UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 are materials to be used by representatives of Greif, Inc. (the "Company") in connection with a presentation to be delivered at investor meetings during the month of May 2022, commencing on or about May 5, 2022. The materials will be accessible online through the Investors section of the Company’s website located at www.greif.com. The information on the Company’s website is not a part of this Form 8-K.
The information provided pursuant to this Item 7.01, including Exhibit 99.1 in Item 9.01, is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| Investor Presentation furnished as of May 5, 2022 | |||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREIF, INC. | ||||||||
| Date: May 5, 2022 | By | /s/ Gary R. Martz | ||||||
| Gary R. Martz Executive Vice President | ||||||||
Investor Presentation May 5, 2022
May 4, 2022 P.2 Safe harbor FORWARD-LOOKING STATEMENTS ▪ This presentation contains certain forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. The words “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “aspiration,” “objective,” “project,” “believe,” “continue,” “on-track” or “target” or the negative thereof and similar expressions, among others, identify forward-looking statements. All forward looking statements are based on information currently available to management. Such forward-looking statements are subject to certain risks and uncertainties that could cause events and the Company’s actual results to differ materially from those expressed or implied. Please see the disclosure regarding forward-looking statements immediately preceding Part I of the Company’s Annual Report on the most recently filed Form 10-K. The company assumes no obligation to update any forward-looking statements. REGULATION G ▪ This presentation includes certain non-GAAP financial measures like Adjusted EBITDA and other measures that exclude special items such as restructuring and other unusual charges and gains that are volatile from period to period. Management of the company uses the non-GAAP measures to evaluate ongoing operations and believes that these non-GAAP measures are useful to enable investors to perform meaningful comparisons of current and historical performance of the company. All non-GAAP data in the presentation are indicated by footnotes. Tables showing the reconciliation between GAAP and non-GAAP measures are available at the end of this presentation and on the Greif website at www.greif.com
May 4, 2022 P.3 Greif: the leading industrial packaging solutions provider Financial Performance FY21 FY20 FY18 Net Sales $5.5B $4.5B $3.9B Adj. EBITDA2 $764M $643M $503M Adj. EBITDA Margin 13.8% 14.2% 13.0% Adj. Free Cash Flow2 $274M $346M $179M (1) Ranking denotes global product category for GIP products and North America product category for PPS products. Based on company estimates. (2) A summary of all adjustments that are included in Adj. EBITDA and Adj. Free Cash Flow is set forth in the appendix of this presentation Note: A reconciliation of the differences between all non-GAAP financial measures used in this presentation with the most directly comparable GAAP financial measures is included in the appendix of this presentation. #2 Uncoated recycled boxboard (URB) Coated recycled boxboard (CRB) Recovered fiber group Steel Fibre Industrial Closures Tube & Core Plastic Rigid IBCs #3 #1 #1 #1 #2 #2 #3 Converted ProductsFiber and Mills Leading Positions in Multiple Packaging Substrates1 59.3% 39.5% 1.2% FY21 Adj. EBITDA2 by Segment Land Management Paper Packaging & Services Global Industrial Packaging* 59.7% 39.9% 0.4% FY21 Net Sales by Segment Land Management Paper Packaging & Services Global Industrial Packaging* * Flexible Products & Services business (FPS) contributed 9.6% of GIP and 5.7% of Total Company net sales in 2021 * Flexible Products & Services business (FPS) contributed 7.4% of GIP and 4.4% of Total Company net sales in 2021
May 4, 2022 P.4 Fiscal Year (FY) 2021 key highlights Delivered record financial performance Advanced key financial priorities and enhanced shareholder returns Accelerated ESG strategy and improved colleague engagement Positioned for an even stronger Fiscal 20222,3 ✓Record Adj. EBITDA1: $764.2M ✓Record Adj. Class A EPS1: $5.60/sh ✓Compliance leverage ratio = 2.49x (high end of 2.0 – 2.5x targeted range) ✓ Increased dividend in line with stated commitment ✓ Introduced new science aligned greenhouse gas emissions reduction target and achieved record waste to landfill diversion rate ✓Achieved top decile colleague engagement rating and recognized as leading US workplace ✓FY increased Guidance announced March 2, 2022: ►Adj. Class A EPS: $6.30 – $6.90 ►Adj. Free Cash Flow: $380 – $440M (1) A summary of all adjustments that are included in Adjusted