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

 


LOGO

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)

Registrant’s 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 issuer’s 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

 

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(Dollars in thousands, except per share amounts)

 

    

Three months ended

January 31,

 
     2007     2006  

Net sales

   $ 750,759     $ 582,316  

Cost of products sold

     620,673       492,644  
                

Gross profit

     130,086       89,672  

Selling, general and administrative expenses

     74,609       59,454  

Restructuring charges

     2,037       5,468  

Gain on sale of timberland

     62       31,569  

Gain on disposal of properties, plants and equipment, net

     5,139       1,642  
                

Operating profit

     58,641       57,961  

Interest expense, net

     12,034       9,173  

Other income (loss), net

     (736 )     (393 )
                

Income before income tax expense and equity in earnings of affiliates and minority interests

     45,871       48,395  

Income tax expense

     11,559       14,954  

Equity in earnings of affiliates and minority interests

     (333 )     (89 )
                

Net income

   $ 33,979     $ 33,352  
                

Basic earnings per share:

    

Class A Common Stock

   $ 1.18     $ 1.16  

Class B Common Stock

   $ 1.75     $ 1.73  

Diluted earnings per share:

    

Class A Common Stock

   $ 1.15     $ 1.13  

Class B Common Stock

   $ 1.75     $ 1.73  

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

 
     (Unaudited)        

Current assets

    

Cash and cash equivalents

   $ 78,470     $ 187,101  

Trade accounts receivable, less allowance of $10,102 in 2007 and $8,575 in 2006

     360,394       315,661  

Inventories

     259,542       205,004  

Net assets held for sale

     14,479       15,814  

Deferred tax assets

     3,381       3,374  

Prepaid expenses and other current assets

     81,821       66,083  
                
     798,087       793,037  
                

Long-term assets

    

Long-term notes receivable

     37,907       626  

Goodwill, net of amortization

     355,342       286,552  

Other intangible assets, net of amortization

     148,367       63,587  

Assets held by special purpose entities (Note 8)

     50,891       50,891  

Other long-term assets

     86,852       52,359  
                
     679,359       454,015  
                

Properties, plants and equipment

    

Timber properties, net of depletion

     195,245       195,115  

Land

     126,764       81,768  

Buildings

     341,046       317,110  

Machinery and equipment

     992,626       930,924  

Capital projects in progress

     77,725       53,099  
                
     1,733,406       1,578,016  

Accumulated depreciation

     (686,480 )     (637,067 )
                
     1,046,926       940,949  
                
   $ 2,524,372     $ 2,188,001  
                

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

    October 31,
2006
 
     (Unaudited)        

Current liabilities

    

Accounts payable

   $ 309,226     $ 301,753  

Accrued payrolls and employee benefits

     42,613       65,513  

Restructuring reserves

     6,377       8,391  

Short-term borrowings

     50,346       29,321  

Other current liabilities

     109,910       86,321  
                
     518,472       491,299  
                

Long-term liabilities

    

Long-term debt

     722,300       481,408  

Deferred tax liability

     210,421       179,329  

Pension liability

     17,507       18,639  

Postretirement benefit liability

     46,549       47,702  

Liabilities held by special purpose entities (Note 8)

     43,250       43,250  

Other long-term liabilities

     93,504       77,488  
                
     1,133,531       847,816  
                

Minority interest

     4,828       4,875  
                

Shareholders’ equity

    

Common stock, without par value

     67,159       56,765  

Treasury stock, at cost

     (80,991 )     (81,643 )

Retained earnings

     924,930       901,267  

Accumulated other comprehensive income (loss):

    

- foreign currency translation

     (10,428 )     1,525  

- interest rate derivatives

     (1,426 )     (1,861 )

- energy derivatives

     (606 )     (945 )

- minimum pension liability

     (31,097 )     (31,097 )
                
     867,541       844,011  
                
   $ 2,524,372     $ 2,188,001  
                

See accompanying Notes to Consolidated Financial Statements

 

-4-

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(Dollars in thousands)

 

For the three months ended January 31,

   2007     2006  

Cash flows from operating activities:

