GREIF INC, 10-Q filed on 6/8/2018
Quarterly Report
v3.8.0.1
Document and Entity Information - shares
6 Months Ended
Apr. 30, 2018
Jun. 04, 2018
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Apr. 30, 2018  
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q2  
Trading Symbol GEF  
Entity Registrant Name GREIF INC  
Entity Central Index Key 0000043920  
Current Fiscal Year End Date --10-31  
Entity Filer Category Large Accelerated Filer  
Class A Common Stock    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   25,941,279
Class B Common Stock    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   22,007,725
v3.8.0.1
Condensed Consolidated Statements of Income (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Apr. 30, 2018
Apr. 30, 2017
Apr. 30, 2018
Apr. 30, 2017
Net sales $ 968,300,000 $ 887,400,000 $ 1,874,000,000 $ 1,708,300,000
Cost of products sold 773,000,000 705,500,000 1,507,000,000 1,363,100,000
Gross profit 195,300,000 181,900,000 367,000,000 345,200,000
Selling, general and administrative expenses 102,700,000 97,000,000 206,500,000 193,600,000
Restructuring charges 6,000,000 5,100,000 10,100,000 4,800,000
Non-cash asset impairment charges 400,000 2,000,000 3,300,000 3,900,000
Gain on disposal of properties, plants and equipment, net (1,500,000) (1,800,000) (6,100,000) (2,800,000)
Gain on disposal of businesses, net 0 (1,900,000) 0 (1,400,000)
Operating profit 87,700,000 81,500,000 153,200,000 147,100,000
Interest expense, net 13,000,000 14,300,000 26,300,000 33,000,000
Pension settlement charge 0 1,100,000 0 24,600,000
Other expense, net 2,500,000 3,200,000 10,200,000 6,800,000
Income before income tax expense and equity earnings of unconsolidated affiliates, net 72,200,000 62,900,000 116,700,000 82,700,000
Income tax expense 21,100,000 23,000,000 5,500,000 34,800,000
Equity earnings of unconsolidated affiliates, net of tax (800,000) 0 (800,000) 0
Net income 51,900,000 39,900,000 112,000,000 47,900,000
Net income attributable to noncontrolling interests (6,800,000) (3,900,000) (10,400,000) (6,500,000)
Net income attributable to Greif, Inc. $ 45,100,000 $ 36,000,000 $ 101,600,000 $ 41,400,000
Class A Common Stock        
Basic earnings per share attributable to Greif, Inc. common shareholders:        
Basic earnings per share attributable to Greif, Inc. common shareholders (usd per share) $ 0.77 $ 0.61 $ 1.73 $ 0.71
Diluted earnings per share attributable to Greif, Inc. common shareholders:        
Diluted earnings per share attributable to Greif, Inc. common shareholders (usd per share) $ 0.77 $ 0.61 $ 1.73 $ 0.71
Weighted-average number of common shares outstanding:        
Weighted-average number of common shares outstanding, basic (shares) 25,934,680 25,824,194 25,890,495 25,805,981
Weighted-average number of common shares outstanding, diluted (shares) 25,934,680 25,828,882 25,890,495 25,810,660
Cash dividends declared per common share:        
Cash dividends declared per common share (usd per share) $ 0.42 $ 0.42 $ 0.84 $ 0.84
Class B Common Stock        
Basic earnings per share attributable to Greif, Inc. common shareholders:        
Basic earnings per share attributable to Greif, Inc. common shareholders (usd per share) 1.14 0.92 2.58 1.05
Diluted earnings per share attributable to Greif, Inc. common shareholders:        
Diluted earnings per share attributable to Greif, Inc. common shareholders (usd per share) $ 1.14 $ 0.92 $ 2.58 $ 1.05
Weighted-average number of common shares outstanding:        
Weighted-average number of common shares outstanding, basic (shares) 22,000,000 22,000,000 22,000,000 22,000,000
Weighted-average number of common shares outstanding, diluted (shares) 22,000,000 22,000,000 22,000,000 22,000,000
Cash dividends declared per common share:        
Cash dividends declared per common share (usd per share) $ 0.63 $ 0.63 $ 1.25 $ 1.25
v3.8.0.1
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2018
Apr. 30, 2017
Apr. 30, 2018
Apr. 30, 2017
Statement of Comprehensive Income [Abstract]        
Net income $ 51.9 $ 39.9 $ 112.0 $ 47.9
Other comprehensive income (loss), net of tax:        
Foreign currency translation (26.3) 10.4 12.1 1.2
Derivative financial instruments 1.4 0.2 5.3 4.8
Minimum pension liabilities 2.7 1.3 1.8 29.4
Other comprehensive income (loss), net of tax (22.2) 11.9 19.2 35.4
Comprehensive income 29.7 51.8 131.2 83.3
Comprehensive income attributable to noncontrolling interests 6.8 3.3 10.8 4.2
Comprehensive income attributable to Greif, Inc. $ 22.9 $ 48.5 $ 120.4 $ 79.1
v3.8.0.1
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Millions
Apr. 30, 2018
Oct. 31, 2017
Current assets    
Cash and cash equivalents $ 108.2 $ 142.3
Trade accounts receivable, less allowance of $7.0 in 2018 and $8.9 in 2017 463.4 447.0
Inventories:    
Raw materials 246.3 192.1
Work-in-process 11.9 11.5
Finished goods 94.7 75.9
Assets held for sale 2.6 2.2
Prepaid expenses 50.0 35.3
Other current assets 111.5 88.2
Total current assets 1,088.6 994.5
Long-term assets    
Goodwill 798.3 785.4
Other intangible assets, net of amortization 90.7 98.0
Deferred tax assets 13.7 10.5
Assets held by special purpose entities 50.9 50.9
Pension asset 12.1 10.3
Other long-term assets 102.6 94.3
Total long term assets, excluding properties, plants and equipment 1,068.3 1,049.4
Properties, plants and equipment    
Timber properties, net of depletion 274.2 276.2
Land 100.8 99.5
Buildings 435.9 428.3
Machinery and equipment 1,553.5 1,540.2
Capital projects in progress 104.5 80.2
Properties, plants and equipment, gross 2,468.9 2,424.4
Accumulated depreciation (1,279.0) (1,236.0)
Properties, plants and equipment, net 1,189.9 1,188.4
Total assets 3,346.8 3,232.3
Current liabilities    
Accounts payable 395.7 399.2
Accrued payroll and employee benefits 95.5 111.8
Restructuring reserves 6.2 5.2
Current portion of long-term debt 15.0 15.0
Short-term borrowings 8.8 14.5
Other current liabilities 145.9 142.2
Total current liabilities 667.1 687.9
Long-term liabilities    
Long-term debt 1,020.5 937.8
Deferred tax liabilities 152.2 217.8
Pension liabilities 159.6 159.5
Postretirement benefit obligations 11.7 12.6
Liabilities held by special purpose entities 43.3 43.3
Contingent liabilities and environmental reserves 7.2 7.1
Mandatorily redeemable noncontrolling interests 8.7 9.2
Long-term income tax payable 35.9 0.0
Other long-term liabilities 77.5 78.1
Total long-term liabilities 1,516.6 1,465.4
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests (Note 17) 33.8 31.5
Equity    
Common stock, without par value 150.3 144.2
Treasury stock, at cost (135.4) (135.6)
Retained earnings 1,410.4 1,360.5
Accumulated other comprehensive income (loss), net of tax:    
Foreign currency translation (237.6) (249.3)
Derivative financial instruments 11.0 5.1
Minimum pension liabilities (112.2) (114.0)
Total Greif, Inc. shareholders' equity 1,086.5 1,010.9
Noncontrolling interests 42.8 36.6
Total shareholders' equity 1,129.3 1,047.5
Total liabilities and shareholders' equity $ 3,346.8 $ 3,232.3
v3.8.0.1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
$ in Millions
Apr. 30, 2018
Oct. 31, 2017
Statement of Financial Position [Abstract]    
Allowance of trade accounts receivable $ 7.0 $ 8.9
v3.8.0.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Millions
6 Months Ended
Apr. 30, 2018
Apr. 30, 2017
Cash flows from operating activities:    
Net income $ 112.0 $ 47.9
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation, depletion and amortization 64.1 61.7
Non-cash asset impairment charges 3.3 3.9
Pension settlement charge 0.0 (24.6)
Gain on disposal of properties, plants and equipment, net (6.1) (2.8)
Gain on disposals of businesses, net 0.0 (1.4)
Unrealized foreign exchange loss 2.0 2.1
Deferred income tax benefit (69.6) (7.8)
Other, net 0.6 1.1
Increase (decrease) in cash from changes in certain assets and liabilities:    
Trade accounts receivable (15.2) (36.9)
Inventories (68.0) (59.6)
Deferred purchase price on sold receivables (24.8) (21.7)
Accounts payable (2.0) 4.2
Restructuring reserves 0.9 (2.3)
Pension and postretirement benefit liabilities (3.4) (1.7)
Other, net 10.7 4.2
Net cash provided by operating activities 4.5 15.5
Cash flows from investing activities:    
Purchases of properties, plants and equipment (56.3) (39.7)
Purchases of and investments in timber properties (4.9) (5.4)
Proceeds from the sale of properties, plants, equipment and other assets 8.5 7.3
Proceeds from the sale of businesses 1.4 0.8
Proceeds from insurance recoveries 0.0 0.4
Net cash used in investing activities (51.3) (36.6)
Cash flows from financing activities:    
Proceeds from issuance of long-term debt 533.8 888.2
Payments on long-term debt (463.7) (954.3)
Payments on short-term borrowings, net (5.2) (13.9)
Proceeds from trade accounts receivable credit facility 2.8 203.6
Payments on trade accounts receivable credit facility (2.8) (53.6)
Long-term debt and credit facility financing fees paid 0.0 (4.5)
Dividends paid to Greif, Inc. shareholders (49.3) (49.2)
Dividends paid to noncontrolling interests (3.4) (3.5)
Net cash provided by financing activities 12.2 12.8
Reclassification of cash to assets held for sale 0.0 (5.9)
Effects of exchange rates on cash 0.5 (2.5)
Net decrease in cash and cash equivalents (34.1) (16.7)
Cash and cash equivalents at beginning of period 142.3 103.7
Cash and cash equivalents at end of period $ 108.2 $ 87.0
v3.8.0.1
Basis of Presentation and Summary of Significant Accounting Policies
6 Months Ended
Apr. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The 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 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 the year 2018 or 2017, or to any quarter of those years, relates to the fiscal year or quarter, as the case may be, ended in that year.
