Graphic Packaging Holding Company Reports Fourth Quarter and Full Year 2008 Results
MARIETTA, Ga., Feb. 26 /PRNewswire-FirstCall/ --
Fourth Quarter Highlights
-- Net sales of $1,047.7 million in the fourth quarter 2008 increased
$445.8 million or 74 percent over the prior year quarter.
-- Adjusted EBITDA was $103.1 million compared to Adjusted EBITDA of
$82.7 million in the prior year quarter.
-- Annualized synergies exceeded $67 million, well ahead of pace to
achieve target of $90 million by 2010.
-- Net debt was reduced by approximately $119 million since the
combination with Altivity last March.
Graphic Packaging Holding Company (NYSE: GPK), a leading provider of packaging solutions to food, beverage and other consumer products companies, today reported a Net Loss for the fourth quarter 2008 of $(57.7) million, or $(0.17) per share, based upon 342.6 million weighted average shares. Excluding $15.5 million of charges primarily related to the write-off of the company's #2 paper machine in West Monroe, LA and $3.3 million of charges associated with the combination with Altivity Packaging, LLC ("Altivity"), Adjusted Net Loss for the quarter was $(38.9) million, or $(0.11) per share. This compares to a fourth quarter 2007 Net Loss of $(0.7) million, or $(0.00) per share and a fourth quarter 2007 Adjusted Net Loss of $(7.3) million, or $(0.04) per share based upon 202.1 million weighted average shares.
For the full year 2008, Net Loss was $(99.7) million, or $(0.32) per share based on 315.8 million weighted average shares. This compares to a 2007 Net Loss of $(74.6) million or $(0.37) per share based on 201.8 million shares. Excluding the West Monroe #2 paper machine write-off and $42.1 million of charges associated with the combination with Altivity, full year 2008 Adjusted Net Loss was $(42.1) million or $(0.13) per share compared to a full year 2007 Adjusted Net Loss of $(56.0) million or $(0.28) per share.
"Despite experiencing $240 million of cost inflation during the year, our 2008 pro forma EBITDA remained relatively flat to the prior year. We were able to accomplish this through a number of initiatives, including price increases which totaled approximately $110 million. Additionally, our cost reduction initiatives contributed another $70 million to 2008 results. This marks the fifth consecutive year that Graphic has delivered significant cost savings. Finally, the integration of Altivity is well ahead of our original timeline as we achieved annualized synergies in excess of $67 million by the end of 2008."
"We have also reduced net debt by approximately $119 million since closing the combination with Altivity last March. A major driver of this debt reduction was our focus on working capital in the second half of the year. In particular, we have been highly focused on inventory control and remain committed to managing capacity to reflect demand. As a result, in addition to the permanent shut-down of our #2 SUS paper machine and the idling of our medium machine for the last two weeks of the year in West Monroe, LA, we also elected to take a total of 43 days of market-related downtime across our recycled board mill system in the fourth quarter. As a result, we reduced inventory levels by approximately $37 million, which helped to generate over $140 million of operating cash flow in the fourth quarter alone."
Net Sales
Net sales increased 74.0% to $1,047.7 million during fourth quarter 2008, compared to fourth quarter 2007 net sales of $601.9 million. Full year 2008 net sales were $4,079.4 million, or 68.5% higher than 2007 net sales of $2,421.2 million. When comparing against the prior year quarter, net sales in the fourth quarter of 2008 were positively impacted by:
-- $470 million from the inclusion of Altivity results; and
-- $10 million of favorable pricing;
Net sales were negatively impacted by:
-- $24 million related to volume and mix; and
-- $10 million due to unfavorable foreign currency exchange rates;
Attached is supplemental data showing fourth quarter 2008 net sales and net tons sold by each of the Company's business segments: Paperboard Packaging, Multi-wall Bag and Specialty Packaging. Pro forma net sales and pro forma net tons sold are also shown, each assuming that the combination with Altivity occurred on January 1, 2007 and excluding fourth quarter 2007 results for the two coated recycled board mills divested in September 2008.
