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FORM 10-Q SECURITIES
AND
EXCHANGE COMMISSION (Mark One) |
X | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the period ended July 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 |
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
36-3352497 (I.R.S. Employer Identification No.) |
1400 Toastmaster Drive, Elgin, Illinois (Address of Principal Executive Offices) |
60120 (Zip Code) |
Registrants Telephone No., including Area Code (847) 741-3300 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] NO [ ] As of August 4, 2000, there were 10,157,521 shares of the registrants common stock outstanding. |
THE MIDDLEBY CORPORATION AND SUBSIDIARIESQUARTER ENDED JULY 1, 2000INDEXDESCRIPTION |
PAGE | |||||||
---|---|---|---|---|---|---|---|
PART I. | FINANCIAL INFORMATION |
Item 1. | Consolidated Financial Statements |
BALANCE SHEETS | 1 | ||||||
July 1, 2000 and January 1, 2000 |
STATEMENTS OF EARNINGS | 2 | ||||||
July 1, 2000 and July 3, 1999 |
STATEMENTS OF CASH FLOWS | 3 | ||||||
July 1, 2000 and July 3, 1999 |
NOTES TO FINANCIAL STATEMENTS | 4 |
Item 2. | Managements Discussion and Analysis | 7 | |||||
of Financial Condition and Results of | |||||||
Operations |
Item 3. | Quantitative and Qualitative Disclosures | 14 | |||||
About Market Risk |
PART II. | OTHER INFORMATION | 15 |
PART I. FINANCIAL INFORMATIONTHE MIDDLEBY
CORPORATION AND SUBSIDIARIES
|
(Unaudited) July 1, 2000 |
January 1, 2000 | ||||
---|---|---|---|---|---|
ASSETS | |||||
Cash and cash equivalents | $17,583 | $14,536 | |||
Accounts receivable, net | 22,039 | 24,919 | |||
Inventories, net | 16,620 | 16,884 | |||
Prepaid expenses and other | 849 | 689 | |||
Current deferred taxes | 3,389 | 3,350 | |||
Total current assets | 60,480 | 60,378 | |||
Property, plant and equipment, net of | |||||
accumulated depreciation of | |||||
$19,274 and $17,827 | 20,116 | 21,281 | |||
Excess purchase price over net assets | |||||
acquired, net of accumulated | |||||
amortization of $6,938 and $6,485 | 13,509 | 13,962 | |||
Deferred taxes | 1,229 | 2,332 | |||
Other assets | 979 | 1,095 | |||
Total assets | $96,313 | $99,048 | |||
LIABILITIES AND SHAREHOLDERS EQUITY | |||||
Current maturities of long-term debt | $7,829 | $7,131 | |||
Accounts payable | 7,723 | 8,861 | |||
Accrued expenses | 15,877 | 16,291 | |||
Total current liabilities | 31,429 | 32,283 | |||
Long-term debt | 17,514 | 21,004 | |||
Retirement benefits and other | |||||
non-current liabilities | 3,110 | 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; 846,250 | |||||
and 837,800 shares in 2000 and | |||||
1999, respectively | (3,431 | ) | (3,309 | ) | |
Accumulated Deficit | (4,165 | ) | (5,297 | ) | |
Accumulated other comprehensive | |||||
income | (2,474 | ) | (2,556 | ) | |
Total shareholders equity | 44,260 | 43,168 | |||
Total liabilities and | |||||
shareholders equity | $96,313 | $99,048 | |||
See accompanying notes |
THE MIDDLEBY
CORPORATION AND SUBSIDIARIES
|
Three Months Ended |
Six Months Ended |
||||||||
---|---|---|---|---|---|---|---|---|---|
July 1, 2000 |
July 3, 1999 |
July 1, 2000 |
July 3, 1999 | ||||||
Net sales | $32,375 | $36,527 | $64,849 | $68,965 | |||||
Cost of sales | 22,350 | 25,801 | 43,610 | 48,616 | |||||
Gross profit | 10,025 | 10,726 | 21,239 | 20,349 | |||||
Selling and distribution expenses | 4,227 | 4,675 | 8,256 | 9,341 | |||||
General and administrative expenses | 3,513 | 3,605 | 8,054 | 6,825 | |||||
Non-recurring expense | | 210 | | 960 | |||||
Income from operations | 2,285 | 2,236 | 4,929 | 3,223 | |||||
Interest expense and deferred | |||||||||
financing amortization | 482 | 696 | 959 | 1,387 | |||||
Other expense, net | 255 | 93 | 541 | 352 | |||||
Earnings before income taxes | 1,548 | 1,447 | 3,429 | 1,484 | |||||
Provision for income taxes | 907 | 1,046 | 2,298 | 1,432 | |||||
Net earnings | $641 | $401 | $1,131 | $52 | |||||
Net earnings per share: | |||||||||
Basic | $0.06 | $0.04 | $0.11 | $0.01 | |||||
Diluted | $0.06 | $0.04 | $0.11 | $0.01 | |||||
Weighted average number of | |||||||||
shares: | |||||||||
