reyn-8k_20210209.htm

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2021

 

REYNOLDS CONSUMER PRODUCTS INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

001-39205

 

45-3464426

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1900 W. Field Court

Lake Forest, Illinois

 

60045

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (800) 879-5067

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.001 Par Value

 

REYN

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 


 

Item 2.02. Results of Operations and Financial Condition

On February 9, 2021, Reynolds Consumer Products Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

 

 

Exhibit No.

 

Description

 

 

 

99.1

  

Press Release issued by Reynolds Consumer Products Inc., dated February 9, 2021

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 9, 2021

 

 

 

 

 

 

 

 

 

 

 

REYNOLDS CONSUMER PRODUCTS INC.

 

 

 

 

 

 

 

By:

 

/s/ David Watson

 

 

 

 

David Watson

 

 

 

 

General Counsel and Secretary

 

 

 

 

 

 

 

reyn-ex991_7.htm

Exhibit 99.1

 

 

Reynolds Consumer Products Reports Fourth Quarter and Fiscal 2020 Financial Results

Reports record annual net revenues and profits

Sees sustained and fundamental shift in demand

Expects another year of record net revenues

Announces $100 million voluntary debt payment

Announces 5% increase in quarterly dividend

LAKE FOREST, IL, February 9, 2021 – (BUSINESSWIRE) - Reynolds Consumer Products Inc. (“Reynolds,” “RCP” or the “Company”) today reported results for the fiscal year and fourth quarter ended December 31, 2020.

Fiscal Year 2020 Highlights

 

Net Revenues of $3,263 million, up 8% on prior year net revenues

 

Net Income of $363 million; Adjusted Net Income of $413 million1

 

Earnings Per Share of $1.77; Adjusted Earnings Per Share of $1.971

 

Adjusted EBITDA of $717 million1, up 9% on prior year Adjusted EBITDA

 

Net revenues growth was driven by a shift to more at-home use of Company products and the introduction of several new products.  The increase in Adjusted EBITDA was driven by the increase in net revenues and lower material and manufacturing costs, partially offset by higher personnel, advertising and logistics costs.

“We reported record performance in 2020, our first year as a public company, delivering strong results because of the hard work, dedication, and commitment of our more than 5,000 employees in a very difficult environment,” said Lance Mitchell, President and Chief Executive Officer. “We expect to build on last year’s performance with another year of record net revenues. We will continue to grow with our categories due to a sustained and fundamental shift in consumer demand coupled with our innovations and best in class service. Our role as category champions aligns us with our retailers, who are also invested in continued growth. We expect 2021 to be another dynamic year, and I look forward to a second consecutive year of strong performance as a public company.”


 

1 

Adjusted Net Income, Adjusted Earnings Per Share and Adjusted EBITDA are non-GAAP measures. Refer to the discussion on non-GAAP financial measures and reconciliations included in this release. In addition, as further described in Note 1 to the non-GAAP reconciliation included within this release, the share count utilized for Adjusted Earnings Per Share has been adjusted to reflect the additional shares issued as a result of the IPO as though they were outstanding for the entire period.


 

Fourth Quarter 2020 Highlights

 

Net Revenues of $888 million, up 6% on prior year net revenues

 

Net Income of $112 million; Adjusted Net Income of $119 million2

 

Earnings Per Share of $0.53; Adjusted Earnings Per Share of $0.572

 

Adjusted EBITDA of $198 million2, down 7% from prior year Adjusted EBITDA

The increase in net revenues was driven by strong demand, most significantly in our Hefty Waste & Storage segment, and the introduction of new products.  The decrease in Adjusted EBITDA was primarily due to increased material and manufacturing, logistics, advertising and personnel costs.  

Segment Results

Reynolds Cooking & Baking

Net revenues increased 8% for the year, driven by consumer demand and growth across the portfolio, resulting in more than $1 billion in annual retail sales for the Reynolds brand family by yearend. In the fourth quarter, net revenues increased slightly and were constrained by low inventory levels entering the quarter and COVID-related staffing challenges encountered during the quarter. The 9% decrease in Adjusted EBITDA in the fourth quarter was driven by higher logistics and advertising costs.

