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MIDDLEBY Corp - Quarter Report: 2005 July (Form 10-Q)


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 quarterly period ended July 2, 2005
 
or
o    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)
  
   
1400 Toastmaster Drive, Elgin, Illinois
60120
(Address of Principal Executive Offices)
(Zip Code)
   
   
Registrant's 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 o

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act).
Yes x  No o

As of August 5, 2005, there were 7,861,450 shares of the registrant's common stock outstanding.
 
 

THE MIDDLEBY CORPORATION AND SUBSIDIARIES

QUARTER ENDED JULY 2, 2005

INDEX

DESCRIPTION
PAGE
       
PART I. FINANCIAL INFORMATION
 
       
 
Item 1.
Condensed Consolidated Financial Statements (unaudited)
  
       
 
CONDENSED CONSOLIDATED BALANCE SHEETS
1
 
July 2, 2005 and January 1, 2005
  
       
 
CONDENSED CONSOLIDATED STATEMENTS
 
 
OF EARNINGS
2
 
July 2, 2005 and July 3, 2004
  
       
 
CONDENSED CONSOLIDATED STATEMENTS
 
 
OF CASH FLOWS
3
 
July 2, 2005 and July 3, 2004
  
       
 
NOTES TO CONDENSED CONSOLIDATED
 
 
FINANCIAL STATEMENTS
4
       
 
Item 2.
Management's Discussion and Analysis of Financial Condition
  
 
and Results of Operations
15
       
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
23
       
 
Item 4.
Controls and Procedures
25
       
PART II. OTHER INFORMATION
  
       
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
26
       
 
Item 4.
Submission of Matters to a Vote of Security Stockholders
26
       
 
Item 6.
Exhibits
27
 
 

PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements

THE MIDDLEBY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Amounts)
(Unaudited)
 
ASSETS
  
Jul. 2, 2005
  
Jan. 1, 2005
  
Current assets:
              
Cash and cash equivalents 
  
$
3,767
  
$
3,803
  
Accounts receivable, net of reserve for
doubtful accounts of $3,867 and $3,382
    
33,573
    
26,612
  
Inventories, net 
    
34,977
    
32,772
  
Prepaid expenses and other 
    
1,241
    
2,008
  
Prepaid taxes 
    
726
    
9,952
  
Current deferred taxes 
    
8,836
    
8,865
  
Total current assets
    
83,120
    
84,012
  
               
Property, plant and equipment, net of
accumulated depreciation of $32,546 and $31,191a 
    
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 STOCKHOLDERS' EQUITY
              
Current liabilities:
              
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
  
Stockholders' equity:
              
Preferred stock, $0.01 par value; nonvoting; 2,000,000 shares authorized; none issued 
    
—
    
—
  
Common stock, $0.01 par value; 20,000,000 shares authorized; 11,714,794 and 11,402,044 shares issued in 2005 and 2004, respectively 
    
117
    
114
  
Restricted stock 
    
(15,859
)
  
(4,700
)
Paid-in capital 
    
73,814
   
60,446
  
Treasury stock at cost; 3,856,344
shares in 2005 and 2004, respectively
    
(89,650
)
  
(89,650
)
Retained earnings 
    
56,678
    
41,362
  
Accumulated other comprehensive loss 
    
(768
)
  
(357
)
Total stockholders' equity 
    
24,332
    
7,215
  
Total liabilities and stockholders' equity 
  
$
216,122
  
$
209,675
  

See accompanying notes
 
1
 
THE MIDDLEBY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In Thousands, Except Per Share Amounts)
(Unaudited)
 
   
Three Months Ended
  
Six Months Ended
  
   
Jul. 2, 2005
  
Jul. 3, 2004
  
Jul. 2, 2005
  
Jul. 3, 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 expenses 
    
8,769
    
8,327
    
16,953
    
15,703
  
General and administrative expenses 
    
7,480
    
5,813
    
14,365
    
11,509
  
Income from operations 
    
16,337
    
14,653
    
28,340
    
24,757
  
                           
Net interest expense and deferred financing amortization 
    
1,698
    
794
    
3,484
    
1,691
  
                           
(Gain) loss 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 of shares
                          
Basic
    
7,508
    
9,237
    
7,490
    
9,228
  
Dilutive stock options1
    
542
    
811
    
545
    
780
  
Diluted
    
8,050
    
10,048
    
8,035
    
10,008
  

1
There were no anti-dilutive stock options excluded from common stock equivalents for any period presented.

See accompanying notes

2

THE MIDDLEBY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)

   
Six Months Ended
 
   
Jul. 2, 2005
 
Jul. 3, 2004
 
Cash flows from operating activities-
              
 Net earnings
  
$
15,317
  
$
13,880
  
               
  Adjustments to reconcile net earnings to cash
              
     provided by operating activities:
              
   Depreciation and amortization
    
1,800
    
1,940
  
   Deferred taxes
    
234
    
(33
)
   Unrealized gain on derivative financial instruments
    
—
    
—
  
   Equity compensation
    
1,655
    
—
  
  Cash effects of changes in -
              
   Accounts receivable, net
    
(6,072
)
  
(7,279
)
   Inventories, net
    
(1,306
)
  
(3,674
)
   Prepaid expenses and other assets
    
9,338
    
565
  
   Accounts payable
    
1,106
    
3,417
  
   Accrued expenses and other liabilities
    
(7,746
)
  
(1,111
)
 
  Net cash provided by operating activities
    
14,326
    
7,705
  
               
Cash flows from investing activities-
              
               
Net additions to property and equipment
    
(600
)
  
(409
)
Acquisition of Blodgett
    
—
    
(2,000
)
Acquisition of Nu-Vu
    
(12,000
)
  
—
  
               
  Net cash (used in) investing activities
    
(12,600
)
  
(2,409
)
               
Cash flows from financing activities-
              
  Net proceeds under revolving credit facilities
    
2,735
    
46,815
  
  Repayments under senior secured bank notes
    
(5,000
)
  
(53,000
)
  Net proceeds from stock issuances
    
557
    
189
  
               
   Net cash (used in) financing activities
    
(1,708
)
  
(5,996
)
               
Effect of exchange rates on cash
              
   and cash equivalents
    
(54
)
  
—
  
               
Changes in cash and cash equivalents-
              
               
  Net (decrease) in cash and cash equivalents
    
(36
)
  
(700
)
 
Cash and cash equivalents at beginning of year
    
3,803
    
3,652
  
               
  Cash and cash equivalents at end of quarter
  
$
3,767
  
$
2,952
  
               
Supplemental disclosure of cash flow information:
              
Interest paid
  
$
3,199
  
$
1,660
  
Income tax (refunds) payments
  
$
(690
)
$
6,985
  

See accompanying notes

3

THE MIDDLEBY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 2, 2005
(Unaudited)

1)
Summary of Significant Accounting Policies

A)
Basis of Presentation

The condensed consolidated financial statements have been prepared by The Middleby Corporation (the "company"), pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements are unaudited and certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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 2004 Form 10-K.

In the opinion of management, the financial statements contain all adjustments necessary to present fairly the financial position of the company as of July 2, 2005 and January 1, 2005, and the results of operations for the six months ended July 2, 2005 and July 3, 2004 and cash flows for the six months ended July 2, 2005 and July 3, 2004.


B)
Stock-Based Compensation

The company maintains a 1998 Stock Incentive Plan (the "Plan"), as amended on May 11, 2005, under which the Company's Board of Directors issues stock options and stock grants to key employees. Stock options issued under the plan provide key employees with rights to purchase shares of common stock at specified exercise prices. Options may be exercised upon certain vesting requirements being met, but expire to the extent unexercised within a maximum of ten years from the date of grant. During the second quarter of 2005 the company issued 100,000 stock options with a strike price of $52.99 per share. Stock grants issued are issued under the plan to key employees and are transferable upon certain vesting requirements being met. As of the second quarter ended July 2, 2005, a total of 350,000 restricted stock grants were issued, all of which were unvested.

