<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 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 0-27818
DOANE PRODUCTS COMPANY
State of Incorporation--Delaware IRS Employer Identification No. 43-1350515
West 20th and Stateline Road, Joplin, MO 64804
Registrant's telephone number: 417-624-6166
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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
--------- ---------
Common Stock outstanding March 31, 1996 - 1,000 shares
-------
<PAGE> 2
DOANE PRODUCTS COMPANY
INDEX
<TABLE>
<CAPTION>
Page
------
<S> <C>
PART I - Financial Information
Item 1:
Consolidated Balance Sheets - March 31, 1996 and December 31, 1995 2
Consolidated Statements of Operations - three months ended March 31, 1996 and March 31, 1995 3
Consolidated Statements of Cash Flows - three months ended March 31, 1996 and March 31, 1995 4
Notes to Consolidated Financial Statements 5-7
Item 2:
Management's Discussion and Analysis of Financial Condition and Results of Operations 8-10
PART II - Other Information
Item 1:
Legal Proceedings 11
Item 6:
Exhibits and Reports on Form 8-K 12
Signature 13
</TABLE>
<PAGE> 3
DOANE PRODUCTS COMPANY
BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1996 1995
--------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 952 $ 1,550
Accounts receivable 46,737 46,558
Inventories 26,446 27,595
Prepaid expenses and other 1,854 2,298
--------- ---------
Total current assets 75,989 78,001
Investments - cash value of life insurance 1,478 1,470
Property, net of accumulated depreciation of $3,124 as of
March 31, 1996, and $1,557 as of December 31, 1995 92,632 91,832
Goodwill, net of amortization 128,299 129,105
Other assets 9,390 9,176
--------- ---------
$ 307,788 $ 309,584
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt $ 7,276 $ 5,505
Accounts payable 15,997 18,883
Accrued expenses
Salaries and commissions 2,240 2,944
Other 4,234 11,775
--------- ---------
Total current liabilities 29,747 39,107
Deferred compensation 4,851 4,846
Long-term debt 212,462 204,233
Deferred income taxes 2,404 1,103
Deferred credit 1,449 1,770
Senior exchangeable preferred stock 19,752 18,414
Stockholder's equity:
Common stock, Par value $.01;
authorized and issued 1,000 shares - -
Additional paid in capital 40,425 40,425
Retained earnings (3,302) (314)
--------- ---------
37,123 40,111
--------- ---------
$ 307,788 $ 309,584
========= =========
</TABLE>
See accompanying notes to financial statements.
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<PAGE> 4
DOANE PRODUCTS COMPANY
STATEMENTS OF OPERATIONS
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTH | THREE MONTH
PERIOD ENDED | PERIOD ENDED
MARCH 31, 1996 | MARCH 31, 1995
(SUCCESSOR) | (PREDECESSOR)
-------------- | --------------
<S> <C> | <C>
Net sales $ 118,404 | $ 103,638
Cost of goods sold 102,976 | 86,900
--------- | ---------
Gross profit 15,428 | 16,738
|
Operating expenses: |
Selling 3,321 | 3,131
General and administrative 4,123 | 2,745
--------- | ---------
Total operating expenses 7,444 | 5,876
--------- | ---------
|
Income from operations 7,984 | 10,862
|
Other income (expense): |
Interest income 82 | 41
Interest expense (5,879) | (1,472)
Non-recurring financing fees (4,815) | -
Miscellaneous (1) | (30)
--------- | ---------
Total other income (expense) (10,613) | (1,461)
--------- | ---------
|
Income (loss) before income taxes (2,629) | 9,401
Provision for income taxes (979) | 98
--------- | ---------
Net income (loss) $ (1,650) | $ 9,303
========= | =========
|
Net income (loss) $ (1,650) | $ 9,303
Accretion of preferred stock 269 | -
Preferred stock dividend 1,069 | -
--------- |
Net loss applicable to common stock $ (2,988) | -
========= |
Net loss per common share available |
to common stockholder $ (2,988) | -
========= |
Weighted average shares outstanding 1,000 | -
========= |
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE> 5
DOANE PRODUCTS COMPANY
STATEMENTS OF CASH FLOWS
(dollars in thousands)
<TABLE>
<CAPTION>
THREE MONTH | THREE MONTH
PERIOD ENDED | PERIOD ENDED
MARCH 31, 1996 | MARCH 31, 1995
SUCCESSOR | PREDECESSOR
-------------- | --------------
<S> <C> | <C>
Cash flows from operating activities: |
