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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 June 29, 2003
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: 333-53603-03
GRAHAM PACKAGING HOLDINGS COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2553000
- ------------------------------- ------------------------------------
(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 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), 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].
1
GRAHAM PACKAGING HOLDINGS COMPANY
INDEX
PART I. FINANCIAL INFORMATION
Page Number
Item 1: Condensed Consolidated Financial Statements:
CONDENSED CONSOLIDATED BALANCE SHEETS - At June 29, 2003 and
December 31, 2002................................................... 3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - For the Three and
Six Months ended June 29, 2003 and June 30, 2002.................... 4
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) -
For the Year Ended December 31, 2002 and Six Months ended
June 29, 2003....................................................... 5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - For the Six Months
ended June 29, 2003 and June 30, 2002............................... 6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS................ 7
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................... 15
Item 3: Quantitative and Qualitative Disclosures About Market Risk.......... 24
Item 4: Controls and Procedures............................................. 25
PART II. OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K.................................... 26
Signature: ................................................................. 27
2
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
GRAHAM PACKAGING HOLDINGS COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 29, December 31,
2003 2002
-------- ------------
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents ....................... $ 6,964 $ 7,299
Accounts receivable, net ........................ 122,930 97,933
Inventories ..................................... 71,373 62,660
Prepaid expenses and other current assets ....... 17,315 18,289
---------- ----------
Total current assets ............................... 218,582 186,181
Property, plant and equipment, net ................. 601,323 577,962
Goodwill ........................................... 5,603 5,566
Other non-current assets ........................... 37,609 28,602
----------- ----------
Total assets ....................................... $ 863,117 $ 798,311
========== ==========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses ........... $ 163,802 $ 169,232
Current portion of long-term debt ............... 7,995 7,992
---------- ----------
Total current liabilities .......................... 171,797 177,224
Long-term debt ..................................... 1,104,029 1,062,635
Other non-current liabilities ...................... 19,275 14,655
Minority interest .................................. 4,819 4,104
Commitments and contingent liabilities (see Note 8). -- --
Partners' capital (deficit) ........................ (436,803) (460,307)
---------- ----------
Total liabilities and partners' capital (deficit) .. $ 863,117 $ 798,311
========== ==========
See accompanying notes to condensed consolidated financial statements.
3
GRAHAM PACKAGING HOLDINGS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
------------------- ----------------
June 29, June 30, June 29, June 30,
2003 2002 2003 2002
-------- -------- -------- --------
(In thousands)
Net sales ........................................... $ 261,073 $ 236,389 $ 493,803 $ 467,908
Cost of goods sold .................................. 210,259 187,072 398,140 378,539
--------- --------- --------- ---------
Gross profit ........................................ 50,814 49,317 95,663 89,369
Selling, general, and administrative expenses ....... 14,952 14,506 30,840 28,948
Impairment charges .................................. -- -- 609 --
--------- --------- --------- ---------
Operating income .................................... 35,862 34,811 64,214 60,421
Interest expense, net ............................... 21,743 19,705 52,664 41,678
Other (income) expense, net ......................... (805) 57 (817) (45)
Minority interest ................................... 431 382 716 655
--------- --------- --------- ---------
Income before income taxes .......................... 14,493 14,667 11,651 18,133
Income tax provision ................................ 1,458 690 3,166 914
--------- --------- --------- ---------
Net income .......................................... $ 13,035 $ 13,977 $ 8,485 $ 17,219
========= ========= ========= =========
See accompanying notes to condensed consolidated financial statements.
4
GRAHAM PACKAGING HOLDINGS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
Notes and
Interest Accumulated
Partners' Receivable for Other
Capital Ownership Comprehensive
(Deficit) Interests Income (Loss) Total
--------- --------- ------------- -----
(In thousands)
Consolidated balance at January 1, 2002 .................... $(427,911) $ (2,443) $ (54,700) $(485,054)
Net income for the year .................................. 7,562 -- -- 7,562
Changes in fair value of derivatives ..................... -- -- 6,909 6,909
Additional minimum pension liability ..................... -- -- (2,051) (2,051)
Cumulative translation adjustment ........................ -- -- 12,477 12,477
---------
Comprehensive income ..................................... 24,897
Interest on notes receivable for ownership interests ..... -- (150) -- (150)
--------- --------- --------- ---------
Consolidated balance at December 31, 2002 .................. (420,349) (2,593) (37,365) (460,307)
Net income for the period ................................ 8,485 -- -- 8,485
Changes in fair value of derivatives ..................... -- -- (4,487) (4,487)
Elimination of cash flow hedge accounting ................ -- -- 4,783 4,783
Additional minimum pension liability ..................... -- -- 234 234
Cumulative translation adjustment ........................ -- -- 14,565 14,565
---------
Comprehensive income ..................................... 23,580
Interest on notes receivable for ownership interests ..... -- (76) -- (76)
--------- --------- --------- ---------
Consolidated balance at June 29, 2003 ...................... $(411,864) $ (2,669) $ (22,270) $(436,803)
========= ========= ========= =========
See accompanying notes to condensed consolidated financial statements.
5
GRAHAM PACKAGING HOLDINGS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
----------------
June 29, June 30,
2003 2002
---- ----
Operating activities: (In thousands)
Net income.......................................................................... $ 8,485 $ 17,219
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization....................................................... 34,771 34,972
Amortization of debt issuance fees.................................................. 8,649 2,285
Impairment charges.................................................................. 609 --
Accretion of Senior Discount Notes.................................................. 623 8,151
Elimination of cash flow hedge accounting........................................... 4,783 --
Minority interest................................................................... 716 656
Foreign currency transaction gain................................................... (1,112) (261)
Interest receivable for ownership interests......................................... (76) (75)
Changes in operating assets and liabilities, net of sales of businesses:
Accounts receivable............................................................... (20,103) (15,134)
Inventories....................................................................... (7,980) 2,106
Prepaid expenses and other current assets......................................... 1,623 993
Other non-current assets and liabilities.......................................... 1,091 (1,553)
Accounts payable and accrued expenses............................................. (10,439) (15,258)
--------- ---------
Net cash provided by operating activities.............................................. 21,640 34,101
Investing activities:
Net purchases of property, plant and equipment.................................... (43,384) (44,538)
Net proceeds from sales of businesses............................................. 137 307
--------- ---------
Net cash used in investing activities.................................................. (43,247) (44,231)
Financing activities:
Proceeds from issuance of long-term debt............................................ 948,638 277,300
Payment of long-term debt........................................................... (908,106) (270,476)
Debt issuance fees.................................................................. (20,250) --
--------- ---------
Net cash provided by financing activities.............................................. 20,282 6,824
Effect of exchange rate changes........................................................ 990 405
--------- ---------
Decrease in cash and cash equivalents.................................................. (335) (2,901)
Cash and cash equivalents at beginning of period....................................... 7,299 9,032
--------- ---------
Cash and cash equivalents at end of period............................................. $ 6,964 $ 6,131
========= =========
See accompanying notes to condensed consolidated financial statements.
6
GRAHAM PACKAGING HOLDINGS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
of Graham Packaging Holdings Company ("Holdings"), a Pennsylvania limited
partnership, 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 consolidated financial
statements. The condensed consolidated balance sheet as of December 31, 2002 is
derived from audited financial statements. The condensed consolidated financial
statements and notes included in this report should be read in conjunction with
the audited consolidated financial statements and notes for the year ended
December 31, 2002. The results of operations for the six months ended June 29,
2003 are not necessarily indicative of the results to be expected for the full
year ending December 31, 2003.
All entities and assets owned by Holdings are referred to collectively
as the "Company." Graham Packaging Company, L.P. is referred to as the
"Operating Company."
