SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) JULY 2, 1998
Berry Plastics Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 33-75706 35-1813706
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) 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
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K, Date
of Report July 2, 1998, and filed July 30, 1998, as set forth in the pages
attached hereto:
ITEM 7 (A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Audited Financial Statements of Norwich Injection Moulders
Limited for the years ended October 31, 1997 and 1996.
Unaudited Financial Statements of Norwich Injection Moulders
Limited as of July 2, 1998 and for the period from November 1, 1997
to July 2, 1998:
Balance Sheet
Statement of Operations and Retained Earnings
Statement of Cash Flows
Note to Financial Statements
ITEM 7 (B) PRO FORMA FINANCIAL INFORMATION
Pro Forma Unaudited Condensed Consolidated Financial Statements of BPC
Holding Corporation:
Pro Forma Unaudited Condensed Consolidated Balance Sheet as of June
27, 1998
Notes to Pro Forma Unaudited Condensed Consolidated Balance Sheet as
of June 27, 1998
Pro Forma Unaudited Condensed Consolidated Statement of Operations
for the year ended December 27, 1997
Notes to Pro Forma Unaudited Condensed Consolidated Statement of
Operations for the year ended December 27, 1997
Pro Forma Unaudited Condensed Consolidated Statement of Operations
for the six months ended June 27, 1998
Notes to Pro Forma Unaudited Condensed Consolidated Statement of
Operations for the six months ended June 27, 1998
Unaudited Pro Forma Financial Information of Berry Plastics
Corporation
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
BERRY PLASTICS CORPORATION
By: /S/ JAMES M. KRATOCHVIL
James M. Kratochvil
Executive Vice President, Chief Financial Officer, Treasurer
and Secretary
Dated: September 15, 1998
<PAGE>
NORWICH INJECTION MOULDERS LIMITED
ACCOUNTS
31ST OCTOBER 1997
CONTENTS
PAGE
Report of the directors 1 - 2
Report of the auditors 3
Profit and loss account 4
Balance sheet 5
Cash flow statement 6
Notes to the accounts 7 - 18
<PAGE>
Page 1
NORWICH INJECTION MOULDERS LIMITED
DIRECTORS
J E Barlow (Chairman)
A R Sandell (Managing)
T D Johnson
SECRETARY REGISTERED OFFICE
Mrs J Barlow Stanford Tuck Road
North Walsham
Norfolk
AUDITORS
Lovewell Blake
Chartered Accountants
102 Prince of Wales Road
Norwich
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31ST OCTOBER 1997
The directors present herewith the audited accounts for the year ended 31st
October 1997.
DIRECTORS' RESPONSIBILITIES
Company law requires the directors to prepare accounts that give a true and
fair view of the state of affairs of the company and of the profit or loss for
its financial year. In doing so the directors are required to:
- - select suitable accounting policies and apply them consistently;
- - make judgements and estimates that are reasonable and prudent;
- - state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the accounts;
- - prepare the accounts on the going concern basis unless it is inappropriate
to presume that the company will continue in business.
The directors are responsible for maintaining proper accounting records that
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the accounts comply with the
Companies Act 1985. They are also responsible for safeguarding the assets of
the company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
REVIEW OF ACTIVITIES
The company's main activities are unchanged since last year and are principally
those of the production of plastic goods by injection moulding.
In the opinion of the directors the company will be able to maintain its
present level of turnover for the foreseeable future.
The profit for the year has been added to the balance on the profit and loss
account.
<PAGE>
Page 2
NORWICH INJECTION MOULDERS LIMITED
REPORT OF THE DIRECTORS (CONTINUED)
DIRECTORS
The directors named above held office throughout the year.
In accordance with the articles of association T D Johnson will retire at the
annual general meeting and, being eligible, offers himself for re-election.
The interests of the directors of the company at 31st October 1997 in the
shares of the company, according to the register required to be kept by Section
325 of the Companies Act 1985 were as follows:
31ST OCTOBER 1997 31ST OCTOBER 1996
ORDINARY SHARES ORDINARY SHARES
FULLY PAID FULLY PAID
J E Barlow 60 60
A R Sandell 29 29
T D Johnson 11 11
MARKET VALUE OF INTEREST IN LAND
In the opinion of the directors, the current open market value on an existing
use basis of the freehold land and buildings exceeds the net book value as
shown in the balance sheet at the 31st October 1997 by 80,711.
CLOSE COMPANY PROVISIONS
The company is a close company within the provisions of the Income and
Corporation Taxes Act 1988.
AUDITORS
A resolution to re-appoint Lovewell Blake will be proposed at the annual
general meeting.
By order of the board
J BARLOW
Secretary
22{nd} December 1997
North Walsham
<PAGE>
Page 3
REPORT OF INDEPENDENT AUDITORS
TO THE DIRECTORS OF
NORWICH INJECTION MOULDERS LIMITED
We have audited the balance sheets of Norwich Injection Moulders Limited as at
31 October 1997 and 31 October 1996, and the related profit and loss accounts
and cash flow statements for each of the two years in the period ended 31
October 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with United Kingdom auditing standards
which do not differ in any significant respect from United States generally
accepted auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Norwich Injection Moulders
Limited at 31 October 1997 and 1996, and the results of its operations and its
cash flows for each of the two years in the period ended 31 October 1997 in
conformity with accounting principles generally accepted in the United Kingdom
which differ in certain respects from those generally accepted in the United
States (see Note 24 of Notes to the Accounts).
