Delaware
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1-35672
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20-5234618
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(State of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act.
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Exhibit Number |
Description | |
99.1
|
Press Release dated February 3, 2017
|
BERRY PLASTICS GROUP, INC. | |||
(Registrant) | |||
Dated: February 3, 2017
|
By:
|
/s/ Jason K. Greene | |
Name: | Jason K. Greene | ||
Title: |
Executive Vice President, Chief Legal Officer
and Secretary
|
||
●
|
Net income for the December 2016 quarter was $51 million ($0.40 per diluted share) compared to $4 million ($0.03 per diluted share) in the prior year quarter. Adjusted net income in the December 2016 quarter was over 40 percent higher at $0.50 per diluted share compared to $0.35 per diluted share in the prior year quarter.
|
●
|
Operating income for the quarter increased by 70 percent to $146 million compared to $86 million in the prior year quarter. Operating EBITDA was a record for any December quarter in the Company's history at $277 million (18.4% of net sales) compared to $276 million (17.1% of net sales) in the December 2015 quarter.
|
●
|
Cash flow from operations for the last four quarters ended December 2016 was $809 million. Adjusted free cash flow for the last four quarters ended was $492 million.
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●
|
We are reaffirming our fiscal 2017 guidance of projected cash flow from operations of $925 million and adjusted free cash flow guidance of $550.
|
Consolidated Overview
|
||||||||||||||||
(in millions of dollars)
|
Current Quarter
|
Prior Year Quarter
|
% Change
|
Normalized% Change
|
||||||||||||
Net sales
|
$
|
1,502
|
$
|
1,612
|
(7
|
)%
|
(1
|
)%
|
||||||||
Operating income
|
146
|
86
|
70
|
%
|
92
|
%
|
Health, Hygiene, and Specialties
|
||||||||||||||||
(in millions of dollars)
|
Current Quarter
|
Prior Year Quarter
|
% Change
|
Normalized % Change
|
||||||||||||
Net sales
|
$
|
570
|
$
|
600
|
(5
|
)%
|
(1
|
)%
|
||||||||
Operating income
|
59
|
13
|
354
|
%
|
392
|
%
|
Consumer Packaging
|
||||||||||||||||
(in millions of dollars)
|
Current Quarter
|
Prior Year Quarter
|
% Change
|
Normalized% Change
|
||||||||||||
Net sales
|
$
|
549
|
$
|
604
|
(9
|
)%
|
(2
|
)%
|
||||||||
Operating income
|
34
|
39
|
(13
|
)%
|
-
|
%
|
Engineered Materials
|
||||||||||||||||
(in millions of dollars)
|
Current Quarter
|
Prior Year Quarter
|
% Change
|
Normalized% Change
|
||||||||||||
Net sales
|
$
|
383
|
$
|
408
|
(6
|
)%
|
1
|
%
|
||||||||
Operating income
|
53
|
34
|
56
|
%
|
77
|
%
|
Quarterly Period Ended
|
||||||||
December 31, 2016
|
January 2, 2016
|
|||||||
Net sales
|
$
|
1,502
|
$
|
1,612
|
||||
Costs and expenses:
|
||||||||
Cost of goods sold
|
