SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTER ENDED JUNE 30, 2001
Commission File Number 1-10741
PROVENA FOODS INC.
(Exact name of registrant as specified in its charter)
California 95-2782215
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
5010 Eucalyptus Avenue, Chino, California 91710
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(Address of principal executive offices) (ZIP Code)
(909) 627-1082
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(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
--- ---
The number of shares of Provena Foods Inc. Common Stock outstanding as of the
close of business of the period covered by this report was:
Common Stock 3,061,983
PROVENA FOODS INC.
Form 10-Q Report for the Second Quarter Ended June 30, 2001
Table of Contents
-----------------
Item PART I. FINANCIAL INFORMATION Page
---- ------------------------------ ----
1. Financial Statements................................................................. 1
Condensed Statements of Operations................................................ 1
Condensed Balance Sheets.......................................................... 2
Condensed Statements of Cash Flows................................................ 3
Notes to Condensed Financial Statements........................................... 4
2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5
Results of Operations............................................................. 5
Swiss American Sausage Co. Meat Division.......................................... 5
Royal-Angelus Macaroni Company Pasta Division..................................... 5
The Company....................................................................... 6
Liquidity and Capital Resources................................................... 6
New Accounting Standards.......................................................... 6
3. Quantitative and Qualitative Disclosures About Market Risk............................. 8
PART II. OTHER INFORMATION
---------------------------
1. Legal Proceedings...................................................................... 8
2. Changes in Securities.................................................................. 8
3. Defaults Upon Senior Securities........................................................ 8
4. Submission of Matters to a Vote of Security Holders.................................... 8
5. Other Information...................................................................... 9
Common Stock Repurchase and Sale.................................................. 9
American Stock Exchange Listing................................................... 9
Cash Dividends.................................................................... 9
Management Stock Transactions..................................................... 9
6. Exhibits and Reports on Form 8-K....................................................... 9
Signature.............................................................................. 10
ii
PART I. FINANCIAL INFORMATION
------------------------------
ITEM I. FINANCIAL STATEMENTS
PROVENA FOODS INC.
Condensed Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------ --------------------
2001 2000 2001 2000
---- ---- ----- ----
Net sales $ 7,905,495 5,892,722 15,644,176 11,820,122
Cost of sales 7,237,991 5,790,469 14,062,144 11,314,014
----------- --------- ---------- ----------
Gross profit 667,504 102,253 1,582,032 506,108
Operating expenses:
Distribution 290,359 274,912 614,362 554,324
General and administrative 392,598 320,158 830,235 698,294
----------- --------- ---------- ----------
Operating income (loss) (15,453) (492,817) 137,435 (746,510)
Interest expense, net (174,401) (185,898) (368,765) (346,740)
Other income, net 44,420 34,438 103,362 61,557
----------- --------- ---------- ----------
Loss before
income taxes (145,434) (644,277) (127,968) (1,031,693)
Income tax benefit (46,800) (256,514) (39,200) (411,000)
----------- --------- ---------- ----------
Net loss $ (98,634) (387,763) (88,768) (620,693)
=========== =========== ========== ==========
Loss per share:
Basic $ (.03) (.13) (.03) (.21)
=========== =========== ========== ==========
Diluted $ (.03) (.13) (.03) (.21)
=========== =========== ========== ==========
Shares used in computing
loss per share:
Basic 3,056,878 2,997,118 3,050,416 2,989,335
----------- ----------- ---------- ----------
Diluted 3,056,878 2,997,118 3,050,416 2,989,335
----------- ----------- ---------- ----------
See accompanying Notes to Condensed Financial Statements.
1
PROVENA FOODS INC.
