Michael Foods Reports Fourth Quarter Results
MINNETONKA, Minn., March 23, 2012 /PRNewswire/ -- Michael Foods Group, Inc. today reported financial results for the fourth quarter of 2011.
(On June 29, 2010, M-Foods Holdings, Inc. together with its subsidiaries, merged with and into MFI Acquisition Corporation, and the surviving entity was renamed Michael Foods Group, Inc. ("Company"). The merger was accounted for as a business combination and a new accounting basis was established. The accounting policies followed by us in the preparation of the Company's consolidated financial statements are consistent with those used prior to the merger transaction.)
Net earnings for the quarter ended December 31, 2011 were $19.3 million, compared to $9.1 million in 2010, an increase of $10.2 million. Net sales for the quarter ended December 31, 2011 were $470 million, compared to $428.9 million in 2010, an increase of 9.6%. Net earnings for the year ended December 31, 2011 were $14.3 million, compared to a net loss of $31 million in 2010. Net sales for the year ended December 31, 2011 were $1,766.6 million, compared to $1,602.3 million in 2010, an increase of $164.3 million, or 10.3%. The 2010 merger transaction had a significant impact on earnings in all periods presented, with transaction-related costs impacting 2010, and higher depreciation, amortization of intangibles and interest expense impacting 2011 and the second half of 2010.
Earnings before interest, taxes, depreciation, amortization ("EBITDA") and other adjustments ("Adjusted EBITDA," as defined in the Company's credit facility) for the quarter ended December 31, 2011 were $70.9 million, compared to $63.3 million in 2010, an increase of 11.9%. Adjusted EBITDA for the year ended December 31, 2011 increased $2.9 million or 1.3% to $230 million compared to $227.1 million in 2010.
Michael Foods Group, Inc. uses Adjusted EBITDA as a measurement of financial results, as an indication of the relative strength of its operating performance, and to determine incentive compensation levels. Management believes that EBITDA and Adjusted EBITDA provide potential investors with useful information with which to analyze and compare with other companies in our industry our operating performance and our ability to service debt.
Certain items contained in this release may be "forward-looking statements." Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future sales or performance, capital expenditures, financing needs, ability to fund operations, intentions relating to acquisitions, our competitive strengths and weaknesses, our business strategy and the trends we anticipate in the industries and economies in which we operate and other information that is not historical information. When used herein, the words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes" and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance.
All forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them, but there can be no assurance that our expectations, beliefs and projections will be realized. There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this release, including the factors described under "Risk Factors" in our Registration Statement on Form S-4 (File No. 333-173400), which was declared effective by the SEC on July 7, 2011. Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this release including changes in domestic and international economic conditions.
Unaudited segment data follows (in thousands):
Egg |
Refrigerated |
Crystal |
Corporate |
Total |
||
Company |
||||||
Quarter ended December 31, 2011 |
||||||
External net sales |
$ 299,542 |
$ 35,672 |
$134,767 |
$ - |
$ 469,981 |
|
Net earnings (loss) |
11,142 |
4,192 |
2,885 |
1,101 |
19,320 |
|
Adjusted EBITDA |
51,927 |
10,674 |
10,016 |
(1,755) |
$ 70,862 |
|
Quarter ended January 1, 2011 |
||||||
External net sales |
$ 272,818 |
$ 33,808 |
$122,309 |
$ - |
$ 428,935 |
|
Net earnings (loss) |
26,189 |
2,534 |
4,784 |
(24,363) |
9,144 |
|
Adjusted EBITDA |
49,744 |
6,861 |
8,348 |
(1,643) |
63,310 |
|
Year ended December 31, 2011 |
||||||
External net sales |
$1,184,253 |
$ 127,252 |
$455,083 |
$ - |
$1,766,588 |
|
Net earnings (loss) |
48,698 |
7,135 |
10,374 |
(51,918) |
14,289 |
|
Adjusted EBITDA |
183,493 |
24,894 |
28,995 |
(7,404) |
229,978 |
|
Six months ended January 1, 2011 |
||||||
External net sales |
$ 566,231 |
$ 65,040 |
$227,035 |
$ - |
$ 858,306 |
|
Net earnings (loss) |
30,037 |
2,195 |
5,456 |
(34,411) |
3,277 |
|
Adjusted EBITDA |
104,923 |
9,579 |
14,128 |
(3,483) |
125,147 |
|
Predecessor |
||||||
Six months ended June 26, 2010 |
||||||
External net sales |
$ 508,085 |
$ 57,661 |
$178,249 |
$ - |
$ 743,995 |
|
Net earnings (loss) |
39,743 |
(5,122) |
7,800 |
(76,704) |
(34,283) |
|
Adjusted EBITDA |
87,458 |
3,558 |
14,564 |
(3,624) |
101,956 |
|
Adjusted EBITDA is a financial indicator used to analyze and compare companies on the basis of operating performance. It should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles and is not indicative of operating profit or cash flow from operations as determined under generally accepted accounting principles.
