GENERAL
The terms "Greif," "our company," "we," "us" and "our" as used in this discussion refer toGreif, Inc. and its subsidiaries. Our fiscal year begins onNovember 1 and ends onOctober 31 of the following year. Any references in unaudited interim condensed consolidated financial statements included in the Quarterly Report on Form 10-Q ("this Form 10-Q") to the 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 discussion and analysis presented below relates to the material changes in financial condition and results of operations for our interim condensed consolidated balance sheets as ofJanuary 31, 2022 andOctober 31, 2021 , and for the interim condensed consolidated statements of income for the three months endedJanuary 31, 2022 and 2021. This discussion and analysis should be read in conjunction with the interim condensed consolidated financial statements that appear elsewhere in this Form 10-Q and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the fiscal year endedOctober 31, 2021 (the "2021 Form 10-K"). Readers are encouraged to review the entire 2021 Form 10-K, as it includes information regarding Greif not discussed in this Form 10-Q. This information will assist in your understanding of the discussion of our current period financial results. All statements, other than statements of historical facts, included in this Form 10-Q, including without limitation, statements regarding our future financial position, business strategy, budgets, projected costs, goals, trends, and plans and objectives of management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "aspiration," "objective," "project," "believe," "continue," "on track" or "target" or the negative thereof or variations thereon or similar terminology. All forward-looking statements made in this Form 10-Q are based on assumptions, expectations and other information currently available to management. Although we believe that the expectations reflected in forward-looking statements have a reasonable basis, we can give no assurance that these expectations will prove to be correct. Forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from those forecasted, projected or anticipated, whether expressed in or implied by the statements. Such risks and uncertainties that might cause a difference include, but are not limited to, the following: (i) historically, our business has been sensitive to changes in general economic or business conditions, (ii) our global operations subject us to political risks, instability and currency exchange that could adversely affect our results of operations, (iii) the COVID-19 pandemic could continue to impact any combination of our business, financial condition, results of operations and cash flows, (iv) the current and future challenging global economy and disruption and volatility of the financial and credit markets may adversely affect our business, (v) the continuing consolidation of our customer base and suppliers may intensify pricing pressure, (vi) we operate in highly competitive industries, (vii) our business is sensitive to changes in industry demands and customer preferences, (viii) raw material, price fluctuations, global supply chain disruptions and inflation may adversely impact our results of operations, (ix) energy and transportation price fluctuations and shortages may adversely impact our manufacturing operations and costs, (x) the frequency and volume of our timber and timberland sales will impact our financial performance, (xi) we may not successfully implement our business strategies, including achieving our growth objectives, (xii) we may encounter difficulties or liabilities arising from acquisitions or divestitures, (xiii) we may incur additional restructuring costs and there is no guarantee that our efforts to reduce costs will be successful, (xiv) several operations are conducted by joint ventures that we cannot operate solely for our benefit, (xv) certain of the agreements that govern our joint ventures provide our partners with put or call options, (xvi) our ability to attract, develop and retain talented and qualified employees, managers and executives is critical to our success, (xvii) our business may be adversely impacted by work stoppages and other labor relations matters, (xviii) we may be subject to losses that might not be covered in whole or in part by existing insurance reserves or insurance coverage and general insurance premium and deductible increases, (xix) our business depends on the uninterrupted operations of our facilities, systems and business functions, including our information technology and other business systems, (xx) a security breach of customer, employee, supplier or our information and data privacy risks and costs of compliance with new regulations may have a material adverse effect on our business, financial condition, results of operations and cash flows, (xxi) we could be subject to changes to our tax rates, the adoption of newU.S. or foreign tax legislation or exposure to additional tax liabilities, (xxii) full realization of our deferred tax assets may be affected by a number of factors, (xxiii) we have a significant amount of goodwill and long-lived assets which, if impaired in the future, would adversely impact our results of