Basic | 10,177 | 10,158 | 10,181 | 10,158 | |||||
Diluted | 10,338 | 10,258 | 10,348 | 10,251 |
See accompanying notes |
THE MIDDLEBY
CORPORATION AND SUBSIDIARIES
|
Six Months Ended |
|||||||
---|---|---|---|---|---|---|---|
July 1, 2000 |
July 3, 1999 | ||||||
Cash flows from operating activities- | |||||||
Net earnings | $1,131 | $52 | |||||
Adjustments to reconcile net earnings | |||||||
to cash provided by continuing | |||||||
operating activities- | |||||||
Depreciation and amortization | 1,888 | 1,961 | |||||
Utilization of NOLs | 1,065 | 1,349 | |||||
Non-cash portion of non-recurring | |||||||
expenses | | 428 | |||||
Changes in assets and liabilities- | |||||||
Accounts receivable | 2,881 | (3,018 | ) | ||||
Inventories | 264 | 2,278 | |||||
Prepaid expenses and other assets | 15 | (2,456 | ) | ||||
Accounts payable | (1,139 | ) | (2,109 | ) | |||
Accrued expenses and other | |||||||
liabilities | 103 | 930 | |||||
Net cash provided by (used in) | |||||||
operating activities | 6,208 | (585 | ) | ||||
Cash flows from investing activities- | |||||||
Additions to property and equipment | (271 | ) | (871 | ) | |||
Net cash used in investing activities | (271 | ) | (871 | ) | |||
Cash flows from financing activities- | |||||||
Proceeds (repayments) under | |||||||
intellectual property lease | (1,931 | ) | 319 | ||||
Decrease in revolving credit line, net | (861 | ) | (915 | ) | |||
Purchase of Treasury Stock | (122 | ) | | ||||
Other financing activities, net | | (93 | ) | ||||
Net cash used in financing activities | (2,914 | ) | (689 | ) | |||
Effect of exchange rates on cash | 24 | (212 | ) | ||||
Changes in cash and cash equivalents- | |||||||
Net increase (decrease) in cash | |||||||
and cash equivalents | 3,047 | (2,357 | ) | ||||
Cash and cash equivalents at | |||||||
beginning of year | 14,536 | 6,768 | |||||
Cash and cash equivalents at end | |||||||
of quarter | $17,583 | $4,411 | |||||
Interest paid | $1,243 | $1,346 | |||||
Income taxes paid | $256 | $83 | |||||
See accompanying notes |
THE MIDDLEBY CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJULY 1, 2000
|
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 Companys 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 July 1, 2000 and January 1, 2000, and the results of operations for the three and six month periods ended July 1, 2000 and July 3, 1999 and cash flows for the six months ended July 1, 2000 and July 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 (in thousands): |
Three Months Ended |
Six Months Ended |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
July 1, 2000 |
July 3, 1999 |
July 1, 2000 |
July 3, 1999 | ||||||||
Net earnings | $641 | $401 | $1,131 | $52 | |||||||
Cumulative translation | |||||||||||
adjustment | (316 | ) | (201 | ) | 82 | (148 | ) | ||||
Comprehensive income (loss) | $325 | $200 | $1,213 | $(96 | ) | ||||||
3) | Inventories |
Inventories are valued using the first-in, first-out method. Inventories consist of the following: |
July 1, 2000 |
January 1, 2000 | ||||||
---|---|---|---|---|---|---|---|
(In thousands) | |||||||
Raw materials and parts | $4,881 | $4,738 | |||||
Work-in-process | 3,473 | 3,904 | |||||
Finished goods | 8,266 | 8,242 | |||||
$16,620 | $16,884 | ||||||
4) | Accrued Expenses |
Accrued expenses consist of the following: |
July 1, 2000 |
January 1, 2000 | ||||||
---|---|---|---|---|---|---|---|
(In thousands) | |||||||
Accrued payroll and | |||||||
related expenses | $4,940 | $4,820 | |||||
Accrued customer rebates | 2,142 | 3,472 | |||||
Accrued commissions | 1,269 | 1,074 | |||||
Accrued warranty | 1,602 | 1,628 | |||||
Other accrued expenses | 5,924 | 5,297 | |||||
$15,877 | $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 Companys International Distribution business. These actions included 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 Companys 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 July 1, 2000, all actions associated with these restructuring efforts have been completed. |
