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, 2002
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 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 July 31, 2002 |
|
---|---|---|
Common Stock, $0.01 par value | 32,118,258 shares |
GEORGIA GULF CORPORATION FORM 10-Q
QUARTERLY PERIOD ENDED JUNE 30, 2002
INDEX
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Page Numbers |
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PART I. FINANCIAL INFORMATION | ||||
Item 1. Financial Statements | ||||
Condensed Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001 | 1 | |||
Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2002 and 2001 | 2 | |||
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2002 and 2001 | 3 | |||
Notes to Condensed Consolidated Financial Statements as of June 30, 2002 | 4 | |||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 18 | |||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 22 | |||
PART II. OTHER INFORMATION | ||||
Item 1. Legal Proceedings | 23 | |||
Item 4. Submission of Matters to a Vote of Security Holders | 23 | |||
Item 6. Exhibits and Reports on Form 8-K | 24 | |||
SIGNATURES | 25 |
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PART I. FINANCIAL INFORMATION.
GEORGIA GULF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
|
June 30, 2002 |
December 31, 2001 |
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|
(unaudited) |
|
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ASSETS | |||||||
Cash and cash equivalents | $ | 8,320 | $ | 10,030 | |||
Receivables, net of allowance for doubtful accounts of $2,407 in 2002 and $2,407 in 2001 | 157,607 | 127,860 | |||||
Inventories | 80,996 | 76,119 | |||||
Prepaid expenses | 7,137 | 6,358 | |||||
Deferred income taxes | 6,440 | 7,097 | |||||
Total current assets | 260,500 | 227,464 | |||||
Property, plant and equipment, net | 544,631 | 568,448 | |||||
Goodwill | 77,720 | 77,720 | |||||
Other assets | 70,192 | 69,189 | |||||
Total assets | $ | 953,043 | $ | 942,821 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|||||||
Current portion of long-term debt | $ | 18,030 | $ | 38,677 | |||
Accounts payable | 113,776 | 72,984 | |||||
Interest payable | 5,087 | 4,946 | |||||
Accrued compensation | 8,672 | 6,379 | |||||
Other accrued liabilities | 17,947 | 16,918 | |||||
Total current liabilities | 163,512 | 139,904 | |||||
Long-term debt, net of current portion | 564,910 | 585,415 | |||||
Deferred income taxes | 125,467 | 120,868 | |||||
Stockholders' equity | 99,154 | 96,634 | |||||
Total liabilities and stockholders' equity | $ | 953,043 | $ | 942,821 | |||
Common shares outstanding | 32,109 | 31,915 | |||||
See notes to condensed consolidated financial statements.
1
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, |
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|
2002 |
2001 |
2002 |
2001 |
||||||||||
Net sales | $ | 308,509 | $ | 337,396 | $ | 569,390 | $ | 706,279 | ||||||
Operating costs and expenses | ||||||||||||||
Cost of sales | 280,550 | 316,674 | 516,179 | 668,201 | ||||||||||
Selling, general and administrative expenses | 9,096 | 10,962 | 20,534 | 23,604 | ||||||||||
Total operating costs and expenses | 289,646 | 327,636 | 536,713 | 691,805 | ||||||||||
Operating income | 18,863 | 9,760 | 32,677 | 14,474 | ||||||||||
Interest, net | 12,879 | 14,291 | 25,747 | 29,380 | ||||||||||
Income (loss) before income taxes | 5,984 | (4,531 | ) | 6,930 | (14,906 | ) | ||||||||
Provision (benefit) for income taxes | 2,155 | (1,629 | ) | 2,494 | (5,364 | ) | ||||||||
Net income (loss) | 3,829 | (2,902 | ) | 4,436 | (9,542 | ) | ||||||||
Earnings (loss) per share: | ||||||||||||||
Basic | $ | .12 | $ | (.09 | ) | $ | .14 | $ | (.30 | ) | ||||
Diluted | $ | .12 | $ | (.09 | ) | $ | .14 | $ | (.30 | ) | ||||
Weighted average common shares: | ||||||||||||||
Basic | 31,981 | 31,715 | 31,956 | 31,715 | ||||||||||
Diluted | 32,143 | 31,715 | 32,171 | 31,715 |
See notes to condensed consolidated financial statements.
2
GEORGIA GULF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
Six Months Ended June 30, |
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|
2002 |
2001 |
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Cash flows from operating activities: | |||||||||
Net income (loss) | $ | 4,436 | $ | (9,542 | ) | ||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||
Depreciation and amortization | 34,479 | 35,942 | |||||||
Provision for deferred income taxes | 5,256 | 5,000 | |||||||
Tax benefit related to stock plans | 355 | | |||||||
Change in operating assets, liabilities and other | 7,316 | (15,346 | ) | ||||||
Net cash provided by operating activities | 51,842 | 16,054 | |||||||
Cash flows from investing activities: | |||||||||
Capital expenditures | (8,534 | ) | (13,590 | ) | |||||
Cash flows from financing activities: | |||||||||
Long-term debt proceeds | 6,022 | 8,969 | |||||||
Long-term debt payments | (47,172 | ) | (3,788 | ) | |||||
Proceeds from issuance of common stock | 1,259 | 11 | |||||||
Dividends paid | (5,127 | ) | (5,074 | ) | |||||
Net cash (used in) provided by financing activities | (45,018 | ) | 118 | ||||||
Net change in cash and cash equivalents | (1,710 | ) | 2,582 | ||||||
Cash and cash equivalents at beginning of period | 10,030 | 2,042 | |||||||
Cash and cash equivalents at end of period | $ | 8,320 | $ | 4,624 | |||||
See notes to condensed consolidated financial statements.
3
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. Our operating results for the six-month period ended June 30, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002.
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 29, 2002. That report includes a summary of our critical accounting policies on page 26. There have been no material changes in the accounting policies followed by us during fiscal year 2002 except for those changes described in Note 3.
Certain amounts in the 2001 financial statements have been reclassified to conform to the 2002 presentation.
NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS
During June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 requires that a liability for an asset retirement obligation be recognized in the period incurred at fair value, if a reasonable estimate of fair value can be made. Any associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. We will adopt SFAS No. 143 on January 1, 2003. Management does not believe the adoption of SFAS No. 143 will have a material effect on our consolidated financial statements.
During June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, while under EITF Issue 94-3, a liability for an exit cost as defined in EITF Issue 94-3 was recognized at the date of an entity's commitment to an exit plan. We will adopt SFAS No. 146 on January 1, 2003. Management is in the process of evaluating the effect of the adoption of this new accounting pronouncement on our consolidated financial statements.
NOTE 3: GOODWILL
We adopted SFAS No. 142, "Goodwill and Other Intangible Assets," on January 1, 2002. Goodwill is the excess of cost of an acquired entity over the amounts specifically assigned to assets acquired and liabilities assumed in purchase accounting for business combinations. Effective January 1, 2002, with the adoption of SFAS No. 142, goodwill is no longer amortized. Prior to January 1, 2002 goodwill was being amortized on a straight-line basis, over a period of 35 years. As a result of the adoption of SFAS No. 142, goodwill will be tested for impairment annually, and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired.
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Impairment testing for goodwill is done at a reporting unit level. Currently, we have identified three reporting units (electrovinyls, compounds, and aromatic chemicals) under the criteria set forth by SFAS No. 142. An impairment loss would generally be recognized when the carrying amount of the reporting unit's net assets exceeds the estimated fair value of the reporting unit. Prior to January 1, 2002, goodwill was tested for impairment in a manner consistent with property, plant and equipment and intangible assets with a definite life.
As of January 1, 2002, the carrying value of goodwill was $77.7 million. All $77.7 million in goodwill is assigned to the compounds reporting unit. We performed the goodwill impairment test subsequent to the end of the first quarter of 2002 by comparing the carrying value of the compounds reporting unit (as of December 31, 2001) to fair value and concluded that there has been no impairment of the goodwill of the compounds reporting unit.
Our assessment of goodwill is based on the requirements of SFAS No. 142 which requires management to estimate the fair value of the company. Determination of fair value is dependent upon many factors including management's estimate of future cash flows, appropriate discount rates, identification and evaluation of comparable businesses and amounts paid in market transactions for the sale of comparable businesses. For goodwill, any one of a number of future events could cause us to conclude that impairment indicators exist and that the carrying value of these assets cannot be recovered.
Net income (loss) and earnings (loss) per share for the first quarter of 2002 and 2001, adjusted to include the non-amortization provisions of SFAS 142, net of tax, are as follows:
(In thousands, except per share amounts)
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Three months ended |
Six months ended |
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June 30, 2002 |
June 30, 2001 |
June 30, 2002 |
June 30, 2001 |
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Net income (loss): | ||||||||||||||
Reported net income (loss) | $ | 3,829 | $ | (2,902 | ) | $ | 4,436 | $ | (9,542 | ) | ||||
Goodwill amortization | | 396 | | 792 | ||||||||||
Adjusted net income (loss) | $ | 3,829 | $ | (2,506 | ) | $ | 4,436 | $ | (8,750 | ) | ||||
Three months ended |
Six months ended |
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June 30, 2002 |
June 30, 2001 |
June 30, 2002 |
June 30, 2001 |
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Basic earnings (loss) per share: | ||||||||||||||
Reported net income (loss) | $ | 0.12 | $ | (0.09 | ) | $ | 0.14 | $ | (0.30 | ) | ||||
Goodwill amortization | | 0.01 | | 0.02 | ||||||||||
Adjusted net income (loss) | $ | 0.12 | $ | (0.08 | ) | $ | 0.14 | $ | (0.28 | ) | ||||
Three months ended |
Six months ended |
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June 30, 2002 |
June 30, 2001 |
June 30, 2002 |
June 30, 2001 |
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Diluted earnings (loss) per share: | ||||||||||||||
Reported net income (loss) | $ | 0.12 | $ | (0.09 | ) | $ | 0.014 | $ | (0.30 | ) | ||||
Goodwill amortization | | 0.01 | | 0.02 | ||||||||||
Adjusted net income (loss) | $ | 0.12 | $ | (0.08 | ) | $ | 0.14 | $ | (0.28 | ) | ||||
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NOTE 4: COMPREHENSIVE INCOME (LOSS) INFORMATION
The components of the ending balances of accumulated other comprehensive income are shown as follows:
Accumulated other comprehensive income (loss)net of tax
|
June 30, 2002 |
December 31, 2001 |
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---|---|---|---|---|---|---|---|
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(In thousands) |
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Cumulative interest rate swap valuation to market | $ | (1,195 | ) | $ | (2,363 | ) | |
Additional minimum pension liability | (552 | ) | (552 | ) | |||
Accumulated other comprehensive income (loss) | $ | (1,747 | ) | $ | (2,915 | ) | |
The components of total comprehensive income (loss) are shown as follows:
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Three months ended |
Six months ended |
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June 30, 2002 |
June 30, 2001 |
June 30, 2002 |
June 30, 2001 |
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(In thousands) |
|||||||||||||
Total comprehensive income | ||||||||||||||
Net income (loss) | $ | 3,829 | $ | (2,902 | ) | $ | 4,436 | $ | (9,542 | ) | ||||
Other comprehensive income (loss): | ||||||||||||||
Cumulative interest rate swap valuation to market, net of tax | 426 | 28 | 1,168 | (1,716 | ) | |||||||||
Total comprehensive income (loss) | $ | 4,255 | $ | (2,874 | ) | $ | 5,604 | $ | (11,258 | ) | ||||
NOTE 5: INVENTORIES
The major classes of inventories were as follows:
|
June 30, 2002 |
December 31, 2001 |
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---|---|---|---|---|---|---|
|
(In thousands) |
|||||
Raw materials and supplies | $ | 34,787 | $ | 24,883 | ||
Finished goods | 46,209 | 51,236 | ||||
$ | 80,996 | $ | 76,119 | |||
NOTE 6: CONTINGENCIES
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.