EBITDA and Adjusted Class A EPS is set forth in the appendix of this presentation. (2) No reconciliation of the fiscal 2022 Class A earnings per share before adjustments guidance or tax rate excluding the impact of adjustments guidance, both non-GAAP financial measures which exclude gains and losses on the disposal of businesses, timberland and properties, plants and equipment, non-cash pension settlement (income) charges, acquisition and integration related costs, incremental COVID-19 costs, net, restructuring and impairment charges, is included in this release because, due to the high variability and difficulty in making accurate forecasts and projections of some of the excluded information, together with some of the excluded information not being ascertainable or accessible, we are unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measure without unreasonable effortNote: A reconciliation of the differences between all non-GAAP financial measures used in this presentation with the most directly comparable GAAP financial measures is included in the appendix of this presentation. (3) A reconciliation of 2022 adjusted free cash flow guidance to forecasted net cash provided by operating activities, the most directly comparable GAAP financial measure is included in the appendix of this presentation. Note: A reconciliation of the differences between all non-GAAP financial measures used in this presentation with the most directly comparable GAAP financial measures is included in the appendix of this presentation.
May 4, 2022 P.5 Completed divestiture of Flexible Products & Services Completed divestiture on March 31, 2022 • Divested Greif’s 50% ownership stake in FPS to Gulf Refined Packaging for $123 million, subject to certain conditions and post closing adjustments ‒ Internal review concluded FPS could more efficiently deploy capital and pursue opportunities faster under a single ownership ‒ Proceeds to be applied to debt repayment • FY increased Guidance announced March 2, 2022, adjusted to consider exclusion of FPS ‒ FPS contribution to Greif during ownership period was less than 6% of net sales and less than 5% of EBITDA
May 4, 2022 P.6 Volumes and Sales Quarter-to-Date (FQ2 2022) -1% 0% 1% 2% 3% 4% 5% 6% 7% Steel Drums Intermediate Bulk Containers (IBCs) Corrugated Sheets Tube / Cores Solid performance across most of the business during FQ2 2022 FQ2 ’22 vs. FQ2 ’21 Volume Snapshot (per day basis)1 ✓ Volumes through March 2022 indicate generally in line or stronger YoY performance. Versus prior year: ► Global steel drum volume down low-single-digits ► Global IBC volume up low-single-digits ► Corrugated sheets up low-single-digits ► Tube and cores up mid-single-digits ✓ Pricing through March 2022 above internal expectations given higher steel price indices and better than anticipated realization in Paper Packaging (1) FQ2 Includes February and March performance, but excludes April performance, which is not yet available. GEF’s actual Fiscal 2nd Quarter includes the February through April 2022 time period.
May 4, 2022 P.7 Protecting Our Future – Greif 2021 Sustainability Report 13th consecutive annual report highlights efforts to advance our environmental, social and governance (ESG) priorities • Achieved >90% waste diverted from landfill at 149 facilities, including 50 facilities at our Zero Waste to Landfill target • Advancing Greif Diversity, Equity & Inclusion efforts through Colleague Resource Groups (CRG) and Talent Attraction and Management • Driving Circularity with nearly $900mm in Revenue from Sustainability- linked projects and ~95k metric tons of Virgin Materials Saved Key Highlights Awards and Recognition • Gold Rating by EcoVadis for the 4th consecutive year and recognized by CDP with a score of B, demonstrating excellence in carbon management • Recognized as one of both Newsweek's America's Most Responsible Companies & Most Loved Workplaces
May 4, 2022 P.8 Greif Investor & Analyst Day 2022 Thursday June 23, 2022 Please kindly RSVP by Wednesday, June 1, 2022 by contacting: InvestorDay@Greif.com We look forward to seeing you at the event! Event: 7:30am – 12:30pm EST Presentation: 8:30am – 11:30am EST Convene at 75 Rockefeller Plaza 75 Rockefeller Plaza New York, New York
Reconciliation Tables
May 4, 2022 P.10 GAAP to Non-GAAP Reconciliation: Segment and Consolidated Financials: Operating Profit to Adjusted EBITDA Note: Adjusted EBITDA is defined as net income, plus interest expense, net, plus income tax expense, plus depreciation, depletion and amortization expense, plus restructuring charges, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement charges (income), plus incremental COVID-19 costs, net, plus loss (gain) on disposal of properties, plants, equipment and businesses, net, plus timberland gains, net.
