RYMER FOODS INC
10-Q, 1997-09-10
SAUSAGES & OTHER PREPARED MEAT PRODUCTS
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q

     (Mark One)
     [ X ]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE
               SECURITIES EXCHANGE ACT OF 1934

                              

     For the quarterly period ended      July 26, 1997
                                   OR

     [   ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
          THE SECURITIES

                             EXCHANGE ACT OF 1934

     For the transition period from       -       to       -                    

     Commission File Number 1-6071

                               RYMER FOODS INC.

                    Incorporated in the State of Delaware

                    IRS Employer Identification No. 36-1343930


                           4600 South Packers Avenue
                                   Suite 400
                            Chicago, Illinois 60609
                                 773/927-7777

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      

APPLICABLE ONLY TO  REGISTRANTS INVOLVED  IN BANKRUPTCY  PROCEEDINGS DURING  THE
PRECEDING FIVE YEARS:

Indicate by  check mark  whether  the registrant  has  filed all  documents  and
reports required  to be  filed by  Section 12,  13 or  15(d) of  the  Securities
Exchange Act of 1934 subsequent to  the distribution of securities under a  plan
confirmed by a court.

                            Yes   X        No      

Registrant had 10,754,093 shares of common stock outstanding as of 
September 3,1997.
<PAGE>                                                                        
<TABLE>                                                               
                                PART I - FINANCIAL INFORMATION
                                          (Unaudited)
     ITEM 1.  Financial Statements

                                                RYMER FOODS INC. AND SUBSIDIARIES                          
                                                  Consolidated Balance Sheets
    <S>                                                 <C>                     <C>
                                                                                     
                                                        July 26,             October 26,
                                                                                     
                                                          1997                  1996      
                                                                                     
                                                                (in thousands)
    
                         ASSETS
                         
     Current Assets:
       Receivables, net                                $  1,627               $  2,729
       Inventories                                        4,596                  3,272
       Other                                                272                  1,170
          Total Current Assets                            6,495                  7,171

     Property, Plant and Equipment:
       Leasehold improvements                             1,796                  1,785
       Machinery and equipment                            7,171                  6,735
                                                          8,967                  8,520
       Less accum. depreciation and amortization          7,277                  6,899
                                                          1,690                  1,621
     Other:
       Assets held for sale or lease                      1,150                  1,150
       Other                                                450                    621
                                                        $ 9,785               $ 10,563

               LIABILITIES AND STOCKHOLDERS' DEFICIT

     Current Liabilities:
       Current portion of borrowings                   $ 25,176               $ 21,754
       Accounts payable                                     339                    558
       Accrued interest                                   1,583                  1,421
       Accrued liabilities                                1,523                  1,640
          Total Current Liabilities                      28,621                 25,373
       Long-term debt                                        70                     70

     Deferred Employee Benefits                             691                    736
                                                       $ 29,382               $ 26,179
     Commitments and Contingencies
     Stockholders' Deficit:
       Common stock, $1 par - 20,000,000 shares
        authorized; 10,754,093 shares outstanding
        after deducting treasury shares of
        225,024 in 1997 and 1996                         10,754                 10,754
       Additional paid-in capital                        44,363                 44,363
       Accumulated deficit                              (74,714)               (70,733)
          Total Stockholders' Deficit                   (19,597)               (15,616)
                                                       $  9,785               $ 10,563
     See accompanying notes.                               
     </TABLE>
     <PAGE>
     <TABLE>
                                RYMER FOODS INC. AND SUBSIDIARIES
                             Consolidated Statements of Operations
                                          (Unaudited)

             <S>                               <C>          <C>                 <C>           <C>
                                                                                     
                                                    Thirteen Weeks Ended           Thirty-Nine Weeks Ended
                                                                            
                                            
                                                July 26,       July 27,         July 26,         July 27,        
                              
                                                  1997           1996             1997         1996  
                                                                                     
                                                              (Restated)                  (Restated)
                                                                                     
