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8-K - FORM 8-K - Pregis Holding II CORP | c65735e8vk.htm |
Exhibit 99.1
Press Release |
For Immediate Release
Contacts:
Keith LaVanway
847-597-9353
klavanway@pregis.com
Keith LaVanway
847-597-9353
klavanway@pregis.com
PREGIS ANNOUNCES SECOND QUARTER 2011 FINANCIAL RESULTS
Deerfield, IL, August 11, 2011 Pregis Corporation, a leading international manufacturer,
marketer, and supplier of protective packaging products and specialty packaging solutions, today
announced its 2011 second quarter financial results.
For the second quarter of 2011, the Company generated net sales of $242.2 million, an increase of
11.2% versus net sales of $217.8 million in the second quarter of 2010. The increase was driven
primarily by the impact of selling price increases and favorable foreign currency translation.
Excluding the impact of favorable foreign currency translation, net sales for the three months
ended June 30, 2011 increased 4.3% compared to the same period in 2010.
Gross margin as a percent of net sales was flat year-over-year at 21.3%. Year-over-year cost
increases of over $9 million in key raw materials were offset by the impact of selling price
increases implemented during the past twelve months. The majority of the products we sell are
plastic-resin based, and therefore our operations are highly sensitive to fluctuations in the costs
of plastic resins. In the second quarter of 2011 as compared to the same period of 2010, average
resin costs were higher by approximately 16% in both North America and Europe, as measured by the
Chemical Market Associates, Inc. (CMAI) index and ICIS index, their respective market indices.
Adjusted EBITDA, or Consolidated Cash Flow as defined by our indentures, is a significant
operating measure used by the Company to measure its operating performance and liquidity. Adjusted
EBITDA was $22.6 million in the second quarter of 2011 compared to $19.4 million for the same
period in 2010, driven primarily by the impact of year-over-year cost reductions.
Commenting on the Companys second quarter results, Glenn Fischer, President and Chief Executive
Officer, stated, I am very pleased with our strong second quarter performance. Our adjusted
EBITDA of $22.6 million was the highest quarterly EBITDA performance since the third quarter of
2009. Our second quarter sales volumes were essentially flat on a year-over-year basis, with
continued strong increases in our key growth areas inflatable systems and foam-in-place being
offset by softness in our core products.
1
We were able to drive year-over-year and sequential EBITDA improvement, however, by continuing to
reduce our cost structure, as well as offsetting significant resin cost increases with the impact
of our selling price initiatives over the past twelve months.
Mr. Fischer continued, Resin costs at the end of the second quarter began to ease, down from the
historically high levels experienced in April/May. While we may see some benefit from this in the
third quarter, resin costs are likely to start increasing again in the fall, as industry-wide resin
supply will tighten, due to maintenance shutdowns planned at several facilities. As a consequence, we are committed to doing what is necessary to maintain margins.
Segment Performance
Comments on segment net sales and EBITDA performance for the second quarter of 2011 are as follows:
| Net sales of the protective packaging segment increased by $13.3 million, or 9.6%. This increase was driven primarily by the impact from selling price increases and favorable foreign currency translation. Excluding favorable foreign currency translation, net sales for the second quarter 2011 increased 4.0%. | ||
| EBITDA of the protective packaging segment increased $3.9 million, or 36.8%, compared to the same quarter of 2010. This increase was primarily due to selling price increases as well as the impact of cost reductions, partially offset by increased key raw material costs. | ||
| Net sales of the specialty packaging segment increased $11.1 million, or 13.9% compared to the same quarter 2010. This increase was primarily driven by the impact of selling price increases and favorable foreign currency translation. Excluding the favorable foreign currency translation, net sales for the second quarter 2011 increased 4.4%. | ||
| EBITDA of the specialty packaging segment decreased $0.1 million, or 1.0%, due primarily to increased key raw material costs which were only partially offset by the impact of selling price increases. |
A summary of Adjusted EBITDA, a significant measure required by the Companys indentures and used
by the Company to measure its operating performance and liquidity, is presented in the supplemental
information at the end of this release.
