Company Reports Results for 2008 Second Quarter
Customer Relationships and Competitive Position Remain Strong
TurboChef Technologies, Inc. (NASDAQ:OVEN) and The Middleby Corporation
(NASDAQ:MIDD) today announced they have entered into an agreement of
merger. In the proposed transaction, holders of common stock of the
Company will receive $3.67 cash per share and .0486 shares of Middleby
common stock. Based on closing prices as of August 11th,
the consideration would equate to $6.47 per share, a premium of 30.3% to
TurboChef’s 20-day trading average price. The
acquisition is subject to the approval of the stockholders of the
Company and regulatory approval. Consummation of the transaction is also
subject to other customary closing conditions. The Company anticipates
closing the transaction in 2008.
Richard Perlman, Chairman, and Jim Price, President, commented, “We
have long admired and respected The Middleby Corporation and its
management team and believe this transaction is in the best long-term
interests of TurboChef shareholders. We believe Middleby’s
manufacturing and operational expertise, global reach and installed
customer base matches up extraordinarily well with TurboChef’s
leading edge speed cook technology, R&D capability and industry leading
customer service. We think this is a great transaction for TurboChef
employees and TurboChef shareholders as they now have the opportunity to
potentially benefit from holding Middleby stock.”
In addition, TurboChef last evening reported financial results for the
three and six months ended June 30, 2008.
Significant Items:
-
Second quarter 2008 revenue was $21.2 million, an 8% decrease from the
year-ago quarter revenue of $23.0 million, reflecting a difficult
external economic environment. A number of customers have pushed out
their orders reflecting concerns about their own business results,
prospects and credit conditions which are slowing the opening of new
stores. The number of current customers and potential new customers
that are evaluating and testing the Company’s
new commercial ovens continues to grow with the Company receiving very
positive feedback from the ongoing evaluations to date. The current
quarter’s revenue included $499,000
attributable to the Company’s Residential
segment, a 53% increase over the first quarter of 2008. In addition,
overall gross margins were 41% for the quarter, 180 basis points
improved over the year-ago quarter. Beyond the impact of current
economic conditions, revenues were somewhat less than anticipated
because a portion of orders that had been expected for the quarter
came in with certain provisions that precluded revenue recognition in
the current quarter but which will be recognized in subsequent
quarters. Despite the current quarter results, total revenues for the
six months ended June 30, 2008 were 11% above the results for the
year-ago period.
-
The Commercial segment posted operating income of $1.8 million or 8.7%
for the second quarter of 2008. For the year-ago quarter, the
Commercial segment operating income was $3.1 million or 13% on
revenues that were 11% greater. Commercial segment operating income in
the current quarter was negatively impacted by a $469,000 increase in
legal costs primarily related to patent litigation.
-
Diversification of the Commercial customer base continues as the
Company’s two largest contract customers
accounted for only approximately 29% of the quarter’s
revenue, while the third most significant contract customer added
approximately 5%. One of the Company’s
important customers has recently announced it will continue its
breakfast sandwich program in the U.S. with a reformulated and
expanded menu. The Company views this as a positive development for
continued and expanded business with this customer. Approximately
$14.0 million, or 66% of the second quarter’s
revenue, was from sales to other than these three contract customers,
an increase of 77% over the year-ago quarter and, notably, an
important indication of continued broad adoption of speed cook
technology.
-
The Company’s role in the successful
rollout of Dunkin’ Brands new Oven-Toasted
menu powered by the TurboChef® Tornado®
oven was recognized when Dunkin’ Brands
recently honored the Company as its 2007 Supplier of the Year, citing “a
technology that has revolutionized the Dunkin’
Donuts product offering...” and, “[t]he
TurboChef group far exceeded our expectations...”
Management believes that the Company’s
focus on service and support enhances the value proposition for its
customers and is a major differentiator for TurboChef in the
marketplace.
