BERRY GLOBAL GROUP, INC. - Quarter Report: 2022 April (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended April 2, 2022
OR
| ☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from __________ to __________
Commission File Number 001-35672
BERRY GLOBAL GROUP, INC.
|
A Delaware corporation
|
101 Oakley Street, Evansville, Indiana, 47710
(812) 424-2904
|
IRS employer identification number
20-5234618
|
Securities registered pursuant to Section 12(b) of the Exchange Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
Common Stock, $0.01 par value per share
|
BERY
|
New York Stock Exchange LLC
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large Accelerated Filer ☒
|
Accelerated Filer ☐
|
Non-Accelerated Filer ☐
|
Smaller Reporting Company ☐
|
Emerging Growth Company ☐
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There were 130.3 million shares of
common stock outstanding at May 5, 2022.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Information included or incorporated by reference in Berry Global
Group, Inc.’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and press releases or other public statements contains or may contain forward-looking statements. This report includes “forward-looking” statements with
respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events. These statements contain words such as “believes,” “expects,” “may,” “will,” “should,” “would,” “could,” “seeks,”
“approximately,” “intends,” “plans,” “estimates,” “project,” “outlook,” “anticipates” or “looking forward” or similar expressions that relate to our strategy, plans, intentions, or expectations. All statements we make relating to our estimated and
projected earnings, margins, costs, expenditures, cash flows, growth rates, and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time
make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual
results may differ materially from those that we expected. All forward-looking statements are made only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement as a result of new information,
future events or otherwise, except as otherwise required by law.
Additionally, we caution readers that the list of important factors discussed in our most recent Form 10-K in the section titled “Risk Factors” may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the
forward-looking statements contained in this report may not in fact occur. Accordingly, readers should not place undue reliance on those statements.
Form 10-Q Index
For Quarterly Period Ended April 2, 2022
|
Part I.
|
Financial Information
|
Page No.
|
|
|
Item 1.
|
Financial Statements:
|
||
|
4
|
|||
|
5
|
|||
|
6
|
|||
|
7
|
|||
|
8
|
|||
|
Item 2.
|
15
|
||
|
Item 3.
|
22
|
||
|
Item 4.
|
23
|
||
|
Part II.
|
Other Information
|
||
|
Item 1.
|
24
|
||
|
Item 1A.
|
24
|
||
|
Item 2.
|
24
|
||
|
Item 6.
|
25
|
||
|
26
|
|||
Part I. Financial Information
| Item 1. |
Financial Statements
|
Consolidated Statements of Income
(Unaudited)
(in millions of dollars, except per share amounts)
|
Quarterly Period Ended
|
Two Quarterly Periods Ended
|
|||||||||||||||
|
April 2, 2022
|
April 3, 2021
|
April 2, 2022
|
April 3, 2021
|
|||||||||||||
|
Net sales
|
$
|
3,775
|
$
|
3,370
|
$
|
7,348
|
$
|
6,506
|
||||||||
|
Costs and expenses:
|
||||||||||||||||
|
Cost of goods sold
|
3,154
|
2,706
|
6,192
|
5,224
|
||||||||||||
|
Selling, general and administrative
|
207
|
220
|
442
|
461
|
||||||||||||
|
Amortization of intangibles
|
65
|
73
|
133
|
147
|
||||||||||||
|
Restructuring and transaction activities
|
8
|
38
|
11
|
37
|
||||||||||||
|
Operating income
|
341
|
333
|
570
|
637
|
||||||||||||
|
Other expense
|
6
|
6
|
6
|
31
|
||||||||||||
|
Interest expense
|
71
|
84
|
142
|
181
|
||||||||||||
|
Income before income taxes
|
264
|
243
|
422
|
425
|
||||||||||||
|
Income tax expense
|
59
|
62
|
96
|
114
|
||||||||||||
|
Net income
|
$
|
205
|
$
|
181
|
$
|
326
|
$
|
311
|
||||||||
|
Net income per share:
|
||||||||||||||||
|
Basic
|
$
|
1.53
|
$
|
1.35
|
$
|
2.42
|
$
|
2.32
|
||||||||
|
Diluted
|
1.50
|
1.32
|
2.36
|
2.28
|
||||||||||||
Consolidated Statements of Comprehensive Income
(Unaudited)
(in millions of dollars)
|
Quarterly Period Ended
|
Two Quarterly Periods Ended
|
|||||||||||||||
|
April 2, 2022
|
April 3, 2021
|
April 2, 2022
|
April 3, 2021
|
|||||||||||||
|
Net income
|
$
|
205
|
$
|
181
|
$
|
326
|
$
|
311
|
||||||||
|
Other comprehensive income, net of tax:
|
||||||||||||||||
|
Currency translation
|
37
|
(73
|
)
|
15
|
105
|
|||||||||||
|
Derivative instruments
|
71
|
54
|
100
|
71
|
||||||||||||
|
Other comprehensive income (loss)
|
108
|
(19
|
)
|
115
|
176
|
|||||||||||
|
Comprehensive income
|
$
|
313
|
$
|
162
|
$
|
441
|
$
|
487
|
||||||||
See notes to consolidated financial statements.
Consolidated Balance Sheets
(in millions of dollars)
|
April 2, 2022
|
October 2, 2021
|
|||||||
|
(Unaudited)
|
||||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
622
|
$
|
1,091
|
||||
|
Accounts receivable
|
1,996
|
1,879
|
||||||
|
Finished goods
|
1,032
|
960
|
||||||
|
Raw materials and supplies
|
932
|
947
|
||||||
|
Prepaid expenses and other current assets
|
401
|
217
|
||||||
|
Total current assets
|
4,983
|
5,094
|
||||||
|
Noncurrent assets:
|
||||||||
|
Property, plant and equipment
|
4,650
|
4,677
|
||||||
|
Goodwill and intangible assets
|
7,183
|
7,434
|
||||||
|
Right-of-use assets
|
536
|
562
|
||||||
|
Other assets
|
183
|
115
|
||||||
|
Total assets
|
$
|
17,535
|
$
|
17,882
|
||||
|
Liabilities and stockholders’ equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
1,651
|
$
|
2,041
|
||||
|
Accrued employee costs
|
250
|
336
|
||||||
|
Other current liabilities
|
824
|
788
|
||||||
|
Current portion of long-term debt
|
19
|
21
|
||||||
|
Total current liabilities
|
2,744
|
3,186
|
||||||
|
Noncurrent liabilities:
|
||||||||
|
Long-term debt
|
9,627
|
9,439
|
||||||
|
Deferred income taxes
|
569
|
568
|
||||||
|
Employee benefit obligations
|
244
|
276
|
||||||
|
Operating lease liabilities
|
443
|
466
|
||||||
|
Other long-term liabilities
|
588
|
767
|
||||||
|
Total liabilities
|
14,215
|
14,702
|
||||||
|
Stockholders’ equity:
|
||||||||
|
Common stock (130.4
and 135.5 million shares issued, respectively)
|
1
|
1
|
||||||
|
Additional paid-in capital
|
1,174
|
1,134
|
||||||
|
Retained earnings
|
2,326
|
2,341
|
||||||
|
Accumulated other comprehensive loss
|
(181
|
)
|
(296
|
)
|
||||
|
Total stockholders’ equity
|
3,320
|
3,180
|
||||||
|
Total liabilities and stockholders’ equity
|
$
|
17,535
|
$
|
17,882
|
||||
See notes to consolidated financial statements.
Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
(in millions of dollars)
|
Quarterly Period Ended
|
Common
Stock
|
Additional
Paid-in Capital
|
Accumulated Other
Comprehensive Loss
|
Retained
Earnings
|
Total
|
|||||||||||||||
|
Balance at January 1, 2022
|
$
|
1
|
$
|
1,170
|
$
|
(289
|
)
|
$
|
2,412
|
$
|
3,294
|
|||||||||
|
Net income
|
—
|
—
|
—
|
205
|
205
|
|||||||||||||||
|
Other comprehensive income
|
—
|
—
|
108
|
—
|
108
|
|||||||||||||||
|
Share-based compensation
|
—
|
7
|
—
|
—
|
7
|
|||||||||||||||
|
Proceeds from issuance of common stock
|
—
|
6
|
—
|
—
|
6
|
|||||||||||||||
|
Common stock repurchased and retired
|
—
|
(9
|
)
|
—
|
(291
|
)
|
(300
|
)
|
||||||||||||
|
Balance at April 2, 2022
|
$
|
1
|
$
|
1,174
|
$
|
(181
|
)
|
$
|
2,326
|
$
|
3,320
|
|||||||||
|
Balance at January 2, 2021
|
$
|
1
|
$
|
1,062
|
$
|
(356
|
)
|
$
|
1,738
|
$
|
2,445
|
|||||||||
|
Net income
|
—
|
—
|
—
|
181
|
181
|
|||||||||||||||
|
Other comprehensive loss
|
—
|
—
|
(19
|
)
|
—
|
(19
|
)
|
|||||||||||||
|
Share-based compensation
|
—
|
7
|
—
|
—
|
7
|
|||||||||||||||
|
Proceeds from issuance of common stock
|
—
|
32
|
—
|
—
|
32
|
|||||||||||||||
|
Balance at April 3, 2021
|
$
|
1
|
$
|
1,101
|
$
|
(375
|
)
|
$
|
1,919
|
$
|
2,646
|
|||||||||
|
Two Quarterly Periods Ended
|
Common
Stock
|
Additional
Paid-in Capital
|
Accumulated Other
Comprehensive Loss
|
Retained
Earnings
|
Total
|
|||||||||||||||
|
Balance at October 2, 2021
|
$
|
1
|
$
|
1,134
|
$
|
(296
|
)
|
$
|
2,341
|
$
|
3,180
|
|||||||||
|
Net income
|
—
|
—
|
—
|
326
|
326
|
|||||||||||||||
|
Other comprehensive income
|
—
|
—
|
115
|
—
|
115
|
|||||||||||||||
|
Share-based compensation
|
—
|
28
|
—
|
—
|
28
|
|||||||||||||||
|
Proceeds from issuance of common stock
|
—
|
22
|
—
|
—
|
22
|
|||||||||||||||
|
Common stock repurchased and retired
|
—
|
(10
|
)
|
—
|
(341
|
)
|
(351
|
)
|
||||||||||||
|
Balance at April 2, 2022
|
$
|
1
|
$
|
1,174
|
$
|
(181
|
)
|
$
|
2,326
|
$
|
3,320
|
|||||||||
|
Balance at September 26, 2020
|
$
|
1
|
$
|
1,034
|
$
|
(551
|
)
|
$
|
1,608
|
$
|
2,092
|
|||||||||
|
Net income
|
—
|
—
|
—
|
311
|
311
|
|||||||||||||||
|
Other comprehensive income
|
—
|
—
|
176
|
—
|
176
|
|||||||||||||||
|
Share-based compensation
|
—
|
28
|
—
|
—
|
28
|
|||||||||||||||
|
Proceeds from issuance of common stock
|
—
|
39
|
—
|
—
|
39
|
|||||||||||||||
|
Balance at April 3, 2021
|
$
|
1
|
$
|
1,101
|
$
|
(375
|
)
|
$
|
1,919
|
$
|
2,646
|
|||||||||
See notes to consolidated financial statements.
Consolidated Statements of Cash Flows
(Unaudited)
(in millions of dollars)
|
Two Quarterly Periods Ended
|
||||||||
|
April 2, 2022
|
April 3, 2021
|
|||||||
|
Cash Flows from Operating Activities:
|
||||||||
|
Net income
|
$
|
326
|
$
|
311
|
||||
|
Adjustments to reconcile net cash from operating activities:
|
||||||||
|
Depreciation
|
284
|
280
|
||||||
|
Amortization of intangibles
|
133
|
147
|
||||||
|
Non-cash interest expense
|
8
|
16
|
||||||
|
Deferred income tax
|
(43
|
)
|
(28
|
)
|
||||
|
Share-based compensation expense
|
28
|
28
|
||||||
|
Other non-cash operating activities, net
|
(14
|
)
|
51
|
|||||
|
Changes in working capital
|
(714
|
)
|
(156
|
)
|
||||
|
Changes in other assets and liabilities
|
(22
|
)
|
(11
|
)
|
||||
|
Net cash from operating activities
|
(14
|
)
|
638
|
|||||
|
Cash Flows from Investing Activities:
|
||||||||
|
Additions to property, plant and equipment, net
|
(367
|
)
|
(364
|
)
|
||||
|
Divestiture of business
|
3
|
143
|
||||||
|
Net cash from investing activities
|
(364
|
)
|
(221
|
)
|
||||
|
Cash Flows from Financing Activities:
|
||||||||
|
Proceeds from long-term borrowings
|
244
|
2,316
|
||||||
|
Repayments on long-term borrowings
|
(9
|
)
|
(2,683
|
)
|
||||
|
Proceeds from issuance of common stock
|
22
|
39
|
||||||
|
Repurchase of common stock
|
(351
|
)
|
—
|
|||||
|
Debt financing costs
|
—
|
(16
|
)
|
|||||
|
Net cash from financing activities
|
(94
|
)
|
(344
|
)
|
||||
|
Effect of currency translation on cash
|
3
|
20
|
||||||
|
Net change in cash and cash equivalents
|
(469
|
)
|
93
|
|||||
|
Cash and cash equivalents at beginning of period
|
1,091
|
750
|
||||||
|
Cash and cash equivalents at end of period
|
$
|
622
|
$
|
843
|
||||
See notes to consolidated financial statements.
Notes to Consolidated Financial Statements
(Unaudited)
(tables in millions of dollars, except per share data)
1. Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of Berry Global
Group, Inc. (“the Company,” “we,” or “Berry”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission for interim
reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts and disclosures at the date of the financial statements and during
the reporting period. Actual results could differ from those estimates. The Company’s U.S. based results for fiscal 2022 and fiscal 2021 are based on a fifty-two and fifty-three week period, respectively. The extra
week in fiscal 2021 occurred in the first quarter.
In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included, and
all subsequent events up to the time of the filing have been evaluated. For further information, refer to the Company’s most recent Form 10-K filed with the Securities and Exchange Commission.
2.
Recent Accounting Pronouncements
Reference Rate Reform
In 2020, the FASB issued ASU 2020-04, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic
848). This standard provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank
offered rates to alternative reference rates, such as SOFR. ASU 2020-04 is effective upon issuance and generally can be applied through the end of calendar year 2022. The Company is currently evaluating the impact and whether it plans to adopt the
optional expedients and exceptions provided under this new standard.
3. Revenue and Accounts Receivable
Our revenues are primarily derived from the sale of non-woven, flexible and rigid products to customers. Revenue is recognized when
performance obligations are satisfied, in an amount reflecting the consideration to which the Company expects to be entitled. We consider the promise to transfer products to be our sole performance obligation. If the consideration agreed to in a
contract includes a variable amount, we estimate the amount of consideration we expect to be entitled to in exchange for transferring the promised goods to the
customer using the most likely amount method. Our main source of variable consideration is customer rebates. There are no material instances where variable consideration is constrained and not recorded at the initial time of sale. Generally, our
revenue is recognized at a point in time for standard promised goods at the time of shipment, when title and risk of loss pass to the customer. The accrual for customer rebates was $101 million and $104 million at April 2, 2022 and October 2, 2021, respectively, and is included in
Other current liabilities on the Consolidated Balance Sheets. The Company disaggregates revenue based on reportable business segment, geography, and significant product line. Refer to Note 10. Segment and Geographic Data for further information.
Accounts receivable are presented net of allowance for credit losses of $19
million and $21 million at April 2, 2022
and October 2, 2021, respectively. The Company records its current expected credit losses based on a variety of factors including historical
loss experience and current customer financial condition. The changes to our current expected credit losses, write-off activity, and recoveries were not material for any of the periods presented.
