Graphic Packaging Holding Co 8-K/A, filed Jan 7, 2022

Graphic Packaging Holding Co (GPK)

8-K/A 2022-01-07 For: 2021-11-01

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Added on April 05, 2026

About this 8-K/A

Graphic Packaging Holding Co filed this 8-K/A on January 7, 2022, reporting on events of November 1, 2021.

Items reported

Item 9.01: Financial statements and exhibits

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Delaware	001-33988	26-0405422
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	GPK	New York Stock Exchange


23.1		Consent of KPMG AB, independent registered public accounting firm of AR Packaging.

99.1		Audited Historical Consolidated Financial Statements and Related Notes of AR Packaging for the year ended December 31, 2020.

99.2		Historical Condensed Consolidated Financial Statements and Related Notes of AR Packaging for the Nine Months Ended September 30, 2021.

99.3		Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2021 and the Unaudited Pro Forma Condensed Consolidated Statements of Income for the year ended December 31, 2020 and the Nine Months ended September 30, 2021.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


Amounts in thousands EUR	Note		2020
Net sales		4		879 204
Cost of sales		5, 6		–717 504

Gross profit				161 700

Selling expenses		5, 7		–38 580
Administrative expenses		5, 8		–49 366
Research and development costs		5, 9		–1 096
Other operating income		10		10 243
Other operating expenses		11		–24 671

Operating profit/loss		12		58 230

Finance income				204
Finance cost				–48 634

Net finance costs		13		–48 430

Profit/loss before tax				9 800

Income tax expenses		14		–9 412

Profit/loss for the period				388

Attributable to:
Owners of the Company				658
Non-controlling interests				–270
Profit/loss for the period				388


Amounts in thousands EUR	Note		2020
Profit/loss for the period				388

Other comprehensive income:
Items that are or may be reclassified subsequently to profit or loss:
Foreign operations – foreign currency translation differences				–8 312
Cash flow hedges – effective portion of changes in fair value				334
Related tax				–72

Items that will not be reclassified to profit or loss:
Re-measurement gains (losses) on defined benefit plans		26		718
Related tax		14		–198

Other comprehensive income for the period, net of tax				–7 530

Total comprehensive income for the period				–7 142

Total comprehensive income for the period attributable to:
Owners of the Company				–6 705
Non-controlling interests				–437

Total result for the year				–7 142


By:		/s/ Lauren S. Tashma
		Lauren S. Tashma Executive Vice President, General Counsel and Secretary


Amounts in thousands EUR	Note		31 Dec 2020
ASSETS		1, 2, 3
Non-current assets
Intangible assets		15		332 043
Property, plant and equipment		16		293 711
Non-current financial assets		17		1 078
Financial investment		18		838
Deferred tax assets		14		21 738

Total non-current assets				649 408

Current assets
Inventories		19		114 318
Trade receivables		20		122 162
Other receivables		21		18 917
Prepaid expenses and accrued income		22		9 431
Cash and cash equivalents		23		89 545

Total current assets				354 373

TOTAL ASSETS		31		1 003 781


Note 1 – Basis of preparation, new and changed accounting policies, consolidation and significant accounting policies			10

