State of Delaware 31-4388903
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
425 Winter Road, Delaware, Ohio 43015
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(Address of principal executive offices) (Zip Code)
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Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days. Yes __X__. No _____.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrants knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_]
The aggregate market value of voting stock held by non-affiliates of the Registrant as of January 10, 2002 was $87,396,679.
The number of shares outstanding of each of the Registrant's classes of common stock, as of January 10, 2002 was as follows:
Class A Common Stock - 10,519,576 Class B Common Stock - 11,812,859
Listed hereunder are the documents, portions of which are incorporated by reference, and the parts of this Form 10-K into which such portions are incorporated:
1. The Registrant's Proxy Statement for use in connection with the Annual
Meeting of Shareholders to be held on February 25, 2002, portions of which are
incorporated by reference into Part III of this Form 10-K, which Proxy Statement
will be filed within 120 days of October 31, 2001.
Item 1. Business
(a) General Development of Business
Greif Bros. Corporation and its subsidiaries (the "Company") principally manufacture industrial shipping containers and containerboard and corrugated products that it sells to customers in many industries throughout the world. In March 2001, the Company acquired all of the issued share capital of Royal Packaging Industries Van Leer N.V., a Dutch limited liability company, Huhtamaki Holdings do Brasil Ltda., a Brazilian limited liability company, Van Leer France Holding S.A.S., a French limited liability company, Van Leer Containers, Inc., a U.S. corporation, and American Flange & Manufacturing Co., Inc., a U.S. corporation (collectively, "Van Leer Industrial Packaging") (see Note 2 to the Consolidated Financial Statements on pages 43-46 of this Form 10-K, which Note is part of the financial statements contained in Item 8 of this Form 10-K), which significantly increased the operations of the Company. In addition, the Company owns timber properties, which are principally harvested and regenerated in the southeastern United States.
The Company has 185 operating locations in over 40 countries and, as such, is subject to federal, state, local and foreign regulations in effect at the various localities.
(b) Financial Information about Segments
The Company operates in three business segments: Industrial Shipping Containers; Containerboard & Corrugated Products; and Timber. Information related to each of these segments is included in Note 14 to the Consolidated Financial Statements on pages 61-63 of this Form 10-K, which Note is part of the financial statements contained in Item 8 of this Form 10-K, and which is incorporated herein by reference.
(c) Narrative Description of Business
Management's Discussion and Analysis of Financial Condition and Results of Operations, which is included in Item 7 of this Form 10-K, is incorporated herein by reference.
Due to the variety of its products, the Company has many customers buying different types of its products and, due to the scope of the Company's sales, no one customer is considered principal in the total operation of the Company.
Because the Company supplies a cross section of industries, such as chemicals, food products, petroleum products, pharmaceuticals and metal products, and must make spot deliveries on a day-to-day basis as its products are required by its customers, the Company does not operate on a backlog to any significant extent and maintains only limited levels of finished goods. Many customers place their orders weekly for delivery during the week.
The Company's business is highly competitive in all respects (price, quality and service), and the Company experiences substantial competition in selling its products.
The Company does not believe that compliance with federal, state, local and foreign provisions which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has had or will have a material effect upon the capital expenditures, earnings, or competitive position of the Company. The Company does not anticipate any material capital expenditures for environmental control facilities for its 2002 fiscal year.
The Company's raw materials are principally pulpwood, waste paper for recycling, paper, steel and resins. In the current year, as in prior years, some of these materials have been in short supply, but to date these shortages have not had a significant effect on the Company's operations.
While research and development projects are important to the Company's continued growth, the amount expended in any year is not material in relation to the results of operations of the Company.
The Company's business is not materially dependent upon patents, trademarks, licenses or franchises.
The business of the Company is not seasonal to any significant extent and has not recently been significantly affected by inflation.
As of October 31, 2001, the Company had approximately 10,000 employees.
(d) Financial Information about Geographic Areas
The Company's operations are primarily located in North America, Europe and various other regions. Information related to each of these areas is included in Note 14 to the Consolidated Financial Statements, on pages 61-63 of this Form 10-K, which Note is part of the financial statements contained in Item 8 of this Form 10-K, and which Note is incorporated herein by reference. Quantitative and Qualitative Disclosures about Market Risk, included in Item 7A of this Form 10-K, is incorporated herein by reference.
The following are the Company's principal locations and the products manufactured at such facilities or the use of such facilities. The Company considers its operating properties to be in satisfactory condition and adequate to meet its present needs. However, the Company expects to make further additions, improvements and consolidations of its properties as the Company's business continues to expand.
Location Products Manufactured
-------- ---------------------
INDUSTRIAL SHIPPING CONTAINERS:
Argentina:
San Juan Plastic drums
San Fernando del Valle Steel drums
Tigre Steel drums, plastic drums and other
Australia:
Altona North Steel drums, plastic drums, intermediate bulk
containers and other
Brisbane Steel drums and other
Eagle Farm (1) Reconditioning
Marayong Plastic drums and other
Penrith (2) Closures
Perth Steel drums, plastic drums and other
Seven Hills Steel drums and other
Townsville Steel drums
Belgium:
Lier Steel drums, plastic drums and other
Brazil:
Aratu Steel drums
Araucaria Closures
Esteio Steel drums
Manaus (3) Plastic drums
Rio de Janeiro Steel drums
Sao Paulo Steel drums, plastic drums and other
Canada:
Alberta:
Lloydminster Fibre drums, steel drums and plastic drums
Ontario:
Belleville Plastic drums
Milton Fibre drums
Oakville Steel drums
Stoney Creek Fibre drums
Stoney Creek Steel drums
Stoney Creek Research center and fibre drums
Quebec:
La Salle Fibre drums
Chile:
Santiago Steel drums
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Item 2. Properties (continued)
Location Products Manufactured
-------- ---------------------
China:
Ningbo Steel drums
Columbia:
Bogota (4) Steel drums, plastic drums and other
Cartagena Steel drums and plastic drums
Costa Rica:
San Jose (5) Steel drums
Czech Republic:
Usi nad Labem Steel drums
Denmark:
Roskilde Fibre drums
Egypt:
Sadat City Steel drums
France:
Autheuil Authouilet (38) Fibre drums, plastic drums and warehouse
Gare de Correze Plastic drums and warehouse
Le Grand-Quevilly Cedex (6) Steel drums, intermediate bulk containers,
closures, warehouse and other
Germany:
Attendorn Steel drums
Haan (7) Closures warehouse
Hamburg-Freihafen (8) Steel drums
Koln-Lovenich Fibre drums, steel drums and other
Monzingen Plastic drums
Greece:
Mandra-Attikis Steel drums
Guatemala:
Amatitlan Steel drums
Hungary:
Almasfusito Steel drums
Italy:
Melzo Fibre drums, steel drums and plastic drums
Salzano Steel drums
Jamaica:
Kingston Steel drums
Kenya:
Mombasa (9) Steel drums, plastic drums and other
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Item 2. Properties (continued)
Location Products Manufactured
-------- ---------------------
Malaysia:
Petaling Jaya Steel drums, plastic drums and other
Mexico:
Cuernavaca Steel drums
Naucalpan de Juarez Fibre drums
Morocco:
Casablanca Steel drums and plastic drums
Mozambique:
Maputo Steel drums, plastic drums and other
Netherlands:
Amstelveen General office
Amsterdam Closures
Europoort (10) Steel drums and research center
Vreeland Fibre drums, steel drums and other
New Zealand:
Auckland Intermediate bulk containers
Dunedin Intermediate bulk containers
Nigeria:
Kaduna Steel drums
Koko Steel drums
Lagos (11) Steel drums, plastic drums and other
Philippines:
Rizal (12) Steel drums
Poland:
Rybnik (13) Steel drums and other
Portugal:
Povoa de Santa Iria Steel drums
Russia:
Beloyarsk (14) Steel drums
Vologda Steel drums and other
Singapore:
Tuas Steel drums
Gul (15) Closures
South Africa:
Eppingdust Steel drums
Ladysmith Plastic drums
Mobeni Steel drums and other
Port Elizabeth Warehouse
Vanderbijlpark Steel drums and other
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Item 2. Properties (continued)
Location Products Manufactured
-------- ---------------------
Spain:
Reus (Tarragona) Steel drums, warehouse and other
Sweden:
Perstorp Fibre drums and warehouse
Vasterhaninge (16) Steel drums
Turkey:
Kocaeli Steel drums and other
United Kingdom:
Burton-on-Trent Steel drums and other
Deeside (17) Closures and other
Ellesmere Port Steel drums
Ellesmere Port Fibre drums, plastic drums and other
Hull Steel drums
Kingston-Upon-Hull (38) Plastic drums
Uruguay:
Las Piedras (18) Steel drums and plastic drums
Venezuela:
Punto Fijo Steel drums
Valencia Steel drums, plastic drums and other
Zimbabwe:
Harare Steel drums, plastic drums and other
United States:
Alabama:
Creola Fibre drums
Cullman Steel drums
Arkansas:
Batesville (38) Fibre drums
California:
Fontana Steel drums
La Palma Fibre drums
Merced Steel drums
Morgan Hill Fibre drums
Colorado:
Denver (19) Warehouse
Connecticut:
Windsor Locks (20) Fibre drums
Georgia:
Lawrenceville Intermediate bulk containers
Lavonia Intermediate bulk containers
Lithonia Fibre drums and laminator
