<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
- --------------------------------------------------------------------------------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
- --------------------------------------------------------------------------------
FOR THE QUARTER ENDED MARCH 31, 1998
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 incorporation (I.R.S. employer identification
or organization) number)
5010 EUCALYPTUS AVENUE, CHINO, CALIFORNIA 91710
- -------------------------------------------- ------------------------------
(Address of principal executive offices) (ZIP Code)
(909) 627-1082
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by checkmark whether the registrant (1) has filed all reports 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 2,876,587
<PAGE>
1998 Form 10-Q First Quarter Report
Table of Contents
-----------------
Item Page
- ---- ----
PART I. FINANCIAL INFORMATION
-----------------------------
1. Financial Statements................................................. 1
Condensed Statements of Income.................................... 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
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 4
Results of Operations............................................. 4
Swiss American Sausage Co. Meat Division.......................... 4
Royal-Angelus Macaroni Company Pasta Division..................... 5
The Company....................................................... 5
Liquidity and Capital Resources................................... 5
Year 2000......................................................... 6
PART II. 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 Dividends Paid................................................. 7
Management Stock Transactions....................................... 7
6. Exhibits and Reports on Form 8-K...................................... 7
Signature............................................................. 7
-ii-
<PAGE>
PART I. FINANCIAL INFORMATION
-----------------------------
ITEM I. FINANCIAL STATEMENTS
PROVENA FOODS INC.
Condensed Statements of Income
(Unaudited)
Three Months Ended
March 31,
-----------------------
1998 1997
Net sales $7,353,290 6,554,377
Cost of sales 6,212,139 5,961,824
--------- ---------
Gross profit 1,141,151 592,553
Operating expenses:
Distribution 262,977 217,179
General and administrative 302,463 278,519
--------- -------
Operating profit 575,711 96,855
Interest expense, net (249) (17,732)
Other income, net 35,745 27,424
------- -------
Earnings before income taxes 611,207 106,547
Income tax expense 243,000 42,000
------- -------
Net earnings $ 368,207 64,547
========== =======
Earnings per share:
Basic $ .13 .02
========== =======
Diluted $ .13 .02
========== =======
Weighted average number of shares outstanding:
Basic 2,873,301 2,809,488
--------- ---------
Diluted 2,921,584 2,827,894
--------- ---------
-1-
<PAGE>
PROVENA FOODS INC.
Condensed Balance Sheets
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
Assets -------- -----------
------ (Unaudited)
<S> <C> <C>
Current assets:
Cash and marketable securities $ 721,733 1,089,957
Accounts receivable, less allowance for
doubtful accounts of $22,934 at 1998
and $10,934 at 1997 2,593,345 3,112,520
Inventories 2,988,166 2,679,118
Prepaid expenses 182,030 45,460
--------- ---------
Total current assets 6,485,274 6,927,055
--------- ---------
Deferred tax asset 100,345 101,279
Property and equipment, net 4,559,913 4,467,521
Other assets 47,343 43,203
--------- ---------
$11,192,875 11,539,058
=========== ==========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
Current portion of long term debt $ 8,460 8,460
Accounts payable 864,713 1,123,820
Accrued expenses 579,476 1,122,068
Income taxes payable 241,958 98,545
---------- ----------
Total current liabilities 1,694,607 2,352,893
---------- ----------
Deferred income 5,426 7,752
Long-term debt, net of current portion 741,160 743,275
Shareholders' equity:
Capital stock, no par value; authorized
10,000,000 shares; issued and out-
standing 2,876,587 at 1998 and
2,865,981 at 1997 4,457,281 4,422,647
Retained earnings 4,294,401 4,012,491
---------- ----------
Total shareholders' equity 8,751,682 8,435,138
---------- ----------
$11,192,875 11,539,058
=========== ==========
</TABLE>
-2-
<PAGE>
PROVENA FOODS, INC.
Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net earnings $368,207 64,547
Adjustments to reconcile net earnings
to net cash used in operating activities:
Depreciation and amortization 130,783 154,263
Provision for bad debts 22,934 12,000
Decrease in accounts receivable 496,241 215,823
Increase in inventories (309,048) (233,338)
Increase in prepaid expenses (136,570) (62,927)
Increase in other assets (4,140) (3,871)
Increase (decrease) in accounts payable (259,107) 313,578
Decrease in accrued expenses (542,592) (541,550)
Increase (decrease) in income taxes payable 143,413 (7,855)
Decrease in deferred income (1,392) (2,327)
--------- -------
Net cash used in operating activities (91,271) (91,657)
--------- -------
Cash flows from investing activities:
Additions to property and equipment (223,175) (115,379)
--------- -------
Net cash used in operating activities (223,175) (115,379)
--------- -------
Cash flows from financing activities:
Net borrowings on note payable to bank -- 54,226
Payments on long term debt (2,115) (2,115)
Proceeds from sale of capital stock 34,634 56,442
Cash dividends paid (86,297) (84,491)
--------- -------
Net cash provided by (used in)
financing activities (53,778) 24,062
--------- -------
Net decrease in cash and cash equivalents (368,224) (182,974)
Cash and cash equivalents at beginning of period 1,089,957 265,529
--------- -------
Cash and cash equivalents at end of period $721,733 82,555
======== =======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 14,442 20,133
Income taxes $ 99.589 49,855
======== =======
</TABLE>
-3-
<PAGE>
PROVENA FOODS INC.
Notes to Condensed Financial Statements
March 31, 1998 and 1997
(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,
1997. 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 ended
March 31, 1998 are not necessarily indicative of results to be expected for the
full year.
(2) Inventories
- ---------------
Inventories at March 31, 1998 (unaudited) and December 31, 1997 consist of:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Raw materials $1,069,411 1,220,151
Work-in-process 551,639 674,400
Finished goods 1,367,116 784,567
--------- ---------
$2,988,166 2,679,118
========= =========
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Results of Operations Three Months Ended
- --------------------- March 31,
----------------------
(Unaudited) 1998 1997
---- ----
(amounts in thousands)
<S> <C> <C>
Net sales by division:
SWISS AMERICAN $4,592 $4,469
ROYAL-ANGELUS 2,761 2,085
----- -----
Total $7,353 $6,554
===== =====
Sales in thousands of
pounds by division:
SWISS AMERICAN 3,013 2,909
ROYAL-ANGELUS 5,924 4,178
</TABLE>
Swiss American Sausage Co. Meat Division
- ----------------------------------------
Sales by the processed meat division increased about 3% in dollars and 4% in
pounds in the 1st three months of 1998 over the same period in 1997. Sales in
dollars increased proportionately less than in pounds because of lower selling
prices reflecting lower meat costs. Swiss had a substantial operating profit for
the 1st quarter of 1998, up materially over its operating profit for the 1st
quarter of 1997. The increased profit flowed from increased margins resulting
from
-4-
<PAGE>
lower meat costs, despite lower average selling prices and higher production
costs per pound.
Plant employees are represented by United Food and Commercial Workers Union
Local 101, AFL-CIO, under a collective bargaining agreement which expired March
31, 1998. Negotiations to renew the agreement are in progress and are expected
to be successful. There has been no significant labor unrest at the division's
plant and the Company believes it has a satisfactory relationship with its
employees.
Royal-Angelus Macaroni Company Pasta Division
- ---------------------------------------------
The pasta division's sales increased about 32% in dollars and 42% in pounds in
the 1st quarter of 1998 compared to the 1st quarter of 1997. The percent
increase was lower in dollars than in pounds because of lower average selling
prices in response to price competition. Royal's operating profit for the 1st
quarter of 1998 was up substantially over its operating profit for the 1st
quarter of 1997 because of higher margins resulting from lower production costs
per pound on increased volume, despite higher flour costs and lower average
selling prices.
The Company
- -----------
Company sales were up about 12% and the Company realized a net profit of
$368,207 in the 1st quarter of 1998 compared to $64,547 for the 1st quarter of
1997. The improved profitability of the Company resulted from higher margins on
higher sales, with both divisions participating in the increased margins and
increased sales. Margins in the 1st quarter of 1998 were 15.5% compared to 9% a
year ago.