During the first and second quarters of 1999, the Company recorded non-recurring expenses in the amount of $750,000 and $210,000, respectively. These charges principally related to severance benefits for 52 terminated employees at the Cooking Systems Group and the International Distribution Division. Actions associated with these changes have been fully completed. |
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 Companys business segments (in thousands): |
Cooking Systems Group |
International Distribution |
Corporate and Other(1) |
Eliminations(2) |
Total | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Three Months Ended July 1, 2000 | |||||||||||
Net sales | $29,450 | $7,910 | $ | $(4,985 | ) | $32,375 | |||||
Operating income (loss) | 3,626 | (30 | ) | (1,475 | ) | 164 | 2,285 | ||||
Depreciation expense | 602 | 53 | 59 | | 714 | ||||||
Capital expenditures | 124 | 24 | | | 148 | ||||||
Six Months Ended July 1, 2000 | |||||||||||
Net sales | $58,406 | $16,685 | $(11 | ) | $(10,231 | ) | $64,849 | ||||
Operating income (loss) | 8,112 | 58 | (3,371 | ) | 130 | 4,929 | |||||
Depreciation expense | 1,226 | 93 | 117 | | 1,436 | ||||||
Capital expenditures | 227 | 39 | 5 | | 271 | ||||||
Total assets | 56,366 | 16,746 | 34,183 | (10,982 | ) | 96,313 | |||||
Long-lived assets | 20,075 | 597 | 15,161 | | 35,833 | ||||||
Three Months Ended July 3, 1999 | |||||||||||
Net sales | $29,651 | $10,116 | $65 | $(3,305 | ) | $36,527 | |||||
Operating income (loss) | 3,697 | (481 | ) | (1,063 | ) | 83 | 2,236 | ||||
Non-recurring expense | 86 | 124 | | | 210 | ||||||
Depreciation expense | 740 | 65 | 41 | | 846 | ||||||
Capital expenditures | 514 | 12 | 47 | | 573 | ||||||
Six Months Ended July 3, 1999 | |||||||||||
Net sales | $56,622 | $18,990 | $307 | $(6,954 | ) | $68,965 | |||||
Operating income (loss) | 5,976 | (1,005 | ) | (1,832 | ) | 84 | 3,223 | ||||
Non-recurring expense | 582 | 378 | | | 960 | ||||||
Depreciation expense | 1,406 | 130 | 91 | | 1,627 | ||||||
Capital expenditures | 734 | 80 | 57 | | 871 | ||||||
Total assets | 60,152 | 19,414 | 29,521 | (10,982 | ) | 98,105 | |||||
Long-lived assets | 21,683 | 1,009 | 19,816 | | 42,508 |
(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. |
Net sales by major geographic region, including those sales from the Cooking Systems Group direct to international customers, were as follows (in thousands): |
Three Months Ended |
Six Months Ended |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
July 1, 2000 |
July 3, 1999 |
July 1, 2000 |
July 3, 1999 | ||||||||||
United States | $23,862 | $24,765 | $47,591 | $46,818 | |||||||||
Asia | 3,050 | 3,669 | 5,497 | 7,003 | |||||||||
Europe and Middle East | 2,435 | 3,696 | 5,319 | 6,825 | |||||||||
Latin America | 2,022 | 3,123 | 4,551 | 5,785 | |||||||||
Canada | 1,006 | 1,274 | 1,891 | 2,534 | |||||||||
Total International | 8,513 | 11,762 | 17,258 | 22,147 | |||||||||
Net Sales | $32,375 | $36,527 | $64,849 | $68,965 | |||||||||
Net Sales Summary |
Three Months Ended |
Six Months Ended |
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
July 1, 2000 |
July 3, 1999 |
July 1, 2000 |
July 3,1999 |
||||||||||||||
Sales |
Percent |
Sales |
Percent |
Sales |
Percent |
Sales |
Percent | ||||||||||
Business Divisions | |||||||||||||||||
Conveyor oven | |||||||||||||||||
equipment | $12,774 | 39.5 | % | $13,374 | 36.6 | % | $26,340 | 40.6 | % | $24,809 | 36.0 | % | |||||
Counterline cooking | |||||||||||||||||
equipment | 3,053 | 9.4 | % | 3,667 | 10.0 | % | 6,217 | 9.6 | % | 7,199 | 10.4 | % | |||||
Core cooking | |||||||||||||||||
equipment | 12,259 | 37.9 | % | 11,071 | 30.3 | % | 23,632 | 36.4 | % | 21,546 | 31.3 | % | |||||
International Specialty | |||||||||||||||||
Equipment | 1,364 | 4.2 | % | 1,539 | 4.2 | % | 2,217 | 3.4 | % | 3,068 | 4.4 | % | |||||
Total Cooking Systems | |||||||||||||||||
Group | 29,450 | 91.0 | % | 29,651 | 81.1 | % | 58,406 | 90.0 | % | 56,622 | 82.1 | % | |||||
International | |||||||||||||||||
Distribution (1) | 7,910 | 24.4 | % | 10,116 | 27.7 | % | 16,685 | 25.7 | % | 18,990 | 27.5 | % | |||||
Intercompany | |||||||||||||||||
sales (2) | (4,985 | ) | (15.4 | )% | (3,305 | ) | (9.0 | )% | (10,231 | ) | (15.7 | )% | (6,954 | ) | (10.0 | )% | |
