UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
-------------------------------------------------
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: 0-15638
--------------------------------------------------------
MICHAEL FOODS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-0498850
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Suite 324, Park National Bank Building
5353 Wayzata Boulevard
Minneapolis, MN 55416
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(612) 546-1500
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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. [ X ]Yes [ ]No
The number of shares outstanding of the registrant's Common Stock, $.01
par value, as of May 4, 1998 was 21,934,906 shares.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
MICHAEL FOODS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
==============================================================================================
March 31, December 31,
ASSETS 1998 1997
- ------ ------------ ------------
CURRENT ASSETS
<S> <C> <C>
Cash and equivalents $ 4,891,000 $ 4,038,000
Accounts receivable, less allowances 80,387,000 83,495,000
Inventories 70,182,000 68,929,000
Prepaid expenses and other 2,208,000 1,676,000
------------ ------------
Total current assets 157,668,000 158,138,000
PROPERTY, PLANT AND EQUIPMENT-AT COST
Land 4,336,000 4,336,000
Buildings and improvements 100,881,000 99,023,000
Machinery and equipment 291,498,000 274,980,000
------------ ------------
396,715,000 378,339,000
Less accumulated depreciation 168,200,000 160,800,000
------------ ------------
228,515,000 217,539,000
OTHER ASSETS
Goodwill, net 122,754,000 123,711,000
Other 3,901,000 4,267,000
------------ ------------
126,655,000 127,978,000
------------ ------------
$512,838,000 $503,655,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 8,517,000 $ 8,509,000
Accounts payable 45,203,000 46,910,000
Accrued compensation 7,294,000 10,064,000
Accrued insurance 5,966,000 4,782,000
Discounts and allowances 16,684,000 15,217,000
Other accrued expenses 21,419,000 17,868,000
------------ ------------
Total current liabilities 105,083,000 103,350,000
LONG-TERM DEBT, less current maturities 137,416,000 137,519,000
DEFERRED INCOME TAXES 32,552,000 33,540,000
CONTINGENCIES -- --
SHAREHOLDERS' EQUITY
Common stock, $.01 par value, 40,000,000 shares authorized,
shares issued 21,889,571 at March 31, 1998 and 21,816,098 at
December 31, 1997 219,000 218,000
Additional paid-in capital 141,566,000 140,188,000
Retained earnings 96,002,000 88,840,000
------------ ------------
237,787,000 229,246,000
------------ ------------
$512,838,000 $503,655,000
============ ============
</TABLE>
================================================================================
See accompanying notes to condensed consolidated financial statements.
<PAGE>
MICHAEL FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
Three Months Ended March 31, (Unaudited)
<TABLE>
<CAPTION>
==========================================================================
1998 1997
------------ ------------
<S> <C> <C>
Net sales $245,589,000 $195,418,000
Cost of sales 205,433,000 171,689,000
------------ ------------
Gross profit 40,156,000 23,729,000
Selling, general and administrative expenses 23,144,000 14,669,000
------------ ------------
Operating profit 17,012,000 9,060,000
Interest expense, net 2,764,000 2,278,000
------------ ------------
Earnings before income tax expense 14,248,000 6,782,000
Income tax expense 5,990,000 2,820,000
------------ ------------
NET EARNINGS $ 8,258,000 $ 3,962,000
============ ============
Earnings per share
Basic $ 0.38 $ 0.20
Diluted $ 0.37 $ 0.20
============ ============
Weighted average common shares outstanding
Basic 21,846,000 20,091,000
Diluted 22,208,000 20,233,000
============ ============
</TABLE>
==========================================================================
See accompanying notes to condensed consolidated financial statements.
