EX-99.1
Published on November 5, 2008
Exhibit 99.1
Investors: Scott Wenhold
Graphic Packaging Holding Company
770-644-3062
Graphic Packaging Holding Company
770-644-3062
Media: Lois Becton
Graphic Packaging Holding Company
770-644-3515
Graphic Packaging Holding Company
770-644-3515
Graphic Packaging Holding Company Reports Third Quarter 2008 Results
Third Quarter Highlights
| Pro Forma Net Sales increased 3.3 percent over prior year quarter due to stronger volume and higher pricing. | ||
| EBITDA and Adjusted EBITDA were $123.9 million and $131.3 million compared to EBITDA of $78.8 million and Adjusted EBITDA of $104.0 million in the prior year quarter. | ||
| Achieved annualized synergies in excess of $25 million toward target of $90 million by 2010. | ||
| Closed sale of two coated-recycled board mills. Cash proceeds used to reduce debt. |
MARIETTA, Ga., November 4, 2008. 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 third quarter 2008 of $(14.4) million, or $(0.04) per share, based upon 342.5
million shares. Excluding charges associated with the combination with Altivity Packaging, LLC
(Altivity), Adjusted Net Loss was $(7.0) million, or $(0.02) per share. This compares to a third
quarter 2007 Net Loss of $(13.9) million, or $(0.07) per share, and third quarter 2007 Adjusted Net
Income of $11.3 million, or $0.05 per share based upon 202.1 million shares.
The recent pullback in raw material prices was welcome but did not occur in time to benefit third
quarter results as we experienced significantly higher costs for energy, chemicals, fiber and
freight, said David W. Scheible, President and Chief Executive Officer. Higher pricing,
continuous
improvement cost reductions and synergy achievement offset some of the higher costs. I expect the
decline in commodity prices to begin to benefit us in the fourth quarter.
Despite the slowing global economy, our pro forma sales increased more than 3.3 percent as volumes
remained strong. We shipped approximately 30,000 more tons of paperboard packaging and multi-wall
bags this quarter when comparing to the prior year period. When coupled with higher pricing in all
of our segments, the top line grew at a healthy pace, especially in this uncertain economy.
The integration of the Altivity operations is progressing ahead of our original timeline. By the
end of the third quarter we had achieved annualized synergies in excess of $25 million, well on our
way to reaching the $90 million target by 2010.
Net Sales
Net sales increased 90.4% to $1,165.7 million during third quarter 2008, compared to third quarter
2007 net sales of $612.1 million. When comparing against the prior year quarter, net sales in the
third quarter of 2008 were positively impacted by:
| $522 million from the inclusion of Altivity results; | ||
| $14 million of higher volume and favorable mix; | ||
| $13 million of favorable pricing; and | ||
| $5 million of favorable foreign currency exchange rates. |
Attached is supplemental data showing third quarter 2008 net sales and net tons sold by each of the
Companys business segments: Paperboard Packaging, Multi-wall Bag and Specialty Packaging. Pro
forma net sales and pro forma net tons sold are also shown assuming the combination with Altivity
occurred on January 1, 2007.
2
EBITDA
EBITDA for third quarter 2008 was $123.9 million. Excluding charges associated with the
combination with Altivity, Adjusted EBITDA was $131.3 million. This compares to third quarter 2007
EBITDA of $78.8 million and Adjusted EBITDA of $104.0. When comparing against the prior year
quarter, Adjusted EBITDA was positively impacted by:
| $54 million from the inclusion of Altivity results; | ||
| $14 million of lower operating costs as a result of ongoing continuous improvement programs; | ||
| $13 million of favorable pricing; and | ||
| $4 million due to favorable volume and mix; |
Adjusted EBITDA was negatively impacted by:
| $45 million of higher input costs primarily related to increased prices for energy, chemicals, caustic soda, fiber and freight; | ||
| $8 million of higher manufacturing costs as a result of several weather related events including Hurricane Gustav and lower absorption of fixed overhead resulting from the temporary shutdown of the West Monroe, LA, #2 paper machine; and | ||
| $5 million of unfavorable foreign currency translation. |
Other Results
At the end of the third quarter of 2008, the Companys total debt was $3,254.0 million compared to
debt of $1,954.3 million at the end of third quarter 2007. Approximately $1.2 billion of debt was
assumed in connection with the combination with Altivity. During the third quarter, the Company
closed the sale of two of its coated-recycled board (CRB) mills and used cash proceeds of $21.1
million to reduce debt. At September 30, 2008, the Company had $214.7 million drawn from its $400
million revolving facility, $150 million of which was invested in short-term investments which were
fully collateralized by U.S. Treasuries. In light of the unprecedented and continuing volatility
in the credit and securities markets, the Company borrowed $150 million under its revolving credit
facility and invested it in order to provide sufficient cash to meet liquidity needs in the
foreseeable future. Including Cash and Cash Equivalents, as of September 30, 2008, the Company had
available liquidity of $319.9 million.
