EXHIBIT 99.1
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Deutsche Bank
Global High Yield Conference
Scottsdale, Arizona
October 8, 2003
Forward-Looking Statements
The following information contains forward-looking statements. Forward-looking statements include statements regarding our goals, beliefs, plans, estimates, outlook or current expectations about future events, taking into account the information currently available to our management. Forward-looking statements are not statements of historical fact. For example, when we use words such as “believe,” “anticipate,” “expect,” “estimate,” “assume,” “intend,” “should,” “would,” “could,” or “may,” or other words, expressions, charts or graphs that address future events or outcomes, we are making forward-looking statements.
Our forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially depending on a variety of important factors, including, but not limited to, fluctuations in raw material prices and energy costs, increases in pension and insurance costs, downturns in industrial production, housing and construction and the consumption of durable and nondurable goods, the degree and nature of competition, demand for our products, the degree of success achieved by our new product initiatives, changes in government regulations, our ability to complete and successfully integrate the operations of acquired businesses and our ability to service our substantial indebtedness. Additional relevant risk factors that could cause actual results to differ materially are discussed in the company’s registration statements and reports filed with the Securities and Exchange Commission, which are available from the company. With respect to such forward-looking statements, we claim protection under the Private Securities Litigation Reform Act of 1995. We do not undertake any obligation to update our forward-looking statements.
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Who is Caraustar?
CARAUSTAR
| Carolina | Austell | Star | ||
| Paperboard | Boxboard | Paper Tube | ||
| (1938) |
(1948) | (1958) | ||
IPO: October 8, 1992 (NASDAQ: CSAR)
| 1 |
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Who is Caraustar?
The largest U.S. recycled boxboard producer
| ¨ | Estimated 2003 capacities(1) |
| Rank |
Company |
Tube & Core Stock |
Gypsum Facings |
CCN & Other |
Capacity |
Market Share |
||||||||
| 1 |
Caraustar Industries | 400 | 380 | 640 | 1,420 | 21 | % | |||||||
| 2 |
Rock-Tenn | 75 | 735 | 810 | 12 | % | ||||||||
| 3 |
Sonoco Products | 700 | 700 | 10 | % | |||||||||
| 4 |
Newark Group | 100 | 580 | * | 680 | 10 | % | |||||||
| 5 |
Smurfit-Stone | 640 | 640 | 9 | % | |||||||||
| 6 |
U.S. Gypsum | 550 | 550 | 8 | % | |||||||||
| 7 |
Graphic Packaging | 355 | 355 | 5 | % | |||||||||
| 8 |
National Gypsum | 280 | 280 | 4 | % | |||||||||
| 8 |
Georgia Pacific | 240 | 240 | 3 | % | |||||||||
| 10 |
Simkins Industries | 200 | 200 | 3 | % | |||||||||
| Others | 180 | 150 | 700 | 1,030 | 15 | % | ||||||||
| Total U.S. Capacity | 1380 | 1,675 | 3,850 | 6,905 | 100 | % |
| *+ | ~100 tons of O.S. @ New Mill |
| (1) | Source: American Forest and Paper Association, Bank of America and UBS Warburg <670m tons or <8.8% w/New Newark Mill <570m tons or <7.5% |
| 2 |
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Who is Caraustar?
Leadership positions in each of the four principal
recycled paperboard product markets
(Caraustar 2002 tonnage and demand drivers)
| #2 Tubes, Cores and Composite Cans |
#1 Gypsum Facing Paper |
#3 Folding Cartons |
#3 Other Specialty | |||||||||||||||
| 280,000 tons 25% ICPG |
178,000 tons 16% Mill Group |
462,000 tons 40% CPG |
214,000 tons 19% Mill Group | |||||||||||||||
| Construction | Commercial | Consumer | Consumer | |||||||||||||||
| Industrial | 17% | Construction | Nondurable | Durable Goods | ||||||||||||||
| Production | Repair and | 20% | Consumption | 12% | ||||||||||||||
| 75% | Remodeling | Industrial | 86% | Consumer | ||||||||||||||
| Consumer |
Single and | 40% | Production | Nondurable | ||||||||||||||
| Nondurable |
Multifamily | 14% | Consumption | |||||||||||||||
| Consumption |
Construction | 88% | ||||||||||||||||
| 8% |
40% | |||||||||||||||||
| 3 |
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Who is Caraustar?