The Company has entered into various factoring agreements, including customer-based supply chain financing programs, to sell certain
receivables to third-party financial institutions. Agreements which result in true sales of the transferred receivables, which occur when receivables are transferred without recourse to the Company, are reflected as a reduction of accounts receivable
on the consolidated balance sheets and the proceeds are included in the cash flows from operating activities in the consolidated statements of cash flows. The fees associated with the transfer of receivables for all programs were not material for any
of the periods presented.
4. Disposition
During fiscal 2022, the Company reached an initial agreement to sell our roto molding business which is operated in the Consumer Packaging
International segment for expected proceeds of $114 million, which is preliminary and subject to adjustment at closing. The Company reported
fiscal 2021 net sales of $146 million related to the business. For the period ended April 2, 2022, the Company classified assets of $156 million and liabilities of $49 million as
held for sale. The assets and liabilities held for sale are recorded in Prepaid expenses and other current assets, and Other current liabilities, respectively, on the Consolidated Balance Sheets.
5. Restructuring and Transaction Activities
The table below includes the significant components of restructuring and transaction activities, by reporting segment:
|
Quarterly Period Ended
|
Two Quarterly Periods Ended
|
|||||||||||||||
|
April 2, 2022
|
April 3, 2021
|
April 2, 2022
|
April 3, 2021
|
|||||||||||||
|
Consumer Packaging International
|
$
|
5
|
$
|
38
|
$
|
7
|
$
|
41
|
||||||||
|
Consumer Packaging North America
|
2
|
—
|
3
|
1
|
||||||||||||
|
Health, Hygiene & Specialties
|
—
|
—
|
(1
|
)
|
—
|
|||||||||||
|
Engineered Materials
|
1
|
—
|
2
|
(5
|
)
|
|||||||||||
|
Consolidated
|
$
|
8
|
$
|
38
|
$
|
11
|
$
|
37
|
||||||||
The table below sets forth the activity with respect to the restructuring and transaction activities accrual at April 2, 2022:
|
Restructuring
|
||||||||||||||||
|
Employee Severance
and Benefits
|
Facility
Exit Costs
|
Transaction
Activities
|
Total
|
|||||||||||||
|
Balance as of October 2, 2021
|
$
|
6
|
$
|
5
|
$
|
—
|
$
|
11
|
||||||||
|
Charges
|
3
|
6
|
2
|
11
|
||||||||||||
|
Cash
|
(3
|
)
|
(7
|
)
|
(2
|
)
|
(12
|
)
|
||||||||
|
Balance as of April 2, 2022
|
$
|
6
|
$
|
4
|
$
|
—
|
$
|
10
|
||||||||
6. Leases
The Company leases certain manufacturing facilities, warehouses, office space, manufacturing equipment, office equipment, and automobiles.
We recognize right-of-use assets and lease liabilities for leases with original lease terms greater than one year based on the present value of lease payments
over the lease term using our incremental borrowing rate on a collateralized basis. Short-term leases, with original lease terms of less than one year, are not recognized on the balance sheet. We are party to certain leases, namely for manufacturing
facilities, which offer renewal options to extend the original lease term. Renewal options are included in the right-of-use asset and lease liability based on our assessment of the probability that the options will be exercised.
Supplemental lease information is as follows:
|
Leases
|
Classification
|
April 2, 2022
|
October 2, 2021
|
||||||
|
Operating leases:
|
|||||||||
|
Operating lease right-of-use assets
|
|
$
|
536
|
$
|
562
|
||||
|
Current operating lease liabilities
|
|
110
|
113
|
||||||
|
Noncurrent operating lease liabilities
|
|
443
|
466
|
||||||
|
Finance leases:
|
|||||||||
|
Finance lease right-of-use assets
|
|
$
|
47
|
$
|
57
|
||||
|
Current finance lease liability
|
|
13
|
14
|
||||||
|
Noncurrent finance lease liabilities
|
|
30
|
38
|
||||||
|
Two Quarterly Periods Ended
|
||||||||||||
|
Lease Type
|
Cash Flow Classification
|
Lease Expense Category
|
April 2, 2022
|
April 3, 2021
|
||||||||
|
Operating
|
Operating
|
Lease cost
|
$
|
62
|
$
|
57
|
||||||
|
Finance
|
Operating
|
Interest expense
|
1
|
1
|
||||||||
|
Finance
|
Financing
|
-
|
9
|
16
|
||||||||
|
Finance
|
-
|
Amortization of right-of-use assets
|
5
|
7
|
||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities were $9 million and $21 million for the quarterly and two quarterly periods ended April 2, 2022,
respectively.
7. Long-Term Debt
Long-term debt consists of the following:
|
Facility
|
Maturity Date
|
April 2, 2022
|
October 2, 2021
|
||||||
|
Term loan
|
|
$
|
3,440
|
3,440
|
|||||
|
Revolving line of credit
|
|
244
|
—
|
||||||
|
0.95%
First Priority Senior Secured Notes
|
|
800
|
800
|
||||||
|
1.00%
First Priority Senior Secured Notes (a)
|
|
776
|
810
|
||||||
|
1.57%
First Priority Senior Secured Notes
|
|
1,525
|
1,525
|
||||||
|
4.875%
First Priority Senior Secured Notes
|
|
1,250
|
1,250
|
||||||
|
1.65%
First Priority Senior Secured Notes
|
|
400
|
400
|
||||||
|
1.50%
First Priority Senior Secured Notes (a)
|
|
416
|
434
|
||||||
|
4.50%
Second Priority Senior Secured Notes
|
|
300
|
300
|
||||||
|
5.625%
Second Priority Senior Secured Notes
|
|
500
|
500
|
||||||
|
Debt discounts and deferred fees
|
(69
|
)
|
(77
|
)
|
|||||
|
Finance leases and other
|
Various
|
64
|
78
|
||||||
|
Total long-term debt
|
9,646
|
9,460
|
|||||||
|
Current portion of long-term debt
|
(19
|
)
|
(21
|
)
|
|||||
|
Long-term debt, less current portion
|
$
|
9,627
|
9,439
|
||||||
| (a) |
Euro denominated
|
Debt discounts and deferred financing fees are presented net of
Long-term debt, less the current portion on the Consolidated Balance Sheets and are amortized to Interest expense, net on the Consolidated Statements of Income through maturity.
8. Financial Instruments and Fair Value Measurements
In the normal course of business, the Company is exposed to certain risks arising from business operations and economic factors. The Company
may use derivative financial instruments to help manage market risk and reduce the exposure to fluctuations in interest rates and foreign currencies. These financial instruments are not used for trading or other speculative purposes.
Cross-Currency Swaps
The Company is party to certain cross-currency swaps to hedge a portion of our foreign currency risk. The swap agreements mature May 2022 (€250 million), June 2024 (€1,625 million) and July
2027 (£700 million). In addition to cross-currency swaps, we hedge a portion of our foreign currency risk by designating foreign currency
denominated long-term debt as net investment hedges of certain foreign operations. As of April 2, 2022, we had outstanding long-term debt of
€785 million that was designated as a hedge of our net investment in certain euro-denominated foreign subsidiaries. When valuing cross-currency
swaps the Company utilizes Level 2 inputs (substantially observable).
Interest Rate Swaps
The primary purpose of the Company’s interest rate swap activities is to manage interest expense variability associated with our outstanding
variable rate term loan debt. When valuing interest rate swaps the Company utilizes Level 2 inputs (substantially observable).
As of April 2, 2022, the Company
effectively had (i) a $450 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 1.398%,
with an expiration in June 2026, (ii) a $400 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 1.916% with
an expiration in June 2026, (iii) a $884 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 1.857%,
with an expiration in June 2024, and (iv) a $473 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 2.050%,
with an expiration in June 2024.