Derivatives
On February 14, 2003 the Company entered into three new interest rate
swap agreements beginning March 24, 2003, under which the Company receives
variable interest based on the Eurodollar Rate (hereinafter defined) and pays
fixed interest at a weighted average rate of 2.54%, on $300.0 million of term
loans through March 24, 2006. The effective portion of the change in the fair
value of the new interest rate swaps is recorded in other comprehensive income
("OCI") and was an unrealized loss of $5.9 million for the six months ended June
29, 2003. Approximately one third of the amount recorded within OCI is expected
to be recognized as interest expense in the next twelve months. Failure to
properly document the Company's interest rate swaps as cash flow hedges would
result in income statement recognition of all or part of the cumulative $5.9
million unrealized loss recorded in OCI as of June 29, 2003.
The Company entered into interest rate swap agreements to hedge the
exposure to increasing rates with respect to its prior senior credit agreement.
These interest rate swaps were accounted for as cash flow hedges. In connection
with the closing of the Senior Credit Agreement (as hereinafter defined) on
February 14, 2003 these swaps no longer qualified for hedge accounting. As such,
the Company recorded a non-cash charge of approximately $4.8 million within
interest expense as a result of the reclassification into expense of the
remaining unrealized loss on existing interest rate swap agreements applicable
to indebtedness under its prior senior credit agreement. These interest rate
swap agreements expire at various points through September 2003. The effective
portion of the change in fair value of these swaps from January 1, 2003 to
February 14, 2003 was recorded in OCI and was an unrealized gain of $1.5
million. The change in fair value of these swaps after February 14, 2003 was
recognized in earnings and resulted in a reduction of interest expense of $3.3
million for the six months ended June 29, 2003.
In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities." This Statement
amends and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities
under SFAS 133. This Statement is effective for contracts entered into or
modified, and for hedging relationships designated after June 30, 2003. Other
provisions of this statement that related to SFAS 133 Implementation Issues
should continue to be applied in accordance with their respective effective
dates. The Company adopted SFAS 149 on July 1, 2003 and the adoption of SFAS 149
did not have a significant impact on its results of operations or financial
position.
Guarantees
In November 2002, the FASB issued FASB Interpretation No. ("FIN") 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 establishes requirements
for accounting and disclosure of guarantees issued to third parties for various
transactions. The accounting requirements of FIN 45 are applicable to guarantees
issued after December 31, 2002. The disclosure requirements of FIN 45 are
applicable to financial statements issued for periods ending after December 15,
2002. The Company adopted FIN 45 on January 1, 2003 and the adoption of FIN 45
did not have a significant impact on its results of operations or financial
position.
7
GRAHAM PACKAGING HOLDINGS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)--Continued
Option Plan
In December 2002, the FASB issued SFAS 148, "Accounting For Stock-Based
Compensation - Transition and Disclosure, An Amendment of FASB Statement No.
123." This Statement amends SFAS 123, "Accounting For Stock-Based Compensation,"
to provide alternative methods of transition for an entity that voluntarily
changes to the fair value based method of accounting for stock-based employee
compensation. It also amends the disclosure provisions of that Statement to
require prominent disclosure about the effects on reported net income of an
entity's accounting policy decisions with respect to stock-based employee
compensation. Finally, this Statement amends Accounting Principles Board Opinion
("APB") 28, "Interim Financial Reporting," to require disclosure about those
effects in interim financial information.
The Company applies APB 25 in accounting for its Option Plan. The
exercise price per Unit was equal to or greater than the fair market value of
each Unit on the dates of the grants and, accordingly, no compensation cost has
been recognized under the provisions of APB 25 for Units granted. Under SFAS
123, compensation cost is measured at the grant date based on the value of the
award and is recognized over the service (or vesting) period. Had compensation
cost for the option plan been determined under SFAS 123, based on the fair
market value at the grant dates, the Company's pro forma net income for the
three and six months ended June 29, 2003 and June 30, 2002 would have been
reflected as follows:
Three Months Ended Six Months Ended
------------------ ----------------
June 29, June 30, June 29, June 30,
2003 2002 2003 2002
---- ---- ---- ----
(In thousands)
Net income, as reported $13,035 $13,977 $8,485 $17,219
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards (61) (126) (105) (253)
------- ------- ------ -------
Pro forma net income $12,974 $13,851 $8,380 $16,966
======= ======= ====== =======
On March 31, 2003 the Option Plan was amended to provide for an
additional 100.0 options that may be granted, resulting in an aggregate number
of 631.0 options that may be granted under the Option Plan. On March 31, 2003 an
additional 90.8 options were granted, resulting in an aggregate number of 621.8
options outstanding.
Variable Interest Entities
In January 2003, the FASB issued FIN 46, "Consolidation of Variable
Interest Entities." FIN 46 establishes accounting and disclosure requirements
for ownership interests in entities that have certain financial or ownership
characteristics (sometimes known as "Special Purpose Entities"). FIN 46 is
applicable for variable interest entities created after January 31, 2003 and
becomes effective in the first fiscal year or interim accounting period
beginning after June 15, 2003 for variable interest entities created before
February 1, 2003. The Company adopted FIN 46 on June 30, 2003 and the adoption
of FIN 46 did not have a significant impact on its results of operations or
financial position.
Financial Instruments
In May 2003, the FASB issued SFAS 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. This statement is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003, except for mandatorily
redeemable financial instruments of nonpublic entities. The Company adopted SFAS
150 on June 30, 2003 and the adoption of SFAS 150 did not have a significant
impact on its results of operations or financial position.
8
GRAHAM PACKAGING HOLDINGS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)--Continued
Leases
In May 2003, the Emerging Issues Task Force ("EITF") reached a
consensus on EITF 01-8, "Determining Whether an Arrangement Contains a Lease."
EITF 01-8 provides guidance for determining whether an arrangement contains a
lease that is within the scope of SFAS 13 and is effective for arrangements
initiated after the beginning of the first interim period beginning after May
28, 2003. The Company adopted EITF 01-8 on June 30, 2003 and the adoption of
EITF 01-8 did not have a significant impact on its results of operations or
financial position.
Reclassifications
Certain reclassifications have been made to the 2002 financial
statements to conform to the 2003 presentation.
2. Debt Arrangements
Long-term debt consisted of the following:
June 29, December 31,
2003 2002
---- ----
(In thousands)
Term loans...................................... $ 570,000 $ 502,000
Revolving Credit Facility....................... 27,500 155,500
Foreign and other revolving credit facilities... 2,223 3,483
Senior Subordinated Notes....................... 325,000 225,000
Senior Discount Notes........................... 169,000 168,377
Capital leases.................................. 13,588 14,400
Other........................................... 4,713 1,867
---------- ----------
1,112,024 1,070,627
Less amounts classified as current.............. 7,995 7,992
---------- ----------
$1,104,029 $1,062,635
========== ==========
On February 14, 2003 the 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 consisted of
two term loans to the Operating Company with initial term loan commitments
totaling $670.0 million (the "Term Loans" or "Term Loan Facilities") and a
$150.0 million revolving credit facility (the "Revolving Credit Facility").
Interest is payable at (a) the "Alternate Base Rate" (the higher of the Prime
Rate or the Federal Funds Rate plus 0.50%) plus a margin ranging from 1.75% to
3.25%; or (b) the "Eurodollar Rate" (the applicable interest rate offered to
banks in the London interbank eurocurrency market) plus a margin ranging from
2.75% to 4.25%. The unused availability of the Revolving Credit Facility under
the Senior Credit Agreement at June 29, 2003 was $122.2 million. 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. On
June 29, 2003 the Company was in compliance with all covenants.
On May 28, 2003 the Company and GPC Capital Corp I issued $100.0
million aggregate principal amount of 8 3/4% Senior Subordinated Notes due 2008
pursuant to Rule 144A under the Securities Act of 1933, as amended. The notes
were issued under the February 2, 1998 Senior Subordinated Indenture. The notes
were issued in exchange for, and in full satisfaction of, the $100.0 million
aggregate principal amount of the Tranche II term loan then outstanding under
the Company's Senior Credit Agreement.
