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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period From __________to__________
Commission File Number 1-12599
VITA FOOD PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 36-3171548
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2222 WEST LAKE STREET, CHICAGO, ILLINOIS 60612
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (312) 738-4500
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 outstanding of registrant's common stock as of
August 2, 2002 was 3,754,437.
VITA FOOD PRODUCTS, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2002
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
a) Balance Sheets as of June 30, 2002 and December 31, 2001 3
b) Income Statements for the Three Months and Six Months
Ended June 30, 2002 and 2001 4
c) Shareholders' Equity Statements for the Six Months Ended
June 30, 2002 4
d) Cash Flows Statements for the Six Months Ended June 30,
2002 and 2001 5
e) Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 14
CERTIFICATION OF PERIODIC REPORT 15
SIGNATURE 16
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS VITA FOOD PRODUCTS, INC.
AND SUBSIDIARY
- --------------------------------------------------------------------------------
JUNE 30, DECEMBER 31,
2002 2001
(UNAUDITED) (AUDITED)
- -----------------------------------------------------------------------------------------------------------------
ASSETS
Current Assets
Cash $ 41,867 $ 529,354
Accounts receivable-trade, net of allowance for discounts, returns,
and doubtful accounts of $138,000 in 2002 and $209,000 in 2001 2,909,200 4,859,224
Inventories
Raw material and supplies 2,707,725 2,553,473
Work in process 29,414 115,691
Finished goods 2,207,803 1,826,453
Prepaid expenses and other current assets 338,770 306,716
------------ ------------
Total Current Assets 8,234,779 10,190,911
Property, Plant and Equipment
Land 35,000 35,000
Building and improvements 2,268,067 2,041,304
Leasehold improvements 285,531 270,240
Machinery and office equipment 7,874,500 7,323,451
------------ ------------
10,463,098 9,669,995
Less accumulated depreciation and amortization (5,629,382) (5,295,437)
------------ ------------
Net Property, Plant & Equipment 4,833,716 4,374,558
Other Assets
Goodwill 5,244,702 5,238,895
Other assets 241,865 263,596
------------ ------------
Total Other Assets 5,486,567 5,502,491
------------ ------------
Total Assets $ 18,555,062 $ 20,067,960
- -----------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term obligations $ 3,784,495 $ 5,198,198
Accounts payable 2,141,520 2,477,282
Accrued other expenses 878,204 798,425
Deferred income taxes 52,304 52,304
------------ ------------
Total Current Liabilities 6,856,523 8,526,209
Long-term Obligations, Less Current Maturities 6,782,797 7,112,008
Commitments and Contingencies
Shareholders' Equity
Preferred stock, $.01 par value, authorized 1,000,000 shares; none issued
Common stock, $.01 par value; authorized 10,000,000 shares; issued and
outstanding 3,751,437 shares in 2002 and 3,729,683 shares in 2001 37,513 37,296
Additional paid in capital 3,429,800 3,379,931
Retained earnings 1,448,429 1,012,516
------------ ------------
Total Shareholders' Equity 4,915,742 4,429,743
------------ ------------
Total Liabilities and Shareholders' Equity $ 18,555,062 $ 20,067,960
- -----------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements
3
CONSOLIDATED STATEMENTS OF OPERATIONS VITA FOOD PRODUCTS, INC.
AND SUBSIDIARY
- --------------------------------------------------------------------------------
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
2002 2001 2002 2001
- ---------------------------------------------------------------------------------------------------------------
Net sales $ 8,784,872 $ 5,026,645 $ 18,852,362 $ 11,246,397
Cost of goods sold 5,970,765 3,680,503 12,960,615 8,207,538
------------ ------------ ------------ ------------
Gross margin 2,814,107 1,346,142 5,891,747 3,038,859
Selling and administrative expenses
Selling, marketing & distribution 1,488,359 890,381 3,004,606 1,894,000
Administrative 968,480 518,987 1,878,571 1,036,598
------------ ------------ ------------ ------------
Total 2,456,839 1,409,368 4,883,177 2,930,598
------------ ------------ ------------ ------------
Operating profit (loss) 357,268 (63,226) 1,008,570 108,261
Interest expense 138,165 76,169 282,657 189,042
------------ ------------ ------------ ------------
Income (loss) before income taxes 219,103 (139,395) 725,913 (80,781)
Income tax expense (benefit) 87,277 (51,576) 290,000 (51,576)
------------ ------------ ------------ ------------
Net income (loss) $ 131,826 $ (87,819) $ 435,913 $ (29,205)
Basic earnings (loss) per share $ 0.04 $ (0.02) $ 0.12 $ (0.01)
Weighted average common shares outstanding 3,739,721 3,724,546 3,734,730 3,724,546
Diluted earnings (loss) per share $ 0.03 $ (0.02) $ 0.11 $ (0.01)
Weighted average common shares outstanding 3,858,071 3,724,546 3,840,961 3,724,546
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY VITA FOOD PRODUCTS, INC.
