-----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, NW/+C2Kxa+ZfV6iIPX7pxBqQ4ys+xxUUQpKCCI+WY4Dsk8YBIOen2j1hn5xt5/Us VbawHEmGM+fiT0ddTP3Fdw== 0000919463-96-000006.txt : 19960814 0000919463-96-000006.hdr.sgml : 19960814 ACCESSION NUMBER: 0000919463-96-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960629 FILED AS OF DATE: 19960813 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: 96610461 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 June 29, 1996 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; 01, 02, 03 BPC Holding Corporation Berry Plastics 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) (I.R.S. 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 June 29, 1996 ----------------------------------------------------------- Class A - Voting - $.01 Par Value 91,000 Class A - Nonvoting - $.01 Par Value 259,000 Class B - Voting - $.01 Par Value 145,058 Class B - Nonvoting - $.01 Par Value 54,942 Class C - Nonvoting - $.01 Par Value 17,000 BPC Holding Corporation and Subsidiaries Form 10-Q Index For Quarterly Period Ended June 29, 1996 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.............. 11 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K......................... 14 Signature.............................................................. 15 Part 1. Financial Information Item 1. Financial Statements BPC Holding Corporation and Subsidiaries Consolidated Balance Sheets (In Thousands of Dollars) June 29, December 30, 1996 1995 ------------------------ (Unaudited) Assets Current assets: Cash and cash equivalents $ 4,502 $ 8,035 Accounts receivable (less allowance for doubtful accounts of $612 and $737) 19,749 15,944 Inventories: Finished goods 10,085 7,743 Raw materials and supplies 4,392 3,897 Custom molds 724 257 ------------------------ 15,201 11,897 Prepaid expenses and other receivables 901 1,593 Income taxes recoverable 793 411 ------------------------ Total current assets 41,146 37,880 Assets held in trust 35,665 _ Property and equipment: Land 4,289 3,882 Buildings and improvements 16,177 15,712 Machinery, equipment and tooling 74,471 68,801 Automobiles and trucks 565 496 Construction in progress 3,866 4,094 99,368 92,985 ------------------------ Less accumulated depreciation 45,548 40,544 ------------------------ 53,820 52,441 Intangible assets: Deferred financing and origination fees (net of accumulated amortization of $1,993 and $1,555) 10,899 5,962 Excess of cost over net assets acquired (net of accumulated amortization of $609 and $425) 4,838 4,782 Patents (net of accumulated 135 139 amortization of $4 and $0) Covenants not to compete (net of accumulated amortization of $44 and $27) 56 73 ------------------------ 15,928 10,956 Deferred income taxes 1,884 2,056 Other 222 132 ------------------------ Total assets $148,665 $103,465 ======================== BPC Holding Corporation and Subsidiaries Consolidated Balance Sheets (continued) (In Thousands of Dollars) June 29, December 30, 1996 1995 ------------------------ (Unaudited) Liabilities and stockholders' equity (deficit) Current liabilities: Accounts payable $ 12,811 $ 14,074 Accrued expenses and other liabilities 4,612 2,807 Accrued interest 3,113 2,652 Employee compensation and payroll taxes 4,968 4,618 Current portion of long-term debt 727 717 ------------------------ Total current liabilities 26,231 24,868 Long-term debt, less current portion 215,436 110,959 (Notes 2 and 3) Deferred compensation _ 122 ------------------------ Total liabilities 241,667 135,949 Stockholders' equity (deficit) (Note2): Preferred stock; 1,000,000 shares authorized; 600,000 shares issued and 11,061 _ outstanding (net of discount of $3,511) Class A Common Stock; $.01 par value: Voting; 500,000 sharesauthorized; 91,000 shares