<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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 24, 1994
OR
_______ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-14190
DREYER'S GRAND ICE CREAM, INC.
(Exact name of registrant as specified in its charter)
Delaware No. 94-2967523
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No).
5929 College Avenue, Oakland, California 94618
(Address of principal executive offices) (Zip Code)
(510) 652-8187
(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 issuer's classes of
common stock as of the latest practicable date.
<TABLE>
<CAPTION>
Shares Outstanding
November 4, 1994
----------------
<S> <C> <C>
Common stock, $1.00 par value 14,700,619
</TABLE>
<PAGE> 2
DREYER'S GRAND ICE CREAM, INC.
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
DREYER'S GRAND ICE CREAM, INC.
CONSOLIDATED BALANCE SHEET
September 24, December 25,
1994 1993
------------- ------------
(unaudited)
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 4,644,000 $ 2,532,000
Trade accounts receivable, net of
allowance for doubtful accounts of
$510,000 in 1994 and $535,000 in 1993 69,336,000 46,293,000
Other accounts receivable 7,236,000 5,326,000
Inventories 35,312,000 27,817,000
Prepaid expenses and other 5,675,000 8,256,000
------------ ------------
Total current assets 122,203,000 90,224,000
Property, plant and equipment, net 156,005,000 142,275,000
Goodwill and distribution rights, net of
accumulated amortization of $9,699,000
in 1994 and $7,572,000 in 1993 86,401,000 72,988,000
Other assets 17,453,000 16,788,000
------------ ------------
Total assets $382,062,000 $322,275,000
============ ============
</TABLE>
See accompanying Notes to Consolidated Financial Statements
2
<PAGE> 3
<TABLE>
<CAPTION>
DREYER'S GRAND ICE CREAM, INC.
CONSOLIDATED BALANCE SHEET
September 24, December 25,
1994 1993
------------- ------------
(unaudited)
<S> <C> <C>
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued liabilities $ 42,589,000 $ 21,893,000
Accrued payroll and employee benefits 12,998,000 9,249,000
Current portion of long-term debt 4,775,000 1,685,000
------------ ------------
Total current liabilities 60,362,000 32,827,000
Long-term debt, less current portion 34,175,000 38,875,000
Convertible subordinated debentures 100,752,000 100,752,000
Deferred income 103,000 174,000
Deferred income taxes 27,901,000 26,613,000
------------ ------------
Total liabilities 223,293,000 199,241,000
------------ ------------
Commitments and contingencies
Stockholders' Equity:
Preferred stock, $1 par value -
10,000,000 shares authorized; no shares
issued or outstanding in 1994 and 1993
Common stock, $1 par value -
30,000,000 shares authorized; 14,886,000
shares and 14,671,000 shares issued and
outstanding in 1994 and 1993, respectively 14,886,000 14,671,000
Capital in excess of par 95,016,000 59,145,000
Retained earnings 48,867,000 49,218,000
------------ ------------
Total stockholders' equity 158,769,000 123,034,000
------------ ------------
Total liabilities and stockholders' equity $382,062,000 $322,275,000
============ ============
</TABLE>
See accompanying Notes to Consolidated Financial Statements
3
<PAGE> 4
DREYER'S GRAND ICE CREAM, INC.