As a result of the refinancing on February 14, 2003 the Company
incurred debt issuance fees and other related costs of approximately $20
million, of which $0.7 million were expensed and the remaining amount will be
recognized as interest expense over five to seven years based upon the terms of
the related debt instruments. Additionally, $5.5 million of deferred debt
issuance fees associated with the prior senior credit agreement were written
off.
Interest paid during the six months ended June 29, 2003 and June 30,
2002, net of amounts capitalized, totaled $34.9 million and $32.7 million,
respectively.
9
GRAHAM PACKAGING HOLDINGS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)--Continued
3. Inventories
Inventories consisted of the following:
June 29, December 31,
2003 2002
---- ----
(In thousands)
Finished goods.................... $48,738 $43,786
Raw materials and parts........... 22,635 18,874
------ ------
$71,373 $62,660
======= =======
4. Impairment Charges
Due to the Company's commitment to a plan to sell its operations in
Germany, the Company evaluated the recoverability of its assets in Germany. The
Company adjusted the carrying values of these assets to the lower of their
carrying values or their estimated fair values less costs to sell, resulting in
an impairment charge of $0.4 million for the six months ended June 29, 2003.
These assets were disposed of on March 31, 2003.
Due to a significant change in the ability to utilize certain assets in
the U.S., the Company evaluated the recoverability of these assets. For these
assets to be disposed of, the Company adjusted the carrying values to the lower
of their carrying values or their estimated fair values less costs to sell,
resulting in an impairment charge of $0.2 million for the six months ended June
29, 2003.
5. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following:
June 29, December 31,
2003 2002
---- ----
(In thousands)
Accounts payable..............................$ 84,092 $ 77,022
Accrued employee compensation and benefits.... 22,887 36,062
Accrued interest.............................. 18,300 11,120
Accrued sales allowance....................... 5,779 9,919
Other......................................... 32,744 35,109
-------- --------
$163,802 $169,232
======== ========
For the year ended December 31, 2002, the Company incurred costs of
employee termination benefits in Blyes and Noeux les Mines, France of $9.0
million, which included the legal liability of severing 149 employees. For the
six months ended June 29, 2003, the Company incurred additional costs of
employee termination benefits in France of $1.4 million. The Company terminated
110 of these employees as of June 29, 2003. Substantially all of the cash
payments for these termination benefits are expected to be made by June 30,
2004. The following table reflects a rollforward of the reorganization costs,
primarily included in accrued employee compensation and benefits (in thousands):
France
Reduction
in Force
---------
Reserves at December 31, 2002............. $ 9,015
Increase in reserves...................... 1,421
Cash payments............................. (7,310)
-------
Reserves at June 29, 2003................. $ 3,126
=======
10
GRAHAM PACKAGING HOLDINGS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)--Continued
6. Income Taxes
The Company does not pay United States federal income taxes under the
provisions of the Internal Revenue Code, as the applicable income or loss is
included in the tax returns of the partners. For the Company's foreign
operations subject to tax in their local jurisdictions, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and are measured
using enacted tax rates expected to apply to taxable income in the years in
which the temporary differences are expected to reverse. During 2003 and 2002,
some of the Company's various taxable entities incurred additional net operating
losses for which no carryforward benefit has been recognized.
7. Rent Expense
The Company is a party to various leases involving real property and
equipment. Total rent expense for operating leases amounted to $5.8 million and
$11.9 million for the three and six months ended June 29, 2003, respectively,
and $5.7 million and $11.3 million for the three and six months ended June 30,
2002, respectively.
8. Contingencies
The Company is party to various litigation matters arising in the
ordinary course of business. The ultimate legal and financial liability of the
Company with respect to such litigation cannot be estimated with certainty, but
management believes, based on its examination of these matters, experience to
date and discussions with counsel, that ultimate liability from the Company's
various litigation matters will not be material to the business, financial
condition or results of operations of the Company.
On July 9, 2002, the Company and Graham Engineering amended the
equipment sales, service and licensing agreement to, among other things,
obligate the Company, retroactive to January 1, 2002 and subject to certain
credits and carry-forwards, to make payments for products and services to Graham
Engineering in the amount of at least $12.0 million per calendar year, or else
pay Graham Engineering a shortfall payment. The Company does not expect to be
required to make a shortfall payment relative to its purchases for 2003.
9. Condensed Operating Company Data
Condensed financial data for the Operating Company as of June 29, 2003
and December 31, 2002 was as follows:
June 29, December 31,
2003 2002
---- ----
(In thousands)
Current assets...................... $ 225,576 $ 193,174
Non-current assets.................. 641,196 608,535
Total assets........................ 866,772 801,709
Current liabilities................. 163,419 177,224
Non-current liabilities............. 959,124 913,016
Partners' capital (deficit)......... (255,771) (288,531)
11
GRAHAM PACKAGING HOLDINGS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)--Continued
Condensed financial data for the Operating Company for the three and
six months ended June 29, 2003 and June 30, 2002 was as follows:
Three Months Ended Six Months Ended
------------------ ----------------
June 29, June 30, June 29, June 30,
2003 2002 2003 2002
---- ---- ---- ----
(In thousands)
Net sales............. $261,073 $236,389 $493,803 $467,908
Gross profit.......... 50,814 49,317 95,663 89,369
Net income............ 17,756 18,231 17,741 25,606
Full separate financial statements and other disclosures of the
Operating Company have not been presented. Management has determined that such
financial information is not material to investors.
10. Comprehensive Income
Comprehensive income for the three and six months ended June 29, 2003
and June 30, 2002 was as follows:
Three Months Ended Six Months Ended
------------------ ----------------
June 29, June 30, June 29, June 30,
2003 2002 2003 2002
---- ---- ---- ----
(In thousands)
Net income................................... $13,035 $13,977 $8,485 $17,219
Changes in fair value of derivatives......... (3,622) (1,943) (4,487) 4,195
Elimination of cash flow hedge accounting.... -- -- 4,783 --
Additional minimum pension liability......... 290 (36) 234 (35)
Cumulative translation adjustment............ 12,059 9,539 14,565 9,282
------- ------- ------- -------
Comprehensive income......................... $21,762 $21,537 $23,580 $30,661
======= ======= ======= =======
12
GRAHAM PACKAGING HOLDINGS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)--Continued
11. Segment Information
The Company is organized and managed on a geographical basis in three
operating segments: North America (which includes the United States, Canada and
Mexico), Europe and South America. Segment information for the three and six
months ended June 29, 2003 and June 30, 2002, representing the reportable
segments currently utilized by the chief operating decision maker, was as
follows:
North South
America Europe America Eliminations Total
------- ------ ------- ------------ -----
(a) (b)
(In thousands)
Net sales (c) Three months ended June 29, 2003 $218,669 $ 36,734 $ 5,670 -- $261,073
Three months ended June 30, 2002 194,332 33,991 8,066 -- 236,389
Six months ended June 29, 2003 410,731 72,020 11,052 -- 493,803
Six months ended June 30, 2002 379,287 73,033 15,588 -- 467,908
Operating income Three months ended June 29, 2003 31,629 3,881 352 -- 35,862
(loss) (d) Three months ended June 30, 2002 35,139 (1,106) 778 -- 34,811
Six months ended June 29, 2003 58,289 5,137 788 -- 64,214
Six months ended June 30, 2002 60,639 (1,432) 1,214 -- 60,421
Depreciation and Three months ended June 29, 2003 17,838 295 375 -- 18,508
amortization (e) Three months ended June 30, 2002 15,655 2,406 582 -- 18,643
Six months ended June 29, 2003 39,908 2,808 704 -- 43,420
Six months ended June 30, 2002 32,762 3,261 1,234 -- 37,257
Impairment charges Three months ended June 29, 2003 -- -- -- -- --
Three months ended June 30, 2002 -- -- -- -- --
Six months ended June 29, 2003 245 364 -- -- 609
Six months ended June 30, 2002 -- -- -- -- --
Interest expense, net (e) Three months ended June 29, 2003 21,470 172 101 -- 21,743
Three months ended June 30, 2002 19,281 320 104 -- 19,705
Six months ended June 29, 2003 52,134 349 181 -- 52,664
Six months ended June 30, 2002 40,546 983 149 -- 41,678
Income tax (benefit) Three months ended June 29, 2003 (26) 1,333 151 -- 1,458
provision Three months ended June 30, 2002 (200) 653 237 -- 690
Six months ended June 29, 2003 151 2,706 309 -- 3,166
Six months ended June 30, 2002 (443) 904 453 -- 914
Identifiable assets (c) As of June 29, 2003 964,990 164,076 23,243 (289,192) 863,117
As of December 31, 2002 910,731 153,834 18,463 (284,717) 798,311
Goodwill As of June 29, 2003 3,515 1,313 775 -- 5,603
As of December 31, 2002 3,515 1,333 718 -- 5,566
Capital expenditures, Six months ended June 29, 2003 39,650 1,380 2,386 (32) 43,384
excluding acquisitions Six months ended June 30, 2002 35,153 4,979 4,406 -- 44,538
13
GRAHAM PACKAGING HOLDINGS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)--Continued
(a) On March 28, 2002, the Company completed the sale of certain assets and
liabilities of its Italian operations. During the 2nd quarter of 2002, the
Company closed its plant in the United Kingdom. On July 31, 2002, the
Company disposed of its operation in Blyes, France. On March 31, 2003, the
Company completed the sale of certain assets and liabilities of its German
operations.
