-----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, HCptp0qhdJj/MznONVOC8WeDEHCfK2f/5Dq0po67oRcToK82JnXa5k6GFASrNc0B 1npond98pkN6v2k9QbJFBQ== 0001188112-08-001576.txt : 20080507 0001188112-08-001576.hdr.sgml : 20080507 20080507161954 ACCESSION NUMBER: 0001188112-08-001576 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080507 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080507 DATE AS OF CHANGE: 20080507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TURBOCHEF TECHNOLOGIES INC CENTRAL INDEX KEY: 0000916545 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 481100390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32334 FILM NUMBER: 08810219 BUSINESS ADDRESS: STREET 1: SUITE 1900 STREET 2: SIX CONCOURSE PARKWAY CITY: ATLANTA STATE: 2Q ZIP: 30328 BUSINESS PHONE: 678-987-1700 MAIL ADDRESS: STREET 1: SUITE 1900 STREET 2: SIX CONCOURSE PARKWAY CITY: ATLANTA STATE: 2Q ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: TURBOCHEF INC DATE OF NAME CHANGE: 19940207 8-K 1 t62677_8k.htm FORM 8-K t62677_8k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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 7, 2008

 
TURBOCHEF TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
001-32334
 
48-1100390
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

Six Concourse Parkway, Suite 1900, Atlanta, Georgia
 
30328
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code:
(678) 987-1700

 
Not Applicable

(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 (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
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 7, 2008, TurboChef Technologies, Inc. (“TurboChef”) issued a press release (the “Release”) reporting its financial results for the quarter ended March 31, 2008.  A copy of the Release is furnished as  Exhibit 99.1 to this Form 8-K.
 
The information in this Report furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section.  It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing references this Item 2.02 of this Form 8-K.
 
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
 
(d) Exhibits.    
       
 
Exhibit No.
Description
 
       
 
99.1
Press Release of TurboChef Technologies, Inc. dated May 7, 2008

 
 
SIGNATURES
 
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 hereunto duly authorized.
 
 
TURBOCHEF TECHNOLOGIES, INC.
 
 
(Registrant)
 
     
     
 
By:
/s/ Dennis J. Stockwell
 
   
Dennis J. Stockwell
 
   
Vice President and General Counsel
 
 
Date:  May 7, 2008
EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1
 
 
TurboChef Reports Results for 2008 First Quarter
 
Cites 34% Increase in Revenues Increase in Gross Margins,
Records Seventh Consecutive Quarterly Increase in Commercial Operating Income,
License and Product Integration Agreement Signed with Martha Stewart Living Omnimedia

 
 
Atlanta, Georgia, May 7, 2008 – TurboChef Technologies, Inc. (NASDAQ-GM: OVEN) today reported financial results for the three months ended March 31, 2008.

Significant Items:
 
 
First quarter 2008 revenue was $24.5 million, a 34% increase over the year-ago quarter revenue of $18.3 million.  First quarter revenue included $326,000 attributable to the Company’s Residential segment, a 36% increase over the fourth quarter of 2007. Overall gross margins were 40% for the quarter; 280 basis points improved over the year-ago quarter.
     
 
The Commercial segment posted operating income of $2.6 million, an 87% increase over the prior year’s first quarter. Diversification of the customer base continues as the Company’s two largest customers accounted for only approximately 51% of the quarter’s revenue, while a third significant customer added approximately 7%. Approximately $10.4 million, or 42% of the first quarter’s revenue, was from sales to customers other than these three; an increase of 45% over the year-ago quarter.
     
 
Momentum with major commercial customers continues. The successful rollout of Dunkin’ Brands new Oven-Toasted menu powered by the Company’s Tornado® oven has continued and has been the subject of well received advertising spots in various markets around the country. Additionally, recent articles in local newspapers and industry magazines have highlighted the success of innovative food programs powered by TurboChef® products which have been introduced by several major convenience store chains. Further, interest in the Company’s new conveyor ovens and its new i5 speed cook batch oven continues to be strong, and the results of the numerous trials of these new products bode well for future sales.
     
