As a result of significantly completing our purchase price allocation, during the three months ended September 30, 2008, we recorded $12.4 million of deferred tax liabilities. At September 30, 2008, our deferred tax liability, net of deferred tax assets, was $7.3 million. Because of its pass-through tax structure, the Predecessor recorded tax expense related only to small subsidiaries that are taxed as corporations.

During the nine months ended September 30, 2009, cash paid for taxes, net of refunds was $0.6 million. During the nine months ended September 30, 2008, cash paid for taxes, net of refunds, was $1.9 million. During the Predecessor period of January 1 through February 21, 2008, cash paid for taxes, net of refunds, was not material.

As part of the Acquisition, we acquired two corporate entities, both of which are subject to examination by taxing authorities in their normal course of business. These entities are subject to audit by taxing authorities for the year 2005 and the years that follow. We are responsible for any tax adjustments resulting from such audits. One of these entities, Boise Cascade Transportation Holdings Corp., has completed examination for the 2006 tax year without any proposed adjustments.

We recognize tax liabilities, and we adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available or as new uncertainties occur. For the three and nine months ended September 30, 2009, we increased the amount of our unrecognized tax benefit by $29.5 million and $60.2 million, respectively, which was charged to income tax expense, as a result of excluding the alternative fuel mixture credits from income for tax purposes. If recognized, this unrecognized tax benefit would affect our effective tax rate. Exclusion of the alternative fuel mixture credits generated a deferred tax benefit of $29.7 million and $51.7 million, respectively, for the three and nine months ended September 30, 2009 (primarily a net operating loss carry-forward).

We have determined that there is a reasonable basis to exclude the alternative fuel mixture credit from taxable income. Accordingly, $51.7 million of the $60.2 million is recorded as a credit to our long-term deferred taxes to eliminate the benefit associated with the uncertain tax position. The remaining $8.6 million is recorded in “Other long-term liabilities” on our Consolidated Balance Sheet. Additional guidance may be issued by the Internal Revenue Service (IRS) in the next twelve months, which could cause us to change our unrecognized tax benefits from the amounts currently recorded.

We recognize interest and penalties related to uncertain tax positions as income tax expense. Interest expense related to uncertain tax positions was immaterial for the three and nine months ended September 30, 2009. Accrued interest related to uncertain tax positions was immaterial as of September 30, 2009, and December 31, 2008. We did not record any penalties associated with our uncertain tax positions during the three and nine months ended September 30, 2009.

8. Leases

We lease our distribution centers, as well as other property and equipment, under operating leases. During the Predecessor period presented, the Predecessor leased its distribution centers, as well as other property and equipment, under operating leases. For purposes of determining straight-line rent expense, the lease term is calculated from the date of possession of the facility, including any periods of free rent and any renewal option periods that are reasonably assured of being exercised. Straight-line rent expense is also adjusted to reflect any allowances or reimbursements provided by the lessor. The sublease rental income we receive is not significant. Rental expense for operating leases is as follows (in thousands):

 

     Boise Inc.         Predecessor
     Three Months Ended
September 30
   Nine Months Ended
September 30
         January 1
Through
February 21,

2008
     2009    2008    2009    2008         
                                

Rental expense

   $     4,452    $     4,153    $   12,239    $     9,298         $ 2,044

 

11


Table of Contents

For noncancelable operating leases with remaining terms of more than one year, the minimum lease payment requirements are $3.1 million for the remainder of 2009, $12.3 million in 2010, $11.5 million in 2011, $10.5 million in 2012, $8.2 million in 2013, and $6.9 million in 2014, with total payments thereafter of $19.2 million. Minimum sublease rental income received in the future is not expected to be material, and future minimum payment requirements have not been reduced by any sublease rental income.

Substantially all lease agreements have fixed payment terms based on the passage of time. Some lease agreements provide us with the option to purchase the leased property. Additionally, some agreements contain renewal options averaging seven years, with fixed payment terms similar to those in the original lease agreements.

9. Receivables

We have a large, diversified customer base; however, we sell a large portion of our paper sales volume to OfficeMax. Sales to OfficeMax represent a concentration in the volume of business transacted and a concentration of credit risk. During the three and nine months ended September 30, 2009, sales to OfficeMax were $132.5 million and $412.6 million, respectively, and represented approximately 26% and 28% of our total sales for these periods. During the three and nine months ended September 30, 2008, sales to OfficeMax were $147.4 million and $357.5 million, respectively, and represented approximately 23% and 24% of total sales for these periods. At September 30, 2009, and December 31, 2008, we had $35.3 million and $30.3 million, respectively, of accounts receivable due from OfficeMax.

Until early 2009, we marketed our newsprint exclusively through Abitibi-Consolidated Sales Corporation (ACSC), an indirect subsidiary of AbitibiBowater Inc. We terminated this agreement in early 2009, and we now market newsprint directly to customers using our own sales organization. At September 30, 2009, and December 31, 2008, we had $8.7 million and $32.4 million, respectively, of receivables due from ACSC. The amount ACSC owes us is less than the amount we owe ACSC and other affiliates of AbitibiBowater. In April 2009, AbitibiBowater announced that certain of its U.S. and Canadian subsidiaries have filed voluntary petitions in the U.S. under Chapter 11 of the United States Bankruptcy Code. In addition, several of AbitibiBowater’s Canadian subsidiaries have obtained an order from the Quebec Superior Court in Canada for creditor protection pursuant to the Companies’ Creditors Arrangement Act. The Fort Frances, Ontario, pulp mill, which is owned by AbitibiBowater, is a major supplier of purchased pulp to our International Falls, Minnesota, mill. The impact of the bankruptcy proceedings on the operations of the Fort Frances pulp mill is uncertain; however, due to the availability of alternative sources of pulp fiber, we do not anticipate at this time a significant impact on the mill operations at International Falls. It is uncertain what effect the reorganization will have on our ability to collect all or some of the receivables owed to us by the various AbitibiBowater entities.

10. Inventories

Inventories include the following:

 

     September 30,
2009
   December 31,
2008
     (thousands)
           

Finished goods

   $ 122,218    $ 173,029

Work in process

     28,642      37,582

Fiber

     29,879      41,241

Other raw materials and supplies

     75,467      83,152
             
   $ 256,206    $ 335,004
             

 

12


Table of Contents

11. Property and Equipment, Net

Property and equipment consist of the following asset classes:

 

     September 30,
2009
    December 31,
2008
 
     (thousands)  
              

Land and land improvements

   $ 31,875      $ 31,875   

Buildings and improvements

     197,202        187,892   

Machinery and equipment

     1,151,799        1,113,572   

Construction in progress

     27,725        29,833   
                
     1,408,601        1,363,172   

Less accumulated depreciation

     (189,842     (100,362
                
   $   1,218,759      $   1,262,810   
                

12. Intangible Assets

Intangible assets represent primarily the values assigned to trademarks and trade names, customer relationships, and technology in connection with the Acquisition. Customer relationships are amortized over approximately ten years, and technology is amortized over approximately five years. Trademarks and trade names are not amortized. During the three and nine months ended September 30, 2009, intangible asset amortization was $0.7 million and $2.1 million. During the three and nine months ended September 30, 2008, and during the Predecessor period of January 1 through February 21, 2008, intangible asset amortization was $0.8 million, $1.5 million, and zero, respectively. Our estimated amortization expense is $0.7 million for the remainder of 2009, $2.8 million in each of 2010 and 2011, $2.7 million in 2012, $1.6 million in 2013, and $1.4 million in 2014.

 

     September 30, 2009
     Gross Carrying
Amount
   Accumulated
Amortization
    Net Carrying
Amount
     (thousands)
                 

Trademarks and trade names

   $ 16,800    $ —        $ 16,800

Customer relationships

     13,700      (2,169     11,531

Technology and other

     6,895      (2,179     4,716
                     
   $ 37,395    $ (4,348   $ 33,047
                     
     December 31, 2008
     Gross Carrying
Amount
   Accumulated
Amortization
    Net Carrying
Amount
     (thousands)
                 

Trademarks and trade names

   $ 16,800    $ —        $ 16,800

Customer relationships

     13,700      (1,142     12,558

Technology and other

     6,860      (1,143     5,717
                     
   $ 37,360    $ (2,285   $ 35,075
                     

13. Asset Retirement Obligations

We accrue for asset retirement obligations in the period in which they are incurred if sufficient information is available to reasonably estimate the fair value of the obligation. When we record the liability, we capitalize the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its settlement value, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, we will recognize a gain or loss for any difference between the settlement amount and the liability recorded.

 

13


Table of Contents

At September 30, 2009, and December 31, 2008, we had $15.1 million and $14.3 million, respectively, of asset retirement obligations recorded on the Consolidated Balance Sheets. These liabilities related primarily to landfill closure and closed-site monitoring costs. These liabilities are based on the best estimate of current costs and are updated periodically to reflect current technology, laws and regulations, inflation, and other economic factors. No assets are legally restricted for purposes of settling asset retirement obligations. The table below describes changes to the asset retirement obligations for the nine months ended September 30, 2009, and for the year ended December 31, 2008:

 

     September 30,
2009
    December 31,
2008
 
     (thousands)  
              

Asset retirement obligation at beginning of period

   $ 14,283      $ —     

Asset retirement liability recorded in the purchase price allocation

     —          13,655   

Liabilities incurred

     —          58   

Accretion expense

     879        921   

Payments

     (107     (542

Revisions in estimated cash flows

     —          191   
                

Asset retirement obligation at end of period

   $ 15,055      $ 14,283   
                

We have additional asset retirement obligations with indeterminate settlement dates. The fair value of these asset retirement obligations cannot be estimated due to the lack of sufficient information to estimate the settlement dates of the obligations. These asset retirement obligations include, for example, (i) removal and disposal of potentially hazardous materials related to equipment and/or an operating facility if the equipment and/or facilities were to undergo major maintenance, renovation, or demolition; (ii) wastewater treatment ponds that may be required to be drained and/or cleaned if the related operating facility is closed; and (iii) storage sites or owned facilities for which removal and/or disposal of chemicals and other related materials are required if the operating facility is closed. We will recognize a liability in the period in which sufficient information becomes available to reasonably estimate the fair value of these obligations.

14. Debt

Subsequent Event—Debt Issuance and Restructuring

In October 2009, two of our wholly owned subsidiaries, Boise Paper Holdings, L.L.C., and Boise Finance Company (a new entity created to facilitate debt issuance), issued $300.0 million of senior unsecured notes in a private offering. The notes are due in November 2017 and bear interest at a rate of 9.0%. We have used the proceeds from this offering and cash on hand for the following purposes:

 

   

Repay $75.0 million of our Tranche A and Tranche B term loan facilities at par;

 

   

Repurchase all of our $260.7 million second lien term loans at 113% of face value; and

 

   

Exercise the option we entered into on August 4, 2009, to repurchase and retire the $74.8 million notes payable at 70% of face value.

In connection with the issuance we also entered into amendments to our senior secured credit facilities. These amendments permit us to incur $300.0 million of new senior unsecured notes, repurchase all of the second lien term loans, repurchase and retire the notes payable, and modify certain of our financial covenants. The financial covenant modifications change our total net debt leverage ratio to 4.75:1:00, stepping down to 4.50:1.00 at September 30, 2011. We also have a new first lien secured leverage ratio of 3.25:1:00, stepping down to 3.00:1.00 at September 30, 2011. We are evaluating the impact of the debt restructuring as it relates to the potential write-off of previously deferred, unamortized financing costs related to our second lien facilities.

The sources and uses of cash related to the transaction described above include the following (in thousands):

 

Sources

    

Cash

   $   141,854

Senior notes

     300,000
      
   $   441,854
      

Uses

    

Prepay Tranche A term loan

   $ 30,625

Prepay Tranche B term loan

     44,375

Repurchase second lien at 113%

     294,591

Repurchase notes payable at 70%

     52,924

Interest expense

     1,980

Original issue discount

     2,109

Fees and expenses

     15,250
      
   $ 441,854
      

After giving effect to the transaction, our long-term debt consists of the following (in thousands):

 

Revolving credit facility, due 2013

   $ —  

Tranche A term loan, due 2013

     206,875

Tranche B term loan, due 2014

     412,177

Second lien term loan, due 2015

     —  

Senior notes, due 2017

     300,000
      
   $   919,052
      

Additionally, after consideration of the sources and uses of cash from the transaction, our pro forma cash balance at September 30, 2009, would be $105.8 million.

