FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] 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: 0-20704
GRAPHIC PACKAGING INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-1208699
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4455 Table Mountain Drive, Golden, Colorado 80403
(Address of principal executive offices) (Zip Code)
(303) 215-4600
(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 [X] No [ ]
There were 30,034,113 shares of common stock outstanding as of November 1, 2000.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GRAPHIC PACKAGING INTERNATIONAL CORPORATION
CONSOLIDATED INCOME STATEMENT
(In thousands, except per share data)
Three months ended Nine months ended
September 30, September 30,
2000 1999 2000 1999
-------- -------- -------- --------
Net sales $273,247 $236,381 $798,981 $565,952
Cost of goods sold 239,858 205,970 701,619 473,983
-------- -------- -------- --------
Gross profit 33,389 30,411 97,362 91,969
Selling, general and
administrative expense 14,173 17,230 45,816 49,617
Goodwill amortization 4,266 3,523 12,766 7,468
Restructuring charge --- --- 3,420 ---
-------- -------- -------- --------
Operating income 14,950 9,658 35,360 34,884
Gain on sale of businesses
and other assets - net 2,405 30,236 7,812 30,236
Interest expense - net (16,145) (6,526) (47,532) (14,820)
-------- -------- -------- --------
Income (loss) from
continuing operations
before income taxes and
extraordinary loss 1,210 33,368 (4,360) 50,300
Income tax (expense)
benefit (424) (13,714) 1,744 (20,722)
-------- -------- -------- --------
Income (loss) from
continuing operations
before extraordinary loss 786 19,654 (2,616) 29,578
Discontinued operations,
net of tax
Income from discontinued
operations of CoorsTek --- 3,204 --- 14,260
Loss from disposal of
Golden Aluminum --- (6,107) --- (6,107)
Loss from discontinued
operations of Kalamazoo
Board Mill (1,067) (1,270) (5,382) (1,270)
-------- -------- -------- --------
Income (loss) before
extraordinary loss (281) 15,481 (7,998) 36,461
Extraordinary loss, net
of tax --- (2,332) --- (2,332)
-------- -------- -------- --------
Net income (loss) (281) 13,149 (7,998) 34,129
Preferred stock dividend
declared (1,306) --- (1,306) ---
-------- -------- -------- --------
Net income (loss)
attributable to common
shareholders ($1,587) $13,149 ($9,304) $34,129
======== ======== ======== ========
Income (loss) attributable
to common shareholders
per basic share
Continuing operations ($0.02) $0.69 ($0.14) $1.04
Discontinued operations (0.03) (0.15) (0.18) 0.24
Extraordinary item --- (0.08) --- (0.08)
-------- -------- -------- -------
Net income (loss) per
basic share ($0.05) $0.46 ($0.32) $1.20
======== ======== ======== ========
Income (loss) attributable
to common shareholders
per diluted share
Continuing operations ($0.02) $0.68 ($0.14) $1.03
Discontinued operations (0.03) (0.14) (0.18) 0.24
Extraordinary item --- (0.08) --- (0.08)
-------- -------- -------- --------
Net income (loss) per
diluted share ($0.05) $0.46 ($0.32) $1.19
======== ======== ======== ========
Weighted average shares
outstanding - basic 29,507 28,459 29,054 28,443
======== ======== ======== ========
Weighted average shares
outstanding - diluted 29,876 28,760 29,417 28,741
======== ======== ======== ========
See Notes to Consolidated Financial Statements.
GRAPHIC PACKAGING INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEET
(In thousands, except share data)
September 30, December 31,
2000 1999
------------- ------------
ASSETS
Current assets:
Cash and cash equivalents $3,794 $15,869
Accounts receivable, net 90,307 68,762
Note receivable --- 200,000
Inventories:
Finished 63,021 55,451
In process 18,782 20,466
Raw materials 33,490 43,472
------------- ------------
Total inventories 115,293 119,389
Other assets 28,492 25,444
Net current assets of
discontinued operations 14,433 4,501
------------- ------------
Total current assets 252,319 433,965
Properties at cost, less
accumulated depreciation
of $175,482 in 2000 and
$144,656 in 1999 403,361 427,489
Goodwill, net 483,607 490,558
Other assets 41,558 54,527
Net noncurrent assets of
discontinued operations 207,941 220,499
------------- ------------
Total assets $1,388,786 $1,627,038
============= ============
LIABILITIES, MANDATORILY REDEEMABLE
PREFERRED STOCK AND SHAREHOLDERS'
EQUITY
Current maturities of long-term debt $87,250 $400,000
Accounts payable 40,472 56,165
Other current liabilities 82,505 85,026
------------- ------------
Total current liabilities 210,227 541,191
Long-term debt 620,050 615,500
Other long-term liabilities 42,574 47,037
------------- ------------
Total liabilities 872,851 1,203,728
Mandatorily redeemable convertible
preferred stock, at redemption
value, 10% Series B, $0.01 par
value, 1,000,000 shares authorized,
issued and outstanding, stated
value of $100 per share 101,306 ---
Shareholders' equity
Preferred stock, $0.01 par value,
20,000,000 shares authorized and
1,000,000 shares designated,
issued and outstanding, as
10% Series B, convertible
preferred stock --- ---
Common stock, $0.01 par value
100,000,000 shares authorized
and 29,808,356 and 28,576,771
issued and outstanding at
September 30, 2000, and
December 31, 1999, respectively 298 286
Paid-in capital 422,335 422,885
Retained earnings (deficit) (7,998) ---
Accumulated other comprehensive
income (loss) (6) 139
------------- ------------
Total shareholders' equity 414,629 423,310
------------- ------------
Total liabilities, mandatorily
redeemable preferred stock and
shareholders' equity $1,388,786 $1,627,038
============= ============
See Notes to Consolidated Financial Statements.