Four Operating Groups:
| ¨ | Recovered Fiber Group |
| ¨ | Mill Group |
| ¨ | Industrial & Consumer Products Group |
| ¨ | Custom Packaging Group |
| 4 |
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Business and Industry Update
Industry Overview
| ¨ | Market conditions and overcapacity continue to hurt the recycled boxboard industry; however, we have demonstrated an ability to increase our market share, reduce costs and generate cash in this environment. |
| ¨ | Second quarter ’03 was slower for Caraustar in most segments vs. Q1 ’03 |
| ¨ | Slight improvement in mill selling prices year-over-year offset by fiber cost increases; energy has eased vs. Q1 ’03. On the converting side, lack of domestic demand for packaging and a slowly recovering industrial economy have led to continued softness in volumes, particularly in the folding carton market. |
| ¨ | Most analysts continue to project that industrial output of nondurable goods will recover slowly but steadily in the second half of 2003. |
| ¨ | During the last five years, 1,500,000 tons of capacity have been removed from the industry. |
| ¨ | We have accounted for 375,000 tons; 5 mills have been shut down and another recently idled (Rittman) |
| 5 |
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Business and Industry Update
Boxboard Shipments (tons in thousands)
| Full Year 2002 vs. 2001 |
First Half 2003 vs. 2002 |
|||||||||||||||||
| Caraustar* |
Industry % |
Caraustar |
Caraustar % |
Industry % |
||||||||||||||
| 2001 |
2002 |
% Change |
||||||||||||||||
| (000) tons | (000) tons | |||||||||||||||||
| Recycled Folding |
409.8 | 462.2 | 12.7 | % | -0.7 | % | 220.5 | 2.9 | % | -2.1 | % | |||||||
| Tube Can & Drum |
246.2 | 279.6 | 13.6 | % | 3.2 | % | 169.2 | 35.4 | % | 3.1 | % | |||||||
| Gypsum Facings** |
178.8 | 178.1 | 0.0 | % | -6.8 | % | 88.0 | -0.3 | % | 5.5 | % | |||||||
| Other Specialty |
207.9 | 214.6 | 3.2 | % | -6.3 | % | 112.2 | -1.4 | % | 3.6 | % | |||||||
| Total |
1042.7 | 1134.5 | 8.8 | % | -2.3 | % | 589.9 | 9.0 | % | 1.4 | % | |||||||
| * | Includes outside purchases |
| ** | Includes gypsum facing volume from our 50% owned PBL joint venture |
| 6 |
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Business and Industry Update
Mill Capacity Utilization
| ¨ | Caraustar typically maintains higher utilization rates than industry averages |
[GRAPHIC]
Source: American Forest and Paper Association.
