-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ML6fLlng1cWKeIlykb/5GlC6w6EA/H8y8CWgXkzNJwSykFG2YmsH5HkU1aYfEY/E jHAyn4Z4yGAYwE/L75/Uag== 0000950149-98-001422.txt : 19980812 0000950149-98-001422.hdr.sgml : 19980812 ACCESSION NUMBER: 0000950149-98-001422 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980627 FILED AS OF DATE: 19980811 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DREYERS GRAND ICE CREAM INC CENTRAL INDEX KEY: 0000352305 STANDARD INDUSTRIAL CLASSIFICATION: ICE CREAM & FROZEN DESSERTS [2024] IRS NUMBER: 942967523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-14190 FILM NUMBER: 98682267 BUSINESS ADDRESS: STREET 1: 5929 COLLEGE AVE CITY: OAKLAND STATE: CA ZIP: 94618 BUSINESS PHONE: 5106528187 10-Q 1 QUARTERLY REPORT FOR THE PERIOD ENDING 6/27/98 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 27, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-14190 DREYER'S GRAND ICE CREAM, INC. (Exact name of registrant as specified in its charter) Delaware No. 94-2967523 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5929 College Avenue, Oakland, California 94618 (Address of principal executive offices) (Zip Code) (510) 652-8187 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.
Shares Outstanding August 7, 1998 ------------------ Common stock, $1.00 par value 27,219,755
2 DREYER'S GRAND ICE CREAM, INC. PART I: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS DREYER'S GRAND ICE CREAM, INC. CONSOLIDATED BALANCE SHEET
June 27, December 27, 1998 1997 ------------ ------------ ($ in thousands, except per share amounts) (unaudited) Assets Current Assets: Cash and cash equivalents $ 1,683 $ 3,626 Trade accounts receivable, net of allowance for doubtful accounts of $759 in 1998 and $710 in 1997 117,930 82,011 Other accounts receivable 23,721 16,527 Inventories 56,718 49,720 Prepaid expenses and other 13,533 14,416 ------------ ------------ Total current assets 213,585 166,300 Property, plant and equipment, net 241,626 232,826 Goodwill and distribution rights, net 88,611 89,932 Other assets 13,332 13,740 ------------ ------------ Total assets $ 557,154 $ 502,798 ============ ============
See accompanying Notes to Consolidated Financial Statements 2 3 DREYER'S GRAND ICE CREAM, INC. CONSOLIDATED BALANCE SHEET
June 27, December 27, 1998 1997 ------------ ------------ (unaudited) ($ in thousands, except per share amounts) Liabilities and Stockholders' Equity Current Liabilities: Accounts payable and accrued liabilities $ 78,961 $ 57,037 Accrued payroll and employee benefits 15,240 22,323 Current portion of long-term debt 8,364 8,364 ------------ ------------ Total current liabilities 102,565 87,724 Long-term debt, less current portion 206,523 165,913 Deferred income taxes 39,887 40,591 ------------ ------------ Total liabilities 348,975 294,228 ------------ ------------ Commitments and contingencies Redeemable convertible preferred stock, $1 par value - 1,008,000 shares authorized; 1,008,000 shares issued and outstanding in 1998 and 1997 99,443 99,230 ------------ ------------ Stockholders' Equity: Preferred stock, $1 par value - 8,992,000 shares authorized; no shares issued or outstanding in 1998 and 1997 Common stock, $1 par value - 60,000,000 shares authorized; 27,218,000 shares and 27,020,000 shares issued and outstanding in 1998 and 1997, respectively 27,218 27,020 Capital in excess of par 45,300 42,822 Retained earnings 36,218 39,498 ------------ ------------ Total stockholders' equity 108,736 109,340 ------------ ------------ Total liabilities and stockholders' equity $ 557,154 $ 502,798 ============ ============
See accompanying Notes to Consolidated Financial Statements 3 4 DREYER'S GRAND ICE CREAM, INC. CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)
Thirteen Weeks Ended Twenty-Six Weeks Ended ------------------------------- -------------------------------- ($ in thousands, except per share amounts) June 27, 1998 June 28, 1997 June 27, 1998 June 28, 1997 ------------ ------------ ------------ ------------ Revenues: Net sales $ 280,273 $ 271,972 $ 495,355 $ 472,410 Other income 960 593 1,637 997 ------------ ------------ ------------ ------------ 281,233 272,565 496,992 473,407 ------------ ------------ ------------ ------------ Costs and expenses: Cost of goods sold 217,771 212,716 396,739 374,968 Selling, general and administrative 52,668 46,916 96,120 83,100 Interest, net of interest capitalized 3,273 