Net income $ (1,650) | $ 9,303
|
Items not requiring (providing) cash: |
Depreciation and amortization 2,420 | 1,196
Non-recurring financing fees expensed 4,815 | -
Amortization of deferred debt issuance costs 146 | -
Accrued deferred compensation 5 | (1,815)
(Gain) loss on sale property and equipment 7 | 37
Deferred income taxes 1,302 |
Change in deferred credit (321) | -
Changes in working capital components (9,485) | 2,611
--------- | ---------
Net cash provided (used) by operating activities $ (2,761) | $ 11,332
--------- | ---------
|
Cash flows from investing activities: |
Proceeds from sale of property and equipment 19 |
Purchase of property and equipment (2,408) | (1,875)
Increase in debt issuance costs (5,403) | -
(Increase) decrease in other assets (45) | 60
--------- | ---------
Net cash used in investing activities (7,837) | (1,815)
--------- | ---------
|
Cash flows from financing activities: |
Proceeds from issuance of long-term debt 170,000 | 2,250
Principal payments on long-term debt (160,000) | (7,219)
Cash dividends - | (4,822)
--------- | ---------
Net cash provided (used) in financing activities 10,000 | (9,791)
--------- | ---------
|
Decrease in cash and cash equivalents (598) | (274)
Cash and cash equivalents, beginning of period 1,550 | 2,843
--------- | ---------
Cash and cash equivalents, end of period $ 952 | $ 2,569
========= | =========
</TABLE>
See accompanying notes to financial statements.
-4-
<PAGE> 6
DOANE PRODUCTS COMPANY
Notes To Consolidated Financial Statements
for the three months ended March 31, 1996
(dollars in thousands, except per share amounts)
(Unaudited)
1. Accounting policies
The unaudited interim financial information included herein reflects the
adjustments (consisting solely of normal recurring adjustments) which are, in
the opinion of management, necessary for a fair presentation of the results of
operations, financial position, and cash flows for the periods presented. Such
interim information should be read in conjunction with the financial
statements and notes thereto contained in the Company's Registration Statement
on Form S-1 (File No. 33-98110) relating to the issuance of $160,000 principal
amount of Senior Notes due 2006 (the "Senior Notes"). The accounting policies
used in preparing these financial statements are the same as those summarized
in the Company's 1995 financial statements included in the Form S-1
Registration Statement.
The results of operations for the three months ended March 31, 1996 and March
31, 1995 are not necessarily indicative of the results to be expected for
other interim periods or the full year.
2. Acquisition
On October 5, 1995 the Company was acquired (the "Acquisition") through the
merger (the "Merger") of DPC Subsidiary Acquisition Corp. with and into the
Company with the Company being the surviving entity ("Successor"). DPC
Subsidiary Acquisition Corp. was a newly organized Delaware corporation formed
for the sole purpose of effecting the Acquisition. The Company is a
wholly-owned subsidiary of DPC Acquisition Corp. ("DPCAC"). The purchase price
was $249,100 including existing indebtedness. The Acquisition was financed
with a senior credit facility which provided term loan borrowings of $90,000
and revolving loan borrowings of up to $25,000, $120,000 of senior
subordinated increasing rate notes, and $30,000 of 14.25% Senior Exchangeable
Preferred Stock. The cost of the Acquisition has been allocated on the basis
of the estimated fair value of the assets acquired and liabilities assumed.
The allocation resulted in goodwill of approximately $129,000. The goodwill is
being amortized over 40 years on a straight-line basis.
For financial statement purposes, the Acquisition and Merger were accounted
for as a purchase acquisition effective October 1, 1995. The effects of the
Acquisition have been reflected in the Company's assets and liabilities at
that date. As a result, the Company's financial statements for the periods
subsequent to September 30, 1995 are presented on the Successor's new basis of
accounting, while financial statements for September 30, 1995 and prior
periods are presented on the Predecessor's historical cost basis of
accounting.