As permitted under Statement of Financial Accounting Standards ("SFAS") No 123: "Accounting for Stock Based Compensation", the company has elected to follow APB Opinion No. 25: "Accounting for Stock Issued to Employees" in accounting for stock-based awards to employees and directors. In accordance with APB No. 25, the company establishes the value of restricted stock grants based upon the market value of the stock at the time of issuance. The value of the restricted stock grant is reflected as a separate component reducing shareholders' equity with an offsetting increase to Paid-in Capital. The value of the stock grant is amortized and recorded as compensation expense over the applicable vesting period. During the three and six month periods ended July 2, 2005, the restricted stock grants issued amounted to $5.3 million and $12.8 million, respectively. Additionally, the company recorded compensation expense associated with stock grants amounting to $0.8 million and $1.7 million for the three months and six months ended July 2, 2005, respectively.

4
 
In accordance with APB No. 25, the company has not recorded compensation expense related to issued stock options in the financial statements for all periods presented because the exercise price of the stock options is equal to or greater than the market price of the underlying stock on the date of grant. Pro forma information regarding net earnings and earnings per share is required by SFAS No. 123. This information is required to be determined as if the company had accounted for its employee and director stock options granted subsequent to December 31, 1994 under the fair value method of that statement.

The company has utilized Black-Scholes and binomial option valuation models to estimate the fair value of issued stock options. These option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the company’s options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in the opinion of management, the existing models do not necessarily provide a reliable single measure of the fair value of its options.

For purposes of these interim pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting periods. The company’s pro forma net earnings and per share data utilizing a fair value based method is as follows:


   
Three Months Ended
  
Six Months Ended
  
   
Jul. 2, 2005 
  
Jul. 3, 2004
  
Jul. 2, 2005
  
Jul. 3, 2004
  
   
(in thousands, except per share data)
  
                       
Net income - as reported
  
$
8,969
  
$
8,289
  
$
15,317
  
$
13,880
  
Less:   Stock-based employee
                          
compensation expense, net
                          
of taxes
    
(184
)
  
(110
)
  
(316
)
  
(224
)
                           
Net income - pro forma
  
$
8,785
  
$
8,179
  
$
15,001
  
$
13,656
  
                           
Earnings per share - as reported:
                          
Basic
  
$
1.19
  
$
0.90
  
$
2.04
  
$
1.50
  
Diluted
    
1.11
    
0.82
    
1.91
    
1.39
  
                           
Earnings per share - pro forma:
                          
Basic
  
$
1.17
  
$
0.89
  
$
2.00
  
$
1.48
  
Diluted
    
1.09
    
0.81
    
1.87
    
1.36
  

2)
Acquisition

 
On January 7, 2005, Middleby Marshall Holdings, LLC, a wholly-owned subsidiary of the company, completed its acquisition of the assets of Nu-Vu Foodservice Systems ("Nu-Vu"), a leading manufacturer of baking ovens, from Win-Holt Equipment Corporation ("Win-Holt") for an aggregate purchase price of $12.0 million in cash. The purchase price is subject to adjustment based upon a working capital provision within the purchase agreement.

 
The company has accounted for this business combination using the purchase method to record a new cost basis for the assets acquired and liabilities assumed. The difference between the purchase price and the preliminary estimate of the fair value of the assets acquired and liabilities assumed has been recorded as goodwill in the April 2, 2005 financial statements. The allocation of the purchase price to the assets, liabilities and intangible assets is under review and is subject to change based upon the results of further evaluation. Under Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets," goodwill in conjunction with the Nu-Vu acquisition is subject to the nonamortization provisions of SFAS No. 142 from the date of acquisition.

5

The allocation of net cash paid for the Nu-Vu acquisition as of July 2, 2005 is summarized as follows (in thousands):

Current assets
  
$
2,556
  
Property, plant and equipment
    
1,178
  
Deferred taxes
    
3,637
  
Goodwill
    
6,754
  
Liabilities
    
(2,125
)
Total purchase price
  
$
12,000
  

 
The goodwill associated with the Nu-Vu acquisition is allocable to the Cooking Systems Group for purposes of segment reporting (see footnote 12 for further discussion). Goodwill associated with this transaction is anticipated to be deductible for income taxes.

3)
Litigation Matters
 
From time to time, the company is subject to proceedings, lawsuits and other claims related to products, suppliers, employees, customers and competitors. The company maintains insurance to cover product liability, workers compensation, property and casualty, and general liability matters.  The company is required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses.  A determination of the amount of accrual required, if any, for these contingencies is made after assessment of each matter and the related insurance coverage.  The required accrual may change in the future due to new developments or changes in approach such as a change in settlement strategy in dealing with these matters.  The company does not believe that any such matter will have a material adverse effect on its financial condition, results of operations or cash flows of the company.

4)
New Accounting Pronouncements

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4". This statement amends the guidance in ARB No. 43, Chapter 4 to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material. This statement requires that these items be recognized as current period costs and also requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The company will apply this guidance prospectively. The company is continuing its process of determining what impact the application of this guidance will have on the company's financial position, results of operations or cash flows.
 
In December 2004, the FASB issued a revision to SFAS No. 123 "Accounting for Stock Based Compensation". This statement established standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services and addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. This statement is effective for annual periods beginning after June 15, 2005. The company will apply this guidance prospectively. The company is continuing its process of determining what impact the application of this guidance will have on the company's financial position, results of operations or cash flows.

6

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3". This statement replaces ABP Opinion No. 20, Accounting Changes and FASB Statement No. 3, Reporting Changes in Interim Financial Statements and changes the requirements for the accounting for and reporting of a change in accounting principles. This statement applies to all voluntary changes in accounting principles. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The company will apply this guidance prospectively.

5)
Other 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 SFAS No. 130, "Reporting Comprehensive Income."

Components of other comprehensive income were as follows (in thousands):

   
Three Months Ended
  
Six Months Ended
 
   
Jul. 2, 2005
  
Jul. 3, 2004
  
Jul. 2, 2005
  
Jul. 3, 2004
  
                       
Net earnings
  
$
8,969
  
$
8,289
  
$
15,317
  
$
13,880
  
Cumulative translation adjustment
   
(327
)
  
(33
)
  
(683
)
  
(12
)
Minimum pension liability
    
—
    
—
    
—
    
10
  
Unrealized (loss) gain on interest rate swap
    
(231
)
  
276
    
272
    
341
  
                           
Comprehensive income
  
$
8,411
  
$
8,532
  
$
14,906
  
$
14,219
  
 
Accumulated other comprehensive loss is comprised of minimum pension liability of $(1.0) million as of July 2, 2005 and January 1, 2005, foreign currency translation adjustments of $(0.1) million as of July 2, 2005 and $0.6 million as of January 1, 2005, and an unrealized gain on a interest rate swap of $0.3 million as of July 2, 2005 and less than $0.1 million as of January 1, 2005.