Hefty Waste & Storage

Net revenues increased 15% for the year, driven by consumer demand and the continued strength of the Hefty brand and portfolio. In the fourth quarter, net revenues grew 22%, driven by increased consumer demand and higher pricing, reflecting fewer trade promotions than in the prior year. The 10% increase in Adjusted EBITDA in the fourth quarter was due to the revenue growth, partially offset by increased material and manufacturing costs.  

Hefty Tableware

Net revenues increased 2% for the year, driven by the introduction of several new products and recovery from an initial fall-off in demand for business and restaurant items shortly after the start of the COVID-19 pandemic. In the fourth quarter, net revenues were flat versus the prior year with the impact of new products and higher pricing, offset by softness in business and restaurant items serviced by certain retail partners and fewer and smaller social gatherings as a result of the COVID-19 pandemic. The 4% decrease in Adjusted EBITDA in the fourth quarter was primarily driven by increased advertising and material and manufacturing costs.

Presto Products

Net revenues increased 4% for the year, driven by consumer demand and in spite of the exit of low-margin business in the fall of 2019. In the fourth quarter, net revenues increased 6%, driven by consumer demand. The 25% decrease in Adjusted EBITDA in the fourth quarter was mainly due to increased material and manufacturing costs.


 

2 

Adjusted Net Income, Adjusted Earnings Per Share and Adjusted EBITDA are non-GAAP measures. Refer to the discussion on non-GAAP financial measures and reconciliations included in this release. In addition, as further described in Note 1 to the non-GAAP reconciliation included within this release, the share count utilized for Adjusted Earnings Per Share has been adjusted to reflect the additional shares issued as a result of the IPO as though they were outstanding for the entire period.


 

Balance Sheet and Cash Flow Highlights

 

At December 31, 2020, our cash and cash equivalents was $312 million, and our outstanding debt was $2,233 million, resulting in a net debt of $1,921 million.3

 

During 2020, we made voluntary debt payments totaling $200 million on our $2,475 million senior secured term loan facility.  Subsequent to December 31, 2020, we made an additional $100 million voluntary debt payment, bringing our outstanding balance to $2,133 million.

 

Capital expenditures were $143 million for the fiscal year ended December 31, 2020, compared to $109 million in the prior year, driven by operational ownership of two facilities previously managed by a related party and additional capacity in response to increased demand.

 

The Company’s Board of Directors has approved a quarterly dividend of $0.23 per common share, reflecting a 5% increase on its prior quarterly dividend of $0.22 per share.

Fiscal Year and First Quarter Outlook

The Company expects the following results for its fiscal year ended December 31, 2021:

 

 

Net revenues to grow low single digits on $3,263 million in the prior year

 

Net Income to be in the range of $400 million to $415 million; Adjusted Net Income to be in the range of $412 million to $427 million3

 

Earnings Per Share to be in the range of $1.90 to $1.98 per share; Adjusted Earnings Per Share to be in the range of $1.96 to $2.03 per share3

 

Adjusted EBITDA to be in the range of $710 million to $730 million3

 

Net Debt to be in the range of $1.7 billion to $1.8 billion3 at December 31, 2021

 

The Company expects the following results for its first quarter ended March 31, 2021:

 

 

Net revenues to grow mid-single digits on $730 million in the prior year

 

Net Income to be in the range of $71 million to $75 million; Adjusted Net Income to be in the range of $73 million to $77 million3

 

Earnings Per Share to be in the range of $0.34 to $0.36 per share; Adjusted Earnings Per Share to be in the range of $0.35 to $0.37 per share3

 

Adjusted EBITDA to be in the range of $138 million to $143 million3

 

“As you can see, we expect another year of record net revenues,” said Michael Graham, Chief Financial Officer, “and we are committed to protecting profitability with pricing and cost management to counter rising commodity, logistics and other costs. We expect a strong start to the year, followed by the effect of unfavorable volume and cost comparisons in the second and third quarters and a benefit from more favorable cost comparisons in the fourth quarter.”

