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 April 30, 2004
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 1-566
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.
Indicated 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 an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes x No ¨
The number of shares outstanding of each of the issuer’s classes of common stock at the close of business on April 30, 2004 was as follows:
|
Class A Common Stock |
10,797,605 shares |
|
|
Class B Common Stock |
11,661,189 shares |
PART I. FINANCIAL INFORMATION
GREIF, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Dollars in thousands, except per share amounts)
Six months ended
April 30,
Net sales
Costs of products sold
Gross profit
Selling, general and administrative expenses
Restructuring charges
Gain on sale of assets
Operating profit
Interest expense, net
Other income, net
Income (loss) before income tax expense (benefit) and equity in earnings of affiliates and minority interests
Income tax expense (benefit)
Equity in earnings of affiliates and minority interests
Income (loss) before cumulative effect of change in accounting principle
Cumulative effect of change in accounting principle
Net income (loss)
Basic and diluted earnings (loss) per share:
Class A Common Stock (before cumulative effect)
Class A Common Stock (after cumulative effect)
Class B Common Stock (before cumulative effect)
Class B Common Stock (after cumulative effect)
See
accompanying Notes to Consolidated Financial Statements
2
GREIF, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
April 30,
2004
Current assets
Cash and cash equivalents
Trade accounts receivable, less allowance of $12,013 in 2004 and $11,225 in 2003
Inventories
Net assets held for sale
Deferred tax assets
Other current assets
Long-term assets
Goodwill, net of amortization
Other intangible assets, net of amortization
Investment in affiliates
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
3
GREIF, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
April 30,
2004
October 31,
2003
Current liabilities
Accounts payable
Accrued payrolls and employee benefits
Restructuring reserves
Short-term borrowings
Current portion of long-term debt
Other current liabilities
Long-term liabilities
Long-term debt
Deferred tax liability
Postretirement benefit liability
Other long-term liabilities
Minority interest
Shareholders’ equity
Common stock, without par value
Treasury stock, at cost
Retained earnings
Accumulated other comprehensive loss:
- foreign currency translation
- interest rate derivatives
- minimum pension liability
See
accompanying Notes to Consolidated Financial Statements
4
GREIF, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in thousands)
For the six months ended April 30,
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
Equity in earnings of affiliates, net of dividends received, and minority interests
Cumulative effect of change in accounting principle
Increase (decrease) in cash from changes in certain assets and liabilities:
Trade accounts receivable
Inventories
Other current assets
Other long-term assets
Accounts payable
Accrued payroll and employee benefits
Restructuring reserves
Other current liabilities
Postretirement benefit liability
Other long-term liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of properties, plants and equipment
Proceeds on disposals of properties, plants and equipment
Net cash used in investing activities
ITEM 1.
CONSOLIDATED FINANCIAL STATEMENTS
Three months ended
April 30,
2004
2003
2004
2003
$
542,189
$
470,807
$
1,011,049
$
905,485
452,928
388,564
852,338
747,513
89,261
82,243
158,711
157,972
55,745
59,000
106,770
118,501
12,278
17,449
27,537
18,988
1,122
1,934
5,231
2,345
22,360
7,728
29,635
22,828
10,716
13,923
22,963
27,477
694
2,138
916
2,362
12,338
(4,057
)
7,588
(2,287
)
3,800
(1,298
)
2,337
(732
)
(89
)
(1,654
)
(168
)
(2,749
)
8,449
(4,413
)
5,083
(4,304
)
—
—
—
4,822
$
8,449
$
(4,413
)
$
5,083
$
518
$
0.30
$
(0.16
)
$
0.18
$
(0.15
)
$
0.30
$
(0.16
)
$
0.18
$
0.02
$
0.45
$
(0.24
)
$
0.27
$
(0.23
)
$
0.45
$
(0.24
)
$
0.27
$
0.02
October 31,
2003
(Unaudited)
ASSETS
$
29,592
$
49,767
306,462
294,957
160,407
167,157
14,330
6,311
8,898
10,875
60,393
54,390
580,082
583,457
242,707
252,309
28,701
30,654
5,395
4,421
64,262
47,995
341,065
335,379
88,367
86,437
103,183
100,615
315,275
320,229
822,212
831,815
44,498
36,522
1,373,535
1,375,618
(492,283
)
(463,243
)
881,252
912,375
$
1,802,399
$
1,831,211
(Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
$
158,906
$
158,333
34,603
43,126
18,911
15,972
20,200
15,605
—
3,000
66,708
76,282
299,328
312,318
624,114
643,067
159,778
159,825
48,683
48,504
85,930
93,047
918,505
944,443
1,532
1,886
17,975
12,207
(63,772
)
(64,228
)
678,353
681,043
(10,549
)
(15,314
)
(10,270
)
(12,938
)
(28,703
)
(28,206
)
583,034
572,564
$
1,802,399
$
1,831,211
2004
2003
$
5,083
$
518
52,807
43,527
2,252
1,698
3,851
5,136
(5,231
)
(2,345
)
(1,328
)
161
—
(4,822
)
(8,200
)
1,601
8,153
(7,459
)
(5,615
)
12,921
(6,674
)
(658
)
(2,167
)
(2,299
)
(8,423
)
(9,797
)
2,939
6,018
(11,502
)
(3,932
)
179
(1,520
)
(4,607
)
(9,942
)
21,517
28,806
(28,096
)
(22,988
)
5,666
4,826
&nb