GRAPHIC PACKAGING INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
Nine months ended
September 30,
2000 1999
------- -------
Cash flows from operating activities:
Net income (loss) ($7,998) $34,129
Adjustments to reconcile net
income (loss) to net cash
provided by operating
activities:
Restructuring charge 3,420 ---
Gain on sales of businesses
and other assets (7,812) (30,236)
Depreciation and amortization 63,459 52,492
Loss on disposal of Golden
Aluminum --- 10,000
Change in current assets and
current liabilities and
other (34,228) 41,823
------- -------
Net cash provided by operating
activities 16,841 108,208
------- -------
Cash flows from investing activities:
Capital expenditures (24,865) (56,981)
Sale of assets 8,196 129,526
Collection of note receivable 200,000 ---
Acquisitions, net of cash
acquired --- (899,841)
Other --- 3,776
------- -------
Net cash provided by (used in)
investing activities 183,331 (823,520)
------- -------
Cash flows from financing activities:
Proceeds from borrowings 50,800 1,481,155
Repayment of debt (359,000) (749,619)
Proceeds from issuance of
preferred stock 98,650 ---
Other (2,697) (104)
------- -------
Net cash provided by (used in)
financing activities (212,247) 731,432
------- -------
Cash and cash equivalents:
Net increase (decrease) in cash (12,075) 16,120
and cash equivalents
Balance at beginning of period 15,869 26,196
------- -------
Balance at end of period $3,794 $42,316
======= =======
Cash flows from discontinued operations are included in the Consolidated
Statement of Cash Flows.
See Notes to Consolidated Financial Statements
GRAPHIC PACKAGING INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Nature of Operations and Basis of Presentation: Graphic Packaging
International Corporation (the "Company" or "Graphic Packaging") (formerly ACX
Technologies, Inc.) is a manufacturer of packaging products used by consumer
product companies as primary packaging for their end-use products. The Company's
strategy is to maximize its competitive position and growth opportunities in its
core business, folding cartons. Toward this end, over the past several years the
Company has acquired two significant folding carton businesses and has disposed
of several non-core businesses.
The financial statements included herein have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures included herein are adequate to make
the information presented not misleading. A description of the Company's
accounting policies and other financial information is included in the audited
financial statements filed with the Securities and Exchange Commission in the
Company's Form 10-K for the year ended December 31, 1999.
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the financial
position of the Company as of September 30, 2000, and the results of operations
and cash flows for the periods presented. All such adjustments are of a normal
recurring nature. The results of operations for the three and nine months
ended September 30, 2000, are not necessarily indicative of the results that may
be achieved for the full fiscal year and cannot be used to indicate financial
performance for the entire year.
Amounts included in the notes to the consolidated financial statements
pertain to continuing operations only, except where otherwise noted. Certain
prior period information has been reclassified to conform to the current
presentation.
Note 2. Discontinued Operations
The historical operating results of the following business segments have
been segregated as discontinued operations on the accompanying Consolidated
Income Statement for the three-month and nine-month periods ended September 30,
2000 and 1999. Net assets from these discontinued operations are similarly
segregated on the face of the accompanying Consolidated Balance Sheet for the
applicable periods. Discontinued operations have not been segregated on the
Consolidated Statement of Cash Flows.
CoorsTek Spin-off
On December 31, 1999, the Company distributed 100% of CoorsTek's shares of
common stock to the Graphic Packaging shareholders in a tax-free transaction.
Shareholders received one share of CoorsTek stock for every four shares of
Graphic Packaging stock held. CoorsTek issued a promissory note to Graphic
Packaging on December 31, 1999 totaling $200 million in satisfaction of
outstanding intercompany obligations at the time of the spin-off and as a
one-time, special dividend. The note was paid in full on January 4, 2000. No
gain or loss was recognized by Graphic Packaging as a result of the spin-off
transaction.
Kalamazoo Mill
The Company purchased the Kalamazoo Mill on August 2, 1999 as part of the
acquisition of the Fort James packaging business. The Kalamazoo Mill produces
coated recycled paperboard. In December 1999, the Board of Directors approved a
plan to offer the Kalamazoo Mill for sale and to use the anticipated proceeds
from the sale to repay a one-year term loan originally due on August 1, 2000.
The Company has been unable to sell the Mill and therefore, as discussed below,
took other measures to meet an August 1, 2000 debt maturity. An estimated fair
value of $225 million was ascribed to the net assets of the Kalamazoo Mill,
which includes approximately $106 million of preliminary goodwill allocated from
the continuing operations of the Fort James packaging business acquisition. The
amount of preliminary goodwill allocated to the Kalamazoo Mill is subject to
change upon sale or other disposition. As a result, no gain or loss will be
recorded upon any sale. The Company allocated approximately $5.6 million of
interest expense to the Kalamazoo Mill for the three months ended September 30,
2000 and $15.5 million for the nine months ended September 30, 2000, based upon
the estimated fair value of $225 million. In the event that the Kalamazoo Mill
is not sold in the fourth quarter of 2000, the results of operations and the net
assets of the Kalamazoo Mill will be reclassified into continuing operations for
all prior and current periods presented in the Company's annual report for 2000.
Golden Aluminum
In 1996, the Board of Directors adopted a plan to dispose of the Company's
aluminum rigid container sheet business operated by Golden Aluminum. In
conjunction with this decision, the Company recorded pre-tax charges of $155.0
million for anticipated losses upon the disposition and estimated operating
losses of the business through the disposition date. In March of 1997, Golden
Aluminum was sold for $70.0 million, of which $10.0 million was paid at closing
and $60.0 million was due within two years. In December of 1998, the Company
extended the due date on the $60.0 million payment until September 1, 1999. In
accordance with the purchase agreement, the purchaser exercised its right to
return Golden Aluminum to the Company on August 23, 1999 in discharge of the
$60.0 million obligation. The initial payment of $10.0 million was
nonrefundable. The Company subsequently sold the assets of Golden Aluminum to
another buyer for approximately $41 million on November 5, 1999. The disposition
resulted in an after-tax loss of $6.1 million, which was recognized in the
quarterly period ended September 30, 1999.
