WORTHINGTON FOODS INC /OH/
10-Q, 1998-08-06
POULTRY SLAUGHTERING AND PROCESSING
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<PAGE>   1
                                  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 3, 1998
                                                             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: 0-19887



                             WORTHINGTON FOODS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            OHIO                                          31-0733120
   ------------------------                ------------------------------------
   (State of incorporation)                (IRS Employer Identification Number)


                   900 PROPRIETORS ROAD, WORTHINGTON, OH 43085
       ---------------------------------------------------------------
      (Address of principal executive offices)              (Zip Code)


       Registrant's telephone number, including area code: (614) 885-9511



                                 Not Applicable
              ----------------------------------------------------
              (Former name, former address and formal fiscal year,
                         if changed since last report.)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.


         Class                              Outstanding at July 29, 1998
 ---------------------------                ----------------------------
 Common shares, no par value                          11,750,859


                            Exhibit Index at Page 14

                                  Page 1 of 16

<PAGE>   2

                     WORTHINGTON FOODS, INC. AND SUBSIDIARY

                                      INDEX


<TABLE>
<CAPTION>
                                                                                                      Page No.
                                                                                                      --------
    <S>                                                                                                 <C>
    PART I   FINANCIAL INFORMATION

      Item 1.Financial Statements

                   Condensed Consolidated Balance Sheets -
                     July 3, 1998 and December 31, 1997..............................................    3-4

                   Condensed Consolidated Statements of Income -
                     For the three month and six month periods ended July 3, 1998 and July 4, 1997...     5

                   Condensed Consolidated Statements of Cash Flows -
                     For the six month periods ended July 3, 1998 and July 4, 1997...................     6

                   Notes to Condensed Consolidated Financial Statements..............................     7


      Item 2.Management's Discussion and Analysis of Financial Condition
                    and Results of Operations........................................................    8-11

      Item 3.Quantitative and Qualitative Disclosures About Market Risk..............................     11


    PART II  OTHER INFORMATION.......................................................................     12
      Item 1.    Legal Proceedings...................................................................     12

      Item 2.    Changes in Securities and Use of Proceeds...........................................     12

      Item 3.    Defaults Upon Senior Securities.....................................................     12

      Item 4.    Submission of Matters to a Vote of Security Holders.................................     12

      Item 5.    Other Information...................................................................     12

      Item 6.    Exhibits and Reports on Form 8-K....................................................     12

      Signature    ..................................................................................     13

      Exhibit Index..................................................................................     14

             Exhibit 11 - Computation of Earnings Per Share..........................................     15

             Exhibit 27 - Financial Data Schedule....................................................     16
</TABLE>

                                     - 2 -
<PAGE>   3

ITEM 1.
FINANCIAL STATEMENTS
- --------------------


<TABLE>
                     WORTHINGTON FOODS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<CAPTION>
                                                            7/3/98      12/31/97
                                                            ------      --------
                                                          (UNAUDITED)  (AUDITED)
                                                               (000'S OMITTED)
<S>                                                        <C>          <C>     
ASSETS

Current Assets
    Cash .............................................     $  1,521     $   714
    Accounts receivable less allowance ...............        9,601       9,755
      (1998 - $148; 1997 - $100)
    Inventories:
        Finished goods ...............................       16,614      13,875
        Work in process ..............................        1,506       1,038
        Raw materials ................................        5,882       3,453
        Packaging materials and supplies .............        2,455       1,668
                                                           --------     -------
                                                             26,457      20,034

    Income taxes refundable ..........................          206       1,230
    Prepaid expenses and other .......................        4,524       3,387
                                                           --------     -------
        Total Current Assets .........................       42,309      35,120



    Property, Plant and Equipment
        Land .........................................          781         781
        Building and improvements ....................       26,436      25,712
        Machinery and equipment ......................       55,533      53,677
        Furniture and fixtures .......................        2,745       2,714
        Construction in progress .....................        2,146       1,768
                                                           --------     -------
                                                             87,641      84,652
        Less accumulated depreciation and 
         amortization ................................       28,252      25,640
                                                           --------     -------
                                                             59,389      59,012


    Goodwill .........................................          513         675
    Other intangible assets ..........................          643         679
                                                           --------     -------
                                                              1,156       1,354

              TOTAL ASSETS ...........................     $102,854     $95,486
                                                           ========     =======
</TABLE>


The accompanying notes are an integral part of the condensed consolidated
financial statements.

