10-Q 1 h10114e10vq.txt RIVIANA FOODS INC.- SEPTEMBER 28, 2003 ================================================================================ 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 September 28, 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 0-25294 -------------- RIVIANA FOODS INC. (Exact name of Registrant as specified in its charter) DELAWARE 76-0177572 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2777 ALLEN PARKWAY HOUSTON, TX 77019 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 529-3251 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 -------- --------- Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes X No -------- --------- The number of shares of Common Stock of the Registrant, par value $1.00 per share, outstanding at October 29, 2003, was 14,388,080. ================================================================================ RIVIANA FOODS INC. FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 28, 2003 INDEX

Page ---- Part I -- Financial Information Item 1 -- Financial Statements Consolidated Balance Sheets at ~~December~~September 2928, ~~2002~~2003 and June 3029, ~~2002~~2003..............................1 Consolidated Statements of Income for the Three Months ~~and Six Months~~ Ended ~~December~~September 2928, ~~2002~~2003 and ~~December~~September 3029, ~~2001~~2002................................................2 Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~December~~September 2928, ~~2002~~2003 and ~~December~~September 3029, ~~2001~~2002......................................................3 Notes to Consolidated Financial Statements......................................................4 Item 2 -- Management's Discussion and Analysis of Financial Condition and Results of Operations.............................................................................8 Item 3 -- Quantitative and Qualitative Disclosure about Market Risk.....................................14.12 Item 4 -- Controls and Procedures.......................................................................15.13 Part II -- Other Information Item 4 -- Submission of Matters to a Vote of Security Holders...........................................16.14 Item 6 -- Exhibits and Reports on Form 8-K..............................................................16.14 ~~Signature~~SIGNATURE........................................................................................................1715 Exhibit Index....................................................................................................2016

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS RIVIANA FOODS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

~~DECEMBER~~SEPTEMBER 2928, ~~2002~~2003 JUNE 3029, ~~2002~~2003 (UNAUDITED) (AUDITED) ------------------ -------------~~----~~ ~~(UNAUDITED) (AUDITED)~~ ASSETS CURRENT ASSETS: Cash .............................................................................. $ 85,~~821~~711 $ 119,~~569~~937 Cash equivalents .................................................................. 89,~~916~~261 912,~~931~~649 --------- --------- Total cash and cash equivalents ................................................. 14,972 22,586 Marketable securities ............................................................. 66234 65219 Accounts receivable, less allowance for doubtful accounts of $1,~~399~~343 and $1,~~245~~268 .... 4250,~~830~~153 3542,~~748~~900 Inventories ....................................................................... 5358,~~966~~816 4854,~~133~~800 Prepaid expenses .................................................................. 47,~~989~~671 35,~~212~~710 ---------~~--------~~ ---------~~--------~~ Total current assets ...................................................... ~~119~~131,~~588~~846 ~~108~~126,~~658~~215 PROPERTY, PLANT AND EQUIPMENT: Land .............................................................................. 3,~~631~~811 3,~~576~~813 Buildings ......................................................................... 3339,~~927~~880 3339,~~831~~921 Machinery and equipment ........................................................... ~~125~~139,~~782~~370 ~~120~~137,~~790~~916 ---------~~--------~~ ---------~~--------~~ Property, plant and equipment, gross .......................................... ~~163~~183,~~340~~061 ~~158~~181,~~197~~650 Less accumulated depreciation ..................................................... (6975,~~922~~598) (6673,~~051~~626) ---------~~--------~~ ---------~~--------~~ Property, plant and equipment, net ............................................ 93107,~~418~~463 92108,~~146~~024 INVESTMENTS IN UNCONSOLIDATED AFFILIATES ............................................ 13,531 12,~~481~~797 11GOODWILL ............................................................................ 9,~~345~~585 9,585 OTHER ASSETS ......................................................................... 1420,~~985~~807 1017,~~565~~329 ---------~~--------~~ ---------~~--------~~ Total assets .......................................................... $ ~~240~~283,~~472~~232 $ ~~222~~273,~~714~~950 =========~~========~~ =========~~========~~ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Short-term debt ................................................................... $ ~~129~~23,000 $ 22,000 Current maturities of long-term debt .............................................. ~~511~~763 $694 ~~859~~ Accounts payable .................................................................. 2228,~~389~~153 1921,~~598~~887 Accrued liabilities ............................................................... 1816,~~709~~744 18,~~204~~567 Income taxes payable .............................................................. 53,~~753~~709 43,~~582~~945 ---------~~--------~~ ---------~~--------~~ Total current liabilities ..................................................... 4772,~~491~~369 4367,~~243~~093 LONG-TERM DEBT, net of current maturities ........................................... 1,~~963~~690 1,~~537~~553 DUE TO AFFILIATES ................................................................... ~~986~~778 ~~507~~740 DEFERRED INCOME TAXES ............................................................... 914,~~085~~001 812,~~095~~512 OTHER NONCURRENT LIABILITIES ........................................................ 4,~~039~~551 34,~~814~~498 COMMITMENTS AND CONTINGENCIES MINORITY INTERESTS .................................................................. 6,~~343~~585 6,~~488~~504 STOCKHOLDERS' EQUITY: Preferred stock, $1 par, 5,000 shares authorized, none issued ..................... Common stock, $1 par, 24,000 shares authorized, 15,883 issued ..................... 15,883 15,883 Paid-in capital ................................................................... 7,~~092~~339 7,~~044~~339 Retained earnings ................................................................. ~~194~~205,~~534~~466 ~~184~~203,~~997~~308 Accumulated other comprehensive loss .............................................. (16,~~570~~927) (16,~~452~~380) Treasury stock, at cost, 1,~~614~~524 and 1,~~712~~552 shares ................................... (3028,~~374~~503) (3229,~~442~~100) ---------~~--------~~ ---------~~--------~~ Total stockholders' equity ................................................ ~~170~~183,~~565~~258 ~~159~~181,~~030~~050 ---------~~--------~~ ---------~~--------~~ Total liabilities and stockholders' equity ................................ $ ~~240~~283,~~472~~232 $ ~~222~~273,~~714~~950 =========~~========~~ =========~~========~~

