SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
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
BPC HOLDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 35-1814673
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
BERRY PLASTICS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 35-1813706
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
101 Oakley Street 47710
Evansville, Indiana
(Address of principal executive offices) (Zip code)
Registrants' 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 Section13 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 issuers' classes of common
stock, as of the latest practicable date:
As of April 30, 2001, the following shares of capital stock of BPC Holding
Corporation were outstanding: 91,000 shares of Class A Voting Common Stock;
259,000 shares of Class A Nonvoting Common Stock; 144,546 shares of Class B
Voting Common Stock; 56,509 shares of Class B Nonvoting Common Stock; and 16,833
shares of Class C Nonvoting Common Stock. As of April 30, 2001 there were
outstanding 100 shares of the Common Stock, $.01 par value, of Berry Plastics
Corporation.
1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
THIS FORM 10-Q/A CONTAINS STATEMENTS THAT CONSTITUTE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND SECTION 21E OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). THOSE STATEMENTS APPEAR IN A
NUMBER OF PLACES IN THIS FORM 10-Q/A AND INCLUDE STATEMENTS REGARDING THE
INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE COMPANY. WITHOUT LIMITING THE
FOREGOING, THE WORDS "BELIEVES," "ANTICIPATES," "PLANS," "EXPECTS" AND
SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. ANY
SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND
MAY INVOLVE RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER FROM THOSE
IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. VARIOUS
ECONOMIC AND COMPETITIVE FACTORS COULD CAUSE ACTUAL RESULTS OR EVENTS TO
DIFFER MATERIALLY FROM THOSE DISCUSSED IN SUCH FORWARD-LOOKING STATEMENTS.
THE ACCOMPANYING INFORMATION CONTAINED IN THIS FORM 10-Q/A, INCLUDING,
WITHOUT LIMITATION, THE INFORMATION SET FORTH UNDER "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," IDENTIFIES
IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES, INCLUDING 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.
2
BPC HOLDING CORPORATION
BERRY PLASTICS CORPORATION
FORM 10-Q/A INDEX
FOR QUARTERLY PERIOD ENDED MARCH 31, 2001
PAGE NO.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets.................................................... 4
Consolidated Statements of Operations.......................................... 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................................. 15
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................................... 18
SIGNATURE............................................................................................ 19
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BPC Holding Corporation and Subsidiaries
Consolidated Balance Sheets
(In Thousands of Dollars)
MARCH 31, DECEMBER 30,
2001 2000
------------- --------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 3,357 $ 2,054
Accounts receivable (less allowance for doubtful accounts of $1,898
at March 31, 2001 and $1,724 at December 30, 2000) 62,341 48,397
Inventories:
Finished goods 34,114 38,157
Raw materials and supplies 13,621 10,822
------------- --------------
47,735 48,979
Prepaid expenses and other receivables 7,615 5,272
------------- --------------
Total current assets 121,048 104,702
Property and equipment:
Land 8,876 8,894
Buildings and improvements 60,751 60,572
Machinery, equipment and tooling 204,523 203,569
Construction in progress 21,919 16,901
------------- --------------
296,069 289,936
Less accumulated depreciation 118,731 110,132
------------- --------------
177,338 179,804
Intangible assets:
Deferred financing and origination fees, net 9,621 10,422
Covenants not to compete, net 2,666 3,388
Excess of cost over net assets acquired, net 111,187 114,680
------------- --------------
123,474 128,490
Other 289 126
------------- --------------
Total assets $422,149 $413,122
============= ==============
4
BPC Holding Corporation and Subsidiaries
Consolidated Balance Sheets (continued)
(In Thousands of Dollars)
MARCH 31, DECEMBER 30,
2001 2000
------------- --------------
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 27,515 $ 26,779
Accrued expenses and other liabilities 10,857 10,430
Accrued interest 13,689 9,006
Employee compensation and payroll taxes 15,944 14,785
Current portion of long-term debt 23,152 23,232
------------- --------------
Total current liabilities 91,157 84,232
Long-term debt, less current portion 448,029 445,574