3
Net interest expense was $57.4 million for third quarter 2008, as compared to net interest expense
of $41.3 million in third quarter 2007. The increase was primarily due to the additional debt
assumed in the combination with Altivity.
In the third quarter of 2008, the Company incurred $9.0 million of income tax expense, which was
predominately attributable to the noncash expense associated with the amortization of goodwill for
tax purposes. The Company has a $1.4 billion tax net operating loss carry-forward that is
available to offset future taxable income in the United States.
Capital expenditures for third quarter 2008 were $43.1 million compared to $19.0 million in the
third quarter of 2007. Approximately $6.5 million of third quarter 2008 capital expenditures were
related to the inclusion of Altivity results.
Under the terms of its 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. As of September 30, 2008, the Companys ratio was 3.58 to 1.00, in compliance with the
required maximum ratio of 5.25 to 1.00. The calculation of this covenant 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.
4
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. 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.
| Third quarter 2008 Pro Forma Adjusted Net Loss of $(7.0) million or $(0.02) per share compares to third quarter 2007 Pro Forma Net Income of $20.0 million or $0.05 per share; | ||
| Third quarter 2008 Pro Forma Net Sales of $1,165.7 million were 3.3 percent higher than third quarter 2007 Pro Forma Net Sales of $1,129.0 million; and | ||
| Third quarter 2008 Pro Forma Adjusted EBITDA of $131.3 million compares to third quarter 2007 Pro Forma Adjusted EBITDA of $158.8 million. |
Earnings Call
The Company will host a conference call at 10:00 am eastern time on Wednesday, November 5, 2008 to
discuss the results of the third quarter of 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# 55952433). 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.
5
Forward Looking Statements
Any statements of the Companys 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 relating to declines in commodity prices, availability of
the Companys net operating loss and statements regarding our performance 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 Companys present expectations. These risks and uncertainties include, but are
not limited to, the Companys 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 Companys products, continuing pressure for lower cost
products, the Companys 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 Companys 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 Companys 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 Companys
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
Companys web site at www.graphicpkg.com.
6
GRAPHIC PACKAGING HOLDING COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, | December 31, | |||||||
In millions, except share and per share amounts | 2008 | 2007 | ||||||
ASSETS |
||||||||
Current Assets: |
||||||||
Cash and Cash Equivalents |
$ | 161.1 | $ | 9.3 | ||||
Receivables, Net |
427.7 | 226.7 | ||||||
Inventories |
568.9 | 318.6 | ||||||
Other Current Assets |
43.5 | 31.7 | ||||||
Total Current Assets |
1,201.2 | 586.3 | ||||||