                                                         (in thousands except per share data)

                       
             Net sales                          $ 8,295      $10,301         $ 26,011     $ 32,969
             Cost of sales                        7,849        9,310           23,807       32,227

             Gross profit                           446          991            2,204          742

             Selling, general and
               administrative expenses            1,047        1,300            3,247        3,813

             Restructuring costs                    672           -               672           -  

             Operating loss                      (1,273)        (309)          (1,715)      (3,071)

             Interest expense                       695        1,016            2,284        3,077
             Other income                           -             (4)             (18)         (10)

             Loss from continuing operations     (1,968)      (1,321)          (3,981)      (6,138)

             Income from discontinued operations    -             35               -           188

             Net loss                           $(1,968)     $(1,286)        $ (3,981)    $ (5,950)

             Per common share data:

              Primary:
               Loss from continuing operations  $  (.18)     $  (.12)        $   (.37)     $  (.57)

               Net loss                         $  (.18)     $  (.12)       $    (.37)     $   (.55)

              Fully diluted:
               Loss from continuing operations  $  (.18)     $  (.12)       $    (.37)     $   (.57)

               Net loss                         $  (.18)     $  (.12)       $    (.37)     $   (.55)
     
             See accompanying notes.
             </TABLE>
             <PAGE>
             <TABLE>
                               RYMER FOODS INC. AND SUBSIDIARIES
                             Consolidated Statements of Cash Flows
                                          (unaudited)

            <S>                                                               <C>          <C>
                                             Thirty-Nine Weeks Ended  
                                                                                     
                                          July 26, 1997     July 27, 1996
                                                                                     
                                                                (Restated)
                                                                                     
                                                    (in thousands)
             CASH FLOWS FROM OPERATIONS
               Loss from continuing operations                                   $ (3,981) $ (6,138)
               Non-cash adjustments to loss:
                 Depreciation and amortization                                        498       930
                 Amortization of other assets                                          58       106
                 Provision for bad debts                                               90       166
               Payment-in-kind interest on Senior Notes                               523     3,411
               Net decrease to accounts receivable                                  1,012     1,886
               Net (increase) decrease to inventories                              (1,324)    8,268
              Net (increase) decrease to other current and long-term assets           (52)      268
             Net increase (decrease) to accounts payable and accrued expenses       1,629    (2,079)
               Net cash flows from operating activities of
                continuing operations                                              (1,547)   6,818
               Net cash flows from operating activities of
                discontinued operations                                              (184)    3,881
                 Net cash flows from operating activities                          (1,731)   10,699

             CASH FLOWS FROM INVESTING ACTIVITIES
               Capital expenditures                                                  (456)     (434)
               Repayment on Note from the sale of Rymer Seafood                       950        -   
               Other                                                                  (20)      (33)
                 Net cash flows from investing activities                             474      (467)

             CASH FLOWS FROM FINANCING ACTIVITIES
               Change in cash overdraft                                              (226)       12
               Repayments under line-of-credit facility                            23,244    31,527
               Borrowings under line-of-credit facility                           (21,761)  (37,297)
               Principal payments on debt                                              -       (598)
               Net cash flows from financing activities of
                continuing operations                                               1,257    (6,356)
               Net cash flows from financing activities of
                discontinued operations                                                -     (3,876)
                 Net cash flows from financing activities                           1,257   (10,232)

             Net change in cash and cash equivalents                                   -         -  
             Cash and cash equivalents at beginning of year                            -         -
              
             Cash and cash equivalents at end of third quarter                  $      -   $     -  

             Supplemental cash flow information:
               Interest paid                                                    $      79  $    420
               Income taxes paid, net of refunds                                $      10  $     15

             See accompanying notes.
             </TABLE>
             <PAGE>

                               RYMER FOODS INC. AND SUBSIDIARIES
                          Notes to Consolidated Financial Statements