-
The Residential segment reported an operating loss of $5.3 million for
the quarter. Excluding the impact of the largely non-cash costs
recognized in the quarter related to the previously announced
realignment of the Residential business ($1.2 million) and the wholly
non-cash costs associated with accounting for the equity consideration
for the multi-year marketing services agreement recently signed with
Martha Stewart Living Omnimedia, Inc. (MSLO) ($1.3 million), the
segment’s operating loss would have been
$2.8 million on a non-GAAP basis, approximately $1.1 million, or 28%,
less than the year-ago quarter. This operating loss comparison for the
segment reflects only a partial benefit of the Company’s
previously announced cost-reduction initiatives to realign its
Residential business in light of current market conditions.
-
The Company’s Commercial segment continues
to provide ovens, service and consumables to its three major contract
customers around the globe and continues to experience impressive
growth in the non-contract portion of the Commercial business
including positive response to its recent release of new products,
floor model and countertop conveyor ovens and the i5 speed cook batch
oven. The Company believes there are a number of positive factors
regarding its Commercial business and remains relatively optimistic
regarding the Commercial business overall.
Financial Review
For the three months ended June 30, 2008, total revenue was $21.2
million compared with $23.0 million in the year-ago quarter. Unit sales
to contract customers decreased in the second quarter which had been
expected as a result of last quarter’s
completion of the domestic portion of the oven roll-out to one major
customer, Dunkin’ Brands. Sales to this
customer will continue to international locations and for new store
expansion. The decrease in unit sales to contract customers was partly
offset by a significant increase in unit sales to non-contract
customers; however, a portion of orders which had been expected from
certain of these customers for the quarter came in with certain
provisions that precluded their recognition in the current quarter. For
the six months ended June 30, 2008, total revenue was $45.7 million
compared with $41.3 million for the year-ago period.
As a percentage of total sales, cost of product sales for the second
quarter was 58.9% as compared with 60.7% for the year-ago quarter.
Selling, general and administrative (SG&A) expenses for the quarter were
$12.8 million, including approximately $1.3 million in non-cash cost
related to the MSLO marketing agreement and $1.2 million in costs
related to the previously announced realignment of the Residential
business. Excluding these costs, aggregate SG&A for the second quarter
were $10.3 million on a non-GAAP basis. SG&A for the year-ago quarter
was $13.2 million or, on a non-GAAP basis, $10.0 million excluding $3.2
million related to the Company’s
investigation of stock option practices ongoing at the time. The Company
implemented cost-reduction initiatives in the second quarter 2008 which
are anticipated to achieve annualized savings of approximately $3.0
million commencing in the second half of the year.
The Company reported a net loss of $6.8 million or $0.22 per share for
the second quarter of 2008 compared with a net loss of $6.5 million or
$0.22 per share in the year-ago quarter. Excluding the effects described
in the preceding paragraph of the costs incurred to realign the
Residential business and the costs associated with the MSLO agreement
(both largely non-cash), on a non-GAAP basis, the second quarter 2008
net loss would have been $4.3 million or $0.14 per share.
Non-GAAP Disclosure
In addition to the GAAP results provided in this release, the Company
provides information for non-GAAP operating loss, SG&A, net loss and
loss per share (non-GAAP EPS) for the second quarter of 2008 and
non-GAAP SG&A for the second quarter of 2007. These non-GAAP financial
measures are not in accordance with, or an alternative for, generally
accepted accounting principles in the United States. The GAAP measures
most directly comparable to non-GAAP operating loss, SG&A, net loss and
loss per share are operating loss, SG&A, net loss and net loss per share.
Non-GAAP operating loss, SG&A, net loss and loss per share for the
second quarter 2008 exclude costs associated with realigning the
Residential business and the cost associated with the MSLO agreement,
both largely non-cash. Management believes that providing these non-GAAP
financial measures better enables investors to understand and evaluate
the Company's current operating performance. More specifically,
management excludes the realignment costs because it believes that these
costs do not reflect expected future operating expenses and do not
contribute to a meaningful evaluation of the Company's future operating
performance or comparisons to the Company's past operating performance.