<PAGE>
MICHAEL FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, (Unaudited)
<TABLE>
<CAPTION>
================================================================================================
1998 1997
------------- -------------
<S> <C> <C>
Net cash provided by operating activities $ 20,425,000 $ 8,487,000
Cash flows from investing activities:
Capital expenditures (19,514,000) (6,629,000)
Business acquisitions, net of cash acquired, and other assets 366,000 (43,322,000)
------------- -------------
Net cash used in investing activities (19,148,000) (49,951,000)
Cash flows from financing activities:
Payments on notes payable and long-term debt (795,000) (118,434,000)
Proceeds from notes payable and long-term debt 700,000 166,706,000
Proceeds from issuance of common stock 766,000 1,707,000
Dividends (1,095,000) (973,000)
------------- -------------
Net cash provided by (used in) financing activities (424,000) 49,006,000
------------- -------------
Net increase in cash and equivalents 853,000 7,542,000
Cash and equivalents at beginning of year 4,038,000 2,585,000
------------- -------------
Cash and equivalents at end of period $ 4,891,000 $ 10,127,000
============= =============
NON-CASH INVESTING AND FINANCING TRANSACTIONS
Acquisition:
Cash paid, net of cash acquired $ 42,720,000
Stock issued 38,859,000
Fair value of assets acquired (82,405,000)
Liabilities assumed 73,874,000
-------------
Purchase price in excess of net assets acquired $ 73,048,000
=============
</TABLE>
In connection with the merger in 1997 with North Star Universal, Inc., Michael
Foods, Inc. (the "Company") assumed $21,250,000 of net indebtedness and
effectively repurchased 1,783,036 shares of its common stock (see Note D)
================================================================================
See accompanying notes to condensed consolidated financial statements.
<PAGE>
MICHAEL FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with Regulation S-X pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although management believes that the
disclosures are adequate to make the information presented not misleading.
The Company utilizes a fiscal year consisting of either 52 or 53 weeks, ending
on the Saturday nearest to December 31 each year. The quarters ended March 31,
1998 and March 31, 1997 each included thirteen weeks of operations. For clarity
of presentation, the Company has described all periods presented as if the
quarter ended on March 31.
In the opinion of management, the unaudited condensed consolidated financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of March 31,
1998 and the results of operations and cash flows for the three month periods
ended March 31, 1998 and 1997. The results of operations for the three months
ended March 31, 1998 are not necessarily indicative of the results for the full
year.
The Company's basic net earnings per share is computed by dividing net earnings
by the weighted average number of outstanding common shares. The Company's
diluted net earnings per share is computed by dividing net earnings by the
weighted average number of outstanding common shares and common share
equivalents relating to stock options, when dilutive. Options to purchase
479,657 shares of common stock with a weighted average exercise price of $13.37
were outstanding during the period ended March 31, 1997, but were excluded from
the computation of common share equivalents because they were anti-dilutive.
During the period ended March 31, 1998 there were no anti-dilutive stock options
outstanding.
NOTE B - NEW ACCOUNTING PRONOUNCEMENTS
On January 1, 1998, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 130, "Reporting Comprehensive Income." Comprehensive income
includes certain changes in equity that were excluded from net earnings. The
adoption of this statement did not impact the Company's consolidated financial
statements; historically there have been no differences between net earnings and
comprehensive income.
The Financial Accounting Standards Board ("FASB") has issued SFAS No. 131
"Disclosures about Segments of an Enterprise and Related Information." This
statement requires companies to disclose financial and other information about
its business segments as part of their consolidated financial statements. The
Company will include the required business segment disclosures in its 1998
annual report.
<PAGE>
MICHAEL FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
================================================================================
(Unaudited)
NOTE C - INVENTORIES
Inventories other than flocks are stated at the lower of cost (determined on a
first-in, first-out basis) or market. Flock inventory represents the cost of
purchasing and raising flocks to laying maturity, at which time their cost is
amortized to operations over their expected useful life of generally one to two
years, assuming no residual value.
Inventories consist of the following:
March 31, December 31,
1998 1997
------------- ------------
Raw materials and supplies $13,878,000 $16,047,000
Work in process and finished goods 31,483,000 30,374,000
Flocks 24,821,000 22,508,000
------------- ------------
$70,182,000 $68,929,000
============ ===========
NOTE D - ACQUISITION OF PAPETTI'S, MERGER WITH NORTH STAR UNIVERSAL AND ISSUANCE
OF LONG-TERM DEBT
On February 26, 1997, the Company completed the acquisition of Papetti's Hygrade
Egg Products, Inc. and affiliated entities (collectively "Papetti's"). The
acquisition was accounted for as a purchase with the results of Papetti's
operations included with the Company's from the date of acquisition. Total
consideration included the issuance of 3,195,455 of newly issued common shares
valued at $38,859,000, $44,315,000 in cash and closing costs, and the assumption
of $22,825,000 of notes payable and long-term debt.
