-----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, K4Y3FCRvi9wm+acLQBiM87kckpLCAx3jKsytrX4ZlpB3aPA+Wv/MKa/4If5P1v2u NvpMzjhQyuHtf+NWa47ABA== 0000891092-04-002096.txt : 20040429 0000891092-04-002096.hdr.sgml : 20040429 20040429170319 ACCESSION NUMBER: 0000891092-04-002096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040429 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040429 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: 04765924 BUSINESS ADDRESS: STREET 1: 400 PERIMETER CTR TERRACE STREET 2: STE 595 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 7703954500 MAIL ADDRESS: STREET 1: 460 PERIMETER CENTER TERRACE STREET 2: STE 395 CITY: ATLANTA STATE: GA ZIP: 30346 8-K 1 e17705_8k.txt FORM 8-K 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): April 29, 2004 (April 29, 2004) GEORGIA GULF CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9753 58-1563799 (State or Other Jurisdiction of (Commission File (IRS Employer Incorporation) Number) Identification Number) 400 Perimeter Center Terrace, Suite 595, Atlanta, GA 30346 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including area code: (770) 395-4500 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release Dated April 29, 2004 Item 9. Regulation FD Disclosure (Information Being Furnished Under Item 12). In accordance with the Securities and Exchange Commission Release No. 33-8216, the following information, which is intended to be furnished under Item 12, "Results of Operations and Financial Condition," is instead being furnished under Item 9, "Regulation FD Disclosure." This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On April 29, 2004, Georgia Gulf Corporation issued a press release announcing certain financial and operating results for the first quarter 2004. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated into Item 9 of this Form 8-K by reference. SIGNATURE 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. Dated: April 29, 2004 Georgia Gulf Corporation By: /s/ JOEL I. BEERMAN ----------------------------------- Name: Joel I. Beerman Title: Vice President, General Counsel and Secretary EXHIBIT INDEX 99.1 Press Release dated April 29, 2004 EX-99.1 2 e17705ex99-1.txt PRESS RELEASE Exhibit 99.1 Georgia Gulf Reports First Quarter Net Income of $.57 Per Diluted Share ATLANTA, April 29 /PRNewswire-FirstCall/ -- Georgia Gulf Corporation (NYSE: GGC) reported net income of $18.7 million or $.57 per diluted share on record quarterly sales of $496.7 million for the first quarter of 2004. This net income compares favorably to the net loss of $1.7 million or $.05 per diluted share on sales of $364.0 million for the first quarter of 2003. This improvement was the result of an overall increase in sales prices and sales volumes, specifically in vinyl resins where the Company set a record for quarterly sales volume. These increases outpaced higher raw materials costs. The first quarter net income increased $20.7 million from the fourth quarter of 2003 net loss of $2.0 million or $.06 per diluted share, which included an after tax charge of $8.6 million or $.26 per diluted share related to the early retirement of debt, on sales of $372.5 million. The favorable net income was the result of overall increased sales prices and sales volumes, primarily in vinyl resins, which more than offset higher raw materials and natural gas costs. Chlorovinyls Chlorovinyls operating income of $38.3 million for the first quarter of 2004 increased by $23.9 million compared to operating income of $14.5 million for the first quarter of 2003. Higher sales prices for vinyl resins and vinyl chloride monomer, along with record quarterly sales volumes for vinyl resins and very strong vinyl compounds sales volumes, outpaced higher ethylene costs. Comparing sequential quarters, operating income increased from $25.1 million in the fourth quarter of 2003 to $38.3 million in the first quarter 2004 as a result of higher vinyl resins and vinyl chloride monomer sales volumes and prices, which more than offset higher ethylene and natural gas costs. Aromatics Aromatics operating income increased by $5.6 million to $3.8 million in the first quarter of 2004 from a loss of $1.8 million in the first quarter of 2003. The increase was due to significantly higher cumene sales volume and higher sales prices for all products, which more than offset significantly higher benzene and propylene costs and the costs associated with a scheduled 14-day phenol and acetone plant turnaround in the first quarter of 2004. First quarter 2004 aromatics operating income of $3.8 million increased from the fourth quarter of 2003 operating loss of $0.1 million. This was primarily due to higher cumene sales prices and volumes, which more than offset significantly higher raw materials costs and lower phenol and acetone sales volumes that resulted from the scheduled phenol and acetone plant turnaround in the first quarter of 2004. Commentary Commenting on the results, Edward A. Schmitt, chairman, president and CEO, said, "First