The Company records the fair value positions of all derivative financial instruments on a net basis by
counterparty for which a master netting arrangement is utilized. Balances on a gross basis are as follows:
|
Derivative Instruments
|
Hedge Designation
|
Balance Sheet Location
|
April 2, 2022
|
October 2, 2021
|
||||||
|
Cross-currency swaps
|
Designated
|
Other long-term liabilities
|
$
|
222
|
$
|
323
|
||||
|
Interest rate swaps
|
Designated
|
Other assets
|
45
|
—
|
||||||
|
Interest rate swaps
|
Designated
|
Other long-term liabilities
|
—
|
82
|
||||||
|
Interest rate swaps
|
Not designated
|
Other assets
|
26
|
—
|
||||||
|
Interest rate swaps
|
Not designated
|
Other long-term liabilities
|
68
|
49
|
||||||
The effect of the Company’s derivative instruments on the Consolidated Statements of Income is as follows:
|
Quarterly Period Ended
|
Two Quarterly Periods Ended
|
||||||||||||||||
|
Derivative Instruments
|
Statements of Income Location
|
April 2, 2022
|
April 3, 2021
|
April 2, 2022
|
April 3, 2021
|
||||||||||||
|
Cross-currency swaps
|
Interest expense
|
$
|
(4
|
)
|
$
|
(1
|
)
|
$
|
(7
|
)
|
$
|
(4
|
)
|
||||
|
Interest rate swaps
|
Interest expense
|
12
|
17
|
24
|
34
|
||||||||||||
Non-recurring Fair Value Measurements
The Company has certain assets that are measured at fair value on a non-recurring basis when impairment indicators are present or when the
Company completes an acquisition. The Company adjusts certain long-lived assets to fair value only when the carrying values exceed the fair values. The categorization of the framework used to value the assets is considered Level 3, due to the
subjective nature of the unobservable inputs used to determine the fair value. These assets that are subject to our annual impairment analysis primarily include our definite lived and indefinite lived intangible assets, including Goodwill and our
property, plant and equipment. The Company reviews Goodwill and other indefinite lived assets for impairment as of the first day of the fourth fiscal quarter each year and more frequently if impairment indicators exist. The Company determined
Goodwill and other indefinite lived assets were not impaired in our annual fiscal 2021 assessment. No impairment indicators were identified
in the current quarter.
Included in the following table are the major categories of assets measured at fair value on a non-recurring basis as of
April 2, 2022 and October 2, 2021,
along with the impairment loss recognized on the fair value measurement during the period:
|
As of April 2, 2022
|
||||||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Impairment
|
||||||||||||||||
|
Indefinite-lived trademarks
|
$
|
—
|
$
|
—
|
$
|
248
|
$
|
248
|
$
|
—
|
||||||||||
|
Goodwill
|
—
|
—
|
5,091
|
5,091
|
—
|
|||||||||||||||
|
Definite lived intangible assets
|
—
|
—
|
1,844
|
1,844
|
—
|
|||||||||||||||
|
Property, plant, and equipment
|
—
|
—
|
4,650
|
4,650
|
—
|
|||||||||||||||
|
Total
|
$
|
—
|
$
|
—
|
$
|
11,833
|
$
|
11,833
|
$
|
—
|
||||||||||
|
As of October 2, 2021
|
||||||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Impairment
|
||||||||||||||||
|
Indefinite-lived trademarks
|
$
|
—
|
$
|
—
|
$
|
248
|
$
|
248
|
$
|
—
|
||||||||||
|
Goodwill
|
—
|
—
|
5,192
|
5,192
|
—
|
|||||||||||||||
|
Definite lived intangible assets
|
—
|
—
|
1,994
|
1,994
|
—
|
|||||||||||||||
|
Property, plant, and equipment
|
—
|
—
|
4,677
|
4,677
|
1
|
|||||||||||||||
|
Total
|
$
|
—
|
$
|
—
|
$
|
12,111
|
$
|
12,111
|
$
|
1
|
||||||||||
The Company’s financial instruments consist primarily of cash and
cash equivalents, long-term debt, interest rate and cross-currency swap agreements, and finance lease obligations. The book value of our marketable long-term indebtedness exceeded fair value by $212 million as of April 2, 2022. The Company’s long-term debt fair values were determined using Level 2 inputs (substantially observable).
9. Income Taxes
In comparison to the statutory rate, the higher effective tax rate for the quarter was negatively impacted by state taxes and global intangible low-taxed income
provisions, partially offset by other discrete items.
10. Segment and Geographic Data
The Company’s operations are organized into four
reporting segments: Consumer Packaging International, Consumer Packaging North America, Health, Hygiene & Specialties, and Engineered Materials. The structure is
designed to align us with our customers, provide optimal service, drive future growth, and to facilitate synergies realization.
Selected information by reportable segment is presented in the following tables:
|
Quarterly Period Ended
|
Two Quarterly Periods Ended
|
|||||||||||||||
|
April 2, 2022
|
April 3, 2021
|
April 2, 2022
|
April 3, 2021
|
|||||||||||||
|
Net sales:
|
||||||||||||||||
|
Consumer Packaging International
|
$
|
1,139
|
$
|
1,060
|
$
|
2,195
|
$
|
2,048
|
||||||||
|
Consumer Packaging North America
|
880
|
731
|
1,732
|
1,417
|
||||||||||||
|
Health, Hygiene & Specialties
|
822
|
781
|
1,640
|
1,521
|
||||||||||||
|
Engineered Materials
|
934
|
798
|
1,781
|
1,520
|
||||||||||||
|
Total net sales
|
$
|
3,775
|
$
|
3,370
|
$
|
7,348
|
$
|
6,506
|
||||||||
|
Operating income:
|
||||||||||||||||
|
Consumer Packaging International
|
$
|
97
|
$
|
59
|
$
|
166
|
$
|
135
|
||||||||
|
Consumer Packaging North America
|
85
|
77
|
131
|
136
|
||||||||||||
|
Health, Hygiene & Specialties
|
69
|
114
|
131
|
210
|
||||||||||||
|
Engineered Materials
|
90
|
83
|
142
|
156
|
||||||||||||
|
Total operating income
|
$
|
341
|
$
|
333
|
$
|
570
|
$
|
637
|
||||||||
|
Depreciation and amortization:
|
||||||||||||||||
|
Consumer Packaging International
|
$
|
82
|
$
|
87
|
$
|
164
|
$
|
171
|
||||||||
|
Consumer Packaging North America
|
53
|
54
|
107
|
110
|
||||||||||||
|
Health, Hygiene & Specialties
|
44
|
42
|
89
|
87
|
||||||||||||
|
Engineered Materials
|
27
|
29
|
57
|
59
|
||||||||||||
|
Total depreciation and amortization
|
$
|
206
|
$
|
212
|
$
|
417
|
$
|
427
|
||||||||
Selected information by geographical region is presented in the following tables:
|
Quarterly Period Ended
|
Two Quarterly Periods Ended
|
|||||||||||||||
|
April 2, 2022
|
April 3, 2021
|
April 2, 2022
|
April 3, 2021
|
|||||||||||||
|
Net sales:
|
||||||||||||||||
|
United States and Canada
|
$
|
1,996
|
$
|
1,728
|
$
|
3,948
|
$
|
3,405
|
||||||||
|
Europe
|
1,399
|
1,257
|
2,616
|
2,350
|
||||||||||||
|
Rest of world
|
380
|
385
|
784
|
751
|
||||||||||||
|
Total net sales
|
$
|
3,775
|
$
|
3,370
|
$
|
7,348
|
$
|
6,506
|
||||||||
11. Contingencies and Commitments
The Company is party to various legal proceedings involving routine claims which are incidental to its business. Although the Company’s legal
and financial liability with respect to such proceedings cannot be estimated with certainty, we believe that any ultimate liability would not be material to our financial statements.
The Company has various purchase commitments for raw materials, supplies, and property and equipment incidental to the ordinary conduct of
business.
12. Share Repurchase Program
During the quarterly period ended April 2, 2022,
the Company repurchased and retired 5,029 thousand shares for $300 million. For the two quarterly periods ended April 2, 2022, the Company repurchased and retired 5,756 thousand
shares for $351 million. Authorized share repurchases of $700 million remain available to the Company.