On February 28, 1997, the Company completed a merger with North Star Universal,
Inc. ("NSU"). The merger has been accounted for as a reverse acquisition
utilizing the purchase method of accounting. As a result of the merger, NSU
delivered approximately $21,250,000 of net subordinated indebtedness together
with 1,783,036 shares of Company common stock of approximately equal value,
which the Company effectively retired in the form of a treasury stock
redemption.
In February 1997, the Company issued $125,000,000 of 7.58% senior indebtedness
to finance the cash portion of the Papetti's acquisition, to retire a portion of
the Company's existing debt and to refinance the debt assumed in the Papetti's
acquisition and NSU merger.
The following unaudited pro forma statement of earnings information has been
prepared assuming the Papetti's acquisition, the merger with NSU and the
issuance of the senior indebtedness had occurred on January 1, 1997:
For the three months ended March 31,1997
- ----------------------------------------------------------------
Net sales $244,013,000
Net earnings $ 4,515,000
Earnings per share
Basic $ 0.22
Diluted $ 0.21
============
This unaudited pro forma information is not necessarily indicative of the
combined results of operations that would have occurred had the acquisition,
merger and issuance of debt occurred on January 1, 1997, nor are they indicative
of the results which may occur in the future.
<PAGE>
MICHAEL FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
================================================================================
(Unaudited)
NOTE E - CONTINGENCIES
Use of Estimates
Preparation of the Company's consolidated financial statements requires
management to make estimates and assumptions that affect reported amounts of
assets and liabilities and related revenues and expenses. Actual results could
differ from the estimates used by management.
License Agreement
The Company has an exclusive license agreement for a patented process for the
production and sale of extended shelf-life egg products. Under the license
agreement, the Company has the right to defend and prosecute infringement of the
licensed patents. In 1994, the U.S. Federal Court of Appeals upheld the validity
of the patents subject to the license agreement. Subsequently, a patent examiner
at the U.S. Patent and Trademark Office rejected the patents. The Company is
appealing the decision of the examiner and believes the validity of the patents
will ultimately be upheld. During the appeal process, the patents remain valid
and in full force and effect. These patents are scheduled to expire in 2006.
Litigation
The Company is engaged in routine litigation incidental to its business, which
management believes will not have a material effect upon its consolidated
financial position, liquidity or results of operations.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
================================================================================
THREE MONTHS ENDED MARCH 31, 1998 VS THREE MONTHS ENDED MARCH 31, 1997
RESULTS OF OPERATIONS
The following table sets forth the percentage of net sales accounted for by each
of the Company's operating divisions for the periods indicated:
Three Months Ended March 31,
----------------------------
1998 1997
---- ----
Egg Products 64% 56%
Refrigerated Distribution 22 27
Dairy Products 12 10
Potato Products 5 10
Intercompany Sales (3) (3)
---- ----
TOTAL 100% 100%
==== ====
The following table sets forth the percentage of operating earnings (before
corporate, interest and income tax expenses) accounted for by each of the
Company's operating divisions for the periods indicated:
Three Months Ended March 31,
----------------------------
1998 1997
---- ----
Egg Products 80% 82%
Refrigerated Distribution 10 21
Dairy Products 6 9
Potato Products 4 (12)
---- ----
TOTAL 100% 100%
==== ====
The Egg Products Division had higher dollar sales and higher dollar earnings in
the period ended March 31, 1998, as compared to the results of the same period
in 1997, due to strong unit sales, favorable spot market egg prices, lower feed
costs and contributions from Papetti's. Owning Papetti's for a full quarter,
versus one month in the 1997 period, explained a large portion of the increases.