CONSOLIDATED STATEMENT OF INCOME
(unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
-------------------------------- ---------------------------------
Sep. 24, 1994 Sep. 25, 1993 Sep. 24, 1994 Sep. 25, 1993
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Net sales $168,704,000 $140,066,000 $428,432,000 $365,869,000
Other income 838,000 430,000 1,520,000 870,000
------------ ------------ ------------ ------------
169,542,000 140,496,000 429,952,000 366,739,000
------------ ------------ ------------ ------------
Costs and expenses:
Cost of goods sold 123,646,000 102,566,000 322,057,000 274,781,000
Selling, general and
administrative 39,881,000 23,925,000 97,007,000 60,170,000
Interest, net of interest
capitalized 2,322,000 2,131,000 6,955,000 5,617,000
------------ ------------ ------------ ------------
165,849,000 128,622,000 426,019,000 340,568,000
------------ ------------ ------------ ------------
Income before income taxes 3,693,000 11,874,000 3,933,000 26,171,000
Income taxes (1,433,000) (5,267,000) (1,526,000) (10,571,000)
------------- ------------ ------------ ------------
Net income $ 2,260,000 $ 6,607,000 $ 2,407,000 $ 15,600,000
============ ============ ============ ============
Net income per share:
Primary $ .15 $ .45 $ .16 $ 1.07
============ ============ ============ ============
Fully diluted $ .15 $ .43 $ .16 $ 1.05
============ ============ ============ ============
Dividends per share $ .06 $ .06 $ .18 $ .18
============ ============ ============ ============
</TABLE>
See accompanying Notes to Consolidated Financial Statements
4
<PAGE> 5
<TABLE>
<CAPTION>
DREYER'S GRAND ICE CREAM, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
Common Stock
---------------------------- Capital in Retained
Shares Amount Excess of Par Earnings Total
---------- ----------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Balance at December 25, 1993 14,671,000 $14,671,000 $59,145,000 $49,218,000 $123,034,000
Net income 2,407,000 2,407,000
Cash dividends declared (2,758,000) (2,758,000)
Common stock and warrants
issued to an affiliate of
Nestle USA, Inc. 3,000,000 3,000,000 99,496,000 102,496,000
Repurchases of common stock (2,931,000) (2,931,000) (65,574,000) (68,505,000)
Employee stock plans and other 146,000 146,000 1,949,000 2,095,000
---------- ----------- ----------- ----------- ------------
Balance at September 24, 1994 14,886,000 $14,886,000 $95,016,000 $48,867,000 $158,769,000
========== =========== =========== =========== ============
Balance at December 26, 1992 14,563,000 $14,563,000 $56,329,000 $36,677,000 $107,569,000
Net income 15,600,000 15,600,000
Cash dividends declared (2,632,000) (2,632,000)
Employee stock plans and other 82,000 82,000 1,123,000 (358,000) 847,000
Common stock issued as
contingent payment in
acquisition of
Cervelli Distributors, Inc. 18,000 18,000 501,000 519,000
---------- ----------- ----------- ----------- ------------
Balance at September 25, 1993 14,663,000 $14,663,000 $57,953,000 $49,287,000 $121,903,000
========== =========== =========== =========== ============
</TABLE>
See accompanying Notes to Consolidated Financial Statements
5
<PAGE> 6
<TABLE>
<CAPTION>
DREYER'S GRAND ICE CREAM, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
Thirty-Nine Weeks Ended
----------------------------------------
September 24, September 25,
1994 1993
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,407,000 $15,600,000
Adjustments to reconcile net income to cash provided from operations:
Depreciation and amortization 13,168,000 10,831,000
Deferred income taxes 1,288,000 2,962,000
Deferred income (71,000) (71,000)
Changes in assets and liabilities, net of amounts acquired:
Trade accounts receivable (23,043,000) (15,522,000)
Other accounts receivable (1,910,000) (4,055,000)
Inventories (7,495,000) (2,900,000)
Prepaid expenses and other 2,581,000 3,537,000
Accounts payable and accrued liabilities 20,679,000 3,717,000
Accrued payroll and employee benefits 3,749,000 2,123,000
Income taxes payable 2,363,000
----------- -----------
11,353,000 18,585,000
----------- -----------
Cash flows from investing activities:
Acquisition of property, plant and equipment (23,872,000) (25,637,000)
Retirement of property, plant and equipment 688,000 362,000
Increase in goodwill and distribution rights (15,540,000) (4,571,000)
Increase in other assets, net (2,252,000) (1,549,000)
----------- -----------
(40,976,000) (31,395,000)
----------- -----------
Cash flows from financing activities:
Decrease in short-term bank borrowings (23,400,000) (29,000,000)
Increase in short-term bank borrowings 23,400,000
Proceeds from long-term debt 51,800,000
Reductions in long-term debt (1,610,000) (108,898,000)
Proceeds from convertible subordinated debentures 100,752,000
Cash dividends paid (2,741,000) (2,627,000)
Net proceeds from issuance of common stock under Nestle
Agreement 102,496,000
Repurchases of common stock (68,505,000)
Issuance of common stock under employee stock plans 2,095,000 847,000
----------- -----------
31,735,000 12,874,000
----------- -----------
Increase in cash and cash equivalents 2,112,000 64,000
Cash and cash equivalents, beginning of period 2,532,000 606,000
----------- -----------
Cash and cash equivalents, end of period $ 4,644,000 $ 670,000
=========== ===========
Supplemental Cash Flow Information - cash paid during the year for:
Interest (net of amounts capitalized) $ 7,539,000 $ 6,189,000
Income taxes (net of refunds) 237,000 4,289,000
</TABLE>
See accompanying Notes to Consolidated Financial Statements
6
<PAGE> 7
DREYER'S GRAND ICE CREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - General:
Dreyer's Grand Ice Cream, Inc. and its subsidiaries (the "Company") is a
single segment industry company engaged in the business of manufacturing and
distributing premium ice cream and other frozen dairy products.
