SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 23, 1997
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Date of Report (Date of Earliest Event Reported)
Commission File No. 1-9973
THE MIDDLEBY CORPORATION
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(Exact name of Registrant as specified in its charter)
DELAWARE 36-3352497
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(State of Incorporation) (IRS Employer Identification Number)
1400 Toastmaster Drive
Elgin, Illinois 60120-9274
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(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (847) 741-3300
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 23, 1997, The Middleby Corporation (the "Company")
completed the sale of substantially all of the assets of its Victory
Refrigeration Company ("Victory") subsidiary to an investor group led
by local management at Victory. Gross proceeds from the sale are
expected to amount to approximately $6,100,000, less amounts for
certain retained liabilities of approximately $2,600,000. The
proceeds are subject to post closing adjustments. The terms of the
sale were the results of arms-length negotiations. This sale was
announced on November 1, 1996, concluding the sale of all of the
assets of Victory. The sale and leaseback of the Victory facility
to an unrelated third party had previously been completed on
December 27, 1996 for net proceeds of approximately $4,556,000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) The following pro forma financial information is filed herewith.
Pro forma consolidated statement of operations (unaudited) for
the year ended December 30, 1995 and nine months ended September
28, 1996.
Pro forma consolidated balance sheet (unaudited) as of September
28, 1996.
Notes to the pro forma financial statements (unaudited).
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THE MIDDLEBY CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited pro forma consolidated financial statements are
presented to illustrate the effect of certain adjustments to the historical
consolidated financial statements that result from the sale of Victory, as
if the sale and related transactions had occurred at the beginning of the
periods presented for the Consolidated Statements of Earnings from
Continuing Operations and as of September 28, 1996 for the Consolidated
Balance Sheet.
The accompanying pro forma consolidated financial statements should be read
in conjunction with the Company's historical consolidated financial
statements and notes thereto appearing elsewhere herein. The Company's
historical financial statements have been restated to reflect the sale of
Victory as a discontinued operation. The pro forma consolidated financial
statements are presented for informational purposes only and are not
necessarily indicative of actual results had the sale and related
transactions occurred at the beginning of the periods presented for the
Consolidated Statements of Operations from Continuing Earnings and as of
September 28, 1996 for the Consolidated Balance Sheet, nor do they purport
to represent the results of future operations of the Company.
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THE MIDDLEBY CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS
FROM CONTINUING OPERATIONS
(AMOUNTS IN $000'S, EXCEPT PER SHARE DATA)
NINE MONTHS ENDED SEPTEMBER 28, 1996 YEAR ENDED DECEMBER 30, 1995
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PRO RESTATED PRO
HISTORICAL(a) ADJUSTMENTS FORMA HISTORICAL(b) ADJUSTMENTS FORMA
------------- ----------- ----- ------------- ----------- -----
Net Sales. . . . . . . . . . . . . . . . . . . $89,571 $89,571 $106,348 $106,348
Cost of Sales. . . . . . . . . . . . . . . . . 63,080 63,080 73,812 73,812
------ ------ ------ ------
Gross Profit. . . . . . . . . . . . . . . 26,491 26,491 32,536 32,536
Selling and Distribution Expenses. . . . . . . 13,280 13,280 15,385 15,385
General and Administrative Expenses. . . . . . 6,735 6,735 8,470 8,470
Provision for Product Line Discontinuance. . . - - 900 900
----- ----- ----- ---
Income from Operations. . . . . . . . . . 6,476 6,476 7,781 7,781
Interest Expense and Deferred Financing
Costs . . . . . . . . . . . . . . . . . . . 3,277 3,277 4,319 4,319
Other (Income) Expense, Net. . . . . . . . . . 132 132 547 547
--- --- --- ---
Earnings Before Income Taxes . . . . . . . . . 3,067 3,067 2,915 2,915
Provision (Benefit) for Income Taxes . . . . . 1,069 1,069 (340) (340)
----- ----- --- ---
Net Earnings from Continuing
Operations . . . . . . . . . . . . . . $1,998 $1,998 $3,255 $3,255
------ ------ ------ ------
------ ------ ------ ------
Earnings Per Share from Continuing
Operations. . . . . . . . . . . . . . . . . $0.24 $0.24 $0.37 $0.37
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----- ----- ----- -----
Weighted Average Shares of Common
Stock Outstanding . . . . . . . . . . . . . 8,406,000 8,406,000 8,685,000 8,685,000
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THE MIDDLEBY CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 28, 1996