| 7 |
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Business and Industry Update
Company Overview – Where We are Now
| ¨ | New products in strong markets taking off |
| ¨ | New gypsum technology gaining market acceptance |
| ¨ | Integrating acquisitions and consolidating operations |
| ¨ | Q4 2002 restructuring and business initiatives for 2003 will provide a springboard for Caraustar into an anticipated economic recovery |
| ¨ | Balance of 2003 likely to reflect continued transition to a leaner, more focused Caraustar |
| ¨ | Management understands that restructuring/business initiatives must translate into improved financial results |
| 8 |
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Profit Improvement Initiatives
Smurfit Acquisition Status
| ¨ | Funded $80 million purchase price with $38 million revolver draw (repaid in November), $31 million of cash on hand and $11 million in operating lease facility; also infused $15.3 million in working capital in Q4 as Caraustar did not purchase accounts receivable |
| ¨ | Caraustar has achieved its stated objective of internalizing the uncoated paperboard that Smurfit bought on the outside; we have also closed 8 tube and core plants as of 8/30/03 |
| ¨ | Estimated annual run rate of synergies achieved: |
| ¨ | Mills – $ 3.0 million |
| ¨ | Converting – $ 5.0 million |
| 9 |
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Profit Improvement Initiatives
Recent Operating Results – 2003
| YTD |
YTD |
|||||||||
| June 30, 2002 |
June 30, 2003 |
|||||||||
| ($ in millions) |
||||||||||
| Tons sold* (in thousands) |
479 | 525 | ||||||||
| Sales |
$ | 448.0 | $ | 499.7 | ||||||
| Gross Profit |
$ | 87.6 | $ | 89.3 | +$ 7.2 million*** | |||||
| SG&A Expenses |
$ | 70.4 | $ | 88.8 | – $ 6.5 million*** | |||||
| EBITDA** |
$ | 52.6 | $ | 17.8 | + $15.8 million*** | |||||
| Capital Expenditures |
$ | 10.7 | $ | 10.8 | ||||||
| Gross Profit Margin |
19.6 | % | 17.9 | % | +1.4%*** | |||||
| EBITDA Margin** |
11.7 | % | 3.6 | % | +3.1%*** | |||||
| * | Includes PBL Gypsum volume. |
| ** | As defined by Caraustar’s Senior Credit Facility dated June 24, 2003. See Appendix for information regarding non-GAAP financial measures. |
| *** | As discussed in the conference presentation, these amounts represent the effect of restructuring, transition activities and other items on the reported amounts. |
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Profit Improvement Initiatives
Restructuring/Transition
| Estimated | Estimated | ||||||||||||
| $MM (Pre-tax) | One–Time Estimated Cost |
Ongoing Annual |
Status | ||||||||||
| Cash |
Non-Cash |
Total |
Cash Benefit |
at 6/30/03 | |||||||||
| Restructuring |
|||||||||||||
| · Halifax Closure – Q4 ‘02 |
(0.4 | ) | (3.0 | ) | (3.4 | ) | 1.0 | 0.5 | |||||
| · Ashland Carton – Q4 ‘02 |
(1.2 | ) | (1.3 | ) | (2.5 | ) | 3.8 | 0.4 | |||||
| – Q2 ‘03 |
(2.0 | ) | (1.6 | ) | (3.6 | ) | |||||||
| · Carolina Converting, Inc. – Q4 ‘02 |
(3.6 | ) | (2.4 | ) | (6.0 | ) | 3.6 | 0.2 | |||||
| · Buffalo Closure – Q1 ‘03 |
(0.8 | ) | (3.5 | ) | (4.3 | ) | 3.5 | 1.1 | |||||
| Totals |
(8.0 | ) | (11.8 | ) | (19.8 | ) | 11.9 | 2.2 | |||||
| Transitional |
|||||||||||||
| · Eight Tube & Core Facilities |
(4.1 | ) | 0.1 | (4.2 | ) | 5.0 | 2.5 | ||||||
| · Rittman #2 Paper Machine (Idle) |
(1.1 | ) | (1.3 | ) | (2.4 | ) | 5.0 | 0.7 | |||||
| Totals |
(5.2 | ) | (1.2 | ) | (6.6 | ) | 10.0 | 3.2 | |||||
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Base Business
Joint Ventures:
Standard Gypsum (Wallboard)
| 2002 |
2003 * | |||
| vs. 2001 |
vs. 2002 | |||
| · Volume |
+ 70 MM Sq. ft. | + 21 MM Sq. ft. | ||
| · Board Price/msf |
+ $25/msf | – $1.5/msf | ||
| · Operating Inc. |
+ $ 16.8 MM | – $5.6 MM | ||
Premier Boxboard Limited (Gypsum Facings)
| 2003 | ||
| vs. 2002 | ||
| · Volume |
+ 26,000 Tons | |
| · Sales Price |
+ $12/Ton | |
| · Operating Inc. |
+ $11.3 MM** | |
| * | Actual through 8/31/03 plus forecast for remainder of 2003 |
| ** | Offset by decrease in medium prices and soft demand for medium |
| 12 | [LOGO] |
Profit Improvement Initiatives
Selling, General and Administrative (SG&A) Expense
Reduction
| ¨ | Company’s “bolt on” acquisition strategy of the 1990’s, Sarbanes-Oxley legislation as well as facility rationalization provides a significant opportunity to reduce SG&A costs (pro forma SG&A cost for 2002 was approximately $170 million*) |