Financial Data - Discontinued Operations
Financial data for CoorsTek, Golden Aluminum and the Kalamazoo Mill are
summarized as follows (in thousands):
Three
months
ended
September Three months ended
30, 2000 September 30, 1999
--------- ------------------------------------
Kalamazoo Golden Kalamazoo
Mill CoorsTek Aluminum Mill [a] Total
--------- -------- -------- --------- --------
Net Sales $10,207 $94,947 $--- $7,236 $102,183
========= ======== ======== ========= ========
Income (loss)
from operations
before income
taxes ($1,780) $5,340 $--- ($2,120) $3,220
Income tax
(expense)
benefit 713 (2,136) --- 850 (1,286)
--------- -------- -------- --------- --------
Income (loss)
from operations (1,067) 3,204 --- (1,270) 1,934
Income (loss)
from disposal,
before taxes --- --- (10,000) --- (10,000)
Income tax benefit --- --- 3,893 --- 3,893
--------- -------- -------- --------- --------
Net income (loss) ($1,067) $3,204 ($6,107) ($1,270) ($4,173)
========= ======== ======== ========= ========
Net income (loss)
per basic share
of common stock:
Income (loss)
from operations ($0.03) $0.11 $--- ($0.05) $0.06
Income (loss) on
disposal --- --- (0.21) --- (0.21)
--------- -------- -------- --------- --------
Net income (loss)
per basic share ($0.03) $0.11 ($0.21) ($0.05) ($0.15)
========= ======== ======== ========= ========
Net income (loss)
per diluted share
of common stock:
Income (loss)
from operations ($0.03) $0.11 $--- ($0.04) $0.07
Income (loss) on
disposal --- --- (0.21) --- (0.21)
--------- -------- -------- --------- --------
Net income (loss)
per diluted share ($0.03) $0.11 ($0.21) ($0.04) ($0.14)
========= ======== ======== ========= ========
[a] Represents two months operating results.
Nine
months
ended Nine months ended
September September 30, 1999
30, 2000 ------------------------------------
Kalamazoo Golden Kalamazoo
Mill CoorsTek Aluminum Mill [a] Total
--------- -------- -------- --------- --------
Net Sales $33,982 $266,937 $--- $7,236 $274,173
========= ======== ======== ========= ========
Income (loss) from
operations
before income
taxes ($8,971) $22,888 $--- ($2,120) $20,768
Income tax
(expense)
benefit 3,589 (8,628) --- 850 (7,778)
--------- -------- -------- --------- --------
Income (loss)
from operations (5,382) 14,260 --- (1,270) 12,990
Income (loss) from
disposal, before
taxes --- --- (10,000) --- (10,000)
Income tax benefit --- --- 3,893 --- 3,893
--------- -------- -------- --------- --------
Net income (loss) ($5,382) $14,260 ($6,107) ($1,270) $6,883
========= ======== ======== ========= ========
Net income (loss)
per basic share
of common stock:
Income (loss)
from
operations ($0.18) $0.50 $--- ($0.05) $0.45
Income (loss) on
disposal --- --- (0.21) --- (0.21)
--------- -------- -------- --------- --------
Net income (loss)
per basic share ($0.18) $0.50 ($0.21) ($0.05) $0.24
========= ======== ======== ========= ========
Net income (loss)
per diluted share
of common stock:
Income (loss)
from
operations ($0.18) $0.49 $--- ($0.04) $0.45
Income (loss) on
disposal --- --- (0.21) --- (0.21)
--------- -------- -------- --------- --------
Net income (loss)
per diluted
share ($0.18) $0.49 ($0.21) ($0.04) $0.24
========= ======== ======== ========= ========
[a] Represents two months operating results.
September 30, 2000 December 31, 1999
Kalamazoo Mill Kalamazoo Mill
------------------ -----------------
Current assets $17,935 $18,449
Current liabilities (3,502) (13,948)
---------- ----------
Net current assets $14,433 $4,501
========== ==========
Noncurrent assets $212,587 $224,619
Noncurrent liabilities (4,646) (4,120)
---------- ----------
Net noncurrent assets $207,941 $220,499
========== ==========
Significant estimates have been made by management with respect to the
estimated fair value of the Kalamazoo Mill and the resultant goodwill and
interest allocations. Actual results could differ from these estimates making it
reasonably possible that a change in these estimates could occur in the near
term.
Note 3. Extraordinary Item
During third quarter 1999, the Company retired $358 million of debt with
the proceeds from a new $1.3 billion credit facility led by Bank of America. In
connection with the $358 million debt repayment, the Company recorded an
extraordinary loss of $2.3 million, net of taxes of $1.3 million, in the third
quarter of 1999. The extraordinary loss represents prepayment penalties and the
write off of unamortized loan origination costs, net of the related tax
benefits. The after-tax loss was calculated using the estimated effective tax
rate for the Company.
Note 4. Asset Impairment and Restructuring Charges
On May 12, 2000, the Company announced the planned closure of the
Perrysburg, Ohio folding carton plant. The shutdown and related restructuring
plan for the Perrysburg facility included asset impairments totaling $6.5
million and restructuring reserves of $1.35 million, which were recorded in the
second quarter. The costs to shut down the Perrysburg facility, which was part
of the acquisition of the Fort James packaging business, have been accounted for
as a cost of the acquisition, with a resultant adjustment to goodwill. During
the third quarter, the Company substantially completed the closure of the plant
and the transition of the plant's business to other Company facilities.
Approximately $0.5 million of restructuring charges have been paid through the
third quarter related to the Perrysburg facility shutdown.