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Item 2. Properties (continued)
Location Products Manufactured
-------- ---------------------
Illinois:
Alsip Steel drums
Bradley (21) Plastic drums
Bradley (22) Other
Carol Stream Closures
Chicago Steel drums
Lockport Plastic drums
Lombard (23) Research center
Naperville (24) Fibre drums
Kansas:
Kansas City (25) Fibre drums
Winfield Steel drums
Kentucky:
Florence Steel drums
Mount Sterling Plastic drums
Mount Sterling Warehouse
Louisiana:
St. Gabriel Steel drums and plastic drums
Massachusetts:
Mansfield Fibre drums
Michigan:
Midland (26) Warehouse
Taylor Fibre drums
Minnesota:
Minneapolis Fibre drums
Mississippi:
Canton (38) Steel drums
Missouri:
Wright City (27) Fibre drums
New Jersey:
Englishtown (28) Fibre drums
Spotswood Fibre drums
Teterboro Fibre drums
New York:
Tonawanda Fibre drums
North Carolina:
Bladenboro Steel drums
Charlotte (29) Fibre drums
7
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Item 2. Properties (continued) ------- ---------- |
Ohio:
Caldwell Steel drums
Delaware (30) Research center
Greenville Other
Van Wert Fibre drums
Pennsylvania:
Aston Fibre drums
Stroudsburg Steel parts
Warminster (31) Steel drums
West Hazleton (32) Plastic drums
Tennessee:
Kingsport Fibre drums
Texas:
Haltom City Fibre drums
Houston (33) Fibre drums
Houston (34) Plastic drums
La Porte Steel drums
La Porte Other
West Virginia:
Culloden (35) Fibre drums
CONTAINERBOARD & CORRUGATED PRODUCTS:
United States:
California:
Stockton Corrugated honeycomb
Georgia:
Macon Corrugated honeycomb
Illinois:
Centralia Corrugated containers
Oreana Corrugated containers
Posen Corrugated honeycomb
Quincy (38) Warehouse
Indiana:
Ferdinand (36) Corrugated containers
Kentucky:
Louisville Corrugated containers
Winchester Corrugated containers
Winchester (38) Warehouse
Michigan:
Canton Warehouse
Roseville Corrugated containers
Minnesota:
Rosemount Multiwall bags
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Item 2. Properties (continued)
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Location Products Manufactured
-------- ---------------------
Nebraska:
Omaha Multiwall bags
Ohio:
Fostoria Corrugated containers
Massillon Containerboard
Tiffin Corrugated containers
Toledo Corrugated containers
Zanesville Corrugated containers and sheets
Zanesville Warehouse
Pennsylvania:
Reno (37) Corrugated containers
Hazelton Corrugated honeycomb
Washington Corrugated containers and sheets
Washington (38) Warehouse
Texas:
Waco Corrugated honeycomb
Waco (38) Warehouse
Virginia:
Riverville Containerboard
Washington:
Woodland Corrugated honeycomb and warehouse
West Virginia:
Huntington Corrugated containers and sheets
Huntington (38) Warehouse
TIMBER:
United States:
Alabama:
Evergreen Warehouse
Mississippi:
Vicksburg Warehouse
CORPORATE:
United States:
Ohio:
Delaware Principal office
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Item 2. Properties (continued)
Note: All properties are held in fee except as noted below:
Exceptions:
(1) Lease expires January 18, 2003
(2) Lease expires May 11, 2003
(3) Lease expires July 31, 2004
(4) Lease expires December 31, 2004
(5) Lease expires January 9, 2007
(6) Lease expires November 1, 2002
(7) Lease expires February 28, 2006
(8) Lease expires December 31, 2009
(9) Lease expires December 31, 2047
(10) Lease expires September 30, 2015
(11) Lease expires February 21, 2031
(12) Lease expires August 2003
(13) Lease expires July 1, 2002
(14) Lease expires September 1, 2003
(15) Lease expires July 31, 2002
(16) Lease expires December 31, 2005
(17) Lease expires March 31, 2014
(18) Lease expires December 30, 2002
(19) Lease expires December 15, 2004
(20) Lease expires December 31, 2005
(21) Lease expires March 31, 2006
(22) Lease expires June 30, 2002
(23) Lease expires July 31, 2007
(24) Lease expires June 30, 2003
(25) Lease expires March 31, 2004
(26) Lease expires October 16, 2002
(27) Lease expires August 31, 2005
(28) Lease expires February 28, 2003
(29) Lease expires September 30, 2003
(30) Lease expires June 30, 2002
(31) Lease expires April 30, 2006
(32) Lease expires January 1, 2016
(33) Lease expires December 31, 2006
(34) Lease expires September 30, 2006
(35) Lease expires January 31, 2006
(36) Lease expires July 31, 2002
(37) Lease expires December 31, 2004
(38) Lease operates month to month
The Company also owns in fee a substantial number of scattered timber tracts comprising approximately 315,000 acres in the states of Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi and Virginia and the provinces of Ontario and Quebec in Canada.
The Company has no pending material legal proceedings.
From time to time, various legal proceedings arise at federal, state, local or foreign levels involving environmental sites to which the Company has shipped, directly or indirectly, small amounts of toxic waste, such as paint solvents, etc. The Company, to date, has been classified as a "de minimis" participant and, as such, has not been subject, in any instance, to sanctions of $100,000 or more.
In addition, from time to time, but less frequently, the Company has been cited for violations of environmental regulations. None of these violations involve or are expected to involve sanctions of $100,000 or more.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.
Executive Officers of the Company
The following information relates to executive officers of the Company (elected annually):
Year first became
Name Age Positions and offices executive officer
---- --- --------------------- ----------------
Michael J. Gasser 50 Chairman of the Board of 1988
Directors and Chief Executive
Officer, Chairman of the
Executive and Stock Repurchase
Committees and member of the
Nominating Committee
William B. Sparks, Jr. 60 Director, President and Chief 1995
Operating Officer, member of the
Executive Committee
Charles R. Chandler 66 Director, Vice Chairman, 1996
President of Soterra LLC
(subsidiary company), member of
the Executive Committee
Maureen A. Conley 43 Senior Vice President, New 2000
Business Development
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Executive Officers of the Company (continued)
Year first became
Name Age Positions and offices executive officer
---- ---- --------------------- -----------------
John S. Lilak 54 Executive Vice President, 1999
Containerboard & Corrugated
Products
Joseph W. Reed 64 Chief Financial Officer and 1997
Secretary
Michael L. Roane 46 Senior Vice President, Human 1998
Resources & Communications
Gary R. Martz 43 Senior Vice President and General 2002
Counsel
Michael J. Barilla 51 Vice President, Business 2002
Information Services
John K. Dieker 38 Vice President and Corporate 1996
Controller
Sharon R. Maxwell 52 Assistant Secretary 1997
Robert A. Young 47 Vice President and Director of 2002
Taxation
Robert S. Zimmerman 30 Assistant Treasurer 2001
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The following information relates to certain significant employees of the
Company:
Year first became
Name Age Positions and offices significant employee
---- --- --------------------- --------------------
Francisco de Miguel 57 Special Counsel to 2001
the Chairman
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Executive Officers and Certain Significant Employees of the Company
Except as indicated below, each person has served in his or her present capacity for at least five years.
Ms. Maureen A. Conley was elected Senior Vice President, New Business Development, in 2000. Prior to that time, she served as a senior management consultant for IBM Global Services for almost three years. During 1998, she was Director of Corporate Development for BioCrystal Limited. Prior to that time, and for more than five years, she served as Director of Administrative Services for the City of Columbus, Ohio.
Mr. John S. Lilak was elected Executive Vice President, Containerboard & Corrugated Products, during 1999. During 1997 to 1999, Mr. Lilak served as General Sales and Marketing Manager, Kraft Paper and Board Division, for Union Camp Corporation. Prior to that time, and for more than five years, he served as Group General Manager, Container Division, of Union Camp.
Mr. Joseph W. Reed served as Chief Financial Officer and Secretary from 1997 to 2000, and Senior Vice President in 2001, and he was re-elected Chief Financial Officer and Secretary in 2001. Prior to that time, and for more than five years, he served as Senior Vice President, Finance and Administration - Chief Financial Officer of Pharmacia, Inc.
Mr. Michael L. Roane was elected Senior Vice President, Human Resources, in 1998. Prior to that time, and for more than five years, Mr. Roane served as Vice President, Human Resources, for Owens and Minor, Inc.
Mr. Gary R. Martz was elected Senior Vice President and General Counsel in 2002. Prior to that time, and for more than five years, he served as a partner in the law firm of Baker & Hostetler LLP.
Mr. Michael J. Barilla was appointed Vice President, Business Information Services, during 1999. In 2002, Mr. Barilla was elected as an executive officer of the Company. During 1997 to 1999, Mr. Barilla served as a Senior Consultant for IBM Corporation. Prior to 1997, and for more than five years, he served as Chief Financial Officer of Medex, Inc.
Ms. Sharon R. Maxwell was elected Assistant Secretary during 1997. Prior to that time, and for more than five years, she served as administrative assistant to the Chairman.
Mr. Robert A. Young was elected Vice President and Director of Taxation during 2002. During 1999 to 2001, Mr. Young served as the Director of Taxes. Prior to that time, and for more than five years, he was the Tax Manager of Consolidated Papers, Inc.
Mr. Robert S. Zimmerman was elected Assistant Treasurer during 2001. From 1999 until joining the Company, he served as Treasury Manager at Mettler-Toledo International, Inc. From 1997 to 1998, he was a Risk Advisor at Bank One. Prior to 1997, and for more than five years, Mr. Zimmerman served as a Portfolio Analyst at Chase Manhattan Mortgage Corporation.
Mr. Francisco de Miguel was appointed as Special Counsel to the Chairman in 2001. Prior to that time, and for more than five years, he served as President of Van Leer Industrial Packaging.
Item 5. Market for the Registrant's Common Stock and Related Security
The Class A and Class B Common Stock are traded on the NASDAQ Stock Market under the symbols GBCOA and GBCOB, respectively.
