UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-Q
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 28, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _____________________
Commission file number: 333-53603-01
GPC CAPITAL CORP. II
(Exact name of registrant as specified in its charter)
Delaware 23-2952404
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2401 Pleasant Valley Road
York, Pennsylvania
(Address of principal executive offices)
17402
(zip code)
(717) 849-8500
(Registrant's telephone number, including area code)
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
As of the date hereof, 1,000 shares of the registrant's common stock, par
value $.01 per share, are outstanding.
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GPC CAPITAL CORP. II
INDEX
PART I. FINANCIAL INFORMATION
Page Number
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Item 1. Condensed Financial Statements:
CONDENSED BALANCE SHEET
At March 28, 1999 and December 31, 1998 . . . . . . . . . . . . 3
CONDENSED STATEMENTS OF OPERATIONS
For the Three Months Ended March 28, 1999 and March 29, 1998 . 4
CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY
For the Year Ended December 31, 1998 and
Three Months Ended March 28, 1999 . . . . . . . . . . . . . . . 5
CONDENSED STATEMENT OF CASH FLOWS
For the Three Months Ended March 28, 1999 and March 29, 1998 . 6
NOTES TO CONDENSED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . 7
Item 2. Management's Discussion and Analysis of Financial Condition And
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk . . . 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . 11
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
-2-
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
GPC CAPITAL CORP. II
CONDENSED BALANCE SHEET
(in thousands)
(Unaudited)
March 28, December 31,
1999 1998
----------------------
Total assets . . . . . . . . . . . . . . . . . . . -- --
Total liabilities . . . . . . . . . . . . . . . . . -- --
Commitments and contingencies . . . . . . . . . . . -- --
Total shareholder's equity . . . . . . . . . . . . -- --
See accompanying notes
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GPC CAPITAL CORP. II
CONDENSED STATEMENTS OF OPERATIONS
(in thousands)
(Unaudited)
Three Months Ended
----------------------------
March 28, March 29,
1999 1998
----------------------------
Net sales . . . . . . . . . . . . . . . . . . -- --
Operating income . . . . . . . . . . . . . . -- --
Interest expense, net . . . . . . . . . . . . -- --
Net income . . . . . . . . . . . . . . . . . -- --
See accompanying notes
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GPC CAPITAL CORP. II
CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY
(in thousands)
(Unaudited)
Balance at February 2, 1998 . . . . . . . . . . . . . . . . . . . . . --
Balance at December 31, 1998 . . . . . . . . . . . . . . . . . . . . --
Balance at March 28, 1999 . . . . . . . . . . . . . . . . . . . . . . --
See accompanying notes
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GPC CAPITAL CORP. II
CONDENSED STATEMENT OF CASH FLOWS
(in thousands)
(Unaudited)
Three Months Ended
------------------------
March 28, March 29,
1999 1998
------------------------
Operating activities . . . . . . . . . . . . . . . . -- --
Investing activities . . . . . . . . . . . . . . . . -- --
Financing activities . . . . . . . . . . . . . . . . -- --
See accompanying notes
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GPC CAPITAL CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
March 28, 1999
1. Basis of Presentation
The accompanying unaudited condensed financial statements of GPC Capital
Corp. II have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X and therefore do not include all
of the information and footnotes required by generally accepted accounting
principles for complete annual financial statements. In the opinion of
management, all adjustments (consisting only of usual recurring adjustments
considered necessary for a fair presentation) are reflected in the condensed
financial statements.
GPC Capital Corp. II, a wholly owned subsidiary of Graham Packaging
Holdings Company, a Pennsylvania limited partnership formerly known as Graham
Packaging Company ("Holdings"), was incorporated in Delaware in January 1998.
The sole purpose of GPC Capital Corp. II is to act as co-obligor with
Holdings of the Senior Discount Notes and as a co-guarantor with Holdings
under the New Credit Agreement and Amendment (as defined herein). GPC
Capital Corp. II has only nominal assets and does not conduct any independent
operations. GPC Capital Corp. II has authorized and issued 1,000 shares of
common stock with a par value of $.01 per share.
For additional information, see the related Quarterly Report on Form
10-Q of Holdings for the quarter ended March 28, 1999.
