berry plastics group investor presentation 2014 - february
DESCRIPTION
Berry Plastics Group Investor Presentation 2014 - FebruaryTRANSCRIPT
(NYSE “BERY”)
February 2014
Safe Harbor Statements
Forward-Looking Statements This presentation contains “forward-looking statements” which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “would,” “could,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “anticipates” “outlook,” or “looking forward,” or similar expressions that relate to our strategy, plans or intentions. 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.
Important factors that could cause actual results to differ materially from our expectations, which we refer to as cautionary statements, are disclosed under “Risk Factors” and elsewhere in our Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission, including, without limitation, in conjunction with the forward-looking statements included in this presentation. All forward-looking information and subsequent written and oral forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include: (1) risks associated with our substantial indebtedness and debt service; (2) changes in prices and availability of resin and other raw materials and our ability to pass on changes in raw material prices on a timely basis; (3) performance of our business and future operating results; (4) risks related to our acquisition strategy and integration of acquired businesses; (5) reliance on unpatented know-how and trade secrets; (6) increases in the cost of compliance with laws and regulations, including environmental, safety, and production and product laws and regulations; (7) risks related to disruptions in the overall economy and the financial markets may adversely impact our business; (8) catastrophic loss of one of our key manufacturing facilities, natural disasters, and other unplanned business interruptions; (9) risks of competition, including foreign competition, in our existing and future markets;(10) general business and economic conditions, particularly an economic downturn; (11) the ability of our insurance to cover fully our potential exposures; (12) risks that our restructuring programs may entail greater implementation costs or result in lower costs savings than anticipated, and (13) the other factors discussed in the under the heading “Risk Factors” in our Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission.
We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. Accordingly, readers should not place undue reliance on those statements. All forward-looking statements are based upon information available to us on the date of this presentation. 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.
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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.
No Offer or Solicitation; Further Information
This presentation should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto included in our public filings.
Non-GAAP Financial Measures
This presentation includes certain non‐GAAP financial measures intended to supplement, not substitute for, comparable measures. Reconciliations of non‐GAAP financial measures to GAAP financial measures are provided at the end of the presentation. Investors are urged to consider carefully the comparable GAAP measures and the reconciliations to those measures provided.
Berry Plastics at a Glance
• Leading provider of value-added plastic consumer packaging and engineered materials
• #1 or #2 market position in > 76% of LTM sales (1)
Significant Scale
• 86 manufacturing facilities primarily located in North America
• Focused on growing, consumer-centric end markets
• Proven R&D platform creates breakthrough products and technologies
• Established track record as an industry consolidator
• LTM 12/28/13 Adj. Free Cash Flow of $288 (2)
Attractive Growth Characteristics
Strong Free Cash Flow Profile
3
• LTM 12/28/13 Adjusted EBITDA margin of 17%
• LTM 12/28/13 Net Sales and Adj. EBITDA of $4,715 and $801 (3)
• Fiscal 2014 Adj. Free Cash Flow Guidance of $270
(1) Per management estimate(2) See reconciliation of Adj. Free Cash Flow within this presentation(3) Adjusted EBITDA reflects pro forma acquisitions and unrealized cost reductions
Note: Dollars in millions
Management Incentivized to Create Shareholder ValueManagement Incentivized to Create Shareholder Value
Our Business – Rigid Packaging
Rigid Open Top Rigid Closed Top
Revenue: $1.1 billion
Adjusted EBITDA: $217 million
Revenue: $1.4 billion
Adjusted EBITDA: $284 million
Adjusted EBITDA Margin: 19%
Containers Foodservice Bottles and Prescription Containers Tubes
Closures and Overcaps
Adjusted EBITDA Margin: 20%
4LTM Revenue and Adjusted EBITDA as of 12/28/13
Rigid Packaging - Represents 53% of Revenue and 63% of Adjusted EBITDA Rigid Packaging - Represents 53% of Revenue and 63% of Adjusted EBITDA
Our Business – Flexibles
Engineered Materials Flexible Packaging
Revenue: $1.4 billion
Adjusted EBITDA: $208 million
Revenue: $0.9 billion
Adjusted EBITDA: $92 million
(1)
Adjusted EBITDA Margin: 15%
Corrosion Protection Products Tape ProductsRetail Bags PVC FilmsInstitutional Can Liners Stretch Films
Barrier and Sealant Films Personal Care Films Coated and Laminated Packaging Printed Products
Adjusted EBITDA Margin: 11%
5(1) Includes pro forma revenue for Graphic Packaging‘s Flexible Plastics and Film businessLTM Revenue and Adjusted EBITDA as of 12/28/13
Flexibles - Represents 47% of Revenue and 37% of Adjusted EBITDA Flexibles - Represents 47% of Revenue and 37% of Adjusted EBITDA
Berry Serves a Diverse Customer Base Across a Broad Range of Growing, Consumer-Centric End Markets
Sales by End Market Low Customer Concentration
� Longstanding relationships with diverse mix of leading multi-national, regional and local customers
� Over 76% of sales in stable, consumer oriented end markets
� Over 13,000 customers; no single customer represented more than 3% of sales with top 10 customers representing 18% of sales
39%
6%3%
3% Food / Beverage
Industrial
Retail
Oil & Gas
Other
Consumer
38%
4%1%
24%
2%
6
Note: Customer concentration based on fiscal 2013 net sales; list of customers to which Berry has sold products in the last 2 years.
