SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-18222
RICA FOODS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada |
87-0432572 | |
| (State or Other Jurisdiction of |
(I.R.S. Employer | |
| Incorporation or Organization) |
Identification No.) | |
| 1840 Coral Way, Suite 101, Miami, Fl |
33145 | |
| (Address of Registrant’s Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (305) 858-9480 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 ¨ No x
As of May 20, 2003, the number of shares issued and outstanding of the Company’s common stock, par value $0.001 per share was 12,864,321.
PART I – FINANCIAL INFORMATION
| Page | ||||
| ITEM 1. |
Financial Statements |
|||
| Consolidated Balance Sheets as of March 31, 2003 (Unaudited) and September 30, 2002 (Unaudited) |
3 | |||
| 4 | ||||
| Consolidated Statements of Cash Flows for the six months ended March 31, 2003 and 2002 (Unaudited) |
5 | |||
| 7 | ||||
| ITEM 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
12 | ||
| ITEM 3. |
20 | |||
| ITEM 4. |
21 | |||
| PART II – OTHER INFORMATION |
||||
| ITEM 1. |
22 | |||
| ITEM 2. |
22 | |||
| ITEM 3. |
22 | |||
| ITEM 4. |
Submissions of Submissions of Matters to a Vote of Security Holders |
22 | ||
| ITEM 5. |
22 | |||
| ITEM 6. |
22 |
2
ITEM 1. FINANCIAL SATEMENTS
RICA FOODS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
| March 31, 2003 |
September 30, 2002 |
|||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ |
3,073,107 |
|
$ |
2,728,293 |
| ||
| Short-term investments |
|
2,468,022 |
|
|
2,492,266 |
| ||
| Notes and accounts receivable |
|
16,452,731 |
|
|
16,542,374 |
| ||
| Due from related parties |
|
1,167,108 |
|
|
1,178,775 |
| ||
| Inventories |
|
15,349,306 |
|
|
14,145,070 |
| ||
| Deferred income taxes |
|
273,354 |
|
|
385,968 |
| ||
| Prepaid expenses |
|
828,875 |
|
|
417,234 |
| ||
| Total current assets |
|
39,612,503 |
|
|
37,889,980 |
| ||
| Property, plant and equipment |
|
37,259,432 |
|
|
39,627,144 |
| ||
| Long-term receivables-trade |
|
731,044 |
|
|
901,009 |
| ||
| Long-term investments |
|
3,949,107 |
|
|
4,109,309 |
| ||
| Other assets |
|
7,398,331 |
|
|
6,564,407 |
| ||
| Goodwill |
|
1,636,054 |
|
|
1,723,414 |
| ||
| Total assets |
$ |
90,586,471 |
|
$ |
90,815,263 |
| ||
| Liabilities and Stockholders’ Equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ |
23,314,554 |
|
$ |
18,975,032 |
| ||
| Accrued expenses |
|
2,672,191 |
|
|
3,428,708 |
| ||
| Notes payable |
|
19,611,312 |
|
|
17,074,336 |
| ||
| Current portion of long-term debt |
|
7,847,068 |
|
|
8,190,702 |
| ||
| Due to stockholders |
|
93,566 |
|
|
— |
| ||
| Total current liabilities |
|
53,538,691 |
|
|
47,668,778 |
| ||
| Long-term debt, net of current portion |
|
10,942,393 |
|
|
16,018,388 |
| ||
| Deferred income tax liability |
|
2,087,748 |
|
|
2,093,066 |
| ||
| Total liabilities |
|
66,568,832 |
|
|
65,780,232 |
| ||
| Minority interest |
|
1,336,445 |
|
|
1,336,445 |
| ||
| Stockholders’ equity: |
||||||||
| Common stock |
|
12,865 |
|
|
12,865 |
| ||
| Preferred stock |
|
2,216,072 |
|
|
2,216,072 |
| ||
| Additional paid-in capital |
|
25,800,939 |
|
|
25,800,940 |
| ||
| Accumulated other comprehensive loss |
|
(13,562,601 |
) |
|
(12,206,661 |
) | ||
| Retained earnings |
|
13,977,637 |
|
|
13,654,202 |
| ||
|
|
28,444,912 |
|
|
29,477,418 |
| |||
| Less: |
||||||||
| Due from stockholders |
|
(5,480,324 |
) |
|
(5,495,437 |
) | ||
| Treasury stock, at cost |
|
(283,394 |
) |
|
(283,394 |
) | ||
| Total stockholders’ equity |
|
22,681,194 |
|
|
23,698,587 |
| ||
| Total liabilities and stockholders’ equity |
$ |
90,586,471 |
|
$ |
90,815,264 |
| ||
The accompanying notes to the unaudited financial statements are an integral part of these balance sheets.