Sales were particularly strong for certain value-added egg products, notably
Easy Eggs(R) and Table Ready(TM) (extended shelf-life liquid whole eggs) and
MicroFresh and Express Eggs(TM) (frozen omelets, patties and curds). Egg prices
decreased approximately 6% compared to first quarter 1997 levels, as reported by
Urner Barry Publications - a widely quoted industry pricing service, although
pricing for egg products is not necessarily directly effected by changes in
shell egg pricing. With the acquisition of Papetti's, a substantially greater
portion of the Company's egg needs are now purchased in the open market relative
to prices reported by Urner Barry. Additionally, feed costs, which typically
represent roughly two-thirds of the cost of producing an egg, were lower in the
1998 period than in the 1997 period, due to lower prices for both corn and
soybean meal.
The Refrigerated Distribution Division had flat dollar sales and lower dollar
earnings in the period ended March 31, 1998, as compared to the results of the
same period in 1997. Unit sales were higher for core refrigerated grocery items,
reflecting, in part, new customers and new product introductions. However, the
Division's sales were affected by the timing of the important Easter holiday
sales period, which fell in the first quarter of 1997 and the second quarter of
1998. The Division's cheese business, which represents over one-half of the
Division's annual sales, experienced a margin decline due to a rapid increase in
cheese costs during the 1998 period.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED
================================================================================
THREE MONTHS ENDED MARCH 31, 1998 VS THREE MONTHS ENDED MARCH 31, 1997
RESULTS OF OPERATIONS, CONT.
The Dairy Products Division had higher dollar sales and higher dollar earnings
in the period ended March 31, 1998, as compared to the results of the same
period in 1997. Unit sales increased sharply and were helped by a stronger dairy
products focus by certain customers, particularly in the quick service
restaurant segment, and by a growing coffee creamer business. Raw material costs
rose during the quarter due to increases in the pricing of certain ingredients
tied to the national butter fat market, which caused margins to decline.
The Potato Products Division had lower dollar sales and operated at a profit in
the period ended March 31, 1998, as compared to a loss in the same period in
1997. While core sales of refrigerated potato products increased year-over-year,
1997 results included frozen french fry sales. This business was discontinued in
mid-1997. Losses from the french fry business in the 1997 period totaled $0.03
per share.
The increase in gross profit margin of the Company for the period ended March
31, 1998, as compared to the results of the same period in 1997, reflected the
factors discussed above, particularly the strength of the Egg Products Division
operations and the return to profitability in the Potato Products Division. It
is management's strategy to increase value-added product sales as a percent of
total sales over time, while decreasing commodity-sensitive products'
contribution to consolidated sales. These efforts historically have been
beneficial to gross profit margins in most periods. Selling, general and
administrative expenses increased as a percent of sales in the period ended
March 31, 1998, as compared to the results of the same period in 1997, due
primarily to increased foodservice marketing activities and greater advertising
of the Crystal Farms(R) brand.
GENERAL
Certain of the Company's products are sensitive to changes in commodity prices.
The Company's Egg Products Division derived approximately 7% of that Division's
first quarter 1998 net sales from shell eggs, which are sensitive to commodity
price swings. The Easy Eggs(R) and Table Ready(R) product lines accounted for
approximately 35% of the Egg Products Division's first quarter 1998 net sales.
The remainder of Egg Products Division sales are derived from the sale of other
egg products, which vary from being commodity-sensitive to being value-added.
Gross profit from shell eggs is primarily dependent upon the relationship
between shell egg prices and the cost of feed, both of which can fluctuate
significantly. Shell egg pricing in the first quarter of 1998 was approximately
6% below first quarter 1997 levels as measured by a widely quoted pricing
service. Gross profit margins for extended shelf-life liquid whole eggs and
specialty prepared egg products are less sensitive to commodity price
fluctuations than are other egg products or shell eggs.
The Company's Refrigerated Distribution Division derives approximately 70% of
that Division's net sales from refrigerated products produced by others, thereby
reducing the effect of commodity price swings. The balance of refrigerated
distribution sales are from shell eggs, which are partially produced by the Egg
Products Division and are sold on a distribution, or non-commodity, basis by the
Refrigerated Distribution Division.
The Dairy Products Division sells its products primarily on a cost-plus basis
and, therefore, the division's earnings are not typically affected greatly by
raw ingredient price fluctuations.