Financial information regarding the Company's two classes of common stock, as well as the number of holders of each class and the high, low and closing sales prices for each class for each quarterly period for the two most recent fiscal years, is included in Note 15 to the Consolidated Financial Statements on pages 64-65 of this Form 10-K, which Note is part of the financial statements contained in Item 8 of this Form 10-K, and which Note is incorporated herein by reference.
The Company paid four dividends of varying amounts during its fiscal year computed on the basis described in Note 8 to the Consolidated Financial Statements on page 52 of this Form 10-K, which Note is part of the financial statements contained in Item 8 of this Form 10-K, and which Note is incorporated herein by reference. The annual dividends paid for the last three fiscal years are as follows:
2001 fiscal year dividends per share - Class A $0.54; Class B $0.80 2000 fiscal year dividends per share - Class A $0.52; Class B $0.77 1999 fiscal year dividends per share - Class A $0.50; Class B $0.74
Section 8.13 of the Senior Secured Credit Agreement, a copy of which is filed as Exhibit 10(j) to this Form 10-K, limits the ability of the Company to make "restricted payments", which include dividends and purchases, redemptions and acquisitions of equity interests of the Company.
The payments of dividends and other restricted payments are subject to the condition that no default exists under the Senior Secured Credit Agreement and are limited in amount by a formula based on the consolidated net income of the Company. The dividends and other restricted payments may not exceed $18 million during any fiscal year.
The five-year selected financial data is as follows (U.S. dollars in thousands, except per share amounts):
Years Ended October 31,
----------------------------------------------------------------
2001 2000 1999 1998 1997
---------- -------- -------- -------- --------
Net sales $1,456,000 $963,956 $853,438 $845,753 $687,991
========== ======== ======== ======== ========
Net income $ 88,744 $ 75,794 $ 51,373 $ 37,441 $ 22,526
========== ======== ======== ======== ========
Total assets $1,776,396 $939,331 $910,986 $878,420 $594,217
========== ======== ======== ======== ========
Long-term debt, including
current portion of
long-term debt $ 697,514 $235,000 $258,000 $235,000 $ 52,152
========== ======== ======== ======== ========
Dividends per share:
Class A Common Stock $ 0.54 $ 0.52 $ 0.50 $ 0.48 $ 0.60
========== ======== ======== ======== ========
Class B Common Stock $ 0.80 $ 0.77 $ 0.74 $ 0.71 $ 0.89
========== ======== ======== ======== ========
Basic earnings per share:
Class A Common Stock $ 3.14 $ 2.68 $ 1.78 $ 1.30 $ 0.78
========== ======== ======== ======== ========
Class B Common Stock $ 4.70 $ 4.01 $ 2.67 $ 1.94 $ 1.17
========== ======== ======== ======== ========
Diluted earnings per share:
Class A Common Stock $ 3.14 $ 2.67 $ 1.78 $ 1.29 $ 0.78
========== ======== ======== ======== ========
Class B Common Stock $ 4.70 $ 4.01 $ 2.67 $ 1.94 $ 1.17
========== ======== ======== ======== ========
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The 2001 amounts include the results of operations (from the date of acquisition) and assets of the Van Leer Industrial Packaging business acquired from Hutamaki Van Leer Oyj on March 2, 2001. The increase in long-term debt in 2001 is a result of this acquisition.
The 2001, 2000, 1999 and 1998 amounts include the results of operations (from the date of acquisition) and assets of the industrial containers business acquired from Sonoco Products Company on March 30, 1998. The increase in long- term obligations in 1998 is a result of this acquisition.
The results of operations include the effects of pretax restructuring charges of $11.5 million, $27.5 million and $5.3 million for 2001, 1998 and 1997, respectively.
FINANCIAL DATA
Presented below are certain comparative data illustrative of the following discussion of the Company's results of operations, financial condition and changes in financial condition (U.S. dollars in thousands):
2001 2000 1999
---------- -------- --------
Net sales:
----------
Industrial Shipping Containers $1,038,948 $490,909 $477,370
Containerboard & Corrugated Products 379,302 428,369 351,936
Timber 37,750 44,678 24,132
---------- -------- --------
Total $1,456,000 $963,956 $853,438
========== ======== ========
EBITDA:
-------
Industrial Shipping Containers $ 101,810 $ 59,583 $ 60,244
Containerboard & Corrugated Products 87,698 85,826 54,197
Timber 111,738 46,926 25,389
---------- -------- --------
Total segment 301,246 192,335 139,830
Restructuring charge (11,534) -- --
Corporate and other (34,822) (34,817) (17,129)
---------- -------- --------
Total EBITDA 254,890 157,518 122,701
Depreciation, depletion and
amortization (81,507) (45,222) (42,360)
Interest expense, net (45,149) (11,842) (12,983)
Foreign currency effects (228) -- --
---------- -------- --------
Income before income taxes,
minority interest in income of
consolidated subsidiaries and
equity in earnings of affiliates 128,006 100,454 67,358
Income taxes (48,514) (38,027) (26,740)
Minority interest in income of
consolidated subsidiaries (594) -- --
Equity in earnings of affiliates 9,876 13,367 10,755
---------- -------- --------
Net income $ 88,774 $ 75,794 $ 51,373
========== ======== ========
Current ratio 1.7:1 3.3:1 3.0:1
Cash flows from operations $ 98,865 $117,229 $ 71,766
Capital expenditures $ 132,217 $ 78,833 $ 49,253
Acquisitions of businesses $ 312,892 $ -- $ 74,233
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Item 7. Management's Discussion and Analysis of Financial Condition
RESULTS OF OPERATIONS
Overview
The Company had record net sales and earnings in 2001. The previous records were achieved in the prior year. On March 2, 2001, the Company acquired Van Leer Industrial Packaging (see Note 2 to the Consolidated Financial Statements on pages 43-46 of this Form 10-K, which Note is part of the financial statements contained in Item 8 of this Form 10-K). As such, the Consolidated Financial Statements include eight months of results for the year ended October 31, 2001 related to the Van Leer Industrial Packaging operations.
The Company operates in three business segments: Industrial Shipping Containers; Containerboard & Corrugated Products; and Timber.
Net sales increased 51.0% to $1,456.0 million, including $446.2 million from outside North America, in 2001 from $964.0 million in 2000. The increase in net sales for the North American region was due to the Industrial Shipping Containers segment ($101.8 million), which was partially offset by lower net sales in the Containerboard & Corrugated Products segment ($49.1 million) and the Timber segment ($6.9 million). The higher net sales in the North American operations of the Industrial Shipping Containers segment was primarily due to the inclusion of additional sales volume from the Van Leer Industrial Packaging acquisition. The weaker economic conditions in the United States that prevailed throughout 2001 compared to 2000 caused lower sales volumes and increased competitive pricing in both the Industrial Shipping Containers and Containerboard & Corrugated Products segments. Net sales and cost of products sold have been restated, in accordance with EITF No. 00-10, "Accounting for Shipping and Handling Fees and Costs," for the reclassification of certain shipping and handling costs from a reduction in net sales to cost of products sold for all years presented.
Earnings before interest, income taxes, depreciation, depletion and amortization ("EBITDA") rose to $266.4 million, before the $11.5 million second quarter restructuring charge, this year compared to $157.5 million last year. The $108.9 million increase is attributable to higher gains on the sale of timberland ($70.4 million) and the inclusion of Van Leer Industrial Packaging. The factors that caused a reduction in EBITDA included weaker economic conditions in the United States for both the Industrial Shipping Containers and Containerboard & Corrugated Products segments. In addition, the lower timber sales partially offset the improvement in EBITDA.
Historically, revenues or earnings may or may not be indicative of future operations because of various economic factors. As explained below, the Company is subject to the general economic conditions of its customers and the industries in which it operates.
The Company's Industrial Shipping Containers segment, where products manufactured by the Company are purchased by other manufacturers and suppliers, is substantially subject to the general economic conditions of its customers and the industries and countries in which it operates. Similarly, the Company's Containerboard & Corrugated Products segment is subject to general economic conditions and the effect of the operating rates of the containerboard industry, including pricing pressures from its competitors.
Segment Review
Industrial Shipping Containers
2001 versus 2000:
The Industrial Shipping Containers segment had an increase in net sales of $548.0 million, or 111.6%, primarily due to the inclusion of $446.2 million of net sales outside of North America resulting from the acquisition of Van Leer Industrial Packaging. Net sales in North America increased $101.8 million due to additional sales volume from Van Leer Industrial Packaging during the eight months ended October 31, 2001. A decrease in customer demand caused by weakness in the U.S. economy, particularly in the chemical industry, partially offset this increase in net sales. In addition, net sales to the agricultural sector were lower in the first quarter of 2001 compared to 2000, which benefited from a late harvest of certain crops during 1999 that extended into the first quarter of 2000.
The EBITDA for Industrial Shipping Containers improved to $101.8 million, before the $11.5 million second quarter restructuring charge, for 2001 from $59.6 million for 2000. The primary reason for this increase relates to $48.8 million in EBITDA from outside North America.
2000 versus 1999:
The Industrial Shipping Containers segment had an increase in net sales of $13.5 million, or 2.8%, in 2000 compared to 1999 due to an improvement in general market conditions, especially in the chemical industry, improved pricing to offset higher raw material prices and regaining some of the lost sales volume resulting from the 1998 and 1999 plant closings and consolidation efforts. In addition, there was an increase in activities related to container leasing and reconditioning.
EBITDA for this segment remained at $60.0 million for both 2000 and 1999.
