Ardagh Metal Packaging S.A 6-K, filed Feb 24, 2022
Ardagh Metal Packaging S.A. (AMBP)
About this 6-K
Ardagh Metal Packaging S.A filed this 6-K on February 24, 2022.
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2022
Commission File Number: 001-40709
Ardagh Metal Packaging S.A.
(Name of Registrant)
56, rue Charles Martel
L-2134 Luxembourg, Luxembourg
+352 26 25 85 55
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F x | Form 40-F ¨ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXHIBIT INDEX
The following exhibit is filed as part of this Form 6-K:
| Exhibit No. |
Exhibit | |
| 99.1 | Ardagh Metal Packaging S.A. Trading Update on Fourth Quarter and Full Year 2021 Results |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Ardagh Metal Packaging S.A. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 24, 2022
| Ardagh Metal Packaging S.A. | ||
| By: | /s/ Oliver Graham | |
| Name: | Oliver Graham | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
2021 TRADING UPDATE OF ARDAGH METAL PACKAGING S.A.
On February 24, 2022, Ardagh Metal Packaging S.A. (“AMPSA”) announced results for the fourth quarter and year ended December 31, 2021, which included financial information as at December 31, 2021 and for the three months and year ended December 31, 2021 and December 31, 2020, respectively. Such information is reproduced below.
Financial Performance Review
Bridge of 2020 to 2021 Revenue and Adjusted EBITDA
Three months ended December 31, 2021
| Revenue | Europe | Americas | Group | |||||||||
| $'m | $'m | $'m | ||||||||||
| Revenue 2020 | 398 | 495 | 893 | |||||||||
| Organic | 62 | 137 | 199 | |||||||||
| FX translation | (5 | ) | — | (5 | ) | |||||||
| Revenue 2021 | 455 | 632 | 1,087 | |||||||||
| Adjusted EBITDA | Europe | Americas | Group | |||||||||
| $'m | $'m | $'m | ||||||||||
| Adjusted EBITDA 2020 | 52 | 88 | 140 | |||||||||
| Organic | 3 | 23 | 26 | |||||||||
| FX translation | (1 | ) | — | (1 | ) | |||||||
| Adjusted EBITDA 2021 | 54 | 111 | 165 | |||||||||
| 2021 margin % | 11.9 | % | 17.6 | % | 15.2 | % | ||||||
| 2020 margin % | 13.1 | % | 17.8 | % | 15.7 | % | ||||||
Year ended December 31, 2021(1)
| Revenue | Europe | Americas | Group | |||||||||
| $'m | $'m | $'m | ||||||||||
| Revenue 2020 | 1,599 | 1,852 | 3,451 | |||||||||
| Organic | 159 | 365 | 524 | |||||||||
| FX translation | 80 | — | 80 | |||||||||
| Revenue 2021 | 1,838 | 2,217 | 4,055 | |||||||||
| Adjusted EBITDA | Europe | Americas | Group | |||||||||
| $'m | $'m | $'m | ||||||||||
| Adjusted EBITDA 2020 | 249 | 296 | 545 | |||||||||
| Organic | 19 | 85 | 104 | |||||||||
| FX translation | 13 | — | 13 | |||||||||
| Adjusted EBITDA 2021 | 281 | 381 | 662 | |||||||||
| 2021 margin % | 15.3 | % | 17.2 | % | 16.3 | % | ||||||
| 2020 margin % | 15.6 | % | 16.0 | % | 15.8 | % | ||||||
| 1 |  |
Group Performance
Fourth Quarter
Group
Revenue of $1,087 million for the fourth quarter increased by $194 million, or 22%, at both actual and constant exchange rates, compared with the same period last year, mainly reflecting strong volume/mix growth and the pass through to customers of higher input costs.
Fourth quarter Adjusted EBITDA of $165 million increased by 18% at actual exchange rates compared with the same period last year. On a constant currency basis, Adjusted EBITDA increased by 19%, principally due to favorable volume/mix effects, which includes an impact from the Group’s growth investment program.
Americas
Fourth quarter revenue increased by 28% to $632 million, compared with the same period last year, principally reflecting favorable volume/mix effects and the pass through of higher input costs.
Adjusted EBITDA for the quarter of $111 million increased by 26%, compared with $88 million in the same period last year, due to favorable volume/mix effects, which includes an impact of the Group’s growth investment program, and strong cost management.
Europe
Revenue of $455 million increased by 14% in the fourth quarter, compared with the same period last year. On a constant currency basis, revenue increased by 16%, principally due to favorable volume/mix effects and the pass through of higher input costs.
Adjusted EBITDA for the quarter of $54 million increased by $2 million, or 4%, at actual exchange rates, and by 6% at constant currency, compared with the same period last year. The increase in Adjusted EBITDA was principally due to a strong volume performance, partly offset by input cost inflation.