Condensed Balance Sheets
June 30, December 31,
Assets 2001 2000
------ ----------- ------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 46,718 88,585
Accounts receivable, less allowance for doubtful
accounts of $33,843 at 2001 and $59,843 at 2000 2,594,427 2,532,019
Inventories 3,690,502 2,881,486
Prepaid expenses 85,592 53,608
Income taxes receivable 70,446 407,843
Deferred tax assets 102,828 102,828
----------- -----------
Total current assets 6,590,513 6,066,369
----------- -----------
Property and equipment, net 15,852,571 16,100,961
Other assets 189,739 189,925
----------- -----------
$22,632,823 22,357,255
=========== ===========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
Line of credit $ 3,500,000 2,708,921
Current portion of long-term debt 492,135 492,135
Accounts payable 1,218,979 1,179,561
Accrued liabilities 1,336,462 1,378,596
----------- -----------
Total current liabilities 6,547,576 5,759,213
----------- -----------
Long-term debt, net of current portion 6,595,770 6,884,781
Deferred tax liability 474,818 474,818
Shareholders' equity:
Capital stock, no par value; authorized 10,000,000
shares; issued and outstanding 3,061,983 at 2001
and 3,035,009 at 2000 4,935,162 4,886,874
Retained earnings 4,079,497 4,351,569
----------- -----------
Total shareholders' equity 9,014,659 9,238,443
----------- -----------
$22,632,823 22,357,255
=========== ===========
See accompanying Notes to Condensed Financial Statements.
2
PROVENA FOODS INC.
Condensed Statements of Cash Flows
(Unaudited)
Six Months Ended
June 30,
----------------
2001 2000
---- ----
Cash flows from operating activities:
Net loss $ (88,768) (620,693)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 367,787 394,433
Change in allowance for doubtful accounts (26,000) 20,000
Decrease (increase) in accounts receivable (36,408) 144,829
Increase in inventories (809,016) (184,929)
Decrease (increase) in prepaid expenses (31,984) 28,270
Decrease (increase) in income taxes receivable 336,597 (90,150)
Decrease in other assets 186 987
Increase in accounts payable 39,418 199,957
Increase (decrease) in accrued liabilities (42,134) 297,145
Increase in income taxes payable 800 --
----------- -----------
Net cash provided by (used in) operating activities (289,522) 189,849
----------- -----------
Cash flows from investing activities:
Addition to property and equipment (119,397) (649,798)
----------- -----------
Net cash used in investing activities (119,397) (649,798)
----------- -----------
Cash flows from financing activities:
Payments on long term debt (289,011) (223,850)
Proceeds from line of credit 791,079 --
Proceeds from sale of capital stock 48,288 78,794
Cash dividends paid (183,304) (179,664)
----------- -----------
Net cash provided by (used in)
financing activities 367,052 (324,720)
----------- -----------
Net decrease in cash and cash equivalents (41,867) (784,669)
Cash and cash equivalents at beginning of period 88,585 834,154
----------- -----------
Cash and cash equivalents at end of period $ 46,718 49,485
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest $ 370,423 345,065
Income taxes $ (335,797) --
=========== ==========
See accompanying Notes to Condensed Financial Statements.
3
PROVENA FOODS INC.
Notes to Condensed Financial Statements
June 30, 2001 and 2000
(1) Basis of Presentation
--------------------------
The accompanying unaudited condensed financial statements have been prepared in
accordance with the requirements of Form 10-Q and, therefore, do not include all
information and footnotes which would be presented were such financial
statements prepared in accordance with generally accepted accounting principles
for annual financial statement purposes. These statements should be read in
conjunction with the audited financial statements presented in the Company's
Form 10-K for the year ended December 31, 2000. In the opinion of management,
the accompanying financial statements reflect all adjustments which are
necessary for a fair presentation of the results for the interim periods
presented. Such adjustments consisted only of normal recurring items. The
results of operations for the three months and six months ended June 30, 2001
are not necessarily indicative of results to be expected for the full year.
