UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 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 (IRS employer
incorporation or organization) 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 NOVEMBER 1,1997
- -----------------------------------------------------------------------------
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 57,788
Class C - Nonvoting - $.01 Par Value 16,981
1
<PAGE>
BPC HOLDING CORPORATION AND SUBSIDIARIES
FORM 10-Q/A INDEX
FOR QUARTERLY PERIOD ENDED SEPTEMBER 27, 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
SIGNATURE 14
2
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
BPC Holding Corporation and Subsidiaries
Consolidated Balance Sheets
(In Thousands of Dollars)
<TABLE>
<CAPTION>
SEPTEMBER 27, DECEMBER 28,
1997 1996
-------------- --------------
<S> <C> <C>
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 2,442 $ 10,192
Accounts receivable (less
allowance for doubtful
accounts of $1,193 and $618) 34,770 17,642
Inventories:
Finished goods 20,151 9,100
Raw materials and supplies 6,835 3,945
Custom molds 2,355 562
----------- -----------
29,341 13,607
Prepaid expenses and other receivables 1,795 957
Income taxes recoverable 36 436
----------- -----------
Total current assets 68,384 42,834
Assets held in trust 25,136 30,188
Property and equipment:
Land 5,776 4,598
Buildings and improvements 32,307 18,290
Machinery, equipment and tooling 124,932 79,043
Automobiles and trucks 1,139 639
Construction in progress 6,679 3,476
----------- -----------
170,833 106,046
Less accumulated depreciation 61,413 50,382
----------- -----------
109,420 55,664
Intangible assets:
Excess of cost over net assets acquired 30,702 4,273
Deferred financing and origination fees 11,209 9,912
Covenants not to compete 2,367 40
Deferred acquisition costs 355 527
----------- -----------
44,633 14,752
Deferred income taxes 2,003 2,003
Other 1,332 357
----------- -----------
Total assets $250,908 $145,798
=========== ===========
</TABLE>
3
<PAGE>
BPC Holding Corporation and Subsidiaries
Consolidated Balance Sheets (continued)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
SEPTEMBER 27, DECEMBER 28,
1997 1996
-------------- --------------
<S> <C> <C> <C>
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 18,456 $ 12,877
Accrued expenses and other liabilities 13,325 4,676
Accrued interest 9,732 3,286
Employee compensation and payroll taxes 7,848 5,230
Income taxes 141 117
Current portion of long-term debt 5,113 738
----------- -----------
Total current liabilities 54,615 26,924
Long-term debt, less current portion 294,623 215,308
Accrued dividends on preferred stock 2,873 1,116
Other deferred liabilities 716 -
----------- -----------
Total liabilities 352,827 243,348
Stockholders' equity (deficit):
Class A Preferred Stock; 800,000 shares
authorized; 600,000 shares issued and
outstanding (net of discount of
$3,137 and $3,355) 11,435 11,216
Class B Preferred Stock; 200,000 shares
authorized, issued and outstanding 5,000 -
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;
57,788 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 50,249 51,681
Warrants 3,511 3,511
Retained earnings (deficit) (172,098) (163,942)
----------- -----------
Total stockholders' equity (deficit) (101,919) (97,550)
----------- -----------
Total liabilities and stockholders'
equity (deficit) $ 250,908 $ 145,798
=========== ===========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE>
BPC Holding Corporation and Subsidiaries
Consolidated Statements of Operations
(In Thousands of Dollars)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
----------------------------------------------------------------------------
SEPTEMBER 27, SEPTEMBER 28, SEPTEMBER 27, SEPTEMBER 28,
1997 1996 1997 1996
----------------------------------------------------------------------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net sales $58,780 $39,794 $164,715 $113,666
Cost of goods sold 46,887 29,377 129,054 81,848
-----------------------------------------------------------------------------
Gross margin 11,893 10,417 35,661 31,818
Operating expenses:
Selling 2,955 1,775 8,048 5,184
General and administrative 2,889 2,750 8,613 11,915
Research and development 333 219 935 612
Amortization of intangibles 505 177 1,129 382
Other 1,042 39 2,783 551
-----------------------------------------------------------------------------
Operating income 4,169 5,457 14,153 13,174
Other income and expense:
Loss (gain) on disposal of
property and equipment (1) - 89 (23)