Containerboard & Corrugated Products
2001 versus 2000:
The Containerboard & Corrugated Products segment had a decrease in net sales of $49.1 million, or 11.5%, as compared to the same period last year. This reduction in net sales was caused by lower customer demand for corrugated containers and containerboard due to continued weakness in the U.S. economy. Lower average sales price for linerboard and medium also affected net sales during 2001 as compared to 2000.
The EBITDA for this segment increased to $87.7 million for 2001 versus $85.8 million in 2000. Lower raw material prices, especially for old corrugated containers, a higher containerboard integration percentage and improved operating efficiencies more than offset the decline caused by lower net sales for this segment.
2000 versus 1999:
The Containerboard & Corrugated Products segment had an increase in net sales of $76.4 million, or 21.7%, in 2000 compared to 1999 primarily due to a 32.5% increase in the average sales price of containerboard. In addition, there were $16.0 million of additional net sales from Great Lakes and Trend Pak, which were acquired in 1999.
In 2000, the EBITDA for Containerboard & Corrugated Products increased to $85.8 million from $54.2 million in 1999. This improvement resulted from improved gross margins resulting from the higher sales prices of this segment's products without a corresponding increase in its costs.
Timber
2001 versus 2000:
Net sales of the Timber segment decreased $6.9 million from $44.7 million during 2000 to $37.8 million during 2001. While timber sales are subject to fluctuations, the Company seeks to maintain a consistent cutting schedule, within the limits of market and weather conditions.
The sales of timber are recorded as net sales, while timberland sales are included in gain on sale of timberland. The gain on sale of timberland was $79.7 million for 2001 as compared to $9.3 million last year (see "Timberland Transactions" below).
The EBITDA comparison for 2001 versus 2000 was primarily affected by the significant gains on the sale of timberland partially offset by lower timber sales.
2000 versus 1999:
The Timber segment had an increase in net sales of $20.5 million, or 85.1%, in 2000 compared to 1999 primarily due to a full year of net sales resulting from the timber marketing agreement with Bennett & Peters, Inc., forestry consultants and appraisers, initiated in May 1999. The timber marketing strategy is focused on active harvesting and regeneration of the Company's timber properties in the United States to achieve sustainable long-term yields on the Company's timberland.
The increase in this segment's EBITDA for 2000 as compared to 1999 was due to the significant improvement in net sales as well as $4.7 million of additional gains on the sale of timberland.
Gain on Sale of Timberland
Gain on sale of timberland increased $70.4 million in 2001 as compared to 2000 primarily due to the timber property sales described in the "Timberland Transactions" section below.
The gain on sale of timberland increased $4.7 million in 2000 versus 1999.
Other Income, Net
Net other income increased to $6.4 million during 2001 from $4.9 million last year. The change in other income is primarily due to gains on the sale of facilities.
Net other income decreased $5.6 million in 2000 as compared to 1999 primarily due to $7.5 million less gain on the disposal of properties, plants and equipment.
Cost of Products Sold
The cost of products sold, as a percentage of net sales, increased from 76.5% in 2000 to 79.2% in 2001. The increase was primarily due to the inclusion of Van Leer Industrial Packaging, which has contributed to a higher cost of products sold, as a percentage of net sales, due to lower gross margins than the Company's other products. In addition, Timber segment sales, which have a much lower cost associated with them, were below those in 2000. This increase was partially offset by lower raw material costs, which more than offset the lower sales volume, in the Containerboard & Corrugated Products segment.
Cost of products sold was $737.5 million, or 76.5% of net sales, in 2000 compared with $675.1 million, or 79.1% of net sales, in 1999. The improvement was primarily due to the higher Timber segment net sales in the current year. The timber sales of the Company have a very low cost associated with them. In addition, the cost of products sold, as a
percentage of net sales, for the Containerboard & Corrugated Products segment decreased as a result of the higher sales prices of its products without a corresponding increase in the cost of products sold. The cost of products sold, as a percentage of net sales, decreased slightly for the Industrial Shipping Containers segment.
Selling, General and Administrative Expenses
Selling, general and administrative expenses ("SG&A") increased to $204.7 million (14.1% of net sales) in 2001 as compared to $128.3 million (13.3% of net sales) in 2000. The $76.4 million increase was primarily due to additional SG&A related to Van Leer Industrial Packaging, which was acquired on March 2, 2001. In addition, there was $5.3 million of amortization expense recorded on the goodwill and other intangible assets from the acquisition of Van Leer Industrial Packaging during the eight months ended October 31, 2001.
Despite increasing to $128.3 million in 2000 from $113.0 million in 1999, SG&A had only increased slightly to 13.3% of net sales in 2000 from 13.2% of net sales in 1999. The increased expenditures primarily represented higher costs to support infrastructure improvements for current and future growth initiatives at that time. In addition, $3.2 million of additional commission expense resulted from the sale of timber and timberland in 2000. The increase was partially offset by a $2.9 million reduction in Year 2000 remediation expenses.
Restructuring Costs
During the second quarter of 2001, the Company recognized a restructuring charge of $11.5 million resulting from a plan to consolidate six of the Company's existing Industrial Shipping Container operations and eliminate redundant administrative functions in North America (see Note 5 to the Consolidated Financial Statements on pages 48-49 of this Form 10-K, which Note is part of the financial statements contained in Item 8 of this Form 10-K). In connection with the acquisition and consolidation plan, an additional five facilities in North America, South America, United Kingdom and Asia Pacific, which were purchased as part of the Van Leer Industrial Packaging acquisition, are being closed. Certain redundant administrative positions will also be eliminated as part of this plan. Accordingly, the Company recorded a $19.7 million restructuring liability related to these locations. The Company has incurred additional costs of $5.9 million in 2001 and will continue to incur additional costs of approximately this same amount in 2002 related to the relocation of machinery and equipment, employees and other reorganization costs, which have been and will be charged to the results of operations. The Company's management believes that, upon completion of the consolidation plan in 2002, positive contributions to earnings on an annualized basis from these actions will be approximately $27.5 million.
Interest Expense, Net
Net interest expense during 2001 increased to $45.1 million from $11.8 million last year. The increase was primarily due to higher average debt outstanding this year as a result of the Van Leer Industrial Packaging acquisition, which was acquired on March 2, 2001, compared to last year.
The $1.1 million decrease in net interest expense for 2000 versus 1999 was primarily due to $2.5 million of capitalized interest in 2000 compared to $0.4 million in 1999. The increase in capitalized interest related to several large capital projects, including the management information system, a new steel drum line in LaPorte, Texas and a new corrugated container plant in Louisville, Kentucky. The decrease was partially offset by higher interest rates that prevailed throughout 2000 compared to 1999.
Income Taxes
The effective tax rate remained at 37.9% for 2001 and 2000.
During 2000, the effective tax rate dropped to 37.9% as compared to 39.7% in 1999. The reduction, which was due to lower state and local taxes, had a positive effect on net income in 2000.
Minority Interest in Income of Consolidated Subsidiaries
As part of the Van Leer Industrial Packaging acquisition, the Company assumed minority holdings in 10 companies. These companies have been included in the consolidated results, and the minority interest in their respective net income has been eliminated.
Equity in Earnings of Affiliates
Equity in earnings of affiliates was $9.9 million for 2001 versus $13.4 million in 2000. This income represents the Company's equity interest in the net income of CorrChoice, Inc. ("CorrChoice") and, to a lesser extent, the Company's share of Abzac-Greif, Socer-Embalagens, Lda. and Balmer Lawrie-Van Leer's net income (see Note 3 to the Consolidated Financial Statements on page 47 of this Form 10-K, which Note is part of the financial statements contained in Item 8 of this Form 10-K).
Equity in earnings of affiliates increased $2.6 million, or 24.3%, in 2000 compared to 1999.
Net Income and Earnings Per Share
Based on the foregoing, net income increased $13.0 million, or 17.1%, to $88.8 million in 2001 from $75.8 million in 2000. Diluted earnings per share were $3.14 and $4.70 for the Class A and Class B Common Stock, respectively, in 2001 compared with $2.67 and $4.01 for the Class A and Class B Common Stock, respectively, in 2000.
Net income increased to $75.8 million in 2000 versus $51.4 million in 1999 due to the reasons previously stated. Diluted earnings per share of the Class A and Class B Common Stock were $2.67 and $4.01, respectively, in 2000 and $1.78 and $2.67, respectively, in 1999.
Timberland Transactions
In December 2000, the Company sold certain hardwood timberland for $44.4 million. As such, the Company recognized a gain of $43.0 million during the first quarter of 2001 related to this transaction. In a related agreement, the Company sold other hardwood timberland for $30.0 million in March 2001, and recognized a gain of $27.7 million during the second quarter of 2001. A total of approximately 65,000 acres of timber properties situated in Arkansas, Mississippi and Louisiana were sold as a result of these transactions.
In a separate transaction during December 2000, the Company purchased certain pine timberland for $42.8 million. In a related agreement, the Company purchased other pine timberland for $43.1 million in March 2001. A total of approximately 63,000 acres of timber properties situated in Louisiana were purchased as a result of these transactions.
For tax purposes, these sale and purchase transactions are treated as like- kind exchanges pursuant to Section 1031 of the Internal Revenue Code, and result in a deferral of the tax gain on the sale transactions.
LIQUIDITY AND CAPITAL RESOURCES
As indicated in the Consolidated Financial Statements and in the financial data set forth above, the Company is dedicated to maintaining a strong financial position. It is management's belief that this dedication is extremely important during all economic times.
