United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 29, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from___________________to__________________
Commission File Number 33-75706; 01, 02, 03
BPC Holding Corporation
Berry Plastics Corporation
Berry Iowa Corporation
Berry Tri-Plas Corporation
(Exact name of registrant as specified in its charter)
Delaware 35-1814673
- -----------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
(I.R.S. employer identification no.)
101 Oakley Street, Evansville, Indiana 47710
-------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (812) 424-2904
None
- -------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
[X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Number of Shares Outstanding
Common Stock as of June 29, 1996
-----------------------------------------------------------
Class A - Voting - $.01 Par Value 91,000
Class A - Nonvoting - $.01 Par Value 259,000
Class B - Voting - $.01 Par Value 145,058
Class B - Nonvoting - $.01 Par Value 54,942
Class C - Nonvoting - $.01 Par Value 17,000
BPC Holding Corporation and Subsidiaries
Form 10-Q Index
For Quarterly Period Ended June 29, 1996
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets................................. 3
Consolidated Statements of Operations....................... 5
Consolidated Statement of Changes in Stockholders'
Equity (Deficit)......................................... 6
Consolidated Statements of Cash Flows....................... 7
Notes to Consolidated Financial Statements.................. 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............. 11
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K......................... 14
Signature.............................................................. 15
Part 1. Financial Information
Item 1. Financial Statements
BPC Holding Corporation and Subsidiaries
Consolidated Balance Sheets
(In Thousands of Dollars)
June 29, December 30,
1996 1995
------------------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 4,502 $ 8,035
Accounts receivable (less allowance
for doubtful accounts of $612 and $737) 19,749 15,944
Inventories:
Finished goods 10,085 7,743
Raw materials and supplies 4,392 3,897
Custom molds 724 257
------------------------
15,201 11,897
Prepaid expenses and other receivables 901 1,593
Income taxes recoverable 793 411
------------------------
Total current assets 41,146 37,880
Assets held in trust 35,665 _
Property and equipment:
Land 4,289 3,882
Buildings and improvements 16,177 15,712
Machinery, equipment and tooling 74,471 68,801
Automobiles and trucks 565 496
Construction in progress 3,866 4,094
99,368 92,985
------------------------
Less accumulated depreciation 45,548 40,544
------------------------
53,820 52,441
Intangible assets:
Deferred financing and origination
fees (net of accumulated amortization of
$1,993 and $1,555) 10,899 5,962
Excess of cost over net assets
acquired (net of accumulated
amortization of $609 and $425) 4,838 4,782
Patents (net of accumulated 135 139
amortization of $4 and $0)
Covenants not to compete (net of
accumulated amortization of $44 and $27) 56 73
------------------------
15,928 10,956
Deferred income taxes 1,884 2,056
Other 222 132
------------------------
Total assets $148,665 $103,465
========================
BPC Holding Corporation and Subsidiaries
Consolidated Balance Sheets (continued)
(In Thousands of Dollars)
June 29, December 30,
1996 1995
------------------------
(Unaudited)
Liabilities and stockholders' equity
(deficit)
Current liabilities:
Accounts payable $ 12,811 $ 14,074
Accrued expenses and other liabilities 4,612 2,807
Accrued interest 3,113 2,652
Employee compensation and payroll taxes 4,968 4,618
Current portion of long-term debt 727 717
------------------------
Total current liabilities 26,231 24,868
Long-term debt, less current portion 215,436 110,959
(Notes 2 and 3)
Deferred compensation _ 122
------------------------
Total liabilities 241,667 135,949
Stockholders' equity (deficit) (Note2):
Preferred stock; 1,000,000 shares
authorized; 600,000 shares issued and 11,061 _
outstanding (net of discount of $3,511)
Class A Common Stock; $.01 par value:
Voting; 500,000 sharesauthorized;
91,000 shares issued and outstanding 1 _
Nonvoting; 500,000 shares authorized;
259,000 shares issued and outstanding 2 _
Class B Common Stock; $.01 par value:
Voting; 500,000 shares authorized;
145,058 shares issued and outstanding 1 _
Nonvoting; 500,000 shares authorized;
54,942 shares issued and outstanding 1 _
Class C Common Stock; $.01 par value:
Nonvoting; 500,000 shares authorized;
17,000 shares issued and outstanding _ _
Treasury stock: 0 and 5,212 shares,
respectively _ (58)
Additional paid-in capital 52,797 959
Warrants 3,511 4,034
Retained earnings (deficit) (160,376) (37,419)
------------------------
Total stockholders' equity (deficit) (93,002) (32,484)
------------------------
Total liabilities and stockholders'
equity (deficit) $148,665 $103,465
========================
See notes to consolidated financial statements.
