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 March 31, 2003 |
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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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). 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 April 30, 2003 |
|
---|---|---|
Common Stock, $0.01 par value | 32,429,649 |
GEORGIA GULF CORPORATION FORM 10-Q
QUARTERLY PERIOD ENDED MARCH 31, 2003
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 March 31, 2003 and December 31, 2002 | 3 | |||
Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2003 and 2002 | 4 | |||
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 | 5 | |||
Notes to Condensed Consolidated Financial Statements as of March 31, 2003 | 6 | |||
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 | |||
Item 4. Controls and Procedures | 22 | |||
PART II. OTHER INFORMATION | ||||
Item 1. Legal Proceedings | 22 | |||
Item 6. Exhibits and Reports on Form 8-K | 22 | |||
SIGNATURES | 23 | |||
CERTIFICATIONS | 24 |
2
PART I. FINANCIAL INFORMATION.
GEORGIA GULF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
|
March 31, 2003 |
December 31, 2002 |
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---|---|---|---|---|---|---|---|
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(unaudited) |
|
|||||
ASSETS | |||||||
Cash and cash equivalents | $ | 3,777 | $ | 8,019 | |||
Receivables, net of allowance for doubtful accounts of $1,446 in 2003 and $1,785 in 2002 | 118,181 | 59,603 | |||||
Inventories | 122,322 | 114,575 | |||||
Prepaid expenses | 9,257 | 10,393 | |||||
Deferred income taxes | 6,500 | 5,657 | |||||
Total current assets | 260,037 | 198,247 | |||||
Property, plant and equipment, net | 511,430 | 521,326 | |||||
Goodwill | 77,720 | 77,720 | |||||
Other assets | 80,455 | 78,266 | |||||
Total assets | $ | 929,642 | $ | 875,559 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|||||||
Current portion of long-term debt | $ | 600 | $ | 600 | |||
Accounts payable | 140,609 | 107,943 | |||||
Interest payable | 11,804 | 4,650 | |||||
Accrued compensation | 8,551 | 14,325 | |||||
Other accrued liabilities | 9,736 | 12,733 | |||||
Total current liabilities | 171,300 | 140,251 | |||||
Long-term debt, net of current portion | 503,086 | 476,386 | |||||
Deferred income taxes | 126,237 | 126,250 | |||||
Other non-current liabilities | 7,098 | 6,872 | |||||
Stockholders' equity | 121,921 | 125,800 | |||||
Total liabilities and stockholders' equity | $ | 929,642 | $ | 875,559 | |||
Common shares outstanding | 32,431 | 32,319 | |||||
See notes to condensed consolidated financial statements.
3
GEORGIA GULF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
|
Three Months Ended March 31, |
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2003 |
2002 |
|||||||
Net sales | $ | 364,010 | $ | 260,881 | |||||
Operating costs and expenses | |||||||||
Cost of sales | 342,826 | 235,628 | |||||||
Selling, general and administrative expenses | 13,907 | 11,439 | |||||||
Total operating costs and expenses | 356,733 | 247,067 | |||||||
Operating income | 7,277 | 13,814 | |||||||
Interest, net | (9,892 | ) | (12,867 | ) | |||||
(Loss) income before income taxes | (2,615 | ) | 947 | ||||||
(Benefit) provision (from) for income taxes | (941 | ) | 339 | ||||||
Net (loss) income | $ | (1,674 | ) | $ | 608 | ||||
(Loss) earnings per share: | |||||||||
Basic | $ | (0.05 | ) | $ | 0.02 | ||||
Diluted | $ | (0.05 | ) | $ | 0.02 | ||||
Weighted average common shares: | |||||||||
Basic | 32,210 | 31,946 | |||||||
Diluted | 32,210 | 32,142 |
See notes to condensed consolidated financial statements.