Quarterly Dividend

The Company’s Board of Directors has approved a quarterly dividend of $0.23 per common share, reflecting a 5% increase on its prior quarterly dividend of $0.22 per share. The Company expects to pay this dividend on March 9, 2021 to shareholders of record as of February 23, 2021.

Conference Call and Webcast Presentation

The Company will host a conference call to discuss these results today at 4:00 p.m. Central Time (5:00 p.m. Eastern Time). Please visit the “Events & Presentations” section of Reynolds’ Investor Relations website at https://investors.reynoldsconsumerproducts.com/ under “News & Events” to access the live listen-only webcast and presentation. Investors interested in participating in the live call can dial 877-423-9813 from the U.S. and 201-689-8573 internationally. The Company has also posted presentation slides, which are available now on Reynolds’ Investor Relations website.

A replay will be archived online in the “Events and Presentations” section of the Investor Relations website and will also be available telephonically approximately two hours after the call concludes through Tuesday, February 23, 2021, by dialing 844-512-2921 from the U.S., or 412-317-6671 from international locations, and entering confirmation code 13714457.

About Reynolds Consumer Products Inc.

RCP’s mission is to simplify daily life so consumers can enjoy what matters most. RCP is a market-leading consumer products company with a presence in 95% of households across the United States. RCP produces and sells products across three broad categories: cooking products, waste & storage products and tableware that are sold under iconic brands such as Reynolds and Hefty, as well as under store brands that are strategically important to RCP’s customers. Overall, across both branded and store brand offerings, RCP holds the #1 or #2 U.S. market share position in the majority of product categories in which it participates.

 

Note to Investors Regarding Forward Looking Statements

This press release contains statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including our first quarter and fiscal year 2021 guidance. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “outlook”, “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “sees” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including but not limited to the risk factors set forth in our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q.

For additional information on these and other factors that could cause our actual results to materially differ from those set forth herein, please see our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K and subsequent filings. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

REYN-F

Contact

Investors

Mark Swartzberg

Mark.Swartzberg@reynoldsbrands.com

(847) 482-4081

 

Media

Kate Ottavio Kent

Kate.OttavioKent@icrinc.com

(203) 682-8276

 

3 

Adjusted Net Income, Adjusted Earnings Per Share, Adjusted EBITDA and Net Debt are non-GAAP measures. Refer to the discussion on non-GAAP financial measures and reconciliations included in this release.

 


Reynolds Consumer Products Inc.

Consolidated Statements of Income

(in millions, except for per share data)

 

 

Three Months Ended December 31

 

 

Year Ended December 31

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net revenues

 

$

861

 

 

$

800

 

 

$

3,147

 

 

$

2,883

 

Related party net revenues

 

 

27

 

 

 

35

 

 

 

116

 

 

 

149

 

Total net revenues

 

 

888

 

 

 

835

 

 

 

3,263

 

 

 

3,032

 

Cost of sales

 

 

(621

)

 

 

(572

)

 

 

(2,290

)

 

 

(2,152

)

Gross profit

 

 

267

 

 

 

263

 

 

 

973

 

 

 

880

 

Selling, general and administrative expenses

 

 

(98

)

 

 

(74

)

 

 

(358

)

 

 

(305

)

Other expense, net

 

 

(3

)

 

 

(31

)

 

 

(29

)

 

 

(65

)

Income from operations

 

 

166

 

 

 

158

 

 

 

586

 

 

 

510

 

Non-operating expense, net

 

 

 

 

 

(1

)

 

 

 

 

 

 

Interest expense, net

 

 

(13

)

 

 

(35

)

 

 

(70

)

 

 

(209

)

Income before income taxes

 

 

153

 

 

 

122

 

 

 

516

 

 

 

301

 

Income tax expense

 

 

(41

)

 

 

(32

)

 

 

(153

)

 

 

(76

)

Net income

 

$

112

 

 

$

90

 

 

$

363

 

 

$

225

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Basic

 

$

0.53

 

 

$

0.58

 

 

$

1.78

 

 

$

1.45

 

     Diluted

 

$

0.53

 

 

$

0.58

 

 

$

1.77

 

 

$

1.45

 

Shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Basic

 

 

209.7

 

 

 

155.5

 

 

204.5

 

 

 

155.5

 

     Diluted

 

 

209.8

 

 

 

155.5

 

 

204.5

 

 

 

155.5

 


 

Reynolds Consumer Products Inc.

