Back to GetFilings.com




QuickLinks -- Click here to rapidly navigate through this document

FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


(Mark One)  

ý

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

For the quarterly period ended June 30, 2003

OR

o

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 1-9753


GEORGIA GULF CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization)
  58-1563799
(I.R.S. Employer
Identification No.)

400 Perimeter Center Terrace,
Suite 595, Atlanta, Georgia
(Address of principal executive offices)

 

30346
(Zip code)

        Registrant's telephone number, including area code: (770) 395-4500

        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 ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý    No o

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

Class

  Outstanding as of
August 5, 2003

Common Stock, $0.01 par value   32,443,781




GEORGIA GULF CORPORATION FORM 10-Q
QUARTERLY PERIOD ENDED JUNE 30, 2003
INDEX

 
  Page
Numbers

PART I. FINANCIAL INFORMATION    
  Item 1. Financial Statements   3
    Condensed Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002   3
    Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2003 and 2002   4
    Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2002   5
    Notes to Condensed Consolidated Financial Statements as of June 30, 2003   6
  Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations   20
  Item 3. Quantitative and Qualitative Disclosures About Market Risk   25
  Item 4. Controls and Procedures   25
PART II. OTHER INFORMATION    
  Item 1. Legal Proceedings   25
  Item 4. Submission of Matters to a Vote of Security Holders   25
  Item 5. Other Information   26
  Item 6. Exhibits and Reports on Form 8-K   26
SIGNATURES   27


PART I. FINANCIAL INFORMATION.

Item 1. Financial Statements.

GEORGIA GULF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

 
  June 30,
2003

  December 31,
2002

ASSETS            
Cash and cash equivalents   $ 3,711   $ 8,019
Receivables, net of allowance for doubtful accounts of $1,208 in 2003 and $1,785 in 2002     109,933     59,603
Inventories     121,783     114,575
Prepaid expenses     7,937     10,393
Deferred income taxes     6,500     5,657
   
 
  Total current assets     249,864     198,247
Property, plant and equipment, net     502,369     521,326
Goodwill     77,720     77,720
Other assets     80,148     78,266
   
 
  Total assets   $ 910,101   $ 875,559
   
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 
Current portion of long-term debt   $ 600   $ 600
Accounts payable     110,694     107,943
Interest payable     4,858     4,650
Accrued compensation     10,120     14,325
Other accrued liabilities     15,210     12,733
   
 
  Total current liabilities     141,482     140,251
Long-term debt, net of current portion     507,086     476,386
Deferred income taxes     125,743     126,250
Other non-current liabilities     7,314     6,872
Stockholders' equity     128,476     125,800
   
 
  Total liabilities and stockholders' equity   $ 910,101   $ 875,559
   
 
Common shares outstanding     32,433     32,319

See notes to condensed consolidated financial statements.

3


GEORGIA GULF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
 
  2003
  2002
  2003
  2002
 
Net sales   $ 359,119   $ 308,509   $ 723,128   $ 569,390  

Operating costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 
  Cost of sales     324,225     280,550     667,052     516,179  
  Selling, general and administrative expenses     12,047     9,096     25,953     20,534  
   
 
 
 
 
    Total operating costs and expenses     336,272     289,646     693,005     536,713  
   
 
 
 
 
Operating income     22,847     18,863     30,123     32,677  
  Interest expense, net     (9,664 )   (12,879 )   (19,556 )   (25,747 )
   
 
 
 
 
Income before income taxes     13,183     5,984     10,567     6,930  
Provision for income taxes     4,743     2,155     3,802     2,494  
   
 
 
 
 
Net income   $ 8,440   $ 3,829   $ 6,765   $ 4,436  
   
 
 
 
 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Basic   $ .26   $ .12   $ .21   $ .14  
  Diluted   $ .26   $ .12   $ .21   $ .14  
Weighted average common shares:                          
  Basic     32,232     31,981     32,220     31,956  
  Diluted     32,420     32,143     32,404     32,171  

See notes to condensed consolidated financial statements.