4
GEORGIA GULF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
Three Months Ended March 31, |
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2003 |
2002 |
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Cash flows from operating activities: | |||||||||
Net (loss) income | $ | (1,674 | ) | $ | 608 | ||||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||
Depreciation and amortization | 16,193 | 17,276 | |||||||
Deferred income taxes | (857 | ) | (262 | ) | |||||
Tax benefit related to stock plans | 179 | 215 | |||||||
Change in operating assets, liabilities and other | (36,979 | ) | 326 | ||||||
Net cash (used in) provided by operating activities | (23,138 | ) | 18,163 | ||||||
Cash flows used in investing activities: | |||||||||
Capital expenditures | (5,122 | ) | (3,939 | ) | |||||
Cash flows from financing activities: | |||||||||
Long-term debt proceeds | 36,700 | 522 | |||||||
Long-term debt payments | (10,000 | ) | (14,159 | ) | |||||
Proceeds from issuance of common stock | 8 | 832 | |||||||
Purchase and retirement of common stock | (96 | ) | | ||||||
Dividends paid | (2,594 | ) | (2,560 | ) | |||||
Net cash provided by (used in) financing activities | 24,018 | (15,365 | ) | ||||||
Net change in cash and cash equivalents | (4,242 | ) | (1,141 | ) | |||||
Cash and cash equivalents at beginning of period | 8,019 | 10,030 | |||||||
Cash and cash equivalents at end of period | $ | 3,777 | $ | 8,889 | |||||
See notes to condensed consolidated financial statements.
5
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. Certain amounts in the 2002 financial statements have been reclassified to conform to the 2003 presentation. Our operating results for the three-month period ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.
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 5, 2003. That report includes a summary of our critical accounting policies on pages 27 and 28. There have been no material changes in the accounting policies followed by us during fiscal year 2003.
NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS
In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation (FIN) No. 46 "Consolidation of Variable Interest Entitiesan Interpretation of Accounting Research Bulletin No. 51." FIN No. 46 addresses consolidation by business enterprises where equity investors do not bear the residual economic risks and rewards. The underlying principle behind FIN No. 46 is that if a business enterprise has the majority financial interest in an entity, which is defined in FIN No. 46 as a variable interest entity, the assets, liabilities and results of the activities of the variable interest entity should be included in consolidated financial statements with those of the business enterprise. Companies are required to apply the provisions of FIN No. 46 prospectively for all variable interest entities created after January 31, 2003 and with respect to variable interest entities existing at January 31, 2003, FIN No. 46 is applicable in the third quarter of 2003. We believe the provisions of FIN No. 46 will not have a material effect on our financial position or results of operations.
NOTE 3: INVENTORIES
The major classes of inventories were as follows:
|
March 31, 2003 |
December 31, 2002 |
||||
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(In thousands) |
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Raw materials and supplies | $ | 44,722 | $ | 38,578 | ||
Finished goods | 77,600 | 75,997 | ||||
$ | 122,322 | $ | 114,575 | |||
6
NOTE 4: OTHER ASSETS
Other assets, net of accumulated amortization, consisted of the following:
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March 31, 2003 |
December 31, 2002 |
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(In thousands) |
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Advances and deposits for long-term purchase contracts | $ | 41,234 | $ | 40,798 | ||
Debt issuance costs | 10,523 | 11,400 | ||||
Other | 28,698 | 26,068 | ||||
Other assets | $ | 80,455 | $ | 78,266 | ||
Debt issuance costs amortized as interest expense during the first three months of 2003 and 2002 were $898,000 and $755,000, respectively.
NOTE 5: COMMITMENTS AND CONTINGENCIES
Legal ProceedingsGeorgia 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.
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 two 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 two 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 two 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.
7
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 6: LONG-TERM DEBT
Long-term debt consisted of the following:
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March 31, 2003 |
December 31, 2002 |
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(In thousands) |
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Senior credit facility | |||||||
Revolving credit facility | $ | 26,850 | $ | | |||
Tranche C term loan | 149,630 | 149,780 | |||||
75/8% notes due 2005 | 100,000 | 100,000 | |||||
103/8% notes due 2007 | 200,000 | 200,000 | |||||
Other | 27,206 | 27,206 | |||||
Total debt | 503,686 | 476,986 | |||||
Less current portion | 600 | 600 | |||||
Long-term debt | $ | 503,086 | $ | 476,386 | |||
NOTE 7: STOCK-BASED COMPENSATION
Restricted Stock We granted restricted stock awards for 117,000 shares of our common stock during the first quarter of 2003 to key employees of the company. The grant date fair value per share of restricted stock granted during the first quarter of 2003 was $18.85. The restricted shares vest over a three-year period. Compensation expense, net of tax, for the first quarter of 2003 and 2002 vesting of all restricted stock awards were $193,000 and $113,000, respectively. The unamortized costs of unvested restricted stock awards of $4,009,000 at March 31, 2003 are included in stockholders' equity and are being amortized on a straight-line basis over the three-year vesting period.
