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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Middleby Corp | NASDAQ:MIDD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.21 | 0.87% | 140.08 | 136.35 | 170.00 | 142.65 | 138.67 | 140.86 | 544,964 | 01:00:00 |
x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
o
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
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)
|
Registrant's telephone number, including area code:
|
(847) 741-3300
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
ASSETS
|
Apr 1, 2017
|
|
|
Dec 31, 2016
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
76,576
|
|
|
$
|
68,485
|
|
Accounts receivable, net of reserve for doubtful accounts of $12,638 and $12,600
|
307,439
|
|
|
325,868
|
|
||
Inventories, net
|
396,194
|
|
|
368,243
|
|
||
Prepaid expenses and other
|
49,946
|
|
|
42,704
|
|
||
Prepaid taxes
|
7,268
|
|
|
6,399
|
|
||
Total current assets
|
837,423
|
|
|
811,699
|
|
||
Property, plant and equipment, net of accumulated depreciation of $124,809 and $119,435
|
224,841
|
|
|
221,571
|
|
||
Goodwill
|
1,098,843
|
|
|
1,092,722
|
|
||
Other intangibles, net of amortization of $175,415 and $168,369
|
691,490
|
|
|
696,171
|
|
||
Long-term deferred tax assets
|
46,863
|
|
|
51,699
|
|
||
Other assets
|
43,571
|
|
|
43,274
|
|
||
Total assets
|
$
|
2,943,031
|
|
|
$
|
2,917,136
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current maturities of long-term debt
|
$
|
4,860
|
|
|
$
|
5,883
|
|
Accounts payable
|
145,851
|
|
|
146,921
|
|
||
Accrued expenses
|
299,185
|
|
|
335,605
|
|
||
Total current liabilities
|
449,896
|
|
|
488,409
|
|
||
Long-term debt
|
723,745
|
|
|
726,243
|
|
||
Long-term deferred tax liability
|
88,217
|
|
|
77,760
|
|
||
Accrued pension benefits
|
320,021
|
|
|
322,988
|
|
||
Other non-current liabilities
|
37,419
|
|
|
36,418
|
|
||
Stockholders' equity:
|
|
|
|
|
|
||
Preferred stock, $0.01 par value; nonvoting; 2,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 95,000,000 shares authorized; 62,614,663 and 62,445,315 shares issued in 2017 and 2016, respectively
|
144
|
|
|
144
|
|
||
Paid-in capital
|
358,837
|
|
|
355,287
|
|
||
Treasury stock, at cost; 5,082,646 and 4,905,549 shares in 2017 and 2016, respectively
|
(229,925
|
)
|
|
(205,280
|
)
|
||
Retained earnings
|
1,470,192
|
|
|
1,399,490
|
|
||
Accumulated other comprehensive loss
|
(275,515
|
)
|
|
(284,323
|
)
|
||
Total stockholders' equity
|
1,323,733
|
|
|
1,265,318
|
|
||
Total liabilities and stockholders' equity
|
$
|
2,943,031
|
|
|
$
|
2,917,136
|
|
|
|
Three Months Ended
|
||||||
|
|
Apr 1, 2017
|
|
|
Apr 2, 2016
|
|
||
Net sales
|
|
$
|
530,297
|
|
|
$
|
516,355
|
|
Cost of sales
|
|
320,847
|
|
|
319,582
|
|
||
Gross profit
|
|
209,450
|
|
|
196,773
|
|
||
Selling, general and administrative expenses
|
|
106,646
|
|
