<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission file number 33-97752
VAN DE KAMP'S, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 43-1721518
-------- ----------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
1000 St. Louis Union Station
St. Louis, Missouri 63103
(Address of Principal Executive Office, Including Zip Code)
(314) 241-0303
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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. Yes No X
--- ---
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.
Shares Outstanding
December 31, 1997
Common stock, no par value 200
================================================================================
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1: FINANCIAL STATEMENTS
- ------------------------------
See pages 2 through 6.
1
<PAGE>
VAN DE KAMP'S, INC.
BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
-------------- ---------
ASSETS (unaudited) (audited)
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 403 $ 308
Accounts receivable (net of $363 and $416 allowance, respectively) 30,573 33,020
Inventories (Note 2) 48,309 33,535
Prepaid expenses 2,335 1,208
Current deferred tax asset 13,162 8,260
---------- ---------
Total current assets 94,782 76,331
Property, plant and equipment, net 87,352 86,394
Goodwill and other intangible assets, net 325,704 331,013
Other assets 15,854 15,853
---------- ---------
Total assets $ 523,692 $ 509,591
========== =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current portion of long term debt $ 15,038 $ 13,097
Senior secured revolving debt facility 21,000 5,000
Accounts payable 19,168 13,791
Accrued liabilities 22,276 24,619
---------- ---------
Total current liabilities 77,482 56,507
Deferred tax liability 13,867 10,404
Senior secured term debt 186,755 194,759
Senior subordinated notes 100,000 100,000
---------- ---------
Total liabilities 378,104 361,670
---------- ---------
Stockholder's equity:
Common stock, no par value - -
Paid in capital 144,373 144,207
Retained earnings 1,215 3,714
---------- ---------
Total stockholder's equity 145,588 147,921
---------- ---------
Total liabilities and stockholder's equity $ 523,692 $ 509,591
========== =========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
VAN DE KAMP'S, INC.
STATEMENTS OF OPERATIONS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
----------------------- ----------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $ 112,873 $ 114,893 $ 199,329 $ 193,046
Cost of goods sold 45,174 49,756 79,575 83,581
--------- --------- --------- ---------
Gross profit 67,699 65,137 119,754 109,465
Selling, distribution and marketing expenses:
Selling and distribution 11,002 13,383 19,764 22,824
Trade promotions 32,983 27,197 58,340 47,045
Consumer marketing 6,826 6,105 12,443 10,040
--------- --------- --------- ---------
Total selling, distribution and marketing 50,811 46,685 90,547 79,909
expenses
Amortization of goodwill and other intangibles 3,488 3,385 6,792 6,760
General and administrative expenses 4,441 3,409 9,377 6,081
Transition related costs (Note 3) - 503 - 1,593
--------- --------- --------- ---------
Total operating expenses 58,740 53,982 106,716 94,343
--------- --------- --------- ---------
Operating income 8,959 11,155 13,038 15,122
Interest income (10) (347) (31) (632)
Interest expense 7,966 8,608 15,839 16,603
Amortization of deferred financing expense 542 548 1,080 1,047
Other bank and financing expenses 44 106 88 132
--------- --------- --------- ---------
Profit (loss) before income taxes 417 2,240 (3,938) (2,028)
Income tax expense (benefit) 131 896 (1,439) (811)
--------- --------- --------- ---------
Net profit (loss) $ 286 $ 1,344 $ (2,499) $ (1,217)
========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
VAN DE KAMP'S, INC.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Common Additional
Stock Paid-in Retained
Shares Capital Earnings Total
-------- ---------- -------- ---------
<S> <C> <C> <C> <C>
Balance at June 30, 1997 200 $ 144,207 $ 3,714 $ 147,921
Capital contribution - 166 - 166
Net loss - - (2,499) (2,499)
-------- ----------- -------- ---------
Balance at December 31, 1997 200 $ 144,373 $ 1,215 $ 145,588
======== =========== ======== =========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
VAN DE KAMP'S, INC.
STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
December 31,
------------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (2,499) $ (1,217)
Adjustments to reconcile net loss to cash provided
by operating activities:
Depreciation and amortization 11,696 11,284
Deferred income taxes (1,439) (859)
Change in assets and liabilities, net of effects of business
acquired:
Decrease (increase) in accounts receivable 2,447 (12,859)
(Increase) in inventories (14,774) (13,629)
(Increase) in prepaid expenses (1,127) (1,162)
Increase in accounts payable 5,377 6,623
(Decrease) increase in accrued liabilities (2,343) 10,370
(Increase) in other assets (1,564) (942)
------------ ------------
Net cash used in operating activities (4,226) (2,391)
------------ ------------
Cash flows from investing activities:
Additions to property, plant and equipment (5,782) (9,101)
Payment for acquisition of business - (190,051)
------------ ------------
Net cash used in investing activities (5,782) (199,152)
------------ ------------
Cash flows from financing activities:
Proceeds from senior secured revolving and term debt 28,500 45,000
Proceeds from senior subordinated notes - 135,000
Repayment of borrowings (18,564) (16,792)
Capital contributions from Holdings 167 40,092
Debt issuance costs - (5,631)
------------ ------------
Net cash provided by financing activities 10,103 197,669
------------ ------------
Increase (decrease) in cash and cash equivalents 95 (3,874)
Cash and cash equivalents, beginning of period 308 4,040
------------ ------------
Cash and cash equivalents, end of period $ 403 $ 166
============ ============
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
Notes to the Financial Statements
(dollars in thousands)
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The interim financial statements of Van de Kamp's, Inc. (the "Company"),
included herein, have not been audited by independent accountants. The
statements include all adjustments, such as normal recurring accruals, which
management considers necessary for a fair presentation of the financial position
and operating results of the Company for the periods presented. The statements
have been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
conformity with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The operating results for
interim periods are not necessarily indicative of results to be expected for an
entire year.
For further information, reference should be made to the financial statements
for the period ended June 30, 1997 and notes thereto included in the Company's
Annual Report on Form 10-K on file at the Securities and Exchange Commission.
NOTE 2 - INVENTORIES
- --------------------
Inventories are stated at the lower of cost (determined by the first-in, first-
out method) or market. Inventories consist of the following:
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
-------------- --------------
<S> <C> <C>
Raw materials $ 20,284 $ 12,556
Packaging 3,454 3,178
Finished goods 24,571 17,801
-------------- --------------
$ 48,309 $ 33,535
============== ==============
</TABLE>
NOTE 3 - TRANSITION RELATED COSTS
- ---------------------------------
Transition related costs consist of what management believes are one-time costs
incurred to establish operations and integrate the businesses acquired,
including relocation expenses, recruiting fees, sales training, computer systems
conversion, and other one-time transitional expenses.
6
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- --------------------------------------------------------------------
AND RESULTS OF OPERATIONS
- -------------------------
Reference is made to Notes to Financial Statements and Management's Discussion
and Analysis of Financial Condition and Results of Operations presented in the
Registrant's 1997 Form 10-K for the period ended June 30, 1997.
The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the historical
financial information included in the Financial Statements and notes to the
financial statements. Unless otherwise noted, years (1997 and 1996) in this
discussion refer to the Company's December-ending quarters.
The following tables set forth, for the periods indicated, the percentage which
the items in the Statement of Operations bear to net sales. A summary of the
period to period increases (decreases) in the components of operations is shown
on the pages that follow.
