Overhill Farms, Inc. (NYSE Amex: OFI) today reported net income of $974,400, or $0.06 per basic and diluted common share, on net revenues of $50.2 million, for the second quarter of fiscal 2012, which ended April 1, 2012. This compares to net income of $1.52 million, or $0.10 per basic and $0.09 per diluted common share, on net revenues of $40.5 million for the second quarter of fiscal 2011, which ended April 3, 2011.

James Rudis, Chairman and Chief Executive Officer of Overhill Farms, said, "We are pleased to be able to report an increase in revenues, primarily a result of increased sales in both our foodservice and retail sectors, including sales of the Boston Market line. Our net income reflects the continuing very challenging conditions in the market, which include the high cost of freight and energy, increases in commodity prices, and strong price competition in the retail segment."

Mr. Rudis noted that higher freight costs, including those for shipments of Boston Market products, accounted for a major portion of the decrease in gross profit margins for the most recent fiscal quarter compared to prior-year second quarter levels. He said the Company has undertaken several initiatives to mitigate freight costs, including rebidding its freight arrangements and evaluating alternative distribution strategies.

The Boston Market line was profitable during the most recent fiscal quarter, Mr. Rudis said, reflecting the normalization of manufacturing and marketing expenses from the above-normal levels during the startup phase of the line during the prior quarter.

"We have identified significant potential near-term savings in production and marketing expenses of the Boston Market line, and believe there is room for us to achieve more," Mr. Rudis said.

Mr. Rudis noted that strong retail and foodservice sales reflect the Company's successful efforts to offset the effects of a difficult economy. In addition, he said, commodity prices appear to have peaked, which would reduce pressure on margins. Also, he said, the Company is actively pursuing product development activities for new and existing customers.

The Company did not purchase any of its stock during the second fiscal quarter of 2012 under a previously announced share buyback program, based on the Company's possession of potentially material nonpublic information. There is no certainty that the events giving rise to the potentially material nonpublic information will in fact occur.

Net revenues for the second quarter of fiscal 2012 increased by $9.7 million, or 24.0%, from year-earlier second quarter levels, due primarily to net revenues of $8.7 million in sales of the Company's portion of Boston Market products and higher foodservice sales volume.

By customer category, retail net revenues increased by $5.7 million, or 21.4%, to $32.3 million for the second quarter of fiscal year 2012, from $26.6 million for the second quarter of fiscal year 2011. The increase in retail net revenues was primarily due to sales of the Company's portion of Boston Market products of $8.7 million. This was partially offset by reduced sales to Jenny Craig, Inc. of $3.7 million.

As previously announced, the Company entered into a co-manufacturing, sales and distribution agreement with Bellisio Foods, Inc., for the Boston Market line. This includes the production of Boston Market products to serve retailers in the Eastern half of the United States.

Foodservice net revenues increased by $4.3 million, or 35.8%, to $16.3 million for the second quarter of fiscal year 2012, from $12.0 million for the second quarter of fiscal year 2011, due primarily to increased sales volume to Panda Restaurant Group of $4.5 million. The Company continues to increase its sales efforts in this category, and believes that foodservice represents a significant opportunity in 2012 and beyond.

Airline net revenues decreased by $352,000, or 18.5%, to $1.6 million for the second quarter of fiscal year 2012, from $1.9 million for the second quarter of fiscal year 2011, due to continuing airline industry initiatives to cut costs. In future quarters, the Company said, it will include airline revenues in foodservice net revenues.

Gross profit for the second quarter of fiscal year 2012 increased by $172,000, or 3.8%, to $4.7 million for the second quarter of fiscal year 2012 from $4.5 million for the second quarter of fiscal year 2011.

Gross margin decreased to 9.4% of net sales for the second quarter of fiscal year 2012 from 11.1% for the second quarter of fiscal year 2011, due largely to higher freight and raw material costs and slightly higher labor costs.