(2) Inventories
----------------
Inventories at June 30, 2001 and December 31, 2000 consist of:
2001 2000
---- ----
Raw materials $1,252,847 1,082,829
Work-in-process 823,850 710,152
Finished goods 1,613,805 1,088,505
---------- ---------
$3,690,502 2,881,486
========== =========
(3) Segment Data
---------------------------------
Business segment sales and operating income (loss) for the three months and six
months ended June 30, 2001 and 2000 and assets at June 30, 2001 and December 31,
2000 are as follows:
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2001 2000 2001 2000
----------- ------------ ----------- --------
Net sales to unaffiliated customers:
Swiss American Sausage division $ 6,731,246 4,538,450 13,144,890 8,814,474
Royal-Angelus Macaroni division 1,174,249 1,354,272 2,499,286 3,005,648
----------- ---------- ---------- ----------
Total sales $ 7,905,495 5,892,722 15,644,176 11,820,122
=========== ========== ========== ==========
Operating income (loss):
Swiss American Sausage division $ 160,766 (543,450) 485,699 (812,078)
Royal-Angelus Macaroni division (175,965) 30,456 (349,618) 49,077
Corporate (254) 20,177 1,354 16,491
----------- ---------- ---------- ----------
Operating income (loss) $ (15,453) (492,817) 137,435 (746,510)
=========== ========== ========== ==========
June 30, December 31,
2001 2000
----------- ------------
Identifiable assets:
Swiss American Sausage division $18,372,771 17,641,810
Royal-Angelus Macaroni division 3,947,471 4,075,823
Corporate 313,381 639,622
----------- ----------
Total assets $22,633,623 22,357,255
=========== ==========
(4) Earnings (Loss) per Share
------------------------------
Basic earnings (loss) per share are net earnings (loss) divided by the weighted
average number of common shares outstanding during the period, and diluted
earnings (loss) per share are net earnings (loss) divided by the sum of the
weighted average plus an incremental number of shares attributable to
outstanding options. Options for 107,111 shares were not used in the diluted
loss calculations for the following periods because their effect was
antidilutive.
Three Months Ended June 30, Six Months Ended June 30,
---------------------------- -------------------------
2001 2000 2001 2000
---------------------------- ---------- ----------
Net loss $ (98,634) (387,763) (88,768) (620,693)
========== ========== ========== ==========
Weighted average number of shares 3,056,878 2,997,118 3,050,416 2,989,335
Incremental shares for options -- -- -- --
---------- ---------- ---------- ----------
Weighted average plus incremental shares 3,056,878 2,997,118 3,050,416 2,989,335
========== ========== ========== ==========
Basic loss per share $ (.03) (.13) (.03) (.21)
========== ========== ========== ==========
Diluted loss per share $ (.03) (.13) (.03) (.21)
========== ========== ========== ==========
4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations Three Months Ended Six Months Ended
--------------------- ----------------------- -----------------------
June 30, June 30,
----------------------- -----------------------
(Unaudited) 2001 2000 2001 2000
---------- ---------- ---------- ----------
(amounts in thousands)
Net sales by division:
Swiss American $ 6,731 $ 4,539 $ 13,145 $ 8,814
Royal-Angelus 1,174 1,354 2,499 3,006
---------- ---------- ---------- ----------
Total $ 7,905 $ 5,893 $ 15,644 $ 11,820
========== ========== ========== ==========
Sales in thousands of
pounds by division:
Swiss American 4,409 3,106 8,941 6,073
Royal-Angelus 2,428 3,051 5,087 6,373
Forward-Looking Statements
--------------------------
The following discussion may contain "forward-looking statements" that express
or imply expectations of future performance, developments or occurrences.
Actual events may differ materially from these expectations due to uncertainties
relating to the economy, competition, demand, commodities, credit markets,
energy supplies and other factors.
