-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AOwz9+dChilKmOu83xu4j+ZRas1V0Yn4L584D8z3Qt4g1SQV8EIdWoRq6iuig2lt BGVOOEnAE6jC9iES6pkYoQ== 0000043920-01-000004.txt : 20010314 0000043920-01-000004.hdr.sgml : 20010314 ACCESSION NUMBER: 0000043920-01-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010131 FILED AS OF DATE: 20010313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREIF BROTHERS CORP CENTRAL INDEX KEY: 0000043920 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 314388903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-00566 FILM NUMBER: 1567012 BUSINESS ADDRESS: STREET 1: 425 WINTER ROAD CITY: DELAWARE STATE: OH ZIP: 43015 BUSINESS PHONE: 7405496000 MAIL ADDRESS: STREET 1: 425 WINTER ROAD CITY: DELAWARE STATE: OH ZIP: 43015 FORMER COMPANY: FORMER CONFORMED NAME: GREIF BROTHERS COOPERAGE CORP DATE OF NAME CHANGE: 19690820 10-Q 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended January 31, 2001 Commission File Number 1-566 GREIF BROS. CORPORATION (Exact name of registrant as specified in its charter) Delaware 31-4388903 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report: Class A Common Stock 10,523,196 shares Class B Common Stock 11,842,859 shares EX-99.FINANCIAL 2 0002.txt 2 PART I. FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Dollars in thousands, except per share amounts)
For the three months ended January 31, 2001 2000 Net sales $211,641 $229,309 Other income, net (Note 5) 44,853 8,039 256,494 237,348 Cost of products sold 161,269 169,553 Selling, general and administrative expenses 32,419 30,776 Interest expense 3,949 4,183 197,637 204,512 Income before income taxes and equity in earnings of affiliates 58,857 32,836 Income taxes 22,366 12,806 Income before equity in earnings of affiliates 36,491 20,030 Equity in earnings of affiliates 2,084 2,987 Net income $ 38,575 $ 23,017 Basic earnings per share: Class A Common Stock $ 1.37 $ 0.81 Class B Common Stock $ 2.04 $ 1.21 Diluted earnings per share: Class A Common Stock $ 1.36 $ 0.81 Class B Common Stock $ 2.04 $ 1.21 See accompanying Notes to Consolidated Financial Statements
3 GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
ASSETS January 31, October 31, 2001 2000 (Unaudited) CURRENT ASSETS Cash and cash equivalents $ 21,072 $ 13,388 Trade accounts receivable-less allowance of $2,624 for doubtful items ($2,293 in 2000) 110,115 119,645 Income tax receivable -- 14,343 Inventories 41,305 42,741 Net assets held for sale 8,169 8,495 Prepaid expenses and other 13,028 14,531 Total current assets 193,689 213,143 LONG-TERM ASSETS Goodwill-less amortization 134,534 136,284 Investment in affiliates 135,801 136,374 Other long-term assets 18,021 17,868 288,356 290,526 PROPERTIES, PLANTS AND EQUIPMENT-at cost Timber properties-less depletion 44,615 21,518 Land 31,285 12,330 Buildings 133,829 133,591 Machinery and equipment 526,073 521,685 Capital projects in progress 28,289 23,354 764,091 712,478 Accumulated depreciation (287,337) (276,816) 476,754 435,662 $ 958,799 $ 939,331 See accompanying Notes to Consolidated Financial Statements
4 GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY January 31, October 31, 2001 2000 (Unaudited) CURRENT LIABILITIES Accounts payable $ 37,802 $ 45,075 Accrued payrolls and employee benefits 7,720 11,216 Income taxes payable 3,438 2,593 Other current liabilities 4,368 6,063 Total current liabilities 53,328 64,947 LONG-TERM LIABILITIES Long-term obligations 215,000 235,000 Deferred tax liability 75,529 58,895 Postretirement benefit liability 20,449 20,095 Other long-term liabilities 17,407 17,880 Total long-term liabilities 323,385 331,870 SHAREHOLDERS' EQUITY (Note 7) Capital stock, without par value 10,383 10,383 Class A Common Stock: Authorized 32,000,000 shares; issued 21,140,960 shares; outstanding 10,523,196 shares Class B Common Stock: Authorized and issued 17,280,000 shares; outstanding 11,842,859 shares (11,847,359 shares in 2000) Treasury Stock, at cost (58,011) (57,894) Class A Common Stock: 10,617,764 shares Class B Common Stock: 5,437,141 shares (5,432,641 shares in 2000) Retained earnings 633,599 598,301 Accumulated other comprehensive income - foreign currency translation (7,485) (8,276) - interest rate swaps (1,400) -- 577,086 542,514 $ 958,799 $ 939,331 See accompanying Notes to Consolidated Financial Statements
5 GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in thousands)
