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Filing tables
Filing exhibits
- S-4 Registration of securities issued in business combination transactions
- 3.1 Amended and Restated Certificate of Incorporation of Michael Foods Group, Inc.
- 3.2 Amended and Restated Bylaws of Michael Foods Group, Inc.
- 3.3 Articles of Incorporation of Abbotsford Farms, Inc.
- 3.4 Amended and Restated Bylaws of Abbotsford Farms, Inc.
- 3.5 Articles of Incorporation of Casa Trucking, Inc.
- 3.6 Amended and Restated Bylaws of Casa Trucking, Inc.
- 3.7 Articles of Incorporation of Crystal Farms Refrigerated Distribution Company
- 3.8 Amended and Restated Bylaws of Crystal Farms Refrigerated Distribution Company
- 3.9 Articles of Incorporation of Farm Fresh Foods, Inc.
- 3.10 Bylaws of Farm Fresh Foods, Inc.
- 3.11 Certificate of Formation of Mfi Food Asia, LLC
- 3.12 Limited Liability Company Agreement of Mfi Food Asia, LLC
- 3.13 Articles of Incorporation of Mfi International, Inc.
- 3.14 Bylaws of Mfi International, Inc.
- 3.15 Amended and Restated Certificate of Incorporation of Michael Foods, Inc.
- 3.16 Bylaws of Michael Foods, Inc.
- 3.17 Amended and Restated Certificate of Incorporation of Michael Foods of Delaware
- 3.18 Bylaws of Michael Foods of Delaware, Inc.
- 3.19 Articles of Amended and Restated Articles of Incorporation of Minnesota Products
- 3.20 Amended and Restated Bylaws of Minnesota Products, Inc.
- 3.21 Amended and Restated Articles of Incorporation of M.G. Waldbaum Company
- 3.22 Amended and Restated Bylaws of M.G. Waldbaum Company
- 3.23 Articles of Amended and Restated Articles of Incorporation of Northern Star Co.
- 3.24 Amended and Restated Bylaws of Northern Star Co.
- 3.25 Articles of Amended and Restated Articles of Incorp of Papettis Hygrade Egg Prod
- 3.26 Amended and Restated Bylaws of Papettis Hygrade Egg Products, Inc.
- 4.1 Indenture, Dated As of June 29, 2010
- 4.2 Exchange and Registration Rights Agreement, Dated June 29, 2010
- 5.1 Opinion of Weil, Gotshal & Manges LLP
- 5.2 Opinion of Carolyn V. Wolski, Vice President, General Counsel and Secretary
- 10.1 Amended and Restated Credit Agreement, Dated As of February 25, 2011
- 10.2 Security Agreement, Dated June 29, 2010
- 10.3 Registration Rights Agreement, Dated As of June 29, 2010
- 10.4 Form of Indemnification Agreement, Dated As of June 29, 2010
- 10.5 Mfi Holding Corporation Equity Incentive Plan
- 10.6 Form of Mfi Holding Corporation Nonqualified Stock Option Agreement
- 10.7 Form of Mfi Holding Corporation Nonqualified Stock Option Agreement
- 10.8 Amended and Restated Employment Agreement
- 10.9 Amended and Restated Employment Agreement
- 10.10 Form of Management Contribution Agreement
- 10.11 Form of Management Subscription Agreement
- 12.1 Statements Re Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of Michael Foods Group, Inc.
- 23.1 Consent of Pricewaterhousecoopers LLP, Independent Auditors
- 25.1 Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939
- 99.1 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies, Nominees
- 99.2 Form of Letter to Clients
- 99.3 Form of Letter of Transmittal
- CORRESP Corresp
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Exhibit 12.1
MICHAEL FOODS GROUP, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In thousands, except ratios)
| Company | Predecessor | |||||||||||||||||||||||
| Six Months | Six Months | |||||||||||||||||||||||
| Ended | Ended | Year ended, | ||||||||||||||||||||||
| January 1, 2011 | June 26, 2010 | January 2, 2010 | January 3, 2009 | December 29, 2007 | December 30, 2006 | |||||||||||||||||||
Earnings: | ||||||||||||||||||||||||
Earnings (loss) before income taxes and equity in losses of unconsolidated subsidiary | $ | 3,256 | $ | (47,989 | ) | $ | 92,862 | $ | 53,916 | $ | 30,320 | $ | 26,653 | |||||||||||
Add: | ||||||||||||||||||||||||
Fixed charges | 53,987 | 32,172 | 62,002 | 58,591 | 68,456 | 71,715 | ||||||||||||||||||
Subtract: | ||||||||||||||||||||||||
Interest capitalized | (86 | ) | (133 | ) | (468 | ) | 0 | (93 | ) | (803 | ) | |||||||||||||
Adjusted Earnings | $ | 57,157 | $ | (15,950 | ) | $ | 154,396 | $ | 112,507 | $ | 98,683 | $ | 97,565 | |||||||||||
Fixed Charges: | ||||||||||||||||||||||||
Interest expensed | $ | 47,289 | $ | 27,799 | $ | 53,728 | $ | 52,708 | $ | 62,046 | $ | 65,332 | ||||||||||||
Interest portion of rentals | 1,001 | 975 | 1,916 | 1,847 | 1,761 | 1,427 | ||||||||||||||||||
Amortization of financing costs | 5,697 | 3,398 | 6,358 | 4,036 | 4,649 | 4,956 | ||||||||||||||||||
| $ | 53,987 | $ | 32,172 | $ | 62,002 | $ | 58,591 | $ | 68,456 | $ | 71,715 | |||||||||||||
Ratio of earnings to fixed charges | 1.06 | (a | ) | 2.49 | 1.92 | 1.44 | 1.36 | |||||||||||||||||
| (a) | For the six month period ended June 26, 2010, our adjusted earnings were insufficient to cover fixed charges, and the deficiency for that period was $48.1 million. |