| ¨ | “Thirty $30 million companies versus one $billion company” |
| ¨ | Internal benchmarking versus a universe of 20 papermakers indicates that Caraustar SG&A expense in 2002 was 16% of sales compared to 11% average for the group |
| ¨ | Management has a commitment to achieve a $20 million annual SG&A reduction (run rate) by May 2004; (assisted by Big Four advisors) |
| ¨ | Potential EPS impact of $.45 on an annual basis |
| * | Assumes that the Company’s acquisition of the Smurfit Industrial Packaging Group business had occurred on December 31, 2001. See Appendix for information regarding non-GAAP financial measures. |
| 13 | [LOGO] |
Profit Improvement Initiatives
Procurement Leverage
| ¨ | The Three “F’s”: Fiber, Freight, Fuel constitute a total Caraustar expenditure of approximately $60 million each, total of $180 million |
| ¨ | Historically, Caraustar has not leveraged its buying power: |
| ¨ | Company’s own recovered fiber group supplies only about 50% of the mill system’s fiber requirements—the balance is purchased independently by the mills |
| ¨ | The eight largest freight vendors constitute only $24 million of the total freight cost of $60 million—the balance is purchased on a fragmented local basis |
| ¨ | Opportunities exist to better manage fuel costs through consolidated risk management strategies |
| ¨ | Significant opportunity to improve gross profit margins through leveraged buying |
| 14 | [LOGO] |
Working Capital and Liquidity
“Cash Is King”
| ¨ | Management has a commitment to extract a minimum of $30 million from working capital to be achieved through inventory reduction, more aggressive accounts receivable collection and disbursements management |
| ¨ | Company has made significant progress since beginning of Q2 2003 (inception date) and expects to meet its goal by May 2004 |
| Apr-03 |
May-03 |
Jun-03 |
Jul-03 |
Aug-03 | ||||||
| Working Capital |
159 | 154 | 144 | 136 | 132 | |||||
| Cash |
34 | 53 | 54 | 66 | 78 |
| 15 | [LOGO] |
Working Capital and Liquidity
Bank Revolver/Hedge Strategy
| ¨ | New 3 year $75 million revolving credit facility secured primarily by accounts receivable and inventory closed June 24, 2003 |
| ¨ | Pricing: LIBOR (currently 1.1%) plus 2.5% spread through 12/31/03 (Previous spread was 3.25%; pricing improves with Fixed Charge Coverage improvement) |
| ¨ | Unused Line Fee: 0.5% (previous was 1.25%) |
| ¨ | Minimal covenants |
| ¨ | In July, the company hedged $50 million of its fixed rate debt to floating rate at a current benefit of approximately 300 basis points; we expect to opportunistically move further toward a more balanced fixed/floating ratio |
| 16 | [LOGO] |
Strategy / Outlook
| ¨ | Caraustar is positioning itself to be successful regardless of external factors |
| ¨ | Near Term Agenda |
| ¨ | Execute SIPD integration – drive synergies |
| ¨ | Execute rationalizations of under-performing businesses |
| ¨ | Extract cash from working capital |
| ¨ | Reduce SG&A / back office costs – in conjunction with Sarbanes-Oxley control initiatives, streamline processes |
| ¨ | Real Estate Sales – Chicago, Camden, Chesapeake, Buffalo . . . |
| ¨ | Debt Reduction |
| 17 | [LOGO] |
Appendix
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Preliminary Note Regarding Non-GAAP Financial Measures
This presentation includes the following financial measures: “EBITDA” (as defined by the Company’s senior credit facility), “EBITDA Margin,” and “pro forma SG&A cost for 2002.” These items are not financial measures under generally accepted accounting principles in the United States. Because these items are not GAAP financial measures, other companies may present similarly titled items determined with differing adjustments. Accordingly, these measures as presented herein should not be used to evaluate the Company’s performance by comparison to any similarly titled measures presented by other companies. The Company believes these measures provide useful information in evaluating the Company’s performance and its ability to comply with its debt covenants. The following tables include reconciliations of these non-GAAP financial measures with the most comparable GAAP measurement. Investors are strongly urged to review these reconciliations.