1,206
|
1,320
|
||||||
Selling, general and administrative
|
113
|
154
|
||||||
Amortization of intangibles
|
33
|
36
|
||||||
Restructuring and impairment charges
|
4
|
16
|
||||||
Operating income
|
146
|
86
|
||||||
Other (income) expense, net
|
(1
|
)
|
4
|
|||||
Interest expense, net
|
68
|
75
|
||||||
Income before income taxes
|
79
|
7
|
||||||
Income tax expense
|
28
|
3
|
||||||
Net income
|
$
|
51
|
$
|
4
|
||||
Net income per share:
|
||||||||
Basic
|
$
|
0.42
|
$
|
0.03
|
||||
Diluted
|
0.40
|
0.03
|
||||||
Outstanding weighted-average shares: (in millions)
|
||||||||
Basic
|
122.0
|
120.1
|
||||||
Diluted
|
127.8
|
124.9
|
Quarterly Period Ended
|
||||||||
December 31, 2016
|
January 2, 2016
|
|||||||
Net income
|
$
|
51
|
$
|
4
|
||||
Currency translation
|
(45
|
)
|
(29
|
)
|
||||
Interest rate hedges
|
17
|
4
|
||||||
Provision for income taxes related to other comprehensive income items
|
(6
|
)
|
(1
|
)
|
||||
Other comprehensive loss, net of tax
|
(34
|
)
|
(26
|
)
|
||||
Comprehensive income (loss)
|
$
|
17
|
$
|
(22
|
)
|
December 31, 2016
|
October 1, 2016
|
|||||||
Assets:
|
||||||||
Cash and cash equivalents
|
$
|
331
|
$
|
323
|
||||
Accounts receivable, net
|
622
|
704
|
||||||
Inventories
|
686
|
660
|
||||||
Other current assets
|
104
|
105
|
||||||
Property, plant, and equipment, net
|
2,182
|
2,224
|
||||||
Goodwill, intangible assets, and other long-term assets
|
3,586
|
3,637
|
||||||
Total assets
|
$
|
7,511
|
$
|
7,653
|
||||
Liabilities and stockholders' equity:
|
||||||||
Current liabilities, excluding debt
|
$
|
937
|
$
|
988
|
||||
Current and long-term debt
|
5,753
|
5,755
|
||||||
Other long-term liabilities
|
575
|
689
|
||||||
Stockholders' equity
|
246
|
221
|
||||||
Total liabilities and stockholders' equity
|
$
|
7,511
|
$
|
7,653
|
|
Maturity Date
|
December 31,
2016
|
October 1, 2016 | ||||||
(in millions of dollars)
|
|||||||||
Revolving line of credit
|
May 2020
|
$
|
—
|
$
|
—
|
||||
Term loan
|
February 2020
|
1,348
|
1,351
|
||||||
Term loan
|
January 2021
|
814
|
814
|
||||||
Term loan
|
October 2022
|
1,895
|
1,895
|
||||||
5.5% Second priority notes
|
May 2022
|
500
|
500
|
||||||
6.0% Second priority notes
|
October 2022
|
400
|
400
|
||||||
5.125% Second priority notes
|
July 2023
|
700
|
700
|
||||||
Debt discounts and deferred fees
|
(52
|
)
|
(58
|
)
|
|||||
Capital leases and other
|
Various
|
148
|
153
|
||||||
Total debt
|
$
|
5,753
|
$
|
5,755
|
Quarterly Period Ended
|
||||||||
December 31, 2016
|
January 2, 2016
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
51
|
$
|
4
|
||||
Depreciation
|
87
|
103
|
||||||
Amortization of intangibles
|
33
|
36
|
||||||
Other non-cash items
|
17
|
6
|
||||||
Other assets and liabilities
|
(2
|
)
|
5
|
|||||
Working capital | (43 | ) | 37 | |||||
Net cash from operating activities
|
143
|
191
|
||||||
