Item 2.02. Results of Operations and Financial Condition.
On
(i)the Company's net income, excluding the impact of adjustments, for the third quarter of 2020 and the third quarter of 2019, which is equal to the Company's consolidated net income for the applicable period plus restructuring charges, plus acquisition and integration related costs, plus debt extinguishment charges, plus non-cash asset impairment charges, plus non-cash pension settlement income (expense), plus incremental COVID-19 costs, net, less (gain) loss on disposal of properties, plants, equipment and businesses, net, each net of tax, noncontrolling interest and equity earnings of unconsolidated affiliates and on a consolidated basis for the applicable period; (ii)the Company's earnings per diluted Class A share, excluding the impact of adjustments, for the third quarter of 2020 and the third quarter of 2019, which is equal to earnings per diluted Class A share of the Company for the applicable period plus restructuring charges, plus acquisition and integration related costs, plus debt extinguishment charges, plus non-cash asset impairment charges, plus non-cash pension settlement (income) expense, plus incremental COVID-19 costs, net, less (gain) loss on disposal of properties, plants, equipment and businesses, net, each net of tax, noncontrolling interest and equity earnings of unconsolidated affiliates and on a consolidated basis for the applicable period; (iii)the Company's consolidated adjusted EBITDA for the third quarter of 2020 and the third quarter of 2019, which is equal to the Company's consolidated net income for the applicable period plus interest expense, net, plus debt extinguishment charges, plus income tax expense, plus depreciation, depletion and amortization expense, plus restructuring charges, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus incremental COVID-19 costs, net, plus non-cash pension settlement (income) expense, less (gain) loss on disposal of properties, plants, equipment and businesses, net, each on a consolidated basis for the applicable period; (iv)the Company's consolidated adjusted free cash flow for the third quarter of 2020 and the third quarter of 2019, which is equal to the Company's consolidated net cash provided by (used in) operating activities for the applicable period less cash paid for purchases of properties, plants and equipment, plus cash paid for acquisition and integration related costs, plus cash paid for debt issuance costs, plus cash paid for incremental COVID-19 costs, net, plus cash paid for acquisition and integration related Enterprise Resource Planning ("ERP") systems each on a consolidated basis for the applicable period; (v)the Company's net debt for the third and second quarters of 2020 and the third quarter of 2019, which is equal to the Company's consolidated total debt at the end of the applicable period ended less cash and cash equivalents at the end of the applicable period ended. (vi)net sales excluding foreign currency translation for the Company'sRigid Industrial Packaging & Services business segment for the third quarter of 2020 and the third quarter of 2019, which is equal to that business segment's net sales for the applicable quarter, after adjusting such sales for the third quarter of 2020 for foreign currency translation; (vii)adjusted EBITDA for the Company'sRigid Industrial Packaging & Services business segment for the third quarter of 2020 and the third quarter of 2019, which is equal to that business segment's operating profit less other expense, net, less equity earnings of unconsolidated affiliates, net of tax, plus depreciation and amortization expense, plus restructuring charges, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus incremental COVID-19 costs, net, less (gain) loss on disposal of properties, plants, equipment and businesses, net, each for the applicable period; (viii)net sales excluding foreign currency translation for the Company'sPaper Packaging & Services business segment for the third quarter of 2020 and the third quarter of 2019, which is equal to that business segment's net sales for the applicable quarter, after adjusting such sales for the third quarter of 2020 for foreign currency translation;
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(ix)adjusted EBITDA for the Company'sPaper Packaging & Services business segment for the third quarter of 2020 and the third quarter of 2019, which is equal to that business segment's operating profit less other (income) expense, net, less non-cash pension settlement income, plus depreciation and amortization expense, plus restructuring charges, plus acquisition and integration related costs, plus non-cash pension settlement income, plus non-cash asset impairment charges, plus incremental COVID-19 costs, net, less loss on disposal of properties, plants, equipment and businesses, net, each for the applicable period; (x)net sales excluding foreign currency translation for the Company's Flexible Products & Services business segment for the third quarter of 2020 and the third quarter of 2019, which is equal to that business segment's net sales for the applicable quarter, after adjusting such sales for the third quarter of 2020 for foreign currency translation; (xi)adjusted EBITDA for the Company's Flexible Products & Services business segment for the third quarter of 2020 and the third quarter of 2019, which is equal to that business segment's operating profit less other income, net, plus depreciation and amortization expense, plus restructuring charges, plus incremental COVID-19 costs, net, plus non-cash asset impairment charges, less (gain) loss on disposal of properties, plants, equipment and businesses, net, each for the applicable period; and (xii)adjusted EBITDA for the Company's Land Management business segment for the third quarter of 2020 and the third quarter of 2019, which is equal to that business segment's operating profit plus depreciation, depletion and amortization expense, plus restructuring charges, less gain on disposal of properties, plants, equipment and businesses, net, each for the applicable period. The Earnings Release also included the following forward-looking non-GAAP measures: (i)the Company's fiscal year 2020 Class A earnings per share before adjustments guidance, which is equal to earnings per diluted Class A share of the Company for such period plus restructuring charges, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement (income) expense, plus incremental COVID-19 costs, net, less (gain) loss on disposal of properties, plants, equipment and businesses, net, each net of tax, noncontrolling interest and equity earnings of unconsolidated affiliates and on a consolidated basis for the applicable period; and (ii)the Company's fiscal year 2020 tax rate guidance, excluding the impact of adjustments, which is equal to the Company's consolidated tax expense for such period plus the tax expense (benefit) of restructuring charges, plus the tax expense (benefit) of acquisition and integration related costs, plus the tax expense (benefit) of non-cash asset impairment charges, plus the tax expense (benefit) of non-cash pension settlement (income) expense, less the tax expense (benefit) of gains on disposal of properties, plants, equipment and businesses, net, divided by the Company's consolidated income before income tax expense and equity earnings of unconsolidated affiliates, net for such period plus restructuring charges, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement (income) charges, plus incremental COVID-19 costs, net, less (gain) loss on disposal of properties, plants, equipment and businesses, net, each on a consolidated basis for such period; and (iii)the Company's fiscal year 2020 projected adjusted free cash flow guidance, which is equal to the Company's consolidated net cash provided by (used in) operating activities for such period, less cash paid for purchases of properties, plants and equipment, plus cash paid for acquisition and integration related costs, plus cash paid for incremental COVID-19 costs, net, plus cash paid for acquisition and integration related ERP systems. A reconciliation of this forward-looking non-GAAP financial measure was included in the Earnings Release. No reconciliation of the forward-looking non-GAAP financial measures were included in the Earnings Release for items (i) and (ii) because, due to the high variability and difficulty in making accurate forecasts and projections of some of the excluded information, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable efforts. Management of the Company uses the non-GAAP Measures to evaluate ongoing operations and believes that these non-GAAP Measures are useful to investors. The exclusion of the impact of the identified adjustments (restructuring charges, acquisition and integration related costs, non-cash asset impairment charges, incremental COVID-19 costs, net, non-cash pension settlement (income) . . .
Item 7.01. Regulation FD Disclosure.
On
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits. Exhibit No. Description 99.1 Press release issued byGreif Inc. onAugust 26, 2020 announcing the financial results for its third quarter endedJuly 31, 2020 . 99.2 File transcript of conference call with interested investors and financial analysts held by management ofGreif Inc. onAugust 27, 2020 .
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