operations, (xxiv) our pension and post-retirement plans are underfunded and will require future cash contributions, and our required future cash contributions could be higher than we expect, each of which could have a material adverse effect on our financial condition and liquidity, (xxv) legislation/regulation related to environmental and health and safety matters and corporate social responsibility could negatively impact our operations and financial performance, (xxvi) product liability claims and other legal proceedings could adversely affect our operations and financial performance, (xxvii) we may incur fines or penalties, damage to our reputation or other adverse consequences if our employees, agents or business partners violate, or are alleged to have violated, anti-bribery, competition or other laws, (xxviii) changing climate, global climate change regulations and greenhouse gas effects 24
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may adversely affect our operations and financial performance, (xxix) we may be unable to achieve our greenhouse gas emission reduction targets by 2030. The risks described above are not all-inclusive, and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. For a detailed discussion of the most significant risks and uncertainties that could cause our actual results to differ materially from those forecasted, projected or anticipated, see "Risk Factors" in Part I, Item 1A of our most recently filed Form 10-K and our other filings with theSecurities and Exchange Commission . All forward-looking statements made in this Form 10-Q are expressly qualified in their entirety by reference to such risk factors. Except to the limited extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. OVERVIEW Business Segments
We operate in three reportable business segments:
In theGlobal Industrial Packaging segment, we are a leading global producer of industrial packaging products, such as steel, fibre and plastic drums, rigid and flexible intermediate bulk containers, closure systems for industrial packaging products, transit protection products, water bottles and remanufactured and reconditioned industrial containers, and services, such as container life cycle management, filling, logistics, warehousing and other packaging services. Our flexible intermediate bulk containers consist of a polypropylene-based woven fabric that is produced at our production sites, as well as sourced from strategic regional suppliers. We sell our industrial packaging products on a global basis to customers in industries such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agriculture, pharmaceutical and minerals, among others. In thePaper Packaging & Services segment, we produce and sell containerboard, corrugated sheets, corrugated containers, and other corrugated products to customers inNorth America in industries such as packaging, automotive, food and building products. Our corrugated container products are used to ship such diverse products as home appliances, small machinery, grocery products, automotive components, books and furniture, as well as numerous other applications. We also produce and sell coated recycled paperboard and uncoated recycled paperboard, some of which we use to produce and sell industrial products (tubes and cores, construction products, protective packaging, and adhesives). In addition, we also purchase and sell recycled fiber. In the Land Management segment, we are focused on the active harvesting and regeneration of ourUnited States timber properties to achieve sustainable long-term yields. While timber sales are subject to fluctuations, we seek to maintain a consistent cutting schedule, within the limits of market and weather conditions. We also sell, from time to time, timberland and special use land, which consists of surplus land, higher and better use ("HBU") land and development land. As ofJanuary 31, 2022 , we owned approximately 175,000 acres of timber property in the southeasternUnited States , which includes 18,800 acres of special use land.
CRITICAL ACCOUNTING METHODS
The discussion and analysis of our financial condition and results of operations are based upon our interim condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these interim condensed consolidated financial statements, in accordance with these principles, require us to make estimates and assumptions that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities as of the date of our interim condensed consolidated financial statements. Our critical accounting policies are discussed in Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations of the 2021 Form 10-K. We believe that the consistent application of these policies enables us to provide readers of the interim condensed consolidated financial statements with useful and reliable information about our results of operations and financial condition. There have been no material changes to our critical accounting policies from the disclosures contained in the 2021 Form 10-K.
Recently issued and newly adopted accounting standards
See Note 1 to the interim condensed consolidated financial statements included
in Item 1 of this Form 10-Q for a detailed description of recently issued and
newly adopted accounting standards.