8%7%
6%
FoodservicePersonal Care
Healthcare
Household
Retail ConsumerOriented
End Markets
9%10%
7%
5%
Strong Financial Performance
Net Sales Operating EBITDA
$3,1
14 $3,6
15
$3,2
02
$4,4
18
$4,6
57
$4,7
01
$4,7
15
$419 $454 $4
96 $559
$686 $7
80
$801
7
$552 $8
14 $1,1
70
$1,4
32
$3,1
14
$3,2
02
'03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13
$119 $1
61 $213 $2
75 $419 $454 $4
96
'03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13
Note: Reflects calendar year results. Dollars in millions. 2013 Operating EBITDA includes pro forma acquisitions and unrealized cost reductions.
Proven Track Record of Sales and EBITDA GrowthProven Track Record of Sales and EBITDA Growth
Strong Margins and Free Cash Flow
12/31/13 LTM Adj. EBITDA Margin 12/31/13 LTM Adj. EBITDA – Capex Margin
17.7%
17.0%
18%
13%
14%
13.9% 13.7% 13.5%
12.3% 12.1% 12.1% 12%
14%
16%12.1%
11.9% 11.5%
10.9%
9.5% 9.4%
9.0%
8.2%
8%
9%
10%
11%
12%
13%
8
Berry has Strong EBITDA and Cash Flow MarginsBerry has Strong EBITDA and Cash Flow Margins
Note: EBITDA figures adjusted for special and non-recurring items such as share-based incentive compensation, business consolidation costs, restructuring expenses, and debt extinguishment. ATR, SEE and SON have not yet reported period ended 12/31 financials.
Source: Public filings
10%ATR BERY BLL SLGN SEE BMS CCK SON
6%
7%
SEE BERY ATR SLGN BMS BLL CCK SON
Proven Ability to Manage Resin Price Volatility
Increased Profitability Despite Volatile Resin Pric ing Resin – Primary Raw Material
� Resin comprises approximately 50% of cost of goods sold
� Vast majority of resin movements passed through to 40.0%110
Market
Based
Quarterly
Other
25%
5%
Resin Price Pass-Through Mechanisms
Cen
ts p
er L
BS
� Vast majority of resin movements passed through to
customers in a timely manner
� 75% of resin pounds sold are contractual pass through
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
40
50
60
70
80
90
100
110
9
Monthly
Bi-Monthly
Quarterly 25%
35%
10%
25%
Source: Company Management and CMAI.
PP Price PE Price Operating EBITDA Margin
5.0%40
Capital Structure
Flexible, Long-Dated Capital Structure Liquidity Profile
Maturity Dec. 2013
Cash $162
Dec. 2013Revolver availability 650$ Borrowing base reserve (114)Letters of credit (37)
� Minimal near term debt maturities
� Minimal short-term annual debt repayment obligations
Advantageous Structure
Capital Leases and Other Various $116
Revolving line of credit (L+2%) Jun 2016 -
Incremental Term Loan ([L or 1% floor]+2.5%) Feb 2020 1,393
Term Loan ([L or 1% floor]+2.75%) (1) Jan 2021 1,122
9.5% Second Priority Notes (callab le 5/14) May 2018 500
9.75% Second Priority Notes (callab le 1/16) Mar 2021 800
Group Term Loan (L+7%) Jun 2014 18
Letters of credit (37)Outstanding revolver -Cash balance 162Total PF Liquidity 661$
10
� Liquidity in excess of $660 million at quarter end
� Negligible covenant requirements
Note: Dollars in millions(1) Rate and maturity reflect January 2014 refinancing.