    

Net income

   $ 33,979     $ 33,352  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation, depletion and amortization

     26,172       24,673  

Asset impairments

     851       1,173  

Deferred income taxes

     27,084       13,731  

Gain on disposals of properties, plants and equipment, net

     (5,907 )     (1,643 )

Gain on the sale of timberland (Note 8)

     (62 )     (31,569 )

Equity in earnings of affiliates and minority interests

     333       89  

Increase (decrease) in cash from changes in certain assets and liabilities:

    

Trade accounts receivable

     14,316       (6,693 )

Inventories

     (17,251 )     (5,328 )

Prepaid expenses and other current assets

     (14,203 )     (10,424 )

Other long-term assets

     (30,200 )     2,134  

Long-term notes receivable

     (8,159 )     626  

Accounts payable

     (32,909 )     (24,070 )

Accrued payroll and employee benefits

     (24,791 )     (10,979 )

Restructuring reserves

     (1,990 )     (336 )

Other current liabilities

     12,044       (2,700 )

Pension and postretirement benefit liability

     (2,247 )     267  

Other long-term liabilities

     25,308       (458 )
                

Net cash provided by (used in) operating activities

     2,368       (18,155 )
                

Cash flows from investing activities:

    

Acquisitions of companies, net of cash acquired

     (310,798 )     —    

Purchases of properties, plants and equipment

     (34,303 )     (12,559 )

Purchases of timber properties

     (400 )     (35,459 )

Increase in notes receivable

     (29,748 )     —    

Proceeds from the sale of properties, plants and equipment

     5,694       36,490  
                

Net cash used in investing activities

     (369,555 )     (11,528 )
                

Cash flows from financing activities:

    

Proceeds from issuance of long-term debt

     609,000       287,727  

Payments on long-term debt

     (389,685 )     (264,112 )

Proceeds from short-term borrowings

     41,907       9,684  

Dividends paid

     (10,315 )     (6,811 )

Acquisitions of treasury stock

     —         (3,202 )

Exercise of stock options

     8,920       1,483  
                

Net cash provided by financing activities

     259,827       24,769  
                

Effects of exchange rates on cash

     (1,271 )     (2,076 )
                

Net decrease in cash and cash equivalents

     (108,631 )     (6,990 )

Cash and cash equivalents at beginning of period

     187,101       122,411  
                

Cash and cash equivalents at end of period

   $ 78,470     $ 115,421  
                

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 Company’s Annual Report on Form 10-K for its fiscal year ended October 31, 2006 (the “2006 Form 10-K”).

The Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s consolidated statements of income over the requisite service periods. Share-based compensation expense recognized in the Company’s 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 Company’s 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 Company’s consolidated financial statements for 2007 is expected to be an increase in the Company’s liabilities of $34 million and a decrease in shareholder’s 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):

 

     January 31,
2007
    October 31,
2006
 

Finished goods

   $ 77,349     $ 53,621  

Raw materials and work-in-process

     216,299       186,065  
                
     293,648       239,686  

Reduction to state inventories on last-in, first-out basis

     (34,106 )     (34,682 )
                
   $ 259,542     $ 205,004  
                

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 Company’s 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

   Total  

Balance at October 31, 2006

   $ 253,724     $ 32,828    $ 286,552  

Goodwill acquired

     70,705       —        70,705  

Currency translation

     (1,915 )     —        (1,915 )
                       

Balance at January 31, 2007

   $ 322,514     $ 32,828    $ 355,342  
                       

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

   $ 37,611    $ 8,963    $ 28,648

Non-compete agreements

     27,339      4,498      22,840

Customer relationships

     95,714      3,460      92,254

Other

     8,163      3,539      4,625

Total

   $ 168,827    $ 20,460    $ 148,367

October 31, 2006:

        

Trademarks and patents

   $ 17,290    $ 7,992    $ 9,298

Non-compete agreements

     5,033      3,709      1,324

Customer relationships

     43,115      2,343      40,772

Other

     15,575      3,382      12,193

Total

   $ 81,013    $ 17,426    $ 63,587

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.