2,743 5,940 5,231 ------------ ------------ ------------ ------------ 273,712 262,375 498,799 463,299 ------------ ------------ ------------ ------------ Income (loss) before income taxes 7,521 10,190 (1,807) 10,108 Income taxes 2,986 4,005 (717) 3,972 ------------ ------------ ------------ ------------ Net income (loss) 4,535 6,185 (1,090) 6,136 Accretion of preferred stock to redemption value 106 106 212 212 Preferred stock dividends 174 1,143 348 2,287 ------------ ------------ ------------ ------------ Net income (loss) applicable to common stock $ 4,255 $ 4,936 $ (1,650) $ 3,637 ============ ============ ============ ============ Net income (loss) per common share: Basic $ .16 $ .18 $ (.06) $ .14 ============ ============ ============ ============ Diluted $ .13 $ .18 $ (.06) $ .13 ============ ============ ============ ============ Dividends per common share $ .03 $ .03 $ .06 $ .06 ============ ============ ============ ============
See accompanying Notes to Consolidated Financial Statements 4 5 DREYER'S GRAND ICE CREAM, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited)
Common Stock -------------------------- Capital in Retained (In thousands) Shares Amount Excess of Par Earnings Total ---------- ---------- ---------- ---------- ---------- Balance at December 28, 1996 13,345 $ 13,345 $ 51,956 $ 38,762 $ 104,063 Net income 6,136 6,136 Accretion of preferred stock to redemption value (212) (212) Preferred stock dividends declared (2,287) (2,287) Common stock dividends declared (1,611) (1,611) Repurchases and retirements of common stock (6) (6) (189) (195) Employee stock plans 104 104 2,696 2,800 ---------- ---------- ---------- ---------- ---------- Balance at June 28, 1997 13,443 $ 13,443 $ 54,463 $ 40,788 $ 108,694 ========== ========== ========== ========== ========== Balance at December 27, 1997 27,020 $ 27,020 $ 42,822 $ 39,498 $ 109,340 Net loss (1,090) (1,090) Accretion of preferred stock to redemption value (212) (212) Preferred stock dividends declared (348) (348) Common stock dividends declared (1,630) (1,630) Repurchases and retirements of common stock (5) (5) (132) (137) Employee stock plans 203 203 2,610 2,813 ---------- ---------- ---------- ---------- ---------- Balance at June 27, 1998 27,218 $ 27,218 $ 45,300 $ 36,218 $ 108,736 ========== ========== ========== ========== ==========
See accompanying Notes to Consolidated Financial Statements 5 6 DREYER'S GRAND ICE CREAM, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
Twenty-Six Weeks Ended ------------------------------- ($ in thousands) June 27, June 28, 1998 1997 ------------ ------------ Cash flows from operating activities: Net (loss) income $ (1,090) $ 6,136 Adjustments to reconcile net (loss) income to cash from operations: Depreciation and amortization 17,311 15,520 Deferred income taxes (195) 1,425 Changes in assets and liabilities, net of amounts acquired: Trade accounts receivable (35,919) (42,875) Other accounts receivable (7,194) (4,262) Inventories (6,998) (14,832) Prepaid expenses and other 374 577 Accounts payable and accrued liabilities 21,913 35,397 Accrued payroll and employee benefits (7,083) 1,197 ------------ ------------ (18,881) (1,717) ------------ ------------ Cash flows from investing activities: Acquisition of property, plant and equipment (24,395) (16,052) Retirement of property, plant and equipment 359 449 Increase in goodwill and distribution rights (304) (96) Increase in other assets (42) (24) ------------ ------------ (24,382) (15,723) ------------ ------------ Cash flows from financing activities: Proceeds from long-term debt 46,600 22,800 Reductions in long-term debt (5,990) (6,707) Issuance of common stock under employee stock plans 2,813 2,800 Repurchases of common stock (137) (195) Cash dividends paid (1,966) (3,892) ------------ ------------ 41,320 14,806 ------------ ------------ Decrease in cash and cash equivalents (1,943) (2,634) Cash and cash equivalents, beginning of period 3,626 4,134 ------------ ------------ Cash and cash equivalents, end of period $ 1,683 $ 1,500 ============ ============ Supplemental Cash Flow Information -- Cash paid (refunded) during the period for: Interest (net of amounts capitalized) $ 5,784 $ 5,147 Income taxes (net of refunds) (100) (2,900)
