-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WbDON0PDKPEkS8VyQWb3NdZUjWjf119uT83nHAiP3uhqCO/Ujk9mb7vvtwN3AGy7 4uU2BbNb76Eba/Zmg0MZ0w== 0000919463-97-000007.txt : 19970514 0000919463-97-000007.hdr.sgml : 19970514 ACCESSION NUMBER: 0000919463-97-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970329 FILED AS OF DATE: 19970513 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERRY PLASTICS CORP CENTRAL INDEX KEY: 0000919463 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 351813706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-75706 FILM NUMBER: 97602955 BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 10-Q 1 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 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 PART 1. FINANCIAL INFORMATION Item 1. Financial Statements BPC Holding Corporation and Subsidiaries Consolidated Balance Sheets (In Thousands of Dollars)
MARCH 29, December 28, 1997 1996 -------------- -------------- (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 ============== ==============
3 BPC Holding Corporation and Subsidiaries Consolidated Balance Sheets (continued) (In Thousands of Dollars)
MARCH 29, DECEMBER 28, 1997 1996 -------------- -------------- (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)
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 4 BPC Holding Corporation and Subsidiaries Consolidated Statements of Operations (In Thousands of Dollars, Except Per Share Data)
THIRTEEN WEEKS ENDED MARCH 29, MARCH 30, 1997 1996 -------------- -------------- (UNAUDITED) 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 ============== ==============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 5 BPC Holding Corporation and Subsidiaries Consolidated Statement of Changes in Stockholders' Equity (Deficit) (In Thousands of Dollars) (Unaudited)
ADDITIONAL RETAINED COMMON STOCK ISSUED PREFERRED TREASURY PAID-IN EARNINGS CLASS A CLASS B CLASS C STOCK STOCK CAPITAL WARRANTS (DEFICIT) TOTAL ------- ------- ------- ------- ------- ------- -------- -------- -------- 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) ======= ======= ======= ======= ======= ======= ======= ========= ========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 6 BPC Holding Corporation and Subsidiaries Consolidated Statements of Cash Flows (In Thousands of Dollars)
THIRTEEN WEEKS ENDED MARCH 29, MARCH 30, 1997 1996 ---------- -------- (UNAUDITED) OPERATING ACTIVITIES 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 ========== ========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 7 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 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 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.
THIRTEEN WEEKS ENDED MARCH 30, 1996 -------------- Net sales $ 46,656 Income before income taxes 403 Net income 250
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 2. LONG-TERM DEBT Long-term debt consists of the following:
MARCH 29, DECEMBER 28, 1997 1996 ----------- --------------- 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 =========== ===============
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 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.
MARCH 29, 1997 December 28, 1996 -------------- ----------------- 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 ========= ========
THIRTEEN WEEKS ENDED MARCH 29, 1997 MARCH 30, 1996 -------------- -------------- 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
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 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 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 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 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 EX-27 2
5 1000 3-MOS DEC-27-1997 MAR-29-1997 2672 0 30339 764 21067 55375 128417 53822 186176 39305 215900 0 11289 6 (111859) 186176 49007 0 38396 44703 0 107 7808 (3057) (472) (2585) 0 0 0 (2585) 0 0
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