BEN & JERRYS HOMEMADE INC
10-Q, 1996-08-13
ICE CREAM & FROZEN DESSERTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


             QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         For the quarter ended:                      Commission File Number:
                 June 29, 1996                               0-13544


                          BEN & JERRY'S HOMEMADE, INC.
             (Exact name of registrant as specified in its charter)


         VERMONT                            03-0267543
         (State of incorporation)           (I.R.S. Employer Identification No.)



         30 Technology Drive, Suite # 1
         South Burlington, Vermont                            05403
         (Address of principal executive offices)             (Zip code)


         Registrant's telephone number, including area code:

                                    (802) 651-9600


     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 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 classes of common
stock outstanding as of the latest practicable date. 6,353,013 shares of Class A
Common Stock and 901,721  shares of Class B Common Stock  outstanding as of July
26, 1996.

<PAGE>

                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 29, 1996


                                      INDEX



PART I: FINANCIAL INFORMATION                                          PAGE NO.

    Consolidated Condensed Balance Sheets
             June 29, 1996 and December 30, 1995                          1-2

    Consolidated Statements of Income
             Thirteen and twenty-six weeks ended
             June 29, 1996 and July 1, 1995                                3

    Consolidated Statements of Cash Flows
             Twenty-six weeks ended June 29, 1996
             and July 1, 1995                                              4

    Notes to Consolidated Financial Statements                            5-6

    Management's Discussion and Analysis of Financial
    Condition and Results of Operations                                   7-12


PART II: OTHER INFORMATION

    Item 4 - Submission of Matters to a Vote of
           Security Holders                                               13

    Item 6 - Exhibits and Reports on Form 8-K                             14 


SIGNATURES                                                                15







<PAGE>

                          BEN & JERRY'S HOMEMADE, INC.

                            CONDENSED BALANCE SHEETS

                                     ASSETS
                                 (In thousands)

<TABLE>
                                                                                           June 29,             December
                                                                                             1996               30, 1995
                                                                                       -----------------    -----------------
                                                                                         (Unaudited)             (Note)
<S>                                                                                        <C>                  <C>         
Current assets:
      Cash and cash equivalents                                                            $     29,863         $     35,406
      Accounts receivable
        Trade (less allowance of $850 in 1996 and $802 in 1995
         for doubtful accounts)                                                                  18,340               11,660
        Other                                                                                       539                  854
      Inventories                                                                                18,340               12,616
      Deferred income taxes                                                                       3,575                3,599
      Income taxes receivable                                                                     2,845                2,831
      Prepaid expenses                                                                            1,263                1,097


                                                                                       -----------------    -----------------
        Total current assets                                                                     74,765               68,063
                                                                                       -----------------    -----------------

Property, plant and equipment, net                                                               63,240               59,600
Investments                                                                                                            1,000
Other assets                                                                                      2,429                2,411
                                                                                       -----------------    -----------------
Total assets                                                                                $   140,434          $   131,074
                                                                                       =================    =================







        Note: The balance sheet at December 30, 1995 has been derived from the audited financial statements at
        that date but does not include all of the information and footnotes required by generally accepted
        accounting principles for complete financial statements.
        See notes to condensed consolidated financial statements.
</TABLE>
         
                                    - 1 -

<PAGE>
                          BEN & JERRY'S HOMEMADE, INC.

                            CONDENSED BALANCE SHEETS

                       LIABILITIES & STOCKHOLDERS' EQUITY
                        (In thousands except share data)
<TABLE>

                                                                                           June 29,             December
                                                                                             1996               30, 1995
                                                                                       -----------------    -----------------
                                                                                         (Unaudited)             (Note)
<S>                                                                                        <C>                  <C>
Current liabilities:
      Accounts payable and accrued expenses                                                $     21,923         $     16,592
      Current portion of long-term debt and
        obligations under capital leases                                                            404                  448
                                                                                       -----------------    -----------------
      Total current liabilities                                                                  22,327               17,040

Long-term debt and obligations under capital leases                                              31,724               31,977

Deferred income taxes                                                                             4,502                3,526

