UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
Commission file number 1-13182
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Graphic Packaging Corporation |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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58-2205241 |
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(State of incorporation) |
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(I.R.S. Employer |
814 Livingston Court
Marietta, Georgia 30067
(Address of principal executive offices)
(Zip Code)
(770) 644-3000
(Registrant’s telephone number, including area code)
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 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 o No ý
At November 5, 2003, there were 198,364,517 shares of the registrant’s common stock outstanding.
ITEM 1. FINANCIAL STATEMENTS
2
GRAPHIC PACKAGING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Millions, Except Share Amounts)
(unaudited)
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Sept. 30, |
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Dec. 31, |
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ASSETS |
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Current Assets: |
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Cash and Equivalents |
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$ |
14.7 |
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$ |
13.8 |
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Receivables, Less Allowance for Doubtful Accounts of $4.1 and $2.0 at Sept. 30, 2003 and Dec. 31, 2002, respectively |
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216.6 |
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137.3 |
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Inventories |
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294.9 |
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174.4 |
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Prepaid Expenses |
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29.9 |
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8.6 |
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Total Current Assets |
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556.1 |
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334.1 |
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Property, Plant and Equipment, Net of Accumulated Depreciation of $863.5 and $777.0 at Sept. 30, 2003 and Dec. 31, 2002, respectively |
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1,709.6 |
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1,232.9 |
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Goodwill |
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624.4 |
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268.3 |
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Intangible Assets, Net of Accumulated Amortization of $30.0 and $24.0 at Sept. 30, 2003 and Dec. 31, 2002, respectively |
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200.2 |
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42.8 |
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Other Assets |
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110.0 |
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79.6 |
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Total Assets |
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$ |
3,200.3 |
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$ |
1,957.7 |
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LIABILITIES |
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Current Liabilities: |
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Short-Term Debt |
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$ |
40.8 |
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$ |
98.7 |
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Accounts Payable and Other Accrued Liabilities |
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308.0 |
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180.6 |
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Total Current Liabilities |
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348.8 |
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279.3 |
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Long-Term Debt, Less Current Portion |
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2,141.0 |
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1,429.7 |
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Other Noncurrent Liabilities |
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226.9 |
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116.1 |
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Total Liabilities |
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2,716.7 |
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1,825.1 |
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Contingencies and Commitments (Note 5) |
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Class A Redeemable Common Stock $120/share redemption value; 57,930 shares issued and outstanding at Dec. 31, 2002 |
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— |
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7.0 |
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SHAREHOLDERS’ EQUITY |
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Preferred Stock par value $.01 per Share; 50,000,000 shares authorized; no shares issued or outstanding |
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— |
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— |
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Common Stock par value $.01 per Share; |
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Common Stock, 500,000,000 shares authorized; 198,364,517 shares issued and outstanding at Sept. 30, 2003 |
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2.0 |
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— |
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Class A Common Stock, 9,000,000 shares authorized; 7,057,930 shares designated, 7,000,000 non-redeemable shares issued and outstanding at Dec. 31, 2002 |
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— |
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0.1 |
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Class B Common Stock, 3,000,000 shares authorized; 500,000 shares of non-redeemable Common Stock issued and outstanding at Dec. 31, 2002 |
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— |
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— |
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Capital in Excess of Par Value |
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1,168.4 |
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748.7 |
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Accumulated Deficit |
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(584.0 |
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(515.1 |
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Accumulated Derivative Instruments Loss |
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(11.7 |
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(6.1 |
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Minimum Pension Liability Adjustment |
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(71.3 |
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(71.3 |
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Cumulative Currency Translation Adjustment |
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(19.8 |
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(30.7 |
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Total Shareholders’ Equity |
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483.6 |
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125.6 |
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Total Liabilities and Shareholders’ Equity |
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$ |
3,200.3 |
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$ |
1,957.7 |
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See Notes to Condensed Consolidated Financial Statements.
3
GRAPHIC
PACKAGING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Millions, Except Per Share Amounts)
(unaudited)
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Three Months Ended |
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Nine Months Ended |
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Sept. 30, |
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Sept. 30, |
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Sept. 30, |
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Sept. 30, |
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Net Sales |
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$ |
478.1 |
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$ |
326.1 |
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$ |
1,114.7 |
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$ |
951.7 |
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Cost of Sales |
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396.7 |
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253.8 |
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912.9 |
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747.5 |
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Selling, General and Administrative |
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44.7 |
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30.9 |
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105.4 |
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90.1 |
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Research, Development and Engineering |
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2.1 |
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1.3 |
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5.4 |
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3.7 |
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Other Expense (Income), Net |
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1.5 |
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(1.0 |
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3.7 |
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(1.8 |
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Income from Operations |
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33.1 |
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41.1 |
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87.3 |
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112.2 |
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Loss on Early Extinguishment of Debt |
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(45.3 |
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(45.3 |
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(11.5 |
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Interest Income |
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0.1 |
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0.1 |
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0.3 |
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1.2 |
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Interest Expense |
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(39.7 |
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(35.1 |
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(107.5 |
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(112.5 |
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(Loss) Income before Income Taxes and Equity in Net Earnings of Affiliates |
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(51.8 |
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6.1 |
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(65.2 |
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(10.6 |
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Income Tax Expense |
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1.4 |
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1.7 |
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4.8 |
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2.8 |
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Equity in Net Earnings of Affiliates |
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0.4 |
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0.3 |
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1.1 |
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0.7 |
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Net (Loss) Income |
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$ |
(52.8 |
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$ |
4.7 |
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$ |
(68.9 |
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$ |
(12.7 |
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(Loss) Income Per Share - Basic |
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$ |
(0.32 |
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$ |
0.04 |
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$ |
(0.52 |
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$ |
(0.11 |
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(Loss) Income Per Share - Diluted |
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$ |
(0.32 |
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$ |
0.04 |
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$ |
(0.52 |
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$ |
(0.11 |
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Weighted Average Number of Shares Outstanding - Basic |
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163.8 |
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115.0 |
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131.4 |
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115.1 |
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Weighted Average Number of Shares Outstanding - Diluted |
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