Swiss American Sausage Co. Meat Division
----------------------------------------
Sales by the processed meat division increased about 49% in dollars and 47% in
pounds in the 1st six months of 2001 and increased 48% in dollars and 42% in
pounds in the 2nd quarter of 2001, compared to the same periods of 2000. Sales
in dollars increased proportionately more than in pounds because of higher
selling prices reflecting higher meat costs. Swiss operated at a $485,699
profit for the 1st six months of 2001 compared to a $812,078 loss for the 1st
six months of 2000, and at a $160,766 profit for the 2nd quarter of 2001
compared to a $543,450 loss for the 2nd quarter of 2000. The profit improvement
resulted from increased sales and increased margins.
Royal-Angelus Macaroni Company Pasta Division
---------------------------------------------
The pasta division's sales decreased about 17% in dollars and 20% pounds in the
1st half of 2001 and decreased 13% in dollars and 20% in pounds in the 2nd
quarter of 2001, compared to the same periods of 2000. Royal operated at a
$349,618 loss for the 1st half of 2001 compared to a $49,077 profit for 1st half
of 2000 and a $175,965 loss for the 2nd quarter of 2001 compared to a $30,456
profit for the 2nd quarter of 2000. Sales and operating results were both
adversely affected by competition resulting from increased industry capacity and
electric utility power interruptions. The percent decreases were smaller in
dollars than in pounds because of a higher proportion of lower volume-higher
priced sales. Royal is negotiating employment agreements, which include stock
bonuses and stock options as incentives, with new employees experienced in pasta
sales and production.
5
The Company
-----------
Company sales were up 32% in the 1st half of 2001 compared to the 1st half of
2000 and were up 34% in the 2nd quarter of 2001 compared to the 2nd quarter of
2000. The Company realized a net loss of $88,768 for the 1st half of 2000
compared to a net loss of $620,693 a year ago and a net loss of $98,634 for the
2nd quarter of 2001 compared to a net loss of $387,763 a year ago. Swiss
accounted for the increased sales and the reduced losses. The Company's gross
margins for the 1st half and 2nd quarter of 2001 were 10.1% and 8.4%,
respectively, compared to 4.3% and 1.7% a year ago. The Company's margins
increased because Swiss's margins increased, with Royal's margins down as a
result of sales decreasing proportionately more than production costs.
General and administrative expense was up about $132,000 for the 1st half of
2001 and up about $72,000 in the 2nd quarter of 2001, compared to the same
periods in 2000. The increases were primarily from increased health benefit
costs offset by reduced bad debt expense, with a smaller increase in office and
clerical payroll offset by reduced stationery expense and outside services.
Distribution expense was up about $60,000 for the 1st half and $15,000 for the
2nd quarter because of increased freight on increased sales plus smaller
increases in travel, advertising, insurance and label design costs offset by
lower salesman payroll, mileage and commissions. Net interest expense increased
about $22,000 for the 1st half of 2001 and decreased $11,500 for the 2nd quarter
of 2001 as higher borrowings under the bank line of credit offset lower interest
rates on all of the Company's debt. Other income increased because of the
recovery and sale of waste products at Swiss.
Meat plant employees are represented by United Food and Commercial Workers
Union, Local 588, AFL-CIO, CLC under a collective bargaining agreement which
expires March 31, 2002. Pasta plant employees are represented by United Food and
Commercial Workers Union, Local 1428, AFL-CIO, CLC under a collective bargaining
agreement which expires September 29, 2002. There has been no significant labor
unrest at the Company's plants and the Company believes it has a satisfactory
relationship with its employees.
Liquidity and Capital Resources
-------------------------------
The Company has generally satisfied its normal working capital requirements with
funds derived from operations and borrowings under its bank line of credit,
which is part of a credit facility with Comerica Bank-California. The line of
credit is payable on demand, is subject to annual review, and bears interest at
a variable annual rate of 0.75% over the bank's "Base Rate." The maximum amount
of the line of credit at June 30, 2001, was the lesser of $3,000,000, or 30% of
inventories plus 80% of receivables. At June 30, 2001 the "Base Rate" was 6.75%
per annum, 30% of inventories plus 80% of receivables was $3,182,692, and the
Company had $3,500,000 of borrowings under the bank line of credit, representing
an over-advance. On July 31, 2001, the bank approved an increase in the amount
of the line of credit to the lesser of $4,000,000 or 30% of inventories plus 80%
of receivables, determined monthly.