Accrued dividends on preferred stock 19,772 17,656
Deferred income taxes 440 491
Other liabilities 2,645 3,166
------------- --------------
562,043 551,119
Stockholders' equity (deficit):
Series A Preferred Stock; 600,000 shares authorized, issued and outstanding
(net of discount of $2,112 at March 31, 2001 and $2,185 at December 30,
2000) 12,459 12,386
Series A-1 Preferred Stock; 1,400,000 shares authorized; 1,000,000 shares
issued and outstanding (net of discount of $5,217 at March 31, 2001 and
$5,400 at December 30, 2000) 19,783 19,600
Series B Preferred Stock; 200,000 shares authorized, issued and
outstanding 5,000 5,000
Class A Common Stock; $.01 par value:
Voting; 500,000 shares authorized; 91,000 shares issued and
outstanding 1 1
Nonvoting; 500,000 shares authorized; 259,000 shares issued and
outstanding 3 3
Class B Common Stock; $.01 par value:
Voting; 500,000 shares authorized; 145,058 shares issued and 144,546
shares outstanding 1 1
Nonvoting; 500,000 shares authorized; 58,612 shares issued and
56,509 shares outstanding 1 1
Class C Common Stock; $.01 par value:
Nonvoting; 500,000 shares authorized; 17,000 shares issued and
16,833 shares outstanding - -
Treasury stock: 512 shares Class B Voting Common Stock; 2,103 shares Class B
Nonvoting Common Stock; and 167 shares Class C Nonvoting Common Stock (405) (405)
Additional paid-in capital 32,819 35,041
Warrants 9,386 9,386
Retained earnings (deficit) (217,145) (218,168)
Accumulated other comprehensive loss (1,797) (843)
------------- --------------
Total stockholders' equity (deficit) (139,894) (137,997)
------------- --------------
Total liabilities and stockholders' equity (deficit) $ 422,149 $ 413,122
============= ==============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
BPC Holding Corporation and Subsidiaries
Consolidated Statements of Operations
(In Thousands of Dollars)
THIRTEEN WEEKS ENDED
-----------------------
MARCH 31, APRIL 1,
2001 2000
-------- --------
(UNAUDITED)
Net sales $116,016 $ 97,184
Cost of goods sold 83,927 75,189
-------- --------
Gross profit 32,089 21,995
Operating expenses:
Selling 5,742 5,170
General and administrative 7,242 6,329
Research and development 401 726
Amortization of intangibles 2,751 2,222
Other expenses 1,383 1,781
-------- --------
Operating income 14,570 5,767
Other expenses (income):
Loss (gain) on disposal of property and equipment (28) 528
-------- --------
Income before interest and taxes 14,598 5,239
Interest:
Expense (13,550) (11,551)
Income 56 12
-------- --------
Income (loss) before income taxes 1,104 (6,300)
Income taxes 82 16
Net income (loss) 1,022 (6,316)
Preferred stock dividends (2,116) (1,034)
Amortization of preferred stock discount (256) (73)
-------- --------
Net loss attributable to common shareholders $ (1,350) $ (7,423)
======== ========
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 31, APRIL 1,
2001 2000
-------- --------
(UNAUDITED)
OPERATING ACTIVITIES
Net income (loss) $ 1,022 $ (6,316)
Adjustments to reconcile net loss to net cash provided by (used for)
operating activities:
Depreciation 8,665 6,806
Non-cash interest expense 4,953 4,008
Amortization 2,751 2,222
Non-cash compensation expense 150 100
Loss (gain) on sale of property and equipment (28) 528
Changes in operating assets and liabilities:
Accounts receivable, net (14,361) (11,729)
Inventories 1,109 2,193
Prepaid expenses and other receivables (2,407) (2,987)
Other assets (163) (150)
Payables and accrued expenses 963 4,768
-------- --------
Net cash provided by (used for) operating activities 2,654 (557)
INVESTING ACTIVITIES
Additions to property and equipment (5,893) (7,276)
Proceeds from disposal of property and equipment 28 30
-------- --------
Net cash used for investing activities (5,865) (7,246)
FINANCING ACTIVITIES
Proceeds from long-term borrowings 9,797 16,290
Payments on long-term borrowings (5,774) (8,327)
-------- --------
Net cash provided by financing activities 4,023 7,963
Effect of exchange rate changes on cash 491 1
-------- --------
Net increase in cash and cash equivalents 1,303 161
Cash and cash equivalents at beginning of period 2,054 2,546
-------- --------
Cash and cash equivalents at end of period $ 3,357 $ 2,707
======== ========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
7
BPC Holding Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands of dollars, except as otherwise noted)
(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: Berry Iowa Corporation, Berry
Tri-Plas Corporation, Berry Sterling Corporation, AeroCon, Inc., PackerWare
Corporation, Berry Plastics Design Corporation, Venture Packaging, Inc. and its
subsidiaries Venture Packaging Midwest, Inc. and Berry Plastics Technical
Services, Inc., NIM Holdings Limited and its subsidiary Berry Plastics U.K.