Consolidated Balance Sheets

As of December 31

(in millions, except for per share data)

 

 

 

2020

 

 

2019

 

Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

312

 

 

$

102

 

Accounts receivable, net

 

 

292

 

 

 

13

 

Other receivables

 

 

9

 

 

 

7

 

Related party receivables

 

 

8

 

 

 

14

 

Inventories

 

 

419

 

 

 

418

 

Other current assets

 

 

13

 

 

 

16

 

Total current assets

 

 

1,053

 

 

 

570

 

Property, plant and equipment, net

 

 

612

 

 

 

537

 

Operating lease right-of-use assets, net

 

 

61

 

 

 

42

 

Goodwill

 

 

1,879

 

 

 

1,879

 

Intangible assets, net

 

 

1,092

 

 

 

1,123

 

Other assets

 

 

25

 

 

 

9

 

Total assets

 

$

4,722

 

 

$

4,160

 

Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

185

 

 

$

135

 

Related party payables

 

 

41

 

 

 

72

 

Related party accrued interest payable

 

 

 

 

 

18

 

Current portion of long-term debt

 

 

25

 

 

 

21

 

Accrued and other current liabilities

 

 

181

 

 

 

132

 

Total current liabilities

 

 

432

 

 

 

378

 

Long-term debt

 

 

2,208

 

 

 

1,990

 

Long-term related party borrowings

 

 

 

 

 

2,214

 

Long-term operating lease liabilities

 

 

51

 

 

 

35

 

Deferred income taxes

 

 

326

 

 

 

294

 

Long-term postretirement benefit obligation

 

 

53

 

 

 

48

 

Other liabilities

 

 

37

 

 

 

19

 

Total liabilities

 

$

3,107

 

 

$

4,978

 

Stockholders’ equity

 

 

 

 

 

 

 

 

Common stock, $0.001 par value; 2,000 shares authorized; 209.7 shares issued and outstanding

 

 

 

 

 

 

Additional paid-in capital

 

 

1,381

 

 

 

 

Net Parent deficit

 

 

 

 

 

(823

)

Accumulated other comprehensive income

 

 

1

 

 

 

5

 

Retained earnings

 

 

233

 

 

 

 

Total stockholders' equity

 

 

1,615

 

 

 

(818

)

Total liabilities and stockholders' equity

 

$

4,722

 

 

$

4,160

 


 

Reynolds Consumer Products Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31

(in millions)

 

 

 

2020

 

 

2019

 

Cash provided by (used in) operating activities

 

 

 

 

 

 

 

 

Net income

 

$

363

 

 

$

225

 

Adjustments to reconcile net income to operating cash flows:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

99

 

 

 

91

 

Deferred income taxes

 

 

67

 

 

 

1

 

Unrealized (gains) losses on commodity derivatives

 

 

 

 

 

(9

)

Stock compensation expense

 

 

5

 

 

 

 

Change in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(279

)

 

 

2

 

Other receivables

 

 

(2

)

 

 

6

 

Related party receivables

 

 

5

 

 

 

(27

)

Inventories

 

 

 

 

 

2

 

Accounts payable

 

 

54

 

 

 

(6

)

Related party payables

 

 

(28

)

 

 

(89

)

Related party accrued interest payable

 

 

(18

)

 

 

133

 

Income taxes payable

 

 

7

 

 

 

72

 

Accrued and other current liabilities

 

 

38

 

 

 

9

 

Other assets and liabilities

 

 

8

 

 

 

(7

)

Net cash provided by operating activities

 

 

319

 

 

 

403

 

Cash provided by (used in) investing activities

 

 

 

 

 

 

 

 