For the three months ended January 31, 2001 2000 Cash flows from operating activities: Net income $ 38,575 $ 23,017 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 11,798 12,060 Equity in earnings of affiliates less than (in excess of) amounts distributed 785 (596) Deferred income taxes 18,630 565 Gain on disposals of properties, plants and equipment (43,621) (5,923) Other - net (2,026) (1,287) Changes in current assets and liabilities 13,331 7,556 Net cash provided by operating activities 37,472 35,392 Cash flows from investing activities: Purchases of properties, plants and equipment (52,351) (17,858) Proceeds on disposals of properties, plants and equipment 45,341 5,923 Net cash used in investing activities (7,010) (11,935) Cash flows from financing activities: Payments on long-term debt (20,000) (5,000) Dividends paid (3,277) (3,297) Acquisitions of treasury stock (117) (2,756) Other - net -- 23 Net cash used in financing activities (23,394) (11,030) Foreign currency translation adjustment 616 759 Net increase in cash and cash equivalents 7,684 13,186 Cash and cash equivalents at beginning of period 13,388 8,935 Cash and cash equivalents at end of period $ 21,072 $ 22,121 See accompanying Notes to Consolidated Financial Statements
6 GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2001 NOTE 1 -- BASIS OF PRESENTATION The information furnished herein reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the consolidated balance sheets as of January 31, 2001 and October 31, 2000 and the consolidated statements of income and cash flows for the three- month periods ended January 31, 2001 and 2000. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts could differ from those estimates. These financial statements should be read in conjunction with the financial statements and notes thereto included in the most recent Annual Report on Form 10-K of Greif Bros. Corporation and its subsidiaries (collectively, the "Company"). Certain prior year amounts have been reclassified to conform to the 2001 presentation. NOTE 2 -- INVENTORIES Inventories are comprised principally of raw materials and are stated at the lower of cost (principally on last-in, first-out basis) or market. NOTE 3 -- NET ASSETS HELD FOR SALE Net assets held for sale represent land, buildings and land improvements less accumulated depreciation for locations that have been closed. As of January 31, 2001, there were nine locations held for sale, the majority of which were the result of the 1998 restructuring plan. The net assets held for sale have been listed for sale, and it is the Company's intention to complete the sales within the upcoming year. NOTE 4 -- INVESTMENT IN AFFILIATES The Company has investments in CorrChoice (63.24%) and Abzac- Greif (49%) which are accounted for on the equity method. The Company's share of earnings of these affiliates is included in income as earned. In the first quarter of 2001, the Company received dividends from affiliates of $2,870,000. The difference between the cost basis of the Company's investment in the underlying equity of affiliates of $5,078,000 at January 31, 2001 is being amortized over a fifteen-year period. The summarized unaudited financial information below represents the combined results of the Company's unconsolidated affiliates (Dollars in thousands):
Three Months Ended January 31, 2001 2000 Net sales $69,565 $71,948 Gross profit 10,067 11,897 Operating income 6,469 8,515 Net income 3,976 5,331
NOTE 5 -- TIMBERLAND TRANSACTIONS Sale of Timber Properties: On December 21, 2000, the Company sold certain hardwood timberlands situated in Arkansas, Mississippi and Louisiana for $44.4 million. As such, the Company recognized a gain of $43.0 million during the first quarter of 2001 related to this transaction. In a related agreement signed in December 2000, the Company agreed to sell other hardwood timberlands for $30.0 million in March 2001. A total of approximately 65,000 acres of timber properties were sold or will be sold as a result of these transactions. Purchase of Timber Properties: On December 21, 2000, the Company purchased certain softwood timberlands situated in Louisiana for $42.8 million. In an agreement signed in December 2000, the Company also agreed to purchase other softwood timberlands for $43.1 million in March 2001. 8 A total of approximately 63,000 acres of timber properties were purchased or will be purchased as a result of these transactions. NOTE 6 -- INTEREST RATE CONTRACTS During the first quarter of 2001, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities,- as amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities" Deferral of the Effective Date of FASB Statement No. 133," and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities." These statements require that all derivatives be recorded in the balance sheet as either assets or liabilities and measured at fair value. The accounting for changes in fair value of the derivative depends on the intended use of the derivative and the resulting designation. The Company enters into interest rate swap agreements for the purpose of hedging its exposure to fluctuations in interest rates. Under SFAS No. 133, the Company's interest rate swap contracts are considered cash flow hedges. During 1998, the