Full Year
Group
Revenue increased by $604 million, or 18%, to $4,055 million in 2021, compared with $3,451 million in 2020. On a constant currency basis, revenue increased by 15%, principally due to favorable volume/mix effects, which includes an impact of the Group’s growth investment program and the pass through to customers of higher input costs.
Adjusted EBITDA increased by $117 million, to $662 million in 2021, compared with $545 million in 2020. On a constant currency basis, Adjusted EBITDA increased by 19%, principally due to favorable volume/mix effects, which includes an impact of the Group’s growth investment program and strong cost management.
Americas
Revenue increased by $365 million, or 20%, to $2,217 million in the year ended December 31, 2021, compared with $1,852 million in the year ended December 31, 2020. Revenue growth reflected favorable volume/mix effects of 7%, and the pass through of higher input costs.
Adjusted EBITDA increased by $85 million, or 29%, to $381 million in the year ended December 31, 2021, compared with $296 million in the year ended December 31, 2020. Adjusted EBITDA growth was mainly driven by favorable volume/mix effects, including a positive impact from the Group’s growth investment program.
Europe
Revenue increased by $239 million, or 15%, to $1,838 million in the year ended December 31, 2021, compared with $1,599 million in the year ended December 31, 2020. On a constant currency basis, the increase in revenue of 9%, principally reflects favorable volume/mix effects of 4% and the pass through of higher input costs.
Adjusted EBITDA increased by $32 million, or 13%, to $281 million in the year ended December 31, 2021, compared with $249 million in the year ended December 31, 2020. Excluding favorable foreign currency translation effects of $13 million the increase in Adjusted EBITDA of 7% reflected favorable volume/mix effects, which included a contribution from the Group’s growth investment program, as well as operating cost savings.
| 2 | |
Unaudited Consolidated Condensed Income Statement for the three months and year ended December 31, 2021 and 2020 (1)
| Three months ended December 31, 2021 | Three months ended December 31, 2020 | |||||||||||||||||||||||
| Before | Exceptional | Before | Exceptional | |||||||||||||||||||||
| exceptional items | items | Total | exceptional items | items | Total | |||||||||||||||||||
| $'m | $'m | $'m | $'m | $'m | $'m | |||||||||||||||||||
| Revenue | 1,087 | — | 1,087 | 893 | — | 893 | ||||||||||||||||||
| Cost of sales | (932 | ) | (14 | ) | (946 | ) | (747 | ) | (3 | ) | (750 | ) | ||||||||||||
| Gross profit | 155 | (14 | ) | 141 | 146 | (3 | ) | 143 | ||||||||||||||||
| Sales, general and administration expenses | (43 | ) | (2 | ) | (45 | ) | (50 | ) | (7 | ) | (57 | ) | ||||||||||||
| Intangible amortization | (36 | ) | — | (36 | ) | (38 | ) | — | (38 | ) | ||||||||||||||
| Operating profit | 76 | (16 | ) | 60 | 58 | (10 | ) | 48 | ||||||||||||||||
| Net finance expense | (31 | ) | (15 | ) | (46 | ) | 13 | — | 13 | |||||||||||||||
| Profit before tax | 45 | (31 | ) | 14 | 71 | (10 | ) | 61 | ||||||||||||||||
| Income tax charge | (4 | ) | 6 | 2 | (6 | ) | 9 | 3 | ||||||||||||||||
| Profit for the period | 41 | (25 | ) | 16 | 65 | (1 | ) | 64 | ||||||||||||||||
| Earnings per share: | $ | 0.03 | ||||||||||||||||||||||
| Year ended December 31, 2021 | Year ended December 31, 2020 | |||||||||||||||||||||||
| Before | Exceptional | Before | Exceptional | |||||||||||||||||||||
| exceptional items | items | Total | exceptional items | items | Total | |||||||||||||||||||
| $'m | $'m | $'m | $'m | $'m | $'m | |||||||||||||||||||
| Revenue | 4,055 | — | 4,055 | 3,451 | — | 3,451 | ||||||||||||||||||
| Cost of sales | (3,409 | ) | (30 | ) | (3,439 | ) | (2,896 | ) | (7 | ) | (2,903 | ) | ||||||||||||
| Gross profit | 646 | (30 | ) | 616 | 555 | (7 | ) | 548 | ||||||||||||||||
| Sales, general and administration expenses | (176 | ) | (242 | ) | (418 | ) | (176 | ) | (13 | ) | (189 | ) | ||||||||||||
| Intangible amortization | (151 | ) | — | (151 | ) | (149 | ) | — | (149 | ) | ||||||||||||||
| Operating profit | 319 | (272 | ) | 47 | 230 | (20 | ) | 210 | ||||||||||||||||
| Net finance expense | (178 | ) | (57 | ) | (235 | ) | (70 | ) | — | (70 | ) | |||||||||||||
| (Loss)/profit before tax | 141 | (329 | ) | (188 | ) | 160 | (20 | ) | 140 | |||||||||||||||