Stockholders' equity:
      $1.20 noncumulative Class A preferred stock - par value
        $1.00 per share, redeemable at $12.00 per share;
        900 shares authorized, issued and outstanding;
        aggregate preference on voluntary or involuntary
        liquidation - $9                                                                              1                    1
      Class A common stock - $.033 par value; authorized
        20,000,000 shares; issued: 6,349,526 at June 29, 1996
        and 6,330,302 at December 30, 1995                                                          209                  209
      Class B common stock - $.033 par value; authorized
        3,000,000 shares; issued: 903,207 at June 29, 1996 and
        914,325 at December 30, 1995                                                                 30                   30
      Additional paid-in-capital                                                                 48,615               48,521
      Retained earnings                                                                          34,571               31,264
      Cumulative translation adjustment                                                            (165)                (114)
      Treasury stock, at cost: 67,032 Class A and 1,092 Class B
        shares at June 29, 1996 and December 30, 1995                                            (1,380)              (1,380)

                                                                                       -----------------    -----------------
        Total stockholders' equity                                                               81,881               78,531
                                                                                       -----------------    -----------------
                                                                                            $   140,434          $   131,074
                                                                                       =================    =================


        Note: The balance sheet at December 30, 1995 has been derived from the audited financial statements at
        that date but does not include all of the information and footnotes required by generally accepted
        accounting principles for complete financial statements.
        See notes to condensed consolidated financial statements.
</TABLE>

                                     - 2 -

<PAGE>

                          BEN & JERRY'S HOMEMADE, INC.

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                    ( In thousands except per share amounts)



<TABLE>


                                                       For the Thirteen weeks ended         For the Twenty-six weeks ended

                                                        June 29,           July 1,            June 29,           July 1,
                                                          1996               1995               1996               1995
                                                     ----------------  -----------------  -----------------  -----------------
<S>                                                     <C>                <C>                <C>                <C>         
Net sales                                               $     48,043       $     42,936       $     85,932       $     77,141

Cost of sales                                                 31,503             29,440             57,427             53,943
                                                     ----------------  -----------------  -----------------  -----------------

Gross profit                                                  16,540             13,496             28,505             23,198

Selling, general and
     administrative expenses                                  13,252             10,529             23,608             18,793
                                                     ----------------  -----------------  -----------------  -----------------
                                                     

Operating income                                               3,288              2,967              4,897              4,405


 Interest income                                                 453                375                812                732
 Interest expense                                               (485)              (487)            (1,002)              (509)
 Other income (expense)                                         (122)              (124)               628               (372)
                                                     ----------------  -----------------  -----------------  -----------------
                                                                (154)              (236)               438               (149)
                                                     ----------------  -----------------  -----------------  -----------------
                                         


Income before income taxes                                     3,134              2,731              5,335              4,256

Income taxes                                                   1,191              1,078              2,028              1,692
                                                     ----------------  -----------------  -----------------  -----------------

Net income                                              $      1,943       $      1,653       $      3,307       $      2,564
                                                     ================  =================  =================  =================

Weighted average common and common
     equivalent shares outstanding                             7,260              7,224              7,258              7,195

Net income per common share                             $       0.27       $       0.23       $       0.46       $       0.36
</TABLE>



                             See accompanying notes
                                      - 3 -

<PAGE>

                          BEN & JERRY'S HOMEMADE, INC.

                            STATEMENTS OF CASH FLOWS

                         For the Twenty-six weeks ended
                                 (In thousands)
                                   (Unaudited)
<TABLE>

                                                                            June 29,         July 1,
                                                                              1996            1995
                                                                         ---------------  --------------
Operating activities:
<S>                                                                          <C>             <C>       
       Net income                                                            $    3,307      $    2,564
       Adjustments to reconcile net income to net
       cash provided by operating activities:
            Depreciation and amortization                                         3,277           2,314
            Allowance for bad debts                                                  98              40
            Deferred income taxes                                                 1,000             254
            Loss on disposition of assets                                            35              87
       Changes in operating assets and liabilities:
            Accounts receivable                                                  (6,463)        (10,029)
            Inventories                                                          (5,724)         (1,467)
            Prepaid expenses                                                       (166)
            Other assets                                                                            (90)
            Accounts payable and accrued expenses                                 5,307           9,610
            Income taxes payable                                                    (14)          2,852
                                                                         ---------------  --------------
                                                                                          