issued and outstanding 1 _ Nonvoting; 500,000 shares authorized; 259,000 shares issued and outstanding 2 _ Class B Common Stock; $.01 par value: Voting; 500,000 shares authorized; 145,058 shares issued and outstanding 1 _ Nonvoting; 500,000 shares authorized; 54,942 shares issued and outstanding 1 _ Class C Common Stock; $.01 par value: Nonvoting; 500,000 shares authorized; 17,000 shares issued and outstanding _ _ Treasury stock: 0 and 5,212 shares, respectively _ (58) Additional paid-in capital 52,797 959 Warrants 3,511 4,034 Retained earnings (deficit) (160,376) (37,419) ------------------------ Total stockholders' equity (deficit) (93,002) (32,484) ------------------------ Total liabilities and stockholders' equity (deficit) $148,665 $103,465 ======================== See notes to consolidated financial statements. BPC Holding Corporation and Subsidiaries Consolidated Statements of Operations (In Thousands of Dollars, Except Per Share Data) Thirteen Weeks Ended Twenty-six Weeks Ended -------------------------------------------- June 29, July 1, June 29, July 1, 1996 1995 1996 1995 -------------------------------------------- (Unaudited) (Unaudited) Net sales $38,876 $37,803 $73,872 $70,497 Cost of goods sold 27,352 27,239 52,471 49,781 -------------------------------------------- Gross margin 11,524 10,564 21,401 20,716 Operating expenses: Selling 1,738 1,389 3,409 2,759 General and administrative 5,980 2,638 9,165 4,994 Research and development 185 183 393 358 Amortization of intangibles 105 257 205 456 -------------------------------------------- Operating income 3,516 6,097 8,229 12,149 Other expenses: Loss (gain) on disposal of property and equipment 19 21 (23) 14 Other 175 36 512 458 -------------------------------------------- Income before interest and income taxes 3,322 6,040 7,740 11,677 Interest: Expense (4,032) (3,425) (7,479) (6,970) Income 100 126 167 366 -------------------------------------------- Income before income taxes (610) 2,741 428 5,073 Income tax expense (benefit) (188) 15 209 20 -------------------------------------------- Net income (loss) $(422) $2,726 $ 219 $5,053 ============================================ Earnings per share (Note3): Pro forma earnings per common and common equivalent share: Net income (loss) $ (0.70) $ 4.50 $ 0.36 $ 8.34 ============================================ Pro forma earnings per common share - assuming full dilution: Net income (loss) $ (0.70) $ 4.50 $ 0.36 $ 8.34 ============================================ See notes to consolidated financial statements. BPC Holding Corporation and Subsidiaries Consolidated Statement of Changes in Stockholders' Equity (Deficit) (In Thousands of Dollars) (Unaudited) Common Stock Issued Additional ------------------------- Preferred Treasury Paid-In Earnings Class A Class B Class C Stock Stock Capital Warrants (Deficit) Total ------------------------------------------------------------------------------------------- Balance at December 31, 1995 $ _ $ _ $ _ $ _ $(58) $ 960 $ 4,034 $(37,419) $ (32,483) Net income _ _ _ _ _ _ _ 219 432 Market value adjustment - warrants _ _ _ _ _ (1,145) 9,399 (8,254) _ Exercise of stock options _ _ _ _ _ 1,130 _ _ 1,130 Distribution on sale of equity interests _ _ _ _ 58 (1,424) (13,433) (114,922) (129,721) Proceeds from newly issued equity 3 2 _ 14,572 _ 52,797 _ _ 67,374 Payment of deferred compensation _ _ _ _ _ 479 _ _ 479 Issuance of private warrants _ _ _ (3,511) _ _ 3,511 _ _ ------------------------------------------------------------------------------------------ Balance at June 29, 1996 $ 3 $ 2 $ _ $11,061 $ _ $52,797 $ 3,511 $(160,376) $ (93,002) ========================================================================================== See notes to consolidated financial statements.
