NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The interim condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions to Quarterly Reports on Form 10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the interim condensed consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates.
The fiscal year of Greif, Inc. and its subsidiaries (the “Company”) begins on November 1 and ends on October 31 of the following year. Any references to years or to any quarter of those years, relates to the fiscal year or quarter, as the case may be, ended in that year, unless otherwise stated.
The information filed herein reflects all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim condensed consolidated balance sheets as of July 31, 2022 and October 31, 2021, the interim condensed consolidated statements of income, comprehensive income and changes in shareholders' equity for the three and nine months ended July 31, 2022 and 2021 and the interim condensed consolidated statements of cash flows for the nine months ended July 31, 2022 and 2021 of the Company. The interim condensed consolidated financial statements include the accounts of Greif, Inc., all wholly-owned and consolidated subsidiaries and investments in limited liability companies, partnerships and joint ventures in which it has controlling influence or is the primary beneficiary. Non-majority owned entities include investments in limited liability companies, partnerships and joint ventures in which the Company does not have controlling interest and are accounted for using either the equity or cost method, as appropriate.
The unaudited interim condensed consolidated financial statements included in the Quarterly Report on Form 10-Q (this “Form 10-Q”) should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for its fiscal year ended October 31, 2021 (the “2021 Form 10-K”).
Newly Adopted Accounting Standards
In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes", which is intended to simplify accounting for income taxes. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this ASU on November 1, 2021. The adoption of this guidance did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures.
Recently Issued Accounting Standards
There have been no new accounting pronouncements issued since the filing of the 2021 Form 10-K that have significance, or potential significance, to the interim condensed consolidated financial statements.
NOTE 2 — RESTRUCTURING CHARGES
The following is a reconciliation of the beginning and ending restructuring reserve balances for the nine months ended July 31, 2022:
| | | | | | | | | | | | | | | | | |
(in millions) | Employee Separation Costs | | Other Costs | | Total |
Balance at October 31, 2021 | $ | 18.6 | | | $ | 1.7 | | | $ | 20.3 | |
Costs incurred and charged to expense | 5.2 | | | 5.1 | | | 10.3 | |
Costs paid or otherwise settled | (12.2) | | | (5.7) | | | (17.9) | |
Balance at July 31, 2022 | $ | 11.6 | | | $ | 1.1 | | | $ | 12.7 | |
The focus for restructuring activities in 2022 is to optimize operations and close under-performing assets.
During the three months ended July 31, 2022, the Company recorded restructuring charges of $3.1 million, as compared to $3.7 million of restructuring charges recorded during the three months ended July 31, 2021. The restructuring activity for the three months ended July 31, 2022 consisted of $1.3 million in employee separation costs and $1.8 million in other restructuring costs, primarily consisting of professional fees and other fees associated with restructuring activities.
During the nine months ended July 31, 2022, the Company recorded restructuring charges of $10.3 million, as compared to $18.8 million of restructuring charges recorded during the nine months ended July 31, 2021. The restructuring activity for the nine months ended July 31, 2022 consisted of $5.2 million in employee separation costs and $5.1 million in other restructuring costs, primarily consisting of professional fees and other fees associated with restructuring activities.
The following is a reconciliation of the total amounts expected to be incurred from open restructuring plans or plans that are being formulated and have not been announced as of the filing date of this Form 10-Q. Remaining amounts expected to be incurred were $10.5 million as of July 31, 2022:
| | | | | | | | | | | | | | | | | |
(in millions) | Total Amounts Expected to be Incurred | | Amounts Incurred During the Nine Months Ended July 31, 2022 | | Amounts Remaining to be Incurred |
Global Industrial Packaging | | | | | |
Employee separation costs | $ | 9.5 | | | $ | 3.7 | | | $ | 5.8 | |
Other restructuring costs | 4.6 | | | 2.6 | | | 2.0 | |
| 14.1 | | | 6.3 | | | 7.8 | |
Paper Packaging & Services | | | | | |
Employee separation costs | 2.5 | | | 1.5 | | | 1.0 | |
Other restructuring costs | 4.2 | | | 2.5 | | | 1.7 | |
| 6.7 | | | 4.0 | | | 2.7 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| $ | 20.8 | | | $ | 10.3 | | | $ | 10.5 | |
NOTE 3 — LONG-TERM DEBT
Long-term debt is summarized as follows:
| | | | | | | | | | | |
(in millions) | July 31, 2022 | | October 31, 2021 |
2022 Credit Agreement - Term Loans | $ | 1,565.0 | | | $ | — | |
2019 Credit Agreement - Term Loans | — | | | 1,247.3 | |
Senior Notes due 2027 | — | | | 495.9 | |
Accounts receivable credit facilities | 402.0 | | | 391.1 | |
2022 Credit Agreement - Revolving Credit Facility | 78.4 | | | — | |
2019 Credit Agreement - Revolving Credit Facility | — | | | 50.5 | |
Other debt | 0.4 | | | 0.6 | |
| 2,045.8 | | | 2,185.4 | |
Less: current portion | 50.9 | | | 120.3 | |
Less: deferred financing costs | 8.8 | | | 10.3 | |
Long-term debt, net | $ | 1,986.1 | | | $ | 2,054.8 | |
2022 Credit Agreement
On March 1, 2022, the Company and certain of its subsidiaries entered into a second amended and restated senior secured credit agreement (the “2022 Credit Agreement”) with a syndicate of financial institutions. The 2022 Credit Agreement amended, restated and replaced in its entirety the Company's previous credit agreement, referred to as the "2019 Credit Agreement".