Company entered into an interest rate swap agreement with an original notional amount of $140 million, which amount periodically reduces through the expiration date of March 30, 2008 ($110 million at January 31, 2001). The Company entered into another swap agreement during 1998 with a notional amount of $20 million expiring on October 31, 2001. The interest rate swap contracts were entered into to assist the Company in its management of exposure to variable rate debt. Under the agreements, the Company receives interest quarterly from the counterparty equal to the LIBOR rate and pays interest quarterly to the counterparty at a fixed rate of 6.15% and 5.22% for the $110 million and the $20 million swap agreements, respectively. The differentials paid or received under these agreements are recorded as an adjustment to interest expense and are included in interest receivable or payable. At January 31, 2001, a liability for the interest rate swap contracts, which represented their fair values at that time, in the amount of $2,259,000 ($1,400,000 net of tax) was recorded with an offsetting amount in accumulated other comprehensive income. When SFAS Nos. 133, 137, and 138 were adopted on November 1, 2000, the Company recorded an asset for the interest rate swap contracts in the amount of $2,606,000 ($1,616,000 net of tax). A credit in the same amount was recorded as accumulated other comprehensive income at that date. Accordingly, the loss recognized in other comprehensive income for the quarter ended January 31, 2001 was $4,865,000 or $3,016,000 on a net of tax basis. The fair values of the interest rate swap contracts were determined by the counterparties. 9 NOTE 7 -- CAPITAL STOCK AND RETAINED EARNINGS Class A Common Stock is entitled to cumulative dividends of 1 cent a share per year after which Class B Common Stock is entitled to non- cumulative dividends up to 1/2 cent per share per year. Further distribution in any year must be made in proportion of 1 cent a share for Class A Common Stock to 1 1/2 cents a share for Class B Common Stock. The Class A Common Stock shall have no voting power nor shall it be entitled to notice of meetings of the stockholders, all rights to vote and all voting power being vested exclusively in the Class B Common Stock unless four quarterly cumulative dividends upon the Class A Common Stock are in arrears. There is no cumulative voting. NOTE 8 -- DIVIDENDS PER SHARE The following dividends per share were paid during the period indicated:
Three Months Ended January 31, 2001 2000 Class A Common Stock $0.12 $0.12 Class B Common Stock $0.17 $0.17
NOTE 9 -- CALCULATION OF EARNINGS PER SHARE The Company has two classes of common stock and, as such, applies the "two-class method" of computing earnings per share as prescribed in SFAS No. 128, "Earnings Per Share." In accordance with the statement, earnings are allocated first to Class A and Class B Common Stock to the extent that dividends are actually paid and the remainder allocated assuming all of the earnings for the period have been distributed in the form of dividends. 10 The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:
Three Months Ended January 31, 2001 2000 Class A Common Stock: Basic shares 10,523,196 10,624,749 Assumed conversion of stock options 29,527 31,236 Diluted shares 10,552,723 10,655,985 Class B Common Stock: Basic and diluted shares 11,846,778 11,868,046
There were 797,634 stock options that were antidilutive for the three- month period ended January 31, 2001 (496,786 for the three-month period ended January 31, 2000). NOTE 10 -- COMPREHENSIVE INCOME Comprehensive income is comprised of net income and other charges and credits to equity that are not the result of transactions with the owners. The components of comprehensive income, net of tax, are as follows:
Three Months Ended January 31, 2001 2000 Net income $38,575 $23,017 Other comprehensive income (loss): Foreign currency translation adjustment 791 901 Change in market value of interest rate swaps (3,016) -- Comprehensive income $36,350 $23,918
As determined in Note 6, the Company adopted SFAS Nos. 133, 137 and 138 on November 1, 2000 and accordingly, the change in the market value of interest rate swaps is not recognized as a component of comprehensive income prior to adoption. 