BWAY Holding Company Reports Sales and Earnings for the Fourth Quarter and Fiscal Year Ended September 30, 2010

Dec 14, 2010, 18:05 ET from BWAY Holding Company

ATLANTA, Dec. 14, 2010 /PRNewswire-FirstCall/ -- BWAY Holding Company, a leading North American supplier of general line rigid containers, today reported net sales for fiscal 2010 of $1.0 billion compared to $904.4 million last year. The year-over-year increase was attributable to the August 2009 acquisition of Central Can Company and the October 2009 acquisition of Ball Corporation's plastic pail business (the "Recent Acquisitions"), and to increased demand for the Company's products.  Overall sales volume, excluding the effect of the Recent Acquisitions, increased approximately 3.3% over the prior year reflecting a modest market recovery. Fourth quarter net sales were $275.2 million, increasing 10.3% when compared with revenue of $249.4 million for the same quarter of fiscal 2009. The quarter-over-quarter increase was attributable to the Recent Acquisitions, higher plastic packaging segment selling prices resulting from resin cost increases passed through to customers, and to a lesser extent, to increased demand for the Company's products.  Overall sales volume for the quarter, excluding the effect of the Recent Acquisitions, increased approximately 3.8% compared with the fourth quarter of fiscal 2009.

The Company also reported adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, and certain other items noted in the accompanying GAAP reconciliation) for fiscal 2010 was $140.9 million for fiscal 2010 compared to $125.0 million for fiscal 2009, and $39.1 million for the fourth quarter compared to $36.2 million for the same period last year.

Fiscal 2010 gross margin (excluding depreciation and amortization) was $156.4 million compared to $148.9 million for fiscal 2009. Gross margin for fiscal 2010 included $5.3 million of manufacturers profit in beginning inventory and one-time costs associated with the June 2010 sale of the Company to affiliates of Madison Dearborn Partners, LLC (the "MDP Transaction").  Excluding these items, gross margin increased $12.8 million primarily as a result of the Recent Acquisitions including achieved synergies, increased demand for the Company's products, and benefits of cost reduction initiatives taken over the past two years. Fourth quarter gross margin was $42.0 million, including $2.6 million of amortization of manufacturers profit in beginning inventory, compared to $42.5 million for the same quarter last year. An increase in gross margin in the Company's metal packaging segment was partially offset by reductions in plastic packaging segment margins due to near-term timing issues with regard to the pass through of resin price changes.

Depreciation and amortization expense for fiscal 2010 was $59.1 million compared to $44.8 million for fiscal 2009, and $18.9 million for the fourth quarter of fiscal 2010 compared to $12.3 million for the same quarter last year. The increase is primarily attributable to the Recent Acquisitions, higher depreciation and amortization resulting from a write-up of assets to fair value associated with the MDP Transaction, and depreciation on capital expenditures.

Selling and administrative expense was $23.7 million for fiscal 2010 compared to $23.4 million last year, and $5.7 million for the fourth quarter compared to $5.4 million for the same quarter last year. The fourth quarter increase was primarily related to the timing of certain expenses.

The Company recorded restructuring charges of $5.3 million and $2.2 million for fiscal 2010 and the fourth quarter, respectively. The charges were primarily associated with previously announced plant closures.

Interest expense was $41.0 million for fiscal 2010 compared to $35.1 million last year, and $13.6 million for the fourth quarter compared to $8.7 million for the same quarter last year. The increase is attributable to a higher level of debt with associated higher average interest rates resulting from the financing of the MDP Transaction.

During fiscal 2010 the Company recorded certain expenses related to the MDP Transaction including $30.4 million of merger transaction costs and $59.9 million loss on extinguishment of debt. These more than offset income generated from normal operations resulting in a loss before income taxes of $64.7 million.  

Fiscal 2010 benefit from income taxes was $16.5 million compared to a provision for income taxes for fiscal 2009 of $11.2 million. Following the close of the MDP Transaction the Company completed required filings with the Internal Revenue Service to carry-back pretax losses. The Company subsequently received a $26.1 million tax refund during the fourth fiscal quarter of 2010, and an additional $5.3 million early in fiscal 2011.

Net loss for fiscal 2010 was $48.2 million compared to net income of $23.5 million for fiscal 2009, and fourth quarter net income of $0.7 million compared to $9.0 million for the same quarter last year.  Adjusted net income (see accompanying reconciliations to GAAP financial measures) was $26.3 million for fiscal 2010 compared to $31.0 million last year. The reported adjustments related primarily to the MDP Transaction. Adjusted net income for the fourth quarter of fiscal 2010 was $4.0 million compared to adjusted net income for the year-earlier period of $11.4 million.

