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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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Commission file number 0-15638
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MICHAEL FOODS, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 41-0498850
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Suite 324, Park National Bank Building
5353 Wayzata Boulevard
Minneapolis, Minnesota 55416
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 546-1500
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock $.01
par value
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 3, 2000 was approximately $318 million based on the last
price of such stock as reported by the Nasdaq National Market.
The number of shares outstanding of the registrant's Common Stock, $.01 par
value, as of March 3, 2000, was 20,062,823 shares.
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DOCUMENTS INCORPORATED BY REFERENCE
Pursuant to General Instructions G (2) and G (3), the financial information
about industry segments under Item 1 of Part I and the responses to Items 5, 6,
7, and 8 of Part II of this report are incorporated herein by reference to the
Company's 1999 Annual Report to Shareholders (see Exhibit 13.1), and the
responses to Items 10, 11, 12 and 13 of Part III of this report are incorporated
herein by reference to the information contained in the Company's Proxy
Statement for its 2000 Annual Meeting of Shareholders to be held on April 26,
2000, to be filed with the Securities and Exchange Commission on or about March
27, 2000.
PART I
ITEM 1 - BUSINESS
FORWARD-LOOKING STATEMENTS
Certain items in this Form 10-K 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 changes in domestic and international
economic conditions. Additional risks and uncertainties include variances in the
demand for the Company's products due to consumer and industry developments, as
well as variances in the costs to produce such products, including normal
volatility in egg 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.
GENERAL
Michael Foods, Inc. (the "Company") is a diversified producer and distributor of
food products in four areas egg products, refrigerated distribution, dairy
products, and potato products. The Company, through its Egg Products Division,
is the largest producer, processor and distributor of extended shelf-life liquid
eggs and precooked, dried, hard-cooked and frozen egg products in the United
States. The Refrigerated Distribution Division distributes a broad line of
refrigerated grocery products directly to supermarkets, including cheese, shell
eggs, bagels, butter, margarine, muffins, potato products, juice and ethnic
foods. The Dairy Products Division processes and distributes soft serve mix, ice
cream mix, and extended shelf-life ultrapasteurized milk and specialty dairy
products to domestic fast food businesses and other foodservice outlets,
independent retailers, ice cream manufacturers and others. The Potato Products
Division processes and distributes refrigerated potato products sold to the
foodservice and retail grocery markets in the United States. Financial
information about the Company's business segments is incorporated by reference
to "Note H" in the "Notes to Consolidated Financial Statements" on page 24 of
the Company's 1999 Annual Report to Shareholders (see Exhibit 13.1).
The Company's strategy is to grow value-added food product sales, primarily in
the foodservice market, by focusing on developing, marketing and distributing
innovative, refrigerated products. The key to this strategy is "value-added",
whether that is in the product, the distribution channel or in the service
provided to customers.
EGG PRODUCTS
The Egg Products Division, comprised of M. G. Waldbaum Company ("Waldbaum") and
Papetti's Hygrade Egg Products, Inc. ("Papetti's"), produces, processes and
distributes numerous egg products and shell eggs. Management believes that the
Egg Products Division is the largest egg products producer in the United States
and is believed to be the third largest egg producer
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in the United States. Principal value-added egg products are ultrapasteurized,
extended shelf-life liquid eggs ("Easy Eggs(R)" and "Table Ready(TM)"), egg
white-based egg substitutes ("Better 'n Eggs(TM)", "Table Ready(TM)", and "All
Whites(TM)") and precooked egg products. Other egg products include frozen,
liquid and dried egg whites, yolks and whole eggs, and hardcooked eggs. The
Division is the largest supplier of extended shelf-life liquid eggs, precooked
egg patties and omelets, dried, and hardcooked eggs in the United States and is
a leading supplier of frozen and liquid whole eggs, whites and yolks. The
Division distributes its egg products to food processors and foodservice
customers primarily throughout the United States with some international sales
in the Far East and Europe. The largest selling product line within the
Division, extended shelf-life liquid eggs, and other egg products are marketed
nationally to a wide variety of foodservice and industrial customers. The
Division also is a leading supplier of egg white-based egg substitutes sold in
the U. S. retail and foodservice markets. Most of the Division's annual shell
egg sales are made to the Company's Refrigerated Distribution Division, which,
in turn, distributes them throughout its 23 state territory.
In 1999, the Division derived approximately 97% of net sales from egg products,
with 3% of net sales coming from shell eggs. Pricing for shell eggs and certain
egg products in the United States reflects levels reported by Urner Barry Spot
Egg Market Quotations ("Urner Barry"), a recognized industry publication. Prices
of certain valued-added products, such as extended shelf-life liquid eggs, egg
substitutes, and precooked egg products, typically are not significantly
affected by Urner Barry quoted price levels. Such products accounted for
approximately 64% of the Division's 1999 sales. Prices for the Division's other
products, including frozen, short shelf-life liquid, certain dried products,
hard-cooked items and, particularly, shell eggs, are significantly affected by
frequently changing market levels as reported by Urner Barry.
In 1999, approximately 35% of the Division's egg needs were satisfied by
production from Company-owned hens, with the balance being purchased under
grower contracts and in the spot market. The cost of eggs from Company-owned
facilities is largely dependent upon the cost of feed. Additionally, for a
small, but increasing, proportion of eggs purchased under grower contracts, the
egg cost is determined largely by the cost of feed. For a larger proportion of
eggs purchased under grower contracts, plus eggs purchased in the spot market,
the egg cost is determined by normal market forces. Such costs are largely
determined by reference to Urner Barry quotations. Historically, feed costs have
generally been less volatile than have egg market prices and internally produced
eggs generally are lower in cost than are externally sourced eggs. Key feed
costs, such as corn and soybean meal, are partially hedged through the use of
futures and other purchase contracts. There is no market mechanism for hedging
egg prices.