Property, Plant and Equipment, Net |
1,957.7 | 1,376.2 | ||||||
Goodwill |
1,198.8 | 641.5 | ||||||
Intangible Assets, Net |
675.0 | 140.4 | ||||||
Other Assets |
51.5 | 32.9 | ||||||
Total Assets |
$ | 5,084.2 | $ | 2,777.3 | ||||
LIABILITIES |
||||||||
Current Liabilities: |
||||||||
Short Term Debt and Current Portion of Long Term Debt |
$ | 6.2 | $ | 6.6 | ||||
Accounts Payable |
337.3 | 222.4 | ||||||
Other Accrued Liabilities |
266.6 | 177.8 | ||||||
Total Current Liabilities |
610.1 | 406.8 | ||||||
Long Term Debt |
3,247.8 | 1,871.8 | ||||||
Deferred Tax Liabilities |
162.9 | 141.5 | ||||||
Accrued Pension and Postretirement Benefits |
159.0 | 170.3 | ||||||
Other Noncurrent Liabilities |
46.4 | 42.9 | ||||||
Total Liabilities |
4,226.2 | 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;
342,521,411 and 200,978,569 shares issued and outstanding at
September 30, 2008 and December 31, 2007, respectively |
3.4 | 2.0 | ||||||
Capital in Excess of Par Value |
1,955.2 | 1,191.6 | ||||||
Accumulated Deficit |
(1,017.7 | ) | (975.7 | ) | ||||
Accumulated Other Comprehensive Loss |
(82.9 | ) | (73.9 | ) | ||||
Total Shareholders Equity |
858.0 | 144.0 | ||||||
Total Liabilities and Shareholders Equity |
$ | 5,084.2 | $ | 2,777.3 | ||||
7
GRAPHIC PACKAGING HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
In millions, except per share amounts | 2008 | 2007 | 2008 | 2007 | ||||||||||||
Net Sales |
$ | 1,165.7 | $ | 612.1 | $ | 3,031.7 | $ | 1,819.3 | ||||||||
Cost of Sales |
1,015.3 | 507.1 | 2,651.1 | 1,576.4 | ||||||||||||
Selling, General and Administrative |
92.5 | 44.3 | 243.5 | 129.7 | ||||||||||||
Research, Development and Engineering |
2.1 | 2.1 | 6.0 | 6.7 | ||||||||||||
Other Expense (Income), Net |
3.3 | (3.0 | ) | (8.8 | ) | (6.9 | ) | |||||||||
Income from Operations |
52.5 | 61.6 | 139.9 | 113.4 | ||||||||||||
Interest Income |
0.5 | 0.1 | 1.0 | 0.3 | ||||||||||||
Interest Expense |
(57.9 | ) | (41.4 | ) | (158.2 | ) | (127.8 | ) | ||||||||
Loss on Early Extinguishment of Debt |
| | | (9.5 | ) | |||||||||||
(Loss) Income before Income Taxes and Equity in Net
Earnings of Affiliates |
(4.9 | ) | 20.3 | (17.3 | ) | (23.6 | ) | |||||||||
Income Tax Expense |
(9.0 | ) | (5.4 | ) | (25.0 | ) | (19.1 | ) | ||||||||
(Loss) Income before Equity in Net Earnings of Affiliates |
(13.9 | ) | 14.9 | (42.3 | ) | (42.7 | ) | |||||||||
Equity in Net Earnings of Affiliates |
0.4 | 0.2 | 1.2 | 0.7 | ||||||||||||
(Loss) Income from Continuing Operations |
(13.5 | ) | 15.1 | (41.1 | ) | (42.0 | ) | |||||||||
Loss from Discontinued Operations, Net of Taxes |
(0.9 | ) | (29.0 | ) | (0.9 | ) | (31.9 | ) | ||||||||
Net Loss |
$ | (14.4 | ) | $ | (13.9 | ) | $ | (42.0 | ) | $ | (73.9 | ) | ||||
(Loss) Income Per Share Basic |
||||||||||||||||
Continuing Operations |
$ | (0.04 | ) | $ | 0.07 | $ | (0.14 | ) | $ | (0.21 | ) | |||||
Discontinued Operations |
| (0.14 | ) | | (0.16 | ) | ||||||||||
Total |
$ | (0.04 | ) | $ | (0.07 | ) | $ | (0.14 | ) | $ | (0.37 | ) | ||||
(Loss) Income Per Share Diluted |
||||||||||||||||
Continuing Operations |
$ | (0.04 | ) | $ | 0.07 | $ | (0.14 | ) | $ | (0.21 | ) | |||||
Discontinued Operations |
| (0.14 | ) | | (0.16 | ) | ||||||||||
Total |
$ | (0.04 | ) | $ | (0.07 | ) | $ | (0.14 | ) | $ | (0.37 | ) | ||||