 

14


Table of Contents

Senior Secured Credit Facilities and Notes Payable

At September 30, 2009, and December 31, 2008, our long-term debt and the interest rates on that debt consisted of the following:

 

     September 30, 2009     December 31, 2008  
     Amount     Interest Rate     Amount     Interest Rate  
     (thousands)           (thousands)        
                          

Revolving credit facility, due 2013

   $ —        —     $ 60,000      4.33

Tranche A term loan, due 2013

     237,500      3.25     245,313      4.75

Tranche B term loan, due 2014

     456,552      5.75     471,437      5.75

Second lien term loan, due 2015

     260,700      9.25     260,700      9.25

Current portion of long-term debt

     (22,235   3.64     (25,822   5.33
                    

Long-term debt, less current portion

     932,517      6.14     1,011,628      6.34

Current portion of long-term debt

     22,235      3.64     25,822      5.33
                    
     954,752      6.08     1,037,450      6.31

15.75% notes payable, due 2015

     74,788      15.75     66,606      15.75
                    
   $   1,029,540        $   1,104,056     
                    

As of September 30, 2009, and December 31, 2008, our senior secured credit facilities consisted of the following:

 

   

The Revolving Credit Facility: A five-year nonamortizing $250.0 million senior secured revolving credit facility with interest at either the London Interbank Offered Rate (LIBOR) plus an applicable margin, which is currently 300 basis points, or a calculated base rate plus an applicable margin, which is currently 200 basis points (collectively with the Tranche A Term Loan Facility and the Tranche B Term Loan Facility, the First Lien Facilities).

 

   

The Tranche A Term Loan Facility: A five-year amortizing $250.0 million senior secured Tranche A term loan facility with interest at LIBOR plus an applicable margin, which is currently 300 basis points, or a calculated base rate plus an applicable margin, which is currently 200 basis points.

 

   

The Tranche B Term Loan Facility: A six-year amortizing $475.0 million senior secured Tranche B term loan facility with interest at LIBOR (subject to a floor of 4.00%) plus 350 basis points or a calculated base rate plus 250 basis points.

 

   

The Second Lien Facility: A seven-year nonamortizing $260.7 million second lien term loan facility with interest at LIBOR (subject to a floor of 5.50%) plus 700 basis points or a calculated base rate plus 600 basis points (together with the First Lien Facilities, the Credit Facilities).

All borrowings under the Credit Facilities bear interest at a rate per annum equal to an applicable margin plus a calculated base rate or adjusted Eurodollar rate. The calculated base rate means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%. The adjusted Eurodollar rate means LIBOR rounded to the nearest 1/16 of 1.0% and adjusted for any applicable reserve requirements. In addition to paying interest, the Company pays a commitment fee to the lenders under the Revolving Credit Facility at a rate of 0.50% per annum (which shall be reduced to 0.375% when the leverage ratio is less than 2.25:1.00) times the daily average undrawn portion of the Revolving Credit Facility (reduced by the amount of letters of credit issued and outstanding), which fee is payable quarterly in arrears. The Company also pays letter of credit fees of 300 basis points times the average daily maximum outstanding amount of the letters of credit and a fronting fee of 15 basis points to the issuing bank of outstanding letters of credit. These fees are payable quarterly and in arrears.

At September 30, 2009, and December 31, 2008, we had zero and $60.0 million of borrowings outstanding under the Revolving Credit Facility. For the nine months ended September 30, 2009, and the year ended December 31, 2008, the average interest rates for our borrowings under our Revolving Credit Facility were 3.7% and 6.0%, respectively. The minimum and maximum borrowings under the Revolving Credit Facility were zero and $60.0 million for the nine months ended September 30, 2009, and were zero and $80.0 million for the year ended December 31, 2008. The weighted average amount of borrowings outstanding under the Revolving Credit Facility during the nine months ended September 30, 2009 and 2008, was $11.4 million and $60.2 million, respectively. At September 30, 2009, we had availability of $225.8 million, which is net of outstanding letters of credit of $24.2 million. At December 31, 2008, we had availability of $163.6 million, which was net of outstanding letters of credit of $26.4 million.

 

15


Table of Contents

The loan documentation for the Credit Facilities contains, among other terms, representations and warranties, covenants, events of default, and indemnification customary for loan agreements for similar leveraged acquisition financings and other representations and warranties, covenants, and events of default deemed by the administrative agents of the Credit Facilities, as applicable, to be appropriate for the specific transaction.

Covenants

As of September 30, 2009, the First and Second Lien Facilities required BZ Intermediate Holdings LLC (Holdings), a wholly owned consolidated entity of Boise Inc. and the parent company of Boise Paper Holdings, L.L.C. (the Borrower), and its subsidiaries to maintain financial covenant ratios. At September 30, 2009, Holdings was required to maintain a minimum interest coverage ratio of 2.50:1.00 and a maximum leverage ratio of 4.00:1.00 under the First Lien Facilities. Under the Second Lien Facility, Holdings was required to maintain a maximum leverage ratio of 4.25:1.00 at September 30, 2009. The minimum interest coverage ratio requirement remains 2.50:1.00 throughout the term of the loan.

The interest coverage ratio is defined in our loan agreements at the end of any fiscal quarter as the ratio of (i) consolidated adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) for the four-fiscal-quarter period then ended to (ii) consolidated interest expense payable in cash for such four-fiscal-quarter period. The leverage ratio is defined in our loan agreements at the end of any fiscal quarter as the ratio of (i) consolidated total debt as of such day to (ii) consolidated adjusted EBITDA for the four-fiscal-quarter period ending on such date. Consolidated total debt excludes aggregate cash and cash equivalents and short-term investment balances in excess of $35 million. As of September 30, 2009, differences between our financial statements and Holdings’ financial statements were related primarily to notes payable held by Boise Inc. and the related interest expense on those notes, income taxes, and other miscellaneous expenses.

The Credit Facilities also limit the ability of Holdings and its subsidiaries to make capital expenditures, generally to $150 million per year. However, this amount may increase up to an additional $75 million per year if we had less than $150 million of capital expenditures in the previous fiscal year. We may also spend $125 million a year, up to an aggregate of $200 million, for permitted acquisitions under the terms of our Credit Facilities.

Guarantees

The Company’s obligations under its Credit Facilities are guaranteed by each of the Borrower’s existing and subsequently acquired domestic (and, to the extent no material adverse tax consequences to Holdings or Borrower would result therefrom and as reasonably requested by the administrative agent under each Credit Facility, foreign) subsidiaries and Holdings (collectively, the Guarantors). The First Lien Facilities are secured by a first-priority security interest in substantially all of the real, personal, and mixed property of Borrower and the Guarantors, including a first-priority security interest in 100% of the equity interests of Borrower and each domestic subsidiary of Holdings, 65% of the equity interests of each of Holdings’ foreign subsidiaries (other than Boise Hong Kong Limited so long as Boise Hong Kong Limited does not account for more than $2.5 million of consolidated EBITDA during any fiscal year of Borrower), and all intercompany debt.

Prepayments

In the event all or any portion of the Tranche B Term Loan Facility is repaid pursuant to any voluntary prepayments or mandatory prepayments with respect to asset sale proceeds or proceeds received from the issuance of debt prior to the second anniversary of the Acquisition closing date, such repayments will be made at 101.0% of the amount repaid if such repayment occurs prior to the second anniversary of the Acquisition closing date.

Other Provisions

Subject to specified exceptions, the Credit Facilities require that the proceeds from certain asset sales, casualty insurance, certain debt issuances, and 75% (subject to step-downs based on certain leverage ratios) of the excess cash flow for each fiscal year must be used to pay down outstanding borrowings. After giving effect to the debt issuance and restructuring transactions described above, debt principal repayments, excluding those from excess cash flows, are expected to be $3.1 million during the remainder of 2009, $26.5 million in 2010, $48.4 million in 2011, $134.3 million in 2012, $13.1 million in 2013, $393.6 million in 2014, and $300.0 million thereafter.

 

16


Table of Contents

Notes Payable

In connection with the Acquisition, we issued a $58.3 million, 15.75% subordinated promissory note. At September 30, 2009, the outstanding balance of our notes payable was $74.8 million. In October 2009, we exercised the option we entered into on August 4, 2009, and repurchased our notes payable at 70% of face value.

Other

At September 30, 2009, and December 31, 2008, we had $63.9 million and $72.6 million, respectively, of costs recorded in “Deferred financing costs” on our Consolidated Balance Sheets related to the Acquisition. The amortization of these costs is recorded in interest expense using the effective interest method over the life of the loans. We recorded $3.0 million and $8.7 million, respectively, of amortization expense for the three and nine months ended September 30, 2009, and $3.5 million and $6.5 million of amortization expense for the three and nine months ended September 30, 2008, in “Interest expense” in our Consolidated Statements of Income (Loss).

In April 2008, we entered into interest rate derivative instruments to hedge a portion of our interest rate risk as required under the terms of the First Lien Facilities. At September 30, 2009, we had $954.7 million of variable-rate debt outstanding, of which $610.0 million was hedged using interest rate derivatives. At September 30, 2009, our average effective interest rate was not affected by our interest rate derivatives, as the effective cap rates were above the interest rates on the hedged debt. For additional information on our interest rate derivatives, see Note 15, Financial Instruments.

For the nine months ended September 30, 2009 and 2008, cash payments for interest, net of interest capitalized, were $47.1 million and $51.6 million, respectively. No payments were made during the Predecessor period of January 1 through February 21, 2008.

15. Financial Instruments

We are exposed to market risks, including changes in interest rates, energy prices, and foreign currency exchange rates.

Interest Rate Risk—Debt

At September 30, 2009, with the exception of the 15.75% notes payable maturing in August 2015, our debt is variable-rate debt. The estimated value of the notes payable, based on then-current interest rates for similar obligations with like maturities, was approximately $19.5 million less than the amount recorded on our Consolidated Balance Sheet. At September 30, 2009, the estimated value of our variable-rate debt, based on then-current interest rates for similar obligations with like maturities, was approximately $145.2 million less than the amount recorded on our Consolidated Balance Sheet. The fair value of long-term debt is estimated based on quoted market prices for the same or similar issues or on the discounted value of the future cash flows expected to be paid using incremental rates of borrowing for similar liabilities.

In April 2008, we entered into interest rate derivative instruments to hedge a portion of our interest rate risk as required under the terms of the First Lien Facilities. At September 30, 2009, we had $954.7 million of variable-rate debt outstanding, $610.0 million of which was hedged using interest rate derivatives. We purchased interest rate caps with a term of three years and a cap rate of 5.50% on a notional amount of $260.0 million to hedge the interest rate on our Second Lien Facility. We also purchased interest rate caps to hedge part of the interest rate risk on our Tranche B Term Loan Facility with a LIBOR cap rate of 5.00% on a notional amount of $425.0 million for the period of April 21, 2008, through March 31, 2009; a notional amount of $350.0 million for the period of March 31, 2009, through March 31, 2010; and a notional amount of $300.0 million for the period of March 31, 2010, through March 31, 2011.

First Lien Facilities. We account for the interest rate derivatives that hedge part of the interest rate risk on our Tranche B Term Loan Facility as economic hedges. These derivatives have a cap rate of 5.00% on a notional amount of $425.0 million for the period of April 21, 2008, through March 31, 2009, a

 

17


Table of Contents

notional amount of $350.0 million for the period of March 31, 2009, through March 31, 2010; and a notional amount of $300.0 million for the period of March 31, 2010, through March 31, 2011. At September 30, 2009, we recorded the fair value of the interest rate derivatives, or $0.3 million, in “Other assets” on our Consolidated Balance Sheet. During the three and nine months ended September 30, 2009, we recorded the change in fair value of these derivatives, or $0.1 million and $0.4 million of income in “Change in fair value of interest rate derivatives” in our Consolidated Statements of Income (Loss). During the three and nine months ended September 30, 2009, we recorded $0.1 million and $0.4 million in “Interest expense” for the amortization of the premiums paid for the interest rate derivatives.

Effective December 31, 2008, we began utilizing the calculated base rate plus 250 basis points on the Tranche B Term Loan Facility rather than LIBOR plus 350 basis points (subject to a floor of 4.00%), which was used prior to December 31, 2008. As the interest rate on this debt no longer matched the rate on the interest rate derivatives used to hedge a portion of that debt, we no longer designated the interest rate derivatives as cash flow hedges and account for them as economic hedges. The amounts recorded in “Accumulated other comprehensive loss” on our Consolidated Balance Sheet are being amortized to interest expense over the remaining life of the interest rate derivatives. During the three and nine months ended September 30, 2009, we amortized $0.1 million and $0.4 million of the amounts recorded in “Accumulated other comprehensive loss” on our Consolidated Balance Sheet to “Interest expense” in our Consolidated Statements of Income (Loss). Changes in the fair value of these derivatives are recorded in “Change in fair value of interest rate derivatives” in our Consolidated Statements of Income (Loss).