13. Basic and Diluted Earnings Per Share
Basic net income or earnings per share ("EPS") is calculated by dividing the net income attributable to common stockholders by the
weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted EPS includes the effects of options and restricted stock units, if dilutive.
The following tables provide a reconciliation of the numerator and denominator of the basic and diluted EPS calculations:
|
Quarterly Period Ended
|
Two Quarterly Periods Ended
|
|||||||||||||||
|
(in millions, except per share amounts)
|
April 2, 2022
|
April 3, 2021
|
April 2, 2022
|
April 3, 2021
|
||||||||||||
|
Numerator
|
||||||||||||||||
|
Consolidated net income
|
$
|
205
|
$
|
181
|
$
|
326
|
$
|
311
|
||||||||
|
Denominator
|
||||||||||||||||
|
Weighted average common shares outstanding - basic
|
133.8
|
134.3
|
134.6
|
133.9
|
||||||||||||
|
Dilutive shares
|
3.1
|
2.5
|
3.4
|
2.7
|
||||||||||||
|
Weighted average common and common equivalent shares outstanding - diluted
|
136.9
|
136.8
|
138.0
|
136.6
|
||||||||||||
|
Per common share earnings
|
||||||||||||||||
|
Basic
|
$
|
1.53
|
$
|
1.35
|
$
|
2.42
|
$
|
2.32
|
||||||||
|
Diluted
|
$
|
1.50
|
$
|
1.32
|
$
|
2.36
|
$
|
2.28
|
||||||||
1.2 million and 1.3 million shares, respectively, were excluded from the diluted EPS calculation for the quarterly and two quarterly periods ended April 2, 2022 as their effect would be
anti-dilutive. For the two quarterly periods ended April 3, 2021, 3.2 million shares were excluded.
14. Accumulated Other Comprehensive Loss
The components and activity of Accumulated other comprehensive loss are as follows:
|
Quarterly Period Ended
|
Currency
Translation
|
Defined Benefit
Pension and Retiree
Health Benefit Plans
|
Derivative
Instruments
|
Accumulated Other
Comprehensive Loss
|
||||||||||||
|
Balance at January 1, 2022
|
$
|
(176
|
)
|
$
|
(67
|
)
|
$
|
(46
|
)
|
$
|
(289
|
)
|
||||
|
Other comprehensive income before reclassifications
|
37
|
—
|
69
|
106
|
||||||||||||
|
Net amount reclassified
|
—
|
—
|
2
|
2
|
||||||||||||
|
Balance at April 2, 2022
|
$
|
(139
|
)
|
$
|
(67
|
)
|
$
|
25
|
$
|
(181
|
)
|
|||||
|
Currency
Translation
|
Defined Benefit
Pension and Retiree
Health Benefit Plans
|
Derivative
Instruments
|
Accumulated Other
Comprehensive Loss
|
|||||||||||||
|
Balance at January 2, 2021
|
$
|
(100
|
)
|
$
|
(116
|
)
|
$
|
(140
|
)
|
$
|
(356
|
)
|
||||
|
Other comprehensive income (loss) before reclassifications
|
(73
|
)
|
—
|
52
|
(21
|
)
|
||||||||||
|
Net amount reclassified
|
—
|
—
|
2
|
2
|
||||||||||||
|
Balance at April 3, 2021
|
$
|
(173
|
)
|
$
|
(116
|
)
|
$
|
(86
|
)
|
$
|
(375
|
)
|
||||
|
Two Quarterly Periods Ended
|
Currency
Translation
|
Defined Benefit
Pension and Retiree
Health Benefit Plans
|
Derivative
Instruments
|
Accumulated Other
Comprehensive Loss
|
||||||||||||
|
Balance at October 2, 2021
|
$
|
(154
|
)
|
$
|
(67
|
)
|
$
|
(75
|
)
|
$
|
(296
|
)
|
||||
|
Other comprehensive income before reclassifications
|
15
|
—
|
95
|
110
|
||||||||||||
|
Net amount reclassified
|
—
|
—
|
5
|
5
|
||||||||||||
|
Balance at April 2, 2022
|
$
|
(139
|
)
|
$
|
(67
|
)
|
$
|
25
|
$
|
(181
|
)
|
|||||
|
Currency
Translation
|
Defined Benefit
Pension and Retiree
Health Benefit Plans
|
Derivative
Instruments
|
Accumulated Other
Comprehensive Loss
|
|||||||||||||
|
Balance at September 26, 2020
|
$
|
(278
|
)
|
$
|
(116
|
)
|
$
|
(157
|
)
|
$
|
(551
|
)
|
||||
|
Other comprehensive income before reclassifications
|
105
|
—
|
67
|
172
|
||||||||||||
|
Net amount reclassified
|
—
|
—
|
4
|
4
|
||||||||||||
|
Balance at April 3, 2021
|
$
|
(173
|
)
|
$
|
(116
|
)
|
$
|
(86
|
)
|
$
|
(375
|
)
|
||||
Executive Summary
Business. The
Company’s operations are organized into four operating segments: Consumer Packaging International, Consumer Packaging North America, Health, Hygiene & Specialties, and Engineered Materials. The structure is designed to align us with our customers,
provide improved service, drive future growth, and to facilitate synergies realization. The Consumer Packaging International segment primarily consists of containers, closures and dispensing systems, pharmaceutical devices and packaging, bottles and
canisters, and technical components. The Consumer Packaging North America segment primarily consists of containers and pails, foodservice, closures, overcaps, bottles, prescription vials, and tubes. The Health, Hygiene & Specialties segment
primarily consists of nonwoven specialty materials, tapes and adhesives, and films used in hygiene, infection prevention, personal care, industrial, construction, and filtration applications. The Engineered Materials segment primarily consists of
stretch and shrink films, converter films, institutional can liners, food and consumer films, retail bags, and agriculture films.
Raw Material Trends. Our primary raw material is polymer resin. In addition, we use other materials such as butyl rubber, adhesives, paper and packaging
materials, linerboard, rayon, polyester fiber, and foil, in various manufacturing processes. While temporary industry-wide shortages of raw materials have occurred, we have historically been able to manage the supply chain disruption by working
closely with our suppliers and customers. Supply shortages can lead to increased raw material price volatility, which we have experienced in recent quarters. Increases in the price of raw materials are generally able to be passed on to customers
through contractual price mechanisms over time and other means. We expect supply chain challenges to continue throughout fiscal 2022 and will continue to work closely with our suppliers and customers in an effort to minimize any impact.
Outlook. The Company is affected by general economic and industrial growth, raw material availability, cost inflation, supply chain disruptions, and general
industrial production. The COVID-19 pandemic has resulted in both advantaged and disadvantaged products within all segments. During fiscal 2022, we anticipate a headwind as the advantaged products, particularly in our Health, Hygiene &
Specialties segment, related to the COVID-19 pandemic moderate while recovery of disadvantaged products lags with the ultimate impact being affected by both the duration certain products remain advantaged and timing of when disadvantaged products
normalize. Our business has both geographic and end market diversity, which reduces the effect of any one of these factors on our overall performance. Our results are affected by our ability to pass through raw material and other cost changes to our
customers, improve manufacturing productivity and adapt to volume changes of our customers. We believe that by providing advantaged products in targeted markets, our underlying long-term demand fundamental in all divisions will remain strong as we
focus on delivering protective solutions that enhance consumer safety and execute on the Company’s mission statement of “Always Advancing to Protect What’s Important.” For fiscal 2022, we project cash flow from operations between $1.75 billion and $1.65 billion, which assumes the benefit from the lag in recovery of inflation, improved supply chains, and
free cash flow between $1 billion and $900 million. Projected fiscal 2022 free cash flow assumes $750 million of capital spending. In
addition, we repurchased 5,756 thousand shares for $351 million in the first half of the fiscal year and expect to continue repurchases in the second half of the fiscal year if current valuations persist. For the calculation of free cash flow and
further information related to free cash flow as a non-GAAP financial measure, see “Liquidity and Capital Resources.”