 

-10-

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

   $ 333    $ 3,850

Asset impairments

     430      2,030

Professional fees

     1      275

Other restructuring costs

     409      2,500
             
     1,173      8,655
             

Paper, Packaging & Services:

     

Employee separation costs

     414      450

Asset impairments

     —        —  

Professional fees

     —        15

Other restructuring costs

     450      480
             
     864      945
             

Total

   $ 2,037    $ 9,600
             

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):

 

     Cash Charges    Non-cash Charges  
     Employee
Separation
Costs
    Other
Costs
   Asset
Impairments
    Total  

Balance at October 31, 2006

   $ 8,391     $ —      $ —       $ 8,391  

Costs incurred and charged to expense

     747       860      430       2,037  

Costs paid or otherwise settled

     (3,843 )     222      (430 )     (4,051 )
                               

Balance at January 31, 2007

   $ 5,295     $ 1,082    $ —       $ 6,377  
                               

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 Company’s 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 $0.6 million and interest income on Buyer SPE investments of $0.6 million.

NOTE 9 — DEBT

Long-term debt is summarized as follows (Dollars in thousands):

 

    

January 31,

2007

  

October 31,

2006

Credit Agreement

   $ 356,530    $ 115,198

Senior Subordinated Notes

     242,783      242,560

Trade accounts receivable credit facility

     91,757      120,000

Other long-term debt

     31,230      3,650
             
   $ 722,300    $ 481,408
             

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 Company’s 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 Company’s trade accounts receivable in the United States. The credit facility is secured by certain of the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s consolidated statements of income for the quarter ended January 31, 2007.

 

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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 Company’s 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 Company’s Class A and Class B common and treasury shares at the specified dates:

 

     Authorized
Shares
   Issued
Shares
   Outstanding
Shares
   Treasury
Shares

January 31, 2007:

           

Class A Common Stock

   32,000,000    21,140,960    11,825,550    9,315,410

Class B Common Stock

   17,280,000    17,280,000    11,515,533    5,764,467

October 31, 2006:

           

Class A Common Stock

   32,000,000    21,140,960    11,634,153    9,506,807

Class B Common Stock

   17,280,000    17,280,000    11,515,533    5,764,467

 

-15-

On February 26, 2007, shareholders approved an increase in the number of the Company’s 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 Company’s Board of Directors authorized a 2-for-1 stock split of the Company’s 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 Company’s 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 Company’s historical earnings per share on a pro forma basis, assuming the stock split had occurred on November 1, 2005, would be as follows:

 

     Three Months ended January 31,
     2007    2006

Basic earnings per share:

     

Class A Common Stock

   $ 0.59    $ 0.58

Class B Common Stock

   $ 0.87    $ 0.86

Diluted earnings per share:

     

Class A Common Stock

   $ 0.58    $ 0.57

Class B Common Stock

   $ 0.87    $ 0.86

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 Company’s 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 Company’s 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):

 

     Three months ended
January 31, 2007
   Year ended
October 31, 2006
     Shares   

Weighted

Average

Exercise
Price

   Shares   

Weighted

Average

Exercise

Price

Beginning balance

   817    $ 31.24    979    $ 30.68

Granted

   —        —      —        —  

Forfeited

   —        —      —        —  

Exercised

   173    $ 31.43    162    $ 27.88
               

Ending balance

   644    $ 34.00    817    $ 31.24
               

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

   305,937    5 years

$28-$38

   238,159    4 years

$48-$58

   87,923    8 years

$58-$68

   12,000    8 years

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,

     2007    2006

Class A Common Stock

   $ 0.36    $ 0.24

Class B Common Stock

   $ 0.53    $ 0.35

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,

     2007    2006

Class A Common Stock:

     

Basic shares

   11,713,056    11,542,159

Assumed conversion of stock options

   341,522    326,172
         

Diluted shares

   12,054,578    11,868,331
         

Class B Common Stock:

     

Basic and diluted shares

   11,515,533    11,538,645
         

There were no stock options that were antidilutive as of January 31, 2007 and 14,000 stock options that were antidilutive as of January 31, 2006.