4


GEORGIA GULF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 
  Six Months Ended
June 30,

 
 
  2003
  2002
 
Cash flows from operating activities:              
  Net income   $ 6,765   $ 4,436  
  Adjustments to reconcile net income to net cash (used in) provided by operating activities:              
    Depreciation and amortization     31,979     34,479  
    Provision (benefit) for (from) deferred income taxes     (1,350 )   5,256  
    Tax benefit related to stock plans     444     355  
    Change in operating assets, liabilities and other     (56,505 )   7,316  
   
 
 
  Net cash (used in) provided by operating activities     (18,667 )   51,842  
   
 
 
 
Cash flows used in investing activities:

 

 

 

 

 

 

 
    Capital expenditures     (11,055 )   (8,534 )
   
 
 
 
Cash flows from financing activities:

 

 

 

 

 

 

 
    Long-term debt proceeds     45,950     6,022  
    Long-term debt payments     (15,250 )   (47,172 )
    Proceeds from issuance of common stock     198     1,259  
    Purchase and retirement of common stock     (295 )    
    Dividends paid     (5,189 )   (5,127 )
   
 
 

Net cash provided by (used in) financing activities

 

 

25,414

 

 

(45,018

)
   
 
 

Net change in cash and cash equivalents

 

 

(4,308

)

 

(1,710

)
Cash and cash equivalents at beginning of period     8,019     10,030  
   
 
 
Cash and cash equivalents at end of period   $ 3,711   $ 8,320  
   
 
 

See notes to condensed consolidated financial statements.

5


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: BASIS OF PRESENTATION

        The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying financial statements do reflect all the adjustments that, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the interim periods reported. Such adjustments are of a normal, recurring nature. Certain amounts in the 2002 financial statements have been reclassified to conform to the 2003 presentation. Our operating results for the period ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.

        These financial statements should be read in conjunction with the audited financial statements and notes to consolidated financial statements included in our annual report on Form 10-K, filed with the Securities and Exchange Commission on March 5, 2003. That report includes a summary of our critical accounting policies on pages 27 and 28. There have been no material changes in the accounting policies followed by us during fiscal year 2003.

NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS

        In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation (FIN) No. 46 "Consolidation of Variable Interest Entities—an Interpretation of Accounting Research Bulletin No. 51". FIN No. 46 addresses consolidation by business enterprises where equity investors do not bear the residual economic risks and rewards. The underlying principle behind FIN No. 46 is that if a business enterprise has the majority financial interest in an entity, which is defined in FIN No. 46 as a variable interest entity, the assets, liabilities and results of the activities of the variable interest entity should be included in consolidated financial statements with those of the business enterprise. Companies are required to apply the provisions of FIN No. 46 prospectively for all variable interest entities created after January 31, 2003, and with respect to variable interest entities existing at January 31, 2003, FIN No. 46 is applicable in the third quarter of 2003. We believe the provisions of FIN No. 46 will not have a material effect on our financial position or results of operations.

        In April 2003, the FASB issued Statement of Financial Standards (SFAS) No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities". This statement will be applied prospectively and is generally effective for contracts entered into or modified after June 30, 2003. We do not expect that the adoption of SFAS No. 149 will have a material effect on our financial statements.

        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity". This statement establishes standards for classification of certain financial instruments that have characteristics of both liabilities and equity in the Statement of financial position. This statement is effective for all contracts created or modified after the date the statement was issued and otherwise effective at the beginning of the first interim period beginning after June 15, 2003. We have not yet assessed the impact of adopting SFAS No. 150 on our financial statements.

6



NOTE 3: INVENTORIES

        The major classes of inventories were as follows:

 
  June 30,
2003

  December 31,
2002

 
  (In thousands)

Raw materials and supplies   $ 41,255   $ 38,578
Finished goods     80,528     75,997
   
 
    $ 121,783   $ 114,575
   
 

NOTE 4: OTHER ASSETS

        Other assets, net of accumulated amortization, consisted of the following:

 
  June 30,
2003

  December 31,
2002

 
  (In thousands)

Advances and deposits for long-term purchase contracts   $ 41,670   $ 40,798
Debt issuance costs     9,952     11,400
Other     28,526     26,068
   
 
Other assets   $ 80,148   $ 78,266
   
 

        Debt issuance costs amortized as interest expense during the first six months of 2003 and 2002 were $1,470,000 and $1,690,000, respectively.

NOTE 5: COMMITMENTS AND CONTINGENCIES

        Legal Proceedings.    Georgia Gulf is a party to numerous individual and several class-action lawsuits filed against the company, among other parties, arising out of an incident that occurred in September 1996 in which workers were exposed to a chemical substance on our premises in Plaquemine, Louisiana. The substance was later identified to be a form of mustard agent, which occurred as a result of an unforeseen chemical reaction. All of the actions claim one or more forms of compensable damages, including past and future wages, past and future physical and emotional pain and suffering. The lawsuits were originally filed in Louisiana state court in Iberville Parish.

        In September 1998, the state court trial judge granted the plaintiffs' motion permitting the filing of amended petitions that added the additional allegations that we had engaged in intentional conduct against the plaintiffs. Amended petitions making such allegations were filed. Our two insurers notified us that they were reserving their rights to deny coverage to the extent liability could be established due to such intentional conduct in accordance with their insurance policies. We disputed the insurers' reservation of rights. In December 1998, as required by the terms of the insurance policies, each insurer demanded arbitration of the issue of the insurers' duties relating to the intentional conduct allegations. As a result of the arbitrations relating to the insurance issue, as permitted by federal statute, the insurers removed the cases to United States District Court in December 1998.