The following table reconciles net earnings (loss) to Adjusted EBITDA for the quarter ended December 31, 2011 (unaudited, in thousands):
Refrigerated |
||||||||
Egg |
Potato |
Crystal |
||||||
Products |
Products |
Farms |
Corporate |
Total |
||||
Net earnings |
$11,142 |
$ 4,192 |
$ 2,885 |
$ 1,101 |
$19,320 |
|||
Unrealized gain on currency transactions (a) |
(366) |
- |
- |
- |
(366) |
|||
Consolidated net earnings |
10,776 |
4,192 |
2,885 |
1,101 |
18,954 |
|||
Interest expense |
(173) |
148 |
- |
21,581 |
21,556 |
|||
Intercompany interest expense (income) |
7,347 |
513 |
1,119 |
(8,979) |
- |
|||
Income tax expense (benefit) |
9,973 |
2,478 |
3,631 |
(14,745) |
1,337 |
|||
Depreciation and amortization |
19,320 |
2,495 |
1,804 |
2 |
23,621 |
|||
Non-cash and stock option compensation |
- |
- |
- |
529 |
529 |
|||
Realized loss upon the disposition of property |
||||||||
not in the ordinary course of business |
- |
324 |
- |
- |
324 |
|||
Equity sponsor management fee |
- |
- |
- |
574 |
574 |
|||
Expenses related to industrial revenue bonds |
||||||||
guaranteed by certain of our subsidiaries |
138 |
- |
- |
- |
138 |
|||
Unrealized loss on swap contracts |
554 |
- |
- |
- |
554 |
|||
Intercompany allocation of corporate admin costs |
717 |
524 |
577 |
(1,818) |
- |
|||
Non-cash other expenses |
3,275 |
- |
- |
- |
3,275 |
|||
Adjusted EBITDA, as defined |
||||||||
in the credit agreement |
$51,927 |
$ 10,674 |
$10,016 |
$ (1,755) |
$70,862 |
|||
(a) The unrealized gain on currency transactions relates to an intercompany note receivable denominated in Canadian currency due from our Canadian subsidiary, MFI Food Canada Ltd. |
||||||||
The following table reconciles net earnings (loss) to Adjusted EBITDA for the quarter ended January 1, 2011 (unaudited, in thousands):
Refrigerated |
||||||||
Egg |
Potato |
Crystal |
||||||
Products |
Products |
Farms |
Corporate |
Total |
||||
Net earnings (loss) |
$26,189 |
$ 2,534 |
$ 4,784 |
$(24,363) |
$ 9,144 |
|||
Unrealized gain on currency transactions (a) |
(738) |
- |
- |
- |
(738) |
|||
Consolidated net earnings (loss) |
25,451 |
2,534 |
4,784 |
(24,363) |
8,406 |
|||
Interest expense |
(25) |
254 |
- |
25,312 |
25,541 |
|||
Income tax expense (benefit) |
2,741 |
1,356 |
1,348 |
(1,893) |
3,552 |
|||
Depreciation and amortization |
20,627 |
2,631 |
2,082 |
4 |
25,344 |
|||
Non-cash and stock option compensation |
- |
- |
- |
542 |
542 |
|||
Realized gain upon the disposition of property |
||||||||
not in the ordinary course of business |
(572) |
(51) |
- |
- |
(623) |
|||
Equity sponsor management fee |
- |
- |
- |
574 |
574 |
|||
Expenses related to industrial revenue bonds |
||||||||
guaranteed by certain of our subsidiaries |
149 |
- |
- |
- |
149 |
|||
Unrealized gain on swap contracts |
(175) |
- |
- |
- |
(175) |
|||
Intercompany allocation of corporate admin costs |
1,548 |
137 |
134 |
(1,819) |
- |
|||
Adjusted EBITDA, as defined |
||||||||
in the credit agreement |
$49,744 |
$ 6,861 |
$ 8,348 |
$ (1,643) |
$63,310 |
|||
(a) The unrealized gain on currency transactions relates to an intercompany note receivable denominated in Canadian currency due from our Canadian subsidiary, MFI Food Canada Ltd. |
||||||||
The following table reconciles net earnings (loss) to Adjusted EBITDA for the year ended December 31, 2011 (unaudited, in thousands):
Refrigerated |
||||||
Egg |
Potato |
Crystal |
||||
Products |
Products |
Farms |
Corporate |
Total |
||
