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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 28, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number: 333-53603-01
GPC CAPITAL CORP. II
(Exact name of registrant as specified in its charter)
Delaware 23-2952404
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2401 Pleasant Valley Road
York, Pennsylvania
----------------------------------------
(Address of principal executive offices)
17402
----------
(zip code)
(717) 849-8500
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by checkmark 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), Yes [X] No [ ]; and (2) has been subject to
such filing requirements for the past 90 days, Yes [ ] No [X].
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X].
As of the date hereof, 1,000 shares of the registrant's common stock, par value
$.01 per share, are outstanding.
1
GPC CAPITAL CORP. II
INDEX
PART I. FINANCIAL INFORMATION
Page Number
Item 1: Condensed Financial Statements:
CONDENSED BALANCE SHEETS -
At March 28, 2004 and December 31, 2003.................... 3
CONDENSED STATEMENTS OF OPERATIONS - For the Three Months ended
March 28, 2004 and March 30, 2003............................... 4
CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY - For the Year Ended
December 31, 2003 and Three Months ended March 28, 2004......... 5
CONDENSED STATEMENTS OF CASH FLOWS - For the Three Months ended
March 28, 2004 and March 30, 2003............................... 6
NOTES TO CONDENSED FINANCIAL STATEMENTS......................... 7
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................... 8
Item 3: Quantitative and Qualitative Disclosures About Market Risk...... 9
Item 4: Controls and Procedures......................................... 10
PART II. OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K................................ 11
Signature: ................................................................ 12
2
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
GPC CAPITAL CORP. II
CONDENSED BALANCE SHEETS
(Unaudited)
March 28, December 31,
2004 2003
---- ----
(In thousands)
Total assets................................... --- ---
Commitments and contingent liabilities......... --- ---
Total liabilities.............................. --- ---
Total shareholder's equity..................... --- ---
See accompanying notes to the condensed financial statements.
3
GPC CAPITAL CORP. II
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
------------------
March 28, March 30,
2004 2003
---- ----
(In thousands)
Net sales...................... -- --
Operating income............... -- --
Interest expense, net.......... -- --
Net income..................... -- --
See accompanying notes to the condensed financial statements.
4
GPC CAPITAL CORP. II
CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY
(Unaudited)
(In thousands)
Balance at January 1, 2003................... ---
Balance at December 31, 2003................. ---
Balance at March 28, 2004.................... ---
See accompanying notes to the condensed financial statements.
5
GPC CAPITAL CORP. II
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
------------------
March 28, March 30,
2004 2003
---- ----
(In thousands)
Operating activities.................... -- --
Investing activities.................... -- --
Financing activities.................... -- --
See accompanying notes to the condensed financial statements.
6
GPC CAPITAL CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed financial statements of GPC Capital
Corp. II have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X and therefore do not include all of the
information and footnotes required by generally accepted accounting principles
for complete annual financial statements. In the opinion of management, all
adjustments (consisting only of usual recurring adjustments considered necessary
for a fair presentation) are reflected in the condensed financial statements.
GPC Capital Corp. II, a wholly owned subsidiary of Graham Packaging
Holdings Company, a Pennsylvania limited partnership ("Holdings"), was
incorporated in Delaware in January 1998. All entities and assets owned by
Holdings are referred to collectively as the "Company." The sole purpose of GPC
Capital Corp. II is to act as co-obligor with Holdings of the Senior Discount
Notes and as co-guarantor with Holdings under the Senior Credit Agreement (as
defined herein). GPC Capital Corp. II has only nominal assets, does not conduct
any independent operations and during the three months ended March 28, 2004 did
not execute any transactions. GPC Capital Corp. II has authorized and issued
1,000 shares of common stock with a par value of $.01 per share.
For additional information, see the related Quarterly Report on Form 10-Q
of Holdings for the quarter ended March 28, 2004 and the related Annual Report
on Form 10-K of GPC Capital Corp. II.
2. Debt Arrangements
In 1998, Holdings and GPC Capital Corp. II, as co-obligor, issued $169.0
million aggregate principal amount at maturity of Senior Discount Notes Due
2009. The Senior Discount Notes mature on January 15, 2009, with interest
payable at 10.75%.
On February 14, 2003 the Operating Company refinanced the majority of its
prior credit facilities and entered into a senior credit agreement (the "Senior
Credit Agreement") with a consortium of banks. The Senior Credit Agreement
consists of one term loan to the Operating Company with an initial term loan
commitment totaling $570.0 million and a $150.0 million revolving credit
facility. The Senior Credit Agreement contains certain affirmative and negative
covenants as to the operations and financial condition of the Company, as well
as certain restrictions on the payment of dividends and other distributions to
Holdings. As of March 28, 2004 the Company was in compliance with all covenants.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts included in this Report on Form 10-Q,
including statements regarding the future financial position, economic
performance and results of operations of the Company, as well as the Company's
business strategy, budgets and projected costs and plans and objectives of
management for future operations, are forward-looking statements. In addition,
forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "believe," or "continue" or similar terminology.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, expectations may prove to have been
incorrect. All forward-looking statements attributable to the Company, or
persons acting on its behalf, are expressly qualified in their entirety by the
cautionary statements set forth in this paragraph.
All entities and assets owned by Holdings are referred to collectively as
the "Company."
Results of Operations
None
Liquidity and Capital Resources
In 1998, Holdings and GPC Capital Corp. II, as co-obligor, issued $169.0
million aggregate principal amount at maturity of Senior Discount Notes Due
2009. The Senior Discount Notes mature on January 15, 2009, with interest
payable at 10.75%.
On February 14, 2003 the Operating Company refinanced the majority of its
prior credit facilities and entered into a senior credit agreement (the "Senior
Credit Agreement") with a consortium of banks. The Senior Credit Agreement
consists of one term loan to the Operating Company with an initial term loan
commitment totaling $570.0 million and a $150.0 million revolving credit
facility. The Senior Credit Agreement contains certain affirmative and negative
covenants as to the operations and financial condition of the Company, as well
as certain restrictions on the payment of dividends and other distributions to
Holdings. As of March 28, 2004 the Company was in compliance with all covenants.
8
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
9
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company's principal executive officer and principal financial officer,
after evaluating the effectiveness of the Company's disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of
the end of the period covered by this report, have concluded that as of
such date the Company's disclosure controls and procedures were adequate
and effective to ensure that material information relating to GPC Capital
Corp. II would be made known to them by others within the company.
(b) Changes in Internal Controls
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect GPC Capital Corp. II's
disclosure controls and procedures subsequent to the date of their
evaluation, nor were there any material weaknesses in GPC Capital Corp.
II's internal controls. As a result, no corrective actions were required or
undertaken.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 31.1 Certification required by Rule 15d-14(a).
Exhibit 31.2 Certification required by Rule 15d-14(a).
Exhibit 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
No reports on Form 8-K were required to be filed during the quarter ended
March 28, 2004.
11
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned,
thereunto duly authorized.
Dated: May 11, 2004
GPC CAPITAL CORP. II
(Registrant)
By: /s/ John E. Hamilton
-----------------------------------
John E. Hamilton
Vice President, Secretary and
Assistant Treasurer and Director
(chief accounting officer and duly
authorized officer)
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