Other | | % | 65 | 0.2 | % | (11 | ) | | % | 307 | 0.4 | % | |||||
Total | $32,375 | 100.0 | % | $36,527 | 100.0 | % | $64,849 | 100.0 | % | $68,965 | 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 Companys International Distribution Division from Cooking Systems Group. |
Results of OperationsThe following table sets forth certain consolidated statements of earnings items as a percentage of net sales for the periods. |
Three Months Ended |
Six Months Ended |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
July 1, 2000 |
July 3, 1999 |
July 1, 2000 |
July 3, 1999 | ||||||||||
Net sales | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||
Cost of sales | 69.0 | % | 70.6 | % | 67.2 | % | 70.5 | % | |||||
Gross profit | 31.0 | % | 29.4 | % | 32.8 | % | 29.5 | % | |||||
Selling, general and administrative | |||||||||||||
expenses | 23.9 | % | 22.7 | % | 25.2 | % | 23.4 | % | |||||
Non-recurring expense | | % | 0.6 | % | | % | 1.4 | % | |||||
Income from operations | 7.1 | % | 6.1 | % | 7.6 | % | 4.7 | % | |||||
Interest expense and deferred | |||||||||||||
financing amortization, net | 1.5 | % | 1.9 | % | 1.5 | % | 2.0 | % | |||||
Other (income) expense, net | 0.8 | % | 0.2 | % | 0.8 | % | 0.5 | % | |||||
Earnings before income taxes | 4.8 | % | 4.0 | % | 5.3 | % | 2.2 | % | |||||
Provision for income taxes | 2.8 | % | 2.9 | % | 3.6 | % | 2.1 | % | |||||
Net earnings | 2.0 | % | 1.1 | % | 1.7 | % | 0.1 | % | |||||
Three Months Ended July 1, 2000 Compared to Three Months Ended July 3, 1999NET SALES. Net sales in the three-month period ended July 1, 2000 decreased 11% to $32.4 million as compared to $36.5 million in the three-month period ended July 3, 1999. Sales of the Cooking Systems Group for the three-month period ended July 1, 2000 decreased slightly to $29.5 million from $29.7 million in the prior year. Sales of conveyor oven equipment decreased 4% due to lower sales volume to major restaurant chains. The prior year sales in the second quarter were unusually strong. Additionally, the Company experienced delays in certain orders resulting from new product introductions, as existing customers were delaying orders awaiting shipments of a new conveyor oven, which will begin shipment in the third quarter of 2000. Core cooking equipment sales increased 11% as sales of new products, including a new line of fryers, continue to increase. Sales of counterline equipment decreased 17% due to the discontinuance of certain low volume and unprofitable product offerings. Sales of international specialty equipment decreased 11% as a result of lower sales volume 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. Sales of the International Distribution Division decreased 22% to $7.9 million from $10.1 million in the previous year period. The lower sales level reflects the discontinuance of certain distributed product of third-party manufacturers that occurred in the third quarter of 1999. The division has redirected its efforts to support a focused group of foodservice equipment manufacturers. GROSS PROFIT. Gross profit decreased to $10.0 million from $10.7 million in the prior year period. However, as a percentage of sales, gross margins increased from 29.4% in the prior year to 31.0%. Gross margins at the Cooking Systems Group declined slightly as a result of increased manufacturing costs associated with new product introductions within the core cooking equipment product group. This decrease was offset by gross margin improvement within the conveyor oven equipment and international specialty equipment product groups as a result of cost control efforts and the transfer of production to the Companys lower cost manufacturing facility in the Philippines. Gross margins at the International Distribution Division improved due to the more favorable product mix resulting from the Companys product refocusing efforts. |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses decreased 7% to $7.7 million as compared to $8.3 million in the prior year period. The decrease in expense was largely attributable to reduced costs within the International Distribution Division resulting from the closure of