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Packaging Corp. of America Annual Report (Amendment), Year Ended Dec 31, 2004

Filing Date
Filed March 31, 2005
Period End
December 31, 2004
Security
PKG
In the record · 2016–202610-K1110-Q328-K91

PKG filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 91 current reports (8-K) between 2016 and 2026.

  1. FY2017 annual report10-K · Feb ’18Feb ’18
  2. Impairment8-K · Jul ’20Jul ’20
  3. Leadership change8-K · Feb ’22Feb ’22
  4. Impairment8-K · Dec ’25Dec ’25

01—Abstract

Summary

Summary of the 10-K/A filed March 31, 2005. Cited figures are marked; the original filing is the authoritative source.

Packaging Corporation of America filed this Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2004, to amend its original annual report filed March 9, 2005.

The amendment adds the audited financial statements of Southern Timber Venture, LLC, as required by Rule 3-09 of Regulation S-X, along with the auditors' consent. It also corrects the age of one executive officer in Item 10 of Part III and re-executes the Section 302 and Section 906 certifications. The filing states that it does not otherwise modify the original report.

As of March 8, 2005, there were 107,360,661 shares of Common Stock outstanding. The aggregate market value of common equity held by nonaffiliates was approximately $1,471,153,458a at June 30, 2004. The most substantive content concerns Southern Timber Venture, LLC, a timberland venture in which PCA was a 31.3% owner at December 31, 2004 (33.3% at December 31, 2003).

In December 2004, the venture sold approximately 153,000 acres of timberland in Mississippi, Tennessee and Alabama for approximately $158.4 millionb, recognizing a gain of approximately $86.6 million, and used about $55.4 million of the proceeds to reduce debt. Its 2004 net earnings were $70,749,992, compared with a net loss of $6,148,981 in 2003, driven largely by that gain. Net sales were $33,785,335 in 2004 versus $36,847,191 in 2003.

PCA accounted for 68% of the venture's timber sales in 2004 and 55% in 2003. The filing also discloses that the venture has committed to sell approximately 90,000 acres of timberland for approximately $91.4 millionc in March 2005, which will reduce its supply obligations to PCA under the supply agreement.

The amount of that reduction had not been determined as of the filing. The venture's debt was $85,000,000d at December 31, 2004, down from $140,380,000 a year earlier, and it paid $93.5 million in distributions to members during 2004.

02—Key points

Key Highlights

  1. Amendment No. 1 to the FY2004 Form 10-K was filed to add the audited financial statements of Southern Timber Venture, LLC (Exhibit 99.2) and the auditors' consent, as required by Rule 3-09 of Regulation S-X.
  2. Southern Timber Venture sold approximately 153,000 acres of timberland in Mississippi, Tennessee and Alabama in December 2004 for approximately $158.4 million, recognizing a gain of approximately $86.6 million.
  3. The venture reported 2004 net earnings of $70,749,992, compared with a net loss of $6,148,981 in 2003, with net sales of $33,785,335 in 2004 versus $36,847,191 in 2003.
  4. Approximately $55.4 million of the December 2004 sale proceeds was used to reduce the venture's debt, which stood at $85,000,000 at December 31, 2004, versus $140,380,000 at December 31, 2003.
  5. PCA accounted for 68% of the venture's timber sales in 2004 and 55% in 2003, and the venture's supply agreement obligations to PCA's Counce, Tennessee mill were substantially reduced by the 2004 sale.
  6. In March 2005 the venture committed to sell approximately 90,000 acres of timberland for approximately $91.4 million, which will further reduce its obligations under the supply agreement.
  7. As of March 8, 2005, there were 107,360,661 shares of Common Stock outstanding; nonaffiliate market value was approximately $1,471,153,458 at June 30, 2004.

03—Questions

Frequently Asked Questions

  1. Why was this 10-K/A filed?

    The filing states it was filed to add the financial statements of Southern Timber Venture, LLC as required by Rule 3-09 of Regulation S-X, along with the auditors' consent, and to correct the age of one executive officer in Item 10 of Part III. It states that, apart from these changes, it does not modify or update other disclosures in the original Form 10-K filed March 9, 2005.

  2. What happened to Southern Timber Venture's timberland holdings in 2004?

    In December 2004 the venture sold approximately 153,000 acres of timberlands in Mississippi, Tennessee and Alabama for approximately $158.4 million, resulting in a gain of approximately $86.6 million. Approximately $55.4 million of the proceeds was used to reduce debt. The filing also notes a March 2005 commitment to sell approximately 90,000 acres for approximately $91.4 million.

  3. How does the sale affect the venture's supply obligations to PCA?

    The filing states that the 2004 sale substantially reduced the venture's obligation to supply PCA's Counce, Tennessee mill. Afterward, the venture must supply a minimum of 160,000 tons of softwood and 10,800 tons of hardwood per year to that mill, down from 400,000 to 500,000 tons of softwood and 35,000 to 112,000 tons of hardwood previously. Its obligation to supply 100,000 tons of softwood per year to PCA's Valdosta, Georgia mill did not change. The filing says the reduction from the March 2005 sale has not been determined.

  4. How did the venture's financial results change in 2004?

    The venture reported net earnings of $70,749,992 in 2004, compared with a net loss of $6,148,981 in 2003. The swing was driven mainly by a gain from sale of timberlands of $86,579,143 in 2004, versus $3,622,194 in 2003. Operating income was $3,003,429 in 2004 and $1,832,915 in 2003. Total assets fell to $123,757,117 at year-end 2004 from $182,485,115 a year earlier.

04—Continue

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