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 March 29, 1997
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, 33-75706-01; 33-75706-02, 33-75706-03
BERRY PLASTICS CORPORATION
BPC HOLDING 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) (IRS 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 MARCH 29, 1997
Class A - Voting - $.01 Par Value 91,000
Class A - Nonvoting - $.01 Par Value 259,000
Class B - Voting - $.01 Par Value 145,001
Class B - Nonvoting - $.01 Par Value 54,779
Class C - Nonvoting - $.01 Par Value 16,981
1
<PAGE>
BPC HOLDING CORPORATION AND SUBSIDIARIES
FORM 10-Q INDEX
FOR QUARTERLY PERIOD ENDED MARCH 29, 1997
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 13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURE 16
2
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
BPC Holding Corporation and Subsidiaries
Consolidated Balance Sheets
(In Thousands of Dollars)
<TABLE>
<CAPTION>
MARCH 29, December 28,
1997 1996
-------------- --------------
<S> <C> <C>
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 2,672 $ 10,192
Accounts receivable (less allowance for
doubtful accounts 30,339 17,642
of $764 and $618)
Inventories:
Finished goods 15,689 9,100
Raw materials and supplies 4,260 3,945
Custom molds 1,118 562
-------------- --------------
21,067 13,607
Prepaid expenses and other receivables 861 957
Income taxes recoverable 436 436
-------------- --------------
Total current assets 55,375 42,834
Assets held in trust 30,593 30,188
Property and equipment:
Land 5,211 4,598
Buildings and improvements 23,925 18,290
Machinery, equipment and tooling 92,745 79,043
Automobiles and trucks 712 639
Construction in progress 5,824 3,476
-------------- --------------
128,417 106,046
Less accumulated depreciation 53,822 50,382
-------------- --------------
74,595 55,664
Intangible assets:
Excess of cost over net assets acquired 11,872 4,273
Deferred financing and origination fees 10,374 9,912
Covenants not to compete 464 40
Deferred acquisition costs 16 527
-------------- --------------
22,726 14,752
Deferred income taxes 2,312 2,003
Other 575 357
-------------- --------------
Total assets $186,176 $145,798
============== ==============
</TABLE>
3
<PAGE>
BPC Holding Corporation and Subsidiaries
Consolidated Balance Sheets (continued)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
MARCH 29, DECEMBER 28,
1997 1996
-------------- --------------
<S> <C> <C>
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 13,293 $ 12,877
Accrued expenses and other liabilities 7,093 4,676
Accrued interest 9,865 3,286
Employee compensation and payroll taxes 5,054 5,230
Income taxes 257 117
Current portion of long-term debt 3,743 738
-------------- --------------
Total current liabilities 39,305 26,924
Long-term debt, less current portion 245,817 215,308
Accrued dividends on preferred stock 1,640 1,116
-------------- --------------
286,762 243,348
Stockholders' equity (deficit):
Preferred stock; 1,000,000 shares authorized;
600,000 shares issued and outstanding
(net of discount of $3,282 and $3,355) 11,289 11,216
Class A Common Stock; $.01 par value:
Voting; 500,000 shares authorized;
91,000 shares issued and outstanding 1 1
Nonvoting; 500,000 shares authorized;
259,000 shares issued and outstanding 3 3
Class B Common Stock; $.01 par value:
Voting; 500,000 shares authorized;
145,001 shares issued and outstanding 1 1
Nonvoting; 500,000 shares authorized;
54,779 shares issued and outstanding 1 1
Class C Common Stock; $.01 par value:
Nonvoting; 500,000 shares authorized;
16,981 shares issued and outstanding - -
Treasury stock: 239 shares (22) (22)
Additional paid-in capital 51,157 51,681
Warrants 3,511 3,511
Retained earnings (deficit) (166,527) (163,942)
-------------- --------------
Total stockholders' equity (deficit) (100,586) (97,550)
-------------- --------------
Total liabilities and stockholders' equity $ 186,176 $ 145,798
============== ==============
(deficit)
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE>
BPC Holding Corporation and Subsidiaries
Consolidated Statements of Operations
(In Thousands of Dollars, Except Per Share Data)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
MARCH 29, MARCH 30,
1997 1996
-------------- --------------
(UNAUDITED)
<S> <C> <C>
Net sales $49,007 $34,996
Cost of goods sold 38,396 25,119