The consolidated financial statements for the thirteen and thirty-nine week
periods ended September 24, 1994 and September 25, 1993, have not been audited
by independent public accountants, but include all adjustments, consisting of
normal recurring accruals, which management considers necessary for a fair
presentation of the consolidated operating results for the periods. 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 disclosure 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 aforementioned statements should be read in
conjunction with the Company's Annual Report to Stockholders for the year ended
December 25, 1993.
NOTE 2 - Financial Statement Presentation:
Certain reclassifications have been made to the prior period financial
statements in order to conform to the current presentation.
NOTE 3 - Inventories:
Inventories are stated at the lower of cost (determined by the first-in,
first-out method) or market. Inventories at September 24, 1994 and December
25, 1993 consisted of the following (in thousands):
<TABLE>
<CAPTION>
September 24, December 25,
1994 1993
-------------------- --------------------
<S> <C> <C>
Raw materials $ 4,058 $ 2,050
Finished goods 31,254 25,767
-------- --------
$ 35,312 $ 27,817
======== ========
</TABLE>
7
<PAGE> 8
NOTE 4 - Net Income Per Share:
Net income per common share is computed using the weighted average number of
shares of common stock outstanding during the period. Shares used in the
computation were as follows:
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
-------------------------------- ------------------------------
Sep. 24, 1994 Sep. 25, 1993 Sep. 24, 1994 Sep. 25, 1993
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Primary 15,444,000 14,631,000 14,840,000 14,607,000
Fully diluted 15,444,000 17,624,000 14,840,000 15,731,000
</TABLE>
The potentially dilutive effect of the convertible subordinated debentures and
other common stock equivalents was anti-dilutive for the thirteen and
thirty-nine week periods ended September 24, 1994. Accordingly, fully diluted
net income per share presented is equivalent to primary net income per share.
NOTE 5 - Goodwill and Distribution Rights:
On January 4, 1994, the Company entered into a long-term distribution
agreement with Sunbelt Distributors, Inc. ("Sunbelt"), the leading independent
direct-store-delivery ice cream distributor in Texas. Under the agreement, the
Company paid Sunbelt $10,970,000 in cash to secure the long-term exclusive
right to have its products distributed by Sunbelt in Texas and certain parts of
Louisiana and Arkansas. In conjunction with this transaction, the Company
recorded $11,321,000 in distribution rights, including $351,000 in transaction
costs.
NOTE 6 - Common Stock
On June 14, 1994, the Company completed a transaction (the "Nestle
Agreement") with an affiliate of Nestle USA, Inc. ("Nestle"), whereby Nestle
purchased three million newly issued shares of common stock of the Company for
$32 per share and warrants to purchase an additional two million shares at an
exercise price of $32 per share. Warrants for one million shares will expire on
June 14, 1997 and warrants for the other million shares will expire on June 14,
1999. Nestle paid an aggregate of $10,000,000 for the two million warrants.
Total proceeds from the issuance of the initial three million shares and the
two million warrants was $106,000,000. In connection with the Nestle Agreement,
the Company incurred transaction costs of $3,504,000 which were recorded as a
charge against capital in excess of par.
The Company has the right to cause Nestle to exercise the warrants at $24 per
share subject to certain conditions at any time before June 14, 1997. The
Company also has the right to cause Nestle to exercise the warrants at any time
through the warrant expiration dates at $32 per share if the average trading
price of the common stock exceeds $60 during a 130 trading day period, subject
to certain conditions. Furthermore, before June 14, 1999, if the average
trading price of the common stock equals or exceeds $60 during a 130 trading
day period, Nestle will be required to pay an additional $2 for each share
purchased.
In addition to the Nestle Agreement, the Company entered into a distribution
agreement with Nestle Ice Cream Company to distribute Nestle's frozen novelty
and ice cream products in certain markets beginning in 1995.
8
<PAGE> 9
During the first three quarters of 1994, the Company repurchased and retired
2,891,000 shares of its common stock at prices ranging from $21.38 to $25.63
under a newly authorized plan to repurchase up to 5 million shares through open
market purchases and negotiated transactions. In addition, the Company
repurchased and retired 40,000 shares of its common stock at prices ranging
from $22.00 to $28.69 from employees who previously acquired shares under
employee stock plans. In connection with these repurchases, the Company charged
the excess over par value for shares repurchased to capital in excess of par
rather than the previous practice of charging to retained earnings. The
practice commenced in the third quarter of 1994, retroactive to the beginning
of fiscal year 1994.
