EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (this "Amendment") to the Company's
Quarterly Report on Form 10-Q amends Item 1 and Item 6 for the quarterly period
ended December 31, 1997 and is being filed only for the following purposes:
Item 1. Financial Statements
- ------- --------------------
Statements of Operations for the Three and Six Months ended December
31, 1997 is amended to reflect "Net Planters Other Income" of $1.4
million as income from operations.
Item 6. Exhibits and Reports on Form 8-K
- ------- ---------------------------------
Add as Exhibit 27 an updated Financial Data Schedule
For purposes of clarity the entire 10-Q is being filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to its report to be
signed on its behalf by the undersigned, thereunto duly authorized.
LINCOLN SNACKS COMPANY
(Registrant)
By: /s/ Hendrik J. Hartong III
--------------------------
Hendrik J. Hartong
President and Chief Executive Officer;
Director
(Principal Executive Officer)
By: /s/ Kristine A. Crabs
-----------------------------
Kristine A. Crabs
Vice President - Chief Financial
Officer, Treasurer and Secretary
(Principal Financial Officer
and Principal Accounting Officer)
Dated: May 21, 1999
<PAGE>
LINCOLN SNACKS COMPANY
INDEX TO FORM 10-Q
PAGE
----
Part I. FINANCIAL INFORMATION
----------------------
Item 1. FINANCIAL STATEMENTS
Balance Sheets as of December 31, 1997
and June 30, 1997 3-4
Statements of Operations for the
three months ended December 31, 1997
and December 31, 1996 5
Statements of Operations for the
six months ended December 31, 1997
and December 31, 1996 6
Statements of Changes in Stockholders'
Equity for the six months ended
December 31, 1997 and December 31, 1996 7
Statements of Cash Flows for the
six months ended December 31, 1997
and December 31, 1996 8
Notes to Financial Statements 9-11
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 12-15
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK 15
Part II. OTHER INFORMATION
-----------------
Item 1. LEGAL PROCEEDINGS 16
Item 2. CHANGES IN SECURITIES 16
Item 3. DEFAULTS UPON SENIOR SECURITIES 16
Item 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 16
Item 5. OTHER INFORMATION 16
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 16-17
SIGNATURES 18
- 2 -
<PAGE>
LINCOLN SNACKS COMPANY
BALANCE SHEETS
ASSETS
AS OF DECEMBER 31, 1997 AND JUNE 30, 1997
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
------------ ------------
ASSETS (Unaudited)
CURRENT ASSETS:
<S> <C> <C>
Cash $ 3,915,642 $ 1,606,357
Accounts receivable (net of allowance
for doubtful accounts and cash discounts
of $287,341 and $237,778 respectively) 3,503,771 1,951,937
Inventories 1,516,631 1,680,253
Prepaid and other current assets 44,152 29,023
------------ ------------
Total current assets 8,980,196 5,267,570
PROPERTY, PLANT AND EQUIPMENT:
Land 370,000 370,000
Building and leasehold improvements 1,757,026 1,526,705
Machinery and equipment 4,760,746 4,800,284
Construction in process 187,866 122,319
------------ ------------
7,075,638 6,819,308
Less: accumulated depreciation
and amortization (2,543,439) (2,263,689)
------------ ------------
4,532,199 4,555,619
INTANGIBLE AND OTHER ASSETS,
net of accumulated amortization of
$737,039 and $667,111 3,396,443 3,466,371
------------ ------------
TOTAL ASSETS $ 16,908,838 $ 13,289,560
============ ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
- 3 -
<PAGE>
LINCOLN SNACKS COMPANY
BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
AS OF DECEMBER 31, 1997 AND JUNE 30, 1997
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
------------ -----------
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
CURRENT LIABILITIES:
<S> <C> <C>
Accounts payable $ 1,175,385 $ 1,357,170
Accrued expenses 1,197,910 1,178,601
Accrued trade promotions 1,676,641 675,585
Deferred gain-short term 13,434 13,434
------------ -----------
Total current liabilities 4,063,370 3,224,790
Deferred Gain 109,323 115,784
------------ -----------
TOTAL LIABILITIES 4,172,693 3,340,574
COMMITMENTS
STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value,
20,000,000 shares authorized,
6,450,090 shares issued at
December 31, 1997 and June 30, 1997 64,501 64,501
Special stock, $0.01 par value, 300,000
shares authorized, none outstanding 0 0
Additional paid-in capital 18,010,637 18,010,637
Accumulated deficit ( 5,312,967) ( 8,100,126)
Less: cost of common stock in
treasury 118,300 shares (26,026) (26,026)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 12,736,145 9,948,986
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 16,908,838 $ 13,289,560
============ ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
- 4 -
<PAGE>
LINCOLN SNACKS COMPANY
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
1997 1996
----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