/S/ LOVEWELL BLAKE
Chartered Accountants
Norwich, England
22{nd} December 1997, except for Note 24 Differences
between United Kingdom and United States Generally
Accepted Accounting Principles as to which the date is
3{rd} September 1998
<PAGE>
Page 4
NORWICH INJECTION MOULDERS LIMITED
PROFIT AND LOSS ACCOUNT
(In pound sterling, unless otherwise noted)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
YEAR ENDED YEAR ENDED
31 OCTOBER 31 OCTOBER
NOTES 1997 1996
Turnover 2 8,117,742 7,308,368
Change in stock of finished goods 5,908 26,405
--------- ---------
8,123,650 7,334,773
Other operating income 3 21,738 6,823
--------- ---------
8,145,388 7,341,596
Raw materials and consumables 3,772,741 3,521,241
Other external charges 677,847 616,428
Staff costs 4 1,510,732 1,421,872
Depreciation 6 441,666 338,363
Other operating charges 537,182 482,605
Interest payable and similar charges 7 103,769 120,943
--------- ---------
7,043,937 6,501,452
--------- ---------
Profit on ordinary
activities before taxation 8 1,101,451 840,144
Tax on profit on ordinary activities 9 261,160 4,618
--------- ---------
Profit on ordinary activities
after taxation * 840,291 835,526
Balance 1st November 1996 2,209,809 1,374,283
--------- ---------
Balance 31st October 1997 3,050,100 2,209,809
========= =========
There are no movements in shareholders funds other than the increase to the
retained profits for the years ended 31st October 1997 and 31st October 1996.
There were no recognised gains or losses other than the profit of
840,291 in the year ended 31st October 1997 and
835,526 in the year ended 31st October 1996.
* A summary of the significant adjustments to the profit on ordinary activities
after taxation (net income) that would be required if US Generally Accepted
Accounting Principles were to be applied instead of those generally accepted
in the United Kingdom is set out in Note 24 of Notes to the Accounts.
</TABLE>
<PAGE>
Page 5
NORWICH INJECTION MOULDERS LIMITED
BALANCE SHEET
(In pound sterling, unless otherwise noted)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
31 OCTOBER 31 OCTOBER
NOTES 1997 1996
FIXED ASSETS
Tangible assets 10 3,839,712 3,507,176
CURRENT ASSETS
Stock and work in progress 11 342,324 313,971
Debtors 12 1,622,209 1,582,819
Bank balances 510,081 560,087
Cash in hand 464 338
--------- ---------
2,475,078 2,457,215
CREDITORS - AMOUNTS FALLING DUE
WITHIN ONE YEAR 13 2,384,216 2,696,054
--------- ---------
NET CURRENT ASSETS/(LIABILITIES) 90,862 (238,839)
--------- ---------
TOTAL ASSETS LESS
CURRENT LIABILITIES 3,930,574 3,268,337
CREDITORS - AMOUNTS FALLING DUE
AFTER MORE THAN ONE YEAR 14 880,374 1,058,428
--------- ---------
3,050,200 2,209,909
========= =========
CAPITAL AND RESERVES*
Called up share capital 16 100 100
Profit and loss account 3,050,100 2,209,809
--------- ---------
3,050,200 2,209,909
========= =========
J E BARLOW )
) Directors
A R SANDELL )
The statutory accounts were approved by the board of directors on 22{nd}
December 1997.
* A summary of the significant adjustments to capital and reserves
(shareholders funds) that would be required if US Generally Accepted
Accounting Principles were to be applied instead of those generally accepted
in the United Kingdom is set out in Note 24 of Notes to the Accounts.
</TABLE>
<PAGE>
Page 6
NORWICH INJECTION MOULDERS LIMITED
CASH FLOW STATEMENT
(In pound sterling, unless otherwise noted)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
YEAR ENDED YEAR ENDED
31 OCTOBER 31 OCTOBER
NOTES 1997 1996
CASH FLOW FROM OPERATING ACTIVITIES 20 1,520,397 1,443,181
RETURNS ON INVESTMENTS
AND SERVICING OF FINANCE 21 (84,576) (122,884)
TAXATION (193,817) (70,214)
CAPITAL EXPENDITURE
AND FINANCIAL INVESTMENT 21 (980,793) (635,844)
________ ________
Cash inflow before use of
liquid resources and financing 261,211 614,239
FINANCING - Decrease in debt 21 (251,086) (9,564)
- Calls on share capital 21 - 85
________ ________
INCREASE IN CASH IN THE YEAR 22 10,125 604,760
======== ========
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
INCREASE IN CASH IN THE YEAR 10,125 604,760
Cash outflow from decrease in debt
and lease financing 21 251,086 9,564
________ ________
MOVEMENT IN NET DEBT IN THE PERIOD 261,211 614,324
NET DEBT AT 1ST NOVEMBER (921,849) (1,536,173)
________ ________
NET DEBT AT 31ST OCTOBER 22 (660,638) (921,849)
======== ========
The significant differences between the cashflow statement presented above and
that required under US Generally Accepted Accountancy Principles are set out in
Note 24 of Notes to the Accounts.
</TABLE>
<PAGE>
Page 7
NORWICH INJECTION MOULDERS LIMITED
NOTES TO THE ACCOUNTS
(In pound sterling, unless otherwise noted)
1. PRINCIPAL ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
The accounts are prepared under the historical cost basis of accounting and
in accordance with applicable UK accounting standards.
(b) DEPRECIATION
Depreciation is provided on fixed assets at rates sufficient to write off,
on a straight line basis, the cost of the assets over their expected useful
lives. It is the company's policy to maintain its freehold property to such
a standard that its residual disposal value will at least equal its book
value and accordingly no provision for depreciation has been made. The
principal annual rates used for this purpose which are consistent with those
of last year are:
Freehold land and buildings Not depreciated
Leasehold property expenditure Over period of the lease
Plant and machinery 10% - 50%
Motor vehicles 20% - 25%
Loose tools Written off on a usage basis
(c) STOCK AND WORK IN PROGRESS
Stock and work in progress are stated at the lower of cost and net
realisable value. In general cost is determined on a first in first out
basis and includes transport and handling costs. In the case of work in
progress cost includes all direct expenditure and production overheads based
on the normal level of activity. Net realisable value is the price at which
stock can be sold in the normal course of business after allowing for the
costs of realisation and, where appropriate, the cost of conversion from
their existing state to a finished condition. Provision is made where
necessary for obsolete, slow moving and defective stock.