|
109,792
|
|
||
Restructuring expenses
|
|
1,725
|
|
|
606
|
|
||
Income from operations
|
|
101,079
|
|
|
86,375
|
|
||
Interest expense and deferred financing amortization, net
|
|
5,805
|
|
|
5,276
|
|
||
Other expense (income), net
|
|
1,867
|
|
|
(800
|
)
|
||
Earnings before income taxes
|
|
93,407
|
|
|
81,899
|
|
||
Provision for income taxes
|
|
22,705
|
|
|
27,361
|
|
||
Net earnings
|
|
$
|
70,702
|
|
|
$
|
54,538
|
|
|
|
|
|
|
||||
Net earnings per share:
|
|
|
|
|
||||
Basic
|
|
$
|
1.24
|
|
|
$
|
0.96
|
|
Diluted
|
|
$
|
1.24
|
|
|
$
|
0.96
|
|
Weighted average number of shares
|
|
|
|
|
||||
Basic
|
|
57,103
|
|
|
57,051
|
|
||
Dilutive common stock equivalents
1
|
|
—
|
|
|
—
|
|
||
Diluted
|
|
57,103
|
|
|
57,051
|
|
||
Comprehensive income
|
|
$
|
79,510
|
|
|
$
|
57,799
|
|
|
Three Months Ended
|
||||||
|
Apr 1, 2017
|
|
|
Apr 2, 2016
|
|
||
Cash flows from operating activities--
|
|
|
|
|
|
||
Net earnings
|
$
|
70,702
|
|
|
$
|
54,538
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities--
|
|
|
|
|
|
||
Depreciation and amortization
|
14,057
|
|
|
14,930
|
|
||
Non-cash share-based compensation
|
3,550
|
|
|
4,959
|
|
||
Deferred income taxes
|
15,285
|
|
|
9,091
|
|
||
Changes in assets and liabilities, net of acquisitions
|
|
|
|
|
|
||
Accounts receivable, net
|
19,417
|
|
|
(19,576
|
)
|
||
Inventories, net
|
(24,088
|
)
|
|
(12,802
|
)
|
||
Prepaid expenses and other assets
|
(7,400
|
)
|
|
1,160
|
|
||
Accounts payable
|
(2,201
|
)
|
|
(1,240
|
)
|
||
Accrued expenses and other liabilities
|
(42,442
|
)
|
|
(36,555
|
)
|
||
Net cash provided by operating activities
|
46,880
|
|
|
14,505
|
|
||
Cash flows from investing activities--
|
|
|
|
|
|
||
Additions to property and equipment
|
(8,276
|
)
|
|
(7,693
|
)
|
||
Acquisitions, net of cash acquired
|
(2,696
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(10,972
|
)
|
|
(7,693
|
)
|
||
Cash flows from financing activities--
|
|
|
|
|
|
||
Net (repayments) under Credit Facility
|
(3,133
|
)
|
|
(28,000
|
)
|
||
Net (repayments) proceeds under international credit facilities
|
(1,155
|
)
|
|
26,313
|
|
||
Net (repayments) under other debt arrangement
|
(8
|
)
|
|
(9
|
)
|
||
Repurchase of treasury stock
|
(24,645
|
)
|
|
(4,418
|
)
|
||
Excess tax (detriment) related to share-based compensation
|
—
|
|
|
(834
|
)
|
||
Net cash used by financing activities
|
(28,941
|
)
|
|
(6,948
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
1,124
|
|
|
289
|
|
||
Changes in cash and cash equivalents--
|
|
|
|
|
|
||
Net increase in cash and cash equivalents
|
8,091
|
|
|
153
|
|
||
Cash and cash equivalents at beginning of year
|
68,485
|
|
|
55,528
|
|
||
Cash and cash equivalents at end of period
|
$
|
76,576
|
|
|
$
|
55,681
|
|
1)
|
Summary of Significant Accounting Policies
|
A)
|
Basis of Presentation
|
B)
|
Non-Cash Share-Based Compensation
|
C)
