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, 2000 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 10,587,296 shares
Class B Common Stock 11,847,859 shares
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Dollars in thousands, except per share amounts)
<CAPTION>
For the three months ended January 31, 2000 1999
<S> <C> <C>
Net sales $229,309 $180,004
Other income, net 8,039 1,974
237,348 181,978
Cost of products sold 169,553 148,589
Selling, general and administrative expenses 30,776 26,516
Interest expense 4,183 3,865
204,512 178,970
Income before income taxes and equity in
earnings of affiliates 32,836 3,008
Income taxes 12,806 1,147
Income before equity in earnings of affiliates 20,030 1,861
Equity in earnings of affiliates 2,987 1,820
Net income $ 23,017 $ 3,681
Basic and diluted earnings per share:
Class A Common Stock $ 0.81 $ 0.13
Class B Common Stock $ 1.21 $ 0.19
<FN>
See accompanying Notes to Consolidated Financial Statements
</TABLE>
<TABLE>
GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<CAPTION>
ASSETS
January 31, October 31,
2000 1999
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 22,121 $ 8,935
Canadian government securities 5,381 5,314
Trade accounts receivable - less allowance
of $2,849 for doubtful items ($2,456 in 1999) 121,278 124,754
Inventories 41,732 50,706
Deferred tax asset 6,857 6,857
Net assets held for sale 8,457 6,462
Prepaid expenses and other 14,751 14,270
Total current assets 220,577 217,298
LONG-TERM ASSETS
Goodwill - less amortization 141,230 142,977
Investment in affiliates 125,243 124,360
Other long-term assets 24,630 25,218
291,103 292,555
PROPERTIES, PLANTS AND EQUIPMENT - at cost
Timber properties - less depletion 11,225 9,925
Land 12,975 12,280
Buildings 121,918 124,594
Machinery and equipment 499,963 491,533
Capital projects in progress 41,014 40,651
687,095 678,983
Accumulated depreciation (280,265) (277,850)
406,830 401,133
$ 918,510 $ 910,986
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 36,919 $ 46,703
Accrued payrolls and employee benefits 7,312 10,154
Restructuring reserves 2,601 5,157
Income taxes payable 10,386 --
Other current liabilities 9,997 10,017
Total current liabilities 67,215 72,031
LONG-TERM LIABILITIES
Long-term obligations 253,000 258,000
Deferred tax liability 49,817 48,960
Postretirement benefit liability 21,624 21,154
Other long-term liabilities 20,984 22,859
Total long-term liabilities 345,425 350,973
SHAREHOLDERS' EQUITY (Note 2)
Capital stock, without par value 10,228 10,207
Class A Common Stock:
Authorized 32,000,000 shares;
issued 21,140,960 shares;
outstanding 10,587,296 shares
(10,653,396 in 1999)
Class B Common Stock:
Authorized and issued 17,280,000 shares;
outstanding 11,847,859 shares
(11,873,896 in 1999)
Treasury Stock, at cost (55,694) (52,940)
Class A Common Stock: 10,553,664 shares
(10,487,564 in 1999)
Class B Common Stock: 5,432,141 shares
(5,406,104 in 1999)
Retained earnings 556,846 537,126
Accumulated other comprehensive income
- foreign currency translation (5,510) (6,411)
505,870 487,982
$ 918,510 $ 910,986
<FN>
See accompanying Notes to Consolidated Financial Statements
</TABLE>
<TABLE>
GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in thousands)
<CAPTION>
For the three months ended January 31, 2000 1999
<S> <C> <C>
Cash flows from operating activities:
Net income $ 23,017 $ 3,681
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization 12,060 11,111
Undistributed equity in earnings of affiliates (596) (1,820)
Deferred income taxes 565 713
Other - net (1,287) (1,416)
Changes in current assets and liabilities, net
of effects from acquisitions and dispositions 7,556 4,380
Net cash provided by operating activities 41,315 16,649
Cash flows from investing activities:
Acquisitions and dispositions, net of cash -- (49,452)
Disposals of investments in Canadian
government securities -- 1,321
Purchases of properties, plants and equipment (17,858) (8,361)
Net cash used by investing activities (17,858) (56,492)
Cash flows from financing activities:
Proceeds from long-term debt -- 36,500
Payments on long-term debt (5,000) (21,500)
Dividends paid (3,297) (3,349)
Acquisitions of treasury stock (2,756) --
Other - net 23 --
Net cash (used in) provided by financing
activities (11,030) 11,651
Foreign currency translation adjustment 759 408
Net increase (decrease) in cash and cash
equivalents 13,186 (27,784)
Cash and cash equivalents at beginning of period 8,935 41,329
Cash and cash equivalents at end of period $ 22,121 $ 13,545
<FN>
See accompanying Notes to Consolidated Financial Statements
</TABLE>
GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2000
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, 2000 and October 31, 1999
and the consolidated statements of income and cash flows for the three-
month periods ended January 31, 2000 and 1999. The preparation of
financial statements in conformity with generally accepted accounting
principles 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 period amounts have been reclassified to conform to
the 2000 presentation.
