<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1997
Commission File Number 1-12599
VITA FOOD PRODUCTS, INC.
----------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA #36-3171548
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2222 WEST LAKE STREET
CHICAGO, ILLINOIS (312) 738-4500 60612
- ---------------------- ---------------------------- ----------
(Address of principal Registrant's telephone number (Zip Code)
executive offices) including area code
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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
--- ---
Number of shares outstanding of Registrant's common stock, par value $.01 per
share, as of August 1, 1997 is 3,700,000.
<PAGE> 2
VITA FOOD PRODUCTS, INC.
REPORT ON FORM 10-QSB FOR THE SIX MONTHS ENDED JUNE 30, 1997
INDEX
I. FINANCIAL INFORMATION:
Item 1. Financial Statements (unaudited)
Balance Sheets ............................................. 4 - 5
Statements of Income........................................ 6
Statements of Shareholders'
Equity (Deficit)............................................ 7
Statements of Cash Flows ................................... 8
Notes to Financial Statements .............................. 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations .................................. 9 - 11
II. OTHER INFORMATION .................................................. 11
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PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
3
<PAGE> 4
VITA FOOD PRODUCTS, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
=====================================================================================================================
JUNE 30 DECEMBER 31,
1997 1996
(UNAUDITED) (AUDITED)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 35,288 $ 88,221
Accounts receivable-trade, net of allowance for
doubtful accounts of $155,750 in 1997 and $190,000 in 1996 1,674,705 3,212,157
Inventories
Raw material and supplies 3,643,204 3,167,911
Work in process 75,283 168,604
Finished goods 1,852,958 1,473,172
Prepaid expenses and other current assets 197,357 152,845
Deferred income taxes 630,159 300,000
- ---------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 8,108,954 8,562,910
- ---------------------------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT
Building and improvements 1,383,431 1,379,056
Machinery and office equipment 4,203,965 3,984,517
- ---------------------------------------------------------------------------------------------------------------------
5,587,396 5,363,573
Less accumulated depreciation and amortization (3,465,069) (3,337,129)
- ---------------------------------------------------------------------------------------------------------------------
2,122,327 2,026,444
Land 35,000 35,000
- ---------------------------------------------------------------------------------------------------------------------
NET PROPERTY, PLANT & EQUIPMENT 2,157,327 2,061,444
- ---------------------------------------------------------------------------------------------------------------------
OTHER ASSETS 226,585 715,677
- ---------------------------------------------------------------------------------------------------------------------
$ 10,492,866 $ 11,340,031
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE> 5
VITA FOOD PRODUCTS, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
===============================================================================
JUNE 30 DECEMBER 31,
1997 1996
(UNAUDITED) (AUDITED)
- -------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term
obligations $ 316,431 $ 307,403
Accounts payable 1,772,022 3,455,681
Accrued other expenses 1,087,196 1,322,171
Income tax payable 0 249,482
- -------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 3,175,649 5,334,737
- -------------------------------------------------------------------------------
LONG-TERM OBLIGATIONS, LESS CURRENT MATURITIES 3,952,390 5,419,159
- -------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Preferred stock, $.01 par value,
authorized 1,000,000 shares; none issued
Common stock, $.01 par value; authorized
10,000,000 shares; issued and outstanding
3,700,000 and 2,950,000 shares 37,000 29,500
Additional paid in capital 3,348,273 196,000
Retained Earnings (20,446) 360,635
- -------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 3,364,827 586,135
- -------------------------------------------------------------------------------
$10,492,866 $11,340,031
- -------------------------------------------------------------------------------
</TABLE>
5
<PAGE> 6
VITA FOOD PRODUCTS, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
===============================================================================
FOR THREE MONTHS ENDED FOR SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET SALES 4,012,988 3,692,462 8,734,564 9,208,176
COST OF GOODS SOLD 2,885,065 2,533,121 6,373,023 6,312,953
- -------------------------------------------------------------------------------
Gross Margin 1,127,923 1,159,341 2,361,541 2,895,223
- -------------------------------------------------------------------------------
SELLING, MARKETING AND
ADMINISTRATIVE EXPENSES
Selling and Marketing 964,417 875,668 2,015,016 1,955,033
Administrative 469,859 445,541 891,496 903,920
- -------------------------------------------------------------------------------
1,434,276 1,321,209 2,906,512 2,858,953
- -------------------------------------------------------------------------------
Operating Profit (306,353) (161,868) (544,971) 36,270
- -------------------------------------------------------------------------------
OTHER (INCOME) EXPENSE
Other (income) (50,000) (50,000)
