-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DCe6Gnck+UeRxSPz741p1z7xnl9unhTMelqv6WyMVJnF4zcAkfcu7FQ+Ivylfy4Z /iqMhLiOjKAc5B9aMSCUUw== 0001104659-08-010930.txt : 20080215 0001104659-08-010930.hdr.sgml : 20080215 20080214202803 ACCESSION NUMBER: 0001104659-08-010930 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080211 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080215 DATE AS OF CHANGE: 20080214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIA GULF CORP /DE/ CENTRAL INDEX KEY: 0000805264 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 581563799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09753 FILM NUMBER: 08620556 BUSINESS ADDRESS: STREET 1: 115 PERIMETER CENTER PLACE STREET 2: STE. 460 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 7703954500 MAIL ADDRESS: STREET 1: 115 PERIMETER CENTER PLACE STREET 2: STE. 460 CITY: ATLANTA STATE: GA ZIP: 30346 8-K 1 a08-5813_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  February 14, 2008 (February 11, 2008)

 

 

GEORGIA GULF CORPORATION
(Exact name of registrant as specified in its charter)

 

Delaware

 

1-09753

 

58-1563799

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

115 Perimeter Center Place, Suite 460, Atlanta, GA

 

30346

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:    (770) 395 - 4500

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

 

o                        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

 



 

Item 2.02               Results of Operations and Financial Condition.

 

                                On February 14, 2008, Georgia Gulf Corporation announced financial results for the fourth quarter and year ended December 31, 2007 in the press release furnished as Exhibit 99.1 hereto, which information is incorporated into this Item 2.02 by reference.

 

Item 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

                                On February 14, 2008, Georgia Gulf Corporation announced changes in its Board of Directors and management as more fully described in the press release filed as Exhibit 99.2 hereto, which information is incorporated into this Item 5.02 by reference.  These changes are effective as of the date hereof as a result of actions taken on February 11, 2008.

 

Item 7.01               Regulation FD Disclosure.

 

                                The information included under Items 2.02 and 5.02 are incorporated herein by reference.

 

Item 9.01               Financial Statements and Exhibits.

 

                (d)           Exhibits.

 

Number

 

Exhibit

99.1

 

Press release dated February 14, 2008 re financial results

 

 

 

99.2

 

Press release dated February 14, 2008 re changes in board and management

 

 

2



 

SIGNATURES

 

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 hereunto duly authorized.

 

 

GEORGIA GULF CORPORATION

 

 

 

 

 

 

 

 

 

 

By:

/s/ Joel I. Beerman

 

 

Name:

Joel I. Beerman

 

Title:

Vice President, General Counsel and Secretary

 

Date:  February 14, 2008

 

3


EX-99.1 2 a08-5813_1ex99d1.htm PRESS RELEASE DATED FEBRUARY 14, 2008 RE FINANCIAL RESULTS

 

Exhibit 99.1

 

 

 

NEWS

 

FOR IMMEDIATE RELEASE

 

Georgia Gulf Reports Q4 ‘07 Financial Results

 

·                  Q4 ‘07 sales up by 14% over prior year.

 

·                  Net loss of $6.62 per diluted share in Q4’07 includes non-cash charges of $6.05 per diluted share.

 

·                  Operating income before non-cash charges was $2.9 million in Q4 ‘07, compared to an operating loss of $4.2 million prior to purchase accounting for fair valuation of inventory in Q4 ‘06.

 

·                  Cash flow from operations and proceeds from sale-leaseback drive $71.5 million term debt reduction in Q4 ‘07.

 

·                  Goals for 2008 include debt reduction of over $125.0 million, as well as higher EBITDA than reported in 2007.

 

Atlanta, Georgia — February 14, 2008 — Georgia Gulf today announced financial results for the three months and the year ended December 31, 2007, as well as its key business plan objectives for 2008.

 

Georgia Gulf reported net sales of $776.4 million for the fourth quarter of 2007 compared to net sales of $681.5 million in the fourth quarter of 2006, representing a 14% increase.   In spite of challenging market conditions, each of the Company’s reportable segments generated higher sales than in the same quarter during the prior year.