Pro Forma Effect of Stock Compensation Plans We account for our stock-based compensation plans in accordance with Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and comply with Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," for disclosure purposes. Under these provisions, no compensation is recognized for our stock option plans or our stock purchase plan. For SFAS No. 123 purposes, the fair value of each stock option and stock purchase right for 2003 and 2002 has been estimated as of the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions for 2003 and 2002, respectively.
For stock option grants:
|
2003 |
2002 |
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Risk-free interest rate | 3.65 | % | 5.28 | % | |
Expected life | 8 years | 8 years | |||
Expected volatility | 44 | % | 44 | % | |
Expected dividend yield | 1.70 | % | 1.31 | % |
8
For stock purchase plan rights:
|
2003 |
2002 |
|||
---|---|---|---|---|---|
Risk-free interest rate | 1.38 | % | 2.40 | % | |
Expected life | 1 year | 1 year | |||
Expected volatility | 44 | % | 44 | % | |
Expected dividend yield | 1.34 | % | 1.73 | % |
Using the above assumptions, additional compensation expense under the fair value method would be:
|
Three months ended March 31, |
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2003 |
2002 |
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(In thousands) |
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For stock option grants | $ | 673 | $ | 838 | |||
For stock purchase plan rights | 306 | 223 | |||||
Total | 979 | 1,061 | |||||
Provision for income taxes | 352 | 382 | |||||
Total, net of taxes | $ | 627 | $ | 679 | |||
Had compensation expense been determined consistently with SFAS No. 123, utilizing the assumptions previously detailed, our net income (loss) and earnings (loss) per common share would have been the following pro forma amounts:
|
Three months ended March 31, |
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---|---|---|---|---|---|---|---|---|
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2003 |
2002 |
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(In thousands, except per share data) |
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Net (loss) income | ||||||||
As reported | $ | (1,674 | ) | $ | 608 | |||
Pro forma | (2,301 | ) | (71 | ) | ||||
Basic (loss) earnings per share | ||||||||
As reported | $ | (0.05 | ) | $ | 0.02 | |||
Pro forma | (0.07 | ) | 0.00 | |||||
Diluted (loss) earnings per share | ||||||||
As reported | $ | (0.05 | ) | $ | 0.02 | |||
Pro forma | (0.07 | ) | 0.00 |
NOTE 8: 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, 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.
9
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.
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Three Months Ended March 31, |
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2003 |
2002 |
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(In thousands) |
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Segment net sales: | ||||||||
Chlorovinyls | $ | 304,422 | $ | 214,766 | ||||
Aromatics | 59,588 | 46,115 | ||||||
Net sales | $ | 364,010 | $ | 260,881 | ||||
Segment operating income (loss): | ||||||||
Chlorovinyls | $ | 14,457 | $ | 18,064 | ||||
Aromatics | (1,770 | ) | (851 | ) | ||||
Corporate and general plant services | (5,410 | ) | (3,399 | ) | ||||
Total operating income | $ | 7,277 | $ | 13,814 | ||||
NOTE 9: EARNINGS PER SHARE
There are no adjustments to "Net (loss) income" or "(Loss) income 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:
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Three Months Ended March 31, |
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2003 |
2002 |
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(In thousands) |
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Weighted average common sharesbasic | 32,210 | 31,946 | |||
Plus incremental shares from assumed conversions: | |||||
Options | | 141 | |||
Employee stock purchase plan rights | | 55 | |||
Weighted average common sharesdiluted | 32,210 | 32,142 | |||
NOTE 10: COMPREHENSIVE INCOME (LOSS) INFORMATION
The sole component and ending balance of accumulated other comprehensive income (loss) is shown as follows:
Accumulated other comprehensive (loss)net of tax
|
March 31, 2003 |
December 31, 2002 |
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---|---|---|---|---|---|---|---|
|
(In thousands) |
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Additional minimum pension liability | $ | (504 | ) | $ | (504 | ) | |
10
Total comprehensive (loss) income
|
Three Months Ended March 31, |
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---|---|---|---|---|---|---|---|---|
|
2003 |
2002 |
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(In thousands) |
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Net (loss) income | $ | (1,674 | ) | $ | 608 | |||
Other comprehensive income (loss), net of tax: | ||||||||
Cumulative interest rate swap valuation to market | | 742 | ||||||
Total comprehensive (loss) income | $ | (1,674 | ) | $ | 1,350 | |||
NOTE 11: 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.