Interest 94,263 127,381 166,269 256,511
- -------------------------------------------------------------------------------
94,263 77,381 166,269 206,511
- -------------------------------------------------------------------------------
Loss before Income Tax (Benefit) (400,616) (239,249) (711,240) (170,241)
INCOME TAX (BENEFIT) (181,728) (139,249) (330,159) (139,249)
- -------------------------------------------------------------------------------
NET LOSS ($218,888) ($100,000) ($381,081) ($30,992)
- -------------------------------------------------------------------------------
NET LOSS PER COMMON ($0.06) ($0.03) ($0.10) ($0.01)
SHARE
- -------------------------------------------------------------------------------
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 3,700,000 2,960,000 3,633,700 2,960,000
- -------------------------------------------------------------------------------
</TABLE>
6
<PAGE> 7
VITA FOOD PRODUCTS, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
=======================================================================================================
COMMON STOCK ADDITIONAL RETAINED
------------------- PAID-IN EARNINGS
SHARES AMOUNT CAPITAL (DEFICIT) TOTAL
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, at January 1, 1996 2,950,000 $29,500 $ 196,000 ($457,319) ($ 231,819)
Net Income --- --- --- ($ 30,992) ($ 30,992)
- -------------------------------------------------------------------------------------------------------
Balance, at June 30, 1996 2,950,000 $29,500 $ 196,000 ($488,311) ($ 262,811)
Balance, at January 1, 1997 2,950,000 $29,500 $ 196,000 $360,635 $ 586,135
Net Proceeds from Initial Public
Offering 750,000 $ 7,500 $3,152,273 $3,159,773
Net Income --- --- --- ($381,081) ($ 381,081)
- -------------------------------------------------------------------------------------------------------
Balance, at June 30, 1997 3,700,000 $37,000 $3,348,273 ($ 20,446) $3,364,827
- -------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE> 8
VITA FOOD PRODUCTS, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
===================================================================================================
FOR SIX MONTHS ENDED
JUNE 30 JUNE 30
1997 1996
(UNAUDITED) (UNAUDITED)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (381,081) (30,992)
Adjustments to reconcile Net Income to
net cash provided by operating activities
Depreciation and amortization 128,922 148,146
Deferred income taxes (330,159) (139,249)
Changes in assets and liabilities:
Decrease (increase) in accounts 1,537,452 2,219,913
receivable
Decrease (increase) in inventories (761,758) (626,565)
Decrease (increase) in prepaid expenses and (44,512) 32,817
other current assets
Decrease (increase) in other assets (124,918) (48,765)
Increase (decrease) in accounts (1,683,659) (1,417,657)
payable
Increase (decrease) in accrued expenses (234,975) (14,730)
Increase (decrease) in income taxes payable (249,482) (6,550)
- ---------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities (2,144,170) 116,368
- ---------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (223,823) (146,995)
- ---------------------------------------------------------------------------------------------------
Net cash used in investing activities (223,823) (146,995)
- ---------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
- ---------------------------------------------------------------------------------------------------
Proceeds from initial public offering 3,772,801
Proceeds from (payments on) bank and other debt obligations (1,457,741) 22,376
- ---------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing
activities 2,315,060 22,376
- ---------------------------------------------------------------------------------------------------
Net Increase (decrease) in Cash (52,933) (8,251)
Cash, at beginning of period 88,221 45,294
Cash, at end of Period 35,288 37,043
===================================================================================================
</TABLE>
8
<PAGE> 9
VITA FOOD PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
A. The accompanying unaudited interim financial statements have been
prepared in accordance with the instructions for Form 10-QSB and do not
include all the information and footnotes required by generally accepted
accounting principles for complete financial statements and should be read
in conjunction with the financial statements and related notes included in
the Company's Annual Report on Form 10-KSB for the year ended December 31,
1996. In the opinion of management, all adjustments necessary for a fair
presentation of such interim financial statements have been included. All
such adjustments are of a normal recurring nature.
B. The Financial Accounting Standards Board issued SFAS 128 in February,
1997 regarding the earnings per share calculation. If this statement were
adopted today, there would be no material difference between the Company's
current calculation of net earnings (loss) per share and its calculations
of Basic earnings per share (as defined in SFAS 128) or Diluted earnings
per share (as defined in SFAS 128).
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 1997 AND THE THREE MONTHS ENDED
JUNE 30, 1996
REVENUES. Net sales for the three months ended June 30, 1997 were $4,013,000
compared to $3,692,000 for the same period in 1996, an increase of $321,000 or
9%. This increase was largely attributable to new product sales of hommus and
salmon burgers and the Passover holiday occurring later in the year in 1997
than 1996, resulting in a significant portion of Passover-related orders being
placed in the second quarter rather than the first quarter.