3. Long-term debt
Long-term Debt consisted of the following:
MARCH 31, 1996 DECEMBER 31, 1995
Senior Credit Facility
Term Loan 46,158 86,158
Revolving Loan 10,000 -
Industrial Revenue Bonds 3,580 3,580
Senior Notes 160,000 -
Bridge Notes - 120,000
--------- -------
$ 219,738 $ 209,738
--------- ---------
Less Current Maturities 7,276 5,505
$ 212,462 $204,233
========= ========
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<PAGE> 7
Senior Credit Facility
In connection with the Acquisition, the Company entered into a senior credit
facility effective October 5, 1995 (the "Senior Credit Facility") with several
lending institutions. The Senior Credit Facility provided for an aggregate
principal amount of loans of up to $115,000 consisting of $90,000 in aggregate
principal amount of term loans (the "Term Loan Facility"), of which $40,000
has been prepaid, and a $25,000 revolving credit facility (the "Revolving
Credit Facility").
The Term Loan Facility matures on September 30, 2000 and is due in quarterly
installments in increasing amounts, ranging from $2,083 to $4,792, commencing
September 30, 1996. The Revolving Credit Facility matures on September 30,
2000. The Company is required to reduce borrowings under the Revolving Credit
Facility to $10,000 or less for 30 consecutive days during the fiscal years
ended September 30, 1996 and 1997, and to $7,500 or less for 30 consecutive
days during each fiscal year ended September 30 thereafter.
Indebtedness under the Senior Credit Facility bears interest at a rate based,
at the Company's option, upon (i) the Base Rate plus 1.50% with respect to
Base Rate Loans and (ii) the LIBOR Rate for one, two, three or six months plus
2.75% with respect to LIBOR Rate Loans; provided, however, the interest rates
are subject to reductions in the event the Company meets certain performance
targets. The Term Loan Facility bore interest at an average rate of 8.06% for
the period from January 1, 1996 to March 31, 1996.
The Senior Credit Facility is secured by substantially all of the assets of
the Company and a pledge of all of the Company's common stock held by DPCAC.
The Senior Credit Facility requires the Company to meet certain financial
tests, including minimum cash flow, minimum cash flow coverage ratio and
maximum leverage ratios. The Senior Credit Facility also contains covenants
which, among other things, limit the incurrence of additional indebtedness,
the nature of the business of the Company and its subsidiaries, investments,
leases of assets, ownership of subsidiaries, dividends, transaction with
affiliates, asset sales, acquisitions, mergers and consolidations, liens and
encumbrances and other matters customarily restricted in such agreements.
Industrial Development Revenue Bonds
The Industrial Development Bonds with The County of Pueblo, Colorado (the
"Pueblo IDRBs") were issued on October 1, 1991 in the aggregate principal
amount of $4,500. The Pueblo IDRBs bear interest at a rate of 6.6% to 7.15%
per annum. Principal repayments are due annually through October, 2001. The
Pueblo IDRBs are secured by real estate and other property and equipment at
the Pueblo, Colorado manufacturing facility.
4. Senior Exchangeable Preferred Stock
The Company has authorized 3,000 shares of Senior Exchangeable Preferred Stock
of which the Company issued 1,200 shares in connection with the financing of
the Acquisition.
The Senior Exchangeable Preferred Stock has an initial liquidation preference
of $25.00 per share (aggregate initial liquidation preference is $30,000). The
Senior Exchangeable Preferred Stock was recorded at the net proceeds of
$17,075 after deducting $12,925 paid to DPCAC for warrants of DPCAC which were
issued in conjunction with the Senior Exchangeable Preferred Stock. The excess
of the liquidation preference over the carrying value is being accreted
quarterly over a twelve year period ended September 30, 2007 by a direct
reduction to retained earnings.
Dividends on the Senior Exchangeable Preferred Stock are payable quarterly at
the rate of 14.25% per annum per share. Dividends on the Senior Exchangeable
Preferred Stock accrete to the liquidation value of the Senior Exchangeable
Preferred Stock and, at the option of the holders of a majority of the shares
of Senior Exchangeable Preferred Stock, may be paid through the issuance of
additional shares of Senior Exchangeable Preferred Stock on each dividend
payment date through September 30, 2000. The Company does not expect
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<PAGE> 8
to pay dividends on the Senior Exchangeable Preferred Stock in cash for any
period prior to September 30, 2000. Cumulative dividends on Senior
Exchangeable Preferred Stock that have not been paid at March 31, 1996 and
December 31, 1995 are included in the carrying amount of the Senior
Exchangeable Preferred Stock.