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RESULTS OF OPERATIONS
The following comparative information is presented for the three months endedJanuary 31, 2022 and 2021. Historical revenues and earnings may or may not be representative of future operating results as a result of various economic and other factors. Items that could have a significant impact on the financial statements include the risks and uncertainties listed in Part I, Item 1A - Risk Factors, of the 2021 Form 10-K. Actual results could differ materially using different estimates and assumptions, or if conditions are significantly different in the future. The non-GAAP financial measures of EBITDA and Adjusted EBITDA are used throughout the following discussion of our results of operations, both for our consolidated and segment results. For our consolidated results, EBITDA is defined as net income, plus interest expense, net, plus income tax expense, plus depreciation, depletion and amortization expense, and Adjusted EBITDA is defined as EBITDA plus restructuring charges, plus integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement charges, plus incremental COVID-19 costs, net, plus loss (gain) on disposal of properties, plants, equipment and businesses, net. Since we do not calculate net income by business segment, EBITDA and Adjusted EBITDA by business segment are reconciled to operating profit by business segment. In that case, EBITDA is defined as operating profit by business segment less non-cash pension settlement charges, less other expense, net, less equity earnings of unconsolidated affiliates, net of tax, plus depreciation, depletion and amortization expense for that business segment, and Adjusted EBITDA is defined as EBITDA plus any restructuring charges, plus integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement charges, plus incremental COVID-19 costs, net, plus loss (gain) on disposal of properties, plants, equipment and businesses, net, plus timberlands gains, net, for that business segment. We use EBITDA and Adjusted EBITDA as financial measures to evaluate our historical and ongoing operations and believe that these non-GAAP financial measures are useful to enable investors to perform meaningful comparisons of our historical and current performance. In addition, we present ourU.S. and non-U.S. income before income taxes after eliminating the impact of restructuring charges, integration related costs, non-cash asset impairment charges, non-cash pension settlement charges, incremental COVID-19 costs, net and (gain) loss on disposal of properties, plants, equipment and businesses, net which are non-GAAP financial measures. We believe that excluding the impact of these adjustments enables investors to perform a meaningful comparison of our current and historical performance that investors find valuable. The foregoing non-GAAP financial measures are intended to supplement, and should be read together with, our financial results. These non-GAAP financial measures should not be considered an alternative or substitute for, and should not be considered superior to, our reported financial results. Accordingly, users of this financial information should not place undue reliance on the non-GAAP financial measures. 26
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First quarter results
The following table sets forth the net sales, operating profit, EBITDA and Adjusted EBITDA for each of our business segments for the three months endedJanuary 31, 2022 and 2021: Three Months Ended January 31, (in millions) 2022 2021 Net sales: Global Industrial Packaging$ 949.1 $ 659.3 Paper Packaging & Services 610.0 480.9 Land Management 5.2 6.3 Total net sales$ 1,564.3 $ 1,146.5 Operating profit: Global Industrial Packaging$ 31.0 $ 54.0 Paper Packaging & Services 38.3 14.3 Land Management 2.7 1.7 Total operating profit$ 72.0 $ 70.0 EBITDA: Global Industrial Packaging$ 51.0 $ 75.8 Paper Packaging & Services 76.2 42.9 Land Management 3.5 2.8 Total EBITDA$ 130.7 $ 121.5 Adjusted EBITDA: Global Industrial Packaging$ 114.2 $ 79.5 Paper Packaging & Services 80.5 56.1 Land Management 2.1 2.9 Total Adjusted EBITDA$ 196.8 $ 138.5 27