NET SALES $ 7,131,550 $ 7,247,136
COST OF SALES 3,808,023 4,578,677
----------- -----------
Gross profit 3,323,527 2,668,459
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 2,435,336 1,956,938
NET PLANTERS OTHER INCOME (1,376,000) 0
----------- -----------
Income from operations 2,264,191 711,521
Interest (Income) Expense (22,939) 42,151
Other Expenses 19,441 0
----------- -----------
Income before provision
for income taxes 2,267,689 669,370
PROVISION FOR INCOME TAXES 80,000 10,000
----------- -----------
Net income $ 2,187,689 $ 659,301
=========== ===========
BASIC AND DILUTED
NET INCOME PER SHARE $ 0.35 $ 0.10
=========== ===========
BASIC AND DILUTED
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 6,331,790 6,331,790
=========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
- 5 -
<PAGE>
LINCOLN SNACKS COMPANY
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
1997 1996
------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C>
NET SALES $ 12,871,761 $ 14,115,176
COST OF SALES 7,145,806 9,261,961
------------ ------------
Gross profit 5,725,955 4,853,215
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 4,241,066 3,519,657
NET PLANTERS OTHER INCOME (1,376,000) 0
------------ ------------
Income from operations 2,860,889 1,333,558
Interest (Income) Expense (35,708) 108,493
Other Expenses 19,438 0
------------ ------------
Income before provision
for income taxes 2,877,159 1,225,065
PROVISION FOR INCOME TAXES 90,000 20,000
------------ ------------
Net income $ 2,787,159 $ 1,205,065
============ ============
BASIC AND DILUTED
NET INCOME PER SHARE $ 0.44 $ 0.19
============ ============
BASIC AND DILUTED
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 6,331,790 6,331,790
============ ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
- 6 -
<PAGE>
LINCOLN SNACKS COMPANY
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Common Special Paid In Accumulated Treasury
Stock Stock Capital Deficit Stock
-------- ------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C>
June 30, 1996 $64,501 $0 $18,010,637 ($ 9,542,721) ($26,026)
Net income 1,205,065
-------- ------- ----------- ------------ --------
December 31,
1996 $64,501 $0 $18,010,637 ($ 8,337,656) ($26,026)
======== ======= =========== ============ ========
June 30, 1997 $64,501 $0 $18,010,637 ($ 8,100,126) ($26,026)
Net income 2,787,159
-------- ------- ----------- ------------ --------
December 31,
1997 $64,501 $0 $18,010,637 ($ 5,312,967) ($26,026)
======== ======= =========== ============ ========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
- 7 -
<PAGE>
LINCOLN SNACKS COMPANY
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
1997 1996
----------- -----------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 2,787,159 $ 1,205,065
Adjustments to reconcile net income
to cash provided by operating activities:
Depreciation and amortization 349,678 429,379
Allowance for doubtful accounts and
cash discounts, net 49,563 43,151
Changes in Assets and Liabilities:
Increase (decrease) in accounts
receivable (1,601,397) 24,055
Increase in inventories 163,622 215,801
Increase (decrease) in prepaid and
other current assets (15,129) 19,178
Increase (decrease) in accounts
payable and accrued expenses 832,119 (939,342)
------------ ------------
Net cash provided by
operating activities 2,565,615 997,287
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (256,330) (93,009)
Proceeds from sale of land 0 369,218
------------ ------------
Net cash provided by (used in)
investing activities (256,330) 276,209
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (repayments) under
revolver, net 0 (556,115)
Repayments under term loan 0 (659,702)
------------ ------------
Net cash used in
financing activities 0 (1,215,817)
------------ ------------
Net increase in cash 2,309,285 57,679
CASH, beginning of period 1,606,357 58,538
------------ ------------
CASH, end of period $ 3,915,642 $ 116,217
============ ============
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Interest paid $ 0 $ 95,898
============ ============
Income taxes paid $ 43,173 $ 11,767
============ ============
</TABLE>
- 8 -
<PAGE>
LINCOLN SNACKS COMPANY
----------------------
NOTES TO FINANCIAL STATEMENTS
------------------------------
DECEMBER 31, 1997
------------------
(Unaudited)
(1) The Company:
------------
Lincoln Snacks Company ("Lincoln" or the "Company"), formerly Lincoln
Foods Inc., is a Delaware corporation and is a majority-owned
subsidiary of Noel Group, Inc. (the "Parent"). Lincoln is engaged in
the manufacture and marketing of caramelized pre-popped popcorn and
glazed popcorn/nut mixes. Sales of the Company's products are subject
to seasonal trends with a significant portion of sales occurring in
the last four months of the calendar year.