The Senior Exchangeable Preferred Stock will be exchangeable, in whole or in
part, at the option of the Company on any dividend payment date for 14.25%
Junior Subordinated Exchange Debentures.
The terms of the Senior Exchangeable Preferred Stock prohibit (i) the payment
of dividends on securities ranking on a parity with or junior to the Senior
Exchangeable Preferred Stock and (ii) redemption, repurchase or acquisition of
any Junior Securities with certain exception, in each case, unless full
cumulative dividends have been paid on the Senior Exchangeable Preferred
Stock.
5. Income (Loss) Per Common Share
Income (loss) per common share is computed based upon the weighted average
number of common shares outstanding during each period. The loss is increased
by preferred stock dividends and the accretion of preferred stock in
calculating net loss attributable to the common shareholder.
6. Inventories
The composition of inventories at the balance sheet dates was as follows:
MARCH 31, 1996 DECEMBER 31, 1995
Raw materials $ 7,958 $ 8,401
Packaging materials 9,147 9,480
Finished goods 9,341 9,714
-------- --------
$ 26,446 $ 27,595
======== ========
7. Commitments and Contingencies
Except as described below, the Company is not a party to any material legal
proceedings other than ordinary routine litigation incidental to its business,
that management believes would have a material adverse affect on its financial
condition or results of operations.
The Company was named as a defendant in a case styled Harvey v. Doane Products
Company, which was filed in the US District Court for the Northern District of
Alabama on June 7, 1995. The plaintiff alleged that the Company negligently
loaded a common carrier which resulted in the death of the driver of the truck
and his wife. The Company was awarded a summary judgement for this claim on
April 15, 1996 and the case was dismissed.
The Company has also been named as a defendant in a wrongful death action on
behalf of the wife of the driver of the truck. The plaintiff is claiming
$1,250 plus costs. The Company believes it is adequately insured for any
damages that may result from such actions, however, due to the early stages of
discovery in this case, a reasonable estimate of any loss cannot be made at
this time and therefore no provision for loss has been made in the
accompanying financial statements.
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<PAGE> 9
DOANE PRODUCTS COMPANY
PART I - FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The Acquisition. On October 5, 1995 the Company was acquired by DPC
Acquisition Corp. (the "Acquisition"). In connection with the Acquisition, the
Company entered into a credit facility with a syndicate of lenders providing
for bank term loan borrowings of $90 million and revolving loan borrowings of
up to $25 million. Additional financing for the Acquisition was provided by a
bridge loan in the amount of $120 million. On March 4, 1996 the Company issued
$160 million 10 5/8% Senior Notes due 2006 (the "Senior Notes") and used the
proceeds to repay the $120 million bridge financing and prepay $40 million of
the term loan borrowings.
The Acquisition has been accounted for using the purchase method of
accounting. The total purchase price of $249.1 million, including existing
indebtedness (exclusive of fees and expenses of approximately $13.0 million),
has been allocated to the assets and liabilities acquired based upon their
respective fair values. As a result, beginning October 1, 1995, the Company
recorded expenses for depreciation and amortization that are significantly in
excess of historical levels. In addition, the results of operations of the
Company have been significantly affected by the impact of the financing of the
Acquisition, including interest expense on the indebtedness incurred under the
Senior Credit Facility, the Senior Notes, and the Bridge Notes. The financial
statements for periods after October 1, 1995 are presented on Successor's new
basis of accounting, while the financial statements for September 30, 1995 are
presented on Predecessor's historical cost basis of accounting.
Prior to the Acquisition, the Company was organized as a subchapter S
corporation. Consequently, the Company did not pay federal, state or local
income taxes except in those states that did not recognize subchapter S status
or that required payment of franchise taxes.