(d) FINANCE LEASE AND HIRE PURCHASE CONTRACTS
Assets held under finance leases, other than hire purchase contracts, are
capitalised at their fair value and are depreciated over either the lease
term, or the useful working life of the asset, whichever is the shorter.
Fair value is usually the cost at which the company could have purchased the
asset.
Future rental payments due during the primary lease period are shown as
creditors.
The difference between the total primary lease payments and the fair value
of the asset is treated as a finance charge and is charged to the profit and
loss account on a straight line basis over the primary lease period.
Secondary lease rentals are charged to profit and loss account in the period
in which they are paid.
<PAGE>
Page 8
NORWICH INJECTION MOULDERS LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
1. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
(d) FINANCE LEASE AND HIRE PURCHASE CONTRACTS (CONTINUED)
Assets held under hire purchase contracts are capitalised at their fair
value and are depreciated over their useful working life on the same basis
as set out in note 1(b).
(e) OPERATING LEASES
Operating lease rentals are charged to profit and loss account in the period
in which they are incurred.
(f) DEFERRED TAXATION
Provision is made for deferred taxation where, in the opinion of the
directors, it is likely to be payable in the foreseeable future.
(g) PENSION SCHEME
The company operates defined contribution schemes. The assets of the
schemes are held separately from those of the company in independently
administered funds. The charge in the profit and loss account represents
the contributions payable by the company to the funds for the year.
(h) FOREIGN CURRENCIES
Assets and liabilities in foreign currencies are translated into sterling at
the rates of exchange ruling on the balance sheet date. Transactions in
foreign currencies are recorded at the rate ruling at the date of the
transaction. Significant differences arising due to exchange fluctuations
have been reflected in the profit and loss account.
2. TURNOVER
The contribution to turnover and profit before taxation arises from the
production of plastic goods by injection moulding.
1997 1996
Geographical analysis of turnover
United Kingdom 7,890,743 7,160,110
Rest of Europe 226,999 148,258
--------- ---------
8,117,742 7,308,368
========= =========
3. OTHER OPERATING INCOME
1997 1996
Training grants 500 2,589
Interest received (gross) 21,238 4,234
--------- ---------
21,738 6,823
========= =========
<PAGE>
Page 9
NORWICH INJECTION MOULDERS LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
4. EMPLOYEE INFORMATION
The average number of persons employed by the company during the year
including directors is analysed below:
1997 1996
Manufacturing and packing 57 52
Selling and administration 18 17
Former employees 2 2
--- ---
77 71
=== ===
1997 1996
Staff costs
Wages and salaries paid to the company's
employees 1,313,859 1,264,343
Pensions to former employees 14,905 14,905
Social security costs 139,201 107,619
Pension contributions 42,767 35,005
--------- ---------
1,510,732 1,421,872
========= =========
5. Directors' emoluments
1997 1996
Management remuneration 271,217 363,153
Pension contributions 15,818 16,043
Taxable benefits 27,301 28,608
--------- ---------
314,336 407,804
========= =========
The directors' emoluments disclosed above (excluding pension contributions)
include amounts paid to:
The Highest Paid Director 106,903 137,910
Retirement benefits in respect of the three directors are accruing under a
defined contribution scheme. The contributions paid in respect of the
highest paid director were 5,488 ( 5,583 in
the year ended 31 October 1996).
<PAGE>
Page 10
NORWICH INJECTION MOULDERS LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
6. DEPRECIATION
The charge for the year is made up as under:
1997 1996
Depreciation of tangible fixed assets
Owned assets 342,082 193,832
Assets held under finance lease
and hire purchase contracts 116,103 169,931
--------- ---------
458,185 363,763
Profit on sale of tangible
fixed assets (16,519) (25,400)
--------- ---------
441,666 338,363
========= =========
7. INTEREST PAYABLE AND SIMILAR CHARGES
1997 1996
Bank loan and overdraft 63,718 69,425
Finance leases and hire purchase
contracts expiring within five years 40,051 51,518
--------- ---------
103,769 120,943
========= =========
8. PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
The profit on ordinary activities before taxation is stated after charging
the following amounts:
1997 1996
Hire of equipment 55,698 71,616
Rent of land and buildings 22,080 22,127
Auditors remuneration 3,000 3,000
9. TAX ON PROFIT ON ORDINARY ACTIVITIES
1997 1996
Corporation tax for the year at 30% (1996 30%)
Taxation payable 261,163 193,845
Overprovision in previous year (3) -
