-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IB0DA3wETiOUEs2u+JLkDZZtUuXRAz+BSZximsCvLEplmZdJ1XGEbhHZCVVO/WKI kDIXUnAWsYi5QTzPY3vFEg== 0001157523-05-006743.txt : 20050729 0001157523-05-006743.hdr.sgml : 20050729 20050728184225 ACCESSION NUMBER: 0001157523-05-006743 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050728 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050729 DATE AS OF CHANGE: 20050728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDDLEBY CORP CENTRAL INDEX KEY: 0000769520 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 363352497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09973 FILM NUMBER: 05982405 BUSINESS ADDRESS: STREET 1: 1400 TOASTMASTER DRIVE CITY: ELGIN STATE: IL ZIP: 60120 BUSINESS PHONE: 8477413300 MAIL ADDRESS: STREET 1: 1400 TOASTMASTER DRIVE CITY: ELGIN STATE: IL ZIP: 60120 8-K 1 a4941594.txt THE MIDDLEBY CORPORATION 8-K 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): July 28, 2005 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 7.01 Regulation FD Disclosure On July 28, 2005, The Middleby Corporation issued a press release announcing its financial results for the quarter ended July 2, 2005. 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. Item 9.01 Financial Statements and Exhibits (c) Exhibits. 99.1 Press release dated July 28, 2005 of The Middleby Corporation. ================================================================================ 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: July 28, 2005 By: /s/ Timothy J. FitzGerald ------------------------- Timothy J. FitzGerald Vice President, Chief Financial Officer EX-99.1 2 a4941594ex991.txt THE MIDDLEBY CORPORATION EXHIBIT 99.1 Exhibit 99.1 The Middleby Corporation Reports Record Second Quarter Results ELGIN, Ill.--(BUSINESS WIRE)--July 28, 2005--The Middleby Corporation (NASDAQ:MIDD), a leading worldwide manufacturer of restaurant and foodservice cooking equipment, today reported record sales and earnings for the second quarter ended July 2, 2005. Net earnings for the second quarter were $8,969,000 or $1.11 per share on net sales of $83,912,000 as compared to the prior year second quarter net earnings of $8,289,000 or $0.82 per share on net sales of $72,913,000. Net earnings for the six months ended July 2, 2005 were $15,317,000 or $1.91 per share on net sales of $158,801,000 as compared to net earnings of $13,880,000 or $1.39 per share on net sales of $135,376,000 in the prior year first half. Second Quarter Financial Highlights -- Net sales rose 15.1% in the second quarter, reflecting strong international growth with increased business with expanding restaurant chains. The second quarter was also favorably impacted by a strong order backlog carried from the first quarter as customers placed orders ahead of first quarter price increases. Additionally, the increase in net sales reflects the impact of the Nu-Vu Foodservice Systems acquisition, which accounted for 5.5% of the second quarter sales growth. Excluding the impact of the acquisition, net sales would have increased 9.6% in the second quarter. -- Gross margin decreased to 38.8% for the second quarter as compared to 39.5% in the prior year quarter. Second quarter margins continued to be impacted by increased steel and other material costs, offset in part by increased production efficiencies resulting from the benefit of increased sales volumes. The margin rate also was affected by lower margins on sales of the Nu-Vu Foodservice Systems product lines acquired in January 2005. -- Operating income margin decreased to 19.5% as a percent of net sales for the second quarter compared to 20.1% in the prior year quarter, reflecting the impact of lower gross margins and higher general and administrative costs. General and administrative expenses in the second quarter included costs associated with the secondary offering completed by the company in July. -- Interest expense increased to $1,698,000 in the second quarter of 2005 as compared to $794,000 in the prior year quarter as a result of higher debt levels resulting from the December 2004 share repurchase transaction. -- Total debt decreased to $121,294,000 at the end of the quarter ended July 2, 2005 from $138,462,000 at the end of the first quarter and $123,723,000 at the end of 2004. The first half borrowing activity included $12 million of funding for the January Nu-Vu acquisition. Chairman and Chief Executive Officer, Selim A. Bassoul said, "We were pleased with the results of the second quarter. As expected, our domestic order rates in the second quarter and the early part of the third quarter have been lower due to customers ordering in advance of our first quarter price increase. However, the impact on second quarter sales was offset by very strong international business which benefited from a number of product rollouts at restaurant chain customers during the quarter." Mr. Bassoul continued, "Although increased steel costs continued to affect margins in the second quarter, we have continued to make progress in implementing initiatives to offset this impact and were pleased with the margins we achieved during the quarter. Gross margins in the quarter also benefited from the seasonally strong sales volumes, which are historically the strongest in the second quarter. We also have made progress integrating the recently acquired Nu-Vu Foodservice Systems business and made significant improvement to the manufacturing operations at that facility. As a result, we began to see margin improvement at this business operation during the quarter and anticipate that will continue throughout the remainder of the year." Conference Call A conference call will be held at 11:00 a.m. Eastern time on Friday, July 29 and can be accessed by dialing (800) 367-5339 and providing conference code 8252040. 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 8252040. 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 Six Months Ended 2nd Qtr, 2nd Qtr, 2nd Qtr, 2nd Qtr, 2005 2004 2005 2004 --------- --------- --------- --------- Net sales $83,912 $72,913 $158,801 $135,376 Cost of sales 51,326 44,120 99,143 83,407 --------- --------- --------- --------- Gross profit 32,586 28,793 59,658 51,969 Selling & distribution expense 8,769 8,327 16,953 15,703 General & administrative expense 7,480 5,813 14,365 11,509 --------- --------- --------- --------- Income from operations 16,337 14,653 28,340 24,757 Interest expense and deferred financing amortization, net 1,698 794 3,484 1,691 Loss (gain) on acquisition financing derivatives - 2 - - Other expense (income), net (62) 78 (265) 272 --------- --------- --------- --------- Earnings before income taxes 14,701 13,779 25,121 22,794 Provision for income taxes 5,732 5,490 9,804 8,914 --------- --------- --------- --------- Net earnings $8,969 $8,289 $15,317 $13,880 ========= ========= ========= ========= Net earnings per share: Basic $1.19 $0.90 $2.04 $1.50 ========= ========= ========= ========= Diluted $1.11 $0.82 $1.91 $1.39 ========= ========= ========= ========= Weighted average number shares: Basic 7,508 9,237 7,490 9,228 ========= ========= ========= ========= Diluted 8,050 10,048 8,035 10,008 ========= ========= ========= ========= THE MIDDLEBY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in 000's) (Unaudited) Jul. 2, Jan. 1, 2005 2005 --------- --------- ASSETS Cash and cash equivalents $3,767 $3,803 Accounts receivable, net 33,573 26,612 Inventories, net 34,977 32,772 Prepaid taxes 726 9,952 Deferred tax assets 8,836 8,865 Other current assets 1,241 2,008 --------- --------- Total current assets 83,120 84,012 Property, plant and equipment, net 23,080 22,980 Goodwill 81,515 74,761 Other intangibles 26,300 26,300 Other assets 2,107 1,622 --------- --------- Total assets $216,122 $209,675 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current maturities of long-term debt $11,730 $10,480 Accounts payable 13,999 11,298 Accrued expenses 43,488 51,311 --------- --------- Total current liabilities 69,217 73,089 Long-term debt 109,564 113,243 Long-term deferred tax liability 8,002 11,434 Other non-current liabilities 5,007 4,694 Shareholders' equity 24,332 7,215 --------- --------- Total liabilities and shareholders' equity $216,122 $209,675 ========= ========= CONTACT: The Middleby Corporation Darcy Bretz (Investor and Public Relations), 847-429-7756 Timothy FitzGerald, 847-429-7744 -----END PRIVACY-ENHANCED MESSAGE-----