Delaware
|
36-3352497
|
(State
or other jurisdiction of
incorporation or organization)
|
(IRS
Employer Identification Number)
|
1400
Toastmaster Drive, Elgin,
Illinois
|
60120
|
(Address
of principal executive
offices)
|
(Zip
Code)
|
PART
I
|
Page
|
||
Item
1.
|
Business
|
1
|
|
Item 1A. | Risk Factors |
11
|
|
Item 1B. | Unresolved Staff Comments |
22
|
|
Item
2.
|
Properties
|
23
|
|
Item
3.
|
Legal
Proceedings
|
23
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
23
|
|
|
|||
|
PART
II
|
|
|
|
|||
Item
5.
|
Market
for Registrant’s Common Equity,Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
24
|
|
Item
6.
|
Selected
Financial Data
|
26
|
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
27
|
|
Item
7A.
|
Quantitative
and Qualitative Disclosure about Market Risk
|
40
|
|
Item
8.
|
Financial
Statements and Supplementary Data
|
42
|
|
Item
9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
76
|
|
Item
9A.
|
Controls
and Procedures
|
76
|
|
Item
9B.
|
Other
Information
|
79
|
|
|
|||
|
PART
III
|
|
|
|
|||
Item
10.
|
Directors
and Executive Officers of the Registrant
|
80
|
|
Item
11.
|
Executive
Compensation
|
80
|
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
80
|
|
Item
13.
|
Certain
Relationships and Related Transactions
|
80
|
|
Item
14.
|
Principal
Accountant Fees and Services
|
80
|
|
|
|||
|
PART
IV
|
|
|
|
|||
Item
15.
|
Exhibits
and Financial Statement Schedules
|
81
|
Item 1. |
Business
|
· |
Core
Cooking Equipment Product Group:
manufactures equipment that is central to most restaurant kitchens.
The
products offered by this group include ranges, convection ovens,
baking
ovens, proofers, broilers, fryers, combi-ovens, charbroilers and
steam
equipment. These products are marketed under the Blodgett®, Pitco
Frialator®, Southbend®, MagiKitch'n® and Nu-Vu® brands. Blodgett®, known
for its durability and craftsmanship, is the leading brand of convection
and combi ovens. In demand since the late 1800's, the Blodgett oven
has
stood the test of time and set the industry standard. Pitco Frialator®
offers a broad line of gas and electric equipment combining reliability
with efficiency in simple-to-operate professional frying equipment.
Since
1918, Pitco fryers have captured a major market share by offering
simple,
reliable equipment for cooking menu items such as french fries, onion
rings, chicken, donuts, and seafood. For over 100 years, Southbend® has
produced a broad array of heavy-duty, gas-fired equipment, include
ranges,
convection ovens, broilers, and steam cooking equipment. Southbend
has
dedicated significant resources to developing and introducing innovative
product features resulting in a premier cooking line. For more than
60
years, MagiKitch’n® has focused on manufacturing charbroiling products
that deliver quality construction, high performance and flexible
operation.
|
· |
Conveyor
Oven Equipment Product Group: manufactures
ovens that are desirable for high volume applications, providing
for high
levels of production and efficiency while allowing a restaurant owner
to
retain flexibility in menu offerings. Conveyor oven equipment allows
for
simplification of the food preparation process, which in turn provides
for
labor savings opportunities and a greater consistency of the final
product. Conveyor oven equipment products are marketed under the
Middleby
Marshall®, Blodgett® and CTX® brands.
|
· |
Counterline
Cooking Equipment Product Group:
manufactures
predominantly light and medium-duty electric equipment, including
pop-up
and conveyor toasters, hot food servers, foodwarmers and griddles
marketed
under the Toastmaster® brand name to commercial restaurants and
institutional kitchens.
|
· |
International
Specialty Equipment Product Group:
provides reduced-cost manufacturing capabilities in the Philippines.
The
group is a leading supplier of specialty equipment in the Asian markets,
including fryers and counterline equipment, as well as component
parts for
the company's domestic operations.
|
Item 1A. |
Risk
Factors
|
•
|
the
company may be unable to obtain additional financing for working
capital,
capital expenditures, acquisitions and other general corporate
purposes;
|
•
|
a
significant portion of the company's cash flow from operations
must be
dedicated to debt service, which reduces the amount of cash the
company
has available for other purposes;
|
•
|
the
company may be more vulnerable to a downturn in the company business
or
economic and industry conditions;
|
•
|
the
company may be disadvantaged as compared to its competitors, such
as in
the ability to adjust to changing market conditions, as a result
of the
significant amount of debt the company owes;
and
|
•
|
the
company may be restricted in its ability to make strategic acquisitions
and to pursue business opportunities.
|
· |
pay
dividends;
|
· |
incur
additional indebtedness;
|
· |
create
liens on the company's assets;
|
· |
engage
in new lines of business;
|
· |
make
investments;
|
· |
make
capital expenditures and enter into leases;
and
|
· |
acquire
or dispose of assets.
|
•
|
becoming
subject to extensive regulations and oversight, tariffs and other
trade
barriers;
|
•
|
the
level of market acceptance of new or enhanced versions of the company's
products;
|
•
|
changes
in expectations as to the company's future financial performance,
including financial estimates by securities analysts and
investors;
|
•
|
the
operating performance and stock price of other companies in the
company's
industry;
|
•
|
announcements
by the company or the company's competitors of new products or
significant
contracts, acquisitions, joint ventures or capital
commitments;
|
Item 1B. |
Unresolved
Staff Comments
|
Item 2. |
Properties
|
Location
|
Principal
Function
|
Square
Footage
|
Owned/
Leased
|
Elgin,
IL
|
Manufacturing,
Warehousing and Offices
|
207,000
|
Owned
|
Menominee,
MI
|
Manufacturing,
Warehousing and Offices
|
46,000
|
Owned
|
Bow,
NH
|
Manufacturing,
Warehousing and Offices
|
102,000
34,000
|
Owned
Leased(1)
|
Fuquay-Varina,
NC
|
Manufacturing,
Warehousing and Offices
|
131,000
|
Owned
|
Burlington,
VT
|
Manufacturing,
Warehousing and Offices
|
140,000
|
Owned
|
Lodi,
WI
|
Manufacturing,
Warehousing and Offices
|
112,000
|
Owned
|
Laguna,
the Philippines
|
Manufacturing,
Warehousing and Offices
|
54,000
|
Owned
|
Item 3. |
Legal
Proceedings
|
Item 4. |
Submission
of Matters to a Vote of Security
Holders
|
Item 5. |
Market
for Registrant’s
Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity
Securities
|
Closing
Share Price
|
||
High
|
Low
|
|
Fiscal
2005
|
||
First
quarter
|
55.69
|
45.82
|
Second
quarter
|
56.01
|
44.04
|
Third
quarter
|
72.50
|
52.10
|
Fourth
quarter
|
87.65
|
69.81
|
Fiscal
2004
|
||
First
quarter
|
47.05
|
37.80
|
Second
quarter
|
63.00
|
45.79
|
Third
quarter
|
56.40
|
49.20
|
Fourth
quarter
|
58.30
|
46.80
|
Total
Number
of
Shares
Purchased
|
Average
Price
Paid
per
Share
|
Total
Number
of
Shares
Purchased
as
Part
of Publicly
Announced
Plan
or
Program
|
Maximum
Number
of
Shares
that May
Yet
be
Purchased
Under
the Plan
or
Program
|
|||||
October
2, 2005 to October 29, 2005
|
—
|
—
|
—
|
847,001
|
||||
October
30, 2005 to November 26, 2005
|
—
|
—
|
—
|
847,001
|
||||
November
27, 2005 to December 31, 2005
|
—
|
—
|
—
|
847,001
|
||||
Quarter
ended December 31, 2005
|
—
|
—
|
—
|
847,001
|
Item 6. |
Selected
Financial Data
|
2005
|
2004
|
2003
|
2002
|
2001
|
||||||||||
Income
Statement Data:
|
||||||||||||||
Net
sales
|
$
|
316,668
|
$ |
271,115
|
$ |
242,200
|
$ |
235,147
|
$ |
103,642
|
||||
Cost
of sales
|
195,015
|
168,487
|
156,347
|
156,647
|
72,138
|
|||||||||
Gross
profit
|
121,653
|
102,628
|
85,853
|
78,500
|
31,504
|
|||||||||
Selling
and distribution expenses
|
33,772
|
30,496
|
29,609
|
28,213
|
13,180
|
|||||||||
General
and administrative expenses
|
29,909
|
23,113
|
21,228
|
20,556
|
10,390
|
|||||||||
Stock
repurchase transaction expenses
|
—
|
12,647
|
—
|
—
|
—
|
|||||||||
Acquisition
integration reserve adjustments
|
—
|
(1,887)
|
—
|
—
|
—
|
|||||||||
Income
from operations
|
57,972
|
38,259
|
35,016
|
29,731
|
7,934
|
|||||||||
Interest
expense and deferred financing amortization, net
|
6,437
|
3,004
|
5,891
|
11,180
|
740
|
|||||||||
Debt
extinguishment expenses
|
—
|
1,154
|
—
|
9,122
|
—
|
|||||||||
Gain
on acquisition financing derivatives
|
—
|
(265)
|
(62)
|
(286)
|
—
|
|||||||||
Other
expense, net
|
137
|
522
|
366
|
901
|
794
|
|||||||||
Earnings
before income taxes
|
51,398
|
33,844
|
28,821
|
8,814
|
6,400
|
|||||||||
Provision
for income taxes
|
19,220
|
10,256
|
10,123
|
2,712
|
4,764
|
|||||||||
Net
earnings
|
$ |
32,178
|
$ |
23,588
|
$ |
18,698
|
$ |
6,102
|
$ |
1,636
|
||||
Net
earnings per share:
|
||||||||||||||
Basic
|
$ |
4.28
|
$ |
2.56
|
$ |
2.06
|
$ |
0.68
|
$ |
0.18
|
||||
Diluted
|
$ |
3.98
|
$ |
2.38
|
$ |
1.99
|
$ |
0.67
|
$ |
0.18
|
||||
Weighted
average number of shares outstanding:
|
||||||||||||||
Basic
|
7,514
|
9,200
|
9,065
|
8,990
|
8,981
|
|||||||||
Diluted
|
8,093
|
9,931
|
9,392
|
9,132
|
8,997
|
|||||||||
Cash
dividends declared per
common share
|
$ |
—
|
$ |
0.40
|
$ |
0.25
|
$ |
—
|
$ |
—
|
||||
Balance
Sheet Data:
|
||||||||||||||
Working
capital
|
$ |
7,590
|
$ |
10,923
|
$ |
3,490
|
$ |
13,890
|
$ |
12,763
|
||||
Total
assets
|
263,918
|
209,675
|
194,620
|
207,962
|
211,397
|
|||||||||
Total
debt
|
121,595
|
123,723
|
56,500
|
87,962
|
96,199
|
|||||||||
Stockholders'
equity
|
48,500
|
7,215
|
62,090
|
44,632
|
39,409
|
(1)
|
The
company's fiscal year ends on the Saturday nearest to
December 31.
