OVERHILL FARMS INC - FORM 10-Q

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EX-32 - OVERHILL FARMS, INC. EXHIBIT 32 - OVERHILL FARMS INC	ex32.htm
EX-31.1 - OVERHILL FARMS, INC. EXHIBIT 31.1 - OVERHILL FARMS INC	ex31_1.htm
EXCEL - IDEA: XBRL DOCUMENT - OVERHILL FARMS INC	Financial_Report.xls
EX-31.2 - OVERHILL FARMS, INC. EXHIBIT 31.2 - OVERHILL FARMS INC	ex31_2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

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 1-16699

OVERHILL FARMS, INC.

(Exact name of registrant as specified in its charter)

Nevada		75-2590292
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification Number)

2727 East Vernon Avenue
Vernon, California		90058
(Address of principal executive offices)		(Zip code)

(323) 582-9977

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o	Accelerated Filer o
Non-Accelerated Filer o	Smaller Reporting Company x
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 15, 2013, there were 16,046,544 shares of the issuer’s common stock, $.01 par value, outstanding.

OVERHILL FARMS, INC.

FORM 10-Q

QUARTER ENDED MARCH 31, 2013

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	Page No.

Item 1. Financial Statements

Balance Sheets as of March 31, 2013 (unaudited) and September 30, 2012	1

Statements of Comprehensive Income (unaudited) for the Quarters Ended March 31, 2013 and April 1, 2012	3

Statements of Comprehensive Income (unaudited) for the Six Months Ended March 31, 2013 and April 1, 2012	4

Statements of Cash Flows (unaudited) for the Six Months Ended March 31, 2013 and April 1, 2012	5

Notes to Financial Statements (unaudited)	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3. Quantitative and Qualitative Disclosures about Market Risk	20

Item 4. Controls and Procedures	20

PART II – OTHER INFORMATION

Item 1. Legal Proceedings	21

Item 6. Exhibits	21

SIGNATURES	22

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

OVERHILL FARMS, INC.

BALANCE SHEETS

Assets

	March 31, 2013			September 30, 2012
	(Unaudited)

Current assets:
Cash	$	3,045,819		$	1,983,715
Accounts receivable, net of allowance for doubtful accounts of $3,000and $2,000 at March 31, 2013 and September 30, 2012, respectively		16,592,908			15,792,557
Inventories		19,282,990			21,319,408
Prepaid expenses and other		1,989,237			1,976,025
Deferred tax assets		867,384			867,384
Total current assets		41,778,338			41,939,089

Property and equipment, at cost:
Fixtures and equipment		27,831,715			26,436,536
Leasehold improvements		12,673,109			13,210,424
Automotive equipment		90,461			90,461
Property and equipment		40,595,285			39,737,421
Less accumulated depreciation and amortization		(30,339,278	)		(28,822,369	)
Property and equipment, net		10,256,007			10,915,052

Other non-current assets:
Goodwill		12,188,435			12,188,435
Deferred financing costs, net of accumulated amortization of $588,000 and $560,000 at March 31, 2013 and September 30, 2012, respectively		27,867			55,734
Other		1,143,758			1,216,912
Total other non-current assets		13,360,060			13,461,081

Total assets	$	65,394,405		$	66,315,222

The accompanying notes are an integral part

of these financial statements.

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OVERHILL FARMS, INC.

BALANCE SHEETS (continued)

Liabilities and Stockholders’ Equity

	March 31,		September 30,
	2013		2012
	(Unaudited)
Current liabilities:
Accounts payable	$	8,454,541	$	10,204,507
Accrued liabilities		3,978,265		4,046,715
Current maturities of long-term debt		6,742,647		6,742,647
Total current liabilities		19,175,453		20,993,869

Long-term accrued liabilities		760,117		709,018
Deferred tax liabilities		560,576		560,576
Total liabilities		20,496,146		22,263,463

Commitments and contingencies

Stockholders’ equity:
Preferred stock, $0.01 par value, authorized 50,000,000 shares, 4.43 designated as Series A Convertible Preferred Stock, 0 shares issued and outstanding		-		-
Common stock, $0.01 par value, authorized 100,000,000 shares, 16,046,544
shares issued and outstanding at March 31, 2013 and September 30, 2012		160,465		160,465
Additional paid-in capital		11,980,293		11,980,293
Retained earnings		32,757,501		31,911,001
Total stockholders’ equity		44,898,259		44,051,759

Total liabilities and stockholders’ equity	$	65,394,405	$	66,315,222

The accompanying notes are an integral part

of these financial statements.

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OVERHILL FARMS, INC.

STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	For the Quarter Ended
	March 31,			April 1,
	2013			2012

Net revenues	$	47,590,295		$	50,201,781
Cost of sales		42,749,502			45,498,635
Gross profit		4,840,793			4,703,146

Selling, general and administrative expenses		3,977,367			3,081,145

Operating income		863,426			1,622,001

Interest expense:
Interest expense		(47,980	)		(64,230	)
Amortization of deferred financing costs		(13,933	)		(13,554	)
Total interest expense		(61,913	)		(77,784	)


Income before income taxes		801,513			1,544,217

Income taxes		285,740			569,816

Net income and comprehensive income	$	515,773		$	974,401

Net income per share:
Basic	$	0.03		$	0.06
Diluted	$	0.03		$	0.06

Weighted-average shares used in computing net income per share:
Basic		16,046,544			15,823,271
Diluted		16,123,164			16,023,073

The accompanying notes are an integral part

of these financial statements.

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OVERHILL FARMS, INC.

STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	For the Six Months Ended
	March 31,			April 1,
	2013			2012

Net revenues	$	97,470,289		$	97,711,491
Cost of sales		89,081,775			88,323,265
Gross profit		8,388,514			9,388,226

Selling, general and administrative expenses		6,949,098			5,895,896

Operating income		1,439,416			3,492,330

Interest expense:
Interest expense		(96,087	)		(133,442	)
Amortization of deferred financing costs		(27,867	)		(40,712	)
Total interest expense		(123,954	)		(174,154	)

Income before income taxes		1,315,462			3,318,176

Income taxes		468,962			1,223,783

Net income and comprehensive income	$	846,500		$	2,094,393

Net income per share:
Basic	$	0.05		$	0.13
Diluted	$	0.05		$	0.13

Shares used in computing net income per share:
Basic		16,046,544			15,823,271
Diluted		16,123,957			16,016,226

The accompanying notes are an integral part

of these financial statements.