 

Georgia Gulf reported a net loss of $227.3 million or $6.62 per diluted share for the fourth quarter of 2007, compared to a net loss of $47.2 million or $1.38 per diluted share during the same quarter in the previous year.  The decline in net income was due to non-cash charges recorded in the fourth quarter of 2007 totaling $207.8 million, or $6.05 per diluted share.  These charges included an asset impairment charge of $155.7 million or $4.53 per diluted share, reflecting write-downs of goodwill, intangible and other long-lived assets in the Window & Door Profiles and Mouldings, Outdoor Building Products and Chlorovinyls segments, primarily as a result of substantial declines in North American construction activity.  In addition, the Company recorded a non-cash charge of $52.1 million or $1.52 per diluted share, pertaining to a valuation allowance against its deferred tax assets in Canada.  Excluding the impact of non-cash charges, the net loss during the fourth quarter of 2007 was $19.5 million, or $0.57 per diluted share, compared to a net loss of $35.7 million or $1.05 per diluted share in the prior year excluding the non-recurring impact of $11.5 million, net of tax or $0.34 per diluted share from valuing Royal Group’s inventory at fair value as of the date of the acquisition, as required by purchase accounting standards.

 



 

The Company reported an operating loss of $152.8 million for the fourth quarter of 2007, compared to an operating loss of $22.2 million during the same quarter in the prior year.  Georgia Gulf’s operating income excluding the non-cash charges previously discussed was $2.9 million during the fourth quarter of 2007, compared to an operating loss of $4.2 million during the same quarter in the prior year exclusive of $18 million of purchase accounting for fair valuation of inventory.  The $7.1 million improvement in the operating income (loss) line reflects the progress Georgia Gulf has made reducing its costs, amidst a difficult industry environment.  In addition, Georgia Gulf’s operating income was negatively impacted by approximately $10.0 million due to the fluctuating exchange rate between the Canadian and US dollars for the fourth quarter of 2007 over the fourth quarter of 2006.

 

For the year ended December 31, 2007, Georgia Gulf’s sales were $3.2 billion, compared to $2.4 billion during 2006.  The increase in sales can be primarily attributed to the acquisition of Royal Group, which occurred on October 3, 2006.  In fiscal 2007, Georgia Gulf recorded a net loss of $266.0 million or $7.75 per diluted share, compared to net income of $48.5 million or $1.41 per diluted share in the prior year.  The primary reasons for the significant 2007 net loss are the previously discussed non-cash charges totaling $207.8 million or $6.05 per diluted share recorded in during the fourth quarter of 2007, as well as additional interest expense associated with the Royal Group acquisition.  During 2007, the Company’s interest expense was $135.0 million, compared to $46.4 million in the prior year.  Excluding the non-cash charges recorded in the fourth quarter, as well as $1.3 million, net of tax or $0.04 per diluted share relating to the purchase accounting for fair valuation of inventories recorded in the first quarter of the year, the Company recorded a net loss of $56.9 million or $1.66 per diluted share in 2007.  This loss compares to net income of $60.1 million or $1.75 per diluted share in 2006, excluding $11.5 million, net of tax or $0.34 per diluted share from valuing Royal Group’s inventory at fair value as of the date of the acquisition, as required by purchase accounting standards.

 

As of December 31, 2007, total debt including asset securitization, but excluding lease financing obligations, was approximately $209.5 million lower than in the prior year.  During 2007, Georgia Gulf generated cash flow from operating activities of $128.2 million, with divestitures being a cash source of $105.3 million.  “Georgia Gulf’s positive cash flow from operating activities helped us to reduce debt in 2007, which remains our primary goal for 2008,” commented Ed Schmitt, retiring Chairman, President and CEO. “During the toughest year our industry has witnessed in quite some time, we improved certain market positions, lowered our cost structure and reduced our debt,” added Mr. Schmitt.