Selling, General and Administrative Expenses increased by $1.1 million, or 55.0%, to $3.1 million for the second quarter of fiscal year 2012 from $2.0 million for the second quarter of fiscal year 2011. The increase was due primarily to higher brokerage, royalty and marketing expenses related to the Boston Market brand, which totaled $856,000 for the second quarter of fiscal year 2012.

Operating income for the second quarter of fiscal year 2012 decreased by $870,000, or 34.8%, to $1.6 million (3.2% of net revenues) from $2.5 million (6.2% of net revenues) for the second quarter of fiscal year 2011. The decrease in operating income was the result of lower gross margin and higher SG&A expenses as noted above.

For the six month period ended April 1, 2012 (a 26 week period), the Company reported net revenues of $97.7 million, an increase of $12.4 million or 14.5% from the $85.3 million reported for the first six months of fiscal year 2011 (a 27 week period). The higher net revenues were due to increases in retail and foodservice net revenues partially offset by decrease in airline net revenues.

Operating income for the first six months of fiscal year 2012 decreased by $1.7 million, or 32.7%, to $3.5 million from $5.2 million for the first six months of fiscal year 2011. The decrease in operating income was the result of decreased gross profit and higher SG&A expenses as noted above.

Net income for the first six months of fiscal year 2012 was $2.1 million, or $0.13 per basic and diluted share, compared to net income of $3.1 million, or $0.20 per basic and diluted share, for the first six months of fiscal year 2011.

Conference Call

Overhill Farms will host a conference call on May 9, 2012, at 8:00 a.m. PDT (11:00 a.m. EDT). Shareholders and investment professionals can participate by dialing 877-407-9210. A webcast of accompanying slides will be at www.InvestorCalendar.com/IC/CEPage.asp?ID=168406.

About Overhill Farms

Overhill Farms, Inc. (www.OverhillFarms.com) is a value-added supplier of custom high quality prepared frozen foods for branded retail, private label foodservice and airline customers. Its product line includes entrées, plated meals, bulk-packed meal components, pastas, soups, sauces, poultry, meat and fish specialties, as well as organic and vegetarian offerings. The Company's capabilities give its customers a one-stop solution for new product development, precise replication of existing recipes, product manufacturing and packaging. Its customers include prominent nationally recognized names such as Panda Restaurant Group, Inc., Jenny Craig, Inc., Safeway Inc., Target Corporation, Pinnacle Foods Group LLC, and American Airlines, Inc. The Company also sells frozen foods under the Boston Market brand, under exclusive license with Boston Market Corporation.

This news release contains disclosures that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations or beliefs and include, but are not limited to, statements about the Company's operations and financial performance and condition and statements regarding expectations of continued, increased or improved sales volumes and revenues, margins, profitability, production efficiencies and expansions, brokerage, freight, commodity and promotional expenses and/or savings, cash flows and growth, anticipated amounts and timing of growth in the Company's customer base and business in the foodservice and retail market sectors, revenue growth from new customers and as a result of additional business from existing customers, expectations concerning our Boston Market line, the results of test marketing of new products, implementation of a stock repurchase program, contemplated or potential acquisitions or similar transactions and general economic pressures. For this purpose, statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, or which include words such as "continue," "efforts," "expects," "anticipates," "intends," "plans," "believes," "estimates," "projects," "forecasts," "strategy," "will," "potential," "may," "goal," "target," "prospects," "optimistic," "confident," "likely," "probable," "hope," "should," "growth," "opportunities" or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), on-going business strategies or prospects, and possible future company actions, which may be provided by management, are also forward-looking statements. We caution that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others: the Company's and other parties' ability to satisfy conditions precedent to proposed acquisitions or similar transactions, including, without limitation, obtaining any applicable regulatory and stockholder approvals, the impact of competitive products and pricing; fulfillment by suppliers of existing raw material contracts; market conditions that may affect the costs and/or availability of raw materials and the Company's ability to obtain favorable long-term purchase commitments for raw materials, and of fuels, energy, logistics and labor as well as the market for the Company's products, including customers' ability to pay and consumer demand; changes in business environment, including actions of competitors and changes in customer preferences, as well as disruptions to customers' businesses; certifications obtained by competitors; seasonality in the retail category; blackout periods and other factors that may limit the Company's ability to repurchase shares under a stock repurchase program; loss of key customers due to competitive environment or production being moved in-house by customers; natural disasters that can impact, among other things, costs of fuel and raw materials; the occurrence of acts of terrorism, such as the events of September 11, 2001, or acts of war; changes in governmental laws and regulations; change in control due to takeover or other significant changes in ownership; financial viability and resulting effect on revenues and collectability of accounts receivable of customers during deep recessionary periods; ability to obtain additional financing as and when needed, and rising costs of credit that may be associated with new borrowings; voluntary or government-mandated food recalls; and other factors as may be discussed in the Company's Annual Report on Form 10-K for the year ended October 2, 2011, Quarterly Report on Form 10-Q for the quarter ended April 1, 2012 and other reports filed with the Securities and Exchange Commission.