Limited and its subsidiary Norwich Acquisition Limited, Knight Plastics, Inc.,
CPI Holding Corporation and its subsidiary Cardinal Packaging, Inc., Berry
Plastics Acquisition Corporation II, Poly-Seal Corporation, Berry Plastics
Acquisition Corporation III, and CBP Holdings S.r.l. and its subsidiaries Capsol
Berry Plastics S.p.a. and Oceisse S.r.l. For further information, refer to the
consolidated financial statements and footnotes thereto included in Holding's
and Berry's Form 10-K filed with the Securities and Exchange Commission for the
year ended December 30, 2000.
Certain amounts on the 2000 financial statements have been reclassified to
conform with the 2001 presentation.
2. ACQUISITIONS
On May 9, 2000, Berry acquired all of the outstanding capital stock of Poly-Seal
Corporation ("Poly-Seal") for aggregate consideration of approximately $58.0
million. The purchase was financed through the issuance by Holding of $25.0
million of 14% preferred stock and warrants and additional borrowings under the
senior credit facility. The operations of Poly-Seal are included in Berry's
operations since the acquisition date using the purchase method of accounting.
The fair value of the net assets acquired was based on preliminary estimates and
may be revised at a later date.
8
On October 4, 2000, Berry, through its newly-formed, wholly owned Italian
subsidiary CBP Holdings S.r.l. ("Capsol"), acquired all of the outstanding
capital stock of Capsol S.p.a., headquartered in Cornate d'Adda, near Milan,
Italy and the whole quota capital of a related company, Ociesse S.r.l., for
aggregate consideration of approximately $14.0 million. The purchase was
financed through borrowings under the senior credit facility. The operations of
Capsol are included in Berry's operations since the acquisition date using the
purchase method of accounting. The fair value of the net assets acquired was
based on preliminary estimates and may be revised at a later date.
The pro forma results listed below are unaudited and reflect purchase accounting
adjustments assuming the Poly-Seal and Capsol acquisitions occurred on January
2, 2000.
THIRTEEN WEEKS ENDED
APRIL 1, 2000
--------------------
Pro forma net sales $112,397
Pro forma net loss (6,674)
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 effects.
3. LONG-TERM DEBT
Long-term debt consists of the following:
MARCH 31, DECEMBER 30,
2001 2000
---------- -------------
Holding 12.50% Senior Secured Notes $127,282 $127,282
Berry 12.25% Senior Subordinated Notes 125,000 125,000
Berry 11% Senior Subordinated Notes 75,000 75,000
Term loans 69,768 75,607
Revolving lines of credit 44,274 35,447
Second Lien Senior Facility 25,000 25,000
Nevada Industrial Revenue Bonds 3,500 3,500
Capital leases 859 1,435
Debt premium, net 498 535
---------- -------------
471,181 468,806
Less current portion of long-term debt 23,152 23,232
---------- -------------
$448,029 $445,574
========== =============
The current portion of long-term debt consists of $22.7 million of monthly
installments on the term loans, and $0.5 million in repayments of the industrial
bonds and the monthly principal payments related to capital lease obligations.
