<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
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 PET CARE COMPANY (formerly DOANE PRODUCTS COMPANY)
(Exact Name of Registrant as Specified in Its Charter)
Delaware
-------- 43-1350515
(State or Other Jurisdiction of ----------
Incorporation or Organization) (IRS Employer Identification No.)
Highwoods Plaza II
103 Powell Court, Suite 200
Brentwood, TN 37027
(Address of Principal Executive Office, Including Zip Code)
(615) 373-7774
(Registrant's Telephone Number, Including Area Code)
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 X No
----- -----
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.
Shares Outstanding
November 16, 1998
Common stock, $0.01 par value 1,000
================================================================================
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I
FINANCIAL INFORMATION
PAGE
<S> <C> <C>
Item 1. Financial Statements........................................................................3-5
Consolidated Balance Sheets - September 30, 1998 and December 31, 1997........................3
Consolidated Statements of Income - three months and nine months ended September 30, 1998 and
September 30, 1997............................................................................4
Consolidated Statements of Cash Flow- nine months ended September 30, 1998 and
September 30, 1997............................................................................5
Notes to Consolidated Financial Statements..................................................6-9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.....10-14
PART II
OTHER INFORMATION
Item 6. Exhibits and Report on Form 8-K..............................................................15
Signatures.......................................................................................................17
</TABLE>
2
<PAGE> 3
DOANE PRODUCTS COMPANY AND SUBSIDIARIES.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
------------ ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,285 $ --
Trade and other accounts receivable, net 65,332 66,369
Inventories 35,148 32,426
Prepaid expenses and other assets 19,008 3,550
------------ ------------
Total current assets 122,773 102,345
Property and equipment, net 121,388 99,994
Goodwill, net 135,282 122,882
Other assets, net 13,288 12,963
------------ ------------
Total assets $ 392,731 $ 338,184
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current installments of long-term debt $ 6,977 $ 11,667
Accounts payable 44,256 42,422
Accrued liabilities 27,698 22,611
------------ ------------
Total current liabilities 78,931 76,700
Long-term debt, excluding current liabilities 229,437 188,743
Post retirement benefit liability 4,091 4,081
Deferred income tax liability 7,540 4,169
------------ ------------
Total liabilities 319,999 273,693
------------ ------------
Senior exchangeable preferred stock, 10,000,000 shares authorized,
1,200,000 shares issued 35,898 30,545
------------ ------------
Stockholder's equity:
Common stock, $0.01 par value; 1,000 shares authorized, -- --
Additional Paid-in capital 43,022 41,675
Other comprehensive income 472 --
Accumulated deficit (6,660) (7,729)
------------ ------------
Total stockholder's equity 36,834 33,946
------------ ------------
Total liabilities and stockholder's equity $ 392,731 $ 338,184
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
DOANE PRODUCTS COMPANY AND SUBSIDIARIES.
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
---------------------------- -----------------------------
September 30, September 30, September 30, September 30,
1998 1997 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 136,246 $ 132,444 $ 422,157 $ 411,399
Cost of goods sold 112,045 111,822 348,086 352,877
---------- ---------- ---------- ----------
Gross profit 24,201 20,622 74,071 58,522
---------- ---------- ---------- ----------
Operating expenses:
Promotion and distribution 8,820 7,761 26,236 23,798
Selling, general and administrative 5,670 4,300 17,646 12,505
Non-recurring transition expense 4,074 -- 4,074 --
---------- ---------- ---------- ----------
Income from operations 5,637 8,561 26,115 22,219
Interest expense, net (5,510) (5,572) (16,614) (16,973)
Equity in earnings of joint ventures -- -- 29 117
Other income (expense), net 64 (4) 118 (65)
---------- ---------- ---------- ----------
Income before taxes 191 2,985 9,648 5,298
Income tax expense (benefit) (165) 1,080 3,226 1,917
---------- ---------- ---------- ----------
Net income $ 356 $ 1,905 $ 6,422 $ 3,381
========== ========== ========== ==========
Net income (loss) applicable
to common stock $ (1,482) $ 331 $ 1,069 $ (1,323)
Basic net income (loss)
per common share $ (1,482) $ 331 $ 1,069 $ (1,323)
Weighted average shares
outstanding 1,000 1,000 1,000 1,000
========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
DOANE PRODUCTS COMPANY AND SUBSIDIARIES.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------------------
September 30, September 30,
1998 1997
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 6,422 $ 3,381
Adjustments to reconcile net income
to cash provided by operating activities:
Depreciation and amortization 9,774 8,008
Amortization of deferred debt issuance costs 866 872
Deferred tax expense 2,871 1,937
Other (143) 168
Changes in working capital components (1,689) (4,436)
-------------- --------------
Net cash provided by operating activities 18,101 9,930
-------------- --------------
Cash flows from investing activities:
Proceeds from the sale of property and equipment 72 25
Capital expenditures, including interest capitalized (12,779) (12,933)
Increase in debt issuance costs -- (468)
Payment for the acquisition of business, net of cash acquired (26,190) 0
Purchase of Industrial Development Bonds (9,000) 0
Other (503) (611)
-------------- --------------
Net cash used in investing activities (48,400) (13,987)
-------------- --------------
Cash flows from financing activities:
Net borrowings under revolving credit agreement 3,310 6,100
Proceeds from issuance of long-term debt 34,121 4,919
Principal payments on long-term debt (5,419) (7,812)
Contributed capital 1,347 850
-------------- --------------
Net cash provided by financing activities 33,359 4,057
-------------- --------------
Effect of exchange rate changes on cash 225 --
-------------- --------------
Increase in cash and cash equivalents 3,285 --
Cash and cash equivalents, beginning of period -- --
-------------- --------------
Cash and cash equivalents, end of period $ 3,285 $ --
============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
DOANE PRODUCTS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
1. Basis of Presentation
The interim consolidated financial statements of Doane Products Company (the
"Company"--name changed to Doane Pet Care Company subsequent to September 30,
1998, see Note 6), included herein, have not been audited by the Company's
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. Operating results for the prior year periods include certain
reclassifications to conform to the current year presentation. The financial
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. The accounting policies used in preparing these
financial statements are the same as those summarized in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997, as amended by a
Form 10-K/A filed by the Company on August 6, 1998 (collectively, the "1997
10-K").
