FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
_X_ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended April 1, 2000
or
___ Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File No. 1-9973
THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3352497
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2850 W. Golf Road, Suite 405, Rolling Meadows, Illinois 60008
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone No., including Area Code (847) 758-3880
-------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES __X__ N0 _____
As of April 1, 2000, there were 10,190,721 shares of the Registrant's common
stock outstanding.
<PAGE>
THE MIDDLEBY CORPORATION AND SUBSIDIARIES
QUARTER ENDED APRIL 1, 2000
INDEX
DESCRIPTION PAGE
- ----------- ----
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
BALANCE SHEETS 1
April 1, 2000 and January 1, 2000
STATEMENTS OF EARNINGS 2
April 1, 2000 and April 3, 1999
STATEMENTS OF CASH FLOWS 3
April 1, 2000 and April 3, 1999
NOTES TO FINANCIAL STATEMENTS 4
Item 2. Management's Discussion and Analysis 7
of Financial Condition and Results of
Operations
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 11
PART II. OTHER INFORMATION 13
<PAGE>
PART I. FINANCIAL INFORMATION
THE MIDDLEBY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Per Share Amounts)
(Unaudited)
April 1, 2000 January 1, 2000
------------- ---------------
ASSETS
- ------
Cash and cash equivalents ...................... $ 12,093 $ 14,536
Accounts receivable, net ....................... 24,693 24,919
Inventories, net ............................... 17,007 16,884
Prepaid expenses and other ..................... 693 689
Current deferred taxes ......................... 3,373 3,350
-------- --------
Total current assets ...................... 57,859 60,378
Property, plant and equipment, net of
accumulated depreciation of
$18,579 and $17,827 .......................... 20,682 21,281
Excess purchase price over net assets
acquired, net of accumulated
amortization of $6,711 and $6,485 ............ 13,736 13,962
Deferred taxes ................................. 1,489 2,332
Other assets ................................... 1,028 1,095
-------- --------
Total assets ....................... $ 94,794 $ 99,048
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current maturities of long-term debt ........... $ 7,729 $ 7,131
Accounts payable ............................... 8,735 8,861
Accrued expenses ............................... 13,831 16,291
-------- --------
Total current liabilities ................. 30,295 32,283
Long-term debt ................................. 18,008 21,004
Retirement benefits and other
non-current liabilities ...................... 2,365 2,593
Shareholders' equity:
Preferred stock, $.01 par value;
nonvoting; 2,000,000 shares
authorized; none issued .................... -- --
Common stock, $.01 par value;
20,000,000 shares authorized;
11,008,771 issued in 2000
and 1999 ................................... 110 110
Paid-in capital .............................. 54,220 54,220
Treasury stock at cost; 818,050
and 837,800 shares in 2000 and
1999, respectively ........................... (3,239) (3,309)
Accumulated deficit .......................... (4,807) (5,297)
Accumulated other comprehensive
income ..................................... (2,158) (2,556)
-------- --------
Total shareholders' equity ................ 44,126 43,168
-------- --------
Total liabilities and
shareholders' equity ............. $ 94,794 $ 99,048
======== ========
See accompanying notes
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<PAGE>
THE MIDDLEBY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended
----------------------------
April 1, 2000 April 3, 1999
------------- -------------
Net sales ....................................... $ 32,474 $ 32,441
Cost of sales ................................... 21,260 22,815
-------- --------
Gross profit ........................... 11,214 9,626
Selling and distribution expenses ............... 4,029 4,670
General and administrative expenses ............. 4,541 3,220
Non-recurring expense ........................... -- 750
-------- --------
Income from operations ................. 2,644 986
Interest expense and deferred
financing amortization ........................ 477 690
Other expense, net .............................. 286 259
-------- --------
Earnings before income taxes ........... 1,881 37
Provision for income taxes ...................... 1,391 387
-------- --------
Net earnings (loss) .................... $ 490 $ (350)
======== ========
Net earnings (loss) per share:
Basic .................................. $ 0.05 $ (0.03)
Diluted ................................ $ 0.05 $ (0.03)
Weighted average number of shares
Basic .................................. 10,184 10,158
Diluted ................................ 10,350 10,158
See accompanying notes
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<PAGE>
THE MIDDLEBY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Three Months Ended
----------------------------
April 1, 2000 April 3, 1999
------------- -------------
Cash flows from operating activities-
Net earnings (loss) ............................ $ 490 $ (350)
Adjustments to reconcile net earnings (loss)