As part of the credit facility, Comerica Bank-California issued a $4,060,000
letter of credit to support $4,000,000 of industrial development bonds issued in
1998 for costs relating to the construction of the Company's new meat plant.
The bonds bear a variable rate of interest payable monthly and set weekly at a
market rate - 2.5% per annum at June 30, 2001. The Company pays a 1.5% per
annum fee on the amount of the letter of credit and fees of the bond
6
trustee estimated at 0.5% of the bond principal per year. Monthly payments of
bond principal into a sinking fund began May 1, 2000, totaled $76,700 the first
year and increase about 5.6% each year until May 1, 2022, when $813,500 of
remaining principal is payable in 18 equal monthly payments.
Also as part of the credit facility, the bank made four loans to the Company for
the new meat plant, a $1,280,000 real estate loan and three equipment loans
totalling $2,614,788. The real estate loan was made in December 1999, bears a
fixed rate of interest of 9.1% per annum and is payable in equal monthly
payments of principal and interest over its 25 year term. Each equipment loan
bears a variable rate of interest and is payable in equal monthly payments of
principal plus interest over its term, with issue date, initial amount, term and
rate as follows: July 1999, $1,000,000, 7 year, bank's "Base Rate"; September
1999, $1,200,000, 7 year, bank's "Base Rate" plus 0.25%; and December 1999,
$414,788, 5 year, bank's "Base Rate" plus 0.75%.
All parts of the credit facility are secured by substantially all of the
Company's assets, including accounts receivable, inventory, equipment and
fixtures, the Company's two Chino buildings and the new meat plant, none of
which is otherwise encumbered. The credit facility prohibits mergers,
acquisitions, disposal of assets, borrowing, granting security interests, and
changes of management and requires a tangible net worth greater than $9,000,000,
a debt to tangible net worth ratio less than 2 and a quick ratio greater than
0.50. The Company was in default under the quick-ratio covenant and the
borrowing limit at June 30, 2001, and the bank has waived the defaults. On July
31, 2001, the bank approved modifications to the credit facility eliminating the
quick ratio, reducing the minimum tangible net worth to $8,750,000, and adding
requirements of working capital not less than $50,000 effective December 31,
2001, debt service coverage not less than 1.3 effective September 30, 2001 and
quarterly dividends not exceeding the net income of the prior quarter. The
Company expects to be in compliance with all covenants under the credit facility
at September 30 and December 31, 2001.
Cash decreased $41,867 in the 1st half of 2001 compared to a $784,669 decrease
in the 1st half of 2000. Operating activities used $289,522 of cash primarily
from an increase in inventories, augmented by the net loss, increases in
accounts receivable and prepaid expenses, a decrease in accrued liabilities and
provision for doubtful accounts, and partially offset by depreciation and
amortization, an increase in accounts payable and a decrease in income taxes
receivable. Inventories increased because of increased sales and increasing
meat costs. Investing activities used $119,397 of cash for modest additions to
property and equipment, and financing activities produced $367,052 of cash
primarily from borrowings under the bank line reduced by payments on long term
debt and dividends.
The Company expects that its operations and bank line of credit will provide
adequate working capital to satisfy the normal needs of its operations for the
foreseeable future, including cash flow to service its debt. Swiss has shown
that it can earn a profit after the depreciation and interest expense arising
from the new plant. The Company is taking steps directed toward returning Royal
to profitable operations.
