Berry Global Group Inc

NYSE:BERY

Earnings Call Transcript 2019-Q2

[Operator]

Good morning. My name is Kish and I'll be the conference operator today. At this time, I would like to welcome everyone to the Berry Global Earnings Call. All lines have been placed on mute to prevent any background noise. And after the speakers' remarks, there will be a question-and-answer session. Thank you.

I'd now like to turn the call over to Dustin Stilwell. Sir, you may begin your conference.

[Dustin Stilwell, Berry Global Group, Inc.]

Thank you and good morning, everyone. Welcome to Berry's second fiscal quarter 2019 earnings call. Throughout this call, we will refer to the second fiscal quarter as the March 2019 quarter.

Before we begin our call, I would like to mention that on our website we have provided a slide presentation to help guide our discussion this morning. After today's call, a replay will also be available on our website at berryglobal.com under our Investor Relations section.

Joining me from the company, I have Berry's Chief Executive Officer, Tom Salmon; and Chief Financial Officer, Mark Miles. Following Tom and Mark's comments today, we will have a question-and-answer session. In order to allow everyone the opportunity to participate, we do ask that you limit yourself to one question at a time and just fall back into the queue for any follow-up or additional questions.

As referenced on slide 2, during this call, we will be discussing some non-GAAP financial measures. The most directly comparable GAAP financial measures and a reconciliation of the differences between the GAAP and non-GAAP financial measures are available in our earnings release and investor presentation on our website.

And, finally, a reminder that certain statements made today may be forward-looking statements. These statements are made based upon management's expectations and beliefs concerning future events impacting the company and therefore involve a number of uncertainties and risks including, but not limited to those described in our earnings release, Annual Report on Form 10-K, and other filings with the SEC. Therefore, the actual results of operations or financial condition of the company could differ materially from those expressed or implied in our forward-looking statements. Additionally, regarding the RPC Group Plc acquisition, our comments will be limited to our Rule 2.7 Announcement, Scheme Document, and investor presentation materials already provided. Consistent under the UK Takeover Code, our comments will conform to the rules and regulations of the panel.

And now, I would like to turn the call over to Berry's CEO, Tom Salmon.

[Thomas E. Salmon, Berry Global Group, Inc.]

Thank you, Dustin, and good morning, everyone. I want to thank you all for your interest in Berry and welcome you to our fiscal 2019 second quarter earnings conference call. This morning we'll be discussing several topics including an update on our proposed acquisition of RPC, financial results from fiscal second quarter, our recently announced sustainability initiative, as well as our expectations for the balance of fiscal 2019. Afterwards, Mark and I will be happy to answer any questions you may have.

I'd like to start today by providing an update on our proposed acquisition of RPC. On March 8 we announced a superior offer to deploy all of the issued and to be issued ordinary share capital of RPC Group Plc for £0.793 per share in cash. The aggregate consideration will be approximately $6.5 billion, including expenses and refinancing of RPC's net debt.

We're excited to announce that on April 18, shareholders of RPC voted on and approved our proposed offer. We are excited about the opportunity to welcome the team and global capabilities of RPC to the Berry organization upon successful closing, which remains on track for early calendar Q3. We are highly impressed by the tremendous depth and talent and resources embedded within RPC and are looking forward to the opportunity to strengthen our combined platform with the wealth of experience and expertise this team has to offer. We believe this transaction will further enhance the long term outlook for our business and will provide unique value creation opportunity for our shareholders.

We plan to leverage our combined know-how in material science, supply chain, product development, and manufacturing technologies across resin-based applications to build a best-in-class organization. As Dustin stated, as governed by the UK Takeover Rule we will continue to be limited in our discussions regarding further detail on this transaction. For all the information publicly available, please visit our Investor Relations page under Offer for RPC Group link. All further announcements in relation to RPC will be made as and when appropriate.

Turning now to our overall financial results and highlights for the quarter on slide 4. Net sales in the quarter came in at $1.95 billion and we generated record operating EBITDA for any March quarterly period of $354 million. Contributions from recent acquisitions along with lower resin costs offset base volume weakness in our Engineered Materials and Health and Hygiene Specialties business. Our adjusted earnings per share were in line with the prior year quarter at $0.84. And we reported an 86% improvement in adjusted free cash flow, bringing our four quarters ended adjusted free cash flow to a record $715 million.

Now looking at some of our highlights specifically by segment. Our Consumer Packaging business reported strong organic sales growth in the quarter of 6%, largely led by our food service products driven by stronger demand at quick service restaurant and convenience stores. We continue to be encouraged by the momentum of the division, delivering six consecutive quarters of positive organic sales growth. Our Health, Hygiene & Specialties division recorded a 6% improvement in operating EBITDA, including the impact of the Clopay acquisition that closed in fiscal 2018.

We remain pleased with our acquisition of Clopay, which had provided us an opportunity to leverage the people, process and an innovative technology, allowing us to create more value with our customers. Inside our Engineered Materials division as well, we had discussed on prior earnings call, the last few quarters we've worked to qualify alternate and new raw materials to reinforce our low-cost position in the states. This has negatively impacted volumes the last couple quarters due to the operational efficiencies and extended lead times it created. Fortunately, we have dramatically improved our service rates and are now positioned and committed to regain share. We continue to be excited about Laddawn acquisition, which continues to inspire new ways to look at our core business as a vehicle to enhance growth and our customer experience. We are migrating more Berry products to the Laddawn e-Commerce platform with the recent launch of our Chicopee wipers during the quarter and look forward to introducing a more comprehensive launch of Berry products in the near future.

