UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended January 31, 2007
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-00566
GREIF, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 31-4388903 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
| 425 Winter Road, Delaware, Ohio | 43015 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code (740) 549-6000
Not Applicable
Former name, former address and former fiscal year, if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares outstanding of each of the issuers classes of common stock at the close of business on January 31, 2007 was as follows:
|
Class A Common Stock |
11,825,550 shares | |
|
Class B Common Stock |
11,515,533 shares |
PART I. FINANCIAL INFORMATION
GREIF, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Dollars in thousands,
except per share amounts)
Three months ended
January 31,
Net sales
Cost of products sold
Gross profit
Selling, general and administrative expenses
Restructuring charges
Gain on sale of timberland
Gain on disposal of properties, plants and equipment, net
Operating profit
Interest expense, net
Other income (loss), net
Income before income tax expense and equity in earnings of affiliates and minority interests
Income tax expense
Equity in earnings of affiliates and minority interests
Net income
Basic earnings per share:
Class A Common Stock
Class B Common Stock
Diluted earnings per share:
Class A Common Stock
Class B Common Stock
See accompanying Notes to Consolidated Financial Statements
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GREIF, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
January 31,
2007
October 31,
2006
Current assets
Cash and cash equivalents
Trade accounts receivable, less allowance of $10,102 in 2007 and $8,575 in 2006
Inventories
Net assets held for sale
Deferred tax assets
Prepaid expenses and other current assets
Long-term assets
Long-term notes receivable
Goodwill, net of amortization
Other intangible assets, net of amortization
Assets held by special purpose entities (Note 8)
Other long-term assets
Properties, plants and equipment
Timber properties, net of depletion
Land
Buildings
Machinery and equipment
Capital projects in progress
Accumulated depreciation
See accompanying Notes to Consolidated Financial Statements
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GREIF, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
LIABILITIES AND SHAREHOLDERS EQUITY
January 31,
2007
Current liabilities
Accounts payable
Accrued payrolls and employee benefits
Restructuring reserves
Short-term borrowings
Other current liabilities
Long-term liabilities
Long-term debt
Deferred tax liability
Pension liability
Postretirement benefit liability
Liabilities held by special purpose entities (Note 8)
Other long-term liabilities
Minority interest
Shareholders equity
Common stock, without par value
Treasury stock, at cost
Retained earnings
Accumulated other comprehensive income (loss):
- foreign currency translation
- interest rate derivatives
- energy derivatives
- minimum pension liability
See accompanying Notes to Consolidated Financial Statements
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GREIF, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in thousands)
For the three months ended January 31,
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization
Asset impairments
Deferred income taxes
Gain on disposals of properties, plants and equipment, net
Gain on the sale of timberland (Note 8)
Equity in earnings of affiliates and minority interests
Increase (decrease) in cash from changes in certain assets and liabilities:
Trade accounts receivable
Inventories
Prepaid expenses and other current assets
Other long-term assets
Long-term notes receivable
Accounts payable
Accrued payroll and employee benefits
Restructuring reserves
Other current liabilities
Pension and postretirement benefit liability
Other long-term liabilities
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Acquisitions of companies, net of cash acquired
Purchases of properties, plants and equipment
Purchases of timber properties
Increase in notes receivable
Proceeds from the sale of properties, plants and equipment
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issuance of long-term debt
Payments on long-term debt
Proceeds from short-term borrowings
Dividends paid
Acquisitions of treasury stock
Exercise of stock options
Net cash provided by financing activities
Effects of exchange rates on cash
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
See accompanying Notes to Consolidated Financial Statements
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GREIF, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2007
NOTE 1 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The information
furnished herein reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the consolidated balance sheets as of January 31, 2007 and October 31, 2006 and the consolidated statements of income
and cash flows for the three-month periods ended January 31, 2007 and 2006 of Greif, Inc. and subsidiaries (the Company). These consolidated financial statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Companys Annual Report on Form 10-K for its fiscal year ended October 31, 2006 (the 2006 Form 10-K).
The Companys fiscal year begins on November 1 and ends on October 31 of the following year. Any references to the year 2007 or 2006, or to any quarter of those years, relates to the fiscal year or
quarter, as the case may be, ending in that year.
The preparation of consolidated 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 consolidated financial statements and accompanying notes. Actual amounts could differ from those
estimates.
Certain prior year amounts have been reclassified to conform to the 2007 presentation.
Industrial Packaging Acquisitions
During the
first quarter of 2007, the Company completed four acquisitions of industrial packaging companies for an aggregate purchase price of $310.7 million. These four acquisitions were Blagden Packaging Group and two tuck-in North American companies in
November 2006 as well as one tuck-in North African company in January 2007. These industrial packaging acquisitions are expected to complement the Companys existing product lines that together will provide growth opportunities and scale. These
acquisitions, included in operating results from the acquisition dates, were accounted for using the purchase method of accounting and, accordingly, the purchase prices were allocated to the assets purchased and liabilities assumed based upon their
estimated fair values at the dates of acquisition. The estimated fair values of the assets acquired were $204.2 million (including $39.2 million of inventory and $61.2 million of accounts receivable) and liabilities assumed were $52.2 million.
Identifiable intangible assets, with a combined fair value of $88.0 million, including trade-names, customer relationships, and certain non-compete agreements, have been recorded for these acquisitions. The excess of the purchase prices over the
estimated fair values of the net tangible and intangible assets acquired of $70.7 million was recorded as goodwill. The final allocation of the purchase prices may differ due to additional refinements in the fair values of the net assets acquired in
accordance with SFAS No. 141, Business Combinations.