6
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 three 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. The settled cases are in the final processes of being dismissed with prejudice. Negotiations regarding the remaining claims of the three 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, 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 one collateral who have filed suit in state court who have opted not to participate in the class settlement, as well as the three 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.
On July 31, 2000, Georgia Gulf Lake Charles, LLC, received a Complaint, Compliance Order and Notice of Opportunity for a Hearing from the United States Environmental Protection Agency, Region 6 ("EPA"), which arose from an inspection conducted by the EPA at the Lake Charles facility on December 6-8, 1999. The EPA is seeking to assess a fine of $701,605 and to require certain corrective actions to be taken as a result of various alleged violations of the United States Resource Conservation and Recovery Act, including failure to make adequate hazardous waste determinations, failure to adequately characterize wastes before disposal, and failure to obtain permits for operations of alleged hazardous waste facilities.
In July 2001, the Administrative Law Judge assigned to the case consolidated the case with a case the EPA had asserted against CONDEA Vista Company (now Sasol North America Inc.) involving common issues of law and fact. A case management order has been issued and the EPA has filed its prehearing exchange. Procedural motions relating to the prehearing exchange are pending. We believe the EPA's allegations are without merit. In addition to the administrative actions, we are participating in ongoing settlement discussions with the EPA. Under the terms of the asset purchase agreement by which we acquired the Lake Charles VCM plant from CONDEA Vista, we have notified CONDEA Vista of our claim that these potential penalties are properly the responsibility of CONDEA Vista, and we have requested indemnity from CONDEA Vista. We have not received a response to this request.
In July 2002, Georgia Gulf Chemicals and Vinyls LLC reached agreement with the Louisiana Department of Environmental Quality settling alleged noncompliance issues concerning air and water quality provisions of the Louisiana Environmental Quality Act. This agreement is subject to further regulatory approval. The majority of the issues settled were related to failure to fully monitor equipment as required by leak detection and repair regulations and releases in excess of permitted quantities under air and water regulations and applicable permits. Under the terms of the agreement, we will install new capital equipment at an estimated cost of $700,000 at our Plaquemine facility to reduce air emissions within about one year of the finalization of the agreement. We will also pay $400,000 to the Department in four quarterly installments and contribute a total of $275,000 to several local entities to fund beneficial environmental projects over the next year.
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 7: 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,
7
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, |
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|
2002 |
2001 |
2002 |
2001 |
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|
(In thousands) |
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Segment net sales: | ||||||||||||||
Chlorovinyls | $ | 256,653 | $ | 279,254 | $ | 471,420 | $ | 560,373 | ||||||
Aromatics | 51,856 | 58,142 | 97,970 | 145,906 | ||||||||||
Net sales | $ | 308,509 | $ | 337,396 | $ | 569,390 | $ | 706,279 | ||||||
Segment operating income: | ||||||||||||||
Chlorovinyls | $ | 25,221 | $ | 19,392 | $ | 43,285 | $ | 32,578 | ||||||
Aromatics | (5,380 | ) | (5,653 | ) | (6,231 | ) | (9,148 | ) | ||||||
Corporate and general plant services | (978 | ) | (3,979 | ) | (4,377 | ) | (8,956 | ) | ||||||
Total operating income | $ | 18,863 | $ | 9,760 | $ | 32,677 | $ | 14,474 | ||||||
NOTE 8: EARNINGS PER SHARE
There are no adjustments to "Net income (loss)" or "Income (loss) 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, |
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---|---|---|---|---|---|---|---|---|---|
|
2002 |
2001 |
2002 |
2001 |
|||||
|
(In thousands) |
||||||||
Weighted average common sharesbasic | 31,981 | 31,715 | 31,956 | 31,715 | |||||
Plus incremental shares from assumed conversions: | |||||||||
Options | 96 | | 153 | | |||||
Employee stock purchase plan rights | 66 | | 62 | | |||||
Weighted average common sharesdiluted | 32,143 | 31,715 | 32,171 | 31,715 | |||||
NOTE 9: 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.
8
Georgia Gulf Corporation and Subsidiaries
Supplemental Condensed Consolidating Balance Sheet
June 30, 2002
(In thousands)
(Unaudited)
|
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash and cash equivalents | $ | | $ | 8,317 | $ | 3 | $ | | $ | 8,320 | ||||||
Receivables, net | 272,085 | 158,651 | 2,273 | (275,402 | ) | 157,607 | ||||||||||
Inventories | | 80,996 | | | 80,996 | |||||||||||
Prepaid expenses | | 7,137 | | | 7,137 | |||||||||||
Deferred income taxes | | 6,440 | | | 6,440 | |||||||||||
Total current assets | 272,085 | 261,541 | 2,276 | (275,402 | ) | 260,500 | ||||||||||
Property, plant and equipment | 240 | 544,391 | | | 544,631 | |||||||||||
Other assets | 18,528 | 129,384 | | | 147,912 | |||||||||||
Investment in subsidiaries | 154,583 | 2,275 | | (156,858 | ) | | ||||||||||
Total assets | $ | 445,436 | $ | 937,591 | $ | 2,276 | $ | (432,260 | ) | $ | 953,043 | |||||