The 2022 Credit Agreement provides for (a) an $800.0 million secured revolving credit facility, consisting of a $725.0 million multicurrency facility and a $75.0 million U.S. dollar facility, maturing on March 1, 2027, (b) a $1,100 million secured term loan A-1 facility with quarterly principal installments commencing on July 31, 2022 and continuing through January 31, 2027, with any outstanding principal balance of such term loan A-1 facility being due and payable on maturity on March 1, 2027, and
(c) a $515.0 million secured term loan A-2 facility with quarterly principal installments commencing on July 31, 2022 and continuing through January 31, 2027, with any outstanding principal balance of such term loan A-2 being due and payable on maturity on March 1, 2027. The term loan A-2 facility reflects the combination of the outstanding balances of the secured term A-2 and A-3 loans under the 2019 Credit Agreement.
The Company used the borrowings under the 2022 Credit Agreement on March 1, 2022, to redeem the $500.0 million of 6.5% Senior Notes due March 1, 2027 (the "Senior Notes due 2027"), and to repay and refinance all of the outstanding borrowings under the 2019 Credit Agreement, and will use the borrowings thereunder to fund ongoing working capital and capital expenditure needs and for general corporate purposes, including acquisitions, and to pay related fees and expenses. Interest is based on Secured Overnight Financing Rate ("SOFR") plus a credit spread adjustment, Euro Interbank Offer Rate ("EURIBOR") or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on our leverage ratio. Subject to the terms of the 2022 Credit Agreement, the Company has an option to borrow additional funds under the 2022 Credit Agreement with the agreement of the lenders.
As of July 31, 2022, $1,643.4 million was outstanding under the 2022 Credit Agreement. The current portion was $50.9 million, and the long-term portion was $1,592.5 million. The weighted average interest rate for borrowings under the 2022 Credit Agreement was 1.85% for the nine months ended July 31, 2022. The actual interest rate for borrowings under the 2022 Credit Agreement was 3.12% as of July 31, 2022. The deferred financing costs associated with the term loan portion of the 2022 Credit Agreement totaled $8.8 million as of July 31, 2022 and are recorded as a reduction of long-term debt on the interim condensed consolidated balance sheets. The deferred financing costs associated with the revolving portion of the 2022 Credit Agreement totaled $4.8 million as of July 31, 2022 and are recorded within other long-term assets on the interim condensed consolidated balance sheets.
As a result of the refinancing, $0.7 million of unamortized deferred financing costs related to the 2019 Credit Agreement, and $2.8 million of newly incurred financing costs related to the 2022 Credit Agreement, were expensed as debt extinguishment charges in the interim condensed consolidated statements of income.
Senior Notes due 2027
On March 1, 2022, the Company redeemed all of its outstanding Senior Notes due 2027, which were issued by the Company on February 11, 2019, for $500.0 million. The total redemption price for the Senior Notes due 2027 was $516.3 million, which was equal to the aggregate principal payment outstanding of $500.0 million plus a call premium of $16.3 million. The premium was recognized as a debt extinguishment charges on the interim condensed consolidated statements of income. The payment of the redemption price was funded by borrowings under the 2022 Credit Agreement.
As a result of redeeming the Senior Notes due 2027, $1.8 million of unamortized deferred financing costs and $3.8 million of unamortized discount were expensed as debt extinguishment charges on the interim condensed consolidated statements of income.
United States Trade Accounts Receivable Credit Facility
On May 17, 2022, Greif Receivables Funding LLC (“Greif Funding”), Greif Packaging LLC (“Greif Packaging”), and certain other U.S. subsidiaries of the Company, amended and restated its U.S. receivables financing facility (the “U.S. Receivables Facility”). The amended and restated U.S. Receivables Facility has a maturity date of May 17, 2023 and provides an accounts receivable financing facility of $300.0 million. As of July 31, 2022, there was $300.0 million outstanding under the U.S. Receivables Facility that is reported as long-term debt on the interim condensed consolidated balance sheets because the Company intends to refinance these obligations on a long-term basis and has the intent and ability to consummate a long-term refinancing by exercising the renewal option in the applicable agreement or entering into new financing arrangements.
Greif Funding is a direct subsidiary of Greif Packaging and is included in the Company’s consolidated financial statements. However, because Greif Funding is a separate and distinct legal entity from the Company, the assets of Greif Funding are not available to satisfy the liabilities and obligations of the Company, Greif Packaging or other subsidiaries of the Company, and the liabilities of Greif Funding are not the liabilities or obligations of the Company or its other subsidiaries.
International Trade Accounts Receivable Credit Facility
On April 20, 2022, Cooperage Receivables Finance B.V. and Greif Services Belgium BV, an indirect wholly owned subsidiary of Greif, Inc., amended and restated the Nieuw Amsterdam Receivables Financing Agreement (the "European RFA") with affiliates of a major international bank. The amended and restated European RFA matures April 24, 2023. The European RFA provides an accounts receivable financing facility of up to €100.0 million ($102.0 million as of July 31, 2022) secured by
certain European accounts receivable. The $102.0 million outstanding on the European RFA as of July 31, 2022 is reported as long-term debt on the interim condensed consolidated balance sheets because the Company intends to refinance these obligations on a long-term basis and has the intent and ability to consummate a long-term refinancing by exercising the renewal option in the applicable agreement or entering into new financing arrangements.