NOTE 2 -- 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
cumulative dividends upon the Class A Common Stock are in arrears.
There is no cumulative voting.
NOTE 3 -- DIVIDENDS PER SHARE
The following dividends per share were paid during the period
indicated:
<TABLE>
<CAPTION>
Three Months
Ended January 31,
2000 1999
<S> <C> <C>
Class A Common Stock $0.12 $0.12
Class B Common Stock $0.17 $0.17
</TABLE>
NOTE 4 -- 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 Statement of Financial Accounting Standards ("SFAS") No.
128, "Earnings Per Share." In accordance with the statement, earnings are
allocated first to Class A and Class B Common Stock to the extent that
dividends are actually paid and the remainder allocated assuming all of the
earnings for the period have been distributed in the form of dividends.
The following is a reconciliation of the shares used to calculate
basic and diluted earnings per share:
<TABLE>
<CAPTION>
Three Months
Ended January 31,
2000 1999
<S> <C> <C>
Class A Common Stock:
Basic shares 10,624,749 10,909,672
Assumed conversion of stock options 31,236 57,436
Diluted shares 10,655,985 10,967,108
Class B Common Stock:
Basic and diluted shares 11,868,046 12,001,793
</TABLE>
There are 496,786 stock options that are antidilutive for 2000
(230,275 for 1999).
NOTE 5 -- 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 6 -- 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, 2000, there were thirteen locations held for sale,
the majority of which were the result of the 1998 restructuring plan (See
Note 9 - Prior Year Restructuring Charges). The net assets held for sale
have been listed for sale, and it is the Company's intention to complete the
sales within the next year.
NOTE 7 -- ACQUISITIONS
CorrChoice Joint Venture:
On November 1, 1998, the Company entered into a Joint Venture
Agreement with RDJ Holdings Inc. ("RDJ") and a minority shareholder of a
subsidiary of Ohio Packaging Corporation (the "Minority Shareholder") to
form CorrChoice, Inc. ("CorrChoice"). Pursuant to the terms of the Joint
Venture Agreement, the Company contributed all of its stock of Michigan
Packaging Company ("Michigan Packaging") and Ohio Packaging
Corporation ("Ohio Packaging") in exchange for a 63.24% ownership
interest in CorrChoice. RDJ and the Minority Shareholder contributed all of
their stock of Ohio Packaging and its subsidiaries in exchange for a
36.76% ownership interest in CorrChoice. In connection with the closing of
the CorrChoice joint venture, the Company and RDJ entered into a voting
agreement which enables the Company and RDJ to be equally represented
on CorrChoice's Board of Directors. As such, the Company does not
control CorrChoice. Therefore, in accordance with generally accepted
accounting principles, the Company has recorded its investment in
CorrChoice using the equity method of accounting.
Intermediate Bulk Containers ("IBC") Acquisition:
On January 11, 1999, the Company purchased the assets of the IBC
business from Sonoco Products Company ("Sonoco") for $38,013,000 in
cash. In addition, the Company paid $234,000 in legal and professional fees
related to the acquisition. Prior to the acquisition date, and subsequent to
March 30, 1998, the Company marketed and sold IBCs under a
distributorship agreement with Sonoco.
Great Lakes and Trend Pak Acquisitions:
On April 5, 1999, the Company purchased the common stock of
Great Lakes Corrugated Corp. ("Great Lakes") and Trend Pak, Inc. ("Trend
Pak") from their shareholders for $20,813,000 in cash. In addition, the
Company paid $107,000 in legal and professional fees related to the
acquisition.
Abzac-Greif Investment:
During June 1999, Greif Containers Inc., a wholly owned Canadian
subsidiary of the Company, exchanged its spiral core manufacturing
assets with Abzac S.A., a privately held company in France, for a 49%
equity interest in Abzac's fibre drum business (known as "Abzac-Greif").
The effective date of the transaction was January 1, 1999. The investment
in Abzac-Greif has been recorded using the equity method of accounting.