The Company's financial strength is important to continue to achieve the following goals:
a. To protect the assets of the Company and the intrinsic value of
shareholders' equity in periods of adverse economic conditions.
b. To respond to any large and presently unanticipated cash demands that might
result from future adverse events.
c. To be able to benefit from new developments, new products and new
opportunities in order to achieve the best results for the Company's
shareholders.
d. To continue to pay competitive compensation, including the ever-increasing
costs of employee benefits, to Company employees who produce the results for
the Company's shareholders.
e. To replace and improve plants and equipment. When plants and production machinery must be replaced, either because of condition or to obtain the cost-reducing potential of technological improvements required to remain a low-cost producer in the highly competitive environment in which the Company operates, the cost of new plants and machinery are often significantly higher than the historical cost of the items being replaced.
Management believes that the present financial strength of the Company will be sufficient to achieve these goals.
Investments in Business Expansion
During 2001, the Company invested $43 million in capital expenditures, excluding the purchase of timber properties ($89 million). During the last three years, the Company has invested $260 million in capital expenditures and timberland purchases and $387 million in acquisitions of businesses, net of cash acquired, described below. These investments are an indication of the Company's commitment to being the high-quality, low-cost producer and desirable long-term supplier to all of its customers.
Van Leer Industrial Packaging Acquisition:
On March 2, 2001, pursuant to the terms of a Share Purchase Agreement, dated October 27, 2000, as amended on January 5 and February 28, 2001, between the Company and Huhtamaki, the Company acquired all of the issued share capital of Van Leer Industrial Packaging for $555 million less the amount of Van Leer Industrial Packaging's debt and certain other obligations ($206 million) as of the closing date (see Note 2 to the Consolidated Financial Statements on pages 43-46 of this Form 10-K, which Note is part of the financial statements contained in Item 8 of this Form 10-K). Van Leer Industrial Packaging is a worldwide provider of industrial packaging and components, including steel, fibre and plastic drums, polycarbonate water bottles, intermediate bulk containers and closure systems, with operations in over 40 countries.
In June 1999, a wholly-owned Canadian subsidiary of the Company exchanged its spiral core manufacturing assets for a 49% interest in Abzac S.A.'s fibre drum business (which is known as "Abzac-Greif") (see Note 2 to the Consolidated Financial Statements on pages 43-46 of this Form 10-K, which Note is part of the financial statements contained in Item 8 of this Form 10-K). Abzac-Greif has operations in Abzac, Lyon and Anvin, France, and markets and sells fibre drums in Belgium as well as France.
On April 5, 1999, the Company acquired Great Lakes Corrugated Corp. ("Great Lakes") and Trend Pak, Inc. ("Trend Pak") for approximately $21 million in cash borrowed against the Company's then existing revolving credit facility (see Note 2 to the Consolidated Financial Statements on pages 43-46 of this Form 10-K, which Note is part of the financial statements contained in Item 8 of this Form 10-K). Great Lakes manufactures corrugated containers in Toledo, Ohio. Trend Pak adds foam and other packaging materials to corrugated containers manufactured by Great Lakes.
On January 11, 1999, the Company acquired the intermediate bulk containers business from Sonoco Products Company for approximately $38 million in cash borrowed against the Company's then existing revolving credit facility (see Note 2 to the Consolidated Financial Statements on pages 43-46 of this Form 10-K, which Note is part of the financial statements contained in Item 8 of this Form 10-K). The intermediate bulk containers business includes one location in Lavonia, Georgia.
On November 1, 1998, the Company entered into a joint venture agreement to form CorrChoice (see Note 2 to the Consolidated Financial Statements on pages 43-46 of this Form 10-K, which Note is part of the financial statements contained in Item 8 of this Form 10-K). The Company was not required to commit any additional capital resources to fund this joint venture. The joint venture has been, and is expected to continue to be, self-supporting.
Balance Sheet Changes
In general, the increases in assets and liabilities were primarily due to the acquisition of Van Leer Industrial Packaging on March 2, 2001.
The increases in timber properties and land were primarily due to the purchase of 63,000 acres of pine timber and land in Louisiana for $86 million. In addition, the Van Leer Industrial Packaging acquisition contributed to the increase in land.
The increase in restructuring reserves is due to the Company's 2001 consolidation plan. This amount has been reduced due to payments of severance and other costs of closing the plants (see Note 5 to the Consolidated Financial Statements on pages 48-49 of this Form 10-K, which Note is part of the financial statements contained in Item 8 of this Form 10-K).
The increase in long-term debt was the result of borrowings under the Company's Senior Secured Credit Agreement, which was used to fund the Van Leer Industrial Packaging acquisition and to refinance amounts outstanding under the Company's then existing credit facility. This increase was partially offset by payments on long-term debt during the eight months ended October 31, 2001.
The increase in deferred tax liability was primarily due to the sale of
65,000 acres of hardwood timberland for $74 million, and the Van Leer Industrial
Packaging acquisition. During the year ended October 31, 2001, gains of $80
million, which included a $71 million gain from the sale of the 65,000 acres of
hardwood timberland (see "Timberland Transactions" section above), was
recognized on the sale of timberland. The tax gain is being deferred pursuant to
Section 1031 of the Internal Revenue Code.
Borrowing Arrangements
On March 2, 2001, the Company and Greif Spain Holdings, S.L. entered into a $900 million Senior Secured Credit Agreement with a syndicate of lenders. A portion of the proceeds from the Senior Secured Credit Agreement was used to fund the Van Leer Industrial Packaging acquisition and to refinance amounts outstanding under the Company's then existing revolving credit facility. The Senior Secured Credit Agreement provides for three term loans, a $150 million U.S. Dollar Term Loan A, a $200 million Euro Term Loan A and a $400 million U.S. Dollar Term Loan B, and a $150 million revolving multicurrency credit facility. At October 31, 2001, there was $117 million available under the $150 million revolving multicurrency credit facility. The revolving multicurrency credit facility is available for working capital and general corporate purposes.
The Term Loan A (both U.S. Dollar and Euro) and Term Loan B periodically reduce through the maturity date of February 28, 2006 and February 29, 2008, respectively. The revolving multicurrency credit facility matures on February 28, 2006. The Company is required to pay a facility fee each quarter equal to 0.375% to 0.500% of the total commitment amount based upon the Company's leverage ratio. Interest is based on either a LIBOR rate or an alternative base rate plus a calculated margin amount and resets on a periodic basis.
The Senior Secured Credit Agreement contains certain covenants, including financial covenants that require the Company to maintain a certain leverage ratio, sufficient coverage of interest expense and fixed charges, and a minimum net worth. In addition, the Company is limited with respect to the incurrence of additional debt. The repayment of this facility is secured by a first lien on substantially all of the personal property and certain of the real property of the Company. Standard & Poor's and Moody's Investors Service have assigned a "BB" rating and a "Ba3" rating, respectively, both with favorable outlook, to the loan obligations of the Company under the Senior Secured Credit Agreement.
Share Repurchase Program
In February 1999, the Board of Directors of the Company authorized a one million-share stock repurchase program. During 2001, the Company repurchased 34,500 shares, including 10,000 Class A common shares and 24,500 Class B common shares. As of October 31, 2001, the Company had repurchased 594,410 shares, including 415,476 Class A common shares and 178,934 Class B common shares. The total cost of the shares repurchased during 1999 through 2001 was $17 million.
Other Liquidity Matters
During 1997, the Company embarked on a program to implement a new management information system. The purpose of the new management information system is to focus on using information technology to link operations in order to become a low-cost producer and more effectively service the Company's customers. The ultimate cost of this project is dependent upon management's final determination of the locations, timing and extent of integration of the new management information system. As of October 31, 2001, the Company has spent approximately $32 million towards this project. At this time, the finance module is complete and the manufacturing and sales modules are being implemented. As such, amortization has begun on approximately $20 million of this amount. The capitalized costs of the project are being amortized on a straight-line basis over seven years.
In addition to the new management information system, as described above, the Company has approved future purchases of approximately $19 million. These purchases are primarily to replace and improve equipment.
Borrowing and self-financing have been the primary sources for past capital expenditures and acquisitions. The Company anticipates financing future capital expenditures in a like manner and believes that it will have adequate funds available for planned expenditures.
EFFECTS OF INFLATION
The effects of inflation did not have a material impact on the Company's operations during 2001, 2000 or 1999.
SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies of the Company are revenue recognition, income taxes, inventories, properties, plants and equipment, goodwill and other intangible assets, derivative financial instruments, foreign currency translation, and environmental cleanup costs. These policies are more fully described in Note 1 to the Consolidated Financial Statements on pages 37-43 of this Form 10-K, which Note is part of the financial statements contained in Item 8 of this Form 10-K.
Accounting principles generally accepted in the United States require management to make certain estimates and assumptions that affect the financial statements. The most significant of which are related to the allowance for doubtful accounts, expected useful lives assigned to properties, plants and equipment, goodwill and other intangible assets, restructuring reserves, postretirement benefits, income taxes, and contingencies. Other items that could have a significant impact on the financial statements include the risks and uncertainties listed in the "Forward-Looking Statements; Certain Factors Affecting Future Results" below. Actual results could differ materially using different estimates and assumptions, or if conditions are significantly different in the future.
RECENT ACCOUNTING STANDARDS
The recent accounting standards that could potentially affect the Company are described in Note 1 to the Consolidated Financial Statements on pages 37-43 of this Form 10-K, which Note is part of the financial statements contained in Item 8 of this Form 10-K.
FORWARD-LOOKING STATEMENTS; CERTAIN FACTORS AFFECTING FUTURE RESULTS
Statements contained in this Form 10-K or any other reports or documents prepared by the Company or made by management of the Company may be "forward- looking" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause the Company's operating results to differ materially from those projected. The following factors, among others, in some cases have affected and in the future could affect the Company's actual financial performance.