NOTE 4 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
The following table presents the fair value for those assets and (liabilities) measured on a recurring basis as of July 31, 2022 and October 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| July 31, 2022 |
| Assets | | Liabilities |
(in millions) | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | | Total |
Interest rate derivatives | $ | — | | | $ | 25.3 | | | $ | — | | | $ | 25.3 | | | $ | — | | | $ | (3.4) | | | $ | — | | | $ | (3.4) | |
Foreign exchange hedges | — | | | 1.6 | | | — | | | 1.6 | | | — | | | (2.2) | | | — | | | (2.2) | |
Insurance annuity | — | | | — | | | 18.4 | | | 18.4 | | | — | | | — | | | — | | | — | |
Cross currency swap | — | | | 41.5 | | | — | | | 41.5 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
| October 31, 2021 |
| Assets | | Liabilities |
(in millions) | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | | Total |
Interest rate derivatives | $ | — | | | $ | 7.6 | | | $ | — | | | $ | 7.6 | | | $ | — | | | $ | (16.8) | | | $ | — | | | $ | (16.8) | |
Foreign exchange hedges | — | | | 0.1 | | | — | | | 0.1 | | | — | | | (0.1) | | | — | | | (0.1) | |
Insurance annuity | — | | | — | | | 20.9 | | | 20.9 | | | — | | | — | | | — | | | — | |
Cross currency swap | — | | | 10.2 | | | — | | | 10.2 | | | — | | | (1.2) | | | — | | | (1.2) | |
The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings as of July 31, 2022 and October 31, 2021 approximate their fair values because of the short-term nature of these items and are not included in this table.
Interest Rate Derivatives
The Company has various borrowing facilities which charge interest based on the one-month U.S. dollar London Inter-Bank Offered Rate ("LIBOR") and SOFR rate plus a spread.
In 2022, the Company entered into three interest rate swaps with a total notional amount of $150.0 million that amortize to $30.0 million over a five-year term, maturing on March 1, 2027. The outstanding notional amount as of July 31, 2022 is $150.0 million. The Company receives variable rate interest payments based upon one-month U.S. dollar SOFR, and in return the Company is obligated to pay interest at a weighted-average interest rate of 2.21% plus a spread. This effectively converted the borrowing rate on an amount of debt equal to the outstanding notional amount of the interest rate swaps from a variable rate to a fixed rate. In 2022, the Company also entered into six forward starting interest rate swaps with a total notional amount of $300.0 million effective October 11, 2022, maturing on March 1, 2027. The Company will receive variable rate interest payments based upon one-month U.S. dollar SOFR, and in return the Company will be obligated to pay interest at a weighted-average interest rate of 2.63% plus a spread. This effectively will convert the borrowing rate on an amount of debt equal to the outstanding notional amount of the interest rate swaps from a variable rate to a fixed rate.
In 2020, the Company entered into four interest rate swaps with a total notional amount of $200.0 million, maturing on July 15, 2029. The Company receives variable rate interest payments based upon one-month U.S. dollar LIBOR, and in return the Company is obligated to pay interest at a weighted-average interest rate of 0.90% plus a spread. This effectively converted the borrowing rate on an amount of debt equal to the outstanding notional amount of the interest rate swaps from a variable rate to a fixed rate.
In 2019, the Company entered into six interest rate swaps with a total notional amount of $1,300.0 million that amortize to $200.0 million over a five-year term, maturing on March 11, 2024. The outstanding notional amount as of July 31, 2022 is $500.0 million. The Company receives variable rate interest payments based upon one-month U.S. dollar LIBOR, and in return
the Company is obligated to pay interest at a weighted-average interest rate of 2.49% plus a spread. This effectively converted the borrowing rate on an amount of debt equal to the outstanding notional amount of the interest rate swaps from a variable rate to a fixed rate.
In 2017, the Company entered into three interest rate swaps with a notional amount of $300.0 million that matured on February 1, 2022. The Company received variable rate interest payments based upon one-month U.S. dollar LIBOR, and in return the Company was obligated to pay interest at a fixed rate of 1.19% plus a spread. This effectively converted the borrowing rate on an amount of debt equal to the outstanding notional amount of the interest rate swaps from a variable rate to a fixed rate.
These derivatives are designated as cash flow hedges for accounting purposes. Accordingly, the gain or loss on these derivative instruments are reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. See Note 11 to the interim condensed consolidated financial statements for additional disclosures of the aggregate gain or loss included within other comprehensive income. The assumptions used in measuring fair value of these interest rate derivatives are considered level 2 inputs, which are based upon observable market rates, including LIBOR and interest paid based upon a designated fixed rate over the life of the swap agreements.
Losses reclassified to earnings under these contracts were $2.0 million and $4.6 million for the three months ended July 31, 2022, and 2021, respectively. Losses reclassified to earnings under these contracts were $9.6 million and $13.3 million for the nine months ended July 31, 2022, and 2021, respectively. A derivative gain of $9.9 million, based upon interest rates at July 31, 2022, is expected to be reclassified from accumulated other comprehensive income (loss) to earnings in the next twelve months.
Foreign Exchange Hedges
The Company conducts business in various international currencies and is subject to risks associated with changing foreign exchange rates. The Company’s objective is to reduce volatility associated with foreign exchange rate changes. Accordingly, the Company enters into various contracts that change in value as foreign exchange rates change to protect the value of certain existing foreign currency assets and liabilities, commitments and anticipated foreign currency cash flows. As of July 31, 2022, and October 31, 2021, the Company had outstanding foreign currency forward contracts in the notional amount of $117.9 million and $81.8 million, respectively.
Adjustments to fair value are recognized in earnings, offsetting the impact of the hedged profits. The assumptions used in measuring fair value of foreign exchange hedges are considered level 2 inputs, which are based on observable market pricing for similar instruments, principally foreign exchange futures contracts.
For the three months ended July 31, 2022, and 2021, the Company recorded a realized loss of $1.9 million and $0.3 million under fair value contracts in other expense, net. For the nine months ended July 31, 2022, and 2021, the Company recorded realized gains (losses) of $(4.0) million and $1.1 million under fair value contracts in other expense, net.