The accompanying notes are an integral part of these consolidated financial statements. 1 RIVIANA FOODS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)

THREE MONTHS ENDED ~~SIX MONTHS ENDED~~ ------------------------------------- ---~~----------------------------------~~ ~~DECEMBER~~SEPTEMBER 2928, ~~2002~~2003 ~~DECEMBER~~SEPTEMBER ~~30, 2001 DECEMBER~~ 29, 2002 ~~DECEMBER 30, 2001~~ ----------------- -~~----------------~~ ----------------- -~~----------------~~ NET SALES ~~.......................................~~ $ 98104,~~229~~406 $ 9895,~~675~~214 ~~$ 193,443 $ 191,828~~ COST OF SALES ....................................... 6978,~~809~~370 6968,~~625~~395 ~~138,204 137,897~~ ----------------- -~~----------------~~ ----------------- -~~----------------~~ Gross profit .................................... 2826,~~420~~036 2926,~~050~~819 ~~55,239 53,931~~ ----------------- -~~----------------~~ ----------------- -~~----------------~~ COSTS AND EXPENSES: Advertising, selling and warehousing .............. 1312,~~281~~220 1312,~~906~~029 ~~25,310 26,908~~ Administrative and general ........................ 5,~~967~~931 56,~~441~~022 ~~11,989 10,825~~ ----------------- -~~----------------~~ ----------------- -~~----------------~~ Total costs and expenses ........................ 1918,~~248~~151 1918,~~347~~051 ~~37,299 37,733~~ ----------------- -~~----------------~~ ----------------- -~~----------------~~ Income from operations .......................... 97,~~172~~885 98,~~703~~768 ~~17,940 16,198~~ OTHER INCOME (EXPENSE): Interest income ................................... ~~380~~390 ~~237~~415 ~~795 504~~ Interest expense .................................. (~~146~~226) (~~128~~134) ~~(280) (288)~~ Equity in earnings of unconsolidated affiliates ...~~..............................~~ ~~607~~694 ~~739~~470 ~~1,077 1,203~~ Other (expense), net .............................. (~~233~~576) (~~592~~475) ~~(708) (981)~~ ----------------- -~~----------------~~ ----------------- -~~----------------~~ Total other income .............................. ~~608~~282 ~~256~~276 ~~884 438~~ ----------------- -~~----------------~~ ----------------- -~~----------------~~ Income before income taxes and minority interests ........................... 98,~~780~~167 9,~~959~~044 ~~18,824 16,636~~ INCOME TAX EXPENSE .................................. 12,~~223~~198 2,~~061~~585 ~~3,808 4,044~~ MINORITY INTERESTS IN EARNINGS OF CONSOLIDATED SUBSIDIARIES ....................... 70110 ~~(4)~~141 ~~211 82~~ ----------------- -~~----------------~~ ----------------- -~~----------------~~ NET INCOME ~~..................................~~ $ 85,~~487~~859 $ 76,~~902~~318 ~~$ 14,805 $ 12,510~~ ================= =~~================~~ ================= =~~================~~ Earnings per share: Basic ................................... ~~$ 0~~.60... $ 0.5641 $ ~~1.04 $~~ 0.8945 Diluted ................................. 0.58... 0.5640 ~~1.02~~ 0.8844 Weighted average common shares outstanding: Basic ....................................... 14,~~235~~337 14,~~050~~184 ~~14,209 14,047~~ Diluted ..................................... 14,~~583~~761 14,~~160 14,546 14,145~~420

The accompanying notes are an integral part of these consolidated financial statements. 2 RIVIANA FOODS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)

