8 7/8% SENIOR SUBORDINATED NOTES DUE 2012
See the section entitled "Description of Notes" that begins on page 68 for more information about the notes to be issued in this exchange offer.
Each broker-dealer that receives exchange notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, we will make this prospectus available to any broker-dealer for use in connection with any such resales. See "Plan of Distribution."
This investment involves risks. See the section entitled "Risk Factors" that begins on page 14 for a discussion of the risks that you should consider prior to tendering your outstanding original notes in the exchange.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus is dated October 18, 2002.
Page
----
Important Terms Used in this Prospectus.............................................. 1
Reference to Additional Materials.................................................... 1
Incorporation of Certain Documents by Reference...................................... 1
Disclosure Regarding Forward Looking Statements...................................... 2
Prospectus Summary................................................................... 3
Risk Factors......................................................................... 14
Use of Proceeds...................................................................... 22
Capitalization....................................................................... 23
Selected Historical Consolidated Financial Data...................................... 24
Management's Discussion and Analysis of Financial Condition and Results of Operations 27
Business............................................................................. 43
Management........................................................................... 50
Executive Compensation............................................................... 53
Certain Relationships and Related Party Transactions................................. 56
Description of Senior Credit Facility................................................ 57
The Exchange Offer................................................................... 58
Description of Notes................................................................. 68
Book-Entry, Delivery and Forms....................................................... 113
Certain United States Federal Tax Considerations..................................... 116
Plan of Distribution................................................................. 120
Where You Can Find More Information.................................................. 120
Legal Matters........................................................................ 121
Experts.............................................................................. 121
Unaudited Pro Forma Condensed Combined Financial Data................................ P-1
Index to Financial Statements........................................................ F-1
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Unless the context indicates or otherwise requires, the terms "Greif," "our Company," "we," "us" and "our" as used in this prospectus refer to Greif Bros. Corporation and its consolidated subsidiaries.
This prospectus incorporates important business and financial information about Greif that is not included or delivered with this prospectus. Such information is available without charge by written or verbal request to John K. Dieker, Vice President and Corporate Controller, Greif Bros. Corporation, 425 Winter Road, Delaware, Ohio 43015, telephone number (740) 549-6000. If you would like to request copies of these documents, please do so by November 15, 2002, in order to receive them before the expiration of the Exchange Offer.
We have filed the following documents with the Securities and Exchange Commission (the "SEC") which are incorporated into this prospectus by reference:
All documents subsequently filed by Greif pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this prospectus and prior to the termination of the offering of the exchange notes offered by this prospectus shall be deemed to be incorporated by reference into this prospectus and to be a part of this prospectus from the date of filing of such document. Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may obtain a copy of our filings with the SEC at no cost, by writing or telephoning us at Greif Bros. Corporation, 425 Winter Road, Delaware, Ohio 43015, telephone number (740) 549-6000.
When we refer to this prospectus, we mean not only this prospectus but also any documents which are incorporated or deemed to be incorporated in this prospectus by reference. You should rely only on the information incorporated by reference or provided in this prospectus or any supplement. We have not authorized anyone else to provide you with different information. This prospectus is used to offer and sell the exchange notes referred to in this prospectus, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus.
All statements other than statements of historical facts included in this prospectus, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs, goals and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "project," "believe" or "continue" or the negative thereof or variations thereon or similar terminology. Although we believe that the expectations reflected in forward-looking statements have a reasonable basis, we can give no assurance that these expectations will prove to have been correct. Forward-looking statements are subject to risks and uncertainties that could cause actual events or results to differ materially from those expressed in or implied by the statements. Important factors that could cause actual results to differ materially from our expectations are disclosed under "Risk Factors" and elsewhere in this prospectus, including, without limitation, the factors set forth below and in conjunction with the forward-looking statements included in this prospectus. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements.
Factors that could cause actual results to differ materially from our expectations include the following:
The following summary highlights some of the information from this prospectus and does not contain all the information that is important to you. Before deciding to participate in the exchange offer, you should read the entire prospectus, including the section entitled "Risk Factors" and our consolidated financial statements and the related notes. Some statements in this Prospectus Summary are forward-looking statements. See "Disclosure Regarding Forward-Looking Statements."
General
We are a leading global producer of industrial shipping containers with manufacturing facilities located in 41 countries. We offer a comprehensive line of industrial shipping container products, such as steel, fibre and plastic drums, intermediate bulk containers, closure systems for industrial shipping containers, and polycarbonate water bottles, which we complement with a variety of value-added services. Our global presence and full range of products uniquely position this business to offer our customers a single source for their packaging needs and to be responsive to global market changes. We also produce containerboard and value-added corrugated products for niche markets in the United States and Canada. We own timberland in the southeastern United States which we cut and sell to third parties, as well as manage to maximize long-term value. Our customers range from Fortune 500 companies to medium and small-sized companies in a cross section of industries. Our manufacturing facilities are strategically located near many of our customers, reducing transportation costs.
For the twelve months ended July 31, 2002, we had consolidated net sales of $1.64 billion and Adjusted EBITDA (as defined on page 13) of $202.3 million, including the results of our unrestricted timber subsidiary. During this same period, we generated approximately 39% of our consolidated net sales from markets outside North America. For the twelve months ended July 31, 2002, our Industrial Shipping Containers segment represented 77% of consolidated net sales, our Containerboard & Corrugated Products segment represented 20% of consolidated net sales and our Timber segment represented 3% of consolidated net sales.
Industrial Shipping Containers
Our acquisition of Van Leer Industrial Packaging in March 2001 transformed us into a global provider with a full range of industrial shipping container products and services. The successful integration of this business allowed us to realize significant synergies by improving operating efficiencies from the consolidation of facilities and personnel, achieving economies of scale in purchasing, sales and marketing efforts, and enhancing manufacturing flexibility.
Based on our internal estimates, we believe that we have the following market positions for our industrial shipping container products:
Market Position
--------------------
Product United States Global
------- ------------- ------
Steel drums................. #1 #1
Fibre drums................. #1 #1
Closure systems............. #1 #1
Plastic drums............... #2 #3
Intermediate bulk containers #3 #4
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We seek to provide complete packaging solutions to our customers by offering a comprehensive range of products and services on a global basis. Our full range of shipping container products and numerous manufacturing facilities uniquely position us to offer our customers a single source for their packaging needs, respond to global market changes, and capitalize on faster growing markets such as Eastern Europe and Asia. With increasing customer demand for container life-cycle management, we also offer packaging services that include cleaning, recycling, disposal, trip leasing, filling, warehousing, outgoing logistics, onsite packaging and vendor management. We sell our products globally to customers in industries such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical and mineral, among others.
Our Industrial Shipping Containers segment generated net sales of $1,268.9 million and EBITDA of $123.3 million for the twelve months ended July 31, 2002.
Containerboard & Corrugated Products
We concentrate on providing value-added, higher-margin corrugated products to niche markets complemented by a comprehensive range of packaging services, in comparison to many large paper companies which focus on high-volume, commodity production. We are also a regional producer of containerboard and corrugated sheets. Our highly integrated operations help stabilize the results of this business. In fiscal 2001, our corrugated sheet, multiwall and fibre drum operations, including our CorrChoice, Inc. joint venture, consumed an amount of containerboard equal to approximately 70% of the containerboard tons produced by our two mills. We believe the cost positions of our containerboard mills are among the lowest in North America.
We sell our containerboard, corrugated sheets and other corrugated products and multiwall bags to customers in North America in the packaging, automotive, food, and building products industries, among others. We also have an approximate 63% ownership interest in CorrChoice, Inc., an unconsolidated joint venture which manufactures corrugated sheets. Our corrugated container products are used to ship such diverse products as home appliances, small machinery, grocery products, building products, automotive components and books and furniture. Our industrial and consumer multiwall bags are used to ship a wide range of industrial and consumer products primarily for the agricultural, chemical, building products and food industries.
Our Containerboard & Corrugated Products segment generated net sales of $333.9 million and EBITDA of $53.3 million for the twelve months ended July 31, 2002.
Timber
As of July 31, 2002, we owned approximately 272,500 acres of timberland in the southeastern United States. We manage our timber properties to generate maximum revenue and earnings for the long term. We focus on optimizing our annual yields by maintaining consistent cutting schedules and enhancing future growth through intensive management and regeneration. Because we believe pine timberland will provide the best long-term sustainable yields, in recent years we have entered into transactions to sell substantially all of our hardwood timberlands and subsequently acquire pine timberlands.