Weighted Average Number of Shares Outstanding Basic |
342.5 | 202.1 | 306.8 | 201.7 | ||||||||||||
Weighted Average Number of Shares Outstanding Diluted |
342.5 | 206.4 | 306.8 | 201.7 |
8
GRAPHIC PACKAGING HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended | ||||||||
September 30, | ||||||||
In millions | 2008 | 2007 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net Loss |
$ | (42.0 | ) | $ | (73.9 | ) | ||
Noncash Items Included in Net Loss: |
||||||||
Depreciation and Amortization |
190.0 | 149.7 | ||||||
Loss on Early Extinguishment of Debt |
| 9.5 | ||||||
Deferred Income Taxes |
20.8 | 14.1 | ||||||
Pension, Postemployment and Postretirement Benefits
Expense, Net of Contributions |
(38.6 | ) | (5.2 | ) | ||||
Amortization of Deferred Debt Issuance Costs |
5.9 | 5.5 | ||||||
Impairment Charge |
| 25.2 | ||||||
Other, Net |
20.2 | 7.2 | ||||||
Changes in Operating Assets & Liabilities |
(113.5 | ) | (87.7 | ) | ||||
Net Cash Provided by Operating Activities |
42.8 | 44.4 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Capital Spending |
(126.4 | ) | (61.6 | ) | ||||
Acquisitions Costs Related to Altivity |
(30.3 | ) | | |||||
Cash Acquired Related to Altivity |
60.2 | | ||||||
Proceeds from Disposal of Property, Net of Disposal Costs |
20.3 | | ||||||
Other, Net |
(4.6 | ) | (2.6 | ) | ||||
Net Cash Used in Investing Activities |
(80.8 | ) | (64.2 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Proceeds from Issuance of Debt |
1,200.0 | 1,135.0 | ||||||
Payments on Debt |
(1,195.6 | ) | (1,140.3 | ) | ||||
Borrowings under Revolving Credit Facilities |
747.4 | 681.2 | ||||||
Payments on Revolving Credit Facilities |
(544.5 | ) | (644.0 | ) | ||||
Debt Issuance Costs |
(16.3 | ) | (7.0 | ) | ||||
Other, Net |
(0.5 | ) | (0.2 | ) | ||||
Net Cash Provided by Financing Activities |
190.5 | 24.7 | ||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH |
(0.7 | ) | 0.8 | |||||
Net Increase in Cash and Cash Equivalents |
151.8 | 5.7 | ||||||
Cash and Cash Equivalents at Beginning of Period |
9.3 | 7.3 | ||||||
Cash and Cash Equivalents at End of Period |
$ | 161.1 | $ | 13.0 | ||||
9
Reconciliation of Non-GAAP Financial Measures
The table below sets forth the Companys earnings before interest expense, income tax expense, equity in
the net earnings of the Companys 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 Companys combination with Altivity Packaging, LLC and
prior years impairment charge related to Graphic Packaging International Sweden. The Companys 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
Companys 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 Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
In Millions | 2008 | 2007 | 2008 | 2007 | ||||||||||||
Net Loss |
$ | (14.4 | ) | $ | (13.9 | ) | $ | (42.0 | ) | $ | (73.9 | ) | ||||
Add (Subtract): |
||||||||||||||||
Income Tax Expense |
9.0 | 5.4 | 25.0 | 19.1 | ||||||||||||
Equity in Net Earnings of Affiliates |
(0.4 | ) | (0.2 | ) | (1.2 | ) | (0.7 | ) | ||||||||
Interest Expense, Net |
57.4 | 41.3 | 157.2 | 127.7 | ||||||||||||
Loss on Early Extinguishment of Debt |
| | | 9.5 | ||||||||||||
Depreciation and Amortization |
72.3 | 46.2 | 190.0 | 149.7 | ||||||||||||
EBITDA |
123.9 | 78.8 | 329.0 | 231.4 | ||||||||||||