See accompanying Notes to Consolidated Financial Statements 6 7 DREYER'S GRAND ICE CREAM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - General: Dreyer's Grand Ice Cream, Inc. and its subsidiaries (the Company) is a single segment industry company engaged in the business of manufacturing and distributing premium ice cream and other frozen dessert products to grocery and convenience stores, foodservice accounts and independent distributors in the United States. The consolidated financial statements for the thirteen and twenty-six week periods ended June 27, 1998 and June 28, 1997 have not been audited by independent public accountants, but include all adjustments, such as normal recurring accruals, which management considers necessary for a fair presentation of the consolidated operating results for the periods. The statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosure normally included in financial statements prepared in conformity with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The operating results for interim periods are not necessarily indicative of results to be expected for an entire year. The aforementioned statements should be read in conjunction with the Consolidated Financial Statements for the year ended December 27, 1997, appearing in the Company's 1997 Annual Report to Stockholders. NOTE 2 - Inventories: Inventories are stated at the lower of cost (determined by the first-in, first-out method) or market. Inventories at June 27, 1998 and December 27, 1997 consisted of the following (in thousands):
June 27, December 1998 27, 1997 ------------ ------------ (unaudited) Raw materials $ 7,484 $ 7,411 Finished goods 49,234 42,309 ------------ ------------ $ 56,718 $ 49,720 ============ ============
NOTE 3 - Preoperating Costs: In April 1998, the Accounting Standards Executive Committee issued Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities" (SOP 98-5). SOP 98-5 requires that the cost of start-up activities, including preoperating costs, should be expensed as incurred. This new accounting standard is effective for financial statements for periods beginning after December 15, 1998. The Company currently capitalizes preoperating costs incurred during the construction and start-up of new manufacturing and distribution facilities and amortizes these costs over three years. Upon adoption of SOP 98-5, the Company will expense unamortized preoperating costs in the first quarter of 1999 as a cumulative effect of a change in accounting principle. The Company does not expect the adoption of SOP 98-5 to have a material adverse effect on its financial position. 7 8 NOTE 4 - Net Income (Loss) Per Common Share: Net income (loss) per common share is computed as follows:
Thirteen Weeks Ended Twenty-Six Weeks Ended -------------------------------- --------------------------------- (In thousands, except per share amounts) June 27, 1998 June 28, 1997 June 27, 1998 June 28, 1997 -------------- -------------- -------------- -------------- Net income (loss) applicable to common stock - basic $ 4,255 $ 4,936 $ (1,650) $ 3,637 Add: preferred dividends and accretion 280 -------------- -------------- -------------- -------------- Net income (loss) applicable to common stock - diluted $ 4,535 $ 4,936 $ (1,650) $ 3,637 ============== ============== ============== ============== Weighted average shares outstanding - basic 27,160 26,830 27,100 26,783 Dilutive effect of options 1,630 803 193 Dilutive effect of warrants 677 259 Dilutive effect of preferred stock 5,800 -------------- -------------- -------------- -------------- Weighted average shares outstanding - diluted 35,267 27,892 27,100 26,976 ============== ============== ============== ============== Net income (loss) per common share: Basic $ .16 $ .18 $ (.06) $ .14 ============== ============== ============== ============== Diluted $ .13 $ .18 $ (.06) $ .13 ============== ============== ============== ==============
NOTE 5 - Line of Credit: During the quarter, the Company entered into an agreement to extend the available borrowings under the Company's existing long-term line of credit an additional $25,000,000 to $175,000,000. Additionally, the line of credit agreement was extended an additional year and will expire December 31, 2000. 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table sets forth for the periods indicated the percent which the items in the Consolidated Statement of Operations bear to net sales and the percentage change of such items compared to the indicated prior period:
Period-to-Period Increase (Decrease) Percentage of Net Sales ---------------------- ---------------------------------------------------------- Thirteen Twenty-Six Thirteen Weeks Ended Twenty-Six Weeks Ended Weeks Weeks ------------------------- -------------------------- 1998 1998 June 27, June 28, June 27, June 28, Compared Compared 1998 1997 1998 1997 to 1997 to 1997 -------- -------- -------- -------- -------- -------- Revenues: Net sales 100.0% 100.0% 100.0% 100.0% 3.1% 4.9% Other income 0.3 0.2 0.3 0.2 61.9 64.2 ----- ----- ----- ----- Total revenues 100.3 100.2 100.3 100.2 3.2 5.0 ----- ----- ----- ----- Costs and expenses: Cost of goods sold 77.7 78.2 80.1 79.4 2.4 5.8 Selling, general and administrative 18.8 17.3 19.4 17.6 12.3 15.7 Interest, net of interest capitalized 1.1 1.0 1.2 1.1 19.3 13.6 ----- ----- ----- ----- Total costs and expenses 97.6 96.5 100.7 98.1 4.3 7.7 ----- ----- ----- ----- Income (loss) before income taxes 2.7 3.7 (0.4) 2.1 (26.2) (117.9) ----- ----- ----- ----- Income taxes 1.1 1.5 (0.2) 0.8 (25.4) (118.1) ----- ----- ----- ----- Net income (loss) 1.6 2.2 (0.2) 1.3 (26.7) (117.8) Accretion of preferred stock to redemption value 0.0 0.0 0.0 0.0 0.0 0.0 Preferred stock dividends 0.1 0.4 0.1 0.5 (84.8) (84.8) ----- ----- ----- ----- Net income (loss) applicable to common stock 1.5% 1.8% (0.3)% 0.8% (13.8)% (145.4)% ===== ===== ===== =====
9 10 FORWARD LOOKING STATEMENTS The Company may from time to time make written or oral forward-looking statements. Written forward-looking statements may appear in documents filed with the Securities and Exchange Commission, in press releases, and in reports to stockholders. The Private Securities Litigation Reform Act of 1995 contains a "safe harbor" for forward-looking statements upon which the Company relies in making such disclosures. In accordance with this "safe harbor" provision, we have identified that forward-looking statements are contained in this Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. Also, in connection with this "safe harbor" provision, the Company identifies important factors that could cause the Company's actual results to differ materially from those contained in any forward-looking statement made by or on behalf of the Company. Any such statement is qualified by reference to the cautionary statement set forth below and in the Company's other filings with the Securities and Exchange Commission. RESULTS OF OPERATIONS Strategic Plan The Company embarked on a strategic plan (the Strategic Plan) during the second quarter of 1994 to accelerate the sales of its brand throughout the country. The key elements of this plan are: 1) to build a high margin brand with a leading market share through effective consumer marketing activities, 2) to expand the Company's direct-store-delivery distribution network to national scale and enhance this capability with sophisticated information and logistics systems and 3) to introduce innovative new products. The potential benefits of the Strategic Plan are increased market share and future earnings above those levels that would be attained in the absence of the Strategic Plan. The Company has made significant progress against key elements of the Strategic Plan. This progress has yielded a leading market share in a consolidating industry. The Company's direct-store-delivery system has now reached national scope and includes emerging category management and demand management capabilities. The Company has launched a wide range of new product initiatives including the national roll-outs of Whole Fruit Sorbet, Starbucks(TM) Ice Cream and Dreyer's and Edy's Homemade Ice Cream. However, the Company's profitability has been impacted by extraordinarily high dairy prices that have eroded product margins at a time when the Company was beginning to leverage profitability from these strategic investments. The financial pressure created by these cream prices is likely to continue for the balance of 1998. The Company is currently examining all aspects of its cost structure in order to reduce operating expenses. The Company has also raised wholesale prices in response to the dairy cost increases. The impact of these price increases on consumer demand is uncertain, but the Company anticipates that the pricing actions will provide partial coverage of the impact of dairy costs. The Company believes that the benefits under the Strategic Plan will be realized in future years, although dairy prices and competitive pressures