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OVERHILL FARMS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended
	March 31,			April 1,
	2013			2012

Operating Activities:
Net income	$	846,500		$	2,094,393
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		1,678,989			1,719,275
Amortization of deferred financing costs		27,867			43,296
Provision for (recovery of) doubtful accounts		262			(42,465	)
Changes in:
Accounts receivable		(800,614	)		(3,943,248	)
Inventories		2,036,418			(1,237,343	)
Prepaid expenses and other assets		(13,212	)		226,448
Accounts payable		(1,749,966	)		(399,964	)
Accrued liabilities		(68,450	)		447,438
Net cash provided by (used in) operating activities		1,957,794			(1,092,170	)

Investing Activities:
Additions to property and equipment		(895,690	)		(246,902	)
Net cash used in investing activities		(895,690	)		(246,902	)

Financing Activities:
Principal payments on long-term debt		-			(2,530,000	)
Net cash used in financing activities		-			(2,530,000	)

Net increase (decrease) in cash		1,062,104			(3,869,072	)
Cash at beginning of period		1,983,715			5,470,362
Cash at end of period	$	3,045,819		$	1,601,290

Supplemental Schedule of Cash Flow Information:
Cash paid during the period for:
Interest	$	48,621		$	133,254
Income taxes	$	-		$	625,000

The accompanying notes are an integral part

of these financial statements.

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OVERHILL FARMS, INC.

NOTES TO FINANCIAL STATEMENTS

March 31, 2013

(Unaudited)

1.	NATURE OF BUSINESS

Overhill Farms, Inc. (the “Company” or “Overhill Farms”) is a value-added manufacturer of high quality, prepared frozen food products for branded retail, private label and foodservice customers. The Company’s product line includes entrées, plated meals, bulk-packed meal components, pastas, soups, sauces, poultry, meat and fish specialties, and organic and vegetarian offerings.

2.	BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the Company’s fiscal year ending September 29, 2013 or for any other period. Certain prior period amounts have been reclassified to conform to the current period presentation.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The Company’s fiscal year utilizes a 52- to 53- week accounting period, which ends on the last Sunday of September in each fiscal year if September 30 does not fall on a Saturday, or October 1 if September 30 falls on a Saturday. The three and six months ended March 31, 2013 and April 1, 2012 were both 13 and 26-week periods, respectively.

For further information, refer to the audited financial statements and footnotes included in the Company's most recent annual report on Form 10-K for the fiscal year ended September 30, 2012.

3.	RECENT ACCOUNTING PRONOUNCEMENTS

In September 2011, the Financial Accounting Standard Board (“FASB”) issued an update to its authoritative guidance regarding the methods used to test goodwill for impairment. The amendment allows the option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test currently required. Under that option, an entity would no longer be required to calculate the fair value of a reporting unit unless the entity determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. If an entity concludes otherwise, then it must perform the two-step impairment test currently required. The Company adopted this guidance on October 1, 2012 on a prospective basis. The adoption of the standard did not have a material impact on the Company’s financial position or results of operations. The Company evaluates its goodwill for impairment at least annually, which historically is performed as of the fiscal year end date (see Note 10).

In June 2011, the FASB issued authoritative guidance that revised its requirements related to the presentation of comprehensive income. This guidance eliminates the option to present components of other comprehensive income as part of the consolidated statement of equity. It requires presentation of comprehensive income, net income and the components of other comprehensive income, either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The Company adopted this guidance on October 1, 2012 and has elected to present comprehensive income in a single continuous statement of comprehensive income. The adoption of the standard did not have an impact on the Company’s financial position or results of operations, as the Company currently has no other comprehensive income activity to report.

In February 2013, the FASB issued authoritative guidance for reporting amounts reclassified out of accumulated other comprehensive income (“AOCI”). The Company adopted this guidance prospectively on January 1, 2013. The adoption of the standard did not have an impact on the Company’s financial position or results of operations, as the Company currently has no other comprehensive income activity to report.

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4.	INVENTORIES

Inventories are summarized as follows:

	March 31, 2013		September 30, 2012
	(unaudited)
Raw ingredients	$	6,925,232	$	6,180,900
Finished product		10,287,544		13,008,871
Packaging		2,070,214		2,129,637
	$	19,282,990	$	21,319,408

DEBT

Debt is summarized as follows:

		March 31,			September 30,
		2013			2012
		(unaudited)
Bank of America Revolver	$	6,742,647		$	6,742,647
Less current maturities		(6,742,647	)		(6,742,647	)
	$	-		$	-

The Company executed a senior secured credit agreement with Bank of America on September 24, 2010. The facility is structured as a $30 million three-year senior secured revolving credit facility, secured by a first priority lien on substantially all the Company’s assets. The Company made an initial loan drawdown of $13.2 million on September 24, 2010, which was used to pay off the Company’s prior credit facility. Under the Bank of America facility the Company has the ability to increase the aggregate amount of the financing by $20 million (for an aggregate of $50 million) under certain conditions.

The Bank of America facility bears annual interest at the British Bankers Association LIBOR Rate, or LIBOR, plus an applicable margin (listed below). The margin was initially 1.75%. Beginning on January 1, 2011, and adjusted quarterly thereafter, the margin is calculated as follows:

Ratio of aggregate outstanding funded commitments under the facility (including letter of credit obligations) to EBITDA for the preceding four quarters		Applicable Margin
Greater than or equal to 1.50:1		2.00%

Greater than or equal to 0.50:1 but less than 1.50:1		1.75%

Less than 0.50:1		1.50%

As of March 31, 2013, there was $6.7 million outstanding under the Bank of America facility with an applicable interest rate of approximately 2.0%. In addition, the Company pays an unused line fee equal to 0.25% per annum. For the first half of fiscal years 2013 and 2012, the Company incurred $96,000 and $133,000, respectively, in interest expense, excluding amortization of deferred financing costs. As of March 31, 2013, the Company had $23.3 million available to borrow under the Bank of America facility, subject to certain covenant requirements. The Company’s outstanding obligations under the facility will be due and payable upon maturity in September 2013. The Company intends to refinance the Bank of America facility prior to maturity.

The Bank of America facility contains covenants whereby, among other things, the Company is required to maintain compliance with agreed levels of fixed charge coverage and total leverage. The facility also contains customary restrictions on incurring indebtedness and liens, making investments and paying dividends. At March 31, 2013, the Company was in compliance with all covenant requirements of the Bank of America facility.