Decrease in provision for deferred tax - (189,227)
--------- ---------
261,160 4,618
========= =========
<PAGE>
Page 11
NORWICH INJECTION MOULDERS LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
<TABLE>
10. TANGIBLE FIXED ASSETS
<S> <C> <C> <C> <C> <C>
EXPENDITURE
ON SHORT
FREEHOLD LEASEHOLD PLANT AND MOTOR
TOTAL PROPERTY PROPERTY MACHINERY VEHICLES
COST
1st November 1995 3,945,292 1,190,947 298 2,628,349 125,698
Additions 967,725 1,719 - 993,038 32,968
Disposals (168,686) - - (137,011) (31,675)
--------- --------- --------- --------- ---------
31st October 1996 4,744,331 1,192,666 298 3,424,376 126,991
Additions 900,630 26,623 - 779,975 94,032
Disposals (365,688) - - (276,915) (88,773)
--------- --------- --------- --------- ---------
31st October 1997 5,279,273 1,219,289 298 3,927,436 132,250
========= ========= ========= ========= =========
DEPRECIATION
1st November 1995 966,628 - 237 914,846 51,545
Disposals (93,236) - - (70,136) (23,100)
Charge for the year 363,763 - 12 334,547 29,204
--------- --------- --------- --------- ---------
31st October 1996 1,237,155 - 249 1,179,257 57,649
Disposals (255,779) - - (193,173) (62,606)
Charge for the year 458,185 - 12 431,284 26,889
--------- --------- --------- --------- ---------
31st October 1997 1,439,561 - 261 1,417,368 21,932
========= ========= ========= ========= =========
Net book amount
31st October 1997 3,839,712 1,219,289 37 2,510,068 110,318
========= ========= ========= ========= =========
31st October 1996 3,507,176 1,192,666 49 2,245,119 69,342
========= ========= ========= ========= =========
31st October 1995 2,978,664 1,190,947 61 1,713,503 74,153
========= ========= ========= ========= =========
Details of fixed assets held under finance leases and hire purchase
contracts, which are included in the relevant headings in the table above,
are as follows:
1997 1996
Net book value at 31st October 1997 808,682 1,080,707
========= =========
</TABLE>
<PAGE>
Page 12
NORWICH INJECTION MOULDERS LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
11. STOCK AND WORK IN PROGRESS
The amounts attributable to the different categories are as follows:
1997 1996
Raw materials 200,506 200,719
Packing materials 9,698 11,492
Finished goods 87,466 81,558
Work in progress 44,654 20,202
--------- ---------
342,324 313,971
========= =========
12. DEBTORS
1997 1996
Trade debtors 1,595,311 1,562,039
Prepayments 26,898 20,780
--------- ---------
1,622,209 1,582,819
========= =========
13. CREDITORS - AMOUNTS FALLING DUE WITHIN ONE YEAR
1997 1996
Bank overdraft (see note (a) below) - 60,005
Bank loan (see note (b) below) 36,664 36,664
--------- ---------
Bank loan and overdraft 36,664 96,669
Trade creditors 1,578,688 1,743,509
Corporation tax payable 1 August 1998
(1996 - 1 August 1997) 261,163 193,820
Taxation and social security payments 163,762 130,944
Hire purchase obligations
(see note (c) below) 254,145 327,177
Accruals 89,794 203,935
--------- ---------
2,384,216 2,696,054
========= =========
(a) Secured by a fixed and floating charge over the other assets of the
company.
(b) Secured by a mortgage on the freehold premises.
(c) Secured on the assets concerned.
<PAGE>
Page 13
NORWICH INJECTION MOULDERS LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
14. CREDITORS - AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
1997 1996
Bank loan bearing interest at
various rates repayable by quarterly
instalments (see note (a) below) 705,742 742,406
Hire purchase obligations
(see note (b) below) 174,632 316,022
--------- ---------
880,374 1,058,428
========= =========
(a) Secured by a mortgage on the freehold premises
(b) Secured on the assets concerned.
The bank loan above analysed by due dates of repayment
Repayable between one and two years 36,664 36,664
Repayable between two and five years 109,992 109,992
Repayable after more than five years
by instalments 559,086 595,750
--------- ---------
705,742 742,406
========= =========
15. DEFERRED TAXATION
The potential liability for 1997 amounted to 373,364 at 31%
and that for 1996 to 316,866 at 33%. No provision is made
in the accounts.
16. SHARE CAPITAL
1997 1996
AUTHORISED
Ordinary shares of 1 each 100 100
=== ===
CALLED UP SHARE CAPITAL
Shares issued at 1 each 100 100
=== ===
17. LEASING COMMITMENTS
The company leases land and building in Norwich. The lease has an unexpired
term of two years, at a rental of 22,080.
18. CAPITAL EXPENDITURE
1997 1996
Authorised and contracted for 43,652 -
====== ======
<PAGE>
Page 14
NORWICH INJECTION MOULDERS LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
19. CONTROLLING INTEREST
Mr J E Barlow owns 60% of the issued share capital of the company and, as
such, controls the company.
20. Notes to cashflow statement
Reconciliation of operating profit to net cash inflow from operating
activities.
