UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2002
or
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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: 333-63722
MICHAEL FOODS, INC.
(Exact name of registrant as specified in its charter)
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Minnesota |
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41-0498850 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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401 Carlson Parkway |
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55305 |
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(Address of principal executive offices) |
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(Zip code) |
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(952) 258-4000 |
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(Registrant’s telephone number, including area code) |
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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. ý Yes o No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MICHAEL FOODS, INC.
(A WHOLLY-OWNED SUBSIDIARY OF M-FOODS HOLDINGS, INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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June 30, |
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December
31, |
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ASSETS |
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CURRENT ASSETS |
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Cash and equivalents |
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$ |
38,970,000 |
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$ |
27,660,000 |
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Accounts receivable, less allowances |
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95,497,000 |
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102,317,000 |
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Inventories |
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82,050,000 |
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78,941,000 |
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Prepaid expenses and other |
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10,454,000 |
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11,370,000 |
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Total current assets |
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226,971,000 |
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220,288,000 |
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PROPERTY, PLANT AND EQUIPMENT-AT COST |
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Land |
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3,873,000 |
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3,873,000 |
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Buildings and improvements |
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99,480,000 |
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99,561,000 |
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Machinery and equipment |
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240,626,000 |
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226,759,000 |
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343,979,000 |
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330,193,000 |
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Less accumulated depreciation |
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65,496,000 |
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39,039,000 |
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278,483,000 |
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291,154,000 |
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OTHER ASSETS |
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Goodwill, net |
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341,021,000 |
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341,021,000 |
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Joint ventures and other assets |
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43,916,000 |
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44,670,000 |
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384,937,000 |
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385,691,000 |
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$ |
890,391,000 |
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$ |
897,133,000 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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CURRENT LIABILITIES |
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Current maturities of long-term debt |
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$ |
16,925,000 |
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$ |
12,962,000 |
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Accounts payable |
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61,434,000 |
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64,492,000 |
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Accrued liabilities |
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Compensation |
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9,885,000 |
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12,582,000 |
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Insurance |
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9,045,000 |
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8,191,000 |
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Customer programs |
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22,762,000 |
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21,996,000 |
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Income taxes |
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11,382,000 |
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9,853,000 |
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Interest |
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10,448,000 |
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10,619,000 |
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Other |
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19,219,000 |
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14,116,000 |
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Total current liabilities |
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161,100,000 |
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154,811,000 |
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LONG-TERM DEBT, less current maturities |
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513,112,000 |
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540,132,000 |
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DEFERRED INCOME TAXES |
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48,975,000 |
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48,725,000 |
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COMMITMENTS AND CONTINGENCIES |
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— |
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— |
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NON-CONTROLLING INTEREST |
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475,000 |
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475,000 |
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SHAREHOLDERS’ EQUITY |
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Common stock |
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— |
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— |
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Additional paid-in capital |
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146,792,000 |
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146,792,000 |
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Retained earnings |
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22,490,000 |
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9,815,000 |
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Accumulated other comprehensive loss |
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(2,553,000 |
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(3,617,000 |
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166,729,000 |
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152,990,000 |
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$ |
890,391,000 |
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$ |
897,133,000 |
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See accompanying notes to condensed consolidated financial statements.
2
MICHAEL FOODS, INC.
(A WHOLLY-OWNED SUBSIDIARY OF M-FOODS HOLDINGS, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
Three Months Ended June 30,
(Unaudited)
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2002 |
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2001 |
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Net sales |
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$ |
289,753,000 |
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$ |
295,109,000 |
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Cost of sales |
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235,549,000 |
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244,855,000 |
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Gross profit |
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54,204,000 |
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50,254,000 |
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Selling, general and administrative expenses |
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29,826,000 |
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30,294,000 |
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Operating profit |
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24,378,000 |
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19,960,000 |
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Interest expense, net |
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12,332,000 |
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16,241,000 |
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Earnings before income taxes |
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12,046,000 |
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3,719,000 |
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Income tax expense |
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4,730,000 |
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2,050,000 |
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NET EARNINGS |
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$ |
7,316,000 |
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$ |
1,669,000 |
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See accompanying notes to condensed consolidated financial statements.
3
MICHAEL FOODS, INC.
(A WHOLLY-OWNED SUBSIDIARY OF M-FOODS HOLDINGS, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
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Company |
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Predecessor |
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Six Months |
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Three
Months |
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Three
Months |
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Net sales |
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$ |
568,182,000 |
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$ |
295,109,000 |
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$ |
275,627,000 |
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Cost of sales |
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462,862,000 |
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