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6.	NET INCOME PER SHARE

The following table sets forth the calculation of earnings per share (“EPS”) for the periods presented:

	Quarter Ended
	(unaudited)
	March 31,		April 1,
	2013		2012
Basic EPS Computation:
Numerator:
Net income	$	515,773	$	974,401
Denominator:
Weighted-average common shares outstanding		16,046,544		15,823,271
Total shares		16,046,544		15,823,271
Basic EPS	$	0.03	$	0.06

Diluted EPS Computation:
Numerator:
Net income	$	515,773	$	974,401
Denominator:
Weighted-average common shares outstanding		16,046,544		15,823,271
Incremental shares from assumed exercise of stock options		76,620		199,802
Total shares		16,123,164		16,023,073
Diluted EPS	$	0.03	$	0.06

	Six Months Ended
	(unaudited)
	March 31,		April 1,
	2013		2012
Basic EPS Computation:
Numerator:
Net income	$	846,500	$	2,094,393
Denominator:
Weighted average common shares outstanding		16,046,544		15,823,271
Total shares		16,046,544		15,823,271
Basic EPS	$	0.05	$	0.13

Diluted EPS Computation:
Numerator:
Net income	$	846,500	$	2,094,393
Denominator:
Weighted average common shares outstanding		16,046,544		15,823,271
Incremental shares from assumed exercise of stock options		77,413		192,955
Total shares		16,123,957		16,016,226
Diluted EPS	$	0.05	$	0.13

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7.	INCOME TAXES

The Company accounts for any uncertainty in income taxes based on a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The balance of unrecognized tax benefits was zero as of March 31, 2013 and September 30, 2012.

The Company recognizes interest and penalties, if any, as part of income taxes. The total amount of interest and penalties recognized in the statements of comprehensive income was zero for the quarters and six months ended March 31, 2013 and April 1, 2012.

The Company does not anticipate any significant change within 12 months of this reporting date of its uncertain tax positions.

The effective tax rates were 35.6% and 36.9% for the first six months of fiscal years 2013 and 2012, respectively.

8.	CONTINGENCIES

Legal Proceedings

The Company is involved in certain legal actions and claims arising in the ordinary course of business. Management believes (based, in part, on advice of legal counsel) that such contingencies, including the matters described below, will be resolved without materially and adversely affecting our financial position, results of operations or cash flows. We intend to vigorously contest the claims and grievances described below.

Agustiana, et al. v. Overhill Farms.

On July 1, 2009, Bohemia Agustiana, Isela Hernandez, and Ana Munoz filed a purported “class action” against the Company in which they asserted claims for failure to pay minimum wage, failure to furnish wage and hour statements, waiting time penalties, conversion and unfair business practices. The plaintiffs are former employees who had been terminated one month earlier because they had used invalid social security numbers in connection with their employment with the Company. They filed the case in Los Angeles County on behalf of themselves and a class which they say includes all non-exempt production and quality control workers who were employed in California during the four-year period prior to filing their complaint. The plaintiffs seek unspecified damages, restitution, injunctive relief, attorneys’ fees and costs.

The Company filed a motion to dismiss the conversion claim, and the motion was granted by the court on February 2, 2010.

On May 12, 2010, Alma Salinas filed a separate purported “class action” in Los Angeles County Superior Court against the Company in which she asserted claims on behalf of herself and all other similarly situated current and former production workers for failure to provide meal periods, failure to provide rest periods, failure to pay minimum wage, failure to make payments within the required time, unfair business practice in violation of Section 17200 of the California Business and Professions Code and Labor Code Section 2698 (known as the Private Attorney General Act (“PAGA”)). Salinas is a former employee who had been terminated because she had used an invalid social security number in connection with her employment with the Company. Salinas sought allegedly unpaid wages, waiting time penalties, PAGA penalties, interest and attorneys’ fees, the amounts of which are unspecified. The Salinas action has been consolidated with the Agustiana action. The plaintiffs thereafter dropped their rest break and PAGA claims when they filed a consolidated amended complaint.

In about September 2011, plaintiffs Agustiana and Salinas agreed to voluntarily dismiss and waive all of their claims against the Company. They also agreed to abandon their allegations that they could represent any other employees in the alleged class. The Company did not pay them any additional wages or money.

The remaining plaintiff added four former employees as additional plaintiffs. Three of the four new plaintiffs are former employees that the Company terminated one month before this case was filed because they had used invalid social security numbers in connection with their employment with the Company. The fourth new plaintiff has not worked for the Company since February 2007.

On June 26, 2012, the court denied the plaintiffs’ motion to certify the case as a class action, and it dismissed the class allegations. The five remaining plaintiffs can pursue their individual wage claims against the Company, but the court has ruled that they cannot assert those claims on behalf of the class of current and former production employees they sought to represent. The Company believes it has valid defenses to the plaintiffs’ remaining claims, and that we paid all wages due to these employees.

On September 7, 2012, the plaintiffs filed a notice to appeal the denial of class certification. The case is stayed while their appeal is pending.

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Concentrations of Credit Risk

Cash used primarily for working capital purposes is maintained in two accounts with a major financial institution. The account balances as of March 31, 2013 exceeded the Federal Deposit Insurance Corporation insurance limits. If the financial banking markets experience disruption, the Company may need to temporarily rely on other forms of liquidity, including borrowing under its credit facility.

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of trade receivables. The Company performs on-going credit evaluations of each customer’s financial condition and generally requires no collateral from its customers. A bankruptcy or other significant financial deterioration of any customer could impact its future ability to satisfy its receivables with the Company. Allowance for doubtful accounts is calculated based primarily upon historical bad debt experience and current market conditions. For the first six months of fiscal years 2013 and 2012, write-offs, net of recoveries, to the allowance for doubtful accounts were immaterial.

A significant portion of the Company’s total net revenues during the first six months of fiscal years 2013 and 2012 were derived from three customers, as described below:

Net Revenues
(unaudited)
	March 31,	April 1,
Customer	2013	2012
Panda Restaurant Group, Inc.	31%	27%
Jenny Craig, Inc.	17%	22%
Safeway Inc.	14%	16%

A significant portion of the Company’s total receivables were derived from four customers as described below:

Receivables
	March 31,	September 30,
Customer	2013	2012
	(unaudited)
Bellisio Foods, Inc. (for various third party customers)	29%	21%
Panda Restaurant Group, Inc. (through its distributors)	23%	36%
Safeway Inc.	14%	10%
Jenny Craig, Inc.	12%	14%

9.	RELATED PARTY TRANSACTIONS

In February 2004, the Company engaged Alexander Auerbach & Co., Inc. (“AAPR”) to provide the Company with public relations and marketing services. AAPR provides public relations, media relations and communications marketing services to support the Company’s sales activities. Alexander Auerbach, who is a director and stockholder of the Company, is a stockholder, director and officer of AAPR. Fees paid to AAPR for services rendered under this engagement during the first six months of fiscal years 2013 and 2012 were $41,000 and $28,000, respectively.

10.	FINANCIAL INSTRUMENTS

Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

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Level 3 - Unobservable inputs that reflect assumptions about what market participants would use in pricing the asset or liability. These inputs would be based on the best information available, including the Company’s own data.

