<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTER ENDED JUNE 30, 1997
Commission File Number 1-10741
PROVENA FOODS INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-2782215
- ----------------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
5010 EUCALYPTUS AVENUE, CHINO, CALIFORNIA 91710
- ----------------------------------------- ----------------------------------
(Address of principal executive offices) (ZIP Code)
(909) 627-1082
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
- ---
The number of shares of Provena Foods Inc. Common Stock outstanding as of the
close of business of the period covered by this report was:
COMMON STOCK 2,835,548
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PROVENA FOODS INC.
1997 Form 10-Q Second Quarter Report
Table of Contents
-----------------
<TABLE>
<CAPTION>
Item Page
- ---- ----
PART 1. FINANCIAL INFORMATION
-----------------------------
<S> <C>
1. Financial Statements.................................................................... 1
Condensed Statements of Earnings....................................................... 1
Condensed Balance Sheets............................................................... 2
Condensed Statements of Cash Flows..................................................... 3
Notes to Condensed Financial Statements................................................ 4
(1) Basis of Presentation.............................................................. 4
(2) Inventories........................................................................ 4
(3) Earnings per Share Information..................................................... 4
2. Management's Discussion and Analysis of Financial Condition and Results of Operations... 4
Results of Operations................................................................ 4
Swiss American Sausage Co. Meat Division............................................. 5
Royal-Angelus Macaroni Company Pasta Division ....................................... 5
The Company.......................................................................... 5
Liquidity and Capital Resources ..................................................... 5
PART 11. OTHER INFORMATION
--------------------------
1. Legal Proceedings....................................................................... 6
2. Changes in Securities................................................................... 6
3. Defaults Upon Senior Securities......................................................... 6
4. Submission of Matters to a Vote of Security Holders..................................... 6
5. Other Information....................................................................... 7
Common Stock Repurchase and Sale..................................................... 7
American Stock Exchange Listing...................................................... 7
Cash Dividend Paid................................................................... 7
Management Stock Transactions........................................................ 7
6. Exhibits and Reports on Form 8-K........................................................ 7
Signature .............................................................................. 8
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
PROVENA FOODS INC.
Condensed Statements of Earnings
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- -------------------------
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net sales $6,517,624 7,443,315 13,072,001 13,316,996
Cost of sales 5,936,402 6,668,296 11,898,226 12,133,667
---------- --------- ---------- ----------
Gross profit 581,222 775,019 1,173,775 1,183,329
Operating expenses:
Distribution 227,439 221,509 444,618 417,651
General and administrative 274,392 316,308 552,911 630,931
---------- --------- ---------- ----------
Operating income 79,391 237,202 176,246 134,747
Interest expense, net (20,836) (22,236) (38,568) (42,028)
Other income, net 76,722 27,788 104,146 58,074
---------- --------- ---------- ----------
Earnings before
income taxes 135,277 242,754 241,824 150,793
Income tax expense 53,200 90,200 95,200 59,000
---------- --------- ---------- ----------
Net earnings $ 82,077 152,554 146,624 91,793
---------- --------- ---------- ----------
Earnings per share $ .03 .05 .05 .03
Weighted average number
of shares outstanding 2,830,264 2,758,002 2,819,934 2,751,709
---------- --------- ---------- ----------
</TABLE>
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PROVENA FOODS INC.
Condensed Balance Sheets
<TABLE>
<CAPTION>
June 30, December 31,
Assets 1997 1996
------ -------- ------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and marketable securities $ 94,976 265,529
Accounts receivable, less allowance for doubtful
accounts of $24,000 at 1997 and $0 at 1996 2,384,914 2,408,297
Inventories 2,724,882 2,928,678
Prepaid expenses 91,016 57,159
Income taxes receivable 14,195 --
Total current assets 5,309,983 5,659,663
---------- ----------
Property and equipment (net) 4,546,580 4,704,602
Other assets 49,871 49,581
---------- ----------
$9,906,434 10,413,846
========== ==========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
Current portion of long-term debt $ 8,460 8,460
Accounts payable 783,194 670,594
Accrued expenses 727,683 1,384,925
Income taxes payable -- 24,460
Total current liabilities 1,519,337 2,088,439
---------- ----------
Deferred income 12,404 17,057
Long-term debt, less current portion 947,505 951,735
Shareholders' equity:
Capital stock, no par value, authorized 10,000,000
shares; issued and outstanding 2,835,548 at 1997
and 2,798,021 at 1996 4,351,267 4,257,760
Retained earnings 3,075,921 3,098,855
---------- ----------
Total shareholders' equity 7,427,188 7,356,615
---------- ----------
$9,906,434 10,413,846
========== ==========
</TABLE>
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PROVENA FOODS INC.
Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 146,624 91,793
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 308,527 290,181
Provision for bad debts 24,000 31,766
Increase in accounts receivable (617) (81,718)
Decrease in inventories 203,796 11,023
Decrease (increase) in income taxes receivable (14,195) 2,342
Increase in prepaid expenses (33,857) (24,110)
Increase in other assets (290) (40,610)
Increase in accounts payable 112,600 292,905
Decrease in accrued expenses (657,242) (464,675)
Increase (decrease) in income taxes payable (24,460) 29,057
Decrease in deferred income (4,653) (53,740)
--------- --------
Net cash provided
by operating activities 60,233 84,214
--------- --------
Cash flows from investing activities:
Addition to property and equipment (150,505) (132,164)
--------- --------
Net cash used in investing activities (150,505) (132,164)
--------- --------
Cash flows from financing activities:
Payments on note payable to bank (4,230) (4,230)
Proceeds from sale of capital stock 93,507 71,023
Payments received on note from shareholder -- 3,205
Cash dividends paid (169,558) (137,879)
--------- --------
Net cash used in financing activities (80,281) (67,881)
--------- --------
Net decrease in cash and cash equivalents (170,553) (115,831)
Cash and cash equivalents at beginning of period 265,529 350,843
--------- --------
Cash and cash equivalents at end of period $ 94,976 235,012
========= ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 40,866 44,157
Income taxes $ 133,855 27,600
</TABLE>
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PROVENA FOODS INC.
Notes to Condensed Financial Statements
June 30, 1997 and 1996
(1) Basis of Presentation
- -------------------------
The accompanying unaudited financial statements have been prepared in accordance
with the requirements of Form 10-Q and, therefore, do not include all
information and footnotes which would be presented were such financial
statements prepared in accordance with generally accepted accounting principles.
These statements should be read in conjunction with the audited financial
statements presented in the Company's Form 10-K for the year ended December 31,
1996. In the opinion of management, the accompanying financial statements
reflect all adjustments which are necessary for a fair presentation of the
results for the interim periods presented. Such adjustments consisted only of
normal recurring items. The results of operations for the three months and six
months ended June 30, 1997 are not necessarily indicative of results to be
expected for the full year.
(2) Inventories
- ---------------
Inventories at June 30, 1997 (unaudited) and December 31, 1996 consist of:
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
Raw materials $ 936,418 935,835
Work-in-process 796,630 689,650
Finished goods 991,834 1,303,193
---------- ---------
$2,724,882 2,928,678
========== =========
</TABLE>
(3) Earnings per Share Information
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In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 128, yearnings per Share. which
changes the methods of calculating and presenting earnings per share. SFAS No.
128 will be adopted by the Company effective the 4th quarter of 1997.
Thereafter, financial statements and historical information included therein
will be presented in conformity with SFAS No. 128, which, in the opinion of
management, will not have a material effect on the information presented.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Results of Operations
- --------------------- Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ------------------------
(Unaudited) 1997 1996 1997 1996
(amounts in thousands)
<S> <C> <C> <C> <C>
Net sales by division:
SWISS AMERICAN $4,508 $5,079 $8,977 $8,642
ROYAL-ANGELUS 2,010 2,364 4,095 4,675
------ ------ ------- -------
Total $6,518 $7,443 $13,072 $13,317
====== ====== ======= =======
Sales in thousands of
pounds by division:
SWISS AMERICAN 2,910 3,571 5,819 6,092
ROYAL-ANGELUS 4,451 4,600 8,629 8,960
</TABLE>
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Swiss American Sausage Co. Meat Division
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Sales by the processed meat division increased about 4% in dollars but decreased
about 4% in pounds in the 1st six months of 1997 and decreased 11 % in dollars
and 19% in pounds in the 2nd quarter of 1997, compared to the same periods of
1996. Notwithstanding the decreases, Swiss's trend is increasing sales because
the decreases are substantially less than last year's increases. Last year,
special pizza chain orders caused Swiss's sales in pounds to be up 29% in the
1st six months and 55% in the 2nd quarter compared to the prior year. The
decreases in sales in pounds did not cause commensurate decreases in sales in
dollars because of higher selling prices reflecting higher meat costs. Swiss had
a significant operating profit for the 1st six months of 1997 which exceeded its
operating profit for the 1st six months of 1996.
