Graphic Packaging Holding Company reported net income for fourth quarter 2012 of $22.9 million, or $0.06 per share, based upon 392.2 million weighted average diluted shares. This compares to fourth quarter 2011 net income of $265.6 million, or $0.67 per share, based on 396.3 million weighted average diluted shares. The fourth quarter of 2011 was positively impacted by the release of a $265.2 million tax valuation allowance.
Adjusted net income for the fourth quarter of 2012 was $33.2 million, or $0.08 per diluted share, when adjusted for $10.3 million in charges (net of tax) related to business combinations and other special charges (which are detailed in the financial attachments hereto). This compares to fourth quarter 2011 adjusted net income of $7.0 million or $0.02 per diluted share.
For the full year 2012, net income was $122.6 million, or $0.31 per diluted share, based on 396.2 million weighted average diluted shares. This compares to 2011 net income of $276.9 million or $0.73 per diluted share, based on 381.7 million weighted average diluted shares. Full year 2012 adjusted net income was $146.3 million or $0.37 per diluted share, compared to full year 2011 adjusted net income of $100.7 million, or $0.26 per diluted share.
"We delivered a solid fourth quarter in a challenging operating environment," said CEO David Scheible. "Although end-consumer demand was sluggish, our volume and mix trends remained positive as a result of ongoing share gains in corrugated substitution, pasta and frozen foods. At the same time, we continued to drive year over year margins higher through improved operating performance and a commitment to cost reduction initiatives. Despite approximately $5 million of year-over-year incremental costs from a planned bi-annual maintenance cold outage at our West Monroe, LA mill, we delivered $6 million of benefit from net operating performance, bringing full year cost reduction to over $67 million.
"I'm also excited about several transactions we executed this quarter. We completed a secondary offering concurrent with a share repurchase. The offering and share repurchase combined to increase the float of our stock by more than 15% and reduced the shares held by our four largest shareholders from 65% to 53%. We also acquired Contego's European food carton business and A&R Carton's Beer and Beverage packaging business. Similar to our strategy in the U.S., we are committed to growing our European business around food and beverage end markets and optimizing our supply chain footprint around our customers' needs. Both acquisitions will provide opportunities to further integrate our SUS paperboard. Once combined with Graphic's European operations, we expect the new business to generate $16 to $18 million of annualized synergies within two years and be accretive to earnings in the first full year after integration."
Net sales increased 0.2% to $1,053.3 million during fourth quarter 2012, compared to fourth quarter 2011 net sales of $1,051.7 million. The slight increase resulted from $13.2 million of favorable volume/mix, partially offset by $8.8 million of lower pricing and $2.8 million of unfavorable exchange rates. Full year 2012 net sales were $4,337.1 million, which is $130.8 million or 3.1% higher than 2011.
On a segment basis, Paperboard Packaging sales, which comprised 83.2% of total fourth quarter net sales, decreased 2.2% compared to the fourth quarter of 2011. The decrease primarily reflected lower contractual pricing related to prior commodity input deflation. Net sales in the Flexible Packaging segment increased 13.6% compared to the fourth quarter of 2011. The increase was primarily the result of the addition of Delta Natural Kraft, LLC and Mid-America Packaging, LLC beginning on Dec. 8, 2011.
EBITDA for fourth quarter 2012 was $133.8 million. Excluding $12.5 million of charges associated with business combinations and $3.9 million of other special charges, adjusted EBITDA was $150.2 million. This compares to fourth quarter 2011 EBITDA of $135.8 million and adjusted EBITDA of $146.5 million.
Full year 2012 EBITDA was $609.0 million. Excluding $22.7 million of charges associated with business combinations and $15.7 million of other special charges, full year 2012 adjusted EBITDA was $647.4 million. This compares to full year 2011 EBITDA of $480.5 million and adjusted EBITDA of $591.3 million.
At the end of 2012, the company's total debt was $2,333.3 million, or $32.5 million lower compared to the end of 2011. Taking cash and cash equivalents into account, total net debt at the end of 2012 was $2,281.8 million. This represents an increase of $187.8 million in net debt during 2012. The 2012 increase in net debt was primarily due to the $300 million incremental term loan entered to fund the company's fourth quarter share repurchase, as well as the debt incurred in connection with the acquisitions of Contego Packaging Holdings, Ltd. and A&R Carton Holding B.V.
Graphic Packaging Reports 4Q, Full Year 2012 Results