In the fourth quarter of 2006, the Company completed two
acquisitions for an aggregate purchase price of $102.1 million. These two acquisitions were Delta Petroleum Company, Inc. and its subsidiaries (Delta), a blender and packager of lubricants, chemicals and glycol-based products in North
America, and an industrial packaging company located in Russia. These acquisitions, included in operating results from the acquisition dates, were accounted for using the purchase method of accounting and, accordingly, the purchase prices were
allocated to the assets purchased and liabilities assumed based upon their estimated fair values at the dates of acquisition. The estimated fair values of the assets acquired were $97.2 million (including $25.7 million of inventory and $28.0 million
of accounts receivable) and liabilities assumed were $46.9 million. Identifiable intangible assets, with a combined fair value of $29.4 million, including trade-names, customer relationships, and certain non-compete agreements, have been recorded
for these acquisitions. The excess of the purchase prices over the estimated fair values of the net tangible and intangible assets acquired of $22.4 million was recorded as goodwill. The final allocation of the purchase prices may differ due to
additional refinements in the fair values of the net assets acquired in accordance with SFAS No. 141, Business Combinations.
Had the transactions occurred on November 1, 2005, results of operations would not have differed materially from reported results.
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Stock-Based Compensation Expense
On November 1, 2005, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123(R), Share-Based
Payment, which requires the measurement and recognition of compensation expense, based on estimated fair values, for all share-based awards made to employees and directors, including stock options, restricted stock, restricted stock units and
participation in the Companys employee stock purchase plan. In adopting SFAS No. 123(R), the Company used the modified prospective application transition method, as of November 1, 2005, the first day of the Companys fiscal year
2006. Share-based compensation expense recognized under SFAS No. 123(R) for the first quarter of 2007 and 2006 was $0.1 million and $0.2 million, respectively.
SFAS No. 123(R) requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is
recognized as expense in the Companys consolidated statements of income over the requisite service periods. Share-based compensation expense recognized in the Companys consolidated statements of income for the first three months of 2007
and 2006 includes compensation expense for share-based awards granted prior to, but not yet vested as of October 31, 2005, based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123. No options have been
granted in 2007 and 2006. For any options granted in the future, compensation expense will be based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123(R).
The Company will use the straight-line single option method of expensing stock options for to recognize compensation expense in its consolidated
statements of income for all share-based awards. Because share-based compensation expense is based on awards that are ultimately expected to vest, share-based compensation expense will be reduced to account for estimated forfeitures. SFAS
No. 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
NOTE 2 RECENT ACCOUNTING STANDARDS
In May 2005, the FASB issued SFAS No. 154,
Accounting Changes and Error Corrections. SFAS No. 154 replaces APB Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. It applies to
all voluntary changes in accounting principle and requires that they be reported via retrospective application. It is effective for all accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005 (2007
for the Company). The adoption of this statement did not have a material impact on the consolidated financial statements.
In June 2006,
the FASB issued FIN No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of SFAS No. 109, Accounting for Income Taxes, to create a single model to address accounting for uncertainty in tax positions. FIN No. 48
clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement,
classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company will adopt FIN 48 as of November 1, 2007, as required.
The cumulative effect of adopting FIN No. 48 will be recorded in retained earnings and other accounts as applicable. The Company has not determined the effect, if any, the adoption of FIN No. 48 will have on the Companys consolidated
financial position and results of operations.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No.157 is effective in fiscal years beginning after November 15,
2007 (2008 for the Company). The adoption of this statement is not expected to have a material impact on the consolidated financial statements.
In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Pension and Other Postretirement Plans. This Statement requires recognition of the funded status of a single-employer defined benefit
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postretirement plan as an asset or liability in its statement of financial position. Funded status is determined as the difference between the fair value of
plan assets and the benefit obligation. Changes in that funded status should be recognized in other comprehensive income. This recognition provision and the related disclosures are effective as of the end of the fiscal year ending after
December 15, 2006 (2007 for the Company). The Statement also requires the measurement of plan assets and benefit obligations as of the date of the fiscal year-end statement of financial position. This measurement provision is effective for
fiscal years ending after December 15, 2008 (2009 for the Company). The effect of this pronouncement on the Companys consolidated financial statements for 2007 is expected to be an increase in the Companys liabilities of $34 million
and a decrease in shareholders equity of $34 million.
NOTE 3 SALE OF EUROPEAN ACCOUNTS RECEIVABLE
Pursuant to the terms of a Receivable Purchase Agreement (the RPA) dated October 28, 2004 between Greif Coordination Center BVBA (the
Seller), an indirect wholly-owned subsidiary of Greif, Inc., and a major international bank (the Buyer), the Seller agreed to sell trade receivables meeting certain eligibility requirements that Seller had purchased from
other indirect wholly-owned subsidiaries of Greif, Inc., including Greif Belgium BVBA, Greif Germany GmbH, Greif Nederland BV, Greif Spain SA and Greif UK Ltd, under discounted receivables purchase agreements and from Greif France SAS under a
factoring agreement. The RPA was amended on October 28, 2005 to include receivables originated by Greif Portugal Lda, also an indirect wholly-owned subsidiary of Greif, Inc. In addition, on October 28, 2005, Greif Italia S.P.A., also an
indirect wholly-owned subsidiary of Greif, Inc., entered into the Italian Receivables Purchase Agreement with the Italian branch of the major international bank (the Italian RPA) with Greif Italia S.P.A., agreeing to sell trade
receivables that meet certain eligibility criteria to the Italian branch of the major international bank. The Italian RPA is similar in structure and terms as the RPA. The maximum amount of receivables that may be sold under the RPA and the Italian
RPA is 90 million ($116.4 million) at January 31, 2007.
The structure of the transaction provides for a legal true sale,
on a revolving basis, of the receivables transferred from the various Greif, Inc. subsidiaries to Seller and from Seller to Buyer. The Buyer funds an initial purchase price of a certain percentage of eligible receivables based on a formula with the
initial purchase price approximating 70 percent to 80 percent of eligible receivables, as defined. The remaining deferred purchase price is settled upon collection of the receivables. At the balance sheet reporting dates, the Company removes from
accounts receivable the amount of proceeds received from the initial purchase price since they meet the applicable criteria of SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities, and continues to recognize the deferred purchase price in its accounts receivable. The receivables are sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to Buyer between the
semi-monthly settlement dates. At January 31, 2007, 73.9 million ($95.6 million) of accounts receivable were sold under the RPA and Italian RPA.