Plant employees are represented by United Food and Commercial Workers Union
Local 101, AFL-CIO, under a collective bargaining agreement renewed July 10,
1995 to expire March 31, 1998. There has been no significant labor unrest at the
division's plants and the Company believes it has a satisfactory relationship
with its employees.
Royal-Angelus Macaroni Company Pasta Division
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The pasta division's sales decreased about 12% in dollars and 4% in pounds in
the 1st half of 1997 and decreased 15% in dollars and 3% in pounds in the 2nd
quarter of 1997, compared to the same periods of 1996. The decreased sales
reflect price competition resulting from increasing industry capacity. The
decreases were proportionately higher in dollars than in pounds because of lower
average selling prices in response to the price competition. Royal's operating
profit for the 1st half of 1997 was down 11% from the 1st half of 1996.
The Company
- -----------
Company sales were down 2% in the 1st half of 1997 compared to the 1st half of
1996 and were down 12% in the 2nd quarter of 1997 compared to the 2nd quarter of
1996. Net earnings for the 1st half of 1997 were $146,624 compared to $91,793 a
year ago, but earnings for the 2nd quarter of 1997 were $82,077, down from
$152,554 a year ago. Margins for the 1st half of 1997 were 9%, about the same as
8.9% a year ago. Margins of 8.9% for the 2nd quarter of 1997 were down from
10.4% for the 2nd quarter of 1996 primarily because of lower margins at Swiss
caused by price increases lagging meat cost increases. Both divisions
contributed to the sales decrease for the 2nd quarter, but the decrease for the
1st half resulted from decreased sales at Royal, partially offset by the
increased sales at Swiss, although sales in pounds decreased 4% at both
divisions in the 1st half.
General and administrative expense was down about $78,000 for the 1st half of
1997 compared to the same period in 1996, primarily due to a decrease of officer
payroll at Royal. Distribution expense was up $27,000 despite a slight decrease
in sales, because Royal bore the freight on a higher proportion of its sales.
Net interest expense decreased slightly because of lower borrowing under the
bank line of credit. Other income increased because of a $45,024 state
reimbursement of part of the cost of the 1991 removal of a gasoline storage tank
at the former distribution division warehouse.
Liquidity and Capital Resources
- -------------------------------
The Company has generally satisfied its normal working capital requirements with
funds derived from operations and borrowings under its bank line of credit. At
June 30, 1997, the Company
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had no borrowings under its $2,000,000 unsecured bank line of credit with Wells
Fargo Bank, NA. The line was renewed in June 1997 to expire June 1, 1998, and
bears interest at a variable rate of 3/8% over prime. The line provides that if
a financial covenant is violated, the Company agrees to grant the bank a
security interest in receivables, inventories and equipment. The line prohibits
mergers, acquisitions, lending, borrowing, guaranteeing, annual capital
expenditures over $500,000 and new annual lease obligations over $100,000 and
requires a minimum tangible net worth of $7,150,000, a maximum debt to tangible
net worth ratio of 0.75, a minimum debt coverage ratio of 1.75, a minimum
current ratio of 2, profitable operations on a cumulative quarterly basis and a
zero balance for 30 days during the term. The last requirement was fulfilled in
June 1997. The Company is not in violation of any financial covenants.
In April 1995, Wells Fargo Bank, NA made a 5 year term loan of $975,000 to the
Company to purchase the 2nd Royal building, secured by the building, bearing
interest at 2% over the bank's "LIBOR," with a $955,965 balance at June 30,
1997, including the $8,460 current portion. The pasta division occupies 40% of
the building and 60% is leased to a tenant.