(b) To eliminate intercompany balances, which include investments in the
operating segments and inter-segment receivables and payables.
(c) The Company's net sales for Europe include sales in France which totaled
approximately $20.8 million and $19.0 million for the three months ended
June 29, 2003 and June 30, 2002, respectively, and $39.4 million and $39.5
million for the six months ended June 29, 2003 and June 30, 2002,
respectively. Identifiable assets in France totaled approximately $92.9
million and $93.6 million as of June 29, 2003 and December 31, 2002,
respectively.
(d) In the fourth quarter of 2002 the Company changed its measurement method
used to determine reported segment profit or loss by allocating certain
selling, general and administrative costs incurred in North America to
Europe and South America. The effect in the three months ended June 29,
2003 was an increase in operating income for North America of $0.4 million
and decreases of $0.3 million and $0.1 million for Europe and South
America, respectively, and the effect in the six months ended June 29, 2003
was an increase in operating income for North America of $1.1 million and
decreases of $0.9 million and $0.2 million for Europe and South America,
respectively.
(e) Includes amortization of debt issuance fees.
Product Net Sales Information
The following is supplemental information on net sales by product
category:
Three Months Ended Six Months Ended
------------------ ----------------
June 29, June 30, June 29, June 30,
2003 2002 2003 2002
---- ---- ---- ----
(In thousands)
Food and Beverage ............... $156,787 $136,917 $290,026 $269,399
Household and Personal Care ..... 47,540 44,712 95,453 95,775
Automotive Lubricants ........... 56,746 54,760 108,324 102,734
-------- -------- -------- --------
Total Net Sales ................. $261,073 $236,389 $493,803 $467,908
======== ======== ======== ========
12. Subsequent Event
On August 11, 2003 the Company implemented a significant organizational
restructuring, primarily focused on North American Food and Beverage and
administrative support, that is expected to enhance market effectiveness and
improve the ongoing cost base. The Company estimates the effect of these actions
will reduce 2003 operating income by a net of approximately $2.6 million,
including one-time reorganization expenses of approximately $3.3 million offset
by cost savings of approximately $0.7 million. For 2004, the Company estimates a
net increase in operating income of approximately $2.5 million as a result of
this reorganization.
14
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
All statements other than statements of historical facts included in
this Report on Form 10-Q, including statements regarding the Company's future
financial position, economic performance and results of operations, as well as
the Company's business strategy, budgets and projected costs and plans and
objectives of management for future operations, and the information referred to
under "Quantitative and Qualitative Disclosures About Market Risk" (Part I, Item
3), 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, such
expectations may prove to have been incorrect. Important factors that could
cause actual results to differ materially from the Company's expectations
include, without limitation:
o the restrictive covenants contained in instruments governing
indebtedness of the Company;
o the high degree of leverage and substantial debt service obligations
of the Operating Company and Holdings;
o the Company's exposure to fluctuations in resin prices and its
dependence on resin supplies;
o risks associated with the Company's international operations;
o the Company's dependence on significant customers and the risk that
customers will not purchase the Company's products in the amounts
expected by the Company under their requirements contracts;
o a decline in the domestic motor oil business;
o risks associated with environmental regulation;
o the possibility that Blackstone'sinterests will conflict with the
Company's interests;
o the Company's dependenceon key management and its labor force and the
material adverse effect that could result from the loss of their
services;
o risks associated with possible future acquisitions; and
o the Company's dependence on blow molding equipment providers.
See "Business - Certain Risks of the Business" in Holdings' Annual Report on
Form 10-K for the fiscal year ended December 31, 2002. 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.
Overview
The Company is a worldwide leader in the design, manufacture and sale
of customized blow molded plastic containers for the branded food and beverage,
household and personal care and automotive lubricants markets and currently
operates 55 plants throughout North America, Europe and South America. The
Company's primary strategy is to operate in select markets that will position it
to benefit from the growing conversion to high performance plastic packaging
from more commodity packaging.
Management believes that critical success factors to the Company's
business are its ability to:
o serve the complex packaging demands of its customers which include
some of the world's largest branded consumer products companies;
o forecast trends in the packaging industry across product lines and
geographic territories (including those specific to the rapid
conversion of packaging products from glass, metal and paper to
plastic); and
o make the correct investments in plant and technology necessary to
satisfy the two factors mentioned above.
Management believes that the area with the greatest opportunity for
growth continues to be in producing containers for the food and beverage market
because of the continued conversion to plastic packaging, including the demand
for containers for juices, juice drinks, nutritional beverages, sport drinks,
teas, yogurt drinks, snacks and other food products. The Company has established
itself as the market leader in the value-added segment for hot-fill PET
containers. Recently, the Company has been a leading participant in the rapid
growth of the yogurt drinks market where the Company manufactures containers
using polyolefin resins. Since the beginning of 1999, the Company has invested
over $160.0 million in capital expenditures in the polyolefin area of the food
and beverage market. For the year ended December 31, 2002, the Company's sales
of polyolefin containers grew to $171.8 million from $117.7 million in 1999.
15
Excluding business impacted by the European restructuring, the
Company's household and personal care container business continues to grow, as
package conversion trends continue from other packaging forms in some of its
product lines. The Company continues to benefit as liquid fabric care
detergents, which are packaged in plastic containers, capture an increased share
from powdered detergents, which are predominantly packaged in paper-based
containers. The Company has upgraded its machinery to new larger, more
productive blow molders to standardize production lines, improve flexibility and
reduce manufacturing costs.
The Company's North American one quart motor oil container business is
in a mature industry. The Company has been able to partially offset pricing
pressures by renewing or extending contracts, improving manufacturing
efficiencies, line speeds, labor efficiency and inventory management and
reducing container weight and material spoilage. Unit volume in the one quart
motor oil industry decreased approximately 1% in 2002 as compared to 2001;
annual volumes declined an average of approximately 1% to 2% in prior years.
Management believes that the domestic one quart motor oil container business
will continue to decline approximately 2% to 3% annually for the next several
years but believes there are significant volume opportunities for automotive
business in foreign countries, particularly in South America. In 2002, the
Company was awarded 100% of Shell's (Shell, Pennzoil and Quaker State branded
motor oils) U.S. one quart volume requirements. This award includes supplying
from a facility on-site with Shell in Newell, West Virginia. ExxonMobil also
awarded the Company in 2002 100% of its one quart volume requirements for one of
its U.S. filling plants, located in Port Allen, Louisiana. ExxonMobil was not a
U.S. customer prior to this award.