Second Lien Facility. We account for the interest rate derivatives with a notional amount of $260.0 million that hedge our exposure to interest rate fluctuations on our Second Lien Facility as economic hedges. At September 30, 2009, we recorded the fair value of the interest rate derivatives, or $0.1 million, in “Other assets” on our Consolidated Balance Sheet. During the three and nine months ended September 30, 2009, we recorded the change in fair value of these derivatives, or $0.1 million and $0.2 million, respectively, of income, in “Change in fair value of interest rate derivatives” in our Consolidated Statements of Income (Loss). During the three and nine months ended September 30, 2009, we recorded $0.1 million and $0.2 million, respectively, in “Interest expense” for the amortization of the premiums paid for the interest rate derivatives.

Interest Rate Risk—Investments

Our exposure to market risk for changes in interest rates also relates to our cash, cash equivalents, and short-term investments. As of September 30, 2009, our cash, cash equivalents, and short-term investments consisted primarily of funds invested in money market accounts and certificates of deposit insured by the Federal Deposit Insurance Corporation (FDIC). As the interest rates on a significant portion of our cash, cash equivalents, and short-term investments are variable, a change in interest rates earned would affect interest income along with cash flows but would not have a significant impact on the fair market value of the related underlying instruments.

We generally consider all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents unless designated as available for sale and classified as an investment. The fair value of these investments approximates their carrying value. In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. All cash equivalents and short-term investments are classified as available for sale and are recorded at market value. Changes in market value are reflected in “Accumulated other comprehensive income (loss)” on our Consolidated Balance Sheet. Unrealized losses not considered other than temporary and unrealized gains are included in “Accumulated other comprehensive income (loss)” on our Consolidated Balance Sheet. Unrealized losses determined to be other than temporary are recorded in our Consolidated Statement of Income (Loss). The cost of marketable securities sold is determined based on the specific identification method.

 

18


Table of Contents

The components of cash, cash equivalents, and short-term investments as of and for the nine months ended September 30, 2009, are as follows:

 

     Nine Months Ended September 30, 2009
     Cost Basis    Accrued
Interest
   Unrealized
Gains
(Losses)
    Recorded
Basis
   Cash
and
Cash
Equivalents
   Short-Term
Investments
     (thousands)
                                

Cash

   $ 13,758    $ —      $ —        $ 13,758    $ 13,758    $ —  

Money market accounts

     223,846      —        —          223,846      223,846      —  

Certificates of deposit

     10,000      18      (8     10,010      —        10,010
                                          

Total

   $       247,604    $         18    $ (8   $       247,614    $       237,604    $       10,010
                                          

At September 30, 2009, net unrealized losses of $8,000 are included in “Accumulated other comprehensive income (loss)” on our Consolidated Balance Sheet. During the three and nine months ended September 30, 2009, $3.8 million of certificates of deposit matured, all of which we subsequently reinvested. At September 30, 2009, we did not have any investments in individual securities that had been in a continual unrealized loss position for more than 12 months. The unrealized losses at September 30, 2009, represent a temporary condition due to the high quality of the investment securities, and we expect to recover the par value of these investments.

Energy Risk

We enter into transactions to hedge the variable cash flow risk of natural gas purchases. As of September 30, 2009, we had entered into derivative instruments related to approximately 90% of our forecasted natural gas purchases for October 2009, approximately 50% of our forecasted natural gas purchases for November 2009 through March 2010, approximately 50% of our forecasted natural gas purchases for April 2010 through October 2010, approximately 14% of our forecasted natural gas purchases for November 2010 through March 2011, and approximately 3% of our forecasted natural gas purchases for April 2011 through October 2011. At September 30, 2009, these derivatives included three-way collars and call spreads.

A three-way collar is a combination of options: a written put, a purchased call, and a written call. The purchased call establishes a maximum price unless the market price exceeds the written call, at which point the maximum price would be New York Mercantile Exchange (NYMEX) price less the difference between the purchased call and the written call strike price. The written put establishes a minimum price (the floor) for the volumes under contract. The strategy enables us to decrease the floor and the ceiling price of the collar beyond the range of a traditional collar while offsetting the associated cost with the sale of the written call. The following table summarizes our position related to these instruments as of September 30, 2009, in millions of British thermal units (mmBtu) per day:

 

19


Table of Contents
     Three-Way Collars  
     October 2009     November 2009
Through
March 2010
 
                                      

Volume hedged (mmBtu/day)

     1,000        7,000          6,000        6,000        8,500        4,000   

Strike price of call sold

   $   14.00      $   12.00      $ 9.25      $   12.00      $   12.00      $   11.00   

Strike price of call bought

     11.00        9.00        6.25        9.00        9.00        8.00   

Strike price of put sold

     6.50        6.50        3.94        6.50        5.35        4.60   

Three-way collar premium

     0.10        0.18        —          0.17        —          —     

Approximate percent hedged

     3     23     20     16     23     11

 

     Three-Way Collars  
     April 2010 Through
October 2010
    November 2010
Through
March 2011
    April 2011
Through
October 2011
 
                          

Volume hedged (mmBtu/day)

     5,500        9,500        4,000        1,000   

Strike price of call sold

   $   12.00      $   11.00      $   11.00      $   11.00   

Strike price of call bought

     9.00        8.00        8.00        8.00   

Strike price of put sold

     5.90        5.03        5.66        5.33   

Three-way collar premium

     —          —          —          —     

Approximate percent hedged

     18     32     11     3

A call spread is a combination of a purchased call and a written call. The purchased call establishes a maximum price unless the market exceeds the written call, at which point the maximum price would be the NYMEX price, less the difference between the purchased call and the written call strike price, plus any applicable net premium associated with the two options. The following table summarizes our position related to these instruments as of September 30, 2009:

 

     Call Spreads  
     October 2009     November 2010
Through
March 2011
 
                    

Volume hedged (mmBtu/day)

     10,000        3,000        1,000   

Strike price of call sold

   $           15.00      $           9.00      $ 11.00   

Strike price of call bought

     10.50        6.25        8.00   

Net cap premium

     0.84        0.18        0.62   

Approximate percent hedged

     33     10     3

We have elected to account for these instruments as economic hedges. At September 30, 2009, we recorded the fair value of the derivatives, or $2.4 million, in “Accrued liabilities, Other” on our Consolidated Balance Sheet. During the three and nine months ended September 30, 2009, we recorded the change in fair value of the instruments, or $3.6 million and $4.9 million of income, in “Materials, labor, and other operating expenses” in our Consolidated Statements of Income (Loss).

 

20


Table of Contents

Foreign Currency Risk

While we are exposed to foreign currency risk in our operations, none of this risk was material to our financial position or results of operations as of September 30, 2009.

Fair Value Measurements

We record our financial assets and liabilities, which consist of cash equivalents, short-term investments, and derivative financial instruments that are used to hedge exposures to interest rate and energy risks, at fair value. In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value (Level 1). If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly (Level 2). If quoted prices for identical or similar assets are not available or are unobservable, we may use internally developed valuation models, whose inputs include bid prices and third-party valuations utilizing underlying asset assumptions (Level 3).

At September 30, 2009, fair value for these financial instruments was determined based on applicable interest rates, such as LIBOR, interest rate curves, and NYMEX price quotations under the terms of the contracts, using current market information as of the reporting date. The following table provides a summary of our assets and liabilities measured at fair value on a recurring basis and the inputs used to develop these estimated fair values under the hierarchy discussed above:

 

     Fair Value Measurements at September 30, 2009, Using:
     Total    Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
     (thousands)
                     

Assets:

           

Money market accounts (a)

   $ 223,846    $ 223,846    $ —      $ —  

Certificates of deposit (b)

     10,010      10,010      —        —  

Interest rate derivatives (c)

     395      —        395      —  
                           
   $     234,251    $ 233,856    $ 395    $ —  
                           

Liabilities:

           

Energy derivatives (d)

   $ 2,422    $ —      $ 2,422    $ —  
                           
   $ 2,422    $ —      $ 2,422    $ —  
                           

 

(a) Recorded in “Cash and cash equivalents” on our Consolidated Balance Sheet.

 

(b) Recorded in “Short-term investments” on our Consolidated Balance Sheet.

 

(c) Recorded in “Other assets” on our Consolidated Balance Sheet.

 

(d) Recorded in “Accrued liabilities, Other” on our Consolidated Balance Sheet.

As of September 30, 2009, we did not have any fair value measurements using significant unobservable inputs (Level 3).

 

21


Table of Contents

Tabular Disclosure of the Fair Values of Derivative Instruments and the Effect of Those Instruments

 

     Fair Values of Derivative Instruments
     Asset Derivatives    Liability Derivatives
     September 30, 2009
     Balance
Sheet
Location
   Fair Value    Balance
Sheet
Location
   Fair Value
     (thousands)

Derivatives designated as cash flow hedging instruments (a)

           

Interest rate contracts

   Other assets    $ —      Accrued liabilities    $ —  
                   

Total derivatives designated as cash flow hedging instruments

      $ —         $ —  
                   

Derivatives designated as economic hedging instruments (b)

           

Interest rate contracts

   Other assets    $ 395    Accrued liabilities    $ —  

Natural gas contracts

   Other assets      —      Accrued liabilities      2,422
                   

Total derivatives designated as economic hedging instruments

      $ 395       $ 2,422
                   

Total derivatives

      $ 395       $ 2,422
                   

 

The Effect of Derivative Instruments on the Consolidated Statement of Income (Loss) for the Three Months Ended September 30, 2009

Derivatives
Designated
as Cash Flow
Hedging
Instruments (a)

  Amount of Gain
or (Loss)
Recognized in

Accumulated OCI
on Derivative
(Effective Portion)
 

Location of Gain or
(Loss) Reclassified
from Accumulated
OCI Into Income
(Effective Portion)

  Amount of Gain
or (Loss)
Reclassified from
Accumulated OCI
Into Income
(Effective Portion)
 

Derivatives
Designated
as Economic
Hedging
Instruments (b)

 

Location of Gain
or (Loss)
Recognized in
Income on
Derivative

  Amount of Gain
or (Loss)
Recognized in
Income on
Derivative
(thousands)

Interest rate contracts

  $ —     Interest income/expense   $ 84   Interest rate contracts   Change in fair value of interest rate derivatives   $ 124
        Natural gas contracts   Materials, labor, and other operating expenses     3,624
                       
  $ —       $ 84       $ 3,748
                       

 

The Effect of Derivative Instruments on the Consolidated Statement of Income (Loss) for the Nine Months Ended September 30, 2009

Derivatives
Designated
as Cash Flow
Hedging
Instruments (a)

  Amount of Gain
or (Loss)
Recognized in
Accumulated OCI
on Derivative
(Effective Portion)
 

Location of Gain or
(Loss) Reclassified
from Accumulated
OCI Into Income
(Effective Portion)

  Amount of Gain
or (Loss)
Reclassified from
Accumulated OCI
Into Income
(Effective Portion)
 

Derivatives
Designated
as Economic
Hedging
Instruments (b)

 

Location of Gain
or (Loss)
Recognized in
Income on
Derivative

  Amount of Gain
or (Loss)
Recognized in
Income on
Derivative
(thousands)

Interest rate contracts

  $ —     Interest income/expense   $ 253   Interest rate contracts   Change in fair value of interest rate derivatives   $ 620
        Natural gas contracts   Materials, labor, and other operating expenses     4,902
                       
  $ —       $ 253       $ 5,522
                       

 

(a) As of September 30, 2009, we no longer have interest rate derivatives designated as cash flow hedges. The amounts recorded in “Accumulated other comprehensive loss” on our Consolidated Balance Sheet are being amortized to interest over the remaining life of the interest rate derivatives. During the three and nine months ended September 30, 2009, these derivatives were accounted for as economic hedges.

 

22


Table of Contents
(b) See discussion above for additional information on our purpose for entering into derivatives designated as economic hedges and our overall risk management strategies.

16. New and Recently Adopted Accounting Standards

In August 2009, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2009-05, Measuring Liabilities at Fair Value. This update provides amendments to FASB Accounting Standards Codification (FASB ASC) 820, Fair Value Measurements and Disclosure, for the fair value measurement of liabilities when a quoted price in an active market is not available. We will adopt ASU 2009-05 on October 1, 2009, and we do not expect the adoption to have a material impact on our financial position or results of operations.

In June 2009, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 168 (ASU 2009-01), The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles, approving The FASB Accounting Standards Codification (Codification), which states that the Codification is the exclusive authoritative reference for U.S. generally accepted accounting principles (GAAP). The Codification does not change U.S. GAAP. We adopted ASU 2009-01 on September 15, 2009, and the adoption did not have a material impact on our financial position or results of operations.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (FASB ASC 810), which amends the consolidation guidance applicable to variable-interest entities (VIEs). SFAS No. 167 requires that entities evaluate former qualified special-purpose entities for consolidation, changes the approach to determining a VIE’s primary beneficiary from a quantitative assessment to a qualitative assessment, and increases the frequency of required reassessment to determine whether a company is the primary beneficiary of a VIE. It also requires additional year-end and interim disclosures. We will adopt SFAS No. 167 on January 1, 2010, and we do not expect the adoption to have a material impact on our financial position or results of operations.

