Exhibit
99.1
|
|
NEWS
|
Georgia Gulf Reports Third Quarter 2009
Financial Results
ATLANTA, GEORGIA — November 4, 2009 — Georgia Gulf Corporation (NYSE: GGC) today announced financial results
for its third quarter ended September 30, 2009.
Georgia
Gulf reported net sales of $556.3 million for the third quarter of 2009
compared to net sales of $818.6 million for the third quarter of 2008. The decrease in sales is primarily due to
lower prices resulting from lower feedstock and energy costs partially offset
by higher volumes compared to the third quarter of 2008, which was impacted by
two gulf coast hurricanes.
Georgia
Gulf reported net income of $230.2 million for the third quarter of 2009,
compared to a net loss of $17.4 million during the same quarter in the previous
year. In the third quarter of 2009,
Georgia Gulf successfully exchanged $736 million of its outstanding notes for
1.3 million shares of its common stock and 30.2 million shares of its
convertible preferred stock. The debt
exchange resulted in a $400.8 million pre-tax gain.
The
Company reported operating income of $38.6 million for the third quarter of
2009, compared to operating income of $14.2 million for the third quarter of
2008. The third quarter of 2009 includes
a pre-tax net benefit of $1.8 million primarily resulting from credit
adjustments to true up restructuring costs booked in prior quarters. The third
quarter of 2008 includes a pre-tax asset impairment and restructuring charge of
$3.7 million. Excluding these items,
operating income for the third quarter of 2009 was $36.8 million compared to
operating income of $17.9 million in the third quarter of 2008.
“Our
results for the quarter reflect our successful efforts to match our cost
structure to the market,” commented Paul Carrico, Georgia Gulf’s President and
CEO. “We generated stronger operating
income compared to both the same quarter last year and the second quarter of
2009 despite a dramatic decline in caustic soda prices and continued softness
in building and construction markets.
Completing the debt-for-equity exchange reduced our debt by more than 50
percent and reduced our annual cash interest costs by nearly $70 million, and
our long-term bank amendment provides adjusted covenants until the end of 2011.”
Chlorovinyls
In
the Chlorovinyls segment, third quarter 2009 sales decreased to $229.1 million
from $365.5 million during the third quarter of 2008. The segment posted
operating income of $30.6 million compared to operating income of $28.0 million
during the same quarter in the prior year.
The increase in operating income was primarily due to higher caustic and
PVC sales volumes partially
offset
by lower caustic and PVC prices compared to the same quarter in the prior
year. The third quarter of 2008 was
impacted by two gulf coast hurricanes.
Window & Door Profiles and Mouldings
In
the Window & Door Profiles and Mouldings segment, sales were $98.6
million for the third quarter of 2009, compared to $124.0 million during the
same quarter in the prior year. Sales on a constant currency basis declined 18
percent. The decline in sales reflects
extremely difficult conditions in the North American housing and construction
markets, particularly related to new home construction. The segment’s operating
income was $2.0 million for the third quarter of 2009, compared to an operating
loss of $0.6 million during the same quarter in the prior year. The increase in operating income is primarily due to cost
reduction actions, partially offset by lower sales volumes.
Outdoor Building Products
In
the Outdoor Building Products segment, sales were $128.1 million for the third
quarter of 2009, compared to $163.6 million during the same quarter in the
prior year. Sales on a constant currency basis declined 19 percent. The decrease in sales reflects the extremely
difficult conditions in the North American housing and construction markets.
The segment reported operating income of $14.7 million for the third quarter of
2009, compared to operating income of $0.5 million during the same quarter in
the prior year. The increase in
operating income is due to cost reduction actions, partially offset by lower
sales volumes.
Aromatics
In
the Aromatics segment, sales decreased to $100.5 million for the third quarter
of 2009 from $165.5 million during the third quarter of 2008. The decrease in
sales was driven by a 31 percent decline in sales prices and lower phenol and
acetone sales volumes. The phenol and acetone sales volume decrease is due to
extremely difficult conditions in the North American housing and construction
markets. During the third quarter of
2009, the segment recorded operating income of $9.3 million, compared to an
operating loss of $4.5 million during the same quarter last year. The increase
in operating income was driven by stronger margins resulting from raw material
inventory holding gains and cost reductions, partially offset by lower volumes
than the same quarter last year.
Liquidity Update
As
of September 30, 2009, the Company had $168.4 million of liquidity,
consisting of $28.3 million of cash on hand as well as $140.1 million of
borrowing capacity available under its revolving credit facility.