7
<PAGE>
Comparative Results: Three Months Ended December 31, 1997 and December 31, 1996
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Period to
------------------------------------- Period Increase
December 31, 1997 December 31, 1996 (Decrease)
----------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Net sales $112,873 100.0% $114,893 100.0% (1.8%)
Cost of goods sold 45,174 40.0 49,756 43.3 (9.2)
-------- ----- -------- -----
Gross profit 67,699 60.0 65,137 56.7 3.9
Selling, distribution and
marketing expenses:
Selling and distribution 11,002 9.8 13,383 11.6 (17.8)
Trade promotions 32,983 29.2 27,197 23.7 21.3
Consumer marketing 6,826 6.0 6,105 5.3 11.8
-------- ----- -------- -----
Total selling, distribution and
marketing expenses 50,811 45.0 46,685 40.6 8.8
Amortization of goodwill and
other intangibles 3,488 3.1 3,385 3.0 3.0
General and administrative
expenses 4,441 3.9 3,409 3.0 30.3
Transition related costs - - 503 0.4 (100.0)
-------- ----- -------- -----
Total operating expenses 58,740 52.0 53,982 47.0 8.8
-------- ----- -------- -----
Operating income 8,959 8.0 11,155 9.7 (19.7)
Interest income (10) - (347) (0.3) 97.1
Interest expense 7,966 7.1 8,608 7.4 (7.5)
Amortization of deferred
financing expense 542 0.5 548 0.5 (1.1)
Other bank and financing expenses 44 - 106 0.1 (58.5)
-------- ----- -------- -----
Profit before income taxes 417 0.4 2,240 2.0 (81.4)
Income tax expense 131 0.1 896 0.8 (85.4)
-------- ----- -------- -----
Net profit $286 0.3% $1,344 1.2% (78.7%)
======== ===== ======== =====
</TABLE>
8
<PAGE>
RESULTS OF OPERATIONS
- ---------------------
Quarter Ended December 31, 1997 Compared to
Quarter Ended December 31, 1996
Net Sales. Net sales for the quarter decreased 1.8% versus the same quarter last
year to $112.9 million. The divestiture of the whipped topping product line in
February 1997 accounted for a $3.3 million decrease in desserts sales versus the
same quarter last year. Excluding the impact of whipped topping sales during the
quarter ended December 31, 1996, sales increased in the current quarter by $1.3
million, or 1.1%. Frozen seafood sales improved 3.2% versus the same quarter
last year due largely to the successful introduction of premium grilled products
in October 1997. Aunt Jemima(R) sales decreased by $1.3 million, or 6.3%, as
compared to a very strong quarter in 1996. The decrease was due to a change in
the timing of promotional programs and increased competitive activity within the
pancake segment of the frozen breakfast category. Celeste(R) pizza sales
increased by $1.1 million, or 5.7%, which reflects sales of a new rising crust
product introduced in September 1997 called Mama Celeste(TM) Fresh-Baked Rising
Crust Pizza. Current quarter sales of foodservice products increased 4.0%, which
includes a price increase of approximately 3.0% taken in July 1997.
Gross Profit. Gross profit increased from 56.7% as a percentage of net sales to
60.0%. The improvement was primarily created by three factors: i) lower seafood
manufacturing costs stemming from the integration of grilled seafood products
into the Erie and Chambersburg facilities, ii) favorable raw material and
packaging prices, and iii) the impact of the divestiture of the less profitable
whipped topping product line in February 1997. Startup inefficiencies related to
new product offerings partially offset the gross profit improvements mentioned
above.
Selling, Distribution, and Marketing Expenses. Selling, distribution, and
marketing expenses increased from 40.6% as a percentage of net sales in the 1996
December quarter to 45.0% in the current quarter. The increase was due to higher
trade promotion expense and consumer marketing expenses, which was mitigated by
lower selling and distribution expenses.
Selling and distribution expenses declined as a percentage of net sales due to
the favorable impact of the lower cost distribution system implemented by the
Company, which included more favorable freight rates and continued operational
efficiencies within the distribution network. Trade promotion spending increased
principally to support the introduction of new products in the Company's seafood
and pizza product lines and to respond to new product introductions by
competitors in the frozen breakfast category. New television advertising
initiatives in support of the Company's brands in the breakfast and pizza
product lines resulted in higher consumer marketing spending than last year.
Amortization of Goodwill and Other Intangibles. Amortization of goodwill and
intangibles was consistent with the same quarter in the prior year.