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The following table sets forth EBITDA and Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for the three months endedJanuary 31, 2022 and 2021: Three Months Ended January 31, (in millions) 2022 2021 Net income$ 18.6 $ 30.9 Plus: interest expense, net 17.1 25.2 Plus: income tax expense 35.6 6.1 Plus: depreciation, depletion and amortization expense 59.4 59.3 EBITDA$ 130.7 $ 121.5 Net income$ 18.6 $ 30.9 Plus: interest expense, net 17.1 25.2 Plus: income tax expense 35.6 6.1 Plus: non-cash pension settlement charges - 8.5 Plus: other expense, net 2.0 - Plus: equity earnings of unconsolidated affiliates, net of tax (1.3) (0.7) Operating profit 72.0 70.0 Less: non-cash pension settlement charges - 8.5 Less: other expense, net 2.0 - Less: equity earnings of unconsolidated affiliates, net of tax (1.3) (0.7) Plus: depreciation, depletion and amortization expense 59.4 59.3 EBITDA 130.7 121.5 Plus: restructuring charges 3.5 3.1 Plus: integration related costs 1.6 2.0 Plus: non-cash asset impairment charges 62.4 1.3 Plus: non-cash pension settlement charges - 8.5 Plus: incremental COVID-19 costs, net - 0.6 Plus: (gain) loss on disposal of properties, plants, equipment, and businesses, net (1.4) 1.5 Adjusted EBITDA$ 196.8 $ 138.5 28
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The following table presents the EBITDA and Adjusted EBITDA of our business segments, reconciled to the operating profit of each segment, for the three months ended
Three Months Ended
January 31,
(in millions) 2022 2021
Global Industrial Packaging
Operating profit $ 31.0 $ 54.0
Less: other expense (income), net 1.9 (0.1)
Less: equity earnings of unconsolidated affiliates, net of tax (1.3) (0.7)
Plus: depreciation and amortization expense 20.6 21.0
EBITDA 51.0 75.8
Plus: restructuring charges 2.1 2.8
Plus: non-cash asset impairment charges 62.4 1.3
Plus: incremental COVID-19 costs, net - 0.3
Plus: gain on disposal of properties, plants, equipment, and
businesses, net (1.3) (0.7)
Adjusted EBITDA $ 114.2 $ 79.5
Paper Packaging & Services
Operating profit $ 38.3 $ 14.3
Less: non-cash pension settlement charges - 8.5
Less: other expense, net 0.1 0.1
Plus: depreciation and amortization expense 38.0 37.2
EBITDA 76.2 42.9
Plus: restructuring charges 1.4 0.3
Plus: integration related costs 1.6 2.0
Plus: non-cash pension settlement charges - 8.5
Plus: incremental COVID-19 costs, net - 0.3
Plus: loss on disposal of properties, plants, equipment, and
businesses, net 1.3 2.1
Adjusted EBITDA $ 80.5 $ 56.1
Land Management
Operating profit $ 2.7 $ 1.7
Plus: depreciation, depletion and amortization expense 0.8 1.1
EBITDA 3.5 2.8
Plus: (gain) loss on disposal of properties, plants, equipment, and
businesses, net (1.4) 0.1
Adjusted EBITDA $ 2.1 $ 2.9
Net Sales
Net sales were $1,564.3 million for the first quarter of 2022 compared with
$1,146.5 million for the first quarter of 2021. The $417.8 million increase was
primarily due to higher volumes and higher average sale prices across the Global
Industrial Products and the Paper Packaging & Services segments. See the
"Segment Review" below for additional information on net sales by segment for
the first quarter of 2022.
Gross Profit
Gross profit was $289.7 million for the first quarter of 2022 compared with
$212.2 million for the first quarter of 2021. The reasons for the changes in
gross profit for each segment are described below in the "Segment Review." Gross
profit margin was 18.5 percent for both the first quarter of 2022 and 2021.
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Selling, general and administrative expenses
Selling, general and administrative ("SG&A") expenses were $151.6 million for
the first quarter of 2022 and $134.3 million for the first quarter of 2021. SG&A
expenses were 9.7 percent and 11.7 percent of net sales for the first quarter of
2022 and 2021, respectively. The increase in SG&A expenses was primarily due to
increased incentive accruals.
Financial Measures
Operating profit was $72.0 million for the first quarter of 2022 compared with
$70.0 million for the first quarter of 2021. Net income was $18.6 million for
the first quarter of 2022 compared with $30.9 million for the first quarter of
2021. Adjusted EBITDA was $196.8 million for the first quarter of 2022 compared
with $138.5 million for the first quarter of 2021. The reasons for the changes
in Adjusted EBITDA for each segment are described below in the "Segment Review."