Results of Operations
Comparison of the Quarterly Period Ended April 2, 2022 (the “Quarter”) and the Quarterly Period Ended April 3, 2021 (the “Prior Quarter”)
Business integration expenses consist of restructuring and impairment charges, divestiture related costs, and other business
optimization costs. Tables present dollars in millions.
|
Consolidated Overview
|
||||||||||||||||
|
Quarter
|
Prior Quarter
|
$ Change
|
% Change
|
|||||||||||||
|
Net sales
|
$
|
3,775
|
$
|
3,370
|
$
|
405
|
12
|
%
|
||||||||
|
Cost of goods sold
|
3,154
|
2,706
|
448
|
17
|
%
|
|||||||||||
|
Other operating expenses
|
280
|
331
|
(51
|
)
|
(15
|
)%
|
||||||||||
|
Operating income
|
$
|
341
|
$
|
333
|
$
|
8
|
2
|
%
|
||||||||
Net Sales: The net sales growth is primarily attributed to increased selling prices of $576 million due to the pass through of inflation. This increase was partially offset by an organic
volume decline of 2%, a $64 million unfavorable impact from foreign currency changes, extra shipping days in the Prior Quarter of $19 million, and Prior Quarter divestiture sales of $14 million. The volume decline is primarily attributed to
supply chain disruptions and the moderation of advantaged products related to the COVID-19 pandemic.
Cost of goods sold: The cost of goods
sold increase is attributed to inflation, partially offset by the volume decline, a decrease from foreign currency changes, extra shipping days in the Prior Quarter, and Prior Quarter divestiture cost of goods sold of $12 million.
Other operating expenses: The other
operating expenses decrease is primarily attributed to a decrease in business integration expense and selling, general, and administrative expense.
Operating Income: The operating income increase is primarily attributed to a $37 million decrease in
business integration expense, and a decrease in selling, general, and administrative expenses, partially offset by a $13 million unfavorable impact from price cost spread and negative product mix, a $12 million unfavorable impact from foreign
currency, and a $10 million unfavorable impact from the volume decline.
|
Consumer Packaging International
|
||||||||||||||||
|
Quarter
|
Prior Quarter
|
$ Change
|
% Change
|
|||||||||||||
|
Net sales
|
$
|
1,139
|
$
|
1,060
|
$
|
79
|
7
|
%
|
||||||||
|
Operating income
|
$
|
97
|
$
|
59
|
$
|
38
|
64
|
%
|
||||||||
Net Sales: The net sales growth in the
Consumer Packaging International segment is primarily attributed to increased selling prices of $144 million due to the pass through of inflation, partially offset by a $51 million unfavorable impact from foreign currency changes and Prior Quarter
divestiture sales of $14 million.
Operating Income: The operating income increase is primarily attributed to a $39 million decrease in business integration expense and a $4 million decrease in amortization expense,
partially offset by a $9 million unfavorable impact from foreign currency.
|
Consumer Packaging North America
|
||||||||||||||||
|
Quarter
|
Prior Quarter
|
$ Change
|
% Change
|
|||||||||||||
|
Net sales
|
$
|
880
|
$
|
731
|
$
|
149
|
20
|
%
|
||||||||
|
Operating income
|
$
|
85
|
$
|
77
|
$
|
8
|
10
|
%
|
||||||||
Net Sales: The net sales growth in the
Consumer Packaging North America segment is primarily attributed to increased selling prices of $155 million due to the pass through of inflation.
Operating Income: The operating income
increase is primarily attributed to an $11 million favorable impact from price cost spread.
|
Health, Hygiene & Specialties
|
||||||||||||||||
|
Quarter
|
Prior Quarter
|
$ Change
|
% Change
|
|||||||||||||
|
Net sales
|
$
|
822
|
$
|
781
|
$
|
41
|
5
|
%
|
||||||||
|
Operating income
|
$
|
69
|
$
|
114
|
$
|
(45
|
)
|
(39
|
)%
|
|||||||
Net Sales: The net sales growth in the Health, Hygiene & Specialties segment is primarily attributed to increased selling prices of $82 million due to the pass through of inflation,
partially offset by a 3% volume decline, and a $10 million unfavorable impact from foreign currency changes. The volume decline is primarily attributed to the moderation of advantaged products related to the COVID-19 pandemic.
Operating Income: The operating income
decrease is primarily attributed to a $39 million unfavorable impact from price cost spread and negative product mix.
|
Engineered Materials
|
||||||||||||||||
|
Quarter
|
Prior Quarter
|
$ Change
|
% Change
|
|||||||||||||
|
Net sales
|
$
|
934
|
$
|
798
|
$
|
136
|
17
|
%
|
||||||||
|
Operating income
|
$
|
90
|
$
|
83
|
$
|
7
|
8
|
%
|
||||||||
Net Sales: The net sales growth in the Engineered Materials segment is primarily attributed to increased selling prices of $195 million due to the pass through of inflation, partially offset
by a volume decline of 6%. The volume decline is primarily attributed to supply chain disruptions.
Operating Income: The operating income
increase is primarily attributed to a $13 million favorable impact from price cost spread, partially offset by the unfavorable impact from the volume decline.
|
Other expense, net
|
||||||||||||||||
|
Quarter
|
Prior Quarter
|
$ Change
|
% Change
|
|||||||||||||
|
Other expense, net
|
$
|
6
|
$
|
6
|
$
|
—
|
—
|
|||||||||
The other expense in the Quarter is primarily attributed to a loss on asset disposals. The Prior Quarter expense is primarily attributed to
debt extinguishment costs, partially offset by favorable foreign currency changes related to the remeasurement of non-operating intercompany balances.
|
Interest expense, net
|
||||||||||||||||
|
Quarter
|
Prior Quarter
|
$ Change
|
% Change
|
|||||||||||||
|
Interest expense, net
|
$
|
71
|
$
|
84
|
$
|
(13
|
)
|
(15
|
)%
|
|||||||
The interest expense decrease is
primarily the result of refinancing activities and repayment of borrowings in fiscal 2021.
Changes in Comprehensive Income
The $151 million improvement in comprehensive income from the Prior Quarter is primarily attributed to a $24 million improvement in net income, a $17 million favorable change in the fair
value of derivative instruments, net of tax, and a $110 million favorable change in currency translation. Currency translation gains and losses are primarily related to non-U.S. subsidiaries with a functional currency other than U.S. dollars whereby assets and liabilities are
translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation in the YTD was primarily attributed to locations utilizing the euro, British pound sterling, Brazilian real,
Canadian dollar, Chinese renminbi and Mexican peso as the functional currency. As part of the overall risk management, the Company uses derivative instruments to (i) reduce our exposure to changes in interest rates attributed to the Company’s
borrowings and (ii) reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these
instruments in fiscal 2022 versus fiscal 2021
is primarily attributed to the change in the forward interest and foreign exchange curves between measurement dates.
Comparison of the Two Quarterly Periods Ended April 2, 2022 (the “YTD”) and the Two Quarterly Periods Ended April 3, 2021 (the “Prior YTD”)
The Company’s U.S. based results for the YTD and Prior YTD are based on a twenty-six and twenty-seven week period,
respectively. Business integration expenses consist of restructuring and impairment charges, divestiture related costs, and other business optimization costs. Tables present dollars in millions.
|
Consolidated Overview
|
||||||||||||||||
|
YTD
|
Prior YTD
|
$ Change
|
% Change
|
|||||||||||||
|
Net sales
|
$
|
7,348
|
$
|
6,506
|
$
|
842
|
13
|
%
|
||||||||
|
Cost of goods sold
|
6,192
|
5,224
|
968
|
19
|
%
|
|||||||||||
|
Other operating expenses
|
586
|
645
|
(59
|
)
|
(9
|
)%
|
||||||||||
|
Operating income
|
$
|
570
|
$
|
637
|
$
|
(67
|
)
|
(11
|
)%
|
|||||||
Net Sales: The net sales growth is primarily attributed to increased selling prices of $1.3 billion due to the pass through of inflation. This increase was partially offset by an organic
volume decline of 3%, extra days in the Prior YTD of $131 million, an $81 million unfavorable impact from foreign currency changes, and Prior YTD divestiture sales of $62 million. The volume decline is primarily attributed to supply chain
disruptions and the moderation of advantaged products related to the COVID-19 pandemic.
