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 January 25, 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 March
7, 1997.
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<TABLE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
RYMER FOODS INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
January 25, October 26,
1997 1996
(in thousands)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 586 $ -
Receivables, net 1,658 2,729
Inventories 3,805 3,272
Other 253 1,170
Total Current Assets 6,302 7,171
Property, Plant and Equipment:
Leasehold improvements 1,789 1,785
Machinery and equipment 6,806 6,735
8,595 8,520
Less accumulated depr and amortization 7,027 6,899
1,568 1,621
Other:
Assets held for sale or lease 1,150 1,150
Other 521 621
$ 9,541 $ 10,563
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Current portion of borrowings,
including amounts to related parties $ 23,483 $ 21,754
Accounts payable 276 558
Accrued interest 297 1,421
Accrued liabilities 1,533 1,640
Total Current Liabilities 25,589 25,373
Long-term debt 70 70
Deferred Employee Benefits 721 736
$ 26,380 $ 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 (71,956) (70,733)
Total Stockholders' Deficit (16,839) (15,616)
$ 9,541 $ 10,563
See accompanying notes.
</TABLE>
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<TABLE>
RYMER FOODS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
Thirteen Weeks Ended
January 25, January 27,
1997 1996
(Restated)
<S> <C> <C>
(in thousands, except per share data)
Net sales $ 8,278 $11,979
Cost of sales 7,575 11,999
Gross profit (loss) 703 (20)
Selling, general and administrative expenses 1,057 1,324
Operating loss (354) (1,344)
Interest expense 879 1,010
Other income (10) (6)
Loss from continuing operations (1,223) (2,348)
Income from discontinued operations - 32
Net loss $(1,223) $(2,316)
Per common share data:
Primary:
Loss from continuing operations $ (.11) $ (.22)
Net loss $ (.11) $ (.22)
Fully diluted:
Loss from continuing operations $ (.11) $ (.22)
Net loss $ (.11) $ (.22)
See accompanying notes.
</TABLE>
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<TABLE>
RYMER FOODS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Thirteen Weeks Ended
Jan. 25, 1997 Jan. 27, 1996
(Restated)
<S> <C> <C>
(in thousands)
CASH FLOWS FROM OPERATIONS
Loss from continuing operations $ (1,223) $ (2,348)
Non-cash adjustments to loss:
Depreciation and amortization 177 268
Amortization of other assets 58 58
Provision for bad debts 30 79
Payment-in-kind interest on Senior Notes 523 426
Net decrease to accounts receivable 1,041 1,634
Net decrease (increase) to inventories (533) 4,583
Net (inc) dec to other current and long-term assets (33) 238
Net (inc) dec to accounts payable and accrued exp 337 (481)
Net cash flows from operating activities of
continuing operations 377 4,457
Net cash flows from operating activities of
discontinued operations (93) 778
Net cash flows from operating activities 284 5,235
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (84) (325)
Proceeds from the sale of Rymer Seafood 950 -
Other (6) (6)
Net cash flows from investing activities
of discontinued operations - (4)
Net cash flows from investing activities 860 (335)
CASH FLOWS FROM FINANCING ACTIVITIES
Change in cash overdraft (348) (20)
Repayments under line-of-credit facility (3,485) (14,279)
Borrowings under line-of-credit facility 3,275 10,151
Principal payments on debt - (2)
Net cash flows from financing activities
of discontinued operations - (750)
Net cash flows from financing activities (558) (4,900)
Net change in cash and cash equivalents 586 -
Cash and cash equivalents balance at beg of year - -
Cash and cash equivalents bal at end of first qtr $ 586 $ -
Supplemental cash flow information:
Interest paid $ 20 $ 217
Income taxes paid, net of refunds $ 4 $ 5
See accompanying notes.
</TABLE>
<PAGE>
RYMER FOODS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed 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 condensed 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 Rymer Foods
Inc.'s (the Company's or Rymer's) Annual Report on Form 10-K for
the fiscal year ended October 26, 1996.
The accompanying condensed 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 condensed 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 have been
prepared assuming the Company will continue as a going concern.
In the first quarter of 1997, the Company reported a decrease in
net sales from continuing operations as compared to the first
quarter of 1996 of 31% principally due to the loss of certain major
customers. In 1996, the Company reported a net loss from
continuing operations of $7.1 million, the fourth loss from
continuing operations before extraordinary item in the last five
years. At January 25, 1997, the Company had a stockholders'
deficit of $16.8 million.