General and Administrative Expenses. General and administrative expenses
increased $1.0 million, to 3.9% as a percentage of net sales versus 3.0% in the
prior year. The increase represents the Company reaching full staffing levels
required to support the acquired businesses, which had not been achieved in the
December quarter last year. The current quarter also
9
<PAGE>
included the cost of a foodservice sales organization, which had been managed by
Quaker for a fee of $0.4 million and classified as a selling expense in the
prior year's quarter.
Operating Income. Operating income decreased $2.2 million, or 19.7%, to $9.0
million. The decrease was due to higher marketing expenses and general and
administrative expenses. The increase in operating expenses was partially offset
by an increase in gross profit.
Interest Expense. Interest expense decreased $0.6 million versus the same
quarter in the prior year due to scheduled repayments of the Company's senior
secured term debt.
Income Before Income Taxes. Income before income taxes decreased $1.8 million
due to the factors discussed above.
Income Tax Expense. The Company's combined effective federal and state tax rate
for the current quarter was approximately 31.4% as compared to 40.0% in the
prior year quarter. The rate was lower than the rate experienced in the same
quarter last year because of a lower effective state tax rate.
Net Profit. The Company recorded a $0.3 million profit for the quarter as
compared to a net profit of $1.3 million for the same quarter last year as a
result of the factors noted above.
10
<PAGE>
Comparative Results: Six Months Ended December 31, 1997 and December 31, 1996
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended Period to
--------------------------------------- Period Increase
December 31, 1997 December 31, 1996 (Decrease)
----------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Net sales $199,329 100.0% $193,046 100.0% 3.3%
Cost of goods sold 79,575 39.9 83,581 43.3 (4.8)
-------- ----- -------- -----
Gross profit 119,754 60.1 109,465 56.7 9.4
Selling, distribution and
marketing expenses:
Selling and distribution 19,764 9.9 22,824 11.8 (13.4)
Trade promotions 58,340 29.3 47,045 24.4 24.0
Consumer marketing 12,443 6.2 10,040 5.2 23.9
-------- ----- -------- -----
Total selling, distribution and
marketing expenses 90,547 45.4 79,909 41.4 13.3
Amortization of goodwill and
other intangibles 6,792 3.4 6,760 3.5 0.5
General and administrative
expenses 9,377 4.7 6,081 3.2 54.2
Transition related costs - - 1,593 0.8 (100.0)
-------- ----- -------- -----
Total operating expenses 106,716 53.5 94,343 48.9 13.1
-------- ----- -------- -----
Operating income 13,038 6.6 15,122 7.8 (13.8)
Interest income (31) - (632) (0.4) 95.1
Interest expense 15,839 8.0 16,603 8.6 (4.6)
Amortization of deferred
financing expense 1,080 0.5 1,047 0.5 3.2
Other bank and financing expenses 88 0.1 132 0.1 (33.3)
-------- ----- -------- -----
Loss before income taxes (3,938) (2.0) (2,028) (1.0) 94.2
Income tax benefit (1,439) (0.7) (811) (0.4) 77.4
-------- ----- -------- -----
Net loss $ (2,499) (1.3%) $ (1,217) (0.6%) 105.3%
======== ===== ======== =====
</TABLE>
11
<PAGE>
Six Months Ended December 31, 1997 Compared to
Six Months Ended December 31, 1996
Net Sales. Net sales for the period increased 3.3% versus the same period last
year to $199.3 million. The divestiture of the whipped topping product line in
February 1997 accounted for a $5.2 million decrease in desserts sales versus the
same period last year. Excluding the impact of whipped topping sales during the
period ended December 31, 1996, net sales in the current six month period
increased $11.4 million, or 6.0%. Aunt Jemima(R) sales increased by $4.7
million, or 13.1%, as a result of increased consumer marketing support and trade
promotion spending. Celeste(R) pizza sales increased by $4.8 million, or 13.9%,
due to sales of a new product offering, Mama Celeste(TM) Fresh-Baked Rising
Crust Pizza, and increased sales in the core Pizza-For-One products. Frozen
seafood sales improved by 1.0% versus the same period last year. Frozen seafood
sales increased as a result of the successful introduction of premium grilled
products, which was partially offset by lower sales of existing seafood
products. Foodservice sales increased $1.8 million, or 11.4%, versus the prior
year, due to focused selling efforts on frozen breakfast products and a price
increase of approximately 3.0% taken in July 1997.