                                      - 3 -
<PAGE>   4

<TABLE>
                     WORTHINGTON FOODS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS




<CAPTION>

                                                                           7/3/98    12/31/97
                                                                           ------    --------
                                                                         (UNAUDITED) (AUDITED)
                                                                             (000'S OMITTED)
<S>                                                                           <C>         <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
    Accounts payable (including outstanding checks of $1,476 in 1998
          and $1,292 in 1997) ......................................     $  6,058     $ 4,731
    Accrued compensation ...........................................          711         513
    Other accrued expenses .........................................        3,428       2,262
    Current portion of long-term debt and capital lease 
     obligations ...................................................        2,067       2,501
                                                                         --------     -------
        Total Current Liabilities ..................................       12,264      10,007



Long-Term Liabilities
    Long-term debt and capital lease obligations ...................       22,083      22,333
Deferred income taxes ..............................................        7,038       6,730
                                                                         --------     -------
        Total Long-Term Liabilities ................................       29,121      29,063



Shareholders' Equity
    Preferred shares, no par value, authorized  2,000,000 shares,
         none issued ...............................................           --          --
    Common shares, $1.00 stated value, authorized 30,000,000 shares,
         issued 11,746,081 shares in 1998 and 11,580,507 in 1997 ...       11,746      11,580
    Additional paid-in capital .....................................       10,529      10,165
    Retained earnings ..............................................       39,194      34,671
                                                                         --------     -------
                                                                           61,469      56,416
                                                                         --------     -------

        TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .................     $102,854     $95,486
                                                                         ========     =======
</TABLE>



The accompanying notes are an integral part of the condensed consolidated
financial statements.

                                     - 4 -


<PAGE>   5

<TABLE>
                     WORTHINGTON FOODS, INC. AND SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME



<CAPTION>
                                          THREE MONTHS ENDED      SIX MONTHS ENDED
                                          ------------------      ----------------
                                          7/3/98      7/4/97     7/3/98       7/4/97
                                          ------      ------     ------       ------
                                                          (UNAUDITED)
                                            (000'S OMITTED, EXCEPT PER SHARE DATA)
<S>                                      <C>         <C>         <C>         <C>    
Net sales ..........................     $36,038     $31,398     $67,348     $57,887
Cost of goods sold .................      19,814      17,947      37,777      33,502
                                         -------     -------     -------     -------
   Gross profit ....................      16,224      13,451      29,571      24,385

Selling and distribution expenses ..       9,634       7,581      17,523      13,730
General and administrative 
 expenses ..........................         866         892       1,825       1,784
Research and development expenses ..         420         333         812         706
                                         -------     -------     -------     -------
                                          10,920       8,806      20,160      16,220
                                         -------     -------     -------     -------
Income from operations .............       5,304       4,645       9,411       8,165

Interest expense ...................         440         411         891         787
                                         -------     -------     -------     -------
Income before income taxes .........       4,864       4,234       8,520       7,378

Provision for income taxes .........       1,994       1,699       3,493       2,988
                                         -------     -------     -------     -------
Net income .........................     $ 2,870     $ 2,535     $ 5,027     $ 4,390
                                         =======     =======     =======     =======

Earnings per share:
     Basic .........................     $  0.25     $  0.22     $  0.43     $  0.38
                                         =======     =======     =======     =======
     Diluted .......................     $  0.24     $  0.21     $  0.42     $  0.37
                                         =======     =======     =======     =======

Dividends per share ................     $0.0215     $  0.02     $ 0.043     $  0.04
                                         =======     =======     =======     =======



Weighted average number of common
and common equivalent shares used in
computing earnings per share

     Basic .........................  11,723,816  11,517,857   11,683,762  11,488,176
     Diluted .......................  12,088,541  12,006,918   12,024,979  11,981,971
</TABLE>



Note: 1997 share amounts have been adjusted to reflect the four-for-three share
      split in December, 1997.


The accompanying notes are an integral part of the condensed consolidated
financial statements.