       Net cash provided by operating activities                                    657           6,135

Investing activities:
       Additions to property, plant and equipment                                (6,871)         (5,486)
       Proceeds from sale of assets                                                  64    
       Changes in other assets                                                     (163)            (80)
       Decrease in investments                                                    1,000           4,000
                                                                         ---------------  --------------
       Net cash used for investing activities                                    (5,970)         (1,566)

Financing activities:
       Repayments of long-term debt and capital leases                             (297)           (349)
       Net proceeds from issuance of common stock                                    94             123
                                                                         ---------------  --------------
       Net cash used for financing activities                                      (203)           (226)

Effect of exchange rate changes on cash                                             (27)              2
                                                                         ---------------  --------------
(Decrease) Increase in cash and cash equivalents                                 (5,543)          4,345

Cash and cash equivalents at beginning of period                                 35,406          20,778
                                                                         ---------------  --------------

Cash and cash equivalents at end of period                                    $  29,863       $  25,123
                                                                         ===============  ==============
</TABLE>

                             See accompanying notes
                                      - 4 -


<PAGE>

                          BEN & JERRY'S HOMEMADE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (All numbers in tables in thousands except per share data)
                                   (Unaudited)

1. BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  statements and with the  instructions  to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating results for the three and six-month periods ended June
29, 1996 are not necessarily  indicative of the results that may be expected for
the  year  ended  December  28,  1996.  For  further  information,  refer to the
financial  statements  and footnotes  thereto  included in the Company's  Annual
Report on Form 10-K for the year ended December 30, 1995.

2. INVENTORIES
                                                  June 29,       December 30,
                                                     1996               1995
                                                     ----               ----

     Ice cream, frozen yogurt and ingredients     $16,834            $11,480
     Paper goods                                      839                674
     Food, beverage and gift items                    667                462
                                                      ---                ---

                                                  $18,340            $12,616
                                                  =======            =======

3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

                                                  June 29,       December 30,
                                                     1996               1995
                                                     ----               ----

     Trade accounts payable                        $5,824            $ 5,068
     Accrued expenses                              10,150              8,101
     Accrued payroll and related costs              1,976              1,749
     Accrued promotional costs                      3,298              1,313
     Accrued marketing costs                          535                185
     Other                                            140                176
                                                      ---                ---

                                                  $21,923            $16,592
                                                  =======            =======

                                       



                                       5
<PAGE>


                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 29, 1996




4. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

Effective  December  31,  1995,  the Company has adopted  Statement of Financial
Accounting  Standards No. 121 ("SFAS  121"),  Accounting  for the  Impairment of
Long-Lived  Assets and for Long- Lived Assets to be Disposed Of, which  requires
impairment  losses to be recorded on the  long-lived  assets used in  operations
when  indicators  are present and the  undiscounted  cash flows  estimated to be
generated by those assets are less than the assets'  carrying  amount.  SFAS 121
also  addresses the  accounting  for  long-lived  assets that are expected to be
disposed of. The adoption of SFAS 121 had no impact on the financial position or
results of operations  of the Company as no  indicators or impairment  currently
exist.

The Company  has  adopted the  disclosure  provisions  of  Financial  Accounting
Standards  No.  123 ("SFAS  123"),  Accounting  and  Disclosure  of  Stock-Based
Compensation.   The  Company  will  continue  to  account  for  its  stock-based
compensation arrangements under the provisions of APB 25, Accounting for Stock
Issued to Employees.



                                       



                                       6
<PAGE>


                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 29, 1996



         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS


Results of Operations
- ---------------------

The following  table sets forth certain items as a percentage of net sales which
are  included  in  the  Company's  Consolidated  Statement  of  Income  and  the
percentage increase (decrease) of such items as compared to the prior period:


<TABLE>

                             Percentage of Net Sales

                                   Thirteen Weeks          Twenty-Six Weeks        Percentage Increase(Decrease)
                                         Ended                  Ended                   1996 Compared to 1995
                                June 29,    July 1,     June 29,     July 1,     Thirteen Weeks    Twenty-Six Weeks
                                    1996       1995         1996        1995             Ended               Ended
<S>                               <C>        <C>          <C>         <C>                 <C>                 <C>
     Net sales                    100.0%     100.0%       100.0%      100.0%              11.9%               11.4%
     Cost of sales                 65.6%      68.6%        66.8%       69.9%               7.0%                6.5%
                                   ----       ----         ----        ----                ---                 --- 
     Gross profit                  34.4%      31.4%        33.2%       30.1%              22.6%               22.9%