11 NOTE 11 -- BUSINESS SEGMENT INFORMATION The Company operates in three business segments: Industrial Shipping Containers; Containerboard & Corrugated Products; and Timber. Operations in the Industrial Shipping Containers segment involve the production and sale of shipping containers. These products are manufactured and principally sold throughout the United States, Canada and Mexico. Operations in the Containerboard & Corrugated Products segment involve the production and sale of containerboard, both virgin and recycled, and related corrugated sheets, corrugated containers and multiwall bags. The products are manufactured and sold in the United States and Canada. Operations in the Timber segment involve the management and sale of timber on approximately 279,000 acres of timberlands in the states of Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi and Virginia. The Company's reportable segments are strategic business units that offer different products. The Company evaluates performance and allocates resources based on income before income taxes and equity in earnings of affiliates. The accounting policies of the reportable segments are the same as those described in the "Description of Business and Summary of Significant Accounting Policies" note in the 2000 Annual Report except that the Company accounts for inventory on a first-in, first-out basis at the segment level compared to a last-in, first-out basis at the consolidated level. Corporate and other includes the costs associated with the Company's corporate headquarters, the Company's long-term obligations and other non-segment items. 12 The following segment information is presented for the periods indicated (Dollars in thousands):
Three Months Ended January 31, 2001 2000 Net sales: Industrial Shipping Containers $107,247 $111,767 Containerboard & Corrugated Products 96,977 100,964 Timber 7,417 16,578 Total $211,641 $229,309 Income before income taxes and equity in earnings of affiliates: Industrial Shipping Containers $ 4,835 $ 8,673 Containerboard & Corrugated Products 17,627 15,662 Timber 49,277 20,595 Total segment 71,739 44,930 Corporate and other (12,882) (12,094) Total $ 58,857 $ 32,836 January 31, October 31, 2001 2000 Total assets: Industrial Shipping Containers $387,199 $397,741 Containerboard & Corrugated Products 347,747 350,791 Timber 68,546 29,472 Total segment 803,492 778,004 Corporate and other 155,307 161,327 Total $958,799 $939,331
13 NOTE 12 -- RECENT ACCOUNTING STANDARDS In December 1999, the Securities and Exchange Commission released Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements," which is effective for the fourth quarter of 2001 for the Company. SAB No. 101 provides guidance on the recognition, presentation and disclosure of revenue in financial statements. The Company does not believe that SAB No. 101 will have a material impact on the results of operations. NOTE 13 -- SUBSEQUENT EVENT On March 2, 2001,pursuant to the terms of a Share Purchase Agreement between the Company and Huhtamaki Van Leer Oyj, a Finnish corporation ("Huhtamaki"), the Company acquired all of the issued share capital of Royal Packaging Industries Van Leer N.V., a Netherlands limited liability company ("Van Leer Industrial"), for $555 million less the amount of Van Leer Industrial's debt and certain other obligations as of the closing date. Van Leer Industrial is a worldwide provider of industrial packaging and components, including steel, fibre and plastic drums, polycarbonate water bottles, intermediate bulk containers and closure systems, with operations in over 40 countries. Van Leer Industrial had EUR 1,028 million ($951 million) in net sales for its fiscal year ended December 31, 2000. The transaction will be accounted for as a purchase. On March 2, 2001, the Company and Greif Spain Holdings, S.L. entered into a $900 million Senior Secured Credit Agreement with a syndicate of lenders. A portion of the proceeds from the Senior Secured Credit Agreement was used to fund the Van Leer Industrial acquisition and to refinance amounts outstanding under the Company's then existing revolving credit facility. The Senior Secured Credit Agreement provides for three term loans, a $150 million U.S. Dollar Term Loan A, a $200 million Euro Term Loan A and a $400 million Term Loan B, and a $150 million revolving multicurrency credit facility. The revolving multicurrency credit facility, as provided for in the Senior Secured Credit Agreement, is available for working capital and general corporate purposes. The Term Loan A (both U.S. Dollar and Euro) and Term Loan B periodically reduce through the maturity date of February 28, 2006 and February 29, 2008, respectively. The revolving multicurrency credit facility matures on February 28, 2006. 14 The Senior Secured Credit Agreement contains certain covenants, which include financial covenants that require the Company to maintain a certain leverage ratio, sufficient coverage of interest expense and fixed charges and a minimum net worth. In addition, the Company is limited with respect to the occurrence of additional debt. The repayment of this facility is secured by a first lien on substantially all of the personal property and certain of the real property of the Company. Standard & Poor's and Moody's Investors Service have assigned a "BB" rating and a "Ba3" rating, respectively, to the loan obligations of the Company under the Senior Secured Credit Agreement. 