Acquisition of property, plant and equipment

 

 

(143

)

 

 

(109

)

Advances to related parties

 

 

 

 

 

(170

)

Repayments from related parties

 

 

 

 

 

151

 

Net cash used in investing activities

 

 

(143

)

 

 

(128

)

Cash provided by (used in) financing activities

 

 

 

 

 

 

 

 

Proceeds from long-term debt, net of discounts

 

 

2,472

 

 

 

 

Repayment of long-term debt

 

 

(218

)

 

 

(21

)

Repayments of PEI Group Credit Agreement

 

 

(8

)

 

 

 

Advances from related parties

 

 

240

 

 

 

67

 

Repayments to related parties

 

 

(3,627

)

 

 

(141

)

Deferred debt transaction costs

 

 

(28

)

 

 

(4

)

Proceeds from IPO settlement facility

 

 

1,168

 

 

 

 

Repayment of IPO settlement facility

 

 

(1,168

)

 

 

 

Issuance of common stock

 

 

1,410

 

 

 

 

Equity issuance costs

 

 

(69

)

 

 

 

Dividends paid

 

 

(124

)

 

 

 

Net transfers from (to) Parent

 

 

(14

)

 

 

(97

)

Net cash provided by (used in) financing activities

 

 

34

 

 

 

(196

)

Cash and cash equivalents:

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

 

210

 

 

 

79

 

Balance as of beginning of the year

 

 

102

 

 

 

23

 

Balance as of end of the year

 

$

312

 

 

$

102

 

 

 

 

 

 

 

 

 

 

Cash paid:

 

 

 

 

 

 

 

 

Interest - long-term debt

 

 

60

 

 

 

103

 

Interest - related party borrowings

 

 

23

 

 

 

6

 

Income taxes

 

 

76

 

 

 

4

 


 

Reynolds Consumer Products Inc.

Segment Results

($ in millions)

 

 

Reynolds

Cooking

& Baking

 

 

Hefty

Waste &

Storage

 

 

Hefty

Tableware

 

 

Presto

Products

 

 

Unallocated

 

 

Total

 

Revenues

 

 

 

Three months ended December 31, 2020

 

$

335

 

 

$

214

 

 

$

207

 

 

$

132

 

 

$

 

 

$

888

 

Three months ended December 31, 2019

 

 

332

 

 

 

176

 

 

 

206

 

 

 

124

 

 

 

(3

)

 

 

835

 

Year ended December 31, 2020

 

 

1,159

 

 

 

818

 

 

 

763

 

 

 

533

 

 

 

(10

)

 

 

3,263

 

Year ended December 31, 2019

 

 

1,076

 

 

 

709

 

 

 

751

 

 

 

511

 

 

 

(15

)

 

 

3,032

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended December 31, 2020

 

 

85

 

 

 

53

 

 

 

50

 

 

 

18

 

 

 

(8

)

 

 

198

 

Three months ended December 31, 2019

 

 

93

 

 

 

48

 

 

 

52

 

 

 

24

 

 

 

(3

)

 

 

214

 

Year ended December 31, 2020

 

 

254

 

 

 

236

 

 

 

170

 

 

 

98

 

 

 

(41

)

 

 

717

 

Year ended December 31, 2019

 

 

209

 

 

 

190

 

 

 

178

 

 

 

91

 

 

 

(13

)

 

 

655

 

Components of Change in Net Revenues for the Three Month Ended December 31, 2020 vs. the Three Month Ended December 31, 2019

 

 

 

Price

 

 

Volume/Mix

 

 

Total

 

Reynolds Cooking & Baking

 

 

%

 

 

1

%

 

 

1

%

Hefty Waste & Storage

 

 

3

%

 

 

19

%

 

 

22

%

Hefty Tableware

 

 

2

%

 

 

(2

)%

 

 

%

Presto Products

 

 

%

 

 

6

%

 

 

6

%

Total RCP

 

 

1

%

 

 

5

%

 

 

6

%

 

Components of Change in Net Revenues for the Year Ended December 31, 2020 vs. the Year Ended December 31, 2019