(2) Basis of Presentation:
----------------------
The balance sheet as of December 31, 1997, and the related statements
of operations for the three and six months ended December 31, 1997 and
December 31, 1996, changes in stockholders' equity and cash flows for
the three and six months ended December 31, 1997 and December 31,
1996, have been prepared by the Company without audit. In the
opinion of management, all adjustments necessary to present fairly the
financial position, results of operations and cash flows at December
31, 1997 and December 31, 1996 have been made. During the interim
periods reported on, the accounting policies followed are in
conformity with generally accepted accounting principles and are
consistent with those applied for annual periods and described in the
Company's Annual Report on Form 10-K for the twelve months ended June
30, 1997 filed with the Securities and Exchange Commission on
September 15, 1997 (the "Annual Report").
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that these
financial statements be read in conjunction with the financial
statements included in the Annual Report. The results of operations
for the three and six months ending December 31, 1997 and December 31,
1996 are not necessarily indicative of the operating results for the
full year.
(3) New Accounting Pronouncement:
------------------------------
As required, during the interim period ended December 31, 1997, the
Company adopted the provisions of Statement of Financial Accounting
Standards No. 128 ("SFAS No. 128"). This statement establishes
standards for computing and presenting basic and diluted earnings per
share.
Options to purchase 622,550 shares of common stock were outstanding at
December 31, 1997 but were not included in the computation of diluted
earnings per share because the options' exercise price was greater
than the average market price of the common shares.
(4) Credit Facility:
-----------------
The Company has a revolving credit facility, as amended, which
provides for up to $6.0 million in revolver borrowings. No amounts
were outstanding under the revolver as of December 31, 1997. The term
loan facility was extinguished upon the Company's final term loan
payment in fiscal 1997. This facility is collateralized by
substantially all of the Company's assets.
On January 13, 1998 the revolving credit facility was amended reducing
the revolver borrowing to $4.0 million. The amendment reduced the
facility's interest rate and certain bank fees. The amendment, among
other things, allows the Company to acquire other companies or to
repurchase its stock, subject to bank approval.
(5) Inventory:
-----------
Inventory consists of the following:
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
------------ -----------
<S> <C> <C>
Raw materials and supplies $ 1,040,571 $ 1,293,280
Finished goods 476,060 386,973
------------ -----------
$ 1,516,631 $ 1,680,253
============ ===========
</TABLE>
(6) Significant Customer:
----------------------
On July 17, 1995, Planters Company, a unit of Nabisco, Inc.
("Planters"), began exclusively distributing the Company's Fiddle
Faddle and Screaming Yellow Zonkers products (the "Products") pursuant
to a distribution agreement dated June 6, 1995 (the "Distribution
Agreement") for an initial term which was originally scheduled to
expire on June 30, 1997 unless renewed for additional one year
periods. The Distribution Agreement required Planters to purchase an
annual minimum number of equivalent cases of the Products during the
initial term.