NOTE 7 - Subsequent Event:
Subsequent to quarter end, the Company repurchased and retired 184,000
shares of its common stock at prices ranging from $25.13 to $25.75 under the
newly authorized plan. (See Note 6.)
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following table sets forth for the periods indicated the percent which
the items in the Consolidated Statement of Income bear to net sales and the
percentage change of such items compared to the indicated prior period:
<TABLE>
<CAPTION>
Period-to-Period
Percentage of Net Sales Increase (Decrease)
----------------------- --------------------
Thirteen Thirty-Nine
Thirteen Weeks Ended Thirty-Nine Weeks Ended Weeks Weeks
-------------------- ----------------------- 1994 1994
Sep. 24, Sep. 25, Sep. 24, Sep. 25, Compared Compared
1994 1993 1994 1993 to 1993 to 1993
--------------------- ------------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues
Net sales 100.0% 100.0% 100.0% 100.0% 20.4% 17.1%
Other income 0.5 0.3 0.3 0.2 94.9 74.7
----- ----- ----- -----
Total revenue 100.5 100.3 100.3 100.2 20.7 17.2
----- ----- ----- -----
Costs and expenses:
Costs of goods sold 73.3 73.2 75.2 75.1 20.6 17.2
Selling, general and
administrative 23.6 17.1 22.6 16.4 66.7 61.2
Interest, net of
interest capitalized 1.4 1.5 1.6 1.5 9.0 23.8
----- ----- ----- -----
Total costs and expenses 98.3 91.8 99.4 93.0 28.9 25.1
----- ----- ----- -----
Income before income taxes 2.2 8.5 0.9 7.2 (68.9) (85.0)
Income taxes (0.9) (3.8) (0.3) (2.9) (72.8) (85.0)
----- ----- ----- -----
Net income 1.3 4.7 0.6 4.3 (65.8) (84.6)
===== ===== ====== ======
</TABLE>
10
<PAGE> 11
RESULTS OF OPERATIONS
Thirteen Weeks Ended September 24, 1994 Compared with Thirteen Weeks Ended
September 25, 1993
Consolidated net sales for the third quarter of 1994 increased 20% to
$168,704,000 compared with $140,066,000 for the same period last year. Sales
of the Company's brands increased 21% and represented 65% of consolidated net
sales in the third quarter of both 1994 and 1993. The increase related
primarily to higher unit sales of the Company's established brands in all
markets, led by Dreyer's and Edy's Frozen Yogurt. To a lesser extent, the
increase related to higher unit sales of Dreyer's and Edy's Novelties (Dreyer's
and Edy's Ice Cream Bars, Tropical Fruit Bars, Yogurt Bars and Grand Cones),
led by the recent market introduction of Grand Cones. The effect of price
increases for the Company's brands was not significant. Sales of products
purchased from other manufacturers (partner brands) increased 20% and
represented 35% of consolidated net sales in the third quarter of both 1994 and
1993. The effect of price increases for partner brands was not significant.
During the second quarter of 1994, the Company embarked on a five year plan to
accelerate the sales of its Company brands by greatly increasing its consumer
marketing efforts and expanding its distribution system into additional markets
(the "Marketing Plan"). Under this Marketing Plan, the Company will increase
the amount of its spending for advertising and consumer promotion from a level
of approximately $12,000,000 in 1993 to approximately $40,000,000 in 1994, and
plans to spend approximately $50,000,000 annually on these marketing activities
from 1995 through 1998. The Company began selling its Edy's branded products
in the Boston, Charlotte and Albany markets this year, in addition to the
previously announced introduction of Dreyer's line of products into the Houston
market. The Company anticipates that the Marketing Plan will continue to
materially reduce earnings during the next twelve to twenty-four month period
below levels that would have been attained under the former business plan. The
potential benefits of the new strategy are increased market share and future
earnings above those levels that would be attained in the absence of the
strategy. Dreyer's believes that these benefits are not likely to impact the
Company's results until 1996 at the earliest. No assurance can be given that
the anticipated benefits of the strategy will be achieved. The success of the
strategy will depend upon, among other things, consumer responsiveness to the
Marketing Plan, competitors' activities, and general economic conditions.