Net earnings (loss) |
$ 48,698 |
$ 7,135 |
$ 10,374 |
$(51,918) |
$ 14,289 |
|
Unrealized loss on currency transactions (a) |
390 |
- |
- |
- |
390 |
|
Consolidated net earnings (loss) |
49,088 |
7,135 |
10,374 |
(51,918) |
14,679 |
|
Interest expense |
536 |
645 |
- |
97,008 |
98,189 |
|
Intercompany interest expense (income) |
14,712 |
1,027 |
2,242 |
(17,981) |
- |
|
Income tax expense (benefit) |
29,915 |
3,995 |
7,501 |
(42,126) |
(715) |
|
Depreciation and amortization |
78,443 |
11,048 |
7,748 |
7 |
97,246 |
|
Non-cash and stock option compensation |
- |
- |
- |
1,947 |
1,947 |
|
Cash expenses incurred in connection |
||||||
with the refinancing |
- |
- |
- |
4,760 |
4,760 |
|
Business optimization project expense |
- |
- |
- |
2,830 |
2,830 |
|
Realized gain upon the disposition of property |
||||||
- |
(30) |
- |
- |
(30) |
||
Equity sponsor management fee |
- |
- |
- |
2,300 |
2,300 |
|
Fees and expenses in connection with the |
||||||
exchange of the 9.75% senior notes |
- |
- |
- |
351 |
351 |
|
Expenses related to industrial revenue bonds |
||||||
guaranteed by certain of our subsidiaries |
670 |
- |
- |
- |
670 |
|
Unrealized loss on swap contracts |
949 |
- |
- |
- |
949 |
|
Loss attributable to the early |
||||||
extinguishment of indebtedness |
- |
- |
- |
3,527 |
3,527 |
|
Intercompany allocation of corporate admin costs |
5,905 |
1,074 |
1,130 |
(8,109) |
- |
|
Non-cash other expenses |
3,275 |
- |
- |
- |
3,275 |
|
Adjusted EBITDA, as defined |
||||||
in the credit agreement |
$183,493 |
$ 24,894 |
$ 28,995 |
$ (7,404) |
$229,978 |
|
(a) The unrealized loss on currency transactions relates to an intercompany note receivable denominated in Canadian currency due from our Canadian subsidiary, MFI Food Canada Ltd. |
||||||
The following table reconciles net earnings (loss) to Adjusted EBITDA for the six months ended January 1, 2011 (unaudited, in thousands):
Refrigerated |
|||||||
Egg |
Potato |
Crystal |
|||||
Products |
Products |
Farms |
Corporate |
Total |
|||
Net earnings (loss) |
$ 30,037 |
$ 2,195 |
$ 5,456 |
$(34,411) |
$ 3,277 |
||
Unrealized gain on currency transactions (a) |
(738) |
- |
- |
- |
(738) |
||
Consolidated net earnings (loss) |
29,299 |
2,195 |
5,456 |
(34,411) |
2,539 |
||
Interest expense |
243 |
394 |
- |
52,263 |
52,900 |
||
Income tax expense (benefit) |
16,168 |
805 |
2,888 |
(20,110) |
(249) |
||
Depreciation and amortization |
40,221 |
5,511 |
4,027 |
3 |
49,762 |
||
Non-cash and stock option compensation |
- |
- |
- |
1,042 |
1,042 |
||
Realized gain upon the disposition of property |
|||||||
not in the ordinary course of business |
(572) |
(51) |
- |
- |
(623) |
||
Equity sponsor management fee |
- |
- |
- |
1,136 |
1,136 |
||
Non-cash purchase accounting adjustments |
15,930 |
483 |
1,515 |
- |
17,928 |
||
Expenses related to industrial revenue bonds |
|||||||
guaranteed by certain of our subsidiaries |
300 |
- |
- |
- |
300 |
||
Unrealized loss on swap contracts |
412 |
- |
- |
- |
412 |
||
Intercompany allocation of corporate admin costs |
2,922 |
242 |
242 |
(3,406) |
- |
||
Adjusted EBITDA, as defined |
|||||||
in the credit agreement |
$104,923 |
$ 9,579 |
$14,128 |
$ (3,483) |
$125,147 |
||
(a) The unrealized gain on currency transactions relates to an intercompany note receivable denominated in Canadian currency due from our Canadian subsidiary, MFI Food Canada Ltd. |
|||||||