In December 2008, the FASB issued FSP Financial Accounting Standard (FAS) 132(R)-1, Employer’s Disclosures About Postretirement Benefit Plan Assets (FASB ASC 715). This FSP amends SFAS No. 132 (revised 2003), Employers’ Disclosures About Pensions and Other Postretirement Benefits, to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. The FSP will be effective for our 2009 Form 10-K. The adoption will affect our disclosures only and will have no effect on our financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (FASB ASC 805), and SFAS No. 160, Accounting and Reporting of Noncontrolling Interests in Consolidated Financial Statements, an Amendment of Accounting Research Bulletin No. 51 (FASB ASC 810). These new standards will significantly change the accounting for and reporting of business combination transactions and noncontrolling (minority) interests in consolidated financial statements. We adopted SFAS No. 141(R) and SFAS No. 160 on January 1, 2009. The business combination we entered into in 2009 was relatively small; accordingly, the adoption did not have a material impact on our financial position or results of operations. However, the accounting for future, potentially larger business combinations may be affected more by the adoption of the standards.

17. Retirement and Benefit Plans

During all of the periods presented, some of our employees participated in our retirement plans, and some of the Predecessor’s employees participated in Boise Cascade’s retirement plans. These plans consist of noncontributory defined benefit pension plans, contributory defined contribution savings plans, deferred compensation plans, and postretirement healthcare benefit plans. Compensation expense was calculated based on costs directly attributable to our employees and, in the case of the Predecessor employees of the Paper Group, an allocation of expense related to corporate employees that serviced all Boise Cascade business units.

 

23


Table of Contents

In December 2008, we amended our defined benefit pension plan for salaried employees (Salaried Plan). This amendment freezes the accumulation of benefits and years of service for participants of the Salaried Plan effective April 15, 2009. This amendment also freezes benefits in the Boise Inc. Supplemental Pension Plan (SUPP) and the Boise Inc. Supplemental Early Retirement Plan (SERP) for executive officers. Because the Salaried Plan has unrecognized losses, the curtailment gain associated with this amendment was applied to partially offset those losses. However, we have recognized a $2.9 million gain on our SUPP and SERP plans, because the curtailment gain exceeded our existing unrecognized losses. This gain was recognized in December 2008.

Components of Net Periodic Benefit Cost and Other Comprehensive (Income) Loss

The components of net periodic benefit cost and other comprehensive (income) loss are as follows (in thousands):

 

     Pension Benefits     Other Benefits
     Three Months Ended
September 30
    Three Months Ended
September 30
     2009     2008     2009     2008

Service cost

   $ 1,915      $ 2,697      $ 1      $ 1

Interest cost

     6,031        6,101        (7     10

Expected return on plan assets

     (5,735     (5,959     —          —  

Amortization of actuarial (gain) loss

     83        —          (672     —  

Amortization of prior service costs and other

     9        —          —          —  
                              

Company-sponsored plans

     2,303        2,839        (678     11

Multiemployer plans

     103        97        —          —  
                              

Net periodic benefit costs

   $ 2,406      $ 2,936      $ (678   $ 11
                              

 

     Pension Benefits     Other Benefits  
     Boise Inc.     Predecessor     Boise Inc.    Predecessor  
     Nine Months Ended
September 30
    January 1
Through
February 21,

2008
    Nine Months Ended
September 30
   January 1
Through
February 21,

2008
 
     2009     2008       2009     2008   

Service cost

   $ 5,745      $ 6,526      $ 1,566      $ 2      $ 1    $ —     

Interest cost

     18,104        14,764        3,458        55        26      18   

Expected return on plan assets

     (17,204     (14,422     (3,452     —          —        —     

Amortization of actuarial (gain) loss

     249        —          (21     (672     —        (12

Amortization of prior service costs and other

     27        —          194        —          —        —     
                                               

Company-sponsored plans

     6,921        6,868        1,745        (615     27      6   

Multiemployer plans

     299        233        75        —          —        —     
                                               

Net periodic benefit costs

   $ 7,220      $ 7,101      $ 1,820      $ (615   $ 27    $ 6   
                                               

During the three and nine months ended September 30, 2009, net periodic pension expense included $0.1 million and $0.3 million of net loss that was amortized from “Accumulated other comprehensive income (loss).”

We made $5.5 million of contributions to our qualified pension plans during the nine months ended September 30, 2009. On October 15, 2009, we made an additional $5.5 million contribution to our qualified pension plans. We are not required to make further contributions to our plans in 2009, but we may choose to make further voluntary contributions during the year.

18. Stockholders’ Equity

Preferred Stock

We are authorized to issue 1,000,000 shares of preferred stock with such designations, voting, and other rights and preferences as may be determined from time to time by the board of directors. No shares were issued or outstanding at September 30, 2009, and December 31, 2008.

Common Stock

We are authorized to issue 250,000,000 shares of common stock, of which 84,434,691 shares were issued and outstanding at September 30, 2009. Of these shares outstanding, we issued 6,541,052 shares of restricted stock (discussed below).

 

24


Table of Contents

Warrants

In connection with our public offering in June 2007, we issued 41,400,000 units (the Units). Each Unit consists of one share of our common stock and one Redeemable Common Stock Purchase Warrant (the Warrants). Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $7.50, commencing either on the later of the completion of a business combination or one year from the effective date of the public offering and expiring four years from the effective date of the public offering. We may redeem the Warrants, at a price of $0.01 per Warrant, upon 30 days’ notice while the Warrants are exercisable, only in the event that the last sale price of the common stock is at least $14.25 per share for any 20 trading days within a 30-trading-day period ending on the third day prior to the date on which notice of redemption is given.

Simultaneously with the consummation of the public offering, Aldabra 2 Acquisition Corp.’s chairman and chief executive officer privately purchased a total of 3,000,000 warrants (the Insider Warrants) at $1.00 per warrant (for an aggregate purchase price of $3,000,000). The amount paid for the Insider Warrants approximated fair value on the date of issuance. All of the proceeds received from these purchases were placed in cash held in trust. The Insider Warrants purchased were identical to the Warrants underlying the Units issued in the public offering, except that the Insider Warrants may not be called for redemption and may be exercisable on a “cashless basis,” at the holder’s option, so long as such securities are held by such purchaser or his affiliates. At September 30, 2009, and December 31, 2008, 44,400,000 warrants were outstanding, including 3,000,000 Insider Warrants.

Restricted Stock and Restricted Stock Units

In our consolidated financial statements, we evaluate share-based compensation for awards granted under the Boise Inc. Incentive and Performance Plan (the Plan) on a quarterly basis based on our estimate of expected restricted stock forfeiture, review of recent forfeiture activity, and expected future turnover. We recognize the effect of adjusting the forfeiture rate for all expense amortization in the period that we change the forfeiture estimate. The effect of forfeiture adjustments during the three and nine months ended September 30, 2009, was zero.

Market-Condition Vesting Awards

In May 2008, members of management were granted 1.9 million shares of restricted stock, which are subject to market-based vesting restrictions. Of this 1.9 million, 0.7 million will vest on February 28, 2011, if the closing price of Boise Inc. stock has been at least $10 per share for at least 20 trading days in any period of 30 consecutive trading days between the grant date and February 28, 2011. The weighted average grant-date fair value of these awards was $2.03 per share. The remaining 1.2 million shares of restricted stock grants will vest on February 28, 2011, if the closing price of Boise Inc. stock has been at least $12.50 per share for at least 20 trading days in any period of 30 consecutive trading days between the grant date and February 28, 2011. The weighted average grant-date fair value of these awards was $1.57 per share. Any shares not vested on February 28, 2011, will be forfeited.

Service-Condition Vesting Awards

In March 2009, pursuant to the Plan, we granted to directors and members of management 4.6 million shares of restricted stock and 1.2 million restricted stock units (collectively restricted stock) subject to stockholder approval of the Plan Amendment described below. The 2.0 million shares of restricted stock granted to the directors vest on a pro rata basis through March 15, 2010. The grants to members of management vest as follows: one-fifth on March 15, 2010, one-fifth on March 15, 2011, and three-fifths on March 15, 2012, subject to EBITDA goals. Any shares not vested on or before March 15, 2012, will be forfeited. On April 23, 2009, our stockholders approved a Plan Amendment that increased the number of shares available for issuance under the Plan from 5,175,000 to 17,175,000.

In May 2008, directors and members of management were granted awards of 0.4 million and 0.8 million shares, respectively, of restricted stock subject to service-condition vesting. The restricted stock granted to directors vested on March 2, 2009. Additionally, one-third of the management grants subject to service-condition vesting restrictions also vested on March 2, 2009. The remaining grants subject to service-condition vesting restrictions vest equally on February 28, 2010, and February 28, 2011, subject to EBITDA goals. Any shares not vested on or before February 28, 2011, will be forfeited.

 

25


Table of Contents

Compensation Expense

We recognize compensation expense for the restricted stock based on the fair value on the date of the grant, as described below. Compensation expense is recognized ratably over the vesting period for the restricted stock grants that vest over time and ratably over the award period for the restricted stock grants that vest based on the closing price of Boise Inc. stock, as discussed above. During the three and nine months ended September 30, 2009, we recognized $0.9 million and $2.6 million, respectively, of compensation expense, and during both the three and nine months ended September 30, 2008, we recognized $1.2 million and $1.9 million, respectively, of compensation expense. Most of these costs were recorded in “General and administrative expenses” in our Consolidated Statements of Income (Loss).

Fair Value Measurement

The fair value of service-condition restricted stock is determined based on the number of shares or units granted and the quoted price of our stock at the date of grant and is expensed on a straight-line basis over the vesting period. The fair value on the date of grant was $0.43 per share for the 2009 restricted stock grants and $4.16 per share for the 2008 grants. Compensation expense is adjusted if the service condition is not met.

The equity grants that vest based on the stock price of Boise Inc. are market-condition grants. Because the market-based restrictions represent a more difficult threshold to meet before payout, with greater uncertainty that the market condition will be satisfied, these awards have a lower fair value than those that vest based solely on the passage of time. However, compensation expense is required to be recognized for an award regardless of when, if ever, the market condition is satisfied. We determined the fair value on the date of grant of the market-condition awards that vest based on the stock price of Boise Inc. at $10 per share and $12.50 per share to be approximately $2.03 per share and $1.57 per share, respectively. The fair value of market-condition restricted stock or units is estimated at the grant date using a Monte Carlo simulation. We assumed a risk-free rate of 2.59%, an expected stock volatility of 58.60%, and a stock price for Boise Inc.’s common shares of $4.16 per share. The $4.16-per-share value is based on Boise Inc.’s closing stock price on the date of grant. Expense is recognized on a straight-line basis over the service period.

The following summarizes the activity of our outstanding service- and market-condition restricted stock and units awarded under the Plan as of September 30, 2009, and changes during the period ended September 30, 2009:

 

     Service-Condition Vesting Awards     Market-Condition Vesting Awards  
     Number of
Shares
    Weighted
Average
Grant-Date
Fair Value
   Aggregate
Fair Value
    Number of
Shares
    Weighted
Average
Grant-Date
Fair Value
   Aggregate
Fair Value
 
     (thousands)          (thousands)     (thousands)          (thousands)  

Outstanding at January 1, 2008

   —        $ —      $ —        —        $ —      $ —     

Granted

   1,185        4.16      4,927      1,929        1.75      3,368   

Vested (a)

   (30     4.16      (125   —          —        —     

Forfeited

   (12     4.16      (48   (13     1.75      (23
                                  

Outstanding at December 31, 2008 (b)

   1,143        4.16      4,754      1,916        1.75      3,345   
                                  

Granted

   5,841        0.43      2,512      —          —        —     

Vested (a)

   (604     4.16      (2,511   —          —        —     

Forfeited

   (33     1.67      (55   (32     1.75      (56
                                  

Outstanding at September 30, 2009 (b)(c)

   6,347      $ 0.74    $ 4,700      1,884      $ 1.75    $ 3,289   
                                  

 

(a) We repurchase for cash any fractional shares as they vest. During the year ended December 31, 2008, and the nine months ended September 30, 2009, we repurchased no shares and 24.33 shares, respectively.

 

(b) Outstanding awards included all nonvested and nonforfeited awards.

 

(c) The remaining weighted average contractual term is approximately 2.0 years for the service-condition awards and 1.5 years for the market-condition awards.