        Following the above removal of these actions and unsuccessful attempts by plaintiffs to remand the cases, we were able to settle the claims of all but two worker plaintiffs (and their collaterals) who had filed suit prior to removal. These settlements included the vast majority of those claimants believed to be the most seriously injured. No further legal proceedings are required relating to these settled cases. Negotiations regarding the remaining claims of the two worker plaintiffs are ongoing.

        Following these settlements, we were sued by approximately 400 additional plaintiff workers (and their collaterals) who claim that they were injured as a result of the incident. After negotiation,

7



including a mediation, we reached an agreement for the settlement of these additional claims. This settlement, which is on a class basis, will resolve the claims of all workers who claim to have been exposed and injured as a result of the incident other than those workers who opt out of the class settlement. We are aware of two worker plaintiffs and several collaterals who have filed suit in state court who have opted not to participate in the class settlement, as well as the two worker plaintiffs whose claims are pending in federal court (see discussion above). Based on the present status of the proceedings, we believe the liability ultimately imposed on us will not have a material effect on our financial position or on our results of operations.

        In addition, we are subject to other claims and legal actions that may arise in the ordinary course of business. We believe that the ultimate liability, if any, with respect to these other claims and legal actions will not have a material effect on our financial position or on our results of operations.

NOTE 6: LONG-TERM DEBT

        Long-term debt consisted of the following:

 
  June 30,
2003

  December 31,
2002

 
  (In thousands)

Senior credit facility            
  Revolving credit facility   $ 31,000   $
  Tranche C term loan     149,480     149,780
75/8% notes due 2005     100,000     100,000
103/8% notes due 2007     200,000     200,000
Other     27,206     27,206
   
 
Total debt     507,686     476,986
  Less current portion     600     600
   
 
Long-term debt   $ 507,086   $ 476,386
   
 

NOTE 7: STOCK-BASED COMPENSATION

        Restricted Stock Awards.    For the first half of 2003 and 2002 we granted restricted stock awards for 117,000 shares and 113,125 shares of our common stock respectively to key employees of the company. The weighted average fair value per share of restricted stock on the grant date during the first half of 2003 and 2002 was $18.85 and $24.49 respectively. The restricted shares vest over a three-year period. Compensation expense, net of tax, for the second quarter of 2003 and 2002 vesting of all restricted stock awards was $261,000 and $162,000 respectively. The unamortized costs of all unvested restricted stock awards of $3,557,000 at June 30, 2003 are included in stockholders' equity and are being amortized on a straight-line basis over the three-year vesting period.

        Pro Forma Effect of Stock Compensation Plans.    We account for our stock-based compensation plans in accordance with Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and comply with SFAS No. 123, "Accounting for Stock-Based Compensation," for disclosure purposes. Under these provisions, no compensation is recognized for our stock option plans or our stock purchase plan. For SFAS No. 123 purposes, the fair value of each stock option and stock purchase right for 2003 and 2002 has been estimated as of the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions for 2003 and 2002, respectively.

8



        For stock option grants:

 
  2003
  2002
 
Risk-free interest rate   3.65 % 5.28 %
Expected life   8 years   8 years  
Expected volatility   44 % 44 %
Expected dividend yield   1.70 % 1.31 %

        For stock purchase plan rights:

 
  2003
  2002
 
Risk-free interest rate   1.38 % 2.40 %
Expected life   1 year   1 year  
Expected volatility   44 % 44 %
Expected dividend yield   1.34 % 1.73 %

        Using the above assumptions, additional compensation expense under the fair value method would be:

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
  2003
  2002
  2003
  2002
 
  (In thousands)

  (In thousands)

For stock option grants   $ 810   $ 970   $ 1,483   $ 1,807
For stock purchase plan rights     306     223     611     447
   
 
 
 
  Total     1,116     1,193     2,094     2,254
Provision for income taxes     402     429     754     811
   
 
 
 
  Total, net of taxes   $ 714   $ 764   $ 1,340   $ 1,443
   
 
 
 

        Had compensation expense been determined consistently with SFAS No. 123, utilizing the assumptions previously detailed, our net income and earnings per common share would have been the following pro forma amounts:

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
  2003
  2002
  2003
  2002
 
  (In thousands, except per share data)

  (In thousands, except per share data)

