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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): April 27, 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
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Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release dated April 27, 2004 of The Middleby Corporation.
-1-
Item 9. Regulation FD Disclosure
On April 27, 2004, The Middleby Corporation issued a press release announcing
its financial results for the quarter ended April 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 Securities 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: April 27, 2004
By: /s/ Timothy J. FitzGerald
----------------------------
Timothy J. FitzGerald
Vice President,
Chief Financial Officer
-2-
Exhibit 99.1
The Middleby Corporation Reports Record First Quarter Results
ELGIN, Ill.--(BUSINESS WIRE)--April 27, 2004--The Middleby Corporation
(NASDAQ: MIDD), a leading worldwide manufacturer of restaurant and foodservice
cooking equipment, today reported record results for the first quarter ended
April 3, 2004. Net earnings were $5,591,000 or $0.56 per share on net sales of
$60,732,000 for the first quarter of 2004 as compared to the prior year first
quarter net earnings of $2,609,000 or $0.28 per share on net sales of
$54,767,000.
Financial Highlights
-- Net sales up 10.9% in the first quarter, reflecting favorable impact
of new product introductions and general improvement in industry
conditions
-- Gross margin rate of 38.2% for the quarter as compared to 34.8% in the
prior year first quarter and 36.5% for the 2003 full year
-- Operating income margins of 16.6% for the first quarter improved from
11.7% in the prior year first quarter and 14.9% for the 2003 full year
-- Total debt reduced to $53,650,000 for the quarter ended April 3, 2004
from $56,500,000 at the end of 2003
"We are pleased with the strong start for 2004," said President and Chief
Executive Officer Selim A. Bassoul. "Sales growth accelerated in the first
quarter building upon the momentum from 2003. The sales in the first quarter
reflect the impact of new product introductions and the continued expansion of
business in international markets. Industry conditions also have improved which
has benefited the overall growth rate and resulted in a very strong first
quarter." Mr. Bassoul continued, "Late in the first quarter we introduced a full
line of steam equipment under the Blodgett(R) brand. Steam cooking equipment is
a new segment of the market for Middleby and a growing part of the industry. We
are excited about the long term prospects for this new product line, as well as
the pipeline of other patented and innovative products that we have in
development focused on speed of cooking and energy savings."
William F. Whitman, Jr., Chairman of the Board, added, "We are pleased with
the margin improvements reported in the first quarter. This improvement not only
reflects the leverage benefits of the increase in sales volumes, but also
continued improvements in manufacturing efficiencies." Mr. Whitman continued,
"We were also able to reduce debt during the quarter, while at the same time
fund our working capital needs, which typically peak in the second quarter
driven by seasonal factors."
Conference Call
A conference call will be held at 10:30 Eastern time on Wednesday, April 28
and can be accessed by dialing 1(800) 374-0538 and providing password 7110600.
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 7110600. 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 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.
THE MIDDLEBY CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in 000's, Except Per Share Information)
(Unaudited)
Three Months Ended
Apr. 3, 2004 Mar. 29, 2003
-------------------------------
Net sales $60,732 $54,767
Cost of sales 37,556 35,715
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Gross profit 23,176 19,052
Selling & distribution expense 7,376 7,162
General & administrative expense 5,696 5,483
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Income from operations 10,104 6,407
Interest expense and deferred
financing amortization, net 897 1,714
Loss (gain) on acquisition financing
derivatives (2) (69)
Other expense (income), net 194 135
-------------------------------
Earnings before income taxes 9,015 4,627
Provision for income taxes 3,424 2,018
-------------------------------
Net earnings $5,591 $2,609
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Net earnings per share:
Basic $0.61 $0.29
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Diluted $0.56 $0.28
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Weighted average number shares:
Basic 9,219 9,028
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Diluted 9,968 9,304
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THE MIDDLEBY CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in 000's)
(Unaudited)
Apr. 3, 2004 Jan. 3, 2004
------------ ------------
ASSETS
Cash and cash equivalents $3,073 $3,652
Accounts receivable, net 25,446 23,318
Inventories, net 28,904 25,382
Deferred tax assets 12,907 12,839
Other current assets 1,220 1,776
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Total current assets 71,550 66,967
Property, plant and equipment, net 24,132 24,921
Goodwill 74,761 74,761
Other intangibles 26,300 26,300
Other assets 1,430 1,671
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Total assets $198,173 $194,620
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt $15,975 $14,500
Accounts payable 15,455 11,901
Accrued expenses 34,899 37,076
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Total current liabilities 66,329 63,477
Long-term debt 37,675 42,000
Long-term deferred tax liability 8,264 8,264
Other non-current liabilities 18,042 18,789
Shareholders' equity 67,863 62,090
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Total liabilities and shareholders'
equity $198,173 $194,620
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CONTACT: The Middleby Corporation
Darcy Bretz (Investor and PR), 847-429-7756
or
David Baker, 847-429-7915
or
Timothy FitzGerald, 847-429-7744
www.middleby.com