SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-23048
LINCOLN SNACKS COMPANY
(exact name of registrant as specified in its charter)
Delaware 47-0758569
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
30 Buxton Farm Road, Stamford, Connecticut 06905
(Address of principal executive offices) (zip code)
(Registrant's telephone number, including area code) (203) 329-4545
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
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
------- -------
The number of shares of the issuer's Common Stock, $.01 par value, outstanding
on February 6, 2001 was 6,331,790 shares.
LINCOLN SNACKS COMPANY
INDEX TO FORM 10-Q
PAGE
----
Part I. FINANCIAL INFORMATION
---------------------
Item 1. FINANCIAL STATEMENTS
Balance Sheets as of December 31, 2000
and June 30, 2000 3-4
Statements of Operations for the
three months ended December 31, 2000
and December 31, 1999 5
Statements of Operations for the
six months ended December 31, 2000
and December 31, 1999 6
Statements of Changes in Stockholders'
Equity for the six months ended
December 31, 2000 and December 31, 1999 7
Statements of Cash Flows for the
six months ended December 31, 2000
and December 31, 1999 8
Notes to Financial Statements 9-12
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 13-15
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
SIGNATURES 17
- 2 -
LINCOLN SNACKS COMPANY
BALANCE SHEETS
ASSETS
AS OF DECEMBER 31, 2000 AND JUNE 30, 2000
December 31, June 30,
2000 2000
------------ ------------
ASSETS (Unaudited)
CURRENT ASSETS:
Cash ..................................... $ 10,578,803 $ 9,731,679
Accounts receivable (net of allowance
for doubtful accounts and cash discounts
of $433,843 and $396,326, respectively) .. 3,938,342 1,527,740
Inventories .............................. 1,732,839 2,522,311
Prepaid and other current assets ......... 58,200 946
------------ ------------
Total current assets ....................... 16,308,184 13,782,676
PROPERTY, PLANT AND EQUIPMENT:
Land ..................................... 370,000 370,000
Building and leasehold improvements ...... 1,792,352 1,792,352
Machinery and equipment .................. 4,856,937 4,856,937
Construction in process .................. 942,603 507,848
------------ ------------
7,961,892 7,527,137
Less: accumulated depreciation
and amortization ........................ (4,134,815) (3,797,491)
------------ ------------
3,827,077 3,729,646
INTANGIBLE AND OTHER ASSETS,
(net of accumulated amortization of
$1,247,154 and $1,135,522, respectively) ... 3,441,616 3,388,735
------------ ------------
TOTAL ASSETS ............................... $ 23,576,877 $ 20,901,057
============ ============
The accompanying notes to financial statements
are an integral part of these balance sheets.
- 3 -
LINCOLN SNACKS COMPANY
BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
AS OF DECEMBER 31, 2000 AND JUNE 30, 2000
December 31, June 30,
2000 2000
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
CURRENT LIABILITIES:
Accounts payable ......................... $ 706,216 $ 770,851
Accrued expenses ......................... 1,843,275 1,741,319
Accrued trade promotions ................. 2,679,067 1,988,394
Deferred gain-short term ................. 13,434 13,434
Short Term Debt .......................... 5,000,000 --
------------ ------------
Total current liabilities .................. 10,241,992 4,513,998
LONG TERM DEBT ............................. -- 5,000,000
Deferred Gain .............................. 70,558 77,019
------------ ------------
TOTAL LIABILITIES .......................... 10,312,550 9,591,017
------------ ------------
COMMITMENTS
STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value,
20,000,000 shares authorized,
6,450,090 shares issued at
December 31, 2000 and June 30, 2000 ..... 64,501 64,501
Special stock, $0.01 par value, 300,000
shares authorized, none outstanding ..... -- --
Additional paid-in capital ............... 18,010,637 18,010,637
Accumulated deficit ...................... (4,784,785) (6,739,072)
Less: cost of common stock in
treasury 118,300 shares ................. (26,026) (26,026)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY ................. 13,264,327 11,310,040
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY ....................... $ 23,576,877 $ 20,901,057
============ ============
The accompanying notes to financial statements
are an integral part of these balance sheets.