EBITDA
EBITDA for fourth quarter 2008 was $84.3 million. Excluding $15.5 million of charges primarily related to the write-off of the company's #2 paper machine in West Monroe, LA and $3.3 million of charges associated with the combination with Altivity, Adjusted EBITDA was $103.1 million. This compares to fourth quarter 2007 EBITDA of $89.3 million and Adjusted EBITDA of $82.7 million. Full year 2008 EBITDA was $413.3 million without a pro forma adjustment for the full year benefit of Altivity EBITDA. Excluding the West Monroe #2 paper machine write-off and $42.1 million of charges associated with the combination with Altivity, full year 2008 Adjusted EBITDA was $470.9 million compared to 2007 Adjusted EBITDA of $339.1 million. When comparing against the prior year quarter, Adjusted EBITDA in the fourth quarter of 2008 was positively impacted by:
-- $45 million from the inclusion of Altivity results;
-- $17 million of lower operating costs as a result of ongoing continuous
improvement programs and lower compensation expense; and
-- $10 million of favorable pricing;
Fourth quarter 2008 Adjusted EBITDA was negatively impacted by:
-- $32 million of higher input costs primarily related to increased prices
for chemicals, energy, caustic soda, and virgin fiber;
-- $13 million of costs primarily resulting from the shutdown of the #2
paper machine;
-- $4 million related to volume and mix; and
-- $2 million of unfavorable foreign currency translation.
Other Results
At the end of the fourth quarter of 2008, the Company's total debt was $3,183.8 million compared to debt of $1,878.4 million at the end of 2007. Approximately $1.2 billion of debt was assumed in connection with the combination with Altivity. At December 31, 2008, the Company had $143.2 million drawn from its $400 million revolving facility. In light of the unprecedented and continuing volatility in the credit and securities markets, as opposed to reducing debt, the Company kept $160 million invested in short- term investments that are fully collateralized by U.S. Treasuries. Including Cash and Cash Equivalents, as of December 31, 2008, the Company had available liquidity of $390.5 million.
Net interest expense was $58.2 million for fourth quarter 2008, as compared to net interest expense of $40.3 million in fourth quarter 2007. Full year 2008 net interest expense was $215.4 million compared to $167.8 million in 2007. The increase was primarily due to the additional debt assumed in the combination with Altivity.
Fourth quarter 2008 income tax expense was $9.4 million and full year 2008 income tax expense was $34.4 million. Both the fourth quarter and full year expense was predominately attributable to the noncash expense associated with the amortization of goodwill for tax purposes. The Company has a $1.4 billion net operating loss carry-forward that is available to offset future taxable income in the United States.
Capital expenditures for fourth quarter 2008 were $56.9 million compared to $34.3 million in the fourth quarter of 2007. Approximately $4.8 million of fourth quarter 2008 capital expenditures were related to the inclusion of Altivity results. For the full year 2008, capital expenditures were $183.3 million compared to $95.9 million in 2007. Approximately $33.0 million of 2008 capital expenditures were related to the inclusion of Altivity results.
Under the terms of its Credit Agreement, the Company must comply with a maximum consolidated secured leverage ratio. As of December 31, 2008, the Company's ratio was 3.60 to 1.00, in compliance with the required maximum ratio of 5.00 to 1.00. The calculation of this covenant and the Company's net debt along with a tabular reconciliation of EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA, Pro Forma Net Sales, Credit Agreement EBITDA and Adjusted Net Loss to Net Loss is attached to this release.
Quarterly Pro Forma Comparisons
All pro forma results referenced in this release give effect to the combination with Altivity as if it had occurred on January 1, 2007 and exclude fourth quarter 2007 results for the two divested mills. The pro forma information is not necessarily indicative of what the combined companies' results of operations actually would have been if the combination had been completed on the date indicated.
-- Fourth quarter 2008 Pro Forma Adjusted Net Loss of $(38.9) million or
$(0.11) per share compares to fourth quarter 2007 Pro Forma Net Loss of
$(19.0) million or $(0.06) per share. Full year 2008 Pro Forma
Adjusted Net Loss of $(62.9) million or $(0.18) per share compares to
2007 Pro Forma Adjusted Net Loss of $(69.3) million or $(0.20) per
share.
-- Fourth quarter 2008 Pro Forma Net Sales of $1,047.7 million were
1.5 percent lower than fourth quarter 2007 Pro Forma Net Sales of
$1,063.7 million. Full year 2008 Pro Forma Net Sales of $4,470.5
million were 2.1% higher than 2007 Pro Forma Net Sales of $4,378.2
million.