-----------------------------------------------------------------------------
Income before interest and
income taxes 4,170 5,457 14,064 13,197
Interest:
Expense (8,117) (6,941) (23,667) (14,420)
Income 443 561 1,598 728
-----------------------------------------------------------------------------
Loss before income taxes (3,504) (923) (8,005) (495)
Income tax expense (benefit) 58 (167) 151 42
-----------------------------------------------------------------------------
Net loss (3,562) (756) (8,156) (537)
Preferred stock dividends (710) (593) (1,757) (593)
-----------------------------------------------------------------------------
Net loss attributable to
common shareholders $ (4,272) $ (1,349) $ (9,913) $ (1,130)
=============================================================================
</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>
COMMON STOCK ISSUED PREFERRED STOCK ADDITIONAL RETAINED
--------------------------- ----------------- TREASURY PAID-IN EARNINGS
CLASS A CLASS B CLASS C CLASS A CLASS B STOCK CAPITAL WARRANTS (DEFICIT) TOTAL
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bal at Dec. 28, 1996 $ 4 $ 2 $ - $11,216 $ - $ (22) $51,681 $ 3,511 $(163,942) $ (97,550)
Net loss - - - - - - - - (8,156) (8,156)
Accrued dividends on
preferred stock - - - - - - (1,757) - - (1,757)
Amortization of
preferred stock
discount - - - 219 - - - - - 219
Common stock
issued - - - - - 325 - - 325
Preferred stock
issued - - - - 5,000 - - - - 5,000
-------------------------------------------------------------------------------------------------------
Bal at Sept. 27, 1997 $ 4 $ 2 $ - $11,435 $ 5,000 $ (22) $ 50,249 $ 3,511 $(172,098) $(101,919)
=======================================================================================================
</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>
THIRTY-NINE WEEKS ENDED
------------------------------------------------
SEPTEMBER 27, 1997 SEPTEMBER 28, 1996
------------------------------------------------
(UNAUDITED)
OPERATING ACTIVITIES
<S> <C> <C>
Net loss $ (8,156) $ (537)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization 12,622 8,223
Non-cash interest expense 1,139 846
Write off of financing fees 390 -
Non-cash compensation - 358
Loss (gain) on sale of property and equipment 89 (23)
Deferred income taxes - 18
Changes in operating assets and liabilities:
Accounts receivable, net (8,724) (4,869)
Inventories 2,883 (2,529)
Prepaid expenses and other receivables (83) (64)
Accounts payable and accrued expenses 1,537 8,644
Other assets 209 (5)
------------ ------------
Net cash provided by operating activities 1,906 10,062
INVESTING ACTIVITIES
Additions to property and equipment (8,795) (9,614)
Proceeds from disposal of property and equipment 1,092 43
Purchase of PackerWare Corporation (28,190) -
Purchase of Container Industries, Inc. (2,879) -
Purchase of Virginia Design Packaging Corp. (11,129) -
Purchase of Venture Packaging, Inc. (38,675) -
Purchase of the Alpha drink cup product line - (790)
------------ ------------
Net cash used for investing activities (88,576) (10,361)
FINANCING ACTIVITIES
Proceeds from term loan borrowings 60,280 -
Proceeds from borrowings on revolving line of credit 19,016 -
Payments on long-term borrowings (2,815) (500)
Payment of refinancing fees (1,971) -
Payment of bond consent fee (790) -
Payment on capital lease (176) (161)
Exercise of management stock options - 1,130
Proceeds from senior secured notes - 105,000
Proceeds from issuance of common stock 324 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)
Interest applied to assets held in trust 5,052 (560)
------------ ------------
Net cash provided by financing activities 78,920 1,588
------------ ------------
Net increase (decrease) in cash and cash equivalents (7,750) 1,289
Cash and cash equivalents at beginning of period 10,192 8,035
------------ ------------
Cash and cash equivalents at end of period $ 2,442 $ 9,324
============ ============
</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: Venture Packaging, Inc., Venture Packaging Midwest, Inc.,
Venture Packaging Southeast, Inc., PackerWare Corporation, Berry Iowa
Corporation, Berry Tri-Plas Corporation, Berry Sterling Corporation, Berry
Plastics Design Corporation, and AeroCon, Inc. For further information,
refer to the consolidated financial statements and footnotes thereto
included in Holding'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 Holding'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.
