(State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
of Incorporation) |
|
Identification No.) |
(Address of Principal Executive Offices) | (Zip Code) |
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
||
|
|
Item 2.02. |
Results of Operations and Financial Condition. |
Item 9.01. |
Financial Statements and Exhibits.
|
|
(c) Exhibits.
|
||
Exhibit No. |
|
Description |
|
|
|
Exhibit 99.1 |
|
The Middleby Corporation press release dated May 6, 2021. |
|
THE MIDDLEBY CORPORATION | |
|
|
|
|
|
|
Dated: May 6, 2021
|
By: /s/ Bryan E. Mittelman | |
|
|
Bryan E. Mittelman |
|
|
Chief Financial Officer |
Exhibit No. |
|
Description |
|
|
|
Exhibit 99.1 |
|
The Middleby Corporation press release dated May 6, 2021. |
ELGIN, Ill.--(BUSINESS WIRE)--May 6, 2021--The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice, food processing, and residential kitchen industries, today reported net earnings for the 2021 first quarter of $89.3 million or $1.59 diluted earnings per share on net sales of $758.1 million. Adjusted net earnings were $98.7 million or $1.79 adjusted diluted earnings per share. A full reconciliation between GAAP and non-GAAP measures is provided at the end the press release.
“We have positive momentum entering 2021 with strong orders and rising backlogs in all three business segments. Profitability across all three business segments increased as well, as we realized the benefits of our operating initiatives while also to moving forward our strategic initiatives with investments in sales, technology and service capabilities. We continue to proactively manage ongoing challenges due to COVID, particularly with supply chain disruption and rising costs, to minimize customer impact. Employee safety remains our top priority and we have kept the precautions at our facilities in place to best protect our workforce,” said Tim FitzGerald, CEO of The Middleby Corporation.
2021 First Quarter Financial Results
|
Commercial |
|
Residential |
|
Food |
|
Total |
||||
Reported Net Sales Growth |
8.6 |
% |
|
26.4 |
% |
|
7.9 |
% |
|
11.9 |
% |
Acquisitions/(Disposition) |
4.2 |
% |
|
(5.8) |
% |
|
— |
% |
|
1.8 |
% |
Foreign Exchange Rates |
1.2 |
% |
|
3.5 |
% |
|
1.3 |
% |
|
1.6 |
% |
Organic Net Sales Growth (1) (2) |
3.2 |
% |
|
28.7 |
% |
|
6.5 |
% |
|
8.4 |
% |
(1) Organic net sales growth defined as total sales growth excluding impact of acquisitions, a disposition and foreign exchange rates |
|||||||||||
(2) Totals may be impacted by rounding |
|
Commercial |
|
Residential |
|
Food |
|
Total |
||||
Adjusted EBITDA |
24.5 |
% |
|
21.1 |
% |
|
20.4 |
% |
|
21.3 |
% |
Acquisitions |
(0.3) |
% |
|
— |
% |
|
— |
% |
|
— |
% |
Foreign Exchange Rates |
(0.1) |
% |
|
— |
% |
|
— |
% |
|
— |
% |
Organic Adjusted EBITDA (1) (2) |
24.8 |
% |
|
21.1 |
% |
|
20.4 |
% |
|
21.3 |
% |
|
|
|
|
|
|
|
|
||||
(1) Organic Adjusted EBITDA defined as Adjusted EBITDA excluding impact of acquisitions and foreign exchange rates. |
|||||||||||
(2) Totals may be impacted by rounding |
"In Commercial Foodservice, orders continue to improve as our customers benefit from the pent-up demand for indoor dining as operators reopen their restaurants. Our chain customers are performing well with conditions becoming more positive for casual dining. We are seeing a slight rebound in the travel and leisure industries, which have been greatly challenged due to the pandemic. Restaurants continue to refine their procedures for delivery, carry out, drive-through and curbside pickup while chain restaurants who previously had these processes in place are upgrading their practices to shorten wait times, expand cooking throughput, and reduce labor needs. Global challenges remain with COVID still impacting many international markets including India and Latin America but overall, consumer demand has been constant and provides us with a growth opportunity for our exclusive solutions,” said Mr. FitzGerald.
“At our recently-opened Middleby Innovation Kitchens we continue to have heavy customer activity and rave reviews of our state-of-the-art facility and experienced chefs on staff. This one-of-a-kind customer experience has been a successful new avenue to promote our latest advanced technologies. The timing has been ideal for opening the Middleby Innovation Kitchens earlier this year and the Dallas-area location is easy to access. We are finding customers want a hands-on experience as they look to transform their current operations,” commented Mr. FitzGerald.