Results of Operations
Net Sales. Doane Products Company derives substantially all of its revenue
from the sale of private label pet food products. Net sales in the three month
period ended March 31, 1996 increased 14.3% to $118.4 million from $103.6
million for the same period ended in 1995. Pet food net sales increase 18.4%
to $111.8 million in the three month period ended March 31, 1996 from $94.4
million in the same period of 1995. This increase was primarily due to a 9.6%
increase in pet food tons sold and price increases implemented in response to
higher raw material costs. Net sales of non-manufactured products decreased
39.0% in the three month period ended March 31, 1996 due to the
discontinuation of selected products. Engineering net sales increased 21.4% in
the three month period ended March 31, 1996 to $2.3 million primarily due to
increased sales of fabricated structural steel projects that were completed
during the first quarter of 1996.
Gross Profit. Gross profit for the three month period ended March 31, 1996
decreased 7.8% to $15.4 million from $16.7 million for the same period in
1995. Gross profit for the three month period ended March 31, 1996 was
negatively impacted by an increase in the costs of certain raw materials,
primarily grains. The cost increases were partially offset by an increase in
tons of pet food sold and price increases implemented throughout the quarter.
Gross profit for the three month period ended March 31, 1996 was also
negatively impacted by $.3 million due to increased depreciation resulting
from the write up of assets in connection with the Acquisition. Gross profit
as a percent of net sales for the periods declined to 13.0% from 16.2%.
Operating Expenses. Operating expenses increased to $7.4 million in the
three month period ended March 31, 1996 from $5.9 million for the same period
of 1995. Selling expenses increased to $3.3 million from $3.1 million in 1995.
This increase was primarily attributable to increases in promotions, volume
incentive discounts and brokerage expenses resulting from increased pet food
tons sold. General and administrative expenses increased to $4.1 million in the
three month period ended March 31, 1996 from $2.7 million in 1995 primarily due
to an
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<PAGE> 10
increase in depreciation and amortization expenses of $.9 million in the three
month period ended March 31, 1996 as a result of the Acquisition. Operating
expenses as a percent of net sales increased to 6.3% from 5.7% for the same
period in 1995.
Income From Operations. Income from operations decreased 26.5% or $2.9
million, to $8.0 million in the three month period ended March 31, 1996 from
$10.9 million in the first quarter of 1995. This decrease was primarily due to
increased depreciation and amortization expenses in the amount of $1.2 million
as a result of the Acquisition in October 1995 and the negative effect of
increased costs for certain raw materials.
Interest Expense. Interest expense increased to $5.9 million in the three
month period ended March 31, 1996 from $1.5 million in 1995 due to interest
expense on debt incurred to finance the Acquisition, and amortization costs of
$.1 million related to deferred costs associated with the new debt.
Non-Recurring Charge. During the three month period ended March 31, 1996, the
Company wrote off $4.8 million in non-recurring interim debt financing costs
concurrent with the issuance of the $160.0 million Senior Notes.
Income Taxes. Income taxes decreased to ($1.0) million for the three month
period ended March 31, 1996 from $.1 million for the first quarter of 1995.
Prior to the Acquisition, the Company was organized as a sub-chapter S
corporation and consequently the Company did not pay federal, state or local
income taxes except in those states that did not recognize sub-chapter S
status or that required payment of franchise taxes.
Liquidity and Capital Resources. The Company had working capital of $46.2
million at March 31, 1996. Net cash provided by operating activities was ($2.8)
million down from $11.3 million for the same period during 1995, primarily due
to lower gross profit for the first quarter of 1996, additional interest expense
and non-recurring financing fees resulting from the Acquisition. Also, cash used
for working capital components for the three month period ended March 31, 1996
was $9.5 million primarily due to the timing of interest payments on debt
related to the Acquisition, an increase in accounts receivable due to increased
volume and higher sales prices, and timing of sales promotion and volume
incentive payments.
The Company maintains a $25.0 million revolving credit facility with banks
which provides adequate liquidity to meet the Company's operational needs. At
March 31, 1996 the Company had unused revolving credit facility in the amount
of $13.7 million.
Long term debt outstanding at March 31, 1996 consisted primarily of $160.0
million, 10 5/8% Senior Notes issued March 4, 1996 and bank term notes and
revolving credit notes in the combined amount of $56.0 million.