Our Timber segment generated net sales of $39.3 million and EBITDA of $44.2 million for the twelve months ended July 31, 2002. EBITDA, but not net sales, included a $10.1 million gain on timberland sales which occurred during that period. Soterra LLC, our subsidiary that owns and operates our timber business in the United States ("Soterra"), is an unrestricted subsidiary under the indenture governing the notes. See "Risk Factors--The subsidiary that conducts our timber operations in the United States is an unrestricted subsidiary" and "Description of Notes."
Competitive Strengths
Leading Market Position. We are a leading global producer of a comprehensive line of industrial shipping container products. Based on our internal estimates, we believe that we are the largest global and United States producer of steel drums, fibre drums, and closure systems, and we hold leading global and United States market positions in the production of plastic drums and intermediate bulk containers.
Global Presence. We have facilities in 41 countries and generated approximately 39% of our consolidated net sales from markets outside North America for the twelve months ended July 31, 2002. Our global presence provides us with access to faster growing foreign markets; insulates us from economic downturns in any one country or region; enables us to respond to our customers' changing needs; offers us the flexibility to shift resources in response to changes in global or regional conditions; and allows us to effectively service multinational customers. Our size and global reach enable us to realize economies of scale and cost savings by consolidating our purchasing, sales and marketing efforts.
Comprehensive Portfolio of Product Lines. We offer a comprehensive portfolio of product lines in our industrial shipping container segment, which enables us to offer our customers a single source for their packaging needs and to be responsive to global market changes. We have also developed numerous specialty products and applications for our corrugated products customers. Our ability to tailor our products and services to our customers' needs allows us to develop strong, long-term customer relationships and enhances profitability.
Diverse and Multinational Customer Base. We have developed longstanding relationships with prominent customers such as BASF Corporation, Bayer Corporation, BP p.l.c., The Dow Chemical Company, Exxon Mobil Corporation, Imperial Chemical Industries PLC, International Paper Company, Kraft Foods Inc., PPG Industries, Inc., Temple-Inland Inc., Total Fina Elf S.A. and Weyerhaeuser Company. These large multinational corporations represent a range of industries, which we believe creates a strong, stable revenue source for our products and services. Moreover, we do not depend upon any one particular customer, as our ten largest customers accounted for less than 20% of our net sales in fiscal 2001.
Significant Operating Leverage. We believe our existing facilities have sufficient capacity to meet future growth in market demand for our products without significant capital expenditures. We believe we are positioned to profitably capitalize on an increase in demand which would result from an economic recovery.
Experienced Management Team. We have an experienced management team that has managed our operations during various industry cycles. This experience facilitated the acquisition of Van Leer Industrial Packaging and other recent acquisitions and joint ventures and their successful integration into our existing operations.
Business Strategy
We plan to build on our strengths by continuing to develop products and services that represent comprehensive packaging solutions for our customers. In addition, we intend to enhance our profitability by continuing to rationalize our operations, capitalize on our global resources and focus on high-margin products and services, as well as making targeted acquisitions when the opportunity is presented.
Our business segment strategies are as follows:
Recent Events
On August 23, 2002, we amended and restated our senior credit facility. As amended, the senior credit facility consists of a $250.0 million revolving multicurrency credit facility (the prior revolving credit facility was $150.0 million) maturing in February 2006, and a $300.0 million term loan maturing in August 2009.
Additional Information About Our Company
Greif Bros. Corporation is a Delaware corporation. Our principal executive offices are located at 425 Winter Road, Delaware, Ohio 43015. The telephone number of our executive offices is (740) 549-6000.
The Exchange Offer
The Initial Offering of Notes On July 31, 2002, we issued in a private placement 8 7/8% Senior Subordinated Notes due 2012 (the "original notes") to the initial purchasers. The initial purchasers subsequently resold the original notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to persons outside the United States under Regulation S.
Registration Rights Agreement Contemporaneously with the initial sale of the
original notes, we entered into a registration
rights agreement with the initial purchasers in
which we agreed, among other things, to file a
registration statement with the SEC and to
complete an exchange offer as promptly as
possible. This exchange offer is intended to
satisfy those rights set forth in the
registration rights agreement. After the exchange
offer is complete, you will not have any further
rights under the registration rights agreement,
including the right to require us to register any
outstanding notes that you do not exchange or to
pay you liquidated damages.
The Exchange Offer.......... We are offering to exchange the $250.0 million
aggregate principal amount of 8 7/8% Senior
Subordinated Notes due 2012 (the "exchange
notes"), which have been registered under the
Securities Act, for the same aggregate principal
amount of the original notes.
The terms of the exchange notes are identical in
all material respects to the terms of the
original notes for which they are being exchanged.
The original notes may be tendered only in $1,000
increments. We will exchange the applicable
exchange notes for all original notes that are
validly tendered and not withdrawn prior to the
expiration of the exchange offer. We will cause
the exchange to be effected promptly after the
expiration of the exchange offer.
The new registered exchange notes will evidence
the same debt as the old original notes and will
be issued under and entitled to the benefits of
the same indenture that governs the old original
notes. Holders of the original notes do not have
any appraisal or dissenter rights in connection
with the exchange offer. Because we have
registered the exchange notes, the exchange notes
will not be subject to transfer restrictions and
holders of original notes will have no
registration rights.
If You Fail to Exchange Your
Outstanding Notes......... If you do not exchange your outstanding notes for
exchange notes in the exchange offer, you will
continue to be subject to the restrictions on
transfer provided in the outstanding original
notes and indenture governing those notes. In
general, you may not offer or sell your
outstanding notes unless they are registered
under the federal securities laws or are sold in
a transaction exempt from or not subject to the
registration requirements of the federal
securities laws and applicable state securities
laws.
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Procedures for Tendering
Notes..................... If you wish to tender your outstanding notes for
exchange notes, you must:
. complete and sign the enclosed letter of
transmittal by following the related
instructions, and
. send the letter of transmittal, as directed in
the instructions, together with any other
required documents, to the exchange agent
either (1) with the outstanding notes to be
tendered, or (2) in compliance with the
specified procedures for guaranteed delivery
of the outstanding notes.
Brokers, dealers, commercial banks, trust
companies and other nominees may also effect
tenders by book-entry transfer.
Please do not send your letter of transmittal or
certificates representing your outstanding notes
to us. Those documents should be sent only to the
exchange agent. Questions regarding how to tender
and requests for information should be directed
to the exchange agent. See "The Exchange
Offer--Exchange Agent."
Resale of the Exchange Notes Except as provided below, we believe that the
exchange notes may be offered for resale, resold
and otherwise transferred by you without
compliance with the registration and prospectus
delivery provisions of the Securities Act
provided that:
. the exchange notes are being acquired in the
ordinary course of business,
. you are not participating, do not intend to
participate, and have no arrangement or
understanding with any person to participate
in the distribution of the exchange notes
issued to you in the exchange offer,
. you are not an affiliate of ours,
. you are not a broker-dealer tendering
outstanding notes acquired directly from us
for your account, and
. you are not prohibited by law or any policy of
the SEC from participating in the exchange
offer.
Our belief is based on interpretations by the
Staff of the SEC, as set forth in no-action
letters issued to third parties unrelated to us.
The Staff has not considered this exchange offer
in the context of a no-action letter, and we
cannot assure you that the Staff would make
similar determinations with respect to this
exchange offer. If any of these conditions are
not satisfied (or if our belief is not accurate)
and you transfer any exchange notes issued to you
in the exchange offer without delivering a resale
prospectus meeting the requirements of the
Securities Act or without an exemption from
registration of your exchange notes from those
requirements, you may incur liability under the
Securities Act. We will not assume, nor will we
indemnify you against, any such liability.
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Each broker-dealer that receives exchange notes
for its own account in exchange for original
notes, where the original notes were acquired by
such broker-dealer as a result of market-making
or other trading activities, must acknowledge
that it will deliver a prospectus in connection
with any resale of such exchange notes. See "Plan
of Distribution."
Record Date................. We mailed this prospectus and the related offer
documents to the registered holders of the
original notes on October 23, 2002.
Expiration Date............. The exchange offer will expire at 5:00 p.m., New
York City time, on November 22, 2002, unless we
decide to extend the expiration date; provided,
however, that the latest time and date to which
the exchange offer may be extended is at 5:00
p.m., New York City time, on December 9, 2002.
Conditions to the Exchange
Offer..................... The exchange offer is subject to customary
conditions, including that the exchange offer not
violate applicable law or any applicable
interpretation of the staff of the SEC. This
exchange offer is not conditioned upon any
minimum principal amount of the outstanding notes
being tendered.
