Strategy Update
- Successful completion of the spin of Berry’s Health, Hygiene
and Specialties Global Nonwovens and Films Business (‘HHNF’) and
merger with Glatfelter Corporation in November
- Entered into a definitive merger agreement with Amcor, to
combine, in an all-stock transaction and expected to be completed
in the middle of calendar 2025
- Announcement of the sale of our Tapes business; Closed in early
February 2025
First Quarter Highlights
- GAAP: Net sales of $2.4 billion; Operating income of $152
million; Earnings per share of $0.69
- Non-GAAP: Operating EBITDA of $378 million; Adjusted earnings
per share of $1.09
- Organic volume growth of +2%
- Operating EBITDA growth of +4% and Adjusted EPS growth of
+5%
- Reaffirmed fiscal year 2025 guidance
Kevin Kwilinski, Berry’s CEO, stated, “We had a very busy
quarter to start fiscal 2025, continuing our transition into a more
streamlined and focused provider of consumer packaging solutions.
Our recent strategic actions, including the completion of the
spin-off/merger of our HHNF business, announcement of the expected
combination with Amcor, and the sale of our Tapes business, mark
significant milestones in our journey. These actions, combined with
our commitment to innovation and sustainability, position us for
sustainable long-term growth. I want to also acknowledge the hard
work, dedication and focus by all of our team members around the
world during these eventful times.
Financially, we had a strong start to fiscal 2025, delivering 2%
organic volume growth and a 5% increase in adjusted earnings per
share compared to the prior year. Our intentional focus on
fast-moving consumer goods will lead to more predictable earnings
growth and cash generation, providing stability and resilience to
our business. We are confident that our strategic investments and
operational excellence will continue to enhance value for our
shareholders.
Today we are reaffirming our guidance and, looking ahead into
fiscal 2025, we anticipate continued low-single digit volume
growth, as demonstrated over the last three quarters, along with
strong adjusted free cash flow. As we move forward, we will deliver
enhanced value to our shareholders by pursuing three key strategic
objectives: accelerating organic growth, increasing margins through
improved operations, and deleveraging.”
Key Financials (1)
December Quarter
Reported
GAAP results
2024
2023
Δ%
Net sales
$
2,385
$
2,333
2
%
Operating income
152
165
(8
%)
EPS (diluted)
0.69
0.55
25
%
December Quarter
Reported
Comparable
Adjusted non-GAAP results
2024
2023
Δ%
Δ%
Operating EBITDA
378
365
4
%
4
%
Adjusted EPS (diluted)
1.09
1.04
5
%
5
%
(1)
Adjusted non-GAAP results exclude items
not considered to be ongoing operations. In addition, comparable
change % excludes the impacts of foreign currency, acquisitions,
and recent divestitures. Further details related to non-GAAP
measures and reconciliations can be found under our “Non-GAAP
Financial Measures and Estimates” section and in reconciliation
tables in this release. In millions of USD, except per share
data.
Financial Results – First Quarter
2025
Consolidated Overview
Net sales increased 2%, to $2.4 billion, primarily attributed to
organic volume growth of 2%, increased selling prices, and current
year acquisitions, partially offset by prior year divestiture
sales. All three segments delivered positive organic volume
growth.
The operating income decrease is primarily attributed to an
increase in business integration costs primarily associated with
the proposed merger with Amcor. These costs were partially offset
by 2% organic volume growth and a $16 million favorable impact from
price cost spread.
Consumer Packaging – International
Net sales decreased by 3% compared to the prior year, coming in
at $885 million. The decrease was primarily attributed to prior
year divestiture sales, partially offset by 1% organic volume
growth and the impact of higher selling prices. The organic volume
increase was primarily driven by emerging market growth and share
gains offsetting a weaker demand environment in Europe.
The operating income change is primarily attributed to an
increase in general administrative and business integration costs,
partially offset by a $15 million favorable impact from price cost
spread.
