2022
A N N U A L R E P O R T
T H I S I S M I D D L E B Y
2022 FINANCIAL HIGHLIGHTS
(dollars in thousands)
NET SALES
GROSS PROFIT
2022
2021
2020
2019
2018
$4,032,853
$3,250,792
$2,513,257
$2,959,446
$2,722,931
$1,446,554
$1,194,860
$882,048
$1,103,497
$1,004,140
INCOME FROM OPERATIONS
$639,604
$629,992
$324,431
$514,043
$445,966
NET EARNINGS
$436,569
$488,492
$207,294
$352,240
$317,152
EPS ON NET EARNINGS
$7.95
$8.62
$3.76
$6.33
$5.70
WEIGHTED AVERAGE SHARES
54,947,000
56,665,000
55,136,000
55,656,000
55,604,000
CASHFLOW FROM OPERATIONS
$332,552
$423,399
$524,785
$377,425
$368,914
TOTAL ASSETS
TOTAL DEBT
$6,874,866
$6,383,598
$5,202,474
$5,002,143
$4,549,781
$2,722,324
$2,414,294
$1,729,596
$1,873,140
$1,892,105
STOCK PRICE PERFORMANCE
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$4,200
4,000
3,800
3,600
3,400
3,200
3,000
2,800
2,600
2,400
2,200
2,000
1,800
1,600
1,400
1,200
1,000
800
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$500
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50
0
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0
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9
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$9.00
8.00
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5.00
4.00
3.00
2.00
1.00
0
NET SALES
(dollars in millions)
NET EARNINGS
(dollars in millions)
EPS ON NET EARNINGS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2022
or
Commission File No. 1-9973
THE MIDDLEBY CORPORATION
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification Number)
Delaware
36-3352497
1400 Toastmaster Drive, Elgin,
Illinois
(Address of principal executive offices)
60120
(Zip Code)
Registrant's telephone number, including area code:
(847)
741-3300
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common stock, par value $0.01 per share
Trading symbol(s)
MIDD
Name of each exchange on which registered
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ¨ No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definition of “accelerated filer," "large accelerated filer," "smaller reporting company," and
"emerging growth company” in Rule 12b-2 of the Exchange Act.
Yes ý No ¨
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth
company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ý
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ý
The aggregate market value of the voting stock held by nonaffiliates of the Registrant as of July 2, 2022 was approximately $6,751,760,667.
The number of shares outstanding of the Registrant’s class of common stock, as of February 27, 2023, was 53,609,743 shares.
Part III of Form 10-K incorporates by reference the Registrant’s definitive proxy statement to be filed pursuant to Regulation 14A in
connection with the 2023 annual meeting of stockholders.
Documents Incorporated by Reference
THE MIDDLEBY CORPORATION
DECEMBER 31, 2022
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
PART II
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Issues
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
[Reserved]
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosure about Market Risk
Item 8.
Item 9.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
PART IV
Item 15.
Exhibit and Financial Statement Schedule
Item 16.
Form 10-K Summary
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Item 1. Business
General
PART I
The Middleby Corporation, a Delaware corporation (“Middleby” or the “company”), through its operating subsidiary Middleby
Marshall Inc., a Delaware corporation (“Middleby Marshall”) and its subsidiaries, is a leader in the design, manufacture,
marketing, distribution, and service of a broad line of (i) foodservice equipment used in all types of commercial restaurants and
institutional kitchens, (ii) food preparation, cooking, baking, chilling and packaging equipment for food processing operations,
and (iii) premium kitchen equipment including ranges, ovens, refrigerators, ventilation, dishwashers and outdoor cooking
equipment primarily used in the residential market.
Founded in 1888 as a manufacturer of baking ovens, Middleby Marshall Oven Company was acquired in 1983 by TMC
Industries Ltd., a publicly traded company that changed its name in 1985 to The Middleby Corporation. The company has
established itself as a leading provider of (i) commercial restaurant equipment, (ii) food processing equipment and (iii)
residential kitchen equipment as a result of its acquisition of industry leading brands and through the introduction of innovative
products within each of these segments.
The company's annual reports on Form 10-K, including this Form 10-K, as well as the company's quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to such reports are available, free of charge, on the company's website,
www.middleby.com. These reports are available as soon as reasonably practicable after they are electronically filed with or
furnished to the Securities and Exchange Commission (“SEC”).
Business Segments and Products
The company conducts its business through three principal business segments: the Commercial Foodservice Equipment Group,
the Food Processing Equipment Group and the Residential Kitchen Equipment Group. See Note 10 to the Consolidated
Financial Statements for further information on the company's business segments.
Commercial Foodservice Equipment Group
The Commercial Foodservice Equipment Group has a broad portfolio of foodservice equipment, which enable it to serve
virtually any cooking, warming, holding, refrigeration, freezing and beverage application within a commercial kitchen or
foodservice operation. This equipment is used across all types of foodservice operations, including quick-service restaurants,
full-service restaurants, ghost kitchens, convenience stores, supermarkets, retail outlets, hotels and other institutions.
This commercial foodservice equipment is marketed under a portfolio of seventy-two brands, including Anets, APW Wyott,
Bakers Pride, Beech, BKI, Blodgett, Blodgett Combi, Bloomfield, Britannia, Carter-Hoffmann, Celfrost, Concordia, CookTek,
Crown, CTX, Desmon, Deutsche Beverage, Doyon, Eswood, EVO, Firex, Follett, Frifri, Globe, Goldstein, Holman, Houno,
Hydra Rinse, Icetro, IMC, Imperial, Induc, Inline Filling Systems, Jade, JoeTap, Josper, Kloppenberg, L2F, Lang, Lincat,
Marco, MagiKitch’n, Market Forge, Marsal, Meheen, Middleby Marshall, MPC, Newton CFV, Nieco, Nu-Vu, Perfect Fry,
Pitco, Powerhouse Dynamics, QualServ, RAM, Southbend, Ss Brewtech, Star, Starline, Sveba Dahlen, Synesso, Tank, Taylor,
Thor, Toastmaster, TurboChef, U-Line, Ultrafryer, Varimixer, Wells, Wild Goose Filling and Wunder-Bar.
The products offered by this group include conveyor ovens, combi-ovens, convection ovens, baking ovens, proofing ovens,
deck ovens, speed cooking ovens, hydrovection ovens, ranges, fryers, rethermalizers, steam cooking equipment, food warming
equipment, catering equipment, heated cabinets, charbroilers, ventless cooking systems, kitchen ventilation, induction cooking
equipment, countertop cooking equipment, toasters, griddles, charcoal grills, professional mixers, stainless steel fabrication,
custom millwork, professional refrigerators, blast chillers, coldrooms, ice machines, freezers, soft serve ice cream equipment,
coffee and beverage dispensing equipment, home and professional craft brewing equipment, fry dispensers, bottle filling and
canning equipment, and IoT solutions.
1
Food Processing Equipment Group
The Food Processing Equipment Group offers a broad portfolio of processing solutions for customers producing protein
products, such as bacon, salami, hot dogs, dinner sausages, poultry and lunchmeats and bakery products, such as muffins,
cookies, crackers, pies, bread and buns. Through its broad line of products, the company is able to deliver a wide array of food
preparation, thermal processing, slicing/packaging, facility automation and equipment sanitation solutions to service a variety of
food processing requirements demanded by its customers. The company can offer highly integrated full processing line
solutions that provide a food processing operation a uniquely integrated solution providing for the highest level of food quality,
product consistency, and reduced operating costs resulting from increased product yields, increased capacity, greater throughput
and reduced labor costs through automation.
This food processing equipment is marketed under a portfolio of twenty-six brands, including Alkar, Armor Inox, Auto-Bake,
Baker Thermal Solutions, Burford, Colussi Ermes, Cozzini, CV-Tek, Danfotech, Drake, Escher, Glimek, Hinds-Bock, Key-
Log, Maurer-Atmos, MP Equipment, Pacproinc, Proxaut, RapidPak, Scanico, Spooner Vicars, Stewart Systems, Sveba Dahlen,
Thurne, Ve.Ma.C., and Visionpak.
The products offered by this group include a wide array of cooking and baking solutions, including batch ovens, baking ovens,
proofing ovens, conveyor belt ovens, continuous processing ovens, frying systems and automated thermal processing systems.
The company also provides a comprehensive portfolio of complementary food preparation equipment such as tumblers,
massagers, grinders, slicers, reduction and emulsion systems, mixers, blenders, formers, battering equipment, breading
equipment, seeding equipment, water cutting systems, food presses, food suspension equipment, filling and depositing solutions
and forming equipment, as well as a variety of automated loading and unloading systems, automated washing systems, auto-
guided vehicles, food safety, food handling, freezing, defrosting and packaging equipment. This portfolio of equipment can be
integrated to provide customers a highly efficient and customized solution.
Residential Kitchen Equipment Group
The Residential Kitchen Equipment Group manufactures, sells and distributes kitchen equipment for the residential market.
Principal product lines of this group are ranges, cookers, stoves, cooktops, microwaves, ovens, refrigerators, dishwashers,
undercounter refrigeration, wine cellars, ice machines, beer dispensers, ventilation equipment, mixers, rotisseries and outdoor
cooking equipment. These products are sold and marketed under a portfolio of twenty-three brands, including AGA, AGA
Cookshop, Brava, Char-Griller, EVO, Kamado Joe, La Cornue, Leisure Sinks, Lynx, Marvel, Masterbuilt, Mercury, Novy,
Rangemaster, Rayburn, Redfyre, Sedona, Ss Brewtech, Stanley, TurboChef, U-Line, Varimixer and Viking.
Acquisition Strategy
The company has pursued a strategy to acquire and assemble a leading portfolio of brands and technologies for each of its three
business segments. Over the past two years, the company has completed seventeen acquisitions to add to its portfolio of brands
and technologies of the Commercial Foodservice Equipment Group and the Residential Kitchen Equipment Group. These
acquisitions have added fourteen brands to the Middleby portfolio and positioned the company as a leading provider of
equipment in each respective industry. Significant acquisitions included Novy and Kamado Joe and Masterbuilt, acquired for a
purchase price of $250.9 million and $403.6 million, net of cash acquired, respectively. All other acquisitions were acquired for
an aggregate purchase price totaling $598.4 million, net of cash acquired.
Commercial Foodservice Equipment Group
•
•
•
•
September 2021: The company completed its acquisition of all of the capital stock of Imperial Commercial
Cooking Equipment ("Imperial"), a manufacturer of ranges, fryers, ovens, countertop equipment, and other
specialty cooking products for the commercial kitchen, located in Corona, California.
November 2021: The company completed its acquisition of all of the assets of Gate CFV Solutions, Inc. and
Newton CFV, LLC ("Newton CFV"), a business that manufactures and sells valves for beverage dispensing and
other applications utilizing patented CFV technology that provides constant pressure, flow and ratio control,
located in Sebastian, Florida.
April 2022: The company completed its acquisition of all of the assets of Kloppenberg LLC ("Kloppenberg"), a
manufacturer of ice bins, dispensers, carts, and ice transportation systems, located in Englewood, Colorado.
June 2022: The company completed its acquisition of all of the capital stock of Icetro Co., Ltd. ("Icetro"), a
manufacturer of ice, soft serve and slush machines, located in South Korea.
2
•
December 2022: The company completed its acquisition of all the capital stock of Marco Beverage Systems
("Marco"), a leading designer and manufacturer of innovative and energy-efficient beverage dispense solutions,
located in Ireland.
Food Processing Equipment Group
•
•
•
•
June 2022: The company completed its acquisition of all of the capital stock of Proxaut S.r.l. ("Proxaut"), a
leader in auto guided vehicles for the food and industrial processing companies, located in Italy.
July 2022: The company completed its acquisition of all of the capital stock of CP Packaging, LLC ("CP
Packaging"), a leading manufacturer of advanced high-speed vacuum packaging equipment, located in
Appleton, Wisconsin.
July 2022: The company completed its acquisition of all of the capital stock of Colussi Ermes S.r.l. ("Colussi"),
a leading manufacturer of automated washing solutions, located in Italy.
November 2022: The company completed its acquisition of all of the capital stock of Escher Mixers S.r.l
("Escher"), a leading manufacturer of highly engineered spiral and planetary mixers for the industrial baking
industry, located in Italy.
Residential Kitchen Equipment Group
•
•
•
July 2021: The company completed its acquisition of all of the capital stock of Novy Invest NV ("Novy"), a
leader in cooker hoods and hobs, located in Belgium.
December 2021: The company completed its acquisition of all of the capital stock of A&J Structure Services,
LLC ("Char-Griller"), a leader in residential outdoor charcoal and gas cooking products, located in Atlanta,
Georgia.
December 2021: The company completed its acquisition of all of the member interests of Masterbuilt Holdings,
LLC ("Kamado Joe and Masterbuilt") and their residential outdoor brands Kamado Joe and Masterbuilt, a leader
in outdoor residential cooking equipment, located in the Atlanta, Georgia area.
The Customers and Market
Commercial Foodservice Equipment Industry
The company's end-user customers include: (i) fast food, fast casual and quick-service restaurants, including ghost kitchens, (ii)
full-service restaurants, including casual-theme restaurants, (iii) retail outlets, such as convenience stores, supermarkets and
department stores and (iv) public and private institutions, such as hotels, resorts, schools, hospitals, long-term care facilities,
correctional facilities, stadiums, airports, corporate cafeterias, college and universities, military facilities and government
agencies. The company's domestic sales are primarily through independent dealers and distributors and are marketed by the
company's sales personnel and network of independent manufacturers' representatives. Many of the dealers in the U.S. belong
to buying groups that negotiate sales terms with the company. Certain large multi-national restaurant and hotel chain customers
have purchasing organizations that manage product procurement for their systems. Included in these customers are several large
multi-national restaurant chains, which account for a meaningful portion of the company's business, although no single
customer accounts for more than 10% of net sales.
Over the past several decades, the commercial foodservice equipment industry has enjoyed steady growth in the United States
due to the development of new quick-service and casual-theme restaurant chain concepts, the expansion of foodservice into
nontraditional locations such as convenience stores and retail outlets, as well as store equipment modernization driven by
efforts to improve efficiencies within foodservice operations. In the international markets, foodservice equipment manufacturers
have been experiencing growth due to expanding international economies and increased opportunity for expansion by U.S.
chains into developing regions.
3
The company believes that the worldwide commercial foodservice equipment market has sales in excess of $35.0 billion. The
company believes that continuing growth in demand for foodservice equipment will result from the development of new
restaurant concepts in the U.S. and the expansion of U.S. and foreign chains into international markets, the replacement and
upgrade of existing equipment and new equipment requirements resulting from menu changes, menu diversity and consumer
food trends.
The company is developing innovations to solve the challenges within our customers' operations. We believe automated
equipment that addresses labor issues will provide our customers a meaningful return on their investment. Innovative
equipment solutions, including integrated IoT platforms and universal controllers, will allow restaurateurs to scale their
operations quickly and leverage data to make operational decisions.
Food Processing Equipment Industry
The company's customers include a diversified base of leading food processors. Customers include several large international
food processing companies, which account for a significant portion of the revenues of this business segment, although none of
which is greater than 10% of net sales. A large portion of the company's revenues have been generated from producers of
protein products such as bacon, salami, hot dogs, dinner sausages, poultry, lunchmeats and plant based/alternative protein and
producers of bakery products, such as muffins, cookies, crackers, pies, bread and buns; however, the company believes that it
can leverage its expertise and product development capabilities in thermal processing to organically grow into new end markets
and offers unique full processing line solutions.
Food processing has quickly become a highly competitive landscape dominated by a few large conglomerates that possess a
variety of food brands. The consolidation of food processing plants associated with industry consolidation drives a need for
more flexible and efficient equipment that is capable of processing large volumes in quicker cycle times. In recent years, food
processors have had to conform to the demands of “big box” retailers and the restaurant industry, including, most importantly,
greater product consistency and exact package weights. Food processors are beginning to realize that their old equipment is no
longer capable of efficiently producing adequate uniformity in the large product volumes required, and they are turning to
equipment manufacturers that offer better process control for proven product consistency, innovative packaging designs and
other solutions. To protect their own brands and reputations, retailers and large restaurant chains are also dictating food safety
standards that are often stricter than government regulations.
A number of factors, including raw material prices, cost of ownership of their equipment, labor and health care costs, are
driving food processors to focus on ways to improve their generally thin profitability margins. In order to increase the
profitability and efficiency in processing plants, food processors pay increasingly more attention to the performance of their
machinery and the flexibility in the functionality of the equipment. Food processors are continuously looking for ways to make
their plants safer and reduce labor-intensive activities. Food processors have begun to recognize the value of new technology as
an important vehicle to drive productivity and profitability in their plants. Due to customer requirements, food processors are
expected to continue to demand new and innovative equipment that addresses food safety, food quality, automation, flexibility
and sustainability.
Improving living standards in developing countries is spurring increased worldwide demand for pre-cooked and convenience
food products. As industrializing countries create more jobs, consumers in these countries will have the means to buy pre-
cooked food products. In industrialized regions, such as Western Europe and the U.S., consumers are demanding more pre-
cooked and convenience food products, such as deli tray variety packs, frozen food products and ready-to-eat varieties of ethnic
foods.
The global food processing equipment industry is highly fragmented, large and growing. The company estimates demand for
food processing equipment is in excess of $55.0 billion worldwide.
4
Residential Kitchen Equipment Industry
The company’s end-users include customers with high-end residential kitchens as well as retail dealers of residential cooking
equipment. The market potential for such equipment has continued to broaden due to an increase in interest from the consumer
to have professionally styled appliances with commercial inspired, higher performing features in their home as well as their
outdoor entertaining space. The kitchen, both indoors and out, has been the main area in which consumers have invested the
most money over the past several decades to increase the personal satisfaction and the value of their home. Other important
factors which affect the market size and growth include the level of new home starts, increase in home renovations and general
macro-economic factors. Macro-economic factors such as GDP growth, employment rates, inflation, interest rates and
consumer confidence, which impact the overall economy, impact the residential kitchen equipment industry and cause
variability in the revenues at this segment. The residential kitchen appliance industry is estimated to be in excess of $260.0
billion worldwide.
Backlog
Commercial Foodservice Equipment Group
The backlog of orders for the Commercial Foodservice Equipment Group was $754.8 million at December 31, 2022, most all of
which is expected to be filled during 2023. The Commercial Foodservice Equipment Group's backlog was $881.9 million at
January 1, 2022. The acquired Kloppenberg, Icetro and Marco businesses accounted for $8.8 million of the backlog. The
backlog is not necessarily indicative of the level of business expected for the year and the growth in backlog represents impacts
from COVID-19 pandemic related market conditions and supply chain challenges.
Food Processing Equipment Group
The backlog of orders for the Food Processing Equipment Group was $313.2 million at December 31, 2022, which is expected
to be filled by the end of fiscal 2024. The Food Processing Equipment Group's backlog was $187.5 million at January 1, 2022.
The acquired Proxaut, CP Packaging, Colussi, and Escher businesses accounted for $42.2 million of the backlog.
Residential Kitchen Equipment Group
The backlog of orders for the Residential Kitchen Equipment Group was $175.0 million at December 31, 2022, all of which is
expected to be filled during 2023. The Residential Kitchen Equipment Group's backlog was $443.4 million at January 1, 2022.
Marketing and Distribution
Commercial Foodservice Equipment Group
Middleby's products and services are marketed in the U.S. and in over 100 countries through a combination of the company's
sales and marketing personnel, together with an extensive network of independent dealers, distributors, consultants, sales
representatives and agents.
In the United States, the company distributes its products to independent end-users primarily through a network of non-
exclusive dealers nationwide, who are supported by manufacturers' marketing representatives. Sales are made direct to certain
large restaurant chains that have established their own procurement and distribution organization for their franchise system. The
company's relationships with major restaurant chains are primarily handled through an integrated effort of top-level executive
and sales management at the corporate and business division levels to best serve each customer's needs. International sales are
primarily made through a network of company owned and local independent distributors and dealers.
Food Processing Equipment Group
The company maintains a direct sales force to market the brands and maintain direct relationships with each of its customers. In
North America, the company employs regional sales managers, each with responsibility for a group of customers and a
particular region. This sales force is complimented with involvement of executive management to maintain relationships with
customer executives and facilitate coordination amongst the brands for the key global accounts. Internationally, the company
maintains sales and distribution offices along with global sales managers supported by a network of independent sales
representatives.
5
The company’s sale process is highly consultative due to the highly technical nature of the equipment, especially in the case of
the full processing line solutions. During a typical sales process, salespeople make several visits to the customer’s facility to
conceptually discuss the production requirements, footprint and configuration of the proposed equipment. The company
employs a technically proficient sales force, many of whom have previous technical experience with the company as well as
education backgrounds in food science. The sales strategy of the company is fostered with Protein and Bakery Innovation
Centers in Chicago, Dallas and India, which are available for development with technical performance and product testing for
customers.
Residential Kitchen Equipment Group
The company’s products are marketed through a network of distributors, dealers, designers, select online retailers and home
builders to the residential customers. The company markets and sells its products to these channels through a company-
employed sales force. The company’s products are distributed through a combination of an independent network of distributors
and its wholly owned distribution operations. The company's wholly owned distribution operations include two primary
customer support centers and regional logistic warehouse operations, which stock products and service parts for the respective
region. To supplement the sales and distribution network, the company has invested in Middleby branded residential
showrooms in Chicago, New York City, Orange County, California and Dallas.
Marketing support is provided to and coordinated with its network of dealers, designers, and home builders' sales partners to
allow for coordinated efforts to market jointly to the end-user customers. The company in certain cases offers incentive based
financial programs to invest in local marketing activities with these sales partners.
Services and Product Warranty
The company is an industry leader in equipment installation programs and after-sales support and service. The company
provides a warranty on its products typically for a one-year period and in certain instances greater periods. The emphasis on
global service increases the likelihood of repeat business and enhances Middleby's image as a partner and provider of quality
products and services.
Commercial Foodservice Equipment Group
The company's domestic service network consists of over 100 authorized service parts distributors and 3,000 independent
certified technicians who have been formally trained and certified by the company through its factory training school and on-
site installation training programs. Technicians work through service parts distributors, which are required to provide around-
the-clock service. The company provides real-time technical support to the technicians in the field through factory-based
technical service engineers. The company maintains sufficient service parts inventory to ensure short lead times for service
calls.
Food Processing Equipment Group
The company maintains a technical service group of employees that oversees and performs installation and startup of equipment
and completes warranty and repair work. This technical service group provides services for customers both domestically and
internationally. Service technicians are trained regularly on new equipment to ensure the customer receives a high level of
customer service. From time to time the company utilizes trained third-party technicians supervised by company employees to
supplement company employees on large projects.
Residential Kitchen Equipment Group
The company maintains a network of independent authorized service agents throughout North America. Authorized service
agents are supported and trained by regional factory-support centers of the company. Trained technical support personnel are
available to support independent service agents with technical information and assist in repair issues. The factory-support
centers also dispatch service technicians to the customer and provide follow-up and monitoring to ensure field issues are
resolved. The company's independent service agents maintain a stock of factory-supplied parts to allow for a high first-call
completion rate for service and warranty repairs. The company maintains a substantial amount of service parts at each of its
manufacturing operations and distribution operations to provide for quick ship of parts to service agents and end-user customers
when necessary.
6
Internationally, the company has a network of company owned and independent distributors that provide sales and technical
service support in their respective markets. These distributors are required to have a team of factory-trained service technicians
and maintain a required stock of service parts to support the equipment in the market. The factory supports the international
distributors with technical trainers which travel to the various markets to provide on-hands training and monitoring of the
distributor service operations.
Competition
The commercial foodservice, food processing and residential kitchen equipment industries are highly competitive and
fragmented. Within a given product line the company may compete with a variety of companies, including companies that
manufacture a broad line of products and those that specialize in a particular product category. Competition is based upon many
factors, including brand recognition, product features, reliability, quality, price, delivery lead times, serviceability and after-sale
service. The company believes that its ability to compete depends on strong brand equity, exceptional product performance,
short lead-times and timely delivery, competitive pricing and superior customer service support. In the international markets,
the company competes with U.S. manufacturers and numerous global and local competitors.
The company believes that it is one of the largest multiple-line manufacturers of commercial kitchen, food processing and
residential kitchen equipment in the U.S. and worldwide although some of its competitors are units of operations that are larger
than the company and possess greater financial and personnel resources. Among the company's major competitors to the
Commercial Foodservice Equipment Group are the Ali Group S.r.l.; Duke Manufacturing; AB Electrolux; Haier Group;
Hoshizaki America, Inc.; Hobart Corporation and Vulcan-Hart, subsidiaries of Illinois Tool Works Inc.; Marmon Foodservice
Technologies, a Berkshire Hathaway Company; Midea Group; Panasonic Corporation; Rational AG; SMEG S.p.A.; and
Welbilt, Inc. Major competitors to the Food Processing Equipment Group include AMF Bakery Systems, The GEA Group,
JBT Technologies, Marel, and Provisur. The residential kitchen appliance sector is highly competitive and includes a number of
large global competitors including, AB Electrolux, GE Appliances, LG Corporation, Panasonic Corporation, Samsung Group,
Weber Inc., and Whirlpool Corporation. However, within the premium segment of this kitchen equipment market, there are
fewer full line competitors and the company’s competition includes Bertazzoni; Bosch, Gaggenau, and Thermador, subsidiaries
of Bosch Siemens; Dacor, subsidiary of Samsung Electronics America; Haier Group; Midea Group; Miele; SMEG S.p.A.; and
Sub-Zero and Wolf, subsidiaries of Sub-Zero Group, Inc.
Manufacturing and Quality Control
The company’s manufacturing operations provide for an expertise in the design and production of specific products for each of
the three business segments. The company has from time to time either consolidated manufacturing facilities producing similar
product or transferred production of certain products to another existing operation with a higher level of expertise or efficiency.
The Commercial Foodservice Equipment Group manufactures its products in twenty-three domestic and twenty international
production facilities. The Food Processing Equipment Group manufactures its products in twelve domestic and nine
international production facilities. The Residential Kitchen Equipment Group manufactures its products in six domestic and five
international production facilities. See Item 2. Properties for a list of the principal domestic and international manufacturing
facilities by segment.
Metal fabrication, finishing, sub-assembly and assembly operations are typically conducted at each manufacturing facility.
Equipment installed at individual manufacturing facilities includes numerically controlled turret presses and machine centers,
shears, press brakes, welding equipment, polishing equipment, CAD/CAM systems and product testing and quality assurance
measurement devices. The company's CAD/CAM systems enable virtual electronic prototypes to be created, reviewed and
refined before the first physical prototype is built.
Detailed manufacturing drawings are quickly and accurately derived from the model and passed electronically to manufacturing
for programming and optimal parts nesting on various numerically controlled punching cells. The company believes that this
integrated product development and manufacturing process is critical to assuring product performance, customer service and
competitive pricing.
The company has established comprehensive programs to ensure the quality of products, to analyze potential product failures
and to certify vendors for continuous improvement. Products manufactured by the company are tested prior to shipment to
ensure compliance with company standards.
7
Sources of Supply
The company purchases its raw materials and component parts from a number of suppliers. The majority of the company’s
material purchases are standard commodity-type materials, such as stainless steel, electrical components and hardware. These
materials and parts generally are available in adequate quantities from numerous suppliers. Some component parts are obtained
from sole sources of supply. In such instances, management believes it can substitute other suppliers as required. The majority
of fabrication is done internally through the use of automated equipment. Certain equipment and accessories are manufactured
by other suppliers for sale by the company. The company believes it enjoys good relationships with its suppliers. The present
sources of supply have been impacted by COVID-19 pandemic market conditions, however, are adequate for the company's
present and anticipated future requirements.
Research and Development
The company believes its future success will depend in part on its ability to develop new products and to improve existing
products. Much of the company's research and development efforts at the Commercial Foodservice Equipment Group, the Food
Processing Equipment Group and the Residential Kitchen Equipment Group are directed to the development and improvement
of products designed to reduce cooking and processing time, increase capacity or throughput, reduce energy consumption,
minimize labor costs, improve product yield and improve customer, employee and environmental safety, while maintaining
consistency and quality of cooking production and food preparation. The company's efforts have also been focused on IoT
solutions which allow customers to connect, analyze and control equipment, while delivering operational efficiencies. The
company has identified these issues as key concerns for most of its customers. The company often identifies product
improvement opportunities by working closely with customers on specific applications. Most research and development
activities are performed by the company's technical service and engineering staff located at each manufacturing location. On
occasion, the company will contract outside engineering firms to assist with the development of certain technical concepts and
applications. See Note 3(n) to the Consolidated Financial Statements for further information on the company's research and
development activities.