BPC Holding Corporation and Subsidiaries Consolidated Statements of Cash Flows (In Thousands of Dollars) Twenty-six Weeks Ended ---------------------- June 29, July 1, 1996 1995 ---------------------- (Unaudited) Operating activities Net income $ 219 $ 5,053 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,302 4,500 Non-cash interest expense 481 487 Write-off of deferred acquisition costs _ 390 Non-cash compensation 358 173 Loss (gain) on sale of property and equipment (23) 14 Deferred income taxes 172 (1,149) Changes in operating assets and liabilities: Accounts receivable, net (3,824) (5,565) Inventories (3,304) (1,818) Prepaid expenses and other receivables 219 (549) Accounts payable and accrued expenses 1,309 579 Other assets (6) (24) ---------------------- Net cash provided by operating activities 903 2,091 Investing activities Additions to property and equipment (5,890) (5,308) Proceeds from disposal of property and equipment 43 13 Purchase of assets of Sterling Products, Inc., net of cash acquired _ (7,246) Purchase of Alpha and other acquisition costs (776) (395) ---------------------- Net cash used for investing activities (6,623) (12,936) Financing activities Payments on long-term borrowings (500) (500) Proceeds from long-term borrowings 49 _ Payments on capital lease (106) (97) Exercise of management stock options 1,130 _ Proceeds from senior secured notes 105,000 _ Proceeds from issuance of common stock 52,797 _ Proceeds from issuance of preferred stock and warrants 14,572 _ Rollover investments and share repurchases (125,219) _ Assets held in trust (35,600) _ Net payments to public warrant holders (4,502) _ Debt issuance costs (5,369) (178) Interest income applied to the assets held in trust (65) _ Reclassification of cash held for acquisition _ 12,000 ---------------------- Net cash provided by financing activities 2,187 11,225 ---------------------- Net increase (decrease)in cash and cash equivalents (3,533) 380 ---------------------- Cash and cash equivalents at beginning of period 8,035 9,327 ---------------------- Cash and cash equivalents at end of period $ 4,502 $ 9,707 ====================== See notes to consolidated financial statements. 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 the Company's wholly-owned subsidiary, Berry Plastics Corporation ("Berry"), and its wholly-owned subsidiaries: Berry Iowa Corporation; Berry Tri-Plas Corporation; and Berry Sterling Corporation. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Form 10-K filed with the Securities and Exchange Commission for the year ended December 30, 1995. 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 BPC Holding Corporation ("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 $8.0 million and $0.1 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. Pro forma earnings per share information has been presented for all periods as though the capital structure resulting from the recapitali- zation ocurred on January 1, 1995. BPC Holding Corporation and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) 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 "Notes"). The Notes bear interest at 12 1/2% 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 will be payable in cash semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 1996. Proceeds of the 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 December 21, 1995, the Company acquired substantially all of the assets and assumed certain liabilities of Tri-Plas, Inc. (the "Tri- Plas Acquisition") through its subsidiary Berry Tri-Plas Corporation (formerly Berry-CPI Plastics Corp.) for $6,600,000. The operations of Berry Tri-Plas Corporation are included in the Company's operations since the acquisition date using the purchase method of accounting. The pro forma results listed below are unaudited and reflect purchase accounting adjustments assuming the Tri-Plas Acquisition occurred on January 1, 1995. July 1, 1995 --------------- (In thousands, except per share data) Net sales $ 78,788 Income before income taxes 3,705 Net income 3,685 Pro forma earnings per common share: Primary 6.08 Fully diluted 6.08 BPC Holding Corporation and Subsidiaries Notes to Consolidated Financial Statements (continued) (Unaudited) 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 acquisition been consummated at the above date, nor are they necessarily indicative of future operating results. Further, the information gathered on the acquired company is based upon unaudited internal financial information and reflects only pro forma adjustments for additional interest expense and amortization of the excess of the cost over the underlying net assets acquired, net of the applicable income tax effect. 