|
Income Taxes
|
D)
|
Fair Value Measures
|
|
Fair Value
Level 1
|
|
Fair Value
Level 2
|
|
Fair Value
Level 3
|
|
Total
|
||||||||
As of April 1, 2017
|
|
|
|
|
|
|
|
||||||||
Financial Assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
9,585
|
|
|
$
|
—
|
|
|
$
|
9,585
|
|
|
|
|
|
|
|
|
|
||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
16
|
|
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,797
|
|
|
$
|
4,797
|
|
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Financial Assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
8,842
|
|
|
$
|
—
|
|
|
$
|
8,842
|
|
|
|
|
|
|
|
|
|
||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
100
|
|
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,612
|
|
|
$
|
6,612
|
|
2)
|
Acquisitions and Purchase Accounting
|
|
(as initially reported) May 20, 2016
|
|
Preliminary Measurement Period Adjustments
|
|
(as adjusted) May 20, 2016
|
||||||
Current assets
|
$
|
746
|
|
|
(65
|
)
|
|
681
|
|
||
Goodwill
|
1,816
|
|
|
183
|
|
|
1,999
|
|
|||
Current liabilities
|
(934
|
)
|
|
(62
|
)
|
|
(996
|
)
|
|||
Other non-current liabilities
|
(628
|
)
|
|
(56
|
)
|
|
(684
|
)
|
|||
|
|
|
|
|
|
||||||
Consideration paid at closing
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
|
|
|
|
|
|
||||||
Deferred payments
|
1,559
|
|
|
118
|
|
|
1,677
|
|
|||
|
|
|
|
|
|
||||||
Net assets acquired and liabilities assumed
|
$
|
2,559
|
|
|
$
|
118
|
|
|
$
|
2,677
|
|
|
(as initially reported) May 31, 2016
|
|
Preliminary Measurement Period Adjustments
|
|
(as adjusted) May 31, 2016
|
||||||
Cash
|
$
|
22,620
|
|
|
$
|
1,359
|
|
|
$
|
23,979
|
|
Current assets
|
41,602
|
|
|
(72
|
)
|
|
41,530
|
|
|||
Property, plant and equipment
|
19,868
|
|
|
—
|
|
|
19,868
|
|
|||
Goodwill
|
76,220
|
|
|
1,448
|
|
|
77,668
|
|
|||
Other intangibles
|
82,450
|
|
|
—
|
|
|
82,450
|
|
|||
Other assets
|
1,358
|
|
|
—
|
|
|
1,358
|
|
|||
Current liabilities
|
(11,779
|
)
|
|
(2,039
|
)
|
|
(13,818
|
)
|
|||
Other non-current liabilities
|
(616
|
)
|
|
—
|
|
|
(616
|
)
|
|||
|
|
|
|
|
|
||||||
Net assets acquired and liabilities assumed
|
$
|
231,723
|
|
|
$
|
696
|
|
|
$
|
232,419
|
|
|
Three Months Ended
|
|
|
|
April 2, 2016
|
||
Net sales
|
$
|
552,578
|
|
Net earnings
|
57,459
|
|
|
|
|
||
Net earnings per share:
|
|
|
|
Basic
|
1.01
|
|
|
Diluted
|
1.01
|
|
3)
|
Litigation Matters
|
4)
|
Recently Issued Accounting Standards
|
5)
|
Other Comprehensive Income
|
|
Currency Translation Adjustment
|
|
Pension Benefit Costs
|
|
Unrealized Gain/(Loss) Interest Rate Swap
|
|
Total
|
||||||||
Balance as of December 31, 2016
|
$
|
(116,411
|
)
|
|
$
|
(173,394
|
)
|
|
$
|
5,482
|
|
|
$
|
(284,323
|
)
|
Other comprehensive income before reclassification
|
10,835
|
|
|
(2,527
|
)
|
|
1,022
|
|
|
9,330
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
(522
|
)
|
|
(522
|
)
|
||||