|
Item 7. |
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
· |
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;
|
· |
risks
associated with the company's foreign operations, including market
acceptance and demand for the company's products and the company's
ability
to manage the risk associated with the exposure to foreign currency
exchange rate fluctuations;
|
· |
the
company's ability to protect its trademarks, copyrights and other
intellectual property;
|
· |
changing
market conditions;
|
· |
the
impact of competitive products and
pricing;
|
· |
the
timely development and market acceptance of the company's products;
and
|
· |
the
availability and cost of raw materials.
|
2005
|
2004
|
2003
|
|||||||||||||||||
Sales
|
Percent
|
Sales
|
Percent
|
Sales
|
Percent
|
||||||||||||||
Business
Divisions:
|
|||||||||||||||||||
Commercial
Foodservice:
|
|||||||||||||||||||
Core
cooking equipment
|
$
|
222,216
|
70.2
|
$
|
185,520
|
68.4
|
$
|
162,366
|
67.0
|
||||||||||
Conveyor
oven equipment
|
55,270
|
17.5
|
54,183
|
20.0
|
49,236
|
20.3
|
|||||||||||||
Counterline
cooking equipment
|
12,298
|
3.9
|
10,262
|
3.8
|
10,096
|
4.2
|
|||||||||||||
International
specialty equipment
|
9,210
|
2.9
|
7,545
|
2.8
|
7,704
|
3.2
|
|||||||||||||
Commercial
Foodservice
|
298,994
|
94.5
|
257,510
|
95.0
|
229,402
|
94.7
|
|||||||||||||
Industrial
Foodservice
|
2,837
|
0.9
|
—
|
—
|
—
|
—
|
|||||||||||||
International
Distribution Division
(2)
|
53,989
|
17.0
|
46,146
|
17.0
|
42,698
|
17.6
|
|||||||||||||
Intercompany
sales (3)
|
(39,152
|
)
|
(12.4
|
)
|
(32,541
|
)
|
(12.0
|
)
|
(29,900
|
)
|
(12.3
|
)
|
|||||||
Total
|
$
|
316,668
|
100.0
|
%
|
$
|
271,115
|
100.0
|
%
|
$
|
242,200
|
100.0
|
%
|
(1)
|
The
company's fiscal year ends on the Saturday nearest to December
31.
|
(2)
|
Consists
of sales of products manufactured by Middleby and products manufactured
by
third parties.
|
(3)
|
Represents
the elimination of sales amongst the Commercial Foodservice Equipment
Group and from the Commercial Foodservice Equipment Group to the
International Distribution
Division.
|
Fiscal
Year Ended(1)
|
||||||||||
2005
|
2004
|
2003
|
||||||||
Net
sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||
Cost
of sales
|
61.6
|
62.1
|
64.6
|
|||||||
Gross
profit
|
38.4
|
37.9
|
35.4
|
|||||||
Selling,
general and administrative expenses
|
20.1
|
19.8
|
20.9
|
|||||||
Stock
repurchase transaction expenses
|
--
|
4.7
|
--
|
|||||||
Acquisition
integration reserve adjustments
|
--
|
(0.7
|
)
|
--
|
||||||
Income
from
operations
|
18.3
|
14.1
|
14.5
|
|||||||
Interest
expense and deferred financing amortization, net
|
2.0
|
1.1
|
2.4
|
|||||||
Debt
extinguishment expenses
|
--
|
0.4
|
--
|
|||||||
Gain
on acquisition financing derivatives
|
--
|
(0.1
|
)
|
--
|
||||||
Other
expense, net
|
--
|
0.2
|
0.2
|
|||||||
Earnings
before income taxes
|
16.3
|
12.5
|
11.9
|
|||||||
Provision
for income taxes
|
6.1
|
3.8
|
4.2
|
|||||||
Net
earnings
|
10.2
|
%
|
8.7
|
%
|
7.7
|
%
|
(1)
|
The
company's fiscal year ends on the Saturday nearest to December
31.
|
· |
Core
cooking equipment increased by $36.7 million or 19.8% to $222.2 million
in
2005. The sales increase included $16.0 million of sales at Nu-Vu
Foodservice Systems which was acquired on January 7, 2005 representing
8.6% of the sales growth of the core cooking equipment product group.
The
remaining $20.7 million in sales for this group reflects continued
success
of recent product introductions including the Solstice series of
fryers,
the Southbend Platinum series of ranges and the Blodgett combi-oven
and
steam line.
|
· |
Conveyor
oven equipment sales increased by approximately $1.1 million or 2.0%
to
$55.3 million. The increase in sales reflects sales of the new 500
series
product line of ovens, offset in part by reduced sales of certain
discontinued oven models during 2005.
|
· |
Counterline
cooking equipment sales increased by approximately $2.0 million or
19.8%
as a result of increased sales of a new series of counterline equipment
introduced in 2004.
|
· |
International
specialty equipment sales increased by $1.7 million or 22.1%. The
increase
in sales resulted from increased product and component parts produced
for
the company's U.S. manufacturing operations.
|
· |
Increased
sales volumes resulting in greater production efficiencies and absorption
of fixed overhead costs.
|
· |
Increased
production efficiencies and lower warranty expenses associated with
new
product introductions resulting from standardization of product platforms
and improvements of product design for new generations of
equipment.
|
· |
A
$3.4 million increase in interest expense to $6.4 million in 2005
from
$3.0 million in 2004 resulting from higher average debt during the
year
due to the $84 million December 2004 stock repurchase transaction
and
higher rates of interest.
|
· |
A
decrease of $1.2 million pertaining to the write-off in fiscal 2004
of
deferred financing costs related to the company's previous bank facility,
which was refinanced as a result of the stock repurchase transaction.
|
· |
A
$0.3 million decrease in the gain on financing related
derivatives.
|
· |
A
$0.4 million decrease in other expense, primarily due to lower foreign
exchange losses.
|
· |
Core
cooking equipment increased by $23.1 million or 14.2% to $185.5 million
in
2004. Fryer sales grew by approximately $6.7 million due in part
to
continued success of the Solstice fryer platform. Sales of convection
and
combi-ovens increased by approximately $6.2 million with increased
sales
to institutional customers due in part to improved market conditions
and
success of new product introductions. Range sales grew by approximately
$4.2 million with continued success of the new Platinum series of
products. Sales of steam equipment increased by approximately $2.5
million
due to the introduction of steam products under the Blodgett brand
name
and success of the newly introduced StratoSteam steamer under the
Southbend brand name.
|
· |
Conveyor
oven equipment sales increased by approximately $4.9 million or 10.0%
to
$54.2 million. Increased sales reflect the success of the company's
new
generation of more energy efficient conveyor ovens. Improved sales
also
reflect greater sales with certain major restaurant chain accounts,
which
increased their purchases during the year. Parts sales also increased
reflecting higher prices of parts and increased sales volume resulting
from an aging base of equipment.
|
· |
Counterline
cooking equipment sales increased by approximately $0.2 million or
1.6%
and included sales of a new series of counterline equipment introduced
in
2004.
|
· |
International
specialty equipment sales decreased by $0.2 million or 2.1%. The
decrease
in sales resulted from lower component parts produced for the company's
U.S. manufacturing operations.
|
· |
Increased
sales volumes resulting in greater production efficiencies and absorption
of fixed overhead costs.
|
· |
Material
cost savings resulting from supply chain initiatives instituted in
fiscal
2004.
|
· |
Increased
production efficiencies and lower warranty expenses associated with
new
product introductions resulting from standardization of product platforms
and improvements of product design for new generations of
equipment.
|
· |
A
$2.9 million reduction in interest expense to $3.0 million in 2004
from
$5.9 million in 2003 resulting from lower average debt during the
year and
lower rates of interest assessed on outstanding balances due in part
to a
refinancing of the company's debt facility in May
2004.
|
· |
An
increase of $1.2 million pertaining to the write-off of deferred
financing
costs related to the company's previous bank facility, which was
refinanced as a result of the stock repurchase transaction.
|
· |
A
$0.2 million increase in the gain on financing related derivatives
to $0.3
million in 2004 from $0.1 million in 2003 with gains on interest
rate
swaps that occurred as interest rates rose in
2004.