                                      - 5 -
<PAGE>   6
<TABLE>
                     WORTHINGTON FOODS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>

                                                                       SIX MONTHS ENDED
                                                                       ----------------
                                                                     7/3/98         7/4/97
                                                                     ------         ------
                                                                          (UNAUDITED)
                                                                        (000'S OMITTED)
<S>                                                                 <C>           <C>     
Operating activities:
  Net income ..................................................     $  5,027      $  4,390
  Adjustments to reconcile net income to net cash provided
   by operating activities:
    Depreciation ..............................................        2,645         2,139
     Deferred income taxes ....................................          308           277
    Amortization of intangible assets .........................          161           178
    Cash provided by (used for) current assets and liabilities:
      Accounts receivable .....................................          154        (2,067)
      Inventories .............................................       (6,423)       (5,257)
      Prepaid expenses and other ..............................       (1,137)       (1,367)
      Accounts payable and accrued expenses ...................        2,691         1,616
      Income taxes ............................................        1,023         1,021
    Decrease in other assets ..................................           37            69
                                                                    --------      --------

  Net cash provided by operating activities ...................        4,486           999


Investing activities:
  Purchases of property, plant and equipment, net .............       (3,021)       (7,972)
                                                                    --------      --------
  Net cash used for investing activities ......................       (3,021)       (7,972)


Financing activities:
  Proceeds from long-term borrowings ..........................       24,200        40,199
  Payments on long-term borrowings ............................      (24,884)      (32,933)
  Proceeds from the issuance of common shares .................          529           382
  Dividends paid ..............................................         (503)         (432)
                                                                    --------      --------
  Net cash (used for) provided by financing activities ........         (658)        7,216



Net increase in cash ..........................................          807           243
Cash at beginning of period ...................................          714           811
                                                                    --------      --------
Cash at end of period .........................................     $  1,521      $  1,054
                                                                    ========      ========
</TABLE>


The accompanying notes are an integral part of the condensed consolidated
financial statements.

                                      - 6 -
<PAGE>   7

                     WORTHINGTON FOODS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.       The accompanying condensed consolidated financial statements
         (unaudited) include the accounts of Worthington Foods, Inc. and
         Subsidiary.

         The information furnished reflects all adjustments (all of which were
         of a normal recurring nature) which are, in the opinion of management,
         necessary to fairly present the condensed consolidated financial
         position, results of operations, and cash flows on a consistent basis.
         Operating results for the three month and six month periods ended July
         3, 1998 are not necessarily indicative of the results that may be
         expected for the year ended December 31, 1998.

         The accompanying condensed consolidated financial statements
         (unaudited) are presented in accordance with the requirements for Form
         10-Q and consequently do not include all the disclosures normally
         required by generally accepted accounting principles. Reference should
         be made to the Company's Form 10-K for the fiscal year ended December
         31, 1997 (File No. 0-19887) for additional disclosures including a
         summary of the Company's accounting policies, which have not
         significantly changed. The Company's policy is that each fiscal year
         includes four, thirteen week periods.


2.       The Board of Directors at its July 21, 1998 meeting declared a $0.0215
         per share dividend payable October 30, 1998 to shareholders of record
         September 18, 1998.

                                      - 7 -
<PAGE>   8


ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS
- ----------


RESULTS OF OPERATIONS

The following table sets forth selected items from the Company's Consolidated
Statements of Income expressed as a percentage of net sales for the periods
indicated.
<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED     SIX MONTHS ENDED
                                              ------------------     ----------------
                                              7/3/98     7/4/97     7/3/98     7/4/97
                                              ------     ------     ------     ------
<S>                                            <C>        <C>        <C>        <C>   
Net sales ................................     100.0%     100.0%     100.0%     100.0%
Cost of goods sold .......................      55.0       57.2       56.1       57.9
                                               -----      -----      -----      -----
  Gross profit ...........................      45.0       42.8       43.9       42.1

Selling and distribution expenses ........      26.7       24.1       26.0       23.7
General and administrative expenses ......       2.4        2.8        2.7        3.1
Research and development expenses ........       1.2        1.1        1.2        1.2
                                               -----      -----      -----      -----
                                                30.3       28.0       29.9       28.0
                                               -----      -----      -----      -----
Income from operations ...................      14.7       14.8       14.0       14.1

Interest expense .........................       1.2        1.3        1.3        1.4
                                               -----      -----      -----      -----
Income before income taxes ...............      13.5       13.5       12.7       12.7

Provision for income taxes ...............       5.5        5.4        5.2        5.2
                                               -----      -----      -----      -----
Net income ...............................       8.0%       8.1%       7.5%       7.5%
                                               =====      =====      =====      =====
Provision for income taxes as a percentage
of income before income taxes ............      41.0%      40.1%      41.0%      40.5%
                                               =====      =====      =====      =====
</TABLE>