 

26


Table of Contents

At September 30, 2009, we had approximately $3.2 million and $1.5 million, respectively, of total unrecognized compensation cost related to the nonvested service-condition and market-condition restricted stock grants under the Plan. The cost is expected to be recognized generally over a weighted average period of 2.3 years and 3.0 years for the service-condition and market-condition awards, respectively. Unrecognized compensation expense is calculated net of estimated forfeitures of $0.1 million. During the three and nine months ended September 30, 2009, we recognized $0.9 million and $2.6 million, respectively, of compensation expense, $0.6 million and $1.8 million of which related to the grant-date fair value of service-condition awards and $0.3 million and $0.8 million of which related to the market-condition awards. During the three and nine months ended September 30, 2008, we recognized $1.2 million and $1.9 million, respectively, of compensation expense, of which $0.8 million and $1.4 million related to the grant-date fair value of service-condition awards vested through September 30, 2008, and $0.3 million and $0.6 million related to the market-condition awards that generally vest on February 28, 2011.

Dividends

Our ability to pay dividends is restricted by our senior secured credit facilities as well as Delaware law and state regulatory authorities. Under Delaware law, our board of directors may not authorize payment of a dividend unless it is either paid out of our capital surplus, as calculated in accordance with the Delaware General Corporation Law, or if we do not have a surplus, it is paid out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. To the extent we do not have adequate surplus or net profits, we will be prohibited from paying dividends. We have not paid any cash dividends on our common stock to date.

19. Comprehensive Income (Loss)

Comprehensive income (loss) includes the following (in thousands):

 

     Boise Inc.          Predecessor
     Three Months Ended
September 30
    Nine Months Ended
September 30
          January 1
Through
February 21,

2008
     2009     2008     2009     2008          
 

Net income (loss)

   $ 48,155      $ 4,383      $ 98,122      $ (30,038        $ 22,786

Other comprehensive income (loss), net of tax

               

Cash flow hedges

     51        (332     449        178             —  

Unfunded accumulated benefit obligation

     (579     —          (395     —               —  

Unrealized gains (losses) on short-term investments

     (4     —          (8     —               —  
                                           

Comprehensive income (loss)

   $    47,623      $    4,051      $    98,168      $   (29,860        $ 22,786
                                           

20. St. Helens Mill Restructuring

In November 2008, we announced the restructuring of our paper mill in St. Helens, Oregon, permanently halting pulp production at the plant and reducing annual paper production capacity by approximately 200,000 tons and market pulp capacity at the St. Helens and Wallula, Washington, mills by a total of approximately 138,000 tons. The restructuring was primarily the result of declining product demand coupled with continuing high costs. The restructuring was substantially complete in January 2009. We have permanently ceased paper production on machines #1 and #4 at the mill. Paper machine #2 at St. Helens continues to operate, manufacturing primarily lightweight opaque and flexible packaging papers. The #3 machine, which is owned by Cascades Tissue Group, also continues to operate. The permanent capacity reductions resulted in the loss of approximately 350 jobs at the St. Helens mill and 36 jobs in related sales, marketing, and logistics functions elsewhere in the Company. Some of these employees have been relocated to fill other positions within the Company. Eligible salaried employees were offered severance packages and outplacement assistance. We have concluded closure agreement negotiations for the affected union employees. We will employ approximately 140 employees at the mill after restructuring. At September 30, 2009, we had terminated approximately 360 employees.

 

27


Table of Contents

During the three and nine months ended September 30, 2009, we recorded a pretax charge of $1.4 million and $6.2 million, respectively, associated with the restructuring in “St. Helens mill restructuring” in the Consolidated Statements of Income (Loss). These costs are recorded in our Paper segment. These charges included decommissioning costs and other miscellaneous costs related to the restructuring of the mill. At September 30, 2009, and December 31, 2008, we had $0.9 million and $8.4 million, respectively, of severance liabilities recorded in “Accrued liabilities, Compensation and benefits” on the Consolidated Balance Sheets. We expect to pay the majority of these severance costs during the remainder of 2009.

An analysis of total restructuring-related activity as of September 30, 2009, is as follows:

 

     Noncash Expense    Cash Expense (a)    Total Expenses
     (thousands)

Inventory write-down

   $ 7,788    $ —      $ 7,788

Asset write-down

     19,825      —        19,825

Employee-related costs

     —        8,433      8,433

Pension curtailment loss

     1,165      —        1,165

Other

     —        357      357
                    

December 31, 2008

     28,778      8,790      37,568
                    

Decommissioning costs

     —        5,554      5,554

Other

     —        629      629
                    

September 30, 2009

     —        6,183      6,183
                    

Total activity as of September 30, 2009

   $ 28,778    $ 14,973    $ 43,751
                    

 

(a) As of September 30, 2009, cash payments totaled $14.1 million, of which $0.4 million was paid in 2008.

We expect to spend approximately $6.3 million during 2009, $1.6 million in 2010, and $1.0 million in 2011 in decommissioning and other costs. During the three and nine months ended September 30, 2009, we spent $1.4 million and $6.2 million, respectively, for these costs, which are recorded in “St. Helens mill restructuring” in our Consolidated Statements of Income (Loss). These expenses are recorded when the liability is incurred.

21. Segment Information

There are no differences in our basis of segmentation or in our basis of measurement of segment profit or loss from those disclosed in Note 17, Segment Information, of the Notes to Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” in our 2008 Annual Report on Form 10-K.

 

28


Table of Contents

An analysis of operations by segment is as follows:

Boise Inc.

 

 

     Sales     Income
(Loss)
Before
Taxes
    Depreciation,
Amortization,
and
Depletion
   EBITDA (g)  

Three Months Ended September 30, 2009

   Trade    Related
Parties
   Inter-
segment
    Total         
     (millions)  
                                         

Paper

   $ 351.1    $ —      $ 14.9      $ 366.0      $   78.3 (a)(c)(d)    $ 21.2    $ 99.4 (a)(c)(d) 

Packaging

     144.9      5.0      0.6        150.5        22.3 (a)(b)(d)      10.7      33.0 (a)(b)(d) 

Corporate and Other

     2.8      4.5      9.3        16.6        (5.5) (a)      1.0      (4.4 )(a) 
                                                     
     498.8      9.5      24.8        533.1        95.1        32.9      128.0   
                                                     

Intersegment eliminations

     —        —        (24.8     (24.8     —          —        —     

Change in fair value of interest rate derivatives

     —        —        —          —          0.1        —        —     

Interest expense

     —        —        —          —          (21.4     —        —     

Interest income

     —        —        —          —          0.1        —        —     
                                                     
   $   498.8    $ 9.5    $ —        $   508.3      $ 73.9      $ 32.9    $ 128.0   
                                                     

Boise Inc.

  

     Sales     Income
(Loss)
Before
Taxes
    Depreciation,
Amortization,
and
Depletion
   EBITDA (g)  

Three Months Ended September 30, 2008

   Trade    Related
Parties
   Inter-
segment
    Total         
     (millions)  
                                         

Paper

   $ 412.9    $ —      $ 18.1      $ 431.0      $   25.3 (e)    $ 24.1    $ 49.4 (e) 

Packaging

     194.4      17.4      1.1        212.9        10.1 (e)(f)      6.3      16.4 (e)(f) 

Corporate and Other

     3.6      4.8      12.3        20.7        (5.8)        1.0      (4.7
                                                     
     610.9      22.2      31.5        664.6        29.6        31.4      61.1   
                                                     

Intersegment eliminations

     —        —        (31.5     (31.5     —          —        —     

Change in fair value of interest rate derivatives

     —        —        —          —          (0.3     —        —     

Interest expense

     —        —        —          —          (27.5     —        —     

Interest income

     —        —        —          —          0.2        —        —     
                                                     
   $   610.9    $   22.2    $ —        $   633.1      $ 2.0      $ 31.4    $ 61.1  
                                                     

 

29


Table of Contents

Boise Inc.

 

 

     Sales     Income
(Loss)
Before
Taxes
    Depreciation,
Amortization,
and
Depletion
   EBITDA (g)  

Nine Months Ended September 30, 2009

   Trade    Related
Parties
   Inter-
segment
    Total         
     (millions)  
                                         

Paper

   $ 1,030.5    $ —      $   43.9      $ 1,074.4      $   187.6 (a)(c)(d)    $ 63.6    $ 251.2 (a)(c) 

Packaging

     414.6      21.4      1.8        437.8        43.7 (a)(b)(d)      31.1      74.9 (a)(b)(d) 

Corporate and Other

     8.5      12.9      25.6        47.0        (17.7) (a)      3.1      (14.7) (a) 
                                                     
     1,453.6      34.3      71.3        1559.2        213.6        97.8      311.3   
                                                     

Intersegment eliminations

     —        —        (71.3     (71.3     —          —        —     

Change in fair value of interest rate derivatives

     —        —        —          —          0.6        —        —     

Interest expense

     —        —        —          —          (65.0     —        —     

Interest income

     —        —        —          —          0.3        —        —     
                                                     
   $   1,453.6    $ 34.3    $ —        $   1,487.9      $ 149.5      $ 97.8    $ 311.3   
                                                     

Boise Inc.

  

     Sales     Income
(Loss)
Before
Taxes
    Depreciation,
Amortization,
and
Depletion
   EBITDA (g)  

Nine Months Ended September 30, 2008

   Trade    Related
Parties
   Inter-
segment
    Total         
     (millions)  
                                         

Paper

   $ 971.6    $ —      $ 42.5      $ 1,014.1      $   45.0 (e)    $ 50.1    $ 95.1 (e) 

Packaging

     443.1      44.1      2.7        489.9        (5.0) (e)(f)      24.5      19.5 (e)(f) 

Corporate and Other

     8.8      11.9      29.1        49.8        (13.1)        2.3      (10.8)   
                                                     
     1,423.5      56.0      74.3        1,553.8        26.9        76.9      103.8   
                                                     

Intersegment eliminations

     —        —        (74.3     (74.3     —          —        —     

Change in fair value of interest rate derivatives

     —        —        —          —          0.2        —        —     

Interest expense

     —        —        —          —          (65.1     —        —     

Interest income

     —        —        —          —          2.2        —        —     
                                                     
   $ 1,423.5    $ 56.0    $ —        $ 1,479.5      $ (35.8   $ 76.9    $ 103.8   
                                                     

Predecessor

  

     Sales     Income
(Loss)
Before
Taxes
    Depreciation,
Amortization,
and
Depletion
   EBITDA (g)  

January 1 Through February 21, 2008

   Trade    Related
Parties
   Inter-
segment
    Total         
     (millions)  
                                         

Paper

   $ 154.4    $ 90.0    $ 9.1      $ 253.5      $ 20.7      $ 0.3    $ 21.1   

Packaging

     102.2      10.9      0.4        113.5        5.7 (f)      0.1      5.7 (f) 

Corporate and Other

     1.8      0.6      6.1        8.5        (3.2)        0.1      (3.1)   
                                                     
     258.4      101.5      15.6        375.5        23.2        0.5      23.7   
                                                     

Intersegment eliminations

     —        —        (15.6     (15.6     —          —        —     

Interest expense

     —        —        —          —          —          —        —     

Interest income

     —        —        —          —          0.2        —        —     
                                                     
   $ 258.4    $   101.5    $ —        $ 359.9      $ 23.4      $ 0.5    $ 23.7   
                                                     

 

(a) The three and nine months ended September 30, 2009, included $42.9 million and $99.9 million, respectively, of income recorded in the Paper segment, $19.4 million and $39.3 million, respectively, of income recorded in the Packaging segment, and $2.7 million and $4.3 million, respectively, of expenses recorded in the Corporate and Other segment relating to alternative fuel mixture credits. These amounts are net of fees and expenses and before taxes.

 

30


Table of Contents
(b) The three and nine months ended September 30, 2009, included $1.0 million and $2.9 million, respectively, of expense related to the indefinite idling of our D-2 newsprint machine at our mill in DeRidder, Louisiana, which was recorded in the Packaging segment.

 

(c) The three and nine months ended September 30, 2009, included $1.4 million and $6.2 million, respectively, of expense recorded in the Paper segment associated with the restructuring of the St. Helens mill.

 

(d) The three and nine months ended September 30, 2009, included $3.6 million and $4.9 million, respectively, of income related to the impact of energy hedges, $2.9 million and $3.9 million of which was recorded in the Paper segment and $0.7 million and $1.0 million in the Packaging segment.

 

(e) The three and nine months ended September 30, 2008, included zero and $10.2 million, respectively, of expense related to inventory purchase accounting adjustments, zero and $7.4 million of which was recorded in the Paper segment and zero and $2.8 million in the Packaging segment.

 

(f) The three and nine months ended September 30, 2008, included zero and $19.8 million, respectively, of expense recorded in the Packaging segment related to the outage at the DeRidder, Louisiana, mill. The period of January 1 through February 22, 2008, included $0.7 million of expense recorded in the Packaging segment related to the outage at the DeRidder mill.