8
<PAGE>
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.
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 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
and assumed certain liabilities 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 the outstanding common stock of
PackerWare Corporation ("PackerWare"), a Kansas corporation, for aggregate
consideration of approximately $28.2 million and merged PackerWare with a
newly-formed, wholly-owned subsidiary of Berry (with PackerWare being the
surviving corporation). 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.
On May 13, 1997, Berry Plastics Design Corporation, a newly-formed wholly-
owned subsidiary of Berry, acquired substantially all of the assets and
assumed certain liabilities of Virginia Design Packaging Corp. ("Virginia
Design") for approximately $11.1 million. The purchase was financed through
the New Credit Facility (see Note 5). The operations of Berry Plastics
Design Corporation are included in Berry's operations from the acquisition
date using the purchase method of accounting.
On August 29, 1997, Berry acquired the outstanding common stock of Venture
Packaging, Inc. ("Venture Packaging"), for aggregate consideration of $43.6
million and merged Venture Packaging with a newly formed, wholly-owned
subsidiary of Berry (with Venture Packaging being the surviving
corporation). The purchase was primarily financed through the New Credit
Facility (see Note 5). The operations of Venture Packaging are included in
Berry's operations from the acquisition date using the purchase method of
accounting. In addition, preferred stock and warrants were issued to
certain shareholders of Venture Packaging (see Note 7).
The pro forma results listed below are unaudited and reflect purchase
accounting adjustments assuming the Container Industries, PackerWare,
Virginia Design and Venture Packaging acquisitions occurred on December 31,
1995.
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
----------------------------------------------------------------------------
SEPTEMBER 27, SEPTEMBER 28, SEPTEMBER 27, SEPTEMBER 28,
1997 1996 1997 1996
--------------- ----------------- --------------- ---------------
(In thousands)
<S> <C> <C> <C> <C>
Net sales $ 66,110 $ 66,304 $ 199,294 $ 193,196
Loss before income taxes (4,268) (2,630) (11,431) (5,613)
Net loss (4,326) (2,663) (11,582) (5,755)
</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.
5. 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"). As a result of the acquisition of assets of
Virginia Design and the acquisition of Venture Packaging, the New Credit
Facility was amended and increased to $128.2 million. 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, including the financing for Virginia Design and
Venture Packaging, provides Berry with a $50.0 million revolving line of
credit, subject to a borrowing base formula, $58.3 million in term loan
facilities and a $18.9 million standby letter of credit to support Berry's
and its subsidiaries' obligations under the Nevada and Iowa Industrial
Revenue Bonds. Berry borrowed all amounts available under the term loans and
the remaining under the revolving line of credit to finance the PackerWare,
Virginia Design and Venture Packaging acquisitions.
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 2.0%, at
Berry's option.
6. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
SEPTEMBER 27, DECEMBER 28,
1997 1996
------------------------------------
(In thousands)
<S> <C> <C>
Holding 12.50% Senior Secured Notes $105,000 $105,000
Berry 12.25% Senior Subordinated Notes 100,000 100,000
Term loans 58,300 -
Revolving line of credit 19,016 -
Nevada Industrial Revenue Bonds 5,000 5,500
Iowa Industrial Revenue Bonds 5,400 5,400
South Carolina Industrial Development Bonds 6,985 -
Capital lease obligation 608 785
Debt discount (573) (639)
------------ -----------
299,736 216,046
Less current portion of long-term debt 5,113 738
------------ -----------
$294,623 $215,308
============ ===========
</TABLE>
The current portion of long-term debt is limited to $3.7 million of
quarterly installments on the term loans, a $1.2 million repayment of the
industrial bonds and the monthly principal payments related to a capital
lease obligation. Berry also maintains the $50.0 million revolving line of
credit with NationsBank, N.A. (see Note 5). Based on the borrowing formula
as of September 27, 1997, Berry had approximately $16.7 million of
additional available credit (excluding the borrowing capacity available due
to Venture Packaging) under the NationsBank, N.A. credit line.
7. CHANGES IN OWNERS EQUITY
On August 29, 1997, Holding authorized the creation of 200,000 shares of
Series B Cumulative Preferred Stock. In conjunction the Venture Packaging
acquisition, these shares were issued to certain selling shareholders of
Venture Packaging. The Preferred Stock has a stated value of $25 per share,
and dividends accrue at a rate of 14.75% per annum and will accumulate until
declared and paid. The Preferred Stock ranks junior to the Series A
Preferred Stock and prior to all other capital stock of Holding. In
addition, Warrants to purchase 9,924 shares of Class B Non-Voting Common
Stock at $108 per share were issued to the same selling shareholders of
Venture Packaging.
8. 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. On September 3, 1997, the United States Court of Appeals for the
Federal Circuit overturned the lower court's order that the patent was not
valid.
9
<PAGE>
9. BERRY PLASTICS CORPORATION SUMMARY FINANCIAL INFORMATION
The following summarizes financial information of Holding's wholly-owned
subsidiary, Berry Plastics Corporation, and its subsidiaries.
<TABLE>
<CAPTION>
SEPTEMBER 27, DECEMBER 28,
1997 1996
---------------- ----------------
(In thousands)
<S> <C> <C>
BALANCE SHEETS
Current assets $ 67,682 $ 42,445
Property and equipment - net of
accumulated depreciation 109,420 55,664
Other noncurrent assets 43,268 12,046
------------ ------------
Total assets $ 220,370 $ 110,155
============ ============
Current liabilities $ 50,491 $ 26,220
Noncurrent liabilities 198,144 113,112
Stockholders' equity (deficit) (28,265) (29,177)
------------ ------------
Total liabilities and stockholders'
equity (deficit) $ 220,370 $ 110,155
============ ============
</TABLE>
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
---------------------------------- -------------------------------------
SEPTEMBER 27, SEPTEMBER 28, SEPTEMBER 27, SEPTEMBER 28,
1997 1996 1997 1996
--------------- -------------- ------------------ --------------
(In thousands) (In thousands)
STATEMENTS OF OPERATIONS
<S> <C> <C> <C> <C>
Net sales $ 58,780 $ 39,794 $ 164,715 $ 113,666
Cost of goods sold 46,887 29,377 129,054 81,848
Operating income 4,242 5,538 14,372 16,406
Income (loss) before income taxes (399) 2,102 1,014 6,067
</TABLE>
<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
November 14, 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)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-27-1997
<PERIOD-END> SEP-27-1997
<CASH> 2442
<SECURITIES> 0
<RECEIVABLES> 34770
<ALLOWANCES> 1193
<INVENTORY> 29341
<CURRENT-ASSETS> 68384
<PP&E> 170833
<DEPRECIATION> 61413
<TOTAL-ASSETS> 250908
<CURRENT-LIABILITIES> 54615
<BONDS> 294623
0
16435
<COMMON> 6
<OTHER-SE> (118360)
<TOTAL-LIABILITY-AND-EQUITY> 250908
<SALES> 164715
<TOTAL-REVENUES> 0
<CGS> 129054
<TOTAL-COSTS> 150562
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 255
<INTEREST-EXPENSE> 23667
<INCOME-PRETAX> (8005)
<INCOME-TAX> 151
<INCOME-CONTINUING> (8156)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8156)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