Management believes that exclusion of the MSLO costs enables investors
to better understand the cash requirements for the Residential business
and make a more meaningful comparison to this business’
past operating performance. SG&A for the second quarter 2007 excludes
costs related to the Company’s investigation
of stock option practices ongoing at the time. Management believes that
exclusion of the stock option investigation costs facilitates a
comparison of SG&A costs in the periods presented.
These non-GAAP financial measures may have limitations as analytical
tools, and should not be considered in isolation or as a substitute for
analysis of the Company's results as reported under GAAP. Other
companies may calculate non-GAAP EPS differently than the Company does,
limiting the usefulness of those measures for comparative purposes.
Commentary
Richard Perlman, Chairman, said, “Since we
reported our first quarter results, we’ve
seen the economy have a dampening effect on our commercial revenues.
While our customer relationships remain very strong, our customers are
also being affected by the economy in this challenging environment.”
Jim Price, President, added, “In light of the
current housing situation and overall economic conditions, the Company
is scaling back its residential marketing and promotional spend and will
scale back the entire residential business in keeping with the realities
of current conditions. We were pleased to have seen an increase in our
residential oven sales particularly in this environment. We are now
shipping the Single Wall Oven, the newest addition to our product line
and continue development on additional products to enhance the
residential offerings. We are confident that the business will be
positioned to capture the upturn when the residential market recovers.”
About TurboChef
TurboChef Technologies, Inc. is a leading provider of equipment,
technology and services focused on the high-speed preparation of food
products for the worldwide commercial primary cooking equipment market
and offers equipment for residential markets through the application of
its high-speed cooking technologies, as well. TurboChef’s
user-friendly speed cook ovens employ proprietary combinations of
heating technologies to cook a variety of food products at speeds faster
than, and to quality standards that it believes are comparable or
superior to, that of conventional heating methods. The address of
TurboChef’s principal executive offices is
Six Concourse Parkway, Suite 1900, Atlanta, GA 30328. Visit TurboChef at www.turbochef.com.
The Company’s previously announced conference
call to discuss its second quarter results rescheduled for Tuesday,
August 12, 2008, at 8:00 a.m. EDT has now been cancelled.
Important Information
In connection with the proposed merger, the parties intend to file
relevant materials with the Securities Exchange Commission ("SEC"),
including a joint proxy statement/prospectus regarding the proposed
transaction. Such documents, however, are not currently available.
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE, BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a
free copy of the joint proxy statement/prospectus, as well as other
filings containing information about TurboChef and Middleby without
charge, at the SEC’s website (http://www.sec.gov)
once such documents are filed with the SEC. Copies of the joint proxy
statement/prospectus can also be obtained, without charge, once they are
filed with the SEC, by directing a request to TurboChef Technologies,
Inc., Attention: Investor Relations, Six Concourse Parkway, Suite 1900,
Atlanta, GA 30328 (678) 987-1700.
TurboChef and its directors, executive officers and other employees may
be deemed to be participants in the solicitation of proxies from the
security holders of TurboChef in connection with the proposed
transaction. Information about TurboChef’s
directors and executive officers is available in TurboChef’s
proxy statement, dated June 11, 2008, for its 2008 annual meeting of
stockholders. Additional information about the interests of potential
participants will be included in the joint proxy statement/prospectus
and the other relevant documents filed with the SEC when they become
available. This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
Certain statements in this release, and other written or oral statements
made by or on behalf of TurboChef, are “forward-looking
statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Statements regarding future
events and developments and our future performance, as well as management’s
expectations, beliefs, plans, guidance, estimates or projections
relating to the future, are forward-looking statements within the
meaning of these laws. These forward-looking statements are subject to a
number of risks and uncertainties. These risks and uncertainties
include, but are not limited to, the following: the uncertainty of
market acceptance and demand for the Company’s
products, the ability to obtain additional financing necessary to expand
operations, the uncertainty of consumer acceptance of new products or
technologies that may be offered by TurboChef, the dependence on a
limited number of customers, relationships with and dependence on
third-party equipment manufacturers and suppliers, impact of competitive
products and pricing, and the results of government inquiries and
possible regulatory action or private litigation regarding the Company’s
stock option grants and practices. The words “looking
forward,” “believe,”
“expect,” “likely,”
“should” and
similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only for the date the statement was made.