At the time the receivables are initially sold, the difference between the carrying amount and the fair value of the assets sold are included as a loss on sale in the consolidated statements of income. Expenses,
primarily related to the loss on sale of receivables, associated with the RPA and Italian RPA totaled 0.5 million ($0.6 million) and 0.3 million ($0.3 million) for the three months ended January 31, 2007 and 2006,
respectively. Expenses associated with the RPA and Italian RPA totaled 0.7 million ($0.9 million) and 0.4 million ($0.5 million) for the three months ended January 31, 2007 and 2006, respectively. Additionally, the Company
performs collections and administrative functions on the receivables sold similar to the procedures it uses for collecting all of its receivables, including receivables that are not sold under the RPA and Italian RPA. The servicing liability for
these receivables is not material to the consolidated financial statements.
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NOTE 4 INVENTORIES
Inventories are summarized as follows (Dollars in thousands):
Finished goods
Raw materials and work-in-process
Reduction to state inventories on last-in, first-out basis
NOTE 5 NET ASSETS HELD FOR SALE
Net assets held for sale represent land, buildings and land improvements less accumulated depreciation for locations that meet the classification
requirements of net assets held for sale as defined in SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets. As of January 31, 2007, there were five facilities held for sale. The net assets held for sale are
being marketed for sale and it is the Companys intention to complete the sales within the upcoming year.
NOTE 6 GOODWILL AND OTHER
INTANGIBLE ASSETS
The Company periodically reviews goodwill and indefinite-lived intangible assets for impairment as required by
SFAS No. 142, Goodwill and Other Intangible Assets. The Company has concluded that no impairment exists at this time.
Changes to the carrying amount of goodwill for the three-month period ended January 31, 2007 are as follows (Dollars in thousands):
Industrial
Packaging &
Services
Paper,
Packaging &
Services
Balance at October 31, 2006
Goodwill acquired
Currency translation
Balance at January 31, 2007
The 2007 goodwill acquired of $70.7 million is preliminary and primarily relates to acquisition of
industrial packaging companies in Europe, Asia and North America.
All other intangible assets for the periods presented, except for $8.6
million, related to the Tri-Sure Trademark, Blagden Express Tradename and Closed-loop Tradename, are subject to amortization and are being amortized using the straight-line method over periods that range from two to 20 years. The detail of other
intangible assets by class as of January 31, 2007 and October 31, 2006 are as follows (Dollars in thousands):
Gross
Intangible
Assets
Accumulated
Amortization
Net
Intangible
Assets
January 31, 2007:
Trademarks and patents
Non-compete agreements
Customer relationships
Other
Total
October 31, 2006:
Trademarks and patents
Non-compete agreements
Customer relationships
Other
Total
During the first three months of 2007, other intangible assets increased by $88.0 million. The
increase in other intangible assets is based on preliminary purchase price allocations related to the acquisition of industrial packaging companies in Europe, Asia and North America. Amortization expense for the three months ended January 31,
2007 was $3.1 million. Amortization expense for the next five years is expected to be $18.2 million in 2007, $18.1 million in 2008, $14.6 million in 2009, $14.2 million in 2010 and $13.3 million in 2011.
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NOTE 7 RESTRUCTURING CHARGES
The focus for restructuring activities in 2007 will be on integration of acquisitions in the Industrial Packaging & Services segment and on
alignment to market focused strategy in the Paper, Packaging & Services segment. During the first quarter of 2007, the Company recorded restructuring charges of $2.0 million, consisting of $0.7 million in employee separation costs, $0.4
million in asset impairments, and $0.9 million in other costs. The remaining restructuring charges for the above activities are anticipated to be $7.6 million for the remainder of 2007.
In 2006, the focus was on the final waves of global implementation of the Greif Business System. During the first quarter of 2006, the Company recorded
restructuring charges of $5.5 million, consisting of $2.9 million in employee separation costs, $1.2 million in asset impairments, $0.1 million of professional fees, and $1.2 million in other costs. One company-owned plant in the Paper,
Packaging & Services segment was closed. The Industrial Packaging & Services segment reduced the number of plants in the United Kingdom from five to three. In addition, severance costs were incurred due to the elimination of
certain administrative positions.
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For each business segment, restructuring charges incurred in 2007 are as follows (Dollars in thousands):
Amounts
Incurred
Fiscal Year-
to-Date
Total
Amounts
Expected
to be
Incurred
Industrial Packaging & Services:
Employee separation costs
Asset impairments
Professional fees
Other restructuring costs
Paper, Packaging & Services:
Employee separation costs
Asset impairments
Professional fees
Other restructuring costs
Total
The following is a reconciliation of the beginning and ending restructuring reserve balances for
the three-month period ended January 31, 2007 (Dollars in thousands):
Balance at October 31, 2006
Costs incurred and charged to expense
Costs paid or otherwise settled
Balance at January 31, 2007
NOTE 8 SIGNIFICANT NONSTRATEGIC TIMBERLAND TRANSACTIONS AND CONSOLIDATION OF VARIABLE INTEREST
ENTITIES
On March 28, 2005, Soterra LLC (a wholly owned subsidiary) entered into two real estate purchase and sale agreements
with Plum Creek Timberlands, L.P. (Plum Creek) to sell approximately 56,000 acres of timberland and related assets located primarily in Florida for an aggregate sales price of approximately $90 million, subject to closing adjustments. In
connection with the closing of one of these agreements, Soterra LLC sold approximately 35,000 acres of timberland and associated assets in Florida, Georgia and Alabama for $51.0 million, resulting in a pretax gain of $42.1 million, on May 23,
2005. The purchase price was paid in the form of cash and a $50.9 million purchase note payable by an indirect subsidiary of Plum Creek (the Purchase Note). Soterra LLC contributed the Purchase Note to STA Timber LLC (STA
Timber), one of the Companys indirect wholly owned subsidiaries. The Purchase Note is secured by a Deed of Guarantee issued by Bank of America, N.A., London Branch, in an amount not to exceed $52.3 million (the Deed of
Guarantee), as a guarantee of the due and punctual payment of principal and interest on the Purchase Note. The Company completed the second phase of its previously reported $90 million sale of timberland, timber and associated assets in the
first quarter of 2006. In this phase, the Company
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sold 15,300 acres of timberland holdings in Florida for $29.3 million in cash, resulting in a pre-tax gain of $27.4 million. The final phase of this
transaction, approximately 5,700 acres sold for $9.7 million, occurred on April 28, 2006 and the Company recognized additional timberland gains in its consolidated statements of income in the periods that these transactions occurred resulting
in a pre-tax gain of $9.0 million.