1997 1996
Operating profit 1,101,451 840,144
Depreciation 441,666 338,363
Interest payable and similar charges 103,769 120,943
Interest received (21,238) (4,234)
Increase in stocks (28,353) (82,907)
Increase in debtors (39,390) (348,246)
(Decrease)/Increase in creditors (37,508) 579,118
--------- ---------
Net cash inflow from operating activities 1,520,397 1,443,181
========= =========
21. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
1997 1996
Interest received 21,238 4,234
Interest paid (63,598) (73,625)
Interest element of finance lease
rental payments (42,216) (53,493)
--------- ---------
NET CASH (OUTFLOW) FOR RETURNS ON
INVESTMENTS AND SERVICING OF FINANCE (84,576) (122,884)
========= =========
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
1997 1996
Purchase of tangible fixed assets (1,107,221) (736,694)
Proceeds from the sale of fixed assets 126,428 100,850
--------- ---------
NET CASH (OUTFLOW) FOR
CAPITAL EXPENDITURE AND
FINANCIAL INVESTMENT (980,793) (635,844)
========= =========
<PAGE>
Page 15
NORWICH INJECTION MOULDERS LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
21. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT
(CONTINUED)
FINANCING 1997 1996
Loans repaid by company (36,664) (36,664)
Hire purchase advances to company 137,700 386,953
Hire purchase and finance lease repayments (352,122) (359,853)
Calls on share capital - 85
--------- ---------
NET CASH (OUTFLOW) FROM FINANCING (251,086) (9,479)
========= =========
<TABLE>
22. ANALYSIS OF CHANGES IN NET DEBT
<S> <C> <C> <C> <C>
AT AT
1ST NOVEMBER CASH OTHER 31ST OCTOBER
1995 FLOWS CHANGES 1996
Cash in hand, at bank 669 559,756 - 560,425
Overdraft (105,009) 45,004 - (60,005)
--------- --------- --------- ---------
(104,340) 604,760 - 500,420
Hire purchase and
finance leases (616,099) (27,100) - (643,199)
Debt due within one year (36,664) 36,664 (36,664) (36,664)
Debt due after one year (779,070) - 36,664 (742,406)
--------- --------- --------- ---------
(1,536,173) 614,324 - (921,849)
========= ========= ========= =========
<S> <C> <C> <C> <C>
AT AT
1ST NOVEMBER CASH OTHER 31ST OCTOBER
1996 FLOWS CHANGES 1997
Cash in hand, at bank 560,425 (49,880) - 510,545
Overdraft (60,005) 60,005 - -
--------- --------- --------- ---------
500,420 10,125 - 510,545
Hire purchase and
finance leases (643,199) 214,422 - (428,777)
Debt due within one year (36,664) 36,664 (36,664) (36,664)
Debt due after one year (742,406) - 36,664 (705,742)
--------- --------- --------- ---------
(921,849) 261,211 - (660,638)
========= ========= ========= =========
</TABLE>
Page 16
NORWICH INJECTION MOULDERS LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
23. Companies Act 1985
These financial statements do not comprise the Company's statutory accounts
within the meaning of section 240 of the Companies Act 1985 of Great
Britain. Statutory accounts for the years ended 31 October 1997 and 1996,
on which the auditors' reports were unqualified, have been delivered to the
Registrar of Companies for Engalnd and Wales.
24. DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES.
The company's accounts are prepared in accordance with accounting principles
generally accepted in the United Kingdom ("UK GAAP") which differ from
United States generally accepted accounting principles ("US GAAP"). The
significant differences applicable to the company are summarised below.
DEPRECIATION OF FREEHOLD PROPERTY
Under UK GAAP, the company does not depreciate its freehold property. Under
US GAAP, depreciation would be provided.
FINANCE LEASES AND HIRE PURCHASE CONTRACTS
Under UK GAAP, the finance charge relating to finance (capital) leases and
hire purchase contracts is charged to the profit and loss account on a
straight line basis. Under US GAAP, such finance charges would be charged
to income over the period of the lease so as to provide a constant rate of
interest on the remaining balance of the capital obligation. It is
considered that the difference between the two methods in this case does not
have a material effect on either the balance sheets as at 31{st} October
1996 and 31{st} October 1997 or the reported results for the years then
ended.
DEFERRED TAXATION
Under UK GAAP, provision for deferred taxation is only made where in the
opinion of the directors it is likely to be payable in the foreseeable
future.
Under US GAAP, deferred taxation is computed for all temporary differences
between the tax and book bases of assets and liabilities. Deferred tax
assets are recognised to the extent their realisation is more likely than
not.
The following is a summary of the significant adjustments to income and
shareholders' funds which would be required if US GAAP were to be applied
instead of UK GAAP.
<PAGE>
Page 17
NORWICH INJECTION MOULDERS LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
24. DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (CONTINUED).
INCOME
<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
31 OCTOBER 31 OCTOBER
1997 1996
Profit on ordinary activities after
taxation as reported in
the profit and loss account 840,291 835,526
Adjustments
Depreciation (22,160) (21,627)
Deferred taxation - methodology (73,260) (250,215)
- on above adjustments 6,648 6,488
--------- ---------
Net income as adjusted to accord with US GAAP
Net income 751,519 570,172
========= =========
SHAREHOLDERS' FUNDS
<S> <C> <C>
YEAR ENDED YEAR ENDED
31 OCTOBER 31 OCTOBER
1997 1996
Capital and reserves as reported 3,050,200 2,209,909
Adjustments
Fixed assets
Tangible assets-freehold property
depreciation (97,427) (75,267)
Deferred taxation - methodology (361,320) (288,060)
- on above adjustments 29,228 22,580
--------- ---------
Shareholders' funds as adjusted to accord
with US GAAP 2,620,681 1,869,162
========= =========
</TABLE>
STATEMENT OF CASH FLOWS
The statement of cash flows prepared under UK GAAP presents substantially
the same information as that required under US GAAP but it differs with
regard to the classification of items within it and as regards the
definition of cash under UK GAAP and cash and cash equivalents under US
GAAP.
Under UK GAAP, cash flows are presented separately for operating activities,
returns on investments and servicing of finance, taxation, capital
expenditure and financial investment and financing. US GAAP require only
three categories of cash flow activity to be reported, operating, investing
and financing. Cash flows from taxation and returns on investments and
servicing shown under UK GAAP would be included within operating activities
under US GAAP. Capital expenditure and financial investment would be
included within investing activities under US GAAP.
Page 18
NORWICH INJECTION MOULDERS LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
24. DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (CONTINUED).
STATEMENT OF CASH FLOWS (CONTINUED)
Under UK GAAP, cash is defined as cash in hand and deposits repayable on
demand less bank overdrafts repayable on demand. Under US GAAP, cash and
cash equivalents would not include bank overdrafts but would include cash
deposits repayable within three months at their inception.