to cash (used in) operating activities-
Depreciation and amortization ................ 948 936
Utilization of NOL's ......................... 820 330
Non-cash portion of non-recurring
charges .................................... -- 530
Changes in assets and liabilities-
Accounts receivable ........................ 226 (451)
Inventories ................................ (123) (332)
Prepaid expenses and other assets .......... 63 (830)
Accounts payable ........................... (126) (1,704)
Accrued expenses and other
liabilities ............................. (2,690) (1,019)
-------- --------
Net cash (used in)
operating activities ....................... (392) (2,890)
-------- --------
Cash flows from investing activities-
Additions to property and equipment ............ (123) (298)
-------- --------
Net cash (used in)
investing activities ......................... (123) (298)
-------- --------
Cash flows from financing activities-
Proceeds (repayments) under
intellectual property lease .................. (1,953) 95
Reduction in revolving
credit line, net ............................. (445) --
Issuance of treasury stock ..................... 70 --
Other financing activities, net ................ -- (48)
-------- --------
Net cash (used in) provided by
financing activities ......................... (2,328) 47
-------- --------
Effect of exchange rates on cash ........... 400 (303)
-------- --------
Changes in cash and cash equivalents-
Net decrease in cash and cash
equivalents .................................. (2,443) (3,444)
Cash and cash equivalents at
beginning of year ............................ 14,536 6,768
-------- --------
Cash and cash equivalents at end
of quarter ................................... $ 12,093 $ 3,324
======== ========
Interest paid .................................... $ 647 $ 641
======== ========
Income taxes paid ................................ $ 91 $ --
======== ========
See accompanying notes
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<PAGE>
THE MIDDLEBY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 1, 2000
(Unaudited)
1) Summary of Significant Accounting Policies
The financial statements have been prepared by The Middleby Corporation
(the "Company"), without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
not misleading. These financial statements should be read in conjunction
with the financial statements and related notes contained in the Company's
1999 Annual Report. Other than as indicated herein, there have been no
significant changes from the data presented in said Report.
In the opinion of management, the financial statements contain all
adjustments necessary to present fairly the financial position of the
Company as of April 1, 2000 and January 1, 2000, and the results of
operations for the three months ended April 1, 2000 and April 3, 1999 and
cash flows for the three months ended April 1, 2000 and April 3, 1999.
Certain prior year amounts have been reclassified to be consistent with the
current year presentation.
2) Comprehensive Income
The Company reports changes in equity during a period, except those
resulting from investment by owners and distribution to owners, in
accordance with Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," (SFAS No. 130.
Components of comprehensive income were as follows:
Three Months Ended
April 1, 2000 April 3, 1999
------------- -------------
(In thousands)
Net earnings (loss) ............................... $ 490 $(350)
Cumulative translation
adjustment ...................................... 398 54
----- -----
Comprehensive income (loss) ................ $ 888 $(296)
===== =====
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<PAGE>
3) Inventories
Inventories are valued using the first-in, first-out method.
Inventories consist of the following:
April 1, 2000 January 1, 2000
------------- ---------------
(In thousands)
Raw materials and parts .............. $ 4,218 $ 4,738
Work-in-process ...................... 4,793 3,904
Finished goods ....................... 7,996 8,242
------- -------
$17,007 $16,884
======= =======
4) Accrued Expenses
Accrued expenses consist of the following:
April 1, 2000 January 1, 2000
------------- ---------------
(In thousands)
Accrued payroll and
related expenses .................... $ 3,557 $ 4,820
Accrued customer rebates .............. 1,676 3,472
Accrued commissions ................... 1,461 1,074
Accrued warranty ...................... 1,685 1,628
Other accrued expenses ................ 5,452 5,297
------- -------
$13,831 $16,291
======= =======
5) Non-recurring Expenses
During the third quarter of 1999, the Company recorded restructuring
charges aggregating to $1,248,000. The charge provided for $1,020,000
related to cost reduction actions at the Company's International
Distribution business. These actions include the closure of the division
headquarters located in Florida and employee reduction efforts at the
Florida headquarters office and the Japanese distribution operation. The
headquarters for the International Distribution business has been
integrated within the Company's existing Corporate office. Distribution
operations previously existing at the Florida facility have been integrated
within regional distribution operations in Asia, Europe and Latin America.