The Company's interim consolidated financial statements should be read in
conjunction with the financial statements and notes thereto contained in the
Company's 1997 10-K (including related exhibits).
2. Inventories
The composition of inventories at the balance sheet dates was as follows:
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
-------------- --------------
(unaudited)
<S> <C> <C>
Raw materials $ 7,839 $ 8,449
Packaging materials 14,019 10,735
Finished goods 13,290 13,242
-------------- --------------
$ 35,148 $ 32,426
============== ==============
</TABLE>
3. Long Term Debt
On April 13, 1998, the Company amended its senior credit facility pursuant to
the Second Amended and Restated Revolving Credit and Term Loan Agreement (the
"Senior Credit Facility"). Under the Senior Credit Facility funding was
increased under the "Term Loan Facility" from the outstanding balance of $31,795
to $41,794 and a new $7,000 purchase money facility was created. The "Revolving
Credit Facility" remained at $25,000.
6
<PAGE> 7
On November 12, 1998 the Company refinanced the Senior Credit Facility, a Windy
Hill bridge loan facility, Windy Hill Subordinated Notes and its Senior Notes.
See discussion of Subsequent Events -- Note 6 below.
On July 24, 1998, the $9,000 Oklahoma Development Finance Authority, Industrial
Development Revenue Bonds, Series 1998 (Doane Products Company Clinton, Oklahoma
Project) (the "Bonds") were issued by the Oklahoma Development Finance
Authority. The net proceeds of the issuance were loaned to the Company to
finance the Company's acquisition and construction of a new dry pet food
manufacturing facility in Clinton, Oklahoma. At September 30, 1998 $2,798 had
been drawn down by the Company. The Bonds bear interest at the rate of 6.25%,
and accrued interest is payable on each of January 15 and July 15, commencing
January 15, 1999. The Bonds are subject to mandatory redemption prior to
maturity, in part, at a redemption price of 100% of the principal amount
thereof, plus accrued interest to the redemption date, in varying principal
amounts on July 15 of each year from 2018 through 2023. The Bonds are general
obligations of the Company and rank on parity in right of payment with all other
senior indebtedness of the Company. The Bonds, which approximate fair value, are
secured by the Clinton, Oklahoma manufacturing facility and certain related
equipment.
The above-referenced Bonds were purchased by the Company's wholly owned
subsidiary, DPC Funding Corp., which has changed its name to Doane/Windy Hill
Joint Venture Corp. It is anticipated that such entity will attempt to sell the
Bonds after information regarding the merger of the Company and Windy Hill Pet
Food Holdings, Inc. ("Windy Hill"), and the associated refinancing of such
companies, is completed. See Subsequent Events in Note 6 below.
4. Adoption of Accounting Standards
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income", which establishes standards
for reporting and display of comprehensive income and its components in a full
set of financial statements. Comprehensive income includes all changes in a
company's equity, including, among other things, foreign currency translation
adjustments, notes receivable from employee stock ownership plans, deferred
gains (losses) on hedging activities, and unrealized gains (losses) on
marketable securities classified as available-for-sale. The Company's total
comprehensive earnings, which consist of foreign currency translation
adjustments, are as follows for the periods presented.
<TABLE>
<CAPTION>
Nine months ended Nine months ended
September 30, 1998 September 30, 1997
-------------------- --------------------
(unaudited) (unaudited)
<S> <C> <C>
Net income (loss) applicable to common stock $ 1,069 $ (1,323)
Other comprehensive income 472 --
-------------------- --------------------
Total comprehensive income (loss) $ 1,541 $ (1,323)
==================== ====================
</TABLE>
5. Business Acquisition
On April 17, 1998, the Company purchased 100% of the outstanding stock of Ipes
Iberica, S.A. ("Ipes")
7
<PAGE> 8
for approximately $26,190 (net of cash purchased of $1,900) and the assumption
of indebtedness of $1,900. Ipes is a private label pet food manufacturer located
in Spain with 1997 net sales of $21,100. The Company financed the Ipes
acquisition through non-recourse borrowings in Spain for $21,300 of the purchase
price and borrowings under the Company's Senior Credit Facility for the
remainder.
The transaction was accounted for under the purchase method of accounting.
Accordingly, acquired assets and assumed liabilities were recorded at their
estimated fair values, which resulted in goodwill of approximately $13,800
which is being amortized over 40 years.
Had the acquisition taken place on January 1, 1997, the Company's unaudited pro
forma net sales, income before income taxes, and net income for the nine months
ended September 30, 1998 and twelve months ended December 31, 1997,
respectively, would have been as follows:
<TABLE>
<CAPTION>
Nine months ended Year ended
September 30, 1998 December 31, 1997
-------------------------- -------------------------
(unaudited) (unaudited)
<S> <C> <C>
Net sales $ 428,142 $ 585,837
Income before income taxes 10,068 8,703
Net income 6,664 5,534
</TABLE>
6. Subsequent Events
On August 3, 1998, the Company's parent, DPC Acquisition Corp. ("DPCAC"),
acquired Windy Hill Pet Food Holdings, Inc. ("Holdings"), the parent company of
Windy Hill Pet Food Company, Inc. ("Windy Hill"), for approximately 1,600
shares of common stock of DPCAC and the assumption of approximately $183,500 of
indebtedness.