Net current-period other comprehensive income
|
$
|
10,835
|
|
|
$
|
(2,527
|
)
|
|
$
|
500
|
|
|
$
|
8,808
|
|
Balance as of April 1, 2017
|
$
|
(105,576
|
)
|
|
$
|
(175,921
|
)
|
|
$
|
5,982
|
|
|
$
|
(275,515
|
)
|
|
Three Months Ended
|
||||||
|
Apr 1, 2017
|
|
Apr 2, 2016
|
||||
Net earnings
|
$
|
70,702
|
|
|
$
|
54,538
|
|
Currency translation adjustment
|
10,835
|
|
|
(396
|
)
|
||
Pension liability adjustment, net of tax
|
(2,527
|
)
|
|
3,778
|
|
||
Unrealized gain on interest rate swaps, net of tax
|
500
|
|
|
(121
|
)
|
||
Comprehensive income
|
$
|
79,510
|
|
|
$
|
57,799
|
|
6)
|
Inventories
|
|
Apr 1, 2017
|
|
Dec 31, 2016
|
||||
|
(in thousands)
|
||||||
Raw materials and parts
|
$
|
161,662
|
|
|
$
|
154,647
|
|
Work-in-process
|
40,524
|
|
|
35,975
|
|
||
Finished goods
|
194,008
|
|
|
177,621
|
|
||
|
$
|
396,194
|
|
|
$
|
368,243
|
|
7)
|
Goodwill
|
|
Commercial
Foodservice
|
|
Food
Processing
|
|
Residential Kitchen
|
|
Total
|
||||||||
Balance as of December 31, 2016
|
$
|
542,090
|
|
|
$
|
134,680
|
|
|
$
|
415,952
|
|
|
$
|
1,092,722
|
|
Measurement period adjustments to goodwill acquired in prior year
|
$
|
696
|
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
737
|
|
Exchange effect
|
1,498
|
|
|
944
|
|
|
2,942
|
|
|
5,384
|
|
||||
Balance as of April 1, 2017
|
$
|
544,284
|
|
|
$
|
135,665
|
|
|
$
|
418,894
|
|
|
$
|
1,098,843
|
|
8)
|
Intangibles
|
|
April 1, 2017
|
|
December 31, 2016
|
||||||||||||||||
|
Estimated
Weighted Avg Remaining Life |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
|
Estimated
Weighted Avg Remaining Life |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Customer lists
|
5.4
|
|
$
|
251,025
|
|
|
$
|
(143,577
|
)
|
|
5.5
|
|
$
|
251,025
|
|
|
$
|
(136,895
|
)
|
Backlog
|
0.0
|
|
13,550
|
|
|
(13,550
|
)
|
|
0.0
|
|
13,550
|
|
|
(13,550
|
)
|
||||
Developed technology
|
4.6
|
|
24,874
|
|
|
(18,288
|
)
|
|
4.8
|
|
24,874
|
|
|
(17,924
|
)
|
||||
|
|
|
$
|
289,449
|
|
|
$
|
(175,415
|
)
|
|
|
|
$
|
289,449
|
|
|
$
|
(168,369
|
)
|
Indefinite-lived assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trademarks and tradenames
|
|
|
$
|
577,456
|
|
|
|
|
|
|
|
$
|
575,091
|
|
|
|
|
2017
|
$
|
27,352
|
|
2018
|
24,558
|
|
|
2019
|
18,427
|
|
|
2020
|
16,732
|
|
|
2021
|
13,714
|
|
|
Thereafter
|
13,251
|
|
|
|
$
|
114,034
|
|
9)
|
Accrued Expenses
|
|
Apr 1, 2017
|
|
Dec 31, 2016
|
||||
|
(in thousands)
|
||||||
Accrued payroll and related expenses
|
$
|
64,941
|
|
|
$
|
74,505
|
|
Advanced customer deposits
|
44,909
|
|
|
41,735
|
|
||
Accrued warranty
|
41,383
|
|
|
40,851
|
|
||
Accrued customer rebates
|
23,472
|
|
|
49,923
|
|
||
Accrued professional fees
|
13,852
|
|
|
16,605
|
|
||
Accrued agent commission
|
11,191
|
|
|
12,834
|
|
||
Accrued product liability and workers compensation
|
11,110
|
|
|
11,417
|
|
||
Accrued sales and other tax
|
10,824
|
|
|
13,565
|
|
||