-------------- --------------
Gross margin 10,611 9,877
Operating expenses:
Selling 2,357 1,672
General and administrative 2,605 3,187
Research and development 236 207
Amortization of intangibles 278 99
Other 831 336
-------------- --------------
Operating income 4,304 4,376
Other income and expense:
Gain on disposal of property and equipment - (42)
-------------- --------------
Income before interest and income taxes 4,304 4,418
Interest:
Expense (7,808) (3,448)
Income 447 68
-------------- --------------
Income (loss) before income taxes (3,057) 1,038
Income taxes (credit) (472) 397
-------------- --------------
Net income (loss) (2,585) 641
Preferred stock dividends (524) -
-------------- --------------
Net income(loss)attributable to common
shareholders $ (3,109) $ 641
============== ==============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
<PAGE>
BPC Holding Corporation and Subsidiaries
Consolidated Statement of Changes in Stockholders' Equity (Deficit)
(In Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
ADDITIONAL RETAINED
COMMON STOCK ISSUED PREFERRED TREASURY PAID-IN EARNINGS
CLASS A CLASS B CLASS C STOCK STOCK CAPITAL WARRANTS (DEFICIT) TOTAL
------- ------- ------- ------- ------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 28, 1996 $ 4 $ 2 $ - $11,216 $ (22) $51,681 $ 3,511 $(163,942) $(97,550)
Net loss - - - - - - - (2,585) (2,585)
Accrued dividends on preferred - - - - - (524) - - (524)
stock
Amortization of preferred stock - - - 73 - - - - 73
discount
------- ------- ------- ------- ------- ------- -------- -------- --------
Balance at March 29, 1997 $ 4 $ 2 $ - $11,289 $ (22) $51,157 $ 3,511 $(166,527) $(100,586)
======= ======= ======= ======= ======= ======= ======= ========= ========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS.
6
<PAGE>
BPC Holding Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands of Dollars)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
MARCH 29, MARCH 30,
1997 1996
---------- --------
(UNAUDITED)
OPERATING ACTIVITIES
<S> <C> <C>
Net income (loss) $ (2,585) $ 641
Adjustments to reconcile net income (loss) to net
cash provided y (used for) operating activities:
Depreciation and amortization 3,773 2,589
Non-cash interest expense 356 232
Write off of financing fees 390 -
Gain on sale of property and equipment - (42)
Deferred income taxes (707) 128
Changes in operating assets and liabilities:
Accounts receivable, net (9,373) (2,408)
Inventories 1,781 (2,055)
Prepaid expenses and other receivables 162 657
Accounts payable and accrued expenses 320 273
Other assets 26 (5)
---------- --------
Net cash provided by (used for) operating (5,857) 10
activities
INVESTING ACTIVITIES
Additions to property and equipment (2,497) (2,482)
Proceeds from disposal of property and equipment - 42
Purchase of PackerWare Corporation (28,190) -
Purchase of Container Industries, Inc. (2,878) -
Purchase of the Alpha drink cup product line - (625)
Acquisition costs - (66)
---------- --------
Net cash used for investing activities (33,565) (3,131)
FINANCING ACTIVITIES
Proceeds from term loan borrowings 27,000 -
Proceeds from borrowings on revolving line of 6,550 -
credit
Payment of refinancing fees (1,186) -
Interest income recorded on assets held in trust (405) -
Exercise of management stock options - 185
Payments on capital lease (57) (52)
---------- --------
Net cash provided by financing activities 31,902 133
---------- --------
Net decrease in cash and cash equivalents (7,520) (2,988)
Cash and cash equivalents at beginning of period 10,192 8,035
---------- --------
Cash and cash equivalents at end of period $ 2,672 $ 5,047
========== ========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
7
<PAGE>
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 BPC Holding Corporation ("Holding") and its wholly-
owned subsidiary, Berry Plastics Corporation ("Berry"), and its wholly-owned
subsidiaries: PackerWare Corporation, Berry Iowa Corporation; Berry Tri-Plas
Corporation; Berry Sterling Corporation, and AeroCon, Inc. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's and Berry's Form 10-K's filed with the
Securities and Exchange Commission for the year ended December 28, 1996 and
information included in the Company's Form S-4 filed with the Securities and
Exchange Commission on August 28, 1996.