15 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Historically, revenues or earnings may or may not be representative of future operations because of various economic factors. The following comparative information is presented for the three-month periods ended January 31, 2001 and 2000. Net sales decreased $17.7 million or 7.7% during the first quarter of 2001 compared to the same period last year. The reduction is primarily due to lower Timber segment net sales ($9.2 million) as well as lower sales volume in the Company's other segments. The Industrial Shipping Containers segment had a decrease in net sales of $4.5 million or 4.0% primarily due to a decrease in customer demand caused by a decline in the U.S. market conditions. In addition, sales to the agricultural sector decreased due to the late harvest of certain crops during 1999, which extended into the first quarter of 2000. Recent gains achieved through improved pricing have partially offset these reductions. The Containerboard & Corrugated Products segment had a decrease in net sales of $4.0 million or 3.9% primarily due to lower sales volume partially offset by higher average selling prices. This reduction in sales volume was caused by lower customer demand in the containerboard industry due to a decline in the U.S. market conditions. The net sales of the Timber segment decreased $9.2 million from $16.6 million during the first quarter of 2000 to $7.4 million during the first quarter of 2001. The reduction was due to the unusually high volume of timber sold in the first quarter of 2000 and fewer scheduled sales this year. The sales of timber are recorded as net sales, while the sales of timberlands are included in other income. Future sales will take place as market conditions warrant; however, the results for the first quarter of 2001 are not necessarily indicative of the Company's expectations for the entire year. Other income increased to $44.9 million during the first quarter of 2001 from $8.0 million during the same period last year. This increase is primarily due to a gain on timberland sales of $43.0 million for the quarter compared to $5.9 million last year (see "Timberland Transactions" below). The cost of products sold, as a percentage of net sales, increased from 73.9% last period to 76.2% this period. The increase is primarily due to the reduction of Timber segment sales included in net sales during the first quarter of 2001 as compared to last year. The timber sales of the Company have a very low cost associated with them. As such, lower timber sales result in a higher cost of products sold as a percentage of net sales. 16 The $1.6 million increase in selling, general and administrative expense is primarily due to higher costs to support the necessary infrastructure for current and future growth initiatives. Interest expense during the first quarter of 2001 decreased to $3.9 million from $4.2 million during the same period last year. The reduction was primarily due to lower average debt outstanding of $227.5 million this period compared to $256.8 million last period. Equity in earnings of affiliates was $2.1 million for the first quarter of 2001 versus $3.0 million for the same period last year. This income represents the Company's equity interest in CorrChoice's net income and, to a lesser extent, the Company's share of Abzac-Greif's net income (see Note 7 to the Consolidated Financial Statements contained in Item I). Timberland Transactions: On December 21, 2000, the Company sold certain hardwood timberlands situated in Arkansas, Mississippi and Louisiana for $44.4 million. As such, the Company recognized a gain of $43.0 million during the first quarter of 2001 related to this transaction. In a related agreement signed in December 2000, the Company agreed to sell other hardwood timberlands for $30.0 million in March 2001. A total of approximately 65,000 acres of timber properties were sold or will be sold as a result of these transactions. In a separate transaction on December 21, 2000, the Company purchased certain softwood timberlands situated in Louisiana for $42.8 million. In an agreement signed in December 2000, the Company agreed to purchase other softwood timberlands for $43.1 million in March 2001. A total of approximately 63,000 acres of timber properties were purchased or will be purchased as a result of these transactions. For tax purposes, these sale and purchase transactions will be treated as like-kind exchanges pursuant to Section 1031 of the Internal Revenue Code, and will result in a deferral of the tax gain on the sale transactions. LIQUIDITY AND CAPITAL RESOURCES As reflected by the Consolidated Balance Sheet at January 31, 2001 and discussed in greater detail in the 2000 Annual Report, the Company is dedicated to maintaining a strong financial position. It is management's belief that this dedication is extremely important during all economic times. 