On May 31, 2005, STA Timber issued in a private placement its 5.20 percent Senior Secured Notes
due August 5, 2020 (the Monetization Notes) in the principal amount of $43.3 million. In connection with the sale of the Monetization Notes, STA Timber entered into note purchase agreements with the purchasers of the Monetization
Notes (the Note Purchase Agreements) and related documentation. The Monetization Notes are secured by a pledge of the Purchase Note and the Deed of Guarantee. The Monetization Notes may be accelerated in the event of a default in payment
or a breach of the other obligations set forth therein or in the Note Purchase Agreements or related documents, subject in certain cases to any applicable cure periods, or upon the occurrence of certain insolvency or bankruptcy related events. The
Monetization Notes are subject to a mechanism that may cause them, subject to certain conditions, to be extended to November 5, 2020. The proceeds from the sale of the Monetization Notes were primarily used for the repayment of indebtedness.
The Company has consolidated the assets and liabilities of STA Timber in accordance with FASB Interpretation No. 46R,
Consolidation of Variable Interest Entities. Because STA Timber is a separate and distinct legal entity from Greif, Inc. and its other subsidiaries, the assets of STA Timber are not available to satisfy the liabilities and obligations of
these entities and the liabilities of STA Timber are not liabilities or obligations of these entities. In addition, Greif, Inc. and its other subsidiaries have not extended any form of guaranty of the principal or interest on the Monetization Notes.
Accordingly, Greif, Inc. and its other subsidiaries will not become directly or contingently liable for the payment of the Monetization Notes at any time.
The Company has also consolidated the assets and liabilities of the buyer-sponsored special purpose entity (the Buyer SPE) involved in these transactions as the result of Interpretation 46R. However,
because the Buyer SPE is a separate and distinct legal entity from the Company, the assets of the Buyer SPE are not available to satisfy the liabilities and obligations of the Company and the liabilities of the Buyer SPE are not liabilities or
obligations of the Company.
Assets of the Buyer SPE at January 31, 2007 and October 31, 2006 consist of restricted bank
financial instruments of $50.9 million. STA Timber had long-term debt of $43.3 million as of January 31, 2007 and October 31, 2006. STA Timber is exposed to credit-related losses in the event of nonperformance by the issuer of the Deed of
Guarantee, but the Company does not expect that issuer to fail to meet its obligations. The accompanying consolidated income statements for the three month periods ended January 31, 2007 and 2006 includes interest expense on STA Timber debt of
NOTE 9 DEBT
Long-term debt is summarized as follows (Dollars in thousands):
January 31,
2007
October 31,
2006
Credit Agreement
Senior Subordinated Notes
Trade accounts receivable credit facility
Other long-term debt
Credit Agreement
The Company and certain of its international subsidiaries, as borrowers, have entered into a Credit Agreement (the Credit Agreement) with a syndicate of financial institutions that provides for a $450.0
million revolving multicurrency credit facility. The revolving multicurrency credit facility is available for ongoing working capital and general corporate purposes. Interest is based on a euro currency rate or an alternative base rate that resets
periodically plus a calculated margin amount. As of January 31, 2007, $356.5 million was outstanding under the
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Credit Agreement. The weighted average interest rate on the Credit Agreement was 5.04 percent for the three months ended January 31, 2007, and the
interest rate was 5.12 percent at January 31, 2007 and 5.85 percent at October 31, 2006.
The Credit Agreement contains certain
covenants, which include financial covenants that require the Company to maintain a certain leverage ratio and a minimum coverage of interest expense. At January 31, 2007, the Company was in compliance with these covenants.
Senior Subordinated Notes
The Company has
issued Senior Subordinated Notes in the aggregate principal amount of $250.0 million, receiving net proceeds of approximately $248.0 million before expenses. During 2005, the Company purchased $2.0 million of the Senior Subordinated Notes. At
January 31, 2007, the outstanding balance, which included losses on fair value hedges the Company had in place to hedge interest rate risk, was $242.8 million under the Senior Subordinated Notes. Interest on the Senior Subordinated Notes is
payable semi-annually at the annual rate of 8.875 percent.
On February 9, 2007, the Company completed a tender offer for its 8.875
percent Senior Subordinated Notes. In the tender offer, the Company purchased $245.6 million aggregate principal amount of Senior Subordinated Notes, which represented 99 percent of the outstanding notes. As a result of this transaction, a debt
extinguishment charge of approximately $23.5 million ($14.5 million in cash and $9.0 million in non-cash items, such as write-off of unamortized capitalized debt issuance costs) will be recorded in our second quarter of 2007.
The fair value of the Senior Subordinated Notes was approximately $257.7 million and $256.0 million at January 31, 2007 and October 31, 2006,
respectively, based on quoted market prices. The Indenture pursuant to which the Senior Subordinated Notes were issued contains certain covenants. At January 31, 2007, the Company was in compliance with these covenants.
A description of the guarantees of the Senior Subordinated Notes by the Companys United States subsidiaries is included in Note 18.
Senior Notes
On February 9, 2007, the
Company issued $300.0 million of 6.75 percent Senior Notes due February 1, 2017. Proceeds from the issuance of Senior Notes were principally used to fund the purchase of the Senior Subordinated Notes in the tender offer and general corporate
purposes.