GROSS MARGIN. Gross margin for the three months ended June 30, 1997 was
$1,128,000 compared to $1,159,000 for the same period in 1996, a decrease of
$31,000 or 3%. As a percentage of net sales, gross margin was 28.1% in the
three months versus 31.4% in the same period in 1996. The decrease in the gross
margin percentage was largely attributable to lower sales to a major customer
at reduced prices. Furthermore, promotional price discounts for new hommus and
salmon burger products, as well as for shrimp cocktail which the Company has
begun to sell in geographic markets in which the Company was previously
restricted from selling, resulted in a decrease in the gross margin percentage.
OPERATING EXPENSES. Selling, marketing and administrative expenses for the
three months ended June 30, 1997 were $1,434,000 compared to $1,321,000 for the
same period in 1996, an increase of $113,000 or 9%. This increase was
attributable to higher distribution and selling costs associated with the
increased sales. As a percentage of net sales, selling, marketing and
administrative expenses decreased slightly to 35.7% from 35.8% for the same
period in 1996. The decrease was attributable to certain fixed and semi-fixed
selling and administrative expenses which do not increase as a result of an
increase in net sales, offset by increased promotional expenses incurred to
increase distribution particularly for the Company's new products, and also
offset by new product development costs.
9
<PAGE> 10
INTEREST EXPENSE. Interest and other expense, net, for the three months ended
June 30, 1997 was $94,000 compared to $77,000 for the same period in 1996, an
increase of $17,000 or 22%. This increase was primarily attributable to a
decrease in non-recurring other income of $50,000, which was partially offset
by a decrease in interest expense resulting from the temporary repayment of
debt from the Company's initial public offering in January, 1997.
INCOME TAXES. The Company provided for an income tax benefit of $182,000 for
the three months ended June 30, 1997, compared to an income tax benefit of
$139,000 for the same period in 1996. The income tax benefit in 1997 was
comprised of $148,000 of expected future income tax benefits resulting from the
loss incurred in the second three months of 1997, and $34,000 representing a
partial recognition of the deferred tax asset valuation allowance. The $139,000
income tax benefit in 1996 represented a partial recognition of the deferred
tax asset valuation allowance. At June 30, 1997, the Company's valuation
allowance was $67,000, compared to $369,000 at June 30, 1996.
NET INCOME AND LOSS. Net loss for the three months ended June 30, 1997 was
$219,000 or $0.06 per share compared to $100,000 or $0.03 per share for the
same period in 1996, a decrease of $119,000 or $0.03 per share.
COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 1997 AND THE SIX MONTHS ENDED JUNE
30, 1996
REVENUES. Net sales for the six months ended June 30, 1997 were $8,735,000
compared to $9,208,000 for the same period in 1996, a decrease of $473,000 or
5%. The decrease was primarily attributable to lower first quarter sales which
were reduced by the timing of unusually large orders placed in last year's
fourth quarter. New product sales partially offset the overall decrease and
accounted for approximately 3% of gross sales compared to 0% in 1996.
GROSS MARGIN. Gross margin for the six months ended June 30, 1997 was
$2,362,000 compared to $2,895,000 for the same period in 1996, a decrease of
$533,000 or 18%. As a percentage of net sales, gross margin was 27.0% in the
six months versus 31.4% in the same period in 1996. The decrease in the gross
margin percentage was largely attributable to lower sales to a major customer
at reduced prices. Furthermore, promotional price discounts for new hommus and
salmon burger products, as well as for shrimp cocktail which the Company has
begun to sell in geographic markets in which the Company was previously
restricted from selling, resulted in a decrease in the gross margin percentage.
OPERATING EXPENSES. Selling, marketing and administrative expenses for the six
months ended June 30, 1997 were $2,907,000 compared to $2,859,000 for the same
period in 1996, an increase of $48,000 or 2%. The increase was primarily
attributable to higher promotional expenses incurred to increase distribution
particularly for the Company's new products, and new product development. As a
percentage of net sales, selling, marketing and administrative expenses
increased to 33.3% from 31.0% for the same period in 1996. This increase was
attributable to certain fixed and semi-fixed selling and administrative
expenses which do not decrease as a result of a decrease in net sales, as well
as the increased promotional and products development expenses.
INTEREST EXPENSE. Interest and other expense, net, for the six months ended
June 30, 1997 was $166,000 compared to $207,000 for the same period in 1996, a
decrease of $41,000 or 20%. This decrease was primarily attributable to a
decrease in interest expense resulting from the temporary repayment of debt
from the Company's initial public offering in January, 1997, partially offset
by a decrease in non-recurring other income of $50,000.