The Division has endeavored to moderate the effects of egg market commodity
factors through an emphasis on value-added products and the internal production
of eggs, where the egg cost is somewhat controllable. Further, the Division
attempts to match market-affected egg sourcing with the production of egg
products whose selling prices are also market-affected, and cost-affected egg
sourcing, as best can be managed, with higher value-added products priced over
longer terms, such as 6-12 months, or more. The former allows the Division to
typically realize a modest processing margin on such sales, even though there
are notable commodity influences on both the egg sourcing cost and the egg
products pricing, with each changing as frequently as daily. Shell eggs are
essentially a commodity and are sold based upon reported egg prices. Egg prices
are significantly influenced by modest shifts in supply and demand. Pricing of
shell eggs is also typically affected by seasonal demand related to increased
consumption during holiday periods.
The Division's principal egg processing plants are located in New Jersey,
Minnesota, Nebraska, Pennsylvania and Iowa. Certain of the Division's facilities
are fully integrated from the production and maintenance of laying flocks
through the processing of egg products. Fully automated laying barns, housing
approximately 13,000,000 producing hens, are located in
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Nebraska and Minnesota, of which approximately 1,500,000 are housed in contract
facilities. Major laying facilities also maintain their own grain and feed
storage facilities. Further, the production of approximately 4,250,000 hens is
under long-term supply agreements, with an additional 22,250,000 hens under
shorter-term agreements. The Division also maintains facilities with
approximately 2,800,000 pullets located in Nebraska and Minnesota.
REFRIGERATED DISTRIBUTION
The Refrigerated Distribution Division, comprised of Crystal Farms Refrigerated
Distribution Company ("Crystal Farms") and Wisco Farm Cooperative, distributes a
wide range of refrigerated grocery products directly to retailers and to
wholesale warehouses. The Division believes that its strategy of offering
quality branded products at a good value relative to national brands has
contributed to its growth. These distributed refrigerated products, which
consist principally of cheese, eggs, bagels, butter, margarine, muffins, potato
products, juice and ethnic foods, are supplied by vendors, or other divisions of
the Company, to the Division's specifications. Cheese accounts for approximately
62% of divisional annual sales. The Company operates a cheese packaging facility
in Lake Mills, Wisconsin, which processes and wraps various cheese products for
its Crystal Farms brand cheese business and for private label customers.
The Division has expanded its market area using both company-owned and leased
resources and independent distributors. The Division's market area includes 23
states primarily in the Midwest and Southwest. Retail locations served by the
Division number over 1,600. In 1999, sales to the warehouse operations of a
major national food wholesaler, and to its owned and franchised stores,
represented approximately 43% of divisional sales. The Division maintains a
fleet of refrigerated tractor-trailers to deliver products daily to its retail
customers from ten distribution centers located centrally in its key marketing
areas.
DAIRY PRODUCTS
The Dairy Products Division, comprised of Kohler Mix Specialties, Inc.
("Kohler"), processes and sells soft serve mix, ice cream mix, frozen yogurt
mix, milk and specialty dairy products, many of which are ultra-high temperature
("UHT") pasteurized products. The Division sells its products throughout much of
the United States from processing facilities in Minnesota, Texas and
Connecticut.
UHT processing is designed to produce bacteria-free products with delicate
flavors, such as milk, ice cream mixes and specialty dairy products such as
coffee creamers, whipping cream, half and half and cordials. Many of the
Division's products have an extended shelf-life of up to ninety days, which
extends the trade territory which can be effectively served by the Division to
include most of the United States.
Soft serve, frozen yogurt and ice cream mixes are made to customers'
specifications. Currently, the Division produces approximately 100 different
formulations. The Division believes that the customization of high quality
products and high customer service levels are critical to their business.
The Division has approximately 325 customers, including branded ice cream
manufacturers, quick service restaurants, other foodservice outlets and
independent ice cream retailers. The Division's top three customers represented
approximately 52% of 1999 Divisional sales. Most of the Division's sales are to
customers who purchase products on a cost-plus basis. This includes sales to
most of the large quick-service restaurant chains operating in its market areas.
Sales of soft serve, milk shake, and ice cream mixes are more seasonal than the
Company's other products, with higher sales volume occurring between April and
October. The addition of other
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specialty dairy products in recent years, such as coffee creamers and cartoned
items, has somewhat offset the impact on the Division's sales and earnings from
this seasonality.
POTATO PRODUCTS
Refrigerated potato products are produced and sold by Northern Star Co.
("Northern Star") and Farm Fresh Foods, Inc. ("Farm Fresh") to both the
foodservice and retail markets. Products consist of shredded hash browns and
diced, sliced, mashed, and other specialty potato products. In 1999,
approximately 67% of the Potato Products Division's net sales were to the
foodservice market, with the balance to the retail market.
The Division maintains its main processing facility in Minnesota, with a smaller
facility located in California. The Division typically purchases approximately
90%-95% of its annual potato requirements from contract producers. The balance
of potato requirements are purchased on the spot market. The Division maintains
a high percentage of its contracted supply from irrigated fields and also has
geographical diversification of its potato sources. However, weather remains an
important factor in determining raw potato prices and quality. Variations in the
purchase price and/or quality of potatoes can effect the Potato Products
Division's operating results.
SALES, MARKETING AND CUSTOMER SERVICE
Each of the Company's four divisions has developed a marketing strategy, which
emphasizes high quality products and customer service. Michael Foods Sales, an
internal sales group, coordinates the sales of Waldbaum, Kohler and Northern
Star, primarily for national and regional accounts, and is supported by a
centralized order entry and customer service staff. A group of foodservice
brokers is used by Michael Foods Sales to supplement its internal sales efforts.