On November 12, 1998, DPCAC contributed the shares of Windy Hill to the Company
and Windy Hill was immediately merged with and into the Company, which
subsequently changed its name to Doane Pet Care Company and is the surviving
entity after the merger. Concurrent with the merger the Company refinanced its
capital structure with a series of transactions (the "Transactions") which
included the following:
o An offer to exchange to certain institutional investors (the "Exchange
Offer") its 9 3/4% Senior Subordinated Notes due 2007 (the "Exchange
Notes") for the 9 3/4% Senior Subordinated Notes due 2007 of Windy Hill
(the "Windy Hill Notes") and a limited amount of the outstanding
10 5/8% Senior Notes due 2006 of the Company;
o An offer to purchase (the "Doane Offer to Purchase") for cash all
outstanding 10 5/8% Senior Notes due 2006 of the Company (the "Doane
Notes");
o An offer to purchase (the "Change of Control Offer") for cash all
outstanding Windy Hill Notes due to a change in control of Windy Hill;
o Establishment by the Company of a bridge facility (the "Bridge Notes")
providing for up to $120,000 of financing for the purchase of Windy
Hill Notes pursuant to the Change of Control Offer, of which $47,324
was drawn on October 15, 1998;
o The establishment by the Company of a new $345,000 credit facility
(the "New Credit Facility") providing for $245,000 of term loan
borrowings and $100,000 of revolving loan borrowings of which
292,000 in aggregate principal amount was drawn at the closing of the
Transactions;
8
<PAGE> 9
o Obtaining the consent of the holders of 14.25% Senior Exchangeable
Preferred Stock due 2007 of the Company to the merger of Windy Hill
into the Company.
The primary uses of the securities issued in and the funds provided by, the
Transactions included:
o The repurchase of Windy Hill Notes pursuant to the Change of Control
Offer;
o The repurchase of Doane Notes pursuant to the Doane Offer to Purchase;
o The exchange of Windy Hill Notes and a limited amount of Doane Notes
into $150,000 of Exchange Notes pursuant to the Exchange Offer;
o The repayment of $95,779 in aggregate principal amounts outstanding
under the existing credit facilities of the Company and of Windy Hill;
o The repayment of $47,324 in principal amounts outstanding under the
Bridge Notes;
o The dividend by the Company to DPCAC of $13,449 for the repayment of
all of the outstanding principal amount and accrued interest on
convertible subordinated promissory notes of Holdings.
o The repayment of approximately $7,600 in accrued interest on all
retired debt;
o The payment of approximately $33,128 in prepayment premiums
related to the Doane Offer to Purchase, the Change of Control Offer and
the Exchange Offer;
o The payment of approximately $8,770 of advisory, legal, consent and
other fees and expenses related to the Transactions.
7. Capital Contributions
The Company received capital contributions of $1,347 from DPCAC, its parent
company, during the nine-month period ended September 30, 1998.
8. Commitments and Contingencies
The Company is party, in the ordinary course of business, to certain claims and
litigation. In management's opinion, the resolution of such matters is not
expected to have a material impact on the financial condition or results of
operations of the Company.
On October 30, 1998 the Company initiated a product recall for certain dry dog
food manufactured at its Temple, Texas plant. The recall covers dry dog food
manufactured at its Temple plant between July 1 and August 31 and does not
apply to other plants or the Company's dry cat food, biscuits, treats or
canned products.
The recall resulted from reported sickness and death of dogs in the State of
Texas. These conditions were attributed to elevated aflatoxins in corn which is
an ingredient in dry dog food. Aflatoxins are compounds produced from certain
kinds of crop molds which can be caused by extreme weather conditions such as
drought and heat. Doane has an extensive corn testing program for the detection
of aflatoxins and that program has been intensified since the problems were
reported.
The Company maintains insurance against losses from illness or death of animals;
however, the cost of the product recall is not covered by insurance. The Company
is currently unable to estimate the cost of the recall. However, based on the
isolated nature of the incident, it does not believe that the recall will have a
material impact on the Company's financial condition or results of operations.
9. Non-recurring transition expense
Transition related expenses represent non-recurring costs incurred in connection
with the merger and integration of Windy Hill with the Company. These costs
include compensation for transitional personnel, severance and bonus expense,
relocation expenses, recruiting and training expenses, systems conversion and
other unique transition expenses.
9
<PAGE> 10
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Reference is made to Notes to Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations
presented in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, as amended by a Form 10-K/A filed by the Company on August 6,
1998 (collectively, the "1997 10-K").
The following table sets forth, for the periods indicated, the percentage, which
the items in the Consolidated Statement of Operations bear to net sales and the
percentage change of such items, compared to the indicated prior period.
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30,
--------------------------------------------- ---------------------------------------------
1998 1997 % Change 1998 1997 % Change
--------------- --------------- -------- --------------- ---------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Sales $136.2 100.0% $132.4 100.0% 2.9% $422.2 100.0% $411.4 100.0% 2.6%
Cost of Sales 112.0 82.2 111.8 84.4 0.2% 348.1 82.4 352.9 85.8 -1.4%
------ ------ ------ ------ ------ ------ ------ ------
Gross Profit 24.2 17.8 20.6 15.6 17.5% 74.1 17.6 58.5 14.2 26.7%
Operating Expenses:
Promotion and distribution 8.8 6.5 7.7 5.8 14.3% 26.2 6.2 23.8 5.8 10.1%
Selling, general
and administrative 5.7 4.2 4.3 3.2 32.6% 17.7 4.2 12.5 3.0 41.6%
Non-recurring
transition expense 4.1 3.0 -- -- 0.0% 4.1 1.0 -- -- 0.0%
------ ------ ------ ------ ------ ------ ------ ------
Income from operations 5.6 4.1 8.6 6.6 -34.9% 26.1 6.2 22.2 5.4 17.6%
Interest expense, net (5.5) (4.0) (5.6) (4.2) -1.8% (16.6) (3.9) (17.0) (4.1) -2.4%
Equity in earnings of
joint venture -- -- -- -- 0.0% -- -- 0.1 -- 0.0%
Other income (expense), net 0.1 0.1 -- -- 0.0% 0.1 -- -- -- 0.0%
------ ------ ------ ------ ------ ------ ------ ------
Income before taxes 0.2 0.2 3.0 2.4 -93.3% 9.6 2.3 5.3 1.3 81.1%
Income tax expense (benefit) (0.2) (0.1) 1.1 0.8 -118.2% 3.2 0.8 1.9 0.5 68.4%
------ ------ ------ ------ ------ ------ ------ ------
Net Income $ 0.4 0.3% $ 1.9 1.4% -78.9% $ 6.4 1.5% $ 3.4 0.8% 88.2%
====== ====== ====== ====== ====== ====== ====== ======
</TABLE>
RESULTS OF OPERATIONS
Net sales. Net sales for the three-month period ended September 30, 1998
increased 2.9% to $136.2 million from $132.4 million in the same period in 1997.
