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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 September 26, 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
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(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
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(Address of principal executive offices)
17402
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(zip code)
(717) 849-8500
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(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 September 26, 2004 and December 31, 2003................ 3
CONDENSED STATEMENTS OF OPERATIONS - For the three and nine months
ended September 26, 2004 and September 28, 2003............... 4
CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY - For the year ended
December 31, 2003 and nine months ended September 26, 2004.... 5
CONDENSED STATEMENTS OF CASH FLOWS - For the nine months ended
September 26, 2004 and September 28, 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........................................................ 11
Signature: ............................................................... 12
2
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
GPC CAPITAL CORP. II
CONDENSED BALANCE SHEETS
(Unaudited)
September 26, 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 Nine Months Ended
------------------ -----------------
September 26, September 28, September 26, September 28,
2004 2003 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 September 26, 2004......................... --
See accompanying notes to the condensed financial statements.
5
GPC CAPITAL CORP. II
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
-----------------
September 26, September 28,
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 2009 Notes (as
defined herein) and as co-guarantor with Holdings under the Credit Agreements
(as defined herein). GPC Capital Corp. II has only nominal assets, does not
conduct any independent operations and during the nine months ended September
26, 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 September 26, 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 ("CapCo II"), as co-obligor,
issued $169.0 million aggregate principal amount at maturity of senior discount
notes due 2009 (the "2009 Notes"). The 2009 Notes mature on January 15, 2009,
with interest payable at 10.75%. On September 9, 2004, Holdings and CapCo II
announced the commencement of a cash tender offer for any and all of Holdings'
and CapCo II's 2009 Notes. The extended expiration date of the tender offer was
October 7, 2004. On October 7, 2004, Holdings and CapCo II purchased in
connection with the tender offer $120.4 million of the 2009 Notes outstanding,
including accrued interest and premia. On October 8, 2004, Holdings and CapCo II
initiated a call for redemption for the remaining outstanding 2009 Notes with a
redemption date of November 8, 2004. Final redemption of all the remaining
outstanding 2009 Notes, plus accrued interest and premia, was made on November
8, 2004 with the proceeds from the portion of the B Loan (as defined below)
undrawn at the closing of the Senior Credit Agreement (as defined below) on
October 7, 2004.
On February 14, 2003, the Company refinanced the majority of its existing
credit facilities and entered into a senior credit agreement (the "Prior Senior
Credit Agreement") with a consortium of banks. All of the existing indebtedness
under the Prior Senior Credit Agreement was refinanced on October 7, 2004 when
Graham Packaging Company, L.P. (the "Operating Company"), Holdings, GPC Capital
Corp. I ("CapCo I") and a syndicate of lenders entered into a new first lien
credit agreement (the "Senior Credit Agreement") and a new second lien credit
agreement (the "Second Lien Credit Agreement" and, together with the Senior
Credit Agreement, the "Credit Agreements"). The Senior Credit Agreement consists
of a term loan to the Operating Company with an initial term loan commitment
totaling $1,450.0 million (the "B Loan") and a $250.0 million revolving credit
facility. $1,336.6 million of the B Loan was drawn at closing, with the
remainder drawn to fund the call for, among other items, the remaining
outstanding 2009 Notes that were redeemed on November 8, 2004. The Second Lien
Credit Agreement consists of a term loan to the Operating Company with an
initial term loan commitment totaling $350.0 million. The obligations of the
Operating Company under the Credit Agreements are guaranteed by Holdings and
certain other subsidiaries of Holdings. The Credit Agreements contain 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 September 26, 2004 and the closing of the
Credit Agreements on October 7, 2004, the Company was in compliance with all
covenants.
7
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 Graham Packaging Holdings Company
("Holdings") are referred to collectively as the "Company."
Results of Operations
None
Liquidity and Capital Resources
In 1998, Holdings and GPC Capital Corp. II ("CapCo II"), as co-obligor,
issued $169.0 million aggregate principal amount at maturity of senior discount
notes due 2009 (the "2009 Notes"). The 2009 Notes mature on January 15, 2009,
with interest payable at 10.75%. On September 9, 2004, Holdings and CapCo II
announced the commencement of a cash tender offer for any and all of Holdings'
and CapCo II's 2009 Notes. The extended expiration date of the tender offer was
October 7, 2004. On October 7, 2004, Holdings and CapCo II purchased in
connection with the tender offer $120.4 million of the 2009 Notes outstanding,
including accrued interest and premia. On October 8, 2004, Holdings and CapCo II
initiated a call for redemption for the remaining outstanding 2009 Notes with a
redemption date of November 8, 2004. Final redemption of all the remaining
outstanding 2009 Notes, plus accrued interest and premia, was made on November
8, 2004 with the proceeds from the portion of the B Loan (as defined below)
undrawn at the closing of the Senior Credit Agreement (as defined below) on
October 7, 2004.
On February 14, 2003, the Company refinanced the majority of its existing
credit facilities and entered into a senior credit agreement (the "Prior Senior
Credit Agreement") with a consortium of banks. All of the existing indebtedness
under the Prior Senior Credit Agreement was refinanced on October 7, 2004 when
Graham Packaging Company, L.P. (the "Operating Company"), Holdings, GPC Capital
Corp. I ("CapCo I") and a syndicate of lenders entered into a new first lien
credit agreement (the "Senior Credit Agreement") and a new second lien credit
agreement (the "Second Lien Credit Agreement" and, together with the Senior
Credit Agreement, the "Credit Agreements"). The Senior Credit Agreement consists
of a term loan to the Operating Company with an initial term loan commitment
totaling $1,450.0 million (the "B Loan") and a $250.0 million revolving credit
facility. $1,336.6 million of the B Loan was drawn at closing, with the
remainder drawn to fund the call for, among other items, the remaining
outstanding 2009 Notes that were redeemed on November 8, 2004. The Second Lien
Credit Agreement consists of a term loan to the Operating Company with an
initial term loan commitment totaling $350.0 million. The obligations of the
Operating Company under the Credit Agreements are guaranteed by Holdings and
certain other subsidiaries of Holdings. The Credit Agreements contain 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 September 26, 2004 and the closing of the
Credit Agreements on October 7, 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 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.
10
PART II. OTHER INFORMATION
Item 6. 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.
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: November 10, 2004
GPC CAPITAL CORP. II
(Registrant)
By: /s/ John E. Hamilton
-------------------------------
John E. Hamilton
Vice President, Secretary and
Assistant Treasurer
(chief accounting officer and duly
authorized officer)
12