Further, the Egg Products Division utilizes two separate nationwide systems of
brokers, one for the foodservice market and one for the retail market, and
maintains a small sales group which handles certain industrial egg product
sales. The Company has a small marketing staff, which executes marketing plans
in the foodservice market, with additional resources available from outside
agencies and consultants as needed.
The Refrigerated Distribution Division's internal and external sales personnel
obtain orders from retail stores which are usually placed no more than one day
ahead of the requested delivery date. The Division's marketing efforts are
primarily focused on in-store and co-op advertising programs, which are executed
with grocers on a market-by-market basis. During 1999, Crystal Farms increased
its consumer support programs, with largely favorable sales volume results.
Also, the Egg Products Division has a consumer support program to support
various of its egg products sold in the retail market.
ACQUISITIONS
The Company has made acquisitions in prior years and anticipates that it will
continue to make acquisitions as part of its strategic plan. In May 1999, the
Company's Dairy Products Division acquired a dairy products business in
Connecticut, allowing for a broader expansion of the dairy mix and creamer
business into the eastern United States. This transaction involved an
acquisition of certain production assets and a customer list, and a long-term
lease for the land and building, with an option to purchase the land and
building upon the termination of the lease. The facility generated 1999 net
sales of approximately $40 million.
In early 1999, the Company made two investments in Europe. The first investment
was a 25% interest in Belovo S.A., a specialty egg products company, based in
Belgium. The second investment was a 50/50 joint venture with the founding
shareholders of Belovo. The joint
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venture is involved in the extraction of phospholipids from egg yolks for use in
the field of nutraceuticals.
PROPRIETARY TECHNOLOGIES
In 1988, the Company acquired an exclusive license to use a patented process,
developed by North Carolina State University, for the ultrapasteurization of
liquid eggs. The patents are scheduled to expire in 2006. The process results in
liquid eggs that are salmonella and listeria negative, pursuant to United States
Department of Agriculture ("USDA") regulations. Salmonella and listeria are
bacteria, which can contaminate shell eggs. The process also extends the
shelf-life of liquid eggs from less than two weeks to over ten weeks. The
Company has an aseptic plant in Gaylord, Minnesota, which processes the
ultrapasteurized liquid egg needs of Waldbaum.
The Company and the patent holder have initiated litigation against several
processors of competing liquid egg products, claiming infringement of the
original and subsequent related process patents with respect to ultrapasteurized
liquid egg production. In 1992, a jury for the United States District Court for
the Middle District of Florida found the original patent to be valid and that a
processor, Bartow Food Co., willfully and deliberately infringed the patent. In
another action, the United States District Court for the District of New Jersey
found in 1992 and 1993 that Papetti's had infringed the patents and that the
licensed patents are valid and enforceable. In 1994, the Court of Appeals for
the Federal Circuit upheld this judgment. In 1996 and 1999 there were other
developments regarding the patentability of the claims under the patents. See
Item 3 "Legal Proceedings."
As a result of the 1997 acquisition of Papetti's, the Company also owns an
exclusive sublicense to use a patented process for the electro-heating of liquid
eggs, which is scheduled to expire in 2006. The process results in liquid eggs
that are salmonella and listeria negative, pursuant to USDA regulations. This
process also extends the shelf-life of refrigerated liquid eggs from less than
two weeks to over ten weeks. The Company has an aseptic plant in Elizabeth, New
Jersey, which processes the ultrapasteurized liquid egg needs of Papetti's.
TRADENAMES
The Egg Products Division maintains numerous tradenames for its products,
including "Logan Valley", "Wakefield", "Sunny Side Up(R)", "Michael Foods",
"Deep Chill(TM)", "MicroFresh", "MGW", "Simply Eggs(R) Brand", "Better `n
Eggs(TM)", "All Whites(TM)", "Chef's Omelet(TM) Brand", "Express Eggs", "Quaker
State Farms", and "Broke N' Ready". Ultrapasteurized liquid eggs are marketed
using the "Easy Eggs(R)" and "Table Ready(TM)" tradenames.
Refrigerated Distribution Division products are marketed principally under the
"Crystal Farms(R)" tradename. In addition, the Division is the principal
distributor of "Bongards" cheese in Minnesota. The Division also distributes
eggs, butter, cheese, bagels, and ethnic foods under a number of other
customer-owned tradenames.
Within the Dairy Products Division, "Kohler" and "Midwest Mix, Inc." are the two
primary tradenames.
Within the Potato Products Division, Northern Star markets its refrigerated
potato products to foodservice customers under a variety of brands, including
"Northern Star". The "Simply Potatoes(R)" and "Diner's Choice(R)" brands are
used for retail refrigerated products. Farm Fresh maintains the "Farm Fresh(TM)"
tradename. The "Quality Farms" brand of Interstate Food Processing Corporation
is controlled by the Potato Products Division and is used in the sale of
foodservice refrigerated potato products.
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COMPETITION
All aspects of the Company's businesses are extremely competitive. In general,
food products are price sensitive and affected by many factors beyond the
control of the Company, including changes in consumer tastes, fluctuating
commodity prices, changes in supply due to weather, production variances and
feed costs.
The Company's Egg Products Division is considered the largest egg products
processor and the third largest egg producer in the United States. The Egg
Products Division competes with many suppliers of egg products and eggs. While
the shell egg industry is highly fragmented, and the egg products sector is
fairly fragmented, there has been a trend toward consolidation in recent years
and further consolidation in the industry is expected. Other major egg producers
include Cal-Maine Foods, Inc. and Rose Acres Farms, Inc. The Company believes
its Egg Products Division is among the lowest cost egg producers in the United
States. The Company also believes that Easy Eggs'(R) and Table Ready's(TM)
salmonella-negative aspects, extended shelf-lives and ease of use are
significant competitive advantages in the foodservice and industrial food
markets for eggs. The Company believes its largest competitor in egg products is
the Sunny Fresh Foods, Inc. subsidiary of Cargill, Inc.