For the three months ended July 31, 2022, and 2021, the Company recorded an unrealized net gain (loss) of $(2.2) million and $1.0 million in other expense, net. For the nine months ended July 31, 2022, and 2021, the Company recorded an unrealized loss of $0.6 million and $0.2 million in other expense, net.
Cross Currency Swap
The Company has operations and investments in various international locations and is subject to risks associated with changing foreign exchange rates.
In October 2021, the Company entered into two cross currency interest rate swap agreements that synthetically swap $116.8 million of fixed rate debt to Euro denominated fixed rate debt at a weighted average rate of 1.26%. These agreements are designated as cash flow hedges for accounting purposes and will mature on October 5, 2026.
In August 2021, the Company entered into two cross currency interest rate swap agreements that synthetically swap $117.6 million of fixed rate debt to Euro denominated fixed rate debt at a weighted average rate of 1.19%. These agreements are designated as net investment hedges for accounting purposes and will mature on August 10, 2026.
In March 2018, the Company entered into two cross currency interest rate swap agreements that synthetically swap $100.0 million of fixed rate debt to Euro denominated fixed rate debt at a rate of 2.35%. These agreements are designated as a net investment hedge for accounting purposes and will mature on March 6, 2023.
The gain or loss on these net investment hedge derivative instruments is included in the foreign currency translation component of other comprehensive income until the net investment is sold, diluted, or liquidated. See Note 11 to the interim condensed consolidated financial statements for additional disclosures of the aggregate gain or loss included within other comprehensive income. The gain or loss on the cash flow hedge derivative instruments is included in the unrealized foreign exchange component of other expense, offset by the underlying gain or loss on the underlying cash flows that are being hedged. Interest payments received for the cross currency swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the consolidated statements of income. The assumptions used in measuring fair value of the cross currency swap are considered level 2 inputs, which are based upon the Euro to United States dollar exchange rate market.
For the three months ended July 31, 2022 and 2021, gains recorded in interest expense, net under the cross currency swap agreements were $1.5 million and $0.6 million, respectively. For the nine months ended July 31, 2022 and 2021, gains recorded in interest expense, net under the cross currency swap agreements were $4.3 million and $1.8 million, respectively.
Other Financial Instruments
The fair values of the Company’s 2022 Credit Agreement, the U.S. Receivables Facility and the European RFA do not materially differ from carrying value because the Company’s cost of borrowing is variable and approximates current borrowing rates. The fair values of the Company’s long-term obligations are estimated based on either the quoted market prices for the same or similar issues or the current interest rates offered for the debt of the same remaining maturities, which are considered level 2 inputs in accordance with Accounting Standard Codification ("ASC") Topic 820, "Fair Value Measurements and Disclosures."
Non-Recurring Fair Value Measurements
The Company recognized asset impairment charges of $63.1 million and $1.5 million during the nine months ended July 31, 2022 and 2021, respectively.
The following table presents quantitative information about the significant unobservable inputs used to determine the fair value of the impairment of long-lived assets held and used and net assets held for sale for the nine months ended July 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| Quantitative Information about Level 3 Fair Value Measurements |
(in millions) | Impairment Amount | | Valuation Technique | | Unobservable Input | | Range of Input Values |
July 31, 2022 | | | | | | | |
Net Assets Held for Sale | $ | 62.4 | | | Indicative Bids | | Indicative Bids | | N/A |
Long Lived Assets | $ | 0.7 | | | Discounted Cash Flows; Indicative Bids | | Discounted Cash Flows; Indicative Bids | | N/A |
Total | $ | 63.1 | | | | | | | |
| | | | | | | |
July 31, 2021 | | | | | | | |
| | | | | | | |
Long Lived Assets | $ | 1.5 | | | Discounted Cash Flows; Indicative Bids | | Discounted Cash Flows; Indicative Bids | | N/A |
Total | $ | 1.5 | | | | | | | |
Assets and Liabilities Held for Sale
On December 31, 2021, the Company entered into a definitive agreement to divest its approximately 50% equity interest in the Flexible Products & Services business (the "FPS Divestiture"). This agreement triggered the reclassification of the Flexible Products & Services business to assets and liabilities held for sale, which further resulted in recognized impairment charges of $62.4 million in the first quarter of 2022. See Note 13 to the interim condensed consolidated financial statements for additional disclosures of the FPS Divestiture. During the nine months ended July 31, 2021, the Company recorded no impairment charges related to assets and liabilities held for sale.
The assumptions used in measuring fair value of assets and liabilities held for sale are considered level 3 inputs, which include recent purchase offers, market comparables and/or data obtained from commercial real estate brokers.
Long-Lived Assets
As necessary, based on triggering events, the Company measures long-lived assets at fair value on a non-recurring basis. The Company recorded $0.7 million impairment charges related to both properties, plants and equipment, net and intangible assets during the nine months ended July 31, 2022 and $1.5 million impairment charges related to both properties, plants and equipment, net and intangible assets during the nine months ended July 31, 2021, respectively.
The assumptions used in measuring fair value of long-lived assets are considered level 3 inputs, which include bids received from third parties, recent purchase offers, market comparable information and discounted cash flows based on assumptions that market participants would use.
NOTE 5 – STOCK-BASED COMPENSATION
Long-Term Incentive Plan
The Company's 2020 Long-Term Incentive Plan (the "2020 LTIP") is intended to focus management on the key measures that drive superior performance over the longer term. The 2020 LTIP provides key employees with incentive compensation based upon consecutive and overlapping three-year performance periods that commence at the start of every year. For each three-year performance period, the performance goals are based on performance criteria as determined by the Compensation Committee of the Company’s Board of Directors. For each three-year performance period commencing at the beginning of the year, participants may be granted restricted stock units (“RSUs”) or performance stock units (“PSUs”) or a combination of both.