the division headquarters office which took place in the fourth quarter of 1999. During the second quarter of 2000, the Company closed its former corporate headquarters and relocated its offices to the Cooking Systems Group headquarters in Elgin, IL. No significant costs were incurred as a result of this relocation. NON-RECURRING EXPENSES. The Company recorded restructuring expenses of approximately $0.2 million during the second quarter of 1999 for severance and benefit costs associated with employee reduction efforts. There were no non-recurring charges recorded during the second quarter of 2000. INTEREST AND DEFERRED FINANCING AMORTIZATION. Net financing costs decreased to $0.5 million from $0.7 million in the prior year 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 $0.1 million in the prior year. The increase from the prior year largely relates to exchange losses at the Companys operations in Asia and Europe. INCOME TAXES. A tax provision of $0.9 million, at an effective rate of 59%, was recorded during the quarter, primarily associated with taxable income reported at the Companys operations in the United States, Latin America and Europe. No benefit was recognized for losses at international subsidiaries within Asia. Approximately $0.7 million of tax loss carry-forwards will be utilized to offset the liability associated with the recorded tax provision. Six Months Ended July 1, 2000 Compared to Six Months Ended July 3, 1999NET SALES. Net sales in the six-month period ended July 1, 2000 decreased 6% to $64.8 million as compared to $69.0 million in the six-month period ended July 3, 1999. Sales of the Cooking Systems Group for the six-month period ended July 1, 2000 increased 3% to $58.4 million from $56.6 million in the prior year. Sales of conveyor oven equipment increased 6% due to improved sales to major restaurant chains. Core cooking equipment sales increased 10% largely due to success with new product introductions. Counterline equipment sales decreased 14% due to the discontinuation of certain low volume and unprofitable products. Sales of international specialty equipment decreased 28% as a result of lower sales volume 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. |
Net sales of the International Distribution Division decreased by 12% as a result of the discontinuance of certain distributed products of third party manufacturers. Sales of products manufactured by the Company have increased from the prior year. GROSS PROFIT. Gross profit increased 4% to $21.2 million from $20.3 million. As a percentage of sales, gross margins increased from 29.5% to 32.8%. For the first six months, gross margins have improved at both the Cooking Systems Group and the International Distribution Division. The improvement is a result of an improved product mix resulting from the product refocusing efforts at both divisions and reduced manufacturing costs at the Cooking Systems Group due to the transfer of production to the Companys Philippine based operation and other cost control efforts. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses increased to $16.3 million from $16.2 million. As a percentage of net sales, selling, general and administrative expenses increased to 25.2% as compared to 23.4%. Expenses were slightly higher than the prior year as a result of 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 $1.0 million during the first and second quarters of 1999 for severance and benefit costs associated with employee reduction efforts. There were no non-recurring charges recorded during the first and second quarters of 2000. INTEREST AND DEFERRED FINANCING AMORTIZATION. Net financing costs decreased to $1.0 million from $1.4 million in the prior year as a result of increased interest income on higher cash balances and lower interest expense on reduced outstanding debt. OTHER EXPENSE. Other expenses were $0.5 million in the current year and $0.4 million in the prior year. The increase in expense from the prior year is largely a result of exchanges losses at the Companys operations in Asia and Europe. INCOME TAXES. A tax provision of $2.3 million was recorded associated with taxable income reported at the Companys operations in the United States, Latin America and Europe while no benefit was recognized for losses at certain international subsidiaries within Asia. Approximately $1.6 million of tax loss carry-forwards will be utilized to offset the liability associated with the recorded tax provision. |