Additionally, based on current forecasts, the Company does not
expect to have sufficient available cash in fiscal 1997 to make the
June 15, 1997 11% Senior Notes interest payment. This will result
in an event of default at which time the Senior Notes will become
due and payable. The Company does not expect to have the funds
available to repay the Senior Notes.
These conditions raise substantial doubt about the Company's
ability to continue operating as a going concern. The 1997
condensed 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 January 25,
1997 and October 26, 1996 was (in thousands):
January 25, 1997 October 26, 1996
Raw material $ 2,253 $ 1,619
Finished goods 1,552 1,653
Total $ 3,805 $ 3,272
4. BORROWINGS
Long-term debt consists of the following (in thousands):
January 25, October 26,
1997 1996
Banks, with interest of 1 1/2%
over prime in 1996 and 1997 $ - $ 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
23,553 21,824
Less amounts classified as current 23,483 21,754
$ 70 $ 70
The prime rate applicable to the Company's outstanding bank notes
payable was 8.25% at both January 25, 1997 and October 26, 1996.
LaSalle has proposed to extend the current LaSalle Credit Agreement
to July 31, 1997 from the original termination date of April 7,
1997. In addition, LaSalle has proposed to reduce the credit
facility from $5 million to $4 million based on borrowing base
availability calculations. These events are subject to approval
from LaSalle's loan committee.
The Company's Rymer Meat subsidiary had total lines of credit
available of $1.9 million at January 25, 1997 and $2.6 million at
October 26, 1996, of which $1.9 million and $2.4 million,
respectively, was unused.
The Company's bank agreements contain certain restrictive covenants
which, among other things, limit the amount of indebtedness
incurred by the Company and its subsidiaries and require the
maintenance of certain financial ratios by the Company and its
subsidiaries. During the quarter ended January 25, 1997, the
Company was in violation of certain covenants. LaSalle has agreed
to waive those covenants as of January 25, 1997. The company also
expects to be in violation of its covenants with LaSalle during the
second quarter. LaSalle may continue to waive such covenants on a
month-to-month basis.
Substantially all of the Company's property, plant and equipment
and certain current assets are pledged as collateral under bank
agreements.
<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 lacks
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 October 26, 1996 $23,483
Based on current forecasts, the Company does not expect to have
sufficient available cash in fiscal 1997 to make the June 15, 1997
11% Senior Notes interest payment. This will result in an event of
default at which time the Senior Notes will become due and payable.
Therefore, the Senior Notes have been classified as a current
liability on the January 25, 1997 and October 26, 1996 balance
sheets. The Company plans to restructure its 11% Senior Notes in
an effort to improve its liquidity. There can be no assurances
that such a restructuring will occur.
In accordance with Statement of Financial Accounting Standards No.
107, "Disclosures About Fair Value of Financial Instruments", the
Company has estimated the fair value of its bank debt using
interest rates that are similar to those that are currently
available for issuance of debt with similar credit risk, terms and
maturities. The fair value of the Company's Senior Notes is
estimated based on recent transactions. The estimated fair value
of the Company's Senior Notes at January 25, 1997 was 40% of the
face amount of the Senior Notes or approximately $9.4 million.
At January 25, 1997, aggregate maturities of borrowings are as
follows (in thousands):
1997 $23,483
1998 70
Total long-term borrowing $23,553
<PAGE>
5. INCOME TAXES
The Company provides for income taxes in accordance with the
provisions of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" (SFAS 109). The Company's deferred
tax asset is related primarily to its operating loss carryforward
for tax reporting purposes which approximated $38.6 million at
January 25, 1997 and October 26, 1996. The Company recorded a
valuation allowance amounting to the entire deferred tax asset
balance because the Company's financial condition, its lack of a
history of consistent earnings, possible limitations on the use of
carryforwards, and the expiration dates of certain of the net
operating loss carryforwards give rise to uncertainty as to whether
the deferred tax asset is realizable.
RYMER FOODS INC. AND SUBSIDIARIES
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 Managements 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. Certain of these factors
are described in the description of the Company's business, operations
and financial condition contained in this Form 10-Q. 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.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
On March 4, 1997, the Board of Directors of Rymer Foods Inc. approved a
plan that involves the exchange of existing long term debt for equity.
The Company expects to file an S-4 registration statement with the
Securities and Exchange Commission (SEC) by March 14, 1997. Upon SEC
review and comment, the plan will be submitted to shareholders and
noteholders for their approval. The debt for equity recapitalization
calls for approval by holders of the majority of the Company's
outstanding common stock for the restructuring and issuance of new
shares of common stock. The new stock will be used to retire at least
95% of the Company's Senior Notes, which is its only long term debt.