The Company currently operates 20 facilities outside of the U.S.,
either on its own or through joint ventures, in Argentina, Belgium, Brazil,
Canada, France, Hungary, Mexico, Poland, Spain and Turkey. Over the past few
years, the Company has expanded its international operations with the addition
of new plants in France, Belgium, Spain, Poland and Mexico.
Changes in international economic conditions require that the Company
continually review its operations and make restructuring changes when it is
deemed appropriate. In the past few years, the Company restructured its
operations as follows.
o In its North American operations in 2001, the Company closed its
facility in Anjou, Quebec, Canada and in 2002 closed another plant in
Burlington, Ontario, Canada. Business from these facilities was
consolidated into other North American facilities as a result of these
closures.
o In its European operations, the Company committed to restructuring
changes in the United Kingdom, France, Italy and Germany as follows.
During the latter portion of 2001, the Company committed to a plan to
close its plant in the United Kingdom. This plant was closed during
2002. During the latter portion of 2001, the Company also committed to
a plan to sell or close certain plants in France. During 2002, one
facility in France was sold. Another facility in France was closed in
the second quarter of 2003. During the latter portion of 2001, the
Company committed to a plan to sell or close its plants in Italy. In
2002, the Company sold both of its plants in Italy. During the latter
portion of 2001, as a part of its European restructuring plans, the
Company committed to a plan to sell or close certain plants in
Germany. On March 31, 2003 the Company sold both of its plants in
Germany.
For the six months ended June 29, 2003, approximately 85% of the
Company's net sales were generated by the top twenty customers, the majority of
which were under long-term contracts with terms up to ten years; the remainder
of which were customers with whom the Company has been doing business for over
12 years on average. Prices under these arrangements are typically tied to
market standards and, therefore, vary with market conditions. In general, the
contracts are requirements contracts that do not obligate the customer to
purchase any given amount of product from the Company. The Company had sales to
one customer which exceeded 10% of total sales in each of the six months ended
June 29, 2003 and June 30, 2002. The Company's sales to this customer were 15.1%
and 18.5% of total sales for the six months ended June 29, 2003 and June 30,
2002, respectively. The Company also had sales to two other customers which
exceeded 10% of total sales for the six months ended June 29, 2003. The
Company's sales to these customers were 10.4% and 10.1% of total sales for the
six months ended June 29, 2003. For the six months ended June 29, 2003,
approximately 78% of the sales to these three customers were made in North
America.
Based on industry data, the following table summarizes average market
prices per pound of polyethylene terephthalate, or PET, and high-density
polyethylene, or HDPE, resins in the U.S. during the three and six months ended
June 2003 and 2002:
16
Three Months Ended June Six Months Ended June
----------------------- ---------------------
2003 2002 2003 2002
---- ---- ---- ----
PET......... $ 0.70 $ 0.61 $ 0.67 $ 0.58
HDPE........ 0.51 0.41 0.49 0.38
In general, the Company's dollar gross profit is substantially
unaffected by fluctuations in the prices of PET and HDPE resins, the primary raw
materials for the Company's products, because industry practice and the
Company's agreements with its customers permit substantially all resin price
changes to be passed through to customers by means of corresponding changes in
product pricing. Consequently, the Company believes that cost of goods sold, as
well as certain other expense items, should not be analyzed solely on a
percentage of net sales basis. A sustained increase in resin prices, to the
extent that those costs are not passed on to the end-consumer, would make
plastic containers less economical for the Company's customers and could result
in a slower pace of conversions to plastic containers.
The Company does not pay U.S. federal income taxes under the provisions
of the Internal Revenue Code, as the distributive share of the applicable income
or loss is included in the tax returns of its partners. The Company may make tax
distributions to its partners to reimburse them for such tax obligations, if
any. The Company's foreign operations are subject to tax in their local
jurisdictions. Most of these entities have historically incurred net operating
losses.
Results of Operations
The following tables set forth the major components of the Company's
net sales (in millions) and such net sales expressed as a percentage of total
net sales:
Three Months Ended Six Months Ended
------------------ ----------------
June 29, June 30, June 29, June 30,
2003 2002 2003 2002
---- ---- ---- ----
North America .............. $218.7 83.8% $194.3 82.2% $410.7 83.2% $379.3 81.1%
Europe ..................... 36.7 14.0 34.0 14.4 72.0 14.6 73.0 15.6
South America............... 5.7 2.2 8.1 3.4 11.1 2.2 15.6 3.3
------ ----- ------ ----- ------ ----- ------ -----
Total Net Sales ............ $261.1 100.0% $236.4 100.0% $493.8 100.0% $467.9 100.0%
====== ===== ====== ===== ====== ===== ====== =====
Three Months Ended Six Months Ended
------------------ ----------------
June 29, June 30, June 29, June 30,
2003 2002 2003 2002
---- ---- ---- ----
Food and Beverage........... $156.8 60.1% $136.9 57.9% $290.0 58.7% $269.4 57.6%
Household and Personal Care. 47.5 18.2 44.7 18.9 95.5 19.4 95.8 20.5
Automotive Lubricants....... 56.8 21.7 54.8 23.2 108.3 21.9 102.7 21.9
------ ----- ------ ----- ------ ----- ------ -----
Total Net Sales............. $261.1 100.0% $236.4 100.0% $493.8 100.0% $467.9 100.0%
====== ====== ====== ====== ====== ====== ====== ======
Three Months Ended June 29, 2003 Compared to Three Months Ended June 30, 2002
Net Sales. Net sales for the three months ended June 29, 2003 increased $24.7
million or 10.4% to $261.1 million from $236.4 million for the three months
ended June 30, 2002. The increase in sales was primarily due to an increase in
resin pricing combined with an 8.1% increase in units sold, principally due to
additional food and beverage container business where units increased by 17.6%.
These increases were partially offset by the Company's restructuring process in
Europe which included the sale or closing of seven non-strategic locations, of
which all locations were sold or closed as of June 29, 2003. Excluding business
impacted by the European restructuring, sales for the three months ended June
29, 2003 would have increased approximately 14% compared to the sales for the
three months ended June 30, 2002 and unit volume would have increased
approximately 11%. On a geographic basis, sales for the three months ended June
29, 2003 in North America increased $24.4 million or 12.6% from the three months
ended June 30, 2002 and included higher units sold of 8.5%. North American sales
in the food and beverage business, the household and personal care business and
the automotive lubricants business contributed $16.0 million, $5.3 million and
$3.1 million, respectively, to the increase. Units sold in North America
increased by 21.1% in the food and beverage business, decreased by 12.8% in the
17
household and personal care business and decreased by 3.3% in the automotive
lubricants business. Sales for the three months ended June 29, 2003 in Europe
increased $2.7 million or 7.9% from the three months ended June 30, 2002. The
increase in sales was primarily due to exchange rate changes and higher unit
volume, offset by the European restructuring. Overall, the European sales
reflected a 13.3% increase in units sold. Exchange rate changes increased sales
by approximately $6.4 million. Excluding business impacted by the European
restructuring, sales in Europe for the three months ended June 29, 2003 would
have increased $9.1 million, or approximately 33%, compared to sales for the
three months ended June 30, 2002 and unit volume in Europe would have increased
approximately 22% compared to the same period last year. Sales in South America
for the three months ended June 29, 2003 decreased $2.4 million or 29.6% from
the three months ended June 30, 2002, in part due to exchange rate changes of
approximately $0.8 million.
Gross Profit. Gross profit for the three months ended June 29, 2003 increased
$1.5 million to $50.8 million from $49.3 million for the three months ended June
30, 2002. Gross profit for the three months ended June 29, 2003 increased $5.6
million in Europe, decreased $3.6 million in North America and decreased $0.5
million in South America, when compared to the three months ended June 30, 2002.