Current portion of long-term debt | $ | | $ | 18,030 | $ | | $ | | $ | 18,030 | ||||||
Account payable | 6,009 | 383,168 | 1 | (275,402 | ) | 113,776 | ||||||||||
Interest payable | 4,942 | 145 | | | 5,087 | |||||||||||
Accrued compensation | | 8,672 | | | 8,672 | |||||||||||
Other accrued liabilities | 6,752 | 11,195 | | | 17,947 | |||||||||||
Total current liabilities | 17,703 | 421,210 | 1 | (275,402 | ) | 163,512 | ||||||||||
Long-term debt, net of current portion | 328,580 | 236,330 | | | 564,910 | |||||||||||
Deferred income taxes | | 125,467 | | | 125,467 | |||||||||||
Stockholders' equity | 99,153 | 154,583 | 2,275 | (156,858 | ) | 99,154 | ||||||||||
Total liabilities and stockholders' equity | $ | 445,436 | $ | 937,591 | $ | 2,276 | $ | (432,260 | ) | $ | 953,043 | |||||
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Georgia Gulf Corporation and Subsidiaries
Supplemental Condensed Consolidating Balance Sheet
December 31, 2001
(In thousands)
|
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash and cash equivalents | $ | | $ | 10,020 | $ | 10 | $ | | $ | 10,030 | ||||||
Receivables, net | 291,277 | 129,029 | 2,273 | (294,719 | ) | 127,860 | ||||||||||
Inventories | | 76,119 | | | 76,119 | |||||||||||
Prepaid expenses | 2,696 | 3,662 | | | 6,358 | |||||||||||
Deferred income taxes | | 7,097 | | | 7,097 | |||||||||||
Total current assets | 293,973 | 225,927 | 2,283 | (294,719 | ) | 227,464 | ||||||||||
Property, plant and equipment, net | 287 | 568,161 | | | 568,448 | |||||||||||
Other assets | 16,106 | 130,803 | | | 146,909 | |||||||||||
Investment in subsidiaries | 140,108 | 2,275 | | (142,383 | ) | | ||||||||||
Total assets | $ | 450,474 | $ | 927,166 | $ | 2,283 | $ | (437,102 | ) | $ | 942,821 | |||||
Current portion of long-term debt | $ | | $ | 38,677 | $ | | $ | | $ | 38,677 | ||||||
Accounts payable | 5,979 | 360,079 | 6 | (294,719 | ) | 72,984 | ||||||||||
Interest payable | 4,894 | 52 | | | 4,946 | |||||||||||
Accrued compensation | | 6,379 | | | 6,379 | |||||||||||
Other accrued liabilities | 6,909 | 10,009 | | | 16,918 | |||||||||||
Total current liabilities | 17,782 | 415,196 | 6 | (294,719 | ) | 139,904 | ||||||||||
Long-term debt, net of current portion | 336,059 | 249,356 | | | 585,415 | |||||||||||
Deferred income taxes | | 120,868 | | | 120,868 | |||||||||||
Stockholders' equity | 96,634 | 141,746 | 2,277 | (142,383 | ) | 96,634 | ||||||||||
Total liabilities and stockholders' equity | $ | 450,474 | $ | 927,166 | $ | 2,283 | $ | (437,102 | ) | $ | 942,821 | |||||
10
Georgia Gulf Corporation and Subsidiaries
Supplemental Condensed Consolidating Income Statement
Three Months Ended June 30, 2002
(In thousands)
(Unaudited)
|
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net sales | $ | 2,595 | $ | 308,509 | $ | | $ | (2,595 | ) | $ | 308,509 | ||||||
Operating costs and expenses: | |||||||||||||||||
Cost of sales | | 280,550 | | | 280,550 | ||||||||||||
Selling, general and administrative expenses | 2,479 | 9,211 | 1 | (2,595 | ) | 9,096 | |||||||||||
Total operating costs and expenses | 2,479 | 289,761 | 1 | (2,595 | ) | 289,646 | |||||||||||
Operating income (loss) | 116 | 18,748 | (1 | ) | | 18,863 | |||||||||||
Other income (expense): | |||||||||||||||||
Interest expense, net | (7,771 | ) | (5,108 | ) | | | (12,779 | ) | |||||||||
Equity in income (loss) of subsidiaries | 8,728 | | | (8,728 | ) | | |||||||||||
Income (loss) before taxes | 1,073 | 13,640 | (1 | ) | (8,728 | ) | 5,984 | ||||||||||
Provision (benefit) for income taxes | (2,756 | ) | 4,911 | | | 2,155 | |||||||||||
Net income (loss) | $ | 3,829 | $ | 8,729 | $ | (1 | ) | $ | (8,728 | ) | $ | 3,829 | |||||
11
Georgia Gulf Corporation and Subsidiaries
Supplemental Condensed Consolidating Income Statement
Six Months Ended June 30, 2002
(In thousands)
(Unaudited)
|
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net sales | $ | 5,190 | $ | 569,390 | $ | | $ | (5,190 | ) | $ | 569,390 | ||||||
Operating costs and expenses: | |||||||||||||||||
Cost of sales | | 516,179 | | | 516,179 | ||||||||||||
Selling, general and administrative expenses | 5,205 | 20,517 | 2 | (5,190 | ) | 20,534 | |||||||||||
Total operating costs and expenses | 5,205 | 536,696 | 2 | (5,190 | ) | 536,713 | |||||||||||
Operating income | (15 | ) | 32,694 | (2 | ) | | 32,677 | ||||||||||
Other income (expense): | |||||||||||||||||
Interest expense, net | (15,671 | ) | (10,076 | ) | | | (25,747 | ) | |||||||||
Equity in income (loss) of subsidiaries | 14,475 | | | (14,475 | ) | | |||||||||||
Income (loss) before taxes | (1,211 | ) | 22,618 | (2 | ) | (14,475 | ) | 6,930 | |||||||||
Provision (benefit) for income taxes | (5,647 | ) | 8,141 | | | 2,494 | |||||||||||
Net income (loss) | $ | 4,436 | $ | 14,477 | $ | (2 | ) | $ | (14,475 | ) | $ | 4,436 | |||||
12
Georgia Gulf Corporation and Subsidiaries
Supplemental Condensed Consolidating Income Statement
Three Months Ended June 30, 2001
(In thousands)
(Unaudited)
|
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net sales | $ | 2,595 | $ | 337,534 | $ | 1,423 | $ | (4,156 | ) | $ | 337,396 | ||||||
Operating costs and expenses: | |||||||||||||||||
Cost of sales | | 316,674 | | | 316,674 | ||||||||||||
Selling, general and administrative expenses | 2,277 | 11,799 | 1,042 | (4,156 | ) | 10,962 | |||||||||||
Total operating costs and expenses | 2,277 | 328,473 | 1,042 | (4,156 | ) | 327,636 | |||||||||||
Operating income | 318 | 9,061 | 381 | | 9,760 | ||||||||||||
Other (expense) income: | |||||||||||||||||
Interest expense, net | (8,072 | ) | (6,219 | ) | | | (14,291 | ) | |||||||||
