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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): March 8, 2006
THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9973 36-3352497
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1400 Toastmaster Drive, Elgin, Illinois 60120
(Address of Principal Executive Offices) (Zip Code)
(847) 741-3300
(Registrant's telephone number, including area code)
N/A
(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 March 8, 2006, The Middleby Corporation issued a press release
announcing its financial results for the quarter and year ended December 31,
2005. A copy of that press release is furnished as Exhibit 99.1 and incorporated
herein by reference.
The information furnished pursuant to this Current Report on Form 8-K
(including the exhibit hereto) shall not be considered "filed" under the
Securities Exchange Act of 1934, as amended, nor shall it be incorporated by
reference into future filings by the Company under the Securities Act of 1933,
as amended, or under the Securities Exchange Act of 1934, as amended, unless the
Company expressly sets forth in such future filing that such information is to
be considered "filed" or incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
- ----------- --------------------------------------------------------------
Exhibit 99.1 Press release dated March 8, 2006 of The Middleby Corporation.
SIGN6ATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE MIDDLEBY CORPORATION
Dated: March 8, 2006 By: /s/ Timothy J. FitzGerald
------------------------------
Timothy J. FitzGerald
Vice President and
Chief Financial Officer
Exhibit Index
Exhibit No. Description
- ----------- --------------------------------------------------------------
Exhibit 99.1 Press release dated March 8, 2006 of The Middleby Corporation.
Exhibit 99.1
The Middleby Corporation Reports Fourth Quarter Results
ELGIN, Ill.--(BUSINESS WIRE)--March 8, 2006--The Middleby
Corporation (NASDAQ:MIDD), a leading worldwide manufacturer of
restaurant and foodservice cooking equipment, today reported sales and
earnings for the fourth quarter ended December 31, 2005. Net earnings
for the fourth quarter were $7,233,000 or $0.88 per share on net sales
of $76,930,000 as compared to the prior year fourth quarter net loss
of $660,000 or $(0.07) per share on net sales of $65,119,000. Net
earnings for the year ended December 31, 2005 were $32,178,000 or
$3.98 per share on net sales of $316,668,000 as compared to net
earnings of $23,588,000 or $2.38 per share on net sales of
$271,115,000 in the prior year. The financial results in the 2004
fourth quarter and full year included a charge associated with the
repurchase of shares of common stock from the former Chairman of the
company.
As previously announced, the company acquired Alkar Holdings, Inc.
("Alkar") on December 7, 2005. As anticipated, Alkar reported a net
loss in the 2005 fourth quarter, resulting in a reduction of
$(192,000) to net earnings on net sales of $2,837,000 for the period
from the acquisition on December 7, 2005 through December 31, 2005.
Excluding the impact of the Alkar acquisition, net earnings for the
fourth quarter and year ended December 31, 2005 were $7,425,000, or
$0.91 per share and $32,370,000, or $4.00 per share, respectively.
Fourth Quarter Financial Highlights
-- Net sales rose 18.1% in the fourth quarter and 16.8% for the
year. The net sales increase in the fourth quarter and year
reflects the impact of the acquisitions. The acquisition of
Nu-Vu Foodservice Systems completed in January 2005 accounted
for 5.8% of the sales growth for the quarter and 5.9% for the
full year and the acquisition of Alkar accounted for 4.3% of
sales growth in the quarter and 1.0% for the full year.
Excluding the impact of the acquisitions, net sales would have
organically increased 8.0% in the fourth quarter and 9.9% for
the year, reflecting the impact of new product sales and
growth in restaurant chain business.
-- Gross margin increased to 38.4% for the fourth quarter as
compared to 37.3% in the prior year quarter and 38.4% for the
2005 full year as compared to 37.9% in 2004. The fourth
quarter gross margins benefited from production efficiencies
associated with increased sales volumes and operating
improvements, offset in part by lower gross margins at the
newly acquired Alkar business. Margins also improved as
compared to the first half of the year due to margin
improvements at Nu-Vu Foodservice Systems, as a result of
completed integration initiatives.
-- Interest expense increased to $1,374,000 in the fourth quarter
and $6,437,000 for the year as compared to $670,000 in the
prior year quarter and $3,004,000 for the prior year as a
result of higher average debt levels resulting primarily from
the $84.0 million December 2004 share repurchase transaction.
-- Total debt decreased to $121,595,000 at the end of 2005 from
$123,723,000 at the end of 2004. Borrowing activity in 2005
included $11.5 million of funding for the January Nu-Vu
acquisition and $28.2 million of funding for the December
Alkar acquisition.