6)
Inventories

Inventories are composed of material, labor and overhead and are stated at the lower of cost or market. Costs for inventory at two of the company's manufacturing facilities have been determined using the last-in, first-out ("LIFO") method. These inventories under the LIFO method amounted to $14.4 million at July 2, 2005 and $14.4 million at January 1, 2005 and represented approximately 41% and 44% of the total inventory in each respective period. Costs for all other inventory have been determined using the first-in, first-out ("FIFO") method. The company estimates reserves for inventory obsolescence and shrinkage based on its judgment of future realization. Inventories at July 2, 2005 and January 1, 2005 are as follows:

   
Jul. 2, 2005
 
Jan. 1, 2005
 
   
(in thousands)
 
Raw materials and parts
  
$
7,083
  
$
7,091
  
Work-in-process
    
4,600
    
5,492
  
Finished goods
    
23,505
    
19,971
  
               
 
    
35,188
    
32,554
  
LIFO adjustment
    
(211
)
  
218
  
               
   
$
34,977
  
$
32,772
  
 
 
7
 

7)
Accrued Expenses

Accrued expenses consist of the following:

   
Jul. 2, 2005
 
Jan. 1, 2005
 
   
(in thousands)
 
       
Accrued warranty
  
$
10,849
  
$
10,563
  
Accrued payroll and related expenses
    
8,757
    
12,493
  
Accrued customer rebates
    
6,678
    
9,350
  
Accrued income taxes
    
4,620
    
4,321
  
Accrued product liability and workers comp
    
1,312
    
1,828
  
Accrued pension settlement
    
—
    
3,637
  
Other accrued expenses
    
11,272
    
9,119
  
               
 
  
$
43,488
  
$
51,311
  

8)
Warranty Costs

In the normal course of business the company issues product warranties for specific product lines and provides for the estimated future warranty cost in the period in which the sale is recorded.  The estimate of warranty cost is based on contract terms and historical warranty loss experience that is periodically adjusted for recent actual experience. Because warranty estimates are forecasts that are based on the best available information, claims costs may differ from amounts provided. Adjustments to initial obligations for warranties are made as changes in the obligations become reasonably estimable.

A rollforward of the warranty reserve is as follows:

   
Six Months Ended
  
   
Jul. 2, 2005
  
   
(in thousands)
  
       
Beginning balance
  
$
10,563
  
Warranty expense
    
4,732
  
Warranty claims
    
(4,446
)
Ending balance
  
$
10,849
  

9)
Financing Arrangements

   
Jul. 2, 2005
  
Jan. 1, 2005
  
   
(in thousands)
  
           
Senior secured revolving credit line
  
$
54,000
  
$
51,265
  
Senior secured bank term loans
    
65,000
    
70,000
  
Other note
    
2,294
    
2,458
  
 
              
Total debt
  
$
121,294
  
$
123,723
  
               
Less:  Current maturities of long-term debt
    
11,730
    
10,480
  
               
Long-term debt
  
$
109,564
  
$
113,243
  
 
8

As of July 2, 2005, the company had $119.0 million outstanding under its senior banking facility, including $65.0 million of a term loan and $54.0 million of borrowings under the revolving credit line. As of July 2, 2005, the company had $37.0 million of availability under the revolving credit line. The company also had $4.0 million in outstanding letters of credit.

Borrowings under the senior secured credit facility are assessed at an interest rate of 1.5% above LIBOR for long-term borrowings or at the higher of the Prime rate and the Federal Funds Rate plus 0.5% for short term borrowings. At July 2, 2005, the average interest rate on the senior debt amounted to 4.88%. The interest rates on borrowings under the senior bank facility may be adjusted quarterly based on the company’s defined indebtedness ratio on a rolling four-quarter basis. Additionally, a commitment fee, based upon the indebtedness ratio is charged on the unused portion of the revolving credit line. This variable commitment fee amounted to 0.30% as of July 2, 2005.

The company has historically entered into interest rate swap agreements to effectively fix the interest rate on its outstanding debt. In February 2003, the company entered into an interest rate swap agreement for a notional amount of $10.0 million. This agreement swaps one-month LIBOR for a fixed rate of 2.36% and remains in effect through December 2005. In January 2005, the company entered into an interest rate swap agreement for a notional amount of $70.0 million. This agreement swaps one-month LIBOR for a fixed rate of 3.78%. The notional amount amortizes consistent with the repayment schedule of the company's term loan maturing November 2009. The unamortized notational amount of this swap as of July 2, 2005 was $65.0 million.

In 2004, the company entered into a promissory note in conjunction with the release and early termination of obligations under a lease agreement relative to a manufacturing facility in Shelburne, Vermont. At July 2, 2005, the note amounted to $2.3 million. The note is assessed interest at 4.0% above LIBOR with an interest rate cap of 9.0%. At July 2, 2005, the interest rate on the note was approximately 7.3%. The note amortizes monthly and matures in December 2009.

The terms of the senior secured credit facility limit the paying of dividends, capital expenditures and leases, and require, among other things, certain ratios of indebtedness and fixed charge coverage. The credit agreement also provides that if a material adverse change in the company’s business operations or conditions occurs, the lender could declare an event of default. Under terms of the agreement a material adverse effect is defined as (a) a material adverse change in, or a material adverse effect upon, the operations, business properties, condition (financial and otherwise) or prospects of the company and its subsidiaries taken as a whole; (b) a material impairment of the ability of the company to perform under the loan agreements and to avoid any event of default; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the company of any loan document. A material adverse effect is determined on a subjective basis by the company's creditors. At July 2, 2005, the company was in compliance with all covenants pursuant to its borrowing agreements.
 
9

10)
Acquisition Integration

On December 21, 2001, the company established reserves through purchase accounting associated with severance related obligations and facility exit costs related to the acquired Blodgett business operations.

Reserves for facility closure costs predominately relate to a lease obligation for a manufacturing facility that was exited in 2001. During the second quarter of 2001, prior to the acquisition, reserves were established for lease obligations associated with a manufacturing facility in Quakertown, Pennsylvania that was exited when production at this facility was relocated to an existing facility in Bow, New Hampshire. The lease associated with the exited facility extends through December 11, 2014. The facility is currently subleased for a portion of the lease term through April 2006. The remaining reserve balance is reflected net of anticipated sublease income.

The forecast of sublease income could differ from actual amounts, which are subject to the occupancy by a subtenant and a negotiated sublease rental rate. If the company's estimates or underlying assumptions change in the future, the company would be required to adjust the reserve amount accordingly.

All actions pertaining to the company’s integration initiatives have been completed. At this time, management believes the remaining reserve balance is adequate to cover the remaining costs identified at July 2, 2005.
 
A summary of the reserve balance activity related to facility closure and lease obligation is as follows:

   
Six Months Ended
  
   
Jul. 2, 2005
  
   
(in thousands)
  
        
Beginning balance
  
$
2,788
  
Cash payments
    
105
  
Ending balance
  
$
2,683
  

11)
Financial Instruments

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133, as amended, establishes accounting and reporting standards for derivative instruments. The statement requires an entity to recognize all derivatives as either assets or liabilities and measure those instruments at fair value. Derivatives that do not qualify as a hedge must be adjusted to fair value in earnings. If the derivative does qualify as a hedge under SFAS No. 133, changes in the fair value will either be offset against the change in fair value of the hedged assets, liabilities or firm commitments or recognized in other accumulated comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a hedge's change in fair value will be immediately recognized in earnings.

Foreign Exchange: The company has entered into derivative instruments, principally forward contracts to reduce exposures pertaining to fluctuations in foreign exchange rates. As of July 2, 2005 the company had forward contracts to purchase $3.5 million U.S. Dollars with various foreign currencies, all of which mature in the next fiscal quarter. The fair value of these forward contracts was $0.1 million at the end of the quarter.
 
10

Interest Rate: In February 2003 in accordance with the senior bank agreement, the company entered into an interest rate swap agreement with a notional amount of $10.0 million to fix the interest rate applicable to certain of its variable-rate debt. The agreement swaps one-month LIBOR for a fixed rate of 2.36% and is in effect through December 30, 2005. The company designated the swap as a cash flow hedge at its inception and all changes in the fair value of the swap are recognized in accumulated other comprehensive income. As of July 2, 2005, the fair value of this instrument was $0.1 million. There was no change in the fair value of this swap agreement in the first six months of 2005.