Conference Call:
The Company will conduct an investor conference call to review its 2011 second quarter results on
Friday, August 12, 2011 at 10:00 a.m. ET (9:00 a.m. CT). The call can be accessed through the
following dial-in numbers: Domestic: 800-573-4754; International: 617-224-4325; Participant
Passcode: 64817322 A replay of the conference call will be available through August 26, 2011. The
replay may be accessed using the following dial-in information: Domestic: 888-286-8010;
International: 617-801-6888; Passcode: 59938561.
2
About Pregis:
Pregis Corporation is a leading global provider of innovative protective, flexible, and foodservice
packaging and hospital supply products. The specialty-packaging leader currently operates 46
facilities in 18 countries around the world. Pregis Corporation is a
wholly owned subsidiary of Pregis Holding II Corporation. For more information about Pregis, visit
the Companys web site at www.pregis.com.
Safe Harbor Statement:
This press release contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. You can
generally identify forward-looking statements by the Companys use of forward-looking terminology
such as anticipate, believe, continue, could, estimate, expect, intend, may,
might, plan, potential, predict, seek, should, or will, or the negative thereof or
other variations thereon or comparable terminology. These forward-looking statements are only
predictions and involve known and unknown risks and uncertainties, many of which are beyond the
Companys control. For a discussion of key risk factors, please see the risk factors disclosed in
the Companys annual report, which is available on its website, www.pregis.com. These risks may
cause actual results, performance or achievements to differ materially from any future results,
performance or achievements expressed or implied by these forward-looking statements. Given these
risk and uncertainties, you are cautioned not to place undue reliance on such forward-looking
statements. The forward-looking statements included in this press release are made only as of the
date hereof. The Company undertakes no duty to update its forward-looking statements.
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Pregis Holding II Corporation
Consolidated Balance Sheets
Unaudited
(dollars in thousands)
Consolidated Balance Sheets
Unaudited
(dollars in thousands)
June 30, 2011 | December 31, 2010 | |||||||
(Unaudited) | ||||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 20,793 | $ | 47,845 | ||||
Accounts receivable |
||||||||
Trade, net of allowances of $8,228 and $7,513 respectively |
142,607 | 118,836 | ||||||
Other |
15,640 | 18,573 | ||||||
Inventories, net |
104,115 | 88,975 | ||||||
Deferred income taxes |
3,732 | 3,699 | ||||||
Due from Pactiv |
1,174 | 1,161 | ||||||
Prepayments and other current assets |
11,492 | 9,131 | ||||||
Total current assets |
299,553 | 288,220 | ||||||
Property, plant and equipment, net |
204,871 | 198,260 | ||||||
Other assets |
||||||||
Goodwill |
141,856 | 139,795 | ||||||
Intangible assets, net |
51,775 | 53,642 | ||||||
Deferred financing costs, net |
6,497 | 4,816 | ||||||
Due from Pactiv, long-term |
6,571 | 8,168 | ||||||
Pension and related assets |
12,207 | 11,848 | ||||||
Restricted Cash |
3,502 | 3,501 | ||||||
Other |
449 | 448 | ||||||
Total other assets |
222,857 | 222,218 | ||||||
Total assets |