9
The Company has a financing and security agreement (the "Financing Agreement")
with a syndicate of lenders led by Bank of America for a senior secured credit
facility (the "Credit Facility"). As of March 31, 2001, the Credit Facility
provides the Company with (i) a $70.0 million revolving line of credit ("US
Revolver"), subject to a borrowing base formula, (ii) a $2.1 million (using the
March 31, 2001 exchange rate) revolving line of credit denominated in British
Sterling in the U.K. ("UK Revolver"), subject to a separate borrowing base
formula, (iii) a $66.8 million term loan facility, (iv) a $3.0 million (using
the March 31, 2001 exchange rate) term loan facility denominated in British
Sterling in the U.K. ("UK Term Loan") and (v) a $3.7 million standby letter of
credit facility to support the Company's and its subsidiaries' obligations under
the Nevada Bonds. CBP Holdings S.r.l. has a revolving credit facility (the
"Italy Revolver") from Bank of America for $11.9 million (using the March 31,
2001 exchange rate) denominated in Euros. Bank of America also extends working
capital financing (the "Italy Working Capital Line") of up to $1.5 million
(using the March 31, 2001 exchange rate) denominated in Euros. The full amount
available under the Italy Revolver and the Italy Working Capital Line are
applied to reduce amounts available under the US Revolver, as does the
outstanding balance under the UK Revolver. At March 31, 2001, the Company had
unused borrowing capacity under the Credit Facility's revolving line of credit
of approximately $26.1 million. The indebtedness under the Credit Facility is
guaranteed by Holding and all of its subsidiaries (other than its subsidiaries
in the United Kingdom and Italy). The obligations of the Company and the
subsidiaries under the Credit Facility and the guarantees thereof are secured by
substantially all of the assets of such entities.
10
NOTE 4. CONDENSED CONSOLIDATING FINANCIAL INFORMATION (IN THOUSANDS)
Holding conducts its business through its wholly owned subsidiary, Berry.
Holding and all of Berry's subsidiaries fully, jointly, severally, and
unconditionally guarantee on a senior subordinated basis the $100.0 million
aggregate principal amount of 12.25% Berry Plastics Corporation Senior
Subordinated Notes due 2004 issued on April 21, 1994 (the "1994 Notes"), the
$25.0 million aggregate principal amount of 12.25% Berry Plastics Corporation
Series B Senior Subordinated Notes due 2004 issued on August 24, 1998 (the "1998
Notes"), and the $75.0 million aggregate principal amount of 11% Berry Plastics
Corporation Senior Subordinated Notes due 2007 issued on July 6, 1999 (the "1999
Notes"). There are no nonguarantor subsidiaries with respect to the notes issued
by Berry. Holding's 12.50% Series B Senior Secured Notes due 2006 (the "1996
Notes") are not guaranteed by Berry or any of Berry's wholly owned subsidiaries.
The Indenture dated as of April 21, 1994 (the "1994 Indenture"), the Indenture
dated August 24, 1998 (the "1998 Indenture") and the Indenture dated July 6,
1999 (the "1999 Indenture") restrict, and the Credit Facility prohibits, Berry's
ability to pay any dividend or make any distribution of funds to Holding to
satisfy interest and other obligations on Holding's 1996 Notes. Berry and all of
Berry's subsidiaries are 100% owned by Holding. Separate narrative information
or financial statements of guarantor subsidiaries have not been included as
management believes they would not be material to investors. Presented below is
condensed consolidating financial information for Holding, Berry, and its
subsidiaries at March 31, 2001 and December 30, 2000 and for the thirteen weeks
ended March 31, 2001 and April 1, 2000. The equity method has been used with
respect to investments in subsidiaries.
