FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended January 31, 1995 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.)
621 Pennsylvania Avenue, Delaware, Ohio 43015
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 614-363-1271
Not Applicable
Former name, former address and former fiscal year, if changed since
last report.
Indicate 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 5,436,586 shares
Class B Common Stock 6,652,174 shares
PART I. FINANCIAL INFORMATION
GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
January 31, October 31,
1995 1994
CURRENT ASSETS
Cash and short-term investments $ 26,786 $ 29,543
U.S. and Canadian government securities
--at amortized cost which approximates market 20,679 23,970
Trade accounts receivable--less allowance
of $989 for doubtful items 71,204 69,501
Inventories, at the lower of cost (prin-
cipally last-in, first-out) or market 55,424 50,944
Prepaid expenses and other 14,157 14,384
Total current assets 188,250 188,342
LONG TERM ASSETS
Cash surrender value of life insurance 2,669 2,618
Interest in partnership 1,091 1,091
Other long term assets 5,980 5,853
9,740 9,562
PROPERTIES, PLANTS AND EQUIPMENT--at cost
Timber properties -- less depletion 3,790 3,639
Land 10,496 10,521
Buildings 99,438 99,936
Machinery, equipment, etc. 299,739 291,426
Construction in progress 19,195 18,136
Less accumulated depreciation (207,676) (202,488)
224,982 221,170
$422,972 $419,074
See accompanying Notes to Consolidated Financial Statements
GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
January 31, October 31,
1995 1994
CURRENT LIABILITIES
Accounts payable $ 25,822 $ 32,948
Current portion of long term obligations 243 249
Accrued payrolls and employee benefits 6,432 7,082
Accrued taxes--general 1,228 1,952
Taxes on income 7,150 713
Total current liabilities 40,875 42,944
LONG TERM OBLIGATIONS (interest rates from
4.81% - 8.00%; payable to 2000) 24,905 27,966
OTHER LONG TERM LIABILITIES 14,858 14,265
DEFERRED INCOME TAXES 8,276 6,960
Total long term liabilities 48,039 49,191
SHAREHOLDERS' EQUITY (Note 1)
Capital stock, without par value 9,034 9,034
Class A Common Stock:
Authorized 16,000,000 shares;
issued 10,570,480 shares;
in treasury 5,133,894 shares;
outstanding 5,436,586 shares
Class B Common Stock:
Authorized and issued 8,640,000 shares;
in treasury 1,987,826 shares;
(1,985,826 in 1994)
outstanding 6,652,174 shares
(6,654,174 in 1994)
Earnings retained for use in the business 330,222 321,583
Cumulative translation adjustment (5,198) (3,678)
334,058 326,939
$422,972 $419,074
See accompanying Notes to Consolidated Financial Statements
GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
For the three months ended January 31, 1995 1994
Sales and other income
Net sales $170,058 $128,773
Other income:
Gain on sales of timber and timber properties 3,026 858
Interest, oil royalties and other 1,337 1,316
174,421 130,947
Costs and expenses (including depreciation of
($5,516 in 1995 and $5,028 in 1994)
Cost of products sold 132,658 109,179
Selling, general and administrative 16,659 14,268
Interest 426 236
149,743 123,683
Income before income taxes 24,678 7,264
Taxes on income 9,300 2,700
Net Income $ 15,378 $ 4,564
Net income per share (based on the average number of shares outstanding during
the period):
Based on the assumption that earnings were allocated to Class A and Class B
Common Stock to the extent that dividends were actually paid for the year and
the remainder were allocated as they would be received by shareholders in the
event of liquidation, that is, equally to Class A and Class B shares, share
and share alike:
Class A $1.16 $ .29
Class B $1.36 $ .45
Due to the special characteristics of the Company`s two classes of
stock (see Note 1), earnings per share can be calculated upon the basis of
varying assumptions, none of which, in the opinion of management, would be
free from the claim that it fails fully and accurately to represent the true
interest of the shareholders of each class of stock and in the earnings
retained for use in the business.
See accompanying Notes to Consolidated Financial Statements
GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF EARNINGS RETAINED FOR USE IN THE BUSINESS
(Dollars in thousands, except per share amounts)
For the three months ended January 31, 1995 1994
Balance at beginning of period $321,583 $298,757
Net income 15,378 4,564
336,961 303,321
Dividends paid:
On Class A Common Stock -- $.44 2,392 1,957
On Class B Common Stock -- $.64 4,258 3,477
6,650 5,434
Stock acquired for treasury 89 515
Balance at end of period $330,222 $297,372
See accompanying Notes to Consolidated Financial Statements
GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
For the three months ended January 31, 1995 1994
Cash flows from operating activities:
Net income $15,378 $ 4,564
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and depletion 5,694 5,204
Deferred income taxes 1,342 1,578
(Increase) decrease:
Trade accounts receivable (1,703) 5,310
Inventories (4,480) (5,812)
Prepaid expenses and other 227 (421)
Other long term assets (178) (166)
Increase (decrease):
Accounts payable and accrued liabilities (7,126) (3,625)
Accrued payrolls and employee benefits (650) (825)
Accrued taxes - general (724) (244)
Taxes on income 6,437 (322)
Other long term liabilities 593 (133)
Net cash provided by operating activities 14,810 5,108
Cash flows from investing activities:
Sales (purchases) of investments in government
and short term securities 3,291 (440)
Purchase of properties, plants and equipment (9,771) (9,930)
Net cash used by investing activities (6,480) (10,370)
Cash flows from financing activities:
(Payments) proceeds on long term debt (3,067) 3,128
Acquisition of treasury stock (89) (515)
Dividends paid (6,650) (5,434)
Net cash used by financing activities (9,806) (2,821)
Foreign currency translation adjustment (1,281) (195)
Net decrease in cash and short term
investments (2,757) (8,278)
Cash and short term investments at beginning of
period 29,543 30,827
Cash and short term investments at end of period $26,786 $22,549
See accompanying Notes to Consolidated Financial Statements
GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1995
NOTE 1 - CAPITAL STOCK AND RETAINED EARNINGS
Class A Common Stock is entitled to cumulative dividends of 2 cents a
share per year after which Class B Common Stock is entitled to non-cumulative
dividends up to 1 cent a 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 default. There is no cumulative voting. The
Company has acquired 7,121,720 Class A and Class B Common Stock for
treasury at a cost of $38,217,871 which was appropriately charged against
earnings retained for use in the business. Included in the above are 2,000
shares of Class B Common Stock acquired in 1995 for $88,575.