- 4 -
LINCOLN SNACKS COMPANY
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999
2000 1999
----------- -----------
(Unaudited) (Unaudited)
NET SALES ............................. $12,171,898 $ 8,958,884
COST OF SALES ......................... 6,505,158 5,378,967
----------- -----------
Gross profit ........................ 5,666,740 3,579,917
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES ............... 4,436,897 3,025,300
----------- -----------
Income from operations .............. 1,229,843 554,617
Interest income, net .................. 68,933 15,129
Other expenses ........................ -- (17,622)
----------- -----------
Income before provision
for income taxes ................... 1,298,776 552,124
PROVISION FOR INCOME TAXES ............ 101,000 10,000
----------- -----------
Net income .......................... $ 1,197,776 $ 542,124
=========== ===========
BASIC NET INCOME PER SHARE ............ $ 0.19 $ 0.09
=========== ===========
DILUTED NET INCOME PER SHARE .......... $ 0.13 $ 0.06
=========== ===========
Weighted Average Number of
Shares Outstanding
Basic ............................... 6,331,790 6,331,790
=========== ===========
Diluted ............................. 10,089,237 9,982,963
=========== ===========
Theaccompanying notes to financial statements
are an integral part of these statements.
- 5 -
LINCOLN SNACKS COMPANY
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999
2000 1999
------------ ------------
(Unaudited) (Unaudited)
NET SALES ............................. $ 21,359,018 $ 17,128,030
COST OF SALES ......................... 11,611,401 10,456,294
------------ ------------
Gross profit ........................ 9,747,617 6,671,736
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES ............... 7,790,063 5,972,459
------------ ------------
Income from operations .............. 1,957,554 699,277
Interest income, net .................. 129,733 18,031
Other expenses ........................ -- (17,622)
------------ ------------
Income before provision
for income taxes ................... 2,087,287 699,686
PROVISION FOR INCOME TAXES ............ 133,000 20,000
------------ ------------
Net income .......................... $ 1,954,287 $ 679,686
============ ============
BASIC NET INCOME PER SHARE ............ $ 0.31 $ 0.11
============ ============
DILUTED NET INCOME PER SHARE .......... $ 0.21 $ 0.08
============ ============
Weighted Average Number of
Shares Outstanding
Basic ............................... 6,331,790 6,331,790
============ ============
Diluted ............................. 10,093,490 9,990,892
============ ============
Theaccompanying notes to financial statements
are an integral part of these statements.
- 6 -
LINCOLN SNACKS COMPANY
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
Common Special Paid In Accumulated Treasury
Stock Stock Capital Deficit Stock
----------- -------- ----------- ----------- -----------
June 30, 1999 ......... $ 64,501 $ -- $18,010,637 $(7,811,176) $ (26,026)
Net income ............ -- -- -- 679,686 --
----------- -------- ----------- ----------- -----------
December 31,
1999 .................. $ 64,501 $ -- $18,010,637 $(7,131,490) $ (26,026)
=========== ======== =========== =========== ===========
June 30, 2000.......... $ 64,501 -- $18,010,637 $(6,739,072) $ (26,026)
Net income ............ -- -- -- 1,954,287 --
----------- -------- ----------- ----------- -----------
December 31,
2000 .................. $ 64,501 $ -- $18,010,637 $(4,784,785) $ (26,026)
=========== ======== =========== =========== ===========
The accompanying notes to financial statements
are an integral part of these statements.
- 7 -
LINCOLN SNACKS COMPANY
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999
2000 1999
------------ ------------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .................................... $ 1,954,287 $ 679,686
Adjustments to reconcile net income
to cash provided by operating activities:
Depreciation and amortization ............... 448,956 402,467
Allowance for doubtful accounts and
cash discounts, net ........................ 37,517 28,095
Changes in Assets and Liabilities:
(Increase) decrease in accounts
receivable ............................. (2,448,119) 1,321,130
Decrease in inventories ...................... 789,472 351,089
(Increase) in prepaid and
other current assets ................... (46,767) (29,250)
Increase in accounts
payable and accrued expenses .............. 721,533 140,965
------------ ------------
Net cash provided by
operating activities ......................... 1,456,879 2,894,182
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition payment ......................... (175,000) (175,000)
Capital expenditures ........................ (434,755) (199,338)
------------ ------------
Net cash used in investing activities ......... (609,755) (374,338)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES ............ -- --
------------ ------------
Net increase in cash .......................... 847,124 2,519,844
CASH, beginning of period ....................... 9,731,679 6,781,556
------------ ------------
CASH, end of period ............................. $ 10,578,803 $ 9,301,400
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid ................................. $ 151,535 $ 152,370
============ ============
Income taxes paid ............................. $ 36,460 $ 20,630
============ ============
The accompanying notes to financial statements
are an integral part of these statements.