Business Segments

Metal Packaging

Sales for the Company's metal packaging segment were $178.6 million for the fourth quarter of fiscal 2010, compared to $167.5 million in the year-earlier period. The increase was largely due to the Central Can Company acquisition and to higher demand for the Company's products.  Excluding the effects of the Recent Acquisitions, overall volumes increased approximately 5.3% compared to the fourth quarter last year.

Metal packaging segment earnings (excluding depreciation and amortization) were $31.1 million, or 17.4% of segment sales for the fourth quarter of fiscal 2010 compared to $29.6 million or 17.7% of segment sales for the same quarter of fiscal 2009. In addition to the favorable effect of higher volume and the August 2009 Central Can Company acquisition, the Company's metal segment earnings continue to benefit from cost reduction and productivity initiatives implemented over the past two years.

Plastic Packaging

Sales for the Company's plastic packaging segment were $96.6 million for the fourth quarter of fiscal 2010, compared to $81.9 million for the year-earlier period. The increase resulted largely from the Recent Acquisitions and increases in resin costs passed through to customers in the form of higher selling prices, partially offset by an overall decrease in demand for the Company's products. Excluding the effect of the Recent Acquisitions, volume increased approximately 0.6% over the fourth quarter last year.

Plastic packaging segment earnings (excluding depreciation and amortization) were $8.9 million or 9.2% of segment sales for the quarter, compared to $11.3 million, or 13.8% of segment sales for the fourth quarter of fiscal 2009. The decrease in plastic packaging segment earnings resulted primarily from the timing and magnitude of price changes in the cost of resin, and the lag associated with selling price pass through of cost changes to customers. Additionally, during the quarter segment earnings were negatively impacted by integration and start-up costs associated with the consolidation of the Company's Toccoa, GA plastic pail plant operations into the recently acquired Newnan, GA plant.  

Corporate

Cash and cash equivalents increased from $16.1 million at the beginning of the fourth quarter to $101.3 million at the end of the quarter. The increase is primarily attributable to the previously discussed income tax refund of $26.1 million, and cash generated from operations including typical fourth quarter working capital reduction.

Capital expenditures for fiscal 2010 were $24.5 million compared to $18.5 million in fiscal 2009. The increase is partially due to expenditures related to plant rationalizations associated with the Recent Acquisitions.

Adjusted free cash flow (see accompanying reconciliations to GAAP financial measures) for fiscal 2010 was $56.1 million compared to $52.8 million for fiscal 2009.

About BWAY Holding Company

BWAY Holding Company is a leading North American supplier of general line rigid containers. The Company operates 22 plants throughout the United States and Canada serving industry leading customers on a national basis.

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are subject to substantial risks, uncertainties and assumptions. You should not place reliance on these statements. Forward-looking statements include information concerning our liquidity and our possible or assumed future results of operations, including descriptions of our business strategies. These statements often include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "seek," "will," "may" or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. As you read and consider this document, you should understand that these statements are not guarantees of performance or results. Many factors could affect our actual performance and results and could cause actual results to differ materially from those expressed in the forward-looking statements. Please refer to our Form 10-K filing for the fiscal year ended September 27, 2009, and our other filings with the United States Securities and Exchange Commission, for a discussion of other factors that may affect future performance or results.

In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this document might not prove to be accurate and you should not place undue reliance upon them. All forward- looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Measures

The Company provides financial measures and terms not calculated in accordance with accounting principles generally accepted in the United States (GAAP).  Presentation of non-GAAP financial measures such as, but not limited to "EBITDA," "adjusted EBITDA," "EBIT," "adjusted EBIT," gross margin (excluding depreciation and amortization) and "adjusted net income (loss)," provide investors with an alternative method for assessing the Company's operating results in a manner that enables them to more thoroughly evaluate the Company's performance. These non-GAAP financial measures provide a baseline for assessing the Company's future earnings expectations. BWAY's management uses these non-GAAP financial measures for the same purpose. The non-GAAP financial measures included in this news release are provided to give investors access to the types of measures that the Company uses in analyzing its results.

BWAY's calculation of non-GAAP financial measures is not necessarily comparable to similarly titled measures reported by other companies. These non-GAAP financial measures may be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. Schedules that reconcile these non-GAAP financial measures to GAAP financial measures are included with this news release.