Trade Accounts Receivable Credit Facility
On October 31, 2003, the Company entered into a five-year, up to $120.0 million, credit facility with an affiliate of a bank in connection with the securitization of certain of the Companys trade accounts
receivable in the United States. The credit facility is secured by certain of the Companys trade accounts receivable in the United States and bears interest at a variable rate based on the London InterBank Offered Rate (LIBOR) plus
a margin or other agreed upon rate (5.87 percent interest rate at both January 31, 2007 and October 31, 2006). The Company can terminate this facility at any time upon 60 days prior written notice. In connection with this transaction, the
Company established Greif Receivable Funding LLC (GRF), which is included in the Companys consolidated financial statements. However, because GRF is a separate and distinct legal entity from the Company, the assets of GRF are not
available to satisfy the liabilities and obligations of the Company and the liabilities of GRF are not the liabilities or obligations of the Company. This entity purchases and services the Companys trade accounts receivable that are subject to
this credit facility. There was a total of $91.8 million and $120.0 million outstanding under the trade accounts receivable credit facility at January 31, 2007 and October 31, 2006, respectively.
The trade accounts receivable credit facility provides that in the event the Company breaches any of its financial covenants under the Credit Agreement,
and the majority of the lenders thereunder consent to a waiver thereof, but the provider of the trade accounts receivable credit facility does not consent to any such waiver, then the Company must within 90 days of providing notice of the breach,
pay all amounts outstanding under the trade accounts receivable credit facility.
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Other
In addition to the amounts borrowed against the Credit Agreement and proceeds from the Senior Subordinated Notes and the trade accounts receivable credit facility, the Company had outstanding debt of $81.5 million and $33.0 million,
comprised of $31.2 million and $3.7 million in long-term debt and $50.3 million and $29.3 million in short-term borrowings, at January 31, 2007 and October 31, 2006, respectively.
NOTE 10 FINANCIAL INSTRUMENTS
The
carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings at January 31, 2007 and October 31, 2006 approximate their fair values because of the short-term
nature of these items.
The estimated fair values of the Companys long-term debt was $741.2 million and $499.2 million as compared to
the carrying amounts of $722.3 million and $481.4 million at January 31, 2007 and October 31, 2006, respectively. The fair values of the Companys long-term obligations are estimated based on either the quoted market prices for the
same or similar issues or the current interest rates offered for debt of the same remaining maturities.
The Company uses derivatives from
time to time to partially mitigate the effect of exposure to interest rate movements, exposure to foreign currency fluctuations, and energy cost fluctuations. The Company records derivatives based on SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, and related amendments. This Statement requires that all derivatives be recognized as assets or liabilities in the balance sheet and measured at fair value. Changes in the fair value of
derivatives are recognized in either net income or in other comprehensive income, depending on the designated purpose of the derivative.
The Company had interest rate swap agreements with an aggregate notional amount of $130.0 million at both January 31, 2007 and October 31, 2006 with various maturities through 2012. The interest rate swap agreements are used to
fix a portion of the interest on the Companys variable rate debt. Under certain of these agreements, the Company receives interest quarterly from the counterparties equal to LIBOR and pays interest at a fixed rate of 5.56 percent over the life
of the contracts. The Company was also party to agreements in which it received interest semi-annually from the counterparties equal to a fixed rate of 8.875 percent and pays interest based on LIBOR plus a margin. These agreements were terminated
during the first quarter of 2006. In conjunction with this termination, the Company paid $4.8 million to the counterparties, which will be amortized over the remaining term of the Senior Subordinated Notes. A liability for the loss on interest rate
swap contracts, which represented their fair values, in the amount of $0.4 million and $1.0 million was recorded at January 31, 2007 and October 31, 2006, respectively.
At January 31, 2007, the Company had cross-currency interest rate swaps to hedge its net investment in its European subsidiaries. Under these
agreements, the Company receives interest semi-annually from the counterparties equal to a fixed rate of 8.875 percent on $248.0 million and pays interest at a fixed rate of 6.80 percent on 206.7 million. Upon maturity of these swaps on
August 1, 2007, the Company will be required to pay 206.7 million to the counterparties and receive $248.0 million from the counterparties. A liability for the loss on these agreements of $19.7 million representing their fair values
was recorded at January 31, 2007, and accumulated other comprehensive income (loss) of ($19.7) million was recorded at January 31, 2007.
At January 31, 2007, the Company had outstanding foreign currency forward contracts in the notional amount of $39.3 million ($45.2 million at October 31, 2006). The purpose of these contracts is to hedge the Companys
exposure to foreign currency transactions and short-term intercompany loan balances in its international businesses. The fair value of these contracts at January 31, 2007 resulted in a loss of $0.1 million recorded in the consolidated statement
of income and a gain of $1.9 million recorded on the consolidated balance sheet. The fair value of similar contracts at October 31, 2006 resulted in a loss of $0.1 million recorded in the consolidated statement of income and a gain of $2.1
million recorded on the consolidated balance sheet.
The Company has entered into certain cash flow hedges to mitigate its exposure to cost
fluctuations in natural gas prices through October 31, 2007. The fair value of the energy hedges was an unfavorable position of $0.9 million ($0.6 million net of tax) at January 31, 2007, compared to an unfavorable position of $1.5
million ($0.9 million net of tax) at October 31, 2006. As a result of the high correlation between the hedged instruments and the underlying transactions, ineffectiveness has not had a material impact on the Companys consolidated
statements of income for the quarter ended January 31, 2007.
-14-
While the Company may be exposed to credit losses in the event of nonperformance by the counterparties to
its derivative financial instrument contracts, its counterparties are established banks and financial institutions with high credit ratings. The Company has no reason to believe that such counterparties will not be able to fully satisfy their
obligations under these contracts.
The fair values of all derivative financial instruments are estimated based on current settlement
prices of comparable contracts obtained from dealer quotes or published market prices. The values represent the estimated amounts the Company would pay or receive to terminate the agreements at the reporting date.
During the next nine months, the Company expects to reclassify into earnings a net gain from accumulated other comprehensive income (loss) of
approximately $0.8 million after tax at the time the underlying hedge transactions are realized.