AND SUBSIDIARY
- --------------------------------------------------------------------------------
COMMON STOCK ADDITIONAL RETAINED
-------------------------- PAID-IN EARNINGS/
SHARES AMOUNT CAPITAL (DEFICIT) TOTAL
- ---------------------------------------------------------------------------------------------------------------
Balance, at January 1, 2001 3,724,546 $ 37,244 $ 3,372,906 $ (143,613) $ 3,266,537
Proceeds from stock purchase
and stock option plans 1,679 17 1,681 1,698
Net (loss) (29,205) (29,205)
--------- ----------- ----------- ----------- -----------
Balance, at June 30, 2001 3,726,225 $ 37,261 $ 3,374,587 $ (172,818) $ 3,239,030
- ---------------------------------------------------------------------------------------------------------------
Balance, at January 1, 2002 3,729,683 $ 37,296 $ 3,379,931 $ 1,012,516 $ 4,429,743
Proceeds from stock purchase
and stock option plans 21,754 217 49,869 50,086
Net income 435,913 435,913
----------- ----------- ----------- ----------- -----------
Balance, at June 30, 2002 3,751,437 $ 37,513 $ 3,429,800 $ 1,448,429 $ 4,915,742
- ---------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements
4
CONSOLIDATED STATEMENTS OF CASH FLOWS VITA FOOD PRODUCTS, INC.
AND SUBSIDIARY
- -------------------------------------------------------------------------------
FOR THE SIX MONTHS ENDED
JUNE 30,
2002 2001
(UNAUDITED) (UNAUDITED)
- ------------------------------------------------------------------------------------------------------------------
Cash Flows From Operating Activities
Net income (loss) $ 435,913 $ (29,205)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities
Depreciation and amortization 381,656 215,718
Gain on sale of fixed asset (3,949)
Changes in assets and liabilities:
Decrease in accounts receivable 1,950,024 1,973,496
(Increase) decrease in inventories (449,325) 654,045
(Increase) in prepaid expenses and other current assets (32,054) (50,624)
(Increase) in deferred income tax asset 0 (51,576)
(Decrease) in accounts payable (335,762) (359,532)
Increase (decrease) in accrued expenses 79,779 (455,416)
----------- -----------
Net cash provided by operating activities 2,026,282 1,896,906
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (823,059) (349,161)
Proceeds from sale of fixed asset 14,000 0
Other assets (11,881) (62,005)
----------- -----------
Net cash used in investing activities (820,940) (411,166)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock purchase and stock options 50,086 1,698
Net payments under revolving loan facility (1,116,133) (1,219,477)
Net payments of long term obligations (574,483) (123,223)
Payments under capital lease obligations (52,299) (57,225)
----------- -----------
Net cash used in financing activities (1,692,829) (1,398,227)
----------- -----------
Net (decrease) increase in cash (487,487) 87,513
Cash, at beginning of period 529,354 14,474
----------- -----------
Cash, at end of period $ 41,867 $ 101,987
- ------------------------------------------------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow Information
Cash paid for interest $ 301,026 $ 221,228
Income taxes paid $ 104,600 $ 0
See accompanying notes to financial statements
5
VITA FOOD PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
BASIS OF PRESENTATION
In the opinion of management, the accompanying balance sheets and
related interim statements of income, cash flows, and shareholders' equity
include all adjustments, consisting only of normal recurring items necessary for
their fair presentation in conformity with U.S. generally accepted accounting
principles. Preparing financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenue, and expenses. Examples include provisions for returns, deductions, bad
debts, and length of building and equipment lives. Actual results may differ
from these estimates. Interim results are not necessarily indicative of results
for a full year. The information included in this Form 10-Q should be read in
conjunction with Management's Discussion and Analysis of Financial Condition and
Results of Operations and financial statements and notes thereto included in the
2001 Form 10-KSB of Vita Food Products, Inc. (Vita Food Products, Inc., together
with its wholly owned subsidiary, Virginia Honey Company, Inc., hereinafter
referred to as the "Company")
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Vita Food
Products, Inc. ("Vita") and its wholly owned subsidiary, Virginia Honey Company,
Inc. ("Virginia Honey"), commencing on July 1, 2001, the effective date of
Vita's acquisition of Virginia Honey. All significant intercompany transactions
and balances have been eliminated.