On February 28, 1997, the Company and Planters entered into an
amendment to the Distribution Agreement (the "Amendment"), which was
further modified on May 9, 1997 (the "Letter Agreement"), pursuant to
which the exclusive distribution arrangement with respect to the
Company's Fiddle Faddle product was extended for an additional six
month period expiring on December 31, 1997, at which time the
arrangement terminated. Effective January 1, 1998 and May 1, 1997,
Planters ceased, and Lincoln resumed, marketing and distributing the
Company's Fiddle Faddle and Screaming Yellow Zonkers products,
respectively.
The Amendment and Letter Agreement required Planters to purchase a
specified number of manufactured cases of the Products and for
Planters to compensate the Company for the remaining contract minimums
for the twelve month period ended June 30, 1997. The Amendment and
Letter Agreement required Planters to compensate the Company for
contract minimums for the six month period ended December 31, 1997
(six month minimums). Planters has compensated the Company for
contract minimums, which were 24% and 27% less than case sales made to
Planters for the quarter and the six month period ended December 31,
1996, respectively.
The Amendment also required Planters to compensate the Company in the
event that certain sales levels were not achieved during the calendar
year ending December 31, 1997. These sales levels were not achieved
during the calendar year ending December 31, 1997 resulting in
Planters compensating the Company $1.88 million which is partially
offset by approximately $500,000 in non-recurring charges associated
with initial efforts to rebuild the Fiddle Faddle brand ("Net Planters
Other Income").
Although the Amendment contains provisions designed to effect a smooth
transfer of the distribution business back to the Company, there can
be no assurance as to the long term effects of the transition.
In July and October, 1997, the Company entered into five year
Trademark License Agreements with Nabisco, Inc. granting the Company,
subject to the terms of the License Agreements, the right to use,
commencing January 1, 1998, the Planters' trademarks in connection
with the sales and marketing of the Company's Fiddle Faddle products
in the United States and Canada.
Sales to Planters, excluding Net Planters Other Income, represented 9%
and 32% of net sales for the three months ended December 31, 1997 and
1996, respectively; 14% and 41% of net sales for the six months period
ended December 31, 1997 and 1996, respectively. Sales to Planters
during the quarter and the six months period ended December 31, 1997
represented payments, in lieu of manufactured cases, at predetermined
rates which are lower than the rates Planters paid for manufactured
cases. Sales to Planters during the quarter and the six month period
ended December 31, 1996 represented manufactured cases.
- 11 -
<PAGE>
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (UNAUDITED)
- ------- ---------------------------------------------------------------
Results of Operations:
- ----------------------
Introduction
- ------------
The Company's net sales are subject to significant seasonal variation,
consequently, results from operations will fluctuate due to these trends.
The Company's business is seasonal due to customers' buying patterns of
Poppycock and nut products during the traditional holiday season. As a
result, third and fourth calendar quarter sales account for a significant
portion of the Company's annual sales.
On July 17, 1995, Planters Company, a unit of Nabisco, Inc.
("Planters"), began exclusively distributing the Company's Fiddle Faddle and
Screaming Yellow Zonkers products (the "Products") pursuant to a
distribution agreement dated June 6, 1995 (the "Distribution Agreement") for
an initial term which was originally scheduled to expire on June 30, 1997
unless renewed for additional one year periods. The Distribution Agreement
required Planters to purchase an annual minimum number of equivalent cases
of the Products during the initial term.
On February 28, 1997, the Company and Planters entered into an
amendment to the Distribution Agreement (the "Amendment"), which was further
modified on May 9, 1997 (the "Letter Agreement"), pursuant to which the
exclusive distribution arrangement with respect to the Company's Fiddle
Faddle product was extended for an additional six month period expiring on
December 31, 1997, at which time the arrangement terminated. Effective
January 1, 1998 and May 1, 1997, Planters ceased, and Lincoln resumed,
marketing and distributing the Company's Fiddle Faddle and Screaming Yellow
Zonkers products, respectively.
The Amendment and Letter Agreement required Planters to purchase a
specified number of manufactured cases of the Products and for Planters to
compensate the Company for the remaining contract minimums for the twelve
month period ended June 30, 1997. The Amendment and Letter Agreement
required Planters to compensate the Company for contract minimums for the
six month period ended December 31, 1997 (six month minimums). Planters has
compensated the Company for contract minimums, which were 24% and 27% less
than case sales made to Planters for the quarter and the six month period
ended December 31, 1996, respectively.