The increase includes $5.6 million of sales attributable to the acquisition of
Ipes Iberica, S. A. ("Ipes") in April. Pet food net sales, other than Ipes,
increased 1.2% to $122.7 million from $121.2 million for the three months ended
September 30, 1997. Of this increase, the volume-related increases of 3.8% were
offset by price declines of 2.6% attributable to the pass-through of raw
material cost decreases to customers. Net sales for the nine-month period ended
September 30, 1998 increased 2.6% to $422.2 million from $411.4 million in the
same period in 1997. Pet food net sales, other than the $10.8 million Ipes net
sales, increased 1.9% to $386.8 million
10
<PAGE> 11
from $379.6 for the same period in 1997. Of this increase, the volume-related
increases of 3.9% were offset by price declines of 1.9% attributable to the
pass-through of certain raw material cost decreases to customers.
Gross profit. Gross profit for the three-month period ended September 30, 1998
increased 17.5% to $24.2 million from $20.6 million for the same period in 1997.
Of this, approximately 9.4% resulted from improvements in pet food margins due
to reductions in certain raw material costs, and approximately 5.5% was due to
increased pet food tons sold. Gross profit for the nine-month period ended
September 30, 1998 increased 26.7% to $74.1 million from $58.5 million for the
same period in 1997. Of this, approximately 19.7% resulted from improvements in
pet food margins due to reductions in certain raw material costs, and
approximately 4.2% was due to increased pet food tons sold.
Promotion and distribution expenses. Promotion and distribution expenses
increased 15.6% to $8.8 million for the three-month period ended September 30,
1998 from $7.7 million for the same period in 1997. Promotion and distribution
expenses increased 10.1% to $26.2 million for the nine-month period ended
September 30, 1998 from $23.8 million for the same period in 1997. The increases
for both periods resulted from increases in variable sales promotions, incentive
discounts, and brokerage costs on increased pet food tons sold.
Selling, general and administrative expenses. Selling, general and
administrative expenses increased 32.6% to $5.7 million for the three-month
period ended September 30, 1998 from $4.3 million for the same period in 1997.
Selling, general and administrative expenses increased 40.8% to $17.6 million
for the nine-month period ended September 30, 1998 from $12.5 million for the
same period in 1997. The increases for both periods result from increases in (i)
salaries and related fringe benefits, (ii) professional fees and (iii)
amortization and depreciation.
Transition related expenses. Transition related expenses represent non-recurring
costs incurred in connection with the merger and integration of Windy Hill with
the Company (See Notes to Consolidated Financial Statements - 6. Subsequent
Events). These costs include compensation for transitional personnel, severance
and bonus expense, relocation expenses, recruiting and training expenses,
systems conversion and other unique transition expenses.
Income from operations. Income from operations for the three month period ended
September 30, 1998 decreased 34.9% to $5.6 million (4.1% of net sales) from $8.6
million (6.5% of net sales) for the same period in 1997. Income from operations,
before deducting non-recurring transition expenses, increased by 11.6% for the
three-month period ended September 30, 1998 due to improved pet food margins and
volume gains. Income from operations for the nine-month period ended September
30, 1998 increased 18.5% to $26.1 million (6.2% of net sales) from $22.2 million
(5.4% of net sales) in the same period in 1997. Increases were principally due
to improved pet food margins and volume gains, which were offset in part by the
increase in transition expenses. The Ipes acquisition increased income from
operations 9.7% for the three-month period ended September 30, 1998 and 5.1% for
the nine-month period ended September 30, 1998.
Interest expense, net. Net interest expense for the three-month periods ended
September 30, 1998 and 1997 remained substantially unchanged at $5.5 million.
Reductions in interest expense due to a decrease in rates and an overall
reduction in the Senior Credit Facility from year to year were offset by
additional interest expense in 1998 for debt incurred in connection with the
Ipes acquisition. Net interest expense for the nine-month period ended September
30, 1998 decreased to $16.6 million from $17.0 million in the same period in
1997 primarily due to an overall reduction in borrowings under the Senior Credit
Facility.
11
<PAGE> 12
Net income. Net income for the three-month period ended September 30, 1998
decreased to $0.4 million from $1.9 million in the same period in 1997. The
after tax impact of non-recurring transition expenses reduced earnings by $2.6
million offsetting increases due to improved pet food margins and increased pet
food tons sold of $1.1 million over the same period in 1997. Net income for the
nine-month period ended September 30, 1998 increased to $6.4 million from $3.4
million in the same period in 1997. Increases were principally due to improved
pet food margins and increased pet food tons sold.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $18.1 million and $9.9 million for
the nine-month periods ended September 30, 1997 and 1998, respectively. The
increase is primarily due to an increase in net income before non-cash charges
of $5.4 million and a smaller decrease in working capital components compared to
the same period in 1997. The Company had working capital of $43.8 million at
September 30, 1998.
Net cash used in investing activities for the nine-month period ended September
30, 1998 increased $34.4 million over the same period in 1997 due to $26.2
million in payments for the acquisition of a business and $9.0 million for the
purchase of the Industrial Revenue Bonds, series 1998 (Doane Products Company
Clinton Project) (the "Bonds"). (See Notes to the Consolidated Financial
Statements - 3. Long Term Debt). Payments for acquisition of business is due to
the purchase on April 17, 1998 of 100% of the outstanding stock of Ipes for
approximately $26.2 million (net of cash purchased of $1.9 million) and the
assumption of indebtedness of $1.9 million. Ipes is a private label pet food
manufacturer located in Spain, with 1997 net sales of $21.1 million. The Company
financed the Ipes acquisition through non-recourse borrowings in Spain for $21.3
million of the purchase price and borrowings under the Company's Senior Credit
Facility for the remainder.