Consumer Packaging – North America
Net sales increased 10% to $769 million primarily driven by 4%
organic volume growth, along with higher selling prices and a 2%
benefit from acquisition sales. The volume growth was broad based
and led by our food, beverage, and foodservice markets.
The operating income change is primarily attributed to an
increase in general administrative and business integration costs,
offset by 4% organic volume growth.
Flexibles
Net sales increased by 2%, reaching $731 million, primarily
driven by increased selling prices and organic volume growth of 1%.
The organic volume growth is primarily driven by the continued
recovery in European industrial markets.
The operating income decrease is primarily attributed to an
increase in general administrative and business integration costs,
partially offset by 1% organic volume growth.
Cash Returns to
Shareholders
Berry generates significant cash flow and is committed to
returning capital to shareholders. This annual cash flow provides
substantial capacity to simultaneously reinvest in the business for
organic growth, pay down debt, pursue bolt-on acquisitions, and
return cash to shareholders through a compelling dividend as well
as share repurchases. We expect to further reduce leverage in
fiscal 2025, while also returning cash to shareholders during the
year, subject to market conditions, available cash on hand and cash
needs, overall financial condition, and other factors considered
relevant by our Board of Directors.
Dividend and Share Repurchases
As previously announced, Berry’s Board of Directors declared a
quarterly cash dividend of $0.31 per share payable on March 17,
2025 to stockholders of record as of March 3, 2025. Berry did not
repurchase any shares during the first fiscal quarter of fiscal
2025.
Fiscal Year 2025 Guidance -
Reaffirmed
- Adjusted earnings per share range of $6.10-$6.60 (Fiscal 2024
comparable ~$6.00)
- Cash flow from operations of $1.125-$1.225 billion; free cash
flow of $600-$700 million
- Committed to further debt reduction
Due to the pending transaction with Amcor plc, the Company
will not host a quarterly conference
call to review its first quarter results. We have posted this
release and a presentation regarding our first fiscal 2025 quarter
on the Company’s website at
https://ir.berryglobal.com/financials.
About Berry
At Berry Global Group, Inc. (NYSE: BERY), we create innovative
packaging solutions that we believe make life better for people and
the planet. We do this every day by leveraging our unmatched global
capabilities, sustainability leadership, and deep innovation
expertise to serve customers of all sizes around the world.
Harnessing the strength in our diversity and industry-leading
talent of over 34,000 global employees across more than 200
locations, we partner with customers to develop, design, and
manufacture innovative products with an eye toward the circular
economy. The challenges we solve and the innovations we pioneer
benefit our customers at every stage of their journey. For more
information, visit our website, or connect with us on LinkedIn or
X.
Non-GAAP Financial Measures and
Estimates
This press release includes non-GAAP financial measures such as
operating EBITDA, Adjusted operating income, Adjusted earnings per
share (or adjusted EPS), free cash flow, and comparable basis net
sales, comparable adjusted EPS and comparable operating EBITDA. A
reconciliation of these non-GAAP financial measures to comparable
measures determined in accordance with accounting principles
generally accepted in the United States of America (GAAP) is set
forth at the end of this press release. Fiscal year 2025 cash flow
from operations, free cash flow and adjusted earnings per share
guidance excludes the impact from the Amcor/Berry combination
transaction. Information reconciling forward-looking adjusted EPS
and free cash flow is not provided because such information is not
available without unreasonable effort due to the high variability,
complexity, and low visibility with respect to certain items,
including debt refinancing activity or other non-comparable items.
These items are uncertain, depend on various factors, and could be
material to our results computed in accordance with U.S. GAAP.