 
The Company recently announced that it entered into a three-year agreement with Martha Stewart Living Omnimedia, Inc. (MSLO) to license the rights to use the names and likenesses of Martha Stewart and Emeril Lagasse and obtain certain other services in connection with promoting its residential products. The consideration given in exchange is a combination of common stock with an aggregate value of approximately $8.0 million issuable in three tranches and a warrant to purchase 454,000 additional common shares. Up to $5.0 million of the consideration payable for tranches two and three can, at the Company’s option, be paid in cash in lieu of issuing common stock.
     
 
The Residential segment reported an operating loss of $3.5 million for the quarter, approximately 14% greater than the year-ago quarter. The Company is taking steps to recalibrate its Residential sales and marketing spending in light of current market conditions and the MSLO transaction. Accordingly, a number of cost-reduction initiatives were recently implemented, including reducing headcount by 14, curtailing media buys and other advertising programs and optimizing the timetable for new product development plans.
 
 
 

 
 
   
In connection with implementing the cost-reduction initiatives, the Company expects to record a charge of $1.4 million in the second quarter of 2008, of which approximately $1.0 million is the non-cash cost of modifying equity awards for certain of the separated employees, and expects the cost-reduction initiatives to result in $3.0 million savings on an annualized basis commencing in full in the third quarter of 2008.
 
Financial Review

For the three months ended March 31, 2008, total revenue was $24.5 million compared with $18.3 million in the year-ago quarter. Contributing factors were increased overall unit sales, including continued rollout sales to one major customer, slightly higher average selling prices and an increased level of services revenue. As a percentage of total sales, cost of product sales for the first quarter was 60.1% as compared with 62.9% for the year-ago quarter.

Selling, general and administrative expenses for the quarter were $11.2 million, including approximately $1.4 million in residential marketing costs, $1.2 million in commissions to manufacturer representatives, $1.1 million in legal costs, including patent litigation, and $657,000 in non-cash, stock-based compensation costs. The Company’s cost-reduction initiatives, which are being implemented in the second quarter 2008, are anticipated to achieve annualized savings of approximately $3.0 million commencing in the second half of the year.

The Company reported a net loss of $4.3 million or $0.15 per share for the first quarter of 2008 compared with a net loss of $4.9 million or $0.17 per share in the year-ago quarter.

Commentary

Richard Perlman, Chairman, said, “We are very pleased with the start to our 2008 year. It is clear that our commercial business has strong momentum, and we are working closely with our existing customers to further strengthen our relationships with them, including broadening their menu offerings.  From the very start, we have had a strong commitment to research and development and have worked hard to establish ourselves as the thought leader in the evolving cooking appliance industry.

“We basically started with two products and a handful of customers in 2003, and now have hundreds of customers including high end restaurants, sandwich shops, fast food outlets, convenience stores, grocery stores, sports stadiums, and movie theaters to name a few.  Commercial sales have grown in excess of 30% year over year for the last six consecutive quarters, and operating income for our commercial business has increased for the last seven consecutive quarters.

“In addition, we now have an exciting portfolio of existing and new products, both batch and conveyor, electric and gas, that are stimulating increasing interest from a diverse and broad group of buyers both domestically and internationally.

“The increased throughput (40% to 50%) that our customers are seeing as a result of using our new ovens and the fact that many of our models occupy less space than other companies’ models makes a huge difference to them in their ability to prepare, cook and serve food.  Our customers rave about the quality of the food coming out of our ovens and the reduced wait times for food, and they are especially appreciative of the dedicated service and attention we give to each of our customers.”
 
 
 

 

Jim Price, President, added, “As our commercial customer base has grown, so has our visibility and presence to an ever increasing group of buyers. We pride ourselves on the relationships we have built with our customers and feel we are uniquely positioned to sell them additional ovens for their expanding culinary needs and to replace their ovens once they have completed a normal life cycle of operation.”

