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
<FN>
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
<FN>
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
<FN>
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
<FN>
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.
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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
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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