The recorded charge consists of lease exit costs of $360,000, the disposal
of fixed assets of $300,000, and severance benefits of $360,000 for 11
employees. Additional charges of $228,000 were recorded principally for
severance benefits for 87 employees within the Philippines manufacturing
operations of the Cooking Systems Group. As of April 1, 2000, the Company
had $351,000 of remaining reserves associated with these actions, which
included $43,000 for severance benefits to be paid in full by the end of
the second quarter of 2000 and $308,000 associated with lease liabilities
pertaining to the exited facility. All actions associated with the
restructuring are expected to be completed by the end of the second quarter
of 2000.
During the first and second quarters of 1999, the Company recorded
non-recurring expenses in the amount of $750,000 and $211,000,
respectively. These charges principally related to severance benefits for
52 terminated employees at the Cooking Systems Group and the International
Distribution Division. As of January 1, 2000, the remaining liability
associated with unpaid severance benefits amounted to $7,000 and will be
paid in full by the second quarter of 2000.
- 5 -
<PAGE>
6) Segment Information
The Company operates in two reportable business segments defined by
management reporting structure and operating activities. The International
Specialty Equipment Division was merged into the Cooking Systems Group in
the fourth quarter of 1999 as a result of changes in Company management and
the organizational reporting structure. Prior year amounts have been
restated to present information on a consistent basis.
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. The Company evaluates
individual segment performance based on operating income. Intersegment
sales are made at established arms-length transfer prices.
The following table summarizes the results of operations for the Company's
business segments (in thousands):
<TABLE>
<CAPTION>
Cooking Corporate
Systems International and
Group Distribution Other(1) Eliminations(2) Total
------- ------------- --------- --------------- -----
<S> <C> <C> <C> <C> <C>
Three Months Ended April 1, 2000
Net sales $ 28,945 $ 8,775 $ -- $ (5,246) $ 32,474
Operating
income (loss) 4,486 88 (1,664) (266) 2,644
Depreciation
expense 624 40 58 -- 722
Capital
expenditures 103 15 5 -- 123
Total assets 59,369 18,263 28,144 (10,982) 94,794
Long-lived assets 20,564 627 15,744 -- 36,935
Three Months Ended April 3, 1999
Net sales $ 26,969 $ 8,878 $ 243 $ (3,649) $ 32,441
Operating
income (loss) 2,279 (524) (769) -- 986
Non-recurring
Expense 496 254 -- -- 750
Depreciation
expense 664 66 50 -- 780
Capital
expenditures 263 25 10 -- 298
Total assets 59,412 19,536 27,425 (9,282) 97,091
Long-lived assets 21,927 521 22,266 -- 44,714
</TABLE>
(1) Includes sales of certain discontinued product lines in addition to
corporate and other general Company assets and operations.
(2) Includes elimination of intercompany sales, profit in inventory and
intercompany receivables. Intercompany sale transactions are predominantly
from the Cooking Systems Group to the International Distribution Division.
- 6 -
<PAGE>
Net sales by major geographic region were as follows:
Three Months Ended
------------------------------
April 1, 2000 April 3, 1999
-------------- --------------
(In thousands)
United States $22,846 $22,294
------- -------
Asia 2,229 3,249
Europe and Middle East 3,661 3,463
Latin America 2,853 2,186
Canada 885 1,249
------- -------
Total International 9,628 10,147
------- -------
Net Sales $32,474 $32,441
======= =======
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Unaudited).
Informational Note
This report contains forward-looking statements subject to the safe harbor
created by the Private Securities Litigation Reform Act of 1995. The Company
cautions readers that these statements are based upon future results or events
and are highly dependent upon a variety of important factors which could cause
such results or events to differ materially from any forward-looking statements
which may be deemed to have been made in this report, or which are otherwise
made by or on behalf of the Company. Such factors include, but are not limited
to, changing market conditions; the availability and cost of raw materials; the
impact of competitive products and pricing; the timely development and market
acceptance of the Company's products; foreign exchange and political risks
affecting international sales, in particular any continued weakness in Asian
economies; and other risks detailed herein and from time to time in the
Company's Securities and Exchange Commission filings, including those discussed
under "Risk Factors" in the Company's Registration Statement on Form S-2 (Reg.