Product recall
|
6,641
|
|
|
7,003
|
|
||
Restructuring
|
3,269
|
|
|
2,295
|
|
||
Other accrued expenses
|
67,593
|
|
|
64,872
|
|
||
|
|
|
|
||||
|
$
|
299,185
|
|
|
$
|
335,605
|
|
10)
|
Warranty Costs
|
|
Three Months Ended
|
||
|
Apr 1, 2017
|
||
|
(in thousands)
|
||
Balance as of December 31, 2016
|
$
|
40,851
|
|
Warranty expense
|
13,443
|
|
|
Warranty claims
|
(12,911
|
)
|
|
Balance as of April 1, 2017
|
$
|
41,383
|
|
11)
|
Financing Arrangements
|
|
Apr 1, 2017
|
|
Dec 31, 2016
|
||||
|
(in thousands)
|
||||||
Credit Facility
|
$
|
722,987
|
|
|
$
|
725,500
|
|
Other international credit facilities
|
5,413
|
|
|
6,413
|
|
||
Other debt arrangement
|
205
|
|
|
213
|
|
||
Total debt
|
$
|
728,605
|
|
|
$
|
732,126
|
|
Less: Current maturities of long-term debt
|
4,860
|
|
|
5,883
|
|
||
Long-term debt
|
$
|
723,745
|
|
|
$
|
726,243
|
|
|
Apr 1, 2017
|
|
Dec 31, 2016
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Total debt
|
$
|
728,605
|
|
|
$
|
728,605
|
|
|
$
|
732,126
|
|
|
$
|
732,126
|
|
12)
|
Financial Instruments
|
|
Condensed Consolidated
Balance Sheet Presentation
|
|
Apr 1, 2017
|
|
|
Dec 31, 2016
|
|
||
Fair value
|
Other assets
|
|
$
|
9,585
|
|
|
$
|
8,842
|
|
Fair value
|
Accrued expenses
|
|
$
|
(16
|
)
|
|
$
|
(100
|
)
|
|
|
|
Three Months Ended
|
||||||
|
Presentation of Gain/(loss)
|
|
Apr 1, 2017
|
|
Apr 2, 2016
|
|
|||
Gain/(loss) recognized in accumulated other comprehensive income
|
Other comprehensive income
|
|
$
|
312
|
|
|
$
|
(519
|
)
|
Gain/(loss) reclassified from accumulated other comprehensive income (effective portion)
|
Interest expense
|
|
$
|
(522
|
)
|
|
$
|
(317
|
)
|
Gain/(loss) recognized in income (ineffective portion)
|
Other expense
|
|
$
|
(7
|
)
|
|
$
|
11
|
|
13)
|
Segment Information
|
|
Three Months Ended
|
||||||||||||
|
Apr 1, 2017
|
|
Apr 2, 2016
|
||||||||||
|
Sales
|
|
Percent
|
|
Sales
|
|
Percent
|
||||||
Business Segments:
|
|
|
|
|
|
|
|
||||||
Commercial Foodservice
|
$
|
312,249
|
|
|
58.9
|
%
|
|
$
|
278,986
|
|
|
54.0
|
%
|
Food Processing
|
77,276
|
|
|
14.6
|
|
|
78,636
|
|
|
15.2
|
|
||
Residential Kitchen
|
140,772
|
|
|
26.5
|
|
|
158,733
|
|
|
30.8
|
|
||
Total
|
$
|
530,297
|
|
|
100.0
|
%
|
|
$
|
516,355
|
|
|
100.0
|
%
|
|
Commercial
Foodservice
|
|
|
Food Processing
|
|
|
Residential Kitchen
|
|
|
Corporate
and Other
(2)
|
|
|
Total
|
|
|||||
Three Months Ended April 1, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
312,249
|
|
|
$
|
77,276
|
|
|
$
|
140,772
|
|
|
$
|
—
|
|
|
$
|
530,297
|
|
Income (loss) from operations
|
80,541
|
|
|
17,989
|
|
|
18,912
|
|
|
(16,363
|
)
|
|
101,079
|
|
|||||
Depreciation and amortization expense
|
4,982
|
|
|
1,387
|
|
|
7,207
|
|
|
481
|
|
|
14,057
|
|
|||||
Net capital expenditures
|
5,985
|
|
|
638
|
|
|
1,282
|
|
|
371
|
|
|
8,276
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,359,869
|
|
|