SECOND QUARTER OF 1998 COMPARED TO 1997

Net sales for the second quarter and six month period ended July 3, 1998
increased approximately $4,640,000 and $9,461,000 or 14.8% and 16.3% over the
similar prior year periods. Net sales for the second quarter of 1998 to the
Company's Specialty Markets (Seventh-day Adventist, Health Food, and
International) decreased approximately $246,000 or 2.3% from the similar prior
year period. This decrease is primarily attributable to lower International
sales for the quarter due to the timing of customer orders. For the six month
period, net sales to the Company's Specialty Markets increased approximately
$1,023,000 or 5.6% over the similar prior year period. The six month increase in
sales is more in line with Company expectations.

Net sales to Foodservice operations for the second quarter and six month period
of 1998 increased approximately $1,520,000 and $2,511,000 or 47.1% and 40.0%
over the similar prior year periods. Foodservice continues to benefit from
increased sales to existing accounts as well as several new customers. Strong
business relationships that have been created by the Company's sales force with
the decision makers in foodservice operations are expected to continue to
increase sales.

                                      - 8 -
<PAGE>   9
Net sales of Morningstar Farms(R) products to supermarkets in the second quarter
and six month period of 1998 increased approximately $3,365,000 and $5,926,000
or 19.1% and 17.9% over the similar prior year periods. Net sales of Morningstar
Farms meat alternative products in the second quarter and six month period of
1998 increased approximately $3,599,000 and $6,660,000 or 23.5% and 23.9% over
the similar prior year periods. The gain in sales continues to be attributed to
increased retail movement, increased distribution in supermarkets, and solid
acceptance of new and existing products. Distribution for America's Original
Veggie Dogs(TM) and Meat-free Corn Dogs continues to increase as initial
customer acceptance has been better than anticipated. The Company will be
introducing MSF Meat-free Buffalo Wings during the third quarter. These spicy
appetizers will start to appear on the frozen shelves of supermarkets in time
for the fall finger-food season. The Company's entry into the refrigerated meat
case began in the first quarter of 1998 with the rollout of five refrigerated
products in Modified Atmosphere Packaging (MAP). Sales of these products are
less than the Company projected at the beginning of the year, as there continues
to be out-of-stock problems with the meat case managers. The Company strongly
believes the concept is right and is working through the execution problems at
retail. Net sales of Morningstar Farms frozen egg substitutes for the second
quarter and six month period of 1998 decreased approximately $233,000 and
$733,000 or 9.8% and 14.0% from the similar prior year periods.

Gross profit as a percentage of net sales for the second quarter of 1998
increased from 42.8% in 1997 to 45.0% in 1998. For the six month period of 1998,
gross profit increased from 42.1% in 1997 to 43.9% in 1998. The increased gross
profit percentages are primarily attributable to the 3% price increase
implemented at the beginning of the second quarter, relatively stable material
prices, and ongoing efforts from the Company's consulting programs to control
variable costs and improve manufacturing efficiencies.

Selling and distribution expenses as a percentage of net sales for the second
quarter and six month period of 1998 increased from 24.1% and 23.7% in 1997 to
26.7% and 26.0% in 1998. Aggressive marketing and advertising expenditures were
made during the first half of 1998 to leverage the Company's market leadership
position in meat alternative products. Several significant advertising and
promotional programs were implemented during the second quarter of 1998 to
attempt to raise the awareness of the Company's products among consumers and
also reach the Company's target market in the most efficient manner. This
resulted in increased sales and distribution of the Company's products. General
and administrative expenses for the second quarter and six month period of 1998
decreased as a percentage of net sales from 2.8% and 3.1% in 1997 to 2.4% and
2.7% in 1998. This decrease is primarily the result of efficiencies gained
through higher sales volume. Research and development expenses remain comparable
to prior year percentages.

Interest expense for the second quarter and six month period of 1998 increased
approximately $29,000 and $104,000 or 7.1% and 13.2% over the similar prior year
periods. The increase is attributed to higher average borrowing levels
associated with increased inventory levels to support future sales growth and
the $11,500,000 capital expansion project at Zanesville which was completed
during September, 1997.

Net income for the second quarter and six month period of 1998 increased
approximately $335,000 and $637,000 or 13.2% and 14.5% over the similar prior
year periods. This increase is the result of increased sales and increased gross
profit percentages, partially offset by higher selling, general and
administrative expenses as a percentage of net sales, higher interest costs and
a higher tax rate.