NOTE 11 CAPITAL STOCK
Class A Common Stock is entitled to cumulative dividends of 1 cent a share per year after which Class B Common Stock is entitled to non-cumulative
dividends up to one half cent per share per year. Further distribution in any year must be made in proportion of one cent a share for Class A Common Stock to one and a half cents a share for Class B Common Stock. The Class A Common Stock
has no voting rights unless four quarterly cumulative dividends upon the Class A Common Stock are in arrears or unless changes are proposed to the Companys certificate of incorporation. The Class B Common Stock has full voting rights.
There is no cumulative voting for the election of directors.
The following table summarizes the Companys Class A and Class B
common and treasury shares at the specified dates:
January 31, 2007:
Class A Common Stock
Class B Common Stock
October 31, 2006:
Class A Common Stock
Class B Common Stock
-15-
On February 26, 2007, shareholders approved an increase in the number of the Companys
authorized shares to 128,000,000 shares of Class A Common Stock and 69,120,000 shares of Class B Common Stock. Subsequent to the aforementioned approval, the Companys Board of Directors authorized a 2-for-1 stock split of the
Companys Class A Common Stock and Class B Common Stock. The split will be effective on April 11, 2007 to shareholders of record on March 19, 2007. The stock split will require retroactive restatement of all historical shares and
per share data in the Companys financial statements for the second quarter ending April 30, 2007.
All references to the number
of shares and per share amounts in the Consolidated Financial Statements are presented on a pre-split basis.
The Companys historical
earnings per share on a pro forma basis, assuming the stock split had occurred on November 1, 2005, would be as follows:
Basic earnings per share:
Class A Common Stock
Class B Common Stock
Diluted earnings per share:
Class A Common Stock
Class B Common Stock
NOTE 12 STOCK OPTIONS
In 2001, the Company adopted the 2001 Management Equity Incentive and Compensation Plan (the 2001 Plan). The provisions of the 2001 Plan allow
the awarding of incentive and nonqualified stock options and restricted and performance shares of Class A Common Stock to key employees. The maximum number of shares that may be issued each year is determined by a formula that takes into
consideration the total number of shares outstanding and is also subject to certain limits. In addition, the maximum number of incentive stock options that will be issued under the 2001 Plan during its term is 2,500,000 shares.
Prior to 2001, the Company had adopted a Nonstatutory Stock Option Plan (the 2000 Plan) that provides the discretionary granting of
nonstatutory options to key employees, and an Incentive Stock Option Plan (the Option Plan) that provides the discretionary granting of incentive stock options to key employees and nonstatutory options for non-employees. The aggregate
number of the Companys Class A Common Stock options that may be granted under the 2000 Plan and Option Plan may not exceed 200,000 shares and 1,000,000 shares, respectively.
Under the terms of the 2001 Plan, the 2000 Plan and the Option Plan, stock options are granted at exercise prices equal to the market value of the common
stock on the date options are granted and become fully vested two years after date of grant. Options expire 10 years after date of grant.
In 2005, the Company adopted the 2005 Outside Directors Equity Award Plan (the 2005 Directors Plan), which provides the granting of stock options, restricted stock or stock appreciation rights to directors who are not employees
of the Company. Prior to 2005, the Directors Stock Option Plan (the Directors Plan) provided the granting of stock options to directors who are not employees of the Company. The aggregate number of the Companys Class A Common
Stock options that may be granted may not exceed 100,000 shares under each of these plans. Under the terms of both plans, options are granted at exercise prices equal to the market value of the common stock on the date options are granted and become
exercisable immediately. Options expire 10 years after date of grant.
No stock options were granted during 2007 and 2006.
-16-
Stock option activity was as follows (Shares in thousands):
Weighted
Average
Exercise
Weighted
Average
Exercise
Price
Beginning balance
Granted
Forfeited
Exercised
Ending balance
As of January 31, 2007, outstanding stock options had exercise prices and contractual lives
as follows:
Range of Exercise Prices
Number
Outstanding
Weighted-
Average
Remaining
Contractual
Life
$18-$28
$28-$38
$48-$58
$58-$68
There are 644,019 options that were exercisable at January 31, 2007 and 707,822 options that
were exercisable at October 31, 2006.
-17-
NOTE 13 DIVIDENDS PER SHARE
The following dividends per share were paid during the periods indicated:
Three months ended
January 31,
Class A Common Stock
Class B Common Stock
NOTE 14 CALCULATION OF 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 average shares used to
calculate basic and diluted earnings per share:
Three months ended
January 31,
Class A Common Stock:
Basic shares
Assumed conversion of stock options
Diluted shares
Class B Common Stock:
Basic and diluted shares
There were no stock options that were antidilutive as of January 31, 2007 and 14,000 stock
NOTE 15 COMPREHENSIVE INCOME
Comprehensive income is comprised of net income and other charges and credits to equity that are not the result of transactions with the Companys
owners. The components of comprehensive income, net of tax, are as follows (Dollars in thousands):
Three months ended
January 31,
Net income
Other comprehensive income (loss):
Foreign currency translation adjustment
Change in fair value of interest rate derivatives, net of tax
Change in fair value of energy derivatives, net of tax
Minimum pension liability adjustment, net of tax
Comprehensive income
-18-
NOTE 16 RETIREMENT PLANS AND POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS
The components of net periodic pension cost include the following (Dollars in thousands):
Three months ended
January 31,
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost, initial net asset and net actuarial gain
The Company made no pension contributions in the first quarter of 2007. Based on minimum funding
requirements, $16.3 million of pension contributions are estimated for the entire 2007 fiscal year.
The components of net periodic cost
for postretirement benefits include the following (Dollars in thousands):
Three months ended
January 31,
Service cost
Interest cost
Amortization of net prior service cost and recognized actuarial gain
NOTE 17 BUSINESS SEGMENT INFORMATION
The Company operates in three business segments: Industrial Packaging & Services; Paper, Packaging & Services; and Timber.