 

Window & Door Profiles and Mouldings

 

In the window & door profiles and mouldings segment, sales were $126.1 million in the fourth quarter of 2007, compared to $117.0 million recorded during the same quarter in the prior year.  The window & door profiles and mouldings segment’s operating loss for the fourth quarter of 2007 was $60.0 million compared to $5.9 million for the same quarter in 2006.  Excluding non-cash charges of $61.1 million for impairment of goodwill, intangibles and other long-lived assets, operating income was $1.1 million in the fourth quarter of 2007. This operating income compares to an operating loss of $0.9 million during the same quarter in the prior year excluding the impact from valuing Royal Group’s inventory at fair value as of the date of the acquisition, as required by purchase accounting standards totaling $5.0 million.  The improvement is attributable to higher selling prices on flat sales volume coupled with fixed cost reductions, partially offset by higher raw material and conversion costs.  The Company elected to

 

 

2



 

reduce production rates to reduce inventory levels during the fourth quarter of 2007, which resulted in higher conversion costs.

 

Outdoor Building Products

 

In the outdoor building products segment, sales were $118.8 million in the fourth quarter of 2007, compared to $108.9 million recorded during the same quarter in the prior year. Outdoor Building Products operating loss for the fourth quarter of 2007 was $53.6 million compared to an operating loss of $17.2 million for the same quarter in 2006.  Excluding non-cash charges of $39.1 million for impairment of goodwill, intangibles and other long-lived assets, the segment reported an operating loss of $14.6 million in the fourth quarter of 2007.  In the fourth quarter of 2006, the segment reported an operating loss of $5.8 million, excluding the impact from valuing Royal Group’s inventory at fair value as of the date of the acquisition, as required by purchase accounting standards totaling $11.4 million.  The increased operating loss is attributable to higher material and conversion costs, which were partially offset by higher selling prices. The Company elected to reduce production rates to reduce inventory levels during the fourth quarter of 2007, which resulted in higher conversion costs.

 

Chlorovinyls

 

In the chlorovinyls segment, sales increased to $356.4 million in the fourth quarter of 2007 from $321.0 million during the fourth quarter of 2006.  Chlorovinyls operating loss for the fourth quarter of 2007 was $31.9 million compared to operating income of $23.0 million for the same quarter in 2006.  Excluding non-cash charges of $55.5 million for impairment of goodwill and other long-lived assets, the segment operating income in the fourth quarter of 2007 was $23.5 million compared to operating income of $24.6 million in the same quarter during the prior year, excluding a non-cash charge of $1.6 million from valuing Royal Group’s inventory at fair value as of the date of the acquisition, as required by purchase accounting standards.  Higher ethylene feedstock costs negatively impacted fourth quarter 2007 operating income, while higher average selling prices and sales volumes positively impacted performance.  According to industry reports, ethylene costs rose 31% from the same quarter in the prior year, with PVC selling prices up by 1% and caustic prices up by 44%.  Industry reports suggest fourth quarter PVC sales volumes were down by about 2% on a year over year basis.

 

Aromatics

 

In the aromatics segment, sales increased to $175.1 million in the fourth quarter of 2007 from $134.6 million during the fourth quarter of 2006.  The segment reported operating income of $3.5 million for the fourth quarter of 2007 compared to an operating loss of $9.6 million in the same quarter during the prior year.  The substantial improvement in operating performance can be attributed to higher sales volumes and average selling prices, offset slightly by higher propylene feedstock costs.  According to industry sources, prices for cumene and phenol were up by 8% and 1%, respectively, compared to the same quarter in the prior year, while propylene and benzene feedstock costs were up by 38% and 5% respectively.

 

 

3



 

2008 Business Plan Highlights

 

In a separate News Release issued today, Georgia Gulf announced that Paul Carrico has been promoted to the position of President and Chief Executive Officer.  In addition, the Company announced that Patrick Fleming has been elected Chairman of the Board.  Mr. Carrico succeeds Mr. Schmitt who has served as Georgia Gulf’s Chairman, President and CEO since 1998.

 

Under Mr. Carrico’s leadership, Georgia Gulf targets repayment of over $125 million in debt in 2008.  It intends to achieve this goal by reducing working capital, generating cash from non-operating sources, as well as achieving higher EBITDA than it did in 2007.

 

With demand for chemical and construction products in North America being impacted by difficult economic conditions, Georgia Gulf has been implementing plans to bolster demand for its products.  In 2008, the Company is seeking to increase exports of chlorovinyl products, as well as increase its share of certain building and home improvement product markets.

 

Georgia Gulf intends to further reduce its cost structure by right sizing its workforce, reducing professional fees, idling certain PVC resin capacity and internally sourcing more materials consumed in extrusion operations.  While savings from these initiatives will commence in the first quarter, the initiatives are not expected to have a meaningful impact until the second quarter of the year.