The Company recorded a restructuring charge of $3.4 million in the first
quarter of 2000 for anticipated severance costs as a result of the announced
closure of the Saratoga Springs, New York plant. The Saratoga Springs plant was
closed pursuant to a plant rationalization plan approved by the Company's Board
of Directors in the fourth quarter of 1999. The Company has substantially
completed the closure of the Saratoga Springs plant and the transition of the
plant's business to other Company facilities. Approximately $0.9 million of
restructuring charges have been paid through the third quarter related to the
Saratoga Springs facility shutdown.
A restructuring charge of $1.9 million was recorded in the fourth quarter
of 1999 primarily related to severance costs at the Lawrenceburg, Tennessee
plant. The Company initially planned to complete this restructuring, including
the closure of the Boulder, Colorado plant and the reduction in force at the
Lawrenceburg, Tennessee plant, by the end of the third quarter of 2000. However,
customer needs in both Boulder and Lawrenceburg, coupled with the timing of the
transition of business to the Company's new Golden, Colorado facility, have
impacted the completion of the restructuring.
The following summarizes the activity related to the Company's
restructuring charges for the nine months ended September 30, 2000 (in
thousands):
Restructuring reserve balance
at December 31, 1999 $1,720
First quarter restructuring charge 3,420
Second quarter restructuring charge 1,350
Cash paid (2,362)
------
Restructuring reserve balance
at September 30, 2000 $4,128
======
Note 5. Sale of Businesses and Other Assets
The Company sold an airplane in the third quarter and patents and various
other long-lived assets of its former developmental businesses during the first
quarter for consideration of approximately $8.2 million. A pre-tax gain of $7.8
million was recognized relating to these asset sales.
On September 2, 1999, the Company sold the assets and business of its
flexible packaging division to Sonoco Products Company for approximately $105
million in cash. The Company used the proceeds from the sale, less transaction
costs, to reduce debt. The Company recorded a pre-tax gain of $22.7 million and
after-tax gain of $13.6 million or $0.48 per share on a basic basis and $0.47
per share on a diluted basis. The after-tax gain was calculated using the
estimated effective tax rate for the Company.
On August 3, 1999, the Company sold its majority interest in a group of
solar electric distribution companies to Kyocera International, Inc., a wholly
owned subsidiary of Kyocera Corporation. The Company realized $30.8 million in
cash of which $20.8 million was consideration for the Company's equity position
and of which $10 million was for the repayment of certain debt owed to the
Company. The Company used the proceeds from the sale, less transaction costs, to
reduce debt. The pre-tax gain recorded in conjunction with this transaction
totaled $7.5 million while the post-tax gain was $4.5 million. The after-tax
gain was calculated using the estimated effective tax rate for the Company.
Resultant earnings per share on a basic and diluted basis for this sale were
$0.16.
Note 6. Segment Information
The Company's reportable segments are based on its method of internal
reporting, which is based on product category. The Company has one reportable
segment in 2000 - Packaging. The Company's 1999 reportable segments, after
consideration for discontinued operations, include an "Other" segment and are
presented for comparative purposes. The Other segment includes a real estate
development partnership, a majority interest in a group of solar electric
distribution companies prior to their sale in August 1999, and several
technology-based businesses prior to March 1999.
The tables below summarize information, in thousands, about the Company's
reportable segments. Discontinued operations include the Kalamazoo Mill since
its acquisition in August 1999 and CoorsTek in all of 1999.
Three months
ended Depreciation
September 30, Net Operating And Capital
2000 Sales Income Amortization Expenditures
- --------------- -------- --------- ------------ ------------
Packaging $273,247 $14,950 $16,421 $7,645
Discontinued
operations --- --- 4,280 118
-------- --------- ------------ ------------
Consolidated
total $273,247 $14,950 $20,701 $7,763
======== ========= ============ ============
Three months
ended
September 30,
1999
- ---------------
Packaging $231,203 $12,888 $13,867 $14,705
Other 5,178 (535) 195 591
-------- --------- ------------ ------------
Segment total 236,381 12,353 14,062 15,296
Corporate --- (2,695) 64 ---
Discontinued
operations --- --- 8,317 4,172
-------- --------- ------------ ------------
Consolidated
total $236,381 $9,658 $22,443 $19,468
======== ========= ============ ============
Nine months
ended Depreciation
September 30, Net Operating and Capital
2000 Sales Income Amortization Expenditures Assets
- --------------- -------- --------- ------------ ------------ ----------
Packaging $798,981 $35,360 $50,303 $23,360 $1,166,412
Discontinued
operations,
net assets --- --- 13,156 1,505 222,374
-------- --------- ------------ ------------ ----------
Consolidated
total $798,981 $35,360 $63,459 $24,865 $1,388,786
======== ========= ============ ============ ==========
Nine months
ended
September 30,
1999
- ---------------
Packaging $530,463 $43,027 $31,160 $47,270
Other 35,489 (108) 726 1,550
-------- --------- ------------ ------------
Segment total 565,952 42,919 31,886 48,820
Corporate --- (8,035) 199 18
Discontinued
operations,
net assets --- --- 20,407 8,143
-------- --------- ------------ ------------
Consolidated
total $565,952 $34,884 $52,492 $56,981
======== ========= ============ ============
Note 7. Shareholders' Rights Plan
On June 1, 2000, the Company effected a dividend distribution of
shareholder rights (the Rights) that carry certain conversion rights in the
event of a significant change in beneficial ownership of the Company. One right
is attached to each share of the Company's common stock outstanding and is not
detachable until such time as beneficial ownership of 15% or more of the
Company's outstanding common stock has occurred (a Triggering Event) by a person
or group of affiliated or associated persons (an Acquiring Person). Each Right
entitles each registered holder (excluding the Acquiring Person) to purchase
from the Company one-thousandth of a share of Series A Junior Participating
Preferred Stock, par value $.01 per share, at a purchase price of $42.00.