Conference Call
The
Company will discuss third quarter 2009 financial results and business
developments via conference call and Webcast on Thursday, November 5, 2009
at 10:00 a.m. EST. To access the Company’s third quarter conference call,
please dial 888-552-7928 (domestic) or 706-679-6164 (international). To access the conference call via Webcast,
log on to http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=112207&eventID=2512740. Playbacks will be available from 11:00 AM ET
Thursday, November 5, to midnight ET Thursday, November 12. Playback
numbers
are 800-642-1687 (domestic) or 706-645-9291 (international). The conference call ID number is 38134507.
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, and deck, fence
and rail products. 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,
future global economic conditions, economic conditions in the industries to
which our products are sold, uncertainties regarding asset sales, synergies,
potential sale-leaseback arrangements, operating efficiencies and competitive
conditions, 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, 2008 and our quarterly report on Form 10-Q
for the quarter ended June 30, 2009.
CONTACTS:
Georgia
Gulf Corporation
Investor Relations:
Martin
Jarosick
(770)
395-4524
GEORGIA GULF
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
(In thousands, except share data)
|
|
September 30,
2009
|
|
December 31,
2008
|
|
|
ASSETS
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
28,339
|
|
$
|
89,975
|
|
|
Receivables, net of allowance for doubtful
accounts of $15,922 in 2009 and $12,307 in 2008
|
|
172,350
|
|
117,287
|
|
|
Inventories
|
|
238,715
|
|
240,199
|
|
|
Prepaid expenses
|
|
31,544
|
|
21,360
|
|
|
Income tax receivables
|
|
3,796
|
|
2,264
|
|
|
Deferred income taxes
|
|
21,009
|
|
22,505
|
|
|
Total current assets
|
|
495,753
|
|
493,590
|
|
|
Property, plant and equipment, net
|
|
701,205
|
|
760,760
|
|
|
Goodwill
|
|
201,331
|
|
189,003
|
|
|
Intangible assets, net of accumulated amortization
of $10,745 in 2009 and $9,988 in 2008
|
|
15,420
|
|
15,905
|
|
|
Other assets, net
|
|
132,639
|
|
150,643
|
|
|
Non-current assets held for sale
|
|
14,227
|
|
500
|
|
|
Total assets
|
|
$
|
1,560,575
|
|
$
|
1,610,401
|
|
|
LIABILITIES AND STOCKHOLDERS’
DEFICIT
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
$
|
23,609
|
|
$
|
56,843
|
|
|
Accounts payable
|
|
121,339
|
|
105,052
|
|
|
Interest payable
|
|
5,052
|
|
16,115
|
|
|
Income taxes payable
|
|
1,635
|
|
3,476
|
|
|
Accrued compensation
|
|
14,525
|
|
9,890
|
|
|
Liability for unrecognized income tax benefits and
other tax reserves
|
|
9,448
|
|
27,334
|
|
|
Other accrued liabilities
|
|
52,025
|
|
49,693
|
|
|
Total current liabilities
|
|
227,633
|
|
268,403
|
|
|
Long-term debt
|
|
478,318
|
|
1,337,307
|
|
|
Liability for unrecognized income tax benefits
|
|
61,613
|
|
34,592
|
|
|
Deferred income taxes
|
|
237,065
|
|
70,141
|
|
|
Other non-current liabilities
|
|
36,075
|
|
39,886
|
|
|
Total liabilities
|
|
1,040,704
|
|
1,750,329
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
Preferred stock—$0.01 par value; 75,000,000 shares
authorized; no shares issued
|
|
—
|
|
—
|
|
|
Common stock—$0.01 par value; 100,000,000 shares
authorized; shares issued and outstanding: 32,967,546 in 2009 and 1,379,273
in 2008
|
|
330
|
|
14
|
|
|
Additional paid-in capital
|
|
472,028
|
|
105,815
|
|
|
Retained earnings (accumulated deficit)
|
|
56,981
|
|
(218,502
|
)
|
|
Accumulated other comprehensive loss, net of tax
|
|
(9,468
|
)
|
(27,255
|
)
|
|
Total stockholders’ equity (deficit)
|
|
519,871
|
|
(139,928
|
)
|
|
Total liabilities and stockholders’ equity
(deficit)
|
|
$
|
1,560,575
|
|
$
|
1,610,401
|
|
GEORGIA
GULF CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