The carrying amount of the Company’s financial instruments, which are not marked to fair value at each reportable date and principally include trade receivables and accounts payable, approximate fair value due to the relatively short maturity of such instruments. Additionally, as of March 31, 2013, the carrying value of debt was not materially different from fair value, as the interest rates on the variable rate debt approximated rates currently available to the Company.

Long-lived assets, such as property, plant, and equipment, and purchased intangibles that are subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets that are to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by such asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of such asset exceeds its fair value. The fair value calculation requires management to apply judgment in estimating future cash flows and the discount rates that reflect the risk inherent in the future cash flows. The estimated cash flows used for this nonrecurring fair value measurement is considered a Level 3 input as defined above. The Company recorded no impairment charges related to long-lived assets during the first six months of fiscal years 2013 and 2012.

Goodwill is evaluated annually for impairment or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset's fair value. This determination is made at the reporting unit level and consists of two steps. First, the Company determines its fair value and compares it to its carrying amount. The Company determines the fair value using a discounted cash flow analysis, which requires unobservable inputs (Level 3 as defined above). These inputs include selection of an appropriate discount rate and the amount and timing of expected future cash flows. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting units' goodwill and other intangibles over the implied fair value. If the Company does not first perform the optional qualitative assessment in accordance with current guidance, or otherwise concludes that it is more likely than not that its fair value is less than its carrying amount based on that qualitative assessment, then it must perform the two-step impairment test discussed above. The Company recorded no impairment charges related to goodwill during the first six months of fiscal years 2013 and 2012. The Company has no indefinite-lived intangible assets other than goodwill.

11.	COLLABORATIVE ARRANGEMENT

On November 4, 2010, the Company entered into an exclusive license agreement with Boston Market Corporation (“Boston Market”), whereby the Company has the right to manufacture, sell and distribute Boston Market frozen food products. The license agreement was effective July 1, 2011. The then existing Boston Market business was predominately located in the Eastern half of the United States. The Company’s initial plan was to develop an internal sales and administrative staff to handle the Boston Market business. Based on a previous relationship with Bellisio Foods, Inc. (“Bellisio”), the Company held discussions and determined that initially the most cost-effective way to maintain distributions to existing Boston Market accounts was to enter into a Co-Manufacturing, Sales, and Distribution Agreement with Bellisio. Bellisio operates a manufacturing and storage facility in Ohio, and has an existing sales force in place to manage consumer brands, and currently sells into approximately 25,000 retail locations.

The initial term of the agreement was two years, commencing on July 1, 2011, and was subsequently extended through November 30, 2013. The agreement automatically renews for one year periods, unless either party provides a six month notice of termination date prior to the renewal period. The Company continues to evaluate the overall cost-effectiveness of its agreement with Bellisio and to consider other viable alternatives for the future.

The agreement is considered a collaborative arrangement between the Company and Bellisio regarding the co-manufacture, sale and distribution of Boston Market products. The agreement provides that the Company and Bellisio will each manufacture approximately 50% of the total production volume of current and future Boston Market products during the term of the agreement. The Company began its manufacturing in June 2011, and Bellisio began its manufacturing in August 2011 at its Jackson, Ohio facility.

In addition to its co-manufacturing responsibilities during the term of the agreement, Bellisio will be responsible for all sales and distribution responsibilities for all Boston Market products produced by both the Company and Bellisio. These responsibilities include marketing, sales, warehousing and handling, product distribution and all billing and collection activities. The Company has final approval rights for all sales and marketing promotion plans and expenses. Pursuant to the agreement, the Company will be responsible for development of all new items for the Boston Market line as well as maintaining the quality and consistency of all products produced. In addition, the Company maintains exclusive control and rights of the license.

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The Company and Bellisio shared equally in the first $2 million of aggregate profits from the co-manufactured products, with the percentage shifting to 60% to the Company and 40% to Bellisio for profits in excess of $2 million. Profits are calculated after deducting from gross revenues: pre-established labor, material and overhead costs relating to manufacturing of the products, all pre-approved sales and promotion expenses including a fixed sales and administrative fee charged by Bellisio as a percentage of sales; pre-negotiated warehouse charges; actual freight costs; interest expense on working capital; and any legitimate invoice deduction from retailers for spoilage, cash discounts, if any, or defective products. The Company has elected to recognize any settlements of profit or loss from this arrangement as net revenue in the statement of comprehensive income.

The Company recognizes revenue and expenses related to the collaborative arrangement in accordance with authoritative guidance, which directs participants in collaborative arrangements to report costs incurred and revenue generated from transactions with third parties (that is, parties that do not participate in the arrangement) in each entity’s respective income statement line items for revenues and expenses. Revenues from the collaborative arrangement consist of sales to third party supermarkets.

The following tables illustrate the Company’s portion of the statement of comprehensive income, classification and activities attributable to transactions arising from the agreement for each period presented:

	For the Quarter Ended
	(unaudited)
	March 31, 2013		April 1, 2012

Net Revenues	$	11,713,867	$	8,745,332
Cost of Sales		9,907,749		7,758,297
Gross Profit		1,806,118		987,035
Selling, general and administrative expenses		1,396,928		856,572
Net income	$	409,190	$	130,463

In addition to the expenses noted above, during the second quarter of fiscal years 2013 and 2012, the Company incurred costs related to managing the Boston Market brand of $54,000 and $43,000, respectively.

	For the Six Months Ended
	(unaudited)
	March 31, 2013		April 1, 2012

Net Revenues	$	20,520,522	$	15,166,491
Cost of Sales		17,347,151		13,701,389
Gross Profit		3,173,371		1,465,102
Selling, general and administrative expenses		2,416,501		1,495,127
Net income (loss)	$	756,870	$	(30,025	)

In addition to the expenses noted above, during the first six months of fiscal years 2013 and 2012, the Company incurred costs related to managing the Boston Market brand of $80,000 and $122,000, respectively.

12.	SUBSEQUENT EVENTS

The Company has completed an evaluation of all subsequent events through the isssuance date of these financial statements, and concluded no subsequent events occurred that require recognition or disclosure other than the matter noted below.

On May 14, 2013, the Company entered into an agreement to be acquired by Bellisio Foods, Inc. Under terms of the agreement, which was unanimously approved by the Company's Board of Directors on May 14, 2013, the Company's shareholders will receive $5.00 in cash for each share of common stock. The transaction is not subject to a financing contingency. The transaction is subject to approval by the Company's stockholders, receipt of regulatory approvals and other customary closing conditions, and is expected to close in the third calendar quarter of 2013.