The information filed herein reflects all adjustments that are, in the opinion of management, necessary for a fair presentation of the condensed consolidated balance sheets as of April 30, 2018 and October 31, 2017, the condensed consolidated statements of income and comprehensive income for the three and six months ended April 30, 2018 and 2017 and the condensed consolidated statements of cash flows for the six months ended April 30, 2018 and 2017 of the Company. The 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 influence and are accounted for using either the equity or cost method, as appropriate.
The unaudited 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, 2017 (the “2017 Form 10-K”).
Newly Adopted Accounting Standards
In March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-07, "Compensation - Retirement Benefits (Topic 715)," which provides additional guidance in Accounting Standards Codification ("ASC") 715 for the presentation of net periodic benefit cost related to pension and post retirement benefits in the income statement and on the components eligible for capitalization in assets. This ASU requires the reporting of the service cost component to be in the same line item as other compensation costs arising from services rendered by the pertinent employees. Also, the other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. This update also allows only the service cost component to be eligible for capitalization when applicable. The update is effective for the Company on November 1, 2018 using a retrospective approach for the presentation of the service cost component and the other components of net periodic pension cost and net periodic post-retirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic post-retirement benefit in assets. The Company early adopted ASU 2017-07 on November 1, 2017 using a retrospective approach for each period presented. The impact of adoption for the three and six months ended April 30, 2018 was $1.8 million and $3.6 million, respectively, of net periodic benefit costs, other than the service cost components, being recorded in the line item other expense, net in the condensed consolidated statements of income. For the three and six month periods ended April 30, 2017, $1.1 million and $24.6 million, respectively, of pension settlement charges previously presented within operating profit has been presented outside of operating profit in the condensed consolidated statement of income due to the retrospective adoption of this ASU. The adoption did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures other than the impacts discussed above.
In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815)," which amends the accounting and disclosure requirements in ASC 815, "Derivatives and Hedging." The objective of this ASU is to improve transparency and reduce the complexity of hedge accounting. This ASU eliminates the separate recognition of periodic hedge ineffectiveness for cash flow and net investment hedges. The update is effective for the Company on November 1, 2019 using a modified retrospective approach and early adoption is permitted. The Company early adopted ASU 2017-12 on November 1, 2017 using a modified retrospective approach, which resulted in a reclassification of $0.6 million loss out of accumulated other comprehensive income (loss), net of tax and into retained earnings related to elimination of the cumulative ineffectiveness of cash flow hedges at the adoption date. The adoption did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures other than the impact discussed above.
Recently Issued Accounting Standards
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The update is effective for the Company on November 1, 2018 using one of two retrospective application methods. The Company is in the process of determining the potential impact of adopting the new revenue standards including conducting internal training sessions and reviewing global revenue surveys and key revenue contracts. The Company anticipates that the impact of adoption will be limited to expanded disclosures with no material impact on its financial position, results of operations, comprehensive income or cash flows.
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which amends the lease accounting and disclosure requirements in ASC 840, "Leases". The objective of this update is to increase transparency and comparability among organizations recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about lease arrangements. This ASU will require the recognition of lease assets and lease liabilities for those leases classified as operating leases under previous GAAP. The update is effective for the Company on November 1, 2019 using a modified retrospective approach. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flows and disclosures.
In August of 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230)," which amends the classification of certain cash receipts and cash payments on the statement of cash flows. The update is effective for the Company on November 1, 2018 and early adoption is permitted, including any interim period. The update should be applied using a retrospective approach, excluding amendments for which retrospective application is impractical. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flows and disclosures.
In October 2016, the FASB issued ASU 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory (Topic 740)," which improves the accounting for income tax consequences of intra-entity transfers of assets other than inventory. The update is effective for the Company on November 1, 2018 using a modified retrospective approach and early adoption is permitted, including any interim period. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flows and disclosures.
v3.8.0.1
Acquisitions and Divestitures
6 Months Ended
Apr. 30, 2018
Business Combinations [Abstract]  
Acquisitions and Divestitures
ACQUISITIONS AND DIVESTITURES
For the six months ended April 30, 2018, the Company completed no divestitures and no acquisitions. Proceeds from divestitures that were completed in fiscal year 2017 and collected during the six months ended April 30, 2018 were $0.5 million. Proceeds from divestitures that were completed in fiscal year 2015 and collected during the six months ended April 30, 2018 were $0.9 million. The Company has $2.9 million of notes receivable recorded from the sale of businesses.
For the six months ended April 30, 2017, the Company completed no material divestitures or acquisitions, deconsolidated two nonstrategic businesses, and liquidated one non-U.S. nonstrategic business. The Company deconsolidated one nonstrategic business in the Flexible Products & Services segment during the first quarter of 2017, and one nonstrategic business in the Rigid Industrial Packaging & Services segment during the second quarter of 2017. The Company liquidated one non-U.S. nonstrategic business in the Rigid Industrial Packaging & Services segment during the second quarter of 2017. The gain on disposal of businesses was $1.4 million for the six months ended April 30, 2017. Proceeds from divestitures completed in fiscal year 2015 and collected during the six months ended April 30, 2017 were $0.8 million.
v3.8.0.1
Sale of Non-United States Accounts Receivable
6 Months Ended
Apr. 30, 2018
Receivables [Abstract]  
Sale of Non-United States Accounts Receivable
SALE OF NON-UNITED STATES ACCOUNTS RECEIVABLE
In 2012, Cooperage Receivables Finance B.V. (the “Main SPV”) and Greif Coordination Center BVBA, an indirect wholly owned subsidiary of Greif, Inc. (“Seller”), entered into the Nieuw Amsterdam Receivables Purchase Agreement (the “European RPA”) with affiliates of a major international bank (the “Purchasing Bank Affiliates”). On April 18, 2017, the Main SPV and Seller amended and extended the term of the existing European RPA. Under the European RPA, as amended, the maximum amount of receivables that may be sold and outstanding under the European RPA at any time is €100.0 million ($121.0 million as of April 30, 2018). Under the terms of the European RPA, the Company has the ability to loan excess cash to the Purchasing Bank Affiliates in the form of a subordinated loan receivable.
Under the terms of the European RPA, the Company has agreed to sell trade receivables meeting certain eligibility requirements that the Seller had purchased from other indirect wholly-owned subsidiaries of the Company under a factoring agreement. The structure of the transactions provide for a legal true sale, on a revolving basis, of the receivables transferred from the Company's various subsidiaries to the respective Purchasing Bank Affiliates. The purchaser funds an initial purchase price of a certain percentage of eligible receivables based on a formula, with the initial purchase price approximating 75 percent to 90 percent of eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables. At the balance sheet reporting dates, the Company removes from accounts receivable the amount of proceeds received from the initial purchase price since they meet the applicable criteria of ASC 860, “Transfers and Servicing,” and the Company continues to recognize the deferred purchase price in prepaid expenses and other current assets or other current liabilities. The receivables are sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates.
In October 2007, Greif Singapore Pte. Ltd., an indirect wholly-owned subsidiary of Greif, Inc., entered into the Singapore Receivable Purchase Agreement (the “Singapore RPA”) with a major international bank. The maximum amount of aggregate receivables that may be financed under the Singapore RPA is 15.0 million Singapore Dollars ($11.3 million as of April 30, 2018). Under the terms of the Singapore RPA, the Company has agreed to sell trade receivables in exchange for an initial purchase price of approximately 90 percent of the eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables.
The table below contains certain information related to the Company’s accounts receivable sales programs:
 