-- Fourth quarter 2008 Pro Forma Adjusted EBITDA of $103.1 million
compares to fourth quarter 2007 Pro Forma Adjusted EBITDA of $120.5
million. Full year 2008 Pro Forma Adjusted EBITDA of $501.7 million
compares to 2007 Pro Forma Adjusted EBITDA of $510.2 million.
Earnings Call
The Company will host a conference call at 10:00 am eastern time on Friday, February 27, 2009 to discuss the results of the fourth quarter and full year 2008. To access the conference call, listeners calling from within North America should dial 800-392-9489 at least 10 minutes prior to the start of the conference call (Conference ID# 82549519). Listeners may also access the audio webcast at the Investor Relations section of the Graphic Packaging website: http://www.graphicpkg.com. Replays of the call can be accessed for one week by dialing 800-642-1687.
Forward Looking Statements
Any statements of the Company's expectations in this press release constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements, including but not limited to, statements regarding availability of the Company's net operating loss and our ability to recognize $90 million of annualized synergies by 2010, are based on currently available information and are subject to various risks and uncertainties that could cause actual results to differ materially from the Company's present expectations. These risks and uncertainties include, but are not limited to, the Company's substantial amount of debt, inflation of and volatility in raw material and energy costs, volatility in the credit and securities markets, cutbacks in consumer spending that could affect demand for the Company's products, continuing pressure for lower cost products, the Company's ability to implement its business strategies, including productivity initiatives and cost reduction plans, currency movements and other risks of conducting business internationally, and the impact of regulatory and litigation matters, including those that impact the Company's ability to protect and use its intellectual property. Undue reliance should not be placed on such forward-looking statements, as such statements speak only as of the date on which they are made and the Company undertakes no obligation to update such statements. Additional information regarding these and other risks is contained in the Company's periodic filings with the SEC.
About Graphic Packaging Holding Company
Graphic Packaging Holding Company (NYSE: GPK), headquartered in Marietta, Georgia, is a leading provider of packaging solutions for a wide variety of products to food, beverage and other consumer products companies. The Company is one of the largest producers of folding cartons and holds a leading market position in coated-recycled boxboard and specialty bag packaging. The Company's customers include some of the most widely recognized companies in the world. Additional information about Graphic Packaging, its business and its products is available on the Company's web site at www.graphicpkg.com.
GRAPHIC PACKAGING HOLDING COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
In millions, except share and per December 31, December 31,
share amounts 2008 2007
ASSETS
Current Assets:
Cash and Cash Equivalents $169.6 $9.3
Receivables, Net 369.6 226.7
Inventories 532.0 318.6
Other Current Assets 56.9 31.7
Total Current Assets 1,128.1 586.3
Property, Plant and Equipment, Net 1,935.1 1,376.2
Goodwill 1,204.8 641.5
Intangible Assets, Net 664.6 140.4
Other Assets 50.0 32.9
Total Assets $4,982.6 $2,777.3
LIABILITIES
Current Liabilities:
Short-Term Debt and Current Portion
of Long-Term Debt $18.6 $6.6
Accounts Payable 333.4 222.4
Other Accrued Liabilities 333.6 177.8
Total Current Liabilities 685.6 406.8
Long-Term Debt 3,165.2 1,871.8
Deferred Tax Liabilities 187.9 141.5
Accrued Pension and Postretirement
Benefits 373.6 170.3
Other Noncurrent Liabilities 43.4 42.9