In January 2005, the company entered into another interest rate swap with a notional amount of $70.0 million to fix the interest rate applicable to certain of its variable-rate debt. The notional amount of the swap amortizes consistent with the repayment schedule of the company's senior term loan maturing in November 2009. As of July 2, 2005, the unamortized balance of the interest rate swap was $65.0 million. The agreement swaps one-month LIBOR for a fixed rate of 3.78% and is in effect through November 2009. The company designated the swap as a cash flow hedge at its inception and all changes in the fair value of the swap are recognized in accumulated other comprehensive income. As of July 2, 2005, the fair value of this instrument was $0.4 million. The change in fair value of this swap agreement in the first six months of 2005 was a gain of $0.4 million.

12)
Segment Information

The company operates in two reportable operating segments defined by management reporting structure and operating activities.

The worldwide manufacturing divisions operate through the Cooking Systems Group. This business segment has manufacturing facilities in Illinois, Michigan, New Hampshire, North Carolina, Vermont and the Philippines. This business segment supports four major product groups, including conveyor oven equipment, core cooking equipment, counterline cooking equipment, and international specialty equipment.

Principal product lines of the core cooking equipment product group include the Southbend product lines of ranges, convection ovens, broilers and steam cooking equipment, the Blodgett product lines of ranges, convection ovens, combi ovens and steam cooking equipment, MagiKitch'n charbroilers and catering equipment, the Nu-Vu product lines of proofing and baking ovens and the Pitco Frialator product line of fryers. Principal product lines of the conveyor oven product group include Middleby Marshall ovens, Blodgett ovens and CTX ovens. The counterline cooking and warming equipment product group includes toasters, hot food servers, foodwarmers and griddles distributed under the Toastmaster brand name. The international specialty equipment product group is primarily comprised of food preparation tables, undercounter refrigeration systems, ventilation systems and component parts for the U.S. manufacturing operations.

The International Distribution Division provides integrated sales, export management, distribution and installation services through its operations in Canada, China, India, South Korea, Mexico, the Philippines, Spain, Taiwan and the United Kingdom. The division sells the company’s product lines and certain non-competing complementary product lines throughout the world. For a local country distributor or dealer, the company is able to provide a centralized source of foodservice equipment with complete export management and product support services.

11
 

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The chief decision maker evaluates individual segment performance based on operating income. Management believes that intersegment sales are made at established arms-length transfer prices.

Net Sales Summary
(dollars in thousands)
           
   
Three Months Ended
  
Six Months Ended
  
   
Jul. 2, 2005
  
Jul. 3, 2004
  
Jul. 2, 2005
  
Jul. 3, 2004
  
   
Sales
  
Percent
  
Sales
  
Percent
  
Sales
  
Percent
  
Sales
  
Percent
  
Business Divisions:
                                                  
Cooking Systems Group:
                                                  
Core cooking equipment
 
$
59,556
    
71.0
  
$
52,033
    
71.4
  
$
114,858
    
72.3
  
$
95,967
    
70.9
  
Conveyor oven equipment
    
14,601
    
17.4
    
14,915
    
20.4
    
27,439
    
17.2
    
26,847
    
19.8
  
Counterline cooking equipment
    
3,394
    
4.0
    
2,475
    
3.4
    
6,271
    
4.0
    
5,079
    
3.7
  
International specialty equipment
    
2,401
    
2.9
    
1,775
    
2.4
    
4,871
    
3.1
    
3,460
    
2.6
  
 
Cooking Systems Group
    
79,952
    
95.3
    
71,198
    
97.6
    
153,439
    
96.6
    
131,353
    
97.0
  
                                                   
International Distribution Division (1) 
    
13,568
    
16.2
    
10,759
    
14.8
    
25,712
    
16.2
    
20,731
    
15.3
  
                                                   
Intercompany sales (2)
    
(9,608
)
  
(11.5
)
  
(9,044
)
  
(12.4
)
  
(20,350
)
  
(12.8
)
  
(16,708
)
  
(12.3
)
Total
  
$
83,912
    
100.0
%
$
72,913
    
100.0
%
$
158,801
    
100.0
%
$
135,376
    
100.0
%
 

(1)
Consists of sales of products manufactured by Middleby and products anufactured by third parties.

(2)
Represents the elimination of sales amongst the Cooking Systems Group and  from the Cooking Systems Group to the International Distribution Division. 
 
 
12
 

The following table summarizes the results of operations for the company's business segments(1)(in thousands):
 
   
Cooking
Systems
Group
  
International
Distribution
  
Corporate
and Other(2)
  
Eliminations(3)
  
Total
  
Three months ended July 2, 2005
                               
Net sales
 
$
79,952
  
$
13,568
  
$
—
  
$
(9,608
)
$
83,912
  
Operating income
   
19,048
    
804
    
(3,997
)
  
482
    
16,337
  
Depreciation expense
    
762
    
35
    
12
    
—
    
809
  
Net capital expenditures
   
184
    
32
    
63
    
—
    
279
  
                                 
Six months ended July 2, 2005
                                
Net sales
 
$
153,439
  
$
25,712
  
$
—
  
$
(20,350
)
$
158,801
  
Operating income
   
34,420
    
1,469
    
(6,885
)
  
(664
)
  
28,340
  
Depreciation expense
    
1,581
    
72
    
23
    
—
    
1,676
  
Net capital expenditures
   
550
    
27
    
23
    
—
    
600
  
                                 
Total assets
    
193,439
    
25,003
    
3,119
    
(5,439
)
  
216,122
  
Long-lived assets(4)
    
128,430
    
360
    
4,212
    
—
    
133,002
  
                                 
Three months ended July 3, 2004
                               
Net sales
 
$
71,198
  
$
10,759
  
$
—
  
$
(9,044
)
$
72,913
  
Operating income
   
16,229
    
405
    
(1,381
)
  
(600
)
  
14,653
  
Depreciation expense
    
888
    
38
    
(64
)
  
—
    
862
  
Net capital expenditures
   
240
    
50
    
48
    
—
    
338
  
                                 
Six months ended July 3, 2004
                                
Net sales
 
$
131,353
  
$
20,731
  
$
—
  
$
(16,708
)
$
135,376
  
Operating income
   
27,997
    
821
    
(3,311
)
  
(750
)
  
24,757
  
Depreciation expense
    
1,779
    
71
    
(129
)
  
—
    
1,721
  
Net capital expenditures
   
254
    
98
    
57
    
—
    
409
  
                                 
Total assets
    
179,182
    
21,864
    
12,745
    
(10,982
)
  
202,809
  
Long-lived assets(4)
    
122,385
    
387
    
3,459
    
—
    
126,231
  
 
 
(1)
Non-operating expenses are not allocated to the operating segments. Non-operating expenses consist of interest expense and deferred financing amortization, gains and losses on acquisition financing derivatives, and other income and expenses items outside of income from operations.
     
  (2) Includes corporate and other general company assets and operations.
     
  (3)
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.
     
  (4) Long-lived assets of the Cooking Systems Group includes assets located in the Philippines which amounted to $2,083 and $2,283 in 2005 and 2004, respectively.
 