Operations in the Industrial Packaging & Services segment offer a comprehensive line of products and services, including steel, fibre, and
plastic drums, intermediate bulk containers, closure systems for industrial packaging products, polycarbonate water bottles, blending and packaging services, logistics and warehousing. These products are manufactured and sold in over 40 countries
throughout the world.
Operations in the Paper, Packaging & Services segment involve the production and sale of containerboard,
both semi-chemical and recycled, corrugated sheets, corrugated containers and multiwall bags and related services. These products are manufactured and sold in North America.
In the Timber segment, the Company is focused on the active harvesting and regeneration of its United States timber properties (approximately 265,800
acres of timberland were owned at January 31, 2007) to achieve sustainable long-term yields. The Company also owns approximately 36,700 acres of timberland in Canada, which are not actively managed at this time. We also sell, from time to time,
timberland and special use land.
The Companys reportable segments are strategic business units that offer different products. The
accounting policies of the reportable segments are substantially the same as those described in the Description of Business and Summary of Significant Accounting Policies note (see Note 1) in the 2006 Form 10-K.
-19-
The following segment information is presented for the periods indicated (Dollars in thousands):
Three months ended
January 31,
Net sales:
Industrial Packaging & Services
Paper, Packaging & Services
Timber
Total net sales
Operating profit:
Operating profit before restructuring charges and timberland gains:
Industrial Packaging & Services
Paper, Packaging & Services
Timber
Operating profit before restructuring charges and timberland gains
Restructuring charges:
Industrial Packaging & Services
Paper, Packaging & Services
Timber
Total restructuring charges
Timberland gains:
Timber
Total
Depreciation, depletion and amortization expense:
Industrial Packaging & Services
Paper, Packaging & Services
Timber
Total depreciation, depletion and amortization expense
January 31,
2007
October 31,
2006
Assets:
Industrial Packaging & Services
Paper, Packaging & Services
Timber
Total segments
Corporate and other
Total assets
-20-
The following table presents net sales to external customers by geographic area (Dollars in thousands):
Three months ended
January 31,
Net sales:
North America
Europe
Other
Total net sales
The following table presents total assets by geographic area (Dollars in thousands):
January 31,
2007
Assets:
North America
Europe
Other
Total assets
NOTE 18 SUMMARIZED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
The Senior Subordinated Notes, more fully described in Note 9 Debt, are fully guaranteed, jointly and severally, by the Companys United
States subsidiaries (Guarantor Subsidiaries). The Companys non-United States subsidiaries are not guaranteeing the Senior Subordinated Notes (Non-Guarantor Subsidiaries). Presented below are summarized condensed
consolidating financial statements of Greif, Inc. (the Parent), which includes certain of the Companys operating units, the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries and the Company on a consolidated basis. These
summarized condensed consolidating financial statements are prepared using the equity method. Separate financial statements for the Guarantor Subsidiaries are not presented based on managements determination that they do not provide additional
information that is material to investors. As discussed in Note 9, substantially all (99 percent) of the Senior Subordinated Notes outstanding were redeemed on February 9, 2007 pursuant to the Companys tender offer.
-21-
Condensed Consolidating Statements of Operations
For the three months ended January 31, 2007
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Net sales
Cost of products sold
Gross profit
Selling, general and administrative expenses
Restructuring charges
Gain on sale of assets
Operating profit
Interest expense, net
Other income (loss), net
Income before income taxes and equity in earnings of affiliates
Income taxes
Equity in earnings of affiliates
Net income (loss)
Condensed Consolidating Statement of Operations
Three months ended January 31, 2006
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Net sales
Cost of products sold
Gross profit
Selling, general and administrative expenses
Restructuring charges
Gain on sale of assets
Operating profit
Interest expense, net
Other income (loss), net
Income before income taxes and equity in earnings of affiliates
Income taxes
Equity in earnings of affiliates
Net income (loss)
-22-
Condensed Consolidating Balance Sheets
As of January 31, 2007
-23-
Condensed Consolidating Balance Sheets
As of October 31, 2006
-24-
Condensed Consolidating Statements of Cash Flows
For the three months ended January 31, 2007
Cash flows from operating activities:
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Acquisitions of other companies, net of cash acquired
Purchases of properties, plants and equipment
Purchases of timber properties
Proceeds from the sale of properties, plants and equipment
Increase in note receivable
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issuance of long-term debt
Payments on long-term debt
Proceeds on short-term borrowings
Exercise of stock options
Dividends paid
Other, net
ITEM 1.