Equity in (loss) income of subsidiaries | 2,061 | 255 | | (2,316 | ) | | |||||||||||
(Loss) income before taxes | (5,693 | ) | 3,097 | 381 | (2,316 | ) | (4,531 | ) | |||||||||
(Benefit) provision for income taxes | (2,791 | ) | 1,019 | 143 | | (1,629 | ) | ||||||||||
Net (loss) income | $ | (2,902 | ) | $ | 2,078 | $ | 238 | $ | (2,316 | ) | $ | (2,902 | ) | ||||
13
Georgia Gulf Corporation and Subsidiaries
Supplemental Condensed Consolidating Income Statement
Six Months Ended June 30, 2001
(In thousands)
(Unaudited)
|
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net sales | $ | 5,190 | $ | 706,564 | $ | 3,365 | $ | (8,840 | ) | $ | 706,279 | ||||||
Operating costs and expenses: | |||||||||||||||||
Cost of sales | | 668,201 | | | 668,201 | ||||||||||||
Selling, general and administrative expenses | 4,446 | 25,645 | 2,353 | (8,840 | ) | 23,604 | |||||||||||
Total operating costs and expenses | 4,446 | 693,846 | 2,353 | (8,840 | ) | 691,805 | |||||||||||
Operating income | 744 | 12,718 | 1,012 | | 14,474 | ||||||||||||
Other (expense) income: | |||||||||||||||||
Interest expense, net | (16,160 | ) | (13,220 | ) | | | (29,380 | ) | |||||||||
Equity in (loss) income of subsidiaries | 325 | 659 | | (984 | ) | | |||||||||||
(Loss) income before taxes | (15,091 | ) | 157 | 1,012 | (984 | ) | (14,906 | ) | |||||||||
(Benefit) provision for income taxes | (5,549 | ) | (185 | ) | 370 | | (5,364 | ) | |||||||||
Net (loss) income | $ | (9,542 | ) | $ | 342 | $ | 642 | $ | (984 | ) | $ | (9,542 | ) | ||||
14
Georgia Gulf Corporation and Subsidiaries
Supplemental Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2002
(In thousands)
(Unaudited)
|
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash flows from operating activities: | ||||||||||||||||||
Net income (loss) | $ | 4,436 | $ | 14,477 | $ | (2 | ) | $ | (14,475 | ) | $ | 4,436 | ||||||
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||||||||||||||||||
Depreciation and amortization | 650 | 33,829 | | | 34,479 | |||||||||||||
Provision for deferred income taxes | | 5,256 | | 5,256 | ||||||||||||||
Equity in net income of subsidiaries | (14,475 | ) | | | 14,475 | | ||||||||||||
Tax benefit related to stock plans | 355 | | | | 355 | |||||||||||||
Change in operating assets, liabilities and other | 20,380 | (13,059 | ) | (5 | ) | | 7,316 | |||||||||||
Net cash provided by (used in) continuing operations | 11,346 | 40,503 | (7 | ) | | 51,842 | ||||||||||||
Cash flows from investing activities: | ||||||||||||||||||
Capital expenditures | | (8,534 | ) | | | (8,534 | ) | |||||||||||
Cash flows from financing activities: | ||||||||||||||||||
Long-term debt proceeds | 522 | 5,500 | | | 6,022 | |||||||||||||
Long-term debt payments | (8,000 | ) | (39,172 | ) | | | (47,172 | ) | ||||||||||
Proceeds from issuance of common stock | 1,259 | | | | 1,259 | |||||||||||||
Dividends paid | (5,127 | ) | | | | (5,127 | ) | |||||||||||
Net cash used in financing activities | (11,346 | ) | (33,672 | ) | | | (45,018 | ) | ||||||||||
Net change in cash and cash equivalents | | (1,703 | ) | (7 | ) | | (1,710 | ) | ||||||||||
Cash and cash equivalents at beginning of period | | 10,020 | 10 | | 10,030 | |||||||||||||
Cash and cash equivalents at end of period | $ | | $ | 8,317 | $ | 3 | $ | | $ | 8,320 | ||||||||
15
Georgia Gulf Corporation and Subsidiaries
Supplemental Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2001
(In thousands)
(Unaudited)
|
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash flows from operating activities: | |||||||||||||||||
Net (loss) income | $ | (9,542 | ) | $ | 342 | $ | 642 | $ | (984 | ) | $ | (9,542 | ) | ||||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||||||||||||||
Depreciation and amortization | 708 | 35,187 | 47 | | 35,942 | ||||||||||||
Provision for deferred income taxes | | 5,000 | | | 5,000 | ||||||||||||
Equity in net income of subsidiaries | (325 | ) | (659 | ) | | 984 | | ||||||||||
Change in operating assets, liabilities and other | 12,179 | (28,313 | ) | 788 | | (15,346 | ) | ||||||||||
Net cash (used in) provided by continuing operations | 3,020 | 11,557 | 1,477 | | 16,054 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||
Capital expenditures | | (13,590 | ) | | | (13,590 | ) | ||||||||||
Dividends received from subsidiary | 1,524 | | | (1,524 | ) | | |||||||||||
Net cash provided by (used in) investing activities | 1,524 | (13,590 | ) | | (1,524 | ) | (13,590 | ) | |||||||||
Cash flows from financing activities: | |||||||||||||||||
Long-term debt proceeds | 519 | 8,450 | | | 8,969 | ||||||||||||
Long-term debt payments | | (3,788 | ) | | | (3,788 | ) | ||||||||||
Proceeds from issuance of common stock | 11 | | | | 11 | ||||||||||||
Dividends paid | (5,074 | ) | | (1,524 | ) | 1,524 | (5,074 | ) | |||||||||
Net cash (used in) provided by financing activities | (4,544 | ) | 4,662 | (1,524 | ) | 1,524 | 118 | ||||||||||
Net change in cash and cash equivalents | | 2,629 | (47 | ) | | 2,582 | |||||||||||
Cash and cash equivalents at beginning of period | | 1,982 | 60 | | 2,042 | ||||||||||||
Cash and cash equivalents at end of period | $ | | $ | 4,611 | $ | 13 | $ | | $ | 4,624 | |||||||
16
NOTE 10: SUBSEQUENT EVENTS