may delay the realization of those benefits. No assurance can be given that the expectations relative to future market share and earnings benefits of the strategy will be achieved. The realization of the benefits will depend upon, among other things, consumer purchase responsiveness to the Company's new products and marketing and promotion programs, competitors' marketing and promotion responses, market conditions affecting the price of the Company's products, commodity costs and efficiencies achieved in manufacturing and distribution operations. Thirteen Weeks ended June 27, 1998 Compared with Thirteen Weeks Ended June 28, 1997 Consolidated net sales for the second quarter of 1998 increased by $8,301,000, or 3%, to $280,273,000 from $271,972,000 for the same period last year. Sales of the Company's branded products increased 3%, or $5,330,000, as a result of higher selling prices and increased gallon sales. Dreyer's and Edy's Homemade Ice Cream and classic Dreyer's and Edy's Grand Ice Cream achieved strong sales increases, offsetting significant sales declines in the Company's "better-for-you" frozen yogurt, sugar free and fat free products. Sales of branded products purchased from other manufacturers (partner brands) increased 3% due to increases in sales of Ben and Jerry's Homemade(R) Superpremium products, partially offset by declines in Healthy Choice(R) Lowfat Ice Cream sales. Sales of partner brands represented 37% of consolidated net sales, relatively unchanged from the same period a year ago. The effect of wholesale price increases for the Company's branded products was approximately 2% between 10 11 these periods, before the effect of increased trade promotion expense. The effect of price increases for partner brands was not significant. Cost of goods sold increased $5,055,000, or 2%, over the second quarter of 1997, while the overall gross margin increased to 22.3% from 21.8%. The gross margin increased due to price increases and a decrease in distribution costs as a percent of sales, partially offset by lower margins on company brands in 1998 caused by higher dairy costs and a shift in the mix of products away from the higher margin "better-for-you" products. Selling, general and administrative expenses in the second quarter of 1998 were $5,752,000, or 12%, higher than in the same period of 1997. This increase related primarily to higher trade promotion expenses in the second quarter of 1998 compared with the same period in 1997. Selling, general and administrative expenses increased to 19% of total sales in 1998 as compared to 17% of total sales in 1997. Interest expense increased $530,000, or 19%, over the second quarter of 1997, due primarily to additional interest expense from higher average borrowings on the Company's line of credit. The income tax provision decreased due to comparatively lower pre-tax income in the second quarter 1998. The effective tax rate increased to 39.7% for the second quarter of 1998 from 39.3% for the second quarter of 1997. Preferred dividends decreased due to the conversion of redeemable convertible preferred stock from Series B to Series A in October 1997. Series A preferred stock earns dividends at a lower rate than Series B. Twenty-Six Weeks ended June 27, 1998 Compared with Twenty-Six Weeks Ended June 28, 1997 Consolidated net sales for the first two quarters of 1998 increased by $22,945,000, or 5%, to $495,355,000 from $472,410,000 for the same period last year. Sales of the Company's branded products were 6%, or $16,662,000, higher than the comparable period in 1997 and accounted for the majority of the overall increase. Dreyer's and Edy's Homemade Ice Cream and classic Dreyer's and Edy's Grand Ice Cream achieved strong sales increases, offsetting significant declines in sales of the Company's "better-for-you" frozen yogurt, sugar free and fat free products. Sales of branded products purchased from other manufacturers (partner brands) increased 3% due to increases in sales of Ben and Jerry's Homemade(R) Superpremium products, partially offset by declines in Healthy Choice(R) Lowfat Ice Cream sales. Sales of partner brands represented 37% of consolidated net sales in both periods. Wholesale prices for the Company's branded products increased 2% between these periods, before the effect of increased trade promotion expense. The effect of price increases for partner brands was not significant. Cost of goods sold