~~SIX~~THREE MONTHS ENDED ----------------------------------------------- ~~DECEMBER~~SEPTEMBER 2928, ~~2002~~2003 ~~DECEMBER~~SEPTEMBER 3029, ~~2001~~2002 ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income ................................................~~.................~~ $ 145,~~805~~859 $ 126,~~510~~318 Adjustments to reconcile net income to net cash ~~provided~~used byin operating activities: Depreciation and amortization .......................~~..................~~ 42,~~088~~357 31,~~672~~938 Deferred income taxes ...............................~~..................~~ ~~992~~1,482 1,540 Loss (~~301~~Gain) ~~Gain~~ on disposition of assets ................~~.........................~~ ~~(7)~~76 (286) Equity in earnings of unconsolidated affiliates .....~~..................~~ (~~1,077~~694) (~~1,203~~470) Change in assets and liabilities~~, excluding effects of acquisition~~: Accounts receivable, net ......................~~...................~~ (67,~~771~~466) 1(4,~~163~~744) Inventories ...................................~~...................~~ (54,~~581~~177) (36,~~849~~324) Prepaid expenses ..............................~~...................~~ (1,~~720~~975) (~~320~~1,143) Other assets ..................................~~...................~~ (43,~~441~~508) ~~566~~(5,266) Accounts payable and accrued liabilities .......~~..................~~ 23,~~920~~348 (17,~~413)~~426 Income taxes payable ..........................~~...................~~ ~~1,177~~(210) ~~227~~293 Other noncurrent liabilities ..................~~...................~~ ~~215~~67 5344 Minority interests ............................~~...................~~ ~~(87)~~110 (~~263~~158) ------------------ ------------------ Net cash ~~provided~~used byin operating activities ......~~...............~~ (4,~~513~~731) ~~10,814~~(552) ------------------ ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property, plant and equipment ................~~.................~~ (52,~~576~~270) (32,~~929~~632) Proceeds from disposals of property, plant and equipment ...~~................~~ 51201 489 Increase in due to affiliates .............................~~.................~~ ~~435~~102 ~~267~~47 ------------------ ------------------ Net cash used in investing activities .......~~..................~~ (51,~~090~~967) (32,~~614~~576) ------------------ ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Increase ~~(decrease)~~ in short-term debt ...............................~~......~~ ~~129 (4~~1,000) Additions to long-term debt ...............................~~.................~~ ~~760~~552 ~~1,088~~270 Repayments of long-term debt ..............................~~.................~~ (~~563~~292) (~~829~~126) Dividends paid ............................................~~.................~~ (42,~~679~~432) (42,~~494~~338) Sales of common stock .....................................~~.................~~ ~~1,565~~480 ~~127~~412 Collection of employee discount on stock ..................~~.................~~ 4831 45 ------------------ ------------------ Net cash used in financing activities ......~~...................~~ (~~2,740~~692) (81,~~063~~751) ------------------ ------------------ EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS ..........................................~~.................~~ (~~446~~224) (~~229~~203) ------------------ ------------------ DECREASE IN CASH AND CASH EQUIVALENTS .........................~~.................~~ (37,~~763~~614) (15,~~092~~082) CASH AND CASH EQUIVALENTS, beginning of period ................~~.................~~ 22,586 21,500 ~~14,990~~ ------------------ ------------------ CASH AND CASH EQUIVALENTS, end of period ......................~~.................~~ $ 1714,~~737~~972 $ 1316,~~898~~418 ================== ================== CASH PAID DURING THE PERIOD FOR: Interest ..................................................~~.................~~ $ ~~280~~241 $ ~~248~~123 Income taxes ..............................................~~.................~~ 21,~~175~~443 ~~4,393~~819

The accompanying notes are an integral part of these consolidated financial statements. 3 RIVIANA FOODS INC. AND NONSUBSIDIARIES Notes to Consolidated Financial Statements (In Thousands, Except Per Share Amounts) (Unaudited) 1. Basis for Preparation of the Consolidated Financial Statements The consolidated financial statements have been prepared by Riviana Foods Inc. and subsidiaries ("the Company"), without audit, with the exception of the June 29, 2003, consolidated balance sheet. The financial statements include consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows. Certain amounts in the prior year have been reclassified to conform to the current year presentation. In the opinion of management, all adjustments, which consist of normal recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made. The financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the fiscal year ended June 29, 2003. The Company's fiscal year is based on the 52/53-week period ending on the Sunday closest to June 30th of each year. Both fiscal 2003 and 2004 are 52-week periods. Both three-month periods ended September 28, 2003 and September 29, 2002 covered 13 weeks of operation. 2. Earnings per Share and Stock-Based Compensation Basic and diluted earnings per share are computed by dividing net income by the respective number of weighted average common shares outstanding. The reconciliation of weighted average common shares outstanding used in computing basic and diluted earnings per share is as follows:

Three Months Ended ~~Six Months Ended~~ ------------------~~--------------------~~ ~~--------------------------------------~~September ~~December 29~~28, ~~2002~~2003 ~~December~~September ~~30, 2001 December~~ 29, 2002 ~~December 30, 2001~~ ----------------- -~~----------------~~ ----------------- -~~----------------~~ Basic 14,~~235~~337 14,~~050~~184 ~~14,209~~Effect ~~14,047~~of ~~Stock~~dilutive stock options ~~348~~424 ~~110~~236 ~~337 98~~ ------~~-----------~~ ------~~-----------~~ ~~----------------- -----------------~~ Diluted 14,~~583~~761 14,~~160~~420 ~~14,546 14,145~~ ======~~===========~~ ======~~===========~~ ~~================= =================~~ Anti-dilutive stock ~~option~~stock ~~shares~~options excluded in the above calculation 0114 ~~437~~210 ~~157 614~~ ======~~===========~~ ======~~=========== ================= =================~~

4 The Company has elected to follow the intrinsic value method in accounting for its employee stock options in accordance with APB 25, "Accounting for Stock Issued to Employees". Accordingly, because the exercise price of the Company's employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. Had expense been determined based on the Black-Scholes option pricing model at the grant date for awards in 2004 and 2003 consistent with the provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," the Company's net income and earnings per share would have been as follows:

~~December~~Three 29Months Ended ------------------ September 28, ~~2002~~2003 ~~June~~September 3029, 2002 ------------------ ------------------ ~~Raw~~Net ~~materials~~income: As reported $11 5,~~780~~859 $86,~~301~~318 ~~Work~~Pro-forma instock-based ~~process~~compensation ~~68 75 Finished goods 34~~expense,~~479~~ ~~33,600~~net ~~Packaging~~of ~~supplies~~tax ~~7,639~~(304) ~~6,157~~(254) -------~~----------~~ -------~~------~~ ~~Total~~Pro forma net income $53 5,~~966~~555 $48 6,~~133~~064 =======~~==========~~ =======~~======~~ Earnings per share -- basic As reported $ 0.41 $ 0.45 Pro forma 0.39 0.43 Earnings per share -- diluted As reported $ 0.40 $ 0.44 Pro forma 0.38 0.42