The Company is highly leveraged and has significantly increased cash
requirements for debt service relating to the Senior Credit Facility and the
Notes. The Company's ability to borrow is limited by the Senior Credit Facility
and limitations on the incurrence of indebtedness under the indenture entered
into by the Company in connection with the Senior Notes. The Company anticipates
that its operating cash flow, together with amounts available to it under the
Senior Credit Facility, will be sufficient to finance working capital
requirements, debt service requirements and anticipated capital expenditures.
Market prices for certain commodity grains and food stocks used in the
Company's production processes continued to increase significantly during the
first quarter of 1996. While the Company implemented price increases for its
products in the three month period ended March 31, 1996, such price increases
were not sufficient to offset fully the increases in raw materials costs.
Accordingly, the Company's profit margins for the first quarter of 1996 were
adversely affected. In the event of further increases in raw material costs,
the Company would be required to further increase sales prices for its
products in order to avoid margin deterioration. There can be no assurance
that any future sales price increases could be successfully implemented by the
Company or as to whether any price increases implemented by the Company may
affect the volume of future shipments.
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<PAGE> 11
Capital Expenditures. Capital expenditures for the first three months of 1996
totalled $2.4 million compared with $1.9 million during the first three months
of 1995. Approximately $2.0 million of the capital expenditures for the first
quarter of 1996 included the completion of an additional production line at the
Joplin, Missouri manufacturing plant. Management believes that this additional
capacity will provide for additional volume growth within the existing customer
base and allow additional volume expansion for new customers.
It is expected that existing manufacturing facilities will not be sufficient to
meet the Company's anticipated volume growth for the next several years.
Accordingly, it is anticipated that capital expenditures will be required to
construct or acquire additional manufacturing capacity. The Company estimates
that capital expenditures for 1996 will total approximately $9 million, which
includes $7 million to increase manufacturing and warehouse capacity. In
addition, future increases in demand may require the Company to construct or
acquire new manufacturing facilities.
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<PAGE> 12
DOANE PRODUCTS COMPANY
PART II
Item 1. Legal Proceedings
Except as described below, the Company is not a party to any material legal
proceedings other than ordinary routine litigation incidental to its business,
that management believes would have a material adverse affect on its financial
condition or results of operations.
The Company was named as a defendant in a case styled Harvey v. Doane Products
Company, which was filed in the US District Court for the Northern District of
Alabama on June 7, 1995. The plaintiff alleged that the Company negligently
loaded a common carrier which resulted in the death of the driver of the truck
and his wife. The Company was awarded a summary judgement for this claim on
April 15, 1996 and the case was dismissed.
The Company has also been named as a defendant in a wrongful death action on
behalf of the wife of the driver of the truck. The plaintiff is claiming $1.3
million plus costs. The Company believes it is adequately insured for any
damages that may result from such actions, however, due to the early stages of
discovery in this case, a reasonable estimate of any loss can not be made at
this time and therefore no provision for loss has been made in the
accompanying financial statements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
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<PAGE> 13
DOANE PRODUCTS COMPANY
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.
DOANE PRODUCTS COMPANY
/s/ Roy E. Hess
May , 1996 -------------------------------------
Roy E. Hess
Vice President - Finance
(Principal Financial Officer and
Duly Authorized Officer)
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<PAGE> 14
EXHIBIT INDEX
27 -- Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DOANE
PRODUCTS COMPANYS FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31,
1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 952
<SECURITIES> 0
<RECEIVABLES> 46,737
<ALLOWANCES> 0
<INVENTORY> 26,446
<CURRENT-ASSETS> 75,989
<PP&E> 92,632
<DEPRECIATION> (3,124)
<TOTAL-ASSETS> 307,788
<CURRENT-LIABILITIES> 29,747
<BONDS> 160,000
<COMMON> 0
0
19,752
<OTHER-SE> 40,425
<TOTAL-LIABILITY-AND-EQUITY> 307,788
<SALES> 118,404
<TOTAL-REVENUES> 118,404
<CGS> 102,976
<TOTAL-COSTS> 102,976
<OTHER-EXPENSES> 7,444
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,879
<INCOME-PRETAX> (2,629)
<INCOME-TAX> (979)
<INCOME-CONTINUING> (1,650)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,650)
<EPS-PRIMARY> (2.988)
<EPS-DILUTED> 0
</TABLE>