"At our Residential Kitchen businesses, there is an ongoing, high demand for new and existing homes which is driving strong sales and a favorable market dynamic for residential appliances. Remodeling projects in existing kitchens remains very popular, as it was in 2020. Recently debuted product innovations have been well-received across our portfolio of premium brands. The residential virtual sales experience has gained momentum, while in-person tours of our showrooms are now also available. We look forward to the completion and opening of our Dallas showroom this summer, while continuing other investments in targeted digital marketing initiatives and cultivating new and longstanding relationships with the designer community.”
“At the Food Processing Group, we are pleased to have high interest and good order activity on our newest technologies such as the Alkar TurboChef oven and the Mauer accelerated drying room technology. Both innovations provide value to customers through substantially greater capacity and faster cycle times in a smaller footprint. Through these types of new products, we are able to expand our offerings in new and targeted markets including cured meats, alternative proteins and pet food. Given customer operating challenges, we anticipate growing interest for our automation solutions to address labor availability and employee safety concerns,” Mr. FitzGerald concluded.
Conference Call
A conference call will be held at 11 a.m. Central Time on Thursday, May 6 and can be accessed through the Investor Relations section of middleby.com. If online access is not available, participants can join the call by dialing (888) 391-6937 or (315) 625-3077 and providing conference code 1355164#. A replay of the conference call will be available two hours after the conclusion of the call by dialing (855) 859-2056 and entering conference code 1355164#. To access the supplemental presentation, visit the Investor Relations page at middleby.com.
Statements in this press release or otherwise attributable to the company regarding the company's business which are not historical facts 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. Any forward-looking statement speaks only as of the date hereof, and the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
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 in the commercial foodservice, food processing, and residential kitchen equipment industries. The company's leading equipment brands serving the commercial foodservice industry include Anets®, APW Wyott®, Bakers Pride®, Beech®, BKI®, Blodgett®, Blodgett Combi®, Bloomfield®, Britannia®, Carter-Hoffmann®, Celfrost®, Concordia®, CookTek®, Crown®, CTX®, Desmon®, Deutsche Beverage®, Doyon®, Eswood®, EVO®, Firex®, Follett®, frifri®, Giga®, Globe®, Goldstein®, Holman®, Houno®, IMC®, Induc®, Ink Kegs®, Inline Filling Systems®, Jade®, JoeTap®, Josper®, L2F®, Lang®, Lincat®, MagiKitch’n®, Market Forge®, Marsal®, Meheen®, Middleby Marshall®, MPC®, Nieco®, Nu-Vu®, PerfectFry®, Pitco®, QualServ®, RAM®, Southbend®, Ss Brewtech®, Star®, Starline®, Sveba Dahlen®, Synesso®, Tank®, Taylor®, Thor®, Toastmaster®, TurboChef®, Ultrafryer®, Varimixer®, Wells® Wild Goose® and Wunder-Bar®. The company’s leading equipment brands serving the food processing industry include Alkar®, Armor Inox®, Auto-Bake®, Baker Thermal Solutions®, Burford®, Cozzini®, CV-Tek ®, Danfotech®, Deutsche Process®, Drake®, Glimek®, Hinds-Bock®, Maurer-Atmos®, MP Equipment®, Pacproinc®, RapidPak®, Scanico®, Spooner Vicars®, Stewart Systems®, Thurne® and Ve.Ma.C.®. The company’s leading equipment brands serving the residential kitchen industry include AGA®, AGA Cookshop®, Brava®, EVO®, La Cornue®, Leisure Sinks®, Lynx®, Marvel®, Mercury®, Rangemaster®, Rayburn®, Redfyre®, Sedona®, Stanley®, TurboChef®, U-Line® and Viking®.