Cost of goods sold increased $21,080,000 or 21% over the third quarter of 1993,
while the overall gross margin decreased slightly from 26.8% in the third
quarter of 1993 to 26.7% in the third quarter of 1994.
Selling, general and administrative expenses in the third quarter of 1994
increased $15,956,000 or 67% as compared to the same period of 1993. This
increase related primarily to an increase in overall marketing expenses of
$15,490,000. Included in the Company's overall marketing expenses was
$17,288,000 for advertising and consumer promotion costs associated with the
Company's previously announced Marketing Plan.
Interest expense was $191,000 or 9% higher in the third quarter of 1994 as
compared with the same period in 1993, due primarily to the higher interest
rate of the convertible subordinated debentures issued in the third quarter of
1993.
11
<PAGE> 12
Income taxes decreased $3,834,000 reflecting substantially lower taxable income
and a lower effective tax rate of 38.8% in the third quarter of 1994 as
compared to an effective tax rate of 44.4% in 1993. The higher effective rate
in 1993 resulted primarily from the retroactive federal tax rate increase
recorded in the third quarter of 1993.
Thirty-Nine Weeks Ended September 24, 1994 Compared With Thirty-Nine Weeks
Ended September 25, 1993
Consolidated net sales for the thirty-nine weeks ended September 24, 1994
increased 17% to $428,432,000 compared with $365,869,000 for the same period
last year. Sales of the Company's brands increased 21% and represented 65% of
consolidated net sales as compared with 63% in the third quarter of 1993. The
increase related primarily to higher unit sales of the Company's established
brands in all markets, led by Dreyer's and Edy's Frozen Yogurt and, to a lesser
extent, higher unit sales of Dreyer's and Edy's Novelties, led by the recent
market introduction of Grand Cones. The effect of price increases for the
Company's brands was not significant. Sales of partner brands increased 11%,
and represented 35% of consolidated net sales as compared with 37% in the same
period last year. The effect of price increases for partner brands was not
significant.
Cost of goods sold increased $47,276,000 or 17% as compared with 1993, while
the overall gross margin decreased slightly from 24.9% in 1993 to 24.8% in
1994.
Selling, general and administrative expenses in the first three quarters of
1994 increased $36,837,000 or 61% as compared to the same period in 1993. This
increase related primarily to an increase in overall marketing expenses of
$34,922,000. Included in the Company's overall marketing expenses was
$34,923,000 for advertising and consumer promotion costs associated with the
Company's previously announced Marketing Plan.
Interest expense in the first three quarters of 1994 was $1,338,000 or 24%
higher than in the same period in the prior year due primarily to the higher
interest rate of the convertible subordinated debentures issued in the third
quarter of 1993.
Income taxes decreased $9,045,000 reflecting substantially lower taxable income
as well as a lower effective tax rate. The effective tax rate for the first
three quarters of 1994 was 38.8% as compared to 40.4% for the same period in
1993. The higher effective rate in 1993 resulted primarily from the retroactive
federal tax rate increase partially offset by the reversal of federal taxes
provided in prior periods and, to a lesser extent, a lower rate for state
income taxes.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at September 24, 1994 increased $4,444,000 from year end
1993 due primarily to the seasonal increase in trade receivables and
inventories, offset in part by the increase in accounts payable and accrued
liabilities. Cash was provided primarily from the net proceeds from the Nestle
Agreement of $102,496,000. (See Note 6 of Notes to Consolidated Financial
Statements.) This was the primary source used to fund the repurchase of common
stock of $68,505,000, the $23,501,000 increase in property, plant and
equipment, and the $15,540,000 increase in goodwill and distribution rights
resulting primarily from the Sunbelt distribution rights agreement. (See Note 5
of Notes to Consolidated Financial Statements.)
12
<PAGE> 13
On June 14, 1994, the Company completed a transaction with an affiliate of
Nestle USA, Inc., whereby Nestle purchased three million newly issued shares of
common stock of the Company for $32 per share and warrants to purchase an
additional two million shares at an exercise price of $32 per share. Total
proceeds from the issuance of the initial three million shares and the two
million warrants was $106,000,000. (See Note 6 of Notes to Consolidated
Financial Statements.)
The Company repurchased and retired 2,891,000 shares of its common stock at
prices ranging from $21.38 to $25.63 under a newly authorized plan to
repurchase up to 5 million shares through open market purchases and negotiated
transactions. Subsequent to quarter end, the Company repurchased and retired
184,000 shares of its common stock at prices ranging from $25.13 to $25.75
under the newly authorized plan. (See Note 6 of Notes to Consolidated Financial
Statements.)