$ | 727,281 | $ | 708,698 | ||||
Liabilities and stockholders equity |
||||||||
Current liabilities |
||||||||
Current portion of long-term debt |
$ | 128 | $ | 46,363 | ||||
Accounts payable |
109,534 | 101,266 | ||||||
Accrued income taxes |
3,217 | 2,971 | ||||||
Accrued payroll and benefits |
15,154 | 14,626 | ||||||
Accrued interest |
8,202 | 7,654 | ||||||
Other |
19,543 | 20,903 | ||||||
Total current liabilities |
155,778 | 193,783 | ||||||
Long-term debt |
522,103 | 442,908 | ||||||
Deferred income taxes |
14,141 | 16,029 | ||||||
Long-term income tax liabilities |
4,210 | 5,732 | ||||||
Pension and related liabilities |
4,245 | 4,149 | ||||||
Other |
17,863 | 19,566 | ||||||
Stockholders equity: |
||||||||
Common stock $0.01 par value; 1,000 shares authorized,
149.0035 shares issued and outstanding at
June 30, 2011 and December 31, 2010 |
| | ||||||
Additional paid-in capital |
155,631 | 155,055 | ||||||
Accumulated deficit |
(132,049 | ) | (119,400 | ) | ||||
Accumulated other comprehensive loss |
(14,641 | ) | (9,124 | ) | ||||
Total stockholders equity |
8,941 | 26,531 | ||||||
Total liabilities and stockholders equity |
$ | 727,281 | $ | 708,698 | ||||
4
Pregis Holding II Corporation
Consolidated Statements of Operations
Unaudited
(dollars in thousands)
Consolidated Statements of Operations
Unaudited
(dollars in thousands)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net Sales |
$ | 242,163 | $ | 217,801 | $ | 469,161 | $ | 427,837 | ||||||||
Operating costs and expenses: |
||||||||||||||||
Cost of sales, excluding
depreciation
and amortization |
190,654 | 171,368 | 369,004 | 333,838 | ||||||||||||
Selling, general and administrative |
31,185 | 29,561 | 64,259 | 66,441 | ||||||||||||
Depreciation and amortization |
12,485 | 11,464 | 24,855 | 22,659 | ||||||||||||
Other operating expense, net |
182 | 919 | 477 | 1,566 | ||||||||||||
Total operating costs and expenses |
234,506 | 213,312 | 458,595 | 424,504 | ||||||||||||
Operating income |
7,657 | 4,489 | 10,566 | 3,333 | ||||||||||||
Interest expense, net of interest
income |
12,084 | 11,628 | 25,214 | 23,596 | ||||||||||||
Foreign exchange (income) loss, net |
474 | (369 | ) | (654 | ) | 908 | ||||||||||
Loss before income taxes |
(4,901 | ) | (6,770 | ) | (13,994 | ) | (21,171 | ) | ||||||||
Income tax expense (benefit) |
9 | (3,188 | ) | (1,345 | ) | (5,381 | ) | |||||||||
Net loss |
$ | (4,910 | ) | $ | (3,582 | ) | $ | (12,649 | ) | $ | (15,790 | ) | ||||
5
Pregis Holding II Corporation
Consolidated Statements of Cash Flows
Unaudited
(dollars in thousands)
Consolidated Statements of Cash Flows
Unaudited
(dollars in thousands)
Six Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
Operating activities |
||||||||
Net loss |
$ | (12,649 | ) | $ | (15,790 | ) | ||
Adjustments to reconcile net loss to cash provided by operating activities: |
||||||||
Depreciation and amortization |
24,855 | 22,659 | ||||||
Amortization of inventory step-up |
| 406 | ||||||
Deferred income taxes |
(2,322 | ) | (6,479 | ) | ||||
Unrealized foreign exchange (gain) loss |
(675 | ) | 1,123 | |||||
Amortization of deferred financing costs |
1,967 | 1,757 | ||||||
Amortization of debt discount |
1,672 | 1,436 | ||||||
Gain on disposal of property, plant and equipment |
(179 | ) | (86 | ) | ||||
Stock compensation expense |
576 | 1,058 | ||||||
Changes in operating assets and liabilities |