No. 333-35397). Any forward looking statements contained in this report speak
only as of the date of this filing. The Company undertakes no obligation to
update publicly any forward looking information, whether as a result of new
information, future events or otherwise.
- 7 -
<PAGE>
NET SALES SUMMARY
(dollars in thousands)
Three Months Ended
-------------------------------------------
April 1, 2000 April 3, 1999
--------------------- -------------------
Sales Percent Sales Percent
------- --------- ------- ---------
Business Divisions
Conveyor oven
equipment ................. $ 13,444 41.4% $ 11,435 35.2%
Counterline cooking
Equipment ................. 3,275 10.1% 3,532 10.9%
Core cooking
equipment ................. 11,373 35.0% 10,474 32.3%
International specialty
equipment ................. 853 2.7% 1,528 4.7%
Cooking Systems Group .......... 28,945 89.2% 26,969 83.1%
International
distribution (1) ............ 8,775 27.0% 8,878 27.4%
Intercompany
sales (2) ................... (5,246) (16.2%) (3,649) (11.2%)
Other (3) ...................... -- -- 243 0.7%
Total ........................ $ 32,474 100.0% $ 32,441 100.0%
======== ===== ======== =====
(1) Consists of sales of products manufactured by Middleby and products
manufactured by third parties.
(2) Represents the elimination of sales to the Company's International
Distribution Division from Cooking Systems Group.
(3) Includes sales of certain discontinued product lines.
- 8 -
<PAGE>
Results of Operations
The following table sets forth certain consolidated statements of earnings items
as a percentage of net sales for the periods.
<TABLE>
<CAPTION>
Three Months Ended
------------------------------
April 1, 2000 April 3, 1999
------------- -------------
<S> <C> <C>
Net sales ........................................... 100.0% 100.0%
Cost of sales ....................................... 65.5% 70.3%
----- -----
Gross profit ...................................... 34.5% 29.7%
Selling, general and administrative
expenses .......................................... 26.4% 24.3%
Non-recurring expense ............................... -- 2.4%
----- -----
Income from operations ............................ 8.1% 3.0%
Interest expense and deferred financing
amortization,net .............................. 1.4% 2.1%
Other expense,net ................................... 0.9% 0.8%
----- -----
Earnings before income taxes ...................... 5.8% 0.1%
Provision for income taxes .......................... 4.3% 1.2%
----- -----
Net earnings (loss) ............................... 1.5% (1.1)%
===== =====
</TABLE>
Three Months Ended April 1, 2000 Compared to Three Months Ended April 3, 1999
NET SALES. Net sales in the three-month period ended April 1, 2000 increased
slightly to $32.5 million as compared to $32.4 million in the three-month period
ended April 3, 1999.
Sales of the Cooking Systems Group for the three-month period ended April 1,
2000 increased 7% to $28.9 million from $27.0 million in the prior year period.
Sales of conveyor oven equipment increased 18% from the prior year period as a
result of growth in the international markets. Core cooking equipment sales
increased 9% with continued success of new product introductions. Sales of
counterline equipment decreased 7% due to the discontinuance of certain
unprofitable product lines. Sales of international specialty equipment decreased
by $0.7 million, or 44% as a result of lower sales volumes from a major
restaurant chain and the refocusing of activities to the manufacture of low cost
component parts to supplement the U.S. based production operations and lower
demand of major chain customers.
Sales of the International Distribution Division decreased 1% to $8.8 million
from $8.9 million in the previous year period. The lower sales level reflects
the discontinuance of certain distributed product of third-party manufacturers,
which was offset by increased sales of the Company's manufactured product during
the quarter. Increased sales in Europe and Latin America were offset by lower
sales in Canada and Asia.
- 9 -
<PAGE>
GROSS PROFIT. Gross profit increased 16% to $11.2 million from $9.6 million in
the prior year period. As a percentage of sales, gross margins increased to
34.5% from 29.7% in the prior year period. Gross margins at the Cooking Systems
Group improved, reflecting the benefit of prior year cost reduction actions,
which lowered manufacturing overhead and improved production efficiencies. Gross
margins at the International Distribution Division also improved as a result of
improved sales mix and the prior year exit of unprofitable product offerings.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased to $8.6 million as compared to $7.9 million in
the prior year period. As a percentage of net sales, expenses increased to 26.3%
as compared to 24.4%. Expenses were higher due in part to an increased provision
for bad debts and higher incentive compensation associated with the improved
financial results.