5. Long-Term Debt Long-term debt consists of the following: June 29, December 30, 1996 1995 ------------------------- (In thousands) 12.50% Senior Secured Notes $105,000 $ _ 12.25% Senior Subordinated Notes 100,000 100,000 Nevada Industrial Revenue Bonds 5,500 6,000 Iowa Industrial Revenue Bonds 5,400 5,400 Capital lease obligation 896 1,002 Revolving loan 49 _ Debt discount (682) (726) ------------------------- 216,163 111,676 Less current portion of long-term debt 727 717 ------------------------- $215,436 $110,959 ========================= The current portion of long-term debt is limited to a $0.5 million repayment of the industrial revenue bonds and the monthly principal payments related to a capital lease obligation. The Company also maintains a $28 million revolving line of credit with Fleet Capital Corporation. As of June 29, 1996, approximately $12 million of this credit line was used to provide a letter of credit for the outstanding industrial revenue bonds. Based on the borrowing formula as of June 29, 1996, the Company had approximately $16 million of additional available credit under the Fleet Capital credit line. 6. 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. The Company is currently appealing this ruling. Item 2. BPC Holding Corporation and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations 13 Weeks Ended June 29, 1996 (the "Quarter") Compared to 13 Weeks Ended July 1, 1995 (the "prior Quarter") Net Sales. Net sales increased $1.1 million, or 2.8%, to $38.9 million for the Quarter from $37.8 million for the prior Quarter, notwithstanding an approximate 2% decrease 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 higher aerosol overcap sales of $1.4 million, higher drink cup sales of $1.0 million and higher container sales of $2.0 million (including the introduction of polypropylene containers from the Tri-Plas Acquisition). Sales of custom molded products were down $3.4 million mainly due to the loss of a 1995 non- repeating plastic tumbler promotion for Burger King . Gross Margin. Gross margin increased by $0.9 million to $11.5 million for the Quarter from $10.6 million for the prior Quarter. This increase of 8.5% was attributed to a combination of the introduction of more efficient tooling in certain of the container and drink cup products, strengthening operating performance at the Company's manufacturing facilities, and stronger sales of higher margin products. Operating Expenses. Selling expenses increased by $0.3 million to $1.7 million for the Quarter from $1.4 million for the prior Quarter principally as a result of additions to the drink cup sales force and the selling expenses related to the Tri-Plas Acquisition. General and administrative expenses increased by $3.4 million to $6.0 million for the Quarter from $2.6 million for the Prior Quarter due to Transaction related expenses of $3.1 million, including $2.5 million of deferred payments to certain holders of stock options (see Note 2) and a $0.3 non-cash adjustment to the value of vested incentive stock options, and the adddition of operations relating to the Tri-Plas Acquisition. Interest Expense. Interest expense increased $0.6 million to $4.0 million for the Quarter compared to $3.4 million for the prior Quarter due to interest associated with the issuance of the Notes (see Note 3). Income Tax. For the Quarter, the Company had a $0.2 million tax benefit which was determined using Federal and state statutory income tax rates. There was also minimal income tax for the prior Quarter due to the availability of loss carryforwards. Net Income (Loss) and EBITDA. Net loss for the Quarter of $0.4 million decreased $3.1 million from net income of $2.7 million for the prior Quarter for the reasons discussed above. EBITDA, defined as income before taxes, interest, depreciation, amortization, loss (gain) on disposal of property and equipment, write-off of deferred acquisition costs, one-time transition expenses related to the Sterling Products Acquisition and the Tri- Plas Acquisition, and expenses related to the Transaction, was $9.4 million for the Quarter compared to $8.6 million for the prior Quarter. Results of Operations 26 Weeks Ended June 29, 1996 ("YTD") Compared to 26 Weeks Ended July 1, 1995 ("prior YTD") Net Sales. Net sales increased $3.4 million, or 4.8%, to $73.9 million YTD from $70.5 million for the prior YTD, notwithstanding an approximate 4% decrease 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 higher aerosol overcap sales of $1.3 million, higher drink cup sales of $2.7 million and higher container sales of $3.2 million (including the introduction of polypropylene containers from the Tri-Plas Acquisition). Sales of custom molded products were down $3.4 million mainly due to the loss of a 1995 non- repeating plastic tumbler promotion for Burger King, and sales of custom manufactured tools decreased $0.4 million. Gross Margin. Gross margin increased by $0.7 million to $21.4 million YTD from $20.7 million for the prior YTD. This increase in gross margin was attributed to a combination of the introduction of more efficient tooling in certain of the container and drink cup products, strengthening operating performance at the Company's manufacturing facilities, and stronger sales of higher margin products. Gross margin also reflects the negative $0.8 million impact of a non-repeating favorable resin forward buying program in the first quarter of 1995. Operating Expenses. Selling expenses increased by $0.6 million to $3.4 million YTD from $2.8 million for the prior YTD principally as a result of the addition of the drink