     Selling, general and
       administrative expenses     27.6%      24.5%        27.5%       24.4%              25.9%               25.6%
                                   ----       ----         ----        ----               ----                ---- 
     Operating income               6.8%       6.9%         5.7%        5.7%              10.8%               11.2%

     Other income(expense)         -0.3%     - 0.5%         0.5%       -0.2%             -34.7%             -394.6%
                                    ---        ---          ---         ---               ----               ----- 
     Income before income taxes     6.5%       6.4%         6.2%        5.5%              14.8%               25.4%

     Income taxes                   2.5%       2.5%         2.4%        2.2%              10.5%               19.9%
                                    ---        ---          ---         ---               ----                ---- 
     Net Income                     4.0%       3.8%         3.8%        3.3%              17.5%               29.0%
                                    ===        ===          ===         ===               ====                ==== 

</TABLE>

                                       

                                       7
<PAGE>


                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 29, 1996



Thirteen Weeks Ended June 29, 1996 and July 1, 1995
- ---------------------------------------------------

NET SALES

Net sales for the thirteen  weeks ended June 29, 1996  increased  11.9% to $48.0
million compared to $42.9 million for the same period in 1995. Each of the major
product  categories  had modest  increases in unit volume.  The majority of this
increase is attributable to the introduction of the Company's new line of sorbet
pint products in early 1996.

Pint sales  represented 82% of total net sales in the second quarter of 1996 and
1995. Net sales of 2 1/2 gallon bulk containers represented  approximately 8% of
total net sales in the  second  quarter of 1996  compared  to 9% during the same
period in 1995. Net sales of novelty products  accounted for approximately 8% of
total net sales  during  this period in 1996  compared to 7% in 1995.  Net sales
from the Company's retail stores represented 2% of total net sales in the second
quarter of 1996 and 1995.


COST OF SALES AND GROSS PROFIT

Cost of  sales  in the  second  quarter  of 1996  increased  approximately  $2.1
million,  or 7.0% over the same  period in 1995 and  overall  gross  profit as a
percentage  of net sales was 34.4% in the second  quarter of 1996 as compared to
31.4% in the comparable period last year.

The  higher  gross  profit  percentage  in  the  second  quarter  resulted  from
improvements in manufacturing  efficiencies,  production  planning and inventory
management. The improved gross profit also reflects the fact that no product was
manufactured  for the Company  under a copacking  agreement,  by Edy's Grand Ice
Cream,  a subsidiary  of Dreyer's  Grand Ice Cream,  at its plant in Fort Wayne,
Indiana as  compared  to the second  quarter of 1995 when  approximately  20% of
packaged pints were  manufactured at the Edy's plant.  This agreement expired in
September 1995.

The Company has experienced significant increases in dairy prices this year. The
Company has  instituted a 3.6% price  increase for its  packaged  pint  products
effective August 1, 1996 to offset these increased costs. If the trend of rising
dairy prices  continues,  there is the possibility  that these costs will not be
passed on to consumers which will negatively impact future gross profit margins.
See Risk Factors in the "Forward-Looking Statements" section.







                                       8
<PAGE>


                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 29, 1996



SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased 25.9% to $13.3 million in
the  second  quarter  of 1996 from $10.5  million  for the same  period in 1995.
Selling,  general  and  administrative  expenses  were 27.6% of net sales in the
second quarter of 1996 as compared to 24.5% for the comparable period last year.
This increase is attributed to increased sales and marketing  expenses  relating
to the launch of the new sorbet  line  introduced  in February  1996,  operating
expenses relating to the Company's continued  international expansion in Europe,
and expenses  relating to additional hires primarily in the production  planning
and inventory management areas.

OTHER INCOME (EXPENSE)

Interest income  increased  $78,000 in the second quarter of 1996 as compared to
the same period in the prior year . This  increase was  primarily  due to higher
interest rates on investment  securities.  Interest expense remained flat in the
second quarter of 1996 as compared to the same period in the prior year.