Three Months Ended
April 30,
 
Six Months Ended
April 30,
(in millions)
2018
 
2017
 
2018
 
2017
European RPA
 
 
 
 
 
 
 
Gross accounts receivable sold to third party financial institution
$
186.4

 
$
176.5

 
$
350.3

 
$
314.1

Cash received for accounts receivable sold under the programs
165.2

 
156.2

 
310.8

 
278.2

Deferred purchase price related to accounts receivable sold
21.2

 
20.3

 
39.5

 
35.9

Loss associated with the programs
0.1

 
0.1

 
0.1

 
0.2

Expenses associated with the programs

 

 

 

 
 
 
 
 
 
 
 
Singapore RPA
 
 
 
 
 
 
 
Gross accounts receivable sold to third party financial institution
$
16.3

 
$
15.1

 
$
27.1

 
$
25.0

Cash received for accounts receivable sold under the program
14.0

 
13.7

 
22.9

 
21.7

Deferred purchase price related to accounts receivable sold
2.4

 
1.3

 
4.3

 
3.2

Loss associated with the program

 

 

 

Expenses associated with the program

 

 

 

 
 
 
 
 
 
 
 
Total RPAs and Agreements
 
 
 
 
 
 
 
Gross accounts receivable sold to third party financial institution
$
202.7

 
$
191.6

 
$
377.4

 
$
339.1

Cash received for accounts receivable sold under the program
179.2

 
169.9

 
333.7

 
299.9

Deferred purchase price related to accounts receivable sold
23.6

 
21.6

 
43.8

 
39.1

Loss associated with the program
0.1

 
0.1

 
0.1

 
0.2

Expenses associated with the program

 

 

 

The table below contains certain information related to the Company’s accounts receivable sales programs and the impact it has on the condensed consolidated balance sheets:
(in millions)
April 30,
2018
 
October 31,
2017
European RPA
 
 
 
Accounts receivable sold to and held by third party financial institution
$
134.9

 
$
116.3

Deferred purchase price asset (liability) related to accounts receivable sold
19.8

 
(4.2
)
 
 
 
 
Singapore RPA
 
 
 
Accounts receivable sold to and held by third party financial institution
$
6.4

 
$
3.8

Deferred purchase price asset related to accounts receivable sold
0.9

 
0.5

 
 
 
 
Total RPAs and Agreements
 
 
 
Accounts receivable sold to and held by third party financial institution
$
141.3

 
$
120.1

Deferred purchase price asset (liability) related to accounts receivable sold
20.7

 
(3.7
)