11
Georgia Gulf Corporation and Subsidiaries
Supplemental Condensed Consolidating Balance Sheet
March 31, 2003
(In thousands)
(Unaudited)
|
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||||||||||
Cash and cash equivalents | $ | | $ | 3,772 | $ | 5 | $ | | $ | 3,777 | ||||||
Receivables | 276,503 | 3,217 | 116,206 | (277,745 | ) | 118,181 | ||||||||||
Inventories | | 122,322 | | | 122,322 | |||||||||||
Prepaid expenses | 25 | 9,079 | 153 | | 9,257 | |||||||||||
Deferred income taxes | | 6,500 | | | 6,500 | |||||||||||
Total current assets | 276,528 | 144,890 | 116,364 | (277,745 | ) | 260,037 | ||||||||||
Property, plant and equipment, net | 180 | 511,250 | | | 511,430 | |||||||||||
Goodwill | | 77,720 | | | 77,720 | |||||||||||
Other assets | 21,350 | 59,105 | | | 80,455 | |||||||||||
Investment in subsidiaries | 175,858 | 87,265 | | (263,123 | ) | | ||||||||||
Total assets | $ | 473,916 | $ | 880,230 | $ | 116,364 | $ | (540,868 | ) | $ | 929,642 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||||||||||
Current portion of long-term debt | $ | | $ | 600 | $ | | $ | | $ | 600 | ||||||
Accounts payable | 5,919 | 383,341 | 29,094 | (277,745 | ) | 140,609 | ||||||||||
Interest payable | 11,772 | 32 | | | 11,804 | |||||||||||
Accrued compensation | | 8,551 | | | 8,551 | |||||||||||
Other accrued liabilities | | 9,736 | | | 9,736 | |||||||||||
Total current liabilities | 17,691 | 402,260 | 29,094 | (277,745 | ) | 171,300 | ||||||||||
Long-term debt, net of current portion | 327,206 | 175,880 | | | 503,086 | |||||||||||
Deferred income taxes | | 126,237 | | | 126,237 | |||||||||||
Other non-current liabilities | 7,098 | | | | 7,098 | |||||||||||
Stockholders' equity | 121,921 | 175,853 | 87,270 | (263,123 | ) | 121,921 | ||||||||||
Total liabilities and stockholders' equity | $ | 473,916 | $ | 880,230 | $ | 116,364 | $ | (540,868 | ) | $ | 929,642 | |||||
12
Georgia Gulf Corporation and Subsidiaries
Supplemental Condensed Consolidating Balance Sheet
December 31, 2002
(In thousands)
|
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||||||||||
Cash and cash equivalents | $ | | $ | 8,008 | $ | 11 | $ | | $ | 8,019 | ||||||
Receivables, net | 275,542 | 2,329 | 70,631 | (288,899 | ) | 59,603 | ||||||||||
Inventories | | 114,575 | | | 114,575 | |||||||||||
Prepaid expenses | 913 | 9,268 | 212 | | 10,393 | |||||||||||
Deferred income taxes | | 5,657 | | | 5,657 | |||||||||||
Total current assets | 276,455 | 139,837 | 70,854 | (288,899 | ) | 198,247 | ||||||||||
Property, plant and equipment, net | 197 | 521,129 | | | 521,326 | |||||||||||
Goodwill | | 77,720 | | | 77,720 | |||||||||||
Other assets | 18,187 | 60,079 | | | 78,266 | |||||||||||
Investment in subsidiaries | 174,460 | 64,073 | | (238,533 | ) | | ||||||||||
Total assets | $ | 469,299 | $ | 862,838 | $ | 70,854 | $ | (527,432 | ) | $ | 875,559 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||||||||||
Current portion of long-term debt | $ | | $ | 600 | $ | | $ | | $ | 600 | ||||||
Accounts payable | 4,789 | 385,279 | 6,774 | (288,899 | ) | 107,943 | ||||||||||
Interest payable | 4,632 | 18 | | | 4,650 | |||||||||||
Accrued compensation | | 14,325 | | | 14,325 | |||||||||||
Other accrued liabilities | | 12,733 | | | 12,733 | |||||||||||
Total current liabilities | 9,421 | 412,955 | 6,774 | (288,899 | ) | 140,251 | ||||||||||
Long-term debt, net of current portion | 327,206 | 149,180 | | | 476,386 | |||||||||||