The Company's Refrigerated Distribution Division competes with the refrigerated
products of other suppliers such as Beatrice Companies, Inc. (a subsidiary of
ConAgra, Inc.) , Kraft Foods, Inc., Land O' Lakes, Inc., and Sargento Cheese
Company, Incorporated. The Division believes that its emphasis on a high level
of service and lower-priced branded products has enabled it to compete
effectively in its market area with larger national brand companies.
Management believes the Dairy Products Division provides the majority of the
soft serve mix, and a significant percentage of ice cream mix, sold in Minnesota
and Wisconsin. Kohler also has a large percentage of the UHT soft serve mix and
UHT fluid milk business with quick service restaurant chains in the central
United States. Competitors include local dairies utilizing conventional
pasteurization and regional dairies with UHT products.
The Potato Products Division has a leading market share in refrigerated potato
products sold in the United States foodservice and retail markets, where
competitors are generally smaller, local or regional companies. One refrigerated
potato products competitor, Reser's Fine Foods, Inc., has a national presence.
Certain companies in the frozen potato products business, such as Ore-Ida Foods,
Inc. (a subsidiary of H. J. Heinz Co.) and Lamb-Weston, Inc. (a subsidiary of
ConAgra, Inc.), also sell frozen versions of potato products which are sold by
the Division in refrigerated form.
GOVERNMENT REGULATION
All of the Company's subsidiaries are subject to federal and state regulations
relating to grading, quality control, product branding and labeling, waste
disposal and other aspects of their businesses. The subsidiaries are subject to
USDA or Food and Drug Administration regulation regarding grading, quality,
labeling and sanitary control. Egg Products Division egg breaking plants are
subject to continuous on-site USDA inspection. All other subsidiary plants are
subject to periodic USDA inspections.
Crystal Farms' cheese and butter products and Kohler's mix products are affected
by milk price supports established by the USDA. The support price serves as an
artificial minimum price for these products, which may not be indicative of
market conditions that would prevail if such supports were abolished.
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All of the Company's divisions must also comply with federal, state and local
waste disposal requirements. Waldbaum disposes of chicken waste primarily to
farmers for use as fertilizer. Northern Star disposes of solid waste from potato
processing by selling the solid waste to a processor who converts it to animal
feed and disposes of effluent under a waste discharge permit issued by the
Minneapolis-St. Paul Metropolitan Waste Control Commission. Farm Fresh holds a
permit with the Los Angeles County Sanitation District to discharge industrial
waste into the Sanitation District's sewage system. Waldbaum and Papetti's have
permits to discharge waste products into available sewer systems and maintain
discharge ponds for certain wastes.
In February 1999, Kohler Mix Specialties, Inc. initiated a recall of certain
cartoned dairy products produced at its facility in White Bear Lake, Minnesota.
The plant's carton packaging room was reopened on February 17, 1999 after
cleaning, inspecting and retraining. The Company worked closely with the
Minnesota Department of Agriculture and the United States Food and Drug
Administration in connection with the dairy product recall and the resumption of
carton-filling processes.
EMPLOYEES
The Company employed approximately 4,530 employees at December 31, 1999. Of this
total, the Egg Products Division employed approximately 2,900 full-time and 400
part-time employees. The Refrigerated Distribution Division employed
approximately 430 employees, none of whom are represented by a union. The Dairy
Products Division employed approximately 250 people, of which the Milk Drivers
and Dairy Employees Union represented approximately 70 of its production
personnel at the Minnesota facility. The Potato Products Division employed
approximately 300 employees, of whom approximately 200 are represented by the
Bakery, Laundry, Allied Sales Drivers and Warehousemen Union affiliated with the
Teamsters. The Michael Foods Corporate, Sales, Distribution and Customer
Service, and Information Systems groups collectively employed approximately 250
people at December 31, 1999.
EXECUTIVE OFFICERS OF THE REGISTRANT
Officer
Name Age Position Since
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Gregg A. Ostrander 47 President and Chief Executive Officer 1993
Jeffrey M. Shapiro 52 Executive Vice President and Secretary 1987
John D. Reedy 54 Executive Vice President, Chief Financial Officer and 1988
Treasurer
Mark D. Witmer 42 Assistant Treasurer 1995
James D. Clarkson 47 President - Northern Star and Kohler 1995
Bill L. Goucher 53 President - Waldbaum 1993
Arthur N. Papetti 68 President - Papetti's 1997
Norman A. Rodriguez 57 President - Crystal Farms 1989
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ITEM 2 - PROPERTIES
FACILITIES
Corporate
The Company maintains leased space for its headquarters, customer service
office, sales office and information services group in suburban Minneapolis,
Minnesota.
Egg Products Division
The following table summarizes certain information concerning the Egg Products
Division's principal facilities:
Owned/
Location Principal Use Approx. Sq. Ft. Leased
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Elizabeth, NJ Processing 75,000 Leased
Elizabeth, NJ Processing 125,000 Leased
Elizabeth, NJ Sales and Distribution 80,000 Leased
Klingerstown, PA Processing and Distribution 139,000 Leased
Klingerstown, PA Processing and Distribution 19,000 Leased
Kansas City, MO Processing 63,000 Owned
Lenox, IA Processing and Distribution 143,000 Owned
Gaylord, MN Processing and Distribution 190,000 Owned
LeSueur, MN Processing 29,000 Owned
Wakefield, NE Processing and Distribution 380,000 Owned
Bloomfield, NE Processing and Distribution 80,000 Owned
Gaylord, MN Egg Production 349,000 Owned
Gaylord, MN Pullet Houses 130,000 Owned
LeSueur, MN Egg Production 345,000 Owned
Wakefield, NE Pullet Houses 432,000 Owned
Wakefield, NE Egg Production 658,000 Owned
Plainview, NE Pullet Houses 112,000 Owned
Bloomfield, NE Egg Production 619,000 Owned
The Division leases office space for its headquarters, financial and
administrative services staff in suburban Minneapolis and owns or leases,
primarily for egg production operations, approximately 1,600 acres of land in
Nebraska and Minnesota.
