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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): February 16, 2004
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 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release dated February 16, 2004 of The Middleby Corporation.
Item 9. Regulation FD Disclosure
On February 16, 2004, The Middleby Corporation issued a press release announcing
its financial results for the quarter ended January 3, 2004. A copy of that
press release is attached as Exhibit 99.1.
The information in this Form 8-K is being furnished pursuant to "Item 12.
Results of Operations and Financial Condition" of Form 8-K in accordance with
SEC Release Nos. 33-8216 and 34-47583 (March 27, 2003). Such information,
including any exhibits, shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference into any filing made under the ecurities Act of 1933, except as
expressly set forth by specific reference in such filing.
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 February 16, 2004
By: /s/ Timothy J. FitzGerald
----------------------------
Timothy J. FitzGerald
Vice President,
Chief Financial Officer
Exhibit 99.1
The Middleby Corporation Reports Record Fourth Quarter Results
ELGIN, Ill.--(BUSINESS WIRE)--Feb. 16, 2004--The Middleby
Corporation (NASDAQ:MIDD), a leading worldwide manufacturer of
restaurant and foodservice cooking equipment, today reported record
results for the fourth quarter and year ended January 3, 2004.
Net earnings of $5,841,000 or $0.60 per share on net sales of
$57,786,000 for the fourth quarter increased from the prior year
fourth quarter net loss of $2,089,000 or ($0.23) per share on net
sales of $54,460,000. Net earnings for the year ended January 3, 2004
were $18,698,000 or $1.99 per share on sales of $235,402,000 as
compared to net 2002 earnings of $6,102,000 or $0.67 per share on
sales of $229,108,000. Net earnings for the 2002 fourth quarter and
full year periods included a non-recurring charge of $5,514,000 or
$0.60 per share related to $9,122,000 of debt refinancing expenses net
of $3,608,000 in tax benefits.
Financial Highlights
-- Net sales up 6.1% in the fourth quarter; 2.7% for the year
-- Gross margin rate of 37.2% for the quarter and 36.5% for the
year ended 2003 as compared to 34.2% and 34.3% in the fourth
quarter and year ended 2002
-- Operating income margins of 15.5% for the fourth quarter and
14.9% for the year ended 2003 improved from 14.4% in the prior
year quarter and 13.0% for the year ended 2002
-- Total debt reduced to $56,500,000 for the year ended 2003 from
$87,962,000 at the end of 2002
"We are proud of our company's financial and operating performance
in 2003. Together, our business units delivered record earnings and
cash flows," said President and Chief Executive Officer Selim A.
Bassoul. "Sales growth accelerated in the fourth quarter, reflecting
increased business in the U.S. driven in part by the success of new
products along with continued expansion in the international markets.
As we move into 2004, we are introducing new patented and innovative
products focused on speed of cooking and energy savings."
William F. Whitman, Jr., Chairman of the Board, added, "We reduced
total debt during the quarter by $5.7 million and $31.5 million for
the entire year. The debt reduction in 2003 included prepayments of
$18.6 million on high interest notes due to Maytag Corporation, of
which only $2.0 million remain outstanding. In light of our strong
cash flows, we were also pleased to have issued a $0.25 per share
special dividend to our shareholders in December 2003."
Conference Call
A conference call will be held at noon EST on Tuesday, February 17
and can be accessed by dialing 1(800) 374-0538 and providing password
5571977. Members of the financial community who participate in the
question and answer session will receive a separate call-in number. A
webcast of the conference call can be accessed through investor
services at www.middleby.com. A digital replay of the call will be
available approximately one half hour after its completion and can be
accessed by calling 1(800) 642-1687 and providing password 5571977. A
transcript of the call will also be posted on the company website.
Investor Conference
Middleby also announces that it will be presenting on February 18
at 10 a.m. PST at the Roth Capital Partners 16th Annual Growth Stock
Conference taking place at the St. Regis Monarch Beach Resort and Spa
in Dana Point, California. Investors may access the Internet webcast
of the presentation at www.middleby.com.
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 global leader in the foodservice
equipment industry. The company develops, manufactures, markets and
services a broad line of equipment used for cooking and food
preparation in commercial and institutional kitchens and restaurants
throughout the world. The company's leading equipment brands include
Blodgett(R), Blodgett Combi(R), Blodgett Range(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. Middleby's
international manufacturing subsidiary, Middleby Philippines
Corporation, is a leading supplier of specialty equipment in the Asian
markets.
For further information about Middleby, visit www.middleby.com.
THE MIDDLEBY CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in 000's, Except Per Share Information)
(Unaudited)
Three Months Ended Fiscal Year Ended
4th Qtr, 4th Qtr, 4th Qtr, 4th Qtr,
2003 2002 2003 2002
--------------------------------------
Net sales $57,786 $54,460 $235,402 $229,108
Cost of sales 36,268 35,838 149,549 150,608
--------------------------------------
Gross profit 21,518 18,622 85,853 78,500
Selling & distribution expense 7,408 6,639 29,609 28,213
General & administrative expense 5,131 4,116 21,228 20,556
--------------------------------------
Income from operations 8,979 7,867 35,016 29,731
Interest expense and deferred
financing amortization, net 1,144 2,397 5,891 11,180
Loss (gain) on acquisition
financing derivatives 17 (177) (62) (286)
Debt refinancing expenses - 9,122 - 9,122
Other expense (income), net 337 506 366 901
--------------------------------------
Earnings before income taxes 7,481 (3,981) 28,821 8,814
Provision for income taxes 1,640 (1,892) 10,123 2,712
--------------------------------------
Net earnings $5,841 $(2,089) $18,698 $6,102
======================================
Net earnings excluding debt
refinancing expenses, net
of tax(1) $ 5,841 $ 3,425 $ 18,698 $ 11,616
======================================
Net earnings per share:
Basic $0.64 $(0.23) $2.06 $0.68
Diluted $0.60 $(0.23) $1.99 $0.67
Net earnings per share excluding
debt refinancing expenses, net
of tax(1):
Basic $0.64 $0.38 $2.06 $1.29
Diluted $0.60 $0.37 $1.99 $1.27
Weighted average number shares:
Basic 9,162 9,025 9,065 8,990
Diluted 9,744 9,250 9,392 9,132
(1) This information was presented in the 2002 financial statements as
"Earnings before extraordinary item" and "Earnings per share
before extraordinary item."
THE MIDDLEBY CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in 000's)
(Unaudited)
Jan. 3, Dec. 28,
2004 2002
--------- ---------
ASSETS
Cash and cash equivalents $3,652 $8,378
Accounts receivable, net 23,318 27,797
Inventories, net 25,381 27,206
Deferred tax assets 12,838 13,341
Other current assets 1,219 1,069
--------- ---------
Total current assets 66,408 77,791
Property, plant and equipment, net 24,921 27,500
Goodwill 74,761 74,761
Other intangibles 26,300 26,300
Other assets 1,671 1,610
--------- ---------
Total assets $194,061 $207,962
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt $14,500 $14,400
Accounts payable 19,490 13,488
Accrued expenses 28,928 36,013
--------- ---------
Total current liabilities 62,918 63,901
Long-term debt 42,000 73,562
Long-term deferred tax liability 8,762 7,878
Other non-current liabilities 18,789 17,989
Shareholders' equity 61,592 44,632
--------- ---------
Total liabilities and shareholders' equity $194,061 $207,962
========= =========
CONTACT: The Middleby Corporation
Darcy Bretz, 847-429-7756
David Baker, 847-429-7915
Timothy FitzGerald, 847-429-7744