BPC Holding Corporation and Subsidiaries
Consolidated Statements of Operations
(In Thousands of Dollars, Except Per Share Data)
Thirteen Weeks Ended Twenty-six Weeks Ended
--------------------------------------------
June 29, July 1, June 29, July 1,
1996 1995 1996 1995
--------------------------------------------
(Unaudited) (Unaudited)
Net sales $38,876 $37,803 $73,872 $70,497
Cost of goods sold 27,352 27,239 52,471 49,781
--------------------------------------------
Gross margin 11,524 10,564 21,401 20,716
Operating expenses:
Selling 1,738 1,389 3,409 2,759
General and administrative 5,980 2,638 9,165 4,994
Research and development 185 183 393 358
Amortization of intangibles 105 257 205 456
--------------------------------------------
Operating income 3,516 6,097 8,229 12,149
Other expenses:
Loss (gain) on disposal of
property and equipment 19 21 (23) 14
Other 175 36 512 458
--------------------------------------------
Income before interest and
income taxes 3,322 6,040 7,740 11,677
Interest:
Expense (4,032) (3,425) (7,479) (6,970)
Income 100 126 167 366
--------------------------------------------
Income before income taxes (610) 2,741 428 5,073
Income tax expense (benefit) (188) 15 209 20
--------------------------------------------
Net income (loss) $(422) $2,726 $ 219 $5,053
============================================
Earnings per share (Note3):
Pro forma earnings per common
and common equivalent share:
Net income (loss) $ (0.70) $ 4.50 $ 0.36 $ 8.34
============================================
Pro forma earnings per common share -
assuming full dilution:
Net income (loss) $ (0.70) $ 4.50 $ 0.36 $ 8.34
============================================
See notes to consolidated financial statements.
<TABLE>
BPC Holding Corporation and Subsidiaries
Consolidated Statement of Changes in Stockholders' Equity (Deficit)
(In Thousands of Dollars)
(Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock Issued Additional
------------------------- Preferred Treasury Paid-In Earnings
Class A Class B Class C Stock Stock Capital Warrants (Deficit) Total
-------------------------------------------------------------------------------------------
Balance at December 31, 1995 $ _ $ _ $ _ $ _ $(58) $ 960 $ 4,034 $(37,419) $ (32,483)
Net income _ _ _ _ _ _ _ 219 432
Market value adjustment - warrants _ _ _ _ _ (1,145) 9,399 (8,254) _
Exercise of stock options _ _ _ _ _ 1,130 _ _ 1,130
Distribution on sale of equity interests _ _ _ _ 58 (1,424) (13,433) (114,922) (129,721)
Proceeds from newly issued equity 3 2 _ 14,572 _ 52,797 _ _ 67,374
Payment of deferred compensation _ _ _ _ _ 479 _ _ 479
Issuance of private warrants _ _ _ (3,511) _ _ 3,511 _ _
------------------------------------------------------------------------------------------
Balance at June 29, 1996 $ 3 $ 2 $ _ $11,061 $ _ $52,797 $ 3,511 $(160,376) $ (93,002)
==========================================================================================
See notes to consolidated financial statements.