Seasonality
The company’s revenues at the Commercial Foodservice Equipment Group historically have been slightly stronger in the
second and third quarters due to increased purchases from customers involved with the catering business and institutional
customers, particularly schools, during the summer months. Revenues at the Residential Kitchen Equipment Group are
historically stronger in the second and third quarters, due to increased purchases of outdoor cooking equipment and greater new
home construction and remodels during the summer months, and the fourth quarter, due to increased holiday purchases in the
European markets. As a result of the COVID-19 pandemic, typical patterns of seasonality as previously mentioned were
disrupted.
Trademarks, Patents and Licenses
The company has developed, acquired and assembled a leading portfolio of trademarks and trade names. The company believes
that these trademarks and trade names help the company compete in the marketplace due to their recognition with customers,
restaurant operators, distribution partners, sales and service agents, and foodservice consultants that specify foodservice
equipment.
The company's leading portfolio of trade names of its Commercial Foodservice Equipment Group include Anets, APW Wyott,
Bakers Pride, Beech, BKI, Blodgett, Blodgett Combi, Bloomfield, Britannia, Carter-Hoffmann, Celfrost, Concordia, CookTek,
Crown, CTX, Desmon, Deutsche Beverage, Doyon, Eswood, EVO, Firex, Follett, Frifri, Globe, Goldstein, Holman, Houno,
Hydra Rinse, Icetro, IMC, Imperial, Induc, Inline Filling Systems, Jade, JoeTap, Josper, Kloppenberg, L2F, Lang, Lincat,
Marco, MagiKitch’n, Market Forge, Marsal, Meheen, Middleby Marshall, MPC, Newton CFV, Nieco, Nu-Vu, Perfect Fry,
Pitco, Powerhouse Dynamics, QualServ, RAM, Southbend, Ss Brewtech, Star, Starline, Sveba Dahlen, Synesso, Tank, Taylor,
Thor, Toastmaster, TurboChef, U-Line, Ultrafryer, Varimixer, Wells, Wild Goose Filling and Wunder-Bar.
The company’s leading portfolio of trade names of its Food Processing Equipment Group include Alkar, Armor Inox, Auto-
Bake, Baker Thermal Solutions, Burford, Colussi Ermes, Cozzini, CV-Tek, Danfotech, Drake, Escher, Glimek, Hinds-Bock,
Key-Log, Maurer-Atmos, MP Equipment, Pacproinc, Proxaut, RapidPak, Scanico, Spooner Vicars, Stewart Systems, Sveba
Dahlen, Thurne, Ve.Ma.C., and Visionpak.
8
The company’s leading portfolio of trade names of its Residential Kitchen Equipment Group include AGA, AGA Cookshop,
Brava, Char-Griller, EVO, Kamado Joe, La Cornue, Leisure Sinks, Lynx, Marvel, Masterbuilt, Mercury, Novy, Rangemaster,
Rayburn, Redfyre, Sedona, Ss Brewtech, Stanley, TurboChef, U-Line, Varimixer and Viking.
The company holds a broad portfolio of patents and licenses covering technology and applications related to various products,
equipment and systems. Management believes the expiration of any one of these patents would not have a material adverse
effect on the overall operations or profitability of the company.
Human Capital
As of December 31, 2022, 11,268 persons were employed by the company and its subsidiaries among the various groups as
described below. 6,272 employees are located in the United States and the remaining employees are located outside of the
United States. Unionized employees accounted for approximately 5% of the company’s workforce as of December 31, 2022.
Management believes that the relationships between employees and management are good.
The company believes its success is a direct result of the people employed around the world. The company strives to create a
culture that encourages and celebrates collaboration, creativity and confidence while maintaining an environment based on
ethical values. The goal is to create a workplace that enables employees to develop their individual paths toward their career
goals and encourages a long-term working relationship with the company.
Commercial Foodservice Equipment Group
As of December 31, 2022, 6,556 persons were employed within the Commercial Foodservice Equipment Group. Of
this amount, 2,700 were management, administrative, sales, engineering and supervisory personnel; 3,411 were hourly
production non-union workers; and 445 were hourly production union members. Included in these totals were 2,718
individuals employed outside of the United States, of which 1,374 were management, sales, administrative and
engineering personnel, 1,199 were hourly production non-union workers and 145 were hourly production union
workers, who participate in an employee cooperative. At its Windsor, California facility, the company has a union
contract with the Sheet Metal Workers International Association that expires on December 31, 2023. At its Elgin,
Illinois facility, the company has a union contract with the International Brotherhood of Teamsters that expires on July
31, 2025. At its Easton, Pennsylvania facility, the company has a union contract with the United Steel, Paper and
Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union that expires on
May 4, 2023. The company also has a union workforce at its manufacturing facility in the Philippines, under a contract
that expires on June 30, 2026. Management believes that the relationships between employees, unions and
management are good.
Food Processing Equipment Group
As of December 31, 2022, 2,068 persons were employed within the Food Processing Equipment Group. Of this
amount, 1,080 were management, administrative, sales, engineering and supervisory personnel; 844 were hourly
production non-union workers; and 144 were hourly production union members. Included in these totals were 1,070
individuals employed outside of the United States, of which 617 were management, sales, administrative and
engineering personnel and 453 were hourly production non-union workers. At its Lodi, Wisconsin facility, the
company has a contract with the International Association of Bridge, Structural, Ornamental and Reinforcing
Ironworkers that expires on December 31, 2024. At its Algona, Iowa facility, the company has a union contract with
the United Food and Commercial Workers that expires on December 31, 2026. Management believes that the
relationships between employees, unions and management are good.
Residential Kitchen Equipment Group
As of December 31, 2022, 2,581 persons were employed within the Residential Kitchen Equipment Group. Of this
amount, 1,158 were management, administrative, sales, engineering and supervisory personnel and 1,423 were hourly
production workers. Included in these totals were 1,208 individuals employed outside of the United States, of which
567 were management, sales, administrative and engineering personnel and 641 were hourly non-union production
workers. Management believes that the relationships between employees and management are good.
Corporate
As of December 31, 2022, 63 persons were employed at the corporate office.
9
Employee Advancement
The company believes offering opportunities for career development within the company is integral to building and retaining an
outstanding workforce. The company is dedicated to the professional development of all employees. Through a commitment to
a diverse and engaging culture, the company is able to build a platform that promotes equal opportunities for advancement for
everyone.
Employee Safety
The company is dedicated to providing a safe and healthy workplace by operating in accordance with established health and
safety protocols. The company encourages a culture of safety due to the fact it reduces the risk of injury to employees,
decreases expenses, and increases production. Each of our manufacturing locations maintains active safety committees that
frequently review and assess the safety condition of their local work environment. The company invests in safety training,
shares best practices, and reviews claim activity to continually review our progress in minimizing employee injury incidents in
the workplace.
Diversity
Fostering a culture that supports diversity among employees as well as professional growth and advancement is an integral part
of the company’s identity. The company has a commitment to build its workforce from diverse backgrounds, experiences and
talents among race, religion, language, nationality, disability, age and gender. Through our diverse workforce, the company is
well-positioned to attract the best talent, which allows better alignment with customers and creative and efficient development
of new products for the marketplace. As a global corporation, the company embraces and celebrates differences among our
employees and endeavors to cultivate an environment where diversity and inclusion are core values of the organization.
A Focus on Ethics
The company is dedicated to promoting integrity, honesty, and professionalism in all of the business activities within the
company. The company strongly believes that business success is a direct correlation of its reputation for fairness and integrity.
Accordingly, it is essential that the company’s board members and employees practice the highest standards of conduct and
professionalism in any interactions with stakeholders including customers, creditors, stockholders, suppliers and other
employees.
Cybersecurity Governance
The company dedicates significant resources in an effort to secure its confidential information as well as the data and any
personal information the company receives and stores about its customers and employees. The company has systems in place
designed to securely receive and store that information and to detect, contain, and respond to data security incidents.
The company has a robust information security training and compliance program for all new and existing employees. Training
is provided at least annually, with a formal communication cadence of additional components of training being provided
throughout the year. The company has not experienced a material cybersecurity or information security breach in the last three
years.
Oversight responsibility for information security matters is shared by the Board (primarily through the Audit Committee) and
senior management. The Audit Committee oversees the company’s cybersecurity and information security program and
receives periodic updates (more frequently than annually) from senior management on cybersecurity and information security
matters. The company maintains a program, overseen by the company’s Chief Financial Officer, that is designed to protect and
preserve the confidentiality, integrity and continued availability of all information owned by or in the care of the company. The
company has implemented a cyber incident response plan that provides controls and procedures for timely and accurate
reporting of any material cybersecurity incident.
10
Item 1A. Risk Factors
The company’s business, results of operations, cash flows and financial condition are subject to various risks including, but not
limited to, those set forth below. Any of these risks, as well as risks not currently known to the company or that are currently
deemed to be immaterial, may adversely affect the company’s business, results of operations, cash flows and financial
condition. These risk factors should be carefully considered together with the other information in this Annual Report on Form
10-K, including the risks and uncertainties described under the heading Special Note Regarding Forward-Looking Statements.
Economic Risks
Current and future economic conditions could adversely affect the company’s business and financial performance.
The company’s operating results are impacted by the health of the North American, European, Asian and Latin American
economies. The company’s business and financial performance, including collection of its accounts receivable, may be
adversely affected by current and future economic conditions that may cause a decline in business and consumer spending, a
reduction in the availability of credit and decreased growth of its existing customers, resulting in customers electing to delay the
replacement of aging equipment. Higher energy costs, rising interest rates, weakness in the residential construction, housing and
home improvement markets, financial market volatility, inflation, recession, global hostilities and acts of terrorism may also
adversely affect the company’s business and financial performance. Additionally, the company may experience difficulties in
scaling its operations due to economic pressures in the U.S. and international markets.
The company is subject to currency fluctuations and other risks from its operations outside the United States.
The company has manufacturing and distribution operations located in Asia, Europe and Latin America. The company’s
operations are subject to the impact of economic downturns, political instability and foreign trade restrictions, which may
adversely affect the company’s business, financial condition and operating results. The company anticipates that international
sales will continue to account for a significant portion of consolidated net sales in the foreseeable future. Some sales and
operating costs of the company’s foreign operations are realized in local currencies, and an increase in the relative value of the
U.S. dollar against such currencies would lead to a reduction in consolidated sales and earnings. Additionally, foreign currency
exposures are not fully hedged, and there can be no assurance that the company’s future results of operations will not be
adversely affected by currency fluctuations. Furthermore, currency fluctuations may affect the prices paid to the company’s
suppliers for materials the company uses in production. As a result, operating margins may also be negatively impacted by
worldwide currency fluctuations that result in higher costs for certain cross-border transactions.
Business and Operational Risks
The COVID-19 pandemic has adversely impacted, and likely will continue to, adversely impact and pose risks to the
company, the nature and extent of which are highly uncertain and unpredictable.
The company is monitoring the global outbreak of the COVID-19 pandemic and taking steps to mitigate the risks posed by its
spread, including working with its customers, employees, suppliers and other stakeholders. The pandemic has adversely
affected, the company's financial results, condition and outlook. Certain elements of the company's business (including its
supply chain, distribution systems, production levels and research and development activities) and operations have been
negatively impacted due to significant portions of the company's workforce being unable to work effectively due to quarantines,
government orders and guidance, facility closures, illness, travel restrictions, implementation of precautionary measures and
other restrictions. The company also has experienced, and expects to continue to experience, volatility in demand given
disruptions in global health, economic and market conditions, consumer behavior and global restaurant operations. If the
pandemic continues and conditions worsen, the company expects to experience additional adverse impacts on operational and
commercial activities, costs, customer orders and purchases and collections of accounts receivable, which may be material, and
the extent of these exposures remains uncertain even if conditions begin to improve. The pandemic has also increased the risk
related to the company's ability to ensure business continuity during a potential disruption, including increased cybersecurity
attacks related to the work-from-home environment. Furthermore, the pandemic has impacted and may further impact the
broader economies of affected countries, including adversely impacting economic growth, the proper functioning of financial
and capital markets, foreign currency exchange rates, inflation and interest rates, all of which could continue to negatively
impact the company. Due to the global breadth of the pandemic's spread and the range of governmental and community
reactions, there is uncertainty around the pandemic's ultimate impact and the timing of recovery. The lingering effects of the
pandemic could lead to an extended disruption of economic activity and the impact on the company's consolidated results of
operations, financial position and cash flows could be material. In addition, the continuation or a resurgence of the pandemic
could exacerbate the other risk factors.
11
The company’s level of indebtedness could adversely affect its business, results of operations and growth strategy.
The company now has and may continue to have a significant amount of indebtedness. At December 31, 2022, the company
had $2.7 billion of borrowings and $1.9 million in letters of credit outstanding. In August 2020, the company issued $747.5
million aggregate principal amount of 1.00% Convertible Senior Notes due 2025 (the "Convertible Notes"), which bear interest
semi-annually in arrears and mature on September 1, 2025, unless they are redeemed, repurchased or converted prior to such
date in accordance with their terms. Upon conversion, the company can elect to pay or deliver, cash, shares of common stock or
a combination of cash and shares of common stock, in respect of the remainder, if any, of the company's conversion obligation
in excess of the aggregate principal amount of the Convertible Notes being converted. Under certain circumstances, the holders
of the Convertible Notes may require the company to repay all or a portion of the principal and interest outstanding under the
Convertible Notes in cash prior to the maturity date, which could have an adverse effect on the company's financial results.
To the extent the company requires additional capital resources, there can be no assurance that such funds will be available on
favorable terms, or at all. The unavailability of funds could have a material adverse effect on the company’s financial condition,
results of operations and ability to expand the company’s operations.
The company’s level of indebtedness could have adverse consequences to its business and operations, including the following:
•
•
•
•
•
the company may be unable to obtain additional financing for working capital, capital expenditures, product
development, 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 in the event of a downturn in the company’s business or general economic
and industry conditions and have limited flexibility in planning for, or reacting to, changes in its business and/or
industry;
the company may be disadvantaged compared to its competitors that are less leveraged and thereby have greater
financial flexibility; and
the company may be restricted in its ability to make strategic acquisitions and to pursue new business
opportunities.
The company’s current credit agreement limits its ability to conduct business, which could negatively affect the
company’s ability to finance future capital needs and engage in other business activities.
The covenants in the company’s existing credit agreement contain a number of significant limitations on its ability to, among
other things:
•
•
•
•
pay dividends;
incur additional indebtedness;
create liens on the company’s assets;
engage in new lines of business;
• make investments;
• merge or consolidate; and
•
acquire, dispose of, or lease assets.
These restrictive covenants, among others, could negatively affect the company’s ability to finance its future capital needs,
engage in other business activities or withstand a future downturn in the company’s business or the economy.
12
Under the company’s current credit agreement, the company is required to maintain certain specified financial ratios and meet
financial tests, including certain ratios of secured leverage and interest coverage. The company’s ability to comply with these
requirements may be affected by matters beyond its control, and, as a result, there can be no assurance that the company will be
able to meet these ratios and tests. A breach of any of these covenants would prevent the company from being able to draw
under the company's revolver and would result in a default under the company’s current credit agreement. In the event of a
default under the company’s current credit agreement, the lenders could terminate their commitments and declare all amounts
borrowed, together with accrued interest and other fees, to be immediately due and payable. Borrowings under other debt
instruments that contain cross-acceleration or cross-default provisions may also be accelerated and become due and payable at
such time. The company may be unable to pay these debts in these circumstances.
The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect the company's financial
condition and operating results.
In the event the conditional conversion feature of the Convertible Notes is triggered, holders of the Convertible Notes will be
entitled to convert their Convertible Notes at any time during specified periods at their option. If one or more holders elect to
convert their Convertible Notes, unless the company elects to satisfy the conversion obligation by delivering solely shares of its
common stock (other than paying cash in lieu of delivering any fractional share), the company would be required to settle any
converted principal through the payment of cash, which could adversely affect the company's liquidity. To the extent the
company satisfies the conversion obligation by delivering shares of common stock, the company would be required to deliver a
significant number of shares, which would cause dilution to its existing stockholders. In addition, even if holders do not elect to
convert their Convertible Notes in such circumstances, the company could be required under applicable accounting rules to
reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which
would result in a material reduction in net working capital.
The capped call transactions expose the company to counterparty risk and may affect the value of the company's
common stock.
In connection with the Convertible Notes, the company has entered into and may in the future enter into, capped call
transactions with certain financial institutions, referred to as the capped call counterparties. The capped call transactions are
expected generally to reduce or offset the potential dilution upon conversion of the Convertible Notes and/or offset any cash
payments the company is required to make in excess of the principal amount of the Convertible Notes, as the case may be, with
such reduction and/or offset subject to a cap. From time to time, the capped call counterparties or their respective affiliates may
modify their hedge positions by entering into or unwinding various derivative transactions with respect to the company's
common stock and/or purchasing or selling the company's common stock in secondary market transactions prior to the maturity
of the Convertible Notes. Any such activity could cause a decrease in the market price of the company's common stock.
In addition, the capped call counterparties are financial institutions, and the company is subject to the risk that one or more of
the capped call counterparties may default or otherwise fail to perform, or may exercise certain rights to terminate, their
obligations under the capped call transactions. The company's exposure to the credit risk of the capped call counterparties is not
secured by any collateral. If a capped call counterparty becomes subject to insolvency proceedings, the company will become
an unsecured creditor in those proceedings with a claim equal to the exposure at the time under such transaction. The company's
exposure will depend on many factors but, generally, the exposure will increase if the market price or the volatility of the
company's common stock increases. In addition, upon a default or other failure to perform, or a termination of obligations, by a
capped call counterparty, the company may suffer more dilution than currently anticipated with respect to the company's
common stock. The company can provide no assurances as to the financial stability or viability of the capped call
counterparties.
Fluctuations in interest rates could adversely affect the company's results of operations and financial position.
The company's profitability has been and may continue to be adversely affected during any periods of unexpected or rapid
increases in interest rates. The company maintains a revolving credit facility, which, at December 31, 2022, bore interest at
1.625% above LIBOR per annum. A significant increase in any of the forgoing rates would significantly increase the company's
cost of borrowings, reduce the availability and increase the cost of obtaining new debt and refinancing existing indebtedness
and/or negatively impact the market price of the company's common stock. For additional detail related to this risk, see Part II,
Item 7A, "Quantitative and Qualitative Disclosure About Market Risk."
13
The company has a significant amount of goodwill and indefinite life intangibles could suffer losses due to asset
impairment charges.
The company’s balance sheet includes a significant amount of goodwill and indefinite life intangible assets, which represent
approximately 35% and 20%, respectively, of its total assets as of December 31, 2022. The excess of the purchase price over
the fair value of assets acquired, including identifiable intangible assets, and liabilities assumed in conjunction with acquisitions
is recorded as goodwill. In accordance with Accounting Standards Codification (“ASC”) 350 Intangibles-Goodwill and Other,
the company’s long-lived assets (including goodwill and other intangibles) are reviewed for impairment annually and whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In assessing the
recoverability of long-lived assets, the company considers changes in economic conditions and makes assumptions regarding
estimated future cash flows and other factors. Various uncertainties, including continued adverse conditions in the capital
markets or changes in general economic conditions, could impact the future operating performance at one or more of the
company’s businesses, which could significantly affect the company’s valuations and could result in additional future
impairments. Also, estimates of future cash flows are judgments based on the company’s experience and knowledge of
operations. These estimates could be significantly impacted by many factors, including changes in global and local business and
economic conditions, operating costs, inflation, competition, and consumer and demographic trends. If the company’s estimates
or the underlying assumptions change in the future, the company may be required to record impairment charges that, if
incurred, could have a material adverse effect on the company’s reported net earnings.
The company's defined benefit pension plans are subject to financial market risks that could adversely affect the
company's results of operations and cash flows.
The performance of the financial markets and interest rates impact our defined benefit pension plan expenses and funding
obligations. Significant changes in market interest rates, decreases in fair value of plan assets, investment losses on plan assets,
relevant legislative and regulatory changes relating to defined benefit plan funding and changes in interest rates may increase
the company's funding obligations and adversely impact its results of operations and cash flows. In addition, upward pressure
on the cost of providing healthcare coverage to current employees and retirees may increase the company's future funding
obligations and adversely affect its results of operations and cash flows.
The company faces intense competition in the commercial foodservice, food processing, and residential kitchen
equipment industries and failure to successfully compete could impact the company’s results of operations and cash
flows.
The company operates in highly competitive industries. In each of the company’s three business segments, competition is based
on a variety of factors including product features and design, brand recognition, reliability, durability, technology, energy
efficiency, breadth of product offerings, price, customer relationships, delivery lead-times, serviceability and after-sale service.
The company has numerous competitors in each business segment. Many of the company’s competitors are substantially larger
and enjoy substantially greater financial, marketing, technological and personnel resources. These factors may enable them to
develop similar or superior products, to provide lower cost products and to carry out their business strategies more quickly and
efficiently than the company can. In addition, some competitors focus on particular product lines or geographic regions or
emphasize their local manufacturing presence or local market knowledge. Some competitors have different pricing structures
and may be able to deliver their products at lower prices. Although the company believes that the performance and price
characteristics of its products will provide competitive solutions for its customers’ needs, there can be no assurance that the
company’s customers will continue to choose the company’s products over products offered by its competitors.
Further, the markets for the company’s products are characterized by changing technology and evolving industry standards.
The company’s ability to compete successfully will depend, in large part, on its ability to enhance and improve its existing
products, to continue to bring innovative products to market in a timely fashion, to adapt the company’s products to the needs
and standards of its current and potential customers and to continue to improve operating efficiencies and lower manufacturing
costs. Moreover, competitors may develop technologies or products that render the company’s products obsolete or less
marketable. If the company is unable to successfully compete in this highly competitive environment, the company’s business,
financial condition and operating results will be materially harmed.
14
The company is subject to risks associated with developing products and technologies, which could delay product
introductions and result in significant expenditures.
The product, program and service needs of the company’s customers change and evolve regularly, and the company invests
substantial amounts in research and development efforts to pursue advancements in a wide range of technologies, products and
services. Also, the company continually seeks to refine and improve upon the performance, utility and physical attributes of its
existing products and to develop new products. As a result, the company’s business is subject to risks associated with new
product and technological development, including unanticipated technical or other problems, meeting development, production,
certification and regulatory approval schedules, execution of internal and external performance plans, availability of supplier-
and internally-produced parts and materials, performance of suppliers and subcontractors, hiring and training of qualified
personnel, achieving cost and production efficiencies, identification of emerging technological trends in the company’s target
end-markets, validation of innovative technologies, the level of customer interest in new technologies and products, and
customer acceptance of the company’s products and products that incorporate technologies that the company develops. These
factors involve significant risks and uncertainties. Also, any development efforts divert resources from other potential
investments in the company’s businesses, and these efforts may not lead to the development of new technologies or products on
a timely basis or meet the needs of the company’s customers as fully as competitive offerings. In addition, the markets for the
company’s products or products that incorporate the company’s technologies may not develop or grow as the company
anticipates. The company or its suppliers and subcontractors may encounter difficulties in developing and producing these new
products and services, and may not realize the degree or timing of benefits initially anticipated. Due to the design complexity of
the company's products, the company may in the future experience delays in completing the development and introduction of
new products. Any delays could result in increased development costs or deflect resources from other projects. The occurrence
of any of these risks could cause a substantial change in the design, delay in the development, or abandonment of new
technologies and products. Consequently, there can be no assurance that the company will develop new technologies superior to
the company’s current technologies or successfully bring new products to market.
Additionally, there can be no assurance that new technologies or products, if developed, will meet the company’s current price
or performance objectives, be developed on a timely basis, or prove to be as effective as products based on other technologies.
The inability to successfully complete the development of a product, or a determination by the company, for financial, technical
or other reasons, not to complete development of a product, particularly in instances in which the company has made significant
expenditures, could have a material adverse effect on the company’s financial condition and operating results.
The company depends on key customers for a material portion of its revenues. As a result, changes in the purchasing
patterns or loss of one or more key customers could adversely impact the company’s operating results.
Many of the company’s key customers are large restaurant chains and major food processing companies. The demand for the
company’s equipment can vary from period to period depending on the company’s customers’ internal growth plans,
construction, seasonality and other factors. In addition, an adverse change to the financial condition of key customers could
cause such key customers to open fewer facilities and defer purchases of new equipment for existing operations or otherwise
change the purchasing patterns of such key customers. Any of these conditions or the loss of key customers could have a
material adverse effect on the company’s financial condition and results of operations.
Price increases in some materials and disruptions in supply could affect the company’s profitability.
The company uses large amounts of stainless steel, aluminized steel and other commodities in the manufacture of its products.
A significant increase in the price of steel or any other commodity, due to tariffs or otherwise, would adversely affect the
company’s operating results. In addition, we have experienced disruptions to parts of our supply chain as a result of COVID-19.
Unanticipated delays in delivery of raw materials and component inventories by suppliers—including delays due to capacity
constraints, labor disputes, impaired financial condition of suppliers, natural disasters, extreme weather patterns and climate
change, pandemics or other events outside our control— may increase the company's production costs, cause delays in the
shipment of products or impair the ability of the company to satisfy customer demand. An interruption in or the cessation of an
important supply by any third party and the company’s inability to make alternative arrangements in a timely manner, or at all,
could have a material adverse effect on the company’s business, financial condition and operating results.
15
The company faces risks related to health epidemics and other widespread outbreaks of contagious disease, which
could significantly disrupt its operations and impact its operating results.
The spread of COVID-19 and other contagious diseases, or other adverse public health developments, has had a material and
adverse effect on our business operations. These effects have included and could continue to include disruptions or restrictions
on our ability to travel, as well as temporary closures of our facilities or the facilities of our suppliers or customers. Any
disruption of our suppliers' or customers' businesses would likely impact our sales and operating results.
The company may be the subject of product liability claims or product recalls, and it may be unable to obtain or
maintain insurance adequate to cover potential liabilities.
Product liability is a significant commercial risk to the company. The company’s business exposes it to potential liability risks
that arise from the manufacturing, marketing and selling of the company’s products. In addition to direct expenditures for
damages, settlement and defense costs, there is a possibility of adverse publicity as a result of product liability claims. Plaintiffs
in some jurisdictions have received substantial damage awards against companies based upon claims for injuries allegedly
caused by the use of their products. In addition, it may be necessary for the company to recall products that do not meet
approved specifications, which could result in adverse publicity as well as costs connected to the recall and loss of revenue.
The company cannot be certain that a product liability claim or series of claims brought against it would not have an adverse
effect on the company’s business, financial condition or results of operations. If any claim is brought against the company,
regardless of the success or failure of the claim, there can be no assurance that the company will be able to obtain or maintain
product liability insurance in the future on acceptable terms or with adequate coverage against potential liabilities or the cost of
a recall. The company currently maintains insurance programs consisting of self-insurance up to certain limits and excess
insurance coverage for claims over established limits. There can be no assurance that the company's insurance programs will
provide adequate protection against actual losses. In addition, the company is subject to the risk that one or more of its insurers
may become insolvent or become unable to pay claims that may be made in the future.
An increase in warranty expenses could adversely affect the company’s financial performance.
The company offers purchasers of its products warranties covering workmanship and materials typically for one year and, in
certain circumstances, for periods of up to ten years, during which periods the company or an authorized service representative
will make repairs and replace parts that have become defective in the course of normal use. The company estimates and records
its future warranty costs based upon past experience. These warranty expenses may increase in the future and may exceed the
company’s warranty reserves, which, in turn, could adversely affect the company’s financial performance.
The company’s financial performance is subject to significant fluctuations.
The company’s financial performance is subject to quarterly and annual fluctuations due to a number of factors, including:
• general economic conditions;
•
the lengthy, unpredictable sales cycle for the commercial foodservice equipment, food processing equipment and
residential kitchen equipment groups;
• the gain or loss of significant customers;
• unexpected delays in new product introductions;
•
the level of market acceptance of new or enhanced versions of the company’s products;
• unexpected changes in the levels of the company’s operating expenses; and
• competitive product offerings and pricing actions.
Each of these factors could result in a material and adverse change in the company’s business, financial condition and results of
operations.