Refrigerated Distribution Division
Crystal Farms leases administrative and sales offices in suburban Minneapolis
and several small warehouses across the U. S., and owns a 33,000 square foot
distribution center located near LeSueur, Minnesota. The Division also owns and
operates a 48,200 square foot refrigerated warehouse and a 19,000 square foot
cheese packaging facility on a 19 acre site in Lake Mills, Wisconsin.
Dairy Products Division
Kohler's facilities in White Bear Lake, Minnesota consist of three owned
buildings, with the main plant containing approximately 95,000 square feet.
Kohler also leases two UHT dairy plants. The plant in Sulphur Springs, Texas
comprises approximately 40,000 square feet and the plant in Newington,
Connecticut comprises approximately 70,000 square feet.
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Potato Products Division
Northern Star owns a processing plant and land located in Minneapolis,
Minnesota, consisting of approximately 175,000 square feet of production area.
Farm Fresh leases five buildings in Bell Gardens, California, comprising
approximately 28,600 square feet.
Management believes that the facilities of the Company, together with budgeted
capital projects in each of its four operating divisions, are adequate to meet
the Company's anticipated requirements for its current lines of business over
the foreseeable future.
NEBRASKA CONSTITUTIONAL PROVISION
A substantial portion of the egg production operations of Waldbaum are located
in the State of Nebraska. With certain exceptions, a provision of the Nebraska
constitution generally prohibits corporations from engaging in farming or
ranching in Nebraska. Although the constitutional provision contains an
exemption for agricultural land operated by a corporation for the purpose of
raising poultry, the Nebraska Attorney General has, in written opinions, taken
the position that facilities devoted primarily to the production of eggs do not
fall within such exemption and therefore are subject to the restrictions
contained in the constitutional provision. The Company believes that the egg
production facilities of Waldbaum are part of Waldbaum's integrated facilities
for the production, processing and distribution of egg products, and therefore,
that any agricultural land presently owned by Waldbaum is being used for
non-farming and non-ranching purposes.
The constitution empowers the Nebraska Attorney General, or if the Attorney
General fails to act, a Nebraska citizen, to obtain a court order to, among
other things, force divestiture of land held in violation of the constitutional
provision. If land subject to such a court order is not divested within a
two-year period, the constitutional provision directs the court to declare the
land escheated to the State of Nebraska. The Company is not aware of any
proceedings under such constitutional provision pending or threatened against
either Waldbaum or the Company. Until the scope of such provision has been
clarified by further judicial, legislative, or executive action, there can be no
assurance as to the effect, if any, that it may have on the business of Waldbaum
or the Company.
ITEM 3 - LEGAL PROCEEDINGS
Four patents for ultrapasteurizing liquid eggs licensed by the Company from
North Carolina State University ("NCSU") (see "Proprietary Technologies") are
presently involved in proceedings before the United States Patent and Trademark
Office ("PTO"). In the first commenced proceeding, a reissue proceeding
initiated by NCSU to obtain product claims in addition to existing process
claims, the objections of an examiner, which had been sustained by the PTO Board
of Patent Appeals and Interferences, were reversed by the Court of Appeals for
the Federal Circuit. Subsequently, all four patents were involved in
reexamination proceedings in the PTO as requested by various egg industry
competitors of the Company (see below). In addition, a second reissue proceeding
was initiated by the Company with respect to the patent in which product claims
were sought and, in this reissue proceeding, both process and product claims
were reexamined for patentability.
In 1996, the examiner rejected claims under the four patents held by NCSU. NCSU
and the Company appealed the rejection to the PTO's Board of Patent Appeals and
Interferences ("PTO
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Board"). In September 1999, the Company and NCSU received a favorable ruling
whereby the PTO Board reversed the examiner's rejections of 57 process claims
under the patents. Hence, process and product claims of all four patents
continue to be valid and in full force and effect. Counsel advises that the four
patents will be reissued in the near future. Parties that had been infringing
the patents since their original issuance may be liable for damages based upon
their infringement.
On December 31, 1999, the following material litigation was pending with respect
to the Company:
Nulaid Foods, Inc. v. Michael Foods, Inc. and North Carolina State University.
U. S. District Court for the Eastern District of California, Civil Action No.
CIV-S-93-1319WBSJFM. This is an action commenced by Nulaid Foods, Inc. seeking a
declaratory judgment that patents, which are subject to a license between the
Company and NCSU, are invalid. The Company and NCSU have counterclaimed for
infringement of the patents by the plaintiff. Further proceedings in this
litigation are stayed pending reissuance of the patents by the PTO as described
above.
The Company is also engaged in routine litigation incidental to its business,
which management believes will not have a material effect on its consolidated
financial position, liquidity, or results of operations.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Pursuant to General Instruction G(2), information is incorporated by reference
to "Market Price Ranges" and "Listing" on the inside back cover of the Company's
1999 Annual Report to Shareholders (see Exhibit 13.1).
ITEM 6 - SELECTED FINANCIAL DATA
Pursuant to General Instruction G(2), information is incorporated by reference
to "Summary of Consolidated Financial Data" on page 26 of the Company's 1999
Annual Report to Shareholders (see Exhibit 13.1).
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Pursuant to General Instruction G(2), information is incorporated by reference
to "Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 12 - 15 of the Company's 1999 Annual Report to Shareholders
(see Exhibit 13.1).