BWAY Holding Company and Subsidiaries

Summary Consolidated Financial Data (Unaudited)

(Amounts in millions)












Three Months Ended


Twelve Months Ended



Sept. 30, 2010


Sept. 27, 2009


Sept. 30, 2010


Sept. 27, 2009

Statements of Operations:









Net sales


$        275.2


$        249.4


$    1,030.9


$       904.4

Cost of products sold (excluding depr. and amort.)


233.2


206.9


874.5


755.5

Gross margin (excluding depr. and amort.)


42.0


42.5


156.4


148.9

Other costs and expenses









   Depreciation and amortization


18.9


12.3


59.1


44.8

   Selling and administrative expense


5.7


5.4


23.7


23.4

   Restructuring charge


2.2


2.7


5.3


5.6

   Interest expense, net


13.6


8.7


41.0


35.1

   Merger transaction costs


0.4


-


30.4


-

   Business acquisition costs


0.5


-


1.1


-

   Loss on extinguishment of debt


-


-


59.9


4.8

   Other


(0.4)


0.9


0.6


0.5

         Total other costs and expenses


40.9


30.0


221.1


114.2










Income (loss) before income taxes


1.1


12.5


(64.7)


34.7

Provision for (benefit from) income taxes


0.4


3.5


(16.5)


11.2










Net income (loss)


$            0.7


$            9.0


$       (48.2)


$         23.5



















Reconciliation of Adjusted EBITDA to Net Income (Loss)









Net income (loss)


$            0.7


$            9.0


$       (48.2)


$         23.5

Interest expense, net


13.6


8.7


41.0


35.1

Provision for income taxes


0.4


3.5


(16.5)


11.2

Depreciation and amortization


18.9


12.3


59.1


44.8










   EBITDA


33.6


33.5


35.4


114.6










Adjustments:









Restructuring charge


2.2


2.7


5.3


5.6

One time costs associated with merger


-


-


4.3


-

Merger transactions costs


0.4


-


30.4


-

Business acquisition costs


0.5


-


1.1


-

Loss on extinguishment of debt


-


-


59.9


4.8

Non-cash charge related to increased inventory carrying value


2.6


-


3.7


-

Stock-based compensation


0.3


-


1.0


-

Loss on derivatives


0.2


-


0.2


-

Successor foreign exchange


(0.7)


-


(0.4)


-

   Adjusted EBITDA


39.1


36.2


140.9


125.0

Less: Depreciation and amortization


18.9


12.3


59.1


44.8

   Adjusted EBIT


$          20.2


$          23.9


$         81.8


$         80.2










Reconciliation of Net Income (Loss) to Adjusted Net Income









Net income (loss)


$            0.7


$            9.0


$       (48.2)


$         23.5

Adjustments:









Restructuring charge


2.2


2.7


5.3


5.6

Accelerated depreciation


-


0.6


1.7


0.6

One time costs associated with merger


-


-


4.3


-

Merger transactions costs


0.4


-


30.4


-

Business acquisition costs


0.5


-


1.1


-

Loss on extinguishment of debt


-


-


59.9


4.8

Non-cash charge related to increased inventory carrying value


2.6


-


3.7


-

Loss on derivatives


0.2


-


0.2


-

Successor foreign exchange


(0.7)


-


(0.4)


-

Income tax benefit related to the above adjustments


(1.9)


(0.9)


(31.7)


(3.5)

Adjusted net income


$            4.0


$          11.4


$         26.3


$         31.0



BWAY Holding Company and Subsidiaries

Summary Consolidated Financial Data (Unaudited)

(Amounts in millions)



Three Months Ended


Twelve Months Ended



Sept. 30, 2010


Sept. 27, 2009


Sept. 30, 2010


Sept. 27, 2009

Business Segment Information:


















Net sales









    Metal packaging


$        178.6


$        167.5


$       656.1


$       590.1

    Plastic packaging


96.6


81.9


374.8


314.3

    Consolidated net sales


275.2


249.4


1,030.9


904.4










Income (loss) before income taxes









    Segment earnings (excluding depr. and amort.)









       Metal packaging


31.1


29.6


115.7


94.1

       Plastic packaging


8.9


11.3


34.9


46.0

       Total segment earnings (excluding depr. and amort.)