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 Company’s owners. The components of comprehensive income, net of tax, are as follows (Dollars in thousands):

 

    

Three months ended

January 31,

 
     2007     2006  

Net income

   $ 33,979     $ 33,352  

Other comprehensive income (loss):

    

Foreign currency translation adjustment

     (11,953 )     2,944  

Change in fair value of interest rate derivatives, net of tax

     435       425  

Change in fair value of energy derivatives, net of tax

     339       (582 )

Minimum pension liability adjustment, net of tax

     —         (2 )
                

Comprehensive income

   $ 22,800     $ 36,137  
                

 

-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,

 
     2007     2006  

Service cost

   $ 3,419     $ 3,629  

Interest cost

     6,827       6,208  

Expected return on plan assets

     (7,767 )     (7,361 )

Amortization of prior service cost, initial net asset and net actuarial gain

     1,309       1,533  
                
   $ 3,788     $ 4,009  
                

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,

 
     2007     2006  

Service cost

   $ 11     $ 8  

Interest cost

     527       586  

Amortization of net prior service cost and recognized actuarial gain

     (269 )     (163 )
                
   $ 269     $ 431  
                

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 Company’s 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,

     2007    2006

Net sales:

     

Industrial Packaging & Services

   $ 581,704    $ 429,720

Paper, Packaging & Services

     164,826      147,039

Timber

     4,229      5,557
             

Total net sales

   $ 750,759    $ 582,316
             

Operating profit:

     

Operating profit before restructuring charges and timberland gains:

     

Industrial Packaging & Services

   $ 36,085    $ 24,240

Paper, Packaging & Services

     18,039      4,257

Timber

     6,492      3,363
             

Operating profit before restructuring charges and timberland gains

     60,616      31,860
             

Restructuring charges:

     

Industrial Packaging & Services

     1,173      4,221

Paper, Packaging & Services

     864      1,236

Timber

     —        11
             

Total restructuring charges

     2,037      5,468
             

Timberland gains:

     

Timber

     62      31,569
             

Total

   $ 58,641    $ 57,961
             

Depreciation, depletion and amortization expense:

     

Industrial Packaging & Services

   $ 17,652    $ 15,082

Paper, Packaging & Services

     7,228      8,008

Timber

     1,292      1,583
             

Total depreciation, depletion and amortization expense

   $ 26,172    $ 24,673
             
    

January 31,

2007

  

October 31,

2006

Assets:

     

Industrial Packaging & Services

   $ 1,775,520    $ 1,340,553

Paper, Packaging & Services

     402,521      401,425

Timber

     248,895      250,310
             

Total segments

     2,426,936      1,992,288

Corporate and other

     97,436      195,713
             

Total assets

   $ 2,524,372    $ 2,188,001
             

 

-20-

The following table presents net sales to external customers by geographic area (Dollars in thousands):

 

    

Three months ended

January 31,

     2007    2006

Net sales:

     

North America

   $ 429,888    $ 339,141

Europe

     212,032      156,029

Other

     108,839      87,146
             

Total net sales

   $ 750,759    $ 582,316
             

The following table presents total assets by geographic area (Dollars in thousands):

 

    

January 31,

2007

   October 31,
2006

Assets:

     

North America

   $ 1,261,707    $ 1,264,886

Europe

     593,019      367,288

Other

     669,646      555,827
             

Total assets

   $ 2,524,372    $ 2,188,001
             

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 Company’s United States subsidiaries (“Guarantor Subsidiaries”). The Company’s 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 Company’s 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 management’s 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 Company’s tender offer.