Exchange Agent.............. J.P. Morgan Trust Company, National Association,
is serving as exchange agent for the exchange
offer.
Special Procedures for
Beneficial Owners......... If your outstanding notes are registered in the
name of a broker, dealer, commercial bank, trust
company or other nominee, we urge you to contact
that person promptly if you wish to tender your
outstanding notes pursuant to this exchange
offer. See "The Exchange Offer--Procedures for
Tendering."
Withdrawal Rights........... You may withdraw the tender of your outstanding
notes at any time before the expiration date of
the exchange offer by delivering a written notice
of your withdrawal to the exchange agent. You
must follow the withdrawal procedures as
described under the heading "The Exchange
Offer--Withdrawal of Tenders."
Federal Income Tax
Considerations............ The exchange of outstanding notes for the
exchange notes in the exchange offer should not
be a taxable event for U.S. federal income tax
purposes.
Use of Proceeds............. We will not receive any proceeds from the
issuance of the exchange notes pursuant to the
exchange offer. We will pay all of our expenses
incident to the exchange offer.
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The Exchange Notes
The form and terms of the exchange notes are the same as the form and terms of the original notes for which they are being exchanged, except that the exchange notes will be registered under the Securities Act. As a result, the exchange notes will not bear legends restricting their transfer and will not have the benefit of the registration rights and liquidated damage provisions contained in the original notes. The exchange notes represent the same debt as the original notes for which they are being exchanged. Both the original notes and the exchange notes are governed by the same indenture. We use the term "notes" in this prospectus to collectively refer to the original notes and the exchange notes.
Issuer...................... Greif Bros. Corporation
Notes Offered............... $250.0 million aggregate principal amount of
8 7/8% Senior Subordinated Notes due 2012.
Maturity.................... August 1, 2012.
Interest Payment Dates...... February 1 and August 1 of each year, beginning
on February 1, 2003.
Ranking..................... The notes will be:
. our senior subordinated, unsecured obligations;
. subordinate in right of payment to all of our
existing and future senior debt;
. pari passu in right of payment with all of our
existing and future senior subordinated debt;
and
. senior in right of payment to all of our
future subordinated obligations.
As of July 31, 2002, after giving effect to the
amended and restated senior credit facility, the
notes would have been subordinated to $403.5
million of senior debt and the related guarantees
of the senior subordinated guarantors would have
been subordinated to the same amount of senior
debt. In addition, $129.5 million of additional
senior debt would have been available for
borrowing under our amended and restated senior
credit facility. The indenture governing the
notes and our senior credit facility also permit
us, subject to specified limitations, to incur
additional debt, some or all of which may be
senior debt.
Guarantees.................. The notes will be fully guaranteed on a senior
subordinated, unsecured basis, jointly and
severally, by all of our domestic subsidiaries.
The guarantees will be:
. subordinate in right of payment to all of the
existing and future senior debt of the
guarantors;
. pari passu in right of payment with all of the
existing and future senior subordinated debt
of the guarantors; and
. senior in right of payment to all of the
existing and future subordinated obligations
of the guarantors.
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While Soterra, the subsidiary that owns and
operates our timber business in the United
States, will guarantee the notes, it is an
unrestricted subsidiary under the indenture
governing the notes. See "Risk Factors--The
subsidiary that conducts our timber operations in
the United States is an unrestricted subsidiary."
Optional Redemption......... Prior to August 1, 2007, we may redeem all or
part of the notes by paying a "make-whole"
premium based on U.S. Treasury rates as specified
in this prospectus under "Description of the
Notes--Optional Redemption."
At any time on or after August 1, 2007, we may
redeem all or a part of the notes at the
redemption prices specified in this prospectus
under "Description of the Notes--Optional
Redemption."
At any time prior to August 1, 2005, we may
redeem up to 35% of the notes with the net
proceeds of certain equity offerings, at a price
equal to 108.875% of the principal amount
thereof, plus accrued and unpaid interest, if
any, to the redemption date, provided that at
least 65% of the aggregate principal amount of
the notes remains outstanding after the
redemption.
Certain Covenants........... We will issue the notes under an indenture among
us, the guarantors and J.P. Morgan Trust Company,
National Association, as trustee. The indenture
will include covenants that limit our ability and
the ability of our restricted subsidiaries to:
. incur additional indebtedness;
. pay dividends or make other restricted
payments;
. create or permit certain liens;
. sell assets;
. create or permit restrictions on the ability
of our restricted subsidiaries to pay
dividends or make other distributions to us;
. engage in transactions with affiliates;
. incur layered indebtedness; and
. consolidate or merge with or into other
companies or sell all or substantially all of
our assets.
Soterra is an unrestricted subsidiary under the
indenture governing the notes and, therefore,
will not be subject to the foregoing
restrictions. See "Risk Factors--The subsidiary
that conducts our timber operations in the United
States is an unrestricted subsidiary."
The covenants in the indenture are subject to a
number of important exceptions and qualifications.
Change of Control........... Following a change of control, we will be
required to make an offer to purchase all of the
notes at a purchase price of 101% of their
principal amount, plus accrued and unpaid
interest to the date of the repurchase. However,
our ability to repurchase your notes upon a
change in control may be limited by the terms of
our senior credit facility.
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The following table sets forth summary consolidated financial data and should be read in conjunction with our consolidated financial statements and related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained elsewhere in this prospectus. The results of the operations of Van Leer Industrial Packaging are included in our consolidated financial statements from the date it was acquired by us on March 2, 2001 and thereby are included in the consolidated financial statements for five of the nine months ended July 31, 2001, for eight months of the fiscal year ended October 31, 2001, for the entire period of the nine months ended July 31, 2002, and for the entire period of the twelve months ended July 31, 2002, but are not otherwise included in the consolidated financial statements for any other period.
Pro forma As of and
as adjusted As of and for the for the
As of and for the years ended for the year nine months ended 12 months
October 31, ended July 31, ended
---------------------------- October 31, ------------------ July 31,
1999 2000 2001 2001(1) 2001 2002 2002
------ ------ -------- ------------ -------- -------- ---------
(U.S. Dollars in millions)
Statement of Operations Data:
Net sales.................................. $853.4 $964.0 $1,456.0 $1,746.3 $1,011.2 $1,197.3 $1,642.1
Gain on sale of timberland................. 4.6 9.2 79.7 79.7 78.7 9.7 10.7
Other income, net (2)...................... 10.4 4.9 6.3 4.6 4.3 4.7 6.7
------ ------ -------- -------- -------- -------- --------
868.4 978.1 1,542.0 1,830.6 1,094.2 1,211.7 1,659.5
------ ------ -------- -------- -------- -------- --------
Cost of products sold...................... 675.1 737.5 1,152.6 1,399.7 802.7 957.5 1,307.4
Selling, general and administrative
expenses.................................. 113.0 128.3 204.7 255.4 141.7 187.8 250.8
Restructuring charge (3)................... -- -- 11.5 11.5 11.5 -- --
Debt extinguishment charge................. -- -- -- -- -- 4.4 4.4
Interest expense, net...................... 13.0 11.8 45.2 61.7 29.3 40.9 56.8
------ ------ -------- -------- -------- -------- --------
801.1 877.6 1,414.0 1,728.3 985.2 1,190.6 1,619.4
------ ------ -------- -------- -------- -------- --------
Income before income taxes, minority
interest in income of consolidated
subsidiaries and equity in earnings of
affiliates................................ 67.3 100.5 128.0 102.3 109.0 21.1 40.1
Income taxes............................... 26.7 38.0 48.5 38.8 41.3 7.6 14.8
------ ------ -------- -------- -------- -------- --------
Income before minority interest in income
of consolidated subsidiaries and equity
in earnings of affiliates................. 40.6 62.5 79.5 63.5 67.7 13.5 25.3
Minority interest in income of consolidated
subsidiaries.............................. -- -- (0.6) (0.6) (0.4) (0.6) (0.8)
Equity in earnings of affiliates........... 10.8 13.3 9.9 9.9 7.1 5.8 8.6
------ ------ -------- -------- -------- -------- --------
Net income................................. $ 51.4 $ 75.8 $ 88.8 $ 72.8 $ 74.4 $ 18.7 $ 33.1
====== ====== ======== ======== ======== ======== ========
Selected Financial Data:
EBITDA (4)(5).............................. $122.7 $157.5 $ 254.9 $ 261.0 $ 195.2 $ 142.2 $ 201.9
Adjusted EBITDA (6)........................ $118.1 $148.3 $ 192.6 $ 198.7 $ 130.0 $ 139.7 $ 202.3
Capital expenditures....................... $ 49.3 $ 78.8 $ 42.7 $ 55.0 $ 35.8 $ 29.9 $ 36.8
Ratio of Adjusted EBITDA to interest
expense, net.............................. 9.1x 12.6x 4.3x 3.2x -- -- 3.6x
Ratio of net debt to Adjusted EBITDA....... 2.1x 1.5x 3.6x 3.4x -- -- 3.2x
Ratio of earnings to fixed charges......... 6.0x 8.0x 3.7x 2.6x 4.6x 1.6x 1.7x
Balance Sheet Data (at end of period):
Cash and cash equivalents.................. $ 8.9 $ 13.4 $ 29.7 $ 29.7 $ 56.3 $ 21.2 $ 21.2
Working capital............................ 145.3 148.2 210.7 210.7 233.6 193.8 193.8
Total assets............................... 911.0 939.3 1,771.2 1,771.2 1,777.4 1,726.2 1,726.2
Total debt................................. 258.0 235.0 714.0 714.0 738.5 672.9 672.9
Total stockholders' equity................. 488.0 542.5 586.3 586.3 599.9 582.2 582.2
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(1) Assumes that the Van Leer Industrial Packaging acquisition had occurred on
November 1, 2000. The pro forma information, as presented above, is not
necessarily indicative of the results which would have been obtained had
the transaction occurred on November 1, 2000, nor are they necessarily
indicative of our future results. See "Unaudited Pro Forma Condensed
Combined Financial Data" contained elsewhere in this prospectus.