(AMOUNTS IN $000'S)
PRO FORMA
ADJUSTMENTS
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ASSETS HISTORICAL(a) DR. CR. PRO FORMA
- ------------------------------------------------- ------------- --- --- ---------
Cash and Cash Equivalents. . . . . . . . . . . . $958 $958
Accounts Receivable, net . . . . . . . . . . . . 19,115 19,115
Inventories, net . . . . . . . . . . . . . . . . 21,062 21,062
Prepaid Expenses and Other . . . . . . . . . . . 1,271 1,271
Current Deferred Taxes . . . . . . . . . . . . . 2,086 2,086
Net Assets of Discontinued Operations. . . . . . 9,443 637(c) -
8,806(g)
----- ----- ----- -----
Total Current Assets . . . . . . . . . . . . 53,935 -- 9,443 44,492
Property, Plant and Equipment. . . . . . . . . . 18,480 18,480
Excess Purchase Price Over Net Assets
Acquired . . . . . . . . . . . . . . . . . . 7,568 7,568
Deferred Taxes . . . . . . . . . . . . . . . . . 2,930 2,930
Other Assets . . . . . . . . . . . . . . . . . . 2,040 2,040
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Total Assets . . . . . . . . . . . . . . . . $84,953 $ - $9,443 $75,510
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------- ------- ------ -------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Maturities of Long-Term Debt . . . . . . $2,556 $2,556
Accounts Payable . . . . . . . . . . . . . . . . 12,184 12,184
Accrued Expenses . . . . . . . . . . . . . . . . 7,830 7,830
----- ------ ------ -----
Total Current Liabilities. . . . . . . . . . 22,570 - - 22,570
Long-Term Debt . . . . . . . . . . . . . . . . . 45,132 637(c) 36,439
3,500(d)
4,556(e)
Minority Interest and Other Non-current
Liabilities . . . . . . . . . . . . . . . . . 1,900 1,900
Shareholders' Equity:
Preferred Stock, $.01 par value;
nonvoting; 2,000 shares authorized;
none issued. . . . . . . . . . . . . . . . . - -
Common Stock, $.01 par value;
20,000 shares authorized; 8,422
issued and outstanding . . . . . . . . . . . 84 84
Paid-in Capital . . . . . . . . . . . . . . . 28,001 28,001
Cumulative Translation Adjustment . . . . . . (275) (275)
Accumulated Deficit . . . . . . . . . . . . . (12,459) 750(f) (13,209)
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Total Shareholders' Equity . . . . . . . . . 15,351 750 - 14,601
------ --- ------ ------
Total Liabilities and
Shareholders' Equity . . . . . . . . $84,953 $9,443 $ - $75,510
------- ------ ------- -------
------- ------ ------- -------
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NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
The unaudited pro forma financial information should be read in conjunction with
historical financial statements contained in the Company's Annual Report on Form
10-K for the year ended December 30, 1995 and Quarterly Report on Form 10-Q for
the quarter ended September 28, 1996. Certain amounts have been reclassified to
present the financial statements consistently between periods. The pro forma
information is presented for illustrative purposes only.
(a) The historical information for the period ended September 28, 1996 was
previously reported in the Company's quarterly report on Form 10-Q for
the quarter ended September 28, 1996 and was restated to reflect
Victory as a discontinued operation.
(b) The historical information for the fiscal year ended 1995 has been
restated in this filing to reflect Victory as a discontinued
operation.
(c) Represents the reduction in net assets of Victory in the form of net
cash generated by operations prior to January 23, 1997 utilized to pay
down the Company's revolving credit facility.
(d) The expected proceeds for the sale of Victory of $6,100,000, net of
payments for certain liabilities of approximately $2,600,000, are
anticipated to be utilized to pay down the Company's term loan and
revolving credit facility. These sale proceeds are subject to
post-closing adjustments.
(e) Represents the net proceeds from the sale of property and facilities
of Victory utilized to pay down the Company's term loan and revolving
credit facility.
(f) Represents additional operating losses of the discontinued operation
in excess of amounts estimated and recorded at September 28, 1996,
which reduced the ultimate sale proceeds realized.
(g) Represents the reported net assets of Victory to be disposed in
conjunction with the sale.
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(c) Exhibits
(10)(iii)(j) Agreement of Purchase and Sale of the Company's Cherry
Hill, New Jersey facility with attached lease,
incorporated by reference Exhibit (10)(iii)j to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 26, 1996
(10)(iii)(k) Asset Purchase Agreement among Middleby Marshall Inc.,
Victory Refrigeration Company and Victory Acquisition
Group dated December 27, 1996
SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE MIDDLEBY CORPORATION
By: /s/ John J. Hastings
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John J. Hastings
Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
Dated: February 7, 1997
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