 

With its highly-efficient, modernized PVC resin production line located in Plaquemine, LA now fully operational, Georgia Gulf has temporarily idled other PVC resin production lines.  As was previously announced, Georgia Gulf temporarily idled its Sarnia, Ontario PVC resin production facility in mid-December.  Since then, the Company has temporarily idled certain PVC resin production lines in other facilities.  In total, Georgia Gulf has now temporarily idled 700 million pounds of capacity on an annualized basis.  The Company expects this capacity will remain idled for some portion of 2008.  “By temporarily idling this capacity, we are moving production to our most efficient lines, reducing our costs and adding a better balance to the supply/demand equation,” noted Mr. Carrico.

 

In addition to initiatives aimed at improving its income statement, the Company expects to generate cash from other sources in order to reduce debt.  Specifically, further real estate divestitures, working capital reductions and income tax refunds are expected to be sources of cash in 2008.

 

The Company is nearing settlement of its income tax dispute with the Province of Quebec for less than the originally assessed amount. This settlement would improve the Company’s liquidity position, as a result of a $44 million letter of credit being released.

 

“These initial plans should help us to deal with difficult, near-term market conditions, while positioning us as a highly efficient integrated vinyl building and home improvement products manufacturer,” noted Mr. Carrico.  He added that, “the management team will revisit 2008 plans in the coming days, to focus the organization on those opportunities with the greatest potential to enhance shareholder value.”

 

 

4



 

Conference Call

 

The Company will discuss fourth quarter and full year 2007 financial results and business developments via conference call and Webcast on Friday, February 15, 2008, at 10:00 AM ET.  To access the Company’s fourth quarter teleconference, please dial 888-552-7928 (domestic) or 706-679-3718 (international).  To access the conference call via Webcast, log on to http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=112207&eventID=1752552.  Playbacks will be available from 1:00 PM ET Friday, February 15, to midnight ET Friday, February 22.  Playback numbers are 800-642-1687 (domestic) or 706-645-9291 (international).  The conference call ID number is 33117773.

 

Georgia Gulf

 

Georgia Gulf Corporation is a leading, integrated North American manufacturer of two chemical lines, chlorovinyls and aromatics, and manufactures vinyl-based building and home improvement products.  The Company’s vinyl-based building and home improvement products, marketed under Royal Group brands, include window and door profiles, mouldings, siding, pipe and pipe fittings, deck, fence and rail and outdoor storage buildings.  Georgia Gulf, headquartered in Atlanta, Georgia, has manufacturing facilities located throughout North America to provide industry-leading service to customers.

 

Safe Harbor

 

This news release contains forward-looking statements subject to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are based on management’s assumptions regarding business conditions, and actual results may be materially different.  Risks and uncertainties inherent in these assumptions include, but are not limited to difficulties in integrating the recently acquired business of Royal Group, Inc., uncertainties relating to Royal Group’s business and liabilities, uncertainties regarding asset sales, synergies, operating efficiencies and competitive conditions, future global economic conditions, economic conditions in the industries to which our products are sold, industry production capacity, raw materials and energy costs and other factors discussed in the Securities and Exchange Commission filings of Georgia Gulf Corporation, including our annual report on Form 10-K for the year ended December 31, 2006.

 

CONTACT:

 

Mark Badger

Georgia Gulf Corporation

Atlanta: 1-770-395-4524

Toronto: 1-906-652-6210

 

 

5



 

GEORGIA GULF CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

In Thousands

 

December 31,
2007

 

December 31,
2006

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

9,227

 

$

9,641

 

Receivables, net of allowance

 

211,613

 

237,496

 

Inventories

 

366,545

 

339,405

 

Prepaid expenses

 

19,999

 

29,577

 

Income tax receivables

 

12,974

 

37,143

 

Deferred income taxes

 

25,049

 

30,664

 

Current assets held for sale

 

 

11,080

 

 

 

 

 

 

 

Total current assets

 

645,407

 

695,006

 

 

 

 

 

 

 

Property, plant and equipment, net

 

967,188

 

1,023,004

 

Goodwill

 