Cash decreased $170,553 during the 1st half of 1997 compared to a $115,831
decrease a year ago, the $55,000 difference resulting from $24,000 less cash
provided by operations, $18,000 more cash used in investing and $13,000 more
cash used in financing. Operations produced less cash, despite higher earnings
and depreciation, a greater inventory decrease and a lower accounts receivable
increase, because of a lower increase in accounts payable and a higher decrease
in accrued expenses. More cash was used in investing for capital expenditures,
including a retail packaging machine at Swiss. Financing used more cash for
higher dividends, partially of&et by higher proceeds from the sale of capital
stock.
The Company believes that its operations and bank line of credit will provide
adequate working capital to satisfy the normal needs of its operations for the
foreseeable future, subject to the need to finance a new meat plant.
The Company has no long-term debt except the $955,965 secured by the 2nd Royal
building. All of its other assets are currently unencumbered.
PART II. OTHER INFORMATION
--------------------------
ITEM 1. LEGAL PROCEEDINGS No significant litigation.
ITEM 2. CHANGES IN SECURITIES None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its annual meeting of shareholders on Tuesday, April 22, 1997,
at 11:00 a.m. at the Company's principal office. Shareholders representing
2,637,980 or 93.7% of the 2,816,364 shares entitled to vote were present in
person or by proxy, with 15,801 broker non-votes. The following persons were
nominated and elected directors, with votes for, withheld from specified
nominees, or without authority to vote for directors, as indicated:
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<TABLE>
<CAPTION> Without
Nominee For Withheld Authority
------- --- -------- ---------
<S> <C> <C> <C>
John D. Determan 2,632,260 9,300 5,420
Theodore L. Arena 2,637,980 -0- 5,420
Ronald A. Provera 2,637,980 -0- 5,420
Santo Zito 2,637,980 -0- 5,420
Thomas J. Mulroney 2,637,980 -0- 5,420
Louis A. Arena 2,634,180 3,800 5,420
Joseph W. Wolbers 2,627,280 10,700 5,420
John M. Boukather 2,630,980 7,000 5,420
</TABLE>
ITEM 5. OTHER INFORMATION
Common Stock Repurchase and Sale
- --------------------------------
The Company did not purchase any of its shares during the 1st half of 1997 under
its stock repurchase program.
During the 1st half of 1997 the Company sold 27,127 newly issued shares of its
common stock under its 1988 Employee Stock Purchase Plan, at an average selling
price of $2.58 per share. From inception of the Plan through June 30, 1997,
employees have purchased a total of 366,095 shares. In addition, during the 1st
half of 1997, Incentive Stock Options were exercised to purchase 10,400 newly
issued shares of common stock at the exercise price of $2.25 per share.
American Stock Exchange Listing
- -------------------------------
The Company's stock trades on the American Stock Exchange under the ticker
symbol "PZA".
Cash Dividends Paid
- -------------------
A cash dividend of $0.03 per share was paid June 30 to shareholders of record
June 10, 1997.
Management Stock Transactions
- -----------------------------
No purchases or sales of the Company's common stock by officers or directors
were reported during the 2nd quarter of 1997, except 17 shares purchased by John
M. Boukather, director, under a broker's dividend reinvestment program.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The only exhibit filed with this report is the EDGAR Financial Data Schedule
of Exhibit 27.
(b) No reports on Form 8-K were filed during the three months ended June 30,
1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 28, 1997 PROVENA FOODS INC.
By /s/ Thomas J. Mulroney
----------------------
Thomas J. Mulroney
Vice President and
Chief Financial Officer
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 74,652
<SECURITIES> 20,324
<RECEIVABLES> 2,408,914
<ALLOWANCES> 24,000
<INVENTORY> 2,724,882
<CURRENT-ASSETS> 5,309,983
<PP&E> 9,433,487
<DEPRECIATION> 4,886,907
<TOTAL-ASSETS> 9,906,434
<CURRENT-LIABILITIES> 1,519,337
<BONDS> 947,505
0
0
<COMMON> 4,351,267
<OTHER-SE> 3,075,921
<TOTAL-LIABILITY-AND-EQUITY> 9,906,434
<SALES> 13,072,001
<TOTAL-REVENUES> 13,172,408
<CGS> 11,898,226
<TOTAL-COSTS> 997,529
<OTHER-EXPENSES> 3,739
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42,836
<INCOME-PRETAX> 241,824
<INCOME-TAX> 95,200
<INCOME-CONTINUING> 146,624
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 146,624
<EPS-PRIMARY> .05
<EPS-DILUTED> .05
</TABLE>