40.0


40.9


150.6


140.1










    Depreciation and amortization









       Metal packaging


11.7


6.0


30.6


21.3

       Plastic packaging


6.1


5.9


26.2


22.0

       Total segment depreciation and amortization


17.8


11.9


56.8


43.3

       Corporate depreciation and amortization


1.1


0.4


2.3


1.5

       Consolidated depreciation and amortization


18.9


12.3


59.1


44.8










    Corporate and other expenses









       Corporate undistributed expense


3.7


3.8


17.9


14.6

       Restructuring charge


2.2


2.7


5.3


5.6

       Interest expense, net


13.6


8.7


41.0


35.1

       Merger transaction costs


0.4


-


30.4


-

       Business acquisition costs


0.5


-


1.1


-

       Loss on extinguishment of debt


-


-


59.9


4.8

       Other (income) expense, net


(0.4)


0.9


0.6


0.5










Consolidated income (loss) before income taxes


$            1.1


$          12.5


$       (64.7)


$         34.7










As of



Sept. 30, 2010


Sept. 27, 2009

Condensed Balance Sheets:





Assets





    Cash and cash equivalents


$       101.3


$         88.7

    Accounts receivable, net of allow. for doubtful accts.


121.0


103.8

    Inventories, net


106.1


87.0

    Other current assets


26.5


15.6

       Total current assets


354.9


295.1






    Property, plant and equipment, net


163.7


160.9

    Goodwill and other intangible assets, net


813.3


388.4

    Other assets


31.1


11.1

      Total Assets


$    1,363.0


$       855.5






Liabilities and Stockholders' Equity





    Accounts payable


$       133.1


$         98.0

    Other current liabilities


54.0


63.3

    Current portion of long-term debt


4.9


6.5

       Total current liabilities


192.0


167.8






    Long-term debt (excluding current portion)


683.8


395.8

    Other long-term liabilities


205.6


93.6

    Stockholders' equity


281.6


198.3

       Total Liabilities and Stockholders' Equity


$    1,363.0


$       855.5



BWAY Holding Company and Subsidiaries





Summary Consolidated Financial Data (Unaudited)





(Amounts in millions)












Twelve Months Ended

Statements of Cash Flows:


Sept. 30, 2010


Sept. 27, 2009

Cash Flows From Operating Activities





Net (loss) income


$       (48.2)


$         23.5

Adjustments to reconcile net (loss) income to net cash provided by operating activities





    Depreciation


36.9


29.9

    Amortization of other intangibles


22.2


14.9

    Amortization of debt issuance costs


2.7


2.2

    Accretion of debt discount


3.4


2.0

    Non-cash charge related to increased inventory carrying value


3.7


-

    Benefit from doubtful accounts


(0.1)


(0.7)

   (Gain) loss on disposition of property, plant and equipment


(0.4)


0.1

    Deferred income taxes


15.8


(7.5)

    Stock-based compensation expense


4.2


1.0

    Loss on extinguishment of debt


59.9


4.8

Changes in operating assets and liabilities:





    Accounts receivable


(15.7)


16.3

    Inventories


(15.5)


31.3

    Other assets


(1.6)


5.0

    Accounts payable


33.5


(61.3)

    Other liabilities


(5.8)


4.9

    Income taxes


(29.5)


4.9

Net cash provided by operating activities


65.5


71.3






Cash Flows From Investing Activities





    Capital expenditures


(24.5)


(18.5)

    Business acquisitions


(540.5)


(27.7)

    Other


0.4


-

Net cash used in investing activities


(564.6)


(46.2)






Cash Flows From Financing Activities





    Proceeds from issuance of senior  notes


202.2


200.0

    Proceeds from initial credit facility borrowings


487.5


-

    Repayment of senior notes


(228.5)


(200.0)

    Premium paid on tender/call of senior notes


(28.6)


(3.3)

    Repayments of other long-term debt


(203.5)


(18.1)

    Principal repayments under capital lease obligations


(0.7)


(1.7)

    Proceeds from stock option exercises


1.6


2.1

    Issuance of common stock


293.8


-

    Excess tax benefits related to share-based payments


15.0


0.6

    Debt issuance costs incurred


(27.1)


(5.5)

Net cash provided by (used in) financing activities


511.7


(25.9)






Effect of exchange rate changes on cash and cash equivalents


-


(2.6)

Net increase (decrease)  in cash and cash equivalents


12.6


(3.4)

Cash and cash equivalents, beginning of period


88.7


92.1

Cash and cash equivalents, end of period


$       101.3


$         88.7





Twelve Months Ended



Sept. 30, 2010


Sept. 27, 2009

Reconciliation of net cash provided by operating activities to adjusted free cash flow:





Net cash provided by operating activities


$     65.5


$     71.3

Capital expenditures


(24.5)


(18.5)

Free cash flow


41.0


52.8

Impact of MDP Transaction


15.1


-

Adjusted free cash flow


$     56.1


$     52.8



SOURCE BWAY Holding Company