INCOME TAXES

Income taxes increased  approximately  $113,000 primarily due to the increase in
income  offset.  The  Company  anticipates  an  effective  rate of 38.0% in 1996
compared to an effective annual rate of 36.8% in the prior year. The increase in
the effective tax rate reflects lower income tax credits in 1996.



NET INCOME

As a  result  of the  foregoing,  net  income  for the  second  quarter  of 1996
increased  17.5% to $1.9 million from $1.7  million,  for the second  quarter of
1995. Net income was 4.0% of net sales in the second quarter of 1996 compared to
3.8% in 1995.  Net  income per share  increased  17.4% to $.27 per share for the
second  quarter of 1996 as compared  to $.23 per share in the second  quarter of
1995.








                                       9
<PAGE>


                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 29, 1996



Twenty-six Weeks Ended June 29, 1996 and July 1, 1995
- -----------------------------------------------------

NET SALES

Net sales for the twenty-six  weeks ended June 29, 1996 increased 11.4% to $85.9
million compared to $77.1 million for the same period in 1995. Each of the major
product categories had modest increases in unit volume. This volume increase was
combined  with an  increase in the price of pints sold to  distributors  by 3.7%
effective in March,  1995. The majority of this increase is  attributable to the
introduction of the Company's new line of sorbet pint products in early 1996.


Pint sales represented 85% of total net sales in the first half of 1996 compared
to 86% for this  period  in 1995.  Net  sales of 2 1/2  gallon  bulk  containers
represented  approximately  7% of total net  sales  for this  period in 1996 and
1995. Net sales of novelties  accounted for  approximately 6% of total net sales
during the first half of 1996  compared to 5% for the same  period in 1995.  Net
sales from the Company's retail stores  represented 2% of total net sales in the
first half of 1996 and 1995.

COST OF SALES AND GROSS PROFIT

Cost of sales in the first half of 1996 increased  approximately $3.5 million or
6.5% over the same period in 1995 and overall  gross profit as a  percentage  of
net sales was 33.2% in 1996 as  compared to 30.1% for the  comparable  period in
1995.  The higher  gross profit  percentage  in the first half of 1996 is due to
improved inventory management and improved production efficiencies. The improved
gross  profit also  reflects the fact that no product was  manufactured  for the
Company under a copacking  agreement  which expired in September  1995, by Edy's
Grand Ice Cream, a subsidiary of Dreyer's Grand Ice Cream,  at its plant in Fort
Wayne,  Indiana.  In the first half of 1995  approximately  23% of the  packaged
pints manufactured by the Company were produced by Edy's.

The Company has experienced significant increases in dairy prices this year. The
Company has  instituted a 3.6% price  increase for its  packaged  pint  products
effective August 1, 1996 to offset these increased costs. If the trend of rising
dairy prices  continues,  there is the possibility  that these costs will not be
passed on to consumers which will negatively impact future gross profit margins.
See Risk Factors in the "Forward-Looking Statements" section.







                                       10
<PAGE>


                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 29, 1996



SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and  administrative  expenses increased 25.6% to $23.6 million
for the first six months of 1996 from $18.8 million for the same period in 1995.
Selling,  general and  administrative  expenses  were 27.5% of net sales for the
first six months of 1996 as compared to 24.4% for the same period
last year. This increase is attributed to increased sales and marketing expenses
relating  to the launch of the new sorbet  line  introduced  in  February  1996,
operating expenses relating to the Company's continued  international  expansion
in Europe and expenses  relating to additional hires primarily in the production
planning and inventory management areas.


OTHER INCOME (EXPENSE)

Interest income  increased  $80,000 for the first six months of 1996 as compared
to the same period in the prior year . This increase was primarily due to higher
interest rates on investment securities. Interest expense increased $493,000 for
the first six months 1996 as compared to the same period in the prior year. This
increase was primarily due to the  capitalization  of interest in the prior year
as part of the cost of the new plant currently under construction in St. Albans,
Vermont.


INCOME TAXES

Income taxes  increased  $336,000  primarily  reflecting  the increase in income
offset.  The Company  anticipates an effective rate of 38.0% in 1996 compared to
an  effective  annual  rate of 36.8% in the  prior  year.  The  increase  in the
effective tax rate reflects lower income tax credits in 1996.