16
The company may be unable to manage its growth.
The company has recently experienced rapid growth in its business. Continued growth could place a strain on the company’s
management, operations and financial resources. There also will be additional demands on the company’s sales, marketing and
information systems and on the company’s administrative infrastructure as it develops and offers additional products and enters
new markets. The company cannot be certain that the company’s operating and financial control systems, administrative
infrastructure, outsourced and internal production capacity, facilities and personnel will be adequate to support the company’s
future operations or to effectively adapt to future growth. If the company cannot manage the company’s growth effectively, the
company’s business may be harmed.
Strategic and Organizational Risks
The company’s acquisition, investment and alliance strategy involves risks. If the company is unable to effectively
manage these risks, its business will be materially harmed.
To achieve the company’s strategic objectives, the company has pursued and may continue to pursue strategic acquisitions of
and investments in other companies, businesses or technologies. Acquisitions and investments entail numerous risks, including,
among others:
• difficulties in the assimilation of acquired businesses or technologies and the inability to fully realize some of the
expected synergies or otherwise achieve anticipated revenues and profits;
•
•
•
•
inability to operate acquired businesses or utilize acquired technologies profitably;
the significant amount of management time and attention needed to identify, execute and integrate any acquired
businesses;
potential assumption of unknown material liabilities;
failure to achieve financial or operating objectives;
• unanticipated costs relating to acquisitions or to the integration of acquired businesses;
•
•
loss of customers, suppliers, or key employees; and
the impact on the company's internal controls and compliance with the regulatory requirements under the
Sarbanes-Oxley Act of 2002.
The company may not be able to successfully integrate any operations, personnel, services or products that it has acquired or
may acquire in the future.
The company may seek to expand or enhance some of its operations by forming joint ventures or alliances with various
strategic partners throughout the world. Entering into joint ventures and alliances also entails risks, including difficulties in
developing and expanding the businesses of newly formed joint ventures, exercising influence over the activities of joint
ventures in which the company does not have a controlling interest and potential conflicts with the company’s joint venture or
alliance partners. The company cannot assure that any joint venture or alliance entered into or that may be entered into in the
future will be successful.
An inability to identify or complete future acquisitions could adversely affect future growth.
The company intends to continue its growth strategy of identifying and acquiring businesses with complementary products and
services by pursuing acquisitions that provide opportunities for profitable growth. While the company continues to evaluate
potential acquisitions, it may not be able to identify and successfully negotiate suitable acquisitions, obtain financing for future
acquisitions on satisfactory terms, obtain regulatory approval for certain acquisitions, or otherwise complete acquisitions in the
future. An inability to identify or complete future acquisitions could limit the company’s growth.
17
Expansion of the company’s international operations involves special challenges that it may not be able to meet. The
company’s failure to meet these challenges could adversely affect its business, financial condition and operating results.
The company plans to continue to expand its international operations. The company faces certain risks inherent in doing
business in international markets. These risks include:
•
extensive regulations and oversight, tariffs, including with respect to certain products imported from China or
exported to China, retaliatory tariffs by China and certain other countries in response to tariffs implemented by the
United States, and other trade barriers;
• withdrawal from or renegotiation of international trade agreements and other restrictions on trade between the
United States and China, the European Union, Canada, Mexico and other countries;
•
•
•
•
•
•
•
•
•
•
•
effects of the United Kingdom's decision to exit the European Union and related potential disruption to trade;
uncertain impact on operations, suppliers and customers related to business disruptions and restrictions due to the
COVID-19 pandemic;
reduced protection for intellectual property rights;
difficulties in staffing and managing foreign operations;
potentially adverse tax consequences;
limitations on ownership and on repatriation of earnings;
transportation delays and interruptions;
political, social, and economic instability and disruptions;
labor unrests or shortages;
potential for nationalization of enterprises; and
limitations on the company’s ability to enforce legal rights and remedies.
In addition, the company is and will be required to comply with the laws and regulations of foreign governmental and
regulatory authorities of each country in which the company conducts business.
There can be no assurance that the company will be able to succeed in marketing its products and services in international
markets. The company may also experience difficulty in managing its international operations because of, among other things,
competitive conditions overseas, geopolitical threats or hostilities, management of foreign exchange risk, established domestic
markets, and language and cultural differences. Any of these factors could have a material adverse effect on the success of the
company’s international operations and, consequently, on the company’s business, financial condition and operating results.
The impact of future transactions on the company’s common stock is uncertain.
The company periodically reviews potential transactions related to products or product rights and businesses complementary to
the company’s business. Such transactions could include mergers, acquisitions, joint ventures, alliances or licensing
agreements. In the future, the company may choose to enter into such transactions at any time. The impact of transactions on
the market price of a company’s stock is often uncertain and may include substantial fluctuations. Consequently, any
announcement of any such transaction could have a material adverse effect upon the market price of the company’s common
stock. Moreover, depending upon the nature of any transaction, the company may experience a charge to earnings, which could
be material and have an adverse impact upon the market price of the company’s common stock.
18
The company’s business could suffer in the event of a work stoppage by its unionized labor force.
Because the company has a significant number of workers whose employment is subject to collective bargaining agreements
and labor union representation, the company is vulnerable to possible organized work stoppages and similar actions. Unionized
employees accounted for approximately 5% of the company’s workforce as of December 31, 2022. The company has union
contracts with employees at its facilities in Windsor, California; Algona, Iowa; Elgin, Illinois; Easton, Pennsylvania and Lodi,
Wisconsin that extend through December 2023, December 2026, July 2025, May 2023 and December 2024, respectively. The
company also has a union workforce at its manufacturing facility in the Philippines under a contract that extends through June
2026. Approximately 2% of the company's workforce is covered by collective bargaining agreements that expire within one
year. Any future strikes, employee slowdowns or similar actions by one or more unions, in connection with labor contract
negotiations or otherwise, could have a material adverse effect on the company’s ability to operate the company’s business.
The company depends significantly on its key personnel.
The company depends significantly on the company’s executive officers and certain other key personnel, who could be difficult
to replace. While the company has employment agreements with certain key executives, the company cannot be certain that it
will succeed in retaining key personnel or their services under existing agreements. The incapacity, inability or unwillingness of
certain personnel to perform their services may have a material adverse effect on the company. There is intense competition for
qualified personnel within the company’s industry, and there can be no assurance that the company will be able to continue to
attract, motivate and retain personnel with the skills and experience needed to successfully manage the company's business and
operations.
Technology and Cybersecurity Risks
The company may not be able to adequately protect its intellectual property rights, which may materially harm its
business.
The company relies primarily on trade secret, copyright, service mark, trademark and patent law and contractual protections to
protect the company’s proprietary technology and other proprietary rights. The company has filed numerous patent applications
covering the company’s proprietary technology. Notwithstanding the precautions the company takes to protect its intellectual
property rights, it is possible that third parties may copy or otherwise obtain and use the company’s proprietary technology
without authorization or may otherwise infringe on the company’s rights. In some cases, including with respect to a number of
the company’s most important products, there may be no effective legal recourse against duplication by competitors as the legal
systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other
intellectual property protection. This could make it difficult for us to stop the infringement of our patents and future patents we
may own, or, generally, prevent the marketing of competing products in violation of our proprietary rights. Further, the laws of
some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the United
States. In the future, the company may have to rely on litigation to enforce its intellectual property rights, protect its trade
secrets, determine the validity and scope of the proprietary rights of others or defend against claims of infringement or
invalidity. Any such litigation, whether successful or unsuccessful, could result in substantial costs to the company and
diversions of the company’s resources, either of which could adversely affect the company’s business.
Any infringement by the company of a third party's patent rights could result in litigation and adversely affect its ability
to provide, or could increase the cost of providing, the company’s products and services.
Patents of third parties may have an important bearing on the company’s ability to offer some of its products and services. The
company’s competitors, as well as other companies and individuals, may obtain patents related to the types of products and
services the company offers or plans to offer. There can be no assurance that the company is or will be aware of all patents
containing claims that may pose a risk of infringement by its products and services. In addition, some patent applications in the
United States are confidential until a patent is issued and, therefore, the company cannot evaluate the extent to which its
products and services may be covered or asserted to be covered by claims contained in pending patent applications. In general,
if one or more of the company’s products or services were to infringe patents held by others, the company may be required to
stop developing or marketing the products or services, to obtain licenses from the holders of the patents to develop and market
the services, or to redesign the products or services in such a way as to avoid infringing on the patent claims. The company
cannot assess the extent to which it may be required in the future to obtain licenses with respect to patents held by others,
whether such licenses would be available or, if available, whether it would be able to obtain such licenses on commercially
reasonable terms. If the company is unable to obtain such licenses, it also may not be able to redesign the company’s products
or services to avoid infringement, which could materially adversely affect the company’s business, financial condition and
operating results.
19
The company may be subject to information technology system failures, network disruptions, cybersecurity attacks and
breaches in data security, which may materially adversely affect the company’s operations, financial condition and
operating results.
The company depends on information technology as an enabler to improve the effectiveness of its operations and to interface
with its customers, as well as to maintain financial accuracy and efficiency. Information technology system failures,
including suppliers’ or vendors’ system failures, could disrupt the company’s operations by causing transaction errors,
processing inefficiencies, delays or cancellation of customer orders, the loss of customers, impediments to the manufacture or
shipment of products, other business disruptions, or the loss of or damage to intellectual property through a security breach.
The company’s information systems, or those of its third-party service providers, could also be penetrated by outside parties
intent on extracting information, corrupting information or disrupting business processes. Such unauthorized access could
disrupt the company’s business, increase costs and/or result in the loss of assets. Cybersecurity attacks are becoming more
sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data, and other
electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or
otherwise protected information, corruption or destruction of data and other manipulation or improper use of systems or
networks. These events could negatively impact the company’s customers and/or reputation and lead to financial losses from
remediation actions, loss of business, production downtimes, operational delays or potential liability, penalties, fines or other
increases in expense, all of which may have a material adverse effect on the company’s business. In addition, as security
threats and cybersecurity and data privacy and protection laws and regulations, including those related to the collection,
storage, handling, use, disclosure, transfer, and security of personally identifiable information, continue to evolve and become
more sophisticated, we may invest additional resources in the security of our systems. Any such increased level of investment
could adversely affect our financial condition or results of operations. Further, as governmental authorities around the world
continue to consider legislative and regulatory proposals concerning data protection, we may face substantial penalties if we
fail to comply with regulations and laws regarding data protection.
Tax, Legal and Regulatory Risks
The company may be subject to litigation, tax, and other legal compliance risks.
In addition to product liability claims, the company is subject to a variety of litigation, tax, and other legal compliance risks.
These risks include, among other things, possible liability relating to personal injuries, intellectual property rights, contract-
related claims, taxes and compliance with U.S. and foreign export laws, competition laws, and laws governing improper
business practices. The company or one of its business units could be charged with wrongdoing as a result of such matters. If
convicted or found liable, the company could be subject to significant fines, penalties, repayments or other damages.
The company’s reputation, ability to do business, and results of operations may be impaired by the improper conduct of
any of its employees, agents, or business partners.
While the company strives to maintain high standards, the company cannot provide assurance that its internal controls and
compliance systems will always protect the company from acts committed by its employees, agents, or business partners that
violate U.S. and/or foreign laws or fail to protect the company’s confidential information, including the laws governing
payments to government officials, bribery, fraud, anti-kickback and false claims rules, competition, export and import
compliance, money laundering, and data privacy laws, as well as the improper use of proprietary information or social media.
Any such violations of law or improper actions could subject the company to civil or criminal investigations in the United
States and in other jurisdictions, lead to substantial civil or criminal, monetary and non-monetary penalties, and related
shareholder lawsuits, lead to increased costs of compliance and damage the company’s reputation.
20
The company is subject to potential liability under environmental laws.
The company’s operations are regulated by a number of federal, state and local environmental laws and regulations that govern,
among other things, the discharge of hazardous materials into the air and water as well as the handling, storage and disposal of
these materials. Compliance with these environmental laws and regulations is a significant consideration for the company
because it uses hazardous materials in its manufacturing processes. In addition, because the company is a generator of
hazardous wastes, even if it fully complies with applicable environmental laws, it may be subject to financial exposure for costs
associated with an investigation and remediation of sites at which it has arranged for the disposal of hazardous wastes if these
sites become contaminated. In the event of a violation of environmental laws, the company could be held liable for damages
and for the costs of remedial actions. Environmental laws could also become more stringent over time, imposing greater
compliance costs and increasing risks and penalties associated with any violation, which could negatively affect the company’s
operating results. There can be no assurance that identification of presently unidentified environmental conditions, more
vigorous enforcement by regulatory authorities or other unanticipated events will not arise in the future resulting in additional
environmental liabilities, compliance costs and penalties that could be material. Environmental laws and regulations are
constantly evolving, and it is impossible to accurately predict the effect they may have upon the financial condition, results of
operations, or cash flows of the company.
We are subject to risks associated with possible climate change legislation, regulation and international accords.
Government mandates, standards or regulations intended to reduce greenhouse gas emissions or projected climate change
impacts have resulted in, and are likely to continue resulting in, increased energy, manufacturing, transportation and raw
material costs. Governmental requirements directed at regulating greenhouse gas emissions could cause us to incur expenses
that we cannot recover or that will require us to increase the price of products we sell, which could impact the demand for those
products.
Unfavorable tax law changes and tax authority rulings may adversely affect financial results.
The company is subject to income taxes in the United States and in various foreign jurisdictions. Domestic and international tax
liabilities are based on the income and expenses in various tax jurisdictions. The amount of the company’s income and other tax
liability is subject to ongoing audits by U.S. federal, state and local tax authorities and by non-U.S. authorities. If these audits
result in assessments different from amounts recorded, future financial results may include unfavorable tax adjustments.
The trading price of the company's common stock has been volatile, and investors in the company's common stock may
experience substantial losses.
The trading price of the company's common stock has been volatile and may become volatile again in the future. The trading
price of the company's common stock could decline or fluctuate in response to a variety of factors, including:
•
•
•
•
•
•
the company's failure to meet the performance estimates of securities analysts;
changes in buy/sell recommendations by securities analysts;
fluctuations in the company's operating results;
substantial sales of the company's common stock;
general stock market conditions; or
other economic or external factors.
Item 1B. Unresolved Staff Comments
Not applicable.
21
Item 2. Properties
The company's principal executive offices are located in Elgin, Illinois. The company operates forty-one manufacturing
facilities in the U.S. and thirty-four manufacturing facilities internationally.
The principal properties of the company used to conduct business operations are listed below:
Location
Principal Function
Square
Footage
Owned/
Leased
Lease
Expiration
Commercial Foodservice:
Fort Smith, AR
Brea, CA
Corona, CA
Vacaville, CA
Windsor, CA
Englewood, CO
Louisville, CO
Venice, FL
Elgin, IL
Mundelein, IL
Rockton, IL
South Beloit, IL
Menominee, MI
Charlotte, NC
Fuquay-Varina, NC
Bow, NH
Pembroke, NH
Dayton, OH
Moraine, OH
Tualatin, OR
Easton, PA
Smithville, TN
Carrollton, TX
Essex Junction, VT*
Renton, WA
New South Wales, Australia
Toronto, Canada*
Humen, China
Ningbo, China
Qingdao City, China
Zhuhai City, China
Brøndby, Denmark
Randers, Denmark
Viljandi, Estonia
Dublin, Ireland
Nusco, Italy
Sedico, Italy
Nogales, Mexico
Wiślina, Poland
Incheon, South Korea
Pineda de Mar, Spain
Fristad, Sweden
Laguna, the Philippines
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Warehousing
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Warehousing
Manufacturing, Warehousing and Offices
Warehousing
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Lincoln, the United Kingdom
Manufacturing, Warehousing and Offices
22
712,600
86,600
86,000
128,800
75,000
105,000
37,700
23,300
191,200
70,000
339,400
171,700
60,000
44,000
183,900
100,000
136,200
37,700
38,300
29,500
246,700
268,000
132,400
372,500
72,400
204,900
87,700
6,600
64,300
113,500
104,500
50,900
50,100
47,000
17,100
260,600
52,500
129,000
77,500
227,400
50,100
173,800
115,200
100,000
Leased
Leased
Owned
Leased
Leased
Owned
Leased
Leased
Owned
Owned
Owned
Leased
Owned
Leased
Owned
Owned
Leased
Owned
Leased
Leased
Owned
Owned
Leased
Owned
Leased
Owned
Owned
Leased
Leased
Leased
Leased
Owned
Owned
Owned
Leased
Owned
Leased
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Jan-26
Sep-26
N/A
Nov-29
Apr-32
N/A
Jul-28
Jun-24
N/A
N/A
N/A
Mar-24
N/A
Feb-24
N/A
N/A
Jul-24
N/A
Jun-27
May-28
N/A
N/A
Aug-32
N/A
Sep-28
N/A
N/A
Mar-23
Oct-25
Jul-29
Dec-22
N/A
N/A
N/A
Sep-24
N/A
Jan-23
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Location
Principal Function
Square
Footage
Owned/
Leased
Lease
Expiration
Food Processing:
Gainesville, GA
Algona, IA
Elgin, IL
Elk Grove, IL
Clayton, NC
Maysville, OK
Souderton, PA
Plano, TX
Waynesboro, VA
Bothell, WA
Appleton, WI
Lodi, WI
Aalborg, Denmark
Mauron, France
Reichenau, Germany
Bangalore, India
Casarsa della Delizia, Italy
Castelnuovo Rangone, Italy
Piumazzo, Italy
Vicenza, Italy
Norwich, the United Kingdom
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Manufacturing, Warehousing and Offices
Residential Kitchen:
Warehousing and Offices
Chino, CA
Warehousing and Offices
Redwood City, CA
Warehousing and Offices
Atlanta, GA
Warehousing and Offices
Buford, GA
Warehousing and Offices
Columbus, GA
Manufacturing, Warehousing and Offices
Greenville, MI
Manufacturing, Warehousing and Offices
Greenwood, MS**
Manufacturing, Warehousing and Offices
Brown Deer, WI
Manufacturing and Offices
Kuurne, Belgium
Manufacturing and Warehousing
Saint Ouen L'aumone, France
Warehousing and Offices
Waterford, Ireland
Ketley, the United Kingdom
Manufacturing and Offices
Leamington Spa, the United Kingdom Manufacturing and Offices
Leamington Spa, the United Kingdom Manufacturing and Offices
Nottingham, the United Kingdom
Warehousing and Offices
* Contains two separate manufacturing facilities.
** Contains four separate manufacturing facilities.
107,400
70,100
75,000
101,500
65,000
36,700
50,000
339,100
26,400
23,600
20,000
114,600
68,300
107,200
57,900
75,000
109,200
26,800
32,900
53,500
30,000
100,000
20,600
169,200
178,100
148,800
225,000
740,600
165,700
242,300
30,400
73,000
217,300
270,200
100,300
153,100
Owned
Owned
Owned
Leased
Leased
Owned
Owned
Leased
Owned
Leased
Owned
Owned
Leased
Leased
Owned
Leased
Leased
Leased
Leased
Owned
Owned
Leased
Leased
Leased
Leased
Leased
Owned
Owned
Leased
Owned
Owned
Leased
Owned
Owned
Leased
Owned
N/A
N/A
N/A
Nov-29
Oct-24
N/A
N/A
Apr-25
N/A
May-25
N/A
N/A
Dec-25
Jan-23
N/A
Mar-24
May-33
Aug-24
Mar-30
N/A
N/A
Apr-27
Jul-24
Dec-24
Jun-23
Jun-23
N/A
N/A
Nov-26
N/A
N/A
Jul-27
N/A
N/A
Aug-29
N/A
At various other locations the company leases small amounts of space for administrative, manufacturing, distribution and sales
functions, and in certain instances limited short-term inventory storage. These locations are in Australia, Brazil, Canada, China,
Czech Republic, Denmark, Dubai, France, Germany, India, Italy, Mexico, Netherlands, Philippines, Spain, the United Kingdom
and various locations in the United States.
Management believes that these facilities are adequate for the operation of the company's business as presently conducted.
23
Item 3. Legal Proceedings
The company is routinely involved in litigation incidental to its business, including product liability claims, which are partially
covered by insurance or in certain cases by indemnification provisions under purchase agreements for recently acquired
companies. Such routine claims are vigorously contested and management does not believe that the outcome of any such
pending litigation will have a material effect upon the financial condition, results of operations or cash flows of the company.
Item 4. Mine Safety Issues
Not applicable.
24
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
PART II
Principal Market
The company's Common Stock trades on the Nasdaq Global Select Market under the symbol "MIDD".
Stockholders
The company estimates there were approximately 54,820 record holders of the company's common stock as of February 27,
2023.
Dividends
The company does not currently pay cash dividends on its common stock. Any future payment of cash dividends on the
company’s common stock will be at the discretion of the company’s Board of Directors and will depend upon the company’s
results of operations, earnings, capital requirements, contractual restrictions and other factors deemed relevant by the Board of
Directors. The company’s Board of Directors currently intends to retain any future earnings to support its operations and to
finance the growth and development of the company’s business and does not intend to declare or pay cash dividends on its
common stock for the foreseeable future. In addition, the company’s revolving credit facility limits its ability to declare or pay
dividends on its common stock.
Securities Authorized for Issuance under Equity Compensation Plans
For information pertaining to securities authorized for issuance under equity compensation plans and the related weighted
average exercise price, see Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.”
Unregistered Sales of Equity Securities in connection with Strategic Transactions
On June 29, 2020, in connection with the company’s minority investment in Bluezone Products, Inc. (“Bluezone”), the
company issued 46,365 unregistered shares of the company’s common stock to a certain stockholder of Bluezone (“Bluezone
Stockholder”) in exchange for 36,764 shares of series A preferred stock of Bluezone. The shares of company common stock
were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended
("Securities Act"). The company relied on such exemption based in part upon representations made by the Bluezone
Stockholder, including its status as an accredited investor, as such term is defined in Rule 501 of the Securities Act.
On December 23, 2020, in connection with the company’s purchase of assets from Appliance Innovation, Inc. ("Appliance"),
the company issued 93,392 unregistered shares of the company’s common stock to Appliance. The shares of company common
stock were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act. The company
relied on such exemption based in part upon representations made by Appliance, including its status as an accredited investor,
as such term is defined in Rule 501 of the Securities Act.
On December 27, 2021, in connection with the company’s purchase of all of the capital stock of Masterbuilt Holdings, LLC
("Kamado Joe and Masterbuilt"), the company issued 12,921 unregistered shares of the company’s common stock to Kamado
Joe and Masterbuilt. The shares of company common stock were issued in reliance on the exemption from registration under
Section 4(a)(2) of the Securities Act. The company relied on such exemption based in part upon representations made by
Kamado Joe and Masterbuilt, including its status as an accredited investor, as such term is defined in Rule 501 of the Securities
Act.
25
Issuer Purchases of Equity Securities
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)
October 2, 2022 to October 29, 2022
October 30, 2022 to November 26, 2022
November 27, 2022 to December 31,
2022
Quarter ended December 31, 2022
— $
—
—
—
188,363
188,363 $
132.66
132.66
—
—
188,363
188,363
2,469,737
2,469,737
2,281,374
2,281,374
(1) On November 7, 2017, the company's Board of Directors resolved to terminate the company's existing share repurchase
program, effective as of such date, which was originally adopted in 1998, and approved a new stock repurchase program. This
program authorizes the company to repurchase in the aggregate up to 2,500,000 shares of its outstanding common stock. In
May 2022, the company's Board of Directors approved the company to repurchase an additional 2,500,000 shares of its
outstanding common stock under the current program. As of December 31, 2022, the total number of shares authorized for
repurchase under the program is 5,000,000. As of December 31, 2022, 2,718,626 shares had been purchased under the stock
repurchase program and 2,281,374 shares remained authorized for repurchase.
In the Consolidated Financial Statements, the company also treats shares withheld for tax purposes on behalf of employees in
connection with the vesting of restricted share grants as common stock repurchases because they reduce the number of shares
that would have been issued upon vesting. These withheld shares are not considered common stock repurchases under the
authorized common stock repurchase plan and accordingly are not included in the common stock repurchase totals in the
preceding table.
Item 6. [Reserved]
26
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Special Note Regarding Forward-Looking Statements
This report contains "forward-looking statements" subject to the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve known and unknown risks, uncertainties and other factors, which could cause the
company's actual results, performance or outcomes to differ materially from those expressed or implied in the forward-looking
statements. The following are some of the important factors that could cause the company's actual results, performance or
outcomes to differ materially from those discussed in the forward-looking statements:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
changing market conditions;
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;
the impact of competitive products and pricing;
the impact of announced management and organizational changes;
the state of the residential construction, housing and home improvement markets;
the state of the credit markets, including mortgages, home equity loans and consumer credit;
intense competition in the company's business segments including the impact of both new and established global
competitors;
unfavorable tax law changes and tax authority rulings;
cybersecurity attacks and other breaches in security;
the continued ability to realize profitable growth through the sourcing and completion of strategic acquisitions;
the timely development and market acceptance of the company's products; and
the availability and cost of raw materials.
The company cautions readers to carefully consider the statements set forth in the section entitled "Item 1A. Risk Factors" of
this filing and discussion of risks included in the company's SEC filings.
27
COVID-19 Update
The global coronavirus ("COVID-19") pandemic and associated counteracting measures implemented by governments and
businesses around the world, as well as subsequent accelerated recovery in global business activity, have increased uncertainty
in the global business environment and led to supply chain disruptions and shortages in global markets for commodities,
logistics and labor, as well as input cost inflation. More recently, the war in Ukraine has further contributed to some of the
disruptive factors. Activity in most of our end markets we serve improved through 2021 and into 2022, although demand in
certain businesses, most notably in our residential segment, have faced recent demand headwinds. While facing headwinds,
including a highly inflationary environment, we remain committed to executing productivity and profitability initiatives to
address margin challenges, combined with diligent pricing actions where possible. The limited availability of certain product
components has resulted in lengthened lead times and higher input costs, including labor, energy, freight, logistics, and in some
cases, has impacted our ability to meet customer demand. The company expects input costs to remain elevated for some period
of time, which we are working to mitigate. The availability of resources and inflationary costs have resulted in heightened
inventory levels, impacts margins and placed constraints on our operating cash flows. Heightened backlog levels have also
resulted. Our teams are actively evaluating options for alternative suppliers, dual sourcing and collaborating across the
organization, where appropriate, without materially presenting new risks or increasing current risks around quality and
reliability. We expect our cash flows to continue to improve as we manage inventory levels to fulfill the backlog and provide
for future demand. Our capital resources have been sufficient to address these challenges and are expected to continue to be.
We remain focused on delivering strong financial results and executing on our long-term strategy and profitability objectives.
The lingering effects of the COVID-19 pandemic, global response measures and corresponding impacts on various markets
remain fluid and uncertain and may lead to sudden changes in trajectory and outlook. The company plans to continue to
proactively respond to the situation and may take further actions that alter our operations as may be required by governmental
authorities, or that we determine are in the best interests of our employees and operations.
Termination of Welbilt Merger
As previously disclosed, on April 20, 2021, Middleby entered into a Merger Agreement with Welbilt, Inc. Following Welbilt's
receipt of an alternative acquisition proposal, on July 13, 2021, Middleby announced that, under the terms of the Merger
Agreement, it would not exercise its right to propose any modifications to the terms of the Merger Agreement and would allow
the match period to expire. Accordingly, on July 14, 2021, Welbilt delivered to Middleby a written notice terminating the
Merger Agreement and, concurrently with Middleby’s receipt of the termination fee of $110.0 million in cash from Welbilt, the
Merger Agreement was terminated on July 14, 2021.
The termination fee received is reflected in the Condensed Consolidated Statements of Comprehensive Income as the "merger
termination fee" and $19.7 million of deal costs associated with the transaction are reflected in selling, general and
administrative expenses in the Condensed Consolidated Statements of Comprehensive Income.
NET SALES SUMMARY
(dollars in thousands)
Fiscal Year Ended(1)
Business Segments:
2022
2021
2020
Sales
Percent
Sales
Percent
Sales
Percent
Commercial Foodservice
$ 2,410,266
59.8 % $ 2,032,761
62.5 % $ 1,510,279
60.1 %
Food Processing
574,465
14.2
480,746
14.8
437,272
17.4
Residential Kitchen
1,048,122
26.0
737,285
22.7
565,706
22.5
Total
$ 4,032,853
100.0 % $ 3,250,792
100.0 % $ 2,513,257
100.0 %
(1)
The company's fiscal year ends on the Saturday nearest to December 31.