Total Liabilities 4,455.7 2,633.3
SHAREHOLDERS' EQUITY
Preferred Stock, par value $.01 per
share; 100,000,000 shares authorized;
no shares issued or outstanding - -
Common Stock, par value $.01 per
share; 1,000,000,000 shares authorized;
342,522,470 and 200,978,569 shares issued
and outstanding at December 31, 2008 and
December 31, 2007, respectively 3.4 2.0
Capital in Excess of Par Value 1,955.4 1,191.6
Accumulated Deficit (1,075.4) (975.7)
Accumulated Other Comprehensive Loss (356.5) (73.9)
Total Shareholders' Equity 526.9 144.0
Total Liabilities and Shareholders' Equity $4,982.6 $2,777.3
GRAPHIC PACKAGING HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Twelve Months
Ended Ended
In millions, except per share December 31, December 31,
amounts 2008 2007 2008 2007
Net Sales $1,047.7 $601.9 $4,079.4 $2,421.2
Cost of Sales 945.8 513.0 3,596.9 2,089.4
Selling, General and Administrative 89.2 49.5 332.7 179.2
Research, Development and
Engineering 2.0 2.5 8.0 9.2
Other Income, Net 0.7 (0.9) (8.1) (7.8)
Income from Operations 10.0 37.8 149.9 151.2
Interest Income 0.3 0.1 1.3 0.4
Interest Expense (58.5) (40.4) (216.7) (168.2)
Loss on Early Extinguishment of Debt - - - (9.5)
Loss before Income Taxes and Equity
in Net Earnings of Affiliates (48.2) (2.5) (65.5) (26.1)
Income Tax Expense (9.4) (4.8) (34.4) (23.9)
Loss before Equity in Net Earnings
of Affiliates (57.6) (7.3) (99.9) (50.0)
Equity in Net (Loss) Earnings of
Affiliates (0.1) 0.2 1.1 0.9
Loss from Continuing Operations (57.7) (7.1) (98.8) (49.1)
Income (Loss) from Discontinued
Operations, Net of Taxes - 6.4 (0.9) (25.5)
Net Loss $(57.7) $(0.7) $(99.7) $(74.6)
(Loss) Income Per Share - Basic &
Diluted
Continuing Operations $(0.17) $(0.03) $(0.32) $(0.24)
Discontinued Operations - 0.03 - (0.13)
Total $(0.17) $(0.00) $(0.32) $(0.37)
Weighted Average Number of Shares
Outstanding - Basic 342.6 202.1 315.8 201.8
Weighted Average Number of Shares
Outstanding - Diluted 342.6 202.1 315.8 201.8
GRAPHIC PACKAGING HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Twelve Months Ended
December 31,
In millions 2008 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(99.7) $(74.6)
Noncash Items Included in Net Loss:
Depreciation and Amortization 264.3 194.8
Loss on Early Extinguishment of Debt - 9.5
Deferred Income Taxes 28.0 19.0
Pension, Postemployment and
Postretirement Benefits
Expense, Net of Contributions (38.4) (7.2)
Amortization of Deferred Debt
Issuance Costs 7.9 6.9
Inventory Step Up Related to Altivity 24.4 -
Write-off #2 Paper Machine 12.6 -
Loss on Disposal of Assets 2.3 2.4
Impairment Charge - 18.6
Other, Net 1.8 8.2
Changes in Operating Assets &
Liabilities (20.4) (35.9)
Net Cash Provided by Operating
Activities 182.8 141.7
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending (183.3) (95.9)
Acquisition Costs Related to Altivity (30.3) -
Cash Acquired Related to Altivity 60.2 -
Proceeds from Sales of Assets, Net of
Selling Costs 20.3 9.5
Other, Net (9.3) (4.4)
Net Cash Used in Investing Activities (142.4) (90.8)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance of Debt 1,200.0 1,135.0
Payments on Debt (1,195.9) (1,180.0)
Borrowings under Revolving Credit
Facilities 985.8 848.4
Payments on Revolving Credit
Facilities (853.4) (846.3)
Debt Issuance Costs (16.3) (7.0)
Other, Net (0.4) (0.1)
Net Cash Provided by (Used in)
Financing Activities 119.8 (50.0)
EFFECT OF EXCHANGE RATE CHANGES ON
CASH 0.1 1.1
Net Increase in Cash and Cash
Equivalents 160.3 2.0
Cash and Cash Equivalents at
Beginning of Period 9.3 7.3
Cash and Cash Equivalents at End of
Period $169.6 $9.3
Reconciliation of Non-GAAP Financial Measures
The table below sets forth the Company's earnings before interest expense,
income tax expense, equity in the net earnings of the Company's
affiliates, loss on early extinguishment of debt, depreciation and
amortization ("EBITDA"), Adjusted EBITDA, and Adjusted Net Income (Loss).