May 4, 2022 P.11 GAAP to Non-GAAP Reconciliation: Adjusted Free Cash Flow Note: Adjusted free cash flow is defined as net cash provided by operating activities, less cash paid for purchases of properties, plants and equipment, plus cash paid for acquisition and integration related costs, plus cash paid for incremental COVID-19 costs, net, plus cash paid for acquisition and integration related Enterprise Resource Planning (ERP) systems. (in millions) 2015 2016 2017 2018 2019 2020 2021 Net cash provided by operating activities 206.3 301.0 305.0 253.0 389.5 454.7 396.0 Cash paid for purchases of properties, plants and equipment (135.8) (100.1) (96.8) (140.2) (156.8) (131.4) (140.7) Free Cash Flow 70.5 200.9 208.2 112.8 232.7 323.3 255.3 Cash paid for acquisition-related costs 0.3 0.2 0.7 0.7 29.7 17.0 9.1 Cash paid for acquisition-related ERP systems - - - - 0.3 3.3 6.4 Cash paid for incremental COVID-19 costs, net - - - - - 2.6 3.3 Cash paid for debt issuance costs - - - - 5.1 - - Cash paid for additional U.S. pension contributions - - - 65.0 - - - Cash provided by operating activites in Venezuela (4.1) - - - - - - Cash paid for capital expenditures in Venezuela 14.0 - - - - - - Adjusted Free Cash Flow 80.7 201.1 208.9 178.5 267.8 346.2 274.1 Twelve Months Ended October 31,
May 4, 2022 P.12 GAAP to Non-GAAP Reconciliation: Projected 2022 Adjusted Free Cash Flow Guidance Note: Adjusted free cash flow is defined as net cash provided by operating activities, less cash paid for purchases of properties, plants and equipment, plus cash paid for acquisition and integration related costs, plus cash paid for acquisition and integration related Enterprise Resource Planning (ERP) systems.
May 4, 2022 P.13 GAAP to Non-GAAP Reconciliation: Historical Net Income and Class A Earnings Per Share Excluding Adjustments (in millions, excpet for per share amounts) Income before Income Tax (Benefit) Expense and Equity Earnings of Unconsolidated Affiliates, net Income Tax (Benefit) Expense Equity Earnings Non- Controlling Interest Net Income (Loss) Attributable to Greif, Inc. Diluted Class A Earnings Per Share Twelve Months Ended October 31, 2021 478.6$ 69.6$ (4.2)$ 22.5$ 390.7$ 6.54$ Restructuring charges 23.1 5.2 - 1.3 16.6 0.26$ Acquisition and integration related costs 9.1 2.2 - - 6.9 0.12$ Non-cash asset impairment charges 8.9 1.6 - 0.1 7.2 0.12$ Non-cash pension settlement charges 9.1 2.1 - - 7.0 0.12$ Incremental COVID-19 costs, net 3.3 0.9 - 0.3 2.1 0.04$ Gain on disposal of properties, plants, equipment and businesses, net (3.5) (0.3) - 0.1 (3.3) (0.06)$ Timberland gains, net (95.7) (3.0) - - (92.7) (1.54)$ Excluding Adjustments 432.9$ 78.3$ (4.2)$ 24.3$ 334.5$ 5.60$ Twelve Months Ended October 31, 2020 186.1$ 63.3$ (1.5)$ 15.5$ 108.8$ 1.83$ Restructuring charges 38.7 