On August 9, 2002, we entered into an Amended and Restated Credit Agreement ("the Amendment") dated as of August 9, 2002, amending the Senior Credit Agreement dated as of November 12, 1999, as amended by Amendment No. 1 dated as of April 17, 2000, and Amendment No. 2 dated as of June 30, 2001. The Amendment creates a new $250 million Tranche C Term Loan. The Tranche C Term Loan was used to repay our existing $54.5 million Tranche A Term Loan and $194.4 million Tranche B Term Loan, which were due November 12, 2005, and November 12, 2006. The new Tranche C Term Loan results in overall lower interest expense, delays the required principal payments, and matures May 12, 2007 or May 12, 2009 if the $100 million 75/8% senior notes and the $200 million 103/8% senior subordinated notes are refinanced and contains less stringent debt covenants regarding the leverage ratio and the interest coverage ratio. We were required to pay an arrangement fee equal to .375 percent of the Tranche C Term Loan and an amendment fee equal to .10 percent of the revolving facility.
17
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations.
Georgia Gulf manufactures and markets products through two highly integrated lines categorized into chlorovinyls and aromatic chemicals. Our chlorovinyl products include chlorine, caustic soda, vinyl chloride monomer ("VCM"), and vinyl resins and compounds; our primary aromatic chemical products include cumene, phenol and acetone.
Three Months Ended June 30, 2002 Compared with Three Months Ended June 30, 2001
Net Sales. Net sales for the quarter ended June 30, 2002 were $308.5 million, a decrease of 9 percent compared to $337.4 million for the same period in 2001. This decrease was due to a lower overall average selling price of 9 percent, largely attributable to the vinyls business. Sales volumes for the quarter were relatively flat.
Net sales of chlorovinyls for the second quarter of 2002 were $256.7 million, 8 percent lower than net sales for the second quarter of 2001 of $279.3 million. This reduction was the result of a 9 percent decrease in sales prices on relatively flat volumes. The lower sales prices were largely attributable to caustic soda and vinyl resins. Vinyl resin's sales volume increase of 49 percent was offset by decreases in VCM and caustic soda.
Net sales of aromatics for the second quarter of 2002 were $51.9 million, a decrease of 11 percent compared to $58.1 million for the same period in 2001. This decrease was mainly a result of a 10 percent drop in sales prices. Sales volumes for aromatics were also relatively flat.
Cost of Sales. Cost of sales for the second quarter of 2002 was $280.6 million, a decrease of 11 percent compared to $316.7 million for the second quarter of 2001. The primary reasons for this decrease were lower prices for ethylene and natural gas. As a percentage of sales, cost of sales decreased to 91 percent in the second quarter of 2002 compared to 94 percent in the second quarter of 2001. This decrease reflected lower prices for ethylene and natural gas.
Selling and Administrative Expenses. Selling and administrative expenses were $9.1 million for the three months ended June 30, 2002, a decrease of 17 percent from the same period in 2001. This decrease is primarily attributable to the benefit from a lawsuit recovery of approximately $1.7 million.
Operating Income. Operating income in the second quarter of 2002 was $18.9 million, an increase of 93 percent compared to $9.8 million in the second quarter of 2001. This increase was the result of greater operating income in chlorovinyls and a decreased operating loss in aromatics. As a percentage of net sales, operating profit increased to 6 percent of net sales in the second quarter of 2002 compared to 3 percent for the same period in 2001. This increase in operating profit as a percentage of net sales was the result of higher sales volumes and lower raw materials costs for vinyl resins which, together with lower natural gas costs, more than offset lower sales prices for most products.
Our chlorovinyls operating profit for the second quarter of 2002 was $25.2 million, an increase of 30 percent compared to $19.4 million for the same period in 2001. The most significant factors in this increase are the higher sales volumes for vinyl resins and compounds which, together with lower ethylene and natural gas costs, more than offset lower sales prices for vinyl resins and caustic soda.
Our aromatics operating loss for the second quarter of 2002 was $5.4 million, a decrease of 5 percent compared to an operating loss of $5.7 million in the second quarter 2001. Although sales prices decreased more than raw materials costs, production costs were lower as a result of the temporary shutdown of the Pasadena phenol plant.
18
Net Interest Expense. Interest expense decreased to $12.9 million for the quarter ended June 30, 2002 compared with $14.3 million for the same period in 2001. This decrease was primarily attributable to lower long-term debt balances and lower interest rates.
Provision (benefit) for Income Taxes. The provision for income taxes was $2.2 million for the second quarter of 2002 compared to a benefit of $1.6 million for the second quarter of 2001. The provision for income taxes was primarily attributable to the net income generated for the quarter compared to a net loss for the same period in 2001. Our effective tax rate was 36 percent for both quarters.
Net Income (loss). Net income for the three months ended June 30, 2002 was $3.8 million, compared to a net loss of $2.9 million for the three months ended June 30, 2001. This was due to the factors discussed above.
Six Months Ended June 30, 2002 Compared with Six Months Ended June 30, 2001
Net Sales. For the six months ended June 30, 2002, net sales were $569.4 million, a decrease of 19 percent compared to $706.3 million for the same period in 2001. This decrease was due to a 5 percent decrease in sales volumes and 15 percent lower overall average selling prices, the most significant of which were vinyl resins and caustic soda.