The categories of cash flows under US GAAP can be summarised as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
31 OCTOBER 31 OCTOBER
1997 1996
Cash inflow from operating activities 1,242,004 1,250,083
Cash outflow on investing activities (980,793) (635,844)
Cash outflow from financing activities (251,086) (9,479)
(Decrease)/Increase in cash and cash equivalents (49,880) 559,756
Cash and cash equivalents
At 1st November 560,425 669
At 31st October 510 560,425
</TABLE>
<PAGE>
NORWICH INJECTION MOULDERS LIMITED
BALANCE SHEET
(UNAUDITED)
(In pound sterling, unless otherwise noted)
JULY 2, 1998
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash 818,221
Receivables, net 1,924,200
Inventories 272,137
Other current assets 57,774
---------
Total current assets 3,072,332
Property and equipment:
Land, buildings, and improvements 1,305,376
Machinery and equipment 4,275,038
Vehicles and other 144,456
---------
5,724,870
Less accumulated depreciation (1,760,861)
---------
Property, net 3,964,009
---------
Total assets 7,036,341
=========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
Current liabilities:
Accounts payable 1,513,625
Accrued liabilities 438,628
---------
Total current liabilities 1,952,253
Long-term debt 973,549
---------
Total liabilities 2,925,802
Stockholders' equity:
Capital stock, 1 stated value per share:
Authorized and outstanding: 100 shares 100
Retained earnings 4,110,439
---------
Total stockholders' equity 4,110,539
---------
Total liabilities and stockholders' equity 7,036,341
=========
</TABLE>
SEE ACCOMPANYING NOTE.
<PAGE>
NORWICH INJECTION MOULDERS LIMITED
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
(UNAUDITED)
(In pound sterling, unless otherwise noted)
FOR THE PERIOD FROM NOVEMBER 1, 1997 TO JULY 2, 1998
<TABLE>
<CAPTION>
<S> <C>
Net sales 5,729,635
Costs and expenses:
Cost of sales 4,034,940
Selling, general and administrative 606,871
Interest 42,894
---------
Total cost and expenses 4,684,705
Net income before income taxes 1,044,930
Income tax expense (benefit) (15,409)
---------
Net income 1,060,339
Retained earnings, beginning of period 3,050,100
---------
Retained earnings, end of period 4,110,439
=========
</TABLE>
SEE ACCOMPANYING NOTE.
<PAGE>
NORWICH INJECTION MOULDERS LIMITED
STATEMENT OF CASH FLOWS
(UNAUDITED)
(In pound sterling, unless otherwise noted)
FOR THE PERIOD FROM NOVEMBER 1, 1997 TO JULY 2, 1998
<TABLE>
<CAPTION>
OPERATING ACTIVITIES
<S> <C>
Net income 1,060,339
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 341,587
Changes in operating assets and liabilities:
Accounts receivable (320,889)
Inventories 43,960
Other assets (30,876)
Trade accounts payable (66,528)
Accrued liabilities (52,135)
---------
Net cash provided by operating activities 975,458
INVESTING ACTIVITIES
Capital expenditures (470,147)
---------
Net cash used by investing activities (470,147)
FINANCING ACTIVITIES
Payments on long-term debt (197,635)
---------
Net cash provided by financing activities (197,635)
---------
Net increase in cash 307,676
Cash at beginning of period 510,545
---------
Cash at end of period 818,221
=========
</TABLE>
SEE ACCOMPANYING NOTE.
<PAGE>
NORWICH INJECTION MOULDERS LIMITED
NOTE TO FINANCIAL STATEMENTS
(UNAUDITED)
AS OF JULY 2, 1998 AND FOR THE PERIOD FROM NOVEMBER 1, 1997 TO JULY 2, 1998
The unaudited financial statements of Norwich Injection Moulders
Limited as of July 2, 1998 and for the period from November 1, 1997 to July 2,
1998 have been prepared in accordance with accounting principles generally
accepted in the United Kingdom. They do not include all of the information and
footnotes required by United States generally accepted accounting principles
for complete financial statements as the period presented is for an interim
period. In the opinion of management, all adjustments considered necessary for
a fair presentation have been included. Operating results for the period
presented are not necessarily indicative of the results that may be expected
for the full fiscal year. These statements should be read in conjunction with
the audited financial statements of Norwich Injection Moulders
Limited for the years ended October 31, 1997 and 1996 included in this Form 8-
K/A.
<PAGE>
BPC HOLDING CORPORATION
PRO FORMA UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
The following unaudited pro forma condensed consolidated balance sheet and pro
forma condensed consolidated statements of operations (collectively, the "Pro
Forma Statements") give effect to the purchase of the outstanding common stock
of Norwich Injection Moulders Limited ("Norwich") and Venture Packaging, Inc.
("Venture Packaging") by Berry Plastics Corporation ("Berry"). Berry is a
wholly owned subsidiary of BPC Holding Corporation ("Holding").
The pro forma information is based on the historical consolidated financial
statements of Holding, the historical financial statements of Norwich and the
historical financial statements of Venture Packaging, giving effect to the
acquisitions using the purchase method of accounting and the assumptions and
adjustments in the accompanying notes to the pro forma condensed consolidated
financial statements. The pro forma condensed balance sheet gives effect to
the acquisitions as if they had occurred on June 27, 1998 and the condensed
statements of operations give effect to the acquisitions as if they had
occurred on December 29, 1996. There are no pro forma condensed
balance sheet adjustments as of June 27, 1998 for the acquisition of
Venture Packaging as these adjustments are reflected in Holding's historical
balances as of June 27, 1998. There are no pro forma condensed consolidated
statement of operations adjustments for the six months ended June 27,
1998 for the acquisition of Venture Packaging as the operations of Venture
Packaging are included in Holding's historical balances for the six
months ended June 27, 1998.
The Pro Forma Statements do not purport to represent what Holding's
consolidated financial position or results of operations would actually have
been if such transactions had in fact occurred on such dates or to project
Holding's consolidated financial position or results of operations for any
future date or period. The pro forma adjustments are based upon available
information and upon assumptions that Holding believes to be reasonable. The
Pro Forma Statements and accompanying notes should be read in conjunction with
the historical consolidated financial statements and related notes of Holding
included within its Annual Report on Form 10-K for the year ended December 27,
1997, with the audited consolidated financial statements and related notes of
Norwich for the years ended October 31, 1997 and 1996 and the unaudited
consolidated financial statements as of July 2, 1998 and for the period from
November 1, 1997 to July 2,1998 included in this Form 8-K/A, and with Form 8-
K/A filed on November 14, 1997 which provides similar information related to
the acquisition of Venture Packaging.