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
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 $7.7 million, and
$0.4 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.
8
<PAGE>
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
"Old Notes"). On October 9, 1996, Holding consummated an exchange offer
whereby the Old Notes were exchanged for 12.5% Series B Senior Secured Notes
due 2006 (the "Notes"). The terms of the Notes are identical in all
material respects to the Old Notes, except that the Notes have been
registered under the Securities Act of 1933, as amended, and therefore do
not bear legends restricting their transfer and do not contain certain
provisions providing for the payment of liquidated damages to the holders of
the Old Notes under certain circumstances relating to the registration of
the Old Notes, which provisions terminated upon the consummation of the
exchange of the Old Notes for the Notes. The Notes bear interest at 12.5%
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 is payable in cash semi-annually in arrears on June 15 and
December 15 of each year.
Proceeds of the Old 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 January 17, 1997, Berry acquired substantially all of the assets of
Container Industries, Inc. ("Container Industries") of Pacoima, California
for $2.9 million. The purchase was funded out of operating funds. The
operations of Container Industries are included in Berry's operations from
the acquisition date using the purchase method of accounting.
On January 21, 1997, Berry acquired PackerWare Corporation ("PackerWare"), a
Kansas corporation, for aggregate consideration of approximately $28.2
million and merged PackerWare with and into a newly-formed, wholly-owned
subsidiary of Berry. The purchase was primarily financed through the New
Credit Facility (see Note 5). The operations of PackerWare are included in
Berry's operations from the acquisition date using the purchase method of
accounting.
9
<PAGE>
The pro forma results listed below are unaudited and reflect purchase
accounting adjustments assuming the Container Industries and PackerWare
acquisitions occurred on December 31, 1995.
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
<S> <C>
MARCH 30, 1996
--------------
Net sales $ 46,656
Income before income taxes 403
Net income 250
</TABLE>
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 acquisitions been consummated at the above date, nor
are they necessarily indicative of future operating results. Further, the
information gathered on the acquired companies 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.
1. REFINANCING OF REVOLVING CREDIT FACILITY
Concurrent with the acquisition of PackerWare (see Note 4), Berry entered
into a financing and security agreement with NationsBank, N.A. for a senior
secured line of credit in an aggregate principal amount of $60.0 million
(the "New Credit Facility"). The indebtedness under the New Credit Facility
is guaranteed by Holding and Berry's subsidiaries. The New Credit Facility
replaced the facility previously provided by Fleet Capital Corporation.
The New Credit Facility provides Berry with a $21.0 million revolving line
of credit, subject to a borrowing base formula, a $27.0 million term loan
facility and a $12.0 million standby letter of credit to support Berry's and
its subsidiaries' obligations under the Nevada and Iowa Industrial Revenue
Bonds. Berry borrowed all $27.0 million of the term loan facility to finance
the PackerWare acquisition.
The New Credit Facility matures January 21, 2002 unless previously
terminated by Berry or by the lenders upon an Event of Default as defined in
the New Credit Facility. Interest on borrowings on the New Credit Facility
will be based on the lender's base rate plus 1.0% or LIBOR plus 2.5%, at
Berry's option (subject to reductions based on the performance of the
Company).
10
<PAGE>
2. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
MARCH 29, DECEMBER 28,
1997 1996
----------- ---------------
<S> <C> <C>
Holding 12.50% Senior Secured Notes $105,000 $105,000
Berry 12.25% Senior Subordinated Notes 100,000 100,000
Term loan 27,000 -
Revolving line of credit 6,550 -
Nevada Industrial Revenue Bonds 5,500 5,500
Iowa Industrial Revenue Bonds 5,400 5,400
Capital lease obligation 728 785
Debt discount (618) (639)
----------- ---------------
249,560 216,046
Less current portion of long-term debt 3,743 738
----------- ---------------
$245,817 $215,308
=========== ===============
</TABLE>
The current portion of long-term debt is limited to $3.0 million of
quarterly installments to the term loan, a $0.5 million repayment of the
industrial revenue bonds and the monthly principal payments related to a
capital lease obligation. Berry also maintains the $21.0 million revolving
line of credit with NationsBank, N.A. (see Note 5). Based on the borrowing
formula as of March 29, 1997, Berry had approximately $13.8 million of
additional available credit under the NationsBank, N.A. credit line.