   1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        The accompanying unaudited  consolidated financial statements  have
        been prepared in accordance with the instructions to Form 10-Q  and
        therefore do not  include all information  and footnotes  necessary
        for  a  fair  presentation   of  financial  position,  results   of
        operations, and cash  flows in conformity  with generally  accepted
        accounting principles.  The year-end balance sheet data was derived
        from  audited  financial  statements,  but  does  not  include  all
        disclosures required by generally accepted accounting principles.  
        The Company  operates on  a  fiscal year  which  ends on  the  last
        Saturday in October.   References in the  following notes to  years
        and quarters are references to fiscal  years and fiscal quarters.  
        For  further  information,  refer  to  the  Consolidated  Financial
        Statements and footnotes thereto  included in the Company's  Annual
        Report on Form 10-K for the fiscal year ended October 26, 1996.

        The accompanying  consolidated  financial  statements  reflect  the
        operations  of  the  Company's   Rymer  Seafood  subsidiary  as   a
        discontinued operation for accounting purposes.

        In management's  opinion,  the  consolidated  financial  statements
        include  all  normal  recurring   adjustments  which  the   Company
        considers necessary for a fair presentation of the results for  the
        period.  Operating results for the fiscal period presented are  not
        necessarily indicative of the results that may be expected for  the
        entire fiscal year.

   2.   GOING CONCERN
        The accompanying consolidated financial statements for Rymer  Foods
        Inc. and subsidiaries (the  "Company") have been prepared  assuming
        the Company will continue as a going concern.

        In the  first  three  quarters of  1997,  the  Company  reported  a
        decrease in net sales from continuing operations as compared to the
        first three quarters of 1996 of 21%.  In the fiscal year 1996,  the
        Company reported  a net  loss from  continuing operations  of  $7.1
        million,  the  fourth  loss   from  continuing  operations   before
        extraordinary items in the  last five years.   For the  thirty-nine
        weeks ended July 26, 1997, the  Company had a loss from  continuing
        operations of approximately $4.0  million.  At  July 26, 1997,  the
        Company had a stockholders' deficit of $19.6 million.

        These  conditions  raise  substantial  doubt  about  the  Company's
        ability to  continue  operating  as a  going  concern.    The  1997
        consolidated financial statements  do not  include any  adjustments
        that might result from the outcome of these uncertainties.
   <PAGE>
   3.   INVENTORIES
        Inventories are stated principally at the lower of first-in, first-
        out cost or  market.  The  composition of inventories  at July  26,
        1997 and October 26, 1996 was (in thousands):


                                                           
                                             July 26, 1997   October 26,
                                       
                     Raw material                 $ 2,974      $ 1,619
                     Finished goods                 1,622        1,653
                          Total                   $ 4,596      $ 3,272

   4.   BORROWINGS
        Long-term debt consists of the following (in thousands):


                                                         July 26,    Oct 26,  
                                                          1997         1996   
                Banks, with interest of 1 1/2%    
                 over prime in 1997 and 1996           $  1,693     $  210
                Senior Notes due December 15, 2000,
                 with interest at 11% in 1997
                 and at 18% in 1996                      23,483     21,544
                Other                                        70         70
                                                         25,246     21,824

                    Less amounts classified as current   25,176     21,754

                                                          $  70     $   70
        The prime rate  applicable to the  Company's outstanding bank  note
        payable was 8.25% at July 26, 1997 and October 26, 1996.

        On August 29,  1997, LaSalle National  Bank (LaSalle) extended  the
        current LaSalle credit agreement from its original termination date
        of August 31, 1997 to April 30, 1998.  This extension was based  on
        the fact that Rymer Foods Inc. obtained a confirmation order of its
        Chapter 11 bankruptcy allowing it to  proceed with its senior  note
        restructuring.  The LaSalle  credit agreement provides the  Company
        with a credit facility of up to  $4.0 million.  The line of  credit
        available under this agreement  was $2.6 million  at July 26,  1997
        and October  26, 1996,  of which  $0.9  million and  $2.4  million,
        respectively, was unused.