Tendencies
We anticipate that overall customer demand for our products will continue to be consistent and solid through 2022, although inflation, supply chain disruptions and labor shortages may negatively impact some of our customers. Prices for steel are expected to continue to decline slightly around the world, but less so inNorth America , and prices for resin and old corrugated containers are expected to remain relatively stable. In addition, we anticipate that other raw material prices and costs of transportation, labor and energy will continue to increase through the year. The foregoing is subject to the impact and consequences of the invasion of theUkraine byRussia . As described in Part I, Item 1A - Risk Factors, of the 2021 Form 10-K, our global operations subject us to general economic and business conditions and political, social, economic and labor instability, including war, invasion and civil disturbance, that could adversely affect our business and results of operations. In addition, demand for our products and services has historically corresponded to changes in general economic and business conditions of the industries and countries in which we operate. However, our operations inRussia and theUkraine on a combined basis account for approximately 3% of our total sales and approximately 1.3% of our total assets. We will continue to actively monitor this situation.
Sector review
OurGlobal Industrial Packaging segment offers a comprehensive line of industrial packaging products, such as steel, fibre and plastic drums, rigid and flexible intermediate bulk containers, closure systems for industrial packaging products, transit protection products, water bottles and remanufactured and reconditioned industrial containers, and services, such as container life cycle management, filling, logistics, warehousing and other packaging services. Key factors influencing profitability in theGlobal Industrial Packaging segment are:
•Selling price, product mix, customer demand and sales volumes;
•Costs of raw materials, mainly steel, resin, corrugated cardboard and used industrial packaging to be reconditioned;
• Energy and transportation costs;
• Benefits from running the Greif Business System;
•Restructuring charges;
•Acquisition of businesses and facilities;
• Disposal of businesses and facilities; and
• Impact of foreign currency conversion.
Net sales were$949.1 million for the first quarter of 2022 compared with$659.3 million for the first quarter of 2021. The$289.8 million increase in net sales was primarily due to higher volumes and higher average sale prices.
The gross profit was
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Operating profit was$31.0 million for the first quarter of 2022 compared with operating profit of$54.0 million for the first quarter of 2021. The$23.0 million decrease is primarily due to a$62.4 million non-cash impairment charge related to a definitive agreement to divest our approximately 50% equity interest in the Flexible Products and Services business to our joint venture partner,Gulf Refined Packaging (the "FPS Divestiture"), offset by the same factors that impacted gross profit. Adjusted EBITDA was$114.2 million for the first quarter of 2022 compared with$79.5 million for the first quarter of 2021. The$34.7 million increase in Adjusted EBITDA was primarily due to the same factors that impacted gross profit.
OurPaper Packaging & Services segment produces and sells containerboard, corrugated sheets, corrugated containers, and other corrugated products to customers inNorth America in industries such as packaging, automotive, food and building products. Our corrugated container products are used to ship such diverse products as home appliances, small machinery, grocery products, automotive components, books and furniture, as well as numerous other applications. We also produce and sell coated recycled paperboard and uncoated recycled paperboard, some of which we use to produce and sell products which ultimately serve both industrial and consumer markets. In addition, we also purchase and sell recycled fiber. Key factors influencing profitability in thePaper Packaging & Services segment are:
•Selling price, product mix, customer demand and sales volumes;
•Costs of raw materials, mainly old corrugated cardboard containers;
• Energy and transportation costs;
• Benefits from running the Greif Business System;
•Acquisition of businesses and facilities;
•Restructuring charges; and
• Disposal of businesses and facilities.
Net sales were$610.0 million for the first quarter of 2022 compared with$480.9 million for the first quarter of 2021. The$129.1 million increase was primarily due to higher volumes and higher published containerboard and boxboard prices. Gross profit was$110.8 million for the first quarter of 2022 compared with$79.6 million for the first quarter of 2021. The increase in gross profit was primarily due to the same factors that impacted net sales, partially offset by higher raw material, transportation and utility costs. Gross profit margin was 18.2 percent and 16.6 percent for the first quarter of 2022 and 2021, respectively. Operating profit was$38.3 million for the first quarter of 2022 compared with$14.3 million for the first quarter of 2021 primarily due to the same factors as gross profit. Adjusted EBITDA was$80.5 million for the first quarter of 2022 compared with$56.1 million for the first quarter of 2021. The$24.4 million increase in Adjusted EBITDA was primarily due to the same factors that impacted operating profit. Land Management
From
•Expected level of timber sales;
•Sale price and customer demand;
• Gains on the sale of exploitable forest land; and
•Gains on the disposal of properties under development, surplus and HBU (“special purpose properties”).