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Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The following discussion and analysis should be read in conjunction with our financial statements and notes to financial statements included elsewhere in this report. This report, and our financial statements and notes to our financial statements, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements generally include the plans and objectives of management for future operations, including plans and objectives relating to our future economic performance and our current beliefs regarding revenues we might earn if we are successful in implementing our business strategies. Forward-looking statements are based on current expectations or beliefs. For this purpose, statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, or which include words such as “continue,” “efforts,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “projects,” “forecasts,” “strategy,” “will,” “may,” “goal,” “target,” “prospects,” “optimistic,” “confident” or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), on-going business strategies or prospects, and possible future company actions, which may be provided by management, are also forward-looking statements. We caution that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others:

the effects of the economy on our business;

market conditions that may affect the costs and/or availability of raw materials, fuels, energy, logistics and labor as well as the market for our products, including our customers’ ability to pay and consumer demand;

the impact of rising fuel pricing and surcharges;

the impact of competitive product and pricing;

loss of key customers due to competitive environment or production being self-manufactured by customers with such capabilities;

ability to refinance our current Bank of America facility (which matures in September 2013), and the rising costs of credit that may be associated with new borrowings;

commodity prices and fulfillment by suppliers of existing raw materials contracts;

changes in our business environment, including actions of competitors and changes in customer preferences, as well as disruptions to our customers’ businesses;

changes in governmental laws and regulations, including those concerning the food industry, healthcare and income taxes;

change in control or other significant changes in ownership;

financial viability and resulting effect on revenues and collectability of accounts receivable of our customers during the on-going economic uncertainty and any future deep recessionary periods;

ability to remain in compliance with the requirements of the Bank of America facility;

natural disasters that can impact, among other things, costs of fuel and raw materials;

seasonality in the retail category;

the occurrence of acts of terrorism or acts of war;

voluntary or government-mandated food recalls;

effects of legal proceedings or labor disputes in which we are or may become involved from time to time; and

other factors discussed in this report and other reports we file with the Securities and Exchange Commission (“Commission”), including those described in Item 1A of Part I of our annual report on Form 10-K for the fiscal year ended September 30, 2012 and any updates to that report.

We do not undertake to update, revise or correct any forward-looking statements, except as otherwise required by law.

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Overview

We are a value-added manufacturer of high quality, prepared frozen food products for branded retail, private label and foodservice customers. Our product line includes entrées, plated meals, bulk-packed meal components, pastas, soups, sauces, poultry, meat and fish specialties, and organic and vegetarian offerings. Our extensive research and development efforts, combined with our extensive catalogue of recipes and flexible manufacturing capabilities, provide customers with a one-stop solution for new product ideas, formulations and product manufacturing, as well as precise replication of existing recipes. Our capabilities allow customers to outsource product development, product manufacturing and packaging, thereby avoiding significant fixed-cost and variable investments in resources and equipment. Our customers include prominent nationally recognized names such as Panda Restaurant Group, Inc. (“Panda Restaurant Group”), Jenny Craig, Inc., Safeway Inc., Target Corporation, Pinnacle Foods Group LLC, and American Airlines, Inc. We also sell frozen foods under the Boston Market brand, under exclusive license with Boston Market Corporation.

Our goal is to continue as a leading developer and manufacturer of value-added food products and provider of custom prepared frozen foods. We intend to continue to execute our growth and operating strategies, including:

diversifying and expanding our customer base by focusing on sectors we believe have attractive growth characteristics, such as foodservice and retail;

investing in and operating efficient production facilities;

providing value-added ancillary support services to customers;

offering a broad range of products to customers in multiple channels of distribution; and

exploring strategic acquisitions and investments and other shareholder value enhancement initiatives.

Despite the continuing challenges of inconsistent consumer demand and an extremely competitive frozen food marketplace, we remained profitable and improved gross margin for our second quarter of fiscal year 2013 which ended March 31, 2013 compared to our second quarter of fiscal year 2012. We expect revenues to remain strong for fiscal year 2013, due to expanded distribution of our Boston Market products.

As previously discussed, the challenge for us remains to move gross margins back towards historic levels. As we are implementing a number of previously disclosed measures to improve profitability, we believe we are on our way to achieving our goal as demonstrated by the increase in gross margin to 10.2% for the second quarter of fiscal year 2013, from 9.4% for the second quarter of fiscal year 2012 and from 7.1% for the first quarter of fiscal year 2013.

Net revenues of $47.6 million for the second quarter of fiscal year 2013 reflected a decrease of $2.6 million or 5.2% compared to the second quarter of fiscal year 2012. The foodservice category decreased $3.2 million or 17.9% due primarily to decreased sales to the Panda Restaurant Group of $2.5 million. We believe the decrease in sales to the Panda Restaurant Group is a result of a timing issue and should be recovered in subsequent quarters. The retail category increased $633,000 due primarily to increased sales of our portion of Boston Market products (sold to numerous retail accounts, including some major national chains) of $3.4 million, partially offset by reduced sales to Jenny Craig, Inc. and Safeway Inc. of $1.2 million and $347,000, respectively. We continue to be optimistic and anticipate further growth in net revenues as we continue to improve sales of the Boston Market brand products, implement new initiatives and benefit from any improvement in the economy.

Gross profit was $4.8 million for the second quarter of fiscal year 2013, compared to $4.7 million for the second quarter of fiscal year 2012. Gross margin increased to 10.2% for the second quarter of fiscal year 2013, from 9.4% for the second quarter of fiscal year 2012. Increases in gross profit dollars and margin were largely due to more favorable commodity prices and favorable manufacturing variances, which were offset by increased freight and storage expense of $298,000 due primarily to shipments for Boston Market products in the second quarter of fiscal year 2013. We anticipate continued increased freight and storage expenses as sales volumes for Boston Market products increase and if fuel prices remain at their current levels or increase.

Operating income for the second quarter of fiscal year 2013 was $863,000 (1.8% of net revenues), down $759,000 compared to operating income of $1.6 million (3.2% of net revenues) for the second quarter of fiscal year 2012, due primarily to higher selling, general and administrative (“SG&A”) expenses. SG&A increased $896,000 to $4.0 million (8.4% of net revenues) for the second quarter of fiscal year 2013, from $3.1 million (6.2% of net revenues) for the second quarter of fiscal year 2012, primarily due to higher brokerage and royalty expenses related to Boston Market products sold of $417,000 and $162,000, respectively. We expect SG&A expenses to remain at or near the current percentage of net revenues as we increase Boston Market brand sales and incur additional brokerage, selling and royalty expenses.

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Net income for the second quarter of fiscal year 2013 was $516,000 (1.1% of net revenues), compared to net income of $974,000 (1.9% of net revenues) for the second quarter of fiscal year 2012, due to lower operating income resulting from the decrease in net revenue and the increase in SG&A expense described above, partially offset by a decrease in income tax expense of $284,000.