Net cash provided by financing activities for the nine-month period ended
September 30, 1998 increased to $33.4 million from $4.1 million in the same
period in 1997. This increase was principally due to borrowings to finance the
acquisition of Ipes and the issuance of the Bonds (See Notes to the Consolidated
Financial Statements - 3. Long Term Debt).
At September 30, 1998, the Company had borrowing capacity in the amount of $20.6
million under the Revolving Credit Facility, which was net of $1.1 million for
outstanding letters of credit. Long term debt outstanding at September 30, 1998
consisted of $160.0 million Senior Notes, the Term Loan Facility in the amount
of $42.6 million, $25.3 million debt in Spain, and Industrial Revenue Bonds in
the net amount of $8.5 million.
It is expected that existing manufacturing facilities will not be sufficient to
meet the Company's anticipated volume growth. The Company has continued to
examine alternatives for expanding its business either through construction of
additional manufacturing capacity or acquisition of manufacturing assets. Such
potential acquisitions could include acquisitions of operating companies. The
Company intends to finance such expansions or acquisitions with borrowings under
the existing or expanded credit facilities, or the issuance of additional
equity. See Part II, Item 5 (b) "Registration Statement Filings".
On November 12, 1998 (i) Windy Hill merged into the Company, (ii) the Company
changed its name to Doane Pet Care Company, (iii) the Company completed a cash
tender offer for its $160,000 10 5/8% Senior Notes due 2006, and its exchange
offer with respect to a portion of the Company's Senior Notes and all of the
outstanding 9 3/4% Senior Subordinated Notes due 2007 of Windy Hill, which
resulted in a new $150,000 9 3/4% Senior Subordinated Notes due 2007, and
(iv) the Company closed on its new senior secured facility with a syndicate
of financial institution providing for total commitments of $345,000, $292,000
of which was drawn down at closing.
12
<PAGE> 13
Recent Accounting Pronouncements. Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS
133"), was issued by the Financial Accounting Standards Board ("FASB") in
September 1998. SFAS 133 standardizes the accounting for derivative instruments,
including certain derivative instruments embedded in other contracts. Under the
standard, entities are required to carry all derivative instruments in the
statement of financial position at fair value. The accounting for changes in the
fair value (i.e., gains or losses) of a derivative instrument depends on whether
it has been designated and qualifies as part of a hedging relationship and, if
so, on the reason for holding it. If certain conditions are met, entities may
elect to designate a derivative instrument as a hedge of exposures to changes in
fair values, cash flows, or foreign currencies. If the hedge exposure is a fair
value exposure, the gain or loss on the derivative instrument is recognized in
earnings in the period of change together with the offsetting loss or gain on
the hedged item attributable to the risk being hedged. If the hedged exposure is
a cash flow exposure, the effective portion of the gain or loss on the
derivative instrument is reported initially as a component of other
comprehensive income (outside earnings) and subsequently reclassified into
earnings when the forecasted transaction affects earnings. Any amounts excluded
from the assessment of hedge effectiveness, as well as the ineffective portion
of the gain or loss, is reported in earnings immediately. Accounting for foreign
currency hedges is similar to the accounting for fair value and cash flow
hedges. If the derivative instrument is not designated as a hedge, the gain or
loss is recognized in earnings in the period of change.
The Company will adopt SFAS 133 beginning in fiscal 2000. The Company has not
determined the impact that SFAS 133 will have on its financial statements and
believes that such determination will not be meaningful until closer to the date
of initial adoption.
Year 2000. The Company has conducted a comprehensive review of its computer
software to identify the systems that could be affected by the "year 2000"
issue. The year 2000 issue results from computer programs being written using
two digits (rather than four) to define the applicable year. As a result,
certain of the Company's programs that have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
calculation could result in a major system failure or miscalculations.
The Company has made an assessment of year 2000 compliance and reviewed its
business application software which resulted in plans to either replace or
upgrade all essential business software at an estimated cost of $3.5 million.
The Company is currently reviewing its administrative hardware and software
(networks, communications and security systems) and the software related to
manufacturing equipment. The Company has implemented a program to confirm year
2000 compliance with all third parties with which the Company has material
relationships.
As of September 30, 1998, the Company had incurred costs of approximately $2.4
million in connection with year 2000 compliance. The Company expects to complete
its year 2000 compliance projects by July 1999. The failure to complete year
2000 compliance, or a failure by parties with whom the Company has material
relationships to complete year 2000 compliance by such date, could have a
material adverse effect on the Company's financial condition and results of
operations. The Company believes that it will provide the resources necessary to
ensure year 2000 compliance prior to the year 2000. The Company also believes
that a sufficient number of suppliers exist if the Company's current suppliers
are delayed in their efforts to achieve year 2000 compliance.
Commitments and Contingencies. The Company is a party, in the ordinary course
of business, to certain claims and litigation-in management's opinion, the
resolution of such matters is not expected to have a material impact on the
financial condition or results of operations of the Company.
On October 30, 1998 the Company initiated a product recall for certain dry dog
food manufactured at its Temple, Texas plant between July 1 and August 3. The
recall covers dry dog food manufactured at its Temple plant and does not apply
to other plants or the Company's dry cat food, biscuits, treats or canned
products.
The recall resulted from reported sickness and death of dogs in the State of
Texas. These conditions were attributed to elevated aflatoxins in corn which is
an ingredient in dry dog food. Aflatoxins are compounds produced from certain
kinds of crop molds which can be caused by extreme weather conditions such as
drought and heat. Doane has an extensive corn testing program for the detection
of aflatoxins and that program has been intensified since the problems were
reported.
The Company maintains insurance against losses from illness or death of animals;
however, the cost of the product recall is not covered by insurance. The Company
is currently unable to estimate the cost of the product recall. However, based
on the isolated nature of the incident, it does not believe that the recall will
have a material impact on the Company's financial condition or results of
operations.