THE MIDDLEBY CORPORATION |
|||||||||
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS |
|||||||||
(Amounts in 000’s, Except Per Share Information) |
|||||||||
(Unaudited) |
|||||||||
|
Three Months Ended |
||||||||
|
1st Qtr, 2021 |
|
1st Qtr, 2020 |
||||||
Net sales |
$ |
758,058 |
|
|
|
$ |
677,459 |
|
|
Cost of sales |
482,184 |
|
|
|
427,269 |
|
|
||
|
|
|
|
||||||
Gross profit |
275,874 |
|
|
|
250,190 |
|
|
||
|
|
|
|
||||||
Selling, general and administrative expenses |
154,957 |
|
|
|
143,942 |
|
|
||
Restructuring expenses |
794 |
|
|
|
834 |
|
|
||
Gain on sale of plant |
(1,050 |
) |
|
|
— |
|
|
||
Income from operations |
121,173 |
|
|
|
105,414 |
|
|
||
|
|
|
|
||||||
Interest expense and deferred financing amortization, net |
16,067 |
|
|
|
15,713 |
|
|
||
Net periodic pension benefit (other than service costs & curtailment) |
(11,373 |
) |
|
|
(10,089 |
) |
|
||
Other (income) expense, net |
(1,691 |
) |
|
|
3,326 |
|
|
||
|
|
|
|
||||||
Earnings before income taxes |
118,170 |
|
|
|
96,464 |
|
|
||
|
|
|
|
||||||
Provision for income taxes |
28,907 |
|
|
|
22,685 |
|
|
||
|
|
|
|
||||||
Net earnings |
$ |
89,263 |
|
|
|
$ |
73,779 |
|
|
|
|
|
|
||||||
Net earnings per share: |
|
|
|
||||||
|
|
|
|
||||||
Basic |
$ |
1.62 |
|
|
|
$ |
1.33 |
|
|
|
|
|
|
||||||
Diluted |
$ |
1.59 |
|
|
|
$ |
1.33 |
|
|
|
|
|
|
||||||
Weighted average number of shares |
|
|
|
||||||
|
|
|
|
||||||
Basic |
55,213 |
|
|
|
55,396 |
|
|
||
|
|
|
|
||||||
Diluted |
55,966 |
|
|
|
55,398 |
|
|
THE MIDDLEBY CORPORATION | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS |
|||||||
(Amounts in 000’s, Except Per Share Information) |
|||||||
(Unaudited) |
|||||||
|
Apr 3, 2021 |
|
Jan 2, 2021 |
||||
ASSETS |
|
|
|
||||
|
|
|
|
||||
Cash and cash equivalents |
$ |
309,331 |
|
|
$ |
268,103 |
|
Accounts receivable, net |
427,935 |
|
|
363,361 |
|
||
Inventories, net |
574,277 |
|
|
540,198 |
|
||
Prepaid expenses and other |
73,933 |
|
|
81,049 |
|
||
Prepaid taxes |
7,634 |
|
|
17,782 |
|
||
Total current assets |
1,393,110 |
|
|
1,270,493 |
|
||
|
|
|
|
||||
Property, plant and equipment, net |
336,257 |
|
|
344,482 |
|
||
Goodwill |
1,928,644 |
|
|
1,934,261 |
|
||
Other intangibles, net |
1,428,294 |
|
|
1,450,381 |
|
||
Long-term deferred tax assets |
74,159 |
|
|
76,052 |
|
||
Other assets |
129,449 |
|
|
126,805 |
|
||
|
|
|
|
||||
Total assets |
$ |
5,289,913 |
|
|
$ |
5,202,474 |
|
|
|
|
|
||||
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
||||
|
|
|
|
||||
Current maturities of long-term debt |
$ |
21,093 |
|
|
$ |
22,944 |
|
Accounts payable |
213,431 |
|
|
182,773 |
|
||
Accrued expenses |
479,913 |
|
|
494,541 |
|
||
Total current liabilities |
714,437 |
|
|
700,258 |
|
||
|
|
|
|
||||
Long-term debt |
1,801,040 |
|
|
1,706,652 |
|
||
Long-term deferred tax liability |
126,068 |
|
|
147,224 |
|
||
Accrued pension benefits |
462,869 |
|
|
469,500 |
|
||
Other non-current liabilities |
190,287 |
|
|
202,191 |
|
||
|
|
|
|
||||
Stockholders' equity |
1,995,212 |
|
|
1,976,649 |
|
||
|
|
|
|
||||
Total liabilities and stockholders' equity |
$ |
5,289,913 |
|
|
$ |
5,202,474 |
|
THE MIDDLEBY CORPORATION | |||||||||||||||||
NON-GAAP SEGMENT INFORMATION (UNAUDITED) |
|||||||||||||||||
(Amounts in 000’s, Except Percentages) |
|||||||||||||||||
|
Commercial |
|
Residential |
|
Food |
|
Total |
||||||||||
Three Months Ended April 3, 2021 |
|
|
|
|
|
|
|
||||||||||
Net sales |
$ |
481,155 |
|
|
|
$ |
164,409 |
|
|
$ |
112,494 |
|
|
$ |
758,058 |
|
|
Segment Operating Income |
$ |