Important Information for Investors and
Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy or exchange any securities or a
solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. It does not constitute a
prospectus or prospectus equivalent document. No offering or sale
of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the US Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
In connection with the proposed transaction between Berry Global
Group, Inc. (“Berry”) and Amcor plc (“Amcor”), on January 13, 2025,
Amcor filed with the Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4, as amended on January 21,
2025, containing a joint proxy statement of Berry and Amcor that
also constitutes a prospectus of Amcor (the “Joint Proxy
Statement/Prospectus”). The registration statement was declared
effective by the SEC on January 23, 2025, and Berry and Amcor
commenced mailing the Joint Proxy Statement/Prospectus to their
respective shareholders on or about January 23, 2025. This document
is not a substitute for the Joint Proxy Statement/Prospectus or any
other document which Berry or Amcor may file with the SEC.
INVESTORS AND SECURITY HOLDERS OF BERRY AND AMCOR ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED
OR THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and
security holders may obtain free copies of the registration
statement and the Joint Proxy Statement/Prospectus and other
documents filed with the SEC by Berry or Amcor through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Berry are available free of charge
on Berry’s website at berryglobal.com under the tab “Investors” and
under the heading “Financials” and subheading “SEC Filings.” Copies
of the documents filed with the SEC by Amcor are available free of
charge on Amcor’s website at amcor.com under the tab “Investors”
and under the heading “Financial Information” and subheading “SEC
Filings.”
Certain Information Regarding
Participants
Berry, Amcor and their respective directors and executive
officers may be considered participants in the solicitation of
proxies from the shareholders of Berry and Amcor in connection with
the proposed transaction. Information about the directors and
executive officers of Berry is set forth in its Annual Report on
Form 10-K for the year ended September 28, 2024, which was filed
with the SEC on November 26, 2024, and its proxy statement for its
2025 annual meeting, which was filed with the SEC on January 7,
2025. Information about the directors and executive officers of
Amcor is set forth in its Annual Report on Form 10-K for the year
ended June 30, 2024, which was filed with the SEC on August 16,
2024, its proxy statement for its 2024 annual meeting, which was
filed with the SEC on September 24, 2024 and its Current Report on
Form 8-K, which was filed with the SEC on January 6, 2025. To the
extent holdings of Berry’s or Amcor’s securities by its directors
or executive officers have changed since the amounts set forth in
such filings, such changes have been or will be reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements
of Beneficial Ownership on Form 4 filed with the SEC. Information
about the directors and executive officers of Berry and Amcor,
including a description of their direct or indirect interests, by
security holdings or otherwise, and other information regarding the
potential participants in the proxy solicitations, which may be
different than those of Berry’s stockholders and Amcor’s
shareholders generally, are contained in the Joint Proxy
Statement/Prospectus and other relevant materials to be filed with
the SEC regarding the proposed transaction. You may obtain these
documents free of charge through the website maintained by the SEC
at http://www.sec.gov and from Berry’s or Amcor’s website as
described above.
Cautionary Statement Regarding
Forward-Looking Statements
This communication contains certain statements that are
“forward-looking statements” within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. Some of
these forward-looking statements can be identified by words like
“anticipate,” “approximately,” “believe,” “continue,” “could,”
“estimate,” “expect,” “forecast,” “intend,” “may,” “outlook,”
“plan,” “potential,” “possible,” “predict,” “project,” “target,”
“seek,” “should,” “will,” or “would,” the negative of these words,
other terms of similar meaning or the use of future dates. Such