TurboChef Technologies, Inc. undertakes no obligation to publicly update
any forward-looking statements, whether as a result of future events,
new information or otherwise.
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TURBOCHEF TECHNOLOGIES, INC.
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UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
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(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
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Three Months Ended June 30,
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Six Months Ended June 30,
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2008
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2007
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2008
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2007
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Revenues:
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Product sales
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$
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20,970
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$
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22,726
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|
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$
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45,152
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|
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$
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40,665
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|
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Royalties
|
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|
217
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|
|
242
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|
|
516
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|
|
634
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|
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Total revenues
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|
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21,187
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|
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22,968
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|
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45,668
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41,299
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Costs and expenses:
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Cost of product sales
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12,488
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13,931
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27,198
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|
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25,464
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Research and development expenses
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1,326
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1,379
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2,799
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|
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2,866
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Selling, general and administrative expenses
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12,750
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13,236
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23,974
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22,578
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Depreciation and amortization
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1,254
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|
960
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|
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2,432
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|
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1,911
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Total costs and expenses
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27,818
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|
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29,506
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|
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56,403
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52,819
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Operating loss
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(6,631
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)
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|
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(6,538
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)
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(10,735
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)
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(11,520
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)
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Other income (expense):
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Interest income
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24
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|
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180
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|
|
97
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|
|
401
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Interest expense and other
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|
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(152
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)
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|
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(160
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)
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|
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(464
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)
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|
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(316
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)
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|
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(128
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)
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20
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|
|
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(367
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)
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|
|
85
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|
|
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|
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|
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Net loss
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$
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(6,759
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)
|
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$
|
(6,518
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)
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$
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(11,102
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)
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$
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(11,435
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)
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Per share data:
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Net loss per share:
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Basic and diluted:
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$
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(0.22
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)
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$
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(0.22
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)
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$
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(0.37
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)
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$
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(0.39
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)
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Weighted average number of common shares outstanding:
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Basic and diluted:
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30,264,211
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29,247,657
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30,197,174
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29,235,610
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TURBOCHEF TECHNOLOGIES, INC.