LIQUIDITY AND CAPITAL RESOURCES

The Company relies on cash generated from operations and a $25,000,000 revolving
credit facility as its principal sources of liquidity. As of July 29, 1998,
$8,225,000 of this credit facility was unused. The Company believes that this
borrowing capability plus internally generated funds will be adequate to finance
current growth levels into the foreseeable future.

                                      - 9 -
<PAGE>   10
Due to the research and technology of refrigerated products not yet being
complete, the Company has postponed the $6,000,000 expansion at Zanesville to
produce America's Original Veggie Dogs and future refrigerated products. The
Company plans on spending approximately $7,500,000 to expand the frozen
distribution center in Zanesville. This expansion will allow the Company to
maintain higher finished goods inventory to support future sales growth.
Approximately $4,000,000 of the $7,500,000 will be spent during 1998 with the
remainder being spent in 1999. The distribution center expansion is expected to
be completed early in the second quarter of 1999 and will be funded through cash
generated from operations and the revolving credit facility. As of July 29,
1998, none of the $7,500,000 had been spent.

Net cash provided by operating activities for the six month period of 1998
increased over the similar prior year period due to an increase in net income
and changes in operating assets and liabilities.

Net cash used for investing activities during the six month period of 1998
decreased from the similar prior year period, primarily due to lower
expenditures for property, plant and equipment at Zanesville. During the first
six months of 1997, the Company had begun the $11,500,000 expansion project at
the Zanesville facility.

Net cash used for financing activities for the six month period of 1998
increased from the similar prior year period, primarily due to lower borrowings
for capital expenditures of property, plant and equipment and increased cash
from operations which was used to pay debt.


INFLATION

Although inflation has slowed in recent years, the Company continues to seek
ways to moderate any inflationary impact. To the extent possible based on
competitive conditions, the Company passes increased costs on to its customers
by increasing sales prices over time.

The Company uses the LIFO method of accounting for raw materials, packaging
materials and the materials content of work-in-process and finished goods. Under
this method, the cost of products sold reported in the financial statements
approximates current costs.


COMPLIANCE WITH ENVIRONMENTAL PROTECTION REGULATIONS

The Company does not anticipate that compliance with federal, state, and local
regulations with respect to the discharge of materials into the environment, or
otherwise relating to the protection of the environment, will have a material
effect on capital expenditures, earnings, or the competitive position of the
Company.


YEAR 2000

The Company has developed preliminary plans to address the possible exposures
related to the impact on its computer and operating systems of the year 2000.
Key financial and operational systems are being assessed and plans are being
developed to address system modifications required by December 31, 1999. The
Company expects that these modifications will be addressed and completed by
January 1, 1999. The Company has also established a preliminary plan to
determine the status of its suppliers in addressing their year 2000 compliance.
The financial impact of making the required changes is not expected to be
material to the Company's consolidated financial position, results of operations
or cash flows.

                                     - 10 -
<PAGE>   11
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-Q which are not historical fact are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to differ
materially. Such risks, uncertainties and other factors include, but are not
limited to, changes in general economic conditions, fluctuation in interest
rates, increases in raw material costs, level of competition, market acceptance
of new and existing products, price competition, the ability to deliver products
with acceptable profit margins, risks inherent in International development,
success of the Company's new user marketing strategy, capital expenditure
amounts, uninsured product liability, unforeseen technological issues associated
with Year 2000, and other factors described in detail in the Company's filings
with the Securities and Exchange Commission and communication to shareholders.



ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- ----------------------------------------------------------

Not Applicable

                                     - 11 -
<PAGE>   12

                           PART II. OTHER INFORMATION


         Item 1.   Legal Proceedings

                      Not Applicable


         Item 2.   Changes in Securities and Use of Proceeds

                      Not Applicable


         Item 3.   Defaults Upon Senior Securities

                      Not Applicable


         Item 4.   Submission of Matters to a Vote of Security Holders

                        Not Applicable


         Item 5.   Other Information

                      As discussed in the Company's Proxy Statement for the 1998
                      Annual Meeting of Shareholders, any qualified shareholder
                      of the Company who intends to submit a proposal to the
                      Company at the 1999 Annual Meeting of Shareholders must
                      submit such proposal to the Company not later than
                      November 17, 1998 to be considered for inclusion in the
                      Company's Proxy Statement and form of Proxy (the "Proxy
                      Materials") relating to that meeting. If a shareholder
                      intends to present a proposal at the 1999 Annual Meeting
                      of Shareholders, but has not sought the inclusion of such
                      proposal in the Company's Proxy Materials, such proposal
                      must be received by the Company prior to January 30, 1999
                      or the Company's management proxies for the 1999 Annual
                      Meeting will be entitled to use their discretionary voting
                      authority should such proposal then be raised, without any
                      discussion of the matter in the Company's Proxy Materials.