(2) Other income, net, primarily includes gain (loss) on sale of facilities,
foreign exchange gain (loss) and rental income.
(3) In the second quarter of 2001, we recorded a restructuring charge related
to the consolidation of certain duplicate facilities caused by the Van Leer
Industrial Packaging acquisition and to improve operating efficiencies and
capabilities. In addition, certain redundant administrative functions were
eliminated.
(4) EBITDA is defined as earnings before interest, income taxes, depreciation,
depletion, amortization, minority interest in income of consolidated
subsidiaries, equity in earnings of affiliates and debt extinguishment
charge. EBITDA is included in this table because it is a basis on which we
assess our financial performance and debt service capabilities. However,
EBITDA should not be considered in isolation or viewed as a substitute for
cash flow from operations, net income or other measures of performance as
defined by accounting principles generally accepted in the United States or
as a measure of our company's profitability or liquidity. While EBITDA is
frequently used by securities analysts, lenders and others in their
evaluation of companies, EBITDA as used herein is not necessarily
comparable to other similarly titled captions of other companies due to
potential inconsistencies in the method of calculation. For information
regarding EBITDA by business segment, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Results of
Operations."
(5) Excluding the operations of Soterra, which is an unrestricted subsidiary
under the indenture governing the notes, EBITDA would have been $157.7
million for the twelve months ended July 31, 2002. See "Risk Factors--The
subsidiary that conducts our timber operations in the United States is an
unrestricted subsidiary."
(6) Adjusted EBITDA excludes gain on sale of timberland, restructuring charges,
and additional non-recurring costs related to the relocation of machinery,
employees and other reorganization costs associated with the integration of
the Van Leer Industrial Packaging acquisition, as follows:
Pro forma As of and
as adjusted As of and for the for the
As of and for the years ended for the year nine months ended 12 months
October 31, ended July 31, ended
---------------------------- October 31, ---------------- July 31,
1999 2000 2001 2001 2001 2002 2002
------ ------ ------ ------------ ------ ------ ---------
(U.S. Dollars in millions)
EBITDA.................... $122.7 $157.5 $254.9 $261.0 $195.2 $142.2 $201.9
Gain on sale of timberland (4.6) (9.2) (79.7) (79.7) (78.7) (9.7) (10.7)
Restructuring charge...... -- -- 11.5 11.5 11.5 -- --
Other non-recurring costs. -- -- 5.9 5.9 2.0 7.2 11.1
------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA........... $118.1 $148.3 $192.6 $198.7 $130.0 $139.7 $202.3
====== ====== ====== ====== ====== ====== ======
|
Excluding the operations of Soterra, which is an unrestricted subsidiary under the indenture governing the notes, Adjusted EBITDA would have been $168.2 million for the twelve months ended July 31, 2002.
Prospective participants in the exchange offer should carefully consider all of the information contained in this prospectus, including the risks and uncertainties described below. The risk factors set forth below (with the exception of the first risk factor) are generally applicable to the original notes as well as the exchange notes.
Risk Factors Associated with the Exchange Offer
If you fail to follow the exchange offer procedures, your notes will not be accepted for exchange.
We will not accept your notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after timely receipt of your original notes, properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your original notes, please allow sufficient time to ensure timely delivery. If we do not receive your original notes, letter of transmittal, and all other required documents by the expiration date of the exchange offer, or you do not otherwise comply with the guaranteed delivery procedures for tendering your notes, we will not accept your outstanding notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange. If there are defects or irregularities with respect to your tender of outstanding notes, we will not accept your outstanding notes for exchange unless we decide in our sole discretion to waive such defects or irregularities.
If you fail to exchange your original notes for exchange notes, they will continue to be subject to the existing transfer restrictions and you may not be able to sell them.
We did not register the original notes, nor do we intend to do so following the exchange offer. Original notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws. As a result, if you hold original notes after the exchange offer, you may not be able to sell them. To the extent any original notes are tendered and accepted in the exchange offer, the trading market, if any, for the original notes that remain outstanding after the exchange offer may be adversely affected due to a reduction in market liquidity.
Because there is no public market for the exchange notes, you may not be able to resell them.
The exchange notes will be registered under the Securities Act but will constitute a new issue of securities with no established trading market, and there can be no assurance as to the liquidity of any trading market that may develop; the ability of holders to sell their exchange notes; or the price at which the holders will be able to sell their exchange notes.
We understand that certain of the initial purchasers presently intend to make a market in the exchange notes. However, they are not obligated to do so, and any market-making activity with respect to the exchange notes may be discontinued at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934 and may be limited during the exchange offer or the pendency of an applicable shelf registration statement. There can be no assurance that an active market will exist for the exchange notes or that any trading market that does develop will be liquid.
Risk Factors Related to Investment in the Exchange Notes
Our substantial debt could adversely affect our financial condition and prevent us from fulfilling our obligations under the exchange notes. This debt could also adversely affect our operating flexibility and put us at a competitive disadvantage.
We have a substantial amount of debt. As of July 31, 2002, on a pro forma basis, after giving effect to the amended and restated senior credit facility, we would have had approximately $676.9 million of indebtedness.
Our substantial level of debt could have important consequences to you. These consequences may include:
We may not be able to generate a sufficient amount of cash flow to meet our debt service obligations, including the notes.
Our ability to make scheduled payments or to refinance our obligations with respect to the notes and our other debt will depend on our financial and operating performance, which, in turn, is subject to prevailing economic conditions and to certain financial, business and other factors beyond our control. If our cash flow and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and may be forced to reduce or delay scheduled expansions and capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt. We cannot assure you that our operating performance, cash flow and capital resources will be sufficient for payment of our debt in the future. In the event that we are required to dispose of material assets or operations or restructure our debt to meet our debt service and other obligations, we cannot assure you as to the terms of any such transaction or how quickly any such transaction could be completed.
If we cannot make scheduled payments on our debt, we will be in default and, as a result:
If our operating performance declines in the future, we may need to obtain waivers from the required lenders under our senior credit facility to avoid being in default. If we breach our covenants under the senior credit facility and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under the senior credit facility and the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation. See "Description of Senior Credit Facility" and "Description of Notes."
Our operations are substantially restricted by the terms of our debt, which could adversely affect us and increase your credit risk.
The indenture governing the notes and our senior credit facility include a number of significant restrictive covenants. These covenants restrict, among other things, our ability to:
As a result, these covenants could limit our ability to plan for or react to market conditions or to meet our capital needs.
In addition, our senior credit facility requires us to maintain certain financial ratios and meet other financial tests. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in lenders not being required to advance any more funds to us, as well as our being required to repay the borrowings under our senior credit facility before their due date. If we were unable to make this repayment or otherwise refinance these borrowings, the lenders under our senior credit facility could foreclose on our assets. If we were able to refinance these borrowings on less favorable terms, our results of operations and financial condition could be adversely affected by increased costs and rates.