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Caraustar Industries, Inc. Calculations of Consolidated EarningsBefore Interest, Taxes,
Depreciation and Amortization (EBITDA) for the Six Months Ended June 30, 2002 and 2003
(In Thousands, Except Share Data)
| Six months Ended June 30, 2002 |
Six months Ended June 30, 2003 |
|||||||
| Net loss per common share as reported |
$ | 0.00 | $ | (0.61 | ) | |||
| Net loss as reported |
$ | (82 | ) | $ | (16,963 | ) | ||
| Benefit from income taxes |
$ | (132 | ) | $ | (9,913 | ) | ||
| Interest expense |
$ | 18,679 | $ | 21,581 | ||||
| Depreciation and amortization |
$ | 30,896 | $ | 14,924 | ||||
| Unconsolidated affiliates: |
||||||||
| Less: Equity in income from unconsolidated affiliates |
$ | (1,035 | ) | $ | (1,464 | ) | ||
| Plus: Cash distributions from unconsolidated affiliates |
$ | 2,955 | $ | 2,150 | ||||
| Noncash restructuring: |
||||||||
| Camden and Chicago |
$ | 985 | $ | 0 | ||||
| Ashland |
$ | 0 | $ | 1,563 | ||||
| Buffalo |
$ | 0 | $ | 3,436 | ||||
| Write-off of deferred debt costs |
$ | 0 | $ | 1,812 | ||||
| Noncash disposal of property, plant and equipment |
$ | 326 | $ | 687 | ||||
| Adjusted EBITDA as reported to the banks |
$ | 52,592 | $ | 17,813 | ||||
| EBITDA Margin – Comparable GAAP Margin |
||||||||
| Net Loss |
$ | (82 | ) | $ | (16,963 | ) | ||
| Sales |
$ | 448,024 | $ | 499,745 | ||||
| Net Loss Margin |
0.0 | % | -3.4 | % | ||||
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Caraustar Industries, Inc. calculation of Pro Forma Selling, General and Administrative
Expenses for the year ending December 31, 2002*
(in thousands)
| 2002 Caraustar SG&A (actual) |
$ | 150,131 | |
| Smurfit Acquisition |
$ | 10,500 | |
| Increased Pension Expense |
$ | 5,000 | |
| Increased Insurance Premiums |
$ | 3,000 | |
| Other Increased Expenses |
$ | 1,369 | |
| Pro Forma 2002 SG&A |
$ | 170,000 | |
| * | Pro Forma 2002 SG&A” has been prepared to reflect the Company’s acquisition of the Smurfit Industrial Package of Group business as if such acquisition had occurred on December 31, 2001. These pro forma results are not necessarily indicative of the results that would have occurred had such acquisition actually occurred on such date. |
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www.caraustar.com