7. 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. Berry Sterling is currently appealing this ruling.
8. WINCHESTER PLANT CONSOLIDATION
On September 16, 1996 Berry announced the consolidation of its Winchester,
Virginia production facility with other Berry locations, including
Charlotte, North Carolina, Evansville, Indiana and Iowa Falls, Iowa.
11
<PAGE>
9. BERRY PLASTICS CORPORATION SUMMARY FINANCIAL INFORMATION (IN THOUSANDS)
The following summarizes financial information of Holding's wholly-owned
subsidiary, Berry Plastics Corporation and subsidiaries.
<TABLE>
<CAPTION>
MARCH 29, 1997 December 28, 1996
-------------- -----------------
<S> <C> <C>
BALANCE SHEETS
Current assets $54,980 $ 42,445
Property and equipment - net of
accumulated depreciation 74,595 55,664
Other noncurrent assets 19,922 12,046
--------- --------
Total assets $ 149,497 $110,155
========= ========
Current liabilities $ 35,175 $ 26,220
Noncurrent liabilities 143,621 113,112
Stockholders' equity (deficit) (29,299) (29,177)
--------- --------
Total liabilities and stockholders'
equity (deficit) $149,497 $110,155
========= ========
</TABLE>
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
MARCH 29, 1997 MARCH 30, 1996
-------------- --------------
<S> <C> <C>
STATEMENTS OF OPERATIONS
Net sales $ 49,007 $ 34,996
Cost of goods sold 38,396 25,119
Operating income 4,377 4,710
Income before income taxes 34 1,036
Net income (loss) (122) 639
</TABLE>
3. PROPOSED TRANSACTION
On May 13, 1997 Berry acquired substantially all of the assets of Virginia
Design Packaging Corp. for a total purchase price of approximately $11.1
million (net of transaction costs). The purchase was financed through an
amendment to the NationsBank credit facility to increase the amount of funds
available thereunder.
12
<PAGE>
Item 2.
BPC Holding Corporation and Subsidiaries
Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion includes certain forward-looking statements. Actual
results could differ materially from those reflected by the forward-looking
statements in the discussion, and a number of factors could adversely affect
future results, liquidity and capital resources. These factors include, among
other things, the Company's ability to pass through raw material price
increases to its customers, its ability to service debt, the availability of
plastic resin, the impact of changing environmental laws and changes in the
level of the Company's capital investment. Although management believes it has
the business strategy and resources needed for improved operations, future
revenue and margin trends cannot be reliably predicted.
RESULTS OF OPERATIONS
13 WEEKS ENDED MARCH 29, 1997 (THE "QUARTER")
COMPARED TO 13 WEEKS ENDED MARCH 30, 1996 (THE "PRIOR QUARTER")
NET SALES. Net sales increased $14.0 million, or 40%, to $49.0
million for the Quarter from $35.0 million for the Prior Quarter, including
an approximate 4% increase 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 the addition of PackerWare net
sales of $11.3 million, higher aerosol overcap sales of $1.2 million, higher
drink cup sales of $0.9 million and higher container sales of $0.3 million.
Sales of custom products also increased $0.3 million.
GROSS MARGIN. Gross margin increased by $0.7 million to $10.6 million
for the Quarter from $9.9 million for the Prior Quarter. This increase of
7% included the combined impact of the added PackerWare sales volume, and
the cyclical impact of higher raw material costs compared to the Prior
Quarter. Additionally, the Evansville plant incurred additional plant
overhead costs associated with supporting expanded injection molding
capacity and capabilities.
OPERATING EXPENSES. Selling expenses increased by $0.7 million to
$2.4 million for the Quarter from $1.7 million for the Prior Quarter
principally as a result of expanded sales coverage and increased product
development and marketing expenses. General and administrative expenses
decreased by $0.6 million to $2.6 million for the Quarter from $3.2 million
for the Prior Quarter due to the consolidation of the Winchester plant in
late 1996, a reduction in patent litigation expense, and a reduction in
accrued management bonuses. During the Quarter, one-time transition
expenses for the PackerWare and Container Industries acquisitions were $0.5
million, and costs associated with the shutdown of the Winchester facility
were $0.3 million. In the Prior Quarter, the transition of the Tri-Plas
business resulted in an expense of $0.3 million.