Adjusted EBITDA and Adjusted Net Income (Loss) exclude charges associated
with the Company's combination with Altivity Packaging, LLC, the
retirement of machinery, and other strategic plant and machinery
mobilization. Adjusted EBITDA and Adjusted Net Income (Loss) for the prior
year periods exclude impairment charges related to Graphic Packaging
International Sweden. The Company's management believes that the
presentation of EBITDA, Adjusted EBITDA and Adjusted Net Income (Loss)
provides useful information to investors because these measures are
important measures that management uses in assessing the Company's
performance. EBITDA, Adjusted EBITDA and Adjusted Net Income (Loss) are
financial measures not calculated in accordance with generally accepted
accounting principles in the United States ("GAAP"), and are not measures
of net income, operating income, operating performance or liquidity
presented in accordance with GAAP.
EBITDA, Adjusted EBITDA and Adjusted Net Income (Loss) should be
considered in addition to results prepared in accordance with GAAP, but
should not be considered substitutes for or superior to GAAP results. In
addition, our EBITDA, Adjusted EBITDA and Adjusted Net Income (Loss) may
not be comparable to Adjusted EBITDA or similarly titled measures utilized
by other companies since such other companies may not calculate such
measures in the same manner as we do.
Three Months Twelve Months
Ended Ended
December 31, December 31,
In Millions 2008 2007 2008 2007
Net Loss $(57.7) $(0.7) $(99.7) $(74.6)
Add (Subtract):
Income Tax Expense 9.4 4.8 34.4 23.9
Equity in Net Earnings of Affiliates 0.1 (0.2) (1.1) (0.9)
Interest Expense, Net 58.2 40.3 215.4 167.8
Loss on Early Extinguishment of Debt - - - 9.5
Depreciation and Amortization 74.3 45.1 264.3 194.8
EBITDA 84.3 89.3 413.3 320.5
Charges Associated with Combination
with Altivity 3.3 - 42.1 -
#2 Paper Machine Write-off at West
Monroe and Other Charges 15.5 - 15.5 -
Impairment Charge - (6.6) - 18.6
Adjusted EBITDA $103.1 $82.7 $470.9 $339.1
Net Loss $(57.7) $(0.7) $(99.7) $(74.6)
Charges Associated with Combination
with Altivity 3.3 - 42.1 -
#2 Paper Machine Write-off at West
Monroe and Other Charges 15.5 - 15.5 -
Impairment Charge - (6.6) - 18.6
Adjusted Net Loss $(38.9) $(7.3) $(42.1) $(56.0)
Per Share - Basic & Diluted
Net Loss $(0.17) $(0.00) $(0.32) $(0.37)
Charges Associated with
Combination with Altivity 0.01 - 0.14 -
#2 Paper Machine Write-off at West
Monroe and Other Charges 0.05 - 0.05 -
Impairment Charge - (0.04) - 0.09
Adjusted Net Loss $(0.11) $(0.04) $(0.13) $(0.28)
Calculation of Net Debt: 2008
December 31, March 31,
Short-Term Debt and Current Portion
of Long-Term Debt $18.6 $20.3
Long-Term Debt 3,165.2 3,134.4
Less:
Cash and Cash Equivalents (169.6) (21.9)
Total Net Debt $3,014.2 $3,132.8
GRAPHIC PACKAGING HOLDING COMPANY
Reconciliation of Non-GAAP Financial Measures (continued)
Pro Forma Results
The following pro forma results for the three months and twelve months
ended December 31, 2007, respectively, and the twelve months ended
December 31, 2008, give effect to Graphic Packaging Corporation's
combination with Altivity Packaging, LLC as if it had occurred on January
1, 2007 and excludes the fourth quarter 2007 results for the two coated
recycled board mills divested in September 2008. The Company's management
believes that the pro forma presentation provides useful information to
investors that in light of the Company's recent combination with Altivity
Packaging, LLC. The pro forma information is not necessarily indicative
of what the combined companies' results of operations actually would have
been if the transaction had been completed on the date indicated.