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UNAUDITED CONSOLIDATED BALANCE SHEETS
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(IN THOUSANDS, EXCEPT SHARE DATA)
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June 30
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December 31
|
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2008
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2007
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Assets:
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Current assets:
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Cash and cash equivalents
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$
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13,139
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$
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10,149
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Accounts receivable, net
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13,221
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38,657
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Other receivables
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2,866
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|
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2,502
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Inventory, net
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17,955
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|
|
11,883
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Prepaid expenses
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|
10,533
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|
|
3,307
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Total current assets
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57,714
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|
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66,498
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Property and equipment, net
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7,480
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|
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6,728
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Developed technology, net
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4,752
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|
|
5,156
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Goodwill
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|
|
5,934
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|
|
5,934
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|
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Covenants not-to-compete, net
|
|
|
4,034
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|
|
|
4,314
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Other assets
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|
|
144
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|
|
|
91
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|
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|
|
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|
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Total assets
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|
$
|
80,058
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|
|
$
|
88,721
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|
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|
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Liabilities and Stockholders’ Equity:
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|
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Current liabilities:
|
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|
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Accounts payable
|
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$
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21,333
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|
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$
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20,178
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|
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Accrued expenses
|
|
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5,793
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|
|
|
9,894
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|
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Future installments due on covenants not-to-compete and additional
consideration for assets acquired
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|
|
3,941
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|
|
|
3,801
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Amounts outstanding under credit facility
|
|
|
8,000
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|
|
|
9,000
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|
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Deferred revenue
|
|
|
9,051
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|
|
|
9,554
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|
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Accrued warranty
|
|
|
15
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|
|
|
558
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|
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Deferred rent
|
|
|
247
|
|
|
|
247
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|
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Other current liabilities
|
|
|
-
|
|
|
|
1,908
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|
|
|
|
|
|
|
|
|
|
|
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Total current liabilities
|
|
|
48,380
|
|
|
|
55,140
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred rent, non-current
|
|
|
852
|
|
|
|
974
|
|
|
Other liabilities
|
|
|
109
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
49,341
|
|
|
|
56,214
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred membership units exchangeable for TurboChef common stock
|
|
|
380
|
|
|
|
380
|
|
|
Common stock, $.01 par value, authorized 100,000,000 shares,
issued 30,402,918 and 29,568,325 shares at June 30, 2008 and
December 31, 2007, respectively
|
|
|
304
|
|
|
|
296
|
|
|
Additional paid-in capital
|
|
|
183,161
|
|
|
|
173,857
|
|
|
Accumulated deficit
|
|
|
(153,128
|
)
|
|
|
(142,026
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
|
30,717
|
|
|
|
32,507
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity
|
|
$
|
80,058
|
|
|
$
|
88,721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TURBOCHEF TECHNOLOGIES, INC.
|
|
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
(IN THOUSANDS)
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
2008
|
|
|
|
2007
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
Net loss
|
$
|
(11,102
|
)
|
|
$
|
(11,435
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
Depreciation and amortization
|
|
2,432
|
|
|
|
1,911
|
|
|
Amortization of deferred rent
|
|
(122
|
)
|
|
|
(121
|
)
|
|
Amortization of deferred loan costs and non-cash interest
|
|
259
|
|
|
|
298
|
|
|
Amortization of common stock and warrant issued in exchange for
marketing and related services
|
|
1,310
|
|
|
|
-
|
|
|
Non-cash compensation expense
|
|
2,077
|
|
|
|
689
|
|
|
Provision for doubtful accounts
|
|
110
|
|
|
|
272
|
|
|
Other
|
|
48
|
|
|
|
-
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
Accounts receivable
|
|
25,278
|
|
|
|
(4,286
|
)
|
|
Inventories
|
|
(6,623
|
)
|
|
|
(375
|
)
|
|
Prepaid expenses and other assets
|
|
(3,659
|
)
|
|
|
1,968
|
|
|
Accounts payable
|
|
1,155
|
|
|
|
3,940
|
|
|
Accrued expenses and warranty
|
|
(4,657
|
)
|
|
|
3,006
|
|
|
Deferred revenue
|
|
(503
|
)
|
|
|
829
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
6,003
|
|
|
|
(3,304
|
)
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
Property and equipment expenditures
|
|
(1,945
|
)
|
|
|
(421
|
)
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
(1,945
|
)
|
|
|
(421
|
)
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Borrowings under credit facility
|
|
8,000
|
|
|
|
-
|
|
|
Repayments of credit facility
|
|
(9,000
|
)
|
|
|
-
|
|
|
Proceeds from the exercise of stock options and warrants
|
|
109
|
|
|
|
313
|
|
|
Payment of deferred loan costs
|
|
(177
|
)
|
|
|
(25
|
)
|
|
|
|
|
|
|
Net cash used in (provided by) financing activities
|
|
(1,068
|
)
|
|
|
288
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
2,990
|
|
|
|
(3,437
|
)
|
|
Cash and cash equivalents at beginning of period
|
|
|