17 As discussed in the 2000 Annual Report, the Company is subject to the economic conditions of the market in which it operates. During this period, the Company has been able to utilize its financial strength to meet its continued business needs. The current ratio of 3.6:1 as of January 31, 2001 is an indication of the Company's continued dedication to strong liquidity. Investments in Business Expansion: Capital expenditures were $9.6 million during the three months ended January 31, 2001, excluding the purchase of timber properties ($42.8 million). Planned Business Expansions: On March 2, 2001, the Company purchased Van Leer Industrial from Huhtamaki for $555 million less the amount of Van Leer Industrial's debt and certain other obligations as of the closing date. Van Leer Industrial is a worldwide provider of industrial packaging and components,including steel, fibre and plastic drums, polycarbonate water bottles, intermediate bulk containers and closure systems, with operations in over 40 countries. On March 2, 2001, the Company and Greif Spain Holdings, S.L. entered into a $900 million Senior Secured Credit Agreement with a syndicate of lenders. A portion of the proceeds from the Senior Secured Credit Agreement was used to fund the Van Leer Industrial acquisition and to refinance amounts outstanding under the Company's then existing revolving credit facility. The Senior Secured Credit Agreement provides for three term loans, a $150 million U.S. Dollar Term Loan A, a $200 million Euro Term Loan A and a $400 million Term Loan B, and a $150 million revolving multicurrency credit facility. The revolving multicurrency credit facility, as provided for in the Senior Secured Credit Agreement, is available for working capital and general corporate purposes. The Term Loan A (both U.S. Dollar and Euro) and Term Loan B periodically reduce through the maturity date of February 28, 2006 and February 29, 2008, respectively. The revolving multicurrency credit facility matures on February 28, 2006. 18 The Senior Secured Credit Agreement containes certain covenants which include financial covenants that require the Company to maintain a certain leverage ratio, sufficient coverage of interest expense and fixed charges and a minimum net worth. In addition, the Company is limited with respect to the occurrence of additional debt. The repayment of this facility is secured by a first lien on substantially all of the personal property and certain of the real property of the Company. Standard & Poor's and Moody's Investors Service have assigned a "BB" rating and a "Ba3" rating, respectively, to the loan obligations of the Company under the Senior Secured Credit Agreement. Balance Sheet Changes: The increase in timber properties and land are primarily due to the first installment to purchase 63,000 acres of pine timber and land in Louisiana for $85.9 million. The first installment occurred in December 2000 for $42.8 million and an additional closing involving $43.1 million is expected to be complete in March 2001. The increase in deferred tax liability was due to the first installment sale of 65,000 acres of hardwood timber for $74.4 million. In December 2000, a gain of $43.0 million was recognized on the sale of $44.4 million of these properties. The tax gain is being deferred pursuant to Section 1031 of the Internal Revenue Code. The sale of the remaining $30.0 million of timber properties is expected to close in March 2001. The reduction in long-term obligations was due to the repayment of amounts borrowed under the Company's revolving credit facility. Other Liquidity Matters: During 1997, the Company embarked on a program to implement a new management information system. The purpose of the new management information system is to focus on using information technology to link operations in order to become a low-cost producer and more effectively service the Company's customers. The ultimate cost of this project is dependent upon management's final determination of the locations, timing and extent of integration of the new management information system. As of January 31, 2001, the Company has spent approximately $29 million towards this project. While this program is not complete, especially with regard to the manufacturing and sales modules, the centralized finance module is in place. As such, amortization has begun on approximately $20 million of this amount. The capitalized costs of the project are being amortized on a straight-line basis over a seven-year period. In addition to the new management information system, as described above, the Company has approved future purchases of approximately $16 million. These purchases are primarily to replace and improve equipment. 