Deferred income taxes | | 126,250 | | | 126,250 | |||||||||||
Other non-current liabilities | 6,872 | | | | 6,872 | |||||||||||
Stockholders' equity | 125,800 | 174,453 | 64,080 | (238,533 | ) | 125,800 | ||||||||||
Total liabilities and stockholders' equity | $ | 469,299 | $ | 862,838 | $ | 70,854 | $ | (527,432 | ) | $ | 875,559 | |||||
13
Georgia Gulf Corporation and Subsidiaries
Supplemental Condensed Consolidating Income Statement
Three Months Ended March 31, 2003
(In thousands)
(Unaudited)
|
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net sales | $ | 2,699 | $ | 364,010 | $ | 908 | $ | (3,607 | ) | $ | 364,010 | ||||||
Operating costs and expenses: | |||||||||||||||||
Cost of sales | | 342,826 | | | 342,826 | ||||||||||||
Selling, general and administrative expenses | 3,433 | 13,224 | 857 | (3,607 | ) | 13,907 | |||||||||||
Total operating costs and expenses | 3,433 | 356,050 | 857 | (3,607 | ) | 356,733 | |||||||||||
Operating income (loss) | (734 | ) | 7,960 | 51 | 7,277 | ||||||||||||
Other (expense) income: | |||||||||||||||||
Interest expense, net | (1,619 | ) | (8,273 | ) | | | (9,892 | ) | |||||||||
Equity in income of subsidiaries | 1,399 | 52 | | (1,451 | ) | | |||||||||||
(Loss) income before taxes | (954 | ) | (261 | ) | 51 | (1,451 | ) | (2,615 | ) | ||||||||
Provision (benefit) for (from) income taxes | 720 | (1,661 | ) | | | (941 | ) | ||||||||||
Net (loss) income | $ | (1,674 | ) | $ | 1,400 | $ | 51 | $ | (1,451 | ) | $ | (1,674 | ) | ||||
14
Georgia Gulf Corporation and Subsidiaries
Supplemental Condensed Consolidating Income Statement
Three Months Ended March 31, 2002
(In thousands)
(Unaudited)
|
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net sales | $ | 2,595 | $ | 260,881 | $ | | $ | (2,595 | ) | $ | 260,881 | ||||||
Operating costs and expenses: | |||||||||||||||||
Cost of sales | | 235,628 | | | 235,628 | ||||||||||||
Selling, general and administrative expenses | 2,726 | 11,307 | 1 | (2,595 | ) | 11,439 | |||||||||||
Total operating costs and expenses | 2,726 | 246,935 | 1 | (2,595 | ) | 247,067 | |||||||||||
Operating income (loss) | (131 | ) | 13,946 | (1 | ) | | 13,814 | ||||||||||
Other (expense) income: | |||||||||||||||||
Interest expense, net | (1,072 | ) | (11,795 | ) | | | (12,867 | ) | |||||||||
Equity in income of subsidiaries | 5,747 | | | (5,747 | ) | | |||||||||||
(Loss) income before taxes | (2,283 | ) | 8,978 | (1 | ) | (5,747 | ) | 947 | |||||||||
Provision (benefit) for (from) income taxes | (2,891 | ) | 3,230 | | | 339 | |||||||||||
Net income (loss) | $ | 608 | $ | 5,748 | $ | (1 | ) | $ | (5,747 | ) | $ | 608 | |||||
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Georgia Gulf Corporation and Subsidiaries
Supplemental Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2003
(In thousands)
(Unaudited)
|
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash flows from operating activities: | ||||||||||||||||||
Net (loss) income | $ | (1,674 | ) | $ | 1,337 | $ | 51 | $ | (1,388 | ) | $ | (1,674 | ) | |||||
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||||||||||||||||||
Depreciation and amortization | 317 | 15,817 | 59 | | 16,193 | |||||||||||||
Benefit from deferred income taxes | | (857 | ) | | | (857 | ) | |||||||||||
Tax benefit related to stock plans | 179 | | | | 179 | |||||||||||||
Equity in net income of subsidiaries | (1,399 | ) | (52 | ) | | 1,451 | | |||||||||||