The Company may grant RSUs based on a three-year vesting period on the basis of service only. The RSUs are an equity-classified plan measured at fair value on the grant date recognized ratably over the service period. Dividend-equivalent rights may be granted in connection with an RSU award and are recognized in conjunction with the Company's dividend issuance and settled upon vesting of the award.
The Company granted 99,006 RSUs on December 16, 2021, for the performance period commencing on November 1, 2021 and ending October 31, 2024. The weighted average fair value of the RSUs granted on that date was $60.54.
Under the 2020 LTIP, the Company may grant PSUs for a three-year performance period based upon service, performance criteria and market conditions. The performance criteria are based on targeted levels of (a) earnings before interest, taxes, depreciation, depletion and amortization and (b) total shareholder return, as determined by the Compensation Committee. The PSUs are a liability-classified plan wherein the fair value of the PSUs awarded is determined at each reporting period using a Monte Carlo simulation. A Monte Carlo simulation uses assumptions including the risk-free interest rate, expected volatility of the Company’s stock price, and expected life of the awards to determine a fair value of the market condition throughout the vesting period.
The Company granted 162,392 PSUs on December 16, 2021, for the performance period commencing on November 1, 2021 and ending October 31, 2024. If earned, the PSUs are to be awarded in shares of Class A Common Stock. The weighted average fair value of the PSUs granted on that date was $60.08. The weighted average fair value of the PSUs at July 31, 2022 was $114.14.
NOTE 6 — INCOME TAXES
Income tax expense for the quarter and year to date periods was computed in accordance with ASC 740-270 "Income Taxes - Interim Reporting." Under this method, losses from jurisdictions for which a valuation allowance has been provided have not been included in the amount to which the ASC 740-270 rate was applied. The Company's income tax expense may fluctuate due to changes in estimated losses and income from jurisdictions for which a valuation allowance has been provided, the timing of recognition of the related tax expense under ASC 740-270, and the impact of discrete items in the respective quarter.
For the nine months ended July 31, 2022 and July 31, 2021, income tax expense was $105.4 million and $56.5 million, respectively. The $48.9 million increase in income tax expense for the nine months ended July 31, 2022 was primarily the result of an increase in pre-tax book earnings, changes in the expected mix of earnings among tax jurisdictions, including jurisdictions for which valuation allowances have been recorded, and the timing of recognition of the related tax expense under ASC 740-270. Net favorable discrete items for 2022 of $6.4 million are the result of releases of uncertain tax position reserves due to lapses of the statute of limitations and provision to return adjustments offset by the impact of statutory rate changes on deferred taxes and certain tax basis adjustments in tangible property and state basis differences. Additionally, a net $58.6 million book expense was recorded in 2022 related to the FPS Divestiture and disposition of other businesses on which there is expected to be no tax benefit.
NOTE 7 — POST RETIREMENT BENEFIT PLANS
The components of net periodic pension cost include the following:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, | | Nine Months Ended July 31, |
(in millions) | 2022 | | 2021 | | 2022 | | 2021 |
Service cost | $ | 2.9 | | | $ | 3.0 | | | $ | 8.9 | | | $ | 9.2 | |
Interest cost | 5.0 | | | 4.8 | | | 15.2 | | | 13.9 | |
Expected return on plan assets | (8.2) | | | (7.8) | | | (24.7) | | | (23.8) | |
Amortization of prior service cost | (0.1) | | | — | | | (0.3) | | | (0.1) | |
Recognized net actuarial loss | 1.9 | | | 2.5 | | | 5.9 | | | 10.0 | |
Net periodic pension cost | $ | 1.5 | | | $ | 2.5 | | | $ | 5.0 | | | $ | 9.2 | |
As previously disclosed in the Company's Annual Report on Form 10-K for the year ended October 31, 2021, the Company expects to make employer contributions of $35.5 million, including benefits paid directly by the Company, during 2022.
The components of net periodic pension cost and net periodic post-retirement benefit, other than the service cost components, are included in the line item "Other income, net" in the interim condensed consolidated statements of income.
During the nine months ended July 31, 2021, an annuity contract for approximately $100.0 million was purchased with United States defined benefit plan assets and the pension obligation for certain retirees in the United States under that plan was irrevocably transferred from that plan to the annuity contract. Additionally, lump sum payments totaling $2.7 million and $10.2 million for the three and nine months ended July 31, 2021 were made from the defined benefit plan assets to certain participants who agreed to such payments, representing the current fair value of the participant’s respective pension benefit. The settlement items described above resulted in a decrease in the fair value of both the plan assets and the projected benefit obligation of $110.2 million. The settlement also resulted in a non-cash pension settlement charge of $0.1 million and $8.7 million of unrecognized net actuarial loss included in accumulated other comprehensive loss for the three and nine months ended July 31, 2021.
NOTE 8 — CONTINGENT LIABILITIES AND ENVIRONMENTAL RESERVES
Litigation-related Liabilities
The Company may become involved from time-to-time in litigation and regulatory matters incidental to its business, including governmental investigations, enforcement actions, personal injury claims, product liability, employment health and safety matters, commercial disputes, intellectual property matters, disputes regarding environmental clean-up costs, litigation in connection with acquisitions and divestitures, and other matters arising out of the normal conduct of its business. The Company intends to vigorously defend itself in such litigation. The Company does not believe that the outcome of any pending litigation will have a material adverse effect on its interim condensed consolidated financial statements.
The Company may accrue for contingencies related to litigation and regulatory matters if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. The Company regularly reviews contingencies to determine whether its accruals are adequate. The amount of ultimate loss may differ from these estimates.