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
  
   
 Jul. 2, 2005
  
Jul. 3, 2004
  
Jul. 2, 2005
  
Jul. 2, 2005
  
 
United States and Canada
  
$
69,153
  
$
61,044
  
$
130,468
  
$
112,256
  
Asia
    
5,202
    
4,520
    
10,628
    
8,588
  
Europe and Middle East
    
6,818
    
5,317
    
12,946
    
10,955
  
Latin America
    
2,739
    
2,032
    
4,759
    
3,577
  
                           
Net sales
  
$
83,912
  
$
72,913
  
$
158,801
  
$
135,376
  
 
13

13)
Employee Retirement Plans

The company maintains a non-contributory defined benefit plan for its union employees at the Elgin, Illinois facility. Benefits are determined based upon retirement age and years of service with the company. This defined benefit plan was frozen on April 30, 2002 and no further benefits accrue to the participants beyond this date. Plan participants will receive or continue to receive payments for benefits earned on or prior to April 30, 2002 upon reaching retirement age. The employees participating in the defined benefit plan were enrolled in a newly established 401K savings plan on July 1, 2002. The defined benefit plan continues to be funded in accordance with provisions of the Employee Retirement Income Security Act of 1974. Company funding contributions amounted to $216,000 in fiscal 2004 and $280,000 in fiscal 2003. The anticipated minimum funding requirement for fiscal 2005 is approximately $285,000 of which $142,000 was funded during the six-month period ended July 2, 2005.

The company also maintains a retirement benefit agreement with its Chairman. The retirement benefits are based upon a percentage of the Chairman’s final base salary. Additionally, the company maintains a retirement plan for non-employee directors. The plan provides for an annual benefit upon retirement from the Board of Directors at age 70, equal to 100% of the director’s last annual retainer, payable for a number of years equal to the director’s years of service up to a maximum of 10 years. Company funding contributions are made at the discretion of the board of directors in consideration of the plan requirements and company's cash flows.

The net pension expense for the first six months of 2005 for these plans was as follows:
 

   
Union
  
Directors
  
   
Plan
  
Plans
  
           
Service cost
  
$
—
  
$
227,590
  
Interest on benefit obligations
    
121,633
    
7,129
  
Return on assets
    
(107,301
)
  
—
  
Net amortization and deferral
    
65,912
    
—
  
               
Net pension expense
  
$
80,244
  
$
234,719
  
 
14

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

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 projections 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, volatility in earnings resulting from goodwill impairment losses which may occur irregularly and in varying amounts; 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 Securities and Exchange Commission filings, including the 2004 report on Form 10-K.
 
15

Net Sales Summary
(dollars in thousands) 
 
   
Three Months Ended
  
Six Months Ended
  
   
Jul. 2, 2005
  
Jul. 3, 2004
  
Jul. 2, 2005
  
Jul. 3, 2004
  
   
Sales
  
Percent
  
Sales
  
Percent
  
Sales
  
Percent
  
Sales
  
Percent
  
Business Divisions:
                                                  
Cooking Systems Group:
                                                  
Core cooking equipment
 
$
59,556
    
71.0
  
$
52,033
    
71.4
  
$
114,858
    
72.3
  
$
95,967
    
70.9
  
Conveyor oven equipment
    
14,601
    
17.4
    
14,915
    
20.4
    
27,439
    
17.2
    
26,847
    
19.8
  
Counterline cooking equipment
    
3,394
    
4.0
    
2,475
    
3.4
    
6,271
    
4.0
    
5,079
    
3.7
  
International specialty equipment
    
2,401
    
2.9
    
1,775
    
2.4
    
4,871
    
3.1
    
3,460
    
2.6
  
 
Cooking Systems Group
    
79,952
    
95.3
    
71,198
    
97.6
    
153,439
    
96.6
    
131,353
    
97.0
  
                                                   
International Distribution Division (1) 
    
13,568
    
16.2
    
10,759
    
14.8
    
25,712
    
16.2
    
20,731
    
15.3
  
                                                   
Intercompany sales (2)
    
(9,608
)
  
(11.5
)
  
(9,044
)
  
(12.4
)
  
(20,350
)
  
(12.8
)
  
(16,708
)
  
(12.3
)
Total
  
$
83,912
    
100.0
%
$
72,913
    
100.0
%
$
158,801
    
100.0
%
$
135,376
    
100.0
%
 

(1)
Consists of sales of products manufactured by Middleby and products manufactured by third parties.

(2)
Represents the elimination of sales amongst the Cooking Systems Group and from the Cooking Systems Group to the International Distribution Division.

Results of Operations

The 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
  
   
Jul. 2, 2005
  
Jul. 3, 2004
  
Jul. 2, 2005
  
Jul. 3, 2004
  
Net sales 
    
100.0
%
  
100.0
%
  
100.0
%
  
100.0
%
Cost of sales 
    
61.2
    
60.5
    
62.4
   
61.6
 
Gross profit 
    
38.8
    
39.5
    
37.6
   
38.4
 
Selling, general and administrative expenses 
    
19.4
    
19.4
    
19.8
   
20.1
  
Income from operations 
    
19.4
    
20.1
    
17.8
   
18.3
 
Interest expense and deferred
financing amortization, net
    
2.0
    
1.1
    
2.2
   
1.2
 
Loss (gain) on acquisition financings derivatives 
    
—
    
—
    
—
    
—
  
Other expense, net 
    
(0.1
)
  
0.1
    
(0.2
)
  
0.2
 
Earnings before income taxes 
    
17.5
    
18.9
    
15.8
    
16.9
  
Provision for income taxes 
    
6.8
    
7.5
    
6.2
   
6.6
 
Net earnings
    
10.7
%
  
11.4
%
  
9.6
%
  
10.3
%
 
 
16

Three Months Ended July 2, 2005 Compared to Three Months Ended July 3, 2004

NET SALES. Net sales for the second quarter of fiscal 2005 were $83.9 million as compared to $72.9 million in the second quarter of 2004.

Net sales at the Cooking Systems Group amounted to $80.0 million in the second quarter of 2005 as compared to $71.2 million in the prior year quarter.

 
·
Core cooking equipment sales increased by $7.6 million to $59.6 million from $52.0 million, primarily due to increased fryer, convection oven, and cooking range sales. Sales for the quarter benefited from a higher order backlog carried from the first quarter due to customers ordering in advance of first quarter price increases. The increase in sales includes $4.0 million of sales associated with the Nu-Vu product lines, which were acquired on January 7, 2005.
 
 
·
Conveyor oven equipment sales decreased $0.3 million to $14.6 million from $14.9 million in the prior year quarter.

 
·
Counterline cooking equipment sales increased to $3.4 million from $2.5 million in the prior year quarter due to increased sales of a new series of counter griddles and charbroilers introduced in the second quarter of 2004.

 
·
International specialty equipment sales increased to $2.4 million compared to $1.8 million in the prior year quarter due to the introduction of a new product line of counter griddles and charbroilers.

Net sales at the International Distribution Division increased by $2.8 million to $13.6 million, reflecting higher sales in Asia, Latin America and Europe. International sales benefited from expansion of the U.S. chains overseas and increased business with local and regional restaurant chains in developing markets.

GROSS PROFIT. Gross profit increased to $32.6 million from $28.8 million in the prior year period, reflecting the impact of higher sales volumes. The gross margin rate was 38.8% in the quarter as compared to 39.5% in the prior year quarter. The net decrease in the gross margin rate reflects:

 
·
The adverse impact from higher steel prices.

 
·
Lower gross margins associated with the newly acquired Nu-Vu Foodservice Systems product lines.

 
·
Increased sales volumes that benefited manufacturing efficiencies and provided for greater leverage of fixed manufacturing costs.
 
 
17

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general, and administrative expenses increased from $14.1 million in the second quarter of 2004 to $16.2 million in the second quarter of 2005. As a percentage of net sales, operating expenses amounted to 19.4% in both the second quarter of 2005 and the second quarter of 2004. Selling expenses increased from $8.3 million to $8.8 million, reflecting higher commission costs associated with the increased sales volumes. General and administrative expenses increased from $5.8 million to $7.5 million due to an increase of $0.8 million in non-cash equity based compensation and increased costs of $0.2 million associated with the newly acquired Nu-Vu Foodservice operations. Quarterly general and administrative expenses also included costs of approximately $0.1 million associated with the company's second quarter registration statement.