Financial Condition and LiquidityTotal cash and cash equivalents increased by $3.1 million to $17.6 million at July 1, 2000 from $14.5 million at January 1, 2000. Net borrowings declined from $28.1 million at January 1, 2000 to $25.3 million at July 1, 2000. OPERATING ACTIVITIES. Net cash provided by operating activities before changes in assets and liabilities was $4.1 million in the six months ended July 1, 2000 as compared to $3.8 million in the prior year period. Net cash provided by operating activities after changes in assets and liabilities was $6.2 million as compared to net cash used of $0.6 million in the prior year period. During the first six months of 2000, accounts receivable decreased $2.9 million due to lower sales and to the improvement in receivable collections. Inventories decreased by $0.3 million as a result of the Companys inventory reduction efforts, particularly at the international operations. Accounts payable decreased $1.1 million due to the timing of payments. Accrued expenses and other liabilities increased $0.1 million. INVESTING ACTIVITIES. During the first half of 2000, the Company had capital expenditures of $0.3 million primarily to purchase production related equipment. FINANCING ACTIVITIES. Net borrowings under financing arrangements decreased from $28.1 million to $25.3 million during the first half of 2000. The net decrease is primarily due to net payments of $2.0 million under the intellectual property lease and repayments of $0.9 million against borrowings of a peseta-denominated loan under the Companys multi-currency revolving line of credit. As of July 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. In July, 1998, the Companys Board of Directors adopted a stock repurchase program and during 1998 authorized the purchase of up to 1,800,000 common shares in open market purchases. As of January 1, 2000, 837,800 shares had been purchased for $3.3 million. During the first quarter of 2000, the Company issued 19,750 shares out of treasury stock pursuant to the exercise of stock options for a former officer. During the second quarter, the Company acquired 28,200 shares in open market purchases at an aggregate purchase price of $191,432. As of July 1, 2000, the Company had 846,250 shares of treasury stock. |
Sell |
Purchase |
Maturity | |||
---|---|---|---|---|---|
394,240,000 South Korean Won | $350,000 US Dollars | September 15, 2000 | |||
392,875,000 South Korean Won | $350,000 US Dollars | December 15, 2000 | |||
13,200,500 Taiwan Dollar | $425,000 US Dollars | September 15, 2000 | |||
13,323,750 Taiwan Dollar | $425,000 US Dollars | December 15, 2000 | |||
7,817,500 Taiwan Dollar | $250,000 US Dollars | September 22, 2000 | |||
2,000,000 Euro | $1,830,800 US Dollars | August 2, 2000 | |||
400,000 Euro | $359,120 US Dollars | August 10, 2000 | |||
600,000 Euro | $549,000 US Dollars | August 10, 2000 |
Interest Rate RiskThe Company is exposed to market risk related to changes in interest rates. The following table summarizes the maturity of the Companys debt obligations: |
Twelve Month Period Ending |
Fixed Rate Debt |
Variable Rate Debt | |||||
---|---|---|---|---|---|---|---|
(dollars in thousands) | |||||||
June 30, 2001 | $ 7,829 | $ | |||||
June 30, 2002 | 9,605 | 2,909 | |||||
June 30, 2003 | 5,000 | | |||||
$22,434 | $2,909 | ||||||
a) | Exhibits - The following Exhibits are filed herewith: |
Exhibit (27) - Financial Data Schedules (EDGAR only) |
b) | Reports on Form 8-K: |
None. |
SIGNATURESPursuant 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: | August 10, 2000 | By:/s/ David B. Baker |
|||
David B. Baker, | |||||
Vice President, Chief | |||||
Financial Officer and | |||||
Secretary | |||||
(Principal Financial and | |||||
Accounting Officer) |
|