Net income                        
  As reported   $ 8,440   $ 3,829   $ 6,765   $ 4,436
  Pro forma     7,726     3,065     5,425     2,993
Basic earnings per share                        
  As reported   $ 0.26   $ 0.12   $ 0.21   $ 0.14
  Pro forma     0.24     0.10     0.17     0.09
Diluted earnings per share                        
  As reported   $ 0.26   $ 0.12   $ 0.21   $ 0.14
  Pro forma     0.24     0.10     0.17     0.09

9


NOTE 8: SEGMENT INFORMATION

        We have identified two reportable segments through which we conduct our operating activities: chlorovinyls and aromatics. These two segments reflect the organization that we use for internal reporting. The chlorovinyls segment is a highly integrated chain of products that includes chlorine, caustic soda, vinyl chloride monomer and vinyl resins and compounds. The aromatics segment is also vertically integrated and includes cumene and the co-products phenol and acetone.

        Earnings of each segment exclude interest income and expense, unallocated corporate expenses and general plant services, and provision (benefit) for income taxes. Intersegment sales and transfers are insignificant.

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
 
  2003
  2002
  2003
  2002
 
 
  (In thousands)

 
Segment net sales:                          
  Chlorovinyls   $ 289,024   $ 256,653   $ 593,446   $ 471,420  
  Aromatics     70,095     51,856     129,682     97,970  
   
 
 
 
 
Net sales   $ 359,119   $ 308,509   $ 723,128   $ 569,390  
   
 
 
 
 

Segment operating income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 
  Chlorovinyls   $ 27,619   $ 25,221   $ 42,077   $ 43,285  
  Aromatics     (900 )   (5,380 )   (2,671 )   (6,231 )
  Corporate and general plant services     (3,872 )   (978 )   (9,283 )   (4,377 )
   
 
 
 
 
Total operating income   $ 22,847   $ 18,863   $ 30,123   $ 32,677  
   
 
 
 
 

NOTE 9: EARNINGS PER SHARE

        There are no adjustments to "Net income" or "Income before income taxes" for the diluted earnings per share computations.

        The following table reconciles the denominator for the basic and diluted earnings per share computations shown on the condensed consolidated statements of income:

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
  2003
  2002
  2003
  2002
 
  (In thousands)

Weighted average common shares—basic   32,232   31,981   32,220   31,956
Plus incremental shares from assumed conversions:                
  Options and Awards   150   96   146   153
  Employee stock purchase plan rights   38   66   38   62
   
 
 
 
Weighted average common shares—diluted   32,420   32,143   32,404   32,171
   
 
 
 

10


NOTE 10: COMPREHENSIVE INCOME (LOSS) INFORMATION

        The sole component and ending balance of accumulated other comprehensive income (loss) is shown as follows:

Accumulated other comprehensive (loss)—net of tax

 
  June 30,
2003

  December 31,
2002

 
 
  (In thousands)

 
Additional minimum pension liability   $ (504 ) $ (504 )
   
 
 

Total comprehensive income

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
  2003
  2002
  2003
  2002
 
  (In thousands)

Net income   $ 8,440   $ 3,829   $ 6,765   $ 4,436
Other comprehensive income:                        
  Cumulative interest rate swap valuation to market, net of tax         426         1,168
   
 
 
 
    Total comprehensive income   $ 8,440   $ 4,255   $ 6,765   $ 5,604
   
 
 
 

NOTE 11: SUPPLEMENTAL GUARANTOR INFORMATION

        Our payment obligations under our 103/8 percent senior subordinated notes are guaranteed by GG Terminal Management Corporation, Great River Oil & Gas Corporation, Georgia Gulf Lake Charles, LLC and Georgia Gulf Chemicals & Vinyls, LLC, some of our wholly-owned subsidiaries (the "Guarantor Subsidiaries"). The guarantees are full, unconditional and joint and several. The following unaudited condensed consolidating balance sheets, statements of income and statements of cash flows present the financial statements of the parent company, and the combined financial statements of our Guarantor Subsidiaries and our remaining subsidiaries (the "Non-Guarantor Subsidiaries").

        In connection with the acquisition of the vinyls business from CONDEA Vista on November 12, 1999, we essentially became a holding company by transferring our operating assets and employees to our wholly-owned subsidiary Georgia Gulf Chemicals & Vinyls, LLC. Provisions in our senior credit facility limit payment of dividends, distributions, loans and advances to us by our subsidiaries.

11


Georgia Gulf Corporation and Subsidiaries
Supplemental Condensed Consolidating Balance Sheet
June 30, 2003
(In thousands)
(Unaudited)

 
  Parent
Company

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Consolidated
ASSETS                              
Cash and cash equivalents   $   $ 3,699   $ 12   $   $ 3,711
Receivables, net     267,921     1,837     116,856     (276,681 )   109,933
Inventories         121,783             121,783
Prepaid expenses         7,844     93         7,937