NON-OPERATING EXPENSES. Interest and deferred financing amortization costs increased to $1.7 million from $0.8 million in the prior year as a result of higher debt balances resulting from the December 2004 share repurchase transaction. Other income was $0.1 million in the current year related to foreign exchange gains compared to other expense of $0.1 million in the prior year and primarily consisted of foreign exchange losses.

INCOME TAXES. A tax provision of $5.7 million, at an effective rate of 39%, was recorded during the quarter as compared to a $5.5 million provision at a 39% effective rate in the prior year quarter.


Six Months Ended July 2, 2005 Compared to Six Months Ended July 3, 2004

NET SALES. Net sales for the six-month period ended July 2, 2005 were $158.8 million as compared to $135.4 million in the six-month period ended July 3, 2004.

Net sales at the Cooking Systems Group amounted to $153.4 million in the six-month period ended July 2, 2005 as compared to $131.4 million in the six-month period ended July 3, 2004.

 
·
Core cooking equipment sales increased by $18.9 million to $114.9 million from $96.0 million, primarily due to increased fryer, convection oven, and cooking range sales resulting from new product introductions and increased purchases from major and regional restaurant chain customers due to new store openings and increased replacement business. Sales in the first half of 2005 were accelerated due to customers ordering in advance of first quarter price increases. The increase in sales includes $7.4 million of sales associated with the Nu-Vu product lines, which were acquired on January 7, 2005.
 
 
·
Conveyor oven equipment sales increased $0.6 million to $27.4 million from $26.8 million in the prior year period.

 
·
Counterline cooking equipment sales increased to $6.3 million from $5.1 million in the prior year quarter due to the introduction of a new series of counter griddles and charbroilers.

 
·
International specialty equipment sales increased to $4.9 million compared to $3.5 million in the prior year quarter due to the introduction of a new product line of counter griddles and charbroilers.

Net sales at the International Distribution Division increased by $5.0 million to $25.7 million, reflecting higher sales in Asia, Latin America and Europe. International sales benefited from expansion of the U.S. chains overseas and increased business with local and regional restaurant chains in developing markets.
 
18

GROSS PROFIT. Gross profit increased to $59.7 million from $52.0 million in the prior year period, reflecting the impact of higher sales volumes. The gross margin rate was 37.6% in the quarter as compared to 38.4% in the prior year quarter. The net decrease in the gross margin rate reflects:

 
·
The adverse impact from higher steel prices.

 
·
Lower gross margins associated with the newly acquired Nu-Vu Foodservice Systems product lines.

 
·
Increased sales volumes that benefited manufacturing efficiencies and provided for greater leverage of fixed manufacturing costs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general, and administrative expenses increased from $27.2 million in the six-month period ended July 3, 2004 to $31.3 million in the six-month period ended July 2, 2005. As a percentage of net sales, operating expenses amounted to 19.8% in the six-month period ended July 2, 2005 versus 20.1% in the six-month period ended July 3, 2004 reflecting greater leverage on higher sales volumes. Selling expenses increased from $15.7 million to $17.0 million, reflecting higher commission costs associated with the increased sales volumes. General and administrative expenses increased from $11.5 million to $14.4 million due to an increase of $1.6 million in non-cash equity based compensation and increased costs of $0.4 million associated with the newly acquired Nu-Vu Foodservice operations.

NON-OPERATING EXPENSES. Interest and deferred financing amortization costs increased to $3.5 million from $1.7 million in the prior year as a result of higher debt balances resulting from the December 2004 share repurchase transaction. Other income was $0.3 million in the current year related to foreign exchange gains compared to other expense of $0.3 million in the prior year, which primarily consisted of foreign exchange losses.

INCOME TAXES. A tax provision of $9.8 million, at an effective rate of 39%, was recorded for the first six months of 2005 as compared to a $8.9 million provision at a 39% effective rate in the prior year period.


Financial Condition and Liquidity

During the six months ended July 2, 2005, cash and cash equivalents remained unchanged at $3.8 million at July 2, 2005 and January 1, 2005. Net borrowings decreased from $123.7 million at January 1, 2005 to $121.3 million at July 2, 2005.

OPERATING ACTIVITIES. Net cash provided by operating activities after changes in assets and liabilities was $14.3 million as compared to $7.7 million in the prior year period.

During the six months ended July 2, 2005, working capital levels increased due to the higher sales volumes and increased seasonal working capital needs, which historically peak in the second quarter. The changes in working capital included a $6.1 million increase in accounts receivable, a $1.3 million increase in inventory and a $1.1 million increase in accounts payable. The reduction in prepaid expenses of $9.3 million reflects the utilization and refund of year-end prepaid tax balances, which benefited cash flows in the first half of 2005. Accrued expenses and other liabilities decreased by $7.7 million primarily as a result of the payment of annual rebate programs and incentive programs related to fiscal 2004. The reduction in accrued liabilities also includes a decrease in accrued pension liabilities associated with the payout of the former Chairman's retirement obligations.
 
 
19

INVESTING ACTIVITIES. During the six months ending July 2, 2005, net cash used in investing activities was $12.6 million. This included $12.0 million associated with the acquisition of the assets of Nu-Vu Foodservice Systems and $0.6 million of property additions.

FINANCING ACTIVITIES. Net cash flows used in financing activities were $1.7 million during the six months ending July 2, 2005. The net reduction in debt reflects $2.7 million in borrowings under the revolving credit facility and $5.0 million of repayments of the term loan. The net change in debt during the first six months of 2005 reflects debt repayments utilizing cash generated from operating activities net of borrowings to fund the $12.0 acquisition of Nu-Vu.

At July 2, 2005, the company was in compliance with all covenants pursuant to its borrowing agreements. Management believes that future cash flows from operating activities and borrowing availability under the revolving credit facility will provide the company with sufficient financial resources to meet its anticipated requirements for working capital, capital expenditures and debt amortization for the foreseeable future.

New Accounting Pronouncements

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4". This statement amends the guidance in ARB No. 43, Chapter 4 to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material. This statement requires that these items be recognized as current period costs and also requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The company will apply this guidance prospectively. The company is continuing process of determining what impact the application of this guidance will have on the company's financial position, results of operations or cash flows.
 
In December 2004, the FASB issued a revision to SFAS No. 123 "Accounting for Stock Based Compensation". This statement established standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services and addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. This statement is effective for annual periods beginning after June 15, 2005. The company will apply this guidance prospectively. The company is continuing process of determining what impact the application of this guidance will have on the company's financial position, results of operations or cash flows.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3". This statement replaces ABP Opinion No. 20, Accounting Changes and FASB Statement No. 3, Reporting Changes in Interim Financial Statements and changes the requirements for the accounting for and reporting of a change in accounting principle. This statement applies to all voluntary changes in accounting principle. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The company will apply this guidance prospectively.

20

Critical Accounting Policies and Estimates

Management's discussion and analysis of financial condition and results of operations are based upon the company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses as well as related disclosures. On an ongoing basis, the company evaluates its estimates and judgments based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Property and equipment: Property and equipment are depreciated or amortized on a straight-line basis over their useful lives based on management's estimates of the period over which the assets will be utilized to benefit the operations of the company. The useful lives are estimated based on historical experience with similar assets, taking into account anticipated technological or other changes.  The company periodically reviews these lives relative to physical factors, economic factors and industry trends. If there are changes in the planned use of property and equipment or if technological changes were to occur more rapidly than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation and amortization expense in future periods.