96,316 |
|
|
|
$ |
29,856 |
|
|
$ |
19,662 |
|
|
$ |
121,173 |
|
|
Operating Income % of net sales |
20.0 |
|
% |
|
18.2 |
% |
|
17.5 |
% |
|
16.0 |
|
% |
||||
|
|
|
|
|
|
|
|
||||||||||
Depreciation |
5,793 |
|
|
|
2,774 |
|
|
1,315 |
|
|
10,137 |
|
|
||||
Amortization |
15,204 |
|
|
|
1,772 |
|
|
1,843 |
|
|
18,819 |
|
|
||||
Restructuring expenses |
423 |
|
|
|
208 |
|
|
163 |
|
|
794 |
|
|
||||
Facility consolidation related expenses |
993 |
|
|
|
— |
|
|
— |
|
|
993 |
|
|
||||
Acquisition related inventory step-up charge |
435 |
|
|
|
— |
|
|
— |
|
|
435 |
|
|
||||
Acquisition deal costs |
— |
|
|
|
— |
|
|
— |
|
|
2,340 |
|
|
||||
Stock compensation |
— |
|
|
|
— |
|
|
— |
|
|
7,609 |
|
|
||||
Gain on sale of plant |
(1,050 |
) |
|
|
— |
|
|
— |
|
|
(1,050 |
) |
|
||||
Segment adjusted EBITDA |
$ |
118,114 |
|
|
|
$ |
34,610 |
|
|
$ |
22,983 |
|
|
$ |
161,250 |
|
|
Adjusted EBITDA % of net sales |
24.5 |
|
% |
|
21.1 |
% |
|
20.4 |
% |
|
21.3 |
|
% |
||||
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended March 28, 2020 |
|
|
|
|
|
|
|
||||||||||
Net sales |
$ |
443,124 |
|
|
|
$ |
130,069 |
|
|
$ |
104,266 |
|
|
$ |
677,459 |
|
|
Segment Operating Income |
$ |
88,607 |
|
|
|
$ |
12,708 |
|
|
$ |
15,358 |
|
|
$ |
105,414 |
|
|
Operating Income % of net sales |
20.0 |
|
% |
|
9.8 |
% |
|
14.7 |
% |
|
15.6 |
|
% |
||||
|
|
|
|
|
|
|
|
||||||||||
Depreciation |
4,900 |
|
|
|
2,983 |
|
|
1,336 |
|
|
9,230 |
|
|
||||
Amortization |
12,440 |
|
|
|
2,720 |
|
|
1,700 |
|
|
16,860 |
|
|
||||
Restructuring expenses |
531 |
|
|
|
303 |
|
|
— |
|
|
834 |
|
|
||||
Facility consolidation related expenses |
274 |
|
|
|
— |
|
|
— |
|
|
274 |
|
|
||||
Acquisition related inventory step-up charge |
1,032 |
|
|
|
— |
|
|
— |
|
|
1,032 |
|
|
||||
Stock compensation |
— |
|
|
|
— |
|
|
— |
|
|
4,159 |
|
|
||||
Segment adjusted EBITDA |
$ |
107,784 |
|
|
|
$ |
18,714 |
|
|
$ |
18,394 |
|
|
$ |
137,803 |
|
|
Adjusted EBITDA % of net sales |
24.3 |
|
% |
|
14.4 |
% |
|
17.6 |
% |
|
20.3 |
|
% |
(1) Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $14.5 million and $7.1 million for the three months ended April 3, 2021 and March 28, 2020, respectively. |
THE MIDDLEBY CORPORATION | |||||||||||||||||||
NON-GAAP INFORMATION (UNAUDITED) |
|||||||||||||||||||
(Amounts in 000’s, Except Percentages) |
|||||||||||||||||||
|
Three Months Ended |
||||||||||||||||||
|
1st Qtr, 2021 |
|
1st Qtr, 2020 |
||||||||||||||||
|
$ |
|
Diluted per |
|
$ |
|
Diluted per |
||||||||||||
Net earnings |
$ |
89,263 |
|
|
|
$ |
1.59 |
|
|
|
$ |
73,779 |
|
|
|
$ |
1.33 |
|
|
Amortization (1) |
20,295 |
|
|
|
0.36 |
|
|
|
17,369 |
|
|
|
0.31 |
|
|
||||
Restructuring expenses |
794 |
|
|
|
0.01 |
|
|
|
834 |
|
|
|
0.02 |
|
|
||||
Acquisition related inventory step-up charge |
435 |
|
|
|
0.01 |
|
|
|
1,032 |
|
|
|
0.02 |
|
|
||||
Acquisition deal costs |
2,340 |
|
|
|
0.04 |
|
|
|
— |
|
|
|
— |
|
|
||||
Facility consolidation related expenses |
993 |
|
|
|
0.02 |
|
|
|
274 |
|
|
|
— |
|
|
||||
Net periodic pension benefit (other than service costs & curtailment) |
(11,373 |
) |
|
|
(0.20 |
) |
|
|
(10,089 |
) |
|
|
(0.18 |
) |
|
||||
Gain on sale of plant |
(1,050 |
) |
|
|
(0.02 |
) |
|
|
— |
|
|
|
— |
|
|
||||
Income tax effect of pre-tax adjustments |
(3,046 |
) |
|
|
(0.05 |
) |
|
|
(2,214 |
) |
|
|
(0.04 |
) |
|
||||
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2) |
— |
|
|
|
0.03 |
|
|
|
— |
|
|
|
— |
|
|
||||
Adjusted net earnings |
$ |
98,651 |
|
|
|
$ |
1.79 |
|
|
|
$ |
80,985 |
|
|
|
$ |
1.46 |