The deferred purchase price related to the accounts receivable sold is reflected as prepaid expenses and other current assets or other current liabilities on the Company’s condensed consolidated balance sheets and was initially recorded at an amount which approximates its fair value due to the short-term nature of these items. The cash received initially and the deferred purchase price relate to the sale or ultimate collection of the underlying receivables and are not subject to significant other risks given their short term nature; therefore, the Company reflects all cash flows under the accounts receivable sales programs as operating cash flows on the Company’s condensed consolidated statements of cash flows.
Additionally, the Company performs collections and administrative functions on the receivables sold, similar to the procedures it uses for collecting all of its receivables, including receivables that are not sold under the European RPA and the Singapore RPA. The servicing liability for these receivables is not material to the condensed consolidated financial statements.
v3.8.0.1
Assets and Liabilities Held for Sale and Disposals of Properties, Plants and Equipment, Net
6 Months Ended
Apr. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]  
Assets and Liabilities Held for Sale and Disposals of Properties, Plants and Equipment, Net
ASSETS AND LIABILITIES HELD FOR SALE AND DISPOSALS OF PROPERTIES, PLANTS AND EQUIPMENT, NET
As of April 30, 2018, there were three asset groups within the Rigid Industrial Packaging & Services segment classified as assets held for sale and one asset group within the Paper Packaging & Services segment classified as assets held for sale. The assets held for sale are being marketed for sale, and it is the Company’s intention to complete the sales of these assets within twelve months following their initial classification as held for sale.
As of October 31, 2017, there were two asset groups in the Rigid Industrial Packaging & Services segment classified as assets and liabilities held for sale.
For the three months ended April 30, 2018, the Company recorded a gain on disposal of properties, plants and equipment, net of $1.5 million. This included disposals of assets in the Rigid Industrial Packaging & Services segment that resulted in gains of $1.1 million and special use property sales that resulted in gains of $0.4 million in the Land Management segment.
For the six months ended April 30, 2018, the Company recorded a gain on disposal of properties, plants and equipment, net of $6.1 million. This included disposals of assets in the Rigid Industrial Packaging & Services segment that resulted in gains of $4.5 million and special use property sales that resulted in gains of $1.6 million in the Land Management segment.
For the three months ended April 30, 2017, the Company recorded a gain on disposal of properties, plants and equipment, net of $1.8 million. This included disposals of assets in the Rigid Industrial Packaging & Services segment that resulted in gains of $0.3 million and special use property sales that resulted in gains of $1.5 million in the Land Management segment.
For the six months ended April 30, 2017, the Company recorded a gain on disposal of properties, plants and equipment, net of $2.8 million. This included disposals of assets in the Rigid Industrial Packaging & Services segment that resulted in gains of $0.9 million and special use property sales that resulted in gains of $1.9 million in the Land Management segment.
v3.8.0.1
Goodwill and Other Intangible Assets
6 Months Ended
Apr. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets
GOODWILL AND OTHER INTANGIBLE ASSETS
The following table summarizes the changes in the carrying amount of goodwill by segment for the six month period ended April 30, 2018:
(in millions)
Rigid
Industrial
Packaging
& Services
 
Paper
Packaging
& Services
 
Total
Balance at October 31, 2017
$
725.9

 
$
59.5

 
$
785.4

Currency translation
12.9

 

 
12.9

Balance at April 30, 2018
$
738.8

 
$
59.5

 
$
798.3


The following table summarizes the carrying amount of net other intangible assets by class as of April 30, 2018 and October 31, 2017:
(in millions)
Gross
Intangible
Assets
 
Accumulated
Amortization
 
Net
Intangible
Assets
April 30, 2018:
 
 
 
 
 
Indefinite lived:
 
 
 
 
 
Trademarks and patents
$
13.6

 
$

 
$
13.6

Definite lived:
 
 
 
 
 
Customer relationships
$
167.1

 
$
103.1

 
$
64.0

Trademarks and patents
11.4

 
5.1

 
6.3

Other
24.2

 
17.4

 
6.8

Total
$
216.3

 
$
125.6

 
$
90.7

 
 
 
 
 
 
October 31, 2017:
 
 
 
 
 
Indefinite lived:
 
 
 
 
 
Trademarks and patents
$
13.4

 
$

 
$
13.4

Definite lived:
 
 
 
 
 
Customer relationships
$
170.2

 
$
99.7

 
$
70.5

Trademarks and patents
11.6

 
4.9

 
6.7

Other
23.4

 
16.0

 
7.4

Total
$
218.6

 
$
120.6

 
$
98.0


Amortization expense for the three months ended April 30, 2018 and 2017 was $3.9 million and $3.1 million, respectively. Amortization expense for the six months ended April 30, 2018 and 2017 was $7.7 million and $6.9 million, respectively. Amortization expense for the next five years is expected to be $15.5 million in 2018, $15.2 million in 2019, $14.6 million in 2020, $12.9 million in 2021 and $8.9 million in 2022.
Definite lived intangible assets for the periods presented are subject to amortization and are being amortized using the straight-line method over periods that are contractually, legally determined, or over the period a market participant would benefit from the asset.
v3.8.0.1
Restructuring Charges
6 Months Ended
Apr. 30, 2018
Restructuring and Related Activities [Abstract]  
Restructuring Charges
RESTRUCTURING CHARGES
The following is a reconciliation of the beginning and ending restructuring reserve balances for the six month period ended April 30, 2018:
(in millions)
Employee
Separation
Costs
 
Other
Costs
 
Total
Balance at October 31, 2017
$
3.9

 
$
1.3

 
$
5.2

Costs incurred and charged to expense
8.3

 
1.8

 
10.1

Costs paid or otherwise settled
(6.7
)
 
(2.4
)
 
(9.1
)
Balance at April 30, 2018
$
5.5

 
$
0.7

 
$
6.2


The focus for restructuring activities in 2018 is to continue to rationalize operations and close underperforming assets in the Rigid Industrial Packaging & Services and Flexible Products & Services segments. During the three months ended April 30, 2018, the Company recorded restructuring charges of $6.0 million, as compared to $5.1 million of restructuring charges recorded during the three months ended April 30, 2017. The restructuring activity for the three months ended April 30, 2018 consisted of $5.5 million in employee separation costs and $0.5 million in other restructuring costs. During the six months ended April 30, 2018, the Company recorded restructuring charges of $10.1 million, which compares to $4.8 million of restructuring charges recorded during the six months ended April 30, 2017. The restructuring activity for the six months ended April 30, 2018 consisted of $8.3 million in employee separation costs and $1.8 million in other restructuring costs.
The following is a reconciliation of the total amounts expected to be incurred from approved restructuring plans or plans that are being formulated and have not been announced as of the date of this Form 10-Q. Remaining amounts expected to be incurred are $15.4 million as of April 30, 2018 compared to $14.9 million as of October 31, 2017. The change was due to the formulations of new plans during the period.
(in millions)
Total Amounts
Expected to
be Incurred
 
Amounts Incurred During the six month period ended April 30, 2018
 
Amounts
Remaining
to be Incurred
Rigid Industrial Packaging & Services
 
 
 
 
 
Employee separation costs
$
19.1

 
$
8.0

 
$
11.1

Other restructuring costs
4.8

 
1.7

 
3.1

 
23.9

 
9.7

 
14.2

Flexible Products & Services
 
 
 
 
 
