View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2003
THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Commission File No. 1-9973
Delaware 36-3352497
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1400 Toastmaster Drive, Elgin, Illinois 60120
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone No., including Area Code (847) 741-3300
Item 5. Other Events
On May 6, 2003, The Middleby Corporation issued its quarterly press release
announcing its first quarter results. The press release is attached hereto as
Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release dated May 6, 2003 of The Middleby Corporation.
-1-
SIGNATURE
Pursuant to the requirements 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.
THE MIDDLEBY CORPORATION
----------------------------
(Registrant)
Date May 7, 2003
By: /s/ David B. Baker
----------------------------
David B. Baker
Vice President,
Chief Financial Officer
and Secretary
-2-
Exhibit 99.1
The Middleby Corporation Reports First Quarter Results
ELGIN, Ill.--(BUSINESS WIRE)--May 6, 2003--The Middleby
Corporation (NASDAQ:MIDD), one of the world's leading manufacturers
and marketers of restaurant and foodservice cooking equipment, today
reported net earnings of $2,609,000 or $0.28 per share on net sales of
$54,767,000 for the first quarter ended March 29, 2003 compared with
net earnings of $1,040,000 or $0.12 per share on net sales of
$54,491,000 in the prior year first quarter.
Net sales in the first quarter of 2003 increased by 0.5% over net
sales of the prior year quarter despite the uncertainty in the
economic environment which has caused many customers to defer the
opening of new facilities and the purchases of new cooking equipment.
Gross profit in the first quarter of 2003 was $19,052,000 compared
with $17,893,000 in the first quarter of the prior year. The gross
margin rate in the first quarter of 2003 improved to 34.8% compared
with 32.8% for the prior year first quarter. Operating income
increased to $6,407,000 in the first quarter 2003 from $4,721,000 in
the prior year comparable period. Operating income margins improved to
11.7% compared with 8.7% for the prior year first quarter.
Interest and other non-operating costs amounted to $1,780,000 in
the first quarter of 2003 compared with $2,727,000 in the prior year
quarter. Total debt was reduced during the first quarter by $3,361,000
to $84,601,000 from $87,962,000 at December 28, 2002.
Commenting on the company's performance for the quarter, Selim A.
Bassoul, President and Chief Executive Officer, said, "We believe that
our customer base intends to expand at a greater pace in the future
but that they are waiting for a clearer picture of the economic
outlook before moving forward. We will, in the meantime, continue to
develop energy savings and labor savings equipment that will bring
measurable savings to our customers such as the Energy Management
System(R) on our Middleby Marshall conveyor ovens and our new energy
efficient Solstice(R) platform of Pitco fryers."
Mr. Bassoul continued, "The accretive impact of the Blodgett
acquisition cost savings initiatives that were completed in the first
half of last year along with lower interest costs resulting from the
fourth quarter 2002 debt refinancing and our lower level of debt have
contributed greatly to our 150% increase in first quarter net
earnings. Although we would like to see a more robust top line growth
rate, we are very pleased with our overall first quarter performance
in this difficult economy."
William F. Whitman, Jr., Chairman of the Board, added, "The
integration of the Blodgett acquisition was much more than a financial
success. It significantly broadened our product line offerings, our
customer base and our ability to capitalize on cross selling
opportunities. That acquisition in late December 2001, which cost
Middleby $93 million, more than doubled our sales in 2002 to $229
million and greatly contributed to an almost four fold increase in net
earnings in 2002 to just over $6 million. Looking ahead, we believe
that the momentum that we now have, our ability to continue to operate
cost effectively and our focus on energy and labor savings equipment
will make the current year another successful one."
A conference call will be held on Wednesday afternoon at 4:15 p.m.
Eastern Time on May 7, 2003. You are invited to listen to the call by
calling 1-800-374-0538 and providing password 438562. Analysts and
money managers who may participate in the question and answer portion
of the conference call will be sent an invitation detailing their
separate call-in number. The conference call will also be webcast at
mms://winaudio.mshow.com/105111.asf, which can be accessed via the
Investor Services section of The Middleby Corporation website at
www.middleby.com. Digital replay of the call will be available
approximately one half hour after the completion of the conference
call. The replay may be accessed by calling 1-800-642-1687 and
providing password 438562. A transcript of the call will also be
posted on the Company website.