|
Long-term Debt |
Operating
Leases |
Idle
Facility |
Total Contractual |
||||||||
Less
than 1 year
|
$ |
13,780
|
$ |
908
|
$ |
303
|
$ |
14,991
|
|||
1-3
years
|
32,560
|
681
|
667
|
33,908
|
|||||||
4-5
years
|
75,255
|
360
|
778
|
76,393
|
|||||||
After
5 years
|
—
|
111
|
2,019
|
2,130
|
|||||||
$ |
121,595
|
$ |
2,060
|
$ |
3,767
|
$ |
127,422
|
Item 7A. |
Quantitative
and Qualitative Disclosure about Market Risk
|
Fixed
Rate Debt
|
Variable
Rate Debt
|
|||||
(dollars
in thousands)
|
||||||
2006
|
$ |
—
|
$ |
13,780
|
||
2007
|
—
|
|
16,280
|
|||
2008
|
—
|
16,280
|
||||
2009
|
—
|
75,255
|
||||
$ |
—
|
$ |
121,595
|
Page
|
|||
Report
of Independent Public Accountants
|
43
|
||
Consolidated
Balance Sheets
|
44
|
||
Consolidated
Statements of Earnings
|
45
|
||
Consolidated
Statements of Changes in Stockholders’ Equity
|
46
|
||
Consolidated
Statements of Cash Flows
|
47
|
||
Notes
to Consolidated Financial Statements
|
48
|
||
The
following consolidated financial statement schedule is included
in
response to Item 15
|
|
||
Schedule
II - Valuation and Qualifying Accounts and Reserves
|
75
|
ASSETS
|
2005
|
2004
|
|||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
3,908
|
$
|
3,803
|
|||
Accounts
receivable, net
|
38,552
|
26,612
|
|||||
Inventories,
net
|
40,989
|
32,772
|
|||||
Prepaid
expenses and other
|
4,513
|
2,008
|
|||||
Prepaid
taxes
|
3,354
|
9,952
|
|||||
Current
deferred taxes
|
10,319
|
8,865
|
|||||
Total
current assets
|
101,635
|
84,012
|
|||||
Property,
plant and equipment, net
|
25,331
|
22,980
|
|||||
Goodwill
|
98,757
|
74,761
|
|||||
Other
intangibles
|
35,498
|
26,300
|
|||||
Other
assets
|
2,697
|
1,622
|
|||||
Total
assets
|
$
|
263,918
|
$
|
209,675
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Current
maturities of long-term debt
|
$
|
13,780
|
$
|
10,480
|
|||
Accounts
payable
|
17,576
|
11,298
|
|||||
Accrued
expenses
|
62,689
|
51,311
|
|||||
Total
current liabilities
|
94,045
|
73,089
|
|||||
Long-term
debt
|
107,815
|
113,243
|
|||||
Long-term
deferred tax liability
|
8,207
|
11,434
|
|||||
Other
non-current liabilities
|
5,351
|
4,694
|
|||||
Stockholders'
equity:
|
|||||||
Preferred
stock, $.01 par value; none issued
|
— |
—
|
|||||
Common
stock, $.01 par value, 11,751,219 and 11,402,044 shares
issued in 2005 and 2004, respectively
|
117
|
114
|
|||||
Restricted
stock
|
(14,204
|
)
|
(4,700 | ) | |||
Paid-in
capital
|
79,291
|
60,446
|
|||||
Treasury
stock at cost; 3,856,344 and 3,856,344 shares
in 2005 and 2004, respectively
|
(89,650
|
)
|
(89,650 | ) | |||
Retained Retained
earnings
|
73,540
|
41,362
|
|||||
Accumulated
other comprehensive loss
|
(594
|
)
|
(357 | ) | |||
Total
stockholders' equity
|
48,500
|
7,215
|
|||||
Total
liabilities and stockholders' equity
|
$
|
263,918
|
$
|
209,675
|
2005
|
2004
|
2003
|
|||||||
Net
sales
|
$ |
316,668
|
$ |
271,115
|
$ |
242,200
|
|||
Cost
of sales
|
195,015
|
168,487
|
156,347
|
||||||
Gross
profit
|
121,653
|
102,628
|
85,853
|
||||||
Selling
and distribution expenses
|
33,772
|
30,496
|
29,609
|
||||||
General
and administrative expenses
|
29,909
|
23,113
|
21,228
|
||||||
Stock
repurchase transaction expenses
|
—
|
12,647
|
—
|
||||||
Acquisition
integration reserve adjustments
|
—
|
(1,887)
|
—
|
||||||
Income
from operations
|
57,972
|
38,259
|
35,016
|
||||||
Interest
expense and deferred financing amortization, net
|
6,437
|
3,004
|
5,891
|
||||||
Debt
extinguishment expenses
|
—
|
1,154
|
—
|
||||||
Gain
on acquisition financing derivatives
|
—
|
(265)
|
(62)
|
||||||
Other
expense, net
|
137
|
522
|
366
|
||||||
Earnings
before income taxes
|
51,398
|
33,844
|
28,821
|
||||||
Provision
for income taxes
|
19,220
|
10,256
|
10,123
|
||||||
Net
earnings
|
$ |
32,178
|
$ |
23,588
|
$ |
18,698
|
|||
Net
earnings per share:
|
|
||||||||
Basic
|
$ |
4.28
|
$ |
2.56
|
$ |
2.06
|
|||
Diluted
|
$ |
3.98
|
$ |
2.38
|
$ |
1.99
|
|||
Weighted
average number of shares
|
|||||||||
Basic
|
7,514
|
9,200
|
9,065
|
||||||
Dilutive
stock options
|
579
|
731
|
327
|
||||||
Diluted
|
8,093
|
|
9,931
|
9,392
|
Common
Stock
|
Shareholder
Receivable
|
Restricted
Stock
|
Paid-in
Capital
|
Treasury
Stock
|
(Accumulated
Deficit)
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income
|
Total
Stockholders'
Equity
|
|||||||||||||||||
Balance,
December 28, 2002
|
$ |
110
|
$ |
(200)
|
$ |
-
|
$ |
53,837
|
$ |
(11,635)
|
$ |
5,073
|
$ |
(2,553)
|
$ |
44,632
|
||||||||
Comprehensive
income:
|
||||||||||||||||||||||||
Net
earnings
|
-
|
-
|
-
|
-
|
-
|
18,698
|
-
|
18,698
|
||||||||||||||||
Currency
translation adjustments
|
-
|
-
|
-
|
-
|
-
|
-
|
468
|
468
|
||||||||||||||||
Increase
in minimum pension liability, net of tax of $380
|
-
|
-
|
-
|
-
|
-
|
-
|
(621)
|
(621)
|
||||||||||||||||
Unrealized
gain on interest rate swap, net of tax of $118
|
-
|
-
|
-
|
-
|
-
|
-
|
397
|
397
|
||||||||||||||||
Net
comprehensive income
|
-
|
-
|
-
|
-
|
-
|
18,698
|
244
|
18,942
|
||||||||||||||||
Exercise
of stock options
|
3
|
-
|
-
|
1,442
|
(828)
|
-
|
-
|
617
|
||||||||||||||||
Loan
forgiveness
|
-
|
200
|
-
|
-
|
-
|
-
|
-
|
200
|
||||||||||||||||
Dividend
payment
|
-
|
-
|
-
|
-
|
-
|
(2,301)
|
-
|
(2,301)
|
||||||||||||||||
Balance,
January 3, 2004
|
$ |
113
|
$ |
-
|
$ |
-
|
$ |
55,279
|
$ |
(12,463)
|
$ |
21,470
|
$ |
(2,309)
|
$ |
62,090
|
||||||||
Comprehensive
income:
|
||||||||||||||||||||||||
Net
earnings
|
-
|
-
|
-
|
-
|
-
|
23,588
|
-
|
23,588
|
||||||||||||||||
Currency
translation adjustments
|
-
|
-
|
-
|
-
|
-
|
-
|
674
|
674
|
||||||||||||||||
Decrease
in minimum pension liability, net of tax of $290
|
-
|
-
|
-
|
-
|
-
|
-
|
1,077
|
1,077
|
||||||||||||||||
Unrealized
gain on interest rate swap, net of tax of $143
|
-
|
-
|
-
|
-
|
-
|
-
|
201
|
201
|
||||||||||||||||
Net
comprehensive income
|
-
|
-
|
-
|
-
|
-
|
23,588
|
1,952
|
25,540
|
||||||||||||||||
Exercise
of stock options
|
-
|
-
|
-
|
349
|
-
|
-
|
-
|
349
|
||||||||||||||||
Purchase
of treasury stock
|
-
|
-
|
-
|
-
|
(77,187)
|
-
|
-
|
(77,187)
|
||||||||||||||||
Restricted
stock issuance
|
1
|
-
|
(4,819)
|
4,818
|
-
|
-
|
-
|
-
|
||||||||||||||||
Stock
compensation
|
-
|
-
|
119
|
-
|
-
|
-
|
-
|
119
|
||||||||||||||||
Dividend
payment
|
-
|
-
|
-
|
-
|
-
|
(3,696)
|
-
|
(3,696)
|
||||||||||||||||
Balance,
January 1, 2005
|
$ |
114
|
$ |
-
|
$ |
$
(4,700)
|
$ |
60,446
|
$ |
(89,650)
|
$ |
41,362
|
$ |
(357)
|
$ |
7,215
|
||||||||
Comprehensive
income:
|
||||||||||||||||||||||||
Net
earnings
|
-
|
-
|
-
|
-
|
-
|
32,178
|
-
|
32,178
|
||||||||||||||||
Currency
translation adjustments
|
-
|
-
|
-
|
-
|
-
|
-
|
(687)
|
(687)
|
||||||||||||||||
Increase