The following table reconciles net earnings (loss) to Adjusted EBITDA for the six months ended June 26, 2010 (unaudited, in thousands):
Refrigerated |
||||||
Egg |
Potato |
Crystal |
||||
Products |
Products |
Farms |
Corporate |
Total |
||
Net earnings (loss) |
$39,743 |
$ (5,122) |
$ 7,800 |
$(76,704) |
$ (34,283) |
|
Interest expense |
522 |
253 |
12 |
30,275 |
31,062 |
|
Income tax expense (benefit) |
20,404 |
(2,638) |
4,030 |
(35,561) |
(13,765) |
|
Depreciation and amortization |
23,082 |
10,633 |
2,292 |
2 |
36,009 |
|
Non-cash and stock option compensation |
- |
- |
- |
35,762 |
35,762 |
|
Cash expenses incurred in connection |
||||||
with the transaction |
- |
- |
- |
14,730 |
14,730 |
|
Equity sponsor management fee |
- |
- |
- |
1,072 |
1,072 |
|
Expenses related to industrial revenue bonds |
||||||
guaranteed by certain of our subsidiaries |
303 |
- |
- |
- |
303 |
|
Unrealized gain on swap contracts |
(172) |
- |
- |
- |
(172) |
|
Loss attributable to the early |
||||||
extinguishment of indebtedness |
- |
- |
- |
31,238 |
31,238 |
|
Intercompany allocation of corporate admin costs |
3,576 |
432 |
430 |
(4,438) |
- |
|
Adjusted EBITDA, as defined |
||||||
in the credit agreement |
$87,458 |
$ 3,558 |
$14,564 |
$ (3,624) |
$101,956 |
|
Michael Foods Group, Inc., based in Minnetonka, Minnesota, is a producer and distributor of food products to the foodservice, retail and food-ingredient markets. Its principal products are egg products, refrigerated potato products, cheese and other dairy-case products.
Consolidated statements of operations are as follows:
Michael Foods Group, Inc. |
||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS |
||||||||
For the periods ended |
||||||||
(In thousands) |
||||||||
Company |
Predecessor |
|||||||
Quarter |
Quarter |
Year |
Six Months |
Six Months |
||||
Ended |
Ended |
Ended |
Ended |
Ended |
||||
December 31, |
January 1, |
December 31, |
January 1, |
June 26, |
||||
2011 |
2011 |
2011 |
2011 |
2010 |
||||
(unaudited) |
(unaudited) |
(unaudited) |
||||||
Net sales |
$ 469,981 |
$428,935 |
$ 1,766,588 |
$ 858,306 |
$ 743,995 |
|||
Cost of sales |
393,683 |
354,416 |
1,493,575 |
726,832 |
612,748 |
|||
Gross profit |
76,298 |
74,519 |
273,013 |
131,474 |
131,247 |
|||
Selling, general and |
||||||||
administrative expenses |
34,233 |
36,928 |
156,853 |
76,085 |
102,283 |
|||
Transaction costs |
- |
- |
- |
- |
14,730 |
|||
Operating profit |
42,065 |
37,591 |
116,160 |
55,389 |
14,234 |
|||
Interest expense, net |
21,534 |
25,526 |
98,140 |
52,871 |
30,985 |
|||
Unrealized (gain) loss on currency transactions |
(366) |
(738) |
390 |
(738) |
- |
|||
Loss on early extinguishment of debt |
- |
- |
3,527 |
- |
31,238 |
|||
Earnings (loss) before income |
||||||||
taxes and equity in losses of |
||||||||
unconsolidated subsidiary |
20,897 |
12,803 |
14,103 |
3,256 |
(47,989) |
|||
Income tax expense (benefit) |
1,337 |
3,552 |
(715) |
(249) |
(13,765) |
|||
Equity in losses of |
||||||||
unconsolidated subsidiary |
240 |
107 |
529 |
228 |
59 |
|||
Net earnings (loss) |
$ 19,320 |
$ 9,144 |
$ 14,289 |
$ 3,277 |
$ (34,283) |
|||
December 31, |
January 1, |
|||||||
2011 |
2011 |
|||||||
(unaudited) |
||||||||
Selected Balance Sheet Information: |
||||||||
Cash and equivalents |
$ 68,118 |
$ 44,805 |
||||||
Accrued interest |
$ 20,420 |
$ 22,298 |
||||||
Long-term debt, including current maturities |
$ 1,251,089 |
$ 1,229,182 |
||||||
SOURCE Michael Foods Group, Inc.
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