2. Debt Arrangements
On February 2, 1998, Holdings and GPC Capital Corp. II, as co-obligor,
issued $100.6 million gross proceeds of Senior Discount Notes Due 2009 ($169
million aggregate principal amount at maturity). The Senior Discount Notes
mature on January 15, 2009, with interest payable at 10.75%. Cash interest
on the Senior Discount Notes does not accrue until January 15, 2003.
On February 2, 1998, Graham Packaging Company, a Delaware limited
partnership formerly known as Graham Packaging Holdings I, L.P. (the
"Operating Company"), refinanced the majority of Holdings' existing credit
facilities and entered into a new Credit Agreement (the "New Credit
Agreement") with a consortium of banks. The New Credit Agreement was amended
on August 13, 1998 (the "Amendment") to provide for an additional Term Loan
Borrowing of up to an additional $175 million which can be drawn in two
installments (of which $175 million was drawn and outstanding as of March 28,
1999). A commitment fee of .75% is due on the unused portion. The New
Credit Agreement and the Amendment consist of four term loans to the
Operating Company totaling up to $570 million and two revolving loan
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facilities to the Operating Company totaling $255 million. The obligations
of the Operating Company under the New Credit Agreement and Amendment are
guaranteed by Holdings and certain other subsidiaries of Holdings. The term
loans are payable in quarterly installments through January 31, 2007,
required a payment of $3.2 million in 1998, and require payments of $5.0
million in 1999, $15.0 million in 2000, $20.0 million in 2001, $25.0 million
in 2002 and $27.5 million in 2003. The revolving loan facilities expire on
January 31, 2004. Interest is payable at (a) the "Alternate Base Rate" (the
higher of the Prime Rate or the Federal Funds Rate plus 0.50%) plus a margin
ranging from 0% to 2.00%; or (b) the "Eurocurrency Rate" (the applicable
interest rate offered to banks in the London interbank eurocurrency market)
plus a margin ranging from 0.625% to 3.00%. A commitment fee ranging from
0.20% to 0.50% is due on the unused portion of the revolving loan commitment.
As part of the Amendment to the New Credit Agreement, if certain events of
default were to occur (including, without limitation, if the Company's Net
Leverage Ratio were above 5.15:1.0 at March 31, 2000), Blackstone has agreed
to make an equity contribution to the Company through the administrative
agent of up to $50 million. In addition, the New Credit Agreement and
Amendment contain certain affirmative and negative covenants as to the
operations and financial condition of the Operating Company, as well as
certain restrictions on the payment of dividends and other distributions to
Holdings.
On September 8, 1998, Holdings and GPC Capital Corp. II consummated an
exchange offer for all of their outstanding Senior Discount Notes Due 2009
which had been issued on February 2, 1998 (the "Old Notes"), and issued in
exchange therefor their Senior Discount Notes Due 2009, Series B (the
"Exchange Notes", and, together with the Old Notes, the "Senior Discount
Notes"), which have the same terms as the Old Notes, except that the Exchange
Notes are registered under the Securities Act of 1933 and do not include the
restrictions on transfer applicable to the Old Notes.
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations
Cautionary Statement for Purposes of the "Safe Harbor" Provisions
of the Private Securities Litigation Reform Act of 1995
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain "forward-looking statements". This Form 10-Q includes
forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended ("the Exchange Act"). All statements other than historical facts
included in this Report on Form 10-Q, including without limitation,
statements regarding the Company's future financial position, business
strategy, anticipated capital expenditures, anticipated business
acquisitions, projected costs and plans and objectives of management for
future operations, are forward-looking statements. In addition,
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forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may", "will", "expect", "intend",
"estimate", "anticipate", "believe", or "continue" or the negative thereof or
variations thereon or similar terminology. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, the Company can give no assurance that such expectations will
prove to have been correct.
Unless the context otherwise requires, all references herein to the
"Company," with respect to periods prior to the Recapitalization, refer to
the business historically conducted by Holdings (which served as the
operating entity for the business prior to the Recapitalization) and one of
its predecessors (Graham Container Corporation), together with Holdings'
subsidiaries and certain affiliates, and, with respect to periods subsequent
to the Recapitalization, refer to Holdings and its subsidiaries.