in minimum pension liability, net of tax of $(169)
|
-
|
-
|
-
|
-
|
-
|
-
|
(255)
|
(255)
|
||||||||||||||||
Unrealized
gain on interest rate swap, net of tax of $522
|
-
|
-
|
-
|
-
|
-
|
-
|
705
|
705
|
||||||||||||||||
Net
comprehensive income
|
-
|
-
|
-
|
-
|
-
|
32,178
|
(237)
|
31,941
|
||||||||||||||||
Exercise
of stock options
|
-
|
-
|
-
|
977
|
-
|
-
|
-
|
977
|
||||||||||||||||
Restricted
stock issuance
|
3
|
-
|
(12,814)
|
12,811
|
-
|
-
|
-
|
-
|
||||||||||||||||
Stock
compensation
|
-
|
-
|
3,310
|
-
|
-
|
-
|
-
|
3,310
|
||||||||||||||||
Tax
benefit on stock compensation
|
-
|
-
|
-
|
5,057
|
-
|
-
|
-
|
5,057
|
||||||||||||||||
Balance,
January 1, 2005
|
$ |
117
|
$ |
-
|
$ |
(14,204)
|
$ |
79,291
|
$ |
(89,650)
|
73,540
|
$ |
(594)
|
$ |
48,500
|
2005
|
2004
|
2003
|
||||||||
Cash
flows from operating activities--
|
||||||||||
Net
earnings
|
$
|
32,178
|
$
|
23,588
|
$
|
18,698
|
||||
Adjustments
to reconcile net earnings to net cash provided by operating
activities--
|
||||||||||
Depreciation
and amortization
|
3,554
|
3,612
|
3,990
|
|||||||
Debt
extinguishment
|
--
|
1,154
|
--
|
|||||||
Deferred
taxes
|
807
|
7,574
|
1,386
|
|||||||
Non-cash
adjustments to acquisition integration reserves
|
--
|
(1,887
|
)
|
--
|
||||||
Unrealized
gain on derivative financial instruments
|
--
|
(265
|
)
|
(62
|
)
|
|||||
Non-cash
equity compensation
|
3,310
|
119
|
--
|
|||||||
Unpaid
interest on seller notes
|
--
|
--
|
567
|
|||||||
Changes
in assets and liabilities, net of acquisitions
|
||||||||||
Accounts
receivable, net
|
(3,608
|
)
|
(2,980
|
)
|
4,792
|
|||||
Inventories,
net
|
(1,323
|
)
|
(7,004
|
)
|
2,136
|
|||||
Prepaid
expenses and other assets
|
7,222
|
(10,193
|
)
|
(1,176
|
)
|
|||||
Accounts
payable
|
536
|
(682
|
)
|
(1,587
|
)
|
|||||
Accrued
expenses and other liabilities
|
(417
|
)
|
5,486
|
1,046
|
||||||
Net
cash provided by operating activities
|
42,259
|
18,522
|
29,790
|
|||||||
Cash
flows from investing activities--
|
||||||||||
Additions
to property and equipment
|
(1,376
|
)
|
(1,199
|
)
|
(1,003
|
)
|
||||
Acquisition
of Blodgett
|
--
|
(2,000
|
)
|
(19,129
|
)
|
|||||
Acquisition
of Nu-Vu
|
(11,450
|
)
|
--
|
--
|
||||||
Acquisition
of Alkar
|
(28,195
|
)
|
--
|
--
|
||||||
Net
cash (used in) investing activities
|
(41,021
|
)
|
(3,199
|
)
|
(20,132
|
)
|
||||
Cash
flows from financing activities--
|
||||||||||
Net
(repayments) proceeds under previous revolving credit
facilities
|
--
|
(1,500
|
)
|
1,500
|
||||||
Net
(repayments) proceeds under previous senior secured bank notes
|
--
|
(53,000
|
)
|
(12,000
|
)
|
|||||
Proceeds
under current revolving credit facilities
|
4,985
|
51,265
|
--
|
|||||||
Proceeds
(repayments) under current senior secured bank notes
|
(10,000
|
)
|
70,000
|
--
|
||||||
Proceeds
(repayments) under foreign bank loan
|
3,200
|
--
|
(2,400
|
)
|
||||||
Repayments
under note agreement
|
(313
|
)
|
--
|
--
|
||||||
Debt
issuance costs
|
--
|
(1,509
|
)
|
--
|
||||||
Repurchase
of treasury stock
|
--
|
(77,187
|
)
|
--
|
||||||
Payment
of special dividend
|
--
|
(3,696
|
)
|
(2,301
|
)
|
|||||
Net
proceeds from stock issuances
|
977
|
349
|
617
|
|||||||
Shareholder
loan
|
--
|
--
|
200
|
|||||||
Net
cash (used in) financing activities
|
(1,151
|
)
|
(15,278
|
)
|
(14,384
|
)
|
||||
Effect
of exchange rates on cash and cash equivalents
|
(51
|
)
|
106
|
--
|
||||||
Cash
acquired in acquisition
|
69
|
--
|
--
|
|||||||
Changes
in cash and cash equivalents--
|
||||||||||
Net
increase (decrease) in cash and cash equivalents
|
105
|
151
|
(4,726
|
)
|
||||||
Cash
and cash equivalents at beginning of year
|
3,803
|
3,652
|
8,378
|
|||||||
Cash
and cash equivalents at end of year
|
$
|
3,908
|
$
|
3,803
|
$
|
3,652
|
(1) |
NATURE
OF OPERATIONS
|
(2) |
PURCHASE
ACCOUNTING
|
Jan.
7, 2005
|
Adjustments
|
Dec.
31, 2005
|
|||||||
Current
assets
|
$ |
2,556
|
$ |
242
|
$ |
2,798
|
|||
Property,
plant and equipment
|
1,178
|
—
|
1,178
|
||||||
Deferred
taxes
|
3,637
|
(336)
|
3,301
|
||||||
Goodwill
|
4,566
|
252
|
4,818
|
||||||
Other
intangibles
|
2,188
|
(875)
|
1,313
|
||||||
Current
liabilities
|
(2,125)
|
167
|
(1,958)
|
||||||
Total
cash paid
|
$ |
12,000
|
$ |
(550)
|
$ |
11,450
|
December
7, 2005
|
||||
Current
assets
|
$
|
17,160
|
||
Property,
plant and equipment
|
3,032
|
|||
Goodwill
|
19,177
|
|||
Other
intangibles
|
7,960
|
|||
Current
liabilities
|
(16,003
|
)
|
||
Long-term
deferred tax liability
|
(3,131
|
)
|
||
Total
cash paid
|
$
|
28,195
|
(3) |
STOCK
REPURCHASE TRANSACTION
|
Compensation
related expense
|
$
|
8,225
|
||
Pension
settlement
|
1,947
|
|||
Financial
advisor fees
|
1,899
|
|||
Other
professional fees
|
576
|
|||
|
||||
Subtotal
|
12,647
|
|||
|
||||
Debt
extinguishment costs
|
1,154
|
|||
Total
|
$
|
13,801
|
(4) |
SUMMARY
OF SIGNIFICANT ACCOUNTING
POLICIES
|
(a) |
Basis
of Presentation
|
(b) |
Cash
and Cash Equivalents
|
(c) |
Accounts
Receivable
|
(d) |
Inventories
|
2005
|
2004
|
||||||
(dollars
in thousands)
|
|||||||
Raw
materials and parts
|
$
|
11,311
|
$
|
7,091
|
|||
Work
in process
|
6,792
|
5,492
|
|||||
Finished
goods
|
22,654
|
19,971
|
|||||
40,757
|
32,554
|
||||||
LIFO
reserve
|
232
|
218
|
|||||
|
$
|
40,989
|
$
|
32,772
|
2005
|
2004
|
||||||
(dollars
in thousands)
|
|||||||
Land
|
$
|
5,047
|
$
|
4,925
|
|||
Building
and improvements
|
20,365
|
18,277
|
|||||
Furniture
and fixtures
|
9,234
|
8,765
|
|||||
Machinery
and equipment
|
24,746
|
22,204
|
|||||
59,392
|
54,171
|
||||||
Less
accumulated depreciation
|
(34,061
|
)
|
(31,191
|
)
|
|||
$
|
25,331
|
$
|
22,980
|
Description
|
Life
|
Building
and improvements
|
20
to 40 years
|
Furniture
and fixtures
|
5
to 7 years
|
Machinery
and equipment
|
3
to 10 years
|
(f) |
Goodwill
and Other Intangibles
|
December
31, 2005
|
January
1, 2005
|
||||||||||||||||||
Amortized
intangible assets:
|
Estimated
Life
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Estimated
Life
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
|||||||||||||
Customer lists |
10
yrs
|
$ |
2,100
|
$ |
(12)
|
—
|
$ |
—
|
$ |
—
|
|||||||||
Backlog |
7
mos
|
600
|
(60)
|
—
|
—
|
—
|
|||||||||||||
Developed
technology
|
7
yrs
|
260
|
(2)
|
—
|
—
|
—
|
|||||||||||||
$ |
2,960
|
$ |
(74)
|
$ |
—
|
$ |
—
|
||||||||||||
Unamortized intangible assets: | |||||||||||||||||||
Trademarks and tradenames | $ |
32,612
|
$ |
26,300
|
|||||||||||||||
|
$ |
32,612
|
$ |
26,300
|
2006
|
$ | 787 | ||
2007 | 247 | |||
2008 | 247 | |||
2009 | 247 | |||
2010 | 247 | |||
Thereafter | 1,111 | |||
$ | 2,886 |
(g) |
Accrued
Expenses
|
2005
|
2004
|
||||||
(dollars
in thousands)
|
|||||||
Accrued
