| CONSOLIDATION OF VARIABLE INTEREST ENTITIES |
CONSOLIDATION OF VARIABLE INTEREST ENTITIESThe 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 January 31, 2020, and October 31, 2019, consolidated assets of the Buyer SPE consisted of $50.9 million of restricted bank financial instruments which are expected to be held to maturity, scheduled for November 5, 2020. The balance as of January 31, 2020 has been reclassified to current assets and recorded within 'Assets held by special purpose entities' on the interim condensed consolidated balance sheets. For both of the three month ended January 31, 2020 and 2019, Buyer SPE recorded interest income of $0.6 million. As of January 31, 2020, and October 31, 2019, STA Timber had consolidated liabilities of $43.3 million. The maturity date is August 5, 2020 and STA Timber has the discretion and intent to extend the maturity date to November 5, 2020. The balance as of January 31, 2020 has been reclassified to current assets and recorded within 'Liabilities held by special purpose entities' on the interim condensed consolidated balance sheets. For both of the three month ended January 31, 2020 and 2019, STA Timber recorded interest expense of $0.6 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 ("GRP"). 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 were 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) | | | | Cash and cash equivalents | $ | 20.6 |
| | $ | 16.9 |
| Trade accounts receivable, less allowance of $0.8 in 2020 and $0.7 in 2019 | 45.9 |
| | 51.2 |
| Inventories | 43.7 |
| | 46.4 |
| Properties, plants and equipment, net | 21.8 |
| | 22.3 |
| Other assets | 27.3 |
| | 29.3 |
| Total assets | $ | 159.3 |
| | $ | 166.1 |
| | | | | Accounts payable | $ | 23.4 |
| | $ | 28.9 |
| Other liabilities | 21.0 |
| | 23.6 |
| Total liabilities | $ | 44.4 |
| | $ | 52.5 |
|
Net income attributable to the noncontrolling interest in the Flexible Packaging JV for the three months ended January 31, 2020 and 2019 was $1.2 million and $3.3 million, respectively. Paper Packaging Joint Venture In 2018, Greif, Inc. and one of its indirect subsidiaries formed a joint venture (referred to herein as the “Paper Packaging JV” or "PPS VIE") with a third party. The Paper Packaging JV has been consolidated into the operations of the Company since its formation date of April 20, 2018.
The Paper Packaging JV is deemed to be a VIE because the equity investors at risk, as a group, lack the characteristics of a controlling financial interest. The structure of the Paper Packaging JV has governing provisions that are the functional equivalent of a limited partnership whereby the Company is the managing member that makes all the decisions related to the activities that most significantly affect the economic performance of the PPS VIE. In addition, the third party does not have any substantive kick-out rights or substantive participating rights in the Paper Packaging JV. The major factors that led to the conclusion that the Paper Packaging JV is a VIE was that all limited partnerships are considered to be VIE's unless the limited partners have substantive kick-out rights or substantive participating rights.
The following table presents the Paper Packaging JV total net assets: | | | | | (in millions) | | Cash and cash equivalents | $ | 0.7 |
| Trade accounts receivable, less allowance of $0.0 in 2020 | 0.5 |
| Inventories | 7.6 |
| Properties, plants and equipment, net | 31.6 |
| Other assets | 0.4 |
| Total assets | $ | 40.8 |
| | | Accounts payable | $ | 1.3 |
| Other liabilities | 0.1 |
| Total liabilities | $ | 1.4 |
|
As of October 31, 2019, the Paper Packaging JV’s net assets consist mainly of properties, plants, and equipment, net of $29.4 million as the PPS JV was in the startup phase and had not yet commenced operations. Net loss attributable to the noncontrolling interest in the Paper Packaging JV for the three months ended January 31, 2020 was $0.2 million. There was no net income (loss) for the three months ended January 31, 2019 as the PPS JV was in the startup phase and had not yet commenced operations. Non-United States Accounts Receivable VIE As further described in Note 6 to the Interim Condensed Consolidated Financial Statements, Cooperage Receivables Finance B.V. is a party to the European RFA. 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.
|