MARCH 31, 2001
---------------------------------------------------------------
BERRY
BPC HOLDING PLASTICS COMBINED
CORPORATION CORPORATION GUARANTOR CONSOLIDATING
(PARENT) (ISSUER) SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
-------- -------- ------------ ----------- ------------
CONSOLIDATING BALANCE SHEETS
Current assets $ 186 $ 38,044 $ 82,818 $ - $ 121,048
Net property and equipment - 58,626 118,712 - 177,338
Other noncurrent assets 11,851 269,935 109,540 (267,563) 123,763
--------- -------- -------- --------- ---------
Total assets $ 12,037 $366,605 $311,070 $(267,563) $ 422,149
========= ======== ======== ========= =========
Current liabilities $ 4,877 $ 53,620 $ 32,660 $ - $ 91,157
Noncurrent liabilities 147,054 303,700 324,280 (304,148) 470,886
Equity (deficit) (139,894) 9,285 (45,870) 36,585 (139,894)
--------- -------- -------- --------- ---------
Total liabilities and
equity (deficit) $ 12,037 $366,605 $311,070 $(267,563) $422,149
========= ======== ======== ========= =========
DECEMBER 30, 2000
---------------------------------------------------------------
BERRY
BPC HOLDING PLASTICS COMBINED
CORPORATION CORPORATION GUARANTOR CONSOLIDATING
(PARENT) (ISSUER) SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
-------- -------- ------------ ----------- ------------
CONSOLIDATING BALANCE SHEETS
Current assets $ 220 $ 32,290 $ 72,192 $ - $ 104,702
Net property and equipment - 55,221 124,583 - 179,804
Other noncurrent assets 8,226 267,840 113,455 (260,905) 128,616
--------- -------- -------- --------- ---------
Total assets $ 8,446 $355,351 $310,230 $(260,905) $ 413,122
========= ======== ======== ========= =========
Current liabilities $ 661 $ 50,968 $ 32,603 $ - $ 84,232
Noncurrent liabilities 144,938 299,694 312,691 (290,436) 466,887
Equity (deficit) (137,153) 4,689 (35,064) 29,531 (137,997)
--------- -------- -------- --------- ---------
Total liabilities and
equity (deficit) $ 8,446 $355,351 $310,230 $(260,905) $ 413,122
========= ======== ======== ========= =========
11
THIRTEEN WEEKS ENDED
---------------------------------------------------------------
MARCH 31, 2001
---------------------------------------------------------------
BPC BERRY
HOLDING PLASTICS COMBINED
CORPORATION CORPORATION GUARANTOR CONSOLIDATING
(PARENT) (ISSUER) SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
-------- -------- ------------ ----------- ------------
CONSOLIDATING STATEMENTS OF OPERATIONS
Net sales $ - $ 39,808 $ 76,208 $ - $ 116,016
Cost of goods sold - 26,198 57,729 - 83,927
--------- -------- -------- --------- ---------
Gross profit - 13,610 18,479 - 32,089
Operating expenses 179 6,173 11,167 - 17,519
--------- -------- -------- --------- ---------
Operating income (loss) (179) 7,437 7,312 - 14,570
Other expenses (income) - (28) - - (28)
Interest expense 4,338 2,452 6,704 - 13,494
Income taxes 7 5 70 - 82
Equity in net (income) loss from
subsidiary (5,546) (538) - 6,084 -
--------- -------- -------- --------- ---------
Net income (loss) $ 1,022 $ 5,546 $ 538 $ (6,084) $ 1,022
========= ======== ======== ========= =========
CONSOLIDATING STATEMENTS OF CASH FLOWS
Net income (loss) $ 1,022 $ 5,546 $ 538 $ (6,084) $ 1,022
Non-cash expenses 4,491 3,371 8,629 - 16,491
Equity in net (income) loss from
subsidiary (5,546) (538) - 6,084 -
Changes in working capital 12 (2,793) (12,078) - (14,859)
--------- -------- -------- --------- ---------
Net cash provided by (used for)
operating activities (21) 5,586 (2,911) - 2,654
Net cash used for investing
activities - (4,786) (1,079) - (5,865)
Net cash provided by (used for)
financing activities (13) 724 3,312 - 4,023
Effect on exchange rate changes on
cash - - 491 - 491
--------- -------- -------- --------- ---------
Net increase (decrease) in cash and
cash equivalents (34) 1,524 (187) - 1,303
Cash and cash equivalents at
beginning of period 220 642 1,192 - 2,054
--------- -------- -------- --------- ---------
Cash and cash equivalents at end of
period $ 186 $ 2,166 $ 1,005 $ - $ 3,357
========= ======== ======== ========= =========
THIRTEEN WEEKS ENDED
---------------------------------------------------------------
APRIL 1, 2000
---------------------------------------------------------------
BPC BERRY
HOLDING PLASTICS COMBINED
CORPORATION CORPORATION GUARANTOR CONSOLIDATING
(PARENT) (ISSUER) SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
-------- -------- ------------ ----------- ------------
CONSOLIDATING STATEMENTS OF OPERATIONS
Net sales $ - $40,469 $ 56,715 $ - $ 97,184
Cost of goods sold - 27,634 47,555 - 75,189