The Amendment also required Planters to compensate the Company in the
event that certain sales levels were not achieved during the calendar year
ending December 31, 1997. These sales levels were not achieved during the
calendar year ending December 31, 1997 resulting in Planters compensating
the Company $1.88 million which is partially offset by approximately
$500,000 in non-recurring charges associated with initial efforts to rebuild
the Fiddle Faddle brand ("Net Planters Other Income").
Although the Amendment contains provisions designed to effect a smooth
transfer of the distribution business back to the Company, there can be no
assurance as to the long term effects of the transition.
In July and October, 1997, the Company entered into five year
Trademark License Agreements with Nabisco, Inc. granting the Company,
subject to the terms of the License Agreements, the right to use,
commencing January 1, 1998, the Planters' trademarks in connection with the
sales and marketing of the Company's Fiddle Faddle products in the United
States and Canada.
Sales to Planters, excluding Net Planters Other Income, represented 9%
and 32% of net sales for the three months ended December 31, 1997 and 1996,
respectively; 14% and 41% of net sales for the six months period ended
December 31, 1997 and 1996, respectively. Sales to Planters during the
quarter and the six months period ended December 31, 1997 represented
payments, in lieu of manufactured cases, at predetermined rates which are
lower than the rates Planters paid for manufactured cases. Sales to
Planters during the quarter and the six month period ended December 31, 1996
represented manufactured cases.
Three months ended December 31, 1997 versus December 31, 1996
- -------------------------------------------------------------
Overall net sales decreased 2% or $.12 million to $7.13 million for
the quarter ended December 31, 1997 versus $7.25 million in the
corresponding period of 1996. Net sales made by Lincoln of its branded
products and sales related to new copacking business increased 32% versus a
year ago. These increases were offset by decreased Planters sales
attributable to lower minimums and revenue rates versus the prior period.
During the quarter, Planters compensated the Company in lieu of purchasing
manufactured cases, at predetermined rates which are lower than the rates
Planters paid for manufactured cases.
Sales to Planters, excluding Net Planters Other Income, represented 9%
and 32% of net sales for the three months ended December 31, 1997 and 1996,
respectively, due to the reduced six month minimums. Sales to Planters
during the quarter ended December 31, 1997 represented payments, in lieu of
manufactured cases, at predetermined rates which are lower than the rates
Planters paid for manufactured cases. Sales to Planters during the quarter
ended December 31, 1996 represented manufactured cases.
Gross profit increased 25% or $.66 million to $3.32 million for the
quarter ended December 31, 1997 versus $2.67 million in the corresponding
period of 1996. Gross profit increased due to sales increases associated
with Lincoln's branded products and new copacking business coupled with
lower raw material costs which were partially offset by decreased Planters
gross profits resulting from decreased case volume.
Selling, general and administrative expenses increased 24% or $.48
million to $2.44 million in the quarter ended December 31, 1997 versus $1.96
million the same period in 1996. These expenses increased during this
period primarily due to increased consumer promotions.
Net Planters Other Income of $1.38 million represents Planters
compensation of $1.88 million to the Company for failing to achieve certain
sales levels during the calendar year ending December 31, 1997 which was
partially offset by approximately $.50 million in non-recurring charges
associated with initial efforts to rebuild the Fiddle Faddle brand.
The increase in gross profit coupled with Net Planters Other Income
and the decrease in interest expense was partially offset by the increase in
selling, general and administrative expenses and resulted in an increase in
the net income of $1.53 million to $2.19 million for the quarter ended
December 31, 1997 versus $.66 million in the corresponding period in 1996.
Six months ended December 31, 1997 versus December 31, 1996
- ------------------------------------------------------------
Overall net sales decreased 9% or $1.24 million to $12.87 million for
the six months ended December 31, 1997 versus $14.12 million in the
corresponding period of 1996. Net sales made by Lincoln of its branded
products and sales related to new copacking business increased 31% versus a
year ago. These increases were offset by decreased Planters sales
attributable to lower minimums and revenue rates versus the prior period.