9.0 - 1.0 28.7 0.48$ Acquisition and integration related costs 17.0 4.1 - - 12.9 0.22$ Non-cash asset impairment charges 18.5 3.9 - - 14.6 0.25$ Non-cash pension settlement charges 0.3 - - - 0.3 0.01$ Incremental COVID-19 costs, net 2.6 0.7 - - 1.9 0.03$ Loss on disposal of properties, plants, equipment and businesses, net 19.6 (4.7) - 0.6 23.7 0.40$ Excluding Adjustments 282.8$ 76.3$ (1.5)$ 17.1$ 190.9$ 3.22$ Twelve Months Ended October 31, 2019 262.0$ 70.7$ (2.9)$ 23.2$ 171.0$ 2.89$ (Gain) loss on disposal of properties, plants, equipment and businesses, net (10.2) (2.4) - (2.5) (5.3) (0.09)$ Restructuring charges 26.1 4.4 - 0.8 20.9 0.36$ Non-cash asset impairment charges 7.8 1.9 - 0.1 5.8 0.10$ Acquisition and integration related costs 29.7 4.3 - - 25.4 0.43$ Debt extinguishment charges 22.0 5.3 - - 16.7 0.28$ Tax net benefit resulting from the Tax Reform Act - 0.5 - - (0.5) (0.01)$ Excluding Adjustments 337.4$ 84.7$ (2.9)$ 21.6$ 234.0$ 3.96$ Twelve Months Ended October 31, 2018 299.8$ 73.3$ (3.0)$ 20.1$ 209.4$ 3.55$ (Gain) loss on disposal of properties, plants, equipment and businesses, net (6.4) (0.9) - (0.5) (5.0) (0.09)$ Restructuring charges 18.6 3.1 - 0.6 14.9 0.26$ Non-cash asset impairment charges 8.3 1.5 - - 6.8 0.11$ Acquisition and integration related costs 0.7 - - - 0.7 0.01$ Non-cash pension settlement charge 1.3 0.2 - - 1.1 0.02$ Provisional tax net benefit resulting from the Tax Reform Act - 19.2 - - (19.2) (0.33)$ Excluding Adjustments 322.3$ 96.4$ (3.0)$ 20.2$ 208.7$ 3.53$ (in millions, excpet for per share amounts) Income before Income Tax (Benefit) Expense and Equity Earnings of Unconsolidated Affiliates, net Income Tax (Benefit) Expense Equity Earnings Non- Controlling Interest Net Income (Loss) Attributable to Greif, Inc. Diluted Class A Earnings Per Share Twelve Months Ended October 31, 2017 200.3$ 67.2$ (2.0)$ 16.5$ 118.6$ 2.02$ (Gain) loss on disposal of properties, plants, equipment and businesses, net 1.3 (0.7) - (0.2) 2.2 0.04$ Restructuring charges 12.7 (2.2) - 0.6 14.3 0.24$ Non-cash asset impairment charges 20.8 0.1 - 0.1 20.6 0.35$ Acquisition and integration related costs 0.7 0.2 - - 0.5 0.01$ Non-cash pension settlement charge 27.1 10.2 - - 16.9 0.29$ Excluding Adjustments 262.9$ 74.8$ (2.0)$ 17.0$ 173.1$ 2.95$ Twelve Months Ended October 31, 2016 141.2$ 66.5$ (0.8)$ 0.6$ 74.9$ 1.28$ (Gain) loss on disposal of properties, plants, equipment and businesses, net 4.2 (2.1) - (0.7) 7.0 0.12$ Restructuring charges 26.9 4.9 - 2.9 19.1 0.33$ Non-cash asset impairment charges 51.4 5.2 - 3.8 42.4 0.71$ Acquisition and integration related costs 0.2 0.1 - - 0.1 -$ Excluding Adjustments 223.9$ 74.6$ (0.8)$ 6.6$ 143.5$ 2.44$ Twelve Months Ended October 31, 2015 114.8$ 48.4$ (0.8)$ (4.7)$ 71.9$ 1.23$ (Gain) loss on disposal of