11
12
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to General Instruction G(2), information is incorporated by reference
to "Management's Discussion and Analysis of Financial Condition and Results of
Operations, Market Risk" on page 15 of the Company's 1999 Annual Report to
Shareholders (see Exhibit 13.1).
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pursuant to General Instruction G (2), information is incorporated by reference
to "Report of Independent Certified Public Accountants" and "Consolidated
Financial Statements of Michael Foods, Inc." on pages 16 - 25, and "Quarterly
Financial Data (Unaudited)" on page 27, of the Company's 1999 Annual Report to
Shareholders (see Exhibit 13.1).
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3), information is incorporated by reference
to "Election of Directors" in the Proxy Statement of the Company to be filed
with the Securities and Exchange Commission on or about March 27, 2000. For
information with respect to executive officers, reference is made to Part I,
Item 1 of this Report on Form 10-K.
ITEM 11 - EXECUTIVE COMPENSATION
Pursuant to General Instruction G (3), information is incorporated by reference
to "Executive Compensation" in the Proxy Statement of the Company to be filed
with the Securities and Exchange Commission on or about March 27, 2000.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Pursuant to General Instruction G(3), information is incorporated by reference
to "Security Ownership" in the Proxy Statement of the Company to be filed with
the Securities and Exchange Commission on or about March 27, 2000.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to General Instruction G(3), information is incorporated by reference
to "Election of Directors", "Certain Relationships and Related Party
Transactions", and "Security Ownership" in the Proxy Statement of the Company to
be filed with the Securities and Exchange Commission on or about March 27, 2000.
12
13
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as a part of this report:
1. The following consolidated financial statements of the Company, included in
the 1999 Annual Report to Shareholders, are incorporated by reference in Item 8
and are also incorporated herein by reference (see Exhibit 13.1):
Consolidated balance sheets - December 31, 1999 and 1998
Consolidated statements of earnings - Years ended December 31, 1999,
1998 and 1997
Consolidated statements of shareholders' equity - Years ended
December 31, 1999, 1998 and 1997
Consolidated statements of cash flows - Years ended December 31, 1999,
1998 and 1997
Notes to consolidated financial statements
Report of Independent Certified Public Accountants
2. Consolidated Financial Statement Schedules
Description
Report of Independent Certified Public Accountants on Schedule (see
Item 14 (d))
Schedule II - Valuation and Qualifying Accounts (see Item 14(d))
All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the
consolidated financial statements and/or notes filed under Exhibit
13.1.
3. Exhibits
Reference is made to Item 14 (c), footnote (7) for exhibits filed with
this form.
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the fourth quarter of 1999.
(c) Exhibits and Exhibit Index
Exhibit
No. Description
3.1 Amended and Restated Articles of Incorporation of the Company dated
February 28, 1997. (1)
3.2 Amended and Restated Bylaws of the Company as of March 4, 1999. (5)
4.1 Form of Common Stock Certificate. (1)
13
14
10.2* Michael Foods, Inc. 1987 Non-Qualified Stock Option Plan and
Non-Qualified Stock Option Agreement (filed as Exhibit 10.16 to Michael
Foods, Inc., a Delaware corporation's Registration Statement on Form S-1
Registration No. 33-12949 and incorporated herein by reference). (1)
10.3* Form of Michael Foods, Inc. Director Stock Option Agreement (filed as
Exhibit 10.25 to Michael Foods, Inc., a Delaware corporation's
Registration Statement on Form S-1 Registration No. 33-12949 and
incorporated herein by reference). (1)
10.5 Loan Agreement and Promissory Note between Metropolitan Life Insurance
Company and Michael Foods, Inc., dated December 1, 1989 (filed as
Exhibit 10.43 to Michael Foods, Inc., a Delaware corporation's Annual
Report on Form 10-K for the year ended December 31, 1989 and
incorporated herein by reference). (1)
10.6* Amendment to Michael Foods, Inc. Incentive and Non-Qualified Stock
Option Plans, dated November 21, 1989 (filed as Exhibit 4.6 to Michael
Foods, Inc., a Delaware corporation's Registration Statement on Form S-8
effective November 21, 1989, Registration No. 33-31914 and incorporated
herein by reference). (1)
10.7 License Agreement between Michael Foods, Inc. and North Carolina State
University, dated November 28, 1989 (filed as Exhibit 10.56 to Michael
Foods, Inc., a Delaware corporation's Annual Report on Form 10-K for the
year ended December 31, 1990 and incorporated herein by reference). (1)
10.8 Amendment dated December 18, 1996 to License Agreement between Michael
Foods, Inc., a Delaware corporation, and North Carolina State
University, dated November 28, 1989. (1)
10.9* Severance Plan for Eligible Employees of Michael Foods, Inc. and its
Subsidiaries (incorporated by reference from the Michael Foods, Inc., a
Delaware corporation's Form 8, Amendment No. 1 to Report on Form 10-K
for the year ended December 31, 1990). (1)
10.10 First Amendment to December 1, 1989 Loan Agreement and Promissory Note
between Michael Foods, Inc. and Metropolitan Life Insurance Company,
dated October 14, 1992 (filed as Exhibit 10.67 to Michael Foods, Inc., a
Delaware corporation's Annual Report on Form 10-K for the year ended