payroll and related expenses
|
$
|
15,577
|
$
|
12,493
|
|||
Accrued
warranty
|
11,286
|
10,563
|
|||||
Accrued
customer rebates
|
10,740
|
9,350
|
|||||
Advanced
customer deposits
|
6,204
|
335
|
|||||
Accrued
pension settlement
|
—
|
3,637
|
|||||
Accrued
product liability and workers comp
|
2,418
|
1,828
|
|||||
Other
accrued expenses
|
16,464
|
13,105
|
|||||
$
|
62,689
|
$
|
51,311
|
(h) |
Litigation
Matters
|
(i) |
Other
Comprehensive Income
|
2005
|
2004
|
||||||
(dollars
in thousands)
|
|||||||
Minimum
pension liability, net of tax
|
$
|
(1,259
|
)
|
$
|
(1,004
|
)
|
|
Unrealized
gain on interest rate swap, net of tax
|
743
|
38
|
|||||
Currency
translation adjustments
|
(78
|
)
|
609
|
||||
$
|
(594
|
)
|
$
|
(357
|
)
|
(j) |
Fair
Value of Financial Instruments
|
(k) |
Foreign
Currency
|
(l) |
Revenue
Recognition
|
(m) |
Warranty
Costs
|
2005
|
2004
|
||||||
(dollars
in thousands)
|
|||||||
Beginning
balance
|
$
|
10,563
|
$
|
11,563
|
|||
Warranty
expense
|
8,916
|
8,417
|
|||||
Warranty
claims
|
(8,193
|
)
|
(9,417
|
)
|
|||
Ending
balance
|
$
|
11,286
|
$
|
10,563
|
(n) |
Research
and Development Costs
|
(o)
|
Stock
Based Compensation
|
2005
|
2004
|
2003
|
||||||||
Net
income - as reported
|
$
|
32,178
|
$
|
23,588
|
$
|
18,698
|
||||
Less:
Stock-based employee compensation expense, net of taxes
|
683
|
442
|
3,574
|
|||||||
|
|
|||||||||
Net
income - pro forma
|
$
|
31,495
|
$
|
23,146
|
$
|
15,124
|
||||
|
||||||||||
Earnings
per share - as reported:
|
|
|||||||||
Basic
|
$
|
4.28
|
$
|
2.56
|
$
|
2.06
|
||||
Diluted
|
$
|
3.98
|
2.38
|
1.99
|
||||||
|
||||||||||
Earnings
per share - pro forma:
|
|
|
||||||||
Basic
|
$
|
4.19
|
$
|
2.52
|
$
|
1.67
|
||||
Diluted
|
$
|
3.89
|
2.33
|
1.61
|
(p) |
Earnings
Per Share
|
(q) |
Consolidated
Statements of Cash Flows
|
(r) |
New
Accounting Pronouncements
|
(5) |
FINANCING
ARRANGEMENTS
|
2005
|
2004
|
||||||
(dollars
in thousands)
|
|||||||
Senior
secured revolving credit line
|
$
|
56,250
|
$
|
51,265
|
|||
Senior
secured bank term loans
|
60,000
|
70,000
|
|||||
Foreign
Loan
|
3,200
|
—
|
|||||
Other
note
|
2,145
|
2,458
|
|||||
Total
debt
|
$
|
121,595
|
$
|
123,723
|
|||
|
|
||||||
Less
current maturities of long-term debt
|
13,780
|
10,480
|
|||||
Long-term
debt
|
$
|
107,815
|
$
|
113,243
|
(dollars
in thousands)
|
||||
2006
|
$
|
13,780
|
||
2007
|
16,280
|
|||
2008
|
16,280
|
|||
2009
|
75,255
|
|||
$
|
121,595
|
(6)
|
COMMON
AND PREFERRED STOCK
|
(a)
|
Shares
Authorized and Issued
|
(b)
|
Treasury
Stock
|
(c)
|
Stock
Options and Grants
|
Stock Option Activity |
Employees
|
Directors
|
Option
Price Per Share
|
|||||||
Outstanding
at
|
||||||||||
December
28, 2002:
|
558,125
|
81,000
|
||||||||
Granted
|
665,100
|
31,500
|
$
|
10.51
to $18.47
|
||||||
Exercised
|
(213,625
|
)
|
(15,000
|
)
|
$
|
4.50
to $10.51
|
||||
Forfeited
|
(14,100
|
)
|
—
|
$
|
5.90
to $10.51
|
|||||
Outstanding
at
|
|
|||||||||
January
3, 2004:
|
995,500
|
97,500
|
||||||||
Granted
|
—
|
—
|
||||||||
Exercised
|
(32,023
|
)
|
(13,000
|
)
|
$
|
4.50
to $18.47
|
||||
Forfeited
|
(15,277
|
)
|
(7,500
|
)
|
$
|
4.50
to $18.47
|
||||
Repurchased
|
(250,000
|
)
|
(21,000
|
)
|
$
|
5.90
to $10.51
|
||||
Outstanding
at
|
|
|||||||||
January
1, 2005:
|
698,200
|
56,000
|
||||||||
Granted
|
100,000
|
—
|
||||||||
Exercised
|
(49,175
|
)
|
(50,000
|
)
|
$
|
5.25
to $18.47
|
||||
|
||||||||||
Forfeited
|
(13,000
|
)
|
—
|
$
|
5.90
to $18.47
|
|||||
Outstanding
at
|
||||||||||
December
31, 2005:
|
736,025
|
6,000
|
||||||||
Weighted
average price
|
$
|
19.25
|
$
|
10.51
|
||||||
Exercisable
at
|
||||||||||
December
31, 2005:
|
515,245
|
6,000
|
||||||||
Weighted
average price
|
$
|
15.23
|
$
|
10.51
|
Weighted
|
Weighted
|
|||||||
Average
|
Average
|
|||||||
Exercise
|
Options
|
Remaining
|
Options
|
Remaining
|
||||
Price
|
Outstanding
|
Life
|
Exercisable
|
Life
|
||||
Employee
plan
|
||||||||
$5.90
|
192,000
|
6.16
|
115,200
|
6.16
|
||||
$10.51
|
73,300
|
7.18
|
29,320
|
7.18
|
||||
$18.47
|
370,725
|
7.82
|
370,725
|
7.82
|
||||
$53.93
|
100,000
|
9.17
|
—
|
9.17
|
||||
|
|
|||||||
736,025
|
|
7.50
|
515,245
|
7.43
|
||||
Director
plan
|
|
|||||||
$10.51
|
6,000
|
|
2.18
|
6,000
|
2.18
|
|||
6,000
|
2.18
|
6,000
|
2.18
|
(7) |
INCOME
TAXES
|
2005
|
2004
|
2003
|
||||||||
(dollars
in thousands)
|
||||||||||
Domestic
|
$
|
45,603
|
$
|
31,712
|
$
|
26,928
|
||||
Foreign
|
5,795
|
2,132
|
1,893
|
|||||||
Total
|
$
|
51,398
|
$
|
33,844
|
$
|
28,821
|
2005
|
2004
|
2003
|
||||||||
(dollars
in thousands)
|
||||||||||
Federal
|
$
|
14,470
|
$
|
7,126
|
$
|
7,661
|
||||
State
and local
|
3,663
|
2,467
|
2,282
|
|||||||
Foreign
|
1,087
|
663
|
180
|
|||||||
Total
|
$
|
19,220
|
$
|
10,256
|
$
|
10,123
|
||||
|
|
|
||||||||
Current
|
$
|
18,413
|
$
|
2,682
|
$
|
11,011
|
||||
Deferred
|
807
|
7,574
|
(888
|
)
|
||||||
Total
|
$
|
19,220
|
$
|
10,256
|
$
|
10,123
|
2005
|
2004
|
2003
|
||||||||
U.S.
federal statutory tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
||||
Permanent
book vs. tax differences
|
(1.3
|
)
|
(0.9
|
)
|
—
|
|||||
State
taxes, net of federal benefit
|
4.9
|
5.9
|
4.9
|
|||||||
U.S.
taxes on foreign earnings and
|
|
|
||||||||
foreign
tax rate differentials
|
1.8
|
(0.2
|
)
|
(1.7
|
)
|
|||||
Reserve
adjustments and other
|
(3.0
|
)
|
(9.5
|
)
|
(3.1
|
)
|
||||
Consolidated
effective tax
|
37.4
|
%
|
30.3
|
%
|
35.1
|
%
|
2005
|
2004
|
||||||
(dollars
in thousands)
|
|||||||
Deferred
tax assets:
|
|||||||
Stock
compensation
|
$
|
5,057
|
$
|
--
|
|||
Warranty
reserves
|
4,329
|
3,959
|
|||||
Inventory
reserves
|
2,244
|
2,110
|
|||||
Accrued
retirement benefits
|
1,526
|
1,110
|
|||||
Receivable
related reserves
|
1,340
|
1,189
|
|||||
Accrued
plant closure
|
1,177
|
1,128
|
|||||
Product
liability reserves
|
665
|
490
|
|||||
Unicap
|
346
|
259
|
|||||
Other
|
659
|
816
|
|||||
Gross
deferred tax assets
|
17,343
|
11,061
|
|||||
Valuation
allowance
|
—
|
—
|
|||||
Deferred
tax assets
|
$
|
17,343
|
$
|
11,061
|
|||
Deferred
tax liabilities:
|
|||||||
Intangible
assets
|
$
|
(10,595
|
)
|
$
|
(10,651
|
)
|
|
Depreciation
|
(3,364
|
)
|
(2,973
|
)
|
|||
Foreign
tax earnings repatriation
|
(776
|
)
|
—
|
||||
Interest
rate swap
|
(496
|
)
|
—
|
||||
LIFO
reserves
|
—
|
(6
|
)
|
||||
Deferred
tax liabilities
|
$
|
(15,231
|
)
|
$
|
(13,630
|
)
|
(8) |
FINANCIAL
INSTRUMENTS
|
(a) |
Foreign
exchange
|
(b) |
Interest
rate swap
|
(9) |
LEASE
COMMITMENTS
|
Idle
|
||||||||||
Operating
|
Facility
|
Total
Lease
|
||||||||
Leases
|
Leases
|
Commitments
|
||||||||
(dollars
in thousands)
|
||||||||||
2006
|
$
|
908
|
$
|
303
|
$
|
1,211
|
||||
2007
|
377
|
331
|
708
|
|||||||
2008.