For the six months ended June 30, 2002 and June 30, 2001, no single customer accounted for more than 10 percent of our sales on a consolidated basis.
Net sales of chlorovinyls for the first half of 2002 were $471.4 million, 16 percent lower than net sales for first half of 2001 of $560.4 million. This decrease was due primarily to lower average selling prices for vinyl resins and caustic soda.
Net sales of aromatics for the first half of 2002 were $98.0 million, a decrease of 33 percent compared to $145.9 million for the same period in 2001. This decrease was primarily the result of a 17 percent decrease in sales volumes and a 19 percent decrease in average selling prices.
Cost of Sales. Cost of sales for the first half of 2002 was $516.2 million; a decrease of 23 percent compared to $668.2 million for the first half of 2001. The primary reasons for this decrease were lower prices for energy and ethylene. As a percentage of sales, cost of sales decreased to 91 percent in the first half of 2002 compared to 95 percent in the first half of 2001. This decrease reflected lower prices for energy and ethylene.
Selling and Administrative Expenses. Selling and administrative expenses were $20.5 million for the six months ended June 30, 2002, a decrease of 13 percent from the same period in 2001. This decrease is primarily attributable to the benefit from a lawsuit recovery of approximately $1.7 million in 2002.
Operating Income. Operating income in the first six months of 2002 was $32.7 million, an increase of 126 percent compared to $14.5 million in the first six months of 2001. Higher operating income in chlorovinyls was the primary factor in the increase. As a percentage of net sales, operating profit increased to 6 percent of net sales in the first six months of 2002 compared to 2 percent for the same period in 2001 as a result of decreased energy costs and raw materials costs and increased vinyl resins sales volume outpacing decreases in average sales prices.
Our chlorovinyls operating profit for the first six months of 2002 was $43.3 million, an increase of 33 percent compared to $32.6 million for the same period in 2001. The most significant factors in this increase are decreases in ethylene and natural gas costs and an increase in vinyl sales volumes, which more than offset lower prices for all products, most significantly for vinyl resins and caustic soda.
Our aromatics operating loss for the first six months of 2002 was $6.2 million, a $2.9 million improvement compared to an operating loss of $9.1 million in the first six months of 2001. This
19
improvement was a result of lower aromatics raw materials and natural gas costs and lower production costs as a result of the temporary shutdown of the Pasadena phenol plant, which were partially offset by lower aromatics sales prices.
Net Interest Expense. Interest expense for the first half of 2002 was $25.7 million compared with $29.4 million for the same period in 2001. This decrease was primarily attributable to lower overall debt balances and lower interest rates.
Provision (benefit) for Income Taxes. The provision for income taxes was $2.5 million for the first six months of 2002 compared to a benefit of $5.4 million for the same period of 2001. The provision for income taxes was primarily attributable to the net income generated for the first half of 2002 compared to a net loss generated for the first six months of 2001.
Net Income (loss). Net income for the first half of 2002 was $4.4 million, a $14.0 million improvement over the first half of 2001. This was due to the factors discussed above.
20
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended June 30, 2002, we generated $51.8 million in cash flow from operating activities as compared to $16.0 million generated during the same period in 2001. The major sources of cash flow for the first half of 2002 were net income of $4.4 million, the non-cash provision of $34.5 million for depreciation and amortization, and the provision for deferred income taxes of $5.3 million. Total working capital at June 30, 2002 was $97.0 million versus $87.6 million at December 31, 2001. Significant changes in working capital for the first half of 2002 included an increase in accounts receivable, higher inventories and an increase in accounts payable. The increase in accounts receivable was primarily attributable to the increase in net sales during the six months ended June 30, 2002. Inventories increased as a result of higher raw materials prices. Increases in accounts payable were attributable to the timing of certain payments and higher trade payable balances related to increased raw materials prices. The key factors in the decrease in working capital for the first half of 2001 were a decrease in accounts receivable due to a decrease in net sales and lower inventory values as a result of lower raw materials prices and quantities.
Debt decreased by $41.2 million during the six months ended June 30, 2002 to $582.9 million. As of June 30, 2002, we had availability to borrow an additional $81.3 million under the revolving credit facility. Capital expenditures for the six months ended June 30, 2002 were $8.5 million as compared to $13.6 million for the same 2001 period. Capital expenditures for 2002 are being directed toward certain environmental projects and increased efficiency of existing operations. We estimate total capital expenditures for 2002 will be less than $25 million.
We declared dividends of $0.16 per share or $5.1 million during the first six months of 2002.
On August 9, 2002, we entered into an Amended and Restated Credit Agreement ("the Amendment") dated as of August 9, 2002, amending the Senior Credit Agreement dated as of November 12, 1999, as amended by Amendment No. 1 dated as of April 17, 2000, and Amendment No. 2 dated as of June 30, 2001. The Amendment creates a new $250 million Tranche C Term Loan. The Tranche C Term Loan was used to repay our existing $54.5 million Tranche A Term Loan and $194.4 million Tranche B Term Loan which were due November 12, 2005, and November 12, 2006. The new Tranche C Term Loan results in overall lower interest expense, delays the required principal payments, and matures May 12, 2007 or May 12, 2009 if the $100 million 75/8% senior notes and the $200 million 103/8% senior subordinated notes are refinanced and contains less stringent debt covenants regarding the leverage ratio and the interest coverage ratio. We were required to pay an arrangement fee equal to .375 percent of the sum of the Tranche C Term Loan and an amendment fee equal to .10 percent of the revolving facility.