NET INCOME

As a result of the  foregoing,  net income for the first half of 1996  increased
29% to $3.3 million  from $2.6  million for the same period in 1995.  Net income
was 3.8% of net sales in the first  half of 1996  compared  to 3.3% for the same
period in 1995.  Net  income per share  increased  28% to $.46 per share for the
first half of 1996 as compared to $.36 per share for the same period in 1995.

Liquidity And Capital Resources
- -------------------------------

The Company's working capital at June 29, 1996 was  approximately  $52.4 million
as compared to $51.0  million at December 30, 1995.  This $1.4 million  increase
resulted  from  changes in the  components  of  working  capital:  increases  in
accounts receivable and inventories,  partially offset by a decrease in cash and
cash equivalents and increased accounts payable and accrued expenses. As of June
29, 1996 the Company had $29.9 million of cash and cash equivalents,  a decrease
of $5.5 million since  December 30, 1995. Net cash provided by operations in the
first  half of 1996  was  $657,000.  Approximately  $6.9  million  was  used for
additions to property, plant and equipment,  primarily for equipment upgrades in
Waterbury  and  Springfield,   and  leasehold   improvements  at  the  Company's
headquarter  offices.  Funds were provided by cash from  operations and cash and
investments available at December 30, 1995.





                                       11
<PAGE>


                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 29, 1996




Since December 30, 1995 trade  receivables,  inventories,  accounts  payable and
accrued  expenses have  increased $6.7 million,  $5.7 million,  and $5.3 million
respectively. These increases reflect the seasonality of the Company's net sales
and  production  requirements.  Inventories  have  also  increased  due  to  the
introduction  of the  new  sorbet  line  of  pint  products,  and  international
expansion.

The Company  anticipates other capital  expenditures in the remainder of 1996 of
approximately  $6.9  million.   Most  of  these  additional   projected  capital
expenditures relate to equipment upgrades in Waterbury and Springfield, computer
related  expenditures,  equipment  enhancements  at the St.  Albans  plant,  and
approximately $1.0 million relating to the installation of a third manufacturing
line at the St. Albans plant.

Management  believes that internally  generated  funds,  cash currently on hand,
investments held in marketable  securities  (pending their use in the business),
and equipment lease financing will be adequate to meet anticipated operating and
capital requirements. The Company has two lines of credit providing an aggregate
of  $20,000,000  with The First National Bank of Boston and Key Bank of Vermont.
These are  unsecured  agreements  providing  for  borrowings  from time to time,
expiring  at  September  29,  1998 and  December  29,  1998,  respectively.  The
agreements  specify interest at the banks' Base Rate or the Eurodollar rate plus
a maximum of 1.25%. As of August 13, 1996,  there have been no borrowings  under
these line of credit agreements.

Management  believes that internally  generated  funds,  cash currently on hand,
investments held in marketable  securities  (pending their use in the business),
and equipment lease financing will be adequate to meet anticipated operating and
capital requirements.

"FORWARD-LOOKING STATEMENTS"

This  section,  as well as other  portions of this  document,  includes  certain
forward-looking statements about the Company's business and new products, sales,
expenditures  and cost  savings,  effective  tax rate and  operating and capital
requirements  and  refinancings.  Any such  statements are subject to risks that
could  cause the actual  results or needs to vary  materially.  These  risks are
discussed in "Risk Factors" in the Company's  Annual Report on Form 10-K for the
year 1995. Additional risk factors are as follows:

Increased  Cost of Raw  Materials  :  Management  believes  that  the  trend  of
increased  dairy costs may continue and it is possible  that at some future date
there is risk that both  margins and  earnings  may not be  protected by pricing
adjustments, cost control programs and productivity gains.





                                       12
<PAGE>
                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 29, 1996




ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company's  1996 Annual  Meeting of  Stockholders  was held on Saturday,
June 22, 1996. The  stockholders  voted to (1) elect ten members of the Board of
Directors  to serve for the next year;  (2) ratify  the  appointment  of Ernst &
Young LLP as the  Company's  independent  auditors  for the fiscal  year  ending
December 28, 1996.