Impairment Charge |
| 25.2 | | 25.2 | ||||||||||||
Charges Associated with Combination with Altivity |
7.4 | | 38.8 | | ||||||||||||
Adjusted EBITDA |
$ | 131.3 | $ | 104.0 | $ | 367.8 | $ | 256.6 | ||||||||
Net Loss |
$ | (14.4 | ) | $ | (13.9 | ) | $ | (42.0 | ) | $ | (73.9 | ) | ||||
Impairment Charge |
| 25.2 | | 25.2 | ||||||||||||
Charges Associated with Combination with Altivity |
7.4 | | 38.8 | | ||||||||||||
Adjusted Net (Loss) Income |
$ | (7.0 | ) | $ | 11.3 | $ | (3.2 | ) | $ | (48.7 | ) | |||||
Per Share Basic |
||||||||||||||||
Net Loss |
$ | (0.04 | ) | $ | (0.07 | ) | $ | (0.14 | ) | $ | (0.37 | ) | ||||
Impairment Charge |
| 0.12 | | 0.13 | ||||||||||||
Charges Associated with Combination with
Altivity |
0.02 | | 0.13 | | ||||||||||||
Adjusted Net (Loss) Income |
$ | (0.02 | ) | $ | 0.05 | $ | (0.01 | ) | $ | (0.24 | ) | |||||
Per Share Diluted |
||||||||||||||||
Net Loss |
$ | (0.04 | ) | $ | (0.07 | ) | $ | (0.14 | ) | $ | (0.37 | ) | ||||
Impairment Charge |
| 0.12 | | 0.13 | ||||||||||||
Charges Associated with Combination with
Altivity |
0.02 | | 0.13 | | ||||||||||||
Adjusted Net (Loss) Income |
$ | (0.02 | ) | $ | 0.05 | $ | (0.01 | ) | $ | (0.24 | ) | |||||
10
GRAPHIC PACKAGING HOLDING COMPANY
Reconciliation of Non-GAAP Financial Measures (continued)
Pro Forma Results
Reconciliation of Non-GAAP Financial Measures (continued)
Pro Forma Results
The following pro forma results for the three months and nine months ended September 30, 2007, respectively, and the
nine months ended September 30, 2008, give effect to Graphic Packaging Corporations combination with Altivity
Packaging, LLC as if it had occurred on January 1, 2007. The Companys management believes that the pro forma
presentation provides useful information to investors that in light of the Companys 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 | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
In Millions | 2008 | 2007 | 2008 | 2007 | ||||||||||||
Net Sales |
$ | 1,165.7 | $ | 612.1 | $ | 3,031.7 | $ | 1,819.3 | ||||||||
Altivity Net Sales |
| 516.9 | 391.1 | 1,495.2 | ||||||||||||
Pro Forma Net Sales |
$ | 1,165.7 | $ | 1,129.0 | $ | 3,422.8 | $ | 3,314.5 | ||||||||
Pro Forma Net Loss |
$ | (14.4 | ) | $ | (5.2 | ) | $ | (62.8 | ) | $ | (75.5 | ) | ||||
Add (Subtract): |
||||||||||||||||
Income Tax Expense |
9.0 | 5.8 | 25.7 | 20.7 | ||||||||||||
Equity in Net Earnings of Affiliates |
(0.4 | ) | (0.2 | ) | (1.2 | ) | (0.7 | ) | ||||||||
Interest Expense, Net |
57.4 | 61.3 | 188.7 | 186.2 | ||||||||||||
Loss on Early Extinguishment of Debt |
| | | 9.5 | ||||||||||||
Depreciation and Amortization |
72.3 | 71.9 | 209.4 | 224.3 | ||||||||||||
Pro Forma EBITDA |
123.9 | 133.6 | 359.8 | 364.5 | ||||||||||||
Impairment Charges |
| 25.2 | | 25.2 | ||||||||||||
Charges Associated with Combination with Altivity |
7.4 | | 38.8 | | ||||||||||||
Pro Forma Adjusted EBITDA |
$ | 131.3 | $ | 158.8 | $ | 398.6 | $ | 389.7 | ||||||||
Pro Forma Net Loss |
$ | (14.4 | ) | $ | (5.2 | ) | $ | (62.8 | ) | $ | (75.5 | ) | ||||
Impairment Charge |
| 25.2 | | 25.2 | ||||||||||||
Charges Associated with Combination with Altivity |
7.4 | | 38.8 | | ||||||||||||
Pro Forma Adjusted Net (Loss) Income |
