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UNITED STATES
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 2, 2005
THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9973 36-3352497
- ----------------------------- ---------------------- ------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1400 Toastmaster Drive, Elgin, Illinois 60120
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(Address of Principal Executive Offices) (Zip Code)
(847) 741-3300
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On May 2, 2005, The Middleby Corporation issued a press release announcing its
financial results for the quarter ended April 2, 2005. A copy of that press
release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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Exhibit 99.1 Press Release issued by The Middleby
Corporation dated May 2, 2005
(furnished pursuant to Item 2.02)
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 2, 2005
By: /s/ Timothy J. FitzGerald
----------------------------
Timothy J. FitzGerald
Vice President,
Chief Financial Officer
Exhibit Index
Exhibit No. Description
- ------------ -----------
Exhibit 99.1 Press Release issued by The Middleby
Corporation dated May 2, 2005
(furnished pursuant to Item 2.02)
Exhibit 99.1
The Middleby Corporation Reports Record First Quarter Results
ELGIN, Ill.--(BUSINESS WIRE)--May 2, 2005--The Middleby
Corporation (NASDAQ:MIDD), a leading worldwide manufacturer of
restaurant and foodservice cooking equipment, today reported record
sales and earnings for the first quarter ended April 2, 2005. Net
earnings for the first quarter were $6,348,000 or $0.79 per share on
net sales of $74,889,000 as compared to the prior year first quarter
net earnings of $5,591,000 or $0.56 per share on net sales of
$62,463,000.
Financial Highlights
-- Net sales rose 19.9% in the first quarter, reflecting the
impact of price increases, continued success of new product
introductions and growth in business with restaurant chain
customers. Additionally, the increase in net sales reflects
the impact of the Nu-Vu Foodservice Systems acquisition.
Excluding the impact of the acquisition, net sales would have
increased 14.6%.
-- Gross margin decreased to 36.1% for the first quarter as
compared to 37.1% in the prior year period. The benefit of
increased sales volumes was offset by higher steel prices and
other material costs. The margin rate also was affected by
lower margins on sales of the Nu-Vu Foodservice Systems
product lines.
-- Operating income increased 18.8% as a result of higher sales
volumes.
-- Interest expense increased to $1,786,000 in the first quarter
of 2005 as compared to $897,000 in the prior year quarter as a
result of higher debt levels resulting from the December 2004
share repurchase transaction.
-- Total debt increased to $138,462,000 for the quarter ended
April 2, 2005 from $123,723,000 at the end of 2004. The first
quarter borrowing activity included $12 million of funding for
the Nu-Vu acquisition.
Chairman and Chief Executive Officer, Selim A. Bassoul said,
"First quarter sales reflected the continued success of our energy
savings products and growth within the quick serve and casual dining
restaurant chains, both domestically and internationally. As expected,
the gross margins were impacted by higher steel prices, however, price
increases we instituted during the first quarter began to offset the
higher costs of material. We expect margins to improve from the first
quarter as initiatives to offset higher material costs are
implemented."
Mr.Bassoul continued, "During the quarter we were also pleased to
complete the acquisition of Nu-Vu Foodservice Systems, a leading
manufacturer of proofing and baking ovens, which positions Middleby to
benefit from the trend of on-premise baking within sandwich shops and
other restaurant chains. We are currently taking steps to improve
operating efficiencies and profitability of this business and expect
to see gradual improvement throughout the year. We are excited about
the opportunities to expand this business as we combine the Nu-Vu
product portfolio within Middleby's sales and marketing organization.
Conference Call
A conference call will be held at 11:00 a.m. Eastern time on
Tuesday, May 3 and can be accessed by dialing (800) 367-5339 and
providing conference code 6059082. An audio 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 (800)
642-1687 and providing code 6059082. A transcript of the call will
also be posted to the company's 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), Nu-Vu(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
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
---------------------------------------------
(Amounts in 000's, Except Per Share Information)
(Unaudited)
Three Months Ended
1st Qtr, 2005 1st Qtr, 2004
----------------- -----------------
Net sales $74,889 $62,463
Cost of sales 47,817 39,287
----------------- -----------------
Gross profit 27,072 23,176
Selling & distribution expense 8,184 7,376
General & administrative expense 6,885 5,696
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Income from operations 12,003 10,104
Interest expense and deferred
financing amortization, net 1,786 897
Loss (gain) on acquisition
financing derivatives - (2)
Other expense (income), net (203) 194
----------------- -----------------
Earnings before income taxes 10,420 9,015
Provision for income taxes 4,072 3,424
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Net earnings $6,348 $5,591
================= =================
Net earnings per share:
Basic $0.85 $0.61
================= =================
Diluted $0.79 $0.56
================= =================
Weighted average number shares:
Basic 7,473 9,219
================= =================
Diluted 8,020 9,968
================= =================
THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(Amounts in 000's)
(Unaudited)
Apr. 2, 2005 Jan. 1, 2005
---------------- ----------------
ASSETS
Cash and cash equivalents $2,639 $3,803
Accounts receivable, net 32,022 26,612
Inventories, net 37,186 32,772
Prepaid taxes 6,198 9,952
Deferred tax assets 8,831 8,865
Other current assets 2,587 2,008
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Total current assets 89,463 84,012
Property, plant and equipment, net 23,608 22,980
Goodwill 85,152 74,761
Other intangibles 26,300 26,300
Other assets 2,469 1,622
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Total assets $226,992 $209,675
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt $11,105 $10,480
Accounts payable 16,543 11,298
Accrued expenses 40,507 51,311
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Total current liabilities 68,155 73,089
Long-term debt 127,357 113,243
Long-term deferred tax liability 11,786 11,434
Other non-current liabilities 4,892 4,694
Shareholders' equity 14,802 7,215
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Total liabilities and
shareholders' equity $226,992 $209,675
================ ================
CONTACT: The Middleby Corporation
Darcy Bretz (Investor/Public Relations), 847-429-7756
or
Timothy FitzGerald, 847-429-7744