Cash flows from investing activities:
|
||||||||
Additions to property, plant, and equipment
|
(65
|
)
|
(93
|
)
|
||||
Proceeds from sale of assets |
2
|
4
|
||||||
Other investing activities, net
|
(1
|
)
|
—
|
|||||
Acquisitions of businesses, net of cash acquired
|
—
|
(2,286
|
)
|
|||||
Net cash from investing activities
|
(64
|
)
|
(2,375
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from long-term borrowings
|
—
|
2,492
|
||||||
Repayment of long-term borrowings
|
(10
|
)
|
(100
|
)
|
||||
Proceeds from issuance of common stock
|
5
|
7
|
||||||
Debt financing costs
|
—
|
(36
|
)
|
|||||
Payment of tax receivable agreement
|
(60
|
)
|
(57
|
)
|
||||
Purchase of non-controlling interest
|
—
|
(66
|
)
|
|||||
Net cash from financing activities
|
(65
|
)
|
2,240
|
|||||
Effect of exchange rate changes on cash
|
(6
|
)
|
(2
|
)
|
||||
Net change in cash and cash equivalents
|
8
|
54
|
||||||
Cash and cash equivalents at beginning of period
|
323
|
228
|
||||||
Cash and cash equivalents at end of period
|
$
|
331
|
$
|
282
|
Quarterly Period Ended December 31, 2016
|
||||||||||||||||
Consumer Packaging
|
Health, Hygiene & Specialties
|
Engineered Materials
|
Total
|
|||||||||||||
Net sales
|
$
|
549
|
$
|
570
|
$
|
383
|
$
|
1,502
|
||||||||
Operating income
|
$
|
34
|
$
|
59
|
$
|
53
|
$
|
146
|
||||||||
Depreciation and amortization
|
59
|
44
|
17
|
120
|
||||||||||||
Restructuring and impairment charges
|
2
|
2
|
—
|
4
|
||||||||||||
Other non-cash charges (1)
|
2
|
2
|
1
|
5
|
||||||||||||
Business optimization costs (2)
|
—
|
3
|
(1
|
)
|
2
|
|||||||||||
Operating EBITDA
|
$
|
97
|
$
|
110
|
$
|
70
|
$
|
277
|
||||||||
Operating EBITDA as a % of Net sales
|
17.7
|
%
|
19.3
|
%
|
18.3
|
%
|
18.4
|
%
|
Quarterly Period Ended January 2, 2016
|
||||||||||||||||
Consumer Packaging
|
Health, Hygiene & Specialties
|
Engineered Materials
|
Total
|
|||||||||||||
Net sales
|
$
|
604
|
$
|
600
|
$
|
408
|
$
|
1,612
|
||||||||
Operating income
|
$
|
39
|
$
|
13
|
$
|
34
|
$
|
86
|
||||||||
Depreciation and amortization
|
62
|
55
|
22
|
139
|
||||||||||||
Restructuring and impairment charges
|
3
|
12
|
1
|
16
|
||||||||||||
Other non-cash charges (1)
|
2
|
9
|
7
|
18
|
||||||||||||
Business optimization costs (2)
|
1
|
15
|
1
|
17
|
||||||||||||
Operating EBITDA
|
$
|
107
|
$
|
104
|
$
|
65
|
$
|
276
|
||||||||
Operating EBITDA as a % of Net sales
|
17.7
|
%
|
17.3
|
%
|
15.9
|
%
|
17.1
|
%
|
(1)
|
Other non-cash charges in the December 2016 quarter primarily include $3 million of stock compensation expense and other non-cash charges. The December 2015 quarter primarily includes $4 million of stock compensation expense, $7 million step-up of inventory to fair value related to the Avintiv acquisition and other non-cash charges.
|
(2)
|
Includes integration expenses and other business optimization costs.