 

(g) EBITDA represents income (loss) before interest (interest expense, interest income, and change in fair value of interest rate derivatives), income tax provision (benefit), and depreciation, amortization, and depletion. EBITDA is the primary measure used by our chief operating decision makers to evaluate segment operating performance and to decide how to allocate resources to segments. We believe EBITDA is useful to investors because it provides a means to evaluate the operating performance of our segments and our company on an ongoing basis using criteria that are used by our internal decision makers and because it is frequently used by investors and other interested parties in the evaluation of companies with substantial financial leverage. We believe EBITDA is a meaningful measure because it presents a transparent view of our recurring operating performance and allows management to readily view operating trends, perform analytical comparisons, and identify strategies to improve operating performance. For example, we believe that the inclusion of items such as taxes, interest expense, and interest income distorts management’s ability to assess and view the core operating trends in our segments. EBITDA, however, is not a measure of our liquidity or financial performance under generally accepted accounting principles (GAAP) and should not be considered as an alternative to net income (loss), income (loss) from operations, or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity. The use of EBITDA instead of net income (loss) or segment income (loss) has limitations as an analytical tool, including the inability to determine profitability; the exclusion of interest expense, interest income, change in fair value of interest rate derivatives, and associated significant cash requirements; and the exclusion of depreciation, amortization, and depletion, which represent significant and unavoidable operating costs, given the level of our indebtedness and the capital expenditures needed to maintain our businesses. Management compensates for these limitations by relying on our GAAP results. Our measures of EBITDA are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.

 

31


Table of Contents

The following is a reconciliation of net income (loss) to EBITDA (in millions):

 

     Boise Inc.               Predecessor  
     Three Months Ended
September 30
    Nine Months Ended
September 30
               January 1
Through
February 21,

2008
 
     2009     2008     2009     2008               
                                           

Net income (loss)

   $ 48.2      $ 4.4      $ 98.1      $ (30.0           $ 22.8   

Change in fair value of interest rate derivatives

     (0.1     0.3        (0.6     (0.2             —     

Interest expense

     21.4        27.5        65.0        65.1                —     

Interest income

     (0.1     (0.2     (0.3     (2.2             (0.2

Income tax provision (benefit)

     25.7        (2.4     51.4        (5.7             0.6   

Depreciation, amortization, and depletion

     32.9        31.4        97.8        76.9                0.5   
                                                

EBITDA

   $ 128.0      $ 61.1      $   311.3      $   103.8              $ 23.7   
                                                

22. Commitments and Guarantees

Commitments

We have commitments for fiber, leases, and utilities. Our lease commitments are discussed further in Note 8, Leases. In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business.

We are a party to a number of long-term log and fiber supply agreements. At September 30, 2009, our total obligation for log and fiber purchases under contracts with third parties was approximately $91.0 million. Under most of the log and fiber supply agreements, we have the right to cancel or reduce our commitments in the event of a mill curtailment or shutdown. The prices under most of these agreements are set quarterly or semiannually based on regional market prices, and the estimate is based on contractual terms or current-quarter pricing. Our log and fiber obligations are subject to change based on, among other things, the effect of governmental laws and regulations, our manufacturing operations not operating in the normal course of business, log and fiber availability, and the status of environmental appeals. Except for deposits required pursuant to wood supply contracts, these obligations are not recorded in our consolidated financial statements until contractual payment terms take effect.

We enter into utility contracts for the purchase of electricity and natural gas. We also purchase these services under utility tariffs. The contractual and tariff arrangements include multiple-year commitments and minimum annual purchase requirements. At September 30, 2009, we had approximately $30.9 million of utility purchase commitments. These payment obligations were valued at prices in effect on December 31, 2008, or determined pursuant to contractual terms, if available. Because we consume the energy in the manufacture of our products, these obligations represent the face value of the contracts, not resale value.

Guarantees

We provide guarantees, indemnifications, and assurances to others. See Note 14, Debt, for a description of the guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make.

23. Legal Proceedings and Contingencies

We are a party to routine legal proceedings that arise in the ordinary course of our business. We are not currently a party to any legal proceedings or environmental claims that we believe would have a material adverse effect on our business, financial position, or results of operations.

 

32


Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Understanding Our Financial Information

The following discussion and analysis provides information management believes to be relevant to understanding our financial condition and results of operations. We begin this discussion and analysis with some general background related to our company and our operating segments followed by an overview of the effects of the “Debt Issuance and Restructuring,” “Acquisition of Boise Cascade’s Paper and Packaging Operations,” “Alternative Fuel Mixture Credits,” and the “St. Helens Mill Restructuring and DeRidder Machine Idling.” “Recent Trends and Operational Outlook” and “Factors That Affect Our Operating Results” are intended to give the reader an overview of goals and challenges, the direction of our business, and changes affecting our products. The analysis then reviews “Our Operating Results” followed by a discussion of our balance sheet, cash flows, and financial commitments in the section entitled “Liquidity and Capital Resources.”

This discussion and analysis includes statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Such statements, along with any other nonhistorical statements in the discussion, are forward-looking. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in our 2008 Annual Report on Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission (SEC).

We do not assume an obligation to update any forward-looking statement. Our actual results may differ materially from those contained in or implied by any of the forward-looking statements in this Form  10-Q.

Background

On February 22, 2008, Boise Inc. or “the Company,” “we,” “us,” or “our” completed the acquisition (the Acquisition) of Boise White Paper, L.L.C., Boise Packaging & Newsprint, L.L.C., Boise Cascade Transportation Holdings Corp. (collectively, the Paper Group), and other assets and liabilities related to the operation of the paper, packaging and newsprint, and transportation businesses of the Paper Group and part of the headquarters operations of Boise Cascade, L.L.C. (Boise Cascade). The business we acquired is referred to in this report on Form 10-Q as the “Predecessor.” The Acquisition was accomplished through the Company’s acquisition of Boise Paper Holdings, L.L.C. See “Acquisition of Boise Cascade’s Paper and Packaging Operations” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2008 Annual Report on Form 10-K for more information related to the Acquisition.

The accompanying Consolidated Statement of Income (Loss) and Consolidated Statement of Cash Flows for the nine months ended September 30, 2008, include the activities of Aldabra 2 Acquisition Corp. prior to the Acquisition and the operations of the acquired businesses from February 22, 2008, through September 30, 2008. The Predecessor Consolidated Statement of Income (Loss) and Consolidated Statement of Cash Flows for the period of January 1 through February 21, 2008, are presented for comparative purposes.

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” at times refers to the combined activities of Boise Inc. and the Predecessor for each period specifically indicated, which we believe is the most useful comparison between periods. The Acquisition resulted in a new basis of accounting from those previously reported by the Predecessor. However, sales and most operating cost items are substantially consistent with those reported by the Predecessor. Finished goods inventories were revalued to estimated selling prices less costs of disposal and a reasonable profit on the disposal. Depreciation changed as a result of adjustments to the fair values of property and equipment due to our purchase price allocation. These items, along with changes in interest expense and income taxes, are explained independently where appropriate.

Our Segments

We operate our business in three reportable segments: Paper, Packaging, and Corporate and Other (support services). These segments represent distinct businesses that are managed separately because of differing products and services. Each of these businesses requires distinct operating and marketing strategies. Management reviews the performance of the Company based on these segments.

 

33


Table of Contents

Paper. Our Paper segment manufactures and sells uncoated freesheet (including commodity and premium cut-size office papers); a range of packaging papers (including corrugating medium, label and release papers, and flexible packaging papers); commodity and premium printing and converting papers (including commercial printing papers, envelope papers, and form-related products); and market pulp. Many of these paper products are commodity products, while others have specialized features that make these products premium and specialty grades. Our premium grades include 100% recycled and colored cut-size office papers, and our specialty grades include custom-developed papers for such uses as label and release and flexible food packaging. We ship to customers both directly from our mills and through distribution centers. During the three and nine months ended September 30, 2009, approximately 39% and 41% of uncoated freesheet paper sales volume, including approximately 59% and 63% of the office papers sales volume, was sold to OfficeMax Incorporated (OfficeMax).

Packaging. Our Packaging segment manufactures and sells containerboard (linerboard) and newsprint from our mill in DeRidder, Louisiana. In March 2008, we completed a $23 million project on our linerboard machine in DeRidder, which reduced our exposure to fossil fuels and increased product capabilities. We also operate five corrugated container plants in the Northwest, a sheet plant in Reno, Nevada, and a sheet feeder plant in Waco, Texas. Our corrugated containers are used primarily in the packaging of fresh fruit and vegetables, processed food, and beverages, as well as industrial and consumer products. Our Texas plant, known as Central Texas Corrugated, or CTC, produces corrugated sheets that are sold to sheet plants in the Southwest, where they are converted into corrugated containers for a variety of customers. Our containerboard and corrugated products are sold by our own sales personnel and by brokers.

Until early 2009, we marketed our newsprint through Abitibi-Consolidated Sales Corporation (ACSC), an indirect subsidiary of AbitibiBowater Inc., pursuant to an arrangement whereby ACSC purchased all of the newsprint we produce. ACSC sold our newsprint primarily in regional markets near our DeRidder, Louisiana, manufacturing facility. In late February 2009, we terminated our arrangement with ACSC. Beginning March 1, 2009, we started selling our newsprint production through our own sales organization, primarily to newspaper publishers in the southern and southwestern United States (U.S.).

Corporate and Other. Our Corporate and Other segment includes primarily corporate support services, related assets and liabilities, and foreign exchange gains and losses. During the Predecessor period presented, the Corporate and Other segment included primarily an allocation of Boise Cascade corporate support services and related assets and liabilities. These support services include but are not limited to finance, accounting, legal, information technology, and human resources functions. This segment also includes transportation assets, such as rail cars and trucks, which we use to transport our products from our manufacturing sites. Rail cars and trucks are generally leased. We provide transportation services not only to our own facilities but also, on a limited basis, to third parties when geographic proximity and logistics are favorable. During the three and nine months ended September 30, 2009, segment sales primarily related to our rail and truck business were $16.7 million and $47.1 million.

In connection with the Acquisition, we entered into an outsourcing services agreement under which we provide a number of corporate staff services to Boise Cascade at our cost. These services include information technology, accounting, and human resource services. The initial term of the agreement is for three years. It will automatically renew for one-year terms unless either party provides notice of termination to the other party at least 12 months in advance of the applicable term. For the three and nine months ended September 30, 2009, we recorded $3.9 million and $11.1 million in “Sales, Related parties” and the same amounts in “Costs and expenses” in our Consolidated Statements of Income (Loss) related to this agreement.

Debt Issuance and Restructuring

In October 2009, two of our wholly owned subsidiaries, Boise Paper Holdings, L.L.C., and Boise Finance Company (a new entity created to facilitate debt issuance), issued $300.0 million of senior unsecured notes in a private offering. The notes are due in November 2017 and bear interest at a rate of 9.0%. We have used the proceeds from this offering and cash on hand for the following purposes:

 

   

Repay $75.0 million of our Tranche A and Tranche B term loan facilities at par;

 

34


Table of Contents
   

Repurchase all of our $260.7 million second lien term loans at 113% of face value; and

 

   

Exercise the option we entered into on August 4, 2009, to repurchase and retire the $74.8 million notes payable at 70% of face value.

In connection with the issuance we also entered into amendments to our senior secured credit facilities. These amendments permit us to incur $300.0 million of new senior unsecured notes, repurchase all of the second lien term loans, repurchase and retire the notes payable, and modify certain of our financial covenants. The financial covenant modifications change our total net debt leverage ratio to 4.75:1:00, stepping down to 4.50:1.00 at September 30, 2011. We also have a new first lien secured leverage ratio of 3.25:1:00, stepping down to 3.00:1.00 at September 30, 2011.

The sources and uses of cash related to the transaction described above include the following (in thousands):

 

Sources

    

Cash

   $   141,854

Senior notes

     300,000
      
   $   441,854
      

Uses

    

Prepay Tranche A term loan

   $ 30,625

Prepay Tranche B term loan

     44,375

Repurchase second lien at 113%

     294,591

Repurchase notes payable at 70%

     52,924

Interest expense

     1,980

Original issue discount

     2,109

Fees and expenses

     15,250
      
   $ 441,854
      

After giving effect to the transaction, our long-term debt consists of the following (in thousands):

 

Revolving credit facility, due 2013

   $ —  

Tranche A term loan, due 2013

     206,875

Tranche B term loan, due 2014

     412,177

Second lien term loan, due 2015

     —  

Senior notes, due 2017

     300,000
      
   $   919,052
      

Additionally, after consideration of the sources and uses of cash from the transaction, our pro forma cash balance at September 30, 2009, would be $105.8 million.

The results of this debt issuance and restructuring, including the changes to our financial covenants, increase our financial flexibility, extend our debt maturity profile, simplify our capital structure, and reduce our total indebtedness.

Acquisition of Boise Cascade’s Paper and Packaging Operations

On February 22, 2008, we acquired the paper, packaging, and most of the corporate and other segments of Boise Cascade for cash and securities.