|
303
|
336
|
639
|
|||||||
2009
|
191
|
356
|
547
|
|||||||
2010
and thereafter
|
281
|
2,441
|
2,722
|
|||||||
|
|
|||||||||
$
|
2,060
|
$
|
3,767
|
$
|
5,827
|
(10) |
ACQUISITION
INTEGRATION COSTS
|
Severance
Obligations
|
Facility
Closure andLease
Obligations
|
Total
|
||||||||
Balance
December 29, 2001
|
$
|
3,947
|
$
|
6,928
|
$
|
10,875
|
||||
Reserve
adjustments
|
(92
|
)
|
3,377
|
3,285
|
||||||
Payments
|
(3,584
|
)
|
(812
|
)
|
(4,396
|
)
|
||||
Balance
December 28, 2002
|
271
|
9,493
|
9,764
|
|||||||
Reserve
adjustments
|
(134
|
)
|
176
|
42
|
||||||
Payments
|
(122
|
)
|
(1,020
|
)
|
(1,142
|
)
|
||||
Balance
January 3, 2004
|
15
|
8,649
|
8,664
|
|||||||
Reserve
adjustments
|
(11
|
)
|
(1,875
|
)
|
(1,886
|
)
|
||||
Payments
|
(4
|
)
|
(3,986
|
)
|
(3,990
|
)
|
||||
Balance
January 1, 2005
|
—
|
2,788
|
2,788
|
|||||||
Payments
|
—
|
(190
|
)
|
(190
|
)
|
|||||
Balance
December 31, 2005
|
$
|
—
|
$
|
2,598
|
$
|
2,598
|
(11) |
SEGMENT
INFORMATION
|
Commercial
Foodservice
|
Industrial
Foodservice
|
International
Distribution
|
Corporate
and
Other(2)
|
Eliminations(3)
|
Total
|
||||||||||||||
2005
|
|||||||||||||||||||
Net
sales
|
$
|
298,994
|
$
|
2,837
|
$
|
53,989
|
$
|
—
|
$
|
(39,152
|
)
|
$
|
316,668
|
||||||
Operating
income
|
69,710
|
134
|
3,460
|
(15,367
|
)
|
35
|
57,972
|
||||||||||||
Depreciation
expense
|
2,992
|
49
|
178
|
16
|
—
|
3,235
|
|||||||||||||
Net
capital expenditures
|
1,006
|
—
|
275
|
95
|
—
|
1,376
|
|||||||||||||
Total
assets
|
192,207
|
43,410
|
25,869
|
8,338
|
(5,906
|
)
|
263,918
|
||||||||||||
Long-lived
assets(4)
|
129,958
|
26,922
|
400
|
5,003
|
--
|
162,283
|
|||||||||||||
2004
|
|||||||||||||||||||
Net
sales
|
$
|
257,510
|
$
|
—
|
$
|
46,146
|
$
|
—
|
$
|
(32,541
|
)
|
$
|
271,115
|
||||||
Operating
income
|
54,990
|
—
|
1,908
|
(19,751
|
)
|
(775
|
)
|
36,372
|
|||||||||||
Depreciation
expense
|
3,267
|
—
|
156
|
(273
|
)
|
—
|
3,150
|
||||||||||||
Net
capital expenditures
|
888
|
—
|
197
|
114
|
—
|
1,199
|
|||||||||||||
Total
assets
|
177,271
|
—
|
24,439
|
14,485
|
(6,520
|
)
|
209,675
|
||||||||||||
Long-lived
assets(4)
|
121,529
|
—
|
412
|
3,722
|
—
|
125,663
|
|||||||||||||
2003
|
|||||||||||||||||||
Net
sales
|
$
|
229,402
|
$
|
—
|
$
|
42,698
|
$
|
—
|
$
|
(29,900
|
)
|
$
|
242,200
|
||||||
Operating
income
|
40,968
|
—
|
2,182
|
(6,491
|
)
|
(1,643
|
)
|
35,016
|
|||||||||||
Depreciation
expense
|
3,698
|
—
|
148
|
(263
|
)
|
—
|
3,583
|
||||||||||||
Net
capital expenditures
|
869
|
—
|
36
|
98
|
—
|
1,003
|
|||||||||||||
Total
assets
|
170,233
|
—
|
20,690
|
6,854
|
(3,157
|
)
|
194,620
|
||||||||||||
Long-lived
assets(4)
|
123,910
|
—
|
509
|
3,234
|
—
|
127,653
|
(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
Commercial Foodservice Equipment Group to the International Distribution
Division.
|
(4)
|
Long-lived
assets of the Commercial Foodservice Equipment Group includes assets
located in the Philippines which amounted to $2,095, $2,184 and $2,379
in
2005, 2004 and 2003,
respectively.
|
2005
|
2004
|
2003
|
||||||||
(dollars
in thousands)
|
||||||||||
United
States and Canada
|
$
|
256,790
|
$
|
219,377
|
$
|
193,610
|
||||
Asia
|
23,399
|
20,846
|
20,319
|
|||||||
Europe
and Middle East
|
26,568
|
22,808
|
21,842
|
|||||||
Latin
America
|
9,911
|
8,084
|
6,429
|
|||||||
Total
international
|
59,878
|
51,738
|
48,590
|
|||||||
$
|
316,668
|
$
|
271,115
|
$
|
242,200
|
(12) |
RELATED
PARTY TRANSACTIONS
|
(13) |
EMPLOYEE
RETIREMENT PLANS
|
(a) |
Pension
Plans
|
(dollars
in thousands)
|
|||||||||||||
2005
|
2005
|
2004
|
2004
|
||||||||||
Union
|
Director
|
Union
|
Director
|
||||||||||
Plan
|
Plans
|
Plan
|
Plans
|
||||||||||
Change
in Benefit Obligation:
|
|||||||||||||
Benefit
obligation - beginning of year
|
$
|
4,161
|
$
|
8,281
|
$
|
4,034
|
$
|
5,809
|
|||||
Service
cost
|
--
|
846
|
--
|
341
|
|||||||||
Interest
on benefit obligations
|
242
|
82
|
243
|
375
|
|||||||||
Return
on assets
|
(190
|
)
|
--
|
(215
|
)
|
--
|
|||||||
Net
amortization and deferral
|
139
|
--
|
132
|
648
|
|||||||||
Pension
settlement
|
--
|
16
|
--
|
1,947
|
|||||||||
Net
pension expense
|
191
|
944
|
160
|
3,311
|
|||||||||
Net
benefit payments
|
(206
|
)
|
(7,778
|
)
|
(190
|
)
|
(7
|
)
|
|||||
Actuarial
(gain) loss
|
549
|
--
|
157
|
(832
|
)
|
||||||||
Benefit
obligation - end of year
|
$
|
4,695
|
$
|
1,447
|
$
|
4,161
|
$
|
8,281
|
|||||
Change
in Plan Assets:
|
|||||||||||||
Plan
assets at fair value - beginning of year
|
$
|
3,483
|
$
|
3,965
|
$
|
3,346
|
$
|
2,420
|
|||||
Company
contributions
|
336
|
3,813
|
216
|
1,580
|
|||||||||
Investment
gain
|
125
|
--
|
111
|
71
|
|||||||||
Benefit
payments and plan expenses
|
(206
|
)
|
(7,778
|
)
|
(190
|
)
|
(106
|
)
|
|||||
Plan
assets at fair value - end of year
|
$
|
3,738
|
$
|
--
|
$
|
3,483
|
$
|
3,965
|
|||||
Funded
Status:
|
|||||||||||||
Unfunded
benefit obligation
|
$
|
(957
|
)
|
$
|
(1,447
|
)
|
$
|
(678
|
)
|
$
|
(4,316
|
)
|
|
Unrecognized
net loss
|
2,098
|
--
|
1,674
|
--
|
|||||||||
Net
amount recognized in the balance heet
at year-end
|
$
|
1,141
|
$
|
(1,447
|
)
|
$
|
996
|
$
|
(4,316
|
)
|
|||
Amount
recognized in balance sheet:
|
|||||||||||||
Current
liabilities
|
$
|
--
|
$
|
--
|
$
|
--
|
$
|
(3,637
|
)
|
||||
Non-current
liabilities
|
(957
|
)
|
(1,447
|
)
|
(678
|
)
|
(679
|
)
|
|||||
Accumulated
other
comprehensive
income
|
2,098
|
--
|
1,674
|
--
|
|||||||||
Net
amount recognized
|
$
|
1,141
|
$
|
(1,447
|
)
|
$
|
996
|
$
|
(4,316
|
)
|
|||
Salary
growth rate
|
n/a
|
7.50
|
%
|
n/a
|
3.50
|
%
|
|||||||
Assumed
discount rate
|
5.75
|
%
|
6.00
|
%
|
6.00
|
%
|
6.25
|
%
|
|||||
Expected
return on assets
|
5.50
|
%
|
n/a
|
6.50
|
%
|
n/a
|
2005
Union
Plan
|
2004
Union
Plan
|
||||||
Equity
|
24
|
%
|
28
|
%
|
|||
Fixed
income
|
50
|
59
|
|||||
Real
estate
|
26
|
13
|
|||||
100
|
%
|
100
|
%
|
Union
Plan
|
Director
Plans
|
||||||
2006
|
$
|
294
|
$
|
—
|
|||
2007
|
299
|
32
|
|||||
2008
|
298
|
32
|
|||||
2009
|
286
|
32
|
|||||
2010
|
291
|
32
|
|||||
2011
thru 2015
|
1,545
|
2,215
|
(b) |
401K
Savings Plans
|
(14) |
QUARTERLY
DATA (UNAUDITED)
|
1st
|
2nd
|
3rd
|
4th
|
Total
Year
|
||||||||||||
|
(dollars
in thousands, except per share data)
|
|||||||||||||||
2005
|
||||||||||||||||
Net
sales
|
$
|
74,889
|
$
|
83,912
|
$
|
80,937
|
$
|
76,930
|
$
|
316,668
|
||||||
Gross
profit
|
27,072
|
32,586
|
32,476
|
29,519
|
121,653
|
|||||||||||
Income
(loss) from operations
|
12,003
|
16,337
|
16,284
|
13,348
|
57,972
|
|||||||||||
Net
earnings (loss)
|
$
|
6,348
|
$
|
8,969
|
$
|
9,628
|
$
|
7,233
|
$
|
32,178
|
||||||
|
|
|
|
|
||||||||||||
Basic
earnings (loss) per share (1)
|
$
|
.85
|
$
|
1.19
|
$
|
1.28
|
$
|
0.96
|
$
|
4.28
|
||||||
|
|
|
||||||||||||||
Diluted
earnings (loss) per share (1)
|
$
|
.79
|
$
|
1.11
|
$
|
1.19
|
$
|
0.88
|
$
|
3.98
|
||||||
|
|
|
||||||||||||||
2004
|
|
|
|
|||||||||||||
Net
sales
|
$
|
62,463
|
$
|
72,913
|
$
|
70,620
|
$
|
65,119
|
$
|
271,115
|
||||||
Gross
profit
|
23,176
|
28,793
|
26,394
|
24,265
|
102,628
|
|||||||||||
Income
(loss) from operations
|
10,104
|
14,653
|
12,582
|
920
|
38,259
|
|||||||||||
Net
earnings (loss)
|
$
|
5,591
|
$
|
8,289
|
$
|
10,368
|
$
|
(660
|
)
|
$
|
23,588
|
|||||
|
|
|
|
|||||||||||||
Basic
earnings (loss) per share (1)
|
$
|
0.61
|
$
|
0.90
|
$
|
1.12
|
$
|
(0.07
|
)
|
$
|
2.56
|
|||||
|
|
|
||||||||||||||
Diluted
earnings (loss) per share (1)
|
$
|
0.56
|
$
|
0.82
|
$
|
1.03
|
$
|
(0.07
|
)
|
$
|
2.38
|
(1) |
Sum
of quarters may not equal the total for the year due to changes in
the
number of shares outstanding during the
year.
