-----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, NU6jjhA8UY5UwBrjC3aGSmho0efW6luT3gawMUIpfx9mGlxZ9rJsp8EoAdXTffxE /8lQCvETvBHNg72LdOex4w== 0000919463-98-000009.txt : 19980916 0000919463-98-000009.hdr.sgml : 19980916 ACCESSION NUMBER: 0000919463-98-000009 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980702 ITEM INFORMATION: FILED AS OF DATE: 19980915 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: 8-K/A SEC ACT: SEC FILE NUMBER: 033-75706 FILM NUMBER: 98709945 BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 8-K/A 1 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 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 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 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 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 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 4 NORWICH INJECTION MOULDERS LIMITED PROFIT AND LOSS ACCOUNT (In pound sterling, unless otherwise noted)
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.
Page 5 NORWICH INJECTION MOULDERS LIMITED BALANCE SHEET (In pound sterling, unless otherwise noted)
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.
Page 6 NORWICH INJECTION MOULDERS LIMITED CASH FLOW STATEMENT (In pound sterling, unless otherwise noted)
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.
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 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 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 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 11 NORWICH INJECTION MOULDERS LIMITED NOTES TO THE ACCOUNTS (CONTINUED) 10. TANGIBLE FIXED ASSETS 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 ========= =========
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 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 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 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) ========= ========= 22. ANALYSIS OF CHANGES IN NET DEBT 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) ========= ========= ========= ========= 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) ========= ========= ========= =========
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 17 NORWICH INJECTION MOULDERS LIMITED NOTES TO THE ACCOUNTS (CONTINUED) 24. DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CONTINUED). INCOME
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 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 ========= =========
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:
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
NORWICH INJECTION MOULDERS LIMITED BALANCE SHEET (UNAUDITED) (In pound sterling, unless otherwise noted) JULY 2, 1998
ASSETS 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 =========
LIABILITIES AND STOCKHOLDERS' EQUITY 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 =========
SEE ACCOMPANYING NOTE. 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
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 =========
SEE ACCOMPANYING NOTE. 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
OPERATING ACTIVITIES 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 =========
SEE ACCOMPANYING NOTE. 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. 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. BPC HOLDING CORPORATION PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET (DOLLARS IN THOUSANDS)
JUNE 27, 1998 ---------------------------------------------------------------------------------- HOLDING NORWICH PRO FORMA CONSOLIDATED HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA 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 ========= ========= ========= =========
SEE ACCOMPANYING NOTES. BPC HOLDING CORPORATION NOTES TO PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET (DOLLARS IN THOUSANDS)
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: 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) =======
BPC HOLDING CORPORATION PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS)
FISCAL 1997 -------------------------------------------------------------------------------------------------- HOLDING VENTURE NORWICH PRO FORMA CONSOLIDATED HISTORICAL HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA ---------- ---------- ---------- ----------- ------------ 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) ========= ========= ========= ========= =========
SEE ACCOMPANYING NOTES. BPC HOLDING CORPORATION NOTES TO PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS) YEAR ENDED DECEMBER 27, 1997
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 (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) ======
NORWICH ADJUSTMENTS (e) Adjustment to operating expenses: 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) ======
BPC HOLDING CORPORATION PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS)
SIX MONTHS ENDED JUNE 27, 1998 ------------------------------------------------------------------------------------- HOLDING NORWICH PRO FORMA CONSOLIDATED HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA ----------- ----------- ----------- ------------ 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) ========= ========= ========= =========
SEE ACCOMPANYING NOTES. BPC Holding Corporation Notes to Pro Forma Unaudited Condensed Consolidated Statement of Operations (Dollars in thousands) SIX MONTHS ENDED JUNE 27, 1998
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: 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) ======
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.
CONSOLIDATED PRO FORMA BALANCE SHEET 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
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