<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 JUNE 30, 1999
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 number)
incorporation or organization)
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 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 2,945,937
<PAGE>
PROVENA FOODS INC.
1999 Form 10-Q Second Quarter Report
Table of Contents
-----------------
<TABLE>
<CAPTION>
Item Page
- ---- ----
<S> <C>
PART I. FINANCIAL INFORMATION
-----------------------------
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
2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................5
Results of Operations....................................................................................5
Swiss American Sausage Co. Meat Division.................................................................5
Royal-Angelus Macaroni Company Pasta Division............................................................5
The Company..............................................................................................6
Liquidity and Capital Resources..........................................................................6
Year 2000................................................................................................7
3. Quantitative and Qualitative Disclosures About Market Risk..................................................8
PART II. OTHER INFORMATION
--------------------------
1. Legal Proceedings...........................................................................................8
2. Changes in Securities.......................................................................................8
3. Defaults Upon Senior Securities.............................................................................8
4. Submission of Matters to a Vote of Security Holders.........................................................8
5. Other Information...........................................................................................9
Common Stock Repurchase and Sale.........................................................................9
American Stock Exchange Listing..........................................................................9
Cash Dividend Paid.......................................................................................9
Management Stock Transactions............................................................................9
6. Exhibits and Reports on Form 8-K............................................................................9
Signature...................................................................................................9
</TABLE>
-ii-
<PAGE>
PART 1. FINANCIAL INFORMATION
-----------------------------
ITEM 1. FINANCIAL STATEMENTS
PROVENA FOODS INC.
Condensed Statements of Earnings
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net sales $4,773,677 6,407,691 9,709,187 13,760,981
Cost of sales 5,003,808 5,546,657 9,963,487 11,758,796
---------- --------- --------- ----------
Gross profit (loss) (230,131) 861,034 (254,300) 2,002,185
Operating expenses:
Distribution 295,646 271,281 579,698 534,258
General and administrative 337,642 297,244 683,489 599,707
---------- --------- --------- ----------
Operating income (loss) (863,419) 292,509 (1,517,487) 868,220
Interest expense, net (38,295) (1,522) (40,617) (1,771)
Other income, net 1,266,245 31,204 2,347,869 66,949
---------- --------- --------- ----------
Earnings before
income taxes 364,531 322,191 789,765 933,398
Income tax expense 146,000 128,000 316,000 371,000
---------- --------- --------- ----------
Net earnings $ 218,531 194,191 473,765 562,398
========== ========= ========= ==========
Earnings per share:
Basic $ .07 .07 .16 .20
========== ========= ========= ==========
Diluted $ .07 .07 .16 .19
========== ========= ========= ==========
Weighted average number
of shares outstanding:
Basic 2,938,316 2,884,742 2,930,579 2,879,053
---------- --------- --------- ----------
Diluted 2,955,804 2,933,913 2,945,106 2,924,088
---------- --------- --------- ----------
</TABLE>
See accompanying Notes to Condensed Financial Statements.
-1-
<PAGE>
PROVENA FOODS INC.
<TABLE>
<CAPTION>
Condensed Balance Sheets
June 30, December 31
1999 1998
--------- -----------
(Unaudited)
<S> <C> <C>
Assets
------
Current assets:
Cash and cash equivalents $ 112,283 116,306
Accounts receivable, less allowance for doubtful
accounts of $24, 000 at 1999 and $0 at 1998 1,629,252 1,638,022
Insurance recovery receivable 1,562,118 2,204,738
Inventories 1,955,231 1,458,369
Prepaid expenses 121,697 59,118
Income taxes receivable 2,089 --
------------ ---------
Total current assets 5,382,670 5,476,553
------------ ---------
Restricted cash -- 3,960,224
Deferred tax asset 73,504 73,504
Property and equipment, net 13,314,198 7,602,040
Other assets 135,290 167,342
------------ ----------
$ 18,905,662 17,279,663
============ ==========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
Current portion of long-term debt $ 76,700 --
Note payable to bank 783,275 --
Accounts payable 1,689,911 1,118,294
Accrued expenses 977,209 989,443
Income taxes payable --- 107,960
------------ ----------
Total current liabilities 3,527,095 2,215,697
------------ ----------
Long-term debt, less current portion 3,923,300 4,000,000
Deferred tax liability 584,519 584,519
Shareholders' equity:
Capital stock, no par value, authorized 10,000,000
shares; issued and outstanding 2,945,937 at 1999
and 2,913,098 at 1998 4,666,138 4,572,482
Retained earnings 6,204,610 5,906,965
------------ ----------
Total shareholders' equity 10,870,748 10,479,447
------------ ----------
$ 18,905,662 17,279,663
============ ==========
</TABLE>
See accompanying Notes to Condensed Financial Statements.