Change in operating assets, liabilities and other | 5,259 | (42,058 | ) | (117 | ) | (63 | ) | (36,979 | ) | |||||||||
Net cash provided by (used in) operating activities | 2,682 | (25,813 | ) | (7 | ) | | (23,138 | ) | ||||||||||
Cash flows from investing activities: | ||||||||||||||||||
Capital expenditures | | (5,122 | ) | | | (5,122 | ) | |||||||||||
Cash flows from financing activities: | ||||||||||||||||||
Long-term debt proceeds | | 36,700 | | | 36,700 | |||||||||||||
Long-term debt payments | | (10,000 | ) | | | (10,000 | ) | |||||||||||
Proceeds from issuance of common stock | 8 | | | | 8 | |||||||||||||
Purchase and retirement of common stock | (96 | ) | | | | (96 | ) | |||||||||||
Dividends paid | (2,594 | ) | | | | (2,594 | ) | |||||||||||
Net cash used in financing activities | (2,682 | ) | 26,700 | | | 24,018 | ||||||||||||
Net change in cash and cash equivalents | | (4,235 | ) | (7 | ) | | (4,242 | ) | ||||||||||
Cash and cash equivalents at beginning of period | | 8,008 | 11 | | 8,019 | |||||||||||||
Cash and cash equivalents at end of period | $ | | $ | 3,772 | $ | 5 | $ | | $ | 3,777 | ||||||||
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Georgia Gulf Corporation and Subsidiaries
Supplemental Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2002
(In thousands)
(Unaudited)
|
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash flows from operating activities: | ||||||||||||||||||
Net income (loss) | $ | 608 | $ | 5,748 | $ | (1 | ) | $ | (5,747 | ) | $ | 608 | ||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||||||||
Depreciation and amortization | 324 | 16,952 | | | 17,276 | |||||||||||||
Benefit from deferred income taxes | | (262 | ) | | | (262 | ) | |||||||||||
Tax benefit related to stock plans | 215 | | | | 215 | |||||||||||||
Equity in net income of subsidiaries | (5,747 | ) | | | 5,747 | | ||||||||||||
Change in operating assets, liabilities and other | 5,806 | (5,481 | ) | 1 | | 326 | ||||||||||||
Net cash provided by operating activities | 1,206 | 16,957 | | | 18,163 | |||||||||||||
Cash flows from investing activities: | ||||||||||||||||||
Capital expenditures | | (3,939 | ) | | | (3,939 | ) | |||||||||||
Cash flows from financing activities: | ||||||||||||||||||
Long-term debt proceeds | 522 | | | | 522 | |||||||||||||
Long-term debt payments | | (14,159 | ) | | | (14,159 | ) | |||||||||||
Proceeds from issuance of common stock | 832 | | | | 832 | |||||||||||||
Dividends paid | (2,560 | ) | | | | (2,560 | ) | |||||||||||
Net cash (used in) provided by financing activities | (1,206 | ) | (14,159 | ) | | | (15,365 | ) | ||||||||||
Net change in cash and cash equivalents | | (1,141 | ) | | | (1,141 | ) | |||||||||||
Cash and cash equivalents at beginning of period | | 10,020 | 10 | | 10,030 | |||||||||||||
Cash and cash equivalents at end of period | $ | | $ | 8,879 | $ | 10 | $ | | $ | 8,889 | ||||||||
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Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations.
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 March 31, 2003 Compared with Three Months Ended March 31, 2002
Net Sales. Net sales for the quarter ended March 31, 2003 were $364.0 million, an increase of 40 percent compared to $260.9 million for the same period in 2002. This increase was due to a 22 percent increase in sales prices and a 14 percent increase in sales volumes.