Registered holders receive shares of the Company's common stock valued at twice
the exercise price of the Right upon exercise. Upon a Triggering Event, the
Company is entitled to exchange one share of the Company's common stock for each
right outstanding or to redeem the Rights at a price of $.001 per Right. The
Rights will expire on June 1, 2010.
Note 8. Preferred Stock
As discussed above, the Company has been unable to sell the Kalamazoo Mill.
As the Company planned to use the proceeds from this sale to repay the remaining
balance of $169 million on its one-year term loan due August 1, 2000, the
Company negotiated an extension of time to repay the one-year term loan balance
due until August 15, 2001 in exchange for new debt covenants and the repayment
of $100 million of the balance of the one-year term loan through the issuance of
preferred stock.
On August 15, 2000 the Company issued one million shares of 10% Series B
Convertible Preferred Stock (the Preferred Stock) at $100 per share to the
Grover C. Coors Trust (the Trust). At the time of the issuance of the Preferred
Stock, the Trust owned 9% of the Company's outstanding common stock. The Trust's
beneficiaries are members of the Coors family. Individual members of the Coors
family and other Coors family trusts held a controlling interest in the
Company at the time of issuance of the Preferred Stock. As a condition to the
issuance of the Preferred Stock, a fairness opinion was obtained as to the
consideration received and the value of the Preferred Stock at issuance as
consistent with open market conditions and values for similar securities.
The Trust, as holder of the Preferred Stock, has the following rights and
preferences:
Conversion Feature
Each share of Preferred Stock is convertible into shares of the Company's
common stock at $2.0625 per share of common stock. The conversion price of
$2.0625 is 125% of the average NYSE closing price per share of the Company's
common stock for the five trading days prior to August 15, 2000 - which was
$1.65. Since the Preferred Stock was issued at $100 per share, a complete
conversion would result in the issuance of 48,484,848 additional shares of the
Company's common stock.
The Trust holds 2,727,016 shares of the Company's common stock on September
30, 2000 which represent approximately 9% of all common shares outstanding
(29,808,356). On an as-converted basis, the Trust would hold 51,211,864 shares
of the Company's common stock on September 30, 2000, which would be
approximately 65% of all shares outstanding (78,293,204).
Redemption Features
The Company can redeem the preferred stock at $105 per share beginning on
August 15, 2005, reduced by $1 per share per year until August 15, 2010.
Initially, the Trust had the right to require redemption of the preferred
stock after ten years at $100 per share, plus any unpaid dividends. Under the
terms of the preferred stock purchase agreement, the Trust's right to require
redemption of the preferred shares terminated in October 2000 upon the agree-
ment of Adolph Coors Company to register with the Securities and Exchange
Commission Coors Class B common stock held by the Trust for resale. Termination
of the Trust's redemption feature will result in the reclassification of the
$100 million preferred stock carrying value to shareholders' equity in the
fourth quarter of 2000.
Dividends
Dividends are payable quarterly, beginning October 1, 2000, at an annual
rate of 10%. Dividends are cumulative and hold a preference to any dividends
paid to other shareholders. The Preferred Stock participates in any common stock
dividends on an as-converted basis. If dividends are not paid for two
consecutive quarters, the Trust may elect one director to the Company's Board.
If dividends are not paid for four consecutive quarters, the Trust may elect a
majority of the directors to the Company's Board and effectively control the
Company.
Liquidation Preference
The Preferred Stock has a liquidation preference over the Company's common
stock at $100 per share, plus unpaid dividends. The Preferred Stock also
participates in any liquidation distributions to the common shareholders on an
as-converted basis.
Voting and Registration Rights
Every two shares of common stock underlying the Preferred Stock on an
as-converted basis receive one vote. Therefore, the Trust will now vote
24,242,424 shares, in addition to the 2,727,016 shares of common stock held. The
Trust may require the Company, with certain limitations, to register under the
Securities Act of 1933 the common shares into which the Preferred Stock may be
converted.
Note 9. Subsequent Event
On October 31, 2000, the Company sold the net assets of its Malvern,
Pennsylvania plant for approximately $35 million. A pre-tax gain in excess of
$10 million will be recognized in the fourth quarter of 2000 as a result of the
sale. Proceeds from the sale were used to reduce debt.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
General Business Overview
Graphic Packaging International Corporation (the "Company" or "Graphic
Packaging") is a manufacturer of packaging products used by consumer product
companies as primary packaging for their end-use products. Over the past several
years, and culminating with the spin-off of CoorsTek on December 31, 1999, the
Company has moved from a diversified group of subsidiaries - each operating in
different markets - to a Company focused on the folding carton segment of the
packaging industry. By strategically disposing of non-core businesses; acquiring
two major businesses in the folding carton industry; and executing
rationalization plans, the Company has developed into one of the largest folding
carton companies in North America.
On August 2, 1999, the Company purchased the Fort James packaging
business, which included 12 folding carton converting operations located
throughout North America and a recycled paperboard mill located in Kalamazoo,
Michigan (the Kalamazoo Mill) for approximately $849 million. The Kalamazoo Mill
is currently being offered for sale.
On September 2, 1999, the Company sold its flexible packaging plants for
approximately $105 million in cash. On August 3, 1999 the Company sold its
interest in a solar energy distribution business (Golden Genesis Company) for
approximately $21 million in cash, plus $10 million in repayment of intercompany
debt.
On October 31, 2000, the Company sold its Malvern, Pennsylvania plant (a
non-core asset) for approximately $35 million in cash.
Segment Information
The Company's continuing operations include one reportable business segment
in 2000 - Packaging. Discontinued operations include the Kalamazoo Mill since
its acquisition in August 1999 and CoorsTek in all of 1999. The Company's
operations in 1999 included an "Other" segment, consisting of a real estate
development partnership, a majority interest in a group of solar electric
distribution companies prior to their sale in August 1999, and several
technology-based businesses prior to March 1999.