The increase in gross profit resulted primarily from an increase in unit volume
and strong operating performance related to ongoing business in Europe of $2.3
million, a net reduction of restructuring and customer consolidation expenses in
North America and Europe of $1.4 million and exchange rate gains in Europe of
approximately $0.8 million, offset by a decrease in gross profit related to
ongoing business in North America of $3.0 million.
Selling, General & Administrative Expenses. Selling, general and administrative
expenses for the three months ended June 29, 2003 increased $0.5 million to
$15.0 million from $14.5 million for the three months ended June 30, 2002. The
increase was primarily due to certain expenses in North America in part related
to the expansion into Mexico and, in Europe, increases due to exchange rates
offset by a reduction in expatriate-related costs. The non-recurring charges
were $0.8 million and $0.9 million for the three months ended June 29, 2003 and
June 30, 2002, respectively, comprised primarily in both periods of global
reorganization costs. Selling, general and administrative expenses as a percent
of sales decreased to 5.7% of sales for the three months ended June 29, 2003
from 6.1% of sales for the three months ended June 30, 2002. Excluding
non-recurring charges, selling, general and administrative expenses as a percent
of sales decreased to 5.4% of sales for the three months ended June 29, 2003
from 5.8% of sales for the three months ended June 30, 2002.
Interest Expense, Net. Interest expense, net increased $2.0 million to $21.7
million for the three months ended June 29, 2003 from $19.7 million for the
three months ended June 30, 2002. The increase was primarily related to higher
LIBOR margins under the Company's New Senior Credit Agreement.
Other (income) expense, net. Other income was $0.8 million for the three months
ended June 29, 2003 as compared to other expense of $0.1 million for the three
months ended June 30, 2002. The higher income was primarily due to higher
foreign exchange gains in the three months ended June 29, 2003 as compared to
the three months ended June 30, 2002.
Minority Interest. Minority interest remained unchanged at $0.4 million for both
the three months ended June 29, 2003 and June 30, 2002.
Income Tax Provision. Income tax provision increased $0.8 million to $1.5
million for the three months ended June 29, 2003 from $0.7 million for the three
months ended June 30, 2002. The increase was primarily related to increased
taxable earnings in certain of the Company's European subsidiaries for the three
months ended June 29, 2003 as compared to the three months ended June 30, 2002.
Net Income. Primarily as a result of factors discussed above, net income was
$13.0 million for the three months ended June 29, 2003 compared to net income of
$14.0 million for the three months ended June 30, 2002.
Covenant Compliance EBITDA. Primarily as a result of factors discussed above,
Covenant Compliance EBITDA (as hereinafter defined) increased $1.0 million or
1.8% to $56.6 million for the three months ended June 29, 2003 from $55.6
million for the three months ended June 30, 2002. A reconciliation from Net
Income to Covenant Compliance EBITDA is provided within "--Liquidity and Capital
Resources."
18
Six months ended June 29, 2003 Compared to Six months ended June 30, 2002
Net Sales. Net sales for the six months ended June 29, 2003 increased $25.9
million or 5.5% to $493.8 million from $467.9 million for the six months ended
June 30, 2002. The increase in sales was primarily due to an increase in resin
pricing combined with a 4.7% increase in units sold, principally due to
additional food and beverage container business where units increased by 12.5%.
These increases were partially offset by the Company's restructuring process in
Europe which included the sale or closing of seven non-strategic locations, of
which all locations were sold or closed as of June 29, 2003. Excluding business
impacted by the European restructuring, sales for the six months ended June 29,
2003 would have increased approximately 10% compared to the sales for the six
months ended June 30, 2002 and unit volume would have increased approximately
9%. On a geographic basis, sales for the six months ended June 29, 2003 in North
America increased $31.4 million or 8.3% from the six months ended June 30, 2002
and included higher units sold of 5.8%. North American sales in the food and
beverage business, the household and personal care business and the automotive
lubricants business contributed $15.2 million, $8.1 million and $8.1 million,
respectively, to the increase. Units sold in North America increased by 14.4% in
the food and beverage business, decreased by 12.7% in the household and personal
care business and decreased by 0.2% in the automotive lubricants business. Sales
for the six months ended June 29, 2003 in Europe decreased $1.0 million or 1.4%
from the six months ended June 30, 2002. The decrease in sales was primarily due
to the European restructuring. Overall, the European sales reflected a 6.3%
increase in units sold. Exchange rate changes increased sales by approximately
$12.5 million. Excluding business impacted by the European restructuring, sales
in Europe for the six months ended June 29, 2003 would have increased $16.4
million, or approximately 31%, compared to sales for the six months ended June
30, 2002 and unit volume in Europe would have increased approximately 18%
compared to the same period last year. Sales in South America for the six months
ended June 29, 2003 decreased $4.5 million or 28.8% from the six months ended
June 30, 2002, primarily due to exchange rate changes of approximately $3.4
million.
Gross Profit. Gross profit for the six months ended June 29, 2003 increased $6.3
million to $95.7 million from $89.4 million for the six months ended June 30,
2002. Gross profit for the six months ended June 29, 2003 decreased $1.1 million
in North America, increased $8.1 million in Europe and decreased $0.7 million in
South America, when compared to the six months ended June 30, 2002. The increase
in gross profit resulted primarily from an increase in unit volume and strong
operating performance related to ongoing business in Europe of $3.9 million, a
net reduction of restructuring and customer consolidation expenses in North
America and Europe of $4.0 million and exchange rate gains in Europe of
approximately $1.6 million, offset by a decrease in gross profit related to
ongoing business in North America of $3.4 million.
Selling, General & Administrative Expenses. Selling, general and administrative
expenses for the six months ended June 29, 2003 increased $1.9 million to $30.8
million from $28.9 million for the six months ended June 30, 2002. The increase
was primarily due to certain expenses in North America in part related to the
expansion into Mexico and, in Europe, increases due to exchange rates offset by
a reduction in expatriate-related costs. The non-recurring charges were $1.1
million for both the six months ended June 29, 2003 and June 30, 2002, comprised
primarily in both periods of global reorganization costs. Selling, general and
administrative expenses as a percent of sales remained at 6.2% of sales for each
of the six months ended June 29, 2003 and the six months ended June 30, 2002.
Excluding non-recurring charges, selling, general and administrative expenses as
a percent of sales increased to 6.0% of sales for the six months ended June 29,
2003 from 5.9% of sales for the six months ended June 30, 2002.
Impairment Charges. Due to the Company's commitment to a plan to sell its
operations in Germany, the Company evaluated the recoverability of its assets in
Germany. The Company adjusted the carrying values of these assets to the lower
of their carrying values or their estimated fair values less costs to sell,
resulting in an impairment charge of $0.4 million for the six months ended June
29, 2003. These assets were disposed of on March 31, 2003.
Due to a significant change in the ability to utilize certain assets in the
U.S., the Company evaluated the recoverability of these assets. For these assets
to be disposed of, the Company adjusted the carrying values to the lower of
their carrying values or their estimated fair values less costs to sell,
resulting in an impairment charge of $0.2 million for the six months ended June
29, 2003.
Interest Expense, Net. Interest expense, net increased $11.0 million to $52.7
million for the six months ended June 29, 2003 from $41.7 million for the six
months ended June 30, 2002. The increase was primarily related to the
refinancing of the Company's prior Senior Credit Agreement, which resulted in
the write-off of debt issuance fees of $6.2 million, higher LIBOR margins under
the Company's New Senior Credit Agreement and the reclassification into expense
of the remaining unrealized loss on existing interest rate swap agreements
applicable to indebtedness under the Company's prior Senior Credit Agreement of
$4.8 million, partially offset by a change in fair value of existing interest
rate swap agreements applicable to indebtedness under that credit agreement of
$3.3 million and a decline in interest rates.