- 8 -
LINCOLN SNACKS COMPANY
----------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 2000
-----------------
(Unaudited)
(1) The Company:
------------
Lincoln Snacks Company ("Lincoln" or the "Company") is a Delaware
corporation and is a majority-owned subsidiary of Brynwood Partners III
L.P. ("Brynwood"). 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, 2000, and the related statements of
operations, changes in stockholders' equity and cash flows for the three
and six months ended December 31, 2000 and December 31, 1999, 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 and for periods ended December 31, 2000 and
December 31, 1999 have been made. During the interim periods presented, 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, 2000 filed with the Securities and Exchange
Commission on September 22, 2000 (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
ended December 31, 2000 and December 31, 1999 are not necessarily
indicative of the operating results for the full year.
(3) Net income per share:
---------------------
The Company follows 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.
Below is a reconciliation of the numerators and denominators of the basic
and diluted earnings per share computations:
- 9 -
Three Months Ended
-----------------------------
December 31, December 31,
2000 1999
----------- -----------
Basic earnings per share weighted
average number of shares outstanding ..... 6,331,790 6,331,790
Dilutive effect:
Stock options ............................ 107,812 1,538
Convertible debt ......................... 3,649,635 3,649,635
----------- -----------
Diluted earnings per share weighted
average number of shares outstanding ..... 10,089,237 9,982,963
=========== ===========
Net income ................................. $ 1,197,776 $ 542,124
Effect of assumed conversion
of convertible debt ...................... 72,000 72,000
----------- -----------
Net income plus assumed
conversion of convertible debt ........... $ 1,269,776 $ 614,124
=========== ===========
Basic earnings per share ................... $ 0.19 $ 0.09
=========== ===========
Diluted earnings per share ................. $ 0.13 $ 0.06
=========== ===========
Six Months Ended
-----------------------------
December 31, December 31,
2000 1999
----------- -----------
Basic earnings per share weighted
average number of shares outstanding ..... 6,331,790 6,331,790
Dilutive effect:
Stock options ............................ 112,065 9,467
Convertible debt ......................... 3,649,635 3,649,635
----------- -----------
Diluted earnings per share weighted
average number of shares outstanding ..... 10,093,490 9,990,892
=========== ===========
Net income ................................. $ 1,954,287 $ 679,686
Effect of assumed conversion
of convertible debt ...................... 144,000 144,000
----------- -----------
Net income plus assumed
conversion of convertible debt ........... $ 2,098,287 $ 823,686
=========== ===========
Basic earnings per share ................... $ 0.31 $ 0.11
=========== ===========
Diluted earnings per share ................. $ 0.21 $ 0.08
=========== ===========
- 10 -
Options to purchase 737,000 shares of common stock were outstanding at
December 31, 2000 and included in the computation of diluted earnings per
share for the three and six months ended December 31, 2000. Additional
options to purchase approximately 187,000 shares of common stock 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. In addition, diluted earnings per share reflect the issuance
of 3,649,635 shares upon the assumed conversion of the Brynwood Debenture
(see Note 5).
Options to purchase approximately 43,000 shares of common stock were
outstanding at December 31, 1999 and included in the computation of diluted
earnings per share for the three and six months ended December 31, 1999.
Additional options to purchase 625,000 shares of common stock 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. In addition, diluted earnings per share reflect the issuance
of 3,649,635 shares upon the assumed conversion of the Brynwood Debenture
(see Note 5).
(4) Debt Facility:
--------------
In April 2000, the Company entered into a three-year revolving credit
facility ("credit facility") which provides for up to $4 million in
revolver borrowings. Borrowings under the credit facility are limited to a
percentage of eligible receivables and inventory. The credit facility bears
interest at prime and has a commitment fee of 0.25% on the unused portion
of the facility. The credit facility is collateralized by substantially all
of the Company's assets. There were no amounts outstanding under the credit
facility at December 31, 2000.
(5) Brynwood Convertible Subordinated Debenture:
--------------------------------------------
On April 1, 1999, the Company executed and delivered a Convertible
Subordinated Debenture (the "Brynwood Debenture") in favor of Brynwood, in
the principal amount of $5,000,000. The Brynwood Debenture bears interest
at the rate of 6% per annum, matures on December 31, 2001 and is
convertible, at the option of Brynwood, for shares of common stock of the
Company at any time after a Convertability Event (as defined in the
Brynwood Debenture). The note is convertible at $1.37 per share into shares
of common stock. Interest is payable quarterly.
