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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

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

 
  Page
Numbers

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.

Item 1. Financial Statements.

GEORGIA GULF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

 
  March 31,
2003

  December 31,
2002

 
  (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,

 
 
  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,

 
 
  2003
  2002
 
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 Entities—an 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

 
  (In thousands)

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:

 
  March 31,
2003

  December 31,
2002

 
  (In thousands)

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 Proceedings—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.

        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:

 
  March 31,
2003

  December 31,
2002

 
  (In thousands)

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
 
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,
 
  2003
  2002
 
  (In thousands)

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,
 
 
  2003
  2002
 
 
  (In thousands, except per share data)

 
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.

 
  Three Months Ended
March 31,

 
 
  2003
  2002
 
 
  (In thousands)

 
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:

 
  Three Months Ended
March 31,

 
  2003
  2002
 
  (In thousands)

Weighted average common shares—basic   32,210   31,946
Plus incremental shares from assumed conversions:        
  Options     141
  Employee stock purchase plan rights     55
   
 
Weighted average common shares—diluted   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
 
 
  (In thousands)

 
Additional minimum pension liability   $ (504 ) $ (504 )
   
 
 

10


Total comprehensive (loss) income

 
  Three Months Ended
March 31,

 
  2003
  2002
 
  (In thousands)

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.


OUTLOOK

        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.


FORWARD-LOOKING STATEMENTS

        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.


PART II. OTHER INFORMATION.

Item 1. Legal Proceedings.

        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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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    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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Certifications

I, Edward A. Schmitt, President and Chief Executive Officer of Georgia Gulf Corporation, certify that:

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:

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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QuickLinks

GEORGIA GULF CORPORATION FORM 10-Q QUARTERLY PERIOD ENDED MARCH 31, 2003 INDEX
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
LIQUIDITY AND CAPITAL RESOURCES
OUTLOOK
FORWARD-LOOKING STATEMENTS
SIGNATURES
Certifications