$
|
344,307
|
|
|
$
|
1,200,241
|
|
|
$
|
38,614
|
|
|
$
|
2,943,031
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended April 2, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
278,986
|
|
|
$
|
78,636
|
|
|
$
|
158,733
|
|
|
$
|
—
|
|
|
$
|
516,355
|
|
Income (loss) from operations
|
76,569
|
|
|
17,863
|
|
|
9,851
|
|
|
(17,908
|
)
|
|
86,375
|
|
|||||
Depreciation and amortization expense
|
4,371
|
|
|
1,438
|
|
|
8,704
|
|
|
417
|
|
|
14,930
|
|
|||||
Net capital expenditures
|
4,184
|
|
|
1,798
|
|
|
1,711
|
|
|
—
|
|
|
7,693
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,132,939
|
|
|
$
|
325,373
|
|
|
$
|
1,235,772
|
|
|
$
|
83,860
|
|
|
$
|
2,777,944
|
|
|
|
|
|
|
|
|
|
|
|
|
Apr 1, 2017
|
|
Apr 2, 2016
|
||||
United States and Canada
|
$
|
178,363
|
|
|
$
|
153,284
|
|
Asia
|
15,357
|
|
|
18,011
|
|
||
Europe and Middle East
|
120,505
|
|
|
60,795
|
|
||
Latin America
|
1,050
|
|
|
1,114
|
|
||
Total international
|
$
|
136,912
|
|
|
$
|
79,920
|
|
|
$
|
315,275
|
|
|
$
|
233,204
|
|
|
Three Months Ended
|
||||||
|
Apr 1, 2017
|
|
|
Apr 2, 2016
|
|
||
United States and Canada
|
$
|
360,101
|
|
|
$
|
325,941
|
|
Asia
|
42,692
|
|
|
37,794
|
|
||
Europe and Middle East
|
108,704
|
|
|
136,604
|
|
||
Latin America
|
18,800
|
|
|
16,016
|
|
||
Total international
|
$
|
170,196
|
|
|
$
|
190,414
|
|
|
$
|
530,297
|
|
|
$
|
516,355
|
|
14)
|
Employee Retirement Plans
|
(a)
|
Pension Plans
|
|
|
Three Months Ended
|
||||||
|
|
April 1, 2017
|
|
April 2, 2016
|
||||
Net Periodic Pension Benefit:
|
|
|
|
|
|
|
||
Service cost
|
|
$
|
964
|
|
|
$
|
889
|
|
Interest cost
|
|
7,764
|
|
|
10,670
|
|
||
Expected return on assets
|
|
(16,774
|
)
|
|
(17,670
|
)
|
||
Amortization of net loss (gain)
|
|
720
|
|
|
—
|
|
||
Pension settlement
|
|
(48
|
)
|
|
—
|
|
||
|
|
$
|
(7,374
|
)
|
|
$
|
(6,111
|
)
|
(b)
|
Defined Contribution Plans
|
15)
|
Restructuring
|
|
|
Severance/Benefits
|
|
Facilities/Operations
|
|
Other
|
|
Total
|
||||||||
Balance as of December 31, 2016
|
|
$
|
5,145
|
|
|
$
|
2,032
|
|
|
$
|
69
|
|
|
$
|
7,246
|
|
Expenses
|
|
183
|
|
|
1,445
|
|
|
97
|
|
|
1,725
|
|
||||
Exchange
|
|
70
|
|
|
31
|
|
|
2
|
|
|
103
|
|
||||
Payments
|
|
(1,050
|
)
|
|
(393
|
)
|
|
(14
|
)
|
|
(1,457
|
)
|
||||
Balance as of April 1, 2017
|
|
$
|
4,348
|
|
|
$
|
3,115
|
|
|
$
|
154
|
|
|
$
|
7,617
|
|
16)
|
Subsequent Event
|
|
Three Months Ended
|
||||||||||||
|
Apr 1, 2017
|
|
Apr 2, 2016
|
||||||||||
|
Sales
|
|
Percent
|
|
Sales
|
|
Percent
|
||||||
Business Segments:
|
|
|
|
|
|
|
|
||||||
Commercial Foodservice
|
$
|
312,249
|
|
|
58.9
|
%
|
|
$
|
278,986
|
|
|
54.0
|
%
|
Food Processing
|
77,276
|
|
|
14.6
|
|
|
78,636
|
|
|
15.2
|
|
||
Residential Kitchen
|
140,772
|
|
|
26.5
|
|
|
158,733
|
|
|
30.8
|
|
||
Total
|
$
|
530,297
|
|
|
100.0
|
%
|
|
$
|
516,355
|
|
|
100.0
|
%
|
|
Three Months Ended
|
||||
|
Apr 1, 2017