<PAGE>
BPC HOLDING CORPORATION
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 27, 1998
----------------------------------------------------------------------------------
HOLDING NORWICH PRO FORMA CONSOLIDATED
HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 2,680 $ 1,374 $ (670) (d) $ 3,384
Accounts receivable 33,951 3,232 - 37,183
Inventories 27,508 457 - 27,965
Other current assets 2,465 97 - 2,562
--------- --------- --------- ---------
Total current assets 66,604 5,160 (670) 71,094
Assets held in trust 13,345 - - 13,345
Property and equipment, net 105,260 6,659 (1,428) (b) 110,491
Intangible assets, net 43,080 712 10,334 (b) 54,126
Other assets 2,882 - 637 (c) 3,519
--------- --------- --------- ---------
Total assets $231,171 $12,531 $ 8,873 $ 252,575
========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,746 $ 2,543 $ (25) (d) $ 18,264
Accrued expenses 7,536 714 42 (a) 8,292
Accrued interest 3,525 - - 3,525
Employee compensation and payroll taxes 8,569 64 - 8,633
Income taxes 152 - - 152
Current portion of long-term debt 12,313 - 913 (e) 13,226
--------- --------- --------- ---------
Total current liabilities 47,841 3,321 930 52,092
Long-term debt:
Holding 12.50% Senior Secured Notes 105,000 - - 105,000
Berry 12.25% Senior Subordinated Notes 100,000 - - 100,000
Term loans 45,605 1,216 (1,216) (d) 59,788
14,183 (e)
Industrial Revenue Bonds 15,111 - - 15,111
Revolving line of credit 22,187 - 842 (e) 23,029
Capital lease obligation 147 419 - 566
Debt discount (508) - - (508)
--------- --------- --------- ---------
Total long-term debt 287,542 1,635 13,809 302,986
Accrued dividends on preferred stock 5,457 - - 5,457
Other liabilities 2,894 669 168 (a) 4,603
502 (a)
370 (c)
--------- --------- --------- ---------
Total liabilities 343,734 5,625 15,779 365,138
Stockholders' equity (deficit):
Common stock and additional paid-in capital 47,451 1 (1) (f) 47,451
Preferred stock 16,655 - - 16,655
Treasury stock (81) - - (81)
Warrants 3,511 - - 3,511
Retained earnings (deficit) (180,099) 6,905 (6,905) (f) (180,099)
--------- --------- --------- ---------
Total stockholders' equity (deficit) (112,563) 6,906 (6,906) (112,563)
--------- --------- --------- ---------
Total liabilities and stockholders'
equity (deficit) $ 231,171 $ 12,531 $ 8,873 $ 252,575
========= ========= ========= =========
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
BPC HOLDING CORPORATION
NOTES TO PRO FORMA UNAUDITED CONDENSED
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
The historical balance sheet presented for Holding is as of June 27, 1998, and the historical balance sheet presented for
Norwich is as of July 2, 1998. The following adjustments reflect the acquisition of the common stock of Norwich and the
repayment of the outstanding debt of Norwich on a pro forma basis using proceeds from additional borrowings under Berry's
credit facility. The pro forma allocations to the assets acquired and liabilities assumed have been made using estimates by
management. The cost in excess of net assets acquired will be amortized
by the straight-line method over a period of 15 years.
(a) Adjustments of certain assets and liabilities purchased:
<S> <C>
Reserve for pension, net of current portion $ (168)
Reserve for pension, current portion (42)
Deferred income taxes on adjustments to certain assets and liabilities purchased (502)
-------
$ (712)
=======
(b) Adjustments for assumed fair values of assets and liabilities of Norwich:
Reduction of property and equipment to estimated fair value $ (1,428)
Allocation of excess of purchase price over net assets acquired to intangible assets 10,334
-------
$ 8,906
=======
(c) Other assets and liabilities resulting from purchase:
Debt origination fees $ 637
Accrued closing costs (370)
-------
$ 267
=======
(d) Repayment of Norwich debt:
Cash $ (670)
Accounts payable 25
Term loans 1,216
-------
$ 571
=======
(e) Borrowings for payment of purchase price and transaction costs:
Proceeds from term loans, net of current portion $(14,183)
Proceeds from revolving line of credit (842)
Current portion of term loan borrowing (913)
-------
$(15,938)
=======
(f) Elimination of Norwich's stockholders' equity:
Capital stock $ (1)
Retained earnings (6,905)
-------
$ (6,906)
=======
</TABLE>
<PAGE>
BPC HOLDING CORPORATION
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FISCAL 1997
--------------------------------------------------------------------------------------------------
HOLDING VENTURE NORWICH PRO FORMA CONSOLIDATED
HISTORICAL HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
---------- ---------- ---------- ----------- ------------
Net sales $ 226,953 $ 32,440 $ 13,405 $ (3,470) (a) $ 269,328
Cost of goods sold 180,249 27,935 10,611 (4,572) (b) 214,223
--------- --------- --------- --------- ---------
Gross margin 46,704 4,505 2,794 1,102 55,105
Operating expenses 30,505 4,065 885 (80) (c) 35,728
353 (e)
--------- --------- --------- --------- ---------
Operating income 16,199 440 1,909 829 19,377
Interest expense, net 30,246 900 137 2,068 (d) 34,736
1,385 (f)
Other income (expense) (226) 29 - - (197)
--------- --------- --------- --------- ---------
Income(loss)before income taxes (14,273) (431) 1,772 (2,624) (15,556)
Income tax expense (benefit) 138 (127) 530 (114) (g) 427
--------- --------- --------- --------- ---------
Net income (loss) (14,411) (304) 1,242 (2,510) (15,983)
Preferred stock dividends (2,558) - - - (2,558)
--------- --------- --------- --------- ---------
Net income (loss)
attributable
to common shareholders $ (16,969) $ (304) $ 1,242 $ (2,510) $ (18,541)
========= ========= ========= ========= =========
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
BPC HOLDING CORPORATION
NOTES TO PRO FORMA UNAUDITED CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)
YEAR ENDED DECEMBER 27, 1997
<TABLE>
<CAPTION>
The historical consolidated statement of operations presented for Holding is for its fiscal year ended December 27, 1997,
and the historical statement of operations presented for Venture Packaging is for the period from December 29, 1996 to
August 29, 1997, and the historical statement of operations presented for Norwich is for the period from January 1, 1997
to December 31, 1997.