|
(15) |
SUBSEQUENT
EVENT
|
Balance
|
Additions
|
Write-Offs
|
Balance
|
||||||||||||||||
Beginning
|
Charged
|
During
the
|
At
End
|
||||||||||||||||
Of
Period
|
Expense
|
the
Period
|
Acquisition
|
Of
Period
|
|||||||||||||||
Allowance
for doubtful accounts; deducted from
accounts
receivable on the
balance
sheets-
|
|||||||||||||||||||
|
|||||||||||||||||||
2005
|
$
|
3,382,000
|
$
|
512,000
|
$
|
(1,125,000
|
)
|
$
|
321,000
|
$
|
3,081,000
|
||||||||
2004
|
$
|
3,146,000
|
$
|
514,000
|
$
|
(278,000
|
)
|
--
|
$
|
3,382,000
|
|||||||||
2003
|
$
|
3,494,000
|
$
|
615,000
|
$
|
(963,000
|
)
|
--
|
$
|
3,146,000
|
(i) |
pertain
to the maintenance of records that in reasonable detail, accurately
and
fairly reflect the transactions and dispositions of our
assets.
|
(ii) |
provide
reasonable assurance that transactions are recorded as necessary
to permit
preparation of financial statements in accordance with generally
accepted
accounting principles, and that receipts and expenditures of the
company
are being made only in accordance with authorizations of our management
and directors; and
|
(iii) |
provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could
have
a material effect on the financial
statements.
|
Item 15. |
Exhibits,
Financial Statement Schedules
|
(a) | 1. |
Financial
statements.
|
3. |
Exhibits.
|
2.1 |
Stock
Purchase Agreement, dated August 30, 2001, between The Middleby
Corporation and Maytag Corporation, incorporated by reference
to the
company's Form 10-Q Exhibit 2.1, for the fiscal period ended
September 29,
2001, filed on November 13,
2001.
|
2.2 |
Amendment
No. 1 to Stock Purchase Agreement, dated December 21, 2001, between
The
Middleby Corporation and Maytag Corporation, incorporated by reference
to
the company's Form 8-K Exhibit 2.2 dated December 21, 2001, filed
on
January 7, 2002.
|
2.3 |
Amendment
No. 2 to Stock Purchase Agreement, dated December 23, 2002 between
The
Middleby Corporation and Maytag Corporation, incorporated by reference
to
the company's Form 8-K Exhibit 2.1 dated December 23, 2002, filed
on
January 7, 2003.
|
2.4 |
Stock
Purchase Agreement, dated December 6, 2005, by and among Middleby
Marshall, Inc., Alkar Holdings, Inc. and the other signatories thereto,
incorporated by reference to the company's Form 8-K Exhibit 10.1,
dated
December 6, 2005, filed on December 12,
2005.
|
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.
|
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.
|
4.1 |
Certificate
of Designations dated October 30, 1987, and specimen stock certificate
relating to the company
Preferred Stock, incorporated by reference from the company’s Form 10-K,
Exhibit (4), for the fiscal year ended December 31, 1988, filed
on March
15, 1989.
|
4.2 |
Subordinated
Promissory Note Agreement, dated December 21, 2001, between The
Middleby
Corporation and Maytag Corporation incorporated by reference to
the
company's Form 8-K, Exhibit 4.1 filed on January 7,
2002.
|
4.3 |
Subordinated
Promissory Note Agreement, dated December 21, 2001, between The
Middleby
Corporation and Maytag Corporation incorporated by reference
to the
company's Form 8-K, Exhibit 4.2 filed on January 7,
2002.
|
4.4 |
Deed
of Charge and Memorandum of Deposit, dated December 21, 2001,
between G.S.
Blodgett Corporation and Bank of America incorporated by reference
to the
company's Form 8-K, Exhibit 4.4 filed on January 7,
2002.
|
4.5 |
Subsidiary
Guaranty, dated December 21, 2001, between The Middleby Corporation,
Middleby Marshall Inc. and Bank of America incorporated by reference
to
the company's Form 8-K, Exhibit 4.5 filed on January 7,
2002.
|
4.6 |
Security
Agreement, dated December 21, 2001, between The Middleby Corporation,
Middleby Marshall Inc. and its subsidiaries and Bank of America
incorporated by reference to the company's Form 8-K, Exhibit
4.6 filed on
January 7, 2002.
|
4.7 |
U.S.
Pledge Agreement, dated December 21, 2001, between The Middleby
Corporation, Middleby Marshall Inc. and its subsidiaries and
Bank of
America incorporated by reference to the company's Form 8-K,
Exhibit 4.7
filed on January 7, 2002.
|
4.8 |
Consent
and Waiver to Subordinated Promissory Note, dated December 23, 2002,
between The Middleby Corporation and Maytag Corporation, incorporated
by
reference to the company's Form 8-K Exhibit 2.1 dated December 23,
2002,
filed on January 7, 2003.
|
4.9 |
Restated
and Substituted Promissory Note, dated October 23, 2003, between
The
Middleby Corporation and Maytag Corporation, incorporated by reference
to
the company’s Form 10-Q, Exhibit 4.2, for the fiscal period ended
September 27, 2003, filed on November 7,
2003.
|
4.10 |
Second
Amended and Restated Credit Agreement, dated May 19, 2004, between
The
Middleby Corporation, Middleby Marshall, Inc., LaSalle Bank National
Association, Wells Fargo Bank, Inc., Bank of America N.A. and Banc
of
America Securities, LLC, incorporated by reference to the company's
Form
8-K Exhibit 4.1, dated May 19, 2004, filed on May 21,
2004.
|
4.11 |
Commercial
Promissory Note between The Middleby Corporation and Pizzagalli
Properties, LLC, dated November 10, 2004, incorporated by reference
to the
company's Form 10-K Exhibit 4.18, for the fiscal year ended January
1,
2005, filed on March 17, 2005.
|
4.12 |
Third
Amended and Restated Credit Agreement, dated December 23, 2004, between
The Middleby Corporation, Middleby Marshall, Inc., LaSalle Bank National
Association, Wells Fargo Bank, Inc. and Bank of America N.A., incorporated
by reference to the company's Form 8-K Exhibit 10.2, dated December
23,
2004, filed on December 28, 2004.
|
4.13 |
First
Amendment to the Third Amended and Restated Agreement, dated December
7,
2005, between The Middleby Corporation, Middleby Marshall, Inc.,
LaSalle
Bank National Association, Wells Fargo Bank, Inc. and Bank of America
N.A., incorporated by reference to the company's Form 8-K Exhibit
10.1,
dated December 7, 2005, filed on December 12,
2005.
|
10.1* |
Amended
and Restated Employment Agreement of William
F. Whitman, Jr., dated January 1, 1995, incorporated by reference
to the
company’s Form 10-Q, Exhibit (10) (iii) (a), for the fiscal quarter ended
April 1, 1995;
|
10.2* |
Amendment
No. 1 to Amended and Restated Employment Agreement of William
F. Whitman,
Jr., incorporated by reference to the company's Form 8-K, Exhibit
10(a),
filed on August 21,
1998.
|
10.3*
|
Amended
and Restated Employment Agreement of David P.
Riley, dated January 1, 1995, incorporated by reference to the
company’s
10-Q, Exhibit (10) (iii) (b) for the fiscal quarter ended April
1,
1995;
|
10.4* |
Amendment
No. 1 to Amended and Restated Employment Agreement of David P.