282,282

 

377,124

 

Intangible assets, net

 

75,789

 

88,361

 

Other assets, net

 

196,262

 

204,813

 

Non-current assets held for sale

 

31,873

 

69,919

 

 

 

 

 

 

 

Total assets

 

$

2,198,801

 

$

2,458,227

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

30,709

 

$

32,495

 

Accounts payable

 

232,477

 

215,282

 

Interest payable

 

17,752

 

21,290

 

Accrued compensation

 

32,882

 

37,218

 

Liability for unrecognized income tax benefits and other tax reserves

 

79,431

 

88,338

 

Other accrued liabilities

 

60,774

 

97,428

 

 

 

 

 

 

 

Total current liabilities

 

454,025

 

492,051

 

 

 

 

 

 

 

Long-term debt, less current portion

 

1,351,299

 

1,465,639

 

Liability for unrecognized income tax benefits

 

37,874

 

 

Deferred income taxes

 

131,601

 

88,476

 

Other non-current liabilities

 

27,201

 

18,538

 

Stockholders’ equity

 

196,801

 

393,523

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

2,198,801

 

$

2,458,227

 

 

 

 

 

 

 

Common shares outstanding

 

34,392

 

34,390

 

 

 

6



 

GEORGIA GULF CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

In Thousands (except per share data)

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

776,416

 

$

681,538

 

$

3,157,270

 

$

2,427,843

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses

 

 

 

 

 

 

 

 

 

Costs of sales

 

712,596

 

640,711

 

2,851,426

 

2,152,571

 

Goodwill and other long-lived asset impairment

 

155,712

 

 

155,712

 

 

Selling, general and administrative expenses

 

60,910

 

63,021

 

233,818

 

119,151

 

Total operating costs and expenses

 

929,218

 

703,732

 

3,240,956

 

2,271,722

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

(152,802

)

(22,194

)

(83,686

)

156,121

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(34,401

)

(40,691

)

(133,763

)

(51,279

)

Foreign exchange (losses) gains

 

3,215

 

(5,697

)

6,286

 

(21,543

)

(Loss) income from continuing operations before income taxes

 

(183,988

)

(68,582

)

(211,163

)

83,299

 

 

 

 

 

 

 

 

 

 

 

Provision (benefit) for income taxes

 

42,447

 

(24,652

)

44,000

 

31,497

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations

 

(226,435

)

(43,930

)

(255,163

)

51,802

 

 

 

 

 

 

 

 

 

 

 

(Loss) from discontinued operations, net of tax

 

(890

)

(3,263

)

(10,864

)

(3,263

)

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(227,325

)

$

(47,193

)

$

(266,027

)

$

48,539

 

 

 

 

 

 

 

 

 

 

 

(Loss) earnings per share:

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations

 

$

(6.59

)

$

(1.28

)

$

(7.43

)

$

1.52

 

(Loss) from discontinued operations

 

(0.03

)

(0.10

)

(0.32

)

(0.10

)

Net (loss) income

 

$

(6.62

)

$

(1.38

)

$

(7.75

)

$

1.42

 

 

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations

 

$

(6.59

)

$

(1.28

)

$

(7.43

)

$

1.51

 

(Loss) from discontinued operations

 

(0.03

)

(0.10

)

(0.32

)

(0.10

)

Net income (loss)

 

$

(6.62

)

$

(1.38

)

$

(7.75

)

$

1.41

 

Weighted average common shares:

 

 

 

 

 

 

 

 

 

Basic

 

34,359

 

34,114

 

34,347

 

34,093

 

Diluted

 

34,359

 

34,114

 

34,347

 

34,386

 

 

7



 

GEORGIA GULF CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

In Thousands

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(227,326

)

$

(47,193

)

$

(266,027

)

$

48,539

 

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

38,274

 

37,003

 

150,210

 

85,019

 

Foreign exchange loss (gain)

 

(3,057

)

4,997

 

(10,357

)

20,843

 

Deferred income tax expense (benefit)

 

39,035

 

(8,445

)

26,832

 

(21,189

)

Non-cash impairment charges

 

155,712

 

 

155,712

 

 

Excess tax benefit related to stock plans

 

(265

)

196

 

(1,142

)

 