Employee separation costs
0.7

 
0.3

 
0.4

Other restructuring costs
0.9

 
0.1

 
0.8

 
1.6

 
0.4

 
1.2

 
$
25.5

 
$
10.1

 
$
15.4

v3.8.0.1
Consolidation of Variable Interest Entities
6 Months Ended
Apr. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Consolidation of Variable Interest Entities
CONSOLIDATION OF VARIABLE INTEREST ENTITIES
The Company evaluates whether an entity is a variable interest entity (“VIE”) whenever reconsideration events occur and performs reassessments of all VIEs quarterly to determine if the primary beneficiary status is appropriate. The Company consolidates VIEs for which it is the primary beneficiary. If the Company is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity or cost methods of accounting, as appropriate. When assessing the determination of the primary beneficiary, the Company considers all relevant facts and circumstances, including: the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE.
Significant Nonstrategic Timberland Transactions
In 2005, the Company sold certain timber properties to Plum Creek Timberlands, L.P. (“Plum Creek”) in a series of transactions that included the creation of two separate legal entities that are now consolidated as separate VIEs. One is an indirect subsidiary of Plum Creek (the “Buyer SPE”), and the other is STA Timber LLC, an indirect wholly owned subsidiary of the Company (“STA Timber”). As of April 30, 2018 and October 31, 2017, consolidated assets of the Buyer SPE consisted of $50.9 million of restricted bank financial instruments which are expected to be held to maturity. For both of the three month periods ended April 30, 2018 and 2017, Buyer SPE recorded interest income of $0.6 million. For both of the six month periods ended April 30, 2018 and 2017, Buyer SPE recorded interest income of $1.2 million.
As of April 30, 2018 and October 31, 2017, STA Timber had consolidated long-term debt of $43.3 million. For both of the three month periods ended April 30, 2018 and 2017, STA Timber recorded interest expense of $0.6 million. For both of the six month periods ended April 30, 2018 and 2017, STA Timber recorded interest expense of $1.2 million. The intercompany borrowing arrangement between the two VIEs is eliminated in consolidation. STA Timber is exposed to credit-related losses in the event of nonperformance by an issuer of a deed of guarantee in the transaction.
Flexible Packaging Joint Venture
In 2010, Greif, Inc. and one of its indirect subsidiaries formed a joint venture (referred to herein as the “Flexible Packaging JV” or “FPS VIE”) with Dabbagh Group Holding Company Limited and one of its subsidiaries, originally National Scientific Company Limited and now Gulf Refined Packaging for Industrial Packaging Company LTD. The Flexible Packaging JV owns the operations in the Flexible Products & Services segment. The Flexible Packaging JV has been consolidated into the operations of the Company as of its formation date in 2010.
The Flexible Packaging JV is deemed to be a VIE since the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support. The major factors that led to the conclusion that the Company was the primary beneficiary of this VIE was that (1) the Company has the power to direct the most significant activities due to its ability to direct the operating decisions of the FPS VIE, which power is derived from the significant CEO discretion over the operations of the FPS VIE combined with the Company’s sole and exclusive right to appoint the CEO of the FPS VIE, and (2) the significant variable interest through the Company’s equity interest in the FPS VIE.
All entities contributed to the Flexible Packaging JV were existing businesses acquired by one of the Company's indirect subsidiaries that were reorganized under Greif Flexibles Asset Holding B.V. and Greif Flexibles Trading Holding B.V.
The following table presents the Flexible Packaging JV total net assets:
(in millions)
April 30,
2018
 
October 31,
2017
Cash and cash equivalents
$
22.8

 
$
14.4

Trade accounts receivable, less allowance of $1.0 in 2018 and $2.2 in 2017
56.8

 
52.5

Inventories
59.9

 
53.3

Properties, plants and equipment, net
30.2

 
31.2

Other assets
27.2

 
25.8

Total Assets
$
196.9

 
$
177.2

 
 
 
 
Accounts payable
$
34.0

 
$
33.8

Other liabilities
24.9

 
30.2

Total Liabilities
$
58.9

 
$
64.0


Net income attributable to the noncontrolling interest in the Flexible Packaging JV for the three months ended April 30, 2018 and 2017 was $4.4 million and $1.2 million, respectively; and for the six months ended April 30, 2018 and 2017, net income attributable to the noncontrolling interest was $5.5 million and $1.8 million, respectively.
Non-United States Accounts Receivable VIE
As further described in Note 3, Cooperage Receivables Finance B.V. is a party to the European RPA. Cooperage Receivables Finance B.V. is deemed to be a VIE since this entity is not able to satisfy its liabilities without the financial support from the Company. While this entity is a separate and distinct legal entity from the Company and no ownership interest in this entity is held by the Company, the Company is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE. As a result, Cooperage Receivables Finance B.V. has been consolidated into the operations of the Company.
v3.8.0.1
Long-Term Debt
6 Months Ended
Apr. 30, 2018
Debt Disclosure [Abstract]  
Long-Term Debt
LONG-TERM DEBT
Long-term debt is summarized as follows:
(in millions)
April 30, 2018
 
October 31, 2017
2017 Credit Agreement- Term Loan
$
281.3

 
$
288.8

Senior Notes due 2019
248.5

 
248.0

Senior Notes due 2021
240.9

 
230.9

Receivables Facility
150.0

 
150.0

2017 Credit Agreement- Revolving Credit Facility
114.9

 
35.0

Other debt
5.4

 
6.5

 
1,041.0

 
959.2

Less current portion
15.0

 
15.0

Less deferred financing costs
5.5

 
6.4

Long-term debt
$
1,020.5

 
$
937.8


2017 Credit Agreement
On November 3, 2016, the Company and certain of its international subsidiaries entered into a new senior secured credit agreement (the “2017 Credit Agreement”) with a syndicate of financial institutions. The 2017 Credit Agreement replaced in its entirety the $1.0 billion senior secured credit agreement entered into by the Company and two of its international subsidiaries in 2012 with a syndicate of financial institutions. The total available borrowing under the 2017 Credit Agreement was $670.7 million as of April 30, 2018, which has been reduced by $14.4 million for outstanding letters of credit, all of which was then available without violating covenants.
The 2017 Credit Agreement provides for an $800.0 million revolving multicurrency credit facility expiring November 3, 2021, and a $300.0 million term loan, with quarterly principal installments that commenced on April 30, 2017, through maturity on November 3, 2021, both with an option to add an aggregate of $550.0 million to the facilities with the agreement of the lenders. The Company used the term loan on February 1, 2017, to repay the principal of the Company’s $300.0 million 6.75% Senior Notes that matured on that date. The revolving credit facility is available to fund ongoing working capital and capital expenditure needs, for general corporate purposes, and to finance acquisitions. Interest is based on either a Eurodollar rate or a base rate that resets periodically plus a calculated margin amount. The financing costs associated with the 2017 Credit Agreement totaled $4.9 million as of April 30, 2018, and are recorded as a direct deduction from the long-term debt liability.
The 2017 Credit Agreement contains certain covenants, which include financial covenants that require the Company to maintain a certain leverage ratio and an interest coverage ratio. The leverage ratio generally requires that at the end of any fiscal quarter the Company will not permit the ratio of (a) its total consolidated indebtedness, to (b) the Company's net income plus depreciation, depletion, and amortization, interest expense (including capitalized interest), and income taxes, minus certain extraordinary gains and non-recurring gains (or plus certain extraordinary losses and non-recurring losses) and plus or minus certain other items for the preceding twelve months ("adjusted EBITDA") to be greater than 4.00 to 1.00 (or 3.75 to 1.00, during any collateral release period). The interest coverage ratio generally requires that at the end of any fiscal quarter the Company will not permit the ratio of (a) adjusted EBITDA, to (b) the consolidated interest expense to the extent paid or payable, to be less than 3.00 to 1.00, during the applicable preceding twelve month period.
As of April 30, 2018, $396.2 million was outstanding under the 2017 Credit Agreement. The current portion of the 2017 Credit Agreement was $15.0 million and the long-term portion was $381.2 million. The weighted average interest rate for borrowings under the 2017 Credit Agreement was 2.82% for the six months ended April 30, 2018. The actual interest rate for borrowings under the 2017 Credit Agreement was 3.11% as of April 30, 2018.
Senior Notes due 2019
On July 28, 2009, the Company issued $250.0 million of 7.75% Senior Notes due August 1, 2019. Interest on these Senior Notes is payable semi-annually. The financing costs associated with the Senior Notes due 2019 totaled $0.6 million as of April 30, 2018, and are recorded as a direct deduction from the long-term liability.
Senior Notes due 2021
On July 15, 2011, Greif, Inc.’s wholly-owned subsidiary, Greif Nevada Holdings, Inc., S.C.S. issued €200.0 million of 7.375% Senior Notes due July 15, 2021. These Senior Notes are fully and unconditionally guaranteed on a senior basis by Greif, Inc. Interest on these Senior Notes is payable semi-annually.
United States Trade Accounts Receivable Credit Facility
On September 27, 2017, the Company amended and restated its existing receivables facility in the United States which matured in September of 2017 to establish a $150.0 million United States Trade Accounts Receivable Credit Facility (the "Receivables Facility") with a financial institution. The Receivables Facility matures on September 26, 2018. The $150.0 million outstanding balance as of April 30, 2018 is reported in long-term debt in the condensed consolidated balance sheets because the Company intends to refinance the obligation on a long-term basis and has the intent and ability to consummate a long-term refinancing.
v3.8.0.1
Financial Instruments and Fair Value Measurements
6 Months Ended
Apr. 30, 2018
Fair Value Disclosures [Abstract]  
Financial Instruments and Fair Value Measurements
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 April 30, 2018 and October 31, 2017:
 