REVENUE RECOGNITION
Revenue is recognized upon shipment of product to customers in
fulfillment of customer orders.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board finalized FASB
Statements No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and
Other Intangible Assets (SFAS 142). SFAS 141 requires the use of the purchase
method of accounting and prohibits the use of the pooling-of-interest method of
accounting for business combinations initiated after June 30, 2001. SFAS 141
also requires that the Company recognize acquired intangible assets apart from
goodwill if the acquired intangible assets meet certain criteria. SFAS 141
applies to all business combinations initiated after June 30, 2001 and for
purchase business combinations completed on or after July 1, 2001. It also
requires, upon adoption of SFAS 142, that the Company reclassify the carrying
amounts of intangible assets and goodwill based on the criteria in SFAS 141.
SFAS 142 requires, among other things, that companies no longer
amortize goodwill, but instead test goodwill for impairment at least annually.
In addition, SFAS 142 requires that the Company identify reporting units for the
purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. An intangible
asset with an indefinite useful life should be tested for impairment in
accordance with the guidance in SFAS 142. SFAS 142 requires the Company to
complete a transitional goodwill impairment test six months from the date of
adoption. The Company is also required to reassess the useful lives of other
intangible assets within the first interim quarter after adoption of SFAS 142.
The Company has adopted SFAS 142 effective January 1, 2002 and has determined
that there is no material impact of adopting its provisions.
6
As of June 30, 2002, the net carrying amount of goodwill was $5,244,702
related to the acquisition of Virginia Honey. This acquisition was accounted for
under the provisions of SFAS 141 and 142.
In October 2001, the Financial Accounting Standards Board issued SFAS
144 "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS
144"). This statement addresses financial accounting and reporting for the
impairment and disposal of long-lived assets. This Statement supercedes FASB
Statement 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of", and the accounting and reporting
provisions of APB Opinion No. 30, Reporting the Results of Operations -
"Reporting the Effect of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions", for the disposal of
a segment of a business. The provisions of FAS 144 will be effective for fiscal
years beginning after December 15, 2001. The Company has adopted FAS 144 and has
determined that there is no material impact of adopting its provisions.
ACQUISITIONS
Effective July 1, 2001 Vita acquired 100 percent of the outstanding
shares of capital stock of Virginia Honey from Terry W. Hess. The results of
Virginia Honey have been included in the Company's consolidated financial
statements since the effective date of the acquisition. Virginia Honey is a
manufacturer and distributor of honey, salad dressings, sauces, jams and jellies
and gift baskets. As a result of the acquisition, the Company is leveraging its
sales and distribution network to provide national exposure to the products of
Virginia Honey. The Company also has begun, and expects to continue, to
introduce products that will be jointly developed, thereby increasing the market
presence of Vita and Virginia Honey.