||||||||
Accounts and other receivables, net |
(13,771 | ) | (22,982 | ) | ||||
Due from Pactiv |
1,906 | (134 | ) | |||||
Inventories, net |
(10,666 | ) | (13,058 | ) | ||||
Prepayments and other current assets |
(1,474 | ) | (981 | ) | ||||
Accounts payable |
3,413 | 28,418 | ||||||
Accrued taxes |
(1,509 | ) | 674 | |||||
Accrued interest |
84 | (256 | ) | |||||
Other current liabilities |
(180 | ) | (3,517 | ) | ||||
Pension and related assets and liabilities, net |
(126 | ) | (942 | ) | ||||
Other, net |
(1,643 | ) | 1,515 | |||||
Cash used in operating activities |
(10,721 | ) | (5,179 | ) | ||||
Investing activities |
||||||||
Capital expenditures |
(18,955 | ) | (14,323 | ) | ||||
Proceeds from sale of assets |
411 | 163 | ||||||
Acquisition of business, net of cash acquired |
(673 | ) | (31,385 | ) | ||||
Change in restricted cash |
(1 | ) | (3,500 | ) | ||||
Cash used in investing activities |
(19,218 | ) | (49,045 | ) | ||||
Financing activities |
||||||||
Repayment of debt |
(43,000 | ) | | |||||
Proceeds from ABL credit facility |
47,783 | | ||||||
Proceeds from revolving credit facility |
500 | 500 | ||||||
Proceeds from foreign lines of credit draws |
765 | 8,992 | ||||||
Deferred financing fees |
(4,560 | ) | | |||||
Other, net |
82 | (23 | ) | |||||
Cash provided by financing activities |
1,570 | 9,469 | ||||||
Effect of exchange rate changes on cash and cash equivalents |
1,317 | (3,897 | ) | |||||
Decrease in cash and cash equivalents |
(27,052 | ) | (48,652 | ) | ||||
Cash and cash equivalents, beginning of period |
47,845 | 80,435 | ||||||
Cash and cash equivalents, end of period |
$ | 20,793 | $ | 31,783 | ||||
6
Pregis Holding II Corporation
Supplemental Information
(Unaudited)
Supplemental Information
(Unaudited)
Calculation of Adjusted EBITDA (Consolidated Cash Flow)
(unaudited) | Three Months Ended June 30, | |||||||
(dollars in thousands) | 2011 | 2010 | ||||||
Net loss of Pregis Holding II Corporation |
$ | (4,910 | ) | $ | (3,582 | ) | ||
Interest expense, net of interest income |
12,084 | 11,628 | ||||||
Income tax (benefit) expense |
9 | (3,188 | ) | |||||
Depreciation and amortization |
12,485 | 11,464 | ||||||
EBITDA |
19,668 | 16,322 | ||||||
Other non-cash charges (income): |
||||||||
Unrealized foreign currency transaction losses (gains), net |
277 | (100 | ) | |||||
Non-cash stock based compensation expense |
340 | 394 | ||||||
Net unusual or nonrecurring gains or losses: |
||||||||
Restructuring, severance and related expenses |
500 | 1,314 | ||||||
Other unusual or nonrecurring gains or losses |
1,185 | 945 | ||||||
Other adjustments: |
||||||||
Amounts paid pursuant to management agreement with Sponsor |
627 | 527 | ||||||
Pro forma adjusted EBITDA of acquired business |
| | ||||||
Adjusted EBITDA (Consolidated Cash Flow) |
$ | 22,597 | $ | 19,402 | ||||
Note to above:
EBITDA is defined as net income before interest expense, interest income, income tax expense,
depreciation and amortization. Adjusted EBITDA, referred to as Consolidated Cash Flow within the
context of the Companys indentures, is presented herein because it is a material element of the
fixed charge coverage ratio and secured indebtedness leverage ratio included in the Companys
indentures and is a significant operating measure used by the Company to measure its operating
performance and liquidity.
