RIVERWOOD HOLDING INC - 10-Q Quarterly Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2003

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 1-11113

RIVERWOOD HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware		58-2205241
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

814 Livingston Court Marietta, Georgia 30067
(Address of principal executive offices) (Zip Code)

(770) 644-3000
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports 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 o No ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o No ý

At May 6, 2003 there were 7,054,930 shares and 500,000 shares of the registrant’s Class A and Class B common stock, respectively, outstanding.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

As used in this Form 10-Q, unless the context otherwise requires: “RIC” refers to the corporation formerly named Riverwood International Corporation; the “Predecessor” or the “Predecessor Company” refers to RIC and its subsidiaries in respect of periods prior to the 1996 Merger (as defined herein); the “Company” refers to the registrant, Riverwood Holding, Inc., a Delaware corporation (“Riverwood Holding”) and its subsidiaries; “RIC Holding” refers to RIC Holding, Inc., a Delaware corporation, successor by merger to RIC and a wholly-owned subsidiary of Riverwood Holding; and “Riverwood” refers to Riverwood International Corporation, a Delaware corporation formerly named Riverwood International USA, Inc. and a wholly-owned subsidiary of RIC Holding.

RIVERWOOD HOLDING, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of dollars)

(unaudited)

	March 31, 2003			December 31, 2002
ASSETS
Current Assets:
Cash and Equivalents	$	10,622		$	13,757
Receivables, Net of Allowances	137,162			137,284
Inventories	181,896			174,383
Prepaid Expenses	10,619			8,566
Total Current Assets	340,299			333,990

Property, Plant and Equipment, Net of Accumulated Depreciation of $799,931 in 2003 and $777,047 in 2002	1,222,488			1,232,945
Goodwill	268,284			268,284
Other Assets	122,620			122,453
Total Assets	$	1,953,691		$	1,957,672

LIABILITIES
Current Liabilities:
Short-Term Debt	$	98,560		$	98,696
Accounts Payable and Other Accrued Liabilities	182,167			180,652
Total Current Liabilities	280,727			279,348

Long-Term Debt, Less Current Portion	1,430,130			1,429,650
Other Noncurrent Liabilities	119,184			116,148
Total Liabilities	1,830,041			1,825,146

Contingencies and Commitments (Note 4)

Class A Redeemable Common Stock $120/share redemption value; 54,930 and 57,930 shares issued and outstanding at March 31, 2003 and December 31, 2002, respectively	6,591			6,951

SHAREHOLDERS’ EQUITY
Common Stock par value $.01 per Share;
Class A Common Stock, 9,000,000 shares authorized; 7,054,930 and 7,057,930 shares designated at March 31, 2003 and December 31, 2002, respectively; 7,000,000 shares of non-redeemable Common Stock issued and outstanding at March 31, 2003 and December 31, 2002	70			70
Class B Common Stock, 3,000,000 shares authorized; 500,000 shares of non-redeemable Common Stock issued and outstanding at March 31, 2003 and at December 31, 2002	5			5
Capital in Excess of Par Value	748,748			748,748
Accumulated Deficit	(524,873		)	(515,107		)
Accumulated Derivative Instruments Loss	(6,392		)	(6,135		)
Minimum Pension Liability Adjustment	(71,304		)	(71,304		)
Cumulative Currency Translation Adjustment	(29,195		)	(30,702		)
Total Shareholders’ Equity	117,059			125,575
Total Liabilities and Shareholders’ Equity	$	1,953,691		$	1,957,672

See Notes to Condensed Consolidated Financial Statements.

RIVERWOOD HOLDING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE (LOSS)

(In thousands of dollars)

(unaudited)

	Three Months Ended
	March 31, 2003			March 31, 2002

Net Sales	$	298,026		$	291,184
Cost of Sales	239,889			233,855
Selling, General and Administrative	29,870			27,615
Research, Development and Engineering	1,467			1,316
Other Expense (Income), Net	1,877			(2,471		)

Income from Operations	24,923			30,869
Interest Income	103			455
Interest Expense	33,980			39,060

(Loss) before Income Taxes	(8,954		)	(7,736		)
Income Tax Expense	1,016			95
Equity in Net Earnings of Affiliates	204			114
Net (Loss)	(9,766		)	(7,717		)
Other Comprehensive Income (Loss), Net of Tax:
Derivative Instruments (Loss) Gain	(257		)	1,150
Foreign Currency Translation Adjustments	1,507			(1,128		)
Comprehensive (Loss)	$	(8,516	)	$	(7,695	)

See Notes to Condensed Consolidated Financial Statements.

RIVERWOOD HOLDING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

(unaudited)

	Three Months Ended
	March 31, 2003			March 31, 2002
Cash Flows from Operating Activities:
Net (Loss)	$	(9,766	)	$	(7,717	)
Noncash Items Included in Net (Loss):
Depreciation and Amortization	31,161			32,103
Current and Deferred Income Taxes	157			179
Pension, Postemployment and Postretirement Benefits Expense, Net of Contributions	5,024			1,375
Equity in Net Earnings of Affiliates, Net of Dividends	(204		)	498
Amortization of Deferred Debt Issuance Costs	1,563			1,784
Other