        The LaSalle credit agreement contains certain restrictive covenants
        which, among other  things, limit the  amount of indebtedness  that
        can be  incurred by  the Company  and  require the  maintenance  of
        certain financial ratios. During the  quarter ended July 26,  1997,
        the Company was in  default under certain  covenants.  LaSalle  has
        waived those defaults as of July 26, 1997. 

        Substantially all of  the Company's property,  plant and  equipment
        and certain  current assets  are pledged  as collateral  under  the
        LaSalle credit agreement.
   <PAGE>
        The Senior Notes were issued pursuant to the Indenture between  the
        Company and Continental Stock Transfer & Trust Company, as  trustee
        (the Indenture).   The Senior Notes  bear interest  at 11%  payable
        semi-annually in  arrears on  June 15  and  December 15.    Through
        December 15, 1996, the Company was able to issue additional  Senior
        Notes in payment of interest to the extent that the Company  lacked
        sufficient available cash (as defined in the Indenture) to pay  the
        interest in cash.  For interest paid by the issuance of  additional
        Senior Notes  from June  15, 1993  through December  15, 1996,  the
        interest rate was increased to 18% per annum.

        The following  table summarizes  activity of  the Company's  Senior
        Notes (in thousands):

                Senior Notes originally issued in connection
                 with the 1993 Restructuring                        $19,977
                Interest payment-in-kind on June 15, 1993             1,456
                Mandatory redemptions:
                  June 1994                                          (1,050)
                  December 1994                                      (2,250)
                Interest payment-in-kind on December 15, 1995         1,632
                Interest payment-in-kind on June 15, 1996             1,779
                Interest payment-in-kind on December 15, 1996         1,939  
                Senior Note principal outstanding at July 26, 1997  $23,483


        On August 21, 1997, Rymer Foods Inc.'s prepackaged Chapter 11 plan
        of reorganization was  confirmed by  the Bankruptcy  Court for  the
        Northern District of Illinois.   Under the Prepackaged Plan,  Rymer
        Foods Inc. will implement a 25 into 1 reverse stock split and issue
        up to 4,300,000 shares of new  common stock.  All 11% senior  notes
        will be eliminated in exchange for  new common stock.  Rymer  Foods
        Inc. expects to complete the restructuring and issue the new common
        stock by the end of September.

         Pursuant to Statement of Position (SOP) 90-7, "Financial Reporting
         by Entities  in  Reorganization  Under the  Bankruptcy  Code",  the
         Company will adopt "fresh start" reporting as of the effective date
         of the  Prepackaged Plan.   As  a result  of adopting  fresh  start
         reporting upon emerging from Chapter  11 status, the "new"  Company
         will have no  beginning retained earnings  or deficit.   In  future
         reporting periods,  the  Company's  financial  statements  will  be
         presented on a  different basis  than for  prior reporting  periods
         and,  therefore,  will  not  be  comparable  with  those  financial
         statements prepared before the Plan becomes effective.