NON-RECURRING EXPENSES. The Company recorded restructuring charges of
approximately $0.8 million during the first quarter of 1999 for severance and
benefit costs associated with employee reduction efforts. There were no
non-recurring charges recorded during the first quarter of 2000.
INTEREST AND DEFERRED FINANCING AMORTIZATION. Net financing costs decreased to
$0.5 million from $0.7 million in the prior year period as a result of increased
interest income on higher cash balances and lower interest expense on reduced
outstanding debt.
OTHER EXPENSE. Other expenses were $0.3 million in the current year and prior
year quarters and included exchange losses at the Company's operations in Europe
and Asia.
INCOME TAXES. A tax provision of $1.4 million was recorded associated with
taxable income reported at the Company's operations in the United States, Mexico
and Europe while no benefit was recognized for losses at its international
subsidiaries within Asia. Approximately $0.8 million of tax loss carry-forwards
will be utilized to offset the liability associated with the recorded tax
provision.
Financial Condition and Liquidity
Total cash and cash equivalents decreased by $2.4 million to $12.1 million at
April 1, 2000 from $14.5 million at January 1, 2000. Net borrowings decreased
from $28.1 million at January 1, 2000 to $25.7 million at April 1, 2000.
- 10 -
<PAGE>
OPERATING ACTIVITIES. Net cash provided by operating activities before changes
in assets and liabilities was $2.3 million in the three months ended April 1,
2000 as compared to $1.4 million in the prior year period. Net cash used by
operating activities after changes in assets and liabilities was $0.4 million as
compared to $2.9 million in the prior year period.
During the first three months of 2000, accounts receivable decreased $0.2
million. Inventories increased by $0.1 million, as a reduction in international
inventories was offset by increased inventories at the domestic manufacturing
operations associated with increased sales and the introduction of new products.
Prepaid expenses decreased $0.1 million. Accounts payable decreased $0.1 million
due to the timing of payments. Accrued expenses and other liabilities decreased
$2.7 million primarily due to payments under annual customer rebate programs and
the funding of annual incentive compensation obligations.
INVESTING ACTIVITIES. During the first three months of 2000, the Company had
capital expenditures of $0.1 million primarily to enhance manufacturing
capabilities.
FINANCING ACTIVITIES. Net borrowings under financing arrangements decreased from
$28.1 million to $25.7 million during the first three months of 2000. This net
decrease is primarily due to net payments of $2.0 million under the intellectual
property lease.
As of April 1, 2000, the Company was in compliance with covenants pursuant to
the multi-currency revolving credit facility and its $15.0 million senior note.
Management believes that the Company will have sufficient financial resources
available to meet its anticipated requirements for working capital, growth
strategies, capital expenditures and debt amortization for the foreseeable
future.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
International Exposure
The Company has manufacturing operations located in Asia and distribution
operations in Asia, Europe and Latin America. The Company's operations are
subject to the impact of economic downturns, political instability, and foreign
trade restrictions, which may adversely affect the financial results. The
Company anticipates that international sales will continue to account for a
significant portion of consolidated net sales in the foreseeable future.
Countries within Asia and certain other regions continue to be impacted by
adverse economic conditions which have affected the Company's sales volumes into
these markets. Some sales by the foreign operations are in local currency and an
increase in the relative value of the U.S. dollar against such currencies would
- 11 -
<PAGE>
lead to the reduction in consolidated U.S. dollar sales and earnings.
Additionally, foreign currency exposures are not fully hedged and there can be
no assurances that the Company's future results of operations will not be
adversely affected by currency fluctuations.