Despite our debt levels, we may incur additional debt.
Despite the restrictions and limitations described above, we may be able to incur significant additional indebtedness. Our amended and restated senior credit facility and the indenture governing the notes permit additional borrowings under certain circumstances. See "Description of Senior Credit Facility" and "Description of Notes." As of July 31, 2002, on a pro forma basis, after giving effect to the amended and restated senior credit facility, we would have had approximately $129.5 million of additional borrowings available to us under the senior credit facility, subject to compliance with our financial and other covenants under the terms of our loan agreements.
The notes and guarantees will rank behind all of our and our guarantors' existing and future senior indebtedness. There may not be sufficient assets to make full payment on the notes after all senior indebtedness is paid.
The notes and the guarantees will be subordinated to the prior payment in full of our and the guarantors' existing and future senior indebtedness and equal in right of payment of all other existing and future senior subordinated indebtedness. As of July 31, 2002, on a pro forma basis, after giving effect to the amended and restated senior credit facility, we would have had $403.5 million of senior indebtedness and the guarantors would have had the same amount of senior indebtedness. All of the senior indebtedness of the guarantors will consist of their respective guarantees of senior indebtedness under the senior credit facility. Our and the guarantors' obligations under the notes are unsecured, while our and the guarantors' obligations under the senior credit facility are secured. Because of the subordination provisions of the notes, in the event of bankruptcy, liquidation or dissolution of our company or any guarantor, our assets or the assets of the guarantors would be available to pay obligations under the notes only after all payments have been made on our or the guarantor's senior indebtedness. We cannot assure you that sufficient assets will remain after all such payments have been made to make any payments on the notes. In addition, certain events of default under our senior indebtedness would prohibit us from making any payments on the notes, including payments of interest when due. The term "senior debt" is defined in the "Description of Notes--Certain Definitions" section of this prospectus.
The subsidiary that conducts our timber operations in the United States is an unrestricted subsidiary.
Soterra, the subsidiary that owns and manages our timber operations in the United States, is an unrestricted subsidiary under the indenture governing the notes. For the twelve months ended July 31, 2002, Soterra generated net sales of $39.3 million and EBITDA of $44.2 million (EBITDA, but not net sales, included a $10.1 million gain on timberland sales which occurred during that period).
As an unrestricted subsidiary, Soterra will not be subject to the restrictive covenants in the indenture governing the notes and at any time will have the ability to, among other things, dispose of its assets or incur additional indebtedness, including secured and layered indebtedness. In the event that Soterra takes any of these actions, the holders of Soterra's indebtedness or liens will be entitled to payment on their claims from the assets of Soterra before any of those assets are made available to us, and we cannot assure you that any assets of Soterra will be available to us. We will also have the ability to dispose of our ownership interest in Soterra, including by way of dividends or distributions to our stockholders whereupon Soterra's guarantee of the notes would be released, and we cannot assure you that there will be any proceeds from a disposition of our ownership interest in Soterra.
Not all of our subsidiaries will guarantee the notes, and assets of our non-guarantor subsidiaries may not be available to make payments on the notes.
None of our foreign subsidiaries will guarantee the notes. These entities generate a significant portion of our consolidated revenues and cashflow. In the event that any non-guarantor subsidiary becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of its indebtedness and its trade creditors will generally be entitled to payment on their claims from the assets of that subsidiary before any of those assets are made available to us. Consequently, your claims in respect of the notes will be effectively subordinated to all of the liabilities of our non-guarantor subsidiaries. If we enter into an asset securitization transaction in the future, the securitization subsidiary used in the transaction will not be a guarantor of the notes.
For information concerning the assets and results of operations of guarantor and non-guarantor subsidiaries, see Note 16 of the Notes to the Consolidated Financial Statements for the Years Ended October 31, 2001, 2000 and 1999 and Note 14 of the Notes to the Consolidated Interim Financial Statements for the Nine Months Ended July 31, 2002 and 2001 included elsewhere in the prospectus.
Our ability to meet our obligations under our indebtedness depends on the earnings and cash flows of our subsidiaries and the ability of our subsidiaries to pay dividends or advance or repay funds to us.
We conduct a significant portion of our operations through our subsidiaries. Consequently, our ability to service our debt and pay dividends is dependent, in part, upon the earnings from the businesses conducted by our subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts to us, whether by dividends, loans, advances or other payments. Additionally, some of our subsidiaries are not wholly-owned by us, and thus, may not be subject to our control. The ability of our subsidiaries to pay dividends and make other payments to us depends on their earnings, capital requirements and general financial conditions and is restricted by, among other things, applicable corporate and other laws and regulations as well as, in the future, agreements to which our subsidiaries may be a party.
A court may void the guarantees of the notes or subordinate the guarantees to other obligations of our subsidiary guarantors.
Although standards may vary depending upon the applicable law, generally under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a court could void all or a portion of the guarantees of the notes or subordinate the guarantees to other obligations of our subsidiary guarantors. If the claims of the holders of the notes against any guarantor were held to be subordinated in favor of other creditors of that guarantor, the other creditors would be entitled to be paid in full before any payment could be made on the notes. If one or more of the guarantees is voided or subordinated, we cannot assure you that after providing for all prior claims, there would be sufficient assets remaining to satisfy the claims of the holders of the notes.
We may not have sufficient funds or be permitted by our senior credit facility to purchase notes upon a change of control.
Upon a change of control, we will be required to make an offer to purchase all outstanding notes. However, we cannot assure you that we will have or will be able to borrow sufficient funds at the time of any change of control to make any required repurchases of notes, or that restrictions in our senior credit facility or other senior secured indebtedness we may incur in the future would permit us to make the required repurchases. For the foreseeable future, the covenants in our amended and restated senior credit facility will not permit us to make the required repurchases.
Risk Factors Related to Our Business
Our business is sensitive to general economic conditions. The cyclicality of our customers' industries could negatively impact our sales volume and revenues and our ability to respond to competition or take advantage of business opportunities.
Our revenues are derived from many customers in industries and businesses that are cyclical in nature and subject to changes in general economic conditions, which can cause our operating results to reflect this general cyclical pattern. In addition, because we conduct our operations in a variety of markets, we are subject to economic conditions in each of these markets. Accordingly, general economic downturns or localized downturns in markets where we have operations could have a material adverse effect on us and our business, results of operations and financial condition.
The majority of our products are commodities. Some of the industries in which we compete have had substantial overcapacity for several years. In addition, the industries in which we compete are capital intensive, which leads to high fixed costs and generally results in continued production as long as prices are sufficient to cover marginal costs. Historically, these conditions have contributed to substantial price competition and volatility in our industries. In the event of a recession, demand and prices are likely to drop substantially. Increased production by our competitors will also depress prices for our products.
Our sales and profitability have historically been more sensitive to price changes than changes in volume. Future decreases in prices for our products would adversely affect our operating results. These factors, coupled with our highly leveraged financial position, may adversely impact our ability to respond to competition and to other market conditions or to otherwise take advantage of business opportunities.
Our industries are highly competitive and price fluctuations could diminish our sales volume and revenues.
The industrial shipping containers and containerboard and corrugated products industries are highly competitive. Our competitors include large, vertically integrated industrial shipping containers and containerboard and corrugated products companies and numerous smaller companies. Because the majority of our products are commodities, the industries in which we compete are particularly sensitive to price fluctuations, as well as other factors including innovation, design, quality and service, with varying emphasis on these factors depending on the product line. To the extent that one or more of our competitors become more successful with respect to any key competitive factor, we could lose customers and our sales could decline. In addition, due to the tendency of certain customers to diversify their suppliers, we could be unable to increase or maintain sales volumes with particular customers.
Many of our competitors are less leveraged and have financial and other resources greater than ours and are able to better withstand adverse business cycles. If our facilities and processes are not as cost effective as those of our competitors, we may need to temporarily or permanently close such facilities and suffer a consequent reduction in our revenues.
The continuing consolidation of our customer base for our containerboard and corrugated products may intensify pricing pressures and have a material adverse effect on operations.
Over the last few years, many of our large customers for our containerboard and corrugated products have acquired companies with similar or complementary product lines. This consolidation has increased the concentration of this segment of our business with our largest customers. In many cases, this consolidation has been accompanied by pressure from customers for lower prices, reflecting the increase in the total volume of product purchased or the elimination of a price differential between the acquiring customer and the company acquired. Increased pricing pressures from our customers may have a material adverse effect on our profitability and results of operations.