$ | (7.0 | ) | $ | 20.0 | $ | (24.0 | ) | $ | (50.3 | ) | |||||
Per Share Basic |
||||||||||||||||
Pro Forma Net Loss |
$ | (0.04 | ) | $ | (0.02 | ) | $ | (0.18 | ) | $ | (0.22 | ) | ||||
Impairment Charge |
| 0.07 | | 0.07 | ||||||||||||
Charges Associated with Combination with
Altivity |
0.02 | | 0.11 | | ||||||||||||
Pro Forma Adjusted Net (Loss) Income |
$ | (0.02 | ) | $ | 0.05 | $ | (0.07 | ) | $ | (0.15 | ) | |||||
Per Share Diluted |
||||||||||||||||
Pro Forma Net Loss |
$ | (0.04 | ) | $ | (0.01 | ) | $ | (0.18 | ) | $ | (0.22 | ) | ||||
Impairment Charge |
| 0.07 | | 0.07 | ||||||||||||
Charges Associated with Combination with
Altivity |
0.02 | | 0.11 | | ||||||||||||
Pro Forma Adjusted Net (Loss) Income |
$ | (0.02 | ) | $ | 0.06 | $ | (0.07 | ) | $ | (0.15 | ) | |||||
11
GRAPHIC PACKAGING HOLDING COMPANY
Reconciliation of Non-GAAP Financial Measures
(Continued)
Reconciliation of Non-GAAP Financial Measures
(Continued)
The Companys Senior Secured Credit Agreement, or the Credit Agreement, and the indentures
governing the Companys 8.5% Senior Notes due 2011 and its 9.5% Senior Subordinated Notes due 2013,
collectively, the Notes, limit the Companys 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 Companys 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 | ||
January 1, 2008 September 30, 2008 |
5.25 to 1.00 | |
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 September 30, 2008, the Company was in compliance with the financial covenant in the Credit
Agreement and the ratio was as follows:
Consolidated Secured Leverage Ratio 3.58 to 1.00
The Companys 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 Companys liquidity, and the Companys 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.
12
The calculations of the components of the maximum consolidated secured leverage ratio for and as of
the period ended September 30, 2008 are listed below:
Twelve Months Ended | ||||
In millions | September 30, 2008(a) | |||
Pro Forma Net Loss |
$ | (86.0 | ) | |
Income Tax Expense |
31.1 | |||
Interest Expense, Net |
246.5 | |||
Depreciation and Amortization |
287.7 | |||
Dividends Received, Net of Earnings of Equity Affiliates |
(1.4 | ) | ||
Non-Cash Provisions for Reserves for Discontinued Operations |
(4.5 | ) | ||
Other Non-Cash Charges |
27.2 | |||
Merger Related Expenses |
71.4 | |||
Gains/Losses Associated with Sale/Writedown of Assets |
0.1 | |||
Other Non-Recurring/Extraordinary/Unusual Items |
36.6 | |||
Projected Run Rate Cost Savings |
60.9 | |||
Credit Agreement EBITDA |
$ | 669.6 | ||
As of | ||||
In millions | September 30, 2008 | |||
Short Term Debt |
$ | 6.2 | ||
Long Term Debt |
3,247.8 | |||
Total Debt |
$ | 3,254.0 | ||
Less Adjustment (b) |
856.4 | |||
Consolidated Secured Indebtedness |
$ | 2,397.6 | ||
(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 $60.9, 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 September 30, 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 Companys foreign subsidiaries per the Credit Agreement. |
The Companys 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 Companys control, and will be substantially dependent on the selling prices for the
Companys products, raw material and energy costs, and the Companys 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.