Pro Forma Information:
The following pro forma (unaudited) information assumes the
CorrChoice joint venture, the acquisition of the IBC business, the
acquisitions of Great Lakes and Trend Pak and the investment in Abzac-
Greif had occurred on November 1, 1998 (Dollars in thousands, except per
share amounts):
<TABLE>
<CAPTION>
Three Months
Ended January 31, 1999
<S> <C>
Net sales $189,256
Net income $ 2,547
Basic and diluted earnings per share:
Class A Common Stock $ 0.09
Class B Common Stock $ 0.13
</TABLE>
The above amounts reflect the contribution of the spiral core assets
and the recognition of the equity interest in Abzac-Greif by the Company's
Canadian operation. In addition, the amounts reflect adjustments for
interest expense related to the debt issued for the purchases, amortization
of goodwill and depreciation expense on the revalued properties, plants
and equipment resulting from the acquisitions.
The pro forma information, as presented above, is not necessarily
indicative of the results which would have been obtained had the
transactions occurred on November 1, 1998, nor are they necessarily
indicative of future results.
NOTE 8 -- 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 2000, the Company received dividends from affiliates of
$2,391,000.
The difference between the cost basis of the Company's investment
in the underlying equity of affiliates of $5,509,000 at January 31, 2000 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):
<TABLE>
<CAPTION>
Three Months Ended
January 31,
2000 1999
<S> <C> <C>
Net sales $68,255 $48,121
Gross profit 11,160 8,090
Operating income 7,983 5,691
Net income 5,293 3,415
</TABLE>
NOTE 9 -- PRIOR YEAR RESTRUCTURING CHARGES
During the third quarter of 1998, the Company approved a plan to
consolidate some of its locations in order to improve operating efficiencies
and capabilities. The plan was the result of an in-depth study to determine
whether certain locations, either existing or newly acquired, should be
closed and the sales and manufacturing volume associated with such
plants relocated to a different facility. Eighteen existing fibre drum, steel
drum and corrugated container plants were identified to be closed. The
plants are located in Alabama, Georgia, Illinois, Kansas, Maryland,
Massachusetts, Missouri, New Jersey, North Carolina, Ohio, Pennsylvania,
Tennessee and Texas. As a result, the Company recognized a pretax
restructuring charge of approximately $27.5 million, consisting of $20.9
million in employee separation costs (approximately 500 employees) and
$6.6 million in other costs. The $6.6 million in other costs included $2.5
million for the impairment of long-lived assets due to the significant
reduction in the remaining useful lives of the assets resulting from the
decision to exit or close the facilities and other exit costs expected to be
incurred after operations had ceased to maintain the facilities ($1.9 million)
and remove the equipment ($2.2 million). The plant closures were
announced and have been completed except for two plants expected to be
announced and closed during 2000. The Company has sold or is planning
to sell its seventeen owned facilities. A lease has been terminated on the
remaining plant. Subsequent to the recognition of the restructuring charge,
the Company did incur or, for plants not yet closed, expects to incur
additional costs to relocate machinery and equipment and employees upon
the closure of these plants.
The amounts charged against this restructuring reserve during the
quarter ended January 31, 2000 are as follows (Dollars in thousands):
<TABLE>
<CAPTION>
Balance at Activity Balance at
10/31/99 1/31/00
<S> <C> <C> <C>
Cash charges:
Employee separation costs $2,108 $ (707) $1,401
Cash and non-cash charges:
Impairment of long-lived assets
and other exit costs 1,441 (651) 790
$3,549 $(1,358) $2,191
</TABLE>
During the quarter ended January 31, 2000, 24 employees were
terminated in accordance with this restructuring plan. As of January 31,
2000, there were a total of 427 employees that had been terminated and
provided severance benefits under this restructuring plan.
In addition, in connection with the acquisition of the industrial
containers business from Sonoco and the consolidation plan, five
locations purchased as part of the acquisition were identified to be closed.
The locations are located in California, Georgia, Missouri and New Jersey.
The plan to close or consolidate these locations was being formulated at
the date of acquisition. Accordingly, the Company recognized a $9.5
million restructuring liability in its purchase price allocation related to
these locations during the second quarter of 1998. This liability was
accounted for under EITF No. 95-3, "Recognition of Liabilities in
Connection with a Purchase Business Combination." The liability
consisted of $6.1 million in employee separation costs (approximately 150
employees), $1.2 million in lease termination costs and $2.2 million in other
exit costs. The $2.2 million in other exit costs included amounts expected
to be incurred after operations had ceased to maintain the facilities ($1.0
million), remove the equipment ($0.5 million) and other closing costs ($0.7
million). The Company has sold or is planning to sell three of these
locations. The leases have been or will be terminated on the remaining two
locations.