Environmental Reserves
As of July 31, 2022, and October 31, 2021, the Company's environmental reserves were $20.3 million and $19.5 million, respectively. These reserves are principally based on environmental studies and cost estimates provided by third parties, but also take into account management estimates. The estimated liabilities are reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of relevant costs. For sites that involve formal actions subject to joint and several liabilities, these actions have formal agreements in place to apportion the liability.
As of July 31, 2022 and October 31, 2021, the Company has accrued $11.0 million for the Diamond Alkali Superfund Site in New Jersey.
Aside from the Diamond Alkali Superfund Site, other environmental reserves of the Company as of July 31, 2022 and October 31, 2021 included $9.3 million and $8.5 million, respectively, for its various facilities around the world. It is possible that there could be resolution of uncertainties in the future that would require the Company to record charges that could be material to future earnings.
The Company’s exposure to adverse developments with respect to any individual site is not expected to be material. Although environmental remediation could have a material effect on results of operations if a series of adverse developments occur in a particular quarter or year, the Company believes that the chance of a series of adverse developments occurring in the same quarter or year is remote. Future information and developments will require the Company to continually reassess the expected impact of these environmental matters.
NOTE 9 — EARNINGS PER SHARE
The Company has two classes of common stock and, as such, applies the “two-class method” of computing earnings per share (“EPS”) as prescribed in ASC 260, “Earnings Per Share.” In accordance with this guidance, earnings are allocated in the same fashion as dividends would be distributed. Under the Company’s certificate of incorporation, any distribution of dividends in any year must be made in proportion of one cent a share for Class A Common Stock to one and one-half cents a share for Class B Common Stock, which results in a 40% to 60% split to Class A and B shareholders, respectively. In accordance with this, earnings are allocated first to Class A and Class B Common Stock to the extent that dividends are actually paid and the remainder is allocated assuming all of the earnings for the period have been distributed in the form of dividends.
The Company calculates EPS as follows:
| | | | | | | | | | | | | | | | | | | | |
Basic Class A EPS | = | 40% * Average Class A Shares Outstanding | * | Undistributed Net Income | + | Class A Dividends Per Share |
40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding | Average Class A Shares Outstanding |
| | | | | | |
Diluted Class A EPS | = | 40% * Average Class A Shares Outstanding | * | Undistributed Net Income | + | Class A Dividends Per Share |
40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding | Average Diluted Class A Shares Outstanding |
| | | | | | |
Basic Class B EPS | = | 60% * Average Class B Shares Outstanding | * | Undistributed Net Income | + | Class B Dividends Per Share |
40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding | Average Class B Shares Outstanding |
*Diluted Class B EPS calculation is identical to Basic Class B calculation
The following table provides EPS information for each period, respectively:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, | | Nine Months Ended July 31, |
(in millions) | 2022 | | 2021 | | 2022 | | 2021 |
Numerator for basic and diluted EPS | | | | | | | |
Net income attributable to Greif, Inc. | $ | 141.8 | | | $ | 113.0 | | | $ | 277.2 | | | $ | 286.2 | |
Cash dividends | (27.4) | | | (26.2) | | | (82.0) | | | (78.4) | |
Undistributed earnings attributable to Greif, Inc. | $ | 114.4 | | | $ | 86.8 | | | $ | 195.2 | | | $ | 207.8 | |
The Class A Common Stock has no voting rights unless four quarterly cumulative dividends upon the Class A Common Stock are in arrears. The Class B Common Stock has full voting rights. There is no cumulative voting for the election of directors.
Common Stock Repurchases
In June 2022, the Stock Repurchase Committee of the Company’s Board of Directors authorized a program to repurchase up to $150.0 million of shares of the Company’s Class A or Class B Common Stock or any combination thereof. On June 23, 2022, the Company entered into a $75.0 million accelerated share repurchase agreement ("ASR") with Bank of America, N.A. to repurchase shares of the Company's Class A Common Stock. In addition, the Company plans to repurchase an aggregate of $75.0 million of shares of its Class A or Class B Common Stock, or any combination thereof, in open market purchases ("OSR").
Under the ASR, the Company made a payment of $75.0 million and received an initial delivery of approximately 80% of the expected share repurchases, or 1,021,451 shares of Class A Common Stock, on June 24, 2022 with any remaining shares expected to be delivered by the end of the Company's first quarter 2023. The ASR has been accounted for as a purchase of shares of Class A Common Stock and a forward purchase contract. The final number of shares of Class A Common Stock to be repurchased will be based on the volume-weighted average price of the shares of the Company's Class A Common Stock during the term of the ASR less a discount. The Company has treated the shares of Class A Common Stock delivered as treasury shares as of the date the shares were physically delivered in computing the weighted average shares outstanding of Class A Common Stock for both basic and diluted earnings per share. The forward stock purchase contract was determined to be indexed to the Company’s own stock and met all of the applicable criteria for equity classification.
Repurchases under the OSR may be made on the open market over the next 12 to 18 months in accordance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934. The timing of any such repurchases will depend on market conditions and will be made at the Company's discretion. While the Company intends to repurchase up to $75.0 million of shares, it is not obligated to repurchase any dollar amount or number or class of shares and may suspend or discontinue repurchases at any time. As of July 31, 2022, there have been no shares repurchased under the OSR.