Our foreign operations are subject to currency exchange, political, investment and other risks that could hinder us from making our debt service payments, increase our operating costs and adversely affect our results of operations.
We have operations in 41 countries. For the twelve months ended July 31, 2002, consolidated net sales from operations outside North America were approximately $635.7 million, which represented approximately 39% of our consolidated net sales. As a result of our foreign operations, we are subject to certain risks which could disrupt our operations or force us to incur unanticipated costs and have an adverse effect on our ability to make payments on our debt obligations, including our ability to make payments on the notes. Our operating performance is affected by devaluations and fluctuations in currency exchange rates by:
We are subject to various other risks associated with operating in foreign countries, such as the following:
Price fluctuations in raw materials and energy costs could adversely affect our ability to obtain the materials needed to manufacture our products and could adversely affect our manufacturing costs.
The principal raw materials used in the manufacture of our products are steel, resins, pulpwood, waste paper for recycling, and paper, which we purchase in highly competitive, price sensitive markets. These raw materials have historically exhibited price and demand cyclicality. Some of these materials have been, and in the future may be, in short supply. While we have not recently experienced any significant difficulty in obtaining our principal raw materials, we cannot assure you that this will continue to be the case in the future for any or all of our mills. We do not have long-term supply contracts or hedging arrangements in place for obtaining our principal raw materials.
The cost of producing our products is sensitive to the price of energy. Energy prices, in particular oil and natural gas, have increased significantly over the past year, with a corresponding effect on our production costs. We cannot assure you that energy prices will not remain at current rates or rise to even higher levels, or that our production costs, competitive position and results of operations will not be adversely affected thereby.
We are subject to environmental regulations and liabilities that could weaken our operating results.
Complying with existing and future environmental laws and regulations, particularly those relating to air and water quality, is a significant factor in our business and could impose material costs and liabilities on us. Our operations are subject to extensive federal, state, local and foreign laws, regulations, rules and ordinances relating to pollution, the protection of the environment, the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials and numerous other environmental laws and regulations. In the ordinary course of business, we are subject to periodic environmental inspections and monitoring by governmental enforcement authorities. In addition, our production facilities require environmental permits that are subject to revocation, modification and renewal.
We have incurred, and in the future may face, environmental liability for the costs of remediating soil or groundwater that is or was contaminated by us or a third party at various sites which are now or were previously owned or operated by us. There also may be similar liability at sites with respect to which either we have received, or in the future may receive, notice that we may be a potentially responsible party and which are the subject to cleanup activity under the Comprehensive Environmental Response, Compensation and Liability Act, analogous state laws and other laws concerning hazardous substance contamination. We have incurred in the past, and may incur in the future, civil and criminal fines and sanctions relating to environmental matters, including violations of environmental permits.
In the past we have made, and in the future may need to make, significant expenditures to comply with environmental laws and regulations. We have reserves based on current information to address environmental liabilities. However, we could incur additional significant expenditures due to changes in law or discovery of new information, and those expenditures could have a material adverse effect on our financial condition. The ultimate costs under environmental laws and the timing of such costs are difficult to predict and potentially significant expenditures could be required in order to comply with environmental laws that may be adopted or imposed in the future.
Our business may be adversely impacted by work stoppages and other labor relations matters.
We are subject to risk of work stoppages and other labor relations matters because approximately 58% of our domestic employees are represented by collective bargaining units. We have experienced work stoppages and strikes in the past, and there may be work stoppages and strikes in the future. Any prolonged work stoppage or strike at any one of our principal manufacturing facilities could have a negative impact on our business, financial condition or results of operations.
Various Dempsey family members and trusts own a significant interest in us and may exercise their control in a manner detrimental to your interests.
Various members of the Dempsey family and their trusts currently control approximately 66% of the voting power of our company. Therefore, the Dempsey family has the power to direct our affairs and is able to determine the outcome of substantially all matters required to be submitted to stockholders for approval, including the election of all our directors. In addition, Naomi C. Dempsey and Michael H. Dempsey, members of the Dempsey family, are directors of our company. We cannot assure you that members of the Dempsey family will not exercise their control over us in a manner detrimental to your interests.
We may incur material product liability costs.
We are subject to the risk of exposure to product liability claims in the event that the failure of any of our products results in personal injury or death, and we cannot assure you that we will not experience material product liability losses in the future. We maintain insurance against product liability claims, but we cannot assure you that such coverage will be adequate for liabilities ultimately incurred or that, due to escalating costs, it will continue to be available on terms acceptable to us. A successful claim brought against us that exceeds available insurance coverage could have a negative impact on our business, financial condition or results of operations.
We may encounter difficulties arising from acquisitions or consolidation efforts.
During the past several years, we have invested, and in the future we may invest, a substantial amount of capital in acquisitions. Acquisitions involve numerous risks, including:
We cannot assure you that we will realize the expected benefits from future acquisitions or that our existing operations will not be harmed as a result of any such acquisitions. In addition, the cost of unsuccessful acquisition efforts could adversely affect our financial performance.
We have undertaken consolidation efforts in the past in connection with our acquisitions, and in connection with future acquisitions, we may need to undertake consolidation plans to eliminate duplicate facilities and to otherwise improve operating efficiencies. These future consolidation efforts may divert the attention of management, disrupt our ordinary operations or those of our subsidiaries or otherwise adversely affect our financial performance.
We may be subject to losses that might not be covered in whole or in part by existing insurance coverage. These uninsured losses could aversely affect our business, financial condition and results of operations.
We carry comprehensive liability, fire and extended coverage insurance on most of our facilities, with policy specifications and insured limits customarily carried for similar properties. However, there are certain types of losses, such as losses resulting from wars, acts of terrorism, or natural disasters, that generally are not insured because they are either uninsurable or not economically insurable. Should an uninsured loss or a loss in excess of insured limits occur, we could lose capital invested in that property, as well as the anticipated future revenues derived from the manufacturing activities conducted at that property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property. Any such loss would adversely impact our business, financial condition and results of operations.
We are dependent on key personnel.
Our continued success will depend largely on the efforts and abilities of our executive officers and certain other key employees, some of whom have employment agreements with us. If, for any reason, these officers or key employees do not remain with us, our operations could be adversely affected until suitable replacements with appropriate experience can be found.
The frequency and volume of our timber and timberland sales will impact our financial performance.
We have a significant inventory of standing timber and timberlands. The decisions we make concerning the frequency and volume of sales of timber and timberlands will impact our financial performance.
The exchange offer is intended to satisfy our obligations under the Registration Rights Agreement that we entered into in connection with the private offering of the original notes. We will not receive any cash proceeds from the issuance of the exchange notes. The original notes that are surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. As a result, the issuance of the exchange notes will not result in any increase or decrease in our indebtedness.
Our net proceeds from the private offering of the original notes, after deducting initial purchaser discounts and our expenses, were approximately $242.0 million. We used the proceeds from the private offering of the original notes to repay borrowings under our senior credit facility. As of July 31, 2002, our senior credit facility consisted of a $31.5 million outstanding U.S. Dollar Term Loan A, a $47.7 million outstanding Euro Term Loan A, a $293.3 million outstanding U.S. Dollar Term Loan B, and a $150 million revolving multicurrency credit facility, with $27.0 million outstanding, all of which accrued interest at either a LIBOR rate or an alternative base rate plus a calculated margin amount and reset on a periodic basis. On August 23, 2002, we amended and restated our senior credit facility. As amended, the senior credit facility consists of a $250.0 million revolving multicurrency credit facility maturing in February 2006, and a $300.0 million term loan maturing in August 2009.
The following table sets forth our unaudited historical capitalization as of July 31, 2002, which includes the effect of the offering of the original notes, and our unaudited pro forma capitalization as of such date after giving effect to the amended and restated senior credit facility. You should read this table in conjunction with the consolidated financial statements and the notes thereto and other financial data included elsewhere in this prospectus. See "Selected Historical Consolidated Financial Data."