</TABLE>
BPC Holding Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands of Dollars)
Twenty-six Weeks Ended
----------------------
June 29, July 1,
1996 1995
----------------------
(Unaudited)
Operating activities
Net income $ 219 $ 5,053
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 5,302 4,500
Non-cash interest expense 481 487
Write-off of deferred acquisition costs _ 390
Non-cash compensation 358 173
Loss (gain) on sale of property and
equipment (23) 14
Deferred income taxes 172 (1,149)
Changes in operating assets and liabilities:
Accounts receivable, net (3,824) (5,565)
Inventories (3,304) (1,818)
Prepaid expenses and other receivables 219 (549)
Accounts payable and accrued expenses 1,309 579
Other assets (6) (24)
----------------------
Net cash provided by operating activities 903 2,091
Investing activities
Additions to property and equipment (5,890) (5,308)
Proceeds from disposal of property and equipment 43 13
Purchase of assets of Sterling
Products, Inc., net of cash acquired _ (7,246)
Purchase of Alpha and other acquisition costs (776) (395)
----------------------
Net cash used for investing activities (6,623) (12,936)
Financing activities
Payments on long-term borrowings (500) (500)
Proceeds from long-term borrowings 49 _
Payments on capital lease (106) (97)
Exercise of management stock options 1,130 _
Proceeds from senior secured notes 105,000 _
Proceeds from issuance of common stock 52,797 _
Proceeds from issuance of preferred stock
and warrants 14,572 _
Rollover investments and share repurchases (125,219) _
Assets held in trust (35,600) _
Net payments to public warrant holders (4,502) _
Debt issuance costs (5,369) (178)
Interest income applied to the assets
held in trust (65) _
Reclassification of cash held for acquisition _ 12,000
----------------------
Net cash provided by financing activities 2,187 11,225
----------------------
Net increase (decrease)in cash and
cash equivalents (3,533) 380
----------------------
Cash and cash equivalents at beginning
of period 8,035 9,327
----------------------
Cash and cash equivalents at end of period $ 4,502 $ 9,707
======================
See notes to consolidated financial statements.
BPC Holding Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements of BPC
Holding Corporation and its subsidiaries (the "Company") have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions for Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating
results for the periods presented are not necessarily indicative of
the results that may be expected for the full fiscal year. The
accompanying financial statements include the results of the
Company's wholly-owned subsidiary, Berry Plastics Corporation
("Berry"), and its wholly-owned subsidiaries: Berry Iowa
Corporation; Berry Tri-Plas Corporation; and Berry Sterling
Corporation. For further information, refer to the consolidated
financial statements and footnotes thereto included in the
Company's Form 10-K filed with the Securities and Exchange
Commission for the year ended December 30, 1995.
2. Company Recapitalization
On June 18, 1996, BPC Mergerco, Inc. ("Mergerco"), a company
organized by Atlantic Equity Partners International II, L.P., Chase
Venture Capital Associates, L.P., certain other institutional
investors and management, effected the acquisition of a majority of
the outstanding capital stock of BPC Holding Corporation
("Holding") by way of merger with Holding, with Holding being the
surviving corporation (the "Transaction"). Sources of funds for
the new capital structure included the issuance of $55.0 million of
common stock, $15.0 million of preferred stock and warrants to
purchase common shares of Holding, $105.0 million of 12.5% Senior
Secured Notes (the "Notes") described below, and exercise of
management stock options of approximately $0.9 million.
Approximately $125.2 million of the proceeds were used for rollover
investments and purchase of equity interests, and the remaining
proceeds were used to make payments of approximately $4.5 million
to public warrant holders, to establish an escrow account of $35.6
million to pay the first three years' interest on the Notes, to
make deferred payments to certain holders of stock options of
approximately $2.5 million, to pay fees and expenses related to the
transaction of approximately $8.0 million and $0.1 million was held
in cash.
In connection with the Transaction, Holding retired its old class A
and class B common stock and authorized the creation of 500,000
shares each of new class A voting and non-voting common stock,
500,000 shares each of new class B voting and non-voting common
stock, and 500,000 shares of new class C non-voting common stock. Pro
forma earnings per share information has been presented for all
periods as though the capital structure resulting from the recapitali-
zation ocurred on January 1, 1995.
BPC Holding Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(Unaudited)
3. Issuance of Senior Secured Notes
In connection with the Transaction mentioned above, Holding
completed a 144A private placement of $105.0 million of Senior
Secured Notes due 2006 (the "Notes"). The Notes bear interest at
12 1/2% and mature on June 15, 2006. These Notes are senior
secured obligations of Holding and are secured by a first priority
pledge of all shares of outstanding capital stock of Berry. Except
as provided below, interest on the Notes will be payable in cash
semi-annually in arrears on June 15 and December 15 of each year,
commencing December 15, 1996.
Proceeds of the Notes (net of fees and expenses of approximately
$5.4 million) were used to finance $64.0 million of the purchase of
equity interests (see Note 2) and establish an escrow of $35.6
million to pay the first three years' interest on the Notes.