April 30, 2018
 
 
 
Fair Value Measurement
 
 
(in millions)
Level 1
 
Level 2
 
Level 3
 
Total
 
Balance Sheet Location
Interest rate derivatives
$

 
$
16.0

 
$

 
$
16.0

 
Other long-term assets and other current assets
Foreign exchange hedges

 
0.4

 

 
0.4

 
Other current assets
Foreign exchange hedges

 
(1.4
)
 

 
(1.4
)
 
Other current liabilities
Insurance annuity

 

 
21.5

 
21.5

 
Other long-term assets
Cross currency swap

 
(1.9
)
 

 
(1.9
)
 
Other long-term liabilities
Cross currency swap

 
2.0

 

 
2.0

 
Other current assets
Total
$

 
$
15.1

 
$
21.5

 
$
36.6

 
 
 
October 31, 2017
 
 
 
Fair Value Measurement
 
 
(in millions)
Level 1
 
Level 2
 
Level 3
 
Total
 
Balance Sheet Location
Interest rate derivatives
$

 
$
8.9

 
$

 
$
8.9

 
Other long-term assets and other current assets
Foreign exchange hedges

 
0.1

 

 
0.1

 
Other current assets
Foreign exchange hedges

 
(0.6
)
 

 
(0.6
)
 
Other current liabilities
Insurance annuity

 

 
20.7

 
20.7

 
Other long-term assets
Total
$

 
$
8.4

 
$
20.7

 
$
29.1

 
 


The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings as of April 30, 2018 and October 31, 2017 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 LIBOR rate plus an interest spread. During the first quarter of 2017, the Company entered into a forward interest rate swap with a notional amount of $300.0 million. As of February 1, 2017, the Company began to receive variable rate interest payments based upon one month U.S. dollar LIBOR and in return was obligated to pay interest at a fixed rate of 1.194%. This effectively converted the borrowing rate on $300.0 million of debt from a variable rate to a fixed rate. This derivative is designated as a cash flow hedge for accounting purposes. Accordingly, the gain or loss on this derivative instrument is 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. For additional disclosures of the gain or loss included within other comprehensive income, see also Note 15 to the interim condensed consolidated financial statements. The assumptions used in measuring fair value of the interest rate derivative are considered level 2 inputs, which are based upon LIBOR and interest paid based upon a designated fixed rate over the life of the swap agreements.
Gains reclassified to earnings under these contracts were $0.4 million for the three months ended April 30, 2018, and losses reclassified to earnings under these contracts were $0.3 million for the three months ended April 30, 2017. Gains reclassified to earnings under these contracts were $0.5 million for the six months ended April 30, 2018, and losses reclassified to earnings under these contracts were $0.3 million for the six months ended April 30, 2017. A derivative gain of $3.2 million, based upon interest rates at April 30, 2018, is expected to be reclassified from 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 April 30, 2018, the Company had outstanding foreign currency forward contracts in the notional amount of $119.8 million ($80.1 million as of October 31, 2017). 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 were based on observable market pricing for similar instruments, principally foreign exchange futures contracts.
Realized losses recorded in other expense, net under fair value contracts were $1.6 million and $0.3 million for the three months ended April 30, 2018 and 2017, respectively. Realized losses recorded in other expense, net under fair value contracts were $2.1 million and $1.5 million for the six months ended April 30, 2018 and 2017, respectively. The Company recognized in other expense, net an unrealized net gain of $2.0 million and zero during the three months ended April 30, 2018 and 2017, respectively. The Company recognized in other expense, net an unrealized net loss of $1.1 million and $1.5 million during the six months ended April 30, 2018 and 2017, respectively.
Cross Currency Swap
The Company has operations and investments in various international locations and is subject to risks associated with changing foreign exchange rates. On March 6, 2018, the Company entered into a cross currency interest rate swap agreement that synthetically swaps $100.0 million of fixed rate debt to Euro denominated fixed rate debt at a rate of 2.352%. The agreement is designated as a net investment hedge for accounting purposes and will mature on March 6, 2023. Accordingly, the gain or loss on this derivative instrument is included in the foreign currency translation component of other comprehensive income until the net investment is sold, diluted, or liquidated. Coupons received for the cross currency swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the condensed consolidated statements of income. For the three and six months ended April 30, 2018, gains recorded in interest expense, net under the cross currency swap agreement were $0.4 million. For additional disclosure of the gain or loss included within other comprehensive income, see also Note 15 to the interim condensed consolidated financial statements. 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.
Other Financial Instruments
The fair values of the Company’s 2017 Credit Agreement and the Receivables Facility do not materially differ from carrying value as 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 ASC Topic 820, "Fair Value Measurements and Disclosures."
The following table presents the estimated fair values of the Company’s senior notes:
(in millions)
April 30,
2018
 
October 31,
2017
Senior Notes due 2019 estimated fair value
$
262.2

 
$
272.0

Senior Notes due 2021 estimated fair value
287.4

 
281.0

Assets held by special purpose entities estimated fair value
51.3

 
52.5


Non-Recurring Fair Value Measurements
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 six months ended April 30, 2018 and 2017:
 