quarter earnings were clearly a result of strong demand and our ability to increase prices for all of our vinyl resins and aromatics products. In fact, this quarter was our best quarter since the second quarter of 2000. As a result of the increased demand for our products, we operated at an overall operating rate of 96 percent. "As we enter the second quarter, which is traditionally one of our stronger quarters, we expect to see continued improved demand, which should allow us to exceed our first quarter results." Conference Call Georgia Gulf will host a conference call to discuss first quarter results in more detail at 9:00 AM EDT on Friday, April 30, 2004. To access the teleconference, please dial 888-552-7928 (domestic) or 706-679-3718 (international). To access the teleconference via Webcast, log on to http://www.firstcallevents.com/service/ajwz404406336gf12.html . Playbacks will be available from noon EDT Friday, April 30, to midnight EDT Friday, May 7. Playback numbers are 800-642-1687 (domestic) or 706-645-9291 (international). The conference call ID number is 6796601. Other Georgia Gulf, headquartered in Atlanta, is a major manufacturer and marketer of two integrated product lines, chlorovinyls and aromatics. Georgia Gulf's chlorovinyls products include chlorine, caustic soda, vinyl chloride monomer and vinyl resins and compounds. Georgia Gulf's primary aromatic products include cumene, phenol and acetone. 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 the company sells, industry production capacity, raw material 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, 2003. Contact: Angie Tickle Investor Relations Associate 770-395-4520 GEORGIA GULF CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) March 31, December 31, 2004 2003 ASSETS Cash and cash equivalents $8,835 $1,965 Receivables 146,737 86,914 Inventories 128,914 124,616 Prepaid expenses 6,520 7,043 Deferred income taxes 8,369 8,368 Total current assets 299,375 228,906 Property, plant and equipment, net 452,094 460,808 Goodwill 77,720 77,720 Other assets 89,801 89,351 Total assets $918,990 $856,785 LIABILITIES AND STOCKHOLDERS' EQUITY Current portion of long-term debt $800 $1,000 Accounts payable 169,535 135,680 Interest payable 5,564 1,812 Accrued income tax 11,123 - Accrued compensation 8,806 15,058 Accrued liabilities 9,439 9,614 Total current liabilities 205,267 163,164 Long-term debt, less current portion 426,672 426,872 Deferred income taxes 122,495 122,617 Other non-current liabilities 10,116 7,693 Stockholders' equity 154,440 136,439 Total liabilities and stockholders' equity $918,990 $856,785 Common shares outstanding 32,893 32,736 GEORGIA GULF CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands) (Unaudited) Three Months Ended March 31, 2004 2003 Net Sales $496,687 $364,010 Operating costs and expenses Costs of sales 445,787 342,826 Selling and administrative 14,771 13,907 Total operating costs and expenses 460,558 356,733 Operating income 36,129 7,277 Interest expense, net 6,268 9,892 Income (loss) before income taxes 29,861 (2,615) Provision (benefit) for (from) income taxes 11,123 (941) Net income (loss) $18,738 $(1,674) Earnings (loss) per share Basic $0.57 $(0.05) Diluted $0.57 $(0.05) Weighted average common shares Basic 32,609 32,210 Diluted 32,926 32,210 GEORGIA GULF CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 31, 2004 2003 Cash Flows from operating activities: Net income (loss) $18,738 $(1,674) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 15,772 16,193 Benefit for deferred income taxes (122) (857) Tax benefit related to stock plans - 179 Stock based compensation 1,296 300 Change in operating assets, liabilities and other (21,105) (37,279) Net cash provided by (used in) operating activities 14,579 (23,138) Cash flows used in investing activities: Capital expenditures (5,480) (5,122) Cash flows from financing activities: Net change in revolving line of credit - 26,850 Payments of long-term debt (400) (150) Proceeds from issuance of common stock 1,206 8 Purchase and retirement of common stock (406) (96) Common stock dividends paid (2,629) (2,594) Net cash (used in) provided by financing activities (2,229) 24,018 Net change in cash and cash equivalents 6,870 (4,242) Cash and cash equivalents at beginning of period 1,965 8,019 Cash and cash equivalents at end of period $8,835 $3,777 GEORGIA GULF CORPORATION AND SUBSIDIARIES SEGMENT INFORMATION (In thousands) (Unaudited) Three Months Ended March 31, 2004 2003 Segment net sales: Chlorovinyls $350,670 $304,422 Aromatics 146,017 59,588 Net sales $496,687 $364,010 Segment operating income (loss): Chlorovinyls $38,320 $14,457 Aromatics 3,806 (1,770) Corporate and general plant services (5,997) (5,410) Total operating income $36,129 $7,277 SOURCE Georgia Gulf Corporation -0- 04/29/2004 /CONTACT: Angie Tickle, Investor Relations Associate of Georgia Gulf Corporation, +1-770-395-4520/ (GGC) CO: Georgia Gulf Corporation ST: Georgia IN: CHM SU: CCA ERN MAV -----END PRIVACY-ENHANCED MESSAGE-----