--------- -------- -------- --------- ---------
Gross profit - 12,835 9,160 - 21,995
Operating expenses 155 6,634 9,439 - 16,228
--------- -------- -------- --------- ---------
Operating income (loss) (155) 6,201 (279) - 5,767
Other expenses (income) - 246 282 - 528
Interest expense 3,593 3,738 4,208 - 11,539
Income taxes 4 10 2 - 16
Equity in net (income) loss from
subsidiary 2,564 4,771 - (7,335) -
--------- -------- -------- --------- ---------
Net income (loss) $ (6,316) $ (2,564) $ (4,771) $ 7,335 $ (6,316)
========= ======== ======== ========= =========
CONSOLIDATING STATEMENTS OF CASH FLOWS
Net income (loss) $ (6,316) $ (2,564) $ (4,771) $ 7,335 $ (6,316)
Non-cash expenses 3,603 3,047 7,014 - 13,664
Equity in net (income) loss from
subsidiary 2,564 4,771 - (7,335) -
Changes in working capital 146 463 (8,514) - (7,905)
--------- -------- -------- --------- ---------
Net cash provided by (used for)
operating activities (3) 5,717 (6,271) - (557)
Net cash used for investing
activities - (1,340) (5,906) - (7,246)
Net cash provided by (used for)
financing activities - (3,775) 11,738 - 7,963
Effect on exchange rate changes on
cash - - 1 - 1
--------- -------- -------- --------- ---------
Net increase (decrease) in cash and
cash equivalents (3) 602 (438) - 161
Cash and cash equivalents at
beginning of period 703 386 1,457 - 2,546
--------- -------- -------- --------- ---------
Cash and cash equivalents at end of
period $ 700 $ 988 $ 1,019 $ - $ 2,707
========= ======== ======== ========= =========
12
5. OPERATING SEGMENTS
The Company has three reportable segments: containers, overcaps and closures,
and drink cups and housewares products. The Company evaluates performance and
allocates resources based on operating income before depreciation and
amortization of intangibles adjusted to exclude (i) stock option accounting,
(ii) other non-recurring or "one-time" expenses and (iii) management fees and
reimbursed expenses paid to First Atlantic ("Adjusted EBITDA"). The accounting
policies of the reportable segments are the same as those described in the
summary of significant accounting policies.
THIRTEEN WEEKS ENDED
------------------------------------
MARCH 31, APRIL 1,
2001 2000
------------- ------------
Net sales:
Containers $ 56,402 $ 55,432
Overcaps and closures 35,082 21,324
Drink cups and housewares 24,532 20,428
Adjusted EBITDA:
Containers 15,295 9,843
Overcaps and closures 7,689 4,151
Drink cups and housewares 4,779 2,961
Total assets:
Containers 208,879 214,094
Overcaps and closures 158,891 77,941
Drink cups and housewares 54,379 58,681
Reconciliation of Adjusted EBITDA to income
(loss) before income taxes:
Adjusted EBITDA for reportable segments $ 27,763 $ 16,955
Net interest expense (13,494) (11,539)
Depreciation (8,665) (6,806)
Amortization (2,751) (2,222)
Gain (loss) on disposal of property and equipment 28 (528)
One-time expenses (1,415) (1,838)
Stock option accounting (150) (104)
Management fees (212) (218)
------------- ------------
Income (loss) before income taxes $ 1,104 $ (6,300)
============= ============
One-time expenses represent non-recurring expenses that relate to recently
acquired businesses and plant consolidations.
6. COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) was $68 and ($6.4 million) for the thirteen weeks
ended March 31, 2001 and April 1, 2000, respectively.
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7. SUBSEQUENT EVENT
On May 14, 2001, Berry acquired all of the outstanding capital stock of Pescor
Plastics, Inc. for aggregate consideration of approximately $22.0 million
plus an additional $3.0 million if certain financial targets are met. The
purchase was financed through the issuance by Holding of $10.0 million of 14%
preferred stock and additional borrowings under the Credit Facility. In
conjunction with the acquisition, the Credit Facility and the $25 million second
lien senior credit facility due to General Electric Capital Corporation (the
"Second Lien Senior Facility") were amended to extend the maturity date of each
to January 21, 2004.
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Item 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Unless the context discloses otherwise, the "Company" as used in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations shall include Holding and its subsidiaries on a consolidated basis.
The following discussion should be read in conjunction with the consolidated
financial statements of Holding and its subsidiaries and the accompanying notes
thereto, which information is included elsewhere herein.