As of July 31, 2002
-------------------
As
Actual Adjusted
-------- --------
(in millions)
Cash.................................... $ 21.2 $ 21.2
======== ========
Senior credit facility (1):
Revolving credit facility............ $ 27.0 $ 103.5
Term loan facilities................. 372.5 300.0
-------- --------
Total senior credit facility..... 399.5 403.5
Senior subordinated notes............... 248.0 248.0
Other debt.............................. 25.4 25.4
-------- --------
Total debt.............................. 672.9 676.9
-------- --------
Total stockholders' equity.............. 582.2 582.2
-------- --------
Total capitalization.................... $1,255.1 $1,259.1
======== ========
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In the following table, we have provided the selected historical consolidated financial data for each of the five years in the period ended October 31, 2001, which are derived from our audited consolidated financial statements. The following table also sets forth the selected consolidated financial data for the nine-month periods ended July 31, 2002 and 2001, which are derived from our unaudited consolidated financial statements. The unaudited financial statements include all adjustments, consisting of normal recurring accruals which we consider necessary for a fair presentation of the financial position and the results of operations for these periods. The operating results for the nine months ended July 31, 2002 are not necessarily indicative of the results that may be expected for the entire year ending October 31, 2002. You should read the consolidated financial data below in conjunction with the consolidated financial statements and related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations," contained elsewhere in this prospectus. The results of the operations of Van Leer Industrial Packaging are included in our consolidated financial statements from March 2, 2001, the date of acquisition, and thereby are included for five months of the nine months ended July 31, 2001, for eight months of the fiscal year ended October 31, 2001 and for the entire period of the nine months ended July 31, 2002, but are not otherwise included in the consolidated financial statements for any other period. See also "Unaudited Pro Forma Condensed Combined Financial Data" contained elsewhere in this prospectus for the pro forma effects of the Van Leer Industrial Packaging acquisition as if that transaction had occurred as of November 1, 2000.
As of and for the
nine months ended
As of and for the years ended October 31, July 31,
---------------------------------------- ------------------
1997 1998 1999 2000 2001 2001 2002
------ ------ ------ ------ -------- -------- --------
(U.S. Dollars in millions)
Statement of Operations Data:
Net sales............................... $688.0 $845.8 $853.4 $964.0 $1,456.0 $1,011.2 $1,197.3
Gain on sale of timberland.............. 0.8 8.1 4.6 9.2 79.7 78.7 9.7
Other income, net (1)................... 10.6 3.2 10.4 4.9 6.3 4.3 4.7
------ ------ ------ ------ -------- -------- --------
699.4 857.1 868.4 978.1 1,542.0 1,094.2 1,211.7
------ ------ ------ ------ -------- -------- --------
Cost of products sold................... 589.4 676.2 675.1 737.5 1,152.6 802.7 957.5
Selling, general and administrative
expenses.............................. 74.9 90.3 113.0 128.3 204.7 141.7 187.8
Restructuring charge (2)................ 5.3 27.5 -- -- 11.5 11.5 --
Debt extinguishment charge.............. -- -- -- -- -- -- 4.4
Interest expense, net................... 0.3 7.5 13.0 11.8 45.2 29.3 40.9
------ ------ ------ ------ -------- -------- --------
669.9 801.5 801.1 877.6 1,414.0 985.2 1,190.6
------ ------ ------ ------ -------- -------- --------
Income before income taxes, minority
interest in income of consolidated
subsidiaries and equity in earnings of
affiliates............................ 29.5 55.6 67.3 100.5 128.0 109.0 21.1
Income taxes............................ 11.4 22.5 26.7 38.0 48.5 41.3 7.6
------ ------ ------ ------ -------- -------- --------
Income before minority interest in
income of consolidated subsidiaries
and equity in earnings of affiliates.. 18.1 33.1 40.6 62.5 79.5 67.7 13.5
Minority interest in income of
consolidated subsidiaries............. -- -- -- -- (0.6) (0.4) (0.6)
Equity in earnings of affiliates........ 4.4 4.3 10.8 13.3 9.9 7.1 5.8
------ ------ ------ ------ -------- -------- --------
Net income.............................. $ 22.5 $ 37.4 $ 51.4 $ 75.8 $ 88.8 $ 74.4 $ 18.7
====== ====== ====== ====== ======== ======== ========
Selected Financial Data:
EBITDA (3).............................. $ 61.8 $102.8 $122.7 $157.5 $ 254.9 $ 195.2 $ 142.2
Adjusted EBITDA (4)..................... $ 66.3 $122.2 $118.1 $148.3 $ 192.6 $ 130.0 $ 139.7
Capital expenditures.................... $ 36.2 $ 38.1 $ 49.3 $ 78.8 $ 42.7 $ 35.8 $ 29.9
Ratio of earnings to fixed charges...... 19.9x 8.1x 6.0x 8.0x 3.7x 4.6x 1.6x
Balance Sheet Data (at end of period):
Cash and cash equivalents............... $ 17.7 $ 41.3 $ 8.9 $ 13.4 $ 29.7 $ 56.3 $ 21.2
Working capital......................... 112.5 160.3 145.3 148.2 210.7 233.6 193.8
Total assets............................ 594.5 878.4 911.0 939.3 1,771.2 1,777.4 1,726.2
Total debt.............................. 52.2 235.0 258.0 235.0 714.0 738.5 672.9
Total stockholders' equity.............. 439.0 460.1 488.0 542.5 586.3 599.9 582.2
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As of and for the
nine months ended
As of and for the years ended October 31, July 31,
------------------------------------- ----------------
1997 1998 1999 2000 2001 2001 2002
----- ------ ------ ------ ------ ------ ------
(U.S. Dollars in millions)
EBITDA.................... $61.8 $102.8 $122.7 $157.5 $254.9 $195.2 $142.2
Gain on sale of timberland (0.8) (8.1) (4.6) (9.2) (79.7) (78.7) (9.7)
Restructuring charge...... 5.3 27.5 -- -- 11.5 11.5 --
Other non-recurring costs. -- -- -- -- 5.9 2.0 7.2
----- ------ ------ ------ ------ ------ ------
Adjusted EBITDA........... $66.3 $122.2 $118.1 $148.3 $192.6 $130.0 $139.7
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The purpose of this section is to discuss and analyze our consolidated financial condition, liquidity and capital resources and results of operations. This analysis should be read in conjunction with the consolidated financial statements and notes which appear elsewhere in this prospectus. This section contains certain "forward-looking statements" within the meaning of federal securities laws that involve risks and uncertainties, including statements regarding our plans, objectives, goals, strategies and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under "Disclosure Regarding Forward-Looking Statements" and "Risk Factors" and elsewhere in this prospectus. Our fiscal year begins on November 1 and ends on October 31 of the following year. Any references in this prospectus to the years 2002, 2001, 2000 or 1999, or to any quarter of those years relates to the fiscal year ending in that year.
General
We operate in three business segments: Industrial Shipping Containers; Containerboard & Corrugated Products; and Timber.
We are a leading global provider of industrial shipping container products such as steel, fibre and plastic drums, intermediate bulk containers ("IBCs"), closure systems for industrial shipping containers, and polycarbonate water bottles. We seek to provide complete packaging solutions to our customers by offering a comprehensive range of products and services on a global basis. We sell our products to customers in industries such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical and mineral, among others.
We sell our containerboard, corrugated sheets and other corrugated products and multiwall bags to customers in North America in industries such as packaging, automotive, food, and building products. Our corrugated container products are used to ship such diverse products as home appliances, small machinery, grocery products, building products, automotive components, books and furniture, as well as numerous other applications. Our full line of industrial and consumer multiwall bag products is used to ship a wide range of industrial and consumer products, such as fertilizers, chemicals, concrete, flour, sugar, feed, seed, pet foods, popcorn, charcoal, and salt, primarily for the agricultural, chemical, building products and food industries.
We also provide our customers with a variety of value-added packaging services to complement our industrial shipping and corrugated container products, such as total supply chain management services (including on-site packaging, warehousing, outgoing logistics, inventory management, vendor management, on-site labor management and contract filling), as well as research and development, engineering and design and testing services.
As of July 31, 2002, we owned approximately 272,500 acres of timberland in the southeastern United States. Our timber management is focused on the active harvesting and regeneration of our timber properties to achieve sustainable long-term yields on our timberland. While timber sales are subject to fluctuations, we seek to maintain a consistent cutting schedule, within the limits of market and weather conditions. Soterra, our subsidiary that owns and manages our timber operations in the United States, is an unrestricted subsidiary under the indenture governing the notes. See "Risk Factors--The subsidiary that conducts our timber operations in the United States is an unrestricted subsidiary."
Van Leer Industrial Packaging. In March 2001, we acquired Royal Packaging Industries Van Leer N.V., a Dutch company, Huhtamaki Holdings do Brasil Ltda., a Brazilian company, Van Leer France Holding S.A.S., a French company, Van Leer Containers, Inc., a U.S. company, and American Flange and Manufacturing Co., Inc., a U.S. company, which are collectively referred to as "Van Leer Industrial Packaging." We acquired Van Leer Industrial Packaging for $555.0 million less the amount of certain of its debt and other obligations ($206.4 million) that were assumed by us as of the closing date. Van Leer Industrial Packaging was a worldwide provider of industrial packaging and components, including steel, fibre and plastic drums, polycarbonate water bottles, IBCs and closure systems for industrial shipping containers.