CONSOLIDATED FINANCIAL STATEMENTS
2007
2006
$
750,759
$
582,316
620,673
492,644
130,086
89,672
74,609
59,454
2,037
5,468
62
31,569
5,139
1,642
58,641
57,961
12,034
9,173
(736
)
(393
)
45,871
48,395
11,559
14,954
(333
)
(89
)
$
33,979
$
33,352
$
1.18
$
1.16
$
1.75
$
1.73
$
1.15
$
1.13
$
1.75
$
1.73
(Unaudited)
$
78,470
$
187,101
360,394
315,661
259,542
205,004
14,479
15,814
3,381
3,374
81,821
66,083
798,087
793,037
37,907
626
355,342
286,552
148,367
63,587
50,891
50,891
86,852
52,359
679,359
454,015
195,245
195,115
126,764
81,768
341,046
317,110
992,626
930,924
77,725
53,099
1,733,406
1,578,016
(686,480
)
(637,067
)
1,046,926
940,949
$
2,524,372
$
2,188,001
October 31,
2006
(Unaudited)
$
309,226
$
301,753
42,613
65,513
6,377
8,391
50,346
29,321
109,910
86,321
518,472
491,299
722,300
481,408
210,421
179,329
17,507
18,639
46,549
47,702
43,250
43,250
93,504
77,488
1,133,531
847,816
4,828
4,875
67,159
56,765
(80,991
)
(81,643
)
924,930
901,267
(10,428
)
1,525
(1,426
)
(1,861
)
(606
)
(945
)
(31,097
)
(31,097
)
867,541
844,011
$
2,524,372
$
2,188,001
2007
2006
$
33,979
$
33,352
26,172
24,673
851
1,173
27,084
13,731
(5,907
)
(1,643
)
(62
)
(31,569
)
333
89
14,316
(6,693
)
(17,251
)
(5,328
)
(14,203
)
(10,424
)
(30,200
)
2,134
(8,159
)
626
(32,909
)
(24,070
)
(24,791
)
(10,979
)
(1,990
)
(336
)
12,044
(2,700
)
(2,247
)
267
25,308
(458
)
2,368
(18,155
)
(310,798
)
(34,303
)
(12,559
)
(400
)
(35,459
)
(29,748
)
5,694
36,490
(369,555
)
(11,528
)
609,000
287,727
(389,685
)
(264,112
)
41,907
9,684
(10,315
)
(6,811
)
(3,202
)
8,920
1,483
259,827
24,769
(1,271
)
(2,076
)
(108,631
)
(6,990
)
187,101
122,411
$
78,470
$
115,421
January 31,
2007
October 31,
2006
$
77,349
$
53,621
216,299
186,065
293,648
239,686
(34,106
)
(34,682
)
$
259,542
$
205,004
Total
$
253,724
$
32,828
$
286,552
70,705
70,705
(1,915
)
(1,915
)
$
322,514
$
32,828
$
355,342
$
37,611
$
8,963
$
28,648
27,339
4,498
22,840
95,714
3,460
92,254
8,163
3,539
4,625
$
168,827
$
20,460
$
148,367
$
17,290
$
7,992
$
9,298
5,033
3,709
1,324
43,115
2,343
40,772
15,575
3,382
12,193
$
81,013
$
17,426
$
63,587
$
333
$
3,850
430
2,030
1
275
409
2,500
1,173
8,655
414
450
15
450
480
864
945
$
2,037
$
9,600
Cash Charges
Non-cash Charges
Employee
Separation
Costs
Other
Costs
Asset
Impairments
Total
$
8,391
$
$
$
8,391
747
860
430
2,037
(3,843
)
222
(430
)
(4,051
)
$
5,295
$
1,082
$
$
6,377
$
356,530
$
115,198
242,783
242,560
91,757
120,000
31,230
3,650
$
722,300
$
481,408
Authorized
Shares
Issued
Shares
Outstanding
Shares
Treasury
Shares
32,000,000
21,140,960
11,825,550
9,315,410
17,280,000
17,280,000
11,515,533
5,764,467
32,000,000
21,140,960
11,634,153
9,506,807
17,280,000
17,280,000
11,515,533
5,764,467
Three Months ended January 31,
2007
2006
$
0.59
$
0.58
$
0.87
$
0.86
$
0.58
$
0.57
$
0.87
$
0.86
Three months ended
January 31, 2007
Year ended
October 31, 2006
Shares
Price
Shares
817
$
31.24
979
$
30.68
173
$
31.43
162
$
27.88
644
$
34.00
817
$
31.24
305,937
5 years
238,159
4 years
87,923
8 years
12,000
8 years
2007
2006
$
0.36
$
0.24
$
0.53
$
0.35
2007
2006
11,713,056
11,542,159
341,522
326,172
12,054,578
11,868,331
11,515,533
11,538,645
2007
2006
$
33,979
$
33,352
(11,953
)
2,944
435
425
339
(582
)
(2
)
$
22,800
$
36,137
2007
2006
$
3,419
$
3,629
6,827
6,208
(7,767
)
(7,361
)
1,309
1,533
$
3,788
$
4,009
2007
2006
$
11
$
8
527
586
(269
)
(163
)
$
269
$
431
2007
2006
$
581,704
$
429,720
164,826
147,039
4,229
5,557
$
750,759
$
582,316
$
36,085
$
24,240
18,039
4,257
6,492
3,363
60,616
31,860
1,173
4,221
864
1,236
11
2,037
5,468
62
31,569
$
58,641
$
57,961
$
17,652
$
15,082
7,228
8,008
1,292
1,583
$
26,172
$
24,673
$
1,775,520
$
1,340,553
402,521
401,425
248,895
250,310
2,426,936
1,992,288
97,436
195,713
$
2,524,372
$
2,188,001
2007
2006
$
429,888
$
339,141
212,032
156,029
108,839
87,146
$
750,759
$
582,316
October 31,
2006
$
1,261,707
$
1,264,886
593,019
367,288
669,646
555,827
$
2,524,372
$
2,188,001
Parent
Eliminations
Consolidated
$
610
$
430,086
$
375,485
$
(55,422
)
$
750,759
239
364,845
311,011
(55,422
)
620,673
371
65,241
64,474
130,086
348
36,062
38,199
74,609
865
1,172
2,037
4,443
758
5,201
23
32,757
25,861
58,641
8,390
1,927
1,717
12,034
754
(6,504
)
4,681
(1,069
)
(7,613
)
24,326
28,825
45,538
(2,003
)
6,130
7,432
11,559
39,589
(39,589
)
$
33,979
$
18,196
$
21,393
$
(39,589
)
$
33,979
Parent
Eliminations
Consolidated
$
1,154
$
350,535
$
296,171
$
(65,544
)
$
582,316
836
308,965
248,387
(65,544
)
492,644
318
41,570
47,784
89,672
199
30,097
29,158
59,454
2,244
3,224
5,468
32,394
817
33,211
119
41,623
16,219
57,961
8,168
1,533
9,701
4
(3,050
)
3,092
46
123
30,405
17,778
48,306
38
9,395
5,521
14,954
33,267
(33,267
)
$
33,352
$
21,010
$
12,257
$
(33,267
)
$
33,352
Parent
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminations
Consolidated
$
(217,920
)
$
66,431
$
160,961
$
$
9,472
(37,325
)
(273,473
)
(310,798
)
(31,892
)
(9,515
)
(41,407
)
(400
)
(400
)
4,618
1,076
5,694
(29,748
)
(29,748
)
(64,999
)
(311,660
)
(376,659
)
609,000
609,000
(389,685
)
(389,685
)
41,907
41,907
8,920
8,920
(10,315
)
(10,315
)