28
Results of Operations
The following table sets forth certain items in the consolidated statements of earnings as a percentage of net sales for the
periods presented:
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Restructuring
Merger termination fee
Gain on sale of plant
Impairments
Income from operations
Interest expense and deferred financing amortization, net
Net periodic pension benefit (other than service cost & curtailment)
Curtailment loss
Other expense (income), net
Earnings before income taxes
Provision for income taxes
Net earnings
2022
Fiscal Year Ended(1)
2021
2020
100.0 %
64.1
35.9
19.8
0.2
—
—
—
15.9
2.2
(1.0)
—
0.7
14.0
3.2
10.8 %
100.0 %
63.2
36.8
20.5
0.3
(3.4)
—
—
19.4
1.8
(1.4)
—
—
19.0
4.0
15.0 %
100.0 %
64.9
35.1
21.2
0.5
—
(0.1)
0.6
12.9
3.1
(1.6)
0.6
0.1
10.7
2.4
8.3 %
(1)
The company's fiscal year ends on the Saturday nearest to December 31.
29
Fiscal Year Ended December 31, 2022 as Compared to January 1, 2022
NET SALES. Net sales in fiscal 2022 increased by $782.1 million, or 24.1%, to $4,032.9 million as compared to $3,250.8
million in fiscal 2021. Net sales increased by $433.6 million, or 13.3%, from the fiscal 2021 acquisitions of Novy, Imperial,
Newton CFV, Char-Griller, Kamado Joe and Masterbuilt and the fiscal 2022 acquisitions of Kloppenberg, Proxaut, Icetro, CP
Packaging, Colussi, Escher, and Marco. Excluding acquisitions, net sales increased $348.5 million, or 10.7%, from the prior
year. The impact of foreign exchange rates on foreign sales translated into U.S. Dollars for fiscal 2022 decreased net sales by
approximately $85.0 million. Excluding the impact of foreign exchange and acquisitions, sales increased 13.3% for the year,
including a net sales increase of 16.4% at the Commercial Foodservice Equipment Group, a net sales increase of 14.3% at the
Food Processing Equipment Group and a net sales increase of 4.3% at the Residential Kitchen Equipment Group.
•
•
•
Net sales of the Commercial Foodservice Equipment Group increased by $377.5 million, or 18.6%, to $2,410.3
million in fiscal 2022 as compared to $2,032.8 million in fiscal 2021. Net sales from the acquisitions of Imperial,
Newton CFV, Kloppenberg, Icetro, and Marco, which were acquired on September 24, 2021, November 16, 2021,
April 25, 2022, June 30, 2022, and December 20, 2022, respectively, accounted for an increase of $84.6 million
during fiscal 2022. Excluding the impact of acquisitions, net sales of the Commercial Foodservice Equipment
Group increased $292.9 million, or 14.4%, as compared to the prior year. Excluding the impact of foreign
exchange and acquisitions, net sales increased $333.2 million, or 16.4% at the Commercial Foodservice
Equipment Group. Domestically, the company realized a sales increase of $331.2 million, or 23.1%, to $1,766.3
million, as compared to $1,435.1 million in the prior year. This includes an increase of $70.7 million from recent
acquisitions. Excluding acquisitions, the net increase in domestic sales was $260.5 million, or 18.2%. The increase
in domestic sales is related to improvements in market conditions, consumer demand, and pricing increases.
International sales increased $46.3 million, or 7.7%, to $644.0 million, as compared to $597.7 million in the prior
year. This includes the increase of $13.9 million from recent acquisitions and a decrease of $40.3 million related
to the unfavorable impact of exchange rates. Excluding acquisitions and foreign exchange, the net sales increase in
international sales was $72.7 million, or 12.2%. The increase in international sales is related to improvements in
market conditions, primarily in the European and Latin American markets.
Net sales of the Food Processing Equipment Group increased by $93.8 million, or 19.5%, to $574.5 million in
fiscal 2022, as compared to $480.7 million in fiscal 2021. Net sales from the acquisitions of Proxaut, CP
Packaging, Colussi, and Escher, which were acquired on June 29, 2022, July 12, 2022, July 27, 2022, and
November 10, 2022, respectively, accounted for an increase of $41.3 million during fiscal 2022. Excluding the
impact of acquisitions, net sales of the Food processing Equipment Group increased $52.5 million, or 10.9%, as
compared to the prior year. Excluding the impact of foreign exchange and acquisitions, net sales increased $68.7
million, or 14.3% at the Food Processing Equipment Group. Domestically, the company realized a sales increase
of $63.6 million, or 18.3%, to $410.9 million, as compared to $347.3 million in the prior year. This includes an
increase of $11.3 million from recent acquisitions. Excluding acquisitions, the net increase in domestic sales was
$52.3 million, or 15.1%. The increase in domestic sales reflects growth primarily driven by protein products.
International sales increased $30.2 million, or 22.6%, to $163.6 million, as compared to $133.4 million in the
prior year. This includes the increase of $30.0 million from recent acquisitions and a decrease of $16.2 million
related to the unfavorable impact of exchange rates. Excluding acquisitions and foreign exchange, the net sales
increase in international sales was $16.4 million, or 12.3%. The increase in international sales reflects growth
primarily driven by protein products.
Net sales of the Residential Kitchen Equipment Group increased by $310.8 million, or 42.2%, to $1,048.1 million
in fiscal 2022, as compared to $737.3 million in fiscal 2021. Net sales from the acquisitions of Novy, Char-Griller,
and Kamado Joe and Masterbuilt, which were acquired on July 12, 2021, December 27, 2021, and December 27,
2021, respectively, accounted for an increase of $307.7 million during fiscal 2022. Excluding the impact of
acquisitions, net sales of the Residential Kitchen Equipment Group increased $3.1 million, or 0.4%, as compared
to the prior year. Excluding the impact of foreign exchange and acquisitions, net sales increased $31.6 million, or
4.3% at the Residential Kitchen Equipment Group. Domestically, the company realized a sales increase of $247.5
million, or 54.5%, to $701.9 million, as compared to $454.4 million in the prior year. This includes an increase of
$204.2 million from recent acquisitions. Excluding acquisitions, the net increase in domestic sales was $43.3
million, or 9.5%. The increase in domestic sales reflects the strong demand for our premium appliance brands.
International sales increased $63.3 million, or 22.4% to $346.2 million, as compared to $282.9 million in the prior
year. This includes an increase of $103.5 million from recent acquisitions and a decrease of $28.5 million related
to the unfavorable impact of exchange rates. Excluding acquisitions and foreign exchange, the net sales decrease
in international sales was $11.7 million, or 4.1%. The decrease in international sales was primarily driven by
challenging market conditions in the European market.
30
GROSS PROFIT. Gross profit increased by $251.7 million to $1,446.6 million in fiscal 2022 from $1,194.9 million in fiscal
2021, primarily reflecting higher sales volumes related to improvements in market conditions and consumer demand, partially
offset by the unfavorable impact of foreign exchange rates of $33.1 million. The gross profit margin rate decreased to 35.9% in
2022 as compared to 36.8% in 2021. The gross margin rate in fiscal 2022 excluding acquisitions and impact of foreign
exchange was 37.5%. Gross profit margins have been negatively impacted by acquisitions, including $17.4 million of
acquisition related inventory step-up charges, along with rising costs of many raw materials and inputs, higher labor rates, and
logistics costs.
•
•
•
Gross profit at the Commercial Foodservice Equipment Group increased by $161.7 million, or 21.5%, to $914.6
million in fiscal 2022 as compared to $752.9 million in fiscal 2021. Gross profit from acquisitions increased gross
profit by $29.8 million. Excluding acquisitions, gross profit increased by $131.9 million related to higher sales
volumes. The impact of foreign exchange rates decreased gross profit by approximately $15.2 million. The gross
profit margin rate increased to 37.9% in fiscal 2022 as compared to 37.0% in the prior year. The gross profit
margin rate in fiscal 2022 excluding acquisitions and the impact of foreign exchange was 38.0%.
Gross profit at the Food Processing Equipment Group increased by $33.2 million, or 19.1%, to $207.4 million in
fiscal 2022 as compared to $174.2 million in fiscal 2021. Gross profit from acquisitions increased gross profit by
$12.2 million. Excluding acquisitions, gross profit increased by $21.0 million related to higher sales volumes. The
impact of foreign exchange rates decreased gross profit by approximately $7.3 million. The gross profit margin
rate decreased to 36.1% in fiscal 2022 as compared to 36.2% in the prior year. The gross profit margin rate in
fiscal 2022 excluding the impact of foreign exchange was 36.9%.
Gross profit at the Residential Kitchen Equipment Group increased by $57.2 million, or 21.3%, to $325.8 million
in fiscal 2022 as compared to $268.6 million in fiscal 2021. Gross profit from acquisitions increased gross profit
by $54.8 million. Excluding acquisitions, gross profit increased by $2.4 million. The impact of foreign exchange
rates decreased gross profit by approximately $10.6 million. The gross margin rate decreased to 31.1% in fiscal
2022 as compared to 36.4% in the prior year. Gross profit margins have been negatively impacted by acquisitions,
including $15.1 million of acquisition related inventory step-up charges. The gross profit margin rate in fiscal
2022 excluding acquisitions and the impact of foreign exchange was 36.6%.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES. Combined selling, general, and administrative expenses
increased by $129.2 million to $797.2 million in fiscal 2022 from $668.0 million in 2021. As a percentage of net sales, selling,
general and administrative expenses amounted to 19.8% in fiscal 2022 and 20.5% in fiscal 2021.
Selling, general and administrative expenses reflect increased costs of $88.1 million associated with acquisitions, including
$22.7 million of non-cash intangible amortization expense. Selling, general and administrative expenses increased from
compensation, selling and commissions expenses, partially offset by lower professional fees and intangible amortization
expense. Foreign exchange rates had a favorable impact of $15.1 million.
RESTRUCTURING EXPENSES. Restructuring expenses increased $2.0 million to $9.7 million from $7.7 million in the
prior year period. In fiscal 2022, restructuring expenses related primarily to headcount reductions and facility consolidations
within the Commercial Foodservice Equipment Group and Residential Kitchen Equipment Group and non-cash restructuring
valuation allowances on balances associated with activities in Russia. During fiscal 2021, restructuring charges related
primarily to headcount reductions and facility consolidations within the Commercial Foodservice Equipment Group.
INCOME FROM OPERATIONS. Income from operations increased $9.6 million to $639.6 million in fiscal 2022 from
$630.0 million in fiscal 2021. Operating income as a percentage of net sales amounted to 15.9% in 2022 as compared to 19.4%
in 2021. During fiscal 2021, the company received approximately $67.7 million in a termination fee, net of deal costs and
taxes. The increase in operating income resulted from increased sales volumes driven by acquisitions and improved market
conditions.
Income from operations in 2022 included $189.3 million of non-cash expenses, including $44.6 million of depreciation
expense, $86.3 million of intangible amortization related to acquisitions and $58.4 million of stock based compensation. This
compares to $160.8 million of non-cash expenses in the prior year, including $42.7 million of depreciation expense, $75.8
million of intangible amortization related to acquisitions and $42.3 million of stock based compensation costs.
31
NON-OPERATING EXPENSES. Non-operating expenses increased $64.7 million to $75.2 million of expense in fiscal 2022
from $10.5 million of expense in fiscal 2021. Net interest expense and deferred financing increased $31.8 million to $89.0
million in fiscal 2022 from $57.2 million in fiscal 2021 reflecting the increase in interest rates and borrowing levels under our
current credit facility. Net periodic pension benefit (other than service costs and curtailment) decreased $2.4 million to $42.7
million in fiscal 2022 from $45.1 million in fiscal 2021. Other expense was $28.9 million during fiscal 2022 as compared to
other income of $1.6 million during fiscal 2021, consisting mainly of foreign exchange losses and gains.
INCOME TAXES. A tax provision of $127.8 million, at an effective rate of 22.7%, was recorded for fiscal 2022 as compared
to $131.0 million at an effective rate of 21.1%, in fiscal 2021. The fiscal 2022 tax provision includes a deferred tax benefit of
approximately $13 million associated with legal entity restructuring the company undertook to integrate and simplify the
company’s business operations. The fiscal 2022 tax provision also reflects higher non-deductible stock compensation expense,
where the prior year included favorable impacts from tax rate changes, tax refunds and adjustments for the finalization of 2020
tax returns. The effective rates in 2022 and 2021 are higher than the federal tax rate of 21% primarily due to state taxes and
foreign tax rate differentials.
32
Fiscal Year Ended January 1, 2022 as Compared to January 2, 2021
NET SALES. Net sales in fiscal 2021 increased by $737.5 million, or 29.3%, to $3,250.8 million as compared to $2,513.3
million in fiscal 2020. Net sales increased by $124.8 million, or 5.0%, from the fiscal 2020 acquisitions of Deutsche, Wild
Goose, United Foodservice Equipment Zhuhai and the fiscal 2021 acquisitions of Novy, Newton CFV, Imperial, Char-Griller,
and Kamado Joe and Masterbuilt. Excluding acquisitions and a disposition, net sales increased $631.8 million, or 25.3%, from
the prior year. The impact of foreign exchange rates on foreign sales translated into U.S. Dollars for fiscal 2021 increased net
sales by approximately $39.5 million. Excluding the impact of foreign exchange, acquisitions and the disposition, sales
increased 23.7% for the year, including a net sales increase of 28.2% at the Commercial Foodservice Equipment Group, a net
sales increase of 9.1% at the Food Processing Equipment Group and a net sales increase of 23.2% at the Residential Kitchen
Equipment Group.
•
•
•
Net sales of the Commercial Foodservice Equipment Group increased by $522.5 million, or 34.6%, to $2,032.8
million in fiscal 2021 as compared to $1,510.3 million in fiscal 2020. Net sales from the acquisitions of Deutsche,
Wild Goose, United Foodservice Equipment Zhuhai, Newton CFV, and Imperial which were acquired on March
2, 2020, December 7, 2020, December 18, 2020, November 16, 2021 and September 24, 2021, respectively,
accounted for an increase of $77.4 million during fiscal 2021. Excluding the impact of acquisitions, net sales of
the Commercial Foodservice Equipment Group increased $445.1 million, or 29.5%, as compared to the prior year.
Excluding the impact of foreign exchange and acquisitions, net sales increased $426.1 million, or 28.2% at the
Commercial Foodservice Equipment Group. Domestically, the company realized a sales increase of $367.2
million, or 34.4%, to $1,435.1 million, as compared to $1,067.9 million in the prior year. This includes an increase
of $61.3 million from recent acquisitions. Excluding acquisitions, the net increase in domestic sales was $305.9
million, or 28.6%. The increase in domestic sales is related to improvements in market conditions and consumer
demand. International sales increased $155.3 million, or 35.1%, to $597.7 million, as compared to $442.4 million
in the prior year. This includes the increase of $16.1 million from recent acquisitions and an increase of $19.0
million related to the favorable impact of exchange rates. Excluding acquisitions and foreign exchange, the net
sales increase in international sales was $120.2 million, or 27.2%. The increase in international sales is related to
improvements in market conditions, primarily in the European and Asian markets.
Net sales of the Food Processing Equipment Group increased by $43.4 million, or 9.9%, to $480.7 million in
fiscal 2021, as compared to $437.3 million in fiscal 2020. Excluding the impact of foreign exchange, net sales
increased $39.6 million, or 9.1% at the Food Processing Equipment Group. Domestically, the company realized a
sales increase of $36.2 million, or 11.6%, to $347.3 million, as compared to $311.1 million in the prior year. The
increase in domestic sales reflects growth driven by both protein and bakery products. International sales
increased $7.2 million, or 5.7%, to $133.4 million, as compared to $126.2 million in the prior year. This includes
an increase of $3.8 million related to the favorable impact of exchange rates. Excluding foreign exchange, the net
sales increase in international sales was $3.4 million, or 2.7%. The increase in international revenues is primarily
driven by protein projects.
Net sales of the Residential Kitchen Equipment Group increased by $171.6 million, or 30.3%, to $737.3 million in
fiscal 2021, as compared to $565.7 million in fiscal 2020. Net sales from the acquisitions of Novy, Char-Griller,
and Kamado Joe and Masterbuilt, which were acquired on July 12, 2021, December 27, 2021, and December 27,
2021, respectively, accounted for an increase of $47.4 million during fiscal 2021. Excluding the impact of
acquisitions and the disposition, net sales of the Residential Kitchen Equipment Group increased $143.3 million,
or 26.2%, as compared to the prior year. Excluding the impact of foreign exchange, acquisitions, and the
disposition, net sales increased $126.6 million, or 23.2% at the Residential Kitchen Equipment Group.
Domestically, the company realized a sales increase of $80.5 million, or 21.5%, to $454.4 million, as compared to
$373.9 million in the prior year. This includes an increase of $3.5 million from recent acquisitions. Excluding
acquisitions, the net increase in domestic sales was $77.0 million, or 20.6%. International sales increased $91.1
million, or 47.5% to $282.9 million, as compared to $191.8 million in the prior year. This includes an increase of
$43.9 million from recent acquisitions and an increase of $16.7 million related to the favorable impact of
exchange rates. Excluding acquisitions, the disposition, and foreign exchange, the net sales increase in
international sales was $49.6 million, or 28.7%. The increase in domestic and international sales reflects the strong
demand for our premium appliance brands and strength in the European market.
33
GROSS PROFIT. Gross profit increased by $312.9 million to $1,194.9 million in fiscal 2021 from $882.0 million in fiscal
2020, primarily reflecting higher sales volumes related to improvements in market conditions and consumer demand and the
favorable impact of foreign exchange rates of $14.0 million. The gross profit margin rate increased to 36.8% in 2021 as
compared to 35.1% in 2020. The gross margin rate in fiscal 2021 excluding acquisitions and impact of foreign exchange was
37.0%.
•
•
•
Gross profit at the Commercial Foodservice Equipment Group increased by $230.7 million, or 44.2%, to $752.9
million in fiscal 2021 as compared to $522.2 million in fiscal 2020. Gross profit from acquisitions increased gross
profit by $27.1 million. Excluding acquisitions, gross profit increased by approximately $203.6 million related to
higher sales volumes. The impact of foreign exchange rates increased gross profit by approximately $6.7 million.
The gross profit margin rate increased to 37.0% in fiscal 2021 as compared to 34.6% in the prior year. The gross
profit margin rate in fiscal 2021 excluding acquisitions and the impact of foreign exchange was 37.1%.
Gross profit at the Food Processing Equipment Group increased by $17.1 million, or 10.9%, to $174.2 million in
fiscal 2021 as compared to $157.1 million in fiscal 2020. The impact of foreign exchange rates increased gross
profit by approximately $2.0 million. The gross profit margin rate increased to 36.2% in fiscal 2021 as compared
to 35.9% in the prior year. The gross profit margin rate in fiscal 2021 excluding the impact of foreign exchange
was 36.1%.
Gross profit at the Residential Kitchen Equipment Group increased by $64.3 million, or 31.5%, to $268.6 million
in fiscal 2021 as compared to $204.3 million in fiscal 2020. Gross profit from acquisitions increased gross profit
by $11.0 million. Excluding acquisitions, gross profit increased by approximately $53.3 million related to higher
sales volumes. The impact of foreign exchange rates increased gross profit by approximately $5.3 million. The
gross margin rate increased to 36.4% in fiscal 2021 as compared to 36.1% in the prior year. The gross profit
margin rate in fiscal 2021 excluding acquisitions and the impact of foreign exchange was 37.5%.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES. Combined selling, general, and administrative expenses
increased by $136.1 million to $668.0 million in fiscal 2021 from $531.9 million in 2020. As a percentage of net sales, selling,
general and administrative expenses amounted to 20.5% in fiscal 2021 and 21.2% in fiscal 2020.
Selling, general and administrative expenses reflect increased costs of $33.0 million associated with acquisitions, including
$11.8 million of non-cash intangible amortization expense. Selling, general and administrative expenses increased
approximately $90.0 million related to compensation costs, professional fees, and commission expense. Increases in
professional fees were driven by the costs associated with our proposed and subsequently terminated acquisition of Welbilt, as
well as overall increased deal activity. Foreign exchange rates had a favorable impact of $6.7 million.
RESTRUCTURING EXPENSES. Restructuring expenses decreased $4.7 million to $7.7 million from $12.4 million in the
prior year period. In fiscal 2021, restructuring expenses related primarily to headcount reductions and facility consolidations
within the Commercial Foodservice Equipment Group. During fiscal 2020, restructuring charges related primarily to headcount
reductions and cost reduction initiatives related to facility consolidations at the Commercial Foodservice Equipment Group and
Residential Kitchen Equipment Group.
IMPAIRMENTS. In fiscal 2020, the company recognized impairment of $11.6 million associated with several trade names in
conjunction with the diminution of value as we assessed current market conditions and future business plans. See Note 3 (f) to
the Consolidated Financial Statements for further information on the annual impairment testing. In addition, the company
recorded an impairment charge of approximately $2.9 million to reflect the fair market value of assets held for sale for a non-
core business within the Residential Kitchen Equipment Group. See Note 13, Restructuring and Acquisition Integration
Initiatives, in the Notes to the Consolidated Financial Statements for further information on restructuring initiatives. In fiscal
2021, there were no impairments recognized in the Consolidated Financial Statements.
34
INCOME FROM OPERATIONS. Income from operations increased $305.6 million to $630.0 million in fiscal 2021 from
$324.4 million in fiscal 2020. Operating income as a percentage of net sales amounted to 19.4% in 2021 as compared to 12.9%
in 2020. The increase in operating income resulted from improved market conditions and increased sales volumes. In addition,
during fiscal 2021, the company received approximately $67.7 million in a termination fee, net of deal costs and taxes.
Operating income in fiscal 2020 included impairment charges related to intangible assets, fixed assets, and assets held for sale.
Income from operations in 2021 included $160.8 million of non-cash expenses, including $42.7 million of depreciation
expense, $75.8 million of intangible amortization related to acquisitions and $42.3 million of stock based compensation. This
compares to $127.7 million of non-cash expenses in the prior year, including $39.1 million of depreciation expense, $69.0
million of intangible amortization related to acquisitions and $19.6 million of stock based compensation costs.
NON-OPERATING EXPENSES. Non-operating expenses decreased $45.9 million to $10.5 million of expense in fiscal 2021
from $56.4 million of expense in fiscal 2020. Net interest expense and deferred financing decreased $21.5 million to $57.2
million in fiscal 2021 from $78.6 million in fiscal 2020 reflecting a reduction in borrowing levels and lower borrowing costs on
our current debt structure. Net periodic pension benefit (other than service costs and curtailment) increased $5.1 million to
$45.1 million in fiscal 2021 from $40.0 million in fiscal 2020, related to the decrease in discount rate used to calculate the
interest cost. During fiscal 2020 a curtailment cost of approximately $14.7 million was recognized as a result of closing the
AGA Group Pension Scheme to future pension accruals.
INCOME TAXES. A tax provision of $131.0 million, at an effective rate of 21.1%, was recorded for fiscal 2021 as compared
to $60.8 million at an effective rate of 22.7%, in fiscal 2020. In comparison to the prior year, the tax provision reflects favorable
tax adjustments for deferred tax rate changes, tax refunds and adjustments for the finalization of 2020 tax returns. The effective
rates in 2021 and 2020 are higher than the federal tax rate of 21% primarily due to state taxes and foreign tax rate differentials.
35
Financial Condition and Liquidity
Total cash and cash equivalents decreased by $18.4 million to $162.0 million at December 31, 2022 from $180.4 million at
January 1, 2022. Total debt increased to $2.7 billion at December 31, 2022 from $2.4 billion at January 1, 2022.
OPERATING ACTIVITIES. Net cash provided by operating activities after changes in assets and liabilities amounted to
$332.6 million as compared to $423.4 million in the prior year.
During fiscal 2022, working capital changes meaningfully impacted operating cash flows primarily driven by increased
inventory of $196.3 million related to the seasonality of acquired businesses, efforts to mitigate supply chain risks and
inflationary impacts.
In connection with the company’s acquisition activities, the company added assets and liabilities from the opening balance
sheets of the acquired businesses in its consolidated balance sheets and accordingly these amounts are not reflected in the net
changes in working capital.
INVESTING ACTIVITIES. During 2022, net cash used for investing activities amounted to $348.3 million. Cash used to
fund acquisitions and investments amounted to $278.8 million. Additionally, $67.3 million was expended, primarily for
upgrades of production equipment and manufacturing facilities.
FINANCING ACTIVITIES. Net cash flows provided by financing activities amounted to $7.6 million in 2022. The
company’s borrowing activities during 2022 included $314.8 million of net proceeds under its Credit Facility. Additionally, the
company repurchased $264.8 million of Middleby common shares during 2022. This was comprised of $15.8 million to
repurchase 90,243 shares of Middleby common stock that were surrendered to the company for withholding taxes related to
restricted stock vestings and $249.0 million used to repurchase 1,553,961 shares of its common stock under a repurchase
program.
At December 31, 2022, the company was in compliance with all covenants pursuant to its borrowing agreements. The company
believes that its current capital resources, including cash and cash equivalents, cash expected to be generated from operations,
funds available from its current lenders and access to the credit and capital markets will be sufficient to finance its operations,
debt service obligations, capital expenditures, product development and expenditures for the foreseeable future.
Material Cash Requirements
The company's material cash requirements from contractual obligations primarily consist of long-term debt obligations,
operating lease obligations, tax obligations and contingent purchase price payments to the sellers that were deferred in
conjunction with various acquisitions. See Notes 3, 5 and 7 to the Consolidated Financial Statements for further information.
Related Party Transactions
From January 2, 2022, through the date hereof, there were no transactions between the company, its directors and executive
officers that are required to be disclosed pursuant to Item 404 of Regulation S-K, promulgated under the Securities and
Exchange Act of 1934, as amended.
36
Critical Accounting Policies and Estimates
Management's discussion and analysis of financial condition and results of operations are based upon the company's
consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires the company to make significant estimates and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses as well as related disclosures. On an ongoing basis,
the company evaluates its estimates and judgments based on historical experience and various other factors that are believed to
be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions
and any such differences could be material to our consolidated financial statements.
Revenue Recognition
Revenue is recognized when the control of the promised goods or services are transferred to our customers, in an amount that
reflects the consideration that we expect to receive in exchange for those goods or services.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and represents the unit
of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when,
or as, the performance obligation is satisfied. The company’s contracts can have multiple performance obligations or just a
single performance obligation. For contracts with multiple performance obligations, the contract’s transaction price is allocated
to each performance obligation using the company’s best estimate of the standalone selling price of each distinct good or
service in the contract.
Within the Commercial Foodservice Equipment and Residential Foodservice Equipment Groups, the estimated standalone
selling price of equipment is based on observable prices. Within the Food Processing Equipment Group, the company estimates
the standalone selling price based on expected cost to manufacture the good or complete the service plus an appropriate profit
margin.
Control may pass to the customer over time or at a point in time. In general, the Commercial Foodservice Equipment and
Residential Foodservice Equipment Groups recognize revenue at the point in time control transfers to their customers based on
contractual shipping terms. Revenue from equipment sold under our long-term contracts within the Food Processing Equipment
group is recognized over time as the equipment is manufactured and assembled. Installation services provided in connection
with the delivery of the equipment are also generally recognized as those services are rendered. Over time transfer of control is
measured using an appropriate input measure (e.g., costs incurred or direct labor hours incurred in relation to total estimate).
These measures include forecasts based on the best information available and therefore reflect the company's judgment to
faithfully depict the transfer of the goods.
Inventories
Inventories are stated at the lower of cost or net realizable value using the first-in, first-out method for the majority of the
company’s inventories. The company evaluates the need to record valuation adjustments for inventory on a regular basis. The
company’s policy is to evaluate all inventories including raw material, work-in-process, finished goods, and spare
parts. Inventory in excess of estimated usage requirements is written down to its estimated net realizable value. Inherent in the
estimates of net realizable value are estimates related to our future manufacturing schedules, customer demand, possible
alternative uses, and ultimate realization of potentially excess inventory.