The aggregate purchase price of acquiring Virginia Honey, including
direct costs of the acquisition, of $4,890,244 was paid in cash. The stock
purchase agreement with respect to the acquisition (the "Stock Purchase
Agreement") also provides for future contingent payments to Mr. Hess based on
forty percent of five times the average quarterly EBITDA less certain debt
obligations of Virginia Honey, for the period from April 2001 through December
31, 2004 and twenty percent for the period from January 1, 2005 through December
31, 2006. Should any such amount be payable, the Company will record the payment
as an additional cost of the acquisition. As of June 30, 2002, there is no
amount due as calculated under the agreement. However, should Virginia Honey
maintain its current profitability levels, the Company estimates that payments
with a net present value of approximately $2.5 million would be due and payable
as contingent consideration in accordance with the provisions of the Stock
Purchase Agreement.
The unaudited consolidated results of operation on a pro forma basis as
though Virginia Honey had been acquired as of the beginning of 2001 are as
follows ($000's except earnings per share data):
Six Months ended June 30, 2001
- -----------------------------------------------------------
Net sales $ 17,698
Net income $ 355
Basic earnings per share $ 0.10
Diluted earnings per share $ 0.10
The pro forma financial information is not necessarily indicative of
the operating results that would have occurred had the Virginia Honey
acquisition been consummated as of the beginning of 2001, nor are they
indicative of future operating results.
7
BUSINESS SEGMENTS
The Company has adopted Statement of Financial Accounting Standards
(SFAS) No. 131, "Disclosures about Segments of an Enterprise and Related
Information." Following the provisions of SFAS No. 131, the Company is reporting
two operating business segments in the same format as reviewed by the Company's
senior management. Segment one, Vita, processes and sells various herring, and
cured and smoked salmon products throughout the United States. Segment two,
Virginia Honey, manufactures and distributes honey, salad dressings, sauces,
jams and jellies and gift baskets. Management uses operating income as the
measure of profit or loss by business segment.
BUSINESS SEGMENT INFORMATION IS AS FOLLOWS ($000'S):
Three months ended June 30, 2002 2001
- ---------------------------------------------------------------
GOODWILL
Vita $ -- $ --
Virginia Honey 5,245 --
- ---------------------------------------------------------------
Total Goodwill $ 5,245 $ --
===============================================================
TOTAL ASSETS
Vita $ 14,499 $ 9,947
Virginia Honey 4,056 --
- ---------------------------------------------------------------
Total Assets $ 18,555 $ 9,947
===============================================================
NET SALES
Vita $ 5,468 $ 5,027
Virginia Honey 3,317 --
- ---------------------------------------------------------------
Total Net Sales $ 8,785 $ 5,027
===============================================================
OPERATING PROFIT (LOSS)
Vita $ 26 $ (63)
Virginia Honey 331 --
- ---------------------------------------------------------------
Total Operating Profit (Loss) $ 357 $ (63)
===============================================================
NET INCOME (LOSS)
Vita $ (41) $ (88)
Virginia Honey 173 --
- ---------------------------------------------------------------
Total Net Income (Loss) $ 132 $ (88)
===============================================================
DEPRECIATION AND AMORTIZATION
Vita $ 123 $ 109
Virginia Honey 72 --
- ---------------------------------------------------------------
Total Depreciation and Amortization $ 195 $ 109
===============================================================
8
Six months ended June 30, 2002 2001
- --------------------------------------------------------------
GOODWILL
Vita $ -- $ --
Virginia Honey 5,245 --
- --------------------------------------------------------------
Total Goodwill $ 5,245 $ --
- --------------------------------------------------------------
TOTAL ASSETS
Vita $ 14,499 $ 9,947
Virginia Honey 4,056 --
- --------------------------------------------------------------
Total Assets $ 18,555 $ 9,947
- --------------------------------------------------------------
NET SALES
Vita $ 12,247 $ 11,246
Virginia Honey 6,605 --
- --------------------------------------------------------------
Total Net Sales $ 18,852 $ 11,246
- --------------------------------------------------------------
OPERATING PROFIT
Vita $ 283 $ 108
Virginia Honey 725 --
- --------------------------------------------------------------
Total Operating Profit $ 1,008 $ 108
- --------------------------------------------------------------
NET INCOME (LOSS)
Vita $ 57 $ (29)
Virginia Honey 379 --
- --------------------------------------------------------------
Total Net Income (Loss) $ 436 $ (29)
- --------------------------------------------------------------
DEPRECIATION AND AMORTIZATION
Vita $ 239 $ 216
Virginia Honey 142 --
- --------------------------------------------------------------
Total Depreciation and Amortization $ 381 $ 216
- --------------------------------------------------------------
SUBSEQUENT EVENT
On July 31, 2002 the Company and its bank entered into a new agreement to
amend and re-state its Loan and Security Agreement dated August 15, 2001.