INCOME TAXES. The Company provided for an income tax benefit of $330,000 for
the six months ended June 30, 1997, compared to an income tax benefit of
$139,000 for the same period in 1996. The income tax benefit is comprised of
$263,000 of expected future income tax benefits resulting from the loss
incurred in the first six months of 1997, and $67,000 representing a partial
recognition of the deferred tax asset valuation allowance. The $139,000 income
tax benefit in 1996 represented a partial recognition of the deferred tax asset
valuation allowance which was $369,000 at June 30, 1996.
NET LOSS. Net loss for the six months ended June 30, 1997 was $381,000 or
$0.10 per share compared to a net loss of $31,000 or $0.01 per share for the
same period in 1996, a decrease of $350,000 or $0.09 per share.
10
<PAGE> 11
FINANCIAL CONDITION
Since December 31, 1996, the Company's key liquidity and capitalization ratios
improved. As of June 30, 1997, the current ratio increased to 2.6 from 1.6.
The ratio of long-term debt-to-total capitalization decreased from 0.9 to 0.5.
CASH FLOWS FROM OPERATING ACTIVITIES. Net cash used in operating activities was
$2,144,000 for the six months ended June 30, 1997, compared to net cash
provided by operating activities of $116,000 for the same period in 1996. This
difference was primarily attributable to a decrease in net income in 1997,
decreased collections of accounts receivable in 1997 compared to 1996,
increased payments of the Company's accounts payable, and a decrease in income
taxes payable. The decreased collections of accounts receivable was largely
attributable to the higher amount of receivables outstanding at the end of 1995
which were collected in following months in 1996. The increased payments of
the Company's accounts payable was primarily attributable to the Company's
delay in 1996 in making payments in order to conserve cash. Due to the improved
financial condition in 1997, no delay in making such payments was deemed
necessary. The decrease in income taxes payable was attributable to the
payment of income taxes in the first quarter of 1997 for the 1996 fiscal year.
In the first quarter of 1996, no payment for federal income taxes was due
because federal income tax carryforwards offset taxable income for the 1995
fiscal year.
CASH FLOWS FROM INVESTING ACTIVITIES. Net cash used in investing activities was
$224,000 for the six months ended June 30, 1997, compared to $147,000 for the
same period in 1996.
CASH FLOWS FROM FINANCING ACTIVITIES. Net cash provided by financing activities
was $2,315,000 for the six months ended June 30, 1997, compared to $22,000 for
the same period in 1996. The increase in net cash provided by financing
activities was attributable to the net proceeds from the Company's initial
public offering, offset by payments under the Company's bank credit facilities.
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
In June, the Company became concerned that the supplier of its hommus
products may have produced contaminated products. While there were no
documented health problems resulting from consumption of the Vita Heavenly
Hommus products, the Company nevertheless immediately and voluntarily
recalled its hommus products from customers' shelves and from the Company's
outside storage, destroyed all hommus products, and subsequently changed
its supplier. In July, the Company resumed its hommus shipments from its
new supplier.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(27) Financial Schedule
(b) No reports on Form 8-K were filed during the quarter for which this
report is filed.
11
<PAGE> 12
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
VITA FOOD PRODUCTS, INC.
Date: August 8, 1997 By: //Stephen D. Rubin//
---------------------------------------
Stephen D. Rubin
President
Date: August 8, 1997 By: //Jay H. Dembsky//
--------------------------------------
Jay H. Dembsky
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB
FOR THE THREE MONTH PERIOD ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 35,288
<SECURITIES> 0
<RECEIVABLES> 1,674,705
<ALLOWANCES> 155,750
<INVENTORY> 5,571,445
<CURRENT-ASSETS> 8,108,954
<PP&E> 5,622,396
<DEPRECIATION> 3,465,069
<TOTAL-ASSETS> 10,492,866
<CURRENT-LIABILITIES> 3,175,649
<BONDS> 3,952,390
0
0
<COMMON> 37,000
<OTHER-SE> 3,327,827
<TOTAL-LIABILITY-AND-EQUITY> 10,492,866
<SALES> 4,012,988
<TOTAL-REVENUES> 4,012,988
<CGS> 2,885,065
<TOTAL-COSTS> 2,885,065
<OTHER-EXPENSES> 1,434,276
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 94,263
<INCOME-PRETAX> (400,616)
<INCOME-TAX> (181,728)
<INCOME-CONTINUING> (218,888)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (218,888)
<EPS-PRIMARY> (0.06)
<EPS-DILUTED> (0.06)
</TABLE>
