UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 15, 2013
BERRY PLASTICS GROUP, INC. (Exact name of Registrant as specified in its charter) |
Delaware (State of Incorporation) | 001-35672 (Commission File Number) | 20-5234618 (I.R.S. Employer Identification No.) |
101 Oakley Street Evansville, Indiana (Address of principal executive offices) | 47710 (Zip Code) |
(812) 424-2904 (Registrant’s telephone number, including area code) |
N/A (Former Name or Former Address, if Changed Since Last Report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On April 15, 2013, Berry Plastics Group, Inc. (the “company” or “we”) disclosed certain estimated financial information related to its results of operations for the quarter ending on March 30, 2013:
For theMarch 2013 quarter,we estimatethat net sales declined to approximately$1,145 to $1,155 million from$1,183 millionin theMarch 2012 quarter.This decreaseof 2% to 3% isprimarily related to a 3% reduction in thenumber of shippingdays as a resultof thetiming of holidaysversus the prior year’s quarter, theyear-over- yearadverse change in weather,and light-weightingpartially offset by volumegains in certainof our product lines. Also, we estimatethat Adjusted EBITDA will be $199 to $204 millionfor the March 2013 quarter comparedto $198 millionin theMarch 2012 quarter. This increaseof 1% to 3% isprimarily related to cost reductionefforts partially offset by additionalcosts associated with new productinnovation. Estimated net debt atMarch 30, 2013 was $3,991 million. Assumingour initialpublic offering and 2013 debtrefinancing occurred atthe beginning of theperiod, our interestexpense for the four quarter period ended March30, 2013 would be approximately$63 millionlower. At March30, 2013, we estimatethe cash payout in thenext 12 months under thetax receivable agreement to be $68 million.This isa reductionfrom the end of thelast fiscal quarter primarilyas a resultof thedebt extinguishment costs from the 2013 refinancingand bonus depreciationon capitalexpenditures. Adjusted EBITDA is a non-GAAPmeasure. The followingtables reconcile the company’s estimatednet income (loss) to thecompany’s estimate of AdjustedEBITDA for the March 2013 quarterand four quarterperiod ended March30, 2013:
| | Quarter Ended March 30, 2013 | | Four Quarters Ended March 30, 2013 |
| | |
(inmillions) (Unaudited) | | Low | | High | | Low | | High |
Adjusted EBITDA (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | $199 | | $204 | | $807 | | $812 |
Pro formaacquisitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | — | | — | | 4 | | 4 |
Unrealizedcost reductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | 2 | | 2 | | 22 | | 22 |
OperatingEBITDA (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | $197 | | $202 | | $781 | | $786 |
Net interestexpense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | 61 | | 61 | | 293 | | 293 |
Depreciationand amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | 85 | | 85 | | 350 | | 350 |
Incometaxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | (1) | | 3 | | 11 | | 15 |
Restructuring,business optimization and other. . . . . . . . . . . . . . . | | 1 | | 1 | | 39 | | 39 |
Loss on debtextinguishment (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | 48 | | 48 | | 64 | | 64 |
Net income(loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | $ 3 | | $ 4 | | $ 24 | | $ 25 |
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(a) Adjusted EBITDA and OperatingEBITDA should not be consideredin isolationor construedas an alternativeto our netincome (loss) or othermeasures as determinedin accordancewith GAAP.In addition, othercompanies in our industryor acrossdifferent industries may calculate Adjusted EBITDA and OperatingEBITDA and therelated definitions differently than we do, limitingthe usefulness of our calculationof AdjustedEBITDA and OperatingEBITDA as comparativemeasures. Operating EBITDA and AdjustedEBITDA are among the indicators used by thecompany’s management to measurethe performanceof thecompany’s operations and thusthe company’s management believes such information maybe usefulto investors.Such measuresare also among the criteria upon which performance-based compensationmay be based.
(b) Includes $24 millionof callpremium and penalties, $16 millionof deferredfinancing fees and $8 millionof debtdiscount for the quarter ended March30, 2013 and an additional$13 millionof callpremium and $3 millionof deferredfinancing fees for the four quarter period ended March30, 2013.
We define “Adjusted EBITDA” as net income (loss) before depreciation and amortization, income tax expense (benefit), interest expense (net) and certain restructuring and business optimization charges and as adjusted for unrealized cost reductions and acquired businesses, including unrealized synergies, which are more particularly defined in our credit documents and the indentures governing our notes. Adjusted EBITDA is used by our lenders for debt covenant compliance purposes and by our management as one of several measures to evaluate management performance. Adjusted EBITDA eliminates certain charges that we believe do not reflect operations and underlying operational performance. Although we use Adjusted EBITDA as a financial measure to assess the performance of our business, the use of Adjusted EBITDA has important limitations, including that (1) Adjusted EBITDA does not represent funds available for dividends, reinvestment or other discretionary uses, or account for one-time expenses and charges; (2) Adjusted EBITDA does not reflect cash outlays for capital expenditures or contractual commitments; (3) Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital;
(4) Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on indebtedness; (5) Adjusted EBITDA does not reflect income tax expense or the cash necessary to pay income taxes; (6) Adjusted EBITDA excludes depreciation and amortization and, although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; and (7) Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations.
The preliminaryfinancial and operatingresults for the March 2013 quarterare forward-looking statements basedon preliminaryestimates and reflectthe best judgment of our managementbut involvea numberof risks and uncertaintieswhich couldcause actual results to differmaterially from those set forth in our estimatesand frompast results, performance or achievements.Such preliminaryresults are subject to finalizationof our quarterlyfinancial and accountingprocedures and shouldnot be viewed as a substitutefor full interim financial statementsprepared in accordancewith GAAPand reviewedby our auditors.Consequently, there can be no assurancesthat the actual financial and operatingresults for the second quarter ended March30, 2013 willbe identicalto thepreliminary estimates set forth above, and any variationbetween our actualresults and the estimatesset forth above maybe material.In addition,such resultsdo not purportto indicateour resultsof operationsfor any futureperiod beyond thequarter ended March30, 2013.
The information in Item 2.02 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
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 hereunto duly authorized.
BERRY PLASTICS GROUP, INC.
Date: April 15, 2013 By: /s/ Jason K. Greene
Name: Jason K. Greene
Title: Executive Vice President and
General Counsel