-2-
<PAGE>
PROVENA FOODS INC.
Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------------
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 473,765 562,398
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 221,549 273,907
Provision for bad debts 24,000 28,934
Decrease (increase) in accounts receivable (15,230) 1,216,841
Decrease in insurance recovery receivable 642,620 --
Decrease (increase) in inventories (496,862) 171,509
Increase in income taxes receivable (2,089) (50,042)
Increase in prepaid expenses (62,579) (56,218)
Decease (increase) in other assets 32,052 (3,027)
Increase (decrease) in accounts payable 571,617 (418,507)
Decrease in accrued liabilities (12,234) (377,064)
Decrease in income taxes payable (107,960) (98,545)
Decrease in deferred income -- (4,653)
--------- ---------
Net cash provided by operating activities 1,268,649 1,245,533
--------- ---------
Cash flows from investing activities:
Addition to property and equipment (5,933,707) (342,164)
--------- ---------
Net cash used in investing activities (5,933,707) (342,164)
--------- ---------
Cash flows from financing activities:
Payments on note payable to bank -- (4,230)
Proceeds from note payable to bank 783,275 --
Decrease in restricted cash 3,960,224 --
Proceeds from sale of capital stock 93,656 74,043
Cash dividends paid (176,120) (172,947)
Net cash provided by (used in) --------- ---------
financing activities 4,661,035 (103,134)
--------- ---------
Net increase (decrease) in cash and cash equivalents (4,023) 800,235
Cash and cash equivalents at beginning of period 116,306 1,089,957
--------- ---------
Cash and cash equivalents at end of period $ 112,283 1,890,192
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 92,614 28,877
Income taxes $ 426,048 519,589
</TABLE>
See accompanying Notes to Condensed Financial Statements.
-3-
<PAGE>
PROVENA FOODS INC.
Notes to Condensed Financial Statements
June 30, 1999 and 1998
(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,
1998. 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, 1999 are not necessarily indicative of results to be
expected for the full year.
(2) Inventories
- ---------------
Inventories at June 30, 1999 and December 31, 1998 consist of:
<TABLE>
<CAPTION>
1999 1998
---------- ---------
<S> <C> <C>
Raw materials $ 390,596 335,725
Work-in-process 325,263 115,034
Finished goods 1,239,372 1,007,610
---------- ---------
$1,955,231 1,458,369
========== =========
</TABLE>
(3) Segment Data
- ----------------
Business segment sales and income (loss) for the three months and six months
ended June 30, 1999 and 1998 and assets at June 30, 1999 and December 31, 1998
are as follows:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
-------------------------------- ---------------------------------
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net sales to unaffiliated customers:
Swiss American Sausage division $ 2,949,984 4,333,963 5,807,836 8,926,521
Royal-Angelus Macaroni division 1,823,693 2,073,728 3,901,351 4,834,460
----------- ---------- ---------- ----------
Total sales $ 4,773,677 6,407,691 9,709,187 13,760,981
=========== ========== ========== ==========
Operating income (loss):
Swiss American Sausage division $ (955,326) 144,922 (1,801,012) 397,317
Royal-Angelus Macaroni division 133,092 174,155 357,952 517,602
Corporate (41,185) (26,568) (74,427) (46,699)
----------- ---------- ---------- ----------
Operating income (loss) $ (863,419) 292,509 (1,517,487) 868,220
=========== ========== ========== ==========
<CAPTION>
June 30, December 31,
1999 1998
----------- ----------
<S> <C> <C>
Identifiable assets:
Swiss American Sausage division $14,175,574 12,651,307
Royal-Angelus Macaroni division 4,392,383 4,405,736
Corporate 262,114 222,620
----------- ----------
Total assets $18,830,071 17,279,663
=========== ==========
</TABLE>
(4) Earnings per Share
- ----------------------
Pursuant to SFAS No. 128, basic earnings per share are net earnings divided by
the weighted average number of shares outstanding during the period, and diluted
earnings per share are net earnings divided by the sum of the weighted average
plus an incremental number of shares attributable to outstanding options, as
follows:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
-------------------------------- ---------------------------------