Upon completion of the transaction, Boise Cascade owned 37.9 million, or 49%, of our outstanding shares, and it continues to hold a significant financial interest in us. The purchase price was paid with cash, the issuance of shares of our common stock, and a note payable. These costs, including direct transaction costs and purchase price adjustments, totaled $1.7 billion. For additional information related to the purchase price paid and the fair value allocation of the assets acquired and liabilities assumed in the Acquisition, see “Acquisition of Boise Cascade’s Paper and Packaging Operations” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2008 Annual Report on Form 10-K.

Alternative Fuel Mixture Credits

We continue to invest in our assets and improve our operating practices to reduce consumption of fossil fuels. Between 2002 and 2008, our mills reduced fossil fuel use by 21% per ton, primarily through conservation and increased use of biomass fuels. Approximately 65% of the energy we use in our manufacturing process is derived from renewable biomass, including waste byproducts from our production process. Substantially all of our biomass fiber is sourced under the rigorous procurement standards

and requirements of the Sustainable Forestry Initiative® (SFI®). The U.S. Internal Revenue Code allows an excise tax credit for taxpayers who use alternative fuels in the taxpayer’s trade or business. Each year, under normal operating conditions, we produce and use approximately 500 million gallons of liquid fuel (black liquor) produced from biomass to provide energy to four of our five paper mills. The credit, equal to $0.50 per gallon of the alternative fuel mixture, is refundable to the taxpayer. In first quarter 2009, we filed to be registered as an alternative fuel mixer and, in April, received notification that the registration was approved by the Internal Revenue Service. We became eligible to claim credits for black liquor produced at our four pulp and paper mills beginning at various dates from late January to late March 2009. Although there is some uncertainty as to the continued existence and availability of the alternative fuel mixture credit, we are reasonably assured that the credit for the alternative fuel mixture used by us through September 30, 2009, has been earned and will be collected from the U.S. government. Accordingly, during the three and nine months ended September 30, 2009, we recorded $59.6 million and $134.9 million, respectively, in “Alternative fuel mixture credits, net” in our Consolidated Statements of Income (Loss). As of September 30, 2009, we recorded a receivable of $29.2 million in “Receivables, Other” on our Consolidated Balance Sheet for alternative fuel mixture credits. The credits are scheduled to expire on December 31, 2009. The future amount of credits we ultimately file for, receive, and recognize as income is dependent on, among other things, our future production levels, tax legislation and regulation, and income recognition criteria under generally accepted accounting principles. We do not know whether the U.S. government will amend the credit to eliminate or reduce its benefits for pulp and paper companies, but there is the possibility that such action may be taken. Any such amendment of the credit could have a material effect on our financial position, results of operations, and cash flows.

 

35


Table of Contents

St. Helens Mill Restructuring and DeRidder Machine Idling

In November 2008, we announced the restructuring of our paper mill in St. Helens, Oregon, permanently halting pulp production at the plant and reducing annual paper production capacity by approximately 200,000 tons and market pulp capacity at the St. Helens and Wallula, Washington, mills by a total of approximately 138,000 tons. The restructuring was primarily the result of declining product demand coupled with continuing high costs. The restructuring was substantially complete in January 2009. We have permanently ceased paper production on machines #1 and #4 at the mill. Paper machine #2 at St. Helens continues to operate, manufacturing primarily lightweight opaque and flexible packaging papers. The #3 machine, which is owned by Cascades Tissue Group, also continues to operate. The permanent capacity reductions resulted in the loss of approximately 350 jobs at the St. Helens mill and 36 jobs in related sales, marketing, and logistics functions elsewhere in the Company. Some of these employees have been relocated to fill other positions within the Company. Eligible salaried employees were offered severance packages and outplacement assistance. We have concluded closure agreement negotiations for the affected union employees. We employ approximately 140 employees at the mill after restructuring. At September 30, 2009, we had terminated approximately 360 employees. For additional information related to the St. Helens Mill Restructuring, see Note 20, St. Helens Mill Restructuring, of the Notes to Unaudited Quarterly Consolidated Financial Statements in “Item I. Financial Statements” of this Form 10-Q.

In April 2009, we announced that we had indefinitely idled the #2 newsprint machine (D-2) at our mill in DeRidder, Louisiana. The D-2 machine has been idled since February 9, 2009, due to lack of orders. We will continue to operate the #3 newsprint machine (D-3) and the #1 linerboard machine (D-1) at the DeRidder mill. The idled machine has an annual capacity of 186,000 tons of newsprint. By idling the machine, we can reduce operating and capital costs during this period of declining newsprint demand, while preserving the asset for potential future use. Should the need arise, we can restart the D-2 machine within a short period of time. We may also pursue options to convert the machine to packaging products at a later date. For additional information related to the D-2 Newsprint Machine Indefinite Idling, see Note 6, Other (Income) Expense, Net, of the Notes to Unaudited Quarterly Consolidated Financial Statements in “Item I. Financial Statements” of this Form 10-Q.

Recent Trends and Operational Outlook

The U.S. and global economies remained relatively weak through third quarter 2009, and global economic indicators showed mixed results. Real gross domestic product (GDP) growth turned positive in second quarter 2009 in Germany, France, and Japan due to stronger-than-expected consumption and manufacturing activity, and in the U.S, industrial production growth turned upward in July for the first time in eight months. But the recovery in output continues to be unaccompanied by a recovery in jobs, as U.S. job cuts remained severe in September. Although consumer spending has improved recently, it remains relatively weak and faces headwinds, given that debt burdens are still high, wealth is depleted, credit is tight, and incomes are being squeezed by the still-deteriorating labor market. Concerns over consumer and business confidence, the availability and cost of credit, consumer spending and business investment, the volatility and strength of the capital and credit markets, and inflation all affect the business and economic environment and, ultimately, the profitability of our business. Economic downturns characterized by higher unemployment, lower family income, lower corporate earnings, lower business investment, and lower consumer spending typically result in decreased demand for our products. These conditions are beyond our control and may have a significant impact on our business, results of operations, cash flows, ability to meet our debt service obligations, and financial position.

Linerboard pricing weakened during third quarter 2009, while corrugated product pricing declined more modestly, as packaging demand in agriculture, food, and beverage markets, which have historically been less correlated to broad economic activity, remained relatively stable through third quarter 2009. These markets constitute just over half of our packaging product end-use markets. Demand in our industrial markets and containerboard export markets, which are more closely aligned with general economic activity, remained weak during the quarter, although export markets showed secular improvement in August and September, compared with July.

Despite weak overall containerboard demand, total U.S. containerboard inventories remained flat in September 2009, compared with June 2009, at 2.2 million tons and declined from 2.5 million tons in December 2008, according to the American Forest & Paper Association (AF&PA). During 2009, we have taken production downtime to balance production with demand. We may elect to take additional downtime if market conditions warrant.

 

36


Table of Contents

Prices for uncoated freesheet papers declined during the first nine months of 2009, as demand continued to soften from 2008 levels as a result of both secular and cyclical trends. Pricing for cut-size office papers, which represent the majority of our uncoated freesheet production, and our packaging-driven specialty grades, including label and release and flexible packaging papers, declined more modestly than pricing for printing and converting grades, which include commercial printing, form bond, and envelope papers. Since a large portion of our cut-size office paper is sold to OfficeMax under a contract whereby the price OfficeMax pays is determined by a published index, changes in price for this product sold to OfficeMax tend to lag behind the general market by approximately 60 days. Recently, we announced $40-per-ton price increases in our offset and envelope grades, which are being implemented in October 2009. There is no assurance that the price increases will be realized.

U.S. demand for uncoated freesheet began to stabilize in third quarter 2009. According to AF&PA, uncoated freesheet shipments declined 14% during the first nine months of 2009, compared with the same period in 2008, but recent months show decelerating declines, a sign of improvement. Compared with previous years, demand for commodity communication papers has been negatively affected by cyclical weak macroeconomic conditions and by the longer-term secular shift to electronic media for communications. Demand for printing and converting products has also been negatively affected by these factors and by the decline in direct-mail advertising. Despite soft demand, compared with prior years, U.S. uncoated freesheet inventories remained low at under 1.0 million tons in third quarter 2009, levels not seen in over a decade, according to AF&PA. We curtailed shifts and slowed production on our uncoated freesheet machines to balance production with demand during the first nine months of 2009. During third quarter, we had no scheduled maintenance outages at our mills. We will have a scheduled maintenance outage at our Jackson, Alabama, pulp and paper mill in December 2009 and may elect to take additional downtime if market conditions warrant.

Prices for manufacturing inputs including fiber, energy and chemicals, have declined in 2009, compared with 2008, driven by reduced demand as a result of the weak U.S. economy. Overall input costs were higher in third quarter 2009, compared with second quarter 2009, primarily as a result of increased consumption of inputs driven by increased production and sales volumes.

In October 2009, we entered into agreements to amend our first and second lien secured debt credit agreements and issued $300 million in new unsecured debt. This debt restructuring increases our financial flexibility, extends our debt maturities, simplifies our capital structure, and reduces our overall total debt by approximately $110 million by allowing us to use our cash on hand and proceeds from the new debt to pay down current debt.

Factors That Affect Our Operating Results

Our results of operations and financial performance are influenced by a variety of factors, including the following:

 

   

General economic conditions, including but not limited to durable and nondurable goods production, white-collar employment, electronic substitution, and relative currency values;

 

   

The ability of our lenders, customers, and suppliers to continue to conduct their business;

 

   

Paper and packaging industry trends, including factors affecting supply and demand;

 

   

Pension funding requirements;

 

   

The commodity nature of our products and their price movements, which are driven largely by supply and demand;

 

   

Competing technologies that affect the demand for our products;

 

   

Availability and affordability of raw materials, wood fiber, energy, and chemicals;

 

   

Legislative or regulatory environments, requirements, or changes affecting the businesses in which we are engaged;

 

   

Labor and personnel relations;

 

37


Table of Contents
   

Credit or currency risks affecting our revenue and profitability;

 

   

Major equipment failure;

 

   

Severe weather phenomena such as drought, hurricanes and significant rainfall, tornadoes, and fire;

 

   

Our customer concentration and the ability of our customers to pay; and

 

   

The other factors described in “Part I, Item 1A. Risk Factors” in our 2008 Annual Report on Form 10-K.

Demand

The overall level of demand for the products we make and distribute is affected by, among other things, electronic media substitution, manufacturing activity, employment, consumer spending, and currency exchange rates. Accordingly, we believe that our financial results depend in large part on general macroeconomic conditions in North America, as well as on regional economic conditions in the geographic markets in which we operate. The global financial and credit crisis led to a severe recession in the U.S. economy and significant deterioration in the macroeconomic outlook. While an extended economic downturn could negatively affect overall demand, no single product line drives our overall financial performance and individual product lines are influenced by conditions in their respective industries. For example:

 

   

Historically, demand for uncoated freesheet correlated positively with general economic activity. However, demand for communication paper grades, such as uncoated freesheet printing and forms paper, which we produce, has decreased as the use of electronic transmission and document storage alternatives has become more widespread and more efficient.

 

   

Demand for recycled-content papers is linked to an increased public awareness of environmental and sustainability issues and is less sensitive to general economic activity. We produce grades that contain from 10% to 100% recycled content.

 

   

Demand for our packaging products, including corrugated containers and sheets, containerboard, label and release, and flexible packaging papers, is driven by packaging demand. This demand is affected by macroeconomic conditions and is less susceptible to electronic media substitution.

 

   

A large share of the demand for corrugated containers and, therefore, containerboard is driven by unprocessed and processed food production and manufacturing, specifically the manufacture of nondurable goods. In addition, inventory stocking or liquidation of these goods has an impact, as do currency exchange rates that affect the cost-competitiveness of foreign manufacturers.

 

   

Demand for newsprint depends upon prevailing levels of newspaper advertising, circulation, and basis weights. Demand for newsprint in North America has declined approximately 31% over the past five years, according to Resource Information Systems Inc. (RISI), due in part to the growth of online media and erosion of the newspaper publishing business. In late 2008 and early 2009, the rate of decline accelerated over previous levels. According to RISI, through August 2009, newsprint shipments were down 31%, compared with the same period in 2008.

 

38


Table of Contents

Supply

Industry supply of paper is affected by the number of operational or idled facilities, the building of new capacity, and the shutting down of existing capacity. Capacity also tends to increase gradually over time without significant capital expenditures as manufacturers improve production efficiencies. Generally, more capacity is added or employed when supply is tight and margins are relatively high, and capacity is idled or eliminated when capacity significantly exceeds demand and margins are poor.

Over the last five years, North American uncoated freesheet, containerboard, and newsprint capacities declined approximately 16%, 1%, and 26%, respectively, according to RISI. In fourth quarter 2008 and into 2009, temporary and permanent curtailments accelerated and significantly reduced capacity across many grades. New capacity additions are constrained by the high capital investment and long lead times required to plan, obtain regulatory approvals for, and build a new mill.