In addition, from December 15, 1999 until June 15, 2001, the
Company may, at its option, pay interest, at an increased rate of
.75% per annum, in the form of additional Notes valued at 100% of
the principal amount thereof.
4. Acquisitions
On December 21, 1995, the Company acquired substantially all of the
assets and assumed certain liabilities of Tri-Plas, Inc. (the "Tri-
Plas Acquisition") through its subsidiary Berry Tri-Plas
Corporation (formerly Berry-CPI Plastics Corp.) for $6,600,000.
The operations of Berry Tri-Plas Corporation are included in the
Company's operations since the acquisition date using the purchase
method of accounting.
The pro forma results listed below are unaudited and reflect
purchase accounting adjustments assuming the Tri-Plas Acquisition
occurred on January 1, 1995.
July 1, 1995
---------------
(In thousands, except per share data)
Net sales $ 78,788
Income before income taxes 3,705
Net income 3,685
Pro forma earnings per common share:
Primary 6.08
Fully diluted 6.08
BPC Holding Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(Unaudited)
The pro forma financial information is presented for informational
purposes only and is not necessarily indicative of the operating
results that would have occurred had the acquisition been
consummated at the above date, nor are they necessarily indicative
of future operating results. Further, the information gathered on
the acquired company is based upon unaudited internal financial
information and reflects only pro forma adjustments for additional
interest expense and amortization of the excess of the cost over
the underlying net assets acquired, net of the applicable income
tax effect.
5. Long-Term Debt
Long-term debt consists of the following:
June 29, December 30,
1996 1995
-------------------------
(In thousands)
12.50% Senior Secured Notes $105,000 $ _
12.25% Senior Subordinated Notes 100,000 100,000
Nevada Industrial Revenue Bonds 5,500 6,000
Iowa Industrial Revenue Bonds 5,400 5,400
Capital lease obligation 896 1,002
Revolving loan 49 _
Debt discount (682) (726)
-------------------------
216,163 111,676
Less current portion of long-term debt 727 717
-------------------------
$215,436 $110,959
=========================
The current portion of long-term debt is limited to a $0.5 million
repayment of the industrial revenue bonds and the monthly principal
payments related to a capital lease obligation. The Company also
maintains a $28 million revolving line of credit with Fleet Capital
Corporation. As of June 29, 1996, approximately $12 million of
this credit line was used to provide a letter of credit for the
outstanding industrial revenue bonds. Based on the borrowing
formula as of June 29, 1996, the Company had approximately $16
million of additional available credit under the Fleet Capital
credit line.
6. Patent Infringement Litigation
On April 25, 1996, in connection with the patent infringement
lawsuit filed by Berry Sterling Corporation against Pescor
Plastics, Inc., the United States District Court for the Eastern
District of Virginia entered an order that held that Berry
Sterling's patent for the design of a drink cup was not valid. The
Company is currently appealing this ruling.
Item 2.
BPC Holding Corporation and Subsidiaries
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
13 Weeks Ended June 29, 1996 (the "Quarter")
Compared to 13 Weeks Ended July 1, 1995 (the "prior Quarter")
Net Sales. Net sales increased $1.1 million, or 2.8%, to
$38.9 million for the Quarter from $37.8 million for the prior
Quarter, notwithstanding an approximate 2% decrease in net selling
price due mainly to the impact of cyclical adjustments in the price
of plastic resin. The increase in net sales was attributed to a
combination of higher aerosol overcap sales of $1.4 million, higher
drink cup sales of $1.0 million and higher container sales of $2.0
million (including the introduction of polypropylene containers
from the Tri-Plas Acquisition). Sales of custom molded products
were down $3.4 million mainly due to the loss of a 1995 non-
repeating plastic tumbler promotion for Burger King .
Gross Margin. Gross margin increased by $0.9 million to
$11.5 million for the Quarter from $10.6 million for the prior
Quarter. This increase of 8.5% was attributed to a combination of
the introduction of more efficient tooling in certain of the
container and drink cup products, strengthening operating
performance at the Company's manufacturing facilities, and stronger
sales of higher margin products.