statements, including projections as to the anticipated benefits of
the proposed transaction, the impact of the proposed transaction on
Berry’s and Amcor’s business and future financial and operating
results and prospects, the amount and timing of synergies from the
proposed transaction, the terms and scope of the expected financing
in connection with the proposed transaction, the aggregate amount
of indebtedness of the combined company following the closing of
the proposed transaction and the closing date for the proposed
transaction, are based on the current estimates, assumptions and
projections of the management of Berry and Amcor, and are qualified
by the inherent risks and uncertainties surrounding future
expectations generally, all of which are subject to change. Actual
results could differ materially from those currently anticipated
due to a number of risks and uncertainties, many of which are
beyond Berry’s and Amcor’s control. None of Berry, Amcor or any of
their respective directors, executive officers, or advisors,
provide any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements will actually occur, or if any of them
do occur, what impact they will have on the business, results of
operations or financial condition of Berry or Amcor. Should any
risks and uncertainties develop into actual events, these
developments could have a material adverse effect on Berry’s and
Amcor’s businesses, the proposed transaction and the ability to
successfully complete the proposed transaction and realize its
expected benefits. Risks and uncertainties that could cause results
to differ from expectations include, but are not limited to, the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; the risk that
the conditions to the completion of the proposed transaction
(including shareholder and regulatory approvals) are not satisfied
in a timely manner or at all; the risks arising from the
integration of the Berry and Amcor businesses; the risk that the
anticipated benefits of the proposed transaction may not be
realized when expected or at all; the risk of unexpected costs or
expenses resulting from the proposed transaction; the risk of
litigation related to the proposed transaction; the risks related
to disruption of management’s time from ongoing business operations
as a result of the proposed transaction; the risk that the proposed
transaction may have an adverse effect on the ability of Berry and
Amcor to retain key personnel and customers; general economic,
market and social developments and conditions; the evolving legal,
regulatory and tax regimes under which Berry and Amcor operate;
potential business uncertainty, including changes to existing
business relationships, during the pendency of the proposed
transaction that could affect Berry’s and/or Amcor’s financial
performance; and other risks and uncertainties identified from time
to time in Berry’s and Amcor’s respective filings with the SEC,
including the Joint Proxy Statement/Prospectus to be filed with the
SEC in connection with the proposed transaction. While the list of
risks presented here is, and the list of risks presented in the
Joint Proxy Statement/Prospectus will be, considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties, and other risks
may present significant additional obstacles to the realization of
forward-looking statements. Forward-looking statements included
herein are made only as of the date hereof and neither Berry nor
Amcor undertakes any obligation to update any forward-looking
statements, or any other information in this communication, as a
result of new information, future developments or otherwise, or to
correct any inaccuracies or omissions in them which become
apparent. All forward-looking statements in this communication are
qualified in their entirety by this cautionary statement.
Berry Global Group,
Inc.
Consolidated Statements of
Income (Unaudited)
Quarterly Period Ended
(in millions of USD, except per share
data)
December 28, 2024
December 30, 2023
Net sales
$
2,385
$
2,333
Costs and expenses:
Cost of goods sold
1,929
1,903
Selling, general and administrative
223
206
Amortization of intangibles
46
47
Business consolidation and other
activities
35
12
Operating income
152
165
Other expense (income)
(22
)
15
Interest expense, net
75
71
Income before income taxes
99
79
Income tax expense
18
14
Net income from continuing operations