Euro. Effective January 1, 1999, eleven of the fifteen countries comprising the
European Union will begin a transition to a single monetary unit, the "Euro,"
which is scheduled to be completed by July 1, 2002. The Company is currently
considering options to ensure that its European subsidiaries can operate
effectively in the Euro. Management does not anticipate that the implementation
of this single currency plan will have a material effect on the Company's
operation or financial condition. The Company's subsidiaries in Italy and Spain
may incur significant costs in conversion of their systems to the Euro prior to
the introduction of the Euro on January 1, 1999. The Company is unable to
predict whether such costs can be passed on to customers. The customers of these
subsidiaries may also begin conducting operations using the Euro prior to the
completion of the conversion of the systems of such subsidiaries. Delays in
conversion could have a material adverse affect on the results of the operations
of these subsidiaries. In addition, the introduction of the Euro may increase
competition, as manufacturers in other European countries become able to compete
more easily in the Company's markets. Management does not believe that the
implementation of the Euro will have a material effect on the Company's
operations or financial condition taken as a whole.
Forward-Looking Statements. Certain of the statements in this Form 10-Q are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21B of the Securities
13
<PAGE> 14
Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than
statements of historical facts included in this Form 10-Q, regarding budgeted
capital expenditures, the Company's financial position, the year 2000 and
unaudited pro forma financial information are forward-looking statements.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors that could cause
actual results to differ materially from the Company's expectations are
disclosed under "Risk Factors" and elsewhere in the Company's 1997 Form 10-K and
under "Risk Factors". Should one or more of these risks or uncertainties occur,
or should underlying assumptions prove incorrect, the Company's actual results
and plans for the remainder of 1998 and beyond could differ materially from
those expressed in forward-looking statements. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by such factors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
14
<PAGE> 15
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits Index
27.1 Financial Data Schedule
99.1 Other Exhibits - Supplemental Financial Statements
(b) Reports on Form 8-K
On June 18, 1998, the Company filed a Current Report on Form 8-K in
connection with
15
<PAGE> 16
the execution of an Agreement and Plan of Merger dated June 10, 1998
between the Company, DPCAC, Windy Hill Pet Food Holdings, Inc. and the
other parties named therein (the "Merger Agreement"). An amendment to
the Form 8-K was filed on August 13, 1998 to reflect the consummation
of the merger pursuant to the Merger Agreement, which occurred on
August 3, 1998. The amended Form 8-K contains pro-forma financial
statements for the Combined Company as of and for the year ended
December 31, 1997, and as of and for the three month period ended March
31, 1998.
16
<PAGE> 17
DOANE PRODUCTS COMPANY AND SUBSIDIARIES
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
Dated: November 16, 1998 By: /s/ THOMAS R. HEIDENTHAL
--------------------- -----------------------------------
Thomas R. Heidenthal
Senior Vice President
and Chief Financial Officer
Dated: November 16, 1998 By: /s/ CHARLES DUNLEAVY
--------------------- -----------------------------------
Charles Dunleavy
Vice President - Finance
and Principal Accounting Officer
17
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
27.1 Financial Data Schedule
99.1 Other Exhibits - Supplemental Financial Statements
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 3,285
<SECURITIES> 0
<RECEIVABLES> 65,841
<ALLOWANCES> (509)
<INVENTORY> 35,148
<CURRENT-ASSETS> 122,773
<PP&E> 147,716
<DEPRECIATION> (26,328)
<TOTAL-ASSETS> 392,731
<CURRENT-LIABILITIES> 78,931
<BONDS> 160,000
0
35,898
<COMMON> 0
<OTHER-SE> 36,834
<TOTAL-LIABILITY-AND-EQUITY> 392,731
<SALES> 422,157
<TOTAL-REVENUES> 422,157
<CGS> 348,086
<TOTAL-COSTS> 396,042
<OTHER-EXPENSES> (147)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,614
<INCOME-PRETAX> 9,648
<INCOME-TAX> 3,226
<INCOME-CONTINUING> 6,422
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,422
<EPS-PRIMARY> 1,069
<EPS-DILUTED> 0
</TABLE>
<PAGE> 1
Exhibit 99.1
This exhibit contains supplemental combined financial statements for the nine
months ended September 30, 1998 and the related footnotes after giving effect to
the merger of Doane Products Company and Windy Hill Pet Food Company, Inc. as of
August 3, 1998.
DOANE PRODUCTS COMPANY AND SUBSIDIARIES.
SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEET
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
September 30,
1998
--------------
(unaudited)
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,832
Trade and other accounts receivable, net 86,024
Inventories 52,901
Deferred income tax benefits 5,891
Prepaid expenses and other assets 16,330
--------------
Total current assets 164,978
Property and equipment, net 201,665
Goodwill, net 264,780
Other assets, net 33,431
--------------
Total assets $ 664,854
==============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current installments of long-term debt $ 8,859
Accounts payable 64,782
Accrued liabilities 42,312
--------------
Total current liabilities 115,953
Long-term debt, excluding current liabilities 401,512
Post retirement benefit liability 6,562
Deferred income tax liability 22,744
Other long-term liabilities 1,753
--------------
Total liabilities 548,524
--------------
Senior exchangeable preferred stock, 3,000,000 shares authorized,
1,200,000 shares issued 35,898
--------------
Stockholder's equity:
Common stock, $0.01 par value; 1,000 shares authorized, --
Additional Paid-in capital 86,622
Accumulated other comprehensive income 472
Accumulated deficit (6,662)
--------------
Total stockholder's equity 80,432
--------------
Total liabilities and stockholder's equity $ 664,854
==============
</TABLE>
<PAGE> 2
DOANE PRODUCTS COMPANY AND SUBSIDIARIES.
SUPPLEMENTAL CONDENSED COMBINED STATEMENT OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months
Ended
September 30,
1998
--------------
<S> <C>
Net sales $ 462,991
Cost of goods sold 378,583
--------------
Gross profit 84,408
--------------
Operating expenses:
Promotion and distribution 30,394
Selling, general and administrative 20,842
Non-recurring transition expense 4,311
--------------
Income from operations 28,861
Interest expense, net (19,444)
Equity in earnings of joint ventures 111
Other income, net 118
--------------
Income before taxes 9,646
Income tax expense 3,226
--------------
Net income $ 6,420
==============
Net income applicable to common stock $ 926
Basic net income per common share $ 926
Weighted average shares outstanding 1,000
==============
</TABLE>
<PAGE> 3
DOANE PRODUCTS COMPANY AND SUBSIDIARIES.