Operating Expenses. Selling expenses increased by $0.3
million to $1.7 million for the Quarter from $1.4 million for the
prior Quarter principally as a result of additions to the drink cup
sales force and the selling expenses related to the Tri-Plas
Acquisition. General and administrative expenses increased by $3.4
million to $6.0 million for the Quarter from $2.6 million for the
Prior Quarter due to Transaction related expenses of $3.1 million,
including $2.5 million of deferred payments to certain holders of
stock options (see Note 2) and a $0.3 non-cash adjustment to the value
of vested incentive stock options, and the adddition of operations
relating to the Tri-Plas Acquisition.
Interest Expense. Interest expense increased $0.6 million to
$4.0 million for the Quarter compared to $3.4 million for the prior
Quarter due to interest associated with the issuance of the Notes
(see Note 3).
Income Tax. For the Quarter, the Company had a $0.2 million
tax benefit which was determined using Federal and state statutory
income tax rates. There was also minimal income tax for the prior
Quarter due to the availability of loss carryforwards.
Net Income (Loss) and EBITDA. Net loss for the Quarter of
$0.4 million decreased $3.1 million from net income of $2.7 million
for the prior Quarter for the reasons discussed above. EBITDA,
defined as income before taxes, interest, depreciation,
amortization, loss (gain) on disposal of property and equipment,
write-off of deferred acquisition costs, one-time transition
expenses related to the Sterling Products Acquisition and the Tri-
Plas Acquisition, and expenses related to the Transaction, was $9.4
million for the Quarter compared to $8.6 million for the prior
Quarter.
Results of Operations
26 Weeks Ended June 29, 1996 ("YTD")
Compared to 26 Weeks Ended July 1, 1995 ("prior YTD")
Net Sales. Net sales increased $3.4 million, or 4.8%, to
$73.9 million YTD from $70.5 million for the prior YTD,
notwithstanding an approximate 4% decrease in net selling price due
mainly to the impact of cyclical adjustments in the price of
plastic resin. The increase in net sales was attributed to a
combination of higher aerosol overcap sales of $1.3 million, higher
drink cup sales of $2.7 million and higher container sales of $3.2
million (including the introduction of polypropylene containers
from the Tri-Plas Acquisition). Sales of custom molded products
were down $3.4 million mainly due to the loss of a 1995 non-
repeating plastic tumbler promotion for Burger King, and sales of
custom manufactured tools decreased $0.4 million.
Gross Margin. Gross margin increased by $0.7 million to
$21.4 million YTD from $20.7 million for the prior YTD. This
increase in gross margin was attributed to a combination of the
introduction of more efficient tooling in certain of the container
and drink cup products, strengthening operating performance at the
Company's manufacturing facilities, and stronger sales of higher
margin products. Gross margin also reflects the negative $0.8
million impact of a non-repeating favorable resin forward buying
program in the first quarter of 1995.
Operating Expenses. Selling expenses increased by $0.6
million to $3.4 million YTD from $2.8 million for the prior YTD
principally as a result of the addition of the drink cup business
and the Tri-Plas Acquisition. General and administrative expenses
increased by $4.2 million to $9.2 million YTD from $5.0 million for
the prior YTD. The increase included Transaction expenses of $3.1
million, including $2.5 million of defered payments to certain holders
of stock options (see Note 2) and a $0.3 million non-cash adjustment
to the value of vested incentive stock options. The increase also
includes additional expenses from the Tri-Plas Acquisition and the
Sterling Products Acquisition of $0.6 million, and patent and other
litigation expenses were $0.5 million.
Interest Expense. Interest expense increased $0.5 million to
$7.5 million YTD compared to $7.0 million for the prior YTD due to
the issuance of the Notes (see Note 3).
Income Tax. YTD, the Company had income tax of $0.2 million
which was determined using Federal and state statutory income tax
rates. There was minimal income tax in the prior YTD due to the
availability of loss carryforwards.
Net Income and EBITDA. Net income YTD of $0.2 million
decreased $4.9 million from net income of $5.1 million for the
prior YTD for the reasons discussed above. EBITDA, defined as
income before taxes, interest, depreciation, amortization, loss
(gain) on disposal of property and equipment, write-off of deferred
acquisition costs, one-time transition expenses related to the
Sterling Products Acquisition and the Tri-Plas Acquisition. and
expenses related to the Transaction, was $16.7 million YTD compared
to $16.8 million for the prior YTD.