Cost of goods sold: The cost of goods
sold increase is attributed to inflation, partially offset by the volume decline, a decrease from foreign currency changes, extra days in the Prior YTD, and Prior YTD divestiture cost of goods sold of $50 million.
Other operating expenses: The other
operating expenses decrease is primarily attributed to a decrease in business integration expense, selling, general, and administrative expense, and amortization expense.
Operating Income: The operating income decrease is primarily attributed to a $54
million unfavorable impact from price cost spread, a $25 million unfavorable impact from the volume decline, a $22 million decrease from extra shipping days in
the Prior YTD, a $15 million unfavorable impact from foreign currency, and a negative impact from Prior YTD divestiture operating income, partially
offset by a $46 million decrease in business integration expense, and a decrease in selling, general, and administrative expenses.
|
Consumer Packaging International
|
||||||||||||||||
|
YTD
|
Prior YTD
|
$ Change
|
% Change
|
|||||||||||||
|
Net sales
|
$
|
2,195
|
$
|
2,048
|
$
|
147
|
7
|
%
|
||||||||
|
Operating income
|
$
|
166
|
$
|
135
|
$
|
31
|
23
|
%
|
||||||||
Net Sales: The net sales growth in the
Consumer Packaging International segment is primarily attributed to increased selling prices of $260 million due to the pass through of inflation, partially offset by a $67 million unfavorable impact from foreign currency changes and Prior YTD
divestiture sales of $28 million.
Operating Income: The operating income increase is primarily attributed to a $47 million decrease in business integration expense and a decrease in depreciation and amortization
expense, partially offset by an $11 million unfavorable impact from foreign currency and a $9 million unfavorable impact from price cost spread.
|
Consumer Packaging North America
|
||||||||||||||||
|
YTD
|
Prior YTD
|
$ Change
|
% Change
|
|||||||||||||
|
Net sales
|
$
|
1,732
|
$
|
1,417
|
$
|
315
|
22
|
%
|
||||||||
|
Operating income
|
$
|
131
|
$
|
136
|
$
|
(5
|
)
|
(4
|
)%
|
|||||||
Net Sales: The net sales growth in the
Consumer Packaging North America segment is primarily attributed to increased selling prices of $371 million due to the pass through of inflation, partially offset by a $40 million decrease from extra shipping days in the Prior YTD.
Operating Income: The operating income
decrease is primarily attributed to a $7 million decrease from extra shipping days in the Prior YTD.
|
Health, Hygiene & Specialties
|
||||||||||||||||
|
YTD
|
Prior YTD
|
$ Change
|
% Change
|
|||||||||||||
|
Net sales
|
$
|
1,640
|
$
|
1,521
|
$
|
119
|
8
|
%
|
||||||||
|
Operating income
|
$
|
131
|
$
|
210
|
$
|
(79
|
)
|
(38
|
)%
|
|||||||
Net Sales: The net sales growth in the Health, Hygiene & Specialties segment is primarily attributed to increased selling prices of $225 million due to the pass through of inflation,
partially offset by a 4% volume decline, and a $42 million decrease from extra shipping days in the Prior YTD. The volume decline is
primarily attributed to supply chain disruptions and the moderation of advantaged products related to the COVID-19 pandemic.
Operating Income: The operating income
decrease is primarily attributed to a $61 million unfavorable impact from price cost spread, an $11 million unfavorable impact from the volume decline, and an $8 million decrease from extra shipping days in the Prior YTD.
|
Engineered Materials
|
||||||||||||||||
|
YTD
|
Prior YTD
|
$ Change
|
% Change
|
|||||||||||||
|
Net sales
|
$
|
1,781
|
$
|
1,520
|
$
|
261
|
17
|
%
|
||||||||
|
Operating income
|
$
|
142
|
$
|
156
|
$
|
(14
|
)
|
(9
|
)%
|
|||||||
Net Sales: The net sales growth in the Engineered Materials segment is primarily attributed to increased selling prices of $426 million due to the pass through of inflation, partially offset
by a volume decline of 5%, a $44 million decrease from extra shipping days in the Prior YTD, and Prior YTD divestiture sales of $34 million. The volume decline is primarily attributed to supply chain disruptions.
Operating Income: The operating income
decrease is primarily attributed to a $13 million impact from Prior YTD divestiture operating income, a $9 million unfavorable impact from the volume decline, and a decrease from extra shipping days in the Prior YTD, partially offset by a $13 million
favorable impact from price cost spread.
|
Other expense
|
||||||||||||||||
|
YTD
|
Prior YTD
|
$ Change
|
% Change
|
|||||||||||||
|
Other expense
|
$
|
6
|
$
|
31
|
$
|
(25
|
)
|
(81
|
)%
|
|||||||
The other expense decrease is primarily attributed to foreign currency changes related to the remeasurement of non-operating intercompany
balances in the Prior YTD.
|
Interest expense
|
||||||||||||||||
|
YTD
|
Prior YTD
|
$ Change
|
% Change
|
|||||||||||||
|
Interest expense
|
$
|
142
|
$
|
181
|
$
|
(39
|
)
|
(22
|
)%
|
|||||||
The interest expense decrease is
primarily the result of refinancing activities and repayments of borrowings in fiscal 2021.
Changes in Comprehensive Income
The $46 million decline in comprehensive income from the Prior YTD was primarily attributed to a $15 million improvement in net income, a $90 million unfavorable change in currency
translation, and a $29 million favorable
change in the fair value of derivative instruments, net of tax. Currency translation gains and losses are primarily related to non-U.S. subsidiaries with a functional currency other than U.S. dollars whereby assets and liabilities are translated from
the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation in the YTD was primarily attributed to locations utilizing the euro, British pound sterling, Brazilian real, Canadian dollar,
Chinese renminbi and Mexican peso as the functional currency. As part of the overall risk management, the Company uses derivative instruments to (i) reduce our exposure to changes in interest rates attributed to the Company’s borrowings and (ii)
reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in fiscal 2022 versus fiscal 2021 is primarily
attributed to the change in the forward interest and foreign exchange curves between measurement dates.
Liquidity and Capital Resources
Senior Secured Credit Facility
We manage our global cash requirements considering (i) available funds among the many subsidiaries through which we conduct business, (ii) the
geographic location of our liquidity needs, and (iii) the cost to access international cash balances. At the end of the Quarter, the Company had an outstanding balance of $244 million on its $950 million asset-based revolving line of credit that matures in May 2024. The Company was in compliance with all covenants at the end of the Quarter.
Cash Flows
Net cash from operating activities decreased
$652 million from the Prior YTD primarily attributed to working capital inflation and timing of payables.
Net cash used in investing activities increased
$143 million from the Prior YTD primarily attributed to fewer proceeds from business divestiture.
Net cash used in financing activities decreased
$250 million from the Prior YTD primarily attributed to higher net borrowings, partially offset by repurchases of common stock in the YTD.
Share Repurchases
During fiscal 2022, the Company repurchased 5.8
million shares for $351 million. Authorized share repurchases of $700 million remain available to the Company.
Free Cash Flow
Our consolidated free cash flow for the YTD and Fiscal 2022 Outlook are summarized as follows:
|
April 2, 2022
|
Fiscal 2022 Outlook
|
|||||||
|
Cash flow from operating activities
|
$
|
(14
|
)
|
$
|
1,650-1,750
|
|||
|
Additions to property, plant and equipment, net
|
(367
|
)
|
(750
|
)
|
||||
|
Free cash flow
|
$
|
(381
|
)
|
$
|
900-1,000
|
|||
We use free cash flow as a supplemental measure of liquidity as it assists us in assessing our ability to fund growth through generation of cash. Free cash
flow may be calculated differently by other companies, including other companies in our industry or peer group, limiting its usefulness on a comparative basis. Free cash flow is not a financial measure presented in accordance with generally accepted
accounting principles ("GAAP") and should not be considered as an alternative to any other measure determined in accordance with GAAP.