Results from Continuing Operations
Consolidated net sales for the three months ended September 30, 2000
increased 15.6% to $273.2 million as compared to consolidated net sales of
$236.4 million for the same period in 1999. For the nine months ended September
30, consolidated net sales increased 41.2% to $799.0 million compared to the
same period in 1999. The increases over 1999 are primarily due to the additional
revenues generated by the former Fort James plants in 2000 and a board price
increase which was passed through to customers in 2000, partially off-set by the
loss of revenues from the flexible plants sold in the third quarter of 1999. The
Company has also gained new customers and new business with existing customers
during 2000 which management attributes to the Company's focus on customers.
Consolidated gross profit margins for the third quarter and the nine months
ended September 30, 2000 were both 12.2%, decreasing from the 12.9% and 16.3%
gross profit margins achieved in the comparable periods of 1999. The decrease
corresponds to the higher volume, lower margin product mix in the Company's
business in 2000 when compared to the product mix in 1999 - which included the
flexible plant products. The plant rationalization activity undertaken in 2000
and the startup of the Golden facility, coupled with higher raw material and
energy-related costs, have also impacted margins.
Selling, general and administrative costs decreased 17.7% between the third
quarter of 2000 and the third quarter of 1999. In comparison with the nine
months ended September 30, 1999, the year-to-date costs are 7.7% lower in 2000.
The decreases have largely been achieved by realigning business functions and
eliminating costs associated with managing non-core businesses and assets. The
Company continues to focus on keeping these costs under 6% of net sales.
Depreciation and goodwill amortization have increased $11.0 million to
$63.5 million during the nine months ended September 30, 2000, as compared to
the same period in 1999. This is the result of the purchase of the Fort James
plants in the third quarter of 1999.
Consolidated operating income margin in the third quarter of 2000 was 5.5%,
compared to 4.7% and 3.0% in the second and first quarters of 2000,
respectively, and 4.1% in the third quarter of 1999. The improvements achieved
between quarters in 2000 are indicative of the Company's ability to integrate
the former Ft. James plants and businesses into operations and the Company's
efforts to reduce selling, general and administrative costs. Operating income
margin for the nine months ended September 30, 2000 was 4.4%, compared to 6.2%
in the first nine months of 1999. The year-to-date decreases reflect residual
productivity issues in the first half of 2000 because of plant rationalization
activity and the startup of the Golden facility, combined with an increased mix
of lower margin business and increases in depreciation and goodwill
amortization, as discussed above.
Net interest expense for the third quarter of 2000 totaled $16.1 million, a
$9.6 million increase from the $6.5 million of net interest expense recorded in
the third quarter of 1999. Likewise, net interest expense for the first nine
months of 2000 increased $32.7 million when compared to the $14.8 million of net
interest expense recorded in the comparable 1999 period. The increased interest
expense is due to the borrowings used to purchase the Fort James packaging
business, increases in interest rates during 2000, and amortization of
additional debt issuance costs incurred in 2000 to restructure the Company's
debt.
The consolidated effective tax rate for the third quarter and the first
nine months of 2000 was approximately 40%. The Company does not expect the
effective tax rate to vary significantly over the next year.
Asset Impairment and Restructuring Charges
On May 12, 2000, the Company announced the planned closure of the
Perrysburg, Ohio folding carton plant. The shutdown and related restructuring
plan for the Perrysburg facility included asset impairments totaling $6.5
million and restructuring reserves of $1.35 million, which were recorded in the
second quarter. The asset impairment and restructuring costs to shut down the
Perrysburg facility, which was part of the acquisition of the Fort James
packaging business, have been accounted for as a cost of the acquisition, with a
resultant adjustment to goodwill. During the third quarter, the Company
substantially completed the closure of the plant and the transition of the
plant's business to other Company facilities.
The Company recorded a restructuring charge of $3.4 million in the first
quarter of 2000 for anticipated severance costs as a result of the announced
closure of the Saratoga Springs, New York plant. The Saratoga Springs plant is
being closed pursuant to a plant rationalization plan approved by the Company's
Board of Directors in the fourth quarter of 1999. The Company has substantially
completed the closure of the Saratoga Springs plant and the transition of the
plant's business to other Company facilities.
A restructuring charge of $1.9 million was recorded in the fourth quarter
of 1999 primarily related to severance costs at the Lawrenceburg, Tennessee
plant. The Company initially planned to complete this restructuring, including
the closure of the Boulder, Colorado plant and the reduction in force at the
Lawrenceburg, Tennessee plant, by the end of the third quarter of 2000. However,
customer needs in both Boulder and Lawrenceburg, coupled with the timing of the
transition of business to the Company's new Golden, Colorado facility, have
impacted the completion of the restructuring.
Sale of Assets
The Company sold an airplane in the third quarter and patents and various
other long-lived assets of its former developmental businesses during the first
quarter for consideration of approximately $8.2 million. A pre-tax gain of $7.8
million was recognized relating to these asset sales.
On September 2, 1999, the Company sold the assets and business of its
flexible packaging division to Sonoco Products Company for approximately $105
million in cash. The Company used the proceeds from the sale, less transaction
costs, to reduce debt. The Company recorded a pre-tax gain of $22.7 million and
after-tax gain of $13.6 million or $0.48 per share on a basic basis and $0.47
per share on a diluted basis. The after-tax gain was calculated using the
estimated effective tax rate for the Company.
On August 3, 1999, the Company sold its majority interest in a group of
solar electric distribution companies to Kyocera International, Inc., a wholly
owned subsidiary of Kyocera Corporation. The Company realized $30.8 million in
cash of which $20.8 million was consideration for the Company's equity position
and of which $10 million was for the repayment of certain debt owed to the
Company. The Company used the proceeds from the sale, less transaction costs, to
reduce debt. The pre-tax gain recorded in conjunction with this transaction
totaled $7.5 million while the post-tax gain was $4.5 million. The after-tax
gain was calculated using the estimated effective tax rate for the Company.