Price continued, “On the residential side, we are excited about the agreement that MSLO and the Company announced last week and look forward to integrating two leading voices in cooking, Martha Stewart and Emeril Lagasse, into TurboChef's marketing and promotional campaigns. TurboChef is committed to building a sustained presence in the residential oven marketplace, just as we have in the commercial marketplace, and we believe aligning ourselves with these two dominant and public personalities who are truly enthusiastic about the amazing cooking capabilities of the TurboChef ovens, opens unlimited opportunities for TurboChef to reach our target consumers.”

Perlman concluded, “We remain totally committed to our goal of achieving profitability in 2008 and thereafter. We have initiated a number of spending cuts and headcount reductions, the full effect of which will begin in the second half of the year. These cuts/reductions are steps taken toward achieving our profitability objectives.”

About TurboChef

TurboChef Technologies, Inc. is a leading provider of equipment, technology and services focused on the high-speed preparation of food products for the worldwide commercial primary cooking equipment market and offers equipment for residential markets through the application of its high-speed cooking technologies, as well. TurboChef’s user-friendly speed cook ovens employ proprietary combinations of heating technologies to cook a variety of food products at speeds faster than, and to quality standards that it believes are comparable or superior to, that of conventional heating methods.  The address of TurboChef’s principal executive offices is Six Concourse Parkway, Suite 1900, Atlanta, GA  30328. Visit TurboChef at www.turbochef.com.

TurboChef will be hosting a conference call to discuss its results on Wednesday May 7, 2008, at 4:45 p.m. EDT. To join the conference call, please dial (888) 241-0558 (Event ID#: 41880550) or access the audio feed through a webcast link on our website at www.turbochef.com.  International callers, please dial: (647) 427-3417 (Event ID#: 41880550). A replay of the conference call will be available through our website or by calling (800) 677-1564 or (402) 220-1442 (Event ID#: 41880550).

For more information, contact:
 
James A. Cochran
Senior Vice President – Investor Relations and Corporate Strategy
TurboChef Technologies, Inc.
Six Concourse Parkway
Suite 1900
Atlanta, Georgia  30328
(678) 987-1700
 
 
 

 

Forward-Looking Statements

Certain statements in this release, and other written or oral statements made by or on behalf of TurboChef, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regarding future events and developments and our future performance, as well as management’s expectations, beliefs, plans, guidance, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. These forward-looking statements are subject to a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, the following: the uncertainty of market acceptance and demand for the Company’s products, the ability to obtain additional financing necessary to expand operations, the uncertainty of consumer acceptance of new products or technologies that may be offered by TurboChef, the dependence on a limited number of customers, relationships with and dependence on third-party equipment manufacturers and suppliers, impact of competitive products and pricing, and the results of government inquiries and possible regulatory action or private litigation regarding the Company’s stock option grants and practices.  The words “looking forward,” “believe,” “expect,” “likely,” “should” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only for the date the statement was made. TurboChef Technologies, Inc. undertakes no obligation to publicly update any forward-looking statements, whether as a result of future events, new information or otherwise.

 
 

 

TURBOCHEF TECHNOLOGIES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
             
             
   
Three Months Ended March 31,
 
   
2008
   
2007
 
             
Revenues:
           
Product sales
  $ 24,182     $ 17,939  
Royalties
    299       392  
Total revenues
    24,481       18,331  
                 
Costs and expenses:
               
Cost of product sales
    14,710       11,533  
Research and development expenses
    1,473       1,487  
Selling, general and administrative expenses
    11,224       9,342  
Depreciation and amortization
    1,178       951  
Total costs and expenses
    28,585       23,313  
                 
Operating loss
    (4,104 )     (4,982 )
                 
Other income (expense):
               
Interest income
    73       221  
Interest expense and other
    (312 )     (156 )
      (239 )     65  
                 
Net loss
  $ (4,343 )   $ (4,917 )
                 
                 
Per share data:
               
Net loss per share:
               
                 
Basic and diluted:
  $ (0.15 )   $ (0.17 )
                 