In connection with the Van Leer Industrial Packaging acquisition, we acquired a 25% interest in Socer-Embalagens, Lda. and a 40.06% interest in Balmer Lawrie-Van Leer. Socer-Embalagens reconditions used drums at its facility in Brazil and resells them to customers. Balmer Lawrie-Van Leer manufactures closure systems for industrial shipping containers and plastic drums at its two facilities in India.
The results of the operations of Van Leer Industrial Packaging are included in the consolidated financial statements for eight months of 2001 and for the entire period of 2002, but are not included in the consolidated financial statements for 1999 or 2000, or for the first four months of 2001. See also "Unaudited Pro Forma Condensed Combined Financial Data" contained elsewhere in this prospectus for the pro forma effects of the Van Leer Industrial Packaging acquisition as if that transaction had occurred as of November 1, 2000.
Great Lakes and Trend Pak. In April 1999, we purchased Great Lakes Corrugated Corp. ("Great Lakes") and Trend Pak, Inc. ("Trend Pak") for $20.8 million. Great Lakes manufactures corrugated containers in Toledo, Ohio. Trend Pak adds foam and other packaging materials to corrugated containers manufactured by Great Lakes.
Intermediate Bulk Container Business. In January 1999, we purchased the assets constituting the IBC business of Sonoco Products Company for $38.0 million. This business included one location in Lavonia, Georgia.
CorrChoice Joint Venture. In November 1998, we entered into a joint venture agreement to form CorrChoice, Inc. ("CorrChoice") with the then two shareholders of RDJ Holdings Inc. ("RDJ"), which owned one-half of the outstanding stock of Ohio Packaging Corporation ("OPC"), and the then minority shareholder (the "Minority Shareholder") of a subsidiary of OPC. CorrChoice manufactures corrugated sheets at seven locations in Georgia, Kentucky, Michigan, North Carolina and Ohio. We sell containerboard to CorrChoice, which it uses to produce corrugated sheets, and we purchase corrugated sheets from CorrChoice, with all transactions effected at prevailing market prices. Under the terms of the joint venture agreement, we contributed to CorrChoice all of our stock of Michigan Packaging Company and OPC in exchange for 63.24% of the outstanding stock of CorrChoice. In addition, under the terms of that joint venture agreement, the two shareholders of RDJ contributed all of their stock of RDJ and the Minority Shareholder contributed his stock in the subsidiary of OPC in exchange for an aggregate 36.76% of the outstanding stock of CorrChoice. In connection with the joint venture agreement, we entered into a voting agreement under which we can elect one-half of CorrChoice's board of directors, and therefore, we do not control CorrChoice. CorrChoice has been, and is expected to continue to be, self-supporting. Under certain circumstances, we may purchase, or be required to purchase, the other parties' interest in CorrChoice, or we may be required to sell our interest to the other parties, at a price determined in the manner described in the relevant agreement.
The joint venture agreement and related agreements contain certain covenants and restrictions on certain business activities. These restrictions have not affected our business or operations in any material respect and have not prevented us from pursuing any business opportunities that we desired to pursue.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements, in accordance with these principles, require us to make estimates and assumptions that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our financial statements.
A summary of our significant accounting policies is included in the Notes to Consolidated Financial Statements included in this prospectus. We believe that the consistent application of these policies enable us to provide readers of the financial statements with useful and reliable information about our operating results and financial condition. The following are the accounting policies that we believe are most important to the portrayal of our financial condition and results and require our most difficult, subjective or complex judgments.
We enter into foreign currency forward contracts to hedge certain short-term intercompany loan transactions with our foreign businesses. Such contracts limit our exposure to both favorable and unfavorable currency fluctuations. These contracts are adjusted to reflect market value as of each balance sheet date, with the resulting changes in fair value being recognized in other income, net.
. Restructuring Liabilities--Restructuring liabilities are determined in accordance with appropriate accounting guidance, including Emerging Issues Task Force ("EITF") No. 94-3, EITF No. 95-3 and Staff Accounting Bulletin No. 100 depending upon the facts and circumstances surrounding the situation. Restructuring liabilities recorded in connection with existing and acquired businesses are further discussed in the Notes to Consolidated Financial Statements included in this prospectus.
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 142, "Goodwill and Other Intangible Assets," which requires that goodwill no longer be amortized, but instead be periodically reviewed for impairment. The provisions of SFAS No. 142 will be effective for fiscal years beginning after December 15, 2001. As such, we will adopt SFAS No. 142 at the beginning of our 2003 fiscal year.
We anticipate that the application of the non-amortization provisions of SFAS No. 142 will increase our net income upon adoption. Amortization expense related to our goodwill and indefinite-lived assets was $8.4 million and $6.5 million for our nine-month period ended July 31, 2002 and 2001, respectively, and $9.2 million for the fiscal year ended October 31, 2001.
At this time, the effect of the impairment provisions provided by SFAS No. 142 is not known.
Other items that could have a significant impact on the financial statements include the risks and uncertainties listed in this prospectus under "Disclosure Regarding Forward-Looking Statements" and "Risk Factors." Actual results could differ materially using different estimates and assumptions, or if conditions are significantly different in the future.
Results of Operations
Historically, revenues and earnings may or may not be representative of future operating results due to various economic and other factors. Our year-to-year and period-to-period comparisons have been significantly effected by our acquisition of Van Leer Industrial Packaging in March 2001.
We define EBITDA as earnings from continuing operations before interest, income taxes, depreciation, depletion, amortization, minority interest in income of consolidated subsidiaries, equity in earnings of affiliates and debt extinguishment charge. EBITDA is included in this section because it is a basis on which we assess our financial performance and debt service capabilities. However, EBITDA should not be considered in isolation or viewed as a substitute for cash flow from operations, net income or other measures of performance as defined by accounting principles generally accepted in the United States or as a measure of our company's profitability or liquidity. While EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, EBITDA as used herein is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation.
The following table sets forth the net sales and EBITDA for each business segment for 2001, 2000 and 1999, and for the first nine months of 2002 and 2001.
For the years ended For the nine months
October 31, ended July 31,
------------------------ ------------------
1999 2000 2001 2001 2002
------ ------ -------- -------- --------
Net sales
Industrial Shipping Containers...................... $477.4 $490.9 $1,038.9 $ 697.6 $ 927.6
Containerboard & Corrugated Products................ 351.9 428.4 379.3 285.1 239.7
Timber.............................................. 24.1 44.7 37.8 28.5 30.0
------ ------ -------- -------- --------
Total net sales................................. $853.4 964.0 $1,456.0 $1,011.2 $1,197.3
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EBITDA
Industrial Shipping Containers...................... $ 53.7 $ 46.2 $ 88.5 $ 54.9 $ 89.7
Containerboard & Corrugated Products................ 51.6 80.5 82.4 61.4 32.3
Timber.............................................. 25.3 46.7 111.5 103.0 35.7
------ ------ -------- -------- --------
Total segment................................... 130.6 173.4 282.4 219.3 157.7
Restructuring charge................................ -- -- (11.5) (11.5) --
Corporate and other (1)............................. (7.9) (15.9) (16.0) (12.6) (15.5)
------ ------ -------- -------- --------
Total EBITDA.................................... 122.7 157.5 254.9 195.2 142.2
Depreciation, depletion and amortization............... (42.4) (45.2) (81.5) (57.5) (74.9)
Debt extinguishment charge............................. -- -- -- -- (4.4)
Interest expense, net.................................. (13.0) (11.8) (45.2) (29.3) (40.9)
Foreign currency effects............................... -- -- (0.2) 0.6 (0.9)
------ ------ -------- -------- --------
Income before income taxes, minority interest in
income of consolidated subsidiaries and equity in
earnings of affiliates............................ $ 67.3 $100.5 $ 128.0 $ 109.0 $ 21.1
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Nine Months Ended July 31, 2002 Compared to Nine Months Ended July 31, 2001
Overview
Net sales increased to $1,197.3 million, an increase of 18.4%, in the first nine months of 2002 from $1,011.2 million in the first nine months of 2001. This increase resulted from a $189.5 million increase in net sales from outside North America, partially offset by a $3.5 million decrease in net sales from the North American operations. The decrease in the North American operations was due to lower net s