(6) Inventory:
----------
Inventory consists of the following:
December 31, June 30,
2000 2000
---------- ----------
Raw materials and supplies ............. $1,026,260 $1,686,028
Finished Goods ......................... 706,579 836,283
---------- ----------
$1,732,839 $2,522,311
========== ==========
- 11 -
(7) Acquisition:
------------
In 1998, the Company acquired certain assets of Iroquois Popcorn Company
("Iroquois"), a private label manufacturer of caramelized popcorn, for
approximately $1,300,000, of which $800,000 was paid in cash and $500,000
in a non-interest bearing note. Additionally the agreement with Iroquois
provided for two contingent payments of $175,000 to be paid on December 31,
1999 and December 31, 2000. The payments were to be paid if the Company
maintained 70% of the sales volume to Iroquois' largest customer during
each twelve-month period respectively. The Company paid the first
contingent payment of $175,000 in December 1999 and the second contingent
payment of $175,000 in December 2000. The payments were accounted for as
additions to the excess of purchase price over net assets acquired and are
being amortized over the remaining life of the asset (originally 10 years).
- 12 -
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, with
results from operations fluctuating due to these trends. This seasonality is due
principally to customers' buying patterns of Poppycock 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.
Three months ended December 31, 2000 versus December 31, 1999
- -------------------------------------------------------------
Overall net sales increased 36% or $3.21 million to $12.17 million for the
three months ended December 31, 2000 versus $8.96 million in the corresponding
period of 1999 due to increased product distribution. Branded sales increased to
91% of net sales versus 83% a year ago.
Gross profit increased $2.09 million to $5.67 million for the three months
ended December 31, 2000 versus $3.58 million in the corresponding period of
1999. The improvement in gross profit is due to an increase in overall net sales
particularly those products with higher gross margins.
Selling, general and administrative expenses increased 47% or $1.41 million
to $4.44 million for the three months ended December 31, 2000 versus $3.03
million for the same period in 1999. The increase is primarily due to variable
selling costs associated with increases in branded sales, increases in consumer
marketing programs and slotting fees for new distribution of branded products.
Interest income, net increased to $.07 million for the three months ended
December 31, 2000 due to higher cash balances and higher interest rates.
Provision for income taxes represents estimated taxes due after giving
effect to the utilization of the Company's NOL carryforwards.
The quarter net income of $1.20 million versus $.54 million in the same
period in 1999 represents an increase in earnings of $.66 million. The
improvement in earnings is attributable to increases in branded sales which were
partially offset by higher marketing costs.
Six months ended December 31, 2000 versus December 31, 1999
- -----------------------------------------------------------
Overall net sales increased 25% or $4.23 million to $21.36 million for the
six months ended December 31, 2000 versus $17.13 million in the corresponding
period of 1999 due to increased product distribution. Branded sales increased to
89% of net sales versus 79% a year ago.
Gross profit increased $3.08 million to $9.75 million for the six months
ended December 31, 2000 versus $6.67 million in the corresponding period of
1999. The improvement in gross profit is due to an increase in overall net sales
particularly those products with higher gross margins.
- 13 -
Selling, general and administrative expenses increased 30% or $1.82 million
to $7.79 million for the six months ended December 31, 2000 versus $5.97 million
for the same period in 1999. The increase is primarily due to variable selling
costs associated with increases in branded sales, increases in consumer
marketing programs and slotting fees for new distribution of branded products.
Interest income, net increased to $.13 million for the six months ended
December 31, 2000 due to higher cash balances and higher interest rates.
Provision for income taxes represents estimated taxes due after giving
effect to the utilization of the Company's NOL carryforwards.
The year to date net income of $1.95 million versus $.68 million in the
same period in 1999 represents an increase in earnings of $1.27 million. The
improvement in earnings is attributable to increases in branded sales which were
partially offset by higher marketing costs.
Liquidity and Capital Resources
- -------------------------------
As of December 31, 2000, the Company had working capital of $6.07 million
compared to a working capital of $9.27 million at June 30, 2000 (the Company's
fiscal year end), a decrease in working capital of $3.20 million. The decrease
in working capital is primarily attributable to the transfer of the Brynwood
Debenture from long term to short term debt based on its maturity date of
December 31, 2001, partially offset by the Company's net income of $1.95
million.