And next, I'm exciting to discuss our announced Sustainability Strategy which we recently released on April 18. This strategy named Impact 2025 is a multi-faceted initiative where we focus on making a positive impact through our products, performance, and with our partners. Relative to products, we will work to optimize design through continued light weight of our products. Additionally, 100% of our packaging products will have options to be reusable, recyclable or compostable. And we will work to encourage the development of renewable materials.

On performance, we want to minimize operational impact by reducing greenhouse gas emissions, reducing landfill waste and lowering energy and water consumption, all the while preventing resin loss through the Operation Clean Sweep program. And lastly, we will engage with our partners to expand and modernize waste infrastructure to increase recovery and prevent loss of plastic to (00:08:08) the environment as well as promoting science-based projects in the use of alternative materials. This commitment along with the work we're doing with the Alliance to End Plastic Waste will allow us to make a greater impact on the end of life for plastics products, improve product recyclability and increase offerings with recycled content. The bottom line is that plastic has become an indispensable part of all of our lives and make our lives better and we must work together to take the necessary steps to drive sustainability throughout the value chain.

Before I turn the call to Mark, who'll review Berry's financial results in more detail, I would like to highlight that the company is well positioned to achieve our historical track record of growing our free cash flow and delivering on these commitments just as we've done every single year as a publicly-traded company. So today, we're reaffirming our cash flow guidance of $670 million for fiscal 2019. Mark will provide more details in his remarks and then I'll come back to discuss our expectations for the balance of 2019 and open the call for questions. Mark.

[Mark W. Miles, Berry Global Group, Inc.]

Thank you, Tom, and good morning, everyone. I'd like to refer everyone to Slide 5 now. First quarter sales were $1,950 million, which was 1% lower than the prior year quarter and slightly higher on a constant currency basis. Strength in our consumer packaging business along with recent acquisition volume was offset by lower volumes in our Engineered Materials and Health, Hygiene & Specialties segments.

From an earnings perspective, we achieved a March quarter Operating EBITDA record of $354 million. Contributions from recent acquisitions, lower resin costs and cost reduction efforts were partially offset by softer base volumes and inflation in other raw materials and manufacturing costs in the quarter. Accounting for the annualized impact from acquired businesses including cost synergies, our adjusted EBITDA was $1.426 billion for the four quarters ended March 2019 quarter.

Looking at the results of each operating segment, starting on slide 6. Sales for our Engineered Materials division for the quarter was $628 million, a decrease of 4% from the prior year quarter primarily attributed to lower organic volumes, partially offset by the Laddawn acquisition. During the quarter we were impacted by the supply disruption related to material qualifications, along with customer destocking. Operating EBITDA in our Engineered Materials division was $113 million, a decrease of $14 million compared to the prior year. Lower sales volumes, the pass-through of lower resin prices and inflation on costs outside of plastic resin exceeded the benefit from lower resin prices.

Next on slide 7, our Health, Hygiene & Specialties division delivered sales of $683 million in the quarter, compared to $706 million in the prior-year quarter. The 3% decrease was primarily attributed to softer demand, the pass-through of lower resin prices and an unfavorable currency impact, partially offset by the Clopay acquisition. Specifically, the organic sales decline was primarily driven by customer destocking, weakness in baby care, and customer product transitions in hygiene. We remain focused on leveraging our scale and low-cost position to secure demand as the hygiene market works through a softer period.

We've worked hard to foster great relationships with the leading end-users in the hygiene category, and our capabilities, know-how and low-cost global platform position us well for the future as these brands will lead the way in terms of innovation and differentiation we will provide.

Operating EBITDA increased 6% in the quarter to $117 million. The $7 million increase in operating EBITDA was primarily a result of the Clopay acquisition, cost reduction initiatives and the timing lag benefits from lower plastic resin costs, partially offset by the lower volumes in the base business, and an unfavorable currency impact.

Turning to slide 8, sales in our Consumer Packaging division were $639 million in the quarter, which was $33 million higher than the March 2018 quarter. The 6% organic sales growth was primarily driven by continued growth from our foodservice products. Operating EBITDA for Consumer Packaging in the quarter was $124 million compared to $113 million in the prior-year quarter. This 10% increase was primarily driven by the continued organic volume growth in the division, the timing lag benefits from lower resin costs, partially offset by the timing lag of recovery and higher other raw material transportation and manufacturing costs.

Slide 9 provides a summary of our income statement for our fiscal second quarter. Overall, operating income decreased slightly to $185 million, primarily as a result of expenses associated with the proposed acquisition of RPC, partially offset by the items previously discussed that drove the $4 million operating EBITDA improvement.

Our net income for the quarter was $74 million compared to $90 million in the prior-year quarter. The $16 million decrease in net income included an $18 million pre-tax expense related to foreign exchange forward contracts entered into as part of the proposed RPC transaction. Earnings per diluted share came in at $0.55 and adjusted earnings per diluted share was $0.84 in the current quarter, in line with the prior-year quarter.

Next, on slide 10, the company generated $170 million of cash flow from operations in the quarter, representing an increase of 29% from the March 2018 quarter, primarily a result of lower plastic resin costs. As a reminder, the majority of our annual adjusted free cash flow is generated in the last half of our fiscal year.

Net capital expenditures in the quarter were $92 million as we incurred spending on cost reduction initiatives as well as growth-related projects. We continued our track record of growing our free cash flow, generating a record level of adjusted free cash flow for the last four quarters of $715 million, which represents an adjusted free cash flow yield of nearly 10% using our quarter-end market capitalization. Our consistently increasing, dependable and substantial free cash flow provides us the opportunity to quickly improve our balance sheet as we have demonstrated historically.