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net earnings $ 218,531 194,191 473,765 562,398
=========== ========== ========== ==========
Weighted average number of shares 2,938,316 2,884,742 2,930,579 2,879,053
Incremental shares for options 17,488 49,171 14,527 45,035
----------- ---------- ---------- ----------
Weighted average plus incremental shares 2,955,804 2,933,913 2,945,106 2,924,088
=========== ========== ========== ==========
Basic earnings per share $ .07 .07 .16 .20
=========== ========== ========== ==========
Diluted earnings per share $ .07 .07 .16 .19
=========== ========== ========== ==========
</TABLE>
-4-
<PAGE>
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) 1999 1998 1999 1998
(amounts in thousands)
<S> <C> <C> <C> <C>
Net sales by division:
Swiss American $ 2,950 $ 4,335 $ 5,808 $ 8,927
Royal-Angelus 1,823 2,073 3,901 4,834
------- ------- ------- -------
Total $ 4,773 $ 6,408 $ 9,709 $13,761
======= ======= ======= =======
Sales in thousands of
pounds by division:
Swiss American 2,036 2,986 4,050 5,999
Royal-Angelus 3,658 4,222 7,789 10,146
</TABLE>
Swiss American Sausage Co. Meat Division
- ----------------------------------------
Sales by the processed meat division decreased 35% in dollars and 32% in
pounds in the 1st six months of 1999 and decreased 32% in both dollars and
pounds in the 2nd quarter of 1999, compared to the same periods of 1998. Sales
in dollars decreased proportionately more than in pounds in the 1st six months
of 1999 because of lower selling prices reflecting lower meat costs in the 1st
three months of 1999. An August 1, 1998 fire destroyed Swiss's main meat plant.
Swiss has been purchasing processed products from other suppliers in an attempt
to maintain volume until its new plant is operational, but sales have been
substantially lower since the fire. Swiss has operated at a loss since the fire,
realizing a pre-tax profit only after taking into account the benefits of
business interruption insurance.
The new meat plant is substantially complete and in the process of being made
operational. Swiss is negotiating to purchase an additional 2 acres of land
adjacent to the new plant for about $200,000 to be available for possible future
expansion. Swiss has begun moving from the second San Francisco building, which
is leased to 2001, and has an agreement to terminate the lease, conditioned on
the close of a pending escrow to sell the building. The increased overhead of
the new plant, inefficiency during the start-up period and reduced volume
because of the fire are expected to result in near term operating losses at
Swiss with no business interruption insurance benefits to offset the losses.
Plant employees are represented by United Food and Commercial Workers Union
Local 101, AFL-CIO, under a collective bargaining agreement which expires March
31, 2002. 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
- ---------------------------------------------
The pasta division's sales decreased about 19% in dollars and 23% pounds in the
1st half of 1999 and decreased 12% in dollars and 13% in pounds in the 2nd
quarter of 1999, compared
-5-
<PAGE>
to the same periods of 1998. Sales decreased because of competition from
increasing industry capacity. The percent decrease was lower in dollars than in
pounds, despite price reductions to meet competition, because products sold had
a higher average value per pound. Royal's operating profits were down for the
1st half and 2nd quarter of 1999 over those periods of 1998, primarily because
of lower sales.
The Company
- -----------
Company sales were down 29% in the 1st half of 1999 compared to the 1st half of
1998 and were down 25% in the 2nd quarter of 1999 compared to the 2nd quarter of
1998. Net earnings for the 1st half of 1999 were $473,765 compared to $562,398
a year ago but earnings for the 2nd quarter of 1999 were $218,531 compared to
$194,191 a year ago. Sales and operating profits were down at both divisions
for both periods, with business interruption insurance proceeds resulting in the
2nd quarter earnings increase. The Company's margins for the 1st half and the
2nd quarter of 1999 were -2.6% and -4.8%, respectively, compared to 14.5% and
13.4% a year ago. Margins were negative because of the operating losses at
Swiss. Royal's margins declined slightly for both periods because of price
reductions and sales declining proportionately more than manufacturing costs.
General and administrative expense was up about $84,000 for the 1st half of 1999
compared to the same period in 1998, primarily from increased health benefit
costs, payroll, bank changes and outside services. Distribution expense was up
about $45,000 because of increased salesmen payroll, salesmen expense and
promotional expense, partially offset by lower freight on lower sales. Net
interest expense increased from interest on the industrial development bonds.
Other income increased because of recognition of business interruption insurance
proceeds.
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, 1999, the Company had $783,275 of borrowings under its $2,000,000 bank
line of credit with Comerica Bank-California. The Comerica line of credit is
part of a credit facility proposed by Comerica for the Company's financial
needs, including the need to finance the acquisition and construction of the new
meat plant. The line is payable on demand, is subject to annual review, and
bears interest at a variable annual rate, at the Company's option, of either
1.75% over Comerica's cost of funds or 0.25% under its "Base Rate."
Also as part of the credit facility, Comerica issued a $4,060,000 letter of
credit to support $4,000,000 of industrial development bonds issued in 1998 for
costs of the Company's new meat plant. The bonds bear a variable rate of
interest payable monthly and set weekly at a market rate -- 3.15% per annum at
July 31, 1999. The Company pays a 1.5% per annum fee on the amount of the
letter of credit and fees of the bond trustee estimated at 0.5% of the bond
principal per year. Monthly payments of bond principal begin May 1, 2000, total
$76,700 the first year and increase about 5.6% each year until May 1, 2022, when
$813,500 of remaining principal is payable in 18 equal monthly payments.
-6-
<PAGE>
The proposed credit facility also contemplates an up to $1,200,000 term loan for
a new pasta line, a $1,000,000 term loan for equipment at the new meat plant and
an additional $4,000,000 term loan on the new meat plant. The Company expects
the $4,000,000 term loan to be funded during the 3rd quarter of 1999. All parts
of the credit facility are or will be secured by substantially all of the
Company's assets, including accounts receivable, inventory, equipment and
fixtures, the Company's two Chino buildings and the new meat plant, none of
which is otherwise encumbered. The credit facility prohibits mergers,
acquisitions, disposal of assets, borrowing, granting security interests, and
changes of management and requires a tangible net worth greater than $7,500,000,
a debt to tangible net worth ratio less than 2, a quick asset ratio greater than
0.90, and cash flow coverage greater than 1.30. The Company is not in violation
of any financial covenants.
Cash decreased $4,023 in the 1st half of 1999 compared to an increase of
$800,235 in the 1st half of 1998. Operating activities produced $1,268,649 of
cash, primarily from earnings and depreciation, a decrease in insurance recovery
receivable and an increase in accounts payable, diminished by increases in
inventories and prepaid expenses and a decrease in income taxes payable. The
insurance recovery receivable is unpaid insurance proceeds relating to the fire.
Inventories have increased since year end in anticipation of operations at the
new meat plant, but are substantially lower than a year ago. Investing
activities used $5,933,707 of cash for additions to property and equipment,
primarily Swiss's new plant. Financing activities produced $4,661,035 of cash
primarily from a decrease in restricted cash, supplemented by borrowings under
the bank line of credit. The restricted cash was industrial development bond
proceeds disbursable for construction costs.
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, assuming the proposed credit facility is substantially
implemented.
Year 2000
- ---------
Many computer programs use only the last two digits of a year to store or
process dates. This is the Y2K defect and programs with it may treat dates after
1999 as earlier than dates before 2000. The Company uses computers for
accounting, payroll, display and analysis of information, word processing and
other clerical activities, as well as some production process control. The
Company has examined its computer usage and found only that its accounting
programs exhibit the Y2K defect, which could adversely affect routines such as
calculating depreciation or aging accounts receivable. The Company has engaged a
computer programmer to correct the defect, which is expected to be corrected
before the year 2000 for under $20,000. The Company will be able to manually
perform the tasks affected without a material adverse effect on the Company's
operations, if the defect is not corrected. Programs being acquired for
production at the pasta plant and the new meat plant are specified to be free of
the defect. The Company's customers, suppliers and service providers may use
computer programs with the Y2K defect 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. The Company is
not aware of any customers, suppliers or service providers with Y2K problems
likely to have a material adverse effect, individually or in the aggregate, on
the Company's operations, but the Company has limited information about other
companies' Y2K problems and no means to audit or direct correction of them.
-7-
<PAGE>
Recent Accounting Pronouncement
- -------------------------------
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" was issued in June 1998 and is effective for
all fiscal quarters of fiscal years beginning after June 15, 1999. Application
of this Standard will not have a material effect on the information presented in
the financial statements, in the opinion of management.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Both the $4,000,000 industrial development bonds and the $2,000,000 bank line of
credit bear variable rates of interest (see Liquidity and Capital Resources
under Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations) which tend to follow market interest rates and increase
the interest expense to the Company if interest rates increase. A 1 % per annum
increase in the rate born by the industrial development bonds would increase
annual interest expense by $40,000. Assuming an average bank line of credit
balance of $1,000,000, a 1 % per annum increase in the rate born by the bank
line of credit would increase annual interest expense by $10,000.
PART 11. 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 27, 1999,
at 11:00 a.m. at the Company's principal office. Shareholders representing
2,392,465 or 81.7% of the 2,927,353 shares entitled to vote were present in
person or by proxy, with 419,131 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:
Without
Nominee For Withheld Authority
------- --- -------- ---------
John D. Determan 2,384,465 7,000 1,000
Theodore L. Arena 2,391,465 -0- 1,000
Ronald A. Provera 2,389,865 1,600 1,000
Santo Zito 2,391,465 -0- 1,000
Thomas J. Mulroney 2,391,465 -0- 1,000
Louis A. Arena 2,389,865 1,600 1,000
Joseph W. Wolbers 2,391,265 200 1,000
John M. Boukather 2,382,865 8,600 1,000
-8-
<PAGE>
ITEM 5. OTHER INFORMATION
Common Stock Repurchase and Sale
- --------------------------------
The Company did not purchase any of its shares during the 1/st/ half of 1999
under its stock repurchase program.
During the 1/st/ half of 1999 the Company sold 30,201 newly issued shares of its
common stock under its 1988 Employee Stock Purchase Plan, at an average selling
price of $2.89 per share. From inception of the Plan through June 30, 1999,
employees have purchased a total of 467,483 shares. In addition, during the
1/st/ half of 1999, Incentive Stock Options were exercised to purchase 2,638
newly issued shares of common stock at the exercise price of $2.5625 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, 1999.
Management Stock Transactions
- -----------------------------
No purchases or sales of the Company's common stock by officers or directors
were reported during the 2nd quarter of 1999, except 1,019 shares purchased by
John M. Boukather, director, including 19 under a broker's dividend reinvestment
program, and 2,638 shares purchased by Thomas J. Mulroney, chief financial
officer, through exercise of Incentive Stock Options.
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,
1999.
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: August 4, 1999 PROVENA FOODS INC.
By /s/Thomas J. Mulroney
-------------------------
Thomas J. Mulroney
Vice President and
Chief Financial Officer
-9-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 92,542
<SECURITIES> 19,741
<RECEIVABLES> 3,217,459
<ALLOWANCES> 24,000
<INVENTORY> 1,955,231
<CURRENT-ASSETS> 5,382,670
<PP&E> 17,277,859
<DEPRECIATION> 3,963,659
<TOTAL-ASSETS> 18,905,662
<CURRENT-LIABILITIES> 3,527,095
<BONDS> 3,923,300
0
0
<COMMON> 4,666,138
<OTHER-SE> 6,204,610
<TOTAL-LIABILITY-AND-EQUITY> 18,905,662
<SALES> 4,773,677
<TOTAL-REVENUES> 6,058,968
<CGS> 5,003,808
<TOTAL-COSTS> 633,288
<OTHER-EXPENSES> 4,484
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 48,392
<INCOME-PRETAX> 364,531
<INCOME-TAX> 146,000
<INCOME-CONTINUING> 218,531
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 218,531
<EPS-BASIC> .07
<EPS-DILUTED> .07
</TABLE>