(In thousands, except per share
data)
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
|
Net sales
|
|
$
|
556,342
|
|
$
|
818,564
|
|
$
|
1,488,016
|
|
$
|
2,380,868
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
472,643
|
|
756,503
|
|
1,313,924
|
|
2,217,656
|
|
|
Selling, general and administrative expenses
|
|
46,864
|
|
44,095
|
|
129,724
|
|
130,459
|
|
|
Long-lived asset impairment charges
|
|
4,167
|
|
2,516
|
|
20,357
|
|
18,695
|
|
|
Restructuring (gain) costs, net
|
|
(5,928
|
)
|
1,169
|
|
5,927
|
|
8,758
|
|
|
Loss (gain) on sale of assets, net
|
|
—
|
|
33
|
|
62
|
|
(27,282
|
)
|
|
Total operating costs and expenses
|
|
517,746
|
|
804,316
|
|
1,469,994
|
|
2,348,286
|
|
|
Operating income
|
|
38,596
|
|
14,248
|
|
18,022
|
|
32,582
|
|
|
Gain on substantial modification of debt
|
|
—
|
|
—
|
|
121,033
|
|
—
|
|
|
Gain on debt exchange
|
|
400,835
|
|
—
|
|
400,835
|
|
—
|
|
|
Interest expense, net
|
|
(30,709
|
)
|
(32,280
|
)
|
(107,229
|
)
|
(98,157
|
)
|
|
Foreign exchange loss
|
|
(48
|
)
|
(1,864
|
)
|
(981
|
)
|
(585
|
)
|
|
Income (loss) before income taxes
|
|
408,674
|
|
(19,896
|
)
|
431,680
|
|
(66,160
|
)
|
|
Provision (benefit) for income taxes
|
|
178,523
|
|
(2,494
|
)
|
156,196
|
|
(7,205
|
)
|
|
Net income (loss)
|
|
$
|
230,151
|
|
$
|
(17,402
|
)
|
$
|
275,484
|
|
$
|
(58,955
|
)
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
9.21
|
|
$
|
(14.64
|
)
|
$
|
29.49
|
|
$
|
(48.86
|
)
|
|
Diluted
|
|
$
|
9.20
|
|
$
|
(14.64
|
)
|
$
|
29.47
|
|
$
|
(48.86
|
)
|
|
Weighted average common shares:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
23,355
|
|
1,379
|
|
8,788
|
|
1,378
|
|
|
Diluted
|
|
25,006
|
|
1,379
|
|
9,349
|
|
1,378
|
|
GEORGIA
GULF CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
(In thousands)
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
230,151
|
|
$
|
(17,402
|
)
|
$
|
275,484
|
|
$
|
(58,955
|
)
|
|
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
29,695
|
|
36,471
|
|
89,147
|
|
112,495
|
|
|
Loan fair value gain amortization
|
|
4,288
|
|
—
|
|
8,888
|
|
—
|
|
|
Gain on substantial modification of debt
|
|
—
|
|
—
|
|
(121,033
|
)
|
—
|
|
|
Gain on debt exchange
|
|
(400,835
|
)
|
—
|
|
(400,835
|
)
|
—
|
|
|
Foreign exchange gain
|
|
(1,293
|
)
|
—
|
|
(627
|
)
|
—
|
|
|
Deferred income taxes
|
|
179,329
|
|
(13,336
|
)
|
154,938
|
|
(13,089
|
)
|
|
Tax deficiency related to stock plans
|
|
(23
|
)
|
(15
|
)
|
(1,414
|
)
|
(861
|
)
|
|
Stock based compensation
|
|
8,813
|
|
804
|
|
10,212
|
|
2,493
|
|
|
Long-lived asset impairment charges and loss on
sale of assets
|
|
4,167
|
|
2,444
|
|
20,419
|
|
21,872
|
|
|
Net gain on sale of property, plant and equipment,
and assets held for sale
|
|
—
|
|
(825
|
)
|
—
|
|
(27,125
|
)
|
|
Payment of Quebec trust tax settlement
|
|
—
|
|
—
|
|
—
|
|
(20,073
|
)
|
|
Other non-cash items
|
|
(533
|
)
|
3,813
|
|
1,844
|
|
1,608
|
|
|
Change in operating assets, liabilities and other
|
|
15,138
|
|
60,575
|
|
11,845
|
|
(25,752
|
)
|
|
Net cash provided by (used in) operating
activities
|
|
68,897
|
|
72,529
|
|
48,868
|
|
(7,387
|
)
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
(6,573
|
)
|
(12,344
|
)
|
(24,958
|
)
|
(44,023
|
)
|
|
Proceeds from sale of property, plant and
equipment, and assets held-for sale
|
|
1,022
|
|
301
|
|
1,900
|
|
78,095
|
|
|
Proceeds from insurance recoveries related to
property, plant and equipment
|
|
—
|
|
—
|
|
1,980
|
|
—
|
|
|
Net cash (used in) provided by investing
activities
|
|
(5,551
|
)
|
(12,043
|
)
|
(21,078
|
)
|
34,072
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
Net change in revolving line of credit
|
|
(127,561
|
)
|
(7,649
|
)
|
(29,411
|
)
|
107,718
|
|
|
Repayment of long-term debt
|
|
