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 March 31, 2004
COMMISSION FILE NUMBER: 1-13182
Graphic Packaging Corporation
(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
or other jurisdiction of |
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(I.R.S.
employer |
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814 Livingston Court |
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30067 |
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(Address of principal executive offices) |
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(Zip Code) |
(770) 644-3000
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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes o No ý
As of April 30, 2004, there were 198,426,858 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
2
GRAPHIC PACKAGING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Millions, Except Share Amounts)
(Unaudited)
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March 31, |
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December
31, |
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ASSETS |
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Current Assets: |
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Cash and Equivalents |
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$ |
10.5 |
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$ |
17.5 |
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Receivables, Less Allowance for Doubtful Accounts of $3.7 and $4.4 at March 31, 2004 and December 31, 2003, respectively |
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233.4 |
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198.5 |
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Inventories |
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308.5 |
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306.9 |
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Prepaid Expenses |
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13.3 |
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15.1 |
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Total Current Assets |
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565.7 |
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538.0 |
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Property, Plant and Equipment, Net of Accumulated Depreciation of $950.8 and $908.4 at March 31, 2004 and December 31, 2003, respectively |
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1,700.1 |
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1,722.9 |
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Goodwill |
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652.9 |
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624.3 |
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Intangible Assets, Net of Accumulated Amortization of $46.4 and $38.0 at March 31, 2004 and December 31, 2003, respectively |
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184.2 |
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192.3 |
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Other Assets |
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120.2 |
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122.8 |
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Total Assets |
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$ |
3,223.1 |
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$ |
3,200.3 |
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LIABILITIES |
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Current Liabilities: |
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Short-Term Debt |
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$ |
39.8 |
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$ |
38.4 |
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Accounts Payable and Other Accrued Liabilities |
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313.8 |
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346.7 |
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Total Current Liabilities |
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353.6 |
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385.1 |
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Long Term Debt, Less Current Portion |
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2,178.7 |
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2,116.2 |
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Other Noncurrent Liabilities |
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216.2 |
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210.0 |
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Total Liabilities |
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2,748.5 |
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2,711.3 |
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SHAREHOLDERS' EQUITY |
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Preferred Stock par value $0.01 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 $0.01 per share; 500,000,000 shares authorized; 198,416,983 and 198,378,110 shares issued and outstanding at March 31, 2004 and December 31, 2003, respectively |
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2.0 |
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2.0 |
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Capital in Excess of Par Value |
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1,168.7 |
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1,168.5 |
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Accumulated Deficit |
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(610.4 |
) |
(598.0 |
) |
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Minimum Pension Liability Adjustment |
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(60.2 |
) |
(60.2 |
) |
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Accumulated Derivative Instruments Loss |
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(13.8 |
) |
(12.7 |
) |
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Cumulative Currency Translation Adjustment |
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(11.7 |
) |
(10.6 |
) |
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Total Shareholders' Equity |
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474.6 |
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489.0 |
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Total Liabilities and Shareholders' Equity |
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$ |
3,223.1 |
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$ |
3,200.3 |
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The accompanying notes are an integral part of the 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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March 31, |
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March 31, |
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Net Sales |
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$ |
575.9 |
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$ |
298.0 |
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Cost of Sales |
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486.9 |
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239.9 |
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Selling, General and Administrative |
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48.2 |
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29.9 |
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Research, Development and Engineering |
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2.4 |
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1.4 |
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Other Expense, Net |
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11.7 |
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1.9 |
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Income from Operations |
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26.7 |
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24.9 |
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Interest Income |
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0.1 |
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0.1 |
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Interest Expense |
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(38.0 |
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(34.0 |
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Loss before Income Taxes and Equity in Net Earnings of Affiliates |
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(11.2 |
) |
(9.0 |
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Income Tax Expense |
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(1.5 |
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(1.0 |
) |
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Equity in Net Earnings of Affiliates |
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0.3 |
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0.2 |
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Net Loss |
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$ |
(12.4 |
) |
$ |
(9.8 |
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Loss Per Share - Basic |
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$ |
(0.06 |
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$ |
(0.09 |
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Loss Per Share - Diluted |
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$ |
(0.06 |
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$ |
(0.09 |
) |
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Weighted Average Number of Shares Outstanding - Basic |
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198.4 |
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114.9 |
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Weighted Average Number of Shares Outstanding - Diluted |
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198.4 |
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114.9 |
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The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
4
GRAPHIC PACKAGING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Amounts in Millions)
(Unaudited)
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Three Months Ended |
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March 31, |
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March 31, |
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Net Loss |
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$ |
(12.4 |
) |
$ |
(9.8 |
) |
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Other Comprehensive (Loss) Income: |
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Derivative Instruments Loss, Net of Tax of $0 |
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(1.1 |
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(0.2 |
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Foreign Currency Translation Adjustments, Net of Tax of $0 |
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(1.1 |
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1.5 |
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Comprehensive Loss |
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$ |
(14.6 |
) |
$ |
(8.5 |
) |
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
5
GRAPHIC PACKAGING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Millions)
(Unaudited)
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Three Months Ended |
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March 31, |
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March 31, |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net Loss |
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$ |
(12.4 |
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$ |
(9.8 |
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Noncash Items Included in Net Loss: |
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Depreciation and Amortization |
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57.5 |
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31.2 |
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Deferred Income Taxes |
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— |
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0.2 |
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Pension, Postemployment and Postretirement Benefits Expense, Net of Contributions |
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6.5 |
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5.0 |
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Equity in Net Earnings of Affiliates, Net of Dividends |
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0.7 |
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