Three Months Ended Twelve Months Ended
December 31, December 31,
In Millions 2008 2007 2008 2007
Net Sales $1,047.7 $601.9 $4,079.4 $2,421.2
Altivity Net Sales - 461.8 391.1 1,957.0
Pro Forma Net Sales $1,047.7 $1,063.7 $4,470.5 $4,378.2
Pro Forma Net Loss $(57.7) $(12.4) $(120.5) $(87.9)
Add (Subtract):
Income Tax Expense 9.4 6.2 35.1 26.9
Equity in Net Earnings of
Affiliates 0.1 (0.2) (1.1) (0.9)
Interest Expense, Net 58.2 58.7 246.9 244.9
Loss on Early Extinguishment of
Debt - - - 9.5
Depreciation and Amortization 74.3 74.8 283.7 299.1
Pro Forma EBITDA 84.3 127.1 444.1 491.6
Charges Associated with
Combination with Altivity 3.3 - 42.1 -
#2 Paper Machine Write-off at West
Monroe and Other Charges 15.5 - 15.5 -
Impairment Charges - (6.6) - 18.6
Pro Forma Adjusted EBITDA $103.1 $120.5 $501.7 $510.2
Pro Forma Net Loss $(57.7) $(12.4) $(120.5) $(87.9)
Charges Associated with
Combination with Altivity 3.3 - 42.1 -
#2 Paper Machine Write-off at West
Monroe and Other Charges 15.5 - 15.5 -
Impairment Charge - (6.6) - 18.6
Pro Forma Adjusted Net Loss $(38.9) $(19.0) $(62.9) $(69.3)
Per Share - Basic & Diluted
Pro Forma Net Loss $(0.17) $(0.04) $(0.35) $(0.25)
Charges Associated with
Combination with Altivity 0.01 - 0.12 -
#2 Paper Machine Write-off at
West Monroe and Other Charges 0.05 - 0.05 -
Impairment Charge - (0.02) 0.05
Pro Forma Adjusted Net Loss $(0.11) $(0.06) $(0.18) $(0.20)
GRAPHIC PACKAGING HOLDING COMPANY
Reconciliation of Non-GAAP Financial Measures
(Continued)
The Company's Senior Secured Credit Agreement, or the "Credit Agreement", and the indentures governing the Company's 8.5% Senior Notes due 2011 and its 9.5% Senior Subordinated Notes due 2013, collectively, the "Notes", limit the Company's ability to incur additional indebtedness, dispose of assets, incur guarantee obligations, prepay other indebtedness, make dividend and other restricted payments, create liens, make equity or debt investments, make acquisitions, modify terms of the indentures under which the Notes are issued, engage in mergers or consolidations, change the business conducted by the Company and its subsidiaries, and engage in certain transactions with affiliates. Such restrictions, together with the highly leveraged nature of the Company, could limit the Company's ability to respond to changing market conditions, fund its capital spending program, provide for unexpected capital investments or take advantage of business opportunities.
Under the terms of the Credit Agreement, as long as any commitment remains outstanding under the revolving credit facility, the Company must comply with a maximum consolidated secured leverage ratio, which is defined as the ratio of: (a) total long-term and short-term indebtedness of the Company and its consolidated subsidiaries as determined in accordance with generally accepted accounting principles in the United States ("GAAP"), plus the aggregate cash proceeds received by the Company and its subsidiaries from any receivables or other securitization but excluding there from (i) all unsecured indebtedness, (ii) all subordinated indebtedness permitted to be incurred under the Credit Agreement and (iii) all secured indebtedness of foreign subsidiaries to (b) Adjusted EBITDA, which we refer to as Credit Agreement EBITDA(a). Pursuant to this financial covenant, the Company must maintain a maximum consolidated secured leverage ratio of less than the following:
Maximum Consolidated Secured
Leverage Ratio
October 1, 2008 - September 30, 2009 5.00 to 1.00
October 1, 2009 and thereafter 4.75 to 1.00
(a) Credit Agreement EBITDA is defined in the Credit Agreement as
consolidated net income before consolidated net interest expense,
non-cash expenses and charges, total income tax expense, depreciation
expense, expense associated with amortization of intangibles and
other assets, non-cash provisions for reserves for discontinued
operations, extraordinary, unusual or non-recurring gains or losses
or charges or credits, gain or loss associated with sale or
write-down of assets not in the ordinary course of business, any
income or loss accounted for by the equity method of accounting, and
projected run rate cost savings, prior to or within a twelve month
period.