SUPPLEMENTAL CONDENSED COMBINED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months
Ended
September 30,
1998
--------------
<S> <C>
Cash flows from operating activities:
Net income $ 6,420
Adjustments to reconcile net income
to cash provided by operating activities:
Depreciation and amortization 11,450
Amortization of deferred debt issuance costs 942
Deferred tax expense 2,871
Other (309)
Changes in working capital components (5,217)
--------------
Net cash provided by operating activities 16,157
--------------
Cash flows from investing activities:
Proceeds from the sale of property and equipment 72
Capital expenditures, including interest capitalized (13,988)
Increase in debt issuance costs --
Payment for the acquisition of business, net of cash acquired (26,190)
Purchase of Industrial Development Bonds (9,000)
Other (4,086)
--------------
Net cash used in investing activities (53,192)
--------------
Cash flows from financing activities:
Net borrowings under revolving credit agreement 3,310
Proceeds from issuance of long-term debt 42,021
Principal payments on long-term debt (7,114)
Contributed capital 1,347
--------------
Net cash provided by financing activities 39,564
--------------
Effect of exchange rate changes on cash 225
--------------
Increase in cash and cash equivalents 2,754
Cash and cash equivalents, beginning of period 1,078
--------------
Cash and cash equivalents, end of period $ 3,832
==============
</TABLE>
<PAGE> 4
DOANE PRODUCTS COMPANY AND SUBSIDIARIES
NOTES TO SUPPLEMENTAL CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
1. Basis of Presentation
On August 3, 1998, Doane Products Company's parent, DPC Acquisition Corp.
("DPCAC"), acquired Windy Hill Pet Food Holdings, Inc. ("Holdings"), the parent
company of Windy Hill Pet Food Company, Inc. ("Windy Hill"), for approximately
1,600 shares of common stock of DPCAC and the assumption of approximately
$183,500 of indebtedness. On November 12, 1998, DPCAC contributed the shares of
Windy Hill to the Company and Windy Hill was immediately merged with and into
the Company, which subsequently changed its name to Doane Pet Care Company, and
is the surviving entity after the merger. The transaction has been accounted for
under the purchase method of accounting. The interim supplemental condensed
financial statements of Doane Products Company ("the Company"), included
therein, give retroactive effect to the merger of the Company and Windy Hill to
August 3, 1998 and will become the historical financial statements upon the
Company's filing of its report on Form 10-K for 1998.
The interim supplemental financial statements of the Company included herein,
have not been audited by the Company's 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 financial
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 the nine months ended September 30, 1998 are not necessarily
indicative of results to be expected for an entire year.
The Company's interim supplemental consolidated financial statements should be
read in conjunction with the financial statements and notes thereto contained in
the Company's 1997 Form 10-K (including related exhibits) and Windy Hill's 1997
Form 10-K.
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>
Combined
September 30,
1998
------------
(unaudited)
<S> <C>
Raw materials $ 11,466
Packaging materials 24,007
Finished goods 17,428
------------
$ 52,901
============
</TABLE>
<PAGE> 5
3. Long Term Debt
On April 13, 1998, the Company amended its senior credit facility pursuant to
the Second Amended and Restated Revolving Credit and Term Loan Agreement (the
"Senior Credit Facility"). Under the Senior Credit Facility funding was
increased under the "Term Loan Facility" from the outstanding balance of $31,795
to $41,794 and a new $7,000 purchase money facility was created. The "Revolving
Credit Facility" remained at $25,000.
On November 12, 1998 the Company refinanced the Senior Credit facility, a Windy
Hill bridge loan facility, Windy Hill Subordinated Notes and its Senior Notes.
See discussion of Subsequent Events in Note 6 below.
On July 24, 1998, the $9,000 Oklahoma Development Finance Authority, Industrial
Development Revenue Bonds, Series 1998 (Doane Products Company Clinton, Oklahoma
Project) (the "Bonds") were issued by the Oklahoma Development Finance
Authority. The net proceeds of the issuance were loaned to the Company to
finance the Company's acquisition and construction of a new dry pet food
manufacturing facility in Clinton, Oklahoma. At September 30, 1998 $2,798 were
drawn down by the Company. The Bonds bear interest at the rate of 6.25%, and
accrued interest is payable on each of January 15 and July 15, commencing
January 15, 1999. The Bonds are subject to mandatory redemption prior to
maturity, in part, at a redemption price of 100% of the principal amount
thereof, plus accrued interest to the redemption date, in varying principal
amounts on July 15 of each year from 2018 through 2023. The Bonds are general
obligations of the Company and rank on parity in right of payment with all other
senior indebtedness of the Company. The Bonds are secured by the Clinton,
Oklahoma manufacturing facility and certain related equipment.
The above-referenced Bonds were purchased by the Company's wholly owned
subsidiary, DPC Funding Corp. It is anticipated that DPC Funding Corp. will
attempt to sell the Bonds after information regarding the merger of the Company
and Windy Hill Pet Food Holdings, Inc. ("Windy Hill"), and the associated
refinancing of such companies, is completed. See Subsequent Events below.
4. Adoption of Accounting Standards
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income", which establishes standards
for reporting and display of comprehensive income and its components in a full
set of financial statements. Comprehensive income includes all changes in a
company's equity, including, among other things, foreign currency translation
adjustments, notes receivable from employee stock ownership plans, deferred
gains (losses) on hedging activities, and unrealized gains (losses) on
marketable securities classified as available-for-sale. The Company's total
comprehensive earnings, which consist of foreign currency translation
adjustments, are as follows for the periods presented.
<PAGE> 6
<TABLE>
<CAPTION>
Nine months ended
September 30, 1998
----------
(unaudited)
<S> <C>
Net income applicable to common stock $ 926
Other comprehensive income 472
----------
Total comprehensive income $ 1,398
==========
</TABLE>
5. Business Acquisition
On April 17,1998, the Company purchased 100% of the outstanding stock of Ipes
Iberica, S.A. ("Ipes") for approximately $26,190 (net of cash purchased of
$1,900) and the assumption of indebtedness of $1,900. Ipes is a private label
pet food manufacturer located in Spain with 1997 net sales of $21,100. The
Company financed the Ipes acquisition through non-recourse borrowings in Spain
for $21,300 of the purchase price and borrowings under the Company's Senior
Credit Facility for the remainder.