(909
|
)
|
(1,016
|
)
|
(19,727
|
)
|
(73,094
|
)
|
|
Purchases and retirement of common stock
|
|
—
|
|
—
|
|
(25
|
)
|
(110
|
)
|
|
Fees paid to amend and exchange debt
|
|
(13,595
|
)
|
(9,823
|
)
|
(43,256
|
)
|
(9,823
|
)
|
|
Dividends paid
|
|
—
|
|
(2,790
|
)
|
—
|
|
(8,379
|
)
|
|
Net cash (used in) provided by financing
activities
|
|
(142,065
|
)
|
(21,278
|
)
|
(92,419
|
)
|
16,312
|
|
|
Effect of exchange rate changes on cash and cash
equivalents
|
|
2,758
|
|
927
|
|
2,993
|
|
496
|
|
|
Net change in cash and cash equivalents
|
|
(75,961
|
)
|
40,136
|
|
(61,636
|
)
|
43,493
|
|
|
Cash and cash equivalents at beginning of period
|
|
104,300
|
|
12,585
|
|
89,975
|
|
9,227
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
28,339
|
|
$
|
52,720
|
|
$
|
28,339
|
|
$
|
52,720
|
|
GEORGIA GULF CORPORATION AND
SUBSIDARIES
SEGMENT INFORMATION
(Unaudited)
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
|
|
September 30,
|
|
September 30,
|
|
|
In Thousands
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
net sales:
|
|
|
|
|
|
|
|
|
|
|
Chlorovinyls
|
|
$
|
229,132
|
|
$
|
365,501
|
|
$
|
702,915
|
|
$
|
1,108,471
|
|
|
Window
and door profiles and mouldings products
|
|
98,617
|
|
124,027
|
|
241,691
|
|
328,104
|
|
|
Outdoor
building products
|
|
128,071
|
|
163,579
|
|
315,431
|
|
428,175
|
|
|
Aromatics
|
|
100,521
|
|
165,457
|
|
227,979
|
|
516,118
|
|
|
Net
Sales
|
|
$
|
556,341
|
|
$
|
818,564
|
|
$
|
1,488,016
|
|
$
|
2,380,868
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
Chlorovinyls
|
|
$
|
30,573
|
(1)
|
$
|
27,982
|
(5)
|
$
|
75,466
|
|
$
|
64,673
|
(11)
|
|
Window
and door profiles and mouldings products
|
|
2,008
|
(2)
|
(561
|
)(6)
|
(31,528
|
)(8)
|
(15,943
|
)(12)
|
|
Outdoor
building products
|
|
14,650
|
(3)
|
516
|
(7)
|
6,304
|
(9)
|
(14,295
|
)
|
|
Aromatics
|
|
9,347
|
|
(4,547
|
)
|
17,709
|
|
(7,373
|
)
|
|
Unallocated
corporate
|
|
(17,982
|
)(4)
|
(9,142
|
)
|
(49,929
|
)(10)
|
5,520
|
(13)
|
|
Total
operating income (loss)
|
|
$
|
38,596
|
|
$
|
14,248
|
|
$
|
18,022
|
|
$
|
32,582
|
|
(1) Includes income of $3.8 million primarily
from a $4.0 million credit from the wind up of the Canadian pension plans.
(2) Includes $4.1 million related to plant
closing costs and restructuring costs
(3) Includes $1.0 million of severance costs
and income of $3.1 million associated with the favorable settlement of a legal
claim for less than the reserved amount.
(4) Includes $7.7 million of additional stock
compensation expense related to the 2009 Equity and Performance Incentive Plan.
Also includes $2.0 million in legal and professional fees related to the debt
amendments, contingency planning and process improvement initiatives.
(5) Includes $1.4 million in severance,
restructuring and other exit costs primarily related to the closure of the
Oklahoma City facility
(6) Includes $2.0 million related to plant closing
costs and severance costs and $1.8 million for asset impairments.
(7) Includes $0.3 million related to plant
closing costs and severance costs
(8) Includes $3.0 million of severance,
restructuring and other exit costs and $20.2 million of asset impairments.
(9) Includes $1.7 million of severance costs
offset by income of $1.2 million associated with other exit costs, including
income of $3.1 million associated with the favorable settlement of a legal
claim.
(10) Includes $2.5 million in consulting fees
related to process improvement initiatives.
(11) Includes $20.0 million in costs related
to the shutdown of the Oklahoma City facility, writedowns and other exit costs
and a $2.2 million gain related to the sale and lease back of equipment
(12) Includes $1.9 million for asset
impairments.
(13) Includes $28.8 million gain on sale of
idle land in Pasadena, Texas.