| Income tax charge | (39 | ) | 17 | (22 | ) | (43 | ) | 14 | (29 | ) | ||||||||||||||
| (Loss)/profit for the year | 102 | (312 | ) | (210 | ) | 117 | (6 | ) | 111 | |||||||||||||||
| 3 | |
Unaudited Consolidated Condensed Statement of Financial Position (1)
| At December 31, 2021 | ||||
| $'m | ||||
| Non-current assets | ||||
| Intangible assets | 1,662 | |||
| Property, plant and equipment | 1,842 | |||
| Other non-current assets | 160 | |||
| 3,664 | ||||
| Current assets | ||||
| Inventories | 407 | |||
| Trade and other receivables | 512 | |||
| Cash and cash equivalents | 463 | |||
| Other current assets including contract assets | 279 | |||
| 1,661 | ||||
| TOTAL ASSETS | 5,325 | |||
| TOTAL EQUITY | 286 | |||
| Non-current liabilities | ||||
| Borrowings including lease obligations | 2,831 | |||
| Other non-current liabilities* | 808 | |||
| 3,639 | ||||
| Current liabilities | ||||
| Borrowings including lease obligations | 56 | |||
| Payables and other current liabilities | 1,344 | |||
| 1,400 | ||||
| TOTAL LIABILITIES | 5,039 | |||
| TOTAL EQUITY and LIABILITIES | 5,325 | |||
* Other non-current liabilities include liabilities for earnout shares of $292 million and warrants of $33 million.
| 4 | |
Unaudited Consolidated Condensed Statement of Cash Flows (1)
| Three months ended | Year ended | |||||||
| December 31, 2021 | December 31, 2021 | |||||||
| $'m | $'m | |||||||
| Cash flows from operating activities | ||||||||
| Cash from operations (2) | 336 | 611 | ||||||
| Interest paid | (63 | ) | (105 | ) | ||||
| Income tax paid | (13 | ) | (48 | ) | ||||
| Cash flows from operating activities | 260 | 458 | ||||||
| Cash flows used in investing activities | ||||||||
| Capital expenditure | (259 | ) | (686 | ) | ||||
| Purchase of business, net of cash acquired | (5 | ) | (5 | ) | ||||
| Cash flows used in investing activities | (264 | ) | (691 | ) | ||||
| Cash flows (used in)/from financing activities | ||||||||
| Net proceeds from borrowings | – | 2,768 | ||||||
| Net repayment of related party borrowings to Ardagh | (14 | ) | (2,736 | ) | ||||
| Proceeds from share issuance, net of costs | (9 | ) | 925 | |||||
| Payment as part of capital reorganization | – | (574 | ) | |||||
| Cash received from Ardagh | – | 206 | ||||||
| Lease payments | (14 | ) | (48 | ) | ||||
| Redemption premium and issuance costs paid | – | (52 | ) | |||||
| Deferred debt issue costs paid | (2 | ) | (35 | ) | ||||
| Net cash (outflow)/inflow from financing activities | (39 | ) | 454 | |||||
| Net (decrease)/increase in cash and cash equivalents | (43 | ) | 221 | |||||
| Cash and cash equivalents at beginning of period | 496 | 257 | ||||||
| Foreign exchange gain/(loss) on cash and cash equivalents | 10 | (15 | ) | |||||
| Cash and cash equivalents at end of period | 463 | 463 | ||||||
Financial assets and liabilities
At December 31, 2021, the Group’s net debt and available liquidity was as follows:
| Drawn amount | Available liquidity | |||||||
| $'m | $'m | |||||||
| Senior Secured and Senior Notes | 2,726 | — | ||||||
| Global Asset Based Loan Facility | — | 325 | ||||||
| Lease obligations | 182 | — | ||||||
| Other borrowings/credit lines | 19 | — | ||||||
| Total borrowings / undrawn facilities | 2,927 | 325 | ||||||
| Deferred debt issue costs | (40 | ) | — | |||||
| Net borrowings / undrawn facilities | 2,887 | 325 | ||||||
| Cash and cash equivalents | (463 | ) | 463 | |||||
| Net debt / available liquidity | 2,424 | 788 | ||||||
| At December 31, 2021 | ||||
| $'m | ||||
| Net Debt | 2,424 | |||
| LTM Adjusted EBITDA | 662 | |||
| Net debt to LTM Adjusted EBITDA (3) | 3.7x | |||
| 5 | |
Reconciliation of profit/(loss) for the period to Adjusted EBITDA (4)
| Three months ended | Year ended | |||||||
| December 31, 2021 | December 31, 2021 | |||||||
| $'m | $'m | |||||||
| Profit for the period | 16 | (210 | ) | |||||
| Income tax (credit)/charge | (2 | ) | 22 | |||||
| Net finance expense | 46 | 235 | ||||||
| Depreciation and amortization | 89 | 343 | ||||||
| Exceptional operating items (5) | 16 | 272 | ||||||
| Adjusted EBITDA | 165 | 662 | ||||||
Reconciliation of Adjusted EBITDA (4) to Adjusted operating cash flow and Adjusted free cash flow (6)
| Three months ended | Year ended | |||||||
| December 31, 2021 | December 31, 2021 | |||||||
| $m | $m | |||||||
| Adjusted EBITDA | 165 | 662 | ||||||
| Movement in working capital | 209 | 16 | ||||||