Net sales of chlorovinyls for the first quarter of 2003 were $304.4 million, 42 percent higher than net sales for the first quarter of 2002 of $214.8 million. This increase was the result of a 15 percent increase in sales prices and 23 percent greater volumes. The increase in sales price was primarily from a 53 percent increase in vinyl resins prices. Caustic soda and vinyl resins sales volumes increased 21 percent and 4 percent, respectively.
Net sales of aromatics for the first quarter of 2003 were $59.6 million, an increase of 29 percent compared to $46.1 million for the same period in 2002. This increase was the result of 57 percent higher sales prices and 18 percent lower sales volumes. Phenol and acetone sales prices increased 51 percent and 65 percent, respectively.
Cost of Sales. Cost of sales for the first quarter of 2003 was $342.8 million, an increase of 46 percent compared to $235.6 million for the first quarter of 2002. The primary reason for this increase was higher prices for natural gas and all purchased raw materials, particularly ethylene, chlorine, benzene and propylene. As a percentage of sales, cost of sales increased to 94 percent in the first quarter of 2003 compared to 90 percent in the first quarter of 2002. This increase mainly reflected price increases of certain raw materials outpacing price increases for our products in both the chlorovinyl and aromatic segments.
Selling and Administrative Expenses. Selling and administrative expenses were $13.9 million for the three months ended March 31, 2003, an increase of 22 percent from the same period in 2002. This increase is primarily attributable to increased legal and professional fees, insurance costs and loss on the sale of accounts receivable.
Operating Income. Operating income in the first quarter of 2003 was $7.3 million, a decrease of 47 percent compared to $13.8 million in the first quarter of 2002. This decrease was the result of lower operating income in both of our operating segments and greater expenses for our corporate and general plant services. As a percentage of net sales, operating profit decreased to 2 percent of net sales in the first quarter of 2003 compared to 5 percent for the same period in 2002. This decrease in operating profit as a percentage of net sales was primarily the result of higher prices for natural gas and our purchased raw materials outpacing increases in the prices for our products.
Our chlorovinyls operating profit for the first quarter of 2003 was $14.5 million, a decrease of 20 percent compared to $18.1 million for the same period in 2002. The most significant factors in this decrease were increased purchased natural gas, ethylene and chlorine prices more than offsetting increased sales prices for vinyl resins.
Our aromatics operating loss for the first quarter of 2003 was $1.8 million, a decrease of $0.9 million compared to an operating loss of $0.9 million in the first quarter 2002. Although overall
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sales prices increased, it was not enough to offset lower sales volumes and increased raw materials costs.
Net Interest Expense. Interest expense decreased to $9.9 million for the quarter ended March 31, 2003 compared with $12.9 million for the same period in 2002. This decrease was primarily attributable to lower interest rates.
(Benefit) Provision (from) for Income Taxes. The benefit from income taxes was $0.9 million for the first quarter of 2003 compared to a provision of $0.3 million for the first quarter of 2002. The benefit from income taxes was primarily attributable to the net loss generated for the quarter ended March 31, 2003, compared to net income for the same period in 2002. Our effective tax rate was 36 percent for both quarters.
Net (Loss) Income. Net loss for the three months ended March 31, 2003 was $1.7 million, compared to net income of $0.6 million for the three months ended March 31, 2002. This was due to the factors discussed above.
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LIQUIDITY AND CAPITAL RESOURCES
For the three months ended March 31, 2003, we used $23.1 million in cash flow from operating activities as compared to generating $18.2 million during the same period in 2002. The major operating cash flows for the first three months of 2003 were the net loss of $1.7 million, the non-cash provision of $16.2 million for depreciation and amortization, and the provision for deferred income taxes of $0.9 million. Total working capital at March 31, 2003 was $88.7 million versus $58.0 million at December 31, 2002. Significant changes in working capital for the first three months of 2003 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 sales prices and volumes during the quarter ended March 31, 2003. Inventories increased as a result of higher natural gas and raw materials prices offsetting significantly lower volume. Increases in accounts payable were attributable to the timing of certain payments and higher trade payable balances related to increased natural gas and raw materials prices.
Debt increased by $26.7 million during the three months ended March 31, 2003 to $503.7 million. As of March 31, 2003, we had availability to borrow an additional $60.1 million under the revolving credit facility. Capital expenditures for the three months ended March 31, 2003 were $5.1 million as compared to $3.9 million for the same 2002 period. Capital expenditures for 2003 are being directed toward certain environmental projects, increased efficiency and expansions of existing operations. We estimate total capital expenditures for 2003 will be in the range of $25 million to $30 million.