VENTURE PACKAGING ADJUSTMENTS
<S> <C>
(a) Adjustments to net sales:
Decrease due to lost customers $(3,470)
======
(b) Adjustments to cost of goods sold:
Decrease due to lost customers $(3,070)
Decrease in resin costs due to volume discounts available to Berry (1,502)
------
Net reduction in cost of goods sold $(4,572)
======
(c) Adjustments to operating expenses:
Increase in amortization due to increase in cost in excess of net assets
acquired $ 609
Decrease due to plant consolidation (612)
Elimination of expenses incurred by Venture Packaging related to the
sale of the company (77)
-------
Net decrease in operating expenses $ (80)
======
(d) Adjustments to interest expense:
Additional interest incurred on borrowing for Venture acquisition $(2,068)
======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NORWICH ADJUSTMENTS
(e) Adjustment to operating expenses:
<S> <C>
Elimination of expenses incurred by Norwich related to the sale of the company $ (257)
Increase in amortization due to increase in cost in excess of net assets acquired 610
------
$ 353
======
(f) Adjustment to interest expense:
Additional interest incurred on borrowing for Norwich acquisition $ 1,385
======
(g) Adjustment to income tax expense:
Reduction in U.K. tax expense due to the additional indebtedness $ (114)
======
</TABLE>
<PAGE>
BPC HOLDING CORPORATION
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 27, 1998
-------------------------------------------------------------------------------------
HOLDING NORWICH PRO FORMA CONSOLIDATED
HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales $ 136,317 $ 6,861 $ - $ 143,178
Cost of goods sold 100,016 5,078 - 105,094
--------- --------- --------- ---------
Gross margin 36,301 1,783 - 38,084
Operating expenses 20,725 791 176 (a) 21,692
--------- --------- --------- ---------
Operating income 15,576 992 (176) 16,392
Interest expense, net 16,866 59 624 (b) 17,549
Other expenses 430 - - 430
--------- --------- --------- ---------
Income (loss) before income (1,720) 933 (800) (1,587)
taxes
Income tax expense (benefit) 26 289 (249) (c) 66
--------- --------- --------- ---------
Net income (loss) (1,746) 644 (551) (1,653)
Preferred stock dividends (1,783) - - (1,783)
--------- --------- --------- ---------
Net income (loss) attributable
to common shareholders $ (3,529) $ 644 $ (551) $ (3,436)
========= ========= ========= =========
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
BPC Holding Corporation
Notes to Pro Forma Unaudited Condensed
Consolidated Statement of Operations
(Dollars in thousands)
SIX MONTHS ENDED JUNE 27, 1998
<TABLE>
<CAPTION>
The historical consolidated statement of operations presented for Holding is for its six months ended June 27, 1998
and the historical statement of operations presented for Norwich is for the six months ended June 30, 1998.
(a) Adjustments to operating expenses:
<S> <C>
Increase in amortization due to increase in cost in excess of net assets acquired $ 305
Elimination of expenses incurred by Norwich related to the sale of the company (129)
------
Net increase in operating expenses $ 176
======
(b) Adjustment to interest expense:
Additional interest incurred on borrowing for Norwich acquisition $ 624
======
(c) Adjustment to income tax expense:
Reduction in income tax expense from additional expenses per (a) and (b)
above $ (249)
======
</TABLE>
<PAGE>
UNAUDITED PRO FORMA FINANCIAL INFORMATION OF
BERRY PLASTICS CORPORATION
(DOLLARS IN THOUSANDS)
The following summarizes pro forma unaudited financial information of Holding's
wholly owned subsidiary, Berry. The pro forma information is based on the
historical consolidated financial statements of Berry, the historical financial
statements of Norwich,and the historical financial statements of Venture
Packaging, giving effect to the acquisitions using the purchase method of
accounting and the assumptions and adjustments in the accompanying notes to the
pro forma condensed consolidated financial statements. The pro forma condensed
balance sheet gives effect to the acquisitions as if they had occurred on June
27, 1998 and the pro forma statements of operations give effect to the
acquisitions as if they had occurred on December 29, 1996.
<TABLE>
<CAPTION>
CONSOLIDATED PRO FORMA BALANCE SHEET
<S> <C>
Current assets $ 70,421
Property and equipment, net of accumulated 110,491
depreciation
Other noncurrent assets 54,149
Current liabilities 54,110
Noncurrent liabilities 210,683
Equity (deficit) (27,259)
CONSOLIDATED STATEMENT OF OPERATIONS
Year ended December 27, 1997:
Net sales $ 269,328
Cost of goods sold 214,223
Loss before income taxes 3,776
Net loss 4,203
Six months ended June 27, 1998:
Net sales $ 143,178
Cost of goods sold 105,094
Income before income taxes 4,704
Net income 4,639
</TABLE>