3. Inventories Inventories were composed of the following:

~~Three~~September ~~Months Ended Six Months Ended -------------------------------------- -------------------------------------- December 29~~28, ~~2002~~2003 ~~December~~June ~~30, 2001 December~~ 29, ~~2002~~2003 ~~December 30, 2001~~ ----------------- -~~----------------~~ -------------~~----~~ ~~-----------------~~Raw ~~Net~~materials ~~income~~ $813,~~487~~382 $~~7,902~~ ~~$14~~9,~~805~~098 ~~$12,510~~Work ~~Other~~in ~~comprehensive~~process ~~income:~~98 ~~Unrealized~~64 ~~gains~~Finished ongoods ~~marketable~~37,584 ~~securities~~37,933 ~~net~~Packaging ofsupplies ~~tax:~~7,752 ~~Unrealized~~7,705 ~~gains 1 1 Unrealized (losses) on derivative financial instruments (182) (214) Foreign currency translation adjustment (71) (570) (119) (626)~~ -------~~----------~~ -------~~----------~~ ~~----------------- -----------------~~ Total ~~comprehensive income~~ $858,~~416~~816 $754,~~150~~800 ~~$14,687 $11,671~~ =======~~==========~~ =======~~========== ================= =================~~

5 4. Comprehensive Income The components of comprehensive income were as follows:

Three Months Ended ~~Six Months Ended~~ ------------------~~--------------------~~ ~~--------------------------------------~~September ~~December 29~~28, ~~2002~~2003 ~~December~~September ~~30, 2001 December~~ 29, 2002 ~~December 30, 2001~~ ----------------- -~~----------------~~ ----------------- -~~----------------~~ ~~Net~~Other ~~sales~~comprehensive income: ~~Domestic~~ $~~61,178~~ ~~$64~~5,~~810~~859 $~~121,401~~ ~~$125~~6,~~336~~318 ~~Europe~~Unrealized ~~14,016~~gains ~~12,195~~on ~~27,288~~marketable 24securities,~~407~~ ~~Central~~net ~~America~~of ~~23,035~~tax: ~~21,670~~Unrealized ~~44,754~~gains ~~42,085~~10 ~~-----------------~~1 ~~-----------------~~Foreign currency translation adjustment (557) (48) ------------------ ----------------- Total ~~consolidated~~comprehensive ~~$98,229~~income $~~98,675~~ ~~$193~~5,~~443~~312 $~~191~~ 6,~~828~~271 ================= =~~================~~ ================= ~~=================~~

5. Segment Information

Three Months Ended ~~Six Months Ended~~ -------------------~~-------------------~~ ~~--------------------------------------~~September ~~December 29~~28, ~~2002~~2003 ~~December~~September ~~30, 2001 December~~ 29, 2002 ~~December 30, 2001~~ ----------------- -~~----------------~~ ----------------- -~~----------------~~ ~~Income~~Net sales: ~~Operating income~~ Domestic $~~8,888~~ $866,~~960~~711 $~~18,335~~ ~~$15~~60,~~516~~223 Europe ~~304~~14,439 ~~330~~13,272 ~~537 638~~ Central America ~~2,764 3,037 4,878 5,234 ----------------- ----------------- ----------------- ----------------- Total operating income 11,956 12,327~~ 23,~~750~~256 21,~~388~~719 ~~General corporate expenses (2,784) (2,624) (5,810) (5,190)~~ ----------------- ----------------- -~~----------------~~ ~~-----------------~~Total ~~Income~~consolidated from operations 9,172 9,703 17,940 16,198 Interest expense (146) (128) (280) (288) Equity in earnings of unconsolidated affiliates 607 739 1,077 1,203 Other income, net 147 (355) 87 (477) ----------------- ----------------- ----------------- ----------------- Income before income taxes and minority interests $~~9,780~~ $9104,~~959~~406 $~~18,824~~ ~~$16~~95,~~636~~214 ================= ================= =~~================ =================~~

~~Nominee~~Three ~~Votes~~Months ~~For~~Ended ~~Votes~~------------------ ~~Withheld~~September 28, 2003 September 29, 2002 ------- ----------- ------------------ ~~Frank~~Income: A.Operating ~~Godchaux~~income ~~III~~Domestic 12$ 7,~~766,811~~620 ~~242~~$ 9,~~280~~447 ~~Charler~~Europe R.549 ~~Godchaux~~233 12Central America 2,~~766,611~~421 ~~242~~2,~~480~~114 ~~Frank~~------------------ K.------------------ ~~Godchaux~~Total 12operating income 10,~~856,117~~590 ~~152~~11,~~974~~794 ~~Joseph~~General A.corporate ~~Hafner,~~expense ~~Jr. 12~~(2,~~243,752~~705) ~~765~~(3,~~339~~026) W.------------------ ~~David~~------------------ ~~Hanks~~Income 12from operations 7,~~243,552~~885 ~~765~~8,~~539~~768 E.Interest ~~Wayne~~expense ~~Ray,~~(226) Jr(134) ~~12,243,502~~Equity ~~765,589~~in W.earnings ~~Elton~~of ~~Kennedy~~unconsolidated ~~12,768,211~~affiliates ~~240,880~~694 E.470 ~~James~~Other ~~Lowrey~~income 12(expense),~~864,217~~ ~~144,874~~net ~~Theresa~~(186) G.(60) ~~Payne~~------------------ ~~12,868,517~~------------------ ~~140,574~~Income ~~Patrick~~before W.income ~~Rose~~taxes ~~12,867,017~~and ~~142,074~~minority ~~Thomas~~interests B.$ ~~Walker~~8,167 ~~Jr.~~$ 129,~~865,117~~044 ~~143,974~~================== ==================