The following table summarizes the shares of the Company’s Class A and Class B Common Stock as of the specified dates:
| | | | | | | | | | | | | | | | | | | | | | | |
| Authorized Shares | | Issued Shares | | Outstanding Shares | | Treasury Shares |
July 31, 2022 | | | | | | | |
Class A Common Stock | 128,000,000 | | | 42,281,920 | | | 25,606,287 | | | 16,675,633 | |
Class B Common Stock | 69,120,000 | | | 34,560,000 | | | 22,007,725 | | | 12,552,275 | |
| | | | | | | |
October 31, 2021 | | | | | | | |
Class A Common Stock | 128,000,000 | | | 42,281,920 | | | 26,550,924 | | | 15,730,996 | |
Class B Common Stock | 69,120,000 | | | 34,560,000 | | | 22,007,725 | | | 12,552,275 | |
The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, | | Nine Months Ended July 31, |
| 2022 | | 2021 | | 2022 | | 2021 |
Class A Common Stock: | | | | | | | |
Basic shares | 26,207,808 | | | 26,550,924 | | | 26,466,619 | | | 26,517,064 | |
Assumed conversion of restricted shares | 419,175 | | | 153,965 | | | 255,062 | | | 119,880 | |
Diluted shares | 26,626,983 | | | 26,704,889 | | | 26,721,681 | | | 26,636,944 | |
Class B Common Stock: | | | | | | | |
Basic and diluted shares | 22,007,725 | | | 22,007,725 | | | 22,007,725 | | | 22,007,725 | |
NOTE 10 — LEASES
The Company leases certain buildings, warehouses, land, transportation equipment, operating equipment, and office equipment with remaining lease terms from less than 1 year up to 20 years. The Company reviews all options to extend, terminate, or purchase a right of use asset at the time of lease inception and accounts for options deemed reasonably certain.
The Company combines lease and non-lease components for all leases, except real estate, for which these components are presented separately. Leases with an initial term of twelve months or less are not capitalized and are recognized on a straight-
line basis over the lease term. The implicit rate is not readily determinable for substantially all of the Company's leases, and therefore the initial present value of lease payments is calculated utilizing an estimated incremental borrowing rate determined at the portfolio level based on market and Company specific information.
Certain of the Company’s leases include variable costs. As the right of use asset recorded on the balance sheet was determined based upon factors considered at the commencement date, changes in these variable expenses are not capitalized and are expensed as incurred throughout the lease term.
As of July 31, 2022, the Company does not have material exposure to finance leases and has not entered into any significant leases which have not yet commenced.
The following table presents the lease expense components for the three and nine months ended July 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, | | Nine Months Ended July 31, |
(in millions) | 2022 | | 2021 | | 2022 | | 2021 |
Operating lease cost | $ | 14.7 | | | $ | 16.8 | | | $ | 48.4 | | | $ | 51.3 | |
Other lease cost* | 6.4 | | | 7.1 | | | 18.4 | | | 19.8 | |
Total lease cost | $ | 21.1 | | | $ | 23.9 | | | $ | 66.8 | | | $ | 71.1 | |
*includes variable, short-term, and finance lease costs | | | | | | | |
Future maturity for the Company's lease liabilities, during the next five years, and in the aggregate for the years thereafter, are as follows:
| | | | | |
(in millions) | July 31, 2022 |
2022 | $ | 60.9 | |
2023 | 54.9 | |
2024 | 45.5 | |
2025 | 39.8 | |
2026 | 32.0 | |
Thereafter | 106.2 | |
Total lease payments | $ | 339.3 | |
Less: interest | (83.2) | |
Lease liabilities | $ | 256.1 | |
The following table presents the weighted-average lease term and discount rate as of July 31, 2022 and 2021:
| | | | | | | | | | | |
| July 31, 2022 | | July 31, 2021 |
Weighted-average remaining lease term (years) for operating lease liabilities | 10.0 | | 10.6 |
Weighted-average discount rate for operating lease liabilities | 3.63 | % | | 3.67 | % |
The following table presents other required lease related information for the three and nine months ended July 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, | | Nine Months Ended July 31, |
(in millions) | 2022 | | 2021 | | 2022 | | 2021 |
Operating cash flows used for operating liabilities | $ | 15.3 | | | $ | 17.2 | | | $ | 49.4 | | | $ | 51.8 | |
Leased assets obtained in exchange for new operating lease liabilities | 3.9 | | | 1.7 | | | 15.9 | | | 15.3 | |
NOTE 11 — COMPREHENSIVE INCOME (LOSS)
The following table provides the rollforward of accumulated other comprehensive income (loss) for the nine months ended July 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | Foreign Currency Translation | | Derivative Financial Instruments | | Minimum Pension Liability Adjustment | | Accumulated Other Comprehensive Income (Loss) |
Balance as of October 31, 2021 | $ | (295.4) | | | $ | (3.6) | | | $ | (57.5) | | | $ | (356.5) | |
Other comprehensive income (loss) | (104.5) | | | 37.1 | | | 9.2 | | | (58.2) | |
Foreign currency translation released from business divestment | 113.1 | | | — | | | — | | | 113.1 | |
Balance as of July 31, 2022 | $ | (286.8) | | | $ | 33.5 | | | $ | (48.3) | | | $ | (301.6) | |
The following table provides the rollforward of accumulated other comprehensive income (loss) for the nine months ended July 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | Foreign Currency Translation | | Derivative Financial Instruments | | Minimum Pension Liability Adjustment | | Accumulated Other Comprehensive Income (Loss) |
Balance as of October 31, 2020 | $ | (294.9) | | | $ | (24.7) | | | $ | (107.9) | | | $ | (427.5) | |
Other comprehensive income | 17.9 | | | 10.8 | | | 49.3 | | | 78.0 | |
Balance as of July 31, 2021 | $ | (277.0) | | | $ | (13.9) | | | $ | (58.6) | | | $ | (349.5) | |
The components of accumulated other comprehensive income (loss) above are presented net of tax, as applicable.
NOTE 12 — BUSINESS SEGMENT INFORMATION
The Company has six operating segments, which are aggregated into three reportable business segments: Global Industrial Packaging; Paper Packaging & Services; and Land Management.