                            OVERHILL FARMS, INC.

                      CONDENSED SUMMARY OF OPERATIONS
                                (Unaudited)

                                                     For the Quarter Ended
                                                   ------------------------
                                                     April 1,     April 3,
                                                       2012         2011
                                                   -----------  -----------

Net revenues                                       $50,201,781  $40,539,552
Cost of sales                                       45,498,635   36,008,722
                                                   -----------  -----------
Gross profit                                         4,703,146    4,530,830
Selling, general and administrative expenses         3,081,145    2,039,032
                                                   -----------  -----------
Operating income                                     1,622,001    2,491,798
Total interest expense                                 (77,784)     (80,024)
                                                   -----------  -----------
Income before income tax expense                     1,544,217    2,411,774
Income tax expense                                     569,816      889,945
                                                   -----------  -----------
Net income                                         $   974,401  $ 1,521,829
                                                   ===========  ===========

Net income per common share - basic                $      0.06  $      0.10
                                                   ===========  ===========
Net income per common share - diluted              $      0.06  $      0.09
                                                   ===========  ===========

Shares used in computing net income per common
 share, basic                                       15,823,271   15,823,271
Weighted average common shares outstanding          16,023,073   16,061,133




                            OVERHILL FARMS, INC.

                      CONDENSED SUMMARY OF OPERATIONS
                                (Unaudited)

                                                   For the Six Months Ended
                                                   ------------------------
                                                     April 1,     April 3,
                                                       2012         2011
                                                   -----------  -----------

Net revenues                                       $97,711,491  $85,301,010
Cost of sales                                       88,323,265   75,799,756
                                                   -----------  -----------
Gross profit                                         9,388,226    9,501,254
Selling, general and administrative expenses         5,895,896    4,313,921
                                                   -----------  -----------
Operating income                                     3,492,330    5,187,333
Total interest expense                                (174,154)    (171,834)
                                                   -----------  -----------

Income before income tax expense                     3,318,176    5,015,499
Income tax expense                                   1,223,783    1,884,567
                                                   -----------  -----------
Net income                                         $ 2,094,393  $ 3,130,932
                                                   ===========  ===========

Net income per common share - basic                $      0.13  $      0.20
                                                   ===========  ===========
Net income per common share - diluted              $      0.13  $      0.20
                                                   ===========  ===========

Shares used in computing net income per common
 share, basic                                       15,823,271   15,823,271
Weighted average common shares outstanding          16,016,226   16,053,629


Contacts: James Rudis Chairman, President and CEO Overhill Farms, Inc. 323-582-9977 Alexander Auerbach Auerbach & Co. Public Relations 1-800-871-2583 Email Contact

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