The consolidated balance sheet as of March 31, 2003, the consolidated statement of income for the three and months ended March 31, 2003 and the consolidated statement of cash flows for the six months ended March 31, 2003 contained within this Form 10-Q have not been reviewed by an independent public accountant nor outside counsel. Accordingly, these financial statements should not be relied upon as reviewed, and do not meet the requirements of a Form 10-Q filing. The Company has not received a signed audit report with respect to the consolidated balance sheets of the Company as of September 30, 2002. Accordingly, the balance sheet for September 30, 2002 has been identified herein as “unaudited” and should not be relied upon as an audited balance sheet.
3
RICA FOODS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
| Three months ended March 31, |
Six months ended March 31, |
|||||||||||||||
| 2003 |
2002 |
2003 |
2002 |
|||||||||||||
| Sales |
$ |
30,833,541 |
|
$ |
30,598,961 |
|
$ |
65,992,411 |
|
$ |
65,381,613 |
| ||||
| Cost of sales |
|
21,926,982 |
|
|
20,074,802 |
|
|
45,571,246 |
|
|
42,432,576 |
| ||||
| Gross profit |
|
8,906,559 |
|
|
10,524,159 |
|
|
20,421,165 |
|
|
22,949,037 |
| ||||
| Operating expenses: |
||||||||||||||||
| Selling |
|
4,739,141 |
|
|
4,672,871 |
|
|
9,765,660 |
|
|
9,732,460 |
| ||||
| General and administrative |
|
3,410,222 |
|
|
3,564,287 |
|
|
6,750,879 |
|
|
6,956,899 |
| ||||
| Total operating expenses |
|
8,149,363 |
|
|
8,237,158 |
|
|
16,516,539 |
|
|
16,689,359 |
| ||||
| Income from operations |
|
757,196 |
|
|
2,287,001 |
|
|
3,904,626 |
|
|
6,259,678 |
| ||||
| Other expenses (income): |
||||||||||||||||
| Interest expense |
|
1,072,970 |
|
|
1,119,851 |
|
|
2,226,273 |
|
|
2,426,251 |
| ||||
| Interest income |
|
(393,845 |
) |
|
(325,338 |
) |
|
(815,367 |
) |
|
(694,437 |
) | ||||
| Foreign exchange loss, net |
|
719,474 |
|
|
801,182 |
|
|
1,533,792 |
|
|
1,622,596 |
| ||||
| Miscellaneous, net |
|
(12,184 |
) |
|
(93,431 |
) |
|
(34,682 |
) |
|
(188,932 |
) | ||||
| Other expenses, net |
|
1,386,415 |
|
|
1,502,264 |
|
|
2,910,016 |
|
|
3,165,478 |
| ||||
| Income (loss) before income taxes and minority interest |
|
(629,219 |
) |
|
784,737 |
|
|
994,610 |
|
|
3,094,200 |
| ||||
| Provision for income tax expense |
|
63,798 |
|
|
293,929 |
|
|
567,959 |
|
|
735,362 |
| ||||
| Income (loss) before minority interest |
|
(693,017 |
) |
|
490,808 |
|
|
426,651 |
|
|
2,358,838 |
| ||||
| Minority interest |
|
17,708 |
|
|
19,409 |
|
|
35,846 |
|
|
38,457 |
| ||||