Changes in the Company's revolving line of credit provisions include a new
two-year term expiring on July 31, 2004, reductions in the interest rate
adjustments on borrowings from the prime rate minus 0.05% down to prime minus
0.35% or from the LIBOR rate plus 2.70% down to LIBOR plus 2.40%. Changes in the
Company's term loan provisions include reductions in the interest rate
adjustments on borrowings from the LIBOR rate plus 2.95% down to LIBOR plus
2.75%. The customary covenants, representations and warranties essentially
remained the same with the exception of the annual capital expenditure
limitation being raised from $1,000,000 to $1,400,000.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001
REVENUES. Net sales for the three months ended June 30, 2002 were $8,785,000,
compared to $5,027,000 for the same period in 2001, an increase of $3,758,000 or
74.8%. Of this increase, $3,317,000 was attributable to Virginia Honey,
representing the net sales of this business unit, which was effectively acquired
on July 1, 2001. The balance of the increase, totaling $441,000, represents an
8.8% increase for the Vita business. This increase in Vita's net sales was the
result of a 3% increase in gross sales of herring products, a 13% increase for
salmon products, and a 12% improvement in returns and allowances; net of a 7%
decrease for other specialty products. Herring, salmon, and specialty product
sales respectively represented 42%, 52%, and 6% of this business unit's total
gross sales during the period. Virginia Honey's salad dressings, honey products
and specialty items respectively represented 67%, 32% and 1% of this business
unit's total gross sales.
GROSS MARGIN. Gross margin for the three months ended June 30, 2002 was
$2,814,000, compared to $1,346,000 for the same period in 2001, an increase of
$1,468,000 or 109.1%. Inclusion of the new Virginia Honey business unit
accounted for $1,118,000 of this increase with the balance of $350,000
attributable to the Vita business. Gross margin as a percent of net sales
increased to 32.0% from 26.8% during this time, an increase of 5.2 percentage
points. For the Vita business unit, gross margin was 31.0% for the current
quarter versus 26.8% during the same period in 2001. This improvement was
attributable to a combination of factors; most notably a sales mix shift toward
the higher margin salmon products, lower raw salmon cost, reduced return and
allowance costs and volume related processing efficiencies. As a percentage of
net sales, the gross margin of Virginia Honey totaled 33.7%, notably higher than
that of the Vita business; thus contributing to the improved consolidated
result.
OPERATING EXPENSES. Selling, marketing, distribution and administrative expenses
for the three months ended June 30, 2002 were $2,457,000, compared to $1,409,000
for the same period in 2001, an increase of $1,048,000 or 74.4%. As a percentage
of net sales, these expenses remained constant at 28.0%. The inclusion of
Virginia Honey's results accounted for $787,000 of the increase. The remaining
$261,000, representing an 18.5% increase, was attributable to Vita's operation.
Of this increase, $121,000 was due to selling, marketing and distribution
expenses, most notably as a result of increased levels of in-store advertising,
brokerage fees and slotting costs, with another $140,000 resulting from higher
administrative expenses primarily for employment related matters and
professional fees.
INTEREST EXPENSE. Interest expense for the three months ended June 30, 2002 was
$138,000, compared to $76,000 for the same period in 2001, an increase of
$62,000 or 81.6%. This increase was attributable to the higher average
borrowings necessary to finance the acquisition of Virginia Honey. The
$10,473,000 average debt balance for the second quarter represented an increase
of $6,059,000 or 137%, compared to the $4,414,000 for the same quarter of the
previous year. The effect of this increased borrowing on the interest expense
was partially offset by lower interest rates provided under the terms of the
Company's Amended and Restated Loan and Security Agreement dated August 15,
2001.
INCOME TAXES. The Company provided $87,000 or 40% of pretax income as income tax
expense during the three months ended June 30, 2002. An income tax benefit of
$52,000 or 37% of the pretax loss was provided for the same period of the
previous year.