Liquidity and Sources of Capital
Net cash provided from operating activities was $0.9 million
through the twenty-six week period ended June 29, 1996, a decrease
of $1.2 million from the $2.1 million for the comparable prior year
period. Increased sales volume, a reduction of overdue accounts
payable assumed in connection with the Tri-Plas Acquisition, and
increasing value of inventory due to rising raw material prices all
contributed to increasing working capital (defined as accounts
receivable, inventories, prepaid expenses, other receivables,
accounts payable and accrued expenses) by $5.3 million since 1995
year end. Working capital increased $7.4 million for the same
period in 1995.
Capital spending of $5.9 million YTD included $2.0 million for
molds and molding machines, $0.7 for printing-related equipment,
and $3.2 million for building and accessory equipment. The Company
currently intends to finance capital spending through cash flow
from operations, existing cash balances and cash available under
the Fleet revolving credit agreement.
At June 29, 1996, the Company's cash balance was $4.5 million, and
the Company had unused borrowing capacity under the Revolving
Credit Facility's borrowing base of approximately $16 million.
Capital is considered adequate to meet future obligations.
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
11.01 Computation of Pro Forma Per Share Earnings
(b) Reports on Form 8-K:
One report on Form 8-K was filed by the Company
on July 3, 1996 . Under Item 5., Other Events, the
Company reported the consummation of the Transaction and
the description of the merger of BPC Mergerco, Inc. and
BPC Holding Corporation. No financial statements were
included in the filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
BPC Holding Corporation
Berry Plastics Corporation
Berry Iowa Corporation
Berry Tri-Plas Corporation
August 13, 1996
/s/ James M. Kratochvil
-----------------------
James M. Kratochvil
Vice President, Chief Financial Officer
and Secretary of BPC Holding
Corporation and its Subsidiaries
(Principal Financial Officer)
<TABLE>
Exhibit 11.01.
COMPUTATION OF PRO FORMA PER SHARE EARNINGS
<S> <C> <C> <C> <C>
Thirteen Weeks Twenty-six Weeks
Ended Ended
--------------------------------------------
June 29 July 1 June 29 July 1
1996 1995 1996 1995
-------- ---------- -------- ---------
Net income (loss) $(421,727) $2,726,699 $ 218,936 $5,052,661
========= ========== ======== =========
Primary earnings per share:
Average number of common
shares outstanding 567,000 567,000 567,000 567,000
Net additional common shares
in respect to common stock
equivalents based on the
Modified Treasury Stock method 39,096 39,096 39,096 39,096
-------- ------- ------- -------
Total primary shares and equivalents 606,096 606,096 606,096 606,096
========= ======== ======== ========
Net Income (loss) per primary share $ (0.70) $ 4.50 $ 0.36 $ 8.34
======== ======= ====== =======
Fully-diluted earnings per share:
Average number of common
shares outstanding 567,000 567,000 567,000 567,000
Net additional common shares
in respect to common stock
equivalents based on the
Modified Treasury Stock method 39,096 39,096 39,096 39,096
------- ------- ------- -------
Total shares and equivalents 606,096 606,096 606,096 606,096
======= ======== ======= ========
Net Income (loss) per
fully-diluted share $(0.70) $ 4.50 $ 0.36 $ 8.34
======= ======= ====== =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-END> JUN-29-1996
<CASH> 4,502
<SECURITIES> 0
<RECEIVABLES> 20,361
<ALLOWANCES> 612
<INVENTORY> 15,201
<CURRENT-ASSETS> 40,890
<PP&E> 99,368
<DEPRECIATION> 45,548
<TOTAL-ASSETS> 148,520
<CURRENT-LIABILITIES> 26,231
<BONDS> 215,900
0
11,061
<COMMON> 5
<OTHER-SE> (104,213)
<TOTAL-LIABILITY-AND-EQUITY> 148,520
<SALES> 73,872
<TOTAL-REVENUES> 0
<CGS> 52,471
<TOTAL-COSTS> 65,643
<OTHER-EXPENSES> 489
<LOSS-PROVISION> 264
<INTEREST-EXPENSE> 7,479
<INCOME-PRETAX> 428
<INCOME-TAX> 209
<INCOME-CONTINUING> 219
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 219
<EPS-PRIMARY> .36
<EPS-DILUTED> .36
</TABLE>