For the first six months of fiscal year 2013, net revenues of $97.5 million reflected a 0.2% decrease compared to the first six months of fiscal year 2012. Retail net revenues decreased $2.0 million primarily due to reduced sales to Jenny Craig, Inc., Safeway Inc. and other retail customers of $4.6 million, $1.3 million and $2.1 million, respectively. The decreases were partially offset by increased sales of our portion of Boston Market products (sold to numerous accounts, including some major national chains) of $6.0 million. Foodservice net revenues increased $1.8 million or 5.5% due to increased sales to Panda Restaurant Group of $3.9 million, partially offset by revenue reductions of $2.1 million for other foodservice customers.

Gross profit was $8.4 million for the first six months of fiscal year 2013, compared to $9.4 million for the first six months of fiscal year 2012. Gross margin decreased to 8.6% for the first six months of fiscal year 2013 compared to gross margin of 9.6% for the first six months of fiscal year 2012. The decrease in gross profit dollars and margin were due largely to a shift in product mix, less favorable commodity prices and increased freight and storage expense of $559,000. We anticipate continued increased freight and storage expenses as sales volumes for Boston Market products increase and if fuel prices remain at their current levels or increase

Operating income for the first six months of fiscal year 2013 was $1.4 million (1.4% of net revenues), compared to $3.5 million (3.6% of net revenues) for the first six months of fiscal year 2012, due primarily to lower gross profit dollars of $1.0 million, as described above and increased SG&A expenses. SG&A expenses for the first six months of fiscal year 2013 increased by $1.0 million to $6.9 million (7.1%) from $5.9 million (6.0%) for the first six months of fiscal year 2012 due primarily to higher brokerage and royalty expenses related to Boston Market products sold of $600,000 and $245,000, respectively, and increased professional fees of $374,000. These increases were partially offset by a decrease in legal fees of $155,000 due to a reduction in litigation. We expect SG&A expense to remain at or near the current rate as we incur additional brokerage and selling expenses, including royalty expenses related to the Boston Market brand.

Net income for the first six months of fiscal years 2013 was $847,000 (0.9% of net revenues) compared to $2.1 million (2.1% of net revenues) for the first six months of fiscal years 2012, due to lower operating income partially offset by a decrease in income tax expense of $755,000.

Critical Accounting Policies

Management’s discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. See Note 2 to the financial statements contained in our annual report on Form 10-K for the year ended September 30, 2012 for a summary of our significant accounting policies. Management believes the following critical accounting policies are related to our more significant estimates and assumptions used in the preparation of our financial statements.

Accounts Receivable. We perform on-going credit evaluations of each customer’s financial condition and generally require no collateral from our customers. A bankruptcy or other significant financial deterioration of any customer could impact its future ability to satisfy its receivables with us. Our allowance for doubtful accounts is calculated based primarily upon historical bad debt experience and current market conditions. We charge off uncollectible accounts at the point in time when no recovery is expected. Bad debt expense and accounts receivable write-offs, net of recoveries, historically have been relatively small, as we generally transact the substantial portion of our business with large, established food or service related businesses. For the first six months in fiscal years 2013 and 2012, write-offs, net of recoveries, to the allowance for doubtful accounts were minimal.

Inventories. Inventories, which include material, labor and manufacturing overhead, are stated at the lower of cost, which approximates the first-in, first-out (“FIFO”) method, or market. We use a standard costing system to estimate our FIFO cost of inventory at the end of each reporting period. Historically, standard costs have been materially consistent with actual costs. We periodically review our inventory for excess items, and write it down based upon the age of specific items in inventory and the expected recovery from the disposition of the items.

We write-down our inventory for the estimated aged surplus, spoiled or damaged products and discontinued items and components. We determine the amount of the write-down by analyzing inventory composition, expected usage, historical and projected sales information and other factors. Changes in sales volume due to unexpected economic or competitive conditions are among the factors that could result in material increases in the write-down of our inventory.

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Property and Equipment. The cost of property and equipment is depreciated over the estimated useful lives of the related assets, which range from three to ten years. Leasehold improvements to our Plant No. 1 in Vernon, California are amortized over the lesser of the initial lease term plus one lease extension period, initially totaling 15 years, or the estimated useful lives of the assets. Other leasehold improvements are amortized over the lesser of the term of the related lease or the estimated useful lives of the assets. Depreciation is generally computed using the straight-line method.

We assess property and equipment for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. We recorded no impairment charges related to long-lived assets during the first six months of fiscal years 2013 and 2012.

Expenditures for maintenance and repairs are charged to expense as incurred. The cost of materials purchased and labor expended in betterments and major renewals are capitalized. Costs and related accumulated depreciation of properties sold or otherwise retired are eliminated from the accounts, and gains or losses on disposals are included in operating income.

Goodwill. We evaluate goodwill at least annually for impairment. We have one reporting unit and estimate fair value based on a variety of market factors, including discounted cash flow analysis, market capitalization, and other market-based data. As of March 31, 2013, we had goodwill of $12.2 million. A deterioration of our operating results and the related cash flow effect could decrease the estimated fair value of our business and, thus, cause our goodwill to become impaired and cause us to record a charge against operations in an amount representing the impairment. We recorded no impairment charges related to goodwill during the first six months of fiscal years 2013 and 2012.

Income Taxes. We evaluate the need for a valuation allowance on our deferred tax assets based on whether we believe that it is more likely than not that all deferred tax assets will be realized. We consider future taxable income and on-going prudent and feasible tax planning strategies in assessing the need for valuation allowances. In the event we determine that we would not be able to realize all or part of our deferred tax assets, we would record an adjustment to the deferred tax asset and a charge to income at that time.

We account for uncertainty in income taxes based on a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The balance of unrecognized tax benefits was zero as of March 31, 2013 and September 30, 2012.

We recognize interest and penalties as part of income taxes. No interest and penalties were recognized in the statements of comprehensive income for the first six months of fiscal years 2013 and 2012.

Collaborative Arrangement. We recognize revenue and expenses related to our collaborative arrangement in accordance with authoritative guidance, which directs participants in collaborative arrangements to report costs incurred and revenue generated from transactions with third parties (that is, parties that do not participate in the arrangement) in each entity’s respective income statement line items for revenues and expenses. Revenues from the collaborative arrangement consist of sales to third party supermarkets.

Recent Accounting Pronouncements

Recent accounting pronouncements are included in Note 3 “Recent Account Pronouncements” to the financial statements in Part I, Item 1 of this report.

Results of Operations

While we operate as a single business unit, manufacturing various products on common production lines, revenues from similar customers are grouped into the following natural categories: retail and foodservice.