NET INCOME. As a result of the information presented above, net income for the
three months ended June 30, 2002 was $132,000 or $0.04 per share compared to a
net loss of $88,000 or $0.02 per share for the same period in 2001, an increase
totaling $220,000 or $0.06 per share. This represents the first profitable
second quarter for this seasonable business since the Company's initial public
offering in 1997. Of the $220,000 increase, $173,000 is attributable to the new
Virginia Honey unit and $47,000 to the Vita business.
10
COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001
REVENUES. Net sales for the six months ended June 30, 2002 were $18,852,000,
compared to $11,246,000 for the same period in 2001, an increase of $7,606,000
or 67.6%. Of this increase, $6,605,000 was attributable to Virginia Honey,
representing the net sales of this business unit, which was effectively acquired
on July 1, 2001. The balance of the increase, totaling $1,001,000 represents an
8.9% increase for the Vita business. This increase in Vita's net sales was the
result of a 4% increase in gross sales of herring products, a 14% increase for
salmon products, and an 8% improvement in returns and allowances; net of a 12%
decrease for other specialty products. Herring, salmon, and specialty product
sales respectively represented 45%, 50%, and 5% of this business unit's total
gross sales during the period. Virginia Honey's salad dressings, honey products
and specialty items respectively represented 64%, 35% and 1% of this business
unit's total gross sales.
GROSS MARGIN. Gross margin for the six months ended June 30, 2002 was
$5,891,000, compared to $3,039,000 for the same period in 2001, an increase of
$2,852,000 or 93.8%. Inclusion of the new Virginia Honey business unit accounted
for $2,248,000 of this increase with the balance of $604,000 attributable to the
Vita business. Gross margin as a percent of net sales increased to 31.2% from
27.0% during this time, an increase of 4.2 percentage points. For the Vita
business unit, gross margin was 29.7% for the current quarter versus 27.0%
during the same period in 2001. This improvement was attributable to a
combination of factors; most notably a sales mix shift toward the higher margin
salmon products and volume related processing efficiencies. As a percentage of
net sales, the gross margin of Virginia Honey totaled 34.0%, notably higher than
that of the Vita business; thus contributing to the improved consolidated
result.
OPERATING EXPENSES. Selling, marketing, distribution and administrative expenses
for the six months ended June 30, 2002 were $4,883,000, compared to $2,931,000
for the same period in 2001, an increase of $1,952,000 or 66.6%. As a percentage
of net sales, these expenses decreased slightly to 25.9% from 26.1% during the
prior year. The inclusion of Virginia Honey's results accounted for $1,523,000
of the increase. The remaining $429,000, representing an 14.6% increase, was
attributable to Vita's operation. Of this increase, $200,000 was due to selling,
marketing and distribution expenses, most notably as a result of increased
levels of in-store advertising, and brokerage fees, with another $229,000
resulting from higher administrative expenses primarily for employment related
matters and professional fees.
INTEREST EXPENSE. Interest expense for the six months ended June 30, 2002 was
$283,000, compared to $189,000 for the same period in 2001, an increase of
$94,000 or 49.2%. This increase was attributable to the higher average
borrowings necessary to finance the acquisition of Virginia Honey. The
$10,812,000 average debt balance for the six-month period represented an
increase of $6,097,000 or 129%, compared to the $4,715,000 for the same period
of the previous year. The effect of this increased borrowing on the interest
expense was partially offset by lower interest rates provided under the terms of
the Company's Amended and Restated Loan and Security Agreement dated August 15,
2001.
INCOME TAXES. The Company provided $290,000 or 40% of pretax income as income
tax expense during the six months ended June 30, 2002. An income tax benefit of
$52,000 or 64% of the pretax loss was provided for the same period of the
previous year.
11
NET INCOME. As a result of the information presented above, net income for the
six months ended June 30, 2002 was $436,000 or $0.12 per share compared to a net
loss of $29,000 or $0.01 per share for the same period in 2001, an increase
totaling $465,000 or $0.13 per share. Of this increase, $379,000 is attributable
to the new Virginia Honey unit and $86,000 to the Vita business, representing
the first profitable six-month period ending June 30th for this seasonable
business since the Company's initial public offering in 1997. Furthermore,
profit before the interest and tax provisions discussed above, totaling
$1,008,000; exceeded the $108,000 for the same period of the previous year by
$900,000 or 833.3%.