Riley
incorporated by reference to the company's Form 8-K, Exhibit
10(b), filed
on August 21, 1998.
|
10.5* |
Retirement
Plan for Independent Directors adopted as of January 1, 1995,
incorporated
by reference to the company’s Form 10-Q, Exhibit (10) (iii) (c), for the
fiscal quarter ended April 1, 1995;
|
10.6* |
Description
of Supplemental Retirement Program, incorporated by reference
to Amendment
No. 1 to the company’s Form 10-Q, Exhibit 10 (c), for the fiscal quarter
ended July 3, 1993, filed on August 25,
1993;
|
10.7* |
The
Middleby Corporation Stock Ownership Plan, incorporated by reference
to
the company’s Form 10-K, Exhibit (10) (iii) (m), for the fiscal year ended
January 1, 1994, filed on March 31,
1994;
|
10.8* |
Amendment
to The Middleby Corporation Stock Ownership Plan dated as of
January 1,
1994, incorporated by reference to the company’s Form 10-K, Exhibit (10)
(iii) (n), for the fiscal year ended December 31,1994, filed
on March 31,
1995;
|
10.9 |
Grantor
trust agreement dated as of April 1, 1999 among the company and
Wachovia
Bank, N.A, incorporated by reference to the company's Form 10-K,
Exhibit
10.15, for the fiscal year ended January 1, 2000 filed on March
31,
2000.
|
10.10* |
Amendment
No. 2 to Amended and Restated Employment Agreement of David P.
Riley,
dated December 1, 2000, incorporated by reference to the company's
Form
10-K, Exhibit 10(C), for the fiscal year ended December 30, 2000
filed on
March 30, 2001.
|
10.11* |
Amendment
No. 2 to Amended and Restated Employment Agreement of William
F. Whitman,
dated January 1, 2001, incorporated by reference to the company's
Form
10-K, Exhibit 10(D), for the fiscal year ended December 30, 2000
filed on
March 30, 2001.
|
10.12* |
Amendment
No. 3 to Amended and Restated Employment Agreement of David P.
Riley,
dated June 20, 2001, incorporated by reference to the company's
Form 10-K,
Exhibit 10-16, for the fiscal year ended December 29, 2001 filed
on March
29, 2002.
|
10.13* |
Amendment
No. 3 to Amended and Restated Employment Agreement of William
F. Whitman,
dated April 16, 2002, incorporated by reference to the company's
Form
10-Q, Exhibit 10(A), for the fiscal period ended June 29, 2002
filed on
August 19, 2002.
|
10.14* |
Employment
Agreement of Selim A. Bassoul, dated May 16, 2002, incorporated
by
reference to the company's Form 10-Q, Exhibit 10(C), for the
fiscal period
ended June 29, 2002, filed on August 19,
2002.
|
10.15* |
Amendment
No. 4 to Amended and Restated Employment Agreement of William
F. Whitman,
Jr., dated January 2, 2003, incorporated by reference to the
company's
Form 10-Q, Exhibit 10(A), for the fiscal period ended June 28,
2003, filed
on August 8, 2003.
|
10.16* |
Amendment
No. 1 to Employment Agreement of Selim A. Bassoul, dated July
3, 2003,
incorporated by reference to the company’s form 10-Q, Exhibit 10(B) for
the fiscal period ended June 28, 2003, filed on August 8,
2003.
|
10.17* |
Amendment
No. 5 to Amended and Restated Employment Agreement of William
F. Whitman,
Jr., dated December 15, 2003, incorporated by reference to the
company’s
Form 10-K, Exhibit 10.18, for the fiscal year ended January 3,
2004, filed
on April 2, 2004.
|
10.18* |
Amendment
No. 2 to Employment Agreement of Selim A. Bassoul, dated December
15,
2003, incorporated by reference to the company’s Form 10-K, Exhibit 10.19,
for the fiscal year ended January 3, 2004, filed on April 2,
2004.
|
10.19* |
Severance
agreement of David B. Baker, dated March 1, 2004, incorporated
by
reference to the company’s Form 10-K, Exhibit 10.20, for the fiscal year
ended January 3, 2004, filed on April 2,
2004.
|
10.20* |
Severance
agreement of Timothy J. FitzGerald, dated March 1, 2004, incorporated
by
reference to the company’s Form 10-K, Exhibit 10.21, for the fiscal year
ended January 3, 2004, filed on April 2,
2004.
|
10.21* |
Amended
1998 Stock Incentive Plan, dated December 15, 2003, incorporated
by
reference to the company’s Form 10-K, Exhibit 10.21, for the fiscal year
ended January 3, 2004, filed on April 2,
2004.
|
10.22* |
Amendment
No. 3 to Employment Agreement of Selim A. Bassoul, dated May
7, 2004,
incorporated by reference to the company's Form 10-Q Exhibit
10(A), for
the firscal period ended July 3, 2004, filed on August 17,
2004.
|
10.23* |
Amendment
No. 6 to Employment Agreement of William F. Whitman, dated September
13,
2004, incorporated by reference to the company's Form 8-K Exhibit
10,
dated September 13, 2004, filed on September 17,
2004.
|
10.24* |
Retention
Agreement of Timothy J. FitzGerald, dated July 22, 2004, incorporated
by
reference to the company's Form 10-Q Exhibit 10.2, for the fiscal
period
ended October 2, 2004, filed on November 16,
2004.
|
10.25 |
Lease
Termination Agreement between Cloverleaf Properties, Inc., Blodgett
Holdings, Inc., The Middleby Corporation and Pizzagalli Properties,
LLC,
dated November 10, 2004, incorporated by reference to the company's
Form
10-K Exhibit 10.26, for the fiscal year ended January 1, 2005,
filed on
March 17, 2005.
|
10.26 |
Certificate
of Lease Termination by Pizzagalli Properties, LLC and Cloverleaf
Properties, Inc., dated November 10, 2004, incorporated by reference
to
the company's Form 10-K Exhibit 10.27, for the fiscal year ended
January
1, 2005, filed on March 17,
2005.
|
10.27 |
Stock
Purchase Agreement between The Middleby Corporation, William
F. Whitman
Jr., Barbara K. Whitman, W. Fifield Whitman III, Laura B. Whitman
and
Barbara K. Whitman Irrevocable Trust, dated December 23, 2004,
incorporated by reference to the company's Form 8-K Exhibit 10.1,
dated
December 23, 2004, filed on December 28,
2004.
|
10.28* |
Employment
Agreement of Selim A. Bassoul dated December 23, 2004, incorporated
by
reference to the company's Form 8-K Exhibit 10.1, dated December
23, 2004,
filed on December 28, 2004.
|
10.29* |
Letter
Agreement by and between The Middleby Corporation and William
F. Whitman,
incorporated by reference to the company's Form 8-K Exhibit 10.1,
dated
February 15, 2005, filed on February 18,
2005.
|
10.30* |
Amended
and Restated Management Incentive Compensation Plan, incorporated
by
reference to the company's Form 8-K Exhibit 10.1, dated February
25, 2005,
filed on March 3, 2005.
|
10.31* |
Employment
Agreement by and between The Middleby Corporation and Timothy
J.
FitzGerald, incorporated by reference to the company's Form 8-K
Exhibit
10.1, dated March 7, 2005, filed on March 8,
2005.
|
10.32* |
Restricted
Stock Agreement by and between The Middleby Corporation, incorporated
by
reference to the company's Form 8-K Exhibit 10.2, dated March
7, 2005,
filed on March 8, 2005.
|
10.33* |
Form
of The Middleby Corporation 1998 Stock Incentive Plan Non-Qualified
Stock
Option Agreement, incorporated by reference to the company's
Form 8-K
Exhibit 10.1, dated April 29, 2005, filed on May 5,
2005.
|
10.34* |
Form
of Confidentiality and Non-Competition Agreement incorporated
by reference
to the company's Form 8-K Exhibit 10.2, dated April 29, 2005,
filed on May
5, 2005.
|
10.35* |
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 10.1, dated April
29, 2005,
filed on May 17, 2005.
|
10.36* |
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 10.2, dated April 29, 2005, filed on May 17,
2005.
|
21 |
List
of subsidiaries; 32.2 Certification
of Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
31.1 |
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a)
of the Securities Exchange Act, as
amended.
|
31.2 |
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a)
of the Securities Exchange Act, as
amended.
|
32.1 |
Certification
of Principal Executive Officer pursuant to 18 U.S.C. 1350,
as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
32.2 |
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
*
|
Designates
management contract or compensation
plan.
|
(c) |
See
the financial statement schedule included under Item
8.
|
|
|
|
By: | /s/ Timothy J. FitzGerald | |
Timothy J. FitzGerald
Vice President,
|
||
Chief Financial Officer |
Signatures
|
Title | |
PRINCIPAL
EXECUTIVE OFFICER
|
||
/s/
Selim A. Bassoul___________
Selim
A. Bassoul
|
Chairman of the Board, President, Chief Executive Officer and Director | |
PRINCIPAL
FINANCIAL AND
ACCOUNTING
OFFICER
|
||
/s/
Timothy J. FitzGerald_ _______
Timothy
J. FitzGerald
|
Vice President, Chief Financial Officer | |
DIRECTORS
|
||
/s/
Robert Lamb
Robert
Lamb
|
Director | |
/s/
John R. Miller, III____________
John
R. Miller, III
|
Director | |
/s/
Gordon
O'Brien
Gordon
O'Brien
|
Director | |
/s/
Philip G. Putnam_____________
Philip
G. Putnam
|
Director | |
/s/
Sabin C. Streeter_____________
Sabin
C. Streeter
|
Director | |
/s/
Robert L. Yohe______________
Robert
L. Yohe
|
Director |