Gross Profit. Gross profit increased from 56.7% as a percentage of net sales to
60.1%. The improvements reflect: i) cost saving initiatives implemented in the
Jackson facility, ii) lower manufacturing costs stemming from the integration of
grilled seafood products into the Erie and Chambersburg facilities, iii)
favorable raw material and packaging prices, and iv) the impact of the
divestiture of the less profitable whipped topping product line in February
1997. The plant savings were partially offset by startup inefficiencies related
to new product offerings.
Selling, Distribution, and Marketing Expenses. Selling, distribution, and
marketing expenses increased from 41.4% as a percentage of net sales in the 1996
period to 45.4% in the current six month period. The increase was due to higher
trade promotion expense and consumer marketing expenses, which was mitigated by
lower selling and distribution expenses.
Selling and distribution expenses as a percentage of net sales declined due to
more favorable freight rates and operational efficiencies within the
distribution system. Trade promotion spending increased primarily to support the
introduction of new products in the Company's seafood and pizza product lines
and to respond to new product introductions by competitors in the frozen
breakfast category. New television advertising initiatives in support of the
Company's brands in the breakfast and pizza product lines resulted in increased
consumer marketing spending compared to last year.
Amortization of Goodwill and Other Intangibles. Amortization of goodwill and
intangibles was consistent with the same period in the prior year.
General and Administrative Expenses. General and administrative expenses
increased $3.3 million, to 4.7% as a percentage of net sales versus 3.2% in the
prior year. The increase represents the Company reaching full staffing levels
required to support the acquired businesses, which had not been achieved in the
six month period last year. In addition, a brokerage fee of $0.8 million, which
was classified as a selling expense, was paid to Quaker for foodservice
management during the prior year period.
12
<PAGE>
Operating Income. Operating income decreased $2.1 million, or 13.8%, to $13.0
million. The decrease was due to higher marketing expenses and general and
administrative expenses. The increase in operating expenses was partially offset
by an increase in gross profit.
Interest Expense. Interest expense decreased $0.8 million versus the same period
in the prior year due to scheduled repayments of the Company's senior secured
term debt. The decrease in interest expense was partially offset by additional
borrowings on the senior secured revolving debt facility.
Loss Before Income Taxes. Loss before income taxes increased $1.9 million due to
the factors discussed above.
Income Tax Benefit. The Company's combined effective federal and state tax rate
for the current period was approximately 36.5%. The rate was lower than the rate
experienced in the same period last year because of a lower effective state tax
rate.
Net Loss. The Company incurred a $2.5 million loss for the period as compared
to a loss of $1.2 million for the same period last year as a result of the
factors noted above.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Total debt at December 31, 1997 was $322.8 million, an increase of $9.9 million
from June 30, 1997. The increase in debt was the result of additional net
borrowings under the revolving debt facility necessary to fund working capital
requirements, which was partially offset by scheduled principal payments on the
senior secured term debt. The debt consisted of $222.8 million of senior secured
term and revolving debt and $100.0 million of senior subordinated notes
outstanding. The senior secured term debt, of which $13.1 million will mature
during fiscal year 1998, bears interest at a spread to prime or Eurodollar base
rates. The weighted average interest rate at December 31, 1997 for the senior
secured term debt was 8.8%. The interest rate on the subordinated notes is
12.0%, with semi-annual interest payments which commenced in March 1996.
Interest is generally payable quarterly and principal payments are semi-annual.
The Company has a $25.0 million senior secured revolving debt facility, of which
$21.0 million was outstanding at December 31, 1997. The weighted average
interest rate on the revolving debt facility was 8.8% at December 31, 1997. The
available capacity under the revolving debt facility is subject to limitations
based on letters of credit.