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted weighted average number of shares |
55,966 |
|
|
|
|
|
55,398 |
|
|
|
|
||||||||
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2) |
(744 |
) |
|
|
|
|
— |
|
|
|
|
||||||||
Adjusted diluted weighted average number of shares |
55,222 |
|
|
|
|
|
55,398 |
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
(1) Includes amortization of deferred financing costs and convertible notes issuance costs. |
(2) Adjusted diluted weighted average number of shares was calculated based on excluding the dilutive effect of shares to be issued upon conversion of the notes to satisfy the amount in excess of the principal since the company's capped call offsets the dilutive impact of the shares underlying the convertible notes. The calculation of adjusted diluted earnings per share excludes the principal portion of the convertible notes as this will always be settled in cash. |
|
Three Months Ended |
||||||||
|
1st Qtr, 2021 |
|
1st Qtr, 2020 |
||||||
Net Cash Flows Provided By (Used In): |
|
|
|
||||||
Operating activities |
$ |
59,695 |
|
|
|
$ |
87,137 |
|
|
Investing activities |
(7,038 |
) |
|
|
(39,222 |
) |
|
||
Financing activities |
(8,285 |
) |
|
|
245,098 |
|
|
||
|
|
|
|
||||||
Free Cash Flow |
|
|
|
||||||
Cash flow from operating activities |
$ |
59,695 |
|
|
|
$ |
87,137 |
|
|
Less: Capital expenditures, net |
(5,371 |
) |
|
|
(9,181 |
) |
|
||
Free cash flow |
$ |
54,324 |
|
|
|
$ |
77,956 |
|
|
NON-GAAP FINANCIAL MEASURES
The company supplements its consolidated financial statements presented on a GAAP basis with this non-GAAP financial information to provide investors with greater insight, increase transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP, and the financial results prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated. In addition, the non-GAAP financial measures included in this press release do not have standard meanings and may vary from similarly titled non-GAAP financial measures used by other companies.
The company believes that organic net sales growth, non-GAAP adjusted segment EBITDA, adjusted net earnings and adjusted diluted per share measures are useful as supplements to its GAAP results of operations to evaluate certain aspects of its operations and financial performance, and its management team primarily focuses on non-GAAP items in evaluating performance for business planning purposes. The Company also believes that these measures assist it with comparing its performance between various reporting periods on a consistent basis, as these measures remove from operating results the impact of items that, in its opinion, do not reflect its core operating performance including, for example, intangibles amortization expense, impairment charges, restructuring expenses, and other charges which management considers to be outside core operating results.
The company believes that free cash flow is an important measure of operating performance because it provides management and investors a measure of cash generated from operations that is available for mandatory payment obligations and investment opportunities, such as funding acquisitions, repaying debt and repurchasing our common stock.
The Company believes that its presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts with the same information that Middleby uses internally for purposes of assessing its core operating performance.
Darcy Bretz, Investor and Public Relations, (847) 429-7756
Bryan Mittelman, Chief Financial Officer, (847) 429-7715