19 Borrowing and self-financing have been the primary sources for past capital expenditures and acquisitions. The Company anticipates financing future capital expenditures in a like manner and believes that it will have adequate funds available for planned expenditures. Share Repurchase Program: During the first quarter of 2001, the Company repurchased 4,500 shares of Class B Common Stock. As of January 31, 2001, the Company had repurchased 564,410 shares, including 405,476 Class A common shares and 158,934 Class B common shares. 20 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Some of the information in this Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believe," "expect,' "anticipate,' "project" and similar expressions, among others, identify forward-looking statements. Forward-looking statements speak only as of the date the statement was made. Such forward-looking statements are subject to certain risks and uncertainties that could cause the Company's actual results to differ materially from those projected. Such risks and uncertainties that might cause a difference include, but are not limited to, changes in general business and economic conditions, capacity levels in the containerboard market, competitive pricing pressures, in particular with respect to the price of paper, litigation or claims against the Company pertaining to environmental, product liability and safety and health matters, risks associated with the Company's acquisition strategy, in particular the Company's ability to locate and acquire other businesses, the Company's ability to integrate its newly acquired operations effectively with its existing businesses, the Company's ability to achieve improved operating efficiencies and capabilities sufficient to offset consolidation expenses and the frequency and volume of sales of the Company's timber and timberlands. These and other risks and uncertainties that could materially affect the financial results of the Company are further discussed in the Company's filings with the Securities and Exchange Commission, including the Company's Form 10-K for the year ended October 31, 2000. 21 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK There is no change in the quantitative and qualitative disclosures about the Company's market risk from the disclosures contained in the Company's Annual Report on Form 10-K for the year ended October 31, 2000. PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a.) The Company held its Annual Meeting of Stockholders on February 26, 2001. (b.) At the Annual Meeting of Stockholders, the following nominees were elected to the Board of Directors. The inspectors of election certified the following vote tabulations:
For Withheld Charles R. Chandler 11,473,385 110 Michael H. Dempsey 11,473,385 110 Naomi C. Dempsey 11,473,385 110 Michael J. Gasser 11,459,385 110 Daniel J. Gunsett 11,471,385 110 John C. Kane 11,473,385 110 Robert C. Macauley 11,473,385 110 David J. Olderman 11,472,905 110 William B. Sparks, Jr. 11,472,185 110
(c.) The Company's 2001 Management Equity Incentive and Compensation Plan was approved at the Annual Meeting of Stockholders. The inspectors of election certified the following vote tabulations:
For Against Abstain 10,818,623 58,895 19,224
EX-99.OTHER 3 0003.txt 22 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (b.) Reports on Form 8-K. On January 30, 2001, the Company filed a Current Report on Form 8-K under Item 5 that described the following events: Industrial Shipping Containers Acquisition: An amendment to the October 27, 2000 definitive agreement to purchase the Industrial Packaging Division of Royal Packaging Industries Van Leer N.V., a Netherlands limited liability company, from Huhtamaki Van Leer Oyj, a Finnish corporation for $555 million less the amount of Van Leer Industrial's debt and certain other obligations as of the closing date. Sale and Purchase of Timber Properties: On December 21, 2000, the Company sold certain hardwood timberlands situated in Arkansas, Mississippi and Louisiana for $44.4 million. As such, the Company recognized a gain of $43.0 million during the first quarter of 2001 related to this transaction. In a related agreement signed in December 2000, the Company agreed to sell other hardwood timberlands for $30.0 million in March 2001. On December 21, 2000, the Company purchased certain softwood timberlands situated in Louisiana for $42.8 million. In a related agreement signed in December 2000, the Company agreed to purchase other softwood timberlands for $43.1 million in March 2001. 23 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. Greif Bros. Corporation (Registrant) Date: March 13, 2001 /s/ Kenneth E. Kutcher Kenneth E. Kutcher Chief Financial Officer and Secretary (Duly Authorized Signatory) -----END PRIVACY-ENHANCED MESSAGE-----