Changes in General Economic Conditions. The Company's customers generally consist of other manufacturers and suppliers who purchase the Company's industrial shipping containers and containerboard for their own containment and shipping purposes. Because the Company supplies a cross section of industries, such as chemicals, food products, petroleum products, pharmaceuticals and metal products, demand for the Company's industrial shipping containers and containerboard and related corrugated products has historically corresponded to changes in general economic conditions of the countries in which it operates. Accordingly, the Company's financial performance is substantially dependent upon the general economic conditions existing in these countries.
The Relative Strength of the U.S. Dollar. The Company operates in over 40 countries throughout the world. As such, it is subject to fluctuations in foreign currency exchange rates. However, given the geographic presence of the Company's operations, this exposure is mitigated to some degree.
Competition. The Company's business of manufacturing and selling industrial shipping containers and containerboard is highly competitive. The most important competitive factors are price, quality and service. Many of the Company's competitors are substantially larger and have significantly greater financial resources.
Demand in Containerboard Market. Industry demand for containerboard has declined in recent years causing competitive pricing pressures in the containerboard market which has negatively impacted the Company's financial performance in recent years.
Raw Material Shortages. The Company's raw materials are principally pulpwood, waste paper for recycling, paper, steel and resins. Some of these materials have been, and in the future may be, in short supply. Shortages in raw materials could adversely affect the Company's operations.
Environmental and Health and Safety Matters; Product Liability Claims. The
Company must comply with extensive rules and regulations regarding federal,
state, local and foreign environmental matters, such as air and water quality
and waste disposal. The Company must also comply with extensive rules and
regulations regarding safety and health matters. The failure to materially
comply with such rules and regulations could adversely affect the Company's
operations. Furthermore, litigation or claims against the Company with respect
to such matters could adversely affect the Company's financial performance. The
Company may also become subject to product liability claims which could
adversely affect the Company.
Risks Associated with Acquisitions. During the past several years the Company has invested, and for the foreseeable future the Company anticipates investing, a substantial amount of capital in acquisitions. Acquisitions involve numerous risks, including the failure to retain key employees and contracts and the inability to integrate businesses without material disruption. In addition, other companies in the Company's industries have similar acquisition strategies. There can be no assurance that any future acquisitions will be successfully integrated into the Company's operations, that competition for acquisitions will not intensify or that the Company will be able to complete such acquisitions on acceptable terms and conditions. In addition, the costs of unsuccessful acquisition efforts may adversely affect the Company's financial performance.
Timber and Timberland Sales. The Company has a significant inventory of standing timber and timberlands. The frequency and volume of sales of timber and timberlands will have an effect on the Company's financial performance.
Interest Rate Risk
The Company is subject to interest rate risk related to its financial instruments that include borrowings under its $900 million Senior Secured Credit Agreement and interest rate swap agreements with an aggregate notional amount of $320 million and EUR 65 million. The Company does not enter into financial instruments for trading or speculative purposes. The interest rate swap agreements have been entered into to manage the Company's exposure to its variable rate borrowings.
The table below provides information about the Company's derivative financial instruments and other financial instruments that are sensitive to changes in interest rates. For the Senior Secured Credit Agreement, the table presents scheduled amortizations of principal and the current weighted average interest rate by contractual maturity dates. For interest rate swaps, the table presents annual amortizations of notional amounts and weighted average interest rates by contractual maturity dates. Under the swap agreements, the Company receives interest quarterly from the counterparties and pays interest quarterly to the counterparties. The fair value of the Senior Secured Credit Agreement is based on current rates available to the Company for debt of the same remaining maturity. The fair value of the interest rate swap agreements have been determined based upon the current market settlement prices of comparable contracts.
Expected Maturity Date
--------------------------------------------------
Fair
2002 2003 2004 2005 2006 Thereafter Total Value
----- ----- ----- ----- ----- ---------- ----- -----
Senior Secured Credit
Agreement:
Scheduled amortizations $ 43 $ 59 $ 75 $ 90 $ 71 $ 358 $ 696 $ 696
Average interest rate (a) 5.50% 5.50% 5.50% 5.50% 5.50% 5.50% 5.50%
Interest rate swaps:
Scheduled amortizations $ 40 $ 75 $ 28 $ 85 $ 100 $ 50 $ 378 $ (21)
Average fixed pay rate 5.43% 5.48% 5.54% 5.78% 5.99% 6.15% 5.56%
Average receive rate (b) 3.80% 3.80% 3.80% 3.80% 3.80% 3.80% 3.80%
|
(a) Variable rate specified is based on the LIBOR rate or an alternative base
rate plus a calculated margin at October 31, 2001.
(b) The average receive rate is based upon the LIBOR rates the Company was
scheduled to receive at October 31, 2001. The rates presented are not
intended to project the Company's expectations for the future.
Based on a sensitivity analysis performed by the counterparties at October 31, 2001, a 100 basis point increase in interest rates would improve the fair value of the swap agreements to a liability of $11 million. Conversely, a 100 basis point decrease in interest rates would result in a fair value liability of $32 million.
Foreign Currency Risk
On March 2, 2001, the Company acquired Van Leer Industrial Packaging, an industrial shipping containers manufacturer with operations in over 40 countries. Consequently, the Company's operating income is potentially affected to a significant degree by fluctuations in foreign currency exchange rates. However, given the geographic presence of the Company's operations, the Company mitigates this exposure to some degree. Additionally, the Company's transaction exposure is somewhat limited due to the Company both producing and selling a majority of its products within each respective country.
The Company has entered into foreign currency forward contracts to hedge certain short-term intercompany loan balances amongst the Company's foreign businesses. Such contracts limit the Company's exposure to both favorable and unfavorable currency fluctuations. At October 31, 2001, the Company had contracts outstanding of $33 million. The fair value of these contracts at October 31, 2001 was $0.3 million. Each of these contracts is hedging the exposure of the euro against the fluctuation of various other currencies. A sensitivity analysis to changes in the euro against these other currencies indicates that if the euro uniformly weakened by 10% against all of the hedged currency exposures, the fair value of these instruments would decrease by $6 million. Conversely, if the euro uniformly strengthened by 10% against all of the hedged currency exposures, the fair value of these instruments would increase by $3 million. Any resulting changes in fair value would be offset by changes in the underlying hedged balance sheet position. The sensitivity analysis assumes a parallel shift in foreign currency exchange rates. The assumption that exchange rates change in parallel fashion may overstate the impact of changing exchange rates on assets and liabilities denominated in a foreign currency.
Commodity Price Risk
The Company's operating income is potentially affected to a significant degree by fluctuations in the cost of its raw materials. Currently, the Company has no derivative instruments used to hedge against such fluctuations in commodity prices.
For the years ended October 31, 2001 2000 1999
---- ---- ----
Net sales $1,456,000 $963,956 $853,438
Gain on sale of timberland 79,663 9,255 4,541
Other income, net 6,358 4,872 10,441
---------- -------- --------
1,542,021 978,083 868,420
---------- -------- --------
Cost of products sold 1,152,616 737,486 675,084
Selling, general and administrative
expenses 204,716 128,301 112,995
Restructuring costs 11,534 -- --
Interest expense, net 45,149 11,842 12,983
---------- -------- --------
1,414,015 877,629 801,062
---------- -------- --------
Income before income taxes, minority
interest in income of consolidated
subsidiaries and equity in earnings
of affiliates 128,006 100,454 67,358
Income taxes 48,514 38,027 26,740
---------- -------- --------
Income before minority interest in
income of consolidated subsidiaries
and equity in earnings of affiliates 79,492 62,427 40,618
Minority interest in income of
consolidated subsidiaries (594) -- --
Equity in earnings of affiliates 9,876 13,367 10,755
---------- -------- --------
Net income $ 88,774 $ 75,794 $ 51,373
========== ======== ========
Basic earnings per share:
Class A Common Stock $ 3.14 $ 2.68 $ 1.78
Class B Common Stock $ 4.70 $ 4.01 $ 2.67
Diluted earnings per share:
Class A Common Stock $ 3.14 $ 2.67 $ 1.78
Class B Common Stock $ 4.70 $ 4.01 $ 2.67
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See accompanying Notes to Consolidated Financial Statements.
As of October 31, 2001 2000
---- ----
CURRENT ASSETS
Cash and cash equivalents $ 29,720 $ 13,388
Trade accounts receivable - less allowance of
$10,596 ($2,293 in 2000) 282,982 119,645
Income tax receivable -- 14,343
Inventories 123,363 42,741
Deferred tax asset 9,697 2,216
Net assets held for sale 12,530 8,495
Prepaid expenses and other 51,112 12,315
---------- ---------
509,404 213,143
---------- ---------
LONG-TERM ASSETS
Goodwill - less amortization 236,623 136,284
Other intangible assets 33,179 1,816
Investment in affiliates 144,071 136,374
Other long-term assets 44,282 16,052
---------- ---------
458,155 290,526
---------- ---------
PROPERTIES, PLANTS AND EQUIPMENT - at cost
Timber properties - less depletion 74,851 21,518
Land 81,048 12,330
Buildings 235,980 133,591
Machinery and equipment 689,637 521,685
Capital projects in progress 43,200 23,354
---------- ---------
1,124,716 712,478
Accumulated depreciation (315,879) (276,816)
---------- ---------
808,837 435,662
---------- ---------
$1,776,396 $ 939,331
========== =========
|
See accompanying Notes to Consolidated Financial Statements.