"2005 was a successful year," said Chairman and Chief Executive
Officer, Selim A. Bassoul. "We continued to develop and introduce new
products, which continued to provide positive sales momentum in 2005
and as we move forward into 2006. Our new product innovations are
focused on speed of cooking, energy savings, and automation. Our first
introduction of 2006 will be the Middleby Marshall "Wow" oven, a
conveyor oven that is more than 25% faster and 40% more energy
efficient than conveyor ovens we manufactured seven years ago."
Mr. Bassoul continued, "We are also very pleased with the
integration and continued progress of Nu-Vu Foodservice Systems, a
leading manufacturer of baking ovens and proofers, acquired in January
2005. We have achieved substantial improvement in profitability at
this operation during the second half of 2005 as we completed our
integration efforts. We are now focusing on marketing efforts to
capture opportunities associated with the ongoing trend of on-premise
baking."
Mr. Bassoul concluded, "We were very excited to complete the year
with the acquisition of Alkar Holdings, Inc. This acquisition allows
Middleby to expand its customer base to include the food processing
industry and add to its portfolio of leading brands in foodservice
equipment with the addition of the Alkar and RapidPak brands. Alkar is
positioned to benefit from increasing demand for prepared and
convenience foods, as fewer meals are being prepared at home. We have
made substantial progress in our integration and restructuring efforts
at this business and will focus our efforts to the development of new
products during 2006. This acquisition will be accretive to 2006 net
earnings."
Conference Call
A conference call will be held at 11:00 a.m. Eastern time on March
9, 2006 and can be accessed by dialing (800) 367-5339 and providing
conference code 6212863. Members of the financial community who
participate in the question and answer session will receive a separate
call-in number. 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 6212863. 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
Alkar(R), Blodgett(R), Blodgett Combi(R), Blodgett Range(R), CTX(R),
MagiKitch'n(R), Middleby Marshall(R), Nu-Vu(R), Pitco Frialator(R),
RapidPak(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
4th Qtr, 4th Qtr, Fiscal Year Ended
2005 2004 2005 2004
--------- --------- --------- ---------
Net sales $76,930 $65,119 $316,668 $271,115
Cost of sales 47,411 40,854 195,015 168,487
--------- --------- --------- ---------
Gross profit 29,519 24,265 121,653 102,628
Selling & distribution expense 8,109 7,156 33,772 30,496
General & administrative
expense 8,062 5,429 29,909 23,113
Stock repurchase transaction
expenses - 12,647 - 12,647
Acquisition integration reserve
adjustments - (1,887) - (1,887)
--------- --------- --------- ---------
Income from operations 13,348 920 57,972 38,259
Interest expense and deferred
financing amortization, net 1,374 670 6,437 3,004
Debt extinguishment expenses - 1,154 - 1,154
Gain on acquisition financing
derivatives - (169) - (265)
Other expense (income), net 90 205 137 522
--------- --------- --------- ---------
Earnings before income
taxes 11,884 (940) 51,398 33,844
Provision for income taxes 4,651 (280) 19,220 10,256
--------- --------- --------- ---------
Net earnings $7,233 $(660) $32,178 $23,588
========= ========= ========= =========
Net earnings per share:
Basic $0.96 $(0.07) $4.28 $2.56
========= ========= ========= =========
Diluted $0.88 $(0.07) $3.98 $2.38
========= ========= ========= =========
Weighted average number shares:
Basic 7,559 9,104 7,514 9,200
========= ========= ========= =========
Diluted 8,193 9,104 8,093 9,931
========= ========= ========= =========
THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(Amounts in 000's)
(Unaudited)
Dec. 31, 2005 Jan. 1, 2005
------------- ------------
ASSETS
Cash and cash equivalents $3,908 $3,803
Accounts receivable, net 38,552 26,612
Inventories, net 40,989 32,772
Other current assets 4,513 2,008
Prepaid taxes 3,354 9,952
Deferred tax assets 10,319 8,865
------------- ------------
Total current assets 101,635 84,012
Property, plant and equipment, net 25,331 22,980
Goodwill 98,757 74,761
Other intangibles 35,498 26,300
Other assets 2,697 1,622
------------- ------------
Total assets $263,918 $209,675
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt $13,780 $10,480
Accounts payable 17,576 11,298
Accrued expenses 62,689 51,311
------------- ------------
Total current liabilities 94,045 73,089
Long-term debt 107,815 113,243
Long-term deferred tax liability 8,207 11,434
Other non-current liabilities 5,351 4,694
Shareholders' equity 48,500 7,215
------------- ------------
Total liabilities and shareholders'
equity $263,918 $209,675
============= ============
CONTACT: The Middleby Corporation
Darcy Bretz, 847-429-7756
Timothy FitzGerald, 847-429-7744