7
Pregis Holding II Corporation
Supplemental Information
(Unaudited)
Supplemental Information
(Unaudited)
Calculation of Adjusted EBITDA (Consolidated Cash Flow)
(unaudited) | Twelve Months Ended June 30, | |||||||
(dollars in thousands) | 2011 | 2010 | ||||||
Net loss of Pregis Holding II Corporation |
$ | (33,931 | ) | $ | (26,454 | ) | ||
Interest expense, net of interest income |
49,729 | 47,048 | ||||||
Income tax (benefit) expense |
(4,889 | ) | (6,879 | ) | ||||
Depreciation and amortization |
48,651 | 44,665 | ||||||
EBITDA |
59,560 | 58,380 | ||||||
Other non-cash charges (income): |
||||||||
Unrealized foreign currency transaction losses (gains), net |
(790 | ) | (310 | ) | ||||
Non-cash stock based compensation expense |
2,609 | 1,678 | ||||||
Non-cash asset impairment charge |
| 194 | ||||||
Loss on sale leaseback transaction |
1,837 | | ||||||
Net unusual or nonrecurring gains or losses: |
||||||||
Restructuring, severance and related expenses |
8,642 | 6,302 | ||||||
Other unusual or nonrecurring gains or losses |
5,856 | 11,516 | ||||||
Other adjustments: |
||||||||
Amounts paid pursuant to management agreement with Sponsor |
2,119 | 2,442 | ||||||
Pro forma adjusted EBITDA of acquired business |
2,277 | |||||||
Adjusted EBITDA (Consolidated Cash Flow) |
$ | 79,833 | $ | 82,479 | ||||
Note to above:
EBITDA is defined as net income before interest expense, interest income, income tax expense,
depreciation and amortization. Adjusted EBITDA, referred to as Consolidated Cash Flow within the
context of the Companys indentures, is presented herein because it is a material element of the
fixed charge coverage ratio and secured indebtedness leverage ratio included in the Companys
indentures and is a significant operating measure used by the Company to measure its operating
performance and liquidity.
8
Pregis Holding II Corporation
Second Quarter 2011
Supplemental Information
(Unaudited)
(Amounts and percentage changes are approximations due to rounding.)
Second Quarter 2011
Supplemental Information
(Unaudited)
(Amounts and percentage changes are approximations due to rounding.)
Gross Margin Calculations
Three Months Ended June 30, | ||||||||||||
(dollars in thousands) | 2011 | 2010 | Change | |||||||||
Net sales |
$ | 242,163 | $ | 217,801 | $ | 24,362 | ||||||
Cost of sales, excluding
depreciation and amortization |
(190,654 | ) | (171,368 | ) | (19,286 | ) | ||||||
Gross margin |
$ | 51,509 | $ | 46,433 | $ | 5,076 | ||||||
Gross margin, as a percent of net sales |
21.3 | % | 21.3 | % | | % | ||||||
Net Sales by Segment
Change Attributable to the | ||||||||||||||||||||||||||||||||||||||||
Following Factors | ||||||||||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Price / | Currency | ||||||||||||||||||||||||||||||||||||||
2011 | 2010 | $ Change | % Change | Mix | Volume | Translation | ||||||||||||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||
Segment: |
||||||||||||||||||||||||||||||||||||||||
Protective Packaging |
$ | 151,562 | $ | 138,251 | $ | 13,311 | 9.6 | % | $ | 5,602 | 4.0 | % | $ | (2 | ) | | % | $ | 7,711 | 5.6 | % | |||||||||||||||||||
Specialty Packaging |
90,601 | 79,550 | 11,051 | 13.9 | % | 4,363 | 5.5 | % | (747 | ) | (0.9 | )% | 7,435 | 9.3 | % | |||||||||||||||||||||||||
Total |
$ | 242,163 | $ | 217,801 | $ | 24,362 | 11.2 | % | $ | 9,965 | 4.6 | % | $ | (749 | ) | (0.3 | )% | $ | 15,146 | 6.9 | % | |||||||||||||||||||
EBITDA by Segment
Three Months Ended June 30, | ||||||||||||||||
2011 | 2010 | $ Change | % Change | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Segment: |
||||||||||||||||
Protective Packaging |
$ | 14,582 | $ | 10,658 | $ | 3,924 | 36.8 | % | ||||||||
Specialty Packaging |
9,756 | 9,857 | (101 | ) | (1.0 | )% | ||||||||||
Total segment
EBITDA |
$ | 24,338 | $ | 20,515 | $ | 3,823 | 18.6 | % | ||||||||
9