                    RYMER FOODS INC. AND SUBSIDIARIES
   <PAGE>
   Cautionary Statement

   The  statements  in  this  Form  10-Q,  included  in  this  Management's
   Discussion and Analysis, that are forward looking are based upon current
   expectations and actual results may  differ materially.  Therefore,  the
   inclusion of such forward looking information should not be regarded  as
   a representation by  the Company  that the  objectives or  plans of  the
   Company will be achieved.  Such statements include, but are not  limited
   to, the Company's  expectations regarding the  operations and  financial
   condition of the Company.  Forward looking statements contained in  this
   Form 10-Q included in this Management's Discussion and Analysis, involve
   numerous risks  and uncertainties  that could  cause actual  results  to
   differ materially including, but not limited to, the effect of  changing
   economic  conditions,  business  conditions  and  growth  in  the   meat
   industry, the Company's ability to maintain its lending arrangements, or
   if necessary, access external  sources of capital, implementing  current
   restructuring plans and accurately forecasting capital expenditures.  In
   addition, the  Company's  future  results of  operations  and  financial
   condition may  be  adversely  impacted  by  various  factors  including,
   primarily, the level of  the Company's sales.   Assumptions relating  to
   budgeting, marketing, product development and other management decisions
   are subjective in many respects and thus susceptible to  interpretations
   and  periodic  revisions  based   on  actual  experience  and   business
   developments, the impact  of which may  cause the Company  to alter  its
   marketing, capital  expenditure  or other  budgets,  which may  in  turn
   affect the Company's financial position and results of operations.

   Item 2.    Management's  Discussion and Analysis of Financial  Condition
              and Results of Operations

      On March  4, 1997,  the Board  of Directors  of the  Company approved  a
      Restructuring Plan that involved the exchange of existing long term debt
      for equity or, in the alternative, a prepackaged bankruptcy.  On July 8,
      1997, Rymer Foods Inc. announced that its senior note exchange offer did
      not receive the necessary noteholder  and shareholder acceptances to  be
      implemented.  However,  the Company received  the requisite approval  of
      its senior noteholders and shareholders to proceed with its  alternative
      restructuring strategy, the prepackaged Chapter 11 bankruptcy plan.

      Accordingly, on July 8,  Rymer Foods Inc. filed  a voluntary Chapter  11
      case in the United States Bankruptcy Court for the Northern District  of
      Illinois.

      On August 21, 1997,  the prepackaged Chapter  11 plan of  reorganization
      was confirmed.    Under the  Prepackaged  Plan, Rymer  Foods  Inc.  will
      implement a 25  into 1  reverse stock split  and issue  up to  4,300,000
      shares of new common stock.  All 11% senior notes will be eliminated  in
      exchange for new  common stock.   The  Company expects  to complete  the
      restructuring and issue the new common stock by the end of September.
        
      Pursuant to SOP 90-7, the Company will adopt "fresh start" reporting  as
      of the effective date of the prepackaged Chapter 11 Bankruptcy Plan.  As
      a result of adopting fresh start reporting upon emerging from Chapter 11
      status, the "new" Company  will have no  beginning retained earnings  or
      deficit.    In  future   reporting  periods,  the  Company's   financial
      statements will  be  presented  on a  different  basis  than  for  prior
      reporting periods  and, therefore,  will not  be comparable  with  those
      financial statements prepared before the Plan becomes effective.
   <PAGE>
   General
      The Company's consolidated results from operations are generated by  its
      meat processing operation.

   First Three Quarters of 1997 versus First Three Quarters of 1996

      Consolidated sales for the first three quarters of 1997 of $26.0 million
      decreased from the first three quarters of 1996 by $7.0 million or  21%.
      Sales decreased  primarily due to  lower sales volume,  changes in  the
      sales  mix  and  customer  base  and  customer  concerns  regarding  the
      prepackaged Chapter 11 filing by Rymer Foods Inc.

      As compared  to  1996, consolidated  cost  of sales  decreased  by  $8.4
      million or  26.1%  while  total  gross profit  was  $2,204,000.    As  a
      percentage of sales, the gross profit  increased to 8.5% as compared  to
      2.3% in 1996.   Gross  profit increased  mainly due  to improvements  in
      operational efficiency.  The Company's hourly work force has declined by
      approximately 17.3%  at the  end of  the first  three quarters  of  1997
      versus 1996. 

      Selling, general and  administrative expenses decreased  by $566,000  or
      14.9% in 1997 as compared to 1996.  Administrative expenses decreased by
      $481,000.  Reductions in salaries and related expenses due to  headcount
      reductions at the meat processing  operation and of corporate  personnel
      contributed to the majority of the decrease.  Selling expenses decreased
      by $85,000 primarily due to reduced salary expenses due to decreases  in
      personnel.