 

 

Price

 

 

Volume/Mix

 

 

Total

 

Reynolds Cooking & Baking

 

 

(2

)%

 

 

10

%

 

 

8

%

Hefty Waste & Storage

 

 

(1

)%

 

 

16

%

 

 

15

%

Hefty Tableware

 

 

1

%

 

 

1

%

 

 

2

%

Presto Products

 

 

(1

)%

 

 

5

%

 

 

4

%

Total RCP

 

 

(1

)%

 

 

9

%

 

 

8

%

 

 

Use of Non-GAAP Financial Measures

We use non-GAAP financial measures “Adjusted EBITDA,” “Adjusted Net Income,” “Adjusted Earnings Per Share,” and “Net Debt” in evaluating our past results and future prospects. We define Adjusted EBITDA as net income calculated in accordance with GAAP, plus the sum of income tax expense, net interest expense, depreciation and amortization and further adjusted to exclude unrealized gains and losses on commodity derivatives, factoring discounts (pre-IPO), the allocated related party management fee (pre-IPO) and IPO and separation-related costs. We define Adjusted Net Income and Adjusted Earnings Per Share as Net Income and Earnings Per Share calculated in accordance with GAAP, plus the sum of IPO and separation-related costs, the impact of a tax legislation change under the CARES Act enacted March 27, 2020, as applicable, and any unrealized gains or losses on commodity derivatives. We define Net Debt as the current portion of long-term debt plus long term debt less cash and cash equivalents.

We present Adjusted EBITDA because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions. In addition, our chief operating decision maker uses Adjusted EBITDA of each reportable segment to evaluate the operating performance of such segments. We use Adjusted Net Income and Adjusted Earnings Per Share as supplemental metrics to evaluate our business’ performance in a way that also considers our ability to generate profit without the impact of certain items. We use Net Debt as we believe it is a more representative measure of our liquidity. Accordingly, we believe presenting these metrics provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors.


Non- GAAP information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, our non-GAAP financial measures may not be the same as or comparable to similar non-GAAP financial measures presented by other companies.

Guidance for fiscal year 2021, where adjusted, is provided on a non-GAAP basis, which the Company will continue to identify as it reports its future financial results. The Company cannot reconcile its expected Adjusted EBITDA to expected Net Income under “First Quarter and Fiscal Year Outlook” without unreasonable effort because certain items that impact net income and other reconciling metrics are out of the Company's control and/or cannot be reasonably predicted at this time, which unavailable information could have a significant impact on the Company’s GAAP financial results. In addition, the Company cannot reconcile its expected Net Debt to expected total debt without reasonable effort because certain items that impact total debt and other reconciling metrics are out of the Company’s control and/or cannot be reasonable predicted at this time, which unavailable information could have a significant impact on the Company’s GAAP financial results.

Please see reconciliations of non-GAAP measures used in this release (with the exception of our first quarter and fiscal 2021 Adjusted EBITDA outlook and Net Debt outlook, as described above) to the most directly comparable GAAP measures, on the following page.

 

 

 


 

Reynolds Consumer Products Inc.

Reconciliation of Net Income to Adjusted EBITDA

(amounts in millions)

 

  

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(in millions)

 

 

(in millions)

 

Net income – GAAP

 

$

112

 

 

$

90

 

 

$

363

 

 

$

225

 

Income tax expense

 

 

41

 

 

 

32

 

 

 

153

 

 

 

76

 

Interest expense, net

 

 

13

 

 

 

35

 

 

 

70

 

 

 

209

 

Depreciation and amortization

 

 

27

 

 

 

28

 

 

 

99

 

 

 

91

 

Factoring discount

 

 

 

 

 

10

 

 

 

 

 

 

25

 

Allocated related party management fee

 

 

 

 

 

3

 

 

 

 

 

 

10

 

IPO and separation-related costs

 

 

5

 

 

 

19

 

 

 

31

 

 

 

31

 

Unrealized gains on derivatives

 

 

 

 

 

 

 

 

 

 

 

(9

)

Other

 

 