| Maintenance capital expenditure | (25 | ) | (88 | ) | ||||
| Lease payments | (14 | ) | (48 | ) | ||||
| Adjusted operating cash flow | 335 | 542 | ||||||
| Interest paid | (63 | ) | (105 | ) | ||||
| Income tax paid | (13 | ) | (48 | ) | ||||
| Adjusted free cash flow - pre Growth Investment capital expenditure | 259 | 389 | ||||||
| Growth investment capital expenditure | (234 | ) | (598 | ) | ||||
| Adjusted free cash flow - post Growth Investment capital expenditure | 25 | (209 | ) | |||||
Related Footnotes
(1) For information related to and including the period prior to April 1, 2021, please refer to the unaudited combined interim financial statements prepared on a carve-out basis from the consolidated financial statements of Ardagh Group S.A., as included in the unaudited consolidated interim financial statements of the Group for the three and nine months ended September 30, 2021, which are available at https://www.ardaghmetalpackaging.com/corporate/investors
For information related to the period ended December 31, 2020, please refer to the audited combined financial statements of the AMP Business for the year ended December 31, 2020, as incorporated by reference in the Form 20-F filed with the U.S. Securities and Exchange Commission by Ardagh Metal Packaging S.A. on August 10, 2021.
(2) Cash from operations for the three months ended December 31, 2021 is derived from the aggregate of Adjusted EBITDA as presented in the table “Reconciliation of profit for the period to Adjusted EBITDA, Adjusted operating cash flow and Adjusted free cash flow,” working capital inflows of $209 million and $16 million, respectively, and other exceptional cash outflows of $38 million and $67 million, respectively.
(3) Net debt is comprised of net borrowings, net of cash, cash equivalents and restricted cash held in escrow. Net borrowings comprises non-current and current borrowings including lease obligations.
(4) AMPSA does not present a reconciliation to the most comparable GAAP measure for Adjusted EBITDA for the three months and year ended December 31, 2020 because such information was historically reported to provide information about reportable segments of the Ardagh Group S.A. and its subsidiaries.
(5) Exceptional operating items for the year ended December 31, 2021 of $272 million is primarily comprised of an expense of $205 million relating to the service for the listing of the Shares upon the completion of the Business Combination on August 4, 2021, $41 million of professional advisory fees in relation to the Business Combination and transactions and other costs related to transformation initiatives, and $30 million start-up related costs incurred for the Group’s investment programs.
(6) Ardagh Group historically did not present information about adjusted operating cash flow on the level of reportable segments and consequently AMPSA does not provide a reconciliation to the most comparable GAAP measure for the three months and year ended December 31, 2020 and the year ended December 31, 2021.
| 6 | |
About Ardagh Metal Packaging
Ardagh Metal Packaging (AMP) is a leading global supplier of infinitely recyclable, sustainable, metal beverage cans and ends to brand owners. A subsidiary of sustainable packaging business Ardagh Group, AMP is a leading industry player across Europe and the Americas with innovative production capabilities. AMP operates 24 production facilities in nine countries, employing close to 5,800 employees and had sales of $4.1 billion in 2021.
Forward-Looking Statements
This trading update includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this trading update is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this trading update. Any forward-looking information presented herein is made only as of the date of this trading update, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
Non-GAAP Financial Measures
This trading update may contain certain financial measures such as Adjusted EBITDA, Adjusted operating cash flow, Adjusted free cash flow, net debt and ratios relating thereto that are not calculated in accordance with IFRS or US GAAP. Non-GAAP financial measures may be considered in addition to GAAP financial information, but should not be used as substitutes for the corresponding GAAP measures. The non-GAAP financial measures used by AMP may differ from, and not be comparable to, similarly titled measures used by other companies.
| 7 | |