      During the third  quarter of  1997, the  Company recorded  restructuring
      costs of $672,000  for fees  and expenses  relating to  its Senior  Note
      restructuring plan.

      The Company's common stock  was suspended from trading  on the New  York
      Stock Exchange on February  19, 1997.  Rymer  stock currently trades  in
      the over-the-counter Bulletin Board market under the symbol RYMRQ.
      
   Interest Expense

      Interest expense decreased by $793,000 or 26% as compared to 1996.  This
      decrease is due  to lower outstanding  loan balances  under the  LaSalle
      credit agreement and  a reduction  of the  interest rate  on the  
      Senior Notes from  18% to  11%.   Additionally,  the Company  stopped  
      accruing interest on the Senior Notes as of July  8, 1997, the date on 
      which the prepackaged Chapter 11 bankruptcy plan was filed. 

   Other Income

      The Company earned other income in 1997 and 1996 of $18,000 and $10,000,
      respectively, consisting primarily of interest income.

   Income Taxes

      In both 1997 and 1996, no provision for income taxes was recorded due to
      the loss from continuing operations.
   <PAGE>
   Third Quarter of 1997 versus Third Quarter of 1996

      Consolidated sales  for  the  third quarter  of  1997  of  $8.3  million
      decreased from the third quarter of 1996 by $2.0 million or 20%.   Sales
      decreased primarily  due to  reduced sales  volume caused  by  increased
      competition and customer concerns  regarding the prepackaged Chapter  11
      filing by Rymer Foods  Inc.  The Company  experienced a decline in  unit
      sales of approximately 17% and a decrease of 2.5% in the average selling
      price.

      As compared  to  1996, consolidated  cost  of sales  decreased  by  $1.5
      million or 15.7% while total gross profit was $446,000.  As a percentage
      of sales, the gross  profit decreased by 4.2%.   Gross profit  decreased
      compared to 1996 primarily due to a decrease in sales.  The hourly  work
      force has declined by 17% at the end of the third quarter of 1997 versus
      1996.

      Selling, general and administrative expenses decreased by $.3 million or
      19.5% as compared to 1996 primarily due
      to lower administrative expenses. 
      During the third  quarter of  1997, the  Company recorded  restructuring
      costs of $672,000  for fees  and expenses  relating to  its Senior  Note
      restructuring plan.

   Interest Expense

      Interest expense decreased by  $321,000 or 31.6% as  compared to 1996.  
      This decrease  is  due to  lower  outstanding loan  balances  under  the
      LaSalle credit agreement  and a reduction  of the interest  rate on  its
      Senior Notes from 18% to 11%.  The Company, as permitted by the terms of
      its 11% Senior Notes due December 15, 2000, elected to make its December
      15, 1996  interest payment  on its  Senior Notes  by issuing  additional
      Senior Notes in a principal amount  equal to the interest payment due.  
      According to the Senior Note Indenture, the Company accrued Senior  Note
      interest at the 11% rate after December 15, 1996 through July 8, 1997.

   Other Income
      The Company earned other income of  $4,000 in the third quarter of  1996
      which was comprised primarily of interest income.

   Income Taxes

      In both 1997 and 1996, no provision for income taxes was recorded due to
      the loss from continuing operations.

    Liquidity and Capital Resources

      The Company makes sales primarily on  a seven to thirty day balance  due
      basis.  Purchases  from suppliers have  payment terms generally  ranging
      from wire transfer at time of shipment to fourteen days.