We declared dividends of $0.08 per share or $2.6 million during the first three months of 2003.
On August 9, 2002, we entered into an Amended and Restated Credit Agreement, amending the Senior Credit Agreement dated as of November 12, 1999, as amended by Amendment No. 2 dated as of June 30, 2001. The amendment created 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 contains less stringent debt covenants regarding the leverage ratio and the interest coverage ratio. The revolving credit facility matures November 12, 2005, while the new Tranche C Term Loan matures on May 12, 2007 unless we refinance our 103/8 percent notes, in which case it matures on May 12, 2009.
On November 15, 2002, we entered into a new agreement pursuant to which we sell an undivided percentage ownership interest in a defined pool of our trade receivables on a revolving basis through a wholly-owned subsidiary to a third party (the "Securitization"). As collections reduce accounts receivable included in the pool, we sell ownership interests in new receivables to bring the ownership interests sold up to $75,000,000, as permitted by the Securitization. Our previous agreement was terminated on July 20, 2001 due to a provision contained in our indenture governing our 103/8 percent notes.
At March 31, 2003, the unpaid balance of accounts receivable in the defined pool was approximately $192 million. We continue to service these receivables and maintain an interest in the receivables. We have not recorded a servicing asset or liability since the cost to service the receivables approximates the servicing income. We have a subordinated interest of approximately $117 million in the defined pool of receivables, which represents the excess of receivables sold over the amount funded to us. The fair value of the retained interest approximates the carrying amount because of the short period of time it takes for the portfolio to be liquidated. During the first quarter of 2003, we received approximately $309 million from the sales of receivables under the Securitization.
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
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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 $3.8 million, and the availability to borrow an additional $60.1 million under the revolving credit facility, at March 31, 2003, 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 our expectations regarding our business prove incorrect, 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 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.
As we enter the second quarter, we anticipate improvement in average selling prices for all of our products. In addition, energy and raw materials prices should begin to ease from their very high first quarter levels. We anticipate that we will end the second quarter of 2003 with a return to profitability.
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, 2002.
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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, 2002. There have been no significant developments with respect to our exposure to market risk.
Item 4. Controls and Procedures
Within the 90 days prior to the date of this Form 10-Q, we carried out an evaluation, under the supervision and with the participation of Georgia Gulf management, including the company's President and Chief Executive Officer along with the company's Vice President of Finance and Chief Financial Officer, of the effectiveness of the design and operation of the company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the company's President and Chief Executive Officer along with the company's Vice President of Finance and Chief Financial Officer concluded that the company's disclosure controls and procedures are effective in timely alerting them to material information relating to the company (including its consolidated subsidiaries) required to be included in the company's periodic SEC filings. There have been no significant changes in the company's internal controls or in other factors that could significantly affect internal controls subsequent to the date the company carried out its evaluation.
We are involved in certain legal proceedings that are described in our 2002 Annual Report on Form 10-K. During the three months ended March 31, 2003, there were no material developments in the status of those legal proceedings that have not been previously disclosed in our 2002 Annual Report on Form 10-K.
Item 6. Exhibits and Reports on Form 8-K.
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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) |
||
Date May 12, 2003 |
/s/ EDWARD A. SCHMITT Edward A. Schmitt President and Chief Executive Officer (Principal Executive Officer) |
|
Date May 12, 2003 |
/s/ RICHARD B. MARCHESE Richard B. Marchese Vice President Finance and Chief Financial Officer (Principal Financial Officer) |
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I, Edward A. Schmitt, President and Chief Executive Officer of Georgia Gulf Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Georgia Gulf Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 12, 2003
/s/ EDWARD A. SCHMITT | ||
Edward A. Schmitt President & Chief Executive Officer (Principal Executive Officer) |
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I, Richard B. Marchese, Vice President Finance and Chief Financial Officer of Georgia Gulf Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Georgia Gulf Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 12, 2003
/s/ RICHARD B. MARCHESE | ||
Richard B. Marchese Vice President Finance and Chief Financial Officer (Principal Financial Officer) |
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