Goodwill and Indefinite-Life Intangibles
The company’s business acquisitions result in the recognition of goodwill and other intangible assets, which are a significant
portion of the company’s total assets. Goodwill represents the excess of acquisition costs over the fair value of the net tangible
assets and identifiable intangible assets acquired in a business combination. Identifiable intangible assets are recognized
separately from goodwill and include trademarks and trade names, technology, customer relationships and other specifically
identifiable assets. Trademarks and trade names are deemed to be indefinite-lived. Goodwill and indefinite-lived intangible
assets are not amortized but are subject to impairment testing.
On an annual basis on the first day of the fourth quarter, or more frequently if triggering events occur, the company performs an
impairment assessment for goodwill and indefinite-lived intangible assets. The company considers qualitative factors to assess
if it is more likely than not that the fair value of goodwill and indefinite-lived intangible assets is below the carrying value.
37
In conducting a qualitative assessment, the company analyzes a variety of events or factors that may influence the fair value of
the reporting unit including, but not limited to: the results of prior quantitative assessments performed; changes in the carrying
amount of the reporting unit; actual and projected revenue and operating margin; relevant market data for both the company and
its peer companies; industry outlooks; macroeconomic conditions; liquidity; changes in key personnel; and the company's
competitive position. Significant judgment is used to evaluate the totality of these events and factors to make the determination
of whether it is more likely than not that the fair value of the reporting unit or indefinite-life intangible is less than its carrying
value.
Goodwill Valuations
The reporting units at which we test goodwill for impairment are our operating segments. These consist of the Commercial
Foodservice Equipment Group, the Food Processing Equipment Group and the Residential Kitchen Equipment Group. If the
fair value is less than its carrying value, an impairment loss, if any, is recorded for the difference between the implied fair value
and the carrying value of goodwill.
In performing a quantitative assessment, if required, the company estimates each reporting unit's fair value under an income
approach using a discounted cash flow model. The income approach uses each reporting unit's projection of estimated operating
results and cash flows that are discounted using a market participant discount rate based on a weighted-average cost of capital.
The financial projections reflect management's best estimate of economic and market conditions over the projected period
including forecasted revenue growth, operating margins, tax rate, capital expenditures, depreciation, amortization and changes
in working capital requirements. Other assumptions include discount rate and terminal growth rate. The estimated fair value of
each reporting unit is compared to their respective carrying values. Additionally, the company validates the estimates of fair
value under the income approach by comparing the fair value estimate using a market approach. A market approach estimates
fair value by applying cash flow multiples to the reporting unit's operating performance. The multiples are derived from
comparable publicly traded companies with similar operating and investment characteristics of the reporting units. The
company considers the implied control premium and conclude whether it is reasonable based on other recent market
transactions.
The company performed a qualitative assessment as of October 2, 2022. As a result of the financial performance indicators for
the Residential Kitchen reporting unit, the company completed a quantitative analysis. The fair value of the reporting unit
exceeded its carrying value by nearly 20% and no impairment of goodwill was recognized. As a result of the qualitative
assessment for the other two reporting units, the company determined it is more likely than not that the fair value of our
reporting units are greater than the carrying amounts.
In estimating the fair value of its reporting units, management relies on a number of factors, including operating results,
business plans, economic projections, anticipated future cash flows, comparable transactions and other market data. There are
inherent uncertainties related to these factors and management’s judgment in applying them in the impairment tests of goodwill.
If actual results are not consistent with management's estimate and assumptions, a material impairment could have an adverse
effect on the company's financial condition and results of operations.
38
Indefinite-Life Intangible Valuations
In performing a quantitative assessment of indefinite-life intangible assets other than goodwill, primarily trademarks and trade
names, we analyze the variety of events or factors that may impact the fair value of the indefinite-life intangible, including, but
not limited to: macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and
other relevant factors. We estimate the fair value of these intangible assets using the relief-from-royalty method which requires
assumptions related to projected revenues from our long-range plans; assumed royalty rates that could be payable if we did not
own the trademark; and a discount rate using a market based weighted-average cost of capital. If the estimated fair value of the
indefinite-life intangible asset is less than its carrying value, we would recognize an impairment loss.
Based on the qualitative assessment as of October 2, 2022, the company identified several trademarks and trade names with
indicators of potential risk for impairment and performed quantitative assessments. In performing the quantitative analysis on
these trademark assets, significant assumptions used in our relief-from-royalty model included revenue growth rates, assumed
royalty rates and the discount rate, which are discussed further below.
•
•
•
Revenue growth rates relate to projected revenues from our long-range plans and vary from brand to brand. Adverse
changes in the operating environment or our inability to grow revenues at the forecasted rates may result in a material
impairment charge.
In determining royalty rates for the valuation of our trademarks, we considered factors that affect the assumed royalty
rates that would hypothetically be paid for the use of the trademarks. The most significant factors in determining the
assumed royalty rates include the overall role and importance of the trademarks in the particular industry, the
profitability of the products utilizing the trademarks, and the position of the trademarked products in the given market
segment.
In developing discount rates for the valuation of our trademarks, we used the market based weighted average cost of
capital, adjusted for higher relative level of risks associated with doing business in other countries, as applicable, as
well as the higher relative levels of risks associated with intangible assets.
As a result of the quantitative testing the company determined there were no impairments of trademarks. The gross value of the
trademarks tested was approximately $220 million. The fair values of the trademarks exceeded their carrying values by 10% or
more. The company believes the assumptions utilized within the quantitative analysis are reasonable and consistent with
assumptions that would be used by other marketplace participants.
Kamado Joe and Masterbuilt trademarks
The Kamado Joe and Masterbuilt trademarks are at risk at October 2, 2022. The fair value exceeded their carrying value of
approximately $145.0 million by approximately 10%. The company believes the assumptions utilized within the quantitative
analysis are reasonable and consistent with assumptions that would be used by other marketplace participants. Such
assumptions are, however, inherently uncertain, and different assumptions could lead to a different assessment for the
trademarks that could result in a material impairment that would adversely affect our results of operations.
The fair values of all other trademarks exceeded their carrying values by an amount sufficient to not be deemed "at risk." The
company performed a qualitative assessment as of October 2, 2022 for all other trademarks and trade names and determined it
is more like than not that the fair value of its other indefinite-life intangible assets are greater than the carrying amounts.
The company continues to monitor the impacts from the COVID-19 pandemic and subsequent accelerated recovery, along with
inflationary impacts from the war in Ukraine to assess the outlook for demand of its products and the impact on its business and
financial performance. If actual results are not consistent with management's estimate and assumptions, a material impairment
charge of our trademarks and trade names could occur, which could have an adverse effect on the company's financial condition
and results of operations.
39
Convertible Debt
The company issued convertible debt with debt and equity components. The company evaluated the different components and
features of the hybrid instrument and determined whether certain elements were embedded derivative instruments which require
bifurcation. Components of convertible debt instruments that upon conversion may be settled fully in cash or partly in cash
based on a net-share settlement basis are accounted for separately as long-term debt and equity when the conversion feature of
the convertible bonds constitute an embedded equity instrument. When an equity instrument is identified, proceeds from
issuance are allocated between debt and equity by measuring first the liability component and then determining the equity
component as a residual amount. Prior to January 3, 2021, the liability component was measured as the fair value of a similar
nonconvertible debt, which results in the recognition of a debt discount. The debt discount amortizes to interest expense, net
within the Consolidated Statements of Earnings, using the effective interest method based on the expected maturity of the debt.
The equity component is reported in additional paid-in capital within the Consolidated Statement of Changes in Stockholders'
Equity and is not remeasured as long as it continues to meet the conditions for equity classification.
The company allocated transaction costs related to the issuance of convertible debt using the same proportions as the proceeds
from the convertible debt. Transaction costs attributable to the liability component are recorded as a direct deduction from the
related debt liability in the Consolidated Balance Sheets and are amortized to interest expense, net within the Consolidated
Statements of Earnings over the term of the convertible debt using the effective interest rate method. Transaction costs
attributable to the equity component are netted within additional paid-in capital within the Consolidated Statement of
Stockholders' Equity.
Effective January 3, 2021, the company early adopted ASU 2020-06 using the modified retrospective approach. The convertible
debt is now accounted for as a single liability and therefore the company no longer recognized any amortization of debt
discounts as non-cash interest expense.
For additional information regarding the company's convertible debt, see Note 5, Financing Arrangements, in the Notes to the
Consolidated Financial Statements.
Pension Benefits
The company sponsors pension benefits to certain employees. The accounting for these plans depends on assumptions made by
management, which are used by actuaries the company engages to calculate the projected and accumulated obligations and the
annual expense recognized for these plans. These assumptions include expected long-term rate of return on plan assets and
discount rates.
The amount of unrecognized actuarial gains and losses recognized in the current year’s operations is based on amortizing the
unrecognized gains or losses for each plan that exceed the larger of 10% of the projected benefit obligation or the fair value of
plan assets, also known as the corridor. The amount of unrecognized gain or loss that exceeds the corridor is amortized over the
average future service of the plan participants or the average life expectancy of inactive plan participants for plans where all or
almost all of the plan participants are inactive. While we believe that our assumptions are appropriate, significant differences in
our actual experience or significant changes in our assumptions may materially affect our pension obligations and our future
expense.
Income taxes
The company provides deferred income tax assets and liabilities based on the estimated future tax effects of differences
between the financial and tax bases of assets and liabilities based on currently enacted tax laws. The company’s deferred and
other tax balances are based on management’s interpretation of the tax regulations and rulings in numerous taxing jurisdictions.
Income tax expense and liabilities recognized by the company also reflect its best estimates and assumptions regarding, among
other things, the level of future taxable income, the effect of the company’s various tax planning strategies and uncertain tax
positions. Future tax authority rulings and changes in tax laws, changes in projected levels of taxable income and future tax
planning strategies could affect the actual effective tax rate and tax balances recorded by the company. The company follows
the provisions under ASC 740-10-25 that provides a recognition threshold and measurement criteria for the financial statement
recognition of a tax benefit taken or expected to be taken in a tax return. Tax benefits are recognized only when it is more likely
than not, based on the technical merits, that the benefits will be sustained on examination. Tax benefits that meet the more-
likely-than-not recognition threshold are measured using a probability weighting of the largest amount of tax benefit that has
greater than 50% likelihood of being realized upon settlement. Whether the more-likely-than-not recognition threshold is met
for a particular tax benefit is a matter of judgment based on the individual facts and circumstances evaluated in light of all
available evidence as of the balance sheet date.
40
New Accounting Pronouncements
See Note 3(r) to the Consolidated Financial Statements for further information on the new accounting pronouncements.
Certain Risk Factors That May Affect Future Results
An investment in shares of the company's common stock involves risks. The company believes the risks and uncertainties
described in "Item 1A. Risk Factors" and in "Special Note Regarding Forward-Looking Statements" are the material risks it
faces. Additional risks and uncertainties not currently known to the company or that it currently deems immaterial may impair
its business operations. If any of the risks identified in "Item 1A. Risk Factors" actually occurs, the company's business, results
of operations and financial condition could be materially adversely affected, and the trading price of the company's common
stock could decline.
41
Item 7A. Quantitative and Qualitative Disclosure about Market Risk
The company is exposed to certain market risks that exist as part of its ongoing business operations, including fluctuations in
changes in interest rates, foreign currency exchange rates and price volatility for certain commodities. The company does not
hold or issue derivative financial instruments for trading or speculative purposes.
Interest Rate Risk
The company is exposed to market risk related to changes in interest rates. The following table summarizes the maturity of the
company's debt obligations:
2023
2024
2025
2026
2027 and thereafter
Variable Rate
Debt
$
45,583
43,788
780,826
1,850,752
1,375
$ 2,722,324
The company is exposed to interest rate risk on its floating-rate debt. The company has entered into interest rate swaps to fix the
interest rate applicable to certain of its variable-rate debt. The agreements swap one-month LIBOR for fixed rates. In February
2022, the company entered into an additional floating-to-fixed interest rate swap agreement that uses a daily Secured Overnight
Financing Rate ("SOFR") in lieu of LIBOR. The company has designated these swaps as cash flow hedges and all changes in
fair value of the swaps are recognized in accumulated other comprehensive income. As of December 31, 2022, the fair value of
these instruments was an asset of $65.0 million. The change in fair value of these swap agreements in the first twelve months of
2022 was a gain of $61.6 million, net of taxes. The potential net loss on fair value for such instruments from a hypothetical 10%
adverse change in quoted interest rates would not have a material impact on the company's financial position, results of
operations and cash flows.
The company has Convertible Notes that were issued in August 2020, which carry a fixed annual interest rate of 1.00%. As
such, the company does not have economic interest rate exposure on the Convertible Notes. The fair value of the Convertible
Notes is subject to interest rate risk, market risk and other factors due to its conversion feature. The fair value of the Convertible
Notes is also affected by the price and volatility of the company’s common stock and will generally increase or decrease as the
market price of our common stock changes. The interest and market value changes affect the fair value of the Convertible Notes
but do not impact the company’s financial position, cash flows or results of operations due to the fixed nature of the debt
obligation. Additionally, the company carries the Convertible Notes at face value, less any unamortized discount on the balance
sheet and presents the fair value for disclosure purposes only.
Foreign Exchange Derivative Financial Instruments
The company uses derivative financial instruments, principally foreign currency forward purchase and sale contracts with terms
of less than one year, to hedge its exposure to changes in foreign currency exchange rates. The company’s primary hedging
activities are to mitigate its exposure to changes in exchange rates on intercompany and third-party trade receivables and
payables. The company does not currently enter into derivative financial instruments for speculative purposes. In managing its
foreign currency exposures, the company identifies and aggregates naturally occurring offsetting positions and then hedges
residual balance sheet exposures. The potential loss on fair value for such instruments from a hypothetical 10% adverse change
in quoted foreign exchange rates would not have a material impact on the company's financial position, results of operations
and cash flows.
Derivative financial instruments are recognized on the balance sheet as either an asset or a liability measured at fair value.
Changes in the market value and the related foreign exchange gains and losses are recorded in the statement of earnings.
42
Item 8. Financial Statements and Supplementary Data
Reports of Independent Registered Public Accounting Firm (PCAOB ID:42)
Consolidated Balance Sheets
Consolidated Statements of Earnings
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
The following consolidated financial statement schedule is included in response to Item 15
Schedule II - Valuation and Qualifying Accounts and Reserves
Page
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49
50
51
52
53
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All other schedules for which provision is made to applicable regulation of the Securities and Exchange Commission are not
required under the related instruction or are inapplicable and, therefore, have been omitted.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of The Middleby Corporation
Opinion on Internal Control over Financial Reporting
We have audited The Middleby Corporation’s internal control over financial reporting as of December 31, 2022, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 Framework), (the COSO criteria). In our opinion, The Middleby Corporation (the Company)
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the
COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s
assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal
controls of Kloppenberg, Proxaut, Icetro, CP Packaging, Colussi, Escher and Marco which are included in the 2022
consolidated financial statements of the Company and constituted 6.0% and 0.2% of total and net assets, respectively, as of
December 31, 2022 and 1.7% and (0.5)% of net sales and net earnings, respectively, for the year then ended. Our audit of
internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial
reporting of Kloppenberg, Proxaut, Icetro, CP Packaging, Colussi, Escher and Marco.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and January 1, 2022, the related
consolidated statements of earnings, comprehensive income, changes in stockholders' equity and cash flows for each of the
three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at
Item 8 and our report dated March 1, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) 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 management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Chicago, Illinois
March 1, 2023
44
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of The Middleby Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Middleby Corporation (the Company) as of December
31, 2022 and January 1, 2022, the related consolidated statements of earnings, comprehensive income, changes in stockholders'
equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial
statement schedule listed in the Index at Item 8 (collectively referred to as the “consolidated financial statements”). In our
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at
December 31, 2022 and January 1, 2022, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework), and our report dated March 1, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as
a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.
45
Description of the
Matter
Accounting for acquisitions
As described in Note 2 of the consolidated financial statements, the Company completed its
acquisition of Novy Invest NV for net consideration of approximately $267 million on July 12,
2021 and its acquisition of Kamado Joe and Masterbuilt for net consideration of approximately
$406 million on December 27, 2021. Each transaction was accounted for as a business
combination. The Company finalized the fair value allocations for each acquisition in 2022.
Auditing the Company's accounting for its acquisitions of Novy Invest NV and Kamado Joe and
Masterbuilt was complex due to the significant estimation uncertainty in determining the fair
value of identified intangible assets of approximately $131 million and $187 million, respectively,
which principally consisted of trade names. The significant estimation uncertainty was primarily
due to the sensitivity of the respective fair values to underlying assumptions about the future
performance of each acquired business. The Company used discounted cash flow models to
measure the trade names intangible assets. The significant assumptions used to estimate the value
of the trade names intangible assets include revenue growth rates, discount rates, and royalty rates.
These significant assumptions are forward-looking and could be affected by future economic and
market conditions.
How We Addressed
the Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of the
Company's controls over accounting for the acquisitions of Novy Invest NV and Kamado Joe and
Masterbuilt, including controls over the determination of the fair value of the acquired trade
names intangible assets, and management's evaluation of the underlying assumptions described
above. We also tested management's controls over the completeness and accuracy of the data used
in the valuation models.
To test the estimated fair value of the trade names intangible assets, we performed audit
procedures that included, among others, evaluating the Company's selection of the valuation
methodologies, evaluating the methods and significant assumptions used by the Company's
valuation specialist, and evaluating the completeness and accuracy of the underlying data
supporting the significant assumptions and estimates. We compared the assumptions related to the
revenue growth rate to the past performance of each company, the Company's history related to
similar acquisitions, and third-party industry data. We tested the assumptions related to discount
rates and royalty rates to the Company’s history related to similar acquisitions and third-party
industry data. We involved a valuation specialist to assist with our evaluation of the
methodologies used by the Company and significant assumptions included in the fair value
estimates.
Valuation of Kamado Joe and Masterbuilt indefinite-lived intangible assets
At December 31, 2022, the carrying value of the Kamado Joe and Masterbuilt indefinite-lived
intangible assets was approximately $145 million, which consists of trade names. As discussed in
Note 3 to the consolidated financial statements, indefinite-lived intangibles assets are tested for
impairment at least annually, in the fiscal fourth quarter, or when impairment indicators are
present at the intangible asset level.
Auditing management’s assessment of the estimated fair value of the Kamado Joe and Masterbuilt
indefinite-lived intangible assets was complex due to the judgmental nature of the assumptions
used in the valuation process. The fair value estimates were sensitive to significant assumptions
including future revenues and royalty rates.
Description of the
Matter
46
How We Addressed
the Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of
controls over the Company’s indefinite-lived intangible asset fair value assessment process. This
included testing controls over management’s review over the projected financial information and
significant assumptions used in the valuation models to estimate fair value of the indefinite-lived
intangible assets.
To test the estimated fair values of the Kamado Joe and Masterbuilt indefinite-lived intangible
assets, we performed audit procedures that included, among others, assessing methodologies used
in the models and testing the significant assumptions discussed above. This included comparing
the significant assumptions used by management to current industry and economic trends, changes
to the Company’s business models and other relevant factors. We assessed the reasonableness of
management’s projections used in the fair value calculations and obtained support for initiatives
supporting these projections. We also compared previous forecasts to actual results to assess
management’s forecasting process. To assess the discount rates, we reviewed the methodology
used by the Company and considered each input relative to current economic factors. We
performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value
of the indefinite-lived intangible asset that would result from changes in the assumptions. In
addition, we tested the mathematical accuracy of the models.
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2012.
Chicago, Illinois
March 1, 2023
47
THE MIDDLEBY CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2022 AND JANUARY 1, 2022
(amounts in thousands, except share data)
2022
2021
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net of reserve for doubtful accounts of $20,295 and $18,770
Inventories, net
Prepaid expenses and other
Prepaid taxes
Total current assets
Property, plant and equipment, net of accumulated depreciation of $299,572 and $266,203
Goodwill
Other intangibles, net of amortization of $503,034 and $442,208
Long-term deferred tax assets
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt
Accounts payable
Accrued expenses
Total current liabilities
Long-term debt
Long-term deferred tax liability
Accrued pension benefits
Other non-current liabilities
Stockholders' equity:
Preferred stock, $0.01 par value; nonvoting; 2,000,000 shares authorized; none issued
Common stock, $0.01 par value; 63,508,855 and 63,666,020 shares issued in 2022 and
2021, respectively
Paid-in capital
Treasury stock, at cost; 9,814,480 and 8,170,276 shares in 2022 and 2021
Retained earnings
Accumulated other comprehensive loss
Total stockholders' equity
$
162,001 $
631,134
1,077,729
125,640
9,492
2,005,996
443,528
2,411,834
1,794,232
6,738
212,538
180,362
577,142
837,418
92,269
19,894
1,707,085
380,980
2,243,469
1,875,377
33,194
143,493
$ 6,874,866 $ 6,383,598
$
45,583 $
271,374
671,327
988,284
2,676,741
220,204
14,948
176,942
27,293
304,740
582,855
914,888
2,387,001
186,935
219,680
180,818
—
—
147
408,376
(831,176)
3,498,872
(278,472)
147
357,309
(566,399)
3,062,303
(359,084)
2,797,747
2,494,276
Total liabilities and stockholders' equity
$ 6,874,866 $ 6,383,598
The accompanying Notes to Consolidated Financial Statements
are an integral part of these consolidated financial statements.
48
THE MIDDLEBY CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE FISCAL YEARS ENDED DECEMBER 31, 2022, JANUARY 1, 2022
AND JANUARY 2, 2021
(amounts in thousands, except per share data)
Net sales
Cost of sales
Gross profit
Selling, general, and administrative expenses
Restructuring expenses
Merger termination fee
Gain on sale of plant
Impairments
Income from operations
Interest expense and deferred financing amortization, net
Net periodic pension benefit (other than service cost & curtailment)
Curtailment loss
Other expense (income), net
Earnings before income taxes
Provision for income taxes
Net earnings
Net earnings per share:
Basic
Diluted
Weighted average number of shares
Basic
Dilutive common stock equivalents
Diluted
2022
2021
$ 4,032,853 $ 3,250,792 $ 2,513,257
1,631,209
882,048
2,586,299
1,446,554
2,055,932
1,194,860
2020
797,234
9,716
—
—
—
639,604
88,977
(42,681)
—
28,893
564,415
127,846
436,569 $
667,976
7,655
(110,000)
(763)
—
629,992
57,157
(45,066)
—
(1,603)
619,504
131,012
488,492 $
531,897
12,375
—
(1,982)
15,327
324,431
78,617
(39,996)
14,682
3,071
268,057
60,763
207,294
8.07 $
7.95 $
8.85 $
8.62 $
3.76
3.76
54,095
852
54,947
55,216
1,449
56,665
55,093
43
55,136
$
$
$
The accompanying Notes to Consolidated Financial Statements
are an integral part of these consolidated financial statements.
49
THE MIDDLEBY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE FISCAL YEARS ENDED DECEMBER 31, 2022, JANUARY 1, 2022
AND JANUARY 2, 2021
(amounts in thousands)
2022
2021
2020
Net earnings
$
436,569
$
488,492
$
207,294
Other comprehensive income (loss):
Foreign currency translation adjustments
Pension liability adjustment, net of tax
Unrealized gain (loss) on interest rate swaps, net of tax
Unrealized (loss) gain on certain investments, net of tax
Other comprehensive income (loss):
Comprehensive income
(107,691)
127,995
61,638
(1,330)
(47,693)
151,223
24,484
1,330
55,744
(172,583)
(20,656)
—
80,612
$
129,344
$
(137,495)
517,181
$
617,836
$
69,799
$
$
The accompanying Notes to Consolidated Financial Statements
are an integral part of these consolidated financial statements.
50
THE MIDDLEBY CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE FISCAL YEARS ENDED DECEMBER 31, 2022, JANUARY 1, 2022
AND JANUARY 2, 2021
(amounts in thousands)
Common
Stock
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income/(loss)
Total
Stockholders'
Equity
Balance, December 28, 2019
$
145 $ 387,402 $ (451,262) $ 2,361,462 $
(350,933) $
1,946,814
Net earnings
Currency translation adjustments
Change in unrecognized pension benefit costs, net of tax of
$(40,426)
Unrealized loss on interest rate swap, net of tax of $(7,147)
Stock compensation
Stock issuance
Purchase of treasury stock
Equity component of issuance of convertible notes
Balance, January 2, 2021
Net earnings
Adoption of ASU 2020-06 (1)
Currency translation adjustments
Change in unrecognized pension benefit costs, net of tax of
$49,589
Unrealized gain on interest rate swap, net of tax of $8,619
Unrealized gain on certain investments, net of tax of $443
Stock compensation
Stock issuance
Purchase of treasury stock
Purchase of capped calls, net of tax of $(13,132)
Balance, January 1, 2022
Net earnings
Currency translation adjustments
Change in unrecognized pension benefit costs, net of tax of
$37,475
Unrealized gain on interest rate swap, net of tax of $21,337
Unrealized loss on certain investments, net of tax of $(443)
Stock compensation
Purchase of treasury stock
Purchase of capped calls, net of tax of $(2,354)
—
—
—
—
—
2
—
—
—
—
—
—
19,613
25,985
—
308
—
—
—
—
—
—
(85,872)
—
207,294
—
—
—
—
—
—
—
—
55,744
207,294
55,744
(172,583)
(172,583)
(20,656)
(20,656)
—
—
—
—
19,613
25,987
(85,872)
308
$
147 $ 433,308 $ (537,134) $ 2,568,756 $
(488,428) $
1,976,649
—
—
—
—
—
—
—
—
—
—
—
(79,430)
—
—
—
—
42,330
2,522
—
—
—
—
—
—
—
—
—
(29,265)
(41,421)
—
488,492
5,055
—
—
—
—
—
—
—
—
—
—
(47,693)
151,223
24,484
1,330
—
—
—
—
488,492
(74,375)
(47,693)
151,223
24,484
1,330
42,330
2,522
(29,265)
(41,421)
$
147 $ 357,309 $ (566,399) $ 3,062,303 $
(359,084) $
2,494,276
—
—
—
—
—
—
—
—
—
—
—
—
—
58,368
—
—
—
—
—
—
—
(264,777)
(7,301)
—
436,569
—
436,569
—
—
—
—
—
—
—
(107,691)
(107,691)
127,995
127,995
61,638
(1,330)
—
—
—
61,638
(1,330)
58,368
(264,777)
(7,301)
Balance, December 31, 2022
$
147 $ 408,376 $ (831,176) $ 3,498,872 $
(278,472) $
2,797,747
(1) As of January 3, 2021 the company adopted ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an
Entity’s Own Equity using the modified retrospective method. The adoption of this guidance resulted in a $79.4 million reduction to paid-in
capital, net of tax of $25.5 million, and the recognition of $5.1 million as an adjustment to the opening balance of retained earnings, net of tax
of $1.6 million.
The accompanying Notes to Consolidated Financial Statements
are an integral part of these consolidated financial statements.
51
THE MIDDLEBY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FISCAL YEARS ENDED DECEMBER 31, 2022, JANUARY 1, 2022
AND JANUARY 2, 2021
(amounts in thousands)
Cash flows from operating activities—
Net earnings
2022
2021
2020
$
436,569 $
488,492 $
207,294
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation and amortization
138,061
125,243
110,532
Amortization of discount and issuance costs on convertible notes
Non-cash share-based compensation
Deferred income taxes
Net periodic pension benefit (other than service costs)
Gain on sale of plant
Impairments
Non-cash restructuring
Other non-cash items
Changes in assets and liabilities, net of acquisitions
Accounts receivable, net
Inventories, net
Prepaid expenses and other assets
Accounts payable
Accrued expenses and other liabilities
Net cash provided by operating activities
Cash flows from investing activities—
Net additions to property, plant and equipment
Proceeds from sale of property, plant and equipment
Purchase of intangible assets
Acquisitions, net of cash acquired
Net cash used in investing activities
Cash flows from financing activities—
Proceeds under Credit Facility
Repayments under Credit Facility
Proceeds from issuance of convertible notes, net of issuance costs
Premiums paid for capped call
Net (repayments) proceeds under foreign bank loan
Payments of deferred purchase price
Repurchase of treasury stock
Debt issuance costs
Other, net
Net cash provided by (used in) financing activities
Effect of exchange rates on cash and cash equivalents
Changes in cash and cash equivalents—
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Non-cash investing and financing activities:
—
58,368
(6,642)
(42,681)
—
—
—
—
42,330
6,863
(45,066)
(763)
—
1,924
(12,127)
(11,805)
(28,392)
(93,988)
(196,313)
(198,264)
(5,201)
(47,742)
38,652
332,552
10,853
61,336
36,244
7,971
19,613
16,421
(25,314)
(1,982)
15,327
—
—
90,399
66,690
782
(3,015)
20,067
423,399
524,785
(67,289)
(46,551)
—
(2,233)
6,290
(5,000)
(278,797)
(963,600)
(348,319)
(1,008,861)
(34,849)
14,147
(7,052)
(79,003)
(106,757)
1,870,000
1,739,101
2,567,305
(1,555,250)
(1,135,058)
(3,345,770)
—
(9,655)
(24,470)
(7,930)
—
729,933
(54,553)
(104,650)
(2,030)
(5,861)
(264,777)
(29,265)
—
(287)
7,631
(10,225)
(9,242)
(303)
502,789
(5,068)
(18,361)
(87,741)
180,362
162,001 $
268,103
180,362 $
$
1,305
(3,700)
(85,872)
(10,974)
(45)
(252,468)
8,043
173,603
94,500
268,103
Stock issuance related to acquisition and purchase of intangible assets
—
2,522
15,869
The accompanying Notes to Consolidated Financial Statements
are an integral part of these consolidated financial statements.