      On  August  29,  1997,  LaSalle  extended  the  current  LaSalle  credit
      agreement from its original termination date of August 31, 1997 to April
      30, 1998.  This extension  was based on the  fact that Rymer Foods  Inc.
      obtained a confirmation of its Chapter  11 bankruptcy order allowing  it
      to proceed  with its  senior note  restructuring.   The  LaSalle  credit
      agreement provides the  Company with  a credit  facility of  up to  $4.0
      million.  During  the quarter ended  July 26, 1997,  the Company was  in
      default under certain  financial covenants.   LaSalle  has waived  those
      defaults as of July 26, 1997.
   <PAGE>
      As permitted by the terms of its 11% Senior Notes, the December 15, 1996
      interest payment  was  made by  issuing  additional Senior  Notes  in  a
      principal amount equal  to the interest  payment due.   The Company  was
      required to make an interest payment  on June 15, 1997 of  approximately
      $1.3 million  in respect  to the  Senior Notes.   The  Senior Notes  and
      related accrued interest will be exchanged for new Common Stock when the
      Chapter 11 bankruptcy plan becomes effective.

      As discussed in Note 2 to  the Consolidated Financial Statements,  there
      is substantial doubt about the Company's ability to continue as a  going
      concern.

      The Company had total lines of credit available of $2.6 million at  July
      26, 1997 and October  26, 1996, of which  $.9 million and $2.4  million,
      respectively, was unused.             
      
      The Company  anticipates  spending approximately  $200,000  for  capital
      expenditures during the fourth  quarter of 1997.   The expenditures  are
      primarily for planned improvements at the Meat operation.  There are  no
      specific commitments outstanding related to these planned  expenditures.
      Such capital expenditures  will be financed  with cash from  operations
      and/or bank borrowings.

   Seasonality

      The quarterly results of the Company are affected by seasonal factors.  
      Sales are usually lower in the fall and winter.
      
   Impact of Inflation

      Raw materials  are  subject to  fluctuations  in price.    However,  the
      Company does  not  expect such  fluctuations  to materially  impact  its
      competitive position.

   Impact of Recent Accounting Pronouncements

      In February 1997, the Financial Accounting Standards Board (FASB) issued
      Statement of Financial Accounting Standards No. 128, Earnings Per  Share
      (FAS 128).  FAS 128 is designed to improve the EPS information  provided
      in  financial  statements  by  simplifying  the  existing  computational
      guidelines, revising  the disclosure  requirements, and  increasing  the
      comparability of  EPS  data on  an  international  basis.   FAS  128  is
      effective for  financial  statements  issued for  periods  ending  after
      December 15, 1997.  The Company  has not yet determined the impact  that
      adoption of FAS 128 will have on the financial statements.

      In February  1997, the  FASB issued  Statement of  Financial  Accounting
      Standards No.  129, Disclosure  of Information  about Capital  Structure
      (FAS 129).   FAS 129  establishes standards  for disclosing  information
      about an entity's capital  structure.  This  Statement is effective  for
      financial statements for periods  ending after December  15, 1997.   The
      Company does not anticipate any impact from this pronouncement as it  is
      currently complying with the disclosure requirements.
   <PAGE>
      In June 1997, the FASB issued FAS 130, Reporting Comprehensive Income.  
      This statement, effective for fiscal years beginning after December  15,
      1997, would require  the company to  report components of  comprehensive
      income in  a  financial  statement  that  is  displayed  with  the  same
      prominence as  other  financial  statements.   Comprehensive  income  is
      defined by Concepts Statement No. 6, Elements of Financial Statements as
      the change  in equity  of a  business enterprise  during a  period  from
      transactions and other events and circumstances from nonowner sources.  
      It includes all changes in equity during a period except those resulting
      from investments by owners and distributions to owners.  The Company has
      not yet determined its comprehensive income.

      Also in June 1997, the FASB issued FAS 131, Disclosure about Segments of
      an Enterprise and  Related Information.   This statement, effective  for
      financial statements  for periods  beginning  after December  15,  1997,
      requires  that  a  public  business  enterprise  reports  financial  and
      descriptive  information  about  its  reportable  operating  segments.  
      Generally, financial information is required to be reported on the basis
      that is used internally for evaluating segment performance and  deciding
      how to allocate resources to segments.   The Company is evaluating  this
      pronouncement and will make any segment disclosures as necessary.