6 6. Trademark License Agreement In August 2003, the Company's joint venture partner, Ebro Puleva, S.A. (Ebro) finalized an agreement to acquire the trademarks Reis Fit(R) and Ris-Fix(R) in certain European countries. The Company's unconsolidated affiliate, Boost Nutrition C.V. (Boost), which began using the trademarks for rice products in April 2003, anticipates it will enter into a trademark license agreement and put option contract expiring in 2018 with Ebro. The agreement would commit Boost to pay Ebro (euro)1,400 ($1,600) annually, adjusted for local inflation, until 2018 for the right to use the two trademarks. At any time prior to 2018, Ebro would have the right to require Boost to purchase the trademarks for an amount equal to the gross remaining payments on the license agreement, adjusted for local inflation. 4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the Company's consolidated financial statements and the related notes. GENERAL The Company operates on a 52/53-week fiscal year ending on the Sunday closest to June 30th. This period is utilized because it closely coincides with the rice crop year in the southern United States and rice is the largest component of the Company's business. Both three-month periods ended September 28, 2003 and September 29, 2002 covered 13 weeks of operations. The Company operates in various foreign countries and is therefore subject to currency fluctuations. Changes in the value of the United States dollar against these currencies will affect the Company's results of operations and financial position. When the United States dollar strengthens compared to other local currencies, the operating results of the Company's foreign units translate into fewer United States dollars, thus decreasing the revenues and expenses of the Company on a consolidated basis. If the United States dollar weakens against the other relevant currencies, the opposite occurs. The Company's foreign units attempt to minimize the effects of currency risk by borrowing externally in the local currency and by hedging their purchases made in foreign currencies when that option is available. As a matter of policy, the Company does not engage in currency speculation. Changes in exchange rates historically have not materially impacted the Company's net sales, costs or business practices and management expects this to continue. Inflationary conditions in the United States and Europe have been moderate and have not had a material impact on the Company's results of operations or financial position. Despite higher inflationary rates in Central America, inflation has not had a material impact on the results of operations or financial position of the Company's units located in that region because the Company has generally been able to pass on cost increases to its customers. The Company includes in domestic operations all export sales originating from the United States and sales in Puerto Rico. CRITICAL ACCOUNTING POLICIES The following accounting policies are integral to understanding the financial statements contained herein reporting the operating results and financial position of the Company for the three months ended September 28, 2003 with comparative results for the previous year. ACCOUNTING ESTIMATES AND ASSUMPTIONS Certain estimates and assumptions are used in preparing the financial statements presented herein and affect the reported amounts and disclosures. Estimates are used when accounting for certain consumer and trade promotions, depreciation and amortization, employee benefits contingencies and asset valuation allowances. For example, in determining the expense related to consumer coupons, the Company estimates the percentage of coupons that will be redeemed based on historical results for similar items. The Company is also subject to risks and uncertainties that could cause actual results to be different from estimated results such as changes in market conditions, competition, foreign exchange rates, legislation, accounting rules and litigation. Actual results could differ from those estimates. Those items are discussed in more detail in the section entitled "Forward-Looking Information and Factors that May Affect Future Results." REVENUE RECOGNITION Sales are recognized at the time the risk of ownership passes to the customer. Generally this occurs when products are shipped to trade customers. On sales where the risk of ownership transfers upon delivery to the customer, sales are recorded when delivery occurs. 8 SALES INCENTIVES Certain sales incentives such as coupons, rebates and free products which are offered to either the retail trade or the consumer are recorded as a reduction in sales revenue in accordance with recent accounting pronouncements at the later of either the date the related revenue is recorded or the date at which the sales incentive is offered. CASH DISCOUNTS An estimate of cash discounts offered to customers for early payment of sales invoices is recorded in the same period the related sales are recorded. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS In the normal course of business the Company extends credit to its customers. The Company regularly reviews these accounts and makes a provision for amounts that may become uncollectible. The Company regularly evaluates accounts receivable and the allowance for doubtful accounts based on historical loss experience, specific problem accounts and general economic conditions in its geographic markets, and adjustments to the allowance are charged or credited to income. Although the Company believes the allowance is adequate to provide for potential uncollectible accounts, there is a possibility that actual losses will differ from the amount estimated. CONTINGENCIES The Company is subject to certain contingencies including but not limited to legal issues, and claims covering product liability, environmental, tax and employment matters. The Company records accruals for such contingencies based on its assessment of the probability of occurrence and an estimate of the potential liability. In arriving at the liability to be recorded, it considers past history, where applicable, and the available facts surrounding each issue. Reserves are provided if the Company thinks it likely that a taxing authority may take a sustainable position on a matter contrary to the position taken by the Company or one of its subsidiaries. FORWARD-LOOKING INFORMATION AND FACTORS THAT MAY AFFECT FUTURE RESULTS The Securities and Exchange Commission encourages the disclosure of forward-looking information in order for investors to better understand the Company and enable more informed investment decisions. From time-to-time the Company does make oral and written statements that contain forward-looking statements. The Company tries to identify such statements with the use of words such as "estimate", "expect", "project", "intend", "plan", "believe", and other similar terms. Factors that could cause actual results to differ materially are the following: o Changes in business, political and worldwide economic conditions o Competitive market activity o Change in product mix sold o Trade buying patterns o Litigation o Interest rate and foreign currency exchange rate fluctuations o Governmental laws and regulations including tax laws o Change in generally accepted accounting policies o Acts of God affecting manufacturing and distribution channels o Acquisitions, divestitures and restructurings The Company cannot guarantee that any forward-looking statement will be realized, but makes every effort to be prudent in its plans and assumptions. Should known or unknown risks materialize, or should underlying assumptions be inaccurate, actual results may vary materially from those estimated or projected. 9 The Company does not undertake to publicly update forward-looking statements as a result of new information, future events or otherwise. This discussion of factors that could affect future results is not meant to be complete but instead is designed to highlight important factors that may impact the Company's future results. RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 28, 2003 AND SEPTEMBER 29, 2002 For the three months ended September 28, 2003 sales increased $9.2 million or 9.7% to $104.4 million from $95.2 million for the previous fiscal year. Higher unit volumes increased sales by $4.7 million while the combined effect of price and sales mix increased sales by $5.2 million. Unfavorable currency translation decreased sales $0.7 million. In the domestic rice business sales of $65.7 million increased $6.4 million or 10.7% from the prior year sales of $59.3 million. Unit volumes increased 11.3% and added $2.9 million to sales. A combination of higher prices and sales mix increased sales by $3.5 million. Total retail unit volumes decreased by 1.6% and non-retail unit volumes, excluding by-products, increased by 33.9%. In the non-retail sector, foodservice, industrial specialty and export/commodity volumes increased 6.0%, 34.3% and 58.2%, respectively. The volume increases reported by the industrial specialty and export/commodity sectors were favorably impacted by the acquisition of the ACH Food Companies, Inc. rice specialties business in February 2003. Sales by the Company's energy co-generation joint venture increased $0.1 million or 14.3% to $1.0 million. This increase was directly related to the increase in natural gas prices. Sales in Central America increased $1.5 million or 7.1% to $23.3 million compared to $21.8 million in the prior year. Unit volume sales of fruit nectar and juice products increased by 9.1%. Unit volume sales of cookie and cracker products increased 4.2%. In total, the increase in volumes added $1.8 million to sales. Price increases increased sales by $1.1 million and unfavorable currency translation reduced sales by $1.4 million. In Europe, sales increased $1.2 million or 8.8% to $14.4 million from $13.2 million in the prior year. Higher unit volumes increased sales by $0.1 million. A combination of price and product mix added $0.4 million to sales and favorable currency translation increased sales by $0.7 million. Gross profit decreased $0.8 million or 2.9% to $26.0 million from $26.8 million a year earlier and decreased as a percentage of sales to 24.9% from 28.2%. In the domestic rice business, gross profit decreased $1.7 million or 9.2% to $17.1 million from $18.8 million in the same period in the prior year and decreased as a percentage of sales to 25.9% from 31.6%. Gross profit declined primarily as a result of significantly higher rice costs and sales mix reflecting lower sales in the value-added categories of quick cooking rice and prepared rice mixes. While substantial volume gains were recorded in the industrial specialty and export/commodity sectors, higher rice costs reduced the gross profit and the export/commodity volumes return a lower gross profit. The domestic energy co-generation operations reported gross profit of $0.1 million which was even with the prior year. Gross profit in Central America increased $0.5 million to $7.1 million and increased slightly as a percentage of sales to 30.7% from 30.2% in the prior year. The increase in gross profit was related to the increase in sales. In Europe gross profit increased by $0.4 million or 26.3% to $1.7 million, and increased as a percentage of sales to 12.1% from 10.4% in the previous year. The increase in gross profit was due to the increase in sales. Advertising, selling and warehousing expenses increased $0.2 million to $12.2 million. The increase in this expense was all recorded in Central America and these expenses for domestic rice operations and Europe were even with the prior year. The increase in Central America was related to efforts to increase market penetration throughout the Central American region. Administrative and general expenses of $5.9 million decreased by $0.1 million from the prior year and decreased as a percentage of sales to 5.7% from 6.3% last year. Administrative and general expenses increased in the domestic rice business and Central America by $0.1 million and $0.1 million, respectively and were even with the prior year in Europe. General corporate overhead expenses, decreased by $0.3 million due mainly to reduced compensation expense. 