Statements in this press release or otherwise attributable to the
company regarding the company's business which are not historical fact
are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
The company cautions investors that such statements are estimates of
future performance and are highly dependent upon a variety of
important factors that could cause actual results to differ materially
from such statements. Such factors include variability in financing
costs; quarterly variations in operating results; dependence on key
customers; international exposure; foreign exchange and political
risks affecting international sales; changing market conditions; the
impact of competitive products and pricing; the timely development and
market acceptance of the company's products; the availability and cost
of raw materials; and other risks detailed herein and from
time-to-time in the company's SEC filings.
The Middleby Corporation is a leader in the design, manufacture,
marketing and service of a broad line of equipment used for cooking
and preparation of food in commercial and institutional kitchens and
restaurants throughout the world. The company's leading equipment
brands include Blodgett(R), Blodgett Combi(R), CTX(R), MagiKitch'n(R),
Middleby Marshall(R), Pitco Frialator(R), Southbend(R), and
Toastmaster(R). Middleby's international subsidiary, Middleby
Worldwide, is a leading exporter and distributor of foodservice
equipment in the global marketplace and its international
manufacturing subsidiary, Middleby Philippines Corporation, is a
leading supplier of specialty equipment in the Asian markets.
For further information about Middleby, visit the company's World
Wide Web site, http://www.middleby.com.
THE MIDDLEBY CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in 000's, Except Per Share Information)
(Unaudited)
Three Months Ended
Mar. 29, 2003 Mar. 30, 2002
---------------- ----------------
Net sales $ 54,767 $ 54,491
Cost of sales 35,715 36,598
---------------- ----------------
Gross profit 19,052 17,893
Selling & distribution expense 7,162 7,221
General & administrative expense 5,483 5,951
---------------- ----------------
Income from operations 6,407 4,721
Interest expense and deferred
financing amortization, net 1,714 3,098
Loss (gain) on acquisition financing
derivatives (69) (593)
Other expense (income), net 135 222
---------------- ----------------
Earnings before income taxes 4,627 1,994
Provision for income taxes 2,018 954
---------------- ----------------
Net earnings $ 2,609 $ 1,040
================ ================
Net earnings per share:
Basic $ 0.29 $ 0.12
================ ================
Diluted $ 0.28 $ 0.12
================ ================
Weighted average number shares:
Basic 9,028 8,972
================ ================
Diluted 9,304 8,994
================ ================
THE MIDDLEBY CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in 000's)
(Unaudited)
Mar. 29, 2003 Dec. 28, 2002
--------------- ---------------
ASSETS
Cash and cash equivalents $ 7,265 $ 8,378
Accounts receivable, net 28,213 27,797
Inventories, net 29,804 27,206
Deferred tax assets 11,515 13,341
Other current assets 808 1,069
--------------- ---------------
Total current assets 77,605 77,791
Property, plant and equipment, net 26,772 27,500
Goodwill 74,761 74,761
Other intangibles 26,300 26,300
Other assets 1,688 1,610
--------------- ---------------
Total assets $ 207,126 $ 207,962
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt $ 14,050 $ 14,400
Accounts payable 12,962 13,488
Accrued expenses 36,214 36,013
--------------- ---------------
Total current liabilities 63,226 63,901
Long-term debt 70,551 73,562
Long-term deferred tax liability 7,878 7,878
Other non-current liabilities 18,289 17,989
Shareholders' equity 47,182 44,632
--------------- ---------------
Total liabilities and shareholders'
equity $ 207,126 $ 207,962
=============== ===============
CONTACT: The Middleby Corporation
Selim A. Bassoul, 847/429-7788
David B. Baker, 847/429-7915
Timothy J. FitzGerald, 847/429-7744