Quantitative Information about Level 3
Fair Value Measurements
(in millions)
Fair Value of
Impairment
 
Valuation
Technique
 
Unobservable
Input
 
Range of
Input
Values
April 30, 2018
 
 
 
 
 
 
 
Impairment of Net Assets Held for Sale
$
0.4

 
Discounted Cash Flows
 
Discounted Cash Flows
 
N/A
Impairment of Long Lived Assets
2.9

 
Discounted Cash Flows
 
Discounted Cash Flows
 
N/A
Total
$
3.3

 
 
 
 
 
 
 
 
 
 
 
 
 
 
April 30, 2017
 
 
 
 
 
 
 
Impairment of Net Assets Held for Sale

$
3.6

 
Broker Quote/
Indicative Bids
 
Indicative Bids
 
N/A
Impairment of Long Lived Assets
0.3

 
Sales Value
 
Sales Value
 
N/A
Total
$
3.9

 
 
 
 
 
 

Long-Lived Assets
The Company recognized asset impairment charges of $3.3 million during the six months ended April 30, 2018 and $3.9 million for the six months ended April 30, 2017. As a result of the Company measuring long-lived assets at fair value on a non-recurring basis, during the six months ended April 30, 2018, the Company recorded impairment charges related to properties, plants and equipment, net, of $1.9 million and charges related to intangible assets of $1.4 million in the Rigid Industrial Packaging & Services segment.
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.
Assets and Liabilities Held for Sale
During the six month period ended April 30, 2018, one asset group was reclassified to assets and liabilities held for sale, resulting in a $0.4 million impairment to net realizable value. During the six month period ended April 30, 2017, one asset group was reclassified to assets and liabilities held for sale, resulting in $3.6 million impairment to net realizable value.
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.
v3.8.0.1
Income Taxes
6 Months Ended
Apr. 30, 2018
Income Tax Disclosure [Abstract]  
Income Taxes
INCOME TAXES
Income tax expense for the quarter was computed in accordance with ASC 740-270 "Income Taxes - Interim Reporting". Under this method, losses from jurisdictions for which a valuation allowance have been provided have not been included in the amount to which the ASC 740-270 rate was applied. Income tax expense of the Company fluctuates primarily due to changes in losses and income from jurisdictions for which a valuation allowance has been provided and the impact of discrete items in the respective quarter.
The income tax expense for the six months ended April 30, 2018, was $5.5 million; whereas, the income tax expense for the six months ended April 30, 2017, was $34.8 million.
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”). The legislation significantly changed U.S. tax law by, among other things, lowering the corporate income tax rate from 35% to 21%, effective January 1, 2018, allowing for the acceleration of expensing for certain business assets, requiring companies to pay a one-time transition tax on certain un-remitted earnings of foreign subsidiaries, and eliminating U.S. federal income tax on dividends from foreign subsidiaries. The rate change was administratively effective as of the beginning of the Company's fiscal 2018 year, which has resulted in the Company using a blended statutory rate for the annual period of 23.33%.
The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. During the quarter ended April 30, 2018, the Company further refined the provisional benefit related to the revaluation of deferred tax assets & liabilities from a benefit of $65.0 million to a benefit of $69.3 million. As a result, the Company recognized a net benefit of $4.3 million, related to the Tax Reform Act, in its consolidated financial statements for the quarter ended April 30, 2018. The final impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analyses, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Reform Act..
v3.8.0.1
Post Retirement Benefit Plans
6 Months Ended
Apr. 30, 2018
Postemployment Benefits [Abstract]  
Post Retirement Benefit Plans
POST RETIREMENT BENEFIT PLANS
The components of net periodic pension cost include the following:
 
Three Months Ended
April 30,
 
Six Months Ended
April 30,
(in millions)
2018
 
2017
 
2018
 
2017
Service cost
$
3.3

 
$
3.3

 
$
6.6

 
$
6.6

Interest cost
4.6

 
4.6

 
9.2

 
9.2

Expected return on plan assets
(6.1
)
 
(7.1
)
 
(12.2
)
 
(14.2
)
Amortization of prior service cost and net actuarial gain
3.6

 
2.8

 
7.2

 
5.6

Net periodic pension costs
$
5.4

 
$
3.6

 
$
10.8

 
$
7.2


The Company made $13.5 million and $5.1 million in pension contributions in the six months ended April 30, 2018 and 2017, respectively.
The components of net periodic cost for post-retirement benefits include the following:
 
Three Months Ended
April 30,
 
Six Months Ended
April 30,
(in millions)
2018
 
2017
 
2018
 
2017
Interest cost
$
0.1

 
$
0.1

 
$
0.2

 
$
0.2

Amortization of prior service cost and net actuarial gain
(0.4
)
 
(0.4
)
 
(0.8
)
 
(0.7
)
Net periodic benefit for post-retirement benefits
$
(0.3
)
 
$
(0.3
)
 
$
(0.6
)
 
$
(0.5
)

The components of net periodic pension cost and net periodic cost for post-retirement benefits, other than the service cost components, are included in the line item "Other expense, net" in the condensed consolidated statements of income.
During the six months ended April 30, 2017, in the United States, an annuity contract for approximately $49.2 million was purchased with 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 $38.9 million 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 plan assets and the projected benefit obligation of $88.1 million and a non-cash pension settlement charge of $24.6 million of unrecognized net actuarial loss included in accumulated other comprehensive loss.
v3.8.0.1
Contingent Liabilities and Environmental Reserves
6 Months Ended
Apr. 30, 2018
Environmental Remediation Obligations [Abstract]  
Contingent Liabilities and Environmental Reserves
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 condensed consolidated financial statements.
The Company will 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.
The Company is currently involved in legal proceedings outside of the United States related to various wrongful termination lawsuits filed by former employees and benefit claims filed by some existing employees of our Flexible Products & Services segment.  The lawsuits include claims for severance for employment periods prior to the Company’s ownership in the business.  As of April 30, 2018 and October 31, 2017, the estimated liability recorded related to these matters were $3.0 million and $5.7 million, respectively.  The estimated liability has been determined based on the number of active cases and the settlements and rulings on previous cases.  It is reasonably possible the estimated liability could increase if additional cases are filed or adverse rulings are made.
During 2017, three reconditioning facilities in the Milwaukee, Wisconsin area that are owned by Container Life Cycle Management LLC (“CLCM”), the Company’s U.S. reconditioning joint venture company, have been subject to investigations conducted by federal, state and local governmental agencies concerning, among other matters, potential violations of environmental laws and regulations. As a result of these investigations, the United States Environmental Protection Agency (“U.S. EPA”) and the Wisconsin Department of Natural Resources (“WDNR”) have issued notices of violations to the Company and CLCM regarding violations of certain federal and state environmental laws and regulations. The remedies being sought in these proceedings include compliance with the applicable environmental laws and regulations as being interpreted by the U.S. EPA and WDNR and monetary sanctions. The Company has cooperated with the governmental agencies in these investigations and proceedings. As of June 7, 2018, no material citations have been issued or fines assessed with respect to any of these proceedings. The Company is unable to predict the outcome of these proceedings or estimate a range of reasonable possible monetary sanctions or costs associated with any remedial actions that may be required or requested by the U.S. EPA or WDNR.
In addition, on November 8, 2017, the Company, CLCM and other parties were named as defendants in a punitive class action lawsuit filed in Wisconsin state court concerning one of CLCM’s Milwaukee reconditioning facilities.  The plaintiffs are alleging that odors from this facility have invaded their property and are interfering with the use and enjoyment of their property and causing damage to the value of their property.  Plaintiffs are seeking compensatory and punitive damages, along with their legal fees. The Company and CLCM are vigorously defending themselves in this lawsuit.  The lawsuit is at the discovery stage. The Company is unable to predict the outcome of this lawsuit or estimate a range of reasonably possible losses.
Environmental Reserves
As of April 30, 2018 and October 31, 2017, environmental reserves were $7.2 million and $7.1 million, respectively, and were recorded on an undiscounted basis. 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 April 30, 2018 and October 31, 2017, environmental reserves of the Company included $4.3 million for various European drum facilities acquired from Blagden and Van Leer; $0.2 million and $0.3 million, respectively, for its various container life cycle management and recycling facilities; $1.0 million and $1.1 million, respectively, for remediation of sites no longer owned by the Company; and $1.7 million and $1.4 million, respectively, for various other facilities around the world.
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.
v3.8.0.1
Earnings Per Share
6 Months Ended
Apr. 30, 2018
Earnings Per Share [Abstract]  
Earnings Per Share
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 articles 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:
 