10 Operating income decreased $0.9 million, or 10.0%, to $7.9 million from $8.8 million in the prior year. As a percentage of sales, operating income decreased to 7.6% from 9.2% in the same period last year. Operating income in the domestic rice business decreased by $1.8 million, or 19.7%, to $7.5 million as a direct result of the reduction in gross profit. In Central America, operating income increased $0.3 million or 14.5% to $2.4 million due to higher gross profit as discussed, previously offset partially by increased advertising, selling and warehousing expenses and higher administrative expenses. Operating income in Europe increased $0.3 million to $0.5 million and was also directly related to the increase in gross profit. Other income of $0.3 million was even with last year. In the current period the Company recorded net interest income of $0.2 million which was $0.1 million lower than the prior year. Equity in the earnings of unconsolidated affiliates of $0.7 million increased by $0.2 million from the previous year. This increase was primarily due to higher earnings from the Company's joint venture operations in Belgium and Germany as a result of the acquisition of the Reis-Fit(R) and Ris-Fix(R) brands in August 2003. Other miscellaneous expenses increased by $0.1 million to $0.6 million primarily due to lower commercial drying income in the domestic rice business. Income tax expense of $2.2 million decreased $0.4 million from the same period in the prior year. The effective rate decreased to 26.9% from 28.6% in the same period last year. The effective tax rate is less than the U.S. statutory rate primarily as a result of foreign earnings which are subject to tax rates that are lower than the U.S. statutory rate and the utilization of energy tax credits related to the Company's co-generation joint venture. Net income for the three months ended September 28, 2003 decreased 7.2% to $5.9 million from $6.3 million in the prior fiscal year. Diluted earnings per share were $0.40, down from $0.44 in the prior year. LIQUIDITY AND CAPITAL RESOURCES The financial condition of the Company remained strong during the three months ended September 28, 2003. The Company requires liquidity and capital primarily to provide the working capital and plant and equipment to support its operations and growth. The Company's primary sources of liquidity are cash provided by operating activities and external borrowing. The Company's total of cash, cash equivalents and marketable securities at September 28, 2003 totaled $15.2 million and total short-term and long-term debt was $25.5 million. The ratio of debt to total capitalization (total debt plus stockholders' equity) increased to 12.2% at September 28, 2003 from 11.8% at June 29, 2003, the end of the previous fiscal year. The increase in debt was related to normal seasonal working capital requirements. The current ratio decreased to 1.8 at the end of the quarter compared to 1.9 at the end of the previous year. For the quarter ended September 28, 2003 cash of $4.7 million was used by operating activities. In the prior year cash of $0.6 million was used by operating activities. Net income declined by $0.5 million and non-cash charges for depreciation and amortization increased $0.4 million as compared to results for the prior year. Equity in the earnings of unconsolidated affiliates increased by $0.2 million. Cash was used to increase working capital by $10.5 million while in the prior year $4.5 million was used to increase working capital. Other assets increased by $3.5 million in the current year as compared to an increase of $5.3 million in the prior year. Cash used in investing activities totaled $2.0 million. Purchases of property, plant and equipment accounted for $2.3 million, which was $0.3 million less than last year. Cash inflows related to amounts due from affiliates was $0.1 million more than the prior year. Proceeds from the sale of property plant and equipment were $0.2 million more than in the prior year. Cash used by financing activities totaled $0.7 million for the current quarter, while in the prior year $1.8 million was used in financing activities. In the current period, the Company increased debt by $1.3 11 million while in the prior year debt increased $0.1 million. Dividend payments during the current period were $2.4 million, up $0.1 million from $2.3 million paid last year. The board of directors of the Company has authorized the open-market repurchase, from time to time, of up to 3.0 million shares of the Company's common stock. The repurchased stock will be used for general corporate purposes including issuance of stock under employee stock option plans. During the quarter ended September 28, 2003 the Company did not repurchase any shares. As of September 28, 2003, the Company has repurchased a total of 2.0 million shares and 0.5 million shares have been reissued upon exercise of employee stock options. The Company's financial position remains strong and the Company believes that the combination of its working capital, unused and available short-term credit facilities and cash flow from operations will provide the capital resources and liquidity to meet its needs. The Company believes that the combination of its working capital, unused and available short-term credit lines and cash flow from operations will provide it with sufficient capital resources and liquidity to meet its foreseeable needs. CONTRACTUAL OBLIGATIONS As of September 28, 2003, there have been no material changes in the Company's contractual obligations as described in Management's Discussion and Analysis contained in the Company's Annual Report Form 10-K for the fiscal year ended June 29, 2003. OFF BALANCE SHEET ARRANGEMENTS As of September 28, 2003, the Company co-guaranteed two loans made to Herto N.V. by foreign banks. A loan made in 2002 contains terms which provide for a maximum credit available to Herto N.V. of (euro)7.5 million ($8.6 million) reducing over the term with a final maturity in 2008. The Company has provided the bank with an unconditional guarantee for an amount not to exceed 50% of the maximum credit facility of (euro)7.5 million. The Company has an indemnity agreement from one of the other three shareholders of Herto N.V. that provides the Company would be reimbursed for 33-1/3% of any payment it was required to make under the terms of the guarantee. This guarantee was made prior to December 30, 2002, the effective date of Financial Accounting Standards Board Interpretation ("FIN") No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." Accordingly, no liability has been recorded by the Company. A second loan made in May 2003 contains terms which provide for a maximum credit available to Herto N.V. of (euro)3.0 million ($3.4 million) with repayment beginning in 2005 and a final maturity in 2007. The Company has provided the bank with an unconditional guarantee for an amount not to exceed (euro)1.0 million ($1.1 million). The Company has calculated the fair value of the guarantee and determined it to be immaterial. Also, the Company and Kennedy Rice Dryers, Inc., a corporation of which Mr. Elton Kennedy, a director of the Company, is the principal stockholder and a director and officer, each owns a 50% interest in South LaFourche Farm Partnership. The Company and Mr. Kennedy are each contingently liable on a $1.9 million promissory note payable by the Partnership. This guarantee was made prior to December 30, 2002, the effective date of FIN No. 45. Accordingly, no liability has been recorded by the Company. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK As of September 28, 2003 there have been no material changes in the Company's market risk exposure as described in Management's Discussion and Analysis contained in the Company's Annual Report on Form 10-K for the fiscal year ended June 29, 2003. FOREIGN EXCHANGE RISK 12 A material amount of the Company's total sales and earnings are exposed to changes in foreign exchange rates. The Company seeks to manage this risk in part through operational means, including managing local currency revenues in relation to local currency costs and local currency assets in relation to local currency liabilities. The Company does not engage in any type of forward foreign currency speculation to hedge its investment in foreign subsidiaries and affiliates. Forward foreign currency contracts are utilized by our European operations to cover specific inventory purchases that are denominated in a foreign currency. See discussion in "Quantitative and Qualitative Disclosure About Market Risk" above. INTEREST RATE RISK The Company's U.S. dollar interest-bearing investments and loans are subject to interest rate risk. The Company invests and borrows primarily on a short-term or variable-rate basis and does not employ any techniques to hedge this risk. At September 28, 2003, the Company had outstanding $23.0 million in short term debt borrowed for 90 days at a 2.3% rate of interest. The Company expects to be able to renew this debt at the end of the 90 day term. However, upon renewal of the debt, the Company is subject to changes in interest rates. An increase in the interest rate of 1/2 of 1% would increase annual interest expense by $0.1 million before taxes. The Company's foreign subsidiaries and affiliates invest and borrow in their functional currency on both a short-term and long-term basis and are subject to interest rate risk on these assets and liabilities. The Company does not employ any techniques to hedge this risk. LEGAL MATTERS Various actions and claims, which arose in the ordinary course of business, are pending against the Company. In the opinion of management, the ultimate liability, if any, which may result from these actions and claims will not materially affect the financial position or future results of operations of the Company. ITEM 4. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures For the quarter ended September 28, 2003, the Company, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon this evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in ensuring that material information relating to the Company, including its consolidated subsidiaries, is made known to them by others within those entities, during the period in which this quarterly report was being prepared. (b) Changes in internal controls There was no change in the Company's internal control over financial reporting that occurred during the quarter ended September 28, 2003 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 13 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company's annual meeting of stockholders was held on October 15, 2003. The matters voted on were as follows: (a) Proposal for the election of twelve directors for one year terms:

~~No.~~Nominee ~~Description~~Votes --For Votes Withheld ------- --------- --------------~~---------~~ 10Frank A.20 ~~Amendment~~Godchaux toIII ~~the~~11,905,738 ~~1997~~1,581,062 ~~Stock~~Charles ~~Option~~R. ~~Plan~~Godchaux ~~dated~~11,905,738 ~~October 16~~1,581,062 ~~2002~~Joseph 15A. ~~Letters~~Hafner, ~~from~~Jr. ~~KPMG LLP dated January 24~~11,841,101 ~~2003~~1,645,699 ~~regarding~~W. ~~unaudited~~David ~~financial~~Hanks ~~statements~~11,839,451 ~~99.~~1,647,349 ~~Certification~~E. ofWayne ~~the~~Ray, ~~Chief~~Jr. ~~Executive~~11,823,851 ~~Officer~~1,662,949 ~~pursuant~~Charles toH. 18Cotros ~~U.S.C.~~13,334,897 ~~Section 1350~~151,903 asFrank ~~adopted~~K. ~~pursuant~~Godchaux to13,335,147 ~~Section~~151,653 ~~906~~W. ofElton ~~the~~Kennedy ~~Sarbanes-Oxley~~11,905,688 ~~Act~~1,581,112 ~~of 2002 99~~E.2 ~~Certification~~James ofLowrey ~~the~~13,296,397 ~~Chief~~190,403 ~~Financial~~Theresa ~~Officer~~G. ~~pursuant~~Payne ~~to 18 U.S.C.~~13,334,797 ~~Section 1350~~152,003 asPatrick ~~adopted~~W. ~~pursuant~~Rose to13,297,047 ~~Section~~189,753 ~~906~~Thomas ofB. ~~the~~Walker, ~~Sarbanes-Oxley~~Jr. ~~Act~~13,295,897 ~~of 2002~~190,903