                             RYMER FOODS INC. AND SUBSIDIARIES
                                PART II - OTHER INFORMATION


              Item 6.    Exhibits and Reports on Form 8-K

                (a)  Exhibits filed:

                11   Computations of earnings per share are included in
                     the Notes  to  Condensed Consolidated Financial
                     Statements included in Item 1 of this Form 10-Q.

               Exhibits incorporated by reference:

                13.1 Annual Report  on Form 10-K of  Rymer Foods Inc.
                     for the  fiscal  year  ended  October  26,  1996           
                     (incorporated by reference).

                     Amended Annual Report  on Form 10-K/A of  Rymer Foods Inc.
                     for the fiscal year ended October 26, 1996, amended
                     February 28, 1997 (incorporated by reference).

                21.1 Subsidiaries of  the Company.   (Incorporated by
                     reference to Exhibit 22 to the  Annual Report of 
                     Form 10-K of Rymer  Foods Inc. for  the fiscal year   
                     ended October 26, 1996.)

                (b)  Reports on Form 8-K:

                      The Company filed a curr ent report on Form 8-K dated 
                      July 21, 1997  and August  29, 1997 reporting  on its
                      financial restructuring plan.

         <PAGE>
                                RYMER FOODS INC.
                                    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.

                                           RYMER FOODS INC.
                                           (Registrant)



                                            By      /s/  Edward M. Hebert
                                                Edward M. Hebert 
                                                Sr. V.P., C.F.O. and Treasurer

        
        Date:  September 9, 1997
                                         


        

EXHIBIT 11
COMPUTATION OF EARNINGS (LOSS) PER SHARE

                                                                                
                                       ASSUMING FULL DILUTION
                                 Thirteen Weeks Ended  Thirty-Nine Weeks Ended
                                                                  
                                   July 26,   July 27,    July 26,   July 27,
                                      1997      1996        1997       1996 
                                         (Restated)            (Restated) 
                (In thousands, except per share amounts)



AVERAGE SHARES OUTSTANDING
1  Average shares outstanding             10,754    10,754    10,754    10,754
2  Net additional shares outstanding
     assuming exercise of stock options      -         -         -         -  
3  Average number of common shares
      outstanding                          10,754    10,754    10,754    10,754

EARNINGS (LOSSES)

4  Loss from continuing
                operations                $(1,968)  $(1,321)  $(3,981)  $(6,138)

5  Net loss                               $(1,968)  $(1,286)  $(3,981)  $(5,950)

PER SHARE AMOUNTS

    Loss from continuing
     operations (line 4 / line 3)         $ (.18)   $  (.12)  $  (.37)  $  (.57)
Net loss
                (line 5 / line 3)         $  (.18)  $  (.12)  $  (.37)  $  (.55)



NOTE 1  - In  all years,  earnings per  share was  calculated using  the
treasury stock method.
             


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          OCT-25-1997
<PERIOD-END>                               JUL-26-1997
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                    1,744
<ALLOWANCES>                                       117
<INVENTORY>                                      4,596
<CURRENT-ASSETS>                                 6,495
<PP&E>                                           8,967
<DEPRECIATION>                                   7,277
<TOTAL-ASSETS>                                   9,785
<CURRENT-LIABILITIES>                           28,621
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        10,754
<OTHER-SE>                                      44,363
<TOTAL-LIABILITY-AND-EQUITY>                     9,785
<SALES>                                          8,295
<TOTAL-REVENUES>                                 8,295
<CGS>                                            7,849
<TOTAL-COSTS>                                    1,719
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 695
<INCOME-PRETAX>                                (1,968)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (1,968)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,968)
<EPS-PRIMARY>                                    (.18)
<EPS-DILUTED>                                    (.18)
        

</TABLE>


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