13
GRAPHIC PACKAGING HOLDING COMPANY
Unaudited Supplemental Data
Unaudited Supplemental Data
Three Months Ended | ||||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||||
2008 |
||||||||||||||||
Net Tons Sold (000s):
|
||||||||||||||||
Paperboard Packaging |
535.7 | 705.5 | 748.4 | | ||||||||||||
Multi-wall Bag |
29.4 | 82.6 | 82.8 | | ||||||||||||
Specialty Packaging (1) |
| | | | ||||||||||||
Total |
565.1 | 788.1 | 831.2 | | ||||||||||||
Net Sales ($ Millions):
|
||||||||||||||||
Paperboard Packaging |
$ | 657.1 | $ | 928.5 | $ | 946.9 | $ | | ||||||||
Multi-wall Bag |
55.0 | 166.5 | 169.7 | | ||||||||||||
Specialty Packaging |
12.2 | 46.7 | 49.1 | | ||||||||||||
Total |
$ | 724.3 | $ | 1,141.7 | $ | 1,165.7 | $ | | ||||||||
(1) Tonnage is not applicable to the Specialty Packaging segment due to the nature of products sold (e.g. inks, labels, etc.) | ||||||||||||||||
2007 |
||||||||||||||||
Net Tons Sold (000s):
|
||||||||||||||||
Paperboard Packaging |
462.3 | 484.9 | 470.6 | 456.1 | ||||||||||||
Multi-wall Bag |
12.4 | 12.0 | 13.7 | 13.5 | ||||||||||||
Specialty Packaging |
| | | | ||||||||||||
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 | ||||||||||||
Specialty Packaging |
| | | | ||||||||||||
Total |
$ | 584.1 | $ | 623.1 | $ | 612.1 | $ | 601.9 | ||||||||
Note: Tonnage and net sales amounts have been retrospectively adjusted for discontinued operations.
14
GRAPHIC PACKAGING HOLDING COMPANY
Unaudited Supplemental Data (continued)
Pro Forma Results
Unaudited Supplemental Data (continued)
Pro Forma Results
The following pro forma results for the three months and nine months ended September 30, 2007, respectively, and the nine months ended September 30,
2008, give effect to Graphic Packaging Corporations acquisition of Altivity Packaging, LLC as if it had occurred on January 1, 2007. The Companys
management believes that the pro forma presentation provides useful information to investors that in light of the Companys 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, | September 30, | December 31, | |||||||||||||
2008 |
||||||||||||||||
Net Tons Sold (000s):
|
||||||||||||||||
Paperboard Packaging |
723.4 | 705.5 | 748.4 | | ||||||||||||
Multi-wall Bag |
80.4 | 82.6 | 82.8 | | ||||||||||||
Specialty Packaging (1) |
| | | | ||||||||||||
Total |
803.8 | 788.1 | 831.2 | | ||||||||||||
Net Sales ($ Millions):
|
||||||||||||||||
Paperboard Packaging |
$ | 900.9 | $ | 928.5 | $ | 946.9 | $ | | ||||||||
Multi-wall Bag |
166.4 | 166.5 | 169.7 | | ||||||||||||
Specialty Packaging |
48.1 | 46.7 | 49.1 | | ||||||||||||
Total |
$ | 1,115.4 | $ | 1,141.7 | $ | 1,165.7 | $ | | ||||||||
(1) Tonnage is not applicable to the Specialty Packaging segment due to the nature of products sold (e.g. inks, labels, etc.) | ||||||||||||||||
2007 |
||||||||||||||||
Net Tons Sold (000s):
|
||||||||||||||||
Paperboard Packaging |
700.4 | 727.5 | 718.8 | 702.0 | ||||||||||||
Multi-wall Bag |
77.6 | 77.5 | 81.7 | 79.5 | ||||||||||||
Specialty Packaging |
| | | | ||||||||||||
Total |
778.0 | 805.0 | 800.5 | 781.5 | ||||||||||||
Net Sales ($ Millions):
|
||||||||||||||||
Paperboard Packaging |
$ | 868.8 | $ | 916.7 | $ | 914.9 | $ | 877.3 | ||||||||
Multi-wall Bag |
155.4 | 152.0 | 161.5 | 158.3 | ||||||||||||
Specialty Packaging |
45.4 | 47.2 | 52.6 | 48.9 | ||||||||||||
Total |
$ | 1,069.6 | $ | 1,115.9 | $ | 1,129.0 | $ | 1,084.5 | ||||||||
Note: Tonnage and net sales amounts have been retrospectively adjusted for discontinued operations.
15