52
THE MIDDLEBY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEARS ENDED DECEMBER 31, 2022, JANUARY 1, 2022
AND JANUARY 2, 2021
(1)
NATURE OF OPERATIONS
The Middleby Corporation (the "company") is engaged in the design, manufacture and sale of commercial foodservice, food
processing equipment and residential kitchen equipment. The company manufactures and assembles this equipment at forty-one
U.S. and thirty-four international manufacturing facilities. The company operates in three business segments: 1) the
Commercial Foodservice Equipment Group, 2) the Food Processing Equipment Group and 3) the Residential Kitchen
Equipment Group.
The Commercial Foodservice Equipment Group has a broad portfolio of foodservice equipment, which enable it to serve
virtually any cooking, warming, refrigeration, freezing and beverage application within a commercial kitchen or foodservice
operation. This equipment is used across all types of foodservice operations, including quick-service restaurants, full-service
restaurants, convenience stores, retail outlets, hotels and other institutions. The products offered by this group include conveyor
ovens, combi-ovens, convection ovens, baking ovens, proofing ovens, deck ovens, speed cooking ovens, hydrovection ovens,
ranges, fryers, rethermalizers, steam cooking equipment, food warming equipment, catering equipment, heated cabinets,
charbroilers, ventless cooking systems, kitchen ventilation, induction cooking equipment, countertop cooking equipment,
toasters, griddles, charcoal grills, professional mixers, stainless steel fabrication, custom millwork, professional refrigerators,
blast chillers, coldrooms, ice machines, freezers, soft serve ice cream equipment, coffee and beverage dispensing equipment,
home and professional craft brewing equipment, fry dispensers, bottle filling and canning equipment, and IoT solutions.
The Food Processing Equipment Group offers a broad portfolio of processing solutions for customers producing pre-cooked
meat products, such as hot dogs, dinner sausages, poultry and lunchmeats and baked goods such as muffins, cookies and bread.
Through its broad line of products, the company is able to deliver a wide array of cooking solutions to service a variety of food
processing requirements demanded by its customers. The company can offer highly integrated solutions that provide a food
processing operation a uniquely integrated solution providing for the highest level of food quality, product consistency, and
reduced operating costs resulting from increased product yields, increased capacity and greater throughput and reduced labor
costs through automation. The products offered by this group include a wide array of cooking and baking solutions, including
batch ovens, baking ovens, proofing ovens, conveyor belt ovens, continuous processing ovens, frying systems and automated
thermal processing systems. The company also provides a comprehensive portfolio of complementary food preparation
equipment such as tumblers, massagers, grinders, slicers, reduction and emulsion systems, mixers, blenders, formers, battering
equipment, breading equipment, seeding equipment, water cutting systems, food presses, food suspension equipment, filling
and depositing solutions, and forming equipment, as well as a variety of automated loading and unloading systems, automated
washing systems, auto-guided vehicles, food safety, food handling, freezing, defrosting and packaging equipment. This
portfolio of equipment can be integrated to provide customers a highly efficient and customized solution.
The Residential Kitchen Equipment Group has a broad portfolio of innovative and professional-style residential kitchen
equipment. The products offered by this group include ranges, cookers, stoves, cooktops, microwaves, ovens, refrigerators,
dishwashers, undercounter refrigeration, wine cellars, ice machines, beer dispensers, ventilation equipment, mixers, rotisseries
and outdoor cooking equipment.
53
(2) ACQUISITIONS AND PURCHASE ACCOUNTING
The following represents the company's significant acquisitions in 2022 and 2021, the termination of a Merger Agreement, as
well as summarized information on various acquisitions that were not individually material.
Termination of Welbilt Merger
On April 20, 2021, Middleby entered into a Merger Agreement with Welbilt, Inc. Following Welbilt's receipt of an alternative
acquisition proposal, on July 13, 2021, Middleby announced that, under the terms of the Merger Agreement, it would not
exercise its right to propose any modifications to the terms of the Merger Agreement and would allow the match period to
expire. Accordingly, on July 14, 2021, Welbilt delivered to Middleby a written notice terminating the Merger Agreement and,
concurrently with Middleby’s receipt of the termination fee of $110.0 million in cash from Welbilt, the Merger Agreement was
terminated on July 14, 2021.
The termination fee received is reflected in the Consolidated Statements of Comprehensive Earnings as the "merger termination
fee" and $19.7 million of deal costs associated with the transaction are reflected in selling, general and administrative expenses
in the Consolidated Statements of Comprehensive Earnings.
Other 2021 Acquisitions
During 2021, the company completed various acquisitions that were not individually material. The final allocation of
consideration paid for the other 2021 acquisitions is summarized as follows (in thousands):
Cash
Current assets
Property, plant and equipment
Goodwill
Other intangibles
Other assets
Current liabilities
Long-term deferred tax (liability) asset
Other non-current liabilities
Preliminary
Opening Balance
Sheet
Measurement
Period
Adjustments
Adjusted Opening
Balance Sheet
$
6,414 $
(45) $
76,077
19,561
85,270
158,725
2,101
(33,910)
(3,010)
(7,092)
477
(252)
30,968
(31,566)
31
53
3,457
(3,397)
6,369
76,554
19,309
116,238
127,159
2,132
(33,857)
447
(10,489)
Consideration paid at closing
$
304,136 $
(274) $
303,862
Contingent consideration
9,404
(200)
9,204
Net assets acquired and liabilities assumed
$
313,540 $
(474) $
313,066
The long-term deferred tax asset amounted to $0.4 million. The net deferred tax asset is comprised of $0.6 million of deferred
tax asset related to tax loss carryforwards and $0.2 million of deferred tax liability related to the difference between the book
and tax basis on identifiable tangible asset and liability accounts.
The goodwill and $84.6 million of other intangibles associated with the trade names are subject to the non-amortization
provisions of ASC 350. Other intangibles also include $35.4 million allocated to customer relationships, $3.4 million allocated
to developed technology, and $3.8 million allocated to backlog, which are being amortized over periods of 7 years, 7 to 10
years, and 3 months, respectively. Goodwill of $51.2 million and other intangibles of $66.6 million are allocated to the
Residential Kitchen Equipment Group for segment reporting purposes. Goodwill of $65.0 million and other intangibles of $60.6
million are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. Of these assets,
goodwill of $114.2 million and intangibles of $126.0 million are expected to be deductible for tax purposes.
54
One purchase agreement includes earnout provisions providing for contingent payments due to the sellers to the extent certain
financial targets are exceeded and upon the achievement of product rollout targets. One earnout is payable upon the
achievement of product rollout targets. The second earnout is payable during 2026 if the company exceeds certain earnings
targets. The contractual obligation associated with the contingent earnout provisions recognized on the acquisition date amounts
to $9.2 million.
Novy Invest NV
On July 12, 2021, the company completed its acquisition of all of the capital stock of Novy Invest NV ("Novy"), a leading
manufacturer of premium residential ventilation hoods and cook tops located in Belgium, for a purchase price of approximately
$250.9 million, net of cash acquired. The final allocation of consideration paid for the Novy acquisition is summarized as
follows (in thousands):
Cash
Current assets
Property, plant and equipment
Goodwill
Other intangibles
Other assets
Current liabilities
Long-term deferred tax liability
Other non-current liabilities
Preliminary
Opening Balance
Sheet
Measurement
Period
Adjustments
Adjusted Opening
Balance Sheet
$
16,152 $
— $
23,762
17,058
142,741
126,557
26
(23,440)
(33,918)
(1,930)
234
4,383
(6,938)
4,149
173
182
(2,072)
(111)
16,152
23,996
21,441
135,803
130,706
199
(23,258)
(35,990)
(2,041)
Net assets acquired and liabilities assumed
$
267,008 $
— $
267,008
The long-term deferred tax liability amounted to $36.0 million. The deferred tax liability is comprised of $32.7 million related
to the difference between the book and tax basis of identifiable intangible assets and $3.3 million related to the difference
between the book and tax basis on identifiable tangible asset and liability accounts.
The goodwill and $106.6 million of other intangibles associated with the trade names are subject to the non-amortization
provisions of ASC 350. Other intangibles also include $24.1 million allocated to customer relationships, which is being
amortized over a period of 10 years. Goodwill of $135.8 million and other intangibles of $130.7 million from this acquisition
are allocated to the Residential Kitchen Equipment Group for segment reporting purposes. Goodwill and other intangibles are
not expected to be deductible for tax purposes.
55
Kamado Joe and Masterbuilt
On December 27, 2021, the company completed its acquisition of Masterbuilt Holdings, LLC, including its residential outdoor
brands ("Kamado Joe and Masterbuilt"), a leader in outdoor residential cooking located in the Atlanta, Georgia area, for a
purchase price of approximately $403.6 million, net of cash acquired. The purchase price was comprised of $403.6 million in
cash and 12,921 shares of Middleby common stock valued at $2.5 million. During the third quarter of 2022, the company
finalized the purchase price adjustment provided for by the purchase agreement, resulting in a payment to sellers of $2.8
million.
The final allocation of consideration paid for the Kamado Joe and Masterbuilt acquisition is summarized as follows (in
thousands):
Cash
Current assets
Property, plant and equipment
Goodwill
Other intangibles
Other assets
Current liabilities
Long-term deferred tax liability
Other non-current liabilities
Preliminary
Opening Balance
Sheet
Measurement
Period
Adjustments
Adjusted Opening
Balance Sheet
$
5,381 $
(70) $
137,826
7,773
110,052
215,577
2,143
(54,865)
(15,907)
(1,914)
(5,623)
(1,678)
44,490
(28,677)
(1,174)
(8,111)
2,718
946
5,311
132,203
6,095
154,542
186,900
969
(62,976)
(13,189)
(968)
Net assets acquired and liabilities assumed
$
406,066 $
2,821 $
408,887
The long-term deferred tax liability amounted to $13.2 million. The net deferred tax liability is comprised of $2.3 million of
deferred tax asset related to tax loss carryforwards, $4.6 million of deferred tax asset related to the difference between the book
and tax basis of identifiable intangible assets, and $20.1 million of deferred tax liability related to the difference between the
book and tax basis on identifiable tangible asset and liability accounts.
The goodwill and $145.4 million of other intangibles associated with the trade names are subject to the non-amortization
provisions of ASC 350. Other intangibles also include $31.4 million allocated to customer relationships, $3.0 million allocated
to developed technology, and $7.1 million allocated to backlog, which are being amortized over periods of 10 to 12 years, 11
years, and 3 to 6 months, respectively. Goodwill of $154.5 million and other intangibles of $186.9 million of the company are
allocated to the Residential Kitchen Equipment Group for segment reporting purposes. Of these assets, goodwill of $54.5
million and intangibles of $186.9 million are expected to be deductible for tax purposes.
56
Other 2022 Acquisitions
As of December 31, 2022, the company completed various acquisitions that were not individually material. The following
estimated fair values of assets acquired and liabilities assumed are based on the information that was available as of the
acquisition dates for the other 2022 acquisitions and are summarized as follows (in thousands):
Cash
Current assets
Property, plant and equipment
Goodwill
Other intangibles
Long-term deferred tax asset
Other assets
Current portion of long-term debt
Current liabilities
Long term debt
Long-term deferred tax liability
Other non-current liabilities
Preliminary
Opening Balance
Sheet
$
25,860 $
115,264
44,598
139,633
93,147
426
1,420
(22,841)
(57,158)
(5,646)
(23,137)
(19,061)
Preliminary
Measurement
Period
Adjustments
Adjusted Opening
Balance Sheet
144 $
(2,403)
642
4,994
2,112
104
3,034
2,154
(241)
(2,320)
637
(6,157)
26,004
112,861
45,240
144,627
95,259
530
4,454
(20,687)
(57,399)
(7,966)
(22,500)
(25,218)
Consideration paid at closing
$
292,505 $
2,700 $
295,205
Contingent consideration
19,105
3,394
22,499
Net assets acquired and liabilities assumed
$
311,610 $
6,094 $
317,704
The long-term deferred tax liability amounted to $22.5 million. The deferred tax liability is comprised of $19.5 million related
to the difference between the book and tax basis of identifiable intangible assets and $3.0 million related to the difference
between the book and tax basis on identifiable tangible asset and liability accounts.
The goodwill and $42.9 million of other intangibles associated with the trade names are subject to the non-amortization
provisions of ASC 350. Other intangibles also include $38.2 million allocated to customer relationships, $6.2 million allocated
to developed technology, and $8.0 million allocated to backlog, which are being amortized over periods of 7 years, 5 to 10
years, and 3 to 6 months, respectively. Goodwill of $112.3 million and other intangibles of $59.1 million are allocated to the
Food Processing Equipment Group for segment reporting purposes. Goodwill of $30.0 million and other intangibles of $35.4
million are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. Goodwill of $2.3
million and other intangibles of $0.8 million are allocated to the Residential Kitchen Equipment Group for segment reporting
purposes. Of these assets, goodwill of $20.8 million and intangibles of $11.7 million are expected to be deductible for tax
purposes.
Four purchase agreements include earnout provisions providing for a contingent payment due to the sellers for the achievement
of certain targets. Three earnouts are payable to the extent certain EBITDA targets are met with measurement dates ending
between 2022 and 2025. One earnout is payable yearly through 2026 based on product sales. The contractual obligation
associated with the contingent earnout provisions recognized on the acquisition date amount to $22.5 million.
The company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets
acquired and liabilities assumed, but the company is waiting for additional information necessary to finalize those fair values
for all acquisitions completed during 2022. Certain intangible assets are preliminarily valued using historical information from
the Commercial Foodservice Equipment Group, Food Processing Equipment Group and Residential Kitchen Equipment Group
and qualitative assessments of the individual businesses at acquisition date. Specifically, the company estimated the fair values
of the intangible assets based on the percentage of purchase price assigned to similar intangible assets in previous acquisitions.
Thus, the provisional measurements of fair values set forth above are subject to change. The company expects to complete the
purchase price allocation as soon as practicable but no later than one year from the acquisition date.
57
Pro Forma Financial Information
In accordance with ASC 805 Business Combinations, the following unaudited pro forma results of operations for the twelve
months ended December 31, 2022 and January 1, 2022, assumes the 2021 and 2022 acquisitions described above were
completed on January 3, 2021 (first day of fiscal year 2021). The following pro forma results include adjustments to reflect
amortization of intangibles associated with the acquisitions and the effects of adjustments made to the carrying value of certain
assets (in thousands, except per share data):
Net sales
Net earnings
Net earnings per share:
Basic
Diluted
Twelve Months Ended
December 31, 2022
$
4,135,012 $
463,180
January 1, 2022
3,895,490
486,546
$
$
8.56 $
8.43 $
8.81
8.59
The historical consolidated financial information of the company and the acquisitions have been adjusted in the pro forma
information to give effect to pro forma events that are (1) directly attributable to the transactions, (2) factually supportable and
(3) expected to have a continuing impact on the combined results. Pro forma data may not be indicative of the results that
would have been obtained had these acquisitions occurred at the beginning of the periods presented, nor is it intended to be a
projection of future results. Additionally, the pro forma financial information does not reflect the costs which the company has
incurred or may incur to integrate the acquired businesses.
(3)
(a)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements include the accounts of the company and its wholly-owned subsidiaries. All
intercompany accounts and transactions have been eliminated in consolidation. The company's consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States. The
preparation of these financial statements requires the company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses as well as related disclosures. Significant items that are subject to such
estimates and judgments include allowances for doubtful accounts, reserves for excess and obsolete inventories, long-lived and
intangible assets, warranty reserves, insurance reserves, income tax reserves and post-retirement obligations. On an ongoing
basis, the company evaluates its estimates and assumptions based on historical experience and various other factors that are
believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions
or conditions.
The company's fiscal year ends on the Saturday nearest December 31. Fiscal years 2022, 2021, and 2020 ended on
December 31, 2022, January 1, 2022 and January 2, 2021, respectively, and included 52, 52 and 53 weeks, respectively.
Certain prior year amounts have been reclassified to be consistent with current year presentation, including non-cash unrealized
foreign exchange on non-functional currency third party debt, previously reported in changes in assets and liabilities, net of
acquisitions to other non-cash items as an adjustments to reconcile net earnings to cash provided by operating activities on the
Consolidated Statements of Cash Flows.
(b)
Cash and Cash Equivalents
The company considers all short-term investments with original maturities of three months or less when acquired to be cash
equivalents. The company’s policy is to invest its excess cash in interest-bearing deposits with major banks that are subject to
minimal credit and market risk.
58
(c)
Accounts Receivable
Accounts receivable, as shown in the consolidated balance sheets, are net of allowances for doubtful accounts of $20.3 million
and $18.8 million at December 31, 2022 and January 1, 2022, respectively. At December 31, 2022, all accounts receivable are
expected to be collected within one year.
(d)
Inventories
Inventories are composed of material, labor and overhead and are stated at the lower of cost or net realizable value. Costs for
inventory have been determined using the first-in, first-out ("FIFO") method. The company estimates reserves for inventory
obsolescence and shrinkage based on its judgment of future realization. Inventories at December 31, 2022 and January 1, 2022
are as follows (in thousands):
Raw materials and parts
Work in process
Finished goods
(e)
Property, Plant and Equipment
Property, plant and equipment are carried at cost as follows (in thousands):
Land
Building and improvements
Furniture and fixtures
Machinery and equipment
Less accumulated depreciation
$
2022
595,325 $
86,083
396,321
$ 1,077,729 $
2021
421,361
65,581
350,476
837,418
2022
2021
$
$
65,794 $
306,004
59,438
311,864
743,100
(299,572)
443,528 $
54,477
270,812
56,706
265,188
647,183
(266,203)
380,980
Property, plant and equipment are depreciated or amortized on a straight-line basis over their useful lives based on
management's estimates of the period over which the assets will be utilized to benefit the operations of the company. The useful
lives are estimated based on historical experience with similar assets, taking into account anticipated technological or other
changes. The company periodically reviews these lives relative to physical factors, economic factors and industry trends. If
there are changes in the planned use of property and equipment or if technological changes were to occur more rapidly than
anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased
depreciation and amortization expense in future periods.
Following is a summary of the estimated useful lives:
Description
Building and improvements
Furniture and fixtures
Machinery and equipment
Life
20 to 40 years
3 to 7 years
3 to 10 years
Depreciation expense amounted to $44.2 million, $42.7 million and $39.1 million in fiscal 2022, 2021 and 2020, respectively.
Expenditures which significantly extend useful lives are capitalized. Maintenance and repairs are charged to expense as
incurred. Asset impairments are recorded whenever events or changes in circumstances indicate that the recorded value of an
asset is greater than the sum of its expected future undiscounted cash flows. Asset impairments are recorded at the amount by
which the recorded value of an asset exceeds its fair value.
59
(f)
Goodwill and Other Intangibles
The company’s business acquisitions result in the recognition of goodwill and other intangible assets, which are a significant
portion of the company’s total assets. Goodwill represents the excess of acquisition costs over the fair value of the net tangible
assets and identifiable intangible assets acquired in a business combination. Identifiable intangible assets are recognized
separately from goodwill and include trademarks and trade names, technology, customer relationships and other specifically
identifiable assets. Trademarks and trade names are deemed to be indefinite-lived. Goodwill and indefinite-lived intangible
assets are not amortized but are subject to impairment testing.
The company performs the annual impairment assessment for goodwill and indefinite-lived intangible assets as of first day of
the fourth quarter of the fiscal year and more frequently if indicators of impairment exist. The goodwill impairment test is
performed at the reporting unit level. The company initially performs a qualitative analysis to determine if it is more likely than
not that the goodwill balance or indefinite-life intangible asset is impaired. In conducting a qualitative assessment, the company
analyzes a variety of events or factors that may influence the fair value of the reporting unit or indefinite-life intangible,
including, but not limited to: macroeconomic conditions, industry and market considerations, cost factors, overall financial
performance, share price and other relevant factors.
If an indicator of impairment is determined from the qualitative analysis, then the company will perform a quantitative analysis.
The fair value of each reporting unit is compared to its carrying value. If the fair value of the reporting unit is less than its
carrying value, the resulting difference will be a charge to impairment of goodwill in the Consolidated Statements of Earnings
in the period in which the determination is made. Fair value is determined using a combination of present value techniques and
market prices of comparable businesses.
The company performed a qualitative assessment as of October 2, 2022 over all three reporting units. As a result of the
financial performance for the Residential Kitchen reporting unit, the company completed a quantitative analysis. The fair value
of the reporting unit exceeded its carrying unit by approximately 20% and no impairment of goodwill was recognized. Based on
the qualitative assessment for all other reporting units it was determined there was no impairment of goodwill. The company
has not recognized any goodwill impairments and therefore there are no accumulated impairment losses.
Goodwill is allocated to the business segments as follows (in thousands):
Balance as of January 2, 2021
Goodwill acquired during the year
Measurement period adjustments to goodwill acquired in prior year
Exchange effect
Commercial
Foodservice
Food
Processing
Residential
Kitchen
Total
$ 1,228,436 $ 255,798 $ 450,027 $ 1,934,261
63,849
2,411
—
—
266,170
330,019
—
2,411
(9,609)
(5,083)
(8,530)
(23,222)
Balance as of January 1, 2022
$ 1,285,087 $ 250,715 $ 707,667 $ 2,243,469
Goodwill acquired during the year
Measurement period adjustments to goodwill acquired in prior year
Exchange effect
30,107
112,254
923
(19,623)
—
616
2,266
75,344
144,627
76,267
(33,522)
(52,529)
Balance as of December 31, 2022
$ 1,296,494 $ 363,585 $ 751,755 $ 2,411,834
60
Intangible assets consist of the following (in thousands):
December 31, 2022
January 1, 2022
Estimated
Weighted
Avg
Remaining
Life
Gross
Carrying
Amount
Accumulated
Amortization
Estimated
Weighted
Avg
Remaining
Life
Gross
Carrying
Amount
Accumulated
Amortization
Amortized intangible assets:
Customer relationships
Backlog
Developed technology
Indefinite-lived intangible assets:
Trademarks and trade names
7.6
0.1
8.3
$ 839,811 $
8,301
79,763
$ 927,875 $
(460,885)
(6,352)
(35,797)
(503,034)
7.6
0.2
8.9
$ 863,339 $
13,684
73,461
$ 950,484 $
(411,327)
(929)
(29,952)
(442,208)
$ 1,369,391
$ 1,367,101
The company completed its annual impairment assessment for indefinite-lived intangible assets as of October 2, 2022. We
identified indicators of impairment with certain tradenames within the Commercial Foodservice and Residential Kitchen
reporting units based on the qualitative assessment. The primary indicator of impairment was lower than expected revenue
performance in the current year, forecasted revenues for future periods and market conditions. Based on the results of the
quantitative assessments, the company determined there was no impairment of any of the indefinite-lived intangible assets.
The Kamado Joe and Masterbuilt trademarks were at risk at October 2, 2022. The company believes the assumptions utilized
within the quantitative analysis are reasonable and consistent with assumptions that would be used by other marketplace
participants.
The fair values of all other trademarks exceeded their carrying values by an amount sufficient to not be deemed "at risk." The
company performed a qualitative assessment as of October 2, 2022 for all other trademarks and trade names and determined it
is more like than not that the fair value of its other indefinite-life intangible assets are greater than the carrying amounts.
The company elected to perform a qualitative assessment on the other indefinite-life intangible assets noting no events that
indicated that the fair value was less than the carrying value that would require a quantitative impairment assessment.
The estimates of future cash flows used in determining the fair value of goodwill and indefinite-lived intangible assets involve
significant management judgment and are based upon assumptions about expected future operating performance, economic
conditions, market conditions and cost of capital. Inherent in estimating the future cash flows are uncertainties beyond our
control, such as changes in capital markets. The company continues to monitor the impacts from the COVID-19 pandemic and
subsequent accelerated recovery, along with inflationary impacts from the war in Ukraine to assess the outlook for demand of
its products and the impact on its business and financial performance. The actual cash flows could differ materially from
management's estimates due to changes in business conditions, operating performance and economic conditions.
Definite-lived intangible assets are amortized over their estimated useful lives and tested for impairment in accordance with the
methodology discussed above under "Property, Plant and Equipment."
The aggregate intangible amortization expense was $86.3 million, $75.8 million and $69.0 million in 2022, 2021 and 2020,
respectively. The estimated future amortization expense of intangible assets is as follows (in thousands):
2023
2024
2025
2026
2027
2028 and thereafter
$
$
74,787
61,716
55,578
52,411
43,893
136,456
424,841
61
(g)
Accrued Expenses
Accrued expenses consist of the following at December 31, 2022 and January 1, 2022, respectively (in thousands):
Contract liabilities
Accrued payroll and related expenses
Accrued warranty
Accrued customer rebates
Accrued short-term leases
Accrued sales and other tax
Accrued contingent consideration
Accrued professional fees
Accrued agent commission
Accrued product liability and workers compensation
Other accrued expenses
$
2022
185,824 $
122,861
82,096
70,706
25,250
24,044
20,529
19,541
17,381
11,326
91,769
2021
133,315
115,762
80,215
72,451
22,753
22,684
18,728
19,292
13,670
10,952
73,033
$
671,327 $
582,855
(h)
Litigation Matters
From time to time, the company is subject to proceedings, lawsuits and other claims related to products, suppliers, employees,
customers and competitors. The company maintains insurance to partially cover product liability, workers compensation,
property and casualty, and general liability matters. The company is required to assess the likelihood of any adverse judgments
or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of accrual required,
if any, for these contingencies is made after assessment of each matter and the related insurance coverage. The required accrual
may change in the future due to new developments or changes in approach such as a change in settlement strategy in dealing
with these matters. The company does not believe that any such matter will have a material adverse effect on its financial
condition, results of operations or cash flows of the company.
62
(i)
Accumulated Other Comprehensive Income (Loss)
The following table summarizes the components of accumulated other comprehensive income (loss) as reported in the
consolidated balance sheets (in thousands):
Unrecognized pension benefit costs, net of tax of $(1,995) and $(39,470)
Unrealized loss on interest rate swap, net of tax of $16,836 and $(4,501)
Unrealized gain on certain investments, net of tax of $— and $433
Currency translation adjustments
$
2022
(121,701) $
48,574
—
(205,345)
2021
(249,696)
(13,064)
1,330
(97,654)
$
(278,472) $
(359,084)
Changes in accumulated other comprehensive income (loss) (1) were as follows (in thousands):
Balance as of January 2, 2021
Other comprehensive income before
reclassification
Amounts reclassified from accumulated other
comprehensive income
Net current-period other comprehensive
income
Balance as of January 1, 2022
Other comprehensive income before
reclassification
Amounts reclassified from accumulated other
comprehensive income
Net current-period other comprehensive
income
Balance as of December 31, 2022
Currency
Translation
Adjustment
Pension
Benefit Costs
Unrealized
Gain/(Loss)
Interest
Rate Swap
Unrealized
Gain/(Loss)
Certain
Investments
Total
$
(49,961) $
(400,919) $
(37,548) $
— $
(488,428)
(47,693)
137,187
6,015
1,330
96,839
—
14,036
18,469
—
32,505
(47,693) $
151,223 $
24,484
1,330 $
129,344
(97,654) $
(249,696) $
(13,064) $
1,330 $
(359,084)
(107,691)
117,840
58,135
(1,330)
66,954
—
10,155
3,503
—
13,658
(107,691) $
127,995 $
61,638 $
(1,330) $
80,612
(205,345) $
(121,701) $
48,574 $
— $
(278,472)
$
$
$
$
(1) As of December 31, 2022 pension and unrealized gain/(loss) interest rate swap amounts are net of tax of $(2.0) million,
and $16.8 million, respectively. During the twelve months ended December 31, 2022, the adjustments to pension benefit costs unrealized
gain/(loss) interest rate swap and gain/(loss) on certain investments were net of tax of $37.5 million, $21.3 million and $(0.4) million,
respectively.