Note 2 – Significant accounting judgements, estimates and assumptions			14

Note 3 – Changes in accounting policies and disclosures			14

Note 4 – Revenue			15

Note 5 – Expense by nature			15

Note 6 – Cost of sales			15

Note 7 – Selling expense			15

Note 8 – Administrative expenses			15

Note 9 – Research and development expenses			15

Note 10 – Other operating income			15

Note 11 – Other operating expense			16

Note 12 – Leases			16

Note 13 – Net finance cost			16

Note 14 – Income tax			17

Note 15 – Intangible assets			17

Note 16 – Property plant and equipment			18

Note 17 – Non current financial assets			19


Note 18 – Financial investment			19

Note 19 – Inventories			19

Note 20 – Trade receivables			19

Note 21 – Other receivables			20

Note 22 – Prepaid expenses and accrued income			20

Note 23 – Cash and cash equivalents			20

Note 24 – Equity			20

Note 25 – Interest bearing borrowings			20

Note 26 – Provision for defined benefit pensions			20

Note 27 – Other payables			21

Note 28 – Accrued expenses and deferred income			21

Note 29 – Provisions			22

Note 3o – Specification of cash flow			22

Note 31 – Financial risk management			22

Note 32 – Pledged assets and contingent liabilities			23

Note 33 – Transaction with related parties			23

Note 34 – Investment commitments			23

Note 35 – Acquisitions			23

Note 36 – Significant events after the balance sheet date			25


Net sales per nature of income	2020
Sales of goods
Sale of packaging		860 108
Sales of technical solutions		8 551
Sale of services		5 915
Other		4 630

Total		879 204


Net sales per geographical market	2020
Western Europe		559 280
Eastern Europe		241 396
Rest of the world		78 528

Total		879 204


	2020
Receivables included in trade receivables and other receivables		122 162
Contract assets		—
Contract liabilities		1 463


	2020
Manufacturing expenses		510 989
Direct selling cost		28 929
Personnel expenses		178 603
Marketing expenses		8 816
Depreciation and amortisation		62 560
Other expenses		16 649

Total		806 546


	2020
Change in WIP/finished goods		1 946
Raw materials and consumables		447 998
Direct selling cost		28 929
Variable manufacturing expenses		49 874
Personnel expenses		130 564
Depreciation and amortisation		47 022
Other cost of sales		11 171

Total		717 504


	2020
Personnel expenses		15 183
Marketing expense		7 859
Amortisation of customer relations		15 538

Total		38 580


CONSOLIDATED INCOME STATEMENT		3


4		CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME


CONSOLIDATED BALANCE SHEET		5


Amounts in thousands EUR	Note		31 Dec 2020
EQUITY AND LIABILITIES		1, 2, 3
Equity
Share capital				60
Share premium				21 034
Reserves				–8 165
Retained earnings including profit/loss for the period				6 578

Equity attributable to owners of the Company				19 507
Equity attributable to non-controlling interest				1 443

Total equity		24		20 950

Non-current liabilities
Non-current interest-bearing borrowings		12, 25		698 302
Deferred tax liabilities		14		54 258
Provision for defined benefit pension		25		44 448

Total non-current liabilities				797 008

Current liabilities
Current interest-bearing borrowings		12, 25		32 904
Trade payables				69 141
Other payables		27		18 671
Accrued expenses and deferred income		28		52 302
Income tax liability		14		3 048
Provisions		29		9 757

Total current liabilities				185 823

TOTAL EQUITY AND LIABILITIES		30, 31		1 003 781


	2020
Personnel expenses		31 983
External services		2 916
Travelling expenses		755
Marketing cost		957
IT expenses		5 589
Other administrative expenses		7 166

Total		49 366


	2020
Personnel expenses		871
Other research and development expenses		225

Total		1 096


	2020
Gain on sale of property, plant and equipment		2 515
Exchange rate gains on current assets and current liabilities		203
Rental income		758
Reversal of provision and accruals		1 163
Negative Goodwill		4 886
Other ¹⁾		718

Total		10 243


	2020
Loss on sale of property, plant and equipment		1 846
Exchange rate losses on current assets and current liabilities		1 398
Net losses on foreign currency forward contracts		1 664
Restructuring expenses		19 763
Customer claim		0
Other		0

Total		24 671


Lease liabilities	2020
Current		8 832
Non-current		42 628

Leasing liabilities in the balance sheet		51 460


Amounts recognized in the income statement – IFRS 16	2020
Depreciation on right-of-use assets		–8 076
Interest on lease liabilities		–1 656
Expenses relating to short-term leases		–201

Expenses relating to leases of low-value assets, excluding short term leases		–185

Profit/loss for the period		–10 118


Finance income	2020
Interest income ¹⁾		204

Total finance income		204


Finance costs	2020
Interest on loan and borrowings ¹⁾		–39 608
Exchange rate losses on non-current financial assets and liabilities in foreign currencies		–3 153
Other ²⁾		–5 873