Long-lived assets: Long-lived assets (including goodwill and other intangibles) are reviewed for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In assessing the recoverability of the company's long-lived assets, the company considers changes in economic conditions and makes assumptions regarding estimated future cash flows and other factors.  Estimates of future cash flows are judgments based on the company's experience and knowledge of operations.  These estimates can be significantly impacted by many factors including changes in global and local business and economic conditions, operating costs, inflation, competition, and consumer and demographic trends.  If the company's estimates or the underlying assumptions change in the future, the company may be required to record impairment charges.

Warranty: In the normal course of business the company issues product warranties for specific product lines and provides for the estimated future warranty cost in the period in which the sale is recorded.  The estimate of warranty cost is based on contract terms and historical warranty loss experience that is periodically adjusted for recent actual experience. Because warranty estimates are forecasts that are based on the best available information, claims costs may differ from amounts provided. Adjustments to initial obligations for warranties are made as changes in the obligations become reasonably estimable.

Litigation: From time to time, the company is subject to proceedings, lawsuits and other claims related to products, suppliers, employees, customers and competitors. The company maintains insurance to cover product liability, workers compensation, property and casualty, and general liability matters.  The company is required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses.  A determination of the amount of accrual required, if any, for these contingencies is made after assessment of each matter and the related insurance coverage.  The reserve requirements may change in the future due to new developments or changes in approach such as a change in settlement strategy in dealing with these matters.  The company does not believe that any such matter will have a material adverse effect on its financial condition or results of operations.
 
 
21

Income taxes: The company operates in numerous foreign and domestic taxing jurisdictions where it is subject to various types of tax, including sales tax and income tax.  The company's tax filings are subject to audits and adjustments. Because of the nature of the company’s operations, the nature of the audit items can be complex, and the objectives of the government auditors can result in a tax on the same transaction or income in more than one state or country.  As part of the company's calculation of the provision for taxes, the company establishes reserves for the amount that it expects to incur as a result of audits. The reserves may change in the future due to new developments related to the various tax matters.

Contractual Obligations

The company's contractual cash payment obligations are set forth below (in thousands):

             
Total
  
       
Idle
  
Contractual
  
   
Long-term
  
Operating
  
Facility
  
Cash
  
   
Debt
  
Leases
  
Leases
  
Obligations
  
                   
Less than 1 year
  
$
11,730
  
$
748
  
$
394
  
$
12,872
  
1-3 years
    
29,710
    
794
    
741
    
31,245
  
4-5 years
    
79,854
    
530
    
787
    
81,171
  
After 5 years
    
—
    
125
    
1,990
    
2,115
  
                           
   
$
121,294
  
$
2,197
  
$
3,912
  
$
127,403
  

Idle facility lease consists of an obligation for a manufacturing location that was exited in conjunction with the company's manufacturing consolidation efforts. This lease obligation continues through December 2014. This facility has been subleased. The obligation presented above does not reflect any anticipated sublease income from the facilities.

The company maintains a non-contributory defined benefit plan for its union employees at the Elgin, Illinois facility. Benefits are determined based upon retirement age and years of service with the company. This defined benefit plan was frozen on April 30, 2002 and no further benefits accrue to the participants beyond this date. Plan participants will receive or continue to receive payments for benefits earned on or prior to April 30, 2002 upon reaching retirement age. The employees participating in the defined benefit plan were enrolled in a newly established 401K savings plan on July 1, 2002. As of January 1, 2005, the unfunded benefit obligation under the pension plan was $1.0 million. The defined benefit plan continues to be funded in accordance with provisions of the Employee Retirement Income Security Act of 1974. Company funding contributions amounted to $216,000 in fiscal 2004 and $280,000 in fiscal 2003. The anticipated minimum funding requirement for fiscal 2005 is approximately $285,000 of which $142,000 was funded during the six-month period ending July 2, 2005.
 
The company also maintains a retirement benefit agreement with its Chairman. The retirement benefits are based upon a percentage of the Chairman’s final base salary. Additionally, the company maintains a retirement plan for non-employee directors. The plan provides for an annual benefit upon retirement from the Board of Directors at age 70, equal to 100% of the director’s last annual retainer, payable for a number of years equal to the director’s years of service up to a maximum of 10 years. As of January 1, 2005, the unfunded benefit obligation under these plans amounted to $4.3 million, of which $3.6 million was funded in the first quarter of 2005 associated with the settlement and payment of pension obligations due to the former Chairman. The company will make future contributions to this plan as retirement obligations become due.

22

The company has $4.0 million in outstanding letters of credit, which expire on July 2, 2006 with an automatic one-year renewal, to secure potential obligations under insurance programs.

The company places purchase orders with its suppliers in the ordinary course of business. These purchase orders are generally to fulfill short-term manufacturing requirements of less than 90 days and most are cancelable with a restocking penalty. The company has no long-term purchase contracts or minimum purchase obligations with any supplier.

The company has contractual obligations under its various debt agreements to make interest payments. These amounts are subject to the level of borrowings in future periods and the interest rate for the applicable periods, and therefore the amounts of these payments is not determinable.

The company has no activities, obligations or exposures associated with off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market  Risk

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
  
   
Rate
  
Rate
  
Twelve Month Period Ending
  
Debt
  
Debt
  
 
(in thousands)
  
           
June 30, 2006
  
$
—
  
$
11,730
  
June 30, 2007
    
—
    
14,230
  
June 30, 2008
    
—
    
15,480
  
June 30, 2009
    
—
    
16,730
  
June 30, 2010
    
—
    
63,124
  
               
 
  
$
—
  
$
121,294
  

During the fourth quarter of 2004, the company entered into a new $160.0 million senior secured credit facility in order to increase the company's borrowing availability. Terms of the agreement provided for $70.0 million of term loans and $90.0 million of availability under a revolving credit line. As of July 2, 2005, the company had $119.0 million outstanding under this facility, including $65.0 million of a term loan and $54.0 million of borrowings under the revolving credit line.

Borrowings under the senior secured credit facility are assessed at an interest rate at 1.5% above LIBOR for long-term borrowings or at the higher of the Prime rate and the Federal Funds Rate plus 0.5% for short-term borrowings. At July 2, 2005, the average interest rate on the senior debt amounted to 4.88%. The interest rates on borrowings under the senior bank facility may be adjusted quarterly based on the company’s defined indebtedness ratio on a rolling four-quarter basis. Additionally, a commitment fee, based upon the indebtedness ratio is charged on the unused portion of the revolving credit line. This variable commitment fee amounted to 0.30% as of July 2, 2005.
 
23

In November 2004, the company entered into a promissory note in conjunction with the release and early termination of obligations under a lease agreement relative to a manufacturing facility in Shelburne, Vermont. At July 2, 2005, the balance due on the note amounted to $2.3 million. The note is assessed interest at 4.0% above LIBOR with an interest rate cap of 9.0%. At July 2, 2005 the interest rate on the note was approximately 7.3%. The note amortizes monthly and matures in December 2009.

The company has historically entered into interest rate swap agreements to effectively fix the interest rate on its outstanding debt. In February 2003, the company entered into an interest rate swap agreement for a notional amount of $10.0 million. This agreement swaps one-month LIBOR for a fixed rate of 2.36% and remains in effect through December 2005. In January 2005, the company entered into an interest rate swap agreement for a notional amount of $70.0 million. This agreement swaps one-month LIBOR for a fixed rate of 3.78%. The notional amount amortizes consistent with the repayment schedule of the company's term loan maturing November 2009. The unamortized notational amount of this swap as of July 2, 2005 was $65.0 million.