At December 31, 2008, the Company was in compliance with the financial covenant in the Credit Agreement and the ratio was as follows:
Consolidated Secured Leverage Ratio - 3.60 to 1.00
The Company's management believes that the presentation of the consolidated secured leverage ratio and Credit Agreement EBITDA herein provides useful information to investors because borrowings under the Credit Agreement are a key source of the Company's liquidity, and the Company's ability to borrow under the Credit Agreement is dependent on, among other things, its compliance with this financial covenant. Any failure by the Company to comply with this financial covenant could result in an event of default, absent a waiver or amendment from the lenders under such agreement, in which case the lenders may be entitled to declare all amounts owed to be due and payable immediately.
Credit Agreement EBITDA is a financial measure not calculated in accordance with generally accepted accounting principles in the U.S. ("U.S. GAAP"), and is not a measure of net income, operating income, operating performance or liquidity presented in accordance with U.S. GAAP. Credit Agreement EBITDA should be considered in addition to results prepared in accordance with U.S. GAAP, but should not be considered a substitute for or superior to U.S. GAAP results. In addition, our Credit Agreement EBITDA may not be comparable to EBITDA or similarly titled measures utilized by other companies since such other companies may not calculate Credit Agreement EBITDA in the same manner as we do.
The calculations of the components of the maximum consolidated secured
leverage ratio for and as of the period ended December 31, 2008 are listed
below:
In millions Twelve Months Ended
December 31, 2008 (a)
Pro Forma Net Loss $(120.5)
Income Tax Expense 35.1
Interest Expense, Net 246.9
Depreciation and Amortization 283.7
Dividends Received, Net of Earnings of
Equity Affiliates (0.4)
Non-Cash Provisions for Reserves for
Discontinued Operations 1.7
Other Non-Cash Charges 26.1
Merger Related Expenses 81.6
Gains/Losses Associated with Sale/Writedown
of Assets 13.5
Other Non-Recurring/Extraordinary/Unusual Items 20.3
Projected Run Rate Cost Savings 58.8
Credit Agreement EBITDA $646.8
In millions As of
December 31, 2008
Short Term Debt $18.6
Long Term Debt 3,165.2
Total Debt $ 3,183.8
Less Adjustment (b) 857.8
Consolidated Secured Indebtedness $ 2,326.0
(a) As defined by the Credit Agreement, this calculation includes the
historical results of Altivity for the last twelve months.
As defined by the Credit Agreement, this represents projected cost
savings expected by the Company to be realized as a result of
specific actions taken or expected to be taken prior to or within
twelve months of the period in which Credit Agreement EBITDA is to be
calculated, net of the amount of actual benefits realized or expected
to be realized from such actions.
The terms of the Credit Agreement limit the amount of projected run
rate cost savings that may be used in calculating Credit Agreement
EBITDA by stipulating that such amount may not exceed the lesser of
(i) ten percent of EBITDA as defined in the Credit Agreement for the
last twelve-month period (before giving effect to projected run rate
cost savings) and (ii) $100 million.
As a result, in calculating Credit Agreement EBITDA above, the
Company used projected run rate cost savings of $58.8, or ten percent
of EBITDA as calculated in accordance with the Credit Agreement,
which amount is lower than total projected cost savings identified by
the Company, net of actual benefits realized for the twelve month
period ended December 31, 2008. Projected run rate cost savings were
calculated by the Company solely for its use in calculating Credit
Agreement EBITDA for purposes of determining compliance with the
maximum consolidated secured leverage ratio contained in the Credit
Agreement and should not be used for any other purpose.
(b) Represents consolidated indebtedness/securitization that is either
(i) unsecured, or (ii) Permitted Subordinated Indebtedness as defined
in the Credit Agreement, or secured indebtedness permitted to be
incurred by the Company's foreign subsidiaries per the Credit
Agreement.