Total finance cost		–48 634

Net finance cost		–48 430


	2020
Current tax
Current tax expense		–17 630
Adjustment of previous year		832

Total current tax		–16 798

Deferred tax
Recognition and reversal of temporary differences		10 884
Capitalised tax loss carry forward		856
Utilised tax loss carry forward		–4 385
Revaluation of tax loss carry forward		31

Total deferred tax		7 386

Total income tax		–9 412


	2020
Accounting profit before income tax		9 800
Tax calculated using Swedish tax rate 21.4%		–2 097
Difference between Swedish and foreign tax rates		595
Non-taxable income		2 870
Non-deductible expense		–7 671
Utilisation of previously not recognised tax losses		1 932
Tax losses not recognised		–739
Revaluation of tax losses		1 773
Other permanent effects		–6 979
Effects from changes in tax rates		72
Adjustment of previous years current income tax		832

Total income tax for the period		–9 412


2020	Assets		Liabilities
Tax losses carry forward		6 419		0
Provisions for defined benefit pensions		8 006		119
Property, plant and equipment		330		51 569
Untaxed reserves		0		107
Other		6 983		2 463

Total		21 738		54 258


	2020
Opening balance at 1 January		–21 798
Recognized in the income statement		7 386
Recognized in other comprehensive income		–270
Business combinations		–18 429
IFRS 16		21
Translation differences		571

Closing balance at 31 December		–32 519


	2020
Capitalized development expenses		6 783
Patents		676
Goodwill		153 298
Brands		60 900
Customer relations		110 386

Total intangible assets		332 043


Capitalized development expenses	2020
Opening acquisition value		16 449
Business combinations		16 297
Additions		2 100
Sale/disposals		–1 355
Reclassifications		–144
Translation differences		270

Closing accumulated acquisition value		33 617

Opening accumulated amortisations		–11 665
Business combinations		–14 452
Sale/disposals		1 321
Amortisations		–1 776
Translation differences		–227

Closing accumulated amortisations		–26 799

Opening accumulated write-downs		–16
Write-down		–19
Reclassifications		0

Closing accumulated write-downs		–35

Net book value at the end of the year		6 783


Patents	2020
Opening acquisition value		1 343
Business combinations		1 126
Additions		22
Sale/disposals		–452
Reclassifications		218
Translation differences		14

Closing accumulated acquisition value		2 271

Opening accumulated amortisations		–800
Business combinations		–897
Sale/disposals		238
Amortisations		–141
Write-down		0
Reclassifications		0
Translation differences		5

Closing accumulated amortisations		–1 595

Net book value at the end of the year		676


Goodwill	2020
Opening acquisition value		148 178
Additions through acquisitions		0
Business combinations		5 959
Additions through merger		0
Translation differences		–839

Closing accumulated acquisition value		153 298

Net book value at the end of the year		153 298


Brands	2020
Opening acquisition value		58 500
Business combinations		3 600

Closing accumulated acquisition value		62 100

Opening accumulated amortisations		0

Amortisations		–1 200

Closing accumulated amortisations		–1 200

Net book value at the end of the year		60 900


Customer relations	2020
Opening acquisition value		149 522
Business combinations		22 253
Additions		0
Sale/disposals		0
Reclassifications		0
Translation differences		–998

Closing accumulated acquisition value		170 777

Opening accumulated amortisations		–44 839
Business combinations		0
Sale/disposals		0
Amortisations		–15 538
Other changes		–127
Reclassifications		0
Translation differences		113

Closing accumulated amortisations		–60 391

Net book value at the end of the year		110 386


	2020
Cost of goods sold		1 917
Selling expenses		16 738

Total amortisation		18 655


2020	Branded Products			Systems			Flexibles			Food Packaging
Gross margin ¹⁾		28.1	%		27.3	%		23.1	%		24.0	%
Growth rate ²⁾		2.0	%		2.0	%		2.0	%		2.0	%
Discount rate ³⁾		8.9	%		7.1	%		7.1	%		8.3	%