(b) Proposal to approve and ratify the appointment of KPMG LLP as the Company's independent public accountants for the fiscal year ending June 27, 2004: ~~Votes for 13,440,404 Votes against 43,450 Abstain 2,946~~

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. 15 Letters from KPMG LLP dated October 13, 2003 and November 4, 2003, regarding unaudited financial statements. 31.1 Section 302 Certification of Principle Executive Officer 31.2 Section 302 Certification of Principle Financial Officer 32.1 Section 906 Certification of Principle Executive Officer 32.2 Section 906 Certification of Principle Financial Officer 14 (b) Reports on Form 8-K. Current Report on Form 8-K dated August 21, 2003, reporting that the Registrant had issued a press release announcing operating results for the fourth quarter ended June 29, 2003, a copy of which was filed as Exhibit 99.1 in that Form 8-K. Current Report on Form 8-K dated October 14, 2003, reporting that the Registrant had issued a press release announcing operating results for the first quarter ended September 28, 2003, a copy of which was filed as Exhibit 99.1 in that Form 8-K. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RIVIANA FOODS INC. (Registrant) November 5, 2003 /s/ Joseph A. Hafner, Jr. --------------------------- Joseph A. Hafner, Jr. Chief Executive Officer, President and Director (Principal Executive Officer) November 5, 2003 /s/ E. Wayne Ray, Jr. ----------------------- E. Wayne Ray, Jr. Vice President, Chief Financial Officer, Treasurer and Director (Principal Financial and Accounting Officer) 15 EXHIBIT INDEX No. Description --- ----------- 15 Letters from KPMG LLP dated October 13, 2003 and November 4, 2003, regarding unaudited financial statements 31.1 Section 302 Certification of Principle Executive Officer 31.2 Section 302 Certification of Principle Financial Officer 32.1 Section 906 Certification of Principle Executive Officer 32.2 Section 906 Certification of Principle Financial Officer 16

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