(1)  The tabulation of votes for the nominees for directors were as follows:

                                                  For             Withheld
                                                  ---             --------
     Elizabeth Bankowski                   13,165,990              107,559
     Ben Cohen                             13,166,464              107,085
     Jeffrey Furman                        13,165,891              107,658
     Jerry Greenfield                      13,167,265              106,284
     Jennifer Henderson                    13,164,778              108,771
     Robert Holland, Jr.                   13,163,984              109,565
     John  Katzenbach                      13,165,784              107,765
     Fred Lager                            13,167,116              106,433
     Frederick A. Miller                   13,163,883              109,666
     Henry Morgan                          13,149,696              123,853


(2)  The vote on the  appointment  of the  Company's  independent  auditors  was
     13,221,657 for; 19,720 against; with 32,172 abstaining.







                                       13
<PAGE>


                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 29, 1996



                   ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibit (11) Statement Re: Computation of Per Share Earnings
     Exhibit (27) Financial Data Schedule

(b)  No reports on Form 8-K were filed during the quarter  ended June 29, 1996,
     for which this report is filed.









                                       14
<PAGE>


                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 29, 1996



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this Report to be duly signed on its behalf by the
undersigned  thereunto  duly  authorized,  being  also its  principal  financial
officer.




                                         BEN & JERRY'S HOMEMADE, INC.



DATE:  August 13, 1996                   BY: /s/Frances Rathke
                                         Frances Rathke, Chief Financial Officer
                                         and Secretary/Treasurer











                                       15

<PAGE>



                                                                      EXHIBIT 11


                          BEN & JERRY'S HOMEMADE, INC.
                   COMPUTATION OF NET INCOME PER COMMON SHARE
                     (In thousands except per share amounts)

<TABLE>




                                                          Thirteen weeks ended                    Twenty-six weeks ended
                                                     6/29/96                7/1/95             6/29/96               7/1/95
                                                  ---------------        --------------     ---------------       --------------
<S>                                                       <C>                   <C>                 <C>                  <C>   
Primary:
Average shares outstanding                                 7,185                 7,183               7,184                7,166
Net effect of dilutive stock options -
       based on the treasury stock
       method using average
       market price                                           67                    40                  63                   27
                                                  ---------------        --------------     ---------------       --------------

                                                           7,252                 7,223               7,247                7,193
                                                  ===============        ==============     ===============       ==============
Net Income                                                $1,943                $1,653              $3,307               $2,564
                                                  ===============        ==============     ===============       ==============
Per share amount                                           $0.27                 $0.23               $0.46                $0.36
                                                  ===============        ==============     ===============       ==============


Fully diluted:
Average shares outstanding                                 7,185                 7,183               7,184                7,166
Net effect of dilutive stock options -
       based on the treasury stock
       method using quarter-end
       market price which is greater
       than average market price                              75                    41                  74                   29
                                                  ---------------        --------------     ---------------       --------------

                                                           7,260                 7,224               7,258                7,195
                                                  ===============        ==============     ===============       ==============
Net Income                                                $1,943                $1,653              $3,307               $2,564
                                                  ===============        ==============     ===============       ==============
Per share amount                                           $0.27                 $0.23               $0.46                $0.36
                                                  ===============        ==============     ===============       ==============
</TABLE>


<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     See accompanying notes.
     $ in thousands, except per share data.
</LEGEND>
<MULTIPLIER>                                   1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-28-1996
<PERIOD-START>                             MAR-31-1996
<PERIOD-END>                               JUN-29-1996
<CASH>                                           29863
<SECURITIES>                                         0
<RECEIVABLES>                                    18879
<ALLOWANCES>                                         0
<INVENTORY>                                      18340
<CURRENT-ASSETS>                                 74765
<PP&E>                                           63240
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  140434
<CURRENT-LIABILITIES>                            22327
<BONDS>                                              0
                                0
                                          1
<COMMON>                                           239
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                    140434
<SALES>                                          48043
<TOTAL-REVENUES>                                     0
<CGS>                                            31503
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                   122
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 485
<INCOME-PRETAX>                                   3134
<INCOME-TAX>                                      1191
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1943
<EPS-PRIMARY>                                      .27
<EPS-DILUTED>                                      .27
        

</TABLE>


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