During the six months ended December 31, 1997, Planters compensated the
Company, in lieu of purchasing manufactured cases, at predetermined rates
which are lower than the rates Planters paid for manufactured cases.
Sales to Planters, excluding Net Planters Other Income, represented
14% and 41% of net sales for the six months ended December 31, 1997 and
1996, respectively, due to the reduced six month minimums. Sales to
Planters during the six months period ended December 31, 1997 represented
payments, in lieu of manufactured cases, at predetermined rates which are
lower than the rates Planters paid for manufactured cases. Sales to
Planters during the six months period ended December 31, 1996 represented
manufactured cases.
Gross profit increased 18% or $.87 million to $5.73 million for the
six months ended December 31, 1997 versus $4.85 million in the corresponding
period of 1996. Gross profit increased due to sales increases associated
with Lincoln's branded products and new copacking business coupled with
lower raw material costs which were partially offset by decreased Planters
gross profits resulting from decreased case volume.
Selling, general and administrative expenses increased 20% or $.72
million to $4.24 million for the six months ended December 31, 1997 versus
$3.52 million the same period in 1996. These expenses increased during this
period primarily due to increased consumer promotions.
Net Planters Other Income of $1.38 million represents Planters
compensation of $1.88 million to the Company for failing to achieve certain
sales levels during the calendar year ending December 31, 1997 which was
partially offset by approximately $.50 million in non-recurring charges
associated with initial efforts to rebuild the Fiddle Faddle brand.
The increase in gross profit coupled with Net Planters Other Income
and the decrease in interest expense was partially offset by the increase in
selling, general and administrative expenses and resulted in an increase in
the net income of $1.58 million to $2.79 million for the six months ended
December 31, 1997 versus $1.21 million in the corresponding period in 1996.
Liquidity and Capital Resources
- -------------------------------
As of December 31, 1997, the Company had working capital of $4.92
million compared to a working capital of $2.04 million at June 30, 1997 (the
Company's fiscal year end), an increase in working capital of $2.87 million.
The increase in working capital is primarily attributable to the Company's
net profit of $2.79 million for the six months ended December 31, 1997.
The Company currently meets its short-term liquidity needs from its
revolving credit facility which facility is secured by a first priority,
perfected security interest in substantially all of the Company's existing
and after-acquired assets. The Company presently believes that this
facility is adequate to meet its needs for the next twelve months.
Management continues to focus on increasing product distribution and
continues to review all operating costs with the objective of increasing
profitability and ensuring future liquidity. However, there can be no
assurance that any of these objectives will be achieved in future periods.
Although the Amendment contains provisions designed to effect a smooth
transfer of the distribution of the Fiddle Faddle business back to the
Company, there can be no assurance as to the long term effects of the
transition.
The Company's short term liquidity is affected by seasonal increases
in inventory and accounts receivable levels, payment terms in excess of 60
days granted in some situations during certain months of the year, and
seasonality of sales. Inventory and accounts receivable levels increase
substantially during the latter part of the third calendar quarter and
during the remainder of the calendar year.
<TABLE>
<CAPTION>
Six Months Ended
--------------------------------
December 31, December 31,
1997 1996
------------- -------------
(in thousands)
<S> <C> <C>
Net cash provided by operating
activities $ 2,566 $ 997
Net cash provided by (used in)
investing activities (256) 276
Net cash used in financing activities 0 (1,216)
</TABLE>
Net cash provided by operating activities increased to $2.57 million
during the six months ended December 31, 1997 compared to $1.0 million in
1996. The increase is primarily due to an increase in net income of $1.58
million for the six months ended December 31, 1997 versus December 31, 1996.
The increase in cash provided from increased net income is partially offset
by an increase in accounts receivable due to the timing of sales coupled
with an increase in accounts payable due to the timing of expenses.
Net cash used in investing activities of $.26 million for the six
months ended December 31, 1997 represents capital expenditures. Net cash
provided by investing activities of $.28 million during the six months ended
December 31, 1996 represents proceeds from the sale of land and is partially
offset by capital expenditures.
