Graphic Packaging Holding Company, a leading provider of packaging solutions to food, beverage, foodservice, and other consumer products companies, reported Net Income for second quarter 2019 of $63.8 million, or $0.22 per share, based upon 295.7 million weighted average diluted shares.  This compares to second quarter 2018 Net Income of $49.4 million, or $0.16 per share, based on 311.3 million weighted average diluted shares.

Second quarter 2019 Net Income was impacted by a net $5.8 million of special charges that are detailed in the Reconciliation of Non-GAAP Financial Measures table attached.  When adjusting for these charges, Adjusted Net Income for the second quarter of 2019 was $69.6 million, or $0.24 per diluted share. This compares to second quarter 2018 Adjusted Net Income of $54.5 million or $0.18 per diluted share.

"We reported strong results in the second quarter as our Adjusted EBITDA margin increased 160 basis points year-over-year to 17.2%. Second quarter Adjusted EBITDA of $267 million was ahead of our expectations driven by strong execution on pricing, performance, growth initiatives, and synergies" said President and CEO Michael Doss. "Pricing improved by $40 million during the quarter reflecting the benefits of our pricing initiatives. Importantly, our pricing to commodity input cost relationship was a positive $26 million in the quarter and $41 million in the first half of 2019. We are pleased to be increasing our 2019 Adjusted EBITDA guidance to reflect continued strong execution and a more favorable pricing to commodity input cost relationship. In addition, our commercial teams have been successful in customer negotiations to reduce our pricing lags to 6-months compared to 8-months previously. This reduction is an important milestone as it provides the opportunity to adjust pricing two times per year, on average, to better reflect market conditions. Overall, we operated well in the quarter generating $22 million in performance improvements driven by a continued emphasis on cost efficiencies, benefits from capital projects, and realization of synergies."

Acquisition of Artistic Carton Company

Graphic Packaging Holding Company also announced today that it has reached an agreement to acquire substantially all the assets of Artistic Carton Company through a subsidiary, subject to standard closing conditions. The business includes one coated recycled paperboard (CRB) mill located in White Pigeon, Michigan with annual production capacity of approximately 70,000 tons and two converting facilities located in Auburn, IN and Elgin, IL. The business generated $63 million in revenue during the twelve months ended June 30, 2019. The business is expected to generate approximately $10 million in annualized EBITDA including anticipated synergies over the next 12-18 months. The transaction is expected to close in the third quarter of 2019.

"We are pleased to announce the acquisition of Artistic Carton as it will provide compelling optimization and growth opportunities for our paperboard mill and converting platforms in North America" said President and CEO Michael Doss. "The acquisition will drive converting end-market diversification, enhance our converting platform, and we expect will allow us to deliver significant synergies driven by paperboard integration, mill and converting manufacturing optimization, and supply chain efficiencies."

Second Quarter 2019 Operating Results

Net Sales

Net Sales increased 3% to $1,552.8 million in the second quarter of 2019, compared to $1,510.9 million in the prior year period.  The $41.9 million increase was driven by $39.8 million of higher pricing and $16.3 million of improved volume/mix related to acquisitions. These benefits were partially offset by $14.2 million of unfavorable foreign exchange.

Attached is supplemental data highlighting Net Tons Sold for the first and second quarters of 2019 and 2018.

EBITDA

EBITDA for the second quarter of 2019 was $257.2 million, or $30.0 million higher than the second quarter of 2018.  After adjusting both periods for business combinations and other special charges, Adjusted EBITDA increased $31.3 million to $267.1 million in the second quarter of 2019 from $235.8 million in the second quarter of 2018.  When comparing against the prior year quarter, Adjusted EBITDA in the second quarter of 2019 was positively impacted by $39.8 million of higher pricing and $22.1 million of improved net operating performance. These benefits were partially offset by $14.2 million of commodity input cost inflation (primarily wood), $12.3 million of other inflation (primarily labor and benefits), $3.0 million of unfavorable foreign exchange, and $1.1 million of unfavorable volume/mix.

Other Results

Total Debt (Long-Term, Short-Term and Current Portion) decreased $118.1 million during the second quarter of 2019 to $3,070.6 million compared to the first quarter of 2019. Total Net Debt (Total Debt, net of Cash and Cash Equivalents) decreased $120.5 million during the second quarter of 2019 to $3,005.9 million compared to the first quarter of 2019.  The Company's second quarter 2019 pro forma Net Leverage Ratio was 2.91 times Adjusted EBITDA compared to 3.13 times at the end of the first quarter of 2019.

At June 30, 2019, the Company had available liquidity of $1,455.8 million, including the undrawn availability under its global revolving credit facilities.

Net Interest Expense was $35.5 million in the second quarter of 2019, up compared to the $30.3 million reported in the second quarter of 2018, primarily reflecting higher average borrowing rates.

Capital expenditures for the second quarter of 2019 were $78.3 million compared to $81.3 million in the second quarter of 2018.

Second quarter 2019 Income Tax Expense was $23.0 million, compared to a $18.5 million expense in the second quarter of 2018.