10-QPeriod: Q3 FY2019

Amcor plc Quarterly Report for Q3 Ended Mar 31, 2019

Filed May 9, 2019For Securities:AMCRAMCCF

Summary

Amcor plc (AMCR) filed its Form 10-Q for the period ending March 31, 2019, detailing its status as a newly formed holding company primarily established to facilitate a significant transaction. The company reported no operational revenue or expenses, with its net loss of $34 attributable solely to administrative and incorporation fees. The primary focus for investors in this filing is the pending merger with Bemis Company, Inc., which is expected to close in May 2019. This transaction will result in Amcor plc becoming a combined entity, with former Amcor Limited shareholders expected to hold approximately 71% and former Bemis shareholders approximately 29% of the new company. The financial statements reflect the pre-transaction structure, showing minimal activity and capital raised through share subscriptions and short-term debt to cover organizational costs.

Financial Highlights

40 data points
Beta

Revenue

$2.31B

18.2% Gross Margin

Net Income

$112.60M

4.9% Net Margin

EPS (Diluted)

$0.48

Total Assets

$130.00

Cash & Equivalents

$130.00

Free Cash Flow

-$113.30M

Financial Statements
Beta
Revenue$2.31B
Cost of Revenue$1.89B
Gross Profit$419.80M
R&D Expenses$15.80M
SG&A Expenses$220.60M
Operating Expenses$34
Operating Income$181.30M
Interest Expense$51.10M
Net Income$112.60M
EPS (Basic)$0.48
EPS (Diluted)$0.48
Shares Outstanding (Basic)231.42M
Shares Outstanding (Diluted)231.54M

Key Highlights

  • 1Amcor plc is a newly formed holding company established to facilitate the acquisition of Bemis Company, Inc. and Amcor Limited.
  • 2The company reported no operating revenue or net sales, with a net loss of $34 primarily due to general and administrative expenses related to its incorporation.
  • 3The anticipated merger with Bemis Company, Inc. is expected to close in May 2019, subject to closing conditions.
  • 4Upon closing, Amcor plc will become a combined entity, with former Amcor Limited shareholders owning approximately 71% and former Bemis shareholders approximately 29%.
  • 5The company raised $130 million from ordinary share subscriptions and $34 million in short-term debt to fund its initial organizational costs.
  • 6Amcor plc currently has no established credit facilities and no significant exposure to market risks as it has no operations or financial transactions.
  • 7The company's disclosure controls and procedures were evaluated and found to be effective as of the end of the period.

Frequently Asked Questions

Amcor plc was formed as a holding company specifically to facilitate the upcoming merger with Bemis Company, Inc. and Amcor Limited. This 10-Q filing reflects the company's initial setup and minimal pre-transaction activities as it prepares for the closing of this significant transaction.

For the period ending March 31, 2019, Amcor plc reported no net sales or operating revenues. The company incurred a net loss of $34, which was entirely attributed to general and administrative expenses related to its incorporation and organization. The balance sheet shows cash and cash equivalents of $130, and total assets and liabilities of $130 each, with total shareholders' equity of $96.

The merger with Bemis Company, Inc. is currently anticipated to close in May 2019, subject to the satisfaction of closing conditions. Following the completion of the transactions, Amcor plc will continue as a holding company, with former Amcor Limited shareholders expected to hold approximately 71% of Amcor and former Bemis shareholders expected to hold approximately 29% of the combined entity.

The primary risk for Amcor plc at this stage is the successful completion of the pending merger with Bemis Company, Inc. Uncertainties include the timing of completion and whether the merger will occur at all. Other risks mentioned relate to the potential inability to realize expected benefits from the transaction, as well as general business risks that will become more relevant once operations commence post-merger. These are detailed in the company's Form S-4 filing.