Administrative expense was up about $24,000 for the 1st quarter of 1998 compared
to the same period in 1997, an 8.6% increase on a 12% increase in sales,
primarily from increased officer payroll. Distribution expense was up about
$46,000 or about 21% on a 12% sales increase, because of increased salesmen
payroll, salesmen expense and promotional expense at Swiss and increased officer
payroll, sales with pre-paid freight and sales commissions at Royal. Net
interest expense decreased about $17,500 because of lower borrowing under the
bank line, a lower balance on the term loan and interest income on higher cash
balances. Other income increased primarily because of a reimbursement from a
supplier.
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
March 31, 1998, the Company 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, expires on 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 2.00, profitable operations
on a cumulative quarterly basis and a zero balance for 30 days during the term.
The Company is not in violation of any financial covenants.
-5-
<PAGE>
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 $749,620 balance at March 31,
1998, including the $8,460 current portion. The pasta division occupies 40% of
the building and 60% is leased to a tenant.
Cash decreased $368,224 in the 1st quarter of 1998 compared to a decrease of
$182,974 in the 1st quarter of 1997, the $185,000 difference resulting from
$108,000 more cash used in investing activities and $77,000 more cash used in
financing activities. Operating activities used about the same amount of cash as
last year, with the increases in cash from greater net earnings, accounts
receivable and income taxes payable, absorbed by decreases in cash from accounts
payable, inventories and prepaid expenses. Inventories increased from year end
but were lower than a year ago. More cash was used in investing for capital
expenditures, including production and packaging equipment at Royal and
equipment replacement and capitalized costs of a new plant at Swiss. Financing
activities used more cash because of less borrowing under the bank line and no
exercise of stock options.
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
forseeable future, subject to the need to finance a new meat plant. The Company
is seeking bank financing to build a new meat plant at an estimated cost in
excess of $8,000,000.
The Company has no long term debt except the $749,620 secured by the 2nd Royal
building. All of its other assets are unencumbered and could be borrowed against
as a source of liquidity if an unforseen need arises.
Year 2000
- ---------
Many computer programs use only the last two digits of a year to store or
process dates, including the accounting programs used by both divisions of the
Company. As a result, the programs may treat dates after 1999 as earlier dates
than before 2000, which could adversely affect routines such as calculating
depreciation or aging accounts receivable. The Company has engaged a computer
programmer to correct this defect in the Company's programs and expects the
defect will be corrected without material cost before the year 2000. The
Company's customers, suppliers and service providers may use computer programs
with similar defects, which, to the extent not corrected, could adversely affect
the Company's operations, such as the receipt of supplies, services, purchase
orders and payments of accounts receivable.
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 None.
-6-
<PAGE>
ITEM 5. OTHER INFORMATION
Common Stock Repurchase and Sale
- --------------------------------
During the 1st three months of 1998 the Company did not purchase any shares of
its common stock under its stock repurchase program.
During the 1st three months of 1998 the Company sold 10,606 newly issued shares
of its common stock under its 1988 Employee Stock Purchase Plan, at an average
selling price of $3.27 per share. From inception of the Plan through March 31,
1998, employees have purchased a total of 404,929 shares.
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 March 31, 1998 to shareholders of
record March 10, 1998.
Management Stock Transactions
- -----------------------------
No purchases or sales of the Company's common stock by officers or directors
were reported during the 1st quarter of 1998, 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 March 31,
1998.
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: April 25, 1998 PROVENA FOODS INC.
By /s/ Thomas J. Mulroney
-----------------------
Thomas J. Mulroney
Vice President and
Chief Financial Officer
-7-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 702,261
<SECURITIES> 19,472
<RECEIVABLES> 2,616,279
<ALLOWANCES> 22,934
<INVENTORY> 2,988,166
<CURRENT-ASSETS> 6,485,274
<PP&E> 9,793,378
<DEPRECIATION> 5,233,465
<TOTAL-ASSETS> 11,192,875
<CURRENT-LIABILITIES> 1,694,607
<BONDS> 741,160
0
0
<COMMON> 4,457,281
<OTHER-SE> 4,294,401
<TOTAL-LIABILITY-AND-EQUITY> 11,192,875
<SALES> 7,353,290
<TOTAL-REVENUES> 7,406,314
<CGS> 6,212,139
<TOTAL-COSTS> 565,440
<OTHER-EXPENSES> 3,086
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,427
<INCOME-PRETAX> 611,207
<INCOME-TAX> 243,000
<INCOME-CONTINUING> 368,207
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 368,207
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
</TABLE>