Quarter Ended March 31, 2013 Compared to Quarter Ended April 1, 2012

The quarters ended March 31, 2013 and April 1, 2012 were both 13-week periods.

Net Revenues. Net revenues for the second quarter of fiscal year 2013 decreased $2.6 million (5.2%) to $47.6 million from $50.2 million for the second quarter of fiscal year 2012 due primarily to lower sales volume in our foodservice category.

The retail category increased $633,000 (1.9%) to $32.9 million for the second quarter of fiscal year 2013 from $32.3 million for the second quarter of fiscal year 2012 due primarily to increased sales of our portion of Boston Market products (sold to numerous retail accounts, including some major national chains) of $3.4 million, partially offset by reduced sales to Jenny Craig, Inc., Safeway Inc. and other retail accounts of $1.2 million, and $347,000 and $1.2 million, respectively.

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Foodservice net revenues decreased $3.2 million (17.9%) to $14.7 million for the second quarter of fiscal year 2013 from $17.9 million for the second quarter of fiscal year 2012 due primarily to decreased sales to Panda Restaurant Group of $2.5 million. We believe the decrease in sales to the Panda Restaurant Group is a result of a timing issue and should be recovered in subsequent quarters.

Gross Profit. Gross profit was $4.8 million for the second quarter of fiscal year 2013, compared to $4.7 million for the second quarter of fiscal year 2012. Gross margin increased to 10.2% for the second quarter of fiscal year 2013, from 9.4% for the second quarter of fiscal year 2012, largely due to more favorable commodity prices and favorable manufacturing variances offset by increased freight and storage expense of $298,000 due primarily to shipments for Boston Market products in the second quarter of fiscal year 2013. We anticipate continued increased freight and storage expenses as sales volumes for Boston Market products increase and if fuel prices remain at their current levels or increase.

Selling, General and Administrative Expenses. SG&A increased $896,000 to $4.0 million (8.4% of net revenues) for the second quarter of fiscal year 2013, from $3.1 million (6.2% of net revenues) for the second quarter of fiscal year 2012, primarily due to higher brokerage and royalty expenses related to Boston Market products sold of $417,000 and $162,000, respectively. We expect SG&A expenses to remain at or near the current percentage of net revenues as we increase Boston Market brand sales and incur additional brokerage, selling and royalty expenses.

Operating Income. Operating income for the second quarter of fiscal year 2013 was $863,000 (1.8% of net revenues), down $759,000 compared to operating income of $1.6 million (3.2% of net revenues) for the second quarter of fiscal year 2012, due primarily to higher SG&A expenses.

Total Interest Expense. Total interest expense for the second quarter of fiscal year 2013 was $62,000, compared to $78,000 for the second quarter of fiscal year 2012, as a result of a lower outstanding principal balance under our Bank of America facility during the period.

Income Taxes. Income tax expense was $286,000 for the second quarter of fiscal year 2013, compared to $570,000 for the second quarter of fiscal year 2012. The difference was a result of income before income taxes decreasing $743,000 to $802,000 for the second quarter of fiscal year 2013 from $1.5 million for the second quarter of fiscal year 2012. The effective tax rate was 35.6% for the second quarter of fiscal year 2013 compared to an effective tax rate of 36.9% for the second quarter of fiscal year 2012.

Net Income. Net income for the second quarter of fiscal year 2013 was $516,000 or $ 0.03 per basic and diluted share, compared to net income of $974,000 or $ 0.06 per basic and diluted share, for the second quarter of fiscal year 2012 due to lower operating income, partially offset by a decrease in income tax expense of $284,000.

Six Months Ended March 31, 2013 Compared to Six Months Ended April 1, 2012

The six month periods ended March 31, 2013 and April 1, 2012 were both 26 week periods.

Net Revenues. Net revenues decreased $241,000 (0.2%) to $97.5 million for the first six months of fiscal year 2013 from $97.7 million for the first six months of fiscal year 2012 due to a decrease in retail net revenues, partially offset by an increase in foodservice net revenues.

Retail net revenues decreased $2.0 million (3.1%) to $62.8 million for the first six months of fiscal year 2013 from $64.8 million for the first six months of fiscal year 2012. The decrease in retail net revenues was primarily due to reduced sales to Jenny Craig, Inc., Safeway Inc. and other retail customers of $4.6 million, $1.3 million and $2.1 million, respectively. The decreases were partially offset by increased sales of our portion of Boston Market products (sold to numerous accounts, including some major national chains) of $6.0 million.

Foodservice net revenues increased $1.8 million (5.5%) to $34.7 million for the first six months of fiscal year 2013 from $32.9 million for the first six months of fiscal year 2012. The increase was attributable primarily to increased sales volume to Panda Restaurant Group of $3.9 million, partially offset by revenue reductions of $2.1 million for other foodservice customers.

Gross Profit. Gross profit was $8.4 million for the first six months of fiscal year 2013, compared to $9.4 million for the first six months of fiscal year 2012. Gross margin decreased to 8.6% for the first six months of fiscal year 2013 compared to gross margin of 9.6% for the first six months of fiscal year 2012. The decrease in gross profit dollars and margin were due largely to a shift in product mix, less favorable commodity prices and increased freight and storage expense of $559,000. We anticipate continued increased freight and storage expenses as sales volumes for Boston Market products increase and if fuel prices remain at their current levels or increase.

Selling, General and Administrative Expenses. SG&A expenses for the first six months of fiscal year 2013 increased by $1.0 million to $6.9 million (7.1%) from $5.9 million (6.0%) for the first six months of fiscal year 2012 due primarily to higher brokerage and royalty expenses related to Boston Market products sold of $600,000 and $245,000, respectively, and increased professional fees of $374,000. These increases were partially offset by a decrease in legal fees of $155,000 due to a reduction in litigation. We expect SG&A expense to remain at or near the current rate as we incur additional brokerage and selling expenses, including royalty expenses related to the Boston Market brand.

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Operating Income. Operating income for the first six months of fiscal year 2013 was $1.4 million (1.4% of net revenues), compared to $3.5 million (3.6% of net revenues) for the first six months of fiscal year 2012, due primarily to lower gross profit dollars and increased SG&A expenses.

Total Interest Expense. Total interest expense for the first six months of fiscal year 2013 was $124,000, compared to $174,000 for the first six months of fiscal year 2012, as a result of a lower outstanding principal balance under our Bank of America facility during the period.

Income Tax Provision. Income tax expense was $469,000 for the first six months of fiscal year 2013, compared to $1.2 million for the first six months of fiscal year 2012. The difference was a result of income before income taxes decreasing $2.0 million to $1.3 million from $3.3 million for the first six months of fiscal year 2012. The effective tax rates were 35.6% for the first six months of fiscal year 2013 and 36.9% for the first six months of fiscal year 2012.