The Company's ability to comply in future periods with the financial covenant in the Credit Agreement will depend on its ongoing financial and operating performance, which in turn will be subject to economic conditions and to financial, business and other factors, many of which are beyond the Company's control, and will be substantially dependent on the selling prices for the Company's products, raw material and energy costs, and the Company's ability to successfully implement its overall business strategies, and meet its profitability objective. If a violation of the financial covenant or any of the other covenants occurred, the Company would attempt to obtain a waiver or an amendment from its lenders, although no assurance can be given that the Company would be successful in this regard. The Credit Agreement and the indentures governing the Notes have certain cross-default or cross- acceleration provisions; failure to comply with these covenants in any agreement could result in a violation of such agreement which could, in turn, lead to violations of other agreements pursuant to such cross-default or cross-acceleration provisions. If an event of default occurs, the lenders are entitled to declare all amounts owed to be due and payable immediately.
GRAPHIC PACKAGING HOLDING COMPANY
Unaudited Supplemental Data
Three Months Ended
March 31, June 30, Sept. 30, Dec. 31,
2008
Net Tons Sold (000's):
Paperboard Packaging 535.7 705.5 748.4 640.0
Multi-wall Bag 27.8 75.2 75.3 67.3
Specialty Packaging (1) 1.6 7.4 7.5 5.7
Total 565.1 788.1 831.2 713.0
Net Sales ($ Millions):
Paperboard Packaging $657.1 $928.5 $946.9 $844.9
Multi-wall Bag 50.0 143.5 145.3 139.3
Specialty Packaging 17.2 69.7 73.5 63.5
Total $724.3 $1,141.7 $1,165.7 $1,047.7
(1) Tonnage is not applicable to the majority of the Specialty Packaging
segment due to the nature of products sold (e.g. inks, labels, etc.)
2007
Net Tons Sold (000's):
Paperboard Packaging 462.3 484.9 470.6 456.1
Multi-wall Bag 12.4 12.0 13.7 13.5
Total 474.7 496.9 484.3 469.6
Net Sales ($ Millions):
Paperboard Packaging $565.0 $604.7 $590.6 $580.3
Multi-wall Bag 19.1 18.4 21.5 21.6
Total $584.1 $623.1 $612.1 $601.9
Note: Tonnage and net sales amounts have been retrospectively adjusted
for discontinued operations.
GRAPHIC PACKAGING HOLDING COMPANY
Unaudited Supplemental Data (continued)
Pro Forma Results
The following pro forma results for the three months and twelve months
ended December 31, 2007, respectively, and the twelve months ended
December 31, 2008, give effect to Graphic Packaging Corporation's
acquisition of Altivity Packaging, LLC as if it had occurred on January 1,
2007 and excludes the fourth quarter 2007 results for the two coated
recycled board mills divested in September 2008. The Company's management
believes that the pro forma presentation provides useful information to
investors that in light of the Company's recent combination with Altivity
Packaging, LLC. The pro forma information is not necessarily indicative
of what the combined companies' results of operations actually would have
been if the transaction had been completed on the date indicated.
Three Months Ended
March 31, June 30, Sept. 30, Dec. 31,
2008
Net Tons Sold (000's):
Paperboard Packaging 723.4 705.5 748.4 640.0
Multi-wall Bag 73.3 75.2 75.3 67.3
Specialty Packaging (1) 7.1 7.4 7.5 5.7
Total 803.8 788.1 831.2 713.0
Net Sales ($ Millions):
Paperboard Packaging $900.9 $928.5 $946.9 $844.9
Multi-wall Bag 144.2 143.5 145.3 139.3
Specialty Packaging 70.3 69.7 73.5 63.5
Total $1,115.4 $1,141.7 $1,165.7 $1,047.7
(1) Tonnage is not applicable to the majority of the Specialty Packaging
segment due to the nature of products sold (e.g. inks, labels, etc.)
2007
Net Tons Sold (000's):
Paperboard Packaging 700.4 727.5 718.8 665.8
Multi-wall Bag 71.4 71.0 74.8 73.4
Specialty Packaging 6.2 6.5 6.9 6.1
Total 778.0 805.0 800.5 745.3
Net Sales ($ Millions):
Paperboard Packaging $868.8 $916.7 $914.9 $856.5
Multi-wall Bag 138.3 133.8 141.5 140.1
Specialty Packaging 62.5 65.4 72.6 67.1
Total $1,069.6 $1,115.9 $1,129.0 $1,063.7
Note: Tonnage and net sales amounts have been retrospectively adjusted
for discontinued operations.
SOURCE Graphic Packaging Holding Company
Released February 26, 2009