The amounts charged against this restructuring reserve during the
quarter ended January 31, 2000 are as follows (Dollars in thousands):
<TABLE>
<CAPTION>
Balance at Activity Balance at
10/31/99 1/31/00
<S> <C> <C> <C>
Cash charges:
Employee separation costs $1,608 $(1,198) $410
</TABLE>
During the quarter ended January 31, 2000, 37 employees were
terminated in accordance with this restructuring plan. As of January 31,
2000, there were a total of 133 employees that had been terminated and
provided severance benefits under this restructuring plan.
NOTE 10 -- 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 and multiwall bags. 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 and corrugated containers. 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 275,000 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 1999 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.
The following segment information is presented for the periods
indicated (Dollars in thousands):
<TABLE>
<CAPTION>
Three Months Ended
January 31,
2000 1999
<S> <C> <C>
Net sales:
Industrial shipping containers $120,927 $115,946
Containerboard & corrugated products 91,804 61,637
Timber 16,578 2,421
Total $229,309 $180,004
Income before income taxes and equity
in earnings of affiliates:
Industrial shipping containers $ 9,042 $ 7,376
Containerboard & corrugated products 15,259 4,469
Timber 21,054 2,450
Total segment 45,355 14,295
Corporate and other (12,519) (11,287)
Total $ 32,836 $ 3,008
</TABLE>
<TABLE>
<CAPTION>
January 31, October 31,
2000 1999
<S> <C> <C>
Total assets:
Industrial shipping containers $424,390 $438,255
Containerboard & corrugated products 326,819 331,050
Timber 23,902 16,712
Total segment 775,111 786,017
Corporate and other 143,399 124,969
Total $918,510 $910,986
</TABLE>
NOTE 11 -- RECENT ACCOUNTING STANDARDS
The Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities," in
June 1998 and SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of FASB Statement No.
133," in June 1999, which are effective for all quarters of 2001 for the
Company. The statements require that all derivatives be recorded in the
balance sheet as either assets or liabilities and be measured at fair value.
The accounting for changes in fair value of a derivative depends on the
intended use of the derivative and the resulting designation. The Company
has not determined what impact these statements will have on the
Consolidated Financial Statements.
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, 2000 and 1999.
Net sales increased $49.3 million or 27.4% during the first quarter
2000 compared to the same period last year.
The Industrial Shipping Containers segment had an increase in net
sales of $5.0 million or 4.3% due to improvements in general market
conditions, including the chemical industry, and regaining sales volume
lost as a result of the Company's plant closings and consolidation efforts.
The Containerboard & Corrugated Products segment had an
increase in net sales of $30.2 million or 48.9% due primarily to multiple
increases in paper prices subsequent to the first quarter 1999. Net sales for
the first quarter 2000 also benefited, to a lesser extent, by the inclusion of
Great Lakes, which was acquired in April 1999.
The Timber segment had an increase in net sales of $14.2 million
due to a timber marketing strategy focused on active harvesting and
regeneration of the Company's timber properties in the United States.
Sales of timber are recorded as net sales, while sales of timberlands are
included in other income. Future sales will take place as market conditions
warrant; however, the results for the first quarter 2000 are not indicative of
the Company's expectations for the entire fiscal year.
The $6.1 million increase in other income is due primarily to $5.9
million of timberland sales for the quarter compared with $0.5 million last
year.
The cost of products sold, as a percentage of net sales, decreased
from 82.5% last period to 73.9% this period. The decrease is due primarily
to the inclusion of timber sales in net sales. As discussed above, timber
sales increased in the first quarter 2000 as compared to the same period
last year. The timber sales of the Company have a very low cost
associated with them. In addition, the improvement in cost of products
sold, as a percentage of net sales, is related to the increase in liner and
medium prices implemented since the first quarter of 1999.
The $4.3 million increase is selling, general and administrative
expense is due to certain increased costs in support of Company initiatives
implemented during 1999. In addition, commissions related to the Timber
segment were higher due to the substantial increase in timber sales during
the first quarter 2000 compared to the first quarter 1999. Finally, selling,
general and administrative expense, including goodwill amortization,
related to Great Lakes contributed to this increase.
The increase in interest expense is due primarily to higher interest
rates during the current period as compared to last year.
Equity in earnings of affiliates improved to $3.0 million for the three
months ended January 31, 2000 from $1.8 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.
LIQUIDITY AND CAPITAL RESOURCES
As reflected by the Consolidated Balance Sheet at January 31, 2000
and discussed in greater detail in the 1999 Annual Report, the Company is
dedicated to maintaining a strong financial position. It is the Company's
belief that this dedication is extremely important during all economic times.
As discussed in the 1999 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 3.3:1 as of January 31, 2000 is an indication of
the Company's continued dedication to strong liquidity.