cup business and the Tri-Plas Acquisition. General and administrative expenses increased by $4.2 million to $9.2 million YTD from $5.0 million for the prior YTD. The increase included Transaction expenses of $3.1 million, including $2.5 million of defered payments to certain holders of stock options (see Note 2) and a $0.3 million non-cash adjustment to the value of vested incentive stock options. The increase also includes additional expenses from the Tri-Plas Acquisition and the Sterling Products Acquisition of $0.6 million, and patent and other litigation expenses were $0.5 million. Interest Expense. Interest expense increased $0.5 million to $7.5 million YTD compared to $7.0 million for the prior YTD due to the issuance of the Notes (see Note 3). Income Tax. YTD, the Company had income tax of $0.2 million which was determined using Federal and state statutory income tax rates. There was minimal income tax in the prior YTD due to the availability of loss carryforwards. Net Income and EBITDA. Net income YTD of $0.2 million decreased $4.9 million from net income of $5.1 million for the prior YTD for the reasons discussed above. EBITDA, defined as income before taxes, interest, depreciation, amortization, loss (gain) on disposal of property and equipment, write-off of deferred acquisition costs, one-time transition expenses related to the Sterling Products Acquisition and the Tri-Plas Acquisition. and expenses related to the Transaction, was $16.7 million YTD compared to $16.8 million for the prior YTD. Liquidity and Sources of Capital Net cash provided from operating activities was $0.9 million through the twenty-six week period ended June 29, 1996, a decrease of $1.2 million from the $2.1 million for the comparable prior year period. Increased sales volume, a reduction of overdue accounts payable assumed in connection with the Tri-Plas Acquisition, and increasing value of inventory due to rising raw material prices all contributed to increasing working capital (defined as accounts receivable, inventories, prepaid expenses, other receivables, accounts payable and accrued expenses) by $5.3 million since 1995 year end. Working capital increased $7.4 million for the same period in 1995. Capital spending of $5.9 million YTD included $2.0 million for molds and molding machines, $0.7 for printing-related equipment, and $3.2 million for building and accessory equipment. The Company currently intends to finance capital spending through cash flow from operations, existing cash balances and cash available under the Fleet revolving credit agreement. At June 29, 1996, the Company's cash balance was $4.5 million, and the Company had unused borrowing capacity under the Revolving Credit Facility's borrowing base of approximately $16 million. Capital is considered adequate to meet future obligations. Part II. Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 11.01 Computation of Pro Forma Per Share Earnings (b) Reports on Form 8-K: One report on Form 8-K was filed by the Company on July 3, 1996 . Under Item 5., Other Events, the Company reported the consummation of the Transaction and the description of the merger of BPC Mergerco, Inc. and BPC Holding Corporation. No financial statements were included in the filing. 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. BPC Holding Corporation Berry Plastics Corporation Berry Iowa Corporation Berry Tri-Plas Corporation August 13, 1996 /s/ James M. Kratochvil ----------------------- James M. Kratochvil Vice President, Chief Financial Officer and Secretary of BPC Holding Corporation and its Subsidiaries (Principal Financial Officer) Exhibit 11.01. COMPUTATION OF PRO FORMA PER SHARE EARNINGS Thirteen Weeks Twenty-six Weeks Ended Ended -------------------------------------------- June 29 July 1 June 29 July 1 1996 1995 1996 1995 -------- ---------- -------- --------- Net income (loss) $(421,727) $2,726,699 $ 218,936 $5,052,661 ========= ========== ======== ========= Primary earnings per share: Average number of common shares outstanding 567,000 567,000 567,000 567,000 Net additional common shares in respect to common stock equivalents based on the Modified Treasury Stock method 39,096 39,096 39,096 39,096 -------- ------- ------- ------- Total primary shares and equivalents 606,096 606,096 606,096 606,096 ========= ======== ======== ======== Net Income (loss) per primary share $ (0.70) $ 4.50 $ 0.36 $ 8.34 ======== ======= ====== ======= Fully-diluted earnings per share: Average number of common shares outstanding 567,000 567,000 567,000 567,000 Net additional common shares in respect to common stock equivalents based on the Modified Treasury Stock method 39,096 39,096 39,096 39,096 ------- ------- ------- ------- Total shares and equivalents 606,096 606,096 606,096 606,096 ======= ======== ======= ======== Net Income (loss) per fully-diluted share $(0.70) $ 4.50 $ 0.36 $ 8.34 ======= ======= ====== =======
EX-27 2
5 1,000 6-MOS DEC-28-1996 JUN-29-1996 4,502 0 20,361 612 15,201 40,890 99,368 45,548 148,520 26,231 215,900 0 11,061 5 (104,213) 148,520 73,872 0 52,471 65,643 489 264 7,479 428 209 219 0 0 0 219 .36 .36
-----END PRIVACY-ENHANCED MESSAGE-----