Weighted average number of common shares outstanding:
 
                 
Basic and diluted:
    29,677,272       29,223,104  
 
 
 

 
 
TURBOCHEF TECHNOLOGIES, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
             
             
   
March 31,
   
December 31
 
   
2008
   
2007
 
             
Assets:
           
             
Current assets:
           
             
Cash and cash equivalents
  $ 13,209     $ 10,149  
Accounts receivable, net
    11,640       38,657  
Other receivables
    3,610       2,502  
Inventory, net
    16,187       11,883  
Prepaid expenses
    6,298       3,307  
                 
Total current assets
    50,944       66,498  
                 
Property and equipment, net
    7,882       6,728  
                 
Developed technology, net
    4,954       5,156  
Goodwill
    5,934       5,934  
Covenants not-to-compete, net
    4,174       4,314  
Other assets
    178       91  
                 
Total assets
  $ 74,066     $ 88,721  
                 
Liabilities and Stockholders’ Equity:
               
                 
Current liabilities:
               
Accounts payable
  $ 23,679     $ 20,178  
Accrued expenses
    5,576       9,894  
Future installments due on covenants not-to-compete and additional consideration for assets acquired
    3,870       3,801  
Amounts outstanding under credit facility
    -       9,000  
Deferred revenue
    8,756       9,554  
Accrued warranty
    153       558  
Deferred rent
    247       247  
Other current liabilities
    -       1,908  
                 
Total current liabilities
    42,281       55,140  
                 
Deferred rent, non-current
    913       974  
Other liabilities
    109       100  
                 
Total liabilities
    43,303       56,214  
                 
Commitments and contingencies
               
                 
Stockholders’ equity:
               
                 
Preferred membership units exchangeable for TurboChef common stock
    380       380  
Common stock, $.01 par value, authorized 100,000,000 shares,
               
issued 29,955,168 and 29,568,325 shares at March 31, 2008 and
               
December 31, 2007, respectively
    300       296  
Additional paid-in capital
    176,452       173,857  
Accumulated deficit
    (146,369 )     (142,026 )
                 
Total stockholders’ equity
    30,763       32,507  
                 
Total liabilities and stockholders’ equity
  $ 74,066     $ 88,721  
 
 
 

 
 
TURBOCHEF TECHNOLOGIES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
             
             
   
Three Months Ended March 31,
 
   
2008
   
2007
 
             
Cash flows from operating activities:
           
Net loss
  $ (4,343 )   $ (4,917 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation and amortization
    1,178       952  
Amortization of deferred rent
    (61 )     (60 )
Amortization of deferred loan costs and non-cash interest
    137       145  
Non-cash compensation expense
    582       144  
Provision for doubtful accounts
    (33 )     90  
Other
    41       -  
Changes in operating assets and liabilities:
               
Accounts receivable
    27,009       (18 )
Inventories
    (4,551 )     1  
Prepaid expenses and other assets
    (4,099 )     (345 )
Accounts payable
    3,501       (626 )
Accrued expenses and warranty
    (4,714 )     882  
Deferred revenue
    (798 )     415  
                 
Net cash provided by (used in) operating activities
    13,849       (3,337 )
                 
Cash flows from investing activities:
               
Property and equipment expenditures
    (1,741 )     (167 )
                 
Net cash used in investing activities
    (1,741 )     (167 )
                 
Cash flows from financing activities:
               
Repayments of credit facility
    (9,000 )     -  
Proceeds from the exercise of stock options and warrants
    109       266  
Payment of deferred loan costs
    (157 )     (25 )
                 
Net cash used in (provided by) financing activities
    (9,048 )     241  
                 
Net change in cash and cash equivalents
    3,060       (3,263 )
Cash and cash equivalents at beginning of period
    10,149       19,675  
Cash and cash equivalents at end of period
  $ 13,209     $ 16,412  
                 
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
               
Cash paid for income taxes
  $ -     $ -  
Cash paid for interest
    173       12  
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