The terms of the senior secured credit facility limit the paying of dividends, capital expenditures and leases, and require, among other things, certain ratios of indebtedness and fixed charge coverage. The credit agreement also provides that if a material adverse change in the company’s business operations or conditions occurs, the lender could declare an event of default. Under terms of the agreement a material adverse effect is defined as (a) a material adverse change in, or a material adverse effect upon, the operations, business properties, condition (financial and otherwise) or prospects of the company and its subsidiaries taken as a whole; (b) a material impairment of the ability of the company to perform under the loan agreements and to avoid any event of default; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the company of any loan document. A material adverse effect is determined on a subjective basis by the company's creditors. At July 2, 2005, the company was in compliance with all covenants pursuant to its borrowing agreements.

Financing Derivative Instruments

In February 2003, the company entered into an interest rate swap agreement with a notional amount of $10.0 million to fix the interest rate applicable to certain of its variable-rate debt. The agreement swaps one-month LIBOR for a fixed rate of 2.36% and is in effect through December 30, 2005. The company designated the swap as a cash flow hedge at its inception and all changes in the fair value of the swap are recognized in accumulated other comprehensive income. As of July 2, 2005, the fair value of this instrument was $0.1 million. There was no change in the fair value of this swap agreement in the first six months of 2005.

In January 2005, the company entered into another interest rate swap with a notional amount of $70.0 million to fix the interest rate applicable to certain of its variable-rate debt. The notional amount of the swap amortizes consistent with the repayment schedule of the company's senior term loan maturing in November 2009. The agreement swaps one-month LIBOR for a fixed rate of 3.78% and is in effect through November 2009. The company designated the swap as a cash flow hedge at its inception and all changes in the fair value of the swap are recognized in accumulated other comprehensive income. As of July 2, 2005, the fair value of this instrument was $0.4 million. The change in fair value of this swap agreement in the first six months of 2005 was a gain of $0.4 million.

24
 

Foreign Exchange Derivative Financial Instruments

The company uses 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 hedging activities are 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 balance sheet exposures. The following table summarizes the forward and option purchase contracts outstanding at July 2, 2005, the fair value of these forward contracts was $0.1 million at the end of the quarter:

Sell
Purchase
Maturity
         
1,400,000  
Euro
$1,699,600  
U.S. Dollars
July 15, 2005
1,000,000  
British Pounds
$1,807,100  
U.S. Dollars
July 15, 2005

Item 4. Controls and Procedures

The company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of July 2, 2005, the company carried out an evaluation, under the supervision and with the participation of the company's management, including the company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the company's disclosure controls and procedures. Based on the foregoing, the company's Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of this period.
 
During the quarter ended July 2, 2005, there has been no change in the company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.

25

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 July 2, 2005, except as follows:

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the second quarter of fiscal 2005, the company issued 27,250 shares of the company’s common stock to division executives, company directors and a former executive officers pursuant to the exercise of stock options. The following summarizes those transactions.

Date
Class of persons
Number of Shares
Exercise Price
Amount
April 4, 2005
division executive
2,000
5.90
$11,800.00
April 11, 2005
former executive officer
2,000
5.90
$11,800.00
April 11, 2005
former executive officer
1,000
10.51
$10,510.00
April 11, 2005
former executive officer
3,667
18.47
$67,729.49
April 15, 2005
company director
3,000
6.00
$18,000.00
April 15, 2005
company director
3,000
10.51
$31,530.00
April 21, 2005
former executive officer
3,333
18.47
$61,560.00
April 21, 2005
company director
5,000
7.50
$37,500.00
April 21, 2005
company director
3,000
6.00
$18,000.00
April 29, 2005
division executive
1,250
18.47
$23,087.50

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 as such certificates for the shares were legended and stop transfer instructions were given to the transfer agent.
 
Item 4. Submission of Matters to a Vote of Security Holders

On May 19, 2005, the company held its 2005 Annual Meeting of Stockholders. The following persons were elected as directors to hold office until the 2006 Annual Meeting of Stockholders:
Selim A. Bassoul, Robert B. Lamb, John R. Miller III, Gordon O'Brien, Philip G. Putnam, Sabin C. Streeter 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
Bassoul
5,452,072
19,030
0
Lamb
5,453,190
17,912
0
Miller
5,452,408
18,694
0
O'Brien
5,439,465
31,637
0
Putnam
5,454,747
16,355
0
Streeter
5,454,278
16,824
0
Yohe
5,451,992
19,110
0

The stockholders voted to approve the ratification of the selection of Deloitte and Touche LLP as independent auditors for the company for the fiscal year ending December 31, 2005. 5,471,103 shares were cast for such election, 18,166 shares were cast against such election, and 3,432 shares abstained.

The stockholders voted to amend and restate the Management Incentive Compensation Plan. 5,471,100 shares were cast for election, 127,922 shares were cast against such election, and 11,815 shares abstained.

The stockholders voted to amend the 1998 Stock Incentive Plan. 3,534,584 shares were cast for election, 1,122,649 shares were cast against such election, and 13,016 shares abstained.

The stockholders voted to amend the company's charter to remove obsolete provisions and to clarify certain existing provisions. 5,471,102 shares were cast for election, 1,092,258 shares were cast against such election, and 7,001 shares abstained.

The stockholders voted to amend the company's charter to grant the Board of Directors the authority to adopt, amend, alter or repel the company's bylaws. 5,471,100 shares were cast for election, 1,184,573 shares were cast against such election, and 9,863 shares abstained.

26
 

Item 6. Exhibits

Exhibits - The following exhibits are filed herewith:

 
Exhibit 3.1 -
Restated Certificate of Incorporation of The Middleby Corporation, effective as of May 13, 2005, incorporated by reference to the company's Form 8-K Exhibit 3.1, dated April 29, 2005, filed on May 17, 2005.
     
 
Exhibit 3.2 -
Amended and Restated Bylaws of The Middleby Corporation, effective as of May 13, 2005, incorporated by reference to the company's Form 8-K Exhibit 3.2, dated April 29, 2005, filed on May 17, 2005.
     
  Exhibit 10.1 - Form of Non-Qualified Stock Option Agreement, incorporated by reference to the company's Form 8-K Exhibit 10.1, filed on May 5, 2005.
     
  Exhibit 10.2 - Form of Confidentiality and Non-Competition Agreement, incorporated by reference to the company's Form 8-K Exhibit 10.2, filed on May 5, 2005.
     
 
Exhibit 10.3 -
The Middleby Corporation Amended and Restated Management Incentive Compensation Plan, effective as of January 1, 2005, incorporated by reference to the company's Form 8-K Exhibit 3.2, dated April 29, 2005, filed on May 17, 2005.
     
 
Exhibit 10.4 -
Amendment to The Middleby Corporation 1998 Stock Incentive Plan, effective as of January 1, 2005, incorporated by reference to the company's Form 8-K Exhibit 3.2, dated April 29, 2005, filed on May 17, 2005.
     
 
Exhibit 10.5 -
Letter agreement by and between The Middleby Corporation and A. Don Lummus, dated June 9, 2005, incorporated by reference to the company's Form 8-K Exhibit 10.1, dated June 9, 2005, filed on June 9, 2005.
 
 
  
 
Exhibit 31.1 -
Rule 13a-14(a)/15d -14(a) Certification of the Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
  
 
Exhibit 31.2 -
Rule 13a-14(a)/15d -14(a) Certification of the Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
 
Exhibit 32.1 -
Certification by the Principal Executive Officer of The Middleby Corporation Pursuant to Rule 13A-14(b) under the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002(18 U.S.C. 1350).
     
 
Exhibit 32.2 -
Certification by the Principal Financial Officer of The Middleby Corporation Pursuant to Rule 13A-14(b) under the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002(18 U.S.C. 1350).
     

27
 

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 August 10, 2005 By:   /s/ Timothy J. FitzGerald
  Timothy J. FitzGerald
 
Vice President,
Chief Financial Officer
 
 
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