The Potato Products Division typically purchases 80%-90% of its raw potatoes
from contract producers under annual contracts. The remainder is purchased at
market prices to satisfy short-term
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED
================================================================================
GENERAL, CONT.
production requirements or to take advantage of market prices when they are
lower than contracted prices. Small variations in the purchase price of raw
materials or the selling price per pound of end products can have a significant
effect on Potato Products Division operating results. The impact of raw material
costs within the Potato Products Division is lower now that the frozen french
fry business has been discontinued, as refrigerated potato products pricing is
generally not subject to the volatility typically seen in frozen french fry
selling prices.
Inflation is not expected to have a significant impact on the Company's
business. The Company generally has been able to offset the impact of inflation
through a combination of productivity gains and price increases.
CAPITAL RESOURCES AND LIQUIDITY
Acquisitions and capital expenditures have been, and will likely continue to be,
a significant capital requirement. The Company plans to continue to invest in
state-of-the-art production facilities to enhance its competitive position.
Historically, the Company has financed its growth principally from internally
generated funds, bank borrowings, issuance of senior debt and the sale of Common
Stock. The Company believes that these financing alternatives will continue to
meet its anticipated needs.
The Company invested $19,514,000 in capital expenditures during the three months
ended March 31, 1998. The Company plans to spend approximately $85,000,000 in
total capital expenditures in 1998, the majority of which is to expand
production capacity.
The Company has an unsecured line of credit for $80,000,000 with its principal
banks. As of March 31, 1998, there were no borrowings under this line of credit.
SEASONALITY
Consolidated quarterly operating results are affected by the seasonality of the
Company's net sales and operating profits. Specifically, shell egg prices
typically rise seasonally in the first and fourth quarters of the year due to
increased demand during holiday periods. Generally, refrigerated distribution
operations experience higher net sales and operating profits in the fourth
quarter. Net sales and operating profits from dairy operations typically are
significantly higher in the second and third quarters due to increased
consumption of ice milk and ice cream products during the summer months.
Operating profits from potato products are less seasonal, but tend to be higher
in the second half of the year coinciding with the potato harvest.
FORWARD-LOOKING STATEMENTS
Certain items in this Form 10-Q are forward-looking statements, which are made
in reliance upon the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements are subject to numerous
risks and uncertainties, including the possibility that acquisition synergies
may not be realized as rapidly as management expects. Additional risks and
uncertainties include variances in the demand for the Company's products due to
consumer developments and industry developments, as well as variances in the
costs to produce such products, including normal volatility in egg costs and
feed costs. The Company's actual financial results could differ materially from
the results estimated by, forecasted by, or implied by the Company in such
forward-looking statements.
<PAGE>
PART II - OTHER INFORMATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For the first quarter ended March 31, 1998 this disclosure is not applicable to
the registrant.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit
27.1 Financial Data Schedule
(b) There were no reports on Form 8-K filed during the quarter ended March 31,
1998.
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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.
MICHAEL FOODS, INC.
------------------------------------------------
(Registrant)
Date: May 14, 1998 By: /s/ Gregg A. Ostrander
---------------------------------------
Gregg A. Ostrander
(President and Chief Executive Officer)
Date: May 14, 1998 By: /s/ John D. Reedy
---------------------------------------
John D. Reedy
(Vice President - Finance, Treasurer,
Chief Financial Officer and Principal
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF EARNINGS INCLUDED
HEREIN AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 4,891
<SECURITIES> 0
<RECEIVABLES> 82,207
<ALLOWANCES> 1,820
<INVENTORY> 70,182
<CURRENT-ASSETS> 157,668
<PP&E> 396,715
<DEPRECIATION> 168,200
<TOTAL-ASSETS> 512,838
<CURRENT-LIABILITIES> 105,083
<BONDS> 137,416
0
0
<COMMON> 219
<OTHER-SE> 237,568
<TOTAL-LIABILITY-AND-EQUITY> 512,838
<SALES> 245,589
<TOTAL-REVENUES> 245,589
<CGS> 205,433
<TOTAL-COSTS> 205,433
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,764
<INCOME-PRETAX> 14,248
<INCOME-TAX> 5,990
<INCOME-CONTINUING> 8,258
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,258
<EPS-PRIMARY> .38
<EPS-DILUTED> .37
</TABLE>