On August 3, 1998, Doane Products Company's parent, DPC Acquisition Corp.
("DPCAC"), acquired Windy Hill Pet Food Holdings, Inc. ("Holdings"), the parent
company of Windy Hill Pet Food Company, Inc. ("Windy Hill"), for approximately
1,600 shares of common stock of DPCAC and the assumption of approximately
$183,500 of indebtedness. On November 12, 1998, DPCAC contributed the shares of
Windy Hill to the Company and Windy Hill was immediately merged with and into
the Company, which subsequently changed its name to Doane Pet Care Company and
is the surviving entity after the merger.
Both acquisitions were accounted for under the purchase method of accounting.
Accordingly, acquired assets and assumed liabilities were recorded at their
estimated fair values, which resulted in goodwill of approximately $13,800
and $21,282 for the acquisition of Ipes and Windy Hill, respectively.
Goodwill is being amortized over 40 years.
Had the acquisitions taken place on January 1, 1998, the Company's unaudited pro
forma net sales, income before income taxes, and net income for the nine months
ended September 30, 1998 would have been as follows:
<TABLE>
<CAPTION>
Nine months ended
September 30, 1998
------------
(unaudited)
<S> <C>
Net sales $ 639,854
Income before income taxes 6,136
Net income 4,091
</TABLE>
6. Subsequent Event
Concurrent with the Windy Hill merger transaction discussed in Note 5, the
Company refinanced its capital structure with a series of transactions (the
"Transactions") which included the following:
o An offer to exchange to certain institutional investors (the "Exchange
Offer") for its 9 3/4% Senior Subordinated Notes due 2007 (the
"Exchange Notes") the 9 3/4% Senior Subordinated Notes due 2007 of
Windy Hill (the "Windy Hill Notes") and a limited amount of the
outstanding 10 5/8% Senior Notes due 2006 of the Company;
<PAGE> 7
o An offer to purchase (the "Doane Offer to Purchase") for cash all
outstanding 10 5/8% Senior Notes due 2006 of the Company (the "Doane
Notes");
o An offer to purchase (the "Change of Control Offer") for cash all
outstanding Windy Hill Notes due to a change in control of Windy Hill;
o Establishment by the Company of a bridge facility (the "Bridge Notes")
providing for up to $120,000 of financing for the purchase of Windy
Hill Notes pursuant to the Change of Control Offer, of which $47,324
was drawn on October 15, 1998;
o The establishment by the Company of a new $345,000 credit facility (the
"New Credit Facility") providing for $245,000 of term loan borrowings
and $100,000 of revolving loan borrowings of which $292,000 in
aggregate principal amount was drawn at the closing of the
Transactions;
o Obtaining the consent of the holders of 14.25% Senior Exchangeable
Preferred Stock due 2007 of the Company to the merger of Windy Hill
into the Company.
The primary uses of the securities issued in and the funds provided by, the
Transactions included:
o The repurchase of Windy Hill Notes pursuant to the Change of Control
Offer;
o The repurchase of Doane Notes pursuant to the Doane Offer to Purchase;
o The exchange of Windy Hill Notes and a limited amount of Doane Notes
into $150,000 of Exchange Notes pursuant to the Exchange Offer;
o The repayment of $95,779 in aggregate principal amounts outstanding
under the existing credit facilities of the Company and or Windy Hill;
o The repayment of $47,324 in principal amounts outstanding under the
Bridge Notes;
o The dividend by the Company to DPCAC of $13,449 for the
repayment of all of the outstanding principal amount and accrued
interest on convertible subordinated promissory notes of Holdings;
o The repayment of approximately $7,600 in accrued interest on all
retired debt,
o The payment of approximately $33,128 in prepayment premiums and
discounts related to the Doane Offer to Purchase, the Change of
Control Offer and the Exchange Offer;
o The payment of approximately $8,770 of advisory, legal, consent and
other fees and expenses related to the Transactions.
7. Capital Contributions
The Company received capital contributions of $1,347 from DPCAC, its parent
company, during the nine-month period ended September 30, 1998.
On November 12, 1998, Holdings was liquidated and DPCAC contributed the shares
of Windy Hill to the Company, which included $170,400 of the indebtedness
assumed by DPCAC in connection with the acquisition of Holdings. (See note 5).
8. Commitments and Contingencies
The Company is party, in the ordinary course of business, to certain claims and
litigation. In management's opinion, the resolution of such matters is not
expected to have a material impact on the financial condition or results of
operations of the Company.
On October 30, 1998 the Company initiated a product recall for certain dry dog
food manufactured at its Temple, Texas plant. The recall covers dry dog food
manufactured at its Temple plant between July 1 and August 31 and does not
apply to other plants or the Company's dry cat food, biscuits, treats or canned
products.
The recall resulted from reported sickness and death of dogs in the State of
Texas. These conditions were attributed to elevated aflatoxins in corn which is
an
<PAGE> 8
ingredient in dry dog food. Aflatoxins are compounds produced from certain
kinds of crop molds which can be caused by extreme weather conditions such as
drought and heat. Doane has an extensive corn testing program for the detection
of aflatoxins and that program has been intensified since the problems were
reported.
The Company maintains insurance against losses from illness or death of animals;
however, the cost of the product recall is not covered by insurance. The Company
is currently unable to estimate the cost of the recall. However, based on the
isolated nature of the incident, it does not believe that the recall will have a
material impact on the Company's financial condition or results of operations.
9. Non-recurring transition expense
Transition related expenses represent non-recurring costs incurred in connection
with the merger and integration of Windy Hill with the Company. These costs
include compensation for transitional personnel, severance and bonus expense,
relocation expenses, recruiting and training expenses, systems conversion and
other unique transition expenses.