FINANCIAL CONDITION
At June 30, 2002, the Company had $1,378,000 in working capital, versus
$1,665,000 at December 31, 2001, a decrease of $287,000 or 17%. However, during
this same period, the current ratio remained constant at 1.2. This net change
occurs annually during the months following the fourth quarter peak in the
business cycle as current assets are reduced and the resulting funds are used
primarily to pay down current liabilities. This year, the net current asset
reduction for the six months ending June 30th totaled $1,956,000 of which
$1,950,000 reflected net collections of accounts receivable. This reduction of
current assets was used to pay-down current liabilities totaling $1,669,000,
including a reduction of $1,414,000 in current maturities of long term
obligations, thus resulting in the net decrease in working capital totaling
$287,000.
At June 30, 2002, the Company had $42,000 in cash, a revolving credit facility
of $7,000,000 and a term facility of $7,250,000. The revolving loan facility
matured July 31, 2002. The Company entered into a new agreement with the bank as
outlined under Subsequent Events in the Notes to Financial Statements. The term
loan is payable in monthly installments of $90,042 through November 30, 2002,
and $40,042 from December 1, 2002 through July 31, 2006 with a balloon payment
of $2,443,000 due July 31, 2006. Amounts outstanding under the revolving
facility and the term facility at June 30, 2002 were $2,839,000 and $4,655,000,
respectively. The rate of interest on $2,500,000 of the revolver was 4.54%,
which equals LIBOR plus 2.70%; the rate on the term loan and the balance of the
revolver was 4.70%, which equals prime minus 0.05%. At June 30, 2002, the
Company was in compliance with the customary covenants, representations and
warranties contained in the loan agreement.
The ratio of long-term debt to total capitalization improved to 58% at June 30,
2002 from 62% at December 31, 2001. This is primarily due to the reduced
borrowing required on the term loan resulting from the increased profitability
and the other items contributing to the strong operating cash flow results
discussed below. The Company believes its financial resources are adequate to
fund its needs for the next twelve months.
CASH FLOWS FROM OPERATING ACTIVITIES. Net cash provided by operating activities
was $2,026,000 for the six months ended June 30, 2002. As discussed above, the
primary source for this cash was the net collection of accounts receivable,
which totaled $1,950,000 during this period. Cash flows from operating
activities for the current period compare to $1,897,000 for the same period in
2001, an increase of $129,000 which was largely attributable to the $465,000
increase in net income.
CASH FLOWS FROM INVESTING ACTIVITIES. Net cash used in investing activities was
$821,000 for the six months ended June 30, 2002, compared to $411,000 for the
same period in 2001, an increase of $410,000. These funds were used primarily to
purchase machinery and equipment for the Company's manufacturing operations.
CASH FLOWS FROM FINANCING ACTIVITIES. Net cash used in financing activities was
$1,693,000 for the six months ended June 30, 2002, compared to $1,398,000 for
the same period in 2001, an increase of
12
$295,000. This increase was primarily attributable to repayment of the bank
loan.