Industry supply of paper is also influenced by the level of imports and by overseas production capacity, which has grown over the past decade. In 2009, imports have declined, compared with 2008, in response to weakened domestic demand and the economic slowdown.

Operating Costs

The major costs of production are fiber, energy, chemicals, and labor. The relative size of these costs varies by segment. Given the significance of raw material and energy costs to total operating expenses and the limited ability to control these costs, compared with other operating costs, volatility in these costs can materially affect operating margins. In addition, the timing and degree of price cycles of raw materials and energy differ with respect to each type of raw material and energy used.

Fiber. The primary raw material is wood fiber, accounting for the following percentages of materials, labor, and other operating expenses, including fiber costs, for Boise Inc. and the Predecessor for each of the periods listed below:

 

     Boise Inc.     Predecessor     Combined  
     Three Months Ended
September 30
    Nine Months Ended
September 30
    January 1
Through
February 21,

2008
    Nine Months Ended
September 30,

2008
 
     2009     2008     2009     2008      
                                      

Paper

   29   29   27   30   26   29

Packaging

   18   15   16   14   17   15

The primary sources of logs and wood fiber are timber and byproducts of timber, such as wood chips, wood shavings, and sawdust. Substantially all fiber is acquired from outside sources. We convert logs and wood chips into pulp, which we use at our paper mills to produce paper. On an aggregate basis, and under normal operating conditions, we are a net consumer of pulp, producing less pulp volume than we consume.

Logs and wood fiber are commodities, and prices for logs and wood fiber have historically been cyclical due to changing levels of supply and demand. Log and fiber supply may be limited by public policy or government regulation as well as fire, insect infestation, disease, ice storms, windstorms, hurricanes, flooding, other weather conditions, and other natural and man-made causes. Residual fiber supply may be limited due to a reduction in primary manufacturing at sawmills and plywood plants. Declines in log and fiber supply, driven primarily by changes in public policy and government regulation, have been severe enough to cause the closure of numerous facilities in some of the regions in which we operate. Any sustained undersupply and resulting increase in wood fiber prices could decrease our production volumes and/or increase our operating costs. Prices for our products might not reflect increases or decreases in log and wood fiber prices, and as a result, our operating margins could fluctuate. Delivered-fiber costs in all of our operating regions include the cost of diesel, which has declined in 2009, compared with 2008. Declining diesel costs reduce the cost to harvest and transport wood to the mills, favorably affecting fiber costs in all of our regions.

In Minnesota, overall fiber costs increased in third quarter 2009, compared with third quarter 2008, driven by higher consumption of wood and purchased pulp as a result of increased production and sales volumes. The cost associated with greater consumption was offset partially by lower prices for wood and purchased pulp. Wood fiber prices in the region declined, compared with third quarter 2008, as a result of reduced fiber consumption from pulp and paper manufacturers and continued curtailment of oriented strand board (OSB) production in the region.

 

39


Table of Contents

In the Pacific Northwest, fiber costs decreased in third quarter 2009, compared with third quarter 2008, due to reduced consumption as a result of the St. Helens mill downsizing and lower fiber prices. Residual fiber prices declined over the prior year as a result of reduced overall fiber demand in the region.

In the South, during third quarter 2009, fiber costs at our DeRidder mill decreased overall, compared with third quarter 2008, due to declining wood fiber prices and reduced fiber consumption as a result of the idling of our D-2 newsprint machine. In our Alabama operating region, fiber costs decreased in third quarter 2009, compared with third quarter 2008, driven by reduced prices for wood, purchased pulp, and recycled fiber, offset partially by increased purchased pulp consumption.

Other Raw Materials and Energy Purchasing and Pricing. We purchase other raw materials and energy used to manufacture our products in both the open market and through long-term contracts. These contracts are generally with regional suppliers who agree to supply all of our needs for a certain raw material or energy at a single facility. These contracts normally contain minimum purchase requirements and are for terms of various lengths. They also contain price adjustment mechanisms that take into account changes in market prices. Therefore, although our long-term contracts provide us with supplies of raw materials and energy that are more stable than open-market purchases, they may not, in many cases, alleviate fluctuations in market prices.

Our costs for raw materials are influenced by increases in energy costs. Specifically, some of our key chemicals, including pulping and bleaching chemicals consumed in our paper and packaging mills, are heavily influenced by energy costs. A number of our major suppliers have increased prices over the past year. The relationship between industry supply and demand, rather than changes in the cost of raw materials, determines our ability to increase prices. Consequently, we may be unable to pass increases in our operating costs to our customers in the short term.

Energy. Energy prices, particularly for electricity, natural gas, and fuel oil, have been volatile in recent years. Currently, energy prices are favorable, compared with historical averages. In third quarter 2009, energy costs were lower, compared with third quarter 2008, due mainly to lower prices and consumption of electricity and natural gas. Consumption was reduced as a result of the restructuring of the St. Helens mill and the indefinite idling of our D-2 newsprint machine in DeRidder. Under normal operations, including the indefinite idling of our D-2 newsprint machine, we expect to consume approximately 12 million mmBtu of natural gas annually. Energy costs represent the following percentages of materials, labor, and other operating expenses, including fiber costs, for Boise Inc. and the Predecessor in each of the periods listed below:

 

     Boise Inc.     Predecessor     Combined  
     Three Months Ended
September 30
    Nine Months Ended
September 30
    January 1
Through
February 21,

2008
    Nine Months Ended
September 30,

2008
 
     2009     2008     2009     2008      
                                      

Paper

   11   18   12   17   15   16

Packaging

   8   16   10   14   14   14

We enter into transactions to hedge the variable cash flow risk of natural gas purchases. As of September 30, 2009, we had entered into derivative instruments related to approximately 90% of our forecasted natural gas purchases for October 2009, approximately 50% of our forecasted natural gas purchases for November 2009 through March 2010, approximately 50% of our forecasted natural gas purchases for April 2010 through October 2010, approximately 14% of our forecasted natural gas purchases for November 2010 through March 2011, and approximately 3% of our forecasted natural gas purchases for April 2011 through October 2011. At September 30, 2009, these derivatives included three-way collars and call spreads.

We have elected to account for these instruments as economic hedges. At September 30, 2009, we recorded the fair value of the derivatives, or $2.4 million, in “Accrued liabilities, Other” on our Consolidated Balance Sheet. During the three and nine months ended September 30, 2009, we recorded the change in fair value of the instruments, or $3.6 million and $4.9 million of income, in “Materials, labor, and other operating expenses” in our Consolidated Statements of Income (Loss).

 

40


Table of Contents

Chemicals. Important chemicals we use in the production of our products include starch, sodium chlorate, caustic, precipitated calcium carbonate, and dyestuffs and optical brighteners. Purchases of chemicals represent the following percentages of materials, labor, and other operating expenses, including fiber costs, for Boise Inc. and the Predecessor for each of the periods listed below:

 

     Boise Inc.     Predecessor     Combined  
     Three Months Ended
September 30
    Nine Months Ended
September 30
    January 1
Through
February 21,

2008
    Nine Months Ended
September 30,

2008
 
     2009     2008     2009     2008      
                                      

Paper

   16   16   15   15   13   15

Packaging

   7   7   7   6   6   6

Total chemical costs in third quarter 2009 were lower, compared with third quarter 2008, as a result of lower prices and reduced consumption as a result of the restructuring of the St. Helens mill. Many of our chemicals are purchased under long-term contracts, which provide more stability than open-market purchases. Many of these contracts are renegotiated annually.

Labor. Labor costs tend to increase steadily due to inflation in healthcare and wage costs. We have approximately 4,100 employees. Approximately 60% of these employees work pursuant to collective bargaining agreements. We are currently negotiating the labor contract at our packaging plant in Salem, Oregon (92 employees represented by the Association of Western Pulp & Paper Workers, or AWPPW), which expired in December 2008. The parties have agreed to operate under the existing bargaining agreement at Salem while negotiations proceed. We are also negotiating the labor contract at our paper mill in Wallula, Washington (332 employees represented by the AWPPW), which expired in mid-March 2009 and was terminated by the AWPPW on October 31, 2009. We are currently working without a contract at that location. During labor negotiations with our collective bargaining units, we could experience work interruptions or labor strikes, which could significantly affect or curtail our mill operations, increase our labor costs, prevent us from meeting customer demands, or reduce our sales and profitability. Approximately 33% of our employees, including those at Salem and Wallula, are working pursuant to collective bargaining agreements that have expired or will expire within one year.

 

41


Table of Contents

Our Operating Results

The following table sets forth operating results in dollars and as a percentage of sales for the three months ended September 30, 2009 and 2008 (in millions, except percent-of-sales data):

 

     Three Months Ended
September 30
 
     2009     2008  

Sales

    

Trade

   $   498.8      $   610.9   

Related parties

     9.5        22.2   
                
     508.3        633.1   
                

Costs and expenses

    

Materials, labor, and other operating expenses

     401.6        526.7   

Fiber costs from related parties

     10.3        21.2   

Depreciation, amortization, and depletion

     32.9        31.4   

Selling and distribution expenses

     13.6        13.8   

General and administrative expenses

     12.8        9.9   

St. Helens mill restructuring

     1.4        —     

Alternative fuel mixture credits, net

     (59.6     —     

Other (income) expense, net

     1.8        —     
                
     414.8        603.0   
                

Income from operations

   $ 93.5      $ 30.1   
                

Sales

    

Trade

     98.1     96.5

Related parties

     1.9       3.5  
                
     100.0     100.0
                

Costs and expenses

    

Materials, labor, and other operating expenses

     79.0     83.2

Fiber costs from related parties

     2.0       3.3  

Depreciation, amortization, and depletion

     6.5       4.9  

Selling and distribution expenses

     2.7       2.2  

General and administrative expenses

     2.5       1.6  

St. Helens mill restructuring

     0.3       —     

Alternative fuel mixture credits, net

     (11.7 )     —     

Other (income) expense, net

     0.3       —     
                
     81.6     95.2
                

Income from operations

     18.4     4.8
                

 

42


Table of Contents

The following table sets forth operating results in dollars and as a percentage of sales for the nine months ended September 30, 2009 and 2008, and the Predecessor period of January 1 through February 21, 2008 (in millions, except percent-of-sales data):

 

     Boise Inc.              Predecessor  
     Nine Months Ended
September 30
              January 1
Through
February 21,
2008
 
   2009     2008         

Sales

             

Trade

   $   1,453.5      $   1,423.5             $ 258.4   

Related parties

     34.4        56.0               101.5   
                               
     1,487.9        1,479.5               359.9   
                               
 

Costs and expenses

             

Materials, labor, and other operating expenses

     1,200.7        1,266.2               313.9   

Fiber costs from related parties

     25.0        46.9               7.7   

Depreciation, amortization, and depletion

     97.8        76.9               0.5   

Selling and distribution expenses

     41.4        34.6               9.1   

General and administrative expenses

     35.9        26.7               6.6   

St. Helens mill restructuring

     6.2        —                 —     

Alternative fuel mixture credits, net

     (134.9     —                 —     

Other (income) expense, net

     4.3        (0.2            (1.0
                               
     1,276.4        1,451.1               336.8   
                               
 

Income from operations

   $ 211.5      $ 28.4             $ 23.1   
                               
 

Sales

             

Trade

     97.7     96.2            71.8

Related parties

     2.3       3.8              28.2  
                               
     100.0     100.0            100.0
                               
 

Costs and expenses

             

Materials, labor, and other operating expenses

     80.7     85.6            87.2

Fiber costs from related parties

     1.7       3.2              2.2  

Depreciation, amortization, and depletion

     6.6       5.2              0.1  

Selling and distribution expenses

     2.8       2.3              2.5  

General and administrative expenses

     2.4       1.8              1.9  

St. Helens mill restructuring

     0.4       —                 —     

Alternative fuel mixture credits, net

     (9.1 )     —                 —     

Other (income) expense, net

     0.3       —                 (0.3 )
                               
     85.8     98.1            93.6
                               
 

Income (loss) from operations

     14.2     1.9            6.4
                             

 

43


Table of Contents

Sales Volumes and Prices

Set forth below are our segment sales volumes and average net selling prices for our principal products for the three and nine months ended September 30, 2009 and 2008, the Predecessor period of January 1 through February 21, 2008, and the combined nine months ended September 30, 2008:

 

     Boise Inc.     Predecessor    Combined  
     Three Months Ended
September 30
    Nine Months Ended
September 30
   

January 1
Through

      February 21,      

   Nine Months Ended
September 30,
 
     2009     2008     2009     2008     2008    2008  

Sales Volumes

             
     (thousands of short tons, except corrugated containers and sheets)  

Paper

             

Uncoated freesheet

     325        364 (a)      943        868 (a)      236      1,104 (a) 

Containerboard (medium)

     34        34        94        84        19      103</