Investments in Business Expansion:
Capital expenditures were $17.9 million during the three months
ended January 31, 2000. These capital expenditures were principally
needed to replace and improve equipment.
Balance Sheet Changes:
The decrease in inventories and accounts payable are due primarily
to the Company's plant closings and consolidation efforts.
The reduction in restructuring reserves is due to the payments of
severance and other costs of closing the plants included in the 1998
restructuring reserves.
The increase in income taxes payable is due to the timing of
estimated tax payments at January 31, 2000 as compared to October 31,
1999.
The reduction in long-term obligations is due to the repayment of
amounts borrowed under the Company's revolving credit faclility.
Other Liquidity Matters:
During 1997, the Company embarked on a program to implement a
management information system. The purpose of the 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 management information system. As of
January 31, 2000, the Company has spent approximately $24 million
towards the 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 $10
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 management information system, as described
above, the Company has approved future purchases of approximately $53
million. These purchases are primarily to replace and improve properties,
plants and equipment.
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 its planned expenditures.
Share Repurchase Program:
In February 1999, the Board of Directors of the Company authorized
an aggregate 1,000,000 share repurchase program for its Class A and Class
B common shares. During the first quarter 2000, the Company repurchased
67,100 Class A common shares and 26,037 Class B common shares. As of
January 31, 2000, the Company had repurchased 489,310 shares, including
335,376 Class A common shares and 153,934 Class B common shares.
Impact of the Year 2000 Issues:
In prior years, the Company discussed the nature and progress of its
plans to become Year 2000 compliant. In the latter part of 1999, the
Company completed its remediation and testing of systems. As a result of
those planning and implementation efforts, the Company experienced no
significant disruptions in mission critical information technology and non-
information technology systems and believes those systems successfully
responded to the Year 2000 date change. The Company expensed
approximately $8 million during 1999 in connection with its Year 2000
remediation efforts. The Company is not aware of any material problems
resulting from Year 2000 issues, either with its products, its internal
systems or the products and services of third parties. The Company will
continue to monitor its mission critical computer applications and those of
its suppliers and vendors throughout the current year to ensure that any
latent Year 2000 matters that may arise are addressed promptly.
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
effect 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, 1999.
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,
1999.
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 28, 2000.
(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:
<TABLE>
<CAPTION>
For Withheld
<S> <C> <C>
Charles R. Chandler 10,430,358 1,417,501
Michael H. Dempsey 10,430,358 1,417,501
Naomi C. Dempsey 10,430,358 1,417,501
Michael J. Gasser 10,430,358 1,417,501
Daniel J. Gunsett 10,430,358 1,417,501
John C. Kane 10,430,358 1,417,501
Robert C. Macauley 10,430,358 1,417,501
David J. Olderman 10,430,358 1,417,501
William B. Sparks, Jr. 10,430,358 1,417,501
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a.) Exhibits.
Exhibit Number Description
27 Financial Data Schedule (contained herein)
(b.) Reports on Form 8-K.
No events occurred requiring a Form 8-K to be filed.
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 2, 2000 /s/ Joseph W. Reed
Joseph W. Reed
Chief Financial Officer and Secretary
(Duly Authorized Signatory)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the Form 10-Q and is
qualified in its entirety by reference to such Form 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-2000
<PERIOD-END> JAN-31-2000
<CASH> 22,121
<SECURITIES> 5,381
<RECEIVABLES> 124,127
<ALLOWANCES> (2,849)
<INVENTORY> 41,732
<CURRENT-ASSETS> 220,577
<PP&E> 687,095
<DEPRECIATION> (280,265)
<TOTAL-ASSETS> 918,510
<CURRENT-LIABILITIES> 67,215
<BONDS> 253,000
0
0
<COMMON> 10,228
<OTHER-SE> 495,642
<TOTAL-LIABILITY-AND-EQUITY> 918,510
<SALES> 229,309
<TOTAL-REVENUES> 237,348
<CGS> 169,553
<TOTAL-COSTS> 169,553
<OTHER-EXPENSES> 30,776
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,183
<INCOME-PRETAX> 32,836
<INCOME-TAX> 12,806
<INCOME-CONTINUING> 20,030
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,017<F1>
<EPS-BASIC> 0.81<F2>
<EPS-DILUTED> 0.81<F2>
<FN>
<F1>Net income includes "equity in earnings of affiliates" in the amount of
$2,987,000.
<F2>Amount represents the basic and diluted earnings per share for the Class A
Common Stock. The basic and diluted earnings per share for the Class B Common
Stock is $1.21.
</FN>
</TABLE>