The Company’s reportable business segments offer different products and services. The accounting policies of the reportable business segments are substantially the same as those described in the “Basis of Presentation and Summary of Significant Accounting Policies” note in the 2021 Form 10-K.
The following tables present net sales disaggregated by geographic area for each reportable segment for the three and nine months ended July 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, 2022 |
(in millions) | United States | | Europe, Middle East and Africa | | Asia Pacific and Other Americas | | Total |
Global Industrial Packaging | $ | 316.2 | | | $ | 424.5 | | | $ | 166.0 | | | $ | 906.7 | |
Paper Packaging & Services | 698.2 | | | — | | | 12.0 | | | 710.2 | |
Land Management | 5.2 | | | — | | | — | | | 5.2 | |
Total net sales | $ | 1,019.6 | | | $ | 424.5 | | | $ | 178.0 | | | $ | 1,622.1 | |
|
| Nine Months Ended July 31, 2022 |
(in millions) | United States | | Europe, Middle East and Africa | | Asia Pacific and Other Americas | | Total |
Global Industrial Packaging | $ | 980.2 | | | $ | 1,340.9 | | | $ | 506.4 | | | $ | 2,827.5 | |
Paper Packaging & Services | 1,977.5 | | | — | | | 32.0 | | | 2,009.5 | |
Land Management | 16.7 | | | — | | | — | | | 16.7 | |
Total net sales | $ | 2,974.4 | | | $ | 1,340.9 | | | $ | 538.4 | | | $ | 4,853.7 | |
The following tables present net sales disaggregated by geographic area for each reportable segment for the three and nine months ended July 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, 2021 |
(in millions) | United States | | Europe, Middle East and Africa | | Asia Pacific and Other Americas | | Total |
Global Industrial Packaging | $ | 278.0 | | | $ | 463.0 | | | $ | 166.8 | | | $ | 907.8 | |
Paper Packaging & Services | 568.5 | | | — | | | 10.3 | | | 578.8 | |
Land Management | 4.2 | | | — | | | — | | | 4.2 | |
Total net sales | $ | 850.7 | | | $ | 463.0 | | | $ | 177.1 | | | $ | 1,490.8 | |
|
| Nine Months Ended July 31, 2021 |
(in millions) | United States | | Europe, Middle East and Africa | | Asia Pacific and Other Americas | | Total |
Global Industrial Packaging | $ | 731.2 | | | $ | 1,204.0 | | | $ | 429.9 | | | $ | 2,365.1 | |
Paper Packaging & Services | 1,570.4 | | | — | | | 26.3 | | | 1,596.7 | |
Land Management | 16.1 | | | — | | | — | | | 16.1 | |
Total net sales | $ | 2,317.7 | | | $ | 1,204.0 | | | $ | 456.2 | | | $ | 3,977.9 | |
The following segment information is presented for the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, | | Nine Months Ended July 31, |
(in millions) | 2022 | | 2021 | | 2022 | | 2021 |
Operating profit: | | | | | | | |
Global Industrial Packaging | $ | 107.2 | | | $ | 122.0 | | | $ | 246.2 | | | $ | 252.4 | |
Paper Packaging & Services | 96.7 | | | 47.5 | | | 215.1 | | | 89.1 | |
Land Management | 1.8 | | | 3.6 | | | 6.5 | | | 102.2 | |
Total operating profit | $ | 205.7 | | | $ | 173.1 | | | $ | 467.8 | | | $ | 443.7 | |
| | | | | | | |
Depreciation, depletion and amortization expense: | | | | | | | |
Global Industrial Packaging | $ | 17.1 | | | $ | 20.6 | | | $ | 56.5 | | | $ | 62.8 | |
Paper Packaging & Services | 33.6 | | | 36.7 | | | 106.7 | | | 110.8 | |
Land Management | 0.7 | | | 0.8 | | | 2.2 | | | 2.6 | |
Total depreciation, depletion and amortization expense | $ | 51.4 | | | $ | 58.1 | | | $ | 165.4 | | | $ | 176.2 | |
The following table presents total assets by segment and total properties, plants and equipment, net by geographic area:
| | | | | | | | | | | |
(in millions) | July 31, 2022 | | October 31, 2021 |
Assets: | | | |
Global Industrial Packaging | $ | 2,498.6 | | | $ | 2,735.1 | |
Paper Packaging & Services | 2,518.8 | | | 2,506.5 | |
Land Management | 250.1 | | | 249.2 | |
Total segments | 5,267.5 | | | 5,490.8 | |
Corporate and other | 358.6 | | | 325.0 | |
Total assets | $ | 5,626.1 | | | $ | 5,815.8 | |
| | | |
Long lived assets, net: | | | |
United States | $ | 1,277.3 | | | $ | 1,321.8 | |
Europe, Middle East and Africa | 306.8 | | | 374.5 | |
Asia Pacific and other Americas | 96.2 | | | 114.3 | |
Total long-lived assets, net | $ | 1,680.3 | | | $ | 1,810.6 | |
NOTE 13 — DIVESTITURES
During the second quarter of 2022, the Company completed the FPS Divestiture for $123.0 million, before preliminary adjustments at closing of $38.8 million and subject to final adjustments. The Company received net cash proceeds of $131.6 million, inclusive of $24.4 million of cash and cash equivalents deconsolidated as a result of the divestiture.
The gain on sale of businesses, net for the nine months ended July 31, 2022, was $4.2 million in the Global Industrial Packaging segment, consisting of $4.8 million gain on the sale of an equity method investment with an offsetting loss of $0.6 million due to the FPS divestiture. There was no gain on sale of business for the three months ended July 31, 2022 as no businesses were sold during that time.