For the six months ended December 31, 1997, cash used in operations was $4.2
million. Net loss plus non-cash charges provided $7.8 million of operating cash
flow, which was offset by a use of $12.0 million in cash to fund working capital
requirements. Current assets, excluding cash, increased $16.8 million. Inventory
levels accounted for the majority of the increase. Seafood inventory quantities
were increased to take advantage of favorable prices in raw materials and to
support anticipated volume requirements during the upcoming March 1998 quarter.
The increase in current assets was partially offset by a $5.4 million increase
in accounts payable.
Net cash used in investing activities was $5.8 million for the six months ended
December 31, 1997. Capital expenditures during the period were primarily related
to the expansion of
13
<PAGE>
production capacity for frozen breakfast products and to install the necessary
equipment to produce the Mama Celeste(TM) Fresh-Baked Rising Crust Pizza new
product offering. The Company continues to expand its computerized management
information systems technology, all of which are in compliance with the Year
2000. The Company expects to spend approximately $15.0 million on capital
expenditures in fiscal 1998. The Company anticipates that these expenditures
will be funded from internal sources and available borrowing capacity.
During the six months ended December 31, 1997, cash provided by financing
activities was $10.1 million, which was primarily from periodic draws on the
revolving debt facility of $28.5 million. Payments on borrowings during the six
month period were approximately $18.6 million which includes $6.1 million in
principal payments on senior secured term debt and $12.5 million of periodic
repayments on the revolving debt facility.
At December 31, 1997, the Company had approximately $0.4 million of cash and
cash equivalents and an unused commitment of $3.9 million on its $25.0 million
revolving debt facility, net of reduction for outstanding letters of credit.
Cash provided by operations and borrowings under the revolving debt facility are
the primary sources of liquidity. Based on current estimates of cash flows and
operating expenses, the Company believes that the available borrowing capacity
under the revolving debt facility, combined with cash provided by operations,
will continue to provide the Company with the flexibility to fund future
operations as well as to meet existing obligations.
14
<PAGE>
PART II - OTHER INFORMATION
---------------------------
ITEM 1: LEGAL PROCEEDINGS
- -------------------------
The Company is subject to litigation in the ordinary course of business. In the
opinion of management, the ultimate outcome of any existing litigation would not
have a material adverse effect on the Company's financial condition or results
of operations.
ITEM 2: CHANGES IN SECURITIES
- -----------------------------
Not applicable.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
- ---------------------------------------
Not applicable.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -----------------------------------------------------------
Not applicable.
ITEM 5: OTHER INFORMATION
- -------------------------
Not applicable.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
- ----------------------------------------
(a) Exhibits
Exhibit
Number Exhibit
- ------- -------
27.1 Financial Data Schedule for the period ended December 31, 1997
submitted to the Securities and Exchange Commission in electronic
format.
(b) Reports on Form 8-K
None.
15
<PAGE>
SIGNATURES
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.
VAN DE KAMP'S, INC.
Dated February 13, 1998 By: /s/ TIMOTHY B. ANDERSEN
---------------------------------- ------------------------------
Timothy B. Andersen
Chief Financial Officer and
Vice President, Administration
and duly authorized officer
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
balance sheets and statements of operations and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 403
<SECURITIES> 0
<RECEIVABLES> 30,936
<ALLOWANCES> (363)
<INVENTORY> 48,309
<CURRENT-ASSETS> 94,782
<PP&E> 100,464
<DEPRECIATION> (13,112)
<TOTAL-ASSETS> 523,692
<CURRENT-LIABILITIES> 77,482
<BONDS> 286,755
0
0
<COMMON> 0
<OTHER-SE> 144,373
<TOTAL-LIABILITY-AND-EQUITY> 523,692
<SALES> 199,329
<TOTAL-REVENUES> 199,329
<CGS> 79,575
<TOTAL-COSTS> 170,122
<OTHER-EXPENSES> 17,186
<LOSS-PROVISION> 120
<INTEREST-EXPENSE> 15,839
<INCOME-PRETAX> (3,938)
<INCOME-TAX> (1,439)
<INCOME-CONTINUING> (2,499)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,499)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