The Company is highly leveraged. The high degree of leverage could have
important consequences, including, but not limited to, the following: (i) a
substantial portion of Berry's cash flow from operations must be dedicated to
the payment of principal and interest on its indebtedness, thereby reducing the
funds available to Berry for other purposes; (ii) Berry's ability to obtain
additional debt financing in the future for working capital, capital
expenditures, acquisitions, general corporate purposes or other purposes may be
impaired; (iii) certain of Berry's borrowings will be at variable rates of
interest, which will expose Berry to the risk of higher interest rates; (iv) the
indebtedness outstanding under the senior credit facility is secured by
substantially all of the assets of Berry; (v) Berry is substantially more
leveraged than certain of its competitors, which may place Berry at a
competitive disadvantage, particularly in light of its acquisition strategy; and
(vi) Berry's degree of leverage may hinder its ability to adjust rapidly to
changing market conditions and could make it more vulnerable in the event of a
downturn in general economic conditions or its business.
RESULTS OF OPERATIONS
13 WEEKS ENDED MARCH 31, 2001 (THE "QUARTER")
COMPARED TO 13 WEEKS ENDED APRIL 1, 2000 (THE "PRIOR QUARTER")
NET SALES. Net sales increased $18.8 million, or 19%, to $116.0 million for the
Quarter from $97.2 million for the Prior Quarter with an approximate 2% increase
in net selling price. Container net sales increased $1.0 million from the Prior
Quarter due primarily to increased selling prices. Overcap and closure net sales
increased $13.8 million with the Poly-Seal and Capsol acquisitions contributing
$15.0 million of net sales in the Quarter, partially offset by a general slow
down in the market. Drink cup and housewares sales for the Quarter were $4.1
million more than the Prior Quarter primarily due to strong demand in the retail
market.
GROSS PROFIT. Gross profit increased by $10.1 million to $32.1 million (28% of
net sales) for the Quarter from $22.0 million (23% of net sales) for the Prior
Quarter. This increase of 46% includes the combined impact of the added
Poly-Seal and Capsol sales volume, effect of net selling price and raw material
cost, acquisition integration and productivity improvement initiatives. The 2%
increase in net selling price was primarily the result of partially recovering
raw material cost increases incurred in 2000. In addition, the Company has
continued to consolidate products and business of recent acquisitions to the
most efficient tooling, providing customers with improved products and customer
service. As part of the integration, the Company closed its York, Pennsylvania
facility and removed remaining production from its Minneapolis, Minnesota
facility (acquired in the Cardinal Acquisition) in the fourth quarter of 2000.
The business from these locations are distributed throughout Berry's facilities.
Also, significant productivity improvements were made during the year, including
the addition of state-of-the-art injection molding equipment, molds and printing
equipment
15
at several of the Company's facilities. Additional significant cost reductions
have been achieved through the Company's realignment in the third quarter of
2000 from a functional based organization to a divisional structure. This
realignment has enabled the Company to reduce personnel costs and improve
employee productivity.
OPERATING EXPENSES. Selling expenses increased by $0.5 million to $5.7 million
for the Quarter from $5.2 million for the Prior Quarter principally as a result
of the Poly-Seal and Capsol acquisitions, partially offset by savings from the
organizational realignment in the third quarter of 2000. General and
administrative expenses increased from $6.3 million for the Prior Quarter to
$7.2 million for the Quarter. This increase of $0.9 million is primarily
attributable to the Poly-Seal and Capsol acquisitions partially offset by
savings from the organizational realignment in the third quarter of 2000. During
the Quarter, one-time transition expenses were $0.7 million related to
acquisitions and $0.7 million related to the shutdown and reorganization of
facilities. In the Prior Quarter, one-time transition expenses related to
acquisitions were $0.3 million and $1.5 million related to the shutdown and
reorganization of facilities.
INTEREST EXPENSE, NET. Net interest expense increased $2.0 million to $13.5
million for the Quarter compared to $11.5 million for the Prior Quarter
primarily due to borrowings under the senior credit facility to support the
Poly-Seal and Capsol acquisitions.
INCOME TAX. For the Quarter, the Company recorded income tax expense of $82,000
compared to income tax expense of $16,000 for the Prior Quarter. The Company
continues to operate in a net operating loss carryforward position for federal
income tax purposes.