increased $21,771,000, or 6%, over the first six months of 1997, while the overall gross margin decreased from 20.6% to 19.9%. The gross margin decreased due to lower margins on company brands in 1998 caused by higher dairy costs and a shift in the mix of products away from the higher margin "better-for-you" products, partially offset by lower distribution costs as a percent of sales and price increases. Selling, general and administrative expenses for the first six months of 1998 were $13,020,000, or 16%, higher than in the same period of 1997. This increase related primarily to higher trade promotion expenses compared with the same period in 1997. Selling, general and administrative expenses increased to 19% of total sales for the first two quarters of 1998 as compared to 18% of total sales for the same period in 1997. Interest expense increased $709,000, or 14%, due primarily to additional interest expense from higher average borrowings on the Company's line of credit. The income tax benefit for the first two quarters of 1998 resulted from a pre-tax loss. The effective tax rate increased to 39.7% for the first two quarters of 1998 from 39.3% for the first two quarters of 1997. Preferred dividends decreased due to the conversion of redeemable convertible preferred stock from Series B to Series A in October 1997. Series A preferred stock earns dividends at a lower rate than Series B. LIQUIDITY AND CAPITAL RESOURCES Working capital at June 27, 1998 increased $32,444,000 from year-end 1997 due primarily to the seasonal increase in trade accounts receivable partially offset by an increase in accounts payable and accrued liabilities. Cash was provided primarily from borrowings on the Company's line of credit and was used to fund a $24,395,000 increase in property, plant and equipment. 11 12 At June 27, 1998, the Company had $1,683,000 in cash and cash equivalents, and an unused credit line of $41,000,000. The Company believes that its credit line, along with its liquid resources, internally generated cash and financing capacity, are adequate to meet anticipated operating and capital requirements. 12 13 PART II: OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 6, 1998, the Company held its 1998 Annual Meeting of Stockholders. A total of 25,848,915 shares (95%) of the outstanding shares were represented at the meeting whether in person or by proxy, including the shares of common stock into which the outstanding shares of Series A Convertible Preferred Stock were convertible on the record date for the meeting. Matters submitted to a vote of securities holders at the meeting were as follows: a. Election of three Class I directors to hold office until the 2001 Annual Meeting of Stockholders or until their successors are elected and qualified; and b. Approving the appointment of Price Waterhouse LLP as independent public accountants for the fiscal year 1998 and thereafter until a successor is appointed. At the Annual Meeting, Jan L. Booth, John W. Larson and Jack O. Peiffer were elected as directors of Class I of the Company's Board of Directors. Robert A. Helman, Edmund R. Manwell and Timothy P. Smucker continue to hold office as directors of Class II of the Board of Directors until the 1999 Annual Meeting. T. Gary Rogers, William F. Cronk, and M. Steven Langman continue to hold office as directors of Class III of the Board of Directors until the 2000 Annual Meeting. Price Waterhouse LLP was approved as the Company's independent public accountants for fiscal year 1998. The number of affirmative votes cast was 25,830,899. The number of negative votes cast was 3,933. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. No reports on Form 8-K were filed by the Company during the quarter ended June 27, 1998. b. Exhibits
Exhibit No. Description - ----------- ----------- 27 Financial Data Schedule.
13 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DREYER'S GRAND ICE CREAM, INC. Dated: August 11, 1998 By:/s/ Timothy F. Kahn ------------------- Timothy F. Kahn Vice President - Finance and Administration and Chief Financial Officer 14 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-26-1998 DEC-28-1997 JUN-27-1998 1,683 0 118,689 (759) 56,718 213,585 368,373 (126,747) 557,154 102,565 0 99,443 0 27,218 81,518 557,154 495,355 496,992 396,739 396,739 95,708 412 5,940 (1,807) (717) (1,090) 0 0 0 (1,090) (.06) (.06)
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