After giving effect to a 25 to 1 reverse stock split and the Senior
Notes Restructuring, it is estimated that there will be approximately
4.3 million common shares outstanding. Approval of the plan will likely
result in a dilution of the current shareholders' equity by 90%. If
approved, holders of the Company's 11% Senior Notes due 2000 will be
issued a yet-to-be determined number of shares of the Company's new
common stock for each $1,000 of principal and accrued interest to date.
The annual meeting, originally scheduled for April 16, 1997, will be
rescheduled when the registration statement becomes effective. The
exchange of these notes will eliminate 95% of all long term debt from
the Company's capital structure, a move the Company believes is
necessary to ensure the Company's long term viability.
General
The Company's consolidated results from operations are generated by its
meat processing operation.
First Quarter of 1997 versus First Quarter of 1996
Consolidated sales for the first quarter of 1997 of $8.3 million
decreased from the first quarter of 1996 by $3.7 million or 31%. Sales
decreased primarily due to lower prices, sales volume and changes in the
sales mix and customer base.
As compared to 1996, consolidated cost of sales decreased by $4.4
million or 36.9% while total gross profit was $703,000. As a percentage
of sales, the gross margin increased to 8.5% as compared to (0.2%) in
1996.
Gross profit increased compared to 1996 by $.7 million mainly due to
operational efficiency improvements. The Company's hourly work force
has declined by approximately 3% at the end of the first quarter of 1997
versus 1996.
Selling, general and administrative expenses decreased by $267,000 or
20.2% in 1997 as compared to 1996. Administrative expenses decreased by
$117,000. 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 $150,000 primarily due to reduced salary expenses due to decreases in
personnel.
<PAGE>
The Company's common stock was suspended from trading on the New York
Stock Exchange on February 19, 1997. It is anticipated that the NYSE
will not permit further trading of Rymer common stock and will take
steps to delist Rymer from NYSE trading privileges. Rymer stock
currently trades in the over-the-counter Bulletin Board market under the
symbol RYMR.
Interest Expense
Interest expense decreased by $131,000 or 13% as compared to 1996. This
decrease is due to repayments under the LaSalle line of credit such that
by January 25, 1997, the Company had no loan balance outstanding with
LaSalle. 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 is accruing Senior Note interest at
the 11% rate after December 15, 1996.
Other Income
The Company earned other income in 1997 of $10,000 consisting primarily
of interest income. The Company earned other income of $6,000 in 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 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.
LaSalle has proposed to extend the current LaSalle Credit Agreement to
July 31, 1997 from the original termination date of April 7, 1997. In
addition, LaSalle has proposed to reduce the credit facility from
$5 million to $4 million based on borrowing base availability calculations.
These events are subject to approval from LaSalle's loan committee.
During the quarter ended January 25, 1997, the Company was in violation
of certain covenants. LaSalle has agreed to waive those covenants as of
January 25, 1997, and may continue to waive such covenants on a month-
to-month basis. However, there can be no assurance that LaSalle will
issue such waivers.
<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 is
required to make an interest payment on June 15, 1997 of approximately
$1.3 million in respect to the Senior Notes. The Company does not
expect to have sufficient available cash to make this required interest
payment. Failure to make the June 1997 payment within 30 days of the
due date constitutes an event of default under the terms of the
indenture at which time the 11% Senior Notes will become due and
payable. Accordingly, the Senior Notes have been classified as a
current liability on the Company's consolidated balance sheet. An event
of default under the indenture is an event of default under the
Company's bank agreement with LaSalle also. On March 4, 1997, the
Company announced that its directors approved a plan to eliminate the
Company's long-term notes through an exchange of existing long-term debt
for equity. The debt for equity recapitalization calls for approval by
holders of the majority of the Company's outstanding common stock for
the restructuring and issuance of new shares of common stock. The new
stock will be used to retire at least 95% of the Company's Senior Notes.
Approval of the plan will likely result in a dilution of the current
shareholders' equity by 90%. After giving effect to the Senior Note
restructuring and a reverse stock split, it is estimated that there will
be approximately 4.3 million common shares outstanding.
The Company had a net working deficit at January 25, 1997 of $19.3
million which is principally due to the 11% Senior Notes being
classified as a current liability.
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 $1.9 million at
January 25, 1997 and $2.6 million at October 26, 1996, of which $1.9
million and $2.4 million, respectively, was unused.
The Company anticipates spending approximately $800,000 for capital
expenditures in 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.