|
|
Apr 2, 2016
|
||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
60.5
|
|
|
61.9
|
|
Gross profit
|
39.5
|
|
|
38.1
|
|
Selling, general and administrative expenses
|
20.1
|
|
|
21.3
|
|
Restructuring expenses
|
0.3
|
|
|
0.1
|
|
Income from operations
|
19.1
|
|
|
16.7
|
|
Interest expense and deferred financing amortization, net
|
1.1
|
|
|
1.0
|
|
Other expense (income), net
|
0.4
|
|
|
(0.2
|
)
|
Earnings before income taxes
|
17.6
|
|
|
15.9
|
|
Provision for income taxes
|
4.3
|
|
|
5.3
|
|
Net earnings
|
13.3
|
%
|
|
10.6
|
%
|
•
|
Net sales of the Commercial Foodservice Equipment Group increased by
$33.2 million
, or
11.9%
, to
$312.2 million
in the
three months period ended April 1, 2017
, as compared to
$279.0 million
in the prior year quarter. Net sales resulting from the acquisition of Follett, which was acquired on May 31, 2016, accounted for an increase of
$44.6 million
during the
three months period ended April 1, 2017
. Excluding the impact of this acquisition, net sales of the Commercial Foodservice Equipment Group decreased
$11.4 million
, or
4.1%
, as compared to the prior year quarter. Excluding the impact of foreign exchange and acquisition, net sales decreased
2.6%
at the Commercial Foodservice Equipment Group. Domestically, the company realized a sales increase of
$32.9 million
, or
17.8%
, to
$217.5 million
, as compared to
$184.6 million
in the prior year quarter. This includes an increase of
$40.1 million
from the recent acquisition. Excluding the acquisition, the net decrease in sales was
$7.2 million
, or
3.9%
. The domestic sales reduction reflects lower sales to restaurant chains in comparison to the prior year. International sales increased
$0.3 million
, or
0.3%
, to
$94.7 million
, as compared to
$94.4 million
in the prior year quarter. This includes an increase of
$4.5 million
from the recent acquisition offset by a reduction of
$4.2 million
due to the unfavorable impact of exchange rates. Excluding acquisition and exchange effect, net sales were consistent quarter over quarter.
|
•
|
Net sales of the Food Processing Equipment Group decreased by
$1.3 million
, or
1.7%
, to
$77.3 million
in the
three months period ended April 1, 2017
, as compared to
$78.6 million
in the prior year quarter. Excluding the impact of foreign exchange, net sales decreased
0.9%
at the Food Processing Equipment Group. Domestically, the company realized a sales increase of
$2.6 million
, or
4.4%
, to
$61.2 million
, as compared to
$58.6 million
in the prior year quarter. International sales decreased
$3.9 million
, or
19.5%
, to
$16.1 million
, as compared to
$20.0 million
in the prior year quarter, offset by
$0.6 million
related to the unfavorable impact of exchange rates. The decline in sales is attributable to timing of certain larger projects that occur between comparative periods on a normalized basis.
