SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 2, 1995 Commission File No. 0-15696 PIEMONTE FOODS, INC. (Exact name of registrant as specified in its charter) South Carolina 57-0626121 (State of other jurisdiction of I.R.S. Employer incorporation of organization) Identification 400 Auqusta Street, Greenville, South Carolina 29604 (Address of principal executive offices) Registrant's telephone number, including area code: (803) 242-0424 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- The number of shares of common stock outstanding as of September 30, 1995 was 1,450,878. PIEMONTE FOODS, INC. INDEX TO FORM 10-Q Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets - September 2, 1995 and August 27, 1994 Consolidated Statements of Income for the first quarters ended September 2, 1995 and August 27, 1994 and the three months then ended. Consolidated Statements of Cash Flows for the first quarters ended September 2, 1995 and August 27, 1994 and the three months then ended. Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. Other Information Item 6. Exhibits and Reports on Form 8-K PIEMONTE FOODS, INC. CONSOLIDATED BALANCE SHEETS ASSETS Sept 2,1995 Aug 27,1994 CURRENT ASSETS Cash 688,855 560,416 Accounts receivable, net 1,939,664 1,931,676 Inventories 1,785,796 1,720,929 Prepaid expenses 763,845 498,696 Deferred marketing costs 246,317 260,087 TOTAL CURRENT ASSETS 5,424,477 4,971,804 PROPERTY, PLANT AND EQUIPMENT, NET 4,811,853 4,831,754 DEFERRED CHARGES, INTANGIBLE AND OTHER ASSETS Deferred marketing costs-noncurrent portion 56,457 260,087 Excess of cost over fair value of net assets acquired 726,939 753,846 Investment in joint venture 50,000 0 Loan to joint venture 308,532 0 Other assets 130,603 114,323 1,272,531 1,128,256 TOTAL ASSETS 11,508,861 10,931,814 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term debt 609,131 445,560 Short term borrowings 500,000 500,000 Accounts payable, trade 1,672,146 1,577,472 Accrued promotional allowances 106,640 63,897 Accrued compensation and payroll taxes 159,158 123,322 Accrued property taxes 90,601 119,949 Other accrued expenses 61,716 149,871 Income taxes payable 0 0 TOTAL CURRENT LIABILITIES 3,199,392 2,980,071 LONG-TERM DEBT 1,204,941 778,120 DEFERRED INCOME TAXES 420,728 389,728 STOCKHOLDERS' EQUITY Common stock 14,507 14,289 Capital in excess of stated value 2,056,571 1,978,413 Retained earnings 4,612,722 4,791,193 TOTAL STOCKHOLDERS' EQUITY 6,683,800 6,783,895 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 11,508,861 10,931,814 See accompanying Notes to Financial Statements PIEMONTE FOODS, INC. CONSOLIDATED STATEMENTS OF INCOME For the three months ending September 2,1995 and August 27,1994 Three Months Three Months 1995 1994 NET SALES 6,641,955 6,568,770 Operating Expenses Cost of goods sold 5,681,005 5,182,574 Selling, general and administrative 1,301,710 1,425,072 6,982,715 6,607,646 OPERATING INCOME -340,760 -38,876 Other Expenses Interest expense 39,210 33,279 Other expense (income) -1,550 -17,238 Sale of Assets 3,757 Interest income -11,125 -9,480 30,292 6,561 Income Before Income Taxes -371,052 -45,437 Provision for Income Taxes -148,000 -18,000 Net Income -223,052 -27,437 Average Number of Shares Outstanding 1,525,160 1,546,470 Net Income Per Share -0.15 -0.02 See accompanying Notes to Financial Statements PIEMONTE FOODS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months ending September 2,1995 and August 27,1994. Three Months Three Months 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES Net income -223,052 -27,436 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 183,390 186,159 Decrease (increase) in Receivables -160,891 234,155 Inventory 123,308 -293,034 Prepaid expenses -255,988 -205,838 Other assets 54,996 15,289 Increase (decrease) in Accounts payable 293,066 441,442 Accrued liabilities -21,016 -164,280 Income tax payable 0 -26,430 Deferred income taxes 0 0 Net cash provided by operating activities -6,187 160,027 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property, plant and equipment -203,119 -519,356 Loan to joint venture -308,532 0 Purchase of marketing services -38,650 -13206 Net cash used in investing activities -550,301 -532,562 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common stock 11,659 13,358 Advances (repayments) of credit line 500,000 0 Repayment of long-term debt -152,283 -111,390 Net cash used in financing activities 359,376 -98,032 Net increase (decrease) in cash -197,112 -470,567 Cash, beginning of period 885,967 1,030,983 Cash, end of period 688,855 560,416 See accompanying Notes to Financial Statements PIEMONTE FOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 2, 1995 1. Principles of Consolidation The accompanying financial statements include the accounts of Piemonte Foods, Inc. and its wholly-owned subsidiaries, Piemonte Foods of Indiana, Inc. and Origena, Inc. The consolidated balance sheet as of September 2, 1995 and the related statements of income and cash flows for the three month period then ended are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments consisted only of normal recurring items. The financial statements and notes are presented as permitted by Form 10-Q, and do not contain certain information included in the company's annual financial statements and notes. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES Working capital at the end of the First Quarter was $2.2 million. Receivables and inventories are at the same levels as last year, with prepaid expenses slightly higher due to income tax benefits from the quarter's operations. Cash remains at an acceptable level. During the quarter $200,000 was spent on capital improvements and $300,000 was advanced to the joint venture in Holland. Both were funded through short-term debt with the intention of replacing the borrowings with longer- term debt in the future. The company is in compliance with all restrictive covenants imposed by its lender. Concerning the joint venture bakery in Holland, all site work is done, foundations poured and framework erected. The plant is expected to be in operation in early 1996. RESULTS OF OPERATIONS Quarter Ended September 2, 1995 Compared to Quarter Ended Auqust 27, 1994 Revenues for the First Quarter were $6.6 million, comparable to last year. Cost of goods sold increased from 78.9% of sales last year to 85.5% this year. The increase in costs is attributable to both commodity costs and product mix. Commodity cost increases this year over last year amounted to $180,000 for the quarter. Flour costs this summer have increased 29% and are anticipated to remain high until June, 1996. In addition packaging costs, specifically cardboard packaging, have increased 50 - 60% in the last two years. Due to competitive pressures, these cost increases were absorbed. After months of absorbing these costs, a general price increase was implemented in September, 1995 to offset most of the cost increases. It is also anticipated that cardboard costs may begin to decline in early 1996. The mix of products sold during the quarter also affected cost of goods. Last year the company was packing a product for a national customer that carried high gross margins. That product is no longer packed, the volume has been replaced, but with products producing $275,000 less margin. In an ongoing effort to reduce costs, selling, general and administrative expenses were reduced by $125,000. The overall effect of margin decreases, offset by some cost decreases, is a loss for the quarter of $223,000 compared to a loss last year of $27,000. Part II. Other Information Item 6. Exhibits and Reports on Form 8-K a) Exhibits None b) Reports on Form 8-K No reports on Form 8-K were filed by the Company during the quarter ended September 2, 1995. 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 hereunto duly authorized. PIEMONTE FOODS, INC. Date October 16, 1995 By s/John A. Lindsay John A. Lindsay Treasurer and Principal Financial Officer