INTEREST EXPENSE. Interest expense increased $4.4 million to $7.8
million for the Quarter compared to $3.4 million for the Prior Quarter due
to the issuance of Senior Secured Notes in June 1996 (see Note 3).
INCOME TAX. For the Quarter, the Company had an income tax benefit of
$0.5 million compared to an income tax expense of $0.4 million for the Prior
Quarter. Primary reconciling items between taxes computed at the Federal
statutory rate and taxes computed for book purposes include state income taxes
and amortization of goodwill not deductible for tax purposes.
13
<PAGE>
NET INCOME (LOSS) AND EBITDA. Net loss for the Quarter of $2.6
million decreased $3.2 million from net income of $0.6 million for the Prior
Quarter for the reasons discussed above and the incurrance of $0.4 million
of expense related to bank refinancing required for the PackerWare
acquisition. EBITDA, defined as income before taxes, interest,
depreciation, amortization, loss (gain) on disposal of property and
equipment, write-off of deferred acquisition costs, write-off of financing
fees, one-time transition expenses related to the PackerWare acquisition and
the shutdown of the Winchester, Virginia facility, was $8.9 million for the
Quarter compared to $7.3 million for the Prior Quarter.
LIQUIDITY AND SOURCES OF CAPITAL
Net cash used for operating activities was $5.9 million through the Quarter,
an increase of $5.9 million from the $0.0 of the Prior Quarter. This change
includes a reduction in accounts payable of approximately $3.5 million
resulting from a discounting program with a key supplier and other working
capital changes (defined as accounts receivable, inventories, prepaid
expenses, other receivables, accounts payable and accrued expenses)
associated with the seasonality of PackerWare's operations.
Capital spending of $2.5 million included $1.4 million for molds and molding
machines, $0.1 for printing-related equipment, and $1.0 million for building
and accessory equipment. Additionally, Berry purchased both PackerWare and
Container Industries (see Note 2). Berry currently intends to finance
capital spending through cash flow from operations, existing cash balances,
and cash available under the NationsBank revolving credit agreement.
At March 29, 1997, the Company's cash balance was $2.7 million, and Berry
had unused borrowing capacity under the New Credit Facility's
borrowing base of approximately $13.8 million.
14
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K:
One report on Form 8-K and one report on Form 8-K/A were filed
by Berry on February 4, 1997 and April 7, 1997, respectively.
Under Item 2 on Form 8-K, Acquisition or Disposition of Assets,
Berry reported the consummation of the PackerWare acquisition.
No financial statements were included in the Form 8-K.
Under Item 7 on Form 8-K/A, Financial Statements and ProForma
Financial Information and Exhibits, Berry reported financial
statements and pro forma financial information related to the
PackerWare acquisition.
15
<PAGE>
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.
Berry Plastics Corporation
BPC Holding Corporation
Berry Iowa Corporation
Berry Tri-Plas Corporation
May 13, 1997
/S/ JAMES M. KRATOCHVIL
James M. Kratochvil
Vice President, Chief Financial Officer,
Treasurer and Secretary of Berry
Plastics Corporation and its
Subsidiaries (Principal Financial
and Accounting Officer)
16
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-27-1997
<PERIOD-END> MAR-29-1997
<CASH> 2672
<SECURITIES> 0
<RECEIVABLES> 30339
<ALLOWANCES> 764
<INVENTORY> 21067
<CURRENT-ASSETS> 55375
<PP&E> 128417
<DEPRECIATION> 53822
<TOTAL-ASSETS> 186176
<CURRENT-LIABILITIES> 39305
<BONDS> 215900
0
11289
<COMMON> 6
<OTHER-SE> (111859)
<TOTAL-LIABILITY-AND-EQUITY> 186176
<SALES> 49007
<TOTAL-REVENUES> 0
<CGS> 38396
<TOTAL-COSTS> 44703
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 107
<INTEREST-EXPENSE> 7808
<INCOME-PRETAX> (3057)
<INCOME-TAX> (472)
<INCOME-CONTINUING> (2585)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2585)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