63
(j)
Fair Value Measures
ASC 820 Fair Value Measurements and Disclosures defines fair value as the price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs
used in measuring fair value into the following levels:
Level 1 – Quoted prices in active markets for identical assets or liabilities
Level 2 – Inputs, other than quoted prices in active markets, which are observable either directly or indirectly
Level 3 – Unobservable inputs based on our own assumptions
The company’s financial assets and liabilities that are measured at fair value are categorized using the fair value hierarchy at
December 31, 2022 and January 1, 2022 are as follows (in thousands):
As of December 31, 2022
Financial Assets:
Interest rate swaps
Financial Liabilities:
Contingent consideration
Foreign exchange derivative contracts
As of January 1, 2022
Financial Assets:
Interest rate swaps
Foreign exchange derivative contracts
Financial Liabilities:
Interest rate swaps
Contingent consideration
Fair Value
Level 1
Fair Value
Level 2
Fair Value
Level 3
Total
$
$
$
$
$
$
$
— $
64,985 $
— $
64,985
— $
— $
— $
474 $
47,242 $
— $
47,242
474
— $
— $
3,645 $
1,095 $
— $
— $
3,645
1,095
— $
— $
21,635 $
— $
— $
34,983 $
21,635
34,983
The contingent consideration, as of December 31, 2022 and January 1, 2022, relates to the earnout provisions recorded in
conjunction with various purchase agreements.
The earnout provisions associated with these acquisitions are based upon performance measurements related to sales and
earnings, as defined in the respective purchase agreements. On a quarterly basis, the company assesses the projected results for
each of the acquisitions in comparison to the earnout targets and adjusts the liability accordingly. Discount rates for valuing
contingent consideration are determined based on the company rates and specific acquisition risk considerations. Changes in
fair value associated with the earnout provisions are recognized in Selling, general and administrative expenses within the
Consolidated Statements of Earnings.
The following table represents changes in the fair value of the contingent consideration liabilities for the fiscal years 2022 and
2021:
Beginning balance
Payments of contingent consideration
New contingent consideration
Changes in fair value
Ending balance
December 31, 2022
34,983
(5,103)
22,299
(4,937)
47,242
$
$
January 1, 2022
25,558
(528)
8,567
1,386
34,983
$
$
64
(k)
Foreign Currency
The income statements of the company’s foreign operations are translated at the monthly average rates. Assets and liabilities of
the company’s foreign operations are translated at exchange rates at the balance sheet date. These translation adjustments are
not included in determining net income for the period but are disclosed and accumulated in a separate component of
stockholders’ equity. Exchange gains and losses on foreign currency transactions are included in determining net income for the
period in which they occur. These transactions amounted to a loss of $28.1 million, gain of $0.3 million and a loss of $2.9
million in 2022, 2021 and 2020, respectively, and are included in other expense on the statements of earnings.
(l)
Shipping and Handling Costs
Fees billed to the customer for shipping and handling are classified as a component of net revenues. Shipping and handling
costs are included in cost of products sold.
(m)
Warranty Costs
In the normal course of business, the company issues product warranties for specific product lines and provides for the
estimated future warranty cost in the period in which the sale is recorded. The estimate of warranty cost is based on contract
terms and historical warranty loss experience that is periodically adjusted for recent actual experience. Because warranty
estimates are forecasts that are based on the best available information, claims costs may differ from amounts provided.
Adjustments to initial obligations for warranties are made as changes in the obligations become reasonably estimable.
A rollforward of the warranty reserve for the fiscal years 2022 and 2021 are as follows (in thousands):
Beginning balance
Warranty reserve related to acquisitions
Warranty expense
Warranty claims paid
Ending balance
(n)
Research and Development Costs
2022
2021
$
$
80,215 $
3,607
70,774
(72,500)
82,096 $
69,667
5,046
68,199
(62,697)
80,215
Research and development costs, included in cost of sales in the consolidated statements of earnings, are charged to expense
when incurred. These costs were $48.9 million, $41.8 million and $35.3 million in fiscal 2022, 2021 and 2020, respectively.
(o)
Non-Cash Share-Based Compensation
The company's 2021 Stock Incentive Plan (the "2021 Plan"), allows for the granting of stock options, stock appreciation rights,
restricted stock and restricted stock units, performance stock, phantom units and other equity-based awards. The company
estimates the fair value of restricted stock grants, restricted stock units and performance stock units at the time of grant and
recognizes compensation costs over the vesting period of the grants. The expense, net of forfeitures, is recognized using the
straight-line method. Non-cash share-based compensation expense is only recognized for those grants expected to vest. See
Note 6, "Common and Preferred Stock," for further information on the company's share-based incentive plans.
65
(p)
Earnings Per Share
“Basic earnings per share” is calculated based upon the weighted average number of common shares actually outstanding, and
“diluted earnings per share” is calculated based upon the weighted average number of common shares outstanding and other
dilutive securities.
The company’s potentially dilutive securities consist of shares issuable on vesting of restricted stock grants computed using the
treasury method and amounted to 852,000, 1,449,000 and 43,000 for fiscal 2022, 2021 and 2020, respectively. The company's
potentially dilutive securities consist of shares issuable on vesting of restricted stock grants computed using the treasury method
and amounted to approximately 73,000 and 56,000 for fiscal 2022 and 2021, respectively. During fiscal 2022 and 2021, the
average market price of the company's common stock exceeded the exercise price of the Convertible Notes (as defined below)
resulting in approximately 779,000 and 1,393,000 diluted common stock equivalents to be included in the diluted net earnings
per share, respectively. There have been no material conversions to date. See Note 5, Financing Arrangements, in these Notes
to the Consolidated Financial Statements for further details on the Convertible Notes. There were no anti-dilutive equity awards
excluded from common stock equivalents for 2022, 2021 or 2020.
(q)
Consolidated Statements of Cash Flows
Cash paid for interest was $77.2 million, $50.6 million and $65.6 million in fiscal 2022, 2021 and 2020, respectively. Cash
payments totaling $114.0 million, $125.8 million, and $41.2 million were made for income taxes during fiscal 2022, 2021 and
2020, respectively.
(r)
New Accounting Pronouncements
Accounting Pronouncements - Recently Adopted
On May 3, 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments
(Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s
Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified
Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications
or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after
modification or exchange. This guidance is effective for fiscal years beginning after December 15, 2021, including interim
periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The company adopted
this standard in the first quarter of 2022 and it did not have a material impact on its Consolidated Financial Statements and
disclosures.
Accounting Pronouncements - To be adopted
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities
About Government Assistance, which requires entities to provide disclosures on material government assistance transactions
for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting
policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and
any significant terms and conditions of the agreements, including commitments and contingencies. The new standard is
effective for the company on January 2, 2022 and only impacts annual financial statement footnote disclosures. The company is
currently evaluating the impacts the adoption of this guidance will have on its Consolidated Financial Statements and
disclosures.
In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt
Restructurings and Vintage Disclosures. The amendments in this update eliminate the accounting guidance for troubled debt
restructurings by creditors while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors
made to borrowers experiencing financial difficulty. The amendments also require disclosure of current-period gross write-offs
by year of origination for financing receivables. The amendments in this update are effective for fiscal years beginning after
December 15, 2022, including interim periods within those fiscal years. The standard should be applied prospectively, and it
allows for a modified retrospective transition method resulting in a cumulative-effect adjustment to retained earnings in the
period of adoption. The company is currently evaluating the impacts the adoption of this guidance will have on its Consolidated
Financial Statements and disclosures.
66
In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer
Method. The new standard expands and clarifies the use of the portfolio layer method for fair value hedges of interest rate risk.
The new standard allows non-prepayable financial assets to also be included in a closed portfolio hedged using the portfolio
layer method. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within
those fiscal years. Early adoption is permitted, including adoption in an interim period. The new guidance on hedging multiple
layers in a closed portfolio should be applied prospectively and the guidance on the accounting for fair value basis adjustments
should be applied on a modified retrospective basis. The company is currently evaluating the impacts the adoption of this
guidance will have on its Consolidated Financial Statements and disclosures.
(4)
REVENUE RECOGNITION
Revenue is recognized when the control of the promised goods or services are transferred to our customers, in an amount that
reflects the consideration that we expect to receive in exchange for those goods or services.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and represents the unit
of account. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when,
or as, the performance obligation is satisfied. The company’s contracts can have multiple performance obligations or just a
single performance obligation.
For contracts with multiple performance obligations, the contracts transaction price is allocated to each performance obligation
using the company’s best estimate of the standalone selling price of each distinct good or service in the contract. As the
company’s standard payment terms are less than one year, the company does not assess whether a contract has a significant
financing component. The company treats shipping and handling activities performed after the customer obtains control of the
good as a contract fulfillment activity. Sales, use and value added taxes assessed by governmental authorities are excluded from
the measurement of the transaction price within the company’s contracts with its customers. The company generally expenses
sales commissions when incurred because the amortization period would have been less than one year. These costs are recorded
within selling, general and administrative expenses.
Within the Commercial Foodservice Equipment and Residential Foodservice Equipment Groups, the estimated standalone
selling price of equipment is based on observable prices. Within the Food Processing Equipment Group, the company estimates
the standalone selling price based on expected cost to manufacture the good or complete the service plus an appropriate profit
margin.
Control may pass to the customer over time or at a point in time. In general, the Commercial Foodservice Equipment and
Residential Foodservice Equipment Groups recognize revenue at the point in time control transfers to their customers based on
contractual shipping terms. Revenue from equipment sold under our long-term contracts within the Food Processing Equipment
group is recognized over time as the equipment is manufactured and assembled. Installation services provided in connection
with the delivery of the equipment are also generally recognized as those services are rendered. Over time transfer of control is
measured using an appropriate input measure (e.g., costs incurred or direct labor hours incurred in relation to total estimate).
These measures include forecasts based on the best information available and therefore reflect the company's judgment to
faithfully depict the transfer of the goods.
Contract Estimates
Accounting for long-term contracts within the Food Processing Equipment group involves the use of various techniques to
estimate total contract revenue and costs. For the company’s long-term contracts, estimated profit for the equipment
performance obligations is recognized as the equipment is manufactured and assembled. Profit on the equipment performance
obligations is estimated as the difference between the total estimated revenue and expected costs to complete a contract.
Contract cost estimates are based on labor productivity and availability, the complexity of the work to be performed, the cost
and availability of materials and labor, and the performance of subcontractors. The company does not disclose information
about remaining performance obligations that have original expected durations of one year or less.
Contracts within the Commercial Foodservice and Residential Foodservice Equipment groups may contain variable
consideration in the form of volume rebate programs. The company’s estimate of variable consideration is based on its
experience with similarly situated customers using the portfolio approach.
67
Disaggregation of Revenue
We disaggregate our net sales by reportable operating segment and geographical location as we believe it best depicts how the
nature, timing and uncertainty of our net sales and cash flows are affected by economic factors. In general, the Commercial
Foodservice Equipment and Residential Foodservice Equipment Groups recognize revenue at the point in time control transfers
to their customers based on contractual shipping terms. Revenue from equipment sold under our long-term contracts within the
Food Processing Equipment group is recognized over time as the equipment is manufactured and assembled. The following
table summarizes our net sales by reportable operating segment and geographical location (in thousands):
Twelve Months Ended December 31, 2022
United States and Canada
Asia
Europe and Middle East
Latin America
Total
Twelve Months Ended January 1, 2022
United States and Canada
Asia
Europe and Middle East
Latin America
Total
Twelve Months Ended January 2, 2021
United States and Canada
Asia
Europe and Middle East
Latin America
Total
Contract Balances
Commercial
Foodservice
Food
Processing
Residential
Kitchen
Total
$ 1,766,257 $
410,853 $
701,909 $ 2,879,019
212,193
364,143
67,673
20,295
100,216
43,101
32,121
303,840
10,252
264,609
768,199
121,026
$ 2,410,266 $
574,465 $ 1,048,122 $ 4,032,853
$ 1,435,120 $
347,280 $
454,375 $ 2,236,775
204,432
344,273
48,936
17,641
77,671
38,154
11,154
265,508
6,248
233,227
687,452
93,338
$ 2,032,761 $
480,746 $
737,285 $ 3,250,792
$ 1,067,872 $
311,042 $
373,864 $ 1,752,778
155,742
246,845
39,820
26,778
78,690
20,762
6,711
182,919
2,212
189,231
508,454
62,794
$ 1,510,279 $
437,272 $
565,706 $ 2,513,257
Contract assets primarily relate to the company's right to consideration for work completed but not billed at the reporting date
and are recorded in prepaid expenses and other in the Consolidated Balance Sheet. Contract assets are transferred to receivables
when the right to consideration becomes unconditional.
Contract liabilities relate to advance consideration received from customers for which revenue has not been recognized. Current
contract liabilities are recorded in accrued expenses in the Consolidated Balance Sheet. Non-current contract liabilities are
recorded in other non-current liabilities in the Consolidated Balance Sheet. Contract liabilities are reduced when the associated
revenue from the contract is recognized.
The following table provides information about contract assets and contract liabilities from contracts with customers (in
thousands):
Contract assets
Contract liabilities
Non-current contract liabilities
December 31, 2022
January 1, 2022
$
$
$
40,438 $
185,824 $
12,495 $
21,592
133,315
11,602
68
During the twelve months period ended December 31, 2022, the company reclassified $16.1 million to accounts receivable
which was included in the contract asset balance at the beginning of the period. During the twelve months period ended
December 31, 2022, the company recognized revenue of $123.3 million which was included in the contract liability balance at
the beginning of the period. Additions to contract liabilities representing amounts billed to clients in excess of revenue
recognized to date were $174.4 million during the twelve months period ended December 31, 2022. In addition, contract
liabilities increased due to acquisitions during fiscal 2022. Substantially all of the company's outstanding performance
obligations will be satisfied within 12 to 36 months. There were no contract asset impairments during twelve months period
ended December 31, 2022.
(5)
FINANCING ARRANGEMENTS
Senior secured revolving credit line
Term loan facility
Delayed draw term loan facility
Convertible senior notes
Foreign loans
Other debt arrangement
Total debt
Less: Current maturities of long-term debt
Long-term debt
Credit Facility
2022
2021
(in thousands)
$
251,805 $
975,785
750,000
737,918
5,917
899
2,722,324
45,583
683,175
993,340
—
734,417
2,224
1,138
2,414,294
27,293
$
2,676,741 $
2,387,001
On October 21, 2021, the company entered into an amended and restated five-year, $4.5 billion multi-currency senior secured
credit agreement (the "Credit Facility") that amends and restates the company's pre-existing $3.1 billion credit facility which
had an original maturity of January 31, 2025. The Credit Facility consists of (i) a $1 billion term loan facility, (ii) a $750
million delayed draw term loan facility, and (iii) a $2.75 billion multi-currency revolving credit facility, with the potential under
certain circumstances, to increase the amount of the credit facility by the greater of $625 million and 100% of consolidated
EBITDA for the most recently ended period of consecutive fiscal quarters (plus additional amounts, subject to compliance with
a senior secured net leverage ratio), either by increasing the revolving commitment or by adding one or more revolver or term
loan tranches. The Credit Facility matures on October 21, 2026, with the potential to extend the maturity date in one-year
increments with the consent of the extending lenders. The term facility will amortize in equal quarterly installments due on the
last day of each fiscal quarter, commencing with the first full fiscal quarter after October 21, 2021, in an aggregate amount
equal to 2.50% of the original aggregate principal amount of the term loan facility, with the balance, plus any accrued interest,
due and payable on October 21, 2026. The delayed draw term loan facility is available for borrowing within one year and will
amortize in quarterly installments due on the last day of each fiscal quarter, commencing with the first full fiscal quarter after
each delayed draw term loan borrowing in an amount equal to 0.625% of the original aggregate principal amount of such
borrowing, with the balance, plus any accrued interest, due and payable on October 21, 2026. Fees associated with the
amendment of the term loan facilities are recorded as a direct deduction from the related debt liability in the Consolidated
Balance Sheets and amortized to interest expense over the term of the Credit Facility.
On August 11, 2022, the company borrowed $750 million against the delayed draw term facility as provided under the Credit
Agreement. The funds were used to reduce outstanding borrowings under the revolver. The delayed draw term loan amortizes
in quarterly installments due on the last day of each fiscal quarter, commencing on December 31, 2022, in an amount equal to
0.625% of the principal drawn, with the balance, plus any accrued interest payable by October 21, 2026.
As of December 31, 2022, the company had $2.0 billion of borrowings outstanding under the Credit Facility, including $1.0
billion outstanding under the term loan ($976 million, net of unamortized issuance fees) and $750 million outstanding under the
delayed draw term loan. The company also had $1.9 million in outstanding letters of credit as of December 31, 2022, which
reduces the borrowing availability under the Credit Facility. Remaining borrowing capacity under this facility was $2.5 billion
at December 31, 2022.
69
At December 31, 2022, borrowings under the Credit Facility accrued interest at a rate of 1.625% above LIBOR per annum or
0.625% above the highest of the prime rate, the federal funds rate plus 0.50% and one month LIBOR plus 1.00%. The interest
rates on borrowings under the Credit Facility may be adjusted quarterly based on the company’s Funded Debt less Unrestricted
Cash to Pro Forma EBITDA (the “Leverage Ratio”) on a rolling four-quarter basis. Additionally, a commitment fee based upon
the Leverage Ratio is charged on the unused portion of the commitments under the Credit Facility. Borrowings under the Credit
Facility will accrue interest at a minimum of 1.625% above LIBOR and the variable unused commitment fee will be at a
minimum of 0.25%. The average interest rate per annum, inclusive of hedging instruments, on the debt under the Credit Facility
was equal to 4.27% at the end of the period and the variable commitment fee was equal to 0.25% per annum as of
December 31, 2022.
The term loan and delayed draw term loan facilities had an average interest rate per annum, inclusive of hedging instruments, of
4.36% as of December 31, 2022.
In addition, the company has international credit facilities to fund working capital needs outside the United States. At
December 31, 2022, these foreign credit facilities amounted to $5.9 million in U.S. Dollars with a weighted average per annum
interest rate of approximately 1.13%.
The company’s debt is reflected on the balance sheet at cost. The fair values of the Credit Facility, term debt and foreign and
other debt is based on the amount of future cash flows associated with each instrument discounted using the company's
incremental borrowing rate. The company believes its interest rate margins on its existing debt are consistent with current
market conditions and therefore the carrying value of debt reflects the fair value. The interest rate margin is based on the
company's Leverage Ratio. The carrying value and estimated aggregate fair value, a level 2 measurement, based primarily on
market prices, of debt excluding the Convertible Notes is as follows (in thousands):
Dec 31, 2022
Jan 1, 2022
Carrying Value
Fair Value
Carrying Value
Fair Value
Total debt excluding convertible senior notes
$
1,984,406 $
1,989,871 $
1,679,877 $
1,686,537
The company uses floating-to-fixed interest rate swap agreements to hedge variable interest rate risk associated with the Credit
Facility. At December 31, 2022, the company had outstanding floating-to-fixed interest rate swaps totaling $233.0 million
notional amount carrying an average interest rate of 2.13% maturing in less than 12 months and $850.0 million notional amount
carrying an average interest rate of 1.73% that mature in more than 12 months but less than 62 months.
The terms of the Credit Facility, as amended, limit the ability of the company and its subsidiaries to, with certain exceptions:
incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make restricted
payments; enter into certain transactions with affiliates; and requires, among other things, the company to satisfy certain
financial covenants: (i) a minimum Interest Coverage Ratio (as defined in the Credit Facility) of 3.00 to 1.00, (ii) a maximum
Secured Leverage Ratio (as defined in the Credit Facility) of Funded Debt less Unrestricted Cash to Pro Forma EBITDA (each
as defined in the Credit Facility) of 3.75 to 1.00, which may be adjusted to 4.25 to 1.00 for a four consecutive fiscal quarter
period in connection with certain qualified acquisitions, subject to the terms and conditions contained in the Credit Facility. The
Credit Facility is secured by substantially all of the assets of Middleby Marshall, the company and the company's domestic
subsidiaries and is unconditionally guaranteed by, subject to certain exceptions, the company and certain of the company's
direct and indirect material foreign and domestic subsidiaries. The Credit Facility contains certain customary events of default,
including, but not limited to, the failure to make required payments; bankruptcy and other insolvency events; the failure to
perform certain covenants; the material breach of a representation or warranty; non-payment of certain other indebtedness; the
entry of undischarged judgments against the company or any subsidiary for the payment of material uninsured amounts; the
invalidity of the company guarantee or any subsidiary guaranty; and a change of control of the company. At December 31,
2022, the company was in compliance with all covenants pursuant to its borrowing agreements.
70
Convertible Notes
The following table summarizes the outstanding principal amount and carrying value of the Convertible Notes:
Principal amounts:
Principal
Unamortized issuance costs
Net carrying amount
Dec 31, 2022
Jan 1, 2022
(in thousands)
$
$
747,499 $
(9,581)
737,918 $
747,500
(13,083)
734,417
The following table summarizes total interest expense recognized related to the Convertible Notes:
Contractual interest expense
Interest cost related to amortization of debt issuance costs
Total interest expense
Twelve Months Ended
Dec 31, 2022
Jan 1, 2022
Jan 2, 2021
$
$
7,475 $
3,587
11,062 $
7,454 $
3,484
10,938 $
2,720
7,971
10,691
On August 21, 2020, the company issued $747.5 million aggregate principal amount of 1.00% Convertible Senior Notes due
2025 in a private offering pursuant to an indenture, dated August 21, 2020 (the "Indenture"), between the company and U.S.
Bank National Association, as trustee. The net proceeds from the sale of the Convertible Notes were approximately $729.9
million after deducting the initial purchasers' discounts and the offering expenses payable by the company. In connection with
the pricing of the Convertible Notes, the company entered into privately negotiated Capped Call Transactions (the "2020
Capped Call Transactions") and the company used the net proceeds of the offering of the Convertible Notes to pay the
aggregate amount of $104.7 million for them.
The estimated fair value of the Convertible Notes was $844.5 million as of December 31, 2022 and was determined through
consideration of quoted market prices. The fair value is classified as Level 2, as defined in Note 3 (j), Fair Value Measurements,
in these Notes to the Consolidated Financial Statements included in this Part II, Item 8 of this Annual Report on Form 10-K.
The if-converted value of the Convertible Notes exceeded their respective principal value by $30.7 million as of December 31,
2022.
The Convertible Notes are general unsecured obligations of the company. The Convertible Notes rank senior in right of
payment to any of the company’s future indebtedness that is expressly subordinated in right of payment to the Convertible
Notes; rank equal in right of payment to the company’s existing and future unsecured indebtedness that is not so subordinated;
are effectively subordinated in right of payment to any of the company’s secured indebtedness to the extent of the value of the
assets securing such indebtedness; and are structurally subordinated to all existing and future indebtedness and liabilities of the
company’s subsidiaries.
The company initially separated the Convertible Notes into liability and equity components. The equity component of the
Convertible Notes of approximately $105.0 million was included in the additional paid-in capital and the resulting debt discount
was being amortized to interest expense at an effective interest rate of 1.5%. In fiscal 2021, upon adoption of ASU 2020-06,
Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity's Own
Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, the equity
component was essentially reversed, increasing the liability and no longer requiring the company to recognize non-cash interest
expense associated with the amortization of the debt discount.
71
The Convertible Notes were issued pursuant to the Indenture and bear interest semi-annually in arrears at a rate of 1.00% per
annum on March 1 and September 1 of each year. The Convertible Notes are convertible based upon an initial conversion rate
of 7.7746 shares of the company's common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to
an initial conversion price of approximately $128.62 per share of the company's common stock. The conversion rate will be
subject to adjustment upon occurrence of certain specified events in accordance with the Indenture but will not be adjusted for
accrued and unpaid interest. Additionally, in the event of a Fundamental Change (as defined in the Indenture), holders of the
Convertible Notes may require the company to repurchase all or a portion of their Convertible Notes at a price equal to 100.0%
of the principal amount of Convertible Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. Upon
conversion, the company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay
or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the
company's election, in respect of the remainder, if any, of the company's conversion obligation in excess of the aggregate
principal amount of the notes being converted. At December 31, 2022, none of these conditions existed.
The Convertible Notes will mature on September 1, 2025 unless they are redeemed, repurchased or converted prior to such date
in accordance with their terms. Prior to the close of business on the business day immediately preceding June 1, 2025, the notes
will be convertible at the option of the holders only under the following circumstances: (1) during any fiscal quarter
commencing after the fiscal quarter ending on January 2, 2021 (and only during such fiscal quarter), if the last reported sale
price of the company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30
consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater
than or equal to 130.0% of the conversion price for the Convertible Notes on each applicable trading day; (2) during the five
business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the
Convertible Notes for each trading day of that ten consecutive trading day period was less than 98.0% of the product of the last
reported sale price of the company's common stock and the conversion rate of the Convertible Notes on each such trading day;
(3) if the company calls such Convertible Notes for redemption; or (4) upon the occurrence of specified corporate events. On or
after June 1, 2025, the notes will be convertible at the option of the holders at any time until the close of business on the second
scheduled trading day immediately preceding the maturity date. Holders of the Convertible Notes who convert in connection
with a Make-Whole Fundamental Change or during a Redemption Period (each as defined in the Indenture) will be, under
certain circumstances, entitled to an increase in the conversion rate.
The company may settle the conversions of the Convertible Notes in cash, shares of the company's common stock or any
combination thereof at its election. The number of shares of the company's common stock issuable at the conversion price of
$128.62 per share is expected to be 5.8 million shares. However, the Capped Call Transactions are expected generally to reduce
the potential dilution of the company's common stock upon any conversion of Convertible Notes and/or offset the cash
payments the company is required to make in excess of the principal amount of the Notes. Under the 2020 Capped Call
Transactions, the number of shares of common stock issuable at the conversion price of $207.93 is expected to be 3.6 million
shares. Under the 2021 Capped Call Transactions, the number of shares of common stock issuable at the conversion prices of
$216.50 and $225.00 is expected to be 3.5 million shares and 3.3 million shares, respectively. Under the 2022 Capped Call
Transactions, the number of shares of common stock issuable at the conversion price of $229.00 is expected to be 3.3 million
shares. During the twelve months period ended December 31, 2022, one Convertible Note has been converted to date.
The company may redeem all or any portion of the Convertible Notes, at its option, on or after September 5, 2023 and prior to
the 41st scheduled trading day immediately preceding the maturity date, at a redemption price equal to 100.0% of the principal
amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest thereon, if the last reported sales price of the
company's common stock has been at least 130.0% of the conversion price then in effect for at least 20 trading days (whether or
not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and
including, the trading day immediately preceding the date on which the company provides written notice of redemption.
The Indenture includes customary terms and covenants, including certain events of default after which the Convertible Notes
may become due and payable immediately.
72
Capped Call Transactions
In connection with the pricing of the Convertible Notes, the company entered into privately negotiated Capped Call
Transactions (the "2020 Capped Call Transactions") and the company used the net proceeds of the offering of the Convertible
Notes to pay the aggregate amount of $104.7 million for them. The company entered into two tranches of privately negotiated
Capped Call Transactions in December 2021 (the "2021 Capped Call Transactions") in the aggregate amount of $54.6 million.
On March 15, 2022, the company entered into an additional tranche of privately negotiated Capped Call Transactions (the
"2022 Capped Call Transactions") in the amount of $9.7 million.