81
65
Discontinued operations, net of tax
(67
)
(6
)
Net income
$
14
$
59
Net income per share:
Basic - continuing operations
$
0.70
$
0.56
Basic - discontinued operations
(0.58
)
(0.05
)
Total basic net income per share
$
0.12
$
0.51
Diluted - continuing operations
$
0.69
$
0.55
Diluted - discontinued operations
(0.57
)
(0.05
)
Total diluted net income per share
$
0.12
$
0.50
Outstanding weighted average shares
(in millions)
Basic
115.3
115.6
Diluted
118.2
118.3
Condensed Consolidated Balance
Sheets (Unaudited)
(in millions of USD)
December 28, 2024
September 28, 2024
Cash and cash equivalents
$
1,181
$
865
Accounts receivable
1,089
1,269
Inventories
1,328
1,371
Other current assets
501
184
Current assets of discontinued
operations
-
885
Property, plant, and equipment
3,483
3,627
Goodwill, intangible assets, and other
long-term assets
5,955
6,362
Non-current assets of discontinued
operations
-
2,050
Total assets
$
13,577
$
16,613
Current liabilities, excluding current
debt
1,809
2,451
Current liabilities of discontinued
operations
-
411
Current and long-term debt
8,129
8,315
Other long-term liabilities
1,433
1,683
Non-current liabilities of discontinued
operations
-
145
Stockholders’ equity
2,206
3,608
Total liabilities and stockholders'
equity
$
13,577
$
16,613
Condensed Consolidated
Statements of Cash Flows (Unaudited)
Quarterly Period Ended
(in millions of USD)
December 28, 2024
December 30, 2023
Cash flows from operating
activities:
Net income
$
14
$
59
Income (loss) from discontinued
operations
(67
)
(6
)
Income from continuing operations
81
65
Adjustments to reconcile net cash from
operating activities:
Depreciation
124
123
Amortization of intangibles
46
47
Non-cash interest, net
(12
)
(20
)
Share-based compensation expense
21
18
Deferred income tax
(28
)
(16
)
Settlement of derivatives
-
19
Other non-cash operating activities,
net
(23
)
14
Changes in working capital
(581
)
(418
)
Operating cash used in continuing
operations
(372
)
(168
)
Operating cash used in discontinued
operations
(106
)
(31
)
Net cash from operating
activities
(478
)
(199
)
Cash flows from investing
activities:
Additions to property, plant, and
equipment, net
(134
)
(168
)
Acquisitions of business and other
(48
)
-
Investing cash used in continuing
operations
(182
)
(168
)
Investing cash used in discontinued
operations
(9
)
(15
)
Net cash from investing
activities
(191
)
(183
)
Cash flows from financing
activities:
Repayments on long-term borrowings
(106
)
(1,858
)
Cash transferred to Magnera related to
spin, net
(624
)
-
Proceeds from long-term borrowings
1,585
1,550
Repurchase of common stock
-
(7
)
Proceeds from issuance of common stock
19
13
Dividends paid
(36
)
(36
)
Debt financing costs and other
(39
)
(4
)
Net cash from financing
activities
799
(342
)
Effect of currency translation on cash
(44
)
28
Net change in cash and cash
equivalents
86
(696
)
Cash and cash equivalents at beginning of
period
1,095
1,203
Cash and cash equivalents at end of
period
$
1,181
$
507
Segment and Supplemental
Comparable Basis Information (Unaudited)
Quarterly Period Ended
December 28, 2024
(in millions of USD)
Consumer Packaging -
International
Consumer Packaging- North
America
Flexibles
Total
Net sales
$
885
$
769
$
731
$
2,385
Operating income
$
28
$
59
$
65
$
152
Depreciation and amortization
78
58
34
170
Business consolidation and other
activities(1)
17
9
9
35
Other non-cash charges
8
7
6
21
Operating EBITDA
$
131
$
133
$
114
$
378
Quarterly Period Ended December
30, 2023
Reported net sales
$
916
$
699
$
718
$
2,333
Foreign currency, acquisitions &
divestitures
(40
)
16
2
(22
)
Comparable net sales (1)
$
876
$
715
$
720
$
2,311
Operating income
$
29
$
60
$
76
$
165
Depreciation and amortization
80
57
33
170
Business consolidation and other
activities
6
5
1
12
Other non-cash charges
6
6
6
18
Foreign currency, acquisitions &
divestitures
(3
)
3
-
-
Comparable operating EBITDA (2)
$
118
$
131
$
116
$
365
(1)
During the current quarter, the Company
incurred $18 million of transaction related activities associated
with the proposed merger with Amcor.
(2)
The prior year comparable basis change
excludes the impacts of foreign currency, acquisitions, and
divestitures. Further details related to non-GAAP measures and
reconciliations can be found under our “Non-GAAP Financial Measures
and Estimates” section or in reconciliation tables in this
release.