Stock based compensation

 

1,635

 

2,123

 

10,856

 

12,704

 

Other non-cash items

 

12,391

 

3,111

 

30,080

 

7,309

 

Change in operating assets, liabilities and other

 

44,835

 

79,874

 

31,995

 

101,501

 

Net cash provided by operating activities from continuing operations

 

61,234

 

71,666

 

128,159

 

254,726

 

Net cash provided by (used in) operating activities from discontinuing operations

 

 

(4,149

)

398

 

(4,149

)

Net cash provided by operating activities:

 

61,234

 

67,517

 

128,557

 

250,577

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Acquisition, net of cash acquired

 

 

(1,075,396

)

 

(1,075,396

)

Settlement of foreign exchange contracts

 

 

(4,997

)

 

(20,843

)

Capital expenditures

 

(11,046

)

(43,273

)

(83,669

)

(90,770

)

Proceeds from sale of PP&E, assets held for sale and discontinued operations

 

25,617

 

106,092

 

105,258

 

106,092

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

14,571

 

(1,017,574

)

21,589

 

(1,080,917

)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Net change in revolving line of credit

 

(650

)

(8,100

)

(7,241

)

(123,400

)

Issuance of long-term debt

 

 

1,493,543

 

 

1,493,543

 

Repayment of long-term debt

 

(71,584

)

(497,374

)

(224,505

)

(497,374

)

Proceeds from lease financing

 

 

 

95,865

 

 

Fees paid for bridge financing

 

 

 

(2,325

)

 

 

(2,325

)

Fees paid to issue debt

 

 

(38,020

)

(3,241

)

(38,020

)

Proceeds from issuance of common stock

 

 

2,831

 

 

3,194

 

Purchase and retirement of common stock

 

 

 

(685

)

(1,032

)

Tax benefits from employee share-based exercises

 

 

 

 

1,432

 

Dividends paid

 

(2,775

)

(2,749

)

(11,099

)

(10,996

)

 

 

 

 

 

 

 

 

 

 

Net cash used in (provided by) financing activities

 

(75,009

)

947,806

 

(150,906

)

825,022

 

Effect of exchange rate changes on cash and cash equivalents

 

444

 

661

 

346

 

661

 

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

1,240

 

(1,590

)

(414

)

(4,657

)

Cash and cash equivalents at beginning of period

 

7,987

 

11,231

 

9,641

 

14,298

 

Cash and cash equivalents at end of period

 

$

9,227

 

$

9,641

 

$

9,227

 

$

9,641

 

 

8



 

GEORGIA GULF CORPORATION AND SUBSIDIARIES

SEGMENT INFORMATION

(Unaudited)

 

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

In Thousands

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Segment net sales:

 

 

 

 

 

 

 

 

 

Chlorovinyls

 

$356,425

 

$320,971

 

$1,409,129

 

$1,642,782

 

Window & door profile and mouldings products

 

126,115

 

117,029

 

507,968

 

117,029

 

Outdoor building products

 

118,780

 

108,916

 

573,250

 

108,916

 

Aromatics

 

175,096

 

134,623

 

666,923

 

559,116

 

Net sales

 

$776,416

 

$681,539

 

$3,157,270

 

$2,427,843

 

 

 

 

 

 

 

 

 

 

 

Segment operating (loss) income:

 

 

 

 

 

 

 

 

 

Chlorovinyls

 

$(31,939

)

$22,985

 

$52,121

 

$238,792

 

Window & door profile and mouldings products

 

(60,014

)

(5,946

)

(54,478

)

(5,946

)

Outdoor building products

 

(53,633

)

(17,186

)

(50,864

)

(17,186

)

Aromatics

 

3,476

 

(9,581

)

10,459

 

(17,230

)

Unallocated corporate expenses

 

(10,692

)

(12,466

)

(40,924

)

(42,309

)

Total operating (loss) income

 

$(152,802

)

$(22,194

)

$(83,686

)

$156,121

 

 

 

9


EX-99.2 3 a08-5813_1ex99d2.htm PRESS RELEASE DATED FEBRUARY 14, 2008 RE CHANGES IN BOARD AND MANAGEMENT

 

Exhibit 99.2

 

 

NEWS

 

FOR IMMEDIATE RELEASE

 

Georgia Gulf Announces Board and Management Changes

 

·                  Patrick Fleming Elected Chairman of Board

·                  Paul Carrico promoted to position of President and CEO

 

Atlanta, Georgia — February 14, 2008 — Georgia Gulf today announced that Paul Carrico has been elected President and Chief Executive Officer, as well as a Director of the Company.  In addition, Georgia Gulf announced that Patrick Fleming has been elected Chairman of the Board.  Both Paul Carrico and Patrick Fleming are assuming their new positions immediately.

