Caraustar 2000 Annual Report

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In April 1999, the Company acquired the operating assets of International Paper Company’s Sprague boxboard mill for approximately $103,200,000 in cash plus $4,700,000 of assumed debt. Sprague, located in Versailles, Connecticut, produces clay-coated recycled boxboard used primarily in the manufacture of folding cartons. Goodwill of approximately $7,100,000 was recorded in connection with the acquisition and is being amortized over 40 years.

Also in April 1999, the Company acquired the assets and assumed certain liabilities of Halifax Paper Board Company, Inc. (“Halifax”) in exchange for 34,256 shares of the Company’s common stock valued at $802,000 and repayment of $5,560,000 of Halifax’s debt. Halifax operates a paperboard mill in Roanoke Rapids, North Carolina, that produces specialty paperboard and a specialty paperboard converting plant whose operations were relocated to Greenville, South Carolina. No goodwill was recorded in connection with this acquisition.

In June 1999, the Company acquired the assets and assumed certain liabilities of Tenneco Packaging Inc.’s folding carton division for approximately $72,700,000 in cash. The division consists of five folding carton plants located in Mentor, Ohio; Grand Rapids, Michigan; St. Louis, Missouri; Denver, Colorado; and Salt Lake City, Utah, and five sales and technical support centers. Goodwill of approximately $900,000 was recorded in conjunction with the acquisition and is being amortized over 40 years.

In September 1999, the Company acquired all of the outstanding stock of Carolina Converting Inc. (“CCI”) in exchange for 480,309 shares of the Company’s common stock valued at approximately $11,200,000 and repayment of $2,000,000 of CCI’s debt. CCI operates a specialty converting and packaging facility located in Fayetteville, North Carolina. Goodwill of approximately $10,000,000 was recorded in conjunction with the acquisition and is being amortized over 40 years.

The following unaudited pro forma financial information assumes that the above acquisitions occurred on January 1, 1999. These results have been prepared for comparative purposes only and do not purport to be indicative of what would have resulted had the acquisitions occurred on January 1, 1999 or the results that may occur in the future (in thousands, except per share data):

4. Equity Interest in Unconsolidated Affiliates

On April 1, 1996, the Company transferred substantially all of the operating assets and liabilities of its wholly owned subsidiary, Standard Gypsum Corporation, a producer of gypsum wallboard, to a newly formed limited liability company, Standard Gypsum, L.P. (“Standard”). Simultaneous with the formation of Standard, the Company sold a 50 percent interest in Standard to Temple-Inland Forest Products Corporation (“Temple”), an unrelated third party, for $10,800,000 in cash. Standard is operated as a joint venture managed by Temple. The Company accounts for its interest in Standard under the equity method of accounting. The Company’s equity interest in the earnings of Standard for the years ended December 31, 2000, 1999 and 1998 was $9,218,000, $4,343,000 and $1,703,000, respectively. During April 1998, Standard entered into a loan agreement with a financial institution for credit facilities in an amount not to exceed $61,000,000. Proceeds of the new credit facility were used to fund the construction of a green field gypsum wallboard plant in Cumberland City, Tennessee, which began operation in the fourth quarter of 1999. During 1999, Standard received financing from two industrial revenue bond issuances by Stewart County, Tennessee, totaling $56,200,000. The proceeds of the bond issuances were used to pay off the borrowings under the credit facility and fund the remaining construction of the plant. The Company received distributions based on its equity interest in Standard of $13,500,000, $1,000,000 and $1,500,000 in 2000, 1999 and 1998, respectively. In addition, the Company guarantees one-half of Standard’s credit facility. At December 31, 2000, the Company’s portion of this guaranteed debt totaled approximately $28,100,000. The Company’s guarantee of the Standard credit facility contains financial maintenance covenants, and the Standard credit facility contains a cross-default to these covenants. At December 31, 2000, the Company was not in compliance with certain financial maintenance covenants (Note 5), and the Standard credit facility was in default based on this cross-default. Waivers for the Company’s non-compliance with the financial maintenance covenants and the related cross-default were received from Standard’s lenders, and the financial maintenance covenants were amended on a going-forward basis.

Summarized financial information for Standard at December 31, 2000 and 1999 and for the years ended December 31, 2000, 1999 and 1998, respectively, is as follows (in thousands):

  2000  1999 
Net sales $998,310 $1,013,732 
Net income 8,878  40,158 
Diluted income per common share $0.33 $1.44 
    2000  1999 
Current assets   $16,886 $25,960 
Noncurrent assets   72,523  76,920 
Current liabilities   6,149 7,270 
Noncurrent liabilities   56,208  56,274 
 
  2000  1999  1998 
Net sales $84,437 $55,875  $38,711 
Gross profit 24,729  25,307  12,315 
Operating income 18,176  19,337  8,819 
Net income 14,716  18,128  8,638 

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