Resultant earnings per share on a basic and diluted basis for this sale were
$0.16.
On October 31, 2000, the Company sold the net assets of its Malvern,
Pennsylvania plant for approximately $35 million. A pre-tax gain in excess of
$10 million will be recognized in the fourth quarter of 2000 as a result of the
sale. Proceeds from the sale were used to reduce debt.
In 1996, the Board of Directors adopted a plan to dispose of the Company's
aluminum rigid container sheet business operated by Golden Aluminum. In
conjunction with this decision, the Company recorded pre-tax charges of $155.0
million for anticipated losses upon the disposition and estimated operating
losses of the business through the disposition date. In March of 1997, Golden
Aluminum was sold for $70.0 million, of which $10.0 million was paid at closing
and $60.0 million was due within two years. In December of 1998, the Company
extended the due date on the $60.0 million payment until September 1, 1999. In
accordance with the purchase agreement, the purchaser exercised its right to
return Golden Aluminum to the Company on August 23, 1999 in discharge of the
$60.0 million obligation. The initial payment of $10.0 million was
nonrefundable. The Company subsequently sold the assets of Golden Aluminum to
another buyer for approximately $41 million on November 5, 1999. The disposition
resulted in an after-tax loss of $6.1 million, which was recognized in the
quarterly period ended September 30, 1999.
Discontinued Operations
Discontinued operations consist of the Kalamazoo Mill since its acquisition
in August 1999, CoorsTek in all of 1999, and Golden Aluminum through the third
quarter 1999.
The Company purchased the Kalamazoo Mill on August 2, 1999 as part of the
acquisition of the Fort James packaging business. The Kalamazoo Mill produces
coated recycled paperboard. In December 1999, the Board of Directors approved a
plan to offer the Kalamazoo Mill for sale and to use the anticipated proceeds
from the sale to repay a one-year term loan originally due on August 1, 2000.
The Company has been unable to sell the Mill and therefore, as discussed below,
took other measures to meet a August 1, 2000 debt maturity. An estimated fair
value of $225 million was ascribed to the net assets of the Kalamazoo Mill,
which includes approximately $106 million of preliminary goodwill allocated from
the continuing operations of the Fort James packaging business acquisition. The
amount of preliminary goodwill allocated to the Kalamazoo Mill is subject to
change upon sale or other disposition. As a result, no gain or loss will be
recorded upon any sale. The Company allocated approximately $5.6 million of
interest expense to the Kalamazoo Mill for the three months ended September 30,
2000 and $15.5 million for the nine months ended September 30, 2000, based upon
the estimated fair value of $225 million. In the event that the Kalamazoo Mill
is not sold in the fourth quarter 2000, the results of operations and the net
assets of the Kalamazoo Mill will be reclassified into continuing operations for
all prior and current periods presented in the Company's annual report for 2000.
Liquidity and Capital Resources
The Company's liquidity is generated from both internal and external
sources and is used to fund short-term working capital needs, capital
expenditures and acquisitions.
On August 2, 1999, the Company entered into a $1.3 billion revolving
credit and term loan agreement (the Credit Agreement) with a group of lenders,
with Bank of America, N.A. as agent. During the first quarter of 2000, the
Company reduced the amount available under the Credit Agreement by $50 million.
The Credit Agreement is comprised of four senior credit facilities including a
$125 million 180-day term facility, a $400 million one-year facility, a $325
million five-year term loan facility and a $400 million five-year revolving
credit facility (collectively, the Senior Credit Facilities). Proceeds from the
Senior Credit Facilities were used to finance the August 2, 1999 $849 million
acquisition of the Fort James packaging business and to prepay the Company's
other outstanding borrowings.
During the first quarter of 2000, the Company utilized the $200 million of
proceeds from the CoorsTek spin-off to reduce outstanding debt. In addition, in
August of 2000, the Company issued $100 million of Convertible Preferred Stock
and reduced outstanding debt with the proceeds. In conjunction with the
preferred stock issuance, the Senior Credit Facilities were amended to extend
the term of the one year facility, allow for the payment of a dividend on the
newly issued preferred stock, and to revise the financial covenants and required
amortization schedule under the five-year term loan.
As of September 30, 2000, the Company's borrowings under the Senior Credit
Facilities totaled $707.3 million and bore interest at a blended rate of
approximately 11.1%, including amortization of debt issuance costs. Amounts
outstanding under the Senior Credit Facilities at September 30, 2000 were as
follows (in thousands):
One-year term loan; originally due August 1,
2000, subsequently extended to August 15, 2001 $ 68,500
Five-year term loan; including current
maturities of $6.25 million due March 31,
2001, June 30, 2001, and September 30, 2001 312,500
Five-year revolving credit facility 326,300
---------
Total 707,300
Less: current maturities (87,250)
---------
Long-term maturities $ 620,050
=========
Amounts borrowed under the Senior Credit Facilities bear interest under
various pricing alternatives plus a spread depending on the Company's leverage
ratio. The various pricing alternatives include (i) LIBOR, or (ii) the higher of
the Federal Funds Rate plus 0.5% or the prime rate. In addition, the Company
pays a commitment fee that varies based upon the Company's leverage ratio and
the unused portion of the revolving credit facility. Mandatory prepayments under
the Senior Credit Facilities are required from the proceeds of any significant
asset sale or from the issuance of any debt or equity securities. In addition,
the five-year term loan is due in quarterly installments beginning with the
first quarter of 2000. Total installments for 2001 through 2004, respectively,
are $25 million, $35 million, $40 million, and $50 million.