Additional Opportunities to Lower Interest Expense Additional Opportunities to Lower Interest Expense
Total Net Debt $3,787
LTM Adjusted EBITDA $801
Total Net Debt / Adjusted EBITDA 4.7x
� Leader in plastic packaging – highest growth substrate
� Leverage reduction goal of ½ turn per year
Four-Point Strategy to Increase Shareholder Value
1st 2nd
� Interface of rigid and flexible
� Focused on stable end-markets with favorable long-term growth dynamics
� Goal to reside in a 2x-4x range
� Replacing higher coupon debt with lower coupon debt
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� Value accretive acquisitions
� History of exceeding synergy estimates
� Core competency
� Disciplined approach
� Focused on Latin America and Asia
� At or above Company’s average EBITDA margins
3rd 4th
Attractive Cash Flow Characteristics
Components of Free Cash Flow Net Debt / Adjusted EBITDA
LTM 12/28/13 Adjusted EBITDA $801
Less: Capex (net) (224)Every 1x of deleveraging equates to ~$6.65 per
share of equity value creation (2)
3.0
4.0
5.0
6.0
7.0
8.07.3x
6.5x
6.0x
5.5x
4.7x
Less: Capex (net) (224)
Less: Cash Interest Expense (218)
Less: TRA Payments (37)
Less: PF Adjustments (27)
Less: Working Capital and Other (1) (7)
Adj. Free Cash Flow $288
Adj. Free Cash Flow per Share (2) ~ $2.39
share of equity value creation
12
Dec '10 Jun '11 Dec '11 Sept '12 Dec '13
Note: Dollars in millions, except per share amounts.(1) Includes changes in working capital, acquisition integration costs, and certain other costs.(2) Based on diluted shares of 120.5 million as of 12/28/13.
Strong Free Cash Flow Generation and Earnings Growth Results in Deleveraging
Adj. Free Cash Flow per Share ~ $2.39
Estimated Fiscal 2014 Adj. FCF of $270 millionLeverage reduction goal of ½ turn per year;
residing in a 2-4x range
New Product Innovation
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Unique New Product Innovations at the Interface of Rigid and Flexible TechnologyMore than 20 Patents on Versalite
Unique New Product Innovations at the Interface of Rigid and Flexible TechnologyMore than 20 Patents on Versalite
Focus on Growing Internationally
� Plastics - preferred material globally
� Disciplined approach to growth
Rigid Closed Top Division - 3
Corporate Headquarters
Engineered Materials Division - 9 Flexible Packaging Division - 3
� Disciplined approach to growth
� Focused on Latin America and Asia
� At or above Company’s average EBITDA margins
� Growth opportunities with long-standing customer relationships
� 96% net sales in North America –significant opportunity for global expansion
Expanding International Footprint
� Acquired controlling interest in Qingdao P&B Co., Ltd. located
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Acquired controlling interest in Qingdao P&B Co., Ltd. located in China
� Food packaging, personal and family care products
� Located in free trade zone, facilitating future investments
1520012001--20052005
20062006--20142014
Unparalleled Track Record as Industry Consolidator
� 37 acquisitions over 25 years
� Core competency of integrating acquisitions
� Disciplined purchase prices drive significant value creation
� Bolt-ons that add complementary products
� Track record of strong synergy capture
5
7
1019881988--19951995
19961996--20002000
20012001--20052005� Track record of strong synergy capture
Division of
Assets from
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Alpha ProductsAlpha Products
APMAPM
Number of acquisitions
Long Term Corporate Vision to Maximize Shareholder Value
Sustainable CompetitiveAdvantages
Proven OrganicGrowth StrategyAdvantages
Proven AcquisitionGrowth Strategy
Long-standingDiversified Multi-National
Customer Base
Consistently StrongFinancial Performance
Leading Position inMany Product Lines
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Financial PerformanceMany Product Lines
Deep and ExperiencedManagement Team
Appendix: Financial Data
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(1) Adjusted EBITDA, Adjusted free cash flow, and Adjusted net income should not be considered in isolation or construed as an alternative to our net income (loss) or other measures as determined in accordance with GAAP. In addition, other companies in our industry or across different industries may calculate Adjusted EBITDA, Adjusted free cash flow, and Adjusted net income and the related definitions differently than we do, limiting the usefulness of our calculation of Adjusted EBITDA, Adjusted free cash flow, and Adjusted net income as comparative measures. EBIT, Operating EBITDA, Adjusted EBITDA, Adjusted free cash flow, and Adjusted net income are among the indicators used by the Company’s management to measure the performance of the Company’s operations and thus the Company’s management believes such information may be useful to investors. Such measures are also among the criteria upon which performance-based compensation may be based.
EXHIBIT 1
Four Quarters Ended
December 28, 2013
Net income $73
Add: interest expense 229 Add: income tax expense 36
EBIT $338
Add: depreciation and amortization 339 Add: restructuring and impairment 19 Add: extinguishment of debt 48 Add: other expense 30
Operating EBITDA $774
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Note: Dollars in millions. Unaudited
Operating EBITDA $774
Add: pro forma acquisitions 8 Add: unrealized cost savings 19
Adjusted EBITDA $801