 

Ed Schmitt, who has served as Chairman, President and CEO of Georgia Gulf since 1998, will serve in an advisory role until July 2008, retiring thereafter.  Mr. Schmitt has resigned as a member of the Board.

 

Both external and internal candidates were considered in the President and CEO search process, which was led by Patrick Fleming who is an independent Board member and Chair of the Compensation Committee.  In October 2007, Georgia Gulf retained Heidrick and Struggles to conduct a search for a successor for Mr. Schmitt. “Paul Carrico was chosen from an extensive field of internal and external candidates, recognizing his strong team building skills, acquisition integration experience and knowledge of the entire organization,” commented Mr. Fleming.

 

Paul Carrico, 57, has served as Vice President, Chemicals and Vinyls since October 2006 and Vice President, Polymer Group from May 2005 until October 2006.  During this time, his responsibilities expanded from vinyl resins to include commodity chemicals.  Prior thereto Mr. Carrico served as Business Manager, Resin Division from 1999 when he joined the Company and played a key role in the integration of the acquisition of CONDEA Vista, his former employer.  Prior to joining Georgia Gulf, he was General Manager of CONDEA Vista’s vinyl and olefins division. Mr. Carrico has a Masters Degree in the Science of Management from MIT in Cambridge, MA, along with a Masters Degree in Chemical Engineering from the University of Louisville in Louisville, KY.

 

Commenting on his appointment, Mr. Carrico noted that he “looks forward to working with the management group, as well as all the dedicated employees of Royal Group and Georgia Gulf.”  “Paul is well qualified to lead the team, given his strong understanding of the company and the markets it serves,” added Mr. Fleming.

 



 

Patrick Fleming is assuming the role of Chairman of Georgia Gulf’s Board of Directors, having been a Director of Georgia Gulf since 2000.  He is a member of the Audit Committee, as well as Chair of the Compensation Committee.  In 1999 Mr. Fleming retired as Managing Director and Chief Executive Officer of Calortex, which was a joint venture between Texaco, Calor Gas and Nuon International.  Mr. Fleming noted that, “separation of the Chairman and CEO’s role will serve to enhance corporate governance.”

 

Mr. Fleming noted that Georgia Gulf’s “Board of Directors appreciates Ed’s dedication to development of the Company and its employees during his 27 years with the organization.”

 

Georgia Gulf

Georgia Gulf Corporation is a leading, integrated North American manufacturer of two chemical lines, chlorovinyls and aromatics, and manufactures vinyl-based building and home improvement products.  The Company’s vinyl-based building and home improvement products, marketed under Royal Group brands, include window and door profiles, mouldings, siding, pipe and pipe fittings, deck, fence and rail and outdoor storage buildings.  Georgia Gulf, headquartered in Atlanta, Georgia, has manufacturing facilities located throughout North America to provide industry-leading service to customers.

 

Safe Harbor

This news release contains forward-looking statements subject to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are based on management’s assumptions regarding business conditions, and actual results may be materially different.  Risks and uncertainties inherent in these assumptions include, but are not limited to difficulties in integrating the recently acquired business of Royal Group, Inc., uncertainties relating to Royal Group’s business and liabilities, uncertainties regarding asset sales, synergies, operating efficiencies and competitive conditions, future global economic conditions, economic conditions in the industries to which our products are sold, industry production capacity, raw materials and energy costs and other factors discussed in the Securities and Exchange Commission filings of Georgia Gulf Corporation, including our annual report on Form 10-K for the year ended December 31, 2006.

 

CONTACT:

 

Mark Badger

Georgia Gulf Corporation

1-770-3954546 / 905 652 6210

 


 

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-----END PRIVACY-ENHANCED MESSAGE-----