From
Net sales decreased to
The gross profit was
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Operating profit increased to
In order to maximize the value of our timber property, we continue to review our current portfolio and explore the development of certain of these properties. This process has led us to characterize our property as follows:
• Surplus property, meaning land that we cannot effectively or effectively manage, whether due to parcel size, lack of productivity, location, access limitations or for other reasons;
•HBU property, ie land which, in its current state, has a higher market value for uses other than the cultivation and sale of timber;
•Development property, ie HBU land which, with additional investment, may have a market value significantly above its HBU market value; and
• Core timberland, ie the land best suited for the cultivation and sale of timber.
We report the sale of core timberland property in timberland gains, the sale of HBU and surplus property in gain on disposal of properties, plants and equipment, net and the sale of timber and development property under net sales and cost of products sold in our interim condensed consolidated statements of income. All HBU and development property, together with surplus property, is used to productively grow and sell timber until the property is sold. Whether timberland has a higher value for uses other than growing and selling timber is a determination based upon several variables, such as proximity to population centers, anticipated population growth in the area, the topography of the land, aesthetic considerations, including access to lakes or rivers, the condition of the surrounding land, availability of utilities, markets for timber and economic considerations both nationally and locally. Given these considerations, the characterization of land is not a static process, but requires an ongoing review and re-characterization as circumstances change.
income tax expense
Our quarterly income tax expense was computed in accordance with Accounting Standards Codification 740-270 "Income Taxes - Interim Reporting." In accordance with this accounting standard, annual estimated tax expense is computed based on forecasted annual earnings and other forecasted annual amounts, including, but not limited to items such as uncertain tax positions and withholding taxes. Additionally, losses from jurisdictions for which a valuation allowance has been provided have not been included in the annual estimated tax rate. Income tax expense each quarter is provided for on a current year-to-date basis using the annual estimated tax rate, adjusted for discrete taxable events that occur during the interim period. Income tax expense for the first quarter of 2022 was$35.6 million on$52.9 million of pretax income and income tax expense for the first quarter of 2021 was$6.1 million on$36.3 million of pretax income. In addition to higher pretax income, this increase was impacted by the increase of unfavorable discrete items of$8.9 million . The increase in discrete items was primarily due to adjustments of certain assumptions regarding 2021 tax-only capital losses previously applied to the 2021 timberland sale and tax basis in certain tangible property, net of reductions in previously unrecognized tax benefits due to expiration of statutes of limitation and audit settlements. Additionally, a$62.4 million impairment loss was recorded in the first quarter of 2022 related to the FPS Divestiture, for which no tax benefit is expected. We are subject to audits byU.S. federal, state and local tax authorities and foreign tax authorities. We believe that adequate provisions have been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the tax audits are resolved in a manner not consistent with management's expectations, we could be required to adjust our provision for income taxes in the period such resolution occurs. The estimated net decrease in unrecognized tax benefits for the next 12 months ranges from zero to$9.1 million . Actual results may differ materially from this estimate.
CASH AND CAPITAL RESOURCES
Our primary sources of liquidity are operating cash flows and borrowings under
our senior secured credit facilities and proceeds from our trade accounts
receivable credit facilities. We use these sources to fund our working capital
needs, capital expenditures, cash dividends, debt repayment and acquisitions. We
anticipate continuing to fund these items in a like manner. We currently expect
that operating cash flows, borrowings under our senior secured credit facilities
and proceeds from our trade accounts receivable credit facilities will be
sufficient to fund our anticipated working capital, capital expenditures, cash
dividends, debt repayment, potential acquisitions of businesses and other
liquidity needs for at least 12 months.
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