Liquidity Outlook
At April 2, 2022, our cash balance
was $622 million, which was primarily located outside the U.S. We believe our existing U.S. based cash and cash flow from U.S. operations,
together with available borrowings under our senior secured credit facilities, will be adequate to meet our short-term and long-term liquidity needs with the exception of funds needed to cover all long-term debt obligations, which we intend to
refinance prior to maturity. The Company has the ability to repatriate the cash located outside the U.S. to the extent not needed to meet operational and capital needs without significant restrictions.
Summarized Guarantor Financial Information
Berry Global, Inc. (“Issuer”) has notes outstanding which are fully, jointly, severally, and unconditionally guaranteed by its parent, Berry Global Group, Inc.
(for purposes of this section, “Parent”) and substantially all of Issuer’s domestic subsidiaries. Separate narrative information or financial statements of the guarantor subsidiaries have not been included because they are 100% owned by Parent and the
guarantor subsidiaries unconditionally guarantee such debt on a joint and several basis. A guarantee of a guarantor subsidiary of the securities will terminate upon the following customary circumstances: the sale of the capital stock of such guarantor
if such sale complies with the indentures, the designation of such guarantor as an unrestricted subsidiary, the defeasance or discharge of the indenture or in the case of a restricted subsidiary that is required to guarantee after the relevant issuance
date, if such guarantor no longer guarantees certain other indebtedness of Issuer. The guarantees of the guarantor subsidiaries are also limited as necessary to prevent them from constituting a fraudulent conveyance under applicable law and any
guarantees guaranteeing subordinated debt are subordinated to certain other of the Company’s debts. Parent also guarantees Issuer’s term loans and revolving credit facilities. The guarantor subsidiaries guarantee our term loans and are co-borrowers
under our revolving credit facility.
Presented below is summarized financial information for the Parent, Issuer and guarantor subsidiaries on a combined basis, after intercompany transactions have
been eliminated.
|
Two Quarterly Periods Ended
|
||||
|
April 2, 2022
|
||||
|
Net sales
|
$
|
3,813
|
||
|
Gross profit
|
599
|
|||
|
Earnings from continuing operations
|
175
|
|||
|
Net income
|
$
|
175
|
||
Includes $2 million of income associated with
intercompany activity with non-guarantor subsidiaries.
|
April 2, 2022
|
October 2, 2021
|
|||||||
|
Assets
|
||||||||
|
Current assets
|
$
|
2,033
|
$
|
2,293
|
||||
|
Noncurrent assets
|
6,044
|
5,979
|
||||||
|
Liabilities
|
||||||||
|
Current liabilities
|
$
|
1,094
|
$
|
1,533
|
||||
|
Intercompany payable
|
634
|
629
|
||||||
|
Noncurrent liabilities
|
11,097
|
11,083
|
||||||
Interest Rate Risk
We are exposed to market risk from changes in interest rates primarily through our senior secured credit facilities. Our senior secured credit
facilities are comprised of (i) $3.4 billion term loans and (ii) a $950 million revolving credit facility with $244 million outstanding.
Borrowings under our senior secured credit facilities bear interest at a rate equal to an applicable margin plus LIBOR. The applicable margin for LIBOR rate borrowings under the revolving credit facility ranges from 1.25% to 1.50%, and the margin for term loans is
1.75% per annum. As of period end, the LIBOR rate of approximately 0.46% was applicable to the term loans. A 0.25% change in LIBOR would increase our annual interest expense by $3 million on variable rate term loans.
We seek to minimize interest rate volatility risk through regular operating and financing activities and, when deemed appropriate, through the
use of derivative financial instruments. These financial instruments are not used for trading or other speculative purposes. (See Note 8.)
Foreign Currency Risk
As a global company, we face foreign currency risk exposure from fluctuating currency exchange rates, primarily the U.S. dollar against the
euro, British pound sterling, Brazilian real, Chinese renminbi, Canadian dollar and Mexican peso. Significant fluctuations in currency rates can have a substantial impact, either positive or negative, on our revenue, cost of sales, and operating
expenses. Currency translation gains and losses are primarily related to non-U.S. subsidiaries with a functional currency other than U.S. dollars whereby assets and liabilities are translated from the respective functional currency into U.S. dollars
using period-end exchange rates and impact our Comprehensive income. A 10% decline in foreign currency exchange rates would have had a $6
million unfavorable impact on our Net income for the two quarterly periods ended April 2, 2022. (See Note 8.)
(a) Evaluation of disclosure controls and procedures.
Under applicable Securities and Exchange Commission regulations, management of a reporting company, with the participation of the principal
executive officer and principal financial officer, must periodically evaluate the company’s “disclosure controls and procedures,” which are defined generally as controls and other procedures of a reporting company designed to ensure that information
required to be disclosed by the reporting company in its periodic reports filed with the commission (such as this Form 10-Q) is recorded, processed, summarized, and reported on a timely basis.
The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of
the effectiveness of the design and operation of the disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and
operation of our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report.
(b) Changes in internal control over financial reporting.
There were no changes in our internal control over financial reporting that occurred during the Quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
Part II. Other Information
There have been no material changes in legal proceedings from the items disclosed in our Form 10-K filed with the Securities and Exchange
Commission.
On February 24, 2022, Russia launched an invasion of Ukraine which has resulted in increased volatility in various sectors and markets. The
extent and duration of the military action, resulting sanctions and future market disruptions in the region are not currently known. While the Company’s sales and assets in Russia are immaterial, the effects of the hostilities and sanctions may spill
over to our customers and negatively impact their operations. Additionally, the ongoing military action along with the potential for a wider conflict could further increase market volatility and cause negative effects on regional and global economic
markets, industries, and companies.
Before investing in our securities, we recommend that investors carefully consider the risks described in our most recent Form 10-K filed with
the Securities and Exchange Commission, including those under the heading “Risk Factors” and other information contained in this Quarterly Report. Realization of any of these risks could have a material adverse effect on our business, financial
condition, cash flows and results of operations.
Additionally, we caution readers that the list of risk factors discussed in our most recent Form 10-K may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this
report may not in fact occur. Accordingly, readers should not place undue reliance on those statements.
Issuer Repurchases of Equity Securities
The following table summarizes the Company's repurchases of its common stock during the Quarterly Period ended April 2, 2022.
|
Fiscal Period
|
Total Number of
Shares Purchased
|
Average Price
Paid Per Share
|
Total Number of Shares
Purchased as Part of Publicly
Announced Programs
|
Dollar Value of Shares that
May Yet be Purchased Under
the Program (in millions) (a)
|
||||||||||||
|
January
|
164,100
|
$
|
61.75
|
164,100
|
$
|
990
|
||||||||||
|
February
|
2,405,334
|
61.16
|
2,405,334
|
843
|
||||||||||||
|
March
|
2,459,076
|
58.05
|
2,459,076
|
700
|
||||||||||||
|
Total
|
5,028,510
|
$
|
59.66
|
5,028,510
|
$
|
700
|
||||||||||
| (a) |
All open market purchases during the quarter were made under the fiscal 2022 authorization
from our board of directors to purchase up to $1 billion of shares of common stock. (See Note 12.)
|
|
Exhibit No.
|
Description of Exhibit
|
|
|
22.1*
|
Subsidiary Guarantors
|
|
|
31.1*
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
|
|
|
31.2*
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
|
|
|
32.1**
|
Section 1350 Certification of the Chief Executive Officer.
|
|
|
32.2**
|
Section 1350 Certification of the Chief Financial Officer.
|
|
|
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document).
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
104
|
Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).
|
| * |
Filed herewith
|
| ** |
Furnished herewith
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
|
Berry Global Group, Inc.
|
|||
|
May 5, 2022
|
By:
|
/s/ Mark W. Miles
|
|
|
Mark W. Miles
|
|||
|
Chief Financial Officer
|
|||