|
•
|
Net sales of the Residential Kitchen Equipment Group decreased by
$17.9 million
, or
11.3%
, to
$140.8 million
in
three months period ended April 1, 2017
, as compared to
$158.7 million
in the prior year quarter. Excluding the impact of foreign exchange, net sales of the Residential Kitchen Equipment Group decreased
5.9%
, as compared to the prior year quarter. This decrease is net of price increases, which are estimated to have added 2.0% to net sales in comparison to the prior year. Domestically, the company realized a sales decrease of
$1.3 million
, or
1.6%
, to
$81.4 million
, as compared to
$82.7 million
in the prior year quarter. International sales decreased
$16.6 million
, or
21.8%
to
$59.4 million
, as compared to
$76.0 million
in the prior year quarter. This includes
$8.5 million
of unfavorable impact of exchange rates. The sales decrease reflects the impact of product rationalization at the AGA Group in connection with prior year acquisition integration initiatives. Sales also continue to be affected by the 2015 recall of certain Viking products manufactured prior to 2013 and Middleby's acquisition of Viking.
|
•
|
Gross profit at the Commercial Foodservice Equipment Group increased by
$11.8 million
, or
10.2%
, to
$127.7 million
in
three months period ended April 1, 2017
, as compared to
$115.9 million
in the prior year quarter. Gross profit from the acquisition of Follett accounted for approximately
$17.0 million
of the increase in gross profit during the period. Excluding the recent acquisition, gross profit decreased by approximately
$5.2 million
due to lower sales volume and product mix in comparison to prior year quarter. The impact of foreign exchange rates reduced gross profit by approximately
$1.1 million
. The gross margin rate decreased to
40.9%
as compared to
41.5%
in the prior year quarter due to lower margins at Follett.
|
•
|
Gross profit at the Food Processing Equipment Group decreased by
$1.0 million
, or
3.2%
, to
$30.5 million
in the
three months period ended April 1, 2017
, as compared to
$31.5 million
in the prior year quarter. The impact of foreign exchange rates reduced gross profit by approximately
$0.5 million
. The gross margin rate decreased to
39.5%
as compared to
40.1%
in the prior year quarter, reflecting the impact of less favorable sales mix and higher steel costs.
|
•
|
Gross profit at the Residential Kitchen Equipment Group increased by
$2.6 million
, or
5.3%
, to
$52.0 million
in the
three months period ended April 1, 2017
, as compared to
$49.4 million
in the prior year quarter. The impact of foreign exchange rates reduced gross profit by approximately
$3.2 million
. The gross margin rate increased to
36.9%
as compared to
31.1%
in the prior year quarter, due to the impact of improved margins at the AGA Group and Uline as a result of cost reduction and acquisition integration initiatives.
|
Twelve Month Period Ending
|
|
Variable Rate
Debt
|
||
|
|
|
||
April 1, 2018
|
|
$
|
4,860
|
|
April 1, 2019
|
|
290
|
|
|
April 1, 2020
|
|
115
|
|
|
April 1, 2021
|
|
115
|
|
|
April 1, 2022 and thereafter
|
|
723,225
|
|
|
|
|
$
|
728,605
|
|
|
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 (1)
|
|
|
January 1 to January 28, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,566,762
|
|
January 29 to February 25, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
2,566,762
|
|
|
February 26 to April 1, 2017
|
177,097
|
|
|
139.16
|
|
|
24,644,818
|
|
|
2,389,665
|
|
|
Quarter ended April 1, 2017
|
177,097
|
|
|
$
|
139.16
|
|
|
24,644,818
|
|
|
2,389,665
|
|
|
|
|
THE MIDDLEBY CORPORATION
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
|
May 11, 2017
|
|
By:
|
/s/ Timothy J. FitzGerald
|
|
|
|
|
Timothy J. FitzGerald
|
|
|
|
|
Vice President,
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Chief Financial Officer
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1 Year Middleby Chart |
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