Net Income. Net income for the first six months of fiscal year 2013 was $847,000 or $0.05 per basic and diluted share compared to $2.1 million or $0.13 per basic and diluted share for the first six months of fiscal year 2012 due to lower operating income partially offset by a decrease in income tax expense of $755,000.

Liquidity and Capital Resources

During the first six months of fiscal year 2013, our operating activities provided cash of $2.0 million versus a use of cash of $1.1 million for the first six months of fiscal year 2012. Cash generated from operations before working capital changes for the first six months of fiscal year 2013 was $2.6 million. Cash used in changes in working capital was $596,000 during the first six months of fiscal year 2013 and resulted from increases in accounts receivable and prepaid and other expenses of $801,000 and $13,000, respectively, as well as decreases in accounts payable and accrued liabilities of $1.8 million and $68,000, respectively. These were partially offset by a decrease in inventory of $2.0 million. As of March 31, 2013, we had working capital of $22.6 million compared to working capital of $20.9 million at fiscal year end 2012. The increase in working capital was due primarily to a decrease in accounts payable. We were able to fund our operations in the first six months of fiscal year 2013 internally without increasing our external debt.

During the first six months of fiscal year 2013, our investing activities, consisting primarily of capital expenditures, resulted in a net use of cash of approximately $896,000, compared to a net use of cash of approximately $247,000 during the first six months of fiscal year 2012. The property and equipment additions were made to accommodate additional business opportunities, meet anticipated growth and improve operating efficiency.

During the first six months of fiscal year 2013, we had no financing activities compared to a use of cash of $2.5 million during the first six months of fiscal year 2012. The use of cash during the first six months of fiscal year 2012 was primarily due to $2.5 million in voluntary payments made on our revolving credit facility.

We executed a senior secured credit agreement with Bank of America on September 24, 2010. The facility is structured as a $30 million three-year senior secured revolving credit facility, secured by a first priority lien on substantially all of our assets. We made an initial loan drawdown of $13.2 million, which was used to pay off our prior credit facility. Under the Bank of America facility, we have the ability to increase the aggregate amount of the financing by $20 million (for an aggregate of $50 million) under certain conditions.

The Bank of America facility bears annual interest at the British Bankers Association LIBOR Rate, or LIBOR, plus an applicable margin (listed below). The margin was initially 1.75%. Beginning January 1, 2011, and adjusted quarterly thereafter, the margin is calculated as follows:

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Ratio of aggregate outstanding funded commitments under the facility (including letter of credit obligations) to EBITDA for the preceding four quarters		Applicable Margin
Greater than or equal to 1.50:1		2.00%

Greater than or equal to 0.50:1 but less than 1.50:1		1.75%

Less than 0.50:1		1.50%

As of March 31, 2013, there was $6.7 million outstanding under the Bank of America facility with an applicable interest rate of 2.0%. In addition, we will pay an unused fee equal to 0.25% per annum. For the first six months of fiscal years 2013 and 2012, we incurred $96,000 and $133,000, respectively, in interest expense, excluding amortization of deferred financing costs. As of March 31, 2013, we had $23.3 million available to borrow under the new credit facility, subject to certain covenant requirements. Our outstanding obligations under the facility will be due and payable upon maturity in September 2013. We intend to refinance the Bank of America facility prior to maturity.

The Bank of America facility contains covenants whereby, among other things, we are required to maintain compliance with agreed levels of fixed charge coverage and total leverage. The facility also contains customary restrictions on incurring indebtedness and liens, making investments and paying dividends.

As of March 31, 2013, we were in compliance with all covenant requirements of the Bank of America facility. Going forward, if we are unable to maintain compliance with the covenant requirements due to the deterioration of economic conditions, it could result in interest rate increases and acceleration of maturity of the loan, which could adversely affect our financial condition, results of operations or cash flows.

We believe that our cash on-hand, financial positions and the funds available to us from operations and existing capital resources will be adequate for our capital requirements and future growth initiatives, including the expansion of the Boston Market products, for at least the next twelve months. Our existing capital resources include the Bank of America facility, which we intend to refinance prior to the September 2013 maturity date. Further, if necessary, we believe we can secure additional financing with Bank of America or other lenders to supplement our capital needs.

Following is a summary of our contractual obligations at March 31, 2013:

	Payments Due By Period
CONTRACTUAL OBLIGATIONS	Total		Remainder of Fiscal Year 2013		2-3 Years		4-5 Years		More than 5 Years

Debt maturities	$	6,742,647	$	6,742,647	$	-	$	-	$	-
Interest Expense(1)		93,357		93,357		-		-		-
Operating lease obligations(2)		5,031,697		1,269,888		2,618,875		1,142,934		-
Other Contractual obligations		927,878		265,108		662,770		-		-
Open purchase orders		18,253,776		13,835,743		4,418,033		-		-
Total contractual obligations	$	31,049,355	$	22,206,743	$	7,699,678	$	1,142,934	$	-

(1)

Assumes only mandatory principal pay-down and the use of LIBOR as of March 31, 2013 on the Bank of America debt.

(2)

Includes real estate leases.

Table of Contents

The above table outlines our contractual obligations as of March 31, 2013 and does not reflect the changes in such obligations that occurred after that date. There have been no material changes to our contractual obligations as of the date of this report.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4.

Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of March 31, 2013, that the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act) are effective at a reasonable assurance level to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

During the quarter ended March 31, 2013, there were no changes in our “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

Legal proceedings are included in Note 8 “Contingencies – Legal Proceedings” to the financial statements contained in Part I, Item 1 of this report.

Item 6.

Exhibits

Exhibit Number	Description

31.1**	Certification of Chief Executive Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2**	Certification of Chief Financial Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32**	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INSw	XBRL Instance Document
101.SCHw	XBRL Taxonomy Extension Schema Document
101.CALw	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFw	XBRL Taxonomy Extension Definition Linkbase Document
101.LABw	XBRL Taxonomy Extension Label Linkbase Document
101.PREw	XBRL Taxonomy Extension Presentation Linkbase Document

**	Filed herewith.
w	Furnished herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

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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.

		OVERHILL FARMS, INC.
		(Registrant)


Date: May 15, 2013	By:	/s/ James Rudis
		James Rudis
		Chief Executive Officer
		(principal executive officer)

Date: May 15, 2013	By:	/s/ Robert C. Bruning
		Robert C. Bruning
		Chief Financial Officer
		(principal financial officer)

OVERHILL FARMS INC - FORM 10-Q - May 15, 2013

Attached files

OVERHILL FARMS INC Reports