Derivative Financial Instruments
The Company uses derivative financial instruments, principally foreign currency
forward purchase and sale contracts with terms of less than one year, to hedge
its exposure to changes in foreign currency exchange rates. The Company's
primary exposure to changes in foreign currency rates results from intercompany
loans made between Middleby affiliates to minimize the need for borrowings from
third parties. Additionally, the Company enters into foreign currency forward
purchase and sale contracts to mitigate its exposure to changes in exchange
rates on intercompany and third party trade receivables and payables. The
Company does not currently enter into derivative financial instruments for
speculative purposes. In managing its foreign currency exposures, the Company
identifies and aggregates naturally occurring offsetting positions and then
hedges residual exposures. The following table summarizes the forward purchase
contracts outstanding at April 1, 2000:
Sell Purchase Maturity
---- -------- --------
393,155,000 South Korean Won $350,000 US Dollars June 15, 2000
394,240,000 South Korean Won $350,000 US Dollars September 15, 2000
13,136,750 Taiwan Dollar $425,000 US Dollars June 15, 2000
13,200,500 Taiwan Dollar $425,000 US Dollars September 15, 2000
1,000,000 Euro $985,700 US Dollars May 2, 2000
500,000 Euro $497,100 US Dollars May 2, 2000
Interest Rate Risk
The Company is exposed to market risk related to changes in interest rates. The
following table summarizes the maturity of the Company's debt obligations:
Fixed Variable
Twelve Month Rate Rate
Period Ending Debt Debt
------------- ------- -------
(dollars in thousands)
March 31, 2001 $ 7,729 $ --
March 31, 2002 9,744 3,264
March 31, 2003 5,000 --
------- -------
$22,473 $ 3,264
======= =======
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<PAGE>
Fixed rate debt is comprised of a $15.0 million unsecured senior note and $7.5
million due under lease arrangements. The senior note bears interest at a rate
of 10.99% and the lease arrangements bear interest at an average implicit
interest rate of 10.3%. Variable rate debt is comprised of borrowings under the
Company's $10.0 million revolving credit line, which includes a $2.7 million Yen
denominated loan and a $0.6 million Euro denominated loan. Interest under the
unsecured revolving credit facility is assessed based upon the bank's reference
rate in each respective country. The interest rate assessed to the Yen and Euro
denominated loans at April 1, 2000 were 0.6% and 4.3%, respectively.
PART II. OTHER INFORMATION
The Company was not required to report the information pursuant to Items 1
through 6 of Part II of Form 10-Q for the three months ended April 1, 2000,
except as follows:
Item 2. Changes in Securities
c) During the first quarter of fiscal 2000, the Company issued 19,750 shares
of the Company's common stock to a former officer, pursuant to the exercise
of stock options, for $69,812.50. Such options were granted at an average
exercise price of $3.535 per share. The issuance of such shares was exempt
under the Securities Act of 1933, as amended, pursuant to Section 4(2)
thereof, as transactions by an issuer not involving a public offering.
Item 4. Submission of Matters to a Vote of Security Holders
On May 11, 2000, the Company held its 2000 Annual Meeting of Stockholders. The
following persons were elected as directors to hold office until the 2001 Annual
Meeting of Stockholders: Robert R. Henry, A. Don Lummus, John R. Miller III,
Philip G. Putnam, David P. Riley, Sabin C. Streeter, Joseph G. Tompkins, William
F. Whitman, Jr., Laura B. Whitman and Robert L. Yohe. The number of shares cast
for, withheld and abstained with respect to each of the nominees were as
follows:
Nominee For Withheld Abstained
---------- --------- -------- ---------
Henry 9,318,687 21,211 0
Lummus 9,321,087 18,811 0
Miller 9,320,687 19,211 0
Putnam 9,321,187 18,711 0
Riley 9,308,862 31,036 0
Streeter 9,320,687 19,211 0
Tompkins 9,319,587 20,311 0
Whitman, W 9,314,694 25,204 0
Whitman, L 9,290,141 49,757 0
Yohe 9,321,184 18,714 0
The stockholders also voted to approve the ratification of the selection of
Arthur Andersen LLP as independent auditors for the Company for the fiscal year
ending December 30, 2000. 9,310,812 shares were cast for such election, 14,636
shares were cast against such election, and 14,450 shares abstained. There were
no broker non-votes with respect to either of these proposals.
- 13 -
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits - The following Exhibits are filed herewith:
Exhibit (27) - Financial Data Schedule (EDGAR only)
b) Reports on Form 8-K:
None.
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 thereunto duly authorized.
THE MIDDLEBY CORPORATION
------------------------
(Registrant)
Date: May 16, 2000 By: /s/ David B. Baker
------------------------ --------------------------------------
David B. Baker
Vice President, Chief
Financial Officer and
Secretary
(Principal Financial and
Accounting Officer)
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<TABLE> <S> <C>
<ARTICLE> 5
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