At September 24, 1994, the Company had $4,644,000 in cash and cash equivalents,
and an unused credit line of $50,000,000.
The Company believes that its cash and cash equivalents, its credit line, its
internally generated cash and financing capacity are adequate to meet
anticipated operating and capital requirements.
13
<PAGE> 14
PART II: OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. No reports on Form 8-K were filed by the Company during the
quarter ending on September 24, 1994.
<TABLE>
<CAPTION>
Exhibit No. Description
- - ----------- -----------
<S> <C>
11 Computation of Net Income Per Common Share
27 Financial Data Schedule
</TABLE>
14
<PAGE> 15
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.
DREYER'S GRAND ICE CREAM, INC.
Dated: November 8, 1994 By:/s/ Paul R. Woodland
--------------------------
Paul R. Woodland
Vice President - Finance and Administration
and Chief Financial Officer
15
<PAGE> 16
EXHIBIT INDEX
11 Computation of Net Income Per Common Share
27 Financial Data Schedule
15A
<PAGE> 1
EXHIBIT 11
<TABLE>
<CAPTION>
DREYER'S GRAND ICE CREAM, INC.
COMPUTATION OF NET INCOME PER COMMON SHARE
(in thousands, except per share amounts)
(unaudited)
Thirteen Weeks Ended Thirty-Nine Weeks Ended
-------------------------------- ------------------------------
Sep. 24, 1994 Sep. 25, 1993 Sep. 24, 1994 Sep. 25, 1993
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
PRIMARY
Net income $ 2,260 $ 6,607 $ 2,407 $15,600
Weighted average number of shares of
common stock outstanding 15,444 14,631 14,840 14,607
-------- ------- ------- -------
Net income per share, as reported $ .15 $ .45 $ .16 $ 1.07
======== ======= ======= =======
Weighted average number of shares of
common stock outstanding 15,444 14,631 14,840 14,607
Common stock equivalent--assumed exercise
of common stock options 90 185 90 175
-------- ------- ------- -------
Weighted average number of shares of
common stock outstanding, including common
stock equivalents 15,534 14,816 14,930 14,782
======== ======= ======= =======
Net income per share $ .15(1) $ .45(1) $ .16(1) $ 1.06(1)
======== ======= ======= =======
FULLY DILUTED
Net income $ 2,260 $ 6,607 $ 2,407 $15,600
Add interest expense on convertible
subordinated debentures issued June 1993,
due June 2006 and amortization of
related issuance costs, net of tax 1,024 973 3,074 973
-------- ------- ------- -------
Adjusted net income $ 3,284 $ 7,580 $ 5,481 $16,573
======== ======= ======= =======
Weighted average number of shares of
common stock outstanding 15,444 14,631 14,840 14,607
Common stock equivalent--assumed exercise
of common stock options 100 185 100 185
Assumed conversion of debentures 2,900 2,804 2,900 934
-------- ------- ------- -------
Adjusted shares 18,444 17,620 17,840 15,726
======== ======= ======= =======
Net income per share $ .18(2) $ .43 $ .31(2) $ 1.05
======== ======= ======= =======
</TABLE>
(1) This calculation is submitted in accordance with Regulation S-K item 601
(b) (11) although it is not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
(2) This calculation is submitted in accordance with Regulation S-K item 601
(b) (11) although it is contrary to APB Opinion No. 15 because it produces
an anti-dilutive effect.
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> QTR-3
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-24-1994
<CASH> 844
<SECURITIES> 3,800
<RECEIVABLES> 69,846
<ALLOWANCES> (510)
<INVENTORY> 35,312
<CURRENT-ASSETS> 122,203
<PP&E> 216,617
<DEPRECIATION> (60,612)
<TOTAL-ASSETS> 382,062
<CURRENT-LIABILITIES> 60,362
<BONDS> 134,927
<COMMON> 14,886
0
0
<OTHER-SE> 143,883
<TOTAL-LIABILITY-AND-EQUITY> 382,062
<SALES> 428,432
<TOTAL-REVENUES> 429,952
<CGS> 322,057
<TOTAL-COSTS> 322,057
<OTHER-EXPENSES> 95,656
<LOSS-PROVISION> 1,351
<INTEREST-EXPENSE> 6,955
<INCOME-PRETAX> 3,933
<INCOME-TAX> 1,526
<INCOME-CONTINUING> 2,407
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,407
<EPS-PRIMARY> .16
<EPS-DILUTED> .16
</TABLE>