As of October 31, 2001 2000
---- ----
CURRENT LIABILITIES
Accounts payable $ 107,277 $ 42,855
Accrued payrolls and employee benefits 20,529 11,216
Income tax payable 5,778 --
Restructuring reserves 15,109 --
Short-term borrowings 16,533 --
Current portion of long-term debt 43,140 --
Other current liabilities 90,361 10,876
---------- --------
298,727 64,947
---------- --------
LONG-TERM LIABILITIES
Long-term debt 654,374 235,000
Deferred tax liability 124,346 58,895
Postretirement benefit liability 50,028 20,095
Other long-term liabilities 62,015 17,880
---------- --------
890,763 331,870
---------- --------
MINORITY INTEREST 560 --
---------- --------
SHAREHOLDERS' EQUITY
Common stock, without par value 10,446 10,383
Treasury stock, at cost (58,812) (57,894)
Retained earnings 671,917 598,301
Accumulated other comprehensive loss
- foreign currency translation (21,378) (8,276)
- interest rate swaps (13,071) --
- minimum pension liability (2,756) --
---------- --------
586,346 542,514
---------- --------
$1,776,396 $939,331
========== ========
|
See accompanying Notes to Consolidated Financial Statements.
For the years ended October 31, 2001 2000 1999
--------- -------- ---------
Cash flows from operating activities:
Net income $ 88,774 $ 75,794 $ 51,373
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization 81,507 45,222 42,360
Equity in earnings of affiliates, net of
dividends received (7,007) (10,976) (10,755)
Minority interest in income of
consolidated subsidiaries 560 -- --
Deferred income taxes 29,127 13,548 15,815
Gain on disposals of properties, plants
and equipment, net (84,661) (502) (7,962)
Increase (decrease) in cash from changes in
certain assets and liabilities, net of
effects from acquisitions:
Trade accounts receivable (7,613) 5,109 (21,578)
Inventories 23,526 7,965 11,046
Prepaid expenses and other 24,243 1,955 2,846
Other long-term assets (4,052) 6,579 2,597
Accounts payable (15,734) (1,628) 3,534
Accrued payrolls and employee benefits (776) 1,062 307
Income tax payable (789) (14,343) (1,968)
Restructuring reserves (4,241) (5,157) (23,882)
Other current liabilities (27,756) (1,361) 110
Postretirement benefit liability 3,315 (1,059) 591
Other long-term liabilities 442 (4,979) 7,332
--------- -------- ---------
Net cash provided by operating activities 98,865 117,229 71,766
--------- -------- ---------
Cash flows from investing activities:
Acquisitions of companies, net of cash
acquired (312,892) -- (74,233)
Disposals of investments in government
securities -- 5,314 1,340
Purchases of properties, plants and equipment (132,217) (78,833) (49,253)
Proceeds on disposals of properties, plants
and equipment 92,403 4,672 18,874
--------- -------- ---------
Net cash used in investing activities (352,706) (68,847) (103,272)
--------- -------- ---------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 760,000 -- 54,500
Payments on long-term debt (464,542) (23,000) (31,500)
Payments on short-term borrowings (7,062) -- --
Acquisitions of treasury stock (924) (4,968) (11,102)
Exercise of stock options 69 190 291
Dividends paid (15,158) (14,619) (14,315)
--------- -------- ---------
Net cash provided by (used in) financing
activities 272,383 (42,397) (2,126)
--------- -------- ---------
Effects of exchange rates on cash (2,210) (1,532) 1,238
--------- -------- ---------
Net increase (decrease) in cash and cash
equivalents 16,332 4,453 (32,394)
Cash and cash equivalents at beginning of year 13,388 8,935 41,329
--------- -------- ---------
Cash and cash equivalents at end of year $ 29,720 $ 13,388 $ 8,935
========= ======== =========
|
See accompanying Notes to Consolidated Financial Statements.
GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(U.S. dollars and shares in thousands, except per share amounts)
Capital Stock Treasury Stock Accumulated
------------- -------------- Other
Retained Comprehensive Shareholders'
Shares Amount Shares Amount Earnings Income (Loss) Equity
------ ------ ------ ------ -------- ------------- ------
As of November 1, 1998 22,911 $ 9,936 15,510 $(41,858) $500,068 $ (8,044) $460,102
Net income 51,373 51,373
Other comprehensive income -
foreign currency translation 1,633 1,633
--------
Comprehensive income 53,006
--------
Dividends paid (Note 8):
Class A - $0.50 (5,435) (5,435)
Class B - $0.74 (8,880) (8,880)
Treasury shares acquired (396) 396 (11,102) (11,102)
Stock options exercised 12 271 (12) 20 291
------ ------- ------ -------- -------- -------- --------
As of October 31, 1999 22,527 $10,207 15,894 $(52,940) $537,126 $ (6,411) $487,982
Net income 75,794 75,794
Other comprehensive income -
foreign currency translation (1,865) (1,865)
--------
Comprehensive income 73,929
--------
Dividends paid (Note 8):
Class A - $0.52 (5,492) (5,492)
Class B - $0.77 (9,127) (9,127)
Treasury shares acquired (163) 163 (4,968) (4,968)
Stock options exercised 7 176 (7) 14 190
------ ------- ------ -------- -------- -------- --------
As of October 31, 2000 22,371 $10,383 16,050 $(57,894) $598,301 $ (8,276) $542,514
Net income 88,774 88,774
Other comprehensive income:
- foreign currency
translation (13,102) (13,102)
- interest rate swaps (13,071) (13,071)
- minimum pension
liability adjustment (2,756) (2,756)
--------
Comprehensive income 59,845
--------
Dividends paid (Note 8):
Class A - $0.54 (5,683) (5,683)
Class B - $0.80 (9,475) (9,475)
Treasury shares acquired (35) 35 (924) (924)
Stock options exercised 3 63 (3) 6 69
------ ------- ------ -------- -------- -------- --------
As of October 31, 2001 22,339 $10,446 16,082 $(58,812) $671,917 $(37,205) $586,346
====== ======= ====== ======== ======== ======== ========
|
See accompanying Notes to Consolidated Financial Statements.
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
The Business
Greif Bros. Corporation and its subsidiaries (the "Company") principally manufacture industrial shipping containers and containerboard and corrugated products that it sells to customers in many industries throughout the world. In March 2001, the Company acquired Van Leer Industrial Packaging (see Note 2), which significantly increased the operations of the Company. The Company has 185 operating locations in over 40 countries. In addition, the Company owns timber properties, primarily in the southeastern United States, which are harvested and regenerated.
Due to the variety of its products, the Company has many customers buying different types of its products and, due to the scope of the Company's sales, no one customer is considered principal in the total operation of the Company.
Because the Company supplies a cross section of industries, such as chemicals, food products, petroleum products, pharmaceuticals and metal products, and must make spot deliveries on a day-to-day basis as its products are required by its customers, the Company does not operate on a backlog to any significant extent and maintains only limited levels of finished goods. Many customers place their orders weekly for delivery during the week.
The Company's raw materials are principally pulpwood, waste paper for recycling, paper, steel and resins.
There are approximately 10,000 employees of the Company at October 31, 2001.
Basis of Consolidation
The Consolidated Financial Statements include the accounts of Greif Bros. Corporation and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The most significant estimates are related to the allowance for doubtful accounts, expected useful lives assigned to properties, plants and equipment, goodwill and other intangible assets, restructuring reserves, postretirement benefits, income taxes and contingencies. Actual amounts could differ from those estimates.
Revenue Recognition
In December 1999, the Securities and Exchange Commission staff issued Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements." SAB No. 101 further defines the basic principles of revenue recognition and was adopted by the Company during 2001. The Company recognizes revenue when title passes to customers or services have been rendered, with appropriate provision for returns and allowances. The adoption of SAB No. 101 did not have a material effect on the Company's financial statements.
Shipping and Handling Fees and Costs
The Emerging Issues Task Force ("EITF") reached a consensus in September 2000 that all amounts billed to a customer in a sale transaction related to shipping and handling, if any, represent revenues earned for the goods provided and should be classified as revenue. The EITF also concluded that the classification of shipping and handling costs is an accounting policy decision. In accordance with EITF No. 00-10, "Accounting for Shipping and Handling Fees and Costs," the Company includes shipping and handling costs in cost of products sold. Prior to the issuance of EITF No. 00-10, the Company's shipping and handling costs were netted in net sales. All prior period amounts have been reclassified to conform to EITF No. 00-10. The adoption of EITF No. 00-10 had no effect on reported net income.
Income Taxes
Income taxes are accounted for under Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." In accordance with this statement, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as measured by enacted tax rates that are expected to be in effect in the periods which the deferred tax liabilities and assets are expected to be settled or realized.
Cash and Cash Equivalents
The Company considers highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Included in these amounts are repurchase agreements of $1.9 million in 2001 ($3.6 million in 2000).
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of trade accounts receivable. Such credit risk is considered by management to be limited due to the Company's many customers, none that are considered principal in the total operations of the Company, doing business in a variety of industries throughout the world.
Inventories
Inventories are stated at the lower of cost or market, principally on the last-in, first-out basis in the United States (approximately 30% of consolidated inventories) and on the first-in, first-out basis in other parts of the world (approximately 70% of consolidated inventories). The inventories are comprised as follows at October 31 (U.S. dollars in thousands):
2001 2000
-------- --------
Finished goods $ 40,881 $ 16,494
Raw materials and work-in-process 120,510 63,630
-------- --------
161,391 80,124
Reduction to state inventories on last-in,
first-out basis (38,028) (37,383)
-------- --------
$123,363 $ 42,741
======== ========
|
Properties, Plants and Equipment
Depreciation on properties, plants and equipment is provided on the straight-line method over the estimated useful lives of the assets as follows:
Years
-----
Buildings 30-45
Machinery and equipment 3-19
|
Depreciation expense was $63.8 million in 2001, $37.3 million in 2000 and $35.2 million in 1999. Expenditures for repairs and maintenance are charged to expense as incurred.