Discontinued Operations (a)
Quarterly Period Ended
December 28, 2024
December 30, 2023
Net sales
$
204
$
520
Cost of sales
179
476
Selling, general, and administrative
9
29
Amortization of intangibles
4
13
Other income (expense), net
79
10
Operating loss
(67
)
(8
)
Other non-operating items, net
2
(3
)
Interest expense, net
1
1
Loss before income taxes
(70
)
(6
)
Income tax (expense) benefit
3
-
Discontinued operations, net of
tax
$
(67
)
$
(6
)
(a)
In connection with the HHNF transaction,
this table summarizes the results of discontinued operations for
the HHNF business.
Reconciliation of Non-GAAP
Measures
Reconciliation of Net income and
earnings per share (EPS) to adjusted operating income, operating
earnings before interest, tax, depreciation and amortization
(EBITDA), and adjusted earnings per share (adjusted EPS)
(in millions of USD, except per share data
amounts)
Quarterly Period Ended
December 28, 2024
December 30, 2023
Net income attributable to Berry Global
Group, Inc.
$
14
$
59
Discontinued operations, net of tax
(67
)
(6
)
Net income from continuing
operations
$
81
$
65
Add: other expense (income)
(22
)
15
Add: interest expense
75
71
Add: income tax expense
18
14
Operating income
$
152
$
165
Add: business consolidation and other
activities
35
12
Add: other non-cash charges (1)
21
18
Adjusted operating income (3)
$
208
$
195
Add: depreciation
124
123
Add: amortization of intangibles
46
47
Operating EBITDA (3)
$
378
$
365
Net income per diluted share
$
0.69
$
0.55
Other expense (income)
(0.19
)
0.13
Business consolidation and other
activities
0.30
0.10
Amortization of intangibles from
acquisitions (2)
0.39
0.40
Income tax impact on items above
(0.10
)
(0.14
)
Foreign currency, acquisitions, and
divestitures
-
Adjusted net income per diluted
share (3)
$
1.09
$
1.04
Non-U.S. GAAP Free Cash Flow
(continuing operations):
Cash flow from operating activities
$
(372
)
$
(168
)
Additions to property, plant, and
equipment (net)
(134
)
(168
)
Non-U.S. GAAP Free Cash Flow
(continuing operations)
$
(488
)
$
(336
)
Estimated Fiscal 2025
Cash flow from operating activities
$1,125-$1,225
Net additions to property, plant, and
equipment
(525)
Free cash flow (3)
$600-$700
(1)
Other non-cash charges are primarily stock
compensation expense
(2)
Amortization of intangibles from
acquisition are added back to better align our calculation of
adjusted EPS with peers.
(3)
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. Organic sales growth and comparable basis measures exclude
the impact of currency translation effects and acquisitions. These
non-GAAP financial measures may be calculated differently by other
companies, including other companies in our industry, limiting
their usefulness as comparative measures. Berry’s management
believes that adjusted net income and other non-GAAP financial
measures are useful to our investors because they allow for a
better period-over-period comparison of operating results by
removing the impact of items that, in management’s view, do not
reflect our core operating performance.
We define “free cash flow” as cash flow
from operating activities, less net additions to property, plant,
and equipment. We believe free cash flow is useful to an investor
in evaluating our liquidity because 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 free cash flow is useful to an investor
in evaluating our liquidity as it can assist in assessing a
company’s ability to fund its growth through its generation of
cash.
Adjusted EBITDA is used by our lenders for
debt covenant compliance purposes. We also use Adjusted operating
income, Operating EBITDA, adjusted EPS and comparable basis
measures, among other measures, to evaluate management performance
and in determining performance-based compensation. Operating EBITDA
is a measure widely used by investors, securities analysts, and
other interested parties in our industry to measure a company’s
performance. We also believe EBITDA and Adjusted operating income
are useful to an investor in evaluating our performance without
regard to revenue and expense recognition, which can vary depending
upon accounting methods.
(BERY-F)
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250204633666/en/
Dustin Stilwell VP, Head of Investor Relations +1 (812) 306 2964
ir@berryglobal.com
Berry Global (NYSE:BERY)
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