 

-21-

Condensed Consolidating Statements of Operations

For the three months ended January 31, 2007

 

     Parent    

Guarantor

Subsidiaries

   

Non-Guarantor

Subsidiaries

   Eliminations     Consolidated  

Net sales

   $ 610     $ 430,086     $ 375,485    $ (55,422 )   $ 750,759  

Cost of products sold

     239       364,845       311,011      (55,422 )     620,673  
                                       

Gross profit

     371       65,241       64,474      —         130,086  

Selling, general and administrative expenses

     348       36,062       38,199      —         74,609  

Restructuring charges

     —         865       1,172      —         2,037  

Gain on sale of assets

     —         4,443       758      —         5,201  
                                       

Operating profit

     23       32,757       25,861      —         58,641  

Interest expense, net

     8,390       1,927       1,717      —         12,034  

Other income (loss), net

     754       (6,504 )     4,681      —         (1,069 )
                                       

Income before income taxes and equity in earnings of affiliates

     (7,613 )     24,326       28,825      —         45,538  

Income taxes

     (2,003 )     6,130       7,432      —         11,559  

Equity in earnings of affiliates

     39,589       —         —        (39,589 )     —    
                                       

Net income (loss)

   $ 33,979     $ 18,196     $ 21,393    $ (39,589 )   $ 33,979  
                                       

Condensed Consolidating Statement of Operations

Three months ended January 31, 2006

 

     Parent   

Guarantor

Subsidiaries

   

Non-Guarantor

Subsidiaries

   Eliminations     Consolidated

Net sales

   $ 1,154    $ 350,535     $ 296,171    $ (65,544 )   $ 582,316

Cost of products sold

     836      308,965       248,387      (65,544 )     492,644

Gross profit

     318      41,570       47,784      —         89,672

Selling, general and administrative expenses

     199      30,097       29,158      —         59,454

Restructuring charges

     —        2,244       3,224      —         5,468

Gain on sale of assets

     —        32,394       817      —         33,211
                                    

Operating profit

     119      41,623       16,219      —         57,961

Interest expense, net

     —        8,168       1,533      —         9,701

Other income (loss), net

     4      (3,050 )     3,092      —         46
                                    

Income before income taxes and equity in earnings of affiliates

     123      30,405       17,778      —         48,306

Income taxes

     38      9,395       5,521      —         14,954

Equity in earnings of affiliates

     33,267      —         —        (33,267 )     —  
                                    

Net income (loss)

   $ 33,352    $ 21,010     $ 12,257    $ (33,267 )   $ 33,352
                                    

 

-22-

Condensed Consolidating Balance Sheets

As of January 31, 2007

 

     Parent     Guarantor
Subsidiaries
   Non-Guarantor
Subsidiaries
   Eliminations     Consolidated

ASSETS

            

Current assets

            

Cash and cash equivalents

   $ —       $ 2,939    $ 75,531    $ —       $ 78,470

Trade accounts receivable

     66,212       42,139      252,043      —         360,394

Inventories

     285       103,689      155,568      —         259,542

Other current assets

     406,558       43,118      427,563      (777,558 )     99,681
                                    
     473,055       191,885      910,705      (777,558 )     798,087
                                    

Long-term assets

            

Goodwill and other intangible assets

     —         275,452      228,257      —         503,709

Assets held by special purpose entities (Note 8)

     —         50,891      —        —         50,891

Other long-term assets

     1,212,802       920,386      145,352      (2,153,781 )     124,759
                                    
     1,212,802       1,246,729      373,609      (2,153,781 )     679,359
                                    

Properties, plants and equipment, net

     (534 )     715,019      332,441      —         1,046,926
                                    
     1,685,323       2,153,633      1,616,755      (2,931,339 )     2,524,372
                                    

LIABILITIES & SHAREHOLDERS’ EQUITY

            

Current liabilities

            

Accounts payable

   $ 93,219     $ 95,700    $ 1,185,333    $ (1,065,026 )   $ 309,226

Short-term borrowings

     —         —        50,346      —         50,346

Other current liabilities

     —         516,323      2,217      (359,640 )     158,900
                                    
     93,219       612,023      1,237,896      (1,424,666 )     518,472
                                    

Long-term liabilities

            

Long-term debt

     722,300       —        —        —         722,300

Liabilities held by special purpose entities (Note 8)