         Item 6.   Exhibits and Reports on Form 8-K

                      (a) Exhibits
                          Exhibit 11.  Computation of Earnings Per Share
                          Exhibit 27.  Financial Data Schedule

                      (b) No report on Form 8-K was filed during the fiscal
                          quarter ended July 3, 1998.

                                     - 12 -
<PAGE>   13

                                    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.




                                                     WORTHINGTON FOODS, INC.
                                                   ----------------------------
                                                          (Registrant)




        Date:   August 5, 1998                 By: /S/ WILLIAM T. KIRKWOOD
             -------------------                   ----------------------------
                                                       William T. Kirkwood
                                                   Executive Vice President and
                                                      Chief Financial Officer

                                     - 13 -
<PAGE>   14
                                  EXHIBIT INDEX


Filed with Worthington Foods, Inc. Quarterly Report on Form 10-Q for the Quarter
Ended July 3, 1998.



      Exhibit No.                                        Page No.
      -----------                                        --------

          11     Computation of Earnings Per Share          15

          27     Financial Data Schedule                    16


                                     - 14 -


<PAGE>   1
                                                                      EXHIBIT 11

<TABLE>
                                             WORTHINGTON FOODS, INC.
                                        COMPUTATION OF EARNINGS PER SHARE

<CAPTION>
                                                          THREE MONTHS ENDED               SIX MONTHS ENDED
                                                          ------------------               ----------------
                                                        7/3/98          7/4/97          7/3/98          7/4/97
                                                        ------          ------          ------          ------
<S>                                                  <C>             <C>             <C>             <C>        
Basic:

Weighted average number of common
shares outstanding .............................      11,723,816      11,517,857      11,683,762      11,488,176
                                                     ===========     ===========     ===========     ===========

Net income .....................................     $ 2,870,000     $ 2,535,000     $ 5,027,000     $ 4,390,000
                                                     ===========     ===========     ===========     ===========

Earnings per share .............................     $      0.25     $      0.22     $      0.43     $      0.38
                                                     ===========     ===========     ===========     ===========




Diluted:

Weighted average number of common
  shares outstanding ...........................      11,723,816      11,517,857      11,683,762      11,488,176

Net effect of dilutive stock options based
  on the treasury stock method using the
  average market price during the period .......         364,725         489,061         341,217         493,795
                                                     -----------     -----------     -----------     -----------

Weighted average common and common
  equivalent shares used in computing
  earnings per share ...........................      12,088,541      12,006,918      12,024,979      11,981,971
                                                     ===========     ===========     ===========     ===========

Net income .....................................     $ 2,870,000     $ 2,535,000     $ 5,027,000     $ 4,390,000
                                                     ===========     ===========     ===========     ===========

Earnings per share .............................     $      0.24     $      0.21     $      0.42     $      0.37
                                                     ===========     ===========     ===========     ===========
</TABLE>

Note: 1997 share amounts have been adjusted to reflect the four-for-three share
      split in December, 1997.

                                     - 15 -

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUL-03-1998
<CASH>                                           1,521
<SECURITIES>                                         0
<RECEIVABLES>                                    9,601
<ALLOWANCES>                                       148
<INVENTORY>                                     26,457
<CURRENT-ASSETS>                                42,309
<PP&E>                                          87,641
<DEPRECIATION>                                  28,252
<TOTAL-ASSETS>                                 102,854
<CURRENT-LIABILITIES>                           12,264
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        11,746
<OTHER-SE>                                      49,723
<TOTAL-LIABILITY-AND-EQUITY>                   102,854
<SALES>                                         67,348
<TOTAL-REVENUES>                                67,348
<CGS>                                           37,777
<TOTAL-COSTS>                                   57,937
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 891
<INCOME-PRETAX>                                  8,520
<INCOME-TAX>                                     3,493
<INCOME-CONTINUING>                              9,411
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     5,027
<EPS-PRIMARY>                                     0.43
<EPS-DILUTED>                                     0.42
        

</TABLE>


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