Three Months Ended
April 30,
 
Six Months Ended
April 30,
(in millions)
2018
 
2017
 
2018
 
2017
Numerator for basic and diluted EPS
 
 
 
 
 
 
 
Net income attributable to Greif, Inc.
$
45.1

 
$
36.0

 
$
101.6

 
$
41.4

Cash dividends
(24.8
)
 
(24.7
)
 
(49.3
)
 
(49.2
)
Undistributed net income (loss) attributable to Greif, Inc.
$
20.3

 
$
11.3

 
$
52.3

 
$
(7.8
)

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
The Board of Directors has authorized the Company to repurchase shares of the Company's Class A Common Stock or Class B Common Stock or any combination of the foregoing. As of April 30, 2018, the remaining amount of shares that may be repurchased under this authorization was 4,703,487. During 2017, the Stock Repurchase Committee authorized and the Company executed the repurchase of 2,000 shares of Class B Common Stock. There have been no other shares repurchased under this program from November 1, 2016 through April 30, 2018.
The following table summarizes the Company’s Class A and Class B common and treasury shares as of the specified dates:
 
Authorized
Shares
 
Issued
Shares
 
Outstanding
Shares
 
Treasury
Shares
April 30, 2018
 
 
 
 
 
 
 
Class A Common Stock
128,000,000

 
42,281,920

 
25,941,279

 
16,340,641

Class B Common Stock
69,120,000

 
34,560,000

 
22,007,725

 
12,552,275

 
 
 
 
 
 
 
 
October 31, 2017
 
 
 
 
 
 
 
Class A Common Stock
128,000,000

 
42,281,920

 
25,835,281

 
16,446,639

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
April 30,
 
Six Months Ended
April 30,
 
2018
 
2017
 
2018
 
2017
Class A Common Stock:
 
 
 
 
 
 
 
Basic shares
25,934,680

 
25,824,194

 
25,890,495

 
25,805,981

Assumed conversion of restricted shares

 
4,688

 

 
4,679

Diluted shares
25,934,680

 
25,828,882

 
25,890,495

 
25,810,660

Class B Common Stock:
 
 
 
 
 
 
 
Basic and diluted shares
22,007,725

 
22,009,725

 
22,007,725

 
22,009,725

v3.8.0.1
Equity Earnings of Unconsolidated Affiliates, Net of Tax and Net Income Attributable to Noncontrolling Interests
6 Months Ended
Apr. 30, 2018
Equity Method Investments and Joint Ventures [Abstract]  
Equity Earnings of Unconsolidated Affiliates, Net of Tax and Net Income Attributable to Noncontrolling Interests
EQUITY EARNINGS OF UNCONSOLIDATED AFFILIATES, NET OF TAX AND NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Equity earnings of unconsolidated affiliates, net of tax
Equity earnings of unconsolidated affiliates, net of tax, were $0.8 million for the three and six months ended April 30, 2018. Equity earnings of unconsolidated affiliates, net of tax, were zero for the three and six months ended April 30, 2017. There were no dividends received from the Company's equity method affiliates for the three and six months ended April 30, 2018 and 2017.
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests represent the portion of earnings from the operations of the Company’s consolidated subsidiaries attributable to unrelated third party equity owners that were deducted from net income to arrive at net income attributable to the Company. Net income attributable to noncontrolling interests for the three months ended April 30, 2018 and 2017 was $6.8 million and $3.9 million, respectively. Net income attributable to noncontrolling interests for the six months ended April 30, 2018 and 2017 was $10.4 million and $6.5 million, respectively.
v3.8.0.1
Equity and Comprehensive Income (Loss)
6 Months Ended
Apr. 30, 2018
Equity [Abstract]  
Equity and Comprehensive Income (Loss)
EQUITY AND COMPREHENSIVE INCOME (LOSS)
The following table summarizes the changes of equity from October 31, 2017 to April 30, 2018 (Dollars in millions, shares in thousands):
 
Capital Stock
 
Treasury Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Greif,
Inc.
Equity
 
Non
controlling
interests
 
Total
Equity
 
Common
Shares
 
Amount
 
Treasury
Shares
 
Amount
 
As of October 31, 2017
47,843

 
$
144.2

 
28,999

 
$
(135.6
)
 
$
1,360.5

 
$
(358.2
)
 
$
1,010.9

 
$
36.6

 
$
1,047.5

Net income
 
 
 
 
 
 
 
 
101.6

 
 
 
101.6

 
10.4

 
112.0

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
- foreign currency translation
 
 
 
 
 
 
 
 
 
 
11.7

 
11.7

 
0.4

 
12.1

- derivative financial instruments, net of income tax expense of $1.8 million
 
 
 
 
 
 
 
 
(0.6
)
 
5.9

 
5.3

 
 
 
5.3

- minimum pension liability adjustment, net of immaterial income tax
 
 
 
 
 
 
 
 
 
 
1.8

 
1.8

 
 
 
1.8

Comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
120.4

 
 
 
131.2

Current period mark to redemption value of redeemable noncontrolling interest
 
 
 
 
 
 
 
 
(1.8
)
 
 
 
(1.8
)
 
 
 
(1.8
)
Net income allocated to redeemable noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 

 
(1.9
)
 
(1.9
)
Dividends paid to Greif, Inc. shareholders
 
 
 
 
 
 
 
 
(49.3
)
 
 
 
(49.3
)
 
 
 
(49.3
)
Dividends paid to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 

 
(2.7
)
 
(2.7
)
Restricted stock directors
21

 
1.0

 
(21
)
 

 
 
 
 
 
1.0

 
 
 
1.0

Long-term incentive shares issued
85

 
5.1

 
(85
)
 
0.2

 
 
 
 
 
5.3

 
 
 
5.3

As of April 30, 2018
47,949

 
$
150.3