At the special meeting on February 27, 1995, a proposal to split both
of the present classes of common stock on a basis of 2 shares for each of the
present shares was approved (See Item 4 in Part II of this report).
NOTE 2 - DIVIDENDS PER SHARE
The following dividends per share were paid during the period
indicated:
Three Months Ended
January 31,
1995 1994
Class A Common Stock $.44 $.36
Class B Common Stock $.64 $.52
NOTE 3 - CALCULATION OF NET INCOME PER SHARE
Net income per share was calculated using the following number of
shares for the period presented:
Class A Common Stock - 5,436,586 shares
Class B Common Stock - 6,652,785 shares
NOTE 4 - INVENTORIES
Inventories are comprised principally of raw materials.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Liquidity and Capital Resources
As indicated in the Consolidated Balance Sheet, elsewhere in this
report and discussed in greater detail in the 1994 Annual Report to
Shareholders, the Company is dedicated to maintaining a strong financial
position. It is our belief that this dedication is extremely important during
all economic times.
As discussed in the 1994 Annual Report, the Company is subject to the
economic conditions of its customers. During this period, the Company has
been able to utilize its developed financial position to meet its continued
business needs.
The current ratio as of January 31, 1995 is an indication of the
continuation of the Company's strong liquidity.
Capital expenditures were $9,771,000 during the three months ended
January 31, 1995. These capital expenditures were principally needed to
replace and improve equipment.
As disclosed in the 1994 Annual Report, a subsidiary of the Company
has a commitment to build a manufacturing plant in Michigan. In addition to
this plant, the Company has outstanding purchase commitments for capital
expenditures of approximately $14,000,000.
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 3-month periods ended January 31,
1995 and January 31, 1994.
Net sales increased 32% during the current quarter compared to the
previous period. This increase was principally the result of increases in the
containerboard segment, which was significantly affected by increased sales
prices resulting from shortages in containerboard and related products. In
addition, the shipping containers segment contributed to the increase due to
an increase in unit sales and higher sales prices resulting from the increase
in cost of the Company's raw materials.
The gain on sales of timber and timber properties increased due to
the sale of timber properties to the U.S. Forest Service and more salvage
timber sales. Also, the sales prices for timber were higher as compared to
the previous period.
The cost of products sold as a percentage of sales decreased from 85%
in 1994 to 78% in 1995. This decrease was largely the result of a higher
percent of the net sales being comprised of the containerboard and related
products segment, which has a higher gross profit margin than the Company's
other segment. This decrease was partially offset by an increase in the cost
of the Company's raw materials.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings not covered by
insurance.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a.) The Company held a special meeting of Stockholders
on February 27, 1995.
(c.) At the special meeting, a proposal to split both
of the present classes of common stock, Class A
Common and Class B Common, on a basis of 2 shares
for each of the present shares was approved by the
stockholders. The inspectors of election
certified the following vote tabulations:
Class A Class B
For 4,567,033 6,552,630
Against 3,340 4,444
Abstain 625 -0-
Non-votes -0- -0-
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a.) Exhibits.
None.
(b.) Reports on Form 8-K.
No events occurred requiring Form 8-K to be filed.
OTHER COMMENTS
The information furnished herein reflects all adjustments which are,
in the opinion of management, necessary for a fair presentation of the
consolidated balance sheet as of January 31, 1995, the consolidated statement
of income for the 3-month periods ended January 31, 1995 and 1994, and the
consolidated statement of cash flows for the 3-month periods then ended.
These financial statements are unaudited; however, at year end an audit will
be made for the fiscal year by independent certified public accountants.
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 thereunto duly authorized.
Greif Bros. Corporation
(Registrant)
Date March 6, 1995
John K. Dieker
Controller
Date March 6, 1995
Philip R. Metzger
Treasurer
5
1,000
3-MOS
OCT-31-1995
JAN-31-1995
26,786
20,679
72,193
(989)
55,424
188,250
432,658
(207,676)
422,972
40,875
0
9,034
0
0
325,024
422,972
170,058
174,421
132,658
132,658
16,659
0
426
24,678
9,300
15,378
0
0
0
15,378
1.16
1.16
Amount represents the earnings per share for the Class A Common Stock. The
earnings per share for the Class B Common Stock are $1.36.