The 2020, 2021, and 2022 Capped Call Transactions (collectively, the "Capped Call Transactions") are expected generally to
reduce the potential dilution and/or offset the cash payments the company is required to make in excess of the principal amount
of the Convertible Notes upon conversion of the Convertible Notes in the event that the market price per share of the company's
common stock is greater than the strike price of the Capped Call Transactions (which initially corresponds to the initial
conversion price of the Convertible Notes and is subject to certain adjustments under the terms of the Capped Call
Transactions), with such reduction and/or offset subject to a cap based on the cap price of the Capped Call Transactions. The
2020 Capped Call Transactions have an initial cap price of $207.93 per share of the company's common stock. The 2021
Capped Call Transactions have initial cap prices of $216.50 and $225.00 per share of the company's common stock. The 2022
Capped Call Transactions have an initial cap price of $229.00 per share of the company's common stock. The Capped Call
Transactions cover, initially, the number of shares of the company's common stock underlying the Convertible Notes, subject to
anti-dilution adjustments substantially similar to those applicable to the Convertible Notes.
The Capped Call Transactions are separate transactions entered into by the company with the capped call counterparties and are
not part of the terms of the Convertible Notes and will not affect any holder's right under the Convertible Notes. Holders of the
Convertible Notes will not have any rights with respect to the Capped Call Transactions. The Capped Call Transactions do not
meet the criteria for separate accounting as a derivative as they are indexed to the company's stock. The premiums paid of the
Capped Call Transactions have been included as a net reduction to additional paid-in capital with stockholders' equity.
The aggregate amount of debt payable during each of the next five years is as follows (in thousands):
2023
2024
2025
2026
2027 and thereafter
$
45,583
43,788
780,826
1,850,752
1,375
$
2,722,324
73
(6)
COMMON AND PREFERRED STOCK
(a)
Shares Authorized
At December 31, 2022 and January 1, 2022, the company had 95,000,000 authorized shares of common stock and 2,000,000
authorized shares of non-voting preferred stock.
(b)
Treasury Stock
In November 2017, the company's Board of Directors approved a stock repurchase program authorizing the company to
repurchase in the aggregate up to 2,500,000 shares of its outstanding common stock. In May 2022, the company's Board of
Directors approved the company to repurchase an additional 2,500,000 shares of its outstanding common stock under the
current program. During 2021, the company repurchased 141,500 shares of its common stock under the program for $26.6
million, including applicable commissions, which represented an average price of $188.17. During 2022, the company
repurchased 1,553,961 shares of its common stock under the program for $249.0 million, including applicable commissions,
which represented an average price of $160.27. As of December 31, 2022, 2,718,626 shares had been purchased under the 2017
stock repurchase program and 2,281,374 remain authorized for repurchase.
The company also treats shares withheld for tax purposes on behalf of employees in connection with the vesting of restricted
share grants as common stock repurchases because they reduce the number of shares that would have been issued upon vesting.
During 2021, the company repurchased 15,480 shares of its common stock that were surrendered to the company for
withholding taxes related to restricted stock vestings for $2.7 million. During 2022, the company repurchased 90,243 shares of
its common stock that were surrendered to the company for withholding taxes related to restricted stock vestings for $15.8
million.
(c)
Share-Based Awards
The company maintains an incentive plan under which the company's Board of Directors grants share-based awards to key
employees. On May 10, 2021, the 2021 Stock Incentive Plan (the "2021 Plan") was approved, which included a maximum
amount of 1,350,000 shares allowed to be awarded plus the shares remaining for future grants under the 2011 Stock Incentive
Plan (the "2011 Plan") as of the approval date and any shares outstanding that are subsequently forfeited or expired. Thus, no
further shares are available to grant under the 2011 Plan and the maximum amount of shares available for future grants under
the 2021 Plan as of December 31, 2022 is 1,367,271.
Non-cash share-based compensation of $58.4 million, $42.3 million and $19.6 million was recognized for fiscal 2022, 2021 and
2020, respectively, associated with restricted share grants and restricted stock units. The company recorded a related tax benefit
of $1.3 million, $0.4 million and less than $2.7 million in fiscal 2022, 2021 and 2020, respectively.
Restricted share grants:
The company has issued restricted share grant awards, which are generally time and performance based and were not subject to
market conditions. The fair value of restricted share grants represents the closing share price of the company's stock as of the
date of the grant and is recognized over the vesting period of the awards. The weighted average grant date fair value was
$188.31, $181.31 and $57.74 per share for restricted share grants in fiscal 2022, 2021 and 2020 respectively, which represents
the closing share price of the company’s stock as of the date of grant. The approximate fair value of restricted shares vested
were $29.1 million, $7.3 million, $44.8 million for fiscal 2022, 2021 and 2020, respectively.
74
A summary of the company’s nonvested restricted share grant activity and their corresponding fair value on the date of grant for
fiscal year ended December 31, 2022 is as follows:
Nonvested shares at January 1, 2022
Granted
Vested
Forfeited
Nonvested shares at December 31, 2022
Weighted
Average
Grant-Date
Fair Value
113.31
Shares
180,306 $
4,000
(167,174)
(2,776)
188.31
123.13
126.71
14,356 $
134.43
As of December 31, 2022, there was $0.3 million of total unrecognized compensation cost related to nonvested restricted share
grant compensation arrangements, if all performance conditions are fully achieved. The remaining weighted average life is 0.5
years.
Restricted stock units:
During 2020, the company began granting restricted stock units, which entitle the holder to shares of common stock subject to
time vesting and the achievement of certain market and performance goals. The fair value for time-based units are valued at the
closing share price of the company’s stock as of the date of the grant and the fair value for performance units are based upon
valuations using the Monte Carlo Methodology. Compensation expense is recognized over the performance measurement
period of the units in accordance with ASC 718 Stock Compensation for awards with market and performance vesting
conditions.
Time vesting units vest equally over two or three years and performance units vest based on achievement of certain company
performance criteria over the two or three year period, as set forth in the grant agreement ranging from 0 to 200% of the target
shares granted. The weighted average grant date fair value was $150.07, $166.41 and $134.25 per share for restricted stock
units in fiscal 2022, 2021 and 2020, respectively. The approximate fair value of restricted stock units vested were $9.1 million
for fiscal 2022.
A summary of the company’s nonvested restricted stock unit activity at target shares and their corresponding fair value on the
date of grant for fiscal year ended December 31, 2022 is as follows:
Nonvested shares at January 1, 2022
Granted
Vested
Forfeited
Nonvested shares at December 31, 2022
Weighted
Average
Grant-Date
Fair Value
161.85
Units
335,124 $
241,321
(52,211)
(2,779)
150.07
150.36
162.08
521,455 $
157.55
As of December 31, 2022, there was $70.8 million of total unrecognized compensation cost related to nonvested restricted stock
unit compensation arrangements, if all performance conditions are fully achieved. The remaining weighted average life is 1.65
years.
75
(7)
INCOME TAXES
Earnings before taxes is summarized as follows (in thousands):
Domestic
Foreign
Total
The provision for income taxes is summarized as follows (in thousands):
Federal
State and local
Foreign
Total
Current
Deferred
Total
2022
383,813 $
180,602
564,415 $
2021
453,357 $
166,147
619,504 $
2020
178,813
89,244
268,057
$
$
2022
2021
2020
$
$
$
$
62,416 $
23,892
41,538
127,846 $
84,689 $
24,363
21,960
131,012 $
134,488 $
(6,642)
127,846 $
124,149 $
6,863
131,012 $
36,908
8,815
15,040
60,763
44,342
16,421
60,763
Reconciliation of the differences between income taxes computed at the federal statutory rate to the effective rate are as
follows:
U.S. federal statutory tax rate
State taxes, net of federal benefit
Permanent differences
Foreign income tax rate at rates other than U.S. statutory
Deferred tax changes
Change in valuation allowances
Tax on unremitted earnings
Federal Refund
Internal restructuring
Other
Consolidated effective tax
(1) Net of changes in related tax attributes.
2022
2021
2020
21.0 %
21.0 %
21.0 %
.
2
3.3
0.9
0.2
—
—
0.3
—
(2.3)
(0.7)
22.7 %
3.1
0.5
0.2
(2.2)
0.4
0.4
(0.7)
—
(1.6)
21.1 %
3.2
(0.4)
0.5
(0.7)
(0.1)
1.2
—
—
(2.0)
22.7 %
A tax provision of $127.8 million, at an effective rate of 22.7%, was recorded for fiscal 2022 as compared to $131.0 million at
an effective rate of 21.1%, in fiscal 2021. The fiscal 2022 tax provision includes a deferred tax benefit of approximately $13
million associated with legal entity restructuring the company undertook to integrate and simplify the company’s business
operations. The fiscal 2022 tax provision also reflects higher non-deductible stock compensation expense, where the prior year
included favorable tax adjustments for deferred tax rate changes, tax refunds and adjustments for the finalization of 2020 tax
returns. The effective rates in 2022 and 2021 are higher than the federal tax rate of 21.0% primarily due to state taxes and
foreign tax rate differentials.
On August 16, 2022, the Inflation Reduction Act ("IRA") was enacted into law. The IRA enacted a 15% corporate minimum
tax effective in 2023, a 1% tax on share repurchases after December 31, 2022, and created and extended certain tax-related
energy incentives. We currently do not expect the tax-related provisions of the IRA to have a material impact on our financial
results.
76
At December 31, 2022 and January 1, 2022, the company had recorded the following deferred tax assets and liabilities (in
thousands):
Deferred tax assets:
Compensation related
Pension and post-retirement benefits
Inventory reserves
Accrued liabilities and reserves
Warranty reserves
Operating lease liability
Basis difference on affiliates
Interest rate swaps
Convertible debt
Net operating loss carryforwards
Other
Gross deferred tax assets
Valuation allowance
Deferred tax assets
Deferred tax liabilities:
Intangible assets
Depreciable assets
Basis difference on affiliates
Operating lease right-of-use assets
Interest rate swaps
Other
Deferred tax liabilities
Net deferred tax assets (liabilities)
Long-term deferred asset
Long-term deferred liability
Net deferred tax assets (liabilities)
$
$
$
2022
2021
26,273 $
1,640
26,134
7,992
17,593
19,890
14,473
—
39,388
12,964
14,879
181,226
(11,599)
169,627 $
21,543
49,072
14,453
17,088
19,286
18,643
—
4,573
37,034
17,083
12,695
211,470
(10,222)
201,248
(287,433) $
(32,267)
—
(19,240)
(16,836)
(27,317)
(273,974)
(26,996)
(18,795)
(18,029)
—
(17,195)
$
(383,093) $
(354,989)
$
(213,466) $
(153,741)
6,738
(220,204)
(213,466) $
33,194
(186,935)
(153,741)
$
The company has recorded tax reserves on undistributed foreign earnings not permanently reinvested of $10.0 million and $9.7
million at December 31, 2022 and January 1, 2022, respectively. No further provisions were made for income taxes that may
result from future remittances of undistributed earnings of foreign subsidiaries that are determined to be permanently
reinvested, which were $637.0 million on December 31, 2022. Determination of the total amount of unrecognized deferred
income taxes on undistributed earnings net of foreign subsidiaries is not practicable.
The company has a deferred tax asset on net operating loss carryforwards totaling $13.0 million as of December 31, 2022.
These net operating losses are available to reduce future taxable earnings of certain domestic and foreign subsidiaries. United
States federal loss carryforwards total $10.3 million of which $3.8 million will expire through 2036 and $6.5 million have no
expiration date. State loss carryforwards total $22.6 million and expire through 2038 and international loss carryforwards total
$44.4 million and expire through 2038; however, some have no expiration date. Of these carryforwards, $29.8 million are
subject to full valuation allowance.
77
As of December 31, 2022, the total amount of liability for unrecognized tax benefits related to federal, state and foreign taxes
was approximately $33.6 million (of which $33.6 million would impact the effective tax rate if recognized) plus approximately
$8.0 million of accrued interest and $6.9 million of penalties. The company recognizes interest and penalties accrued related to
unrecognized tax benefits in income tax expense. Interest recognized in fiscal years 2022, 2021 and 2020 was $0.6 million, $0.9
million and $0.8 million, respectively. Penalties recognized in fiscal years 2022, 2021 and 2020 was $0.2 million, $(1.0) million
and $(0.2) million, respectively.
The following table summarizes the activity related to the unrecognized tax benefits for the fiscal years ended January 2, 2021,
January 1, 2022 and December 31, 2022 (in thousands):
Balance at January 2, 2021
Increases to current year tax positions
Increase to prior year tax positions
Decrease to prior year tax positions
Settlements
Lapse of statute of limitations
Balance at January 1, 2022
Increases to current year tax positions
Increase to prior year tax positions
Decrease to prior year tax positions
Settlements
Lapse of statute of limitations
Balance as of December 31, 2022
$
30,329
1,760
6,796
(576)
(1,180)
(920)
$
36,209
2,195
534
(1,709)
(1,974)
(1,607)
$
33,648
It is reasonably possible that the amounts of unrecognized tax benefits associated with state, federal and foreign tax positions
may decrease over the next twelve months due to expiration of a statute or completion of an audit. The company believes that it
is reasonably possible that $3.2 million of its remaining unrecognized tax benefits may be recognized by the end of 2022 as a
result of settlements with taxing authorities or lapses of statutes of limitations.
In the normal course of business, income tax authorities in various income tax jurisdictions both in the United States and
internationally conduct routine audits of our income tax returns filed in prior years. These audits are generally designed to
determine if individual income tax authorities are in agreement with our interpretations of complex tax regulations regarding the
allocation of income to the various income tax jurisdictions. Income tax years are open from 2017 through the current year for
the United States federal jurisdiction. Income tax years open for our other major jurisdictions range from 2016 through the
current year. Although the company believes its tax returns are correct, the final determination of tax examinations may be
different than what was reported on the tax returns. In the opinion of management, adequate tax provisions have been made for
the years subject to examination.
78
(8)
FINANCIAL INSTRUMENTS
Derivatives are measured at fair value and recognized as either assets or liabilities. Derivatives that do not qualify as a hedge
must be adjusted to fair value in earnings. If a derivative does qualify, changes in the fair value will either be offset against the
change in the fair value of the hedged assets, liabilities or firm commitments or recognized in other accumulated comprehensive
income until the hedged item is recognized in earnings.
(a)
Foreign Exchange
The company periodically enters into derivative instruments, principally forward contracts to reduce exposures pertaining to
fluctuations in foreign exchange rates. The notional amount of foreign currency contracts outstanding was $562.5 million and
$350.5 million as of December 31, 2022 and January 1, 2022, respectively. The fair value of these forward contracts was an
unrealized loss of $0.5 million at the end of the year.
(b)
Interest Rate
The company has entered into interest rate swaps to fix the interest rate applicable to certain of its variable-rate debt. The
agreements swap one-month LIBOR for fixed rates. In February 2022, the company entered into an additional floating-to-fixed
interest rate swap agreement that uses a daily Secured Overnight Financing Rate ("SOFR") in lieu of LIBOR. The company has
designated these swaps as cash flow hedges and all changes in fair value of the swaps are recognized in accumulated other
comprehensive income. The fair value of these instruments was an asset of $65.0 million and a liability of $18.0 million as of
December 31, 2022 and January 1, 2022, respectively. The change in fair value of these swap agreements in 2022 was a gain of
$61.6 million, net of taxes.
A summary of the company’s interest rate swaps is as follows (in thousands):
Fair value
Fair value
Fair value
Fair value
Amount of gain/(loss) recognized in other
comprehensive income
Gain/(loss) reclassified from accumulated other
comprehensive income (effective portion)
Location
Dec 31, 2022
Jan 1, 2022
Twelve Months Ended
Prepaid expenses
Other assets
Accrued expenses
Other non-current
liabilities
Other comprehensive
income
Interest expense
$
$
$
$
$
$
6,805
58,180
—
$
$
$
—
3,645
1,171
—
$
20,464
79,472
$
14,634
(3,503) $
(18,469)
Interest rate swaps are subject to default risk to the extent the counterparty is unable to satisfy its settlement obligations under
the interest rate swap agreements. The company reviews the credit profile of the financial institutions that are counterparties to
such swap agreements and assesses their creditworthiness prior to entering into the interest rate swap agreements and
throughout the term. The interest rate swap agreements typically contain provisions that allow the counterparty to require early
settlement in the event that the company becomes insolvent or is unable to maintain compliance with its covenants under its
existing debt agreement.
79
(9)
LEASE COMMITMENTS
Accounting Policy
At the commencement date of a lease, the company recognizes a liability to make lease payments and an asset representing the
right to use the underlying asset during the lease term. The lease liability is measured at the present value of lease payments
over the lease term, including variable fees that are known or subject to a minimum floor. The lease liability includes lease
component fees, while non-lease component fees are expensed as incurred for all asset classes. The company's lease terms
include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. When a contract
excludes an implicit rate, the company utilizes an incremental borrowing rate based on information available at the lease
commencement date including lease term and geographic region. The initial valuation of the right-of-use (“ROU”) asset
includes the initial measurement of the lease liability, lease payments made in advance of the lease commencement date and
initial direct costs incurred by the company and excludes lease incentives. Operating lease ROU assets are included in other
assets and operating lease liabilities are included in accrued expenses and other non-current liabilities.
Leases with an initial term of 12 months or less are classified as short-term leases and are not recorded on the Consolidated
Balance Sheets. The lease expense for short-term leases is recognized on a straight-line basis over the lease term.
Leases
The company leases warehouse space, office facilities and equipment under operating leases. The company has operating lease
costs of $35.7 million, $31.5 million and $30.1 million in fiscal 2022, 2021 and 2020 respectively, including short-term lease
expense and variable lease costs, which were immaterial in the year.
Leases (in thousands)
Operating lease right-of-use assets:
Other assets
Operating lease liabilities:
Accrued expenses
Other non-current liabilities
Total Liability
December 31, 2022
January 1, 2022
102,314 $
93,388
25,250
80,242
105,492 $
22,753
74,202
96,955
$
$
Total Lease Commitments (in thousands)
Operating Leases
2023
2024
2025
2026
2027
2028 and thereafter
Total future lease commitments
Less imputed interest
Total
$
$
27,645
23,177
18,086
14,818
10,453
20,181
114,360
8,868
105,492
80
Other Lease Information (in thousands, except lease term and discount
rate)
Twelve Months Ended
December 31, 2022
Twelve Months Ended
January 1, 2022
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
$
28,104
$
25,957
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
20,725
16,353
Weighted-average remaining lease terms - Operating
5.5 years
5.6 years
Weighted-average discount rate - Operating
2.9 %
2.8 %
December 31, 2022
January 1, 2022
81
(10)
SEGMENT INFORMATION
The company operates in three reportable operating segments defined by management reporting structure and operating
activities. The Commercial Foodservice Equipment Group manufactures, sells, and distributes foodservice equipment for the
restaurant and institutional kitchen industry. The Food Processing Equipment Group manufactures preparation, cooking,
packaging food handling and food safety equipment for the food processing industry. The Residential Kitchen Equipment
Group manufactures, sells and distributes kitchen equipment for the residential market.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The
chief operating decision maker evaluates individual segment performance based on operating income. Management believes
that intersegment sales are made at established arm's length transfer prices.
The following table summarizes the results of operations for the company’s business segments(1) (dollars in thousands):
Commercial
Foodservice
Food
Processing
Residential
Kitchen
Corporate
and Other(2)
Total
2022
Net sales
Income (loss) from operations (3)
Depreciation expense (4)
Amortization expense (5)
Net capital expenditures
Total assets
Long-lived assets (6)
2021
Net sales
Income (loss) from operations (3,7,8)
Depreciation expense (4)
Amortization expense (5)
Net capital expenditures
Total assets
Long-lived assets (6)
2020
Net sales
Income (loss) from operations (3,8)
Depreciation expense (4)
Amortization expense (5)
Net capital expenditures
Total assets
Long-lived assets (6)
$ 2,410,266 $
549,764
24,432
55,506
28,735
3,789,437
319,337
574,465 $ 1,048,122 $
106,231
5,912
13,400
13,940
982,605
83,490
127,948
13,596
17,376
20,604
1,972,351
151,499
(144,339)
— $ 4,032,853
639,604
44,619
93,441
67,289
6,874,866
662,804
679
7,159
4,010
130,473
108,478
$ 2,032,761 $
423,121
23,814
56,910
26,507
3,522,630
292,593
480,746 $
94,414
5,601
7,247
9,111
637,252
54,934
737,285 $
124,701
12,655
11,628
9,232
2,153,758
169,028
— $ 3,250,792
629,992
42,681
82,562
46,551
6,383,598
557,667
(12,244)
611
6,777
1,701
69,958
41,112
$ 1,510,279 $
239,625
21,768
51,985
25,463
3,249,441
279,481
437,272 $
78,008
5,507
7,319
3,427
617,171
55,069
565,706 $
67,046
11,691
9,657
4,801
1,221,229
192,940
— $ 2,513,257
324,431
39,086
71,446
34,849
5,202,474
547,339
(60,248)
120
2,485
1,158
114,633
19,849
(1) Non-operating expenses are not allocated to the reportable segments. Non-operating expenses consist of interest expense and
deferred financing amortization, foreign exchange gains and losses and other income and expense items outside of income
from operations.
(2) Includes corporate and other general company assets and operations.
(3) Restructuring expenses are included in operating income of the segment to which they pertain. See note 12 for further details.
(4) Includes depreciation on right of use assets.
(5) Includes amortization of deferred financing costs and Convertible Notes issuance costs.
(6) Long-lived assets consist of property, plant and equipment, long-term deferred tax assets and other assets.
(7) Termination fee from Welbilt merger is included in Corporate and Other.
(8) Gain on sale of plant is included in Commercial Foodservice and Residential Kitchen for 2021 and Gain on sale of plant is
included in Commercial Foodservice for 2020.
82
Long-lived assets, not including goodwill and other intangibles (in thousands):
Geographic Information
United States and Canada
Asia
Europe and Middle East
Latin America
Total International
(11)
EMPLOYEE RETIREMENT PLANS
(a)
Pension Plans
U.S. Plans:
2022
471,375 $
2021
379,431 $
2020
332,854
$
35,965
142,326
13,138
191,429
17,818
152,384
8,034
178,236
19,646
188,448
6,391
214,485
$
662,804 $
557,667 $
547,339
The company maintains a non-contributory defined benefit plan for its union employees at the Elgin, Illinois facility. Benefits
are determined based upon retirement age and years of service with the company. This defined benefit plan was frozen on April
30, 2002, and no further benefits accrue to the participants beyond this date. Plan participants will receive or continue to receive
payments for benefits earned on or prior to April 30, 2002 upon reaching retirement age.
The company maintains a non-contributory defined benefit plan for its employees at the Smithville, Tennessee facility. Benefits
are determined based upon retirement age and years of service with the company. This defined benefit plan was frozen on April
1, 2008, and no further benefits accrue to the participants beyond this date. Plan participants will receive or continue to receive
payments for benefits earned on or prior to April 1, 2008 upon reaching retirement age.
The company also maintains a retirement benefit agreement with its former Chairman ("Chairman Plan"). The retirement
benefits are based upon a percentage of the former Chairman’s final base salary.
Non-U.S. Plans:
The company maintains a defined benefit plan for its employees at the Wrexham, the United Kingdom facility. Benefits are
determined based upon retirement age and years of service with the company. This defined benefit plan was frozen on April 30,
2010 and no further benefits accrue to the participants beyond this date. Plan participants will receive or continue to receive
payments for benefits earned on or prior to April 30, 2010 upon reaching retirement age.
The company maintains several pension plans related to AGA and its subsidiaries (collectively, the "AGA Group"), the most
significant being the Aga Rangemaster Group Pension Scheme in the United Kingdom. Membership in the plan on a defined
benefit basis of pension provision was closed to new entrants in 2001. The plan became open to new entrants on a defined
contribution basis of pension provision in 2002 but was generally closed to new entrants on this basis during 2014. In
December 2020, it was agreed that the Group Pension Scheme will be closed to future pension accruals effective April 5, 2021.
The other, much smaller, defined benefit pension plans operating within the AGA Group cover employees in France and the
United Kingdom. All pension plan assets are held in separate trust funds although the net defined benefit pension obligations
are included in the company's consolidated balance sheet.
83
A summary of the plans’ net periodic pension cost, benefit obligations, funded status, and net balance sheet position is as
follows (dollars in thousands)
Net Periodic Pension Cost (Benefit):
Service cost
Interest cost
Expected return on assets
Amortization of net loss
Amortization of prior service cost
Change in Benefit Obligation:
Fiscal 2022
Fiscal 2021
U.S. Plans
Non-U.S.
Plans
U.S. Plans
Non-U.S.
Plans
$
— $
— $
— $
773
923
25,032
(1,073)
(74,581)
758
—
3,671
2,589
841
(1,029)
1,118
—
17,340
(78,956)
12,741
2,879
$
608 $
(43,289) $
930 $
(45,223)
Benefit obligation – beginning of year
$
36,423 $ 1,544,147 $
38,897 $ 1,744,574
Service cost
Interest on benefit obligations
Member contributions
Actuarial gain
Net benefit payments
Exchange effect
—
923
—
—
25,032
—
(8,060)
(409,462)
(1,736)
(59,682)
—
(153,882)
—
841
—
(1,617)
(1,698)
—
773
17,340
81
(135,475)
(65,138)
(18,008)
Benefit obligation – end of year
$
27,550 $
946,153 $
36,423 $ 1,544,147
Change in Plan Assets:
Plan assets at fair value – beginning of year
$
18,289 $ 1,342,601 $
17,455 $ 1,296,516
Company contributions
Investment (loss) gain
Member contributions
Benefit payments and plan expenses
Exchange effect
1,173
5,442
(2,728)
(207,270)
—
—
1,233
1,299
—
(1,736)
(59,682)
(1,698)
—
(137,334)
—
4,890
123,708
81
(65,138)
(17,456)
Plan assets at fair value – end of year
$
14,998 $
943,757 $
18,289 $ 1,342,601
Funded Status:
Unfunded benefit obligation
$
(12,552) $
(2,396) $
(18,134) $
(201,546)
Amounts recognized in balance sheet at year end:
Accrued pension benefits
$
(12,552) $
(2,396) $
(18,134) $
(201,546)
84
Fiscal 2022
Fiscal 2021
U.S. Plans
Non-U.S.
Plans
U.S. Plans
Non-U.S.
Plans
Pre-tax components in accumulated other comprehensive
income at period end:
Net actuarial loss
$
2,402
$ 121,292
$
7,419
$ 281,745
Pre-tax components recognized in other comprehensive
income for the period:
Current year actuarial gain
Actuarial loss recognized
Prior service cost recognized
Total amount recognized
$
(4,259)
$ (148,515)
$
(1,887)
$ (181,518)
(758)
—
(4,272)
(7,666)
(1,118)
—
(12,832)
(3,457)
$
(5,017)
$ (160,453)
$
(3,005)
$ (197,807)
Accumulated Benefit Obligation
$ 27,550
$ 946,136
$ 36,423
$ 1,544,117
Salary growth rate
Assumed discount rate
Expected return on assets
n/a
4.9 %
6.0 %
0.8 %
4.8 %
6.2 %
n/a
2.6 %
6.0 %
0.8 %
1.9 %
6.2 %
The company has engaged non-affiliated third-party professional investment advisors to assist the company in developing its
investment policy and establishing asset allocations. The company's overall investment objective is to provide a return, that
along with company contributions, is expected to meet future benefit payments. Investment policy is established in
consideration of anticipated future timing of benefit payments under the plans. The anticipated duration of the investment and
the potential for investment losses during that period are carefully weighed against the potential for appreciation when making
investment decisions. The company routinely monitors the performance of investments made under the plans and reviews
investment policy in consideration of changes made to the plans or expected changes in the timing of future benefit payments.
The assets of the plans were invested in the following classes of securities (none of which were securities of the company):
U.S. Plans:
Equity
Fixed income
Money market
Other (real estate investment trusts & commodities contracts)
Non-U.S. Plans:
Equity
Fixed income
Alternatives/Other
Real Estate
Cash and cash equivalents
Target Allocation
Percentage of Plan Assets
2022
2021
48 %
40
4
8
100 %
45 %
40
5
10
100 %
53 %
36
1
10
100 %
Target Allocation
Percentage of Plan Assets
2022
2021
17 %
10 %
11 %
38
32
13
—
55
19
10
6
56
15
15
3
100 %
100 %
100 %
85
In accordance with ASC 820 Fair Value Measurements and Disclosures, the company has measured its defined benefit pension
plans at fair value. In accordance with ASU 2015-04, "Practical Expedient for the Measurement Date of an Employer's Defined
Benefit Obligation and Plan Assets", the company has elected to measure the pension plan assets and obligations as of the
calendar month end closest to the fiscal year end. The following tables summarize the basis used to measure the