Depletion on timber properties is computed on the basis of cost and the estimated recoverable timber acquired.
When properties are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and related allowance accounts. Gains or losses are credited or charged to income as incurred.
Net Assets Held for Sale
Net assets held for sale represent land, buildings and land improvements less accumulated depreciation for locations that have been closed, primarily as a result of the consolidated plans in the Industrial Shipping Containers segment. As of October 31, 2001 and 2000, there were 14 and 12 locations held for sale, respectively. The net sales and loss before income tax benefit of these locations were $35.6 million and $0.8 million, respectively, during 2001. The net sales and loss before income tax benefit of these locations were $16.0 million and $2.6 million, respectively, during 2000. The effect of suspending depreciation on the facilities held for sale is immaterial to the results of operations. The net assets held for sale have been listed for sale, and it is the Company's intention to complete the sales within the upcoming year.
Internal Use Software
Internal use software is accounted for under Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." Internal use software is software that is acquired, internally developed or modified solely to meet the entity's needs and for which, during the software's development or modification, a plan does not exist to market the software externally. Costs incurred to develop the software during the application development stage, upgrades and enhancements that provide additional functionality are capitalized.
Goodwill and Other Intangible Assets
Goodwill is amortized on a straight-line basis over 15 or 25 year periods. The cost of acquired intangible assets is amortized on a straight-line basis over their estimated economic lives of 2 to 25 years. The weighted average period of goodwill and intangible assets amortization is 21 years. Amortization expense was $13.1 million in 2001, $7.0 million in 2000 and $6.5 million in 1999. Accumulated amortization was $31.2 million at October 31, 2001 ($18.1 million at October 31, 2000).
The Company's policy is to periodically review its goodwill, other intangible assets and other long-lived assets based upon the evaluation of such factors as the occurrence of a significant adverse event or change in the environment in which the business operates, or if the expected future net cash flows (undiscounted and without interest) would become less than the carrying amount of the asset. An impairment loss would be recorded in
the period such determination is made based on the fair value of the related businesses.
Derivative Financial Instruments
On November 1, 2000, the Company adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133," and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities." These statements require that all derivatives be recorded in the balance sheet as either assets or liabilities and measured at fair value. The accounting for changes in fair value of the derivative depends on the intended use of the derivative and the resulting designation.
The Company enters into interest rate swap agreements for the purpose of hedging its exposure to fluctuations in interest rates. Under SFAS No. 133, the Company's interest rate swap contracts are considered cash flow hedges. The interest rate swap contracts were entered into to assist the Company in its management of exposure to variable rate debt. The differentials payable or receivable under these agreements are recorded as an adjustment to interest expense and are included in interest receivable or payable. An asset or liability is recorded on the Company's balance sheet for the fair value of the interest rate swap agreements. A corresponding charge or credit is reflected, net of tax, in other comprehensive income (loss).
The Company enters into foreign currency forward contracts to hedge certain short-term intercompany loan transactions with its foreign businesses. Such contracts limit the Company's exposure to both favorable and unfavorable currency fluctuations. These contracts are adjusted to reflect market value as of each balance sheet date, with the resulting changes in fair value being recognized in other income, net.
Foreign Currency Translation
In accordance with SFAS No. 52, "Foreign Currency Translation," the assets and liabilities denominated in foreign currency are translated into U.S. dollars at the current rate of exchange existing at year-end and revenues and expenses are translated at the average monthly exchange rates.
The cumulative translation adjustments, which represent the effects of translating assets and liabilities of the Company's foreign operations, are presented in the Consolidated Statements of Changes in Shareholders' Equity in "Accumulated Other Comprehensive Income (Loss)." The transaction gains and losses included in income are immaterial.
The functional currency for foreign operations in highly inflationary economies is the U.S. dollar, and any gains or losses are credited or charged to income.
Earnings Per Share
The Company has two classes of common stock and, as such, applies the "two- class method" of computing earnings per share as prescribed in SFAS No. 128, "Earnings Per Share." In accordance with the statement, earnings are allocated first to Class A and Class B Common Stock to the extent that dividends are actually paid and the remainder allocated assuming all of the earnings for the period have been distributed in the form of dividends.
The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:
For the years ended October 31,
----------------------------------------
2001 2000 1999
---- ---- ----
Class A Common Stock:
---------------------
Basic earnings per share 10,523,476 10,557,935 10,882,081
Assumed conversion of stock
options 26,603 41,600 19,229
---------- ---------- ----------
Diluted earnings per share 10,550,079 10,599,535 10,901,310
========== ========== ==========
Class B Common Stock:
---------------------
Basic and diluted earnings per
share 11,842,656 11,852,602 11,989,605
========== ========== ==========
|
There are 1,172,248 options that are antidilutive for 2001 (370,090 for 2000 and 496,789 for 1999).
Environmental Cleanup Costs
The Company expenses environmental expenditures related to existing conditions resulting from past or current operations and from which no current or future benefit is discernable. Expenditures that extend the life of the related property or mitigate or prevent future environmental contamination are capitalized. The Company determines its liability on a site-by-site basis and records a liability at the time when it is probable and can be reasonably estimated. The Company's estimated liability is reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of the relevant costs.
Reclassifications
Certain prior year amounts have been reclassified to conform to the 2001 presentation.
Recent Accounting Standards
In June 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires use of the purchase method for business combinations initiated after June 30, 2001. SFAS No. 142 requires that goodwill no longer be amortized, but instead be periodically reviewed for impairment. The provisions of SFAS No. 142 will be effective for fiscal years beginning after December 15, 2001. However, earlier application is permitted for entities with fiscal years beginning after March 15, 2001, provided that the first interim financial statements have not been issued previously. In all cases, the provisions of SFAS No. 142 shall be initially applied at the beginning of a fiscal year.
The application of the non-amortization provisions of SFAS No. 142 will increase net income of the Company upon adoption. The effect of the non-amortization provisions of SFAS No. 142 on net income is subject to finalization of the allocation of the purchase price for the Van Leer Industrial Packaging acquisition (see Note 2) including further evaluation of all intangible assets in relation to the provisions of SFAS No. 142.
At this time, the effect of the impairment provisions provided by SFAS No. 142 is not known. The Company is evaluating the possibility of early adoption of SFAS No. 142 in fiscal 2002.
NOTE 2 - ACQUISITIONS AND OTHER INVESTMENTS
Van Leer Industrial Packaging Acquisition
On March 2, 2001, pursuant to the terms of a Share Purchase Agreement dated October 27, 2000, as amended on January 5 and February 28, 2001, between the Company and Huhtamaki Van Leer Oyj, a Finnish corporation ("Huhtamaki"), the Company acquired all of the issued share capital of Royal Packaging Industries Van Leer N.V., a Dutch limited liability company, Huhtamaki Holdings do Brasil Ltda., a Brazilian limited liability company, Van Leer France Holding S.A.S., a French limited liability company, Van Leer Containers, Inc., a U.S. corporation, and American Flange & Manufacturing Co., Inc., a U.S. corporation (collectively, "Van Leer Industrial Packaging"). Van Leer Industrial Packaging is a worldwide provider of industrial packaging and components, including steel, fibre and plastic drums, polycarbonate water bottles, intermediate bulk containers and closure systems, with operations in over 40 countries.
As consideration for the shares of Van Leer Industrial Packaging, the Company paid $555.0 million less the amount of Van Leer Industrial Packaging's debt and certain other obligations ($206.4 million) as of the closing date. In addition, the Company paid $15.0 million in legal and professional fees related to the acquisition. The acquisition was funded by long-term debt borrowed against a $900 million Senior Secured Credit Agreement (see Note 6).
The acquisition of Van Leer Industrial Packaging, included in operating results from the acquisition date, was accounted for using the purchase method of accounting and, accordingly, the purchase price was allocated to the assets purchased and liabilities assumed based upon their fair values at the date of acquisition. The fair values of the assets acquired and the liabilities assumed were $642.7 million and $423.9 million, respectively. The final allocation of the purchase price may differ due to additional refinements in the fair values of the net assets acquired. Identifiable intangible assets, with a combined fair value of $34.1 million, including the Van Leer trademark, Tri-Sure Closures trademarks, patents and other proprietary information, and certain noncompete agreements, have been recorded. The excess of the purchase price over the fair values of the net tangible and intangible assets acquired of $110.7 million was recorded as goodwill.
The goodwill is being amortized on a straight-line basis over 25 years based on consideration regarding the age of the acquired companies, their customers and the risk of obsolescence of their products. The intangible assets are being amortized on a straight-line basis over their estimated economic lives of 2 to 25 years.
Abzac-Greif Investment
During June 1999, Greif Bros. Canada Inc., a wholly-owned Canadian subsidiary of the Company, exchanged its spiral core manufacturing assets with Abzac S.A., a privately held company in France ("Abzac"), for a 49% equity interest in Abzac's fibre drum business (known as "Abzac-Greif"). The effective date of the transaction was January 1, 1999. The investment in Abzac-Greif of $2.0 million has been recorded using the equity method of accounting.
Great Lakes and Trend Pak Acquisitions
On April 5, 1999, the Company purchased the common stock of Great Lakes Corrugated Corp. ("Great Lakes") and Trend Pak, Inc. ("Trend Pak") from their shareholders for $20.8 million in cash. In addition, the Company paid $0.1 million in legal and professional fees related to the acquisition.
The acquisitions of Great Lakes and Trend Pak, included in operating results from the acquisition date, were accounted for using the purchase method of accounting and, accordingly, the purchase price was allocated to the assets purchased and liabilities assumed based upon their fair values at the date of acquisition. The fair values of the assets acquired and liabilities assumed were $14.8 million and $5.9 million, respectively. The excess of the purchase price over the fair values