     —         43,250      —        —         43,250

Other long-term liabilities

     2,263       157,302      193,937      14,479       367,981
                                    
     724,563       200,552      193,937      14,479       1,133,531
                                    

Minority interest

     —         265      4,563      —         4,828
                                    

Shareholders’ equity

     867,541       1,340,793      180,359      (1,521,152 )     867,541
                                    
     1,685,323       2,153,633      1,616,755      (2,931,339 )     2,524,372
                                    

 

-23-

Condensed Consolidating Balance Sheets

As of October 31, 2006

 

     Parent     Guarantor
Subsidiaries
  

Non-Guarantor

Subsidiaries

   Eliminations     Consolidated

ASSETS

            

Current assets

            

Cash and cash equivalents

   $ —       $ 1,507    $ 185,594    $ —       $ 187,101

Trade accounts receivable

     55,729       59,916      200,016      —         315,661

Inventories

     301       81,388      123,315      —         205,004

Other current assets

     279,062       28,978      62,282      (285,051 )     85,271
                                    
     335,092       171,789      571,207      (285,051 )     793,037
                                    

Long-term assets

            

Goodwill and other intangible assets

     —         253,576      96,563      —         350,139

Assets held by special purpose entities (Note 8)

     —         50,891      —        —         50,891

Other long-term assets

     1,043,898       824,398      265,462      (2,080,773 )     52,985
                                    
     1,043,898       1,128,865      362,025      (2,080,773 )     454,015
                                    

Properties, plants and equipment, net

     (616 )     709,747      231,818      —         940,949
                                    
   $ 1,378,374     $ 2,010,401    $ 1,165,050    $ (2,368,824 )   $ 2,188,001
                                    

LIABILITIES & SHAREHOLDERS’ EQUITY

            

Current liabilities

            

Accounts payable

   $ 51,692     $ 66,438    $ 502,677    $ (319,054 )   $ 301,753

Short-term borrowings

     —         8,957      23,618      (3,254 )     29,321

Other current liabilities

     —         401,968      34,410      (276,153 )     160,225
                                    
     51,692       477,363      560,705      (598,461 )     491,299
                                    

Long-term liabilities

            

Long-term debt

     481,408       —        —        —         481,408

Liabilities held by special purpose entities (Note 8)

       43,250      —        —         43,250

Other long-term liabilities

     1,263       166,926      440,997      (286,028 )     323,158
                                    
     482,671       210,176      440,997      (286,028 )     847,816
                                    

Minority interest

     —         265      4,610      —         4,875
                                    

Shareholders’ equity

     844,011       1,322,597      158,738      (1,481,335 )     844,011
                                    
   $ 1,378,374     $ 2,010,401    $ 1,165,050    $ (2,365,824 )   $ 2,188,001
                                    

 

-24-

Condensed Consolidating Statements of Cash Flows

For the three months ended January 31, 2007

 

     Parent     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations    Consolidated  

Cash flows from operating activities:

           

Net cash provided by (used in) operating activities

   $ (217,920 )   $ 66,431     $ 160,961     $ —      $ 9,472  
                                       

Cash flows from investing activities:

           

Acquisitions of other companies, net of cash acquired

     —         (37,325 )     (273,473 )     —        (310,798 )

Purchases of properties, plants and equipment

     —         (31,892 )     (9,515 )     —        (41,407 )

Purchases of timber properties

     —         (400 )     —         —        (400 )

Proceeds from the sale of properties, plants and equipment

     —         4,618       1,076       —        5,694  

Increase in note receivable

         (29,748 )     —        (29,748 )
                                       

Net cash used in investing activities

     —         (64,999 )     (311,660 )     —        (376,659 )
                                       

Cash flows from financing activities:

           

Proceeds from issuance of long-term debt

     609,000       —         —         —        609,000  

Payments on long-term debt

     (389,685 )     —         —         —        (389,685 )

Proceeds on short-term borrowings

     —         —         41,907       —        41,907  

Exercise of stock options

     8,920       —         —         —        8,920  

Dividends paid

     (10,315 )     —         —         —        (10,315 )

Other, net

     —         —         —         —