On April 1, 1999, the Company executed and delivered a Convertible
Subordinated Debenture in favor of Brynwood Partners III L.P. in the principal
amount of $5,000,000. The Debenture bears interest at the rate of 6% per annum,
matures on December 31, 2001 and is convertible, at the option of Brynwood, into
shares of Common Stock of the Company at any time after a Convertability Event
(as defined in the Debenture). The note is convertible at $1.37 per share into
shares of common stock.
The Company currently meets its short-term liquidity needs from its cash on
hand. The Company also has a revolving credit facility which is secured by a
first priority, perfected security interest in substantially all of the
Company's existing and after-acquired assets. There were no amounts outstanding
under the revolving credit facility as of December 31, 2000.
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.
The Company's short-term liquidity is affected by seasonal increases in
inventory and accounts receivable levels, 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.
As of July 1, 2000, the Company has approximately $2.4 million in NOL
carryforwards. A valuation allowance has been recorded due to the uncertainty of
realizing certain loss carryforwards and other deferred tax assets because of
the Company's brief operating history and limitations on the ability to use the
carryforwards resulting from Brynwood's purchase in 1998.
- 14 -
The following chart represents the net funds provided by or used in
operating, financing and investment activities for each period as indicated:
Six Months Ended
-------------------------
December 31, December 31,
2000 1999
----------- ----------
(in thousands)
Net cash provided by operating activities ....... $ 1,457 $ 2,894
Net cash used in investing activities ........... (610) (374)
Net cash used in financing activities ........... -- --
Net cash provided by operating activities decreased $1.44 million to cash
provided of $1.46 million during the six months ended December 31, 2000 compared
to cash provided of $2.89 million in 1999. The decrease in cash provided by
operating activities is primarily due to the timing of accounts receivable and
inventory increases partially offset by the increase in net income of $ 1.27
million.
Net cash used in investing activities increased $.24 million to $.61
million for the six months ended December 31, 2000 compared to the same period
in 1999. Net cash used in investing activities for both periods represents
capital expenditures and payments under the short term note related to the
Iroquois acquisition.
New Accounting Pronouncements Not Yet Effective
- -----------------------------------------------
In July 2000, the Financial Accounting Standards Board's Emerging Issues
Task Force (EITF) reached a consensus on Issue No. 00-14, "Accounting for
Certain Sales Incentives." This issue addresses the recognition, measurement,
and income statement classification for various types of sales incentives
including discounts, coupons, rebates and free products. The Company will adopt
this consensus in the fourth quarter of 2001. While the impact of this consensus
on the Company's financial statements is still being evaluated, it is expected
to only impact revenue and expense classifications and not change reported net
income.
Forward Looking Statement
- -------------------------
This Quarterly Report on Form 10-Q contains, in addition to historical
information, certain forward-looking statements regarding future financial
condition and results of operations. The words "expect," "estimate,"
"anticipate," "predict," "believe," and similar expressions are intended to
identify forward-looking statements. Such statements involve certain risks and
uncertainties. Should one or more of these risks or uncertainties materialize,
actual outcomes may vary materially from those indicated.
ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
- ------- ---------------------------------------------------------
Not Applicable.
- 15 -
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 Stockholders of the Registrant was held on
November 30, 2000, 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:
NUMBER ABSTENTIONS
NUMBER OF OF VOTES AND BROKER
NAME: VOTES FOR: WITHHELD: NON-VOTES:
----- ---------- --------- ----------
John T. Gray 5,967,224 200 NONE
Hendrik J. Hartong, Jr. 5,967,224 200 NONE
Hendrik J. Hartong III 5,967,224 200 NONE
C. Alan MacDonald 5,967,224 200 NONE
Ian B. MacTaggart 5,967,124 300 NONE
Robert Zwartendijk 5,967,124 300 NONE
Item 5. Other Information Not Applicable
-----------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a Exhibits
(27) Financial Data Schedule
b Reports on Form 8-K Not Applicable
- 16 -
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 7, 2001 Lincoln Snacks Company
(Registrant)
By: /s/Hendrik J. Hartong III
------------------------------------
Name: Hendrik J. Hartong III
Title: President and Chief Executive Officer;
Director (Principal Executive Officer)
By: /s/Joanne W. Prier
------------------------------------
Name: Joanne W. Prier
Title: Vice President and Chief Financial
Officer, Secretary and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
- 17 -