 

 

 

(3

)

 

 

1

 

 

 

(3

)

Adjusted EBITDA (Non-GAAP)

 

$

198

 

 

$

214

 

 

$

717

 

 

$

655

 

 

Reconciliation of Net Income and EPS to Adjusted Net Income and Adjusted EPS

(amounts in millions except per share data)

 

 

Three Months Ended December 31, 2020

 

 

Year Ended December 31, 2020

 

 

 

Net Income

 

 

Diluted Shares

 

 

Diluted EPS

 

 

Net Income

 

 

Diluted Shares

 

 

Diluted EPS

 

As Reported - GAAP

 

$

112

 

 

 

210

 

 

$

0.53

 

 

$

363

 

 

 

205

 

 

$

1.77

 

Assume full period impact of IPO shares (1)

 

 

 

 

 

 

 

 

 

 

5

 

 

 

Total

 

 

112

 

 

 

210

 

 

 

0.53

 

 

 

363

 

 

 

210

 

 

 

1.73

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impact of tax legislation change from the CARES Act

 

 

3

 

 

 

210

 

 

 

0.02

 

 

 

27

 

 

 

210

 

 

 

0.13

 

IPO and separation-related costs (2)

 

 

4

 

 

 

210

 

 

 

0.02

 

 

 

23

 

 

 

210

 

 

 

0.11

 

Adjusted (Non-GAAP)

 

$

119

 

 

 

210

 

 

$

0.57

 

 

$

413

 

 

 

210

 

 

$

1.97

 

 

(1)

The Company has assumed the actual shares outstanding at December 31, 2020 to be outstanding for the full year period rather than the weighted average shares outstanding over the course of the period as it is a more meaningful calculation that provides consistency in comparability.

 

(2)

Amounts are after tax calculated using a tax rate of 25%, which is the Company’s effective tax rate for the three and twelve months ended December 31, 2020.

 

 


 

Reynolds Consumer Products Inc.

Reconciliation of Net Debt

(amounts in millions)

 

 

 

As of December 31, 2020

 

 

 

 

 

 

Current portion of Long-Term debt

 

$

25

 

Long-Term Debt

 

 

2,208

 

Total Debt

 

 

2,233

 

Cash and Cash Equivalents

 

 

(312

)

Net Debt (Non-GAAP)

 

$

1,921

 

 

Reconciliation of Q1 2021 Net Income and EPS guidance to Adjusted Net Income and Adjusted EPS guidance

(amounts in millions except per share data)

 

 

Net Income

 

 

Diluted shares

 

 

Diluted Earnings Per Share

 

 

 

low

 

 

high

 

 

outstanding

 

 

low

 

 

high

 

Q1 2021 - Guidance

 

$

71

 

 

$

75

 

 

 

210

 

 

$

0.34

 

 

$

0.36

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   IPO and separation-related costs (1)

 

$

2

 

 

$

2

 

 

 

210

 

 

$

0.01

 

 

$

0.01

 

Q1 2021  - Adjusted Guidance

 

$

73

 

 

$

77

 

 

 

210

 

 

$

0.35

 

 

$

0.37

 

 

Reconciliation of 2021 Net Income and EPS guidance to Adjusted Net Income and Adjusted EPS guidance

(amounts in millions except per share data)

 

 

Net Income

 

 

Diluted shares

 

 

Diluted Earnings Per Share

 

 

 

low

 

 

high

 

 

outstanding

 

 

low

 

 

high

 

Fiscal Year 2021 - Guidance

 

$

400

 

 

$

415

 

 

 

210

 

 

$

1.90

 

 

$

1.98

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   IPO and separation-related costs (1)

 

$

12

 

 

$

12

 

 

 

210

 

 

$

0.06

 

 

$

0.06

 

Fiscal Year 2021  - Adjusted Guidance

 

$

412

 

 

$

427

 

 

 

210

 

 

$

1.96

 

 

$

2.03

 

 

 

(1)

Amounts are after tax calculated using a tax rate of 25%, which is the Company’s expected tax rate for Q1 and FY 2021.