The Company believes that it has a good relationship with Comerica Bank-
California, as evidenced by the bank making an over-advance on the line of
credit to ease cash flow tensions and waiving the defaults under the financial
covenants. That relationship is crucial to the Company, because the line of
credit is payable on demand, the Company could not make an immediate repayment
of the line of credit, and a failure to repay the line after demand would
7
render the entire credit facility in default. As a result, neither a default
under a financial covenant nor the bank's waiver of such a default affects the
bank's power to cause the credit facility to be in default and require that it
be restructured or refinanced. The Company regards the financial covenants as
check-points triggering a review by the bank, and the bank's waiver as an
indication of its current intention to maintain the credit facility.
New Accounting Standards
------------------------
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 141, "Business Combinations" and SFAS No. 142,
"Goodwill and Other Intangible Assets" in July 2001. SFAS No. 141 requires that
business combinations initiated after June 30, 2001 be accounted for under the
purchase method and not the pooling-of-interests method. SFAS No. 142,
effective for fiscal years beginning after December 15, 2001, requires that
goodwill no longer be amortized to earnings, but instead be reviewed for
impairment. Application of these standards, in the opinion of management, will
not have a material effect on the Company's financial position, results of
operations or liquidity.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The industrial development bonds, the bank line of credit, and the equipment
loans bear variable rates of interest (see Liquidity and Capital Resources under
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations) which tend to follow market interest rates and change the
Company's interest expense in the same direction as changes in interest rates.
A 1% per annum change in the rate borne by the industrial development bonds
would change annual interest expense by almost $40,000. Assuming an average
bank line of credit balance of $3,500,000 plus $1,900,000 average principal
balance of equipment loans, a 1% per annum change in the rate borne by those
borrowings would change annual interest expense by $54,000.
PART II. OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS No significant litigation.
ITEM 2. CHANGES IN SECURITIES None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its annual meeting of shareholders on Tuesday, April 24, 2001,
at 11:00 a.m. at the Company's principal office. Shareholders representing
2,525,889 or 82.9% of the 3,048,172 shares entitled to vote were present in
person or by proxy, with 15,452 broker non-votes. The following persons were
nominated and elected directors, with votes for, withheld from specified
nominees, or without authority to vote for directors, as indicated:
8
Without
Nominee For Withheld Authority
------- --- -------- ---------
John D. Determan 2,486,394 4,970 34,525
Theodore L. Arena 2,489,464 1,900 34,525
Ronald A. Provera 2,489,064 2,300 34,525
Santo Zito 2,489,294 2,070 34,525
Thomas J. Mulroney 2,490,564 800 34,525
Louis A. Arena 2,489,294 2,070 34,525
Joseph W. Wolbers 2,488,564 2,800 34,525
John M. Boukather 2,488,264 3,100 34,525
ITEM 5. OTHER INFORMATION
Common Stock Repurchase and Sale
--------------------------------
The Company did not purchase any of its shares during the 1st half of 2001 under
its stock repurchase program.
During the 1st half of 2001, the Company sold 26,974 newly issued shares of its
common stock under its 1988 Employee Stock Purchase Plan, at an average selling
price of $1.79 per share. From inception of the Plan through June 30, 2000,
employees have purchased a total of 583,529 shares.
American Stock Exchange Listing
-------------------------------
The Company's stock trades on the American Stock Exchange under the ticker
symbol "PZA".
Cash Dividends
--------------
A cash dividend of $0.03 per share was paid June 30, 2001 to shareholders of
record June 10, 2001. No cash dividend will be paid in the 3rd quarter of 2001
to comply with a covenant of the Company's bank credit facility.
Management Stock Transactions
-----------------------------
No purchases or sales of the Company's common stock by officers or directors
were reported during the 2nd quarter of 2001, except 50 shares purchased by John
M. Boukather, director, under a broker's dividend reinvestment program.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are filed with this report.
(b) No reports on Form 8-K were filed during the three months ended June 30,
2001.
9
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.
Date: July 31, 2001 PROVENA FOODS INC.
By /s/ Thomas J. Mulroney
-------------------------
Thomas J. Mulroney
Vice President and
Chief Financial Officer
10