properties, plants, equipment and businesses, net 2.2 3.5 - 1.5 (2.8) (0.05)$ Timberland gains (24.3) (9.4) - - (14.9) (0.25)$ Restructuring charges 40.0 7.7 - 4.1 28.2 0.48$ Non-cash asset impairment charges 45.9 5.2 - - 40.7 0.69$ Acquisition and integration related costs 0.3 0.1 - - 0.2 -$ Venezuela devaluation of invesntory on other income/expense (4.9) - - - (4.9) (0.08)$ Venezuela devaluation of invesntory on cost of products sold 9.3 - - - 9.3 0.16$ Excluding Adjustments 183.3$ 55.5$ (0.8)$ 0.9$ 127.7$ 2.18$
May 4, 2022 P.14 Credit Agreement Leverage Ratio (1) Adjustments to EBITDA are specified by the 2019 Credit Agreement and include certain timberland gains, equity earnings of unconsolidated affiliates, net of tax, certain acquisition savings, deferred financing costs, capitalized interest, and other items. (2) Adjustments to net debt are specified by the 2019 Credit Agreement and include the European accounts receivable program, letters of credit, deferred financing costs, and derivative balances. Trailing Twelve Month Credit Agreement EBITDA (in millions) TTM 7/31/2020 TTM 10/31/2020 TTM 01/31/2021 TTM 04/30/2021 TTM 07/31/2021 TTM 10/31/2021 Net income 146.1 124.3 119.1 257.3 351.3 459.3 Plus: Interest expense, net 122.2 115.8 110.3 107.7 101.8 92.7 Plus: Income tax expense 57.2 63.3 58.0 48.8 75.0 23.5 Plus: Depreciation, depletion and amortization expense 241.7 242.5 240.5 238.1 236.3 234.4 EBITDA 567.2 545.9 527.9 651.9 764.4 809.9 Plus: Restructuring charges 32.6 38.7 38.5 46.1 30.7 23.1 Plus: Acquisition and integration related costs 21.0 17.0 13.9 10.9 9.7 9.1 Plus: Non-cash asset impairment charges 22.6 18.5 19.7 18.6 3.1 8.9 Plus: Non-cash pension settlement income (0.1) 0.3 8.9 9.0 9.4 9.1 Plus: Incremental COVID-19 costs, net 1.9 2.6 3.2 3.5 3.3 3.3 Plus: (Gain) loss on disposal of properties, plants, equipment, and businesses, net 29.7 19.6 21.6 (15.3) (17.5) (3.5) Plus: Timberland gains, net - - - (95.7) (95.7) (95.7) Adjusted EBITDA 674.9 642.6 633.7 629.0 707.4 764.2 Credit Agreement adjustments to EBITDA 0.1 (4.3) (5.2) 34.0 31.7 33.6 Credit Agreement EBITDA 675.0 638.3 628.5 663.0 739.1 797.8 Adjusted Net Debt (in millions) Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Long-term debt 2,535.3 2,335.5 2,359.6 2,154.6 2,089.7 2,054.8 Short-term borrowings 2.6 28.4 46.2 44.7 57.6 50.5 Current portion of long-term debt 99.7 123.1 133.6 114.1 120.3 120.3 Total debt 2,637.6 2,487.0 2,539.4 2,313.4 2,267.6 2,225.6 Credit Agreement adjustments to debt (24.7) (47.3) (55.2) (90.9) (88.4) (115.9) Adjusted debt 2,612.9 2,439.7 2,484.2 2,222.5 2,179.2 2,109.7 Less: Cash (98.5) (105.9) (101.4) (110.4) (99.8) (124.6) Adjusted net debt 2,514.4 2,333.8 2,382.8 2,112.1 2,079.4 1,985.1 Leverage Ratio 3.72x 3.66x 3.79x 3.19x 2.81x 2.49x