19
Other (income) expense, net. Other income was $0.8 million for the six months
ended June 29, 2003 as compared to $0.0 million for the six months ended June
30, 2002. The higher income was primarily due to higher foreign exchange gains
in the six months ended June 29, 2003 as compared to the six months ended June
30, 2002.
Minority Interest. Minority interest remained unchanged at $0.7 million for both
the six months ended June 29, 2003 and June 30, 2002.
Income Tax Provision. Income tax provision increased $2.3 million to $3.2
million for the six months ended June 29, 2003 from $0.9 million for the six
months ended June 30, 2002. The increase was primarily related to increased
taxable earnings in certain of the Company's European subsidiaries for the six
months ended June 29, 2003 as compared to the six months ended June 30, 2002.
Net Income. Primarily as a result of factors discussed above, net income was
$8.5 million for the six months ended June 29, 2003 compared to net income of
$17.2 million for the six months ended June 30, 2002.
Covenant Compliance EBITDA. Primarily as a result of factors discussed above,
Covenant Compliance EBITDA (as hereinafter defined) increased $3.2 million or
3.1% to $105.6 million for the six months ended June 29, 2003 from $102.4
million for the six months ended June 30, 2002. A reconciliation from Net Income
to Covenant Compliance EBITDA is provided within "--Liquidity and Capital
Resources."
Effect of Changes in Exchange Rates
In general, the Company's results of operations are affected by changes
in foreign exchange rates. Subject to market conditions, the Company prices its
products in its foreign operations in local currencies. As a result, a decline
in the value of the U.S. dollar relative to the local currencies of profitable
foreign subsidiaries can have a favorable effect on the profitability of the
Company, and an increase in the value of the U.S. dollar relative to the local
currencies of profitable foreign subsidiaries can have a negative effect on the
profitability of the Company. Exchange rate fluctuations increased comprehensive
income by $12.1 million and $9.5 million for the three months ended June 29,
2003 and June 30, 2002, respectively, and increased comprehensive income by
$14.6 million and $9.3 million for the six months ended June 29, 2003 and June
30, 2002, respectively.
Derivatives
On February 14, 2003 the Company entered into three new interest rate
swap agreements beginning March 24, 2003, under which the Company receives
variable interest based on the Eurodollar Rate (the applicable interest rate
offered to banks in the London interbank eurocurrency market) and pays fixed
interest at a weighted average rate of 2.54%, on $300.0 million of term loans
through March 24, 2006. The effective portion of the change in the fair value of
the new interest rate swaps is recorded in other comprehensive income ("OCI")
and was an unrealized loss of $5.9 million for the six months ended June 29,
2003. Approximately one third of the amount recorded within OCI is expected to
be recognized as interest expense in the next twelve months. Failure to properly
document the Company's interest rate swaps as cash flow hedges would result in
income statement recognition of all or part of the cumulative $5.9 million
unrealized loss recorded in OCI as of June 29, 2003.
The Company entered into interest rate swap agreements to hedge the
exposure to increasing rates with respect to its prior senior credit agreement.
These interest rate swaps were accounted for as cash flow hedges. In connection
with the closing of the Senior Credit Agreement (as hereinafter defined) on
February 14, 2003 these swaps no longer qualified for hedge accounting. As such,
the Company recorded a non-cash charge of approximately $4.8 million within
interest expense as a result of the reclassification into expense of the
remaining unrealized loss on existing interest rate swap agreements applicable
to indebtedness under its prior senior credit agreement. These interest rate
swap agreements expire at various points through September 2003. The effective
portion of the change in fair value of these swaps from January 1, 2003 to
February 14, 2003 was recorded in OCI and was an unrealized gain of $1.5
million. The change in fair value of these swaps after February 14, 2003 was
recognized in earnings and resulted in a reduction of interest expense of $3.3
million for the six months ended June 29, 2003.
In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities." This Statement
amends and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities
20
under SFAS 133. This Statement is effective for contracts entered into or
modified, and for hedging relationships designated after June 30, 2003. Other
provisions of this statement that related to SFAS 133 Implementation Issues
should continue to be applied in accordance with their respective effective
dates. The Company adopted SFAS 149 on July 1, 2003 and the adoption of SFAS 149
did not have a significant impact on its results of operations or financial
position.
Liquidity and Capital Resources
In the six months ended June 29, 2003, the Company funded, through its
various borrowing arrangements and operating activities, $43.3 million of
investing activities, consisting of $43.4 million of capital expenditures,
offset by $0.1 million of proceeds from the sale of the German operations.
The Company's Senior Credit Agreement currently consists of one term
loan to the Operating Company with an initial term loan commitment totaling
$570.0 million and a revolving loan facility to the Operating Company totaling
$150.0 million. The unused availability of the revolving credit facility under
the Senior Credit Agreement at June 29, 2003 was $122.2 million. The obligations
of the Operating Company under the Senior Credit Agreement are guaranteed by
Holdings and certain other subsidiaries of Holdings. The term loan is payable in
quarterly installments and requires payments of $2.0 million in 2003, $4.0
million in 2004, $20.0 million in 2005, $45.0 million in 2006, $45.0 million in
2007, $200.0 million in 2008, $200.0 million in 2009 and $54.0 million in 2010.
The Company expects to fund scheduled debt repayments from cash from operations
and unused lines of credit. The revolving loan facility expires on the earlier
of February 14, 2008 and the Term Loan maturity date.
The Senior Credit Agreement contains certain affirmative and negative
covenants as to the operations and financial condition of the Company, as well
as restrictions on the payment of dividends and other distributions to Holdings.
Substantially all domestic tangible and intangible assets of the Company are
pledged as collateral pursuant to the terms of the Senior Credit Agreement.
On May 28, 2003 the Company and GPC Capital Corp I issued $100.0
million aggregate principal amount of 8 3/4% Senior Subordinated Notes due 2008
pursuant to Rule 144A under the Securities Act of 1933, as amended. The notes
were issued under the February 2, 1998 Senior Subordinated Indenture. The notes
were issued in exchange for, and in full satisfaction of, the $100.0 million
aggregate principal amount of the Tranche II term loan then outstanding under
the Company's Senior Credit Agreement.
The Company's other indebtedness included the issuance of $325.0
million of senior subordinated notes due 2008 (including the $100.0 million
add-on issued May 28, 2003) and the issuance of $169.0 million aggregate
principal amount at maturity of Senior Discount Notes due 2009 which yielded
gross proceeds of $100.6 million. At June 29, 2003, the aggregate accreted value
of the Senior Discount Notes was $169.0 million. The Senior Subordinated Notes
are unconditionally guaranteed on a senior subordinated basis by Holdings and
mature on January 15, 2008, with interest payable on $250.0 million at a fixed
rate of 8.75% and with interest payable on $75.0 million at LIBOR plus 3.625%.
The Senior Discount Notes mature on January 15, 2009, with cash interest payable
semi-annually beginning July 15, 2003 at 10.75%. The effective interest rate to
maturity on the Senior Discount Notes is 10.75%. At June 29, 2003, the Company's
total indebtedness was $1,112.0 million.
The term loan and revolving loan facility will become due on July 15,
2007 if the $325.0 million of Senior Subordinated Notes due 2008 have not been
refinanced by January 15, 2007. The term loan will become due on July 15, 2008
if the Senior Discount Notes have not been refinanced by January 15, 2008.
As market conditions warrant, the Company and its major equityholders,
including Blackstone Capital Partners III Merchant Bank Fund L.P. and its
affiliates, may from time to time repurchase debt securities issued by the
Company, in privately negotiated or open market transactions, by tender offer or
otherwise.