|
Four Quarters
|
||||||||||||
Quarterly Period Ended
|
Ended
|
|||||||||||
December 31, 2016
|
January 2, 2016
|
December 31, 2016
|
||||||||||
Net income
|
$
|
51
|
$
|
4
|
$
|
283
|
||||||
Add: other expense (income), net
|
(1
|
)
|
4
|
(23
|
)
|
|||||||
Add: interest expense, net
|
68
|
75
|
284
|
|||||||||
Add: income tax expense
|
28
|
3
|
97
|
|||||||||
Operating income
|
$
|
146
|
$
|
86
|
$
|
641
|
||||||
Add: non-cash amortization from 2006 private sale
|
8
|
8
|
32
|
|||||||||
Add: restructuring and impairment
|
4
|
16
|
20
|
|||||||||
Add: other non-cash charges (1)
|
5
|
18
|
28
|
|||||||||
Add: business optimization and other expenses (2)
|
2
|
17
|
16
|
|||||||||
Adjusted operating income (6)
|
$
|
165
|
$
|
145
|
$
|
737
|
||||||
Add: depreciation
|
87
|
103
|
366
|
|||||||||
Add: amortization of intangibles (3)
|
25
|
28
|
108
|
|||||||||
Operating EBITDA (6)
|
$
|
277
|
$
|
276
|
$
|
1,211
|
||||||
Add: unrealized cost savings (4)
|
19
|
|||||||||||
Adjusted EBITDA (6)
|
$
|
1,230
|
||||||||||
Cash flow from operating activities
|
$
|
143
|
$
|
191
|
$
|
809
|
||||||
Net additions to property, plant, and equipment
|
(63
|
)
|
(89
|
)
|
(257
|
)
|
||||||
Payment of tax receivable agreement
|
(60
|
)
|
(57
|
)
|
(60
|
)
|
||||||
Adjusted free cash flow (6)
|
$
|
20
|
$
|
45
|
$
|
492
|
||||||
Net income per diluted share
|
$
|
0.40
|
$
|
0.03
|
||||
Other expense (income), net
|
(0.01
|
)
|
—
|
|||||
Non-cash amortization from 2006 private sale
|
0.06
|
0.06
|
||||||
Restructuring and impairment
|
0.03
|
0.13
|
||||||
Other non-cash charges (1)
|
0.04
|
0.14
|
||||||
Business optimization costs (2)
|
0.02
|
0.14
|
||||||
Income tax impact on items above (5)
|
(0.04
|
)
|
(0.15
|
)
|
||||
Adjusted net income per diluted share (6)
|
$
|
0.50
|
$
|
0.35
|
||||
Estimated Fiscal 2017
|
||||
Cash flow from operating activities
|
$
|
925
|
||
Additions to property, plant, and equipment
|
(315
|
)
|
||
Tax receivable agreement payment
|
(60
|
)
|
||
Adjusted free cash flow (6)
|
$
|
550
|
||
(1)
|
Other non-cash charges in the December 2016 quarter primarily include $3 million of stock compensation expense and other non-cash charges. The December 2015 quarter primarily includes $4 million of stock compensation expense, $7 million step-up of inventory to fair value related to the Avintiv acquisition and other non-cash charges. For the four quarters ended December 2016 other non-cash charges primarily include $19 million of stock compensation expense and other non-cash charges.
|
(2)
|
Includes integration expenses and other business optimization costs.
|
(3)
|
Amortization excludes non-cash amortization from the 2006 private sale of $8 million for both the December 31, 2016 and January 2, 2016 quarters and $32 million for the four quarters ended December 31, 2016.
|
(4)
|
Unrealized cost savings primarily represents unrealized cost savings related to acquisitions.
|
(5)
|
Income tax effects on adjusted net income were calculated using 32% for the December 2016 and 2015 quarters. The rates used for each represents the Company's expected effective tax rate for each respective period.
|
(6)
|
Supplemental financial measures that are not required by, or presented in accordance with, accounting principles generally accepted in the United States ("GAAP"). These non-GAAP financial measures should not be considered as alternatives to operating or net income or cash flows from operating activities, in each case determined in accordance with GAAP. Adjusted EBITDA is used by our lenders for debt covenant compliance purposes. Our projected adjusted free cash flow for fiscal 2017 assumes $925 million of cash flow from operations less $315 million of net additions to property, plant, and equipment and $60 million of payments under our tax receivable agreement.
We define "adjusted free cash flow" as cash flow from operating activities less additions to property, plant, and equipment and payments under the tax receivable agreement. We believe adjusted free cash flow is useful to an investor in evaluating our liquidity because adjusted free cash flow and similar measures are widely used by investors, securities analysts, and other interested parties in our industry to measure a company's liquidity.
We also believe these measures are useful to an investor in evaluating our liquidity and performance as these measures are widely used by investors, securities analysts and other interested parties in our industry to measure a company's liquidity without regard to revenue and expense recognition, which can vary depending upon accounting methods. These non-GAAP financial measures may be calculated differently by other companies, including other companies in our industry, limiting their usefulness as comparative measures.
|
|
|