December 31, 1992 and incorporated herein by reference). (1)
10.11* Amendment to the Michael Foods, Inc. Non-Qualified Stock Option Plan
(filed as Exhibit 4.7 to the Michael Foods, Inc., a Delaware
corporation's Registration Statement on Form S-8 effective June 9, 1993
Registration No. 33-64078 and incorporated by reference). (1)
10.12* Stock Option Plan for Non-Employee Directors (filed as Exhibit 4.1 to
the Michael Foods, Inc., a Delaware corporation's Registration Statement
on Form S-8 effective June 9, 1993 Registration No. 33-64076 and
incorporated herein by reference). (1)
10.13* Michael Foods, Inc. 1994 Executive Incentive Plan (filed as Exhibit
10.76 to Michael Foods, Inc., a Delaware corporation's Annual Report on
Form 10-K for the year ended December 31, 1993 and incorporated herein
by reference). (1)
10.14* Michael Foods, Inc. 1994 Executive Performance Stock Award Plan (filed
as Exhibit 10.77 to Michael Foods, Inc., a Delaware corporation's Annual
Report on Form 10-K for the year ended December 31, 1993 and
incorporated herein by reference). (1)
14
15
10.16 Second Amendment to December 1, 1989 Loan Agreement and Promissory Note
between Michael Foods, Inc. and Metropolitan Life Insurance Company,
dated February 23, 1994 (filed as Exhibit 10.81 to Michael Foods, Inc.,
a Delaware corporation's Annual Report on Form 10-K for the year ended
December 31, 1993 and incorporated herein by reference). (1) 10.17*
Michael Foods, Inc. Employee Stock Purchase Plan (filed as Exhibit 10.88
to Michael Foods, Inc., a Delaware corporation's Annual Report on Form
10-K for the year ended December 31, 1994 and incorporated herein by
reference). (1)
10.25* Michael Foods, Inc. 1994 Executive Incentive Plan, as Amended Effective
January 1, 1996 (filed as Exhibit 10.98 to Michael Foods, Inc., a
Delaware corporation's Annual Report on Form 10-K for the year ended
December 31, 1995 and incorporated herein by reference). (1)
10.37* Form of Employment Agreement between Michael Foods, Inc., a Delaware
corporation and Arthur J. Papetti dated February 26, 1997. (2)
10.39 Form of Loan Agreement dated as of February 26, 1997 between Michael
Foods, Inc., a Delaware corporation and various Lenders with regard to
$125,000,000 of 7.58% Senior Notes due February 26, 2009, including
form of Note and Novation and Assumption Agreement. (1)
10.40 Form of Amendment Agreement dated as of February 26, 1997 between
Michael Foods, Inc., a Delaware corporation and Metropolitan Life
Insurance Company regarding up to $50,000,000 of 9.5% Senior Notes due
December 1, 1999, including form of Note and Novation and Assumption
Agreement. (1)
10.41 Form of Revolving Loan Agreement dated as of February 28, 1997 among
Michael Foods, Inc., a Delaware corporation, the Listed Banks and Bank
of America National Trust, including exhibits. (1)
10.42* Form of Employment Agreement between Michael Foods, Inc., a Delaware
corporation and Stephen Papetti dated February 26, 1997. (2)
10.43* Form of Employment Agreement between Michael Foods, Inc., a Delaware
corporation and Arthur N. Papetti dated February 26, 1997. (1)
10.44 Lease by and between ASA Company, as Landlord and Michael Foods, Inc., a
Delaware corporation as Tenant dated February 26, 1997. (1)
10.45 Lease by and between Rechsteiner/Papetti, et al., as Landlord and
Michael Foods, Inc., a Delaware corporation as Tenant dated February 26,
1997. (1)
10.46 Lease by and between Jersey Pride Urban Renewal, as Landlord and Michael
Foods, Inc., a Delaware corporation as Tenant dated February 26, 1997.
(1)
10.47 Lease by and between Papetti Holding Company, as Landlord and Michael
Foods, Inc., a Delaware corporation as Tenant dated February 26, 1997.
(1)
10.48 Lease by and between Papetti Holding Company, as Landlord and Michael
Foods, Inc., a Delaware corporation as Tenant dated February 26, 1997.
(1)
10.49 Lease by and between Papetti Holding Company, Jack Bernstein, Sherwood
Weiser and Estate of David Levinson, as Landlord and Michael Foods,
Inc., a Delaware corporation as Tenant dated February 26, 1997. (1)
10.50 Lease by and between A & A Urban Renewal, as Landlord and Michael Foods,
Inc., a Delaware corporation as Tenant dated February 26, 1997. (1)
15
16
10.51* Resolution adopted by the Board of Directors on May 12, 1998, amending
the Severance Plan for Eligible Employees of Michael Foods, Inc. and
Subsidiaries and extending its termination date for one additional year.
(5)
10.53* Amended and Restated Employment Agreement between Michael Foods, Inc.,
and Gregg A. Ostrander, dated December 31, 1997. (3)
10.54* Amended and Restated Employment Agreement between Michael Foods, Inc.
and Jeffrey M. Shapiro, dated October 31, 1997. (3) 10.58* Amended and
Restated Employment Agreement between Michael Foods, Inc. and John D.
Reedy, dated October 31, 1997. (3)
10.60* Michael Foods, Inc. 1997 Stock Incentive Plan (4)
10.61 Sublicense Agreement between R & P Liquid Egg Technology Limited
Partnership and Papetti's Hygrade Egg Products, Inc., dated December 31,
1993. (3)
10.62 Assignment and Acceptance Agreement between Bank of America National
Trust & Savings Association and Summit Bank dated November 20, 1997. (3)
10.63 Amendment No. 3 to the Agreement and Plan of Reorganization By and Among
Michael Foods, Inc. and Papetti's Hygrade Egg Products, Inc., et. al.,
dated February 25, 1998. (3)
10.64* Michael Foods, Inc. 1994 Executive Incentive Plan, as Amended Effective
January 1, 1999. (5)
10.70* Severance Plan for Eligible Employees of Michael Foods, Inc. and its
Subsidiaries, revised August 8, 1999. (6)
10.71* Employment Agreement between Michael Foods, Inc., and Gregg A.