Under our senior credit facility and the indentures related to the 75/8 percent notes and the 103/8 percent notes, we are subject to certain restrictive covenants, the most significant of which require us to maintain certain financial ratios. Our ability to meet these covenants, satisfy our debt obligations and to pay principal and interest on our debt, fund working capital, and make anticipated capital expenditures will depend on our future performance, which is subject to general macroeconomic conditions and other factors, some of which are beyond our control. Management believes that based on current and projected levels of operations and conditions in our markets, cash flow from operations, together with our cash and cash equivalents of $8.3 million, and the availability to borrow an additional $81.3 million under the revolving credit facility, at June 30, 2002, will be adequate for the foreseeable future to make required payments of principal and interest on our debt, meet certain restrictive covenants which require us to maintain certain financial ratios, and fund our working capital and capital expenditure requirements. However, if the economic recovery does not continue as we anticipate, we may not be able to meet certain restrictive covenants and maintain compliance with certain financial ratios. In that event we would attempt to obtain waivers or covenant relief from our lenders. Although we have
21
successfully negotiated covenant relief in the past, there can be no assurance we can do so in the future.
Georgia Gulf Corporation conducts its business operations through its wholly owned subsidiaries as reflected in the consolidated financial statements. As Georgia Gulf Corporation is essentially a holding company, it must rely on distributions, loans and other intercompany cash flows from its wholly owned subsidiaries to generate the funds necessary to satisfy the repayment of its existing debt. Provisions in the senior credit facility limit payments of dividends, distributions, loans or advances to Georgia Gulf Corporation by its subsidiaries.
Prices and volumes increased from the first quarter to the second quarter for vinyl resins, which helped mitigate the impact of the deterioration in aromatics sales. While energy prices rose in the second quarter, they have trended lower early in the third quarter. As we enter the third quarter, we anticipate the continued improvement in chlorovinyls will more than offset the continued losses in aromatics. The current economic forecast is for the economy to continue to recover. Should this occur, we expect that our third quarter earnings will be positively impacted when compared to the second quarter.
This Form 10-Q and other communications to stockholders may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, our outlook for future periods, supply and demand, pricing trends and market forces within the chemical industry, cost reduction strategies and their results, planned capital expenditures, long-term objectives of management and other statements of expectations concerning matters that are not historical facts. Predictions of future results contain a measure of uncertainty and, accordingly, actual results could differ materially due to various factors. Factors that could change forward-looking statements are, among others:
A number of these factors are discussed in this Form 10-Q and in our other periodic filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2001.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
For a discussion of certain market risks related to Georgia Gulf, see Part I, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk", in our Annual Report on Form 10-K for the year ended December 31, 2001. There have been no significant developments with respect to our exposure to market risk except for the change in the fair value of interest rate swaps disclosed in Note 4 to the financial statements included herein.
22
In July 2002, Georgia Gulf Chemicals and Vinyls LLC reached agreement with the Louisiana Department of Environmental Quality settling alleged noncompliance issues concerning air and water quality provisions of the Louisiana Environmental Quality Act. This agreement is subject to further regulatory approval. The majority of the issues settled were related to failure to fully monitor equipment as required by leak detection and repair regulations and releases in excess of permitted quantities under air and water regulations and applicable permits. Under the terms of the agreement, we will install new capital equipment at an estimated cost of $700,000 at our Plaquemine facility to reduce air emissions within about one year of the finalization of the agreement. We will also pay $400,000 to the Department in four quarterly installments and contribute a total of $275,000 to several local entities to fund beneficial environmental projects over the next year.
In addition, we are involved in certain legal proceedings that are described in our 2001 Annual Report on Form 10-K and our quarterly report on Form 10-Q for the period ending March 31, 2002. During the three months ended June 30, 2002, there were no material developments in the status of those legal proceedings that have not been previously disclosed in our 2001 Annual Report on Form 10-K or in our quarterly report on Form 10-Q for the period ending March 31, 2002.
Item 4. Submission of Matters to a Vote of Security Holders
The Company's annual meeting of stockholders was held May 21, 2002 in Atlanta, Georgia for the following purposes: (i) to elect three directors to serve for a term of three years; (ii) to consider and take action upon the approval and adoption of the 2002 Equity and Performance Incentive Plan.
The results of the voting by stockholders at the annual meeting were as follows:
Directors |
For |
Withheld |
Broker Non-Votes or abstentions |
|||
---|---|---|---|---|---|---|
John E. Akitt | 29,694,541 | 523,750 | 0 | |||
Ruth I. Dreessen | 29,696,268 | 522,023 | 0 | |||
Charles T. Harris | 29,698,844 | 519,447 | 0 |
In addition, the terms of the following directors continued after the meeting:
Edward
A. Schmitt (Chairman of the Board of Directors)
Jerry R. Satrum
John D. Bryan
Dennis M. Chorba
Patrick J. Fleming
The approval and adoption of the 2002 Equity and Performance Incentive Plan was ratified by the following votes:
For |
Against |
Abstain |
Broker Non-Votes |
|||
---|---|---|---|---|---|---|
25,042,527 | 5,158,224 | 17,539 | 0 |
23
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
10.1 | Amended and Restated Credit Agreement dated as of August 9, 2002, amending the Credit Agreement dated as of November 12, 1999, as amended by Amendment No. 1 dated as of April 17, 2000 and Amendment No. 2 dated as of June 30, 2001, among Georgia Gulf Corporation, the Eligible Subsidiaries party thereto, the Lenders party thereto and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Administrative Agent. | |
99.1 | Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
99.2 | Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
b) The following Current Report on Form 8-K was filed during the second quarter of 2002:
Current Report on Form 8-K dated and filed on May 21, 2002, for the purpose of reporting, under Item 4, Georgia Gulf's change in certifying accountant from Arthur Andersen LLP to Deloitte & Touche LLP.
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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.
GEORGIA GULF CORPORATION (Registrant) |
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Date August 13, 2002 |
/s/ EDWARD A. SCHMITT Edward A. Schmitt President and Chief Executive Officer (Principal Executive Officer) |
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Date August 13, 2002 |
/s/ RICHARD B. MARCHESE Richard B. Marchese Vice President Finance, Chief Financial Officer and Treasurer (Principal Financial Officer) |
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