NET INCOME (LOSS). The Company recorded a net income of $1.0 million for the
Quarter compared to a net loss of $6.3 million for the Prior Quarter for the
reasons discussed above.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $2.7 million for the Quarter
compared to the Prior Quarter in which operating activities used net cash of
$0.6 million. The increase is primarily the result of improved operating
performance with net income before depreciation and amortization increasing $9.7
million from the Prior Quarter.
Capital spending of $5.9 million for the Quarter represents a decrease of $1.4
million from the Prior Quarter. The Quarter's capital spending included $0.9
million for buildings and systems, $1.8 million for molds, $2.4 million for
molding and printing machines, and $0.8 million for accessory equipment and
systems.
Net cash provided by financing activities was $4.0 million for the Quarter
compared to $8.0 million for the Prior Quarter. The decrease of $4.0 million can
be attributed to decreased borrowings under the Credit Facility's revolving line
of credit as net cash provided by operating activities has increased $3.3
million from the Prior Quarter.
On May 14, 2001, in connection with the acquisition described in Note 7 to the
consolidated financial statements appearing elsewhere in this report, the
Company entered into an amendment of each of the Credit Facility and the Second
Lien Senior Facility. Under the amendment to the Credit Facility, the
commitments under the Revolving Credit Facility were increased from $70.0
million to
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$80.0 million and an additional term loan facility was created for borrowings
up to $2.0 million. The amendments to both agreements modified certain
financial covenants and a negative covenant relating to investments in the
Company's foreign subsidiaries. In addition, the amendments extended the
maturity date of both the Credit Facility and the Senior Lien Senior Facility
to January 21, 2004. The Company paid fees of approximately $0.8 million in
connection with the acquisition financing, extension of the maturity date, and
the covenant amendments.
Increased working capital needs occur whenever the Company experiences strong
incremental demand or a significant rise in the cost of raw material,
particularly plastic resin. The Company anticipates that its cash interest,
working capital and capital expenditure requirements for 2001 will be satisfied
through a combination of funds generated from operating activities and cash on
hand, together with funds available under the Credit Facility. Management bases
such belief on historical experience and the substantial funds available under
the Credit Facility. However, the Company cannot predict its future results of
operations. At March 31, 2001, the Company's cash balance was $3.4 million, and
Berry had unused borrowing capacity under the Credit Facility's borrowing base
of approximately $26.1 million.
The 1994 Indenture, 1998 Indenture, and 1999 Indenture restrict, and the Credit
Facility prohibits, Berry's ability to pay any dividend or make any distribution
of funds to Holding to satisfy interest and other obligations on the 1996 Notes.
Interest on the 1996 Notes is payable semi-annually on June 15 and December 15
of each year. However, from December 15, 1999 until June 15, 2001, Holding may,
at its option, pay interest, at an increased rate of 0.75% per annum, in
additional 1996 Notes valued at 100% of the principal amount thereof. Holding
has issued an additional approximately $22.3 million aggregate principal amount
of 1996 Notes in satisfaction of its interest obligation. Holding's ability to
pay principal and interest in cash on the 1996 Notes and Berry's ability to pay
principal and interest on the 1994 Notes, 1998 Notes, and 1999 Notes will depend
on Berry's financial and operating performance, which in turn are subject to
prevailing economic conditions and to certain financial, business and other
factors beyond its control. Based on historical operating results, management
believes that sufficient monies are available from Berry under a tax sharing
agreement to enable Holding to make the December 2001 cash interest payment on
the 1996 Notes, which payment is subject to there being no default or event of
default at the time under the Credit Facility. However, if Berry cannot generate
sufficient cash flow from operations to meet its obligations, then the Company
may be forced to take actions such as reducing or delaying capital expenditures,
selling assets, restructuring or refinancing its indebtedness, or seeking
additional equity capital. There is no assurance that any of these actions could
be effected on satisfactory terms, if at all.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K:
None
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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
May 15, 2001
By: /s/ James M. Kratochvil
-------------------------------------
James M. Kratochvil
Executive Vice President, Chief Financial
Officer, Treasurer and Secretary of the
entities listed above (Principal Financial
and Accounting Officer)
19