Ostrander, dated as of July 15, 1999. (6)
10.72* Employment Agreement between Michael Foods, Inc. and Jeffrey M. Shapiro,
dated as of July 15, 1999. (6)
10.73* Employment Agreement between Michael Foods, Inc. and John D. Reedy,
dated as of July 15, 1999. (6)
10.74* Employment Agreement between Michael Foods, Inc. and Bill L. Goucher,
dated as of August 6, 1999. (6)
10.75* Employment Agreement between Michael Foods, Inc. and J. D. Clarkson,
dated as of August 6, 1999. (6)
10.76* Employment Agreement between Michael Foods, Inc. and Norman A.
Rodriguez, dated as of August 6, 1999. (6)
10.77 Amendment to the Shareholder Agreement By and Among Michael Foods, Inc.
and Certain Shareholders and Selling Shareholders of Papetti's Hygrade
Egg Products, Inc., et. al., dated as of February 25, 2000. (7)
13.1 1999 Annual Report to Shareholders (7)
21.1 Schedule of Michael Foods, Inc. Subsidiaries (7)
23.1 Consent of Independent Certified Public Accountants-- Grant Thornton LLP
(7)
27.1 Financial Data Schedule (7)
* Management Contract or Compensation Plan Arrangement
(1) Incorporated by reference from the Company's Report on Form 8-K filed March
13, 1997.
16
17
(2) Incorporated by reference from the Company's Report on Form 10-K for the
year ended December 31, 1996, filed March 28, 1997.
(3) Incorporated by reference from the Company's Report on Form 10-K for the
year ended December 31, 1997, filed March 31, 1998.
(4) Incorporated by reference from the Company's Form S-8 filed effective March
25, 1997, Registration No. 333-23949.
(5) Incorporated by reference from the Company's Report on Form 10-K for the
year ended December 31, 1998, filed March 25, 1999.
(6) Incorporated by reference from the Company's Report on Form 10-Q for the
quarterly period ended September 30, 1999, filed November 15, 1999.
(7) Filed as an exhibit to this Form 10-K.
17
18
(d) Schedule
SCHEDULE II
MICHAEL FOODS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
- ----------------------------- ----------------- ----------------------------------- ---------------- -----------------
Col. A Col. B Col. C Col. D Col. E
- ----------------------------- ----------------- ----------------------------------- ---------------- -----------------
Additions
-----------------------------------
(2)
(1) Charges to
Balance at Charged to Other Balance at
Beginning of Costs and Accounts- Deductions- End of
Description Period Expenses Describe (a) Describe (b) Period
- ----------------------------- ----------------- ----------------- ----------------- ---------------- -----------------
Allowance for
Doubtful Accounts
For the Year Ended
December 31, 1997: $898,000 $749,000 $658,000 $557,000 $1,748,000
For the Year Ended
December 31, 1998: $1,748,000 $861,000 $0 $484,000 $2,125,000
For the Year Ended
December 31, 1999: $2,125,000 $504,000 $0 $578,000 $2,051,000
- ---------------------------------------------------
(a) Balance acquired as it relates to the Papetti's acquisition
(b) Write-offs of accounts deemed uncollectible
- --------------------------------------------------------------------------------
Report of Independent Certified Public Accountants on Schedule
Board of Directors
Michael Foods, Inc.
In connection with our audit of the consolidated financial statements of Michael
Foods, Inc. and subsidiaries referred to in our report dated February 11, 2000,
which is included in the Michael Foods, Inc. 1999 Annual Report to Shareholders
and incorporated by reference in Part II of this form, we have also audited
Schedule II for each of the three years in the period ended December 31, 1999.
In our opinion, this schedule presents fairly, in all material respects, the
information required to be set forth therein.
/s/GRANT THORNTON LLP
Minneapolis, Minnesota
February 11, 2000
18
19
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.
Date: March 29, 2000 By: /s/ Gregg A. Ostrander
----------------------
Gregg A. Ostrander
(President and Chief Executive Officer)
Date: March 29, 2000 By: /s/ John D. Reedy
-----------------
John D. Reedy
(Vice-President-Finance, Treasurer, Chief Financial
Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
/s/ Arvid C. Knudtson March 29, 2000
- ---------------------
Arvid C. Knudtson
(Chairman of the Board)
/s/ Gregg A. Ostrander March 29, 2000
- ----------------------
Gregg A. Ostrander (Director,
President & Chief Executive Officer)
/s/ Maureen B. Bellantoni March 29, 2000
- -------------------------
Maureen B. Bellantoni (Director)
/s/ Richard A. Coonrod March 29, 2000
- ----------------------
Richard A. Coonrod (Director)
/s/ Daniel P. Dillon March 29, 2000
- --------------------
Daniel P. Dillon (Director)
/s/ Jerome J. Jenko March 29, 2000
- -------------------
Jerome J. Jenko (Director)
/s/ Joseph D. Marshburn March 29, 2000
- -----------------------
Joseph D. Marshburn (Director)
/s/ Jeffrey J. Michael March 29, 2000
- ----------------------
Jeffrey J. Michael (Director)
/s/ Margaret D. Moore March 29, 2000
- ---------------------
Margaret D. Moore (Director)
/s/ Arthur J. Papetti March 29, 2000
- ---------------------
Arthur J. Papetti (Director)
19
20
/s/ Stephen T. Papetti March 29, 2000
- ----------------------
Stephen T. Papetti (Director)
20
21
EXHIBIT INDEX
Exhibit
No.
10.77 Amendment to the Shareholder Agreement By and Among Michael Foods, Inc.
and Certain Shareholders and Selling Shareholders of Papetti's Hygrade
Egg Products, Inc., et. al., dated as of February 25, 2000
13.1 1999 Annual Report to Shareholders
21.1 Schedule of Michael Foods, Inc. Subsidiaries
23.1 Consent of Independent Certified Public Accountants -- Grant Thornton
LLP
27.1 Financial Data Schedule
21