No cash was used in or provided by financing activities for the six
months ended December 31, 1997. Net cash used in financing activities for
the period ended December 31, 1996 was $1.2 million, which consisted of
revolver repayments under its credit agreement of $.56 million and term loan
repayments of $.66 million.
ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
- ------- ----------------------------------------------------------
Not Applicable.
- 15 -
<PAGE>
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings Not Applicable
-----------------
Item 2. Changes in Securities Not Applicable
---------------------
Item 3. Defaults Upon Senior Securities Not Applicable
-------------------------------
Item 4. Submission of Matters
to a Vote of Security Holders
-----------------------------
The Annual Meeting of the Shareholders of the Registrant was
held on November 20, 1997, pursuant to notice, at which meeting
the following persons were elected directors of the Registrant
to hold office until the next Annual Meeting of Stockholders and
until their respective successors are duly elected and
qualified, and who received the number of votes indicated
opposite their names:
<TABLE>
<CAPTION>
NAME: NUMBER OF VOTES FOR: NUMBER OF VOTES WITHHELD:
---------------- -------------------- -------------------------
<S> <C> <C>
Karen Brenner 5,923,613 15,600
C. Larry Davis 5,932,713 6,500
Alexander P. Lynch 5,932,713 6,500
James G. Niven 5,932,713 6,500
</TABLE>
Item 5. Other Information Not Applicable
-----------------
Item 6. Exhibits and Reports on Form 8-K
---------------------------------
a Exhibits
(2) Not Applicable
(3) Articles of Incorporation and By-Laws
(a) Certificate of Incorporation, as amended and
as currently in effect (Incorporated by
reference to Exhibit 3(A), filed by the
Company with the Registration Statement on
Form S-1 (33-71432)).
(b) By-Laws as currently in effect (Incorporated
by reference to Exhibit 3(B) filed by the
Company with the Registration Statement on
Form S-1 (33-71432)).
(4) Not Applicable
(10) (a) Amendment No. 8 dated January 13, 1998 To
Revolving Credit, Term Loan and Security
Agreement (Incorporated by reference to
Exhibit 10(A) filed by the Company with the
Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 1997).
(11) Statement regarding computation of per share
earnings is not required because the relevant
computation can be determined from the material
contained in the Financial Statements included
herein.
(15) Not Applicable
(18) Not Applicable
(19) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Not Applicable
(27) Financial Data Schedule
(99) Not Applicable
b Reports on Form 8-K Not Applicable
- 17 -
<PAGE>
SIGNATURE
-----------
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.
February 10, 1998 Lincoln Snacks Company
(Registrant)
By: /s/Karen Brenner
--------------------------------
Name: Karen Brenner
Title: Chairman of the Board and
Chief Executive Officer; Director
(Principal Executive Officer)
By: /s/Kristine A. Crabs
--------------------------------
Name: Kristine A. Crabs
Title: Vice President and Chief Financial
Officer, Secretary and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
- 18 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information
extracted from Lincoln Snacks Company financial statements
and is qualified in its entirety by reference to such
financial statements.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> DEC-31-1997
<CASH> 3,915,642
<SECURITIES> 0
<RECEIVABLES> 3,791,112
<ALLOWANCES> 287,341
<INVENTORY> 1,516,631
<CURRENT-ASSETS> 8,980,196
<PP&E> 7,075,638
<DEPRECIATION> 2,543,439
<TOTAL-ASSETS> 16,908,838
<CURRENT-LIABILITIES> 4,063,370
<BONDS> 0
0
0
<COMMON> 64,501
<OTHER-SE> 12,671,644
<TOTAL-LIABILITY-AND-EQUITY> 16,908,838
<SALES> 12,871,761
<TOTAL-REVENUES> 12,871,761
<CGS> 7,145,806
<TOTAL-COSTS> 7,145,806
<OTHER-EXPENSES> 2,865,066
<LOSS-PROVISION> 37,000
<INTEREST-EXPENSE> (35,708)
<INCOME-PRETAX> 2,877,159
<INCOME-TAX> 90,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,787,159 <F1>
<EPS-BASIC> .44
<EPS-DILUTED> .44
<FN>
<F1> Net income includes $1,376,000 of Net Planters Other Income, see
financial statements.
</FN>
</TABLE>