<PAGE>
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.
20 Other Documents or Statements to Security Holders-
Senior Note Restructuring News Release
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:
None
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, Senior Vice President,
Chief Financial Officer and Treasurer
Date: March 11, 1997
EXHIBIT 11
COMPUTATION OF EARNINGS (LOSS) PER SHARE
ASSUMING ASSUMING
PRIMARY DILUTION FULL DILUTION
Thirteen Weeks Ended Thirteen Weeks Ended
Jan 25, Jan 27, Jan 25, Jan 27,
1997 1996 1997 1996
(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 - - - 74
3 Average number of common shares
outstanding 10,754 10,754 10,754 10,828
EARNINGS (LOSSES)
4 Loss from continuing
operations $(1,223) $(2,348) (1,223) $2,348)
5 Net loss $(1,223) $(2,316) $(1,223) $(2,316)
PER SHARE AMOUNTS
Loss from continuing
operations (line 4 / line 3) $ (.11) $ (.22) $ (.11) $ (.22)
(a)
Net loss
(line 5 / line 3) $ (.11) $ (.22) $ (.11) $ (.22)
NOTE 1 - In all years, earnings per share was calculated using the
treasury stock method.
(a) Amount is anti-dilutive; accordingly, primary earningsper share
is disclosed for reporting purposes in accordance with generally
accepted accounting principles.
EXHIBIT 20 SENIOR NOTE RESTRUCTURING NEWS RELEASE
RYMER FOODS' BOARD SEEKS TO ELIMINATE LONG TERM NOTES
THROUGH DEBT TO EQUITY EXCHANGE
March 4, 1997 FOR IMMEDIATE RELEASE
Chicago, IL - The Board of Directors of Rymer Foods Inc.
(OTCBB: RYMR) has approved a plan that involves the exchange
of existing long term debt for equity, it was announced here
today.
Rymer Foods expects to file an S-4 registration statement
with the Securities and Exchange Commission (SEC) within the
week. Upon SEC review and comment, the plan will be submitted
to shareholders and noteholders for their approval. The debt
for equity recapitalization by Rymer calls for approval by
holders of the majority of the firm's outstanding common stock
for the restructuring and issuance of up to 4.3 million shares
of new common stock. The new stock will be used to retire at
least 95% of the company's senior notes, which are its only
long term debt. Approval of the plan will likely result in a
dilution of the current shareholders' equity by 90%.
"We are optimistic that the financial recapitalization of
Rymer Foods, our holding company, will parallel the recent
progress we have had during the past year with our Rymer Meat
subsidiary," said P. Edward Schenk, Chairman, President and
CEO of Rymer.
Operational and marketing enhancements and a focus on
responsiveness, quality assurance and just-in-time delivery
programs have helped reduce capital loans by approximately $8
million and contributed to improved gross profit margins in
the last year.
"The holding company's restructuring will provide the
impetus necessary to support our future direction," Schenk
added.
If approved, holders of Rymer's 11% senior notes due 2000
will be issued a yet-to-be determined number of shares of
Rymer new common stock for each $1,000 of principal and
accrued interest to date. The annual meeting, originally
scheduled for April 16, 1997, will be rescheduled when the
registration statement becomes effective. The exchange of
these notes will eliminate 95% of all long term debt from
Rymer's capital structure, a move Rymer believes is necessary
to ensure the company's long term viability.
Rymer Foods is the holding company for Rymer Meat, a
Chicago-based portion-control meat company which provides
frozen, pre-seasoned meat and tailored programs to national
mid-scale family restaurant chains and institutional
foodservice providers.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-25-1997
<PERIOD-END> JAN-25-1997
<CASH> 586
<SECURITIES> 0
<RECEIVABLES> 1,882
<ALLOWANCES> 224
<INVENTORY> 3,805
<CURRENT-ASSETS> 6,302
<PP&E> 8,595
<DEPRECIATION> 7,027
<TOTAL-ASSETS> 9,541
<CURRENT-LIABILITIES> 25,589
<BONDS> 0
0
0
<COMMON> 10,754
<OTHER-SE> 44,363
<TOTAL-LIABILITY-AND-EQUITY> 9,541
<SALES> 8,278
<TOTAL-REVENUES> 8,278
<CGS> 7,575
<TOTAL-COSTS> 1,057
<OTHER-EXPENSES> (10)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 879
<INCOME-PRETAX> (1,223)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,223)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,223)
<EPS-PRIMARY> (.11)
<EPS-DILUTED> (.11)
</TABLE>