Results of Operations
None
Liquidity and Capital Resources
On February 2, 1998, Holdings and GPC Capital Corp. II, as co-obligor,
issued $100.6 million gross proceeds of Senior Discount Notes Due 2009 ($169
million aggregate principal amount at maturity). The Senior Discount Notes
mature on January 15, 2009, with interest payable at 10.75%. Cash interest
on the Senior Discount Notes does not accrue until January 15, 2003.
On February 2, 1998, Graham Packaging Company, a Delaware limited
partnership formerly known as Graham Packaging Holdings I, L.P. (the
"Operating Company"), refinanced the majority of its existing credit
facilities and entered into a new Credit Agreement (the "New Credit
Agreement") with a consortium of banks. The New Credit Agreement was amended
on August 13, 1998 (the "Amendment") to provide for an additional Term Loan
Borrowing of up to an additional $175 million which can be drawn in two
installments (of which $175 million was drawn and outstanding as of March 28,
1999). A commitment fee of .75% is due on the unused portion. The New
Credit Agreement and the Amendment consist of four term loans to the
Operating Company totaling up to $570 million and two revolving loan
facilities to the Operating Company totaling $255 million. The obligations
of the Operating Company under the New Credit Agreement and Amendment are
guaranteed by Holdings and certain other subsidiaries of Holdings. The term
loans are payable in quarterly installments through January 31, 2007,
required a payment of $3.2 million in 1998, and require payments of $5.0
million in 1999, $15.0 million in 2000, $20.0 million in 2001, $25.0 million
in 2002 and $27.5 million in 2003. The revolving loan facilities expire on
January 31, 2004. Interest is payable at (a) the "Alternate Base Rate" (the
higher of the Prime Rate or the Federal Funds Rate plus 0.50%) plus a margin
ranging from 0% to 2.00%; or (b) the "Eurocurrency Rate" (the applicable
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interest rate offered to banks in the London interbank eurocurrency market)
plus a margin ranging from 0.625% to 3.00%. A commitment fee ranging from
0.20% to 0.50% is due on the unused portion of the revolving loan commitment.
As part of the Amendment to the New Credit Agreement, if certain events of
default were to occur (including, without limitation, if the Company's Net
Leverage Ratio were above 5.15:1.0 at March 31, 2000), Blackstone has agreed
to make an equity contribution to the Company through the administrative
agent of up to $50 million. In addition, the New Credit Agreement and
Amendment contain certain affirmative and negative covenants as to the
operations and financial condition of the Operating Company, as well as
certain restrictions on the payment of dividends and other distributions to
Holdings.
On September 8, 1998, Holdings and GPC Capital Corp. II consummated an
exchange offer for all of their outstanding Senior Discount Notes Due 2009
which had been issued on February 2, 1998 (the "Old Notes"), and issued in
exchange therefor their Senior Discount Notes Due 2009, Series B (the
"Exchange Notes"), which have the same terms as the Old Notes, except that
the Exchange Notes are registered under the Securities Act of 1933 and do not
include the restrictions on transfer applicable to the Old Notes.
Under the New Credit Agreement and Amendment, the Operating Company
is subject to restrictions on the payment of dividends or other distributions
to Holdings; provided that, subject to certain limitations, the Operating
Company may pay dividends or other distributions to Holdings (i) in respect
of overhead, tax liabilities, legal, accounting and other professional fees
and expenses, (ii) to fund purchases and redemptions of equity interests of
Holdings or Investor LP held by then present or former officers or employees
of Holdings, the Operating Company or their Subsidiaries (as defined) or by
any employee stock ownership plan upon such person's death, disability,
retirement or termination of employment or other circumstances with certain
annual dollar limitations and (iii) to finance, starting on July 15, 2003,
the payment of cash interest payments on the Senior Discount Notes.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were required to be filed during the quarter
ended March 28, 1999.
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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 thereunto duly authorized.
Dated: May 11, 1999
GPC CAPITAL CORP. II
(Registrant)
By: /s/ John E. Hamilton
----------------------------------
John E. Hamilton
Vice President
(chief accounting officer and
duly authorized officer)
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