Covenant compliance EBITDA is not intended to represent cash flow from
operations as defined by generally accepted accounting principles and should not
be used as an alternative to net income as an indicator of operating performance
or to cash flow as a measure of liquidity. Covenant compliance EBITDA is
calculated in the Senior Credit Agreement and Indentures by adding minority
interest, extraordinary items, interest expense, interest income, income taxes,
depreciation and amortization expense, impairment charges, the ongoing $1.0
million per year fee paid pursuant to the Blackstone monitoring agreement,
non-cash equity income in earnings of joint ventures, other non-cash charges,
Recapitalization expenses, special charges and unusual items and certain other
charges to net income. Covenant compliance EBITDA is included because covenants
in the Company's debt agreements are tied to ratios based on that measure. For
21
example, the Senior Credit Agreement requires that the Operating Company
maintain a ratio of covenant compliance EBITDA to interest starting at a minimum
of 2.25x and a ratio of net debt to covenant compliance EBITDA starting at a
maximum of 5.50x, in each case for the most recent four quarter period. The
ability of the Operating Company to incur additional debt and make certain
restricted payments under the Indentures is tied to a ratio of covenant
compliance EBITDA to interest expense of 1.75 to 1, except that the Operating
Company may incur certain debt and make certain restricted payments without
regard to the ratio, such as up to $650 million under the Senior Credit
Agreement and investments equal to 10% of the Operating Company's total assets.
While covenant compliance EBITDA and similar measures are frequently used as
measures of operations and the ability to meet debt service requirements, these
terms are not necessarily comparable to other similarly titled captions of other
companies due to the potential inconsistencies in the method of calculation.
Covenant compliance EBITDA is calculated as follows:
Three Months Ended Six Months Ended
------------------ ----------------
June 29, June 30, June 29, June 30,
2003 2002 2003 2002
---- ---- ---- ----
(In millions)
Net income...................................................... $13.0 $14.0 $ 8.5 $17.2
Interest expense, net........................................... 21.7 19.7 52.7 41.7
Income tax expense.............................................. 1.5 0.7 3.2 0.9
Depreciation and amortization................................... 17.2 17.5 34.8 35.0
Impairment charges.............................................. -- -- 0.6 --
Fees paid pursuant to the Blackstone monitoring agreement....... 0.2 0.2 0.5 0.5
Minority interest............................................... 0.4 0.4 0.7 0.7
Certain other charges (1)(2).................................... 2.6 3.1 4.6 6.4
----- ----- ------ ------
Covenant compliance EBITDA...................................... $56.6 $55.6 $105.6 $102.4
===== ===== ====== ======
(1) The three and six months ended June 29, 2003 include global
reorganization costs ($2.3 million and $4.4 million, respectively) and
other costs ($0.3 million and $0.2 million, respectively). The three
and six months ended June 30, 2002 include global reorganization costs
($3.1 million and $6.3 million, respectively) and other costs ($0.0
million and $0.1 million, respectively).
(2) Does not include project startup costs, which are included in the
calculation of covenant compliance EBITDA under the Senior Credit
Agreement and Indentures. These startup costs were $0.7 million and
$0.9 million for the three months ended June 29, 2003 and June 30,
2002, respectively, and $1.2 million and $2.0 million for the six
months ended June 29, 2003 and June 30, 2002, respectively.
Management believes that capital investment to maintain and upgrade
property, plant and equipment is important to remain competitive. Management
estimates that on average the annual capital expenditures required to maintain
the Company's facilities are approximately $30 million per year. Additional
capital expenditures beyond this amount will be required to expand capacity.
Capital expenditures for the six months ended June 29, 2003 were $43.4 million.
For the fiscal year 2003, the Company expects to incur approximately $120.0
million of capital investments. However, total capital investments for 2003 will
depend on the size and timing of growth related opportunities. The Company's
principal sources of cash to fund ongoing operations and capital requirements
have been and are expected to continue to be net cash provided by operating
activities and borrowings under the Senior Credit Agreement. Management believes
that these sources will be sufficient to fund the Company's ongoing operations
and its foreseeable capital requirements.
On July 9, 2002, the Company and Graham Engineering amended the
equipment sales, service and licensing agreement to, among other things,
obligate the Company, retroactive to January 1, 2002 and subject to certain
credits and carry-forwards, to make payments for products and services to Graham
Engineering in the amount of at least $12.0 million per calendar year, or else
pay Graham Engineering a shortfall payment. The Company does not expect to be
required to make a shortfall payment relative to its purchases for 2003.
Under the Senior Credit Agreement, the Operating Company is subject to
restrictions on the payment of dividends or other distributions to Holdings;
provided that, subject to certain limitations, the Operating Company may pay
dividends or other distributions to Holdings:
o in respect of overhead, tax liabilities, legal, accounting and other
professional fees and expenses;
22
o to fund purchases and redemptions of equity interests of Holdings or
BMP/Graham Holdings Corporation held by then present or former
officers or employees of Holdings, the Operating Company or their
subsidiaries or by any employee stock ownership plan upon that
person's death, disability, retirement or termination of employment or
other circumstances with annual dollar limitations; and
o to finance the payment of cash interest on the Senior Discount Notes
or any notes issued pursuant to a refinancing of the Senior Discount
Notes.
Subsequent Event
On August 11, 2003 the Company implemented a significant organizational
restructuring, primarily focused on North American Food and Beverage and
administrative support, that is expected to enhance market effectiveness and
improve the ongoing cost base. The Company estimates the effect of these actions
will reduce 2003 operating income by a net of approximately $2.6 million,
including one-time reorganization expenses of approximately $3.3 million offset
by cost savings of approximately $0.7 million. For 2004, the Company estimates a
net increase in operating income of approximately $2.5 million as a result of
this reorganization.
23
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See the information set forth in Item 7A of Holdings' Annual Report on
Form 10-K for the fiscal year ended December 31, 2002 for complete quantitative
and qualitative disclosures about market risk. The following table provides
disclosure as of June 29, 2003 for financial instruments that have experienced
material changes in fair value since December 31, 2002.
Fair Value
Expected Maturity Date of Interest Rate Swap Agreements at June 29, 2003 June 29,
------------------------------------------------------------------------
2003 2004 2005 2006 2007 Thereafter Total 2003
---- ---- ---- ---- ---- ---------- ----- ----
(Dollars in thousands)
Derivatives matched
against liabilities:
Pay fixed swaps $ 200,000 -- -- $ 300,000 -- -- $ 500,000 $ (7,450)
Pay rate 4.99% -- -- 2.54% -- -- 3.52%
Receive rate 1.13% -- -- 1.79% -- -- 1.53%
24
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
Holdings 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
Holdings' disclosure controls and procedures subsequent to the
date of their evaluation, nor were there any significant
deficiencies or material weaknesses in Holdings' internal
controls. As a result, no corrective actions were required or
undertaken.
25
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).
(b) Reports on Form 8-K
During the quarter ended June 29, 2003 the Company filed a Report on
Form 8-K dated March 31, 2003 to report the disposition of the assets
of its German subsidiary, Graham Packaging Deutschland GmbH.
26
SIGNATURE
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.
Dated: August 13, 2003
GRAHAM PACKAGING HOLDINGS COMPANY
(Registrant)
By: BCP/Graham Holdings L.L.C.,
its General Partner
By: /s/ John E. Hamilton
-----------------------------------
John E. Hamilton
Chief Financial Officer
(chief accounting officer and duly
authorized officer)
27
Exhibit 31.1
CERTIFICATION
I, Philip R. Yates, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Graham Packaging
Holdings Company;
2) Based on my knowledge, this 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
report;
3) Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: August 13, 2003
By: /s/ Philip R. Yates
---------------------------------
Philip R. Yates
Chief Executive Officer
28
Exhibit 31.2
CERTIFICATION
I, John E. Hamilton, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Graham Packaging
Holdings Company;
2) Based on my knowledge, this 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
report;
3) Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: August 13, 2003
By: /s/ John E. Hamilton
---------------------------------
John E. Hamilton
Chief Financial Officer
29