The Senior Credit Facilities are secured with first priority liens on all
material assets of the Company and all of its domestic subsidiaries. The Credit
Agreement currently limits the Company's ability to pay dividends other than
permitted dividends on the Preferred Stock, and imposes limitations on the
incurrence of additional debt, acquisitions, capital expenditures and the sale
of assets. At September 30, 2000, the Company was in compliance with all its
covenants.
As discussed above, $87.25 million of borrowings are due within one year,
including $68.5 million outstanding on the one-year term facility. On October
31, 2000, the Company sold its facility in Malvern, Pennsylvania and used the
proceeds of $35 million to reduce the amount outstanding under this facility to
$33.5 million. The Company has various alternatives to fund the remaining
balance of this note by August 15, 2001 including cash flow, the revolving
credit facility, and the potential issuance of a subordinated debt facility. If
the Company is unable to pay the accelerated payments, the lenders could elect
to proceed against the collateral in order to satisfy the Company's obligations.
The Company has entered into interest rate swap arrangements to hedge a
portion of its borrowings under the Senior Credit Facilities. Under the interest
rate swap agreements, the Company pays interest at an average risk-free fixed
rate of 5.94% on $100 million of its borrowings and an average risk-free fixed
rate of 6.98% on $125 million of its borrowings. In addition, the Company has
interest rate contracts that provide interest rate cap protection on $350
million of its floating rate debt.
The Consolidated Statement of Cash Flows includes cash generated or used
by the operations shown in the income statement as discontinued operations,
namely CoorsTek and the Kalamazoo Mill. On this basis, net cash provided by
operations was $16.8 million, and $108.2 million for the nine months ended
September 30, 2000 and 1999, respectively.
The Company currently expects that cash flow from operations, borrowings
under the Senior Credit Facilities and the possible issuance of a subordinated
debt facility will be adequate to meet the Company's needs for working capital,
temporary financing for capital expenditures and debt repayments. The Company's
working capital position as of September 30, 2000 was $42.1 million, which
includes the one-year term note of $68.5 million due August 15, 2001.
Although the Company has seen some recent increases in energy and related
costs, the impact of wholesale inflation on the Company's financial position and
results of operations has been minimal and is not expected to adversely affect
future results.
Item 3. Quantitative and Qualitative Disclosures about Market
Risk
Interest Rate Risk
As of November 1, 2000, the Company's capital structure includes
approximately $653 million of debt that bears interest with an underlying rate
based upon short-term interest rates. The Company has entered into interest rate
swap agreements that lock in a risk free interest rate of 5.94% on $100 million
of the borrowings, and a risk-free interest rate of 6.98% on $125 million of the
borrowings. In addition, the Company has capped its LIBOR base rate to 8.13% on
$200 million of borrowings and 6.75% on $150 million of borrowings. With these
swaps and caps in place and based upon current debt outstanding, a 1% increase
in interest rates could impact annual pre-tax results by approximately $2.8
million.
Factors That May Affect Future Results
Certain statements in this document are forward looking and so involve
uncertainties that may cause actual results to be materially different from
those stated or implied. Specifically, a) revenue projections for the fourth
quarter of 2000 might be reduced because customers experience lower demand or
find alternative suppliers, or because the Company, as a result of plant
closures, is unable to efficiently move business or to qualify that business at
other plants; b) margins might be reduced due to competitive pricing of products
sold and due to increases in operating and materials costs, including energy and
recycled fiber; c) the benefits of reorganization and optimization to be
realized, including the startup of the Golden plant, are uncertain because of
possible delays and increases in costs; d) the Company is exposed to higher than
predicted interest rates on the unhedged portion of its debt and on any new debt
it might incur; e) if the Company is unable to meet the financial covenants on
its debt, it could be subject to higher interest rates or possible default; and
f) the Company might not meet its estimates for the fourth quarter as a result
of higher integration costs following the transfer of production from Saratoga
Springs and Perrysburg, competition on pricing, higher than predicted interest
rates, and other business factors.
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
On August 15, 2000 the Company issued $100 million of Series B convertible
preferred stock in order to reduce its one-year term loan balance. The Series B
convertible preferred stock is exempt from the registration requirements of the
Security Act of 1933, under Section 3 of the Act. Terms and conditions of the
Series B convertible preferred stock are incorporated by reference from Note 8
to the consolidated financial statements presented herein.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit
Number Document Description
4.1 Preferred Stock Purchase Agreement, dated as of August 15, 2000,
between the Company and the Grover C. Coors Trust (incorporated by
reference from the Company's Form 8-K filed August 31, 2000).
4.2 Registration Rights Agreement, dated as of August 15, 2000, between the
Company and the Grover C. Coors Trust (incorporated by reference from
the Company's Form 8-K filed August 31, 2000).
4.3 Statement of Designations, approved by the Company's Board of Directors
on August 14, 2000 (incorporated by reference from the Company's Form
8-K filed August 31, 2000).
4.4 10% Series B Convertible Preferred Stock Certificate (incorporated by
reference from the Company's Form 8-K filed August 31, 2000).
10.1 Second Amendment to Revolving Credit and Term Loan Agreement, dated as
of July 28, 2000, among the Company and its one-year term lenders
(incorporated by reference from the Company's Form 8-K filed August 31,
2000).
10.2 Third Amendment to Revolving Credit and Term Loan Agreement, dated as
of August 14, 2000, among the Company and its lenders (incorporated by
reference from the Company's Form 8-K filed August 31, 2000).
27 Financial Data Schedule
(b) Reports on Form 8-K
On August 31, 2000, the Company filed a Current Report on Form 8-K
disclosing its capital restructuring activities, including the amendment of its
senior debt agreements and the issuance of preferred stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 14, 2000 By /s/Gail A. Constancio
---------------------------------
Gail A. Constancio
(Chief Financial Officer)
Date: November 14, 2000 By /s/John S. Norman
---------------------------------
John S. Norman
(Corporate Controller)