SEASONALITY
The Vita segment of the Company's business is seasonal in nature, primarily
resulting from the effect of the timing of certain holidays on the demand for
certain products. Historically, the Company's sales and profits have been
substantially higher in the fourth quarter of each year.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including "Management's Discussion and
Analysis of Financial Condition and Results of Operations", contains
forward-looking statements within the meaning of the "safe-harbor" provisions of
the Private Securities Litigation Reform Act of 1995. Such statements are based
on management's current expectations and are subject to a number of factors and
uncertainties which could cause actual results to differ materially from those
described in the forward-looking statements. Such factors and uncertainties
include, but are not limited to: (i) the impact of the level of the Company's
indebtedness; (ii) restrictive covenants contained in the Company's various debt
documents; (iii) general economic conditions and conditions in the retail
environment; (iv) the Company's dependence on a few large customers; (v) price
fluctuations in the raw materials used by the Company, particularly herring and
salmon; (vi) competitive conditions in the Company's markets; (vii) the seasonal
nature of the Vita business segment; (viii) the Company's ability to execute its
acquisition strategy; (ix) fluctuations in the stock market; (x) the extent to
which the Company is able to retain and attract key personnel; (xi)
relationships with retailers; (xii) relationships with key vendors; (xiii)
consolidation of the Company's supplier base; and (xiv) the impact of current or
future environmental claims against the Company. As a result, the Company's
results may fluctuate from the forward-looking statements made herein,
especially when measured on a quarterly basis.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has a revolving line of credit and a term loan with a bank,
which bears interest at the prime rate minus .05% (4.70% at June 30, 2002) or
interest at the LIBOR rate plus 2.70%, for the revolver, and the LIBOR rate plus
2.95% for the term loan (4.54% and 4.79%, respectively at June 30, 2002). The
Company entered into a new agreement with the bank as outlined under Subsequent
Events in the Notes to Financial Statements. The new rate adjustments will
remain constant until March 31, 2003. After March 31, 2003, the interest rate
adjustments are based upon certain financial covenants and with respect to the
revolver may range from LIBOR plus 2.65% to LIBOR plus 2.15% or prime minus
0.10% to prime minus 0.60%. The term loan facility may range from LIBOR plus
3.10% to LIBOR plus 2.45% or prime plus 0.20% to prime minus 0.30%.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not currently involved in any material pending legal
proceedings and is not aware of any material legal proceedings threatened
against it.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The date of the Company's Annual Meeting of Stockholders was
May 16, 2002.
(b) At the Annual Meeting of Stockholders, the following matters were
submitted to a vote of the stockholders with the stated results:
13
(1) The election of the following persons as directors of the Company:
Director Votes For Votes Withheld Abstained
-------- --------- -------------- ---------
Stephen D. Rubin 2,416,730 26,424 477,783
Clark L. Feldman 2,416,730 26,424 477,783
Jeffrey C. Rubenstein 2,416,730 26,424 477,783
Neal Jansen 2,416,730 26,424 477,783
Michael Horn 2,416,730 26,424 477,783
Steven A. Rothstein 2,416,730 26,424 477,783
John C. Seramur 2,416,730 26,424 477,783
Joel D. Spungin 2,416,730 26,424 477,783
Terry W. Hess 2,416,730 26,424 477,783
(2) Ratification of the selection of BDO Seidman, LLP as independent public
accountants of the Company for the year ending December 31, 2002.
Votes For Votes Against Abstained
--------- ------------- ---------
2,376,884 100 478,553
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
None
(b) REPORTS ON FORM 8-K
The Company filed no reports on Form 8-K during the quarter ended
June 30, 2002.
14
CERTIFICATION OF PERIODIC REPORT
I, Stephen D. Rubin, the chief executive officer of Vita Food Products,
Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:
(1) the Quarterly Report on Form 10-Q of the Company for the quarterly period
ended June 30, 2002 (the "Report") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly represents, in all material
respects, the financial condition and results of operations of the Company.
Dated: August 13, 2002 By: /s/ Stephen D. Rubin
---------------------------------
Stephen D. Rubin
President
CERTIFICATION OF PERIODIC REPORT
I, Clifford K. Bolen, the chief financial officer of Vita Food Products, Inc.
(the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:
(1) the Quarterly Report on Form 10-Q of the Company for the quarterly period
ended June 30, 2002 (the "Report") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly represents, in all material
respects, the financial condition and results of operations of the Company.
Date: August 13, 2002 By: /s/ Clifford K. Bolen
---------------------------------
Clifford K. Bolen
Vice President;
Chief Financial Officer
15
SIGNATURES
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.
VITA FOOD PRODUCTS, INC.
Date: August 13, 2002 By: /s/ Stephen D. Rubin
---------------------------------
Stephen D. Rubin
President
(Principal Executive Officer)
Date: August 13, 2002 By: /s/ Clifford K. Bolen
---------------------------------
Clifford K. Bolen
Vice President;
Chief Financial Officer
(Principal Financial and
Accounting Officer)
16