Our financial guidance and assumptions for fiscal 2019 are shown on slide 11. We are reaffirming our fiscal 2019 adjusted free cash flow of $670 million, which includes $1.36 billion of cash flow from operations, partially offset by capital expenditures of $350 million. This guidance includes the use of – for working capital and other cash costs of $10 million, which is an improvement of $35 million from our prior earnings call to partially reflect the benefit of lower resin pricing.

In addition, we are reducing our cash taxes by $15 million, bringing our fiscal 2019 estimate to $150 million. The earnings reduction offset is primarily being driven by the slower start in our Engineered Materials and HH&S segments along with an unfavorable impact from foreign currency exchange. Our estimate for cash interest continues to be $270 million. These guidance assumptions all exclude the proposed acquisition of RPC and will be updated after the acquisition is completed.

This concludes my financial review. And now, I'll turn it back to Tom.

[Thomas E. Salmon, Berry Global Group, Inc.]

Thank you, Mark. We remain committed to continue to do what Berry does well: manufacture products within stable end markets, grow our business organically, leverage our scale advantage and generate consistent, dependable free cash flow while maintaining a strong balance sheet as a leading global supplier of a broad range of innovative, non-woven, flexible, and rigid products.

Furthermore, we continue to work diligently across our business to grow organically and have been able to demonstrate organic volume growth by providing advantaged products in targeted markets. Our record level of expected capital expenditures for 2019 is evidence of our commitment and focus on organic growth to drive further market value for Berry.

Now let me provide a brief recap and update on our RPC acquisition and what the pro forma combination looks like. First, let me begin on slide 12. The combination creates scale-based global plastics and recycled packaging franchise that we're extremely excited about. As a reminder, on slide 13 are the details of the acquisition. Our offer represents a total transaction purchase price of approximately $6.5 billion, including cash consideration to RPC shareholders and refinancing of existing RPC net debt. This represents an approximate 8.3 times pre- and 7 times post-synergy multiple, including expected annual cost synergies of $150 million.

Next, on slide 14, the strategic merit long-term benefits to Berry and financial impacts of this transaction collectively represent extremely compelling rationale for the acquisition of RPC. First, this transformational complementary combination will create a global leader in plastics packaging that enhances our organic and inorganic growth opportunities moving forward. Second, we believe the value creation opportunity for our shareholders is unmatched. The industrial logic and powerful synergy potential create a fantastic opportunity. Third, being able to leverage our combined know-how in material science, supply chain, product development and manufacturing technologies across resin-based applications gives us confidence that this is the right franchise move for Berry.

With an international management team with over 350 years' experience in the plastics conversion industry, we're extremely impressed by the tremendous depth of talent and resources embedded within the RPC organization and are looking for strengthening our combined platform with the wealth of experience and expertise this team has to offer. Additionally, both of our cultures have strong commitment to safety and protecting our employees, which provides a cultural enabler when merging like businesses. We're excited about the potential combined business and believe our combined depth and bandwidth gives us a unique opportunity to provide high quality innovative products for our customers.

Additionally, we believe this highly strategic move puts us in a better long-term position both from an industry and competitive perspective. RPC helps us achieve balance across geographies, markets and substrates. And finally, as I mentioned earlier, it allows us to continue to help raise the awareness of the benefit of a circular economy and the recovery, recycling and reuse of all plastics.

The last point I'll mention on this slide focuses on the meaningful financial impact this transaction is expected to have on our business. Combined sales and EBITDA are expected to increase by 60%, respectively inclusive of the $150 million of annual cost synergy with accretion to earnings and free cash flow metrics.

Turning to slide 15. We're proud of our proven track record, generating dependable, consistent and predictable free cash flow that grows each year. We believe that this acquisition enhances these core fundamentals and strengthens our objective to rapidly de-lever post acquisition.

As you can see in the left side of the slide, the acquisition of RPC provides a path to a significant increase in free cash flow with combined cash flows of over $763 million, which excludes the $150 million of expected annual cost synergies. From this transaction, we have a fully committed debt financing package in place. Our combined net leverage is expected to be 4.8 times and our long term target remains below 4 times. As noted on slide 16, we have proven our ability to complete transformational acquisitions and reinvest organically in the business while also de-risking our balance sheet: and we believe that we can achieve the same result with RPC. For example, we invested over $4 billion of growth capital, including our 2015 acquisition of AVINTIV. We were able to quickly de-lever from 5.1 times to our target range below 4 times within two years. We plan to take the same approach with RPC and our enhancing free cash flow will position us to begin delevered immediately and achieve our desired range quickly and effectively.

And finally, Berry will continue to take the steps necessary to remain a leader in the markets where we participate through a relentless focus on building and strengthening our competitive advantages to ultimately maximize shareholder value. The management of Berry continues to be laser-focused on finding ways to extract more value for our shareholders by reinvesting in our leading low-cost position, leveraging our resources around the business with the greatest – toward the greatest opportunity to grow and create value for our customers, all the while doing our part to protect our environment.

A cornerstone to Berry's success is our people, and our objective is to remain an employer of choice in all the geographies, given the tightness in the labor market that manufacturing companies are facing around the world. I'm confident that the people at Berry will continue to drive positive results and achieve our goals and mission of Always Advancing To Protect What's Important.

Thank you for your continued interest in Berry. And at this time, Mark and I'll be glad to answer any of your questions. Operator.

[Operator]

All right. Our first question comes from the line of Mr. Anthony Pettinari. Your line is open.

[Anthony Pettinari, Citigroup Global Markets, Inc.]

Good morning. On the 7% percent volume decline in Engineered Materials, I'm wondering if it's possible to parse out the decline between customer destocking and the supply disruption related to the material qualifications. And then just outside of those factors, what are you seeing either in the broader industrial economy or maybe in the competitive landscape that sort of explains that kind of volume weakness?

[Thomas E. Salmon, Berry Global Group, Inc.]

Well, as a reminder, the Engineered Materials businesses predominantly serve via distribution: so destocking is a regular component of what they'll do, oftentimes either based on their own financial requirements and/or their anticipation of lower raw material costs coming forward. I'll first and foremost say the following: the service disruptions inside of Engineered Materials ultimately created a scenario that our ability to make and honor commitments was impacted. I own that: this is not on anyone else in the organization. I made the decision ultimately inside of Engineered Materials to qualify alternate raw materials, both resin and non-resin, so strategically we'd have more flexibility. This ultimately created disruption inside this business, which ultimately created a scenario where our lead times just simply were not competitive with the market. We have fixed that problem. Our lead times are back to where they need to be. The problem has been resolved, but the implication will be ultimately, we'll have to be working over the next few quarters or so to recover that lost business. I own that: that was on me. There's never a good time to do that. But the reality is, it created disruption in four or five of our manufacturing sites: and ultimately, we remain committed to regain that share. We continue to be a low-cost provider in the space. Engineered Materials is the cornerstone of our company, and has been for the last 10 years. And my management team and myself and this business is committed to recovering that share.

[Anthony Pettinari, Citigroup Global Markets, Inc.]

Okay. That's helpful. And then just circling back on that, I mean you talked about regaining the share once the qualifications are over. From your comments, just to clarify, you think this is a two-quarter to three-quarter timeframe for gaining that share? Or any other kind of details?

[Thomas E. Salmon, Berry Global Group, Inc.]

Yeah. It's a shorter cycle business that we have in our portfolio, meaning the shortest time to close new business. But as we ultimately close new business, material was taken out of inventory, new goods were put back. It should take place over the next two quarters, yes.

[Anthony Pettinari, Citigroup Global Markets, Inc.]

Okay. That's helpful. I'll turn it over.

[Operator]

Our next question comes from the line of Mr. George Staphos. Your line is open.

[George Leon Staphos, Bank of America Merrill Lynch]

Hi everyone, good morning. Thanks for the detail. I had a two-part question on revenue trends, one touching on Engineered Materials and then the other on Consumer. So, back to the destocking and qualification hurdles that you're trying to get over, Tom, within EM, I was looking – the volume effect in terms of EBITDA relative to the percentage change in volume that you reported didn't seem to be that large of an effect: rather, it was pricing that had a bigger effect on the EBITDA bridge within EM. And so I'm wondering, is this qualification period and destocking, given new challenges in the market in terms of getting the fair value for your products relative (00:26:33) to what's happening within cost. And the related question is, in Consumer, can you talk about how much of the volume gain you're seeing in foodservice looks to be true takeaway versus pipeline fill, if any at all? Thank you, guys.

[Thomas E. Salmon, Berry Global Group, Inc.]

Yeah. Thanks, George. I think just as a reminder, we will periodically see destocking inside our Engineered Materials business. Again, based on our channel marketing and distribution that is a regular component. Let me be very clear. The value proposition that we bring in a distribution-based business inside our Engineered Materials business starts with quality, starts with service: and price is third. So when you are ultimately not able to meet your commitments relative to service, a leg of the stool if you will is removed. I'll be very straightforward: that has been addressed. We have service rates where they need to be relative to the market, and that is the cornerstone of the kind of value that we've created in Engineered Materials over the last 10 years inside of our company. So, we feel that's been remedied. And frankly, we'll recover that over the next two quarters or so and get ourselves back and recover that volume, which we are 100% fully committed to doing.

Inside (00:27:59) Consumer Packaging. This is just continued growth. Frankly, we're about to come into quarter three, which is when we really began the significant volume on the foodservice space from last year. It continues to grow. We are proud that we just completed our sixth consecutive quarter of growth in Consumer Packaging. And I think it's important to note that inside CP, we were very straightforward in terms of where are we directing our capital resources towards specific markets with advantaged products and customers that were committed to that growth. We deploy that exact same strategy in another component of CP, which is our containers business, where we're focused primarily on pet food, fresh food, and DIY with a key focus on creating differentiation around decoration via IML, digital technologies, and Berry Group properties (00:28:58). This allows us, with the scale, number of facilities that we have to offer speed, one-stop shop, cost innovation, and we're beginning to see positive traction in the container space as well that I think ultimately as it plays out over the next couple quarters, we'll consistently be talking not just about foodservice, but similarly have that opportunity to talk about the success that we deployed in container and that we're similarly deploying in our specialty bottle space, specifically around pharmaceutical model. So, we're pleased with that momentum. But, I think it's more important to think holistically around the business, because just as we deployed that strategy, which is six consecutive quarters of growth in CP, we deployed that as well in HH&S, albeit longer lead time items where we've been very clear that we need access to the higher growth regions of the world, specifically China. Those projects are on track to be deployed as we've committed, and we believe will be positive momentums for change inside the HH&S business to offset some of the softness that we've seen in the baby business.

[Operator]

We also have a question from the line of Ghansham Panjabi. Your line is open.

[Matthew T. Krueger, Robert W. Baird & Co., Inc.]

Hi, good morning. This is Matt on for Ghansham. Just assuming that your plants ran at a lower level versus initial expectations, given some of the volume softness in the quarter particularly in HHS and EM, how much do you believe the quarter was impacted on an EBITDA basis from these lower operating rates across the plants? And then maybe if you could talk about if you expect any lingering headwinds from this type of negative operating leverage for the full year? That'd be helpful as well.

[Mark W. Miles, Berry Global Group, Inc.]

Yeah, Matt, so most of our costs in the business are variable costs with resin making up about half of our cost structure. So, the impact of lower volumes or the opposite, higher volumes, does not have a meaningful impact. So I would call it immaterial relative to the quarterly results.

[Matthew T. Krueger, Robert W. Baird & Co., Inc.]

Okay, interesting. And then I was just hoping to touch on volumes. Did you see any type of volume acceleration in April, or can you maybe talk about the run rate volumes for April? And then just given the shift in the underlying operating environment and end markets across your portfolio, can you provide an update on expectations for volumes – core volumes across the full year by segment?

[Thomas E. Salmon, Berry Global Group, Inc.]

CP, we continue to believe that it'll continue to be growing at low single digit that it had last six consecutive quarters. Relative to HHS and EM, it would be more of a consistent profile of what we saw this quarter, in quarter three and quarter four, with churns happening in 2020.

[Matthew T. Krueger, Robert W. Baird & Co., Inc.]

Okay. That's helpful. And then just the run rates, if you could comment on that, that would be really helpful as well.

[Mark W. Miles, Berry Global Group, Inc.]

Yeah. We don't comment on intra-quarter volumes, Matt, I think that was your question if I understood you right. We don't comment intra-quarter.

[Matthew T. Krueger, Robert W. Baird & Co., Inc.]

Okay. Understood. Thanks.

[Operator]

Your next question comes from the line of Mr. Scott Gaffner. Your line is open.

[Scott L. Gaffner, Barclays Capital, Inc.]

Thanks. Just a quick follow-up on that last question. I mean, I guess I realize you're not going to give a number on intra-quarter April, but, Tom, you just said that 3Q, 4Q volumes in HH&S and EM are going to be more consistent with 2Q and the recovery coming in 2019. So is it safe to say that in those two segments we're not – you haven't seen a recovery yet off of the 2Q levels?

[Thomas E. Salmon, Berry Global Group, Inc.]

Both businesses – in HHS, we were specific that the lead time relative to the CapEx, the growth (00:32:58) CapEx doesn't actually get implemented until the end of fiscal 2019. So, we'll be working through that. And again, those projects are on track, both for hygiene – both for wipes in North America as well as specialty filtration. And in EM we're actively going out pursuing that share regain right now, trying to be realistic that given that's the shortest cycle business that we have, it's going to take the next quarter or two to ultimately recover that share. And we'll continue to update on our progress as warranted.

[Scott L. Gaffner, Barclays Capital, Inc.]

Okay. And one quick one on Consumer volumes. When do we start to lap some of the strong growth from the new line that you've been putting in within Consumer for the foodservice? And as part of that, I mean, it sounds like maybe there's some head – tailwinds again from Styrofoam bans, particularly around New York. Are you hearing or seeing anything that maybe gives you some positive momentum in Consumer around something like Versalite maybe coming back to market a little bit more strongly? Thanks.

[Thomas E. Salmon, Berry Global Group, Inc.]

Yeah. Great – good question. And again, the CP is really I think an organization that's poised for growth right now. They've had a very strong track record. They've methodically ultimately deployed the same strategies throughout the business that they started in foodservice to other areas or business like we talk about, specifically containers, I think as that next leg of that stool. The value that we create for our end customers relative to the recyclability of the materials that we sell, like the next generation drink cup, fully recyclable, lighter weight, lower cost, has – I think a positive (00:34:41) momentum relative to people's ambitions to have products that are ultimately reusable, recyclable, or compostable. So, we're going to benefit from that.

Relative to Versalite, customers and – the ongoing customers continue to be interested in the product. We continue to get people interested in learning more about the opportunity that they can ultimately address some of their needs via that substrate. So, the portfolio is incredibly diverse and the great news relative to Berry's portfolio relative to banning, which we don't encourage – Berry primarily uses PE and PP which are – they're just – they're very recyclable and it's why we're working with the Alliance to End Plastic Waste to ultimately help support the creation of the infrastructure to generate higher returns on investments of that infrastructure investment. So, yeah, we're excited. CP is a good business just like all three of ours are and just one of the three prongs of why (00:35:43) Berry goes to market.

[Scott L. Gaffner, Barclays Capital, Inc.]

Perfect. Thanks, Tom.

[Dustin Stilwell, Berry Global Group, Inc.]

Operator?

[Operator]

Yes. We do have a question from the line of Edlain Rodriguez. Your line is open.

[Edlain Rodriguez, UBS Equity Research]

(00:36:14) in the past, like assets we position in (00:36:21) from baby care to adult incontinence, because that market is growing much faster. Like, how is that growing in terms of progress there? What's the status of that and when do you expect to see some volume improvement from there?

[Thomas E. Salmon, Berry Global Group, Inc.]

You broke up a bit, but I believe the question was relative to where do we stand relative to our progress of greater focus on some of the higher growth aspects of HHS. And we continue to deploy more resources to support those areas, specifically adult incontinence, hygiene, specialty filtration as well as the wipes business. And again, those are progressing well. The growth rates in those businesses certainly compared to baby is exponentially higher and it's just a matter of the pivot and making that happen as quickly as possible.

Resources are deployed against it. AI runs on the same assets that we can make baby care. And as we ultimately take a look at that opportunity, both in North America but also on a global basis, we believe this is the appropriate use of those resources.

Still love baby, great space, and we're working very closely with our end users ultimately to make certain from a differentiation perspective, we have the right products in place to meet their needs, and we believe those are breathability and softness and Berry – really, with the combined portfolio both with Clopay as well as the legacy (00:37:54) business gives us unique advantage to serve what is a growing market in AI and a market frankly that people ultimately are dependent on that product line for many years – can be 10 years and 15 years versus the length of time that someone's in baby. So, organization's focused on it: that's where the resources have been deployed against; and the timeliness of the Clopay acquisition actually supports that objective.

[Edlain Rodriguez, UBS Equity Research]

Okay, that makes sense. And one quick one on sustainability. Based on your ongoing conversations with your customers, like how concerned are you about plastics packaging? Because it seems both glass and cans seem to imply that they are on the cusp of replacing plastics. So, how concerned are you about your business?

[Thomas E. Salmon, Berry Global Group, Inc.]

I am – relative to the advantages of plastics versus alternatives, I am completely comfortable. Our circumstance is then just the opposite: we continue to take share from other substrates using the versatility of plastics as a recyclable substrate to win new business. And I'd ask you to think about this: if you're an end user and you're considering other alternatives and when – and as we continue to educate the marketplace, plastics packaging, you know the benefits that you're given in terms of the reduction in amount of energy used, the reduction in the amount of water used, the reduction in the amount of solid waste produced and the reduction in the amount of greenhouse gas emissions produced, plastics is the choice: it hasn't changed. But the narrative and the fact-based discussions that we are bringing to the market through things like the Alliance to End Plastic Waste, other trade organizations, they are migrating our end users actually to the circular economy. They want to make certain that what we're using and what they are using can be reusable, recyclable, compostable. They're heavily focused on how we can reduce greenhouse gas emissions, lower energy costs: and plastics is that substrate.

So the attributes of plastics relative to Consumer Packaging, specifically around barrier, clarity, weight is unmatched and unrivaled. And we are very confident that this is a business that will continue to prosper. If you take a look at the amount of investment that's being made right now in polyolefin capacity, not only in polyethylene, but polypropylene which is now in the early stages as well, we are well positioned. The combined purchases of RPC and Berry post-close will be 7 billion pounds of polyolefins. The amount of benefit that we can bring via material science to this challenge and marrying Berry to what is an actual sustainability leader in Europe, we're very excited about the prospects. And we're happy to compete with other substrates, because we believe the attributes of plastics speak for themselves.

[Edlain Rodriguez, UBS Equity Research]

I mean, Tom, we definitely – we all understand that – or most of us do, but clearly plastics does have a PO (00:41:24) problem. And yeah, I guess the industry needs to do something about it to, you know to educate the general public clearly,

[Thomas E. Salmon, Berry Global Group, Inc.]

I concur and I think – listen, the Alliance to End Plastic Waste, being a cross value chain initiative, we had sponsors that are leaders inside this industry, both from a conversion, raw material and end user perspective. We'll do just that.

[Edlain Rodriguez, UBS Equity Research]

Okay. Good luck.

[Operator]

We also have a question from the line of Neel Kumar. Your line is open.

[Neel Kumar, Morgan Stanley & Co. LLC]

Hi, good morning.

[Thomas E. Salmon, Berry Global Group, Inc.]

Good morning.

[Neel Kumar, Morgan Stanley & Co. LLC]

In EM, you've talked about some investments you made to support packaging converter partners and e-Commerce. Have those benefits started to flow in? And how is that progressing?

[Thomas E. Salmon, Berry Global Group, Inc.]

Yeah, we continue to -we made investments in the converted film space to support the e-Commerce business. I'm going to share an example. That's a business that continues to grow for Berry. As we do – and with all of our end customers, we find ways to continuously improve. One of the aspects that we believe is a core competency of Berry is around engineering for weight reduction. That's a business that continues to grow. And this is – I'll be slow when I say it: we've created an opportunity; we've reduced the weight of that substrate by 20%. We've reduced the weight of that substrate by 20% and the business continues to grow from a unit perspective. We're very excited about it. We're going to continue to invest in and around that. We're going to look to find ways to deploy those assets and that capability around the globe to support which is an ongoing trend relative to package delivery via e-Commerce channel. So, we're very excited about it: continue to be optimistic there.

[Neel Kumar, Morgan Stanley & Co. LLC]

Thanks.

[Operator]

Our next question comes from the line of Salvator Tiano. Your line is open.

[Salvator Tiano, Vertical Research Partners LLC]

Hi, Tom and Mark. So, my first question is a little bit about the volume trends you're seeing specifically in other regions outside of North America, Europe, Brazil, China. Was there anything materially different from what you're seeing here with regard to end market demand and destocking? And specifically about Europe – you already got a few questions about the sustainability issue, but have you actually seen anything specifically in that region with regard to some of your products like wipes?

[Thomas E. Salmon, Berry Global Group, Inc.]

Yeah, so most of our business, Salvator outside the U.S. is currently in nonwovens: that's the bulk of our business. And I would call the regions outside the U.S. as relatively stable. China continues to be a high-growth market for us. And I would say South America, again low-single-digit growth: and Europe, very stable.

[Salvator Tiano, Vertical Research Partners LLC]

Great. And just on Laddawn specifically – I know you bought the company for its platform as well et cetera, but now a couple of quarters in, can you discuss a little bit about the company's contribution to your bottom line EBITDA or EPS in this quarter?

[Thomas E. Salmon, Berry Global Group, Inc.]

We don't break out obviously that level of detail, but I'd say the acquisition is performing as we expected as part of our diligence process and modeling when we bought that business. And so it's performing very well and we had expected and in line for fiscal 2019.

[Salvator Tiano, Vertical Research Partners LLC]

Great. Thank you very much.

[Operator]

The next question comes from the line of Arun Viswanathan. Your line is open.

[Arun Viswanathan, RBC Capital Markets LLC]

All right. Thanks. Good morning. Just a quick question on volumes. I mean, understanding that there was some destocking and potential macro pressures – volumes have been relatively weak in HH&S and EM for quite a bit now. Is there anything that I guess that we can think about as far as a turnaround there? I mean, you referenced 2020: what gives you the confidence that we could see that improvement in – later, as we progress into 2020?

[Thomas E. Salmon, Berry Global Group, Inc.]

Yeah. I'll comment both businesses, HH&S, we deployed more resources towards higher growth substrates, specifically specialty nonwovens, hygiene, adult incontinence and wipes technology. So, in most of those instances, we have CapEx dollars deployed against those. It's longer lead time items and that's – they'll all come online in 2020. So we have the confident relative to the letters of intent we have in place that – and certainly, (00:46:24) the initial qualifications that are underway that that helps turn that business.

Inside Engineered Materials, similarly, this is a business for the last 10 years has been a cornerstone of our company. We are a leader inside of EM in the products that we make, materials perspective in terms of material science, from a service perspective and from a quality perspective. The fact that we did have an excursion that I own and I take responsibility for, we have addressed, we've remedied, and we'll recover that share. I'd also note that the investment in EM relative to the Laddawn acquisition is a similar growth-related investment. The front end of Laddawn from a e-Commerce perspective is something that we're looking to find ways to replicate not only inside of our Engineered Materials business, but in other aspects of the company. We've already launched some of the wiper substrates inside Laddawn model today, and we'll be announcing a broader rollout of Berry-based products via that same front end that we'll be deploying inside of Engineered Materials, which is a more effective way to get to our customer base: it is a lower cost way to get to our customer base as well.

[Arun Viswanathan, RBC Capital Markets LLC]

Thanks. And just – I guess thinking about volumes for a combined Berry RPC, would you expect a similar volume culling post-close that you saw post-AEP and AVINTIV? I mean, CP has had some nice volumes for a number of quarters as you referenced, and – but would that now turn negative post-closing if you go through some culling and how long do you think that would last? Thanks.

[Thomas E. Salmon, Berry Global Group, Inc.]

Can't comment relative to action that would take place post-closing. I can speak relative to Consumer Packaging: it's an incredibly strong franchise; it's a leader in its space; its delivered six consecutive quarters of growth. I expect the CP business to continue to demonstrate its ability to grow in the coming quarters.

[Arun Viswanathan, RBC Capital Markets LLC]

Okay. Thanks.

[Operator]

The next question comes from the line of Adam Josephson. Your line is open.

[Adam Josephson, KeyBanc Capital Markets, Inc.]

Good morning, everyone. Thanks for taking my questions. Tom, just a couple. The sources of volume weakness in HH&S and CP, you talked – not CP, but Engineered, destocking in HH&S, the weakness in baby care and HH&S, the customer product transition in hygiene. Can you just give us a little more sense of which regions you're seeing that in and just a little more detail about what's going on and why – I mean within baby care, obviously declining birth rates would be playing a role, but just any more details about where you're seeing that, what you're seeing ,and how long you expect those issues to persist for?

[Thomas E. Salmon, Berry Global Group, Inc.]

Yeah, the primary impact in HHS is certainly around North America, specifically tied to baby: still a space that we're a leader in. We're not satisfied obviously with the growth rate inside that business. We are working with the premier champions and industry leaders from a brand perspective both in North America and around the world. Feel really good relative to the pace of progress that we're making with those companies in terms of focus on waste, increase our share of wallet, as well as ultimately using both the Laddawn – I should say the Clopay acquisition to create value props that are just unique and Berry can bring to market.

So, Baby is just one of those things that we continue to be totally committed to: it's an area that we're a leader, but we're going to continue to pivot more of the resources towards higher growth areas of the business, specifically AI which is not – can be around (00:50:15) the same assets, and wipes technologies, which is a component of the Mooresville, North Carolina investment that continues to be on track.

Inside Engineered Materials: is predominantly a North American business. And again as I said, destocking is a component of distribution-oriented business and the real driver in EM was targeted based on the fact that we ultimately didn't have a service offering that met the market's needs. And I take responsibility for that. It's been addressed, it's fixed and the entire organization is poised on finding ways to recover that volume as quickly as possible in what is the shortest cycle business that we have inside the company.

[Adam Josephson, KeyBanc Capital Markets, Inc.]

Thanks, but just to drill down a little bit: the baby care, again, is that particularly tied to declining birth rates, or is there something....

[Thomas E. Salmon, Berry Global Group, Inc.]

(00:51:05)...

[Adam Josephson, KeyBanc Capital Markets, Inc.]

And then the destocking in HH&S, I mean, presumably it's just weaker activity, but to the extent the weaker activity persists, wouldn't you see just to continue destocking indefinitely, or how long do you expect that destocking to go on for?

[Thomas E. Salmon, Berry Global Group, Inc.]

The majority of the destocking in HHS was tied to a particular segment with a particular customer that had certain internal needs to make that move. I believe that volume relative to the destock inside of HHS with that particular customer will revert in the back half of this year.

[Adam Josephson, KeyBanc Capital Markets, Inc.]

And the product transition in Hygiene, Tom?

[Thomas E. Salmon, Berry Global Group, Inc.]

Yeah, we're competing all the time inside HHS for new business. And it's a new platform technology and the next-gen product for this specific category. We were actually awarded a lower percentage of the construction of the product itself. I can't get too specific, because there's going to be some competitive information that I don't want to reveal, but it really results in a lower base this way: so the net unit volume for that application was smaller than what it was the previous year. So, the good news is, we are very close to closing new incremental demand with that very end user and it's just a synchronization of the timing that – for it to catch up and to offset the – what (00:52:30) described as basis weight reduction that we ultimately are just simply selling more for that exact next-gen technology, if you will.

[Adam Josephson, KeyBanc Capital Markets, Inc.]

Thanks. And just one on resin. What are your expectations for the balance of the year? Are you just expecting flat resin from here?

[Thomas E. Salmon, Berry Global Group, Inc.]

We're expecting flat resin from where we end Q2. Yes.

[Adam Josephson, KeyBanc Capital Markets, Inc.]

Thank you.

[Operator]

Our next question comes from the line of Mark Wilde. Your line is open.

[Mark Wilde, BMO Capital Markets (United States)]

Yeah. Mark, excuse me if I missed it, but did you get the resin benefit in the second quarter and could you give us what you're expecting for the second half of the year?

[Mark W. Miles, Berry Global Group, Inc.]

Yeah. Mark, so first of all, good morning. Resin, as you know is a pass-through for us. There's a modest timing headwind when it goes up and there's a modest tailwind when it goes down. So the quarter did benefit from a modest tailwind. We didn't disclose the exact amount, but it's certainly a component of the price cost benefit we received in the quarter. And for the balance of the year, we've projected, as Tom just said, flat for the rest of the year, so no incremental headwind or tailwind. But again, in general I would think of plastic resin as just a pass-through for us.

[Mark Wilde, BMO Capital Markets (United States)]

Okay.

[Mark W. Miles, Berry Global Group, Inc.]

(00:53:47) is relatively modest.

[Mark Wilde, BMO Capital Markets (United States)]

Okay. And then, Tom, just back on the sort of plastics and the sustainability issue, I mean, plastics have been recyclable for a long, long time: so that's really not anything new. Can you just share some thoughts with us on what you do to actually improve the recycling rate for plastic packaging to maybe mitigate some of these issues?

[Thomas E. Salmon, Berry Global Group, Inc.]

Great question. The four prongs (00:54:16) of the Alliance are really based on it being a cross value chain initiative. Education is a component of it relative to influencing recycle rates. Demand is another component of it to ultimately create the awareness that there are recyclable post-consumer alternative available. And as the demand increases, the infrastructure to support demand ultimately grows and the recycling rates improve as a result: and that's what the alliance is focused on. And again, obviously, prevention is tied to that enhancement of the waste infrastructure; innovation is focused on the new and sustainable technologies and the business models that we automatically can produce to drive solid economics relative to plastics innovation. Education and engagement: and lastly, cleanup because the initiative is – I think the message – I don't think I know – the message is not, plastics is bad: the issue is, plastics waste is bad. And our objective is to reduce plastics waste and eliminate it altogether, and it really requires that you need a demand component, you need an infrastructure component, you need an education component, and you also may have a cleanup component. And the Alliance is ultimately focused on all of those four initiatives.

I'm pleased with the pace of progress relative to government and the conversations we're having. And I can tell you that the discussions are moving to be less focused on bans, and none of Berry's products are affected by bans, but the focus is really back to the circular economy, because again from a substrate perspective, if you were to replace plastics as I said earlier with other alternatives, you're going to generate and require more energy to produce those products: it's going to require more water to produce those products: it's going to generate more solid waste, and it's going to require and generate more greenhouse gas. So, it gets back to plastics as the right substrate, we've got to address waste. Waste is mitigated by better recycling rates, created by the availability of more infrastructure, driven by demand.

[Operator]

We also have a follow-up question from the line of Mr. Salvator Tiano. Your line is open.

[Salvator Tiano, Vertical Research Partners LLC]

Hi, guys. Two very quick questions on financial items. Firstly, on buybacks, you did repurchase some shares during the quarter. Is it safe to assume that was before you made the formal offer for RPC and that these buybacks will not continue until after the transaction, or do you intend to keep on buying back your stock until the transaction closes?

[Thomas E. Salmon, Berry Global Group, Inc.]

The focus for our company will be on debt reduction. We are committed to have our leverage before 4 times. We are excited about the prospects, given the kind of free cash flow generation that we have and our proven ability to de-lever and strengthen our balance sheet. We'll do the same thing with the RPC acquisition once that's completed. We are committed to that.

[Salvator Tiano, Vertical Research Partners LLC]

Great. And a little bit on the cost of financing. Just when I see your pro forma free cash flow on the slides, it seems to me that the incremental cash interest expense you're assuming is – implies less than 4% interest on the $6.5 billion consideration. Is that correct?

[Mark W. Miles, Berry Global Group, Inc.]

Yes, that is correct, Salvator. That's mostly driven by...

[Salvator Tiano, Vertical Research Partners LLC]

And it...

[Mark W. Miles, Berry Global Group, Inc.]

... cover our (00:58:04) financing costs in Europe, which is where the majority of the business resides.

[Salvator Tiano, Vertical Research Partners LLC]

And is – I see, you said the financing's committed, but are these interest rates locked already or is just the debt committed, but we have to wait until we get closer to the time?

[Mark W. Miles, Berry Global Group, Inc.]

The latter.

[Salvator Tiano, Vertical Research Partners LLC]

Okay. Perfect. Thank you very much.

[Dustin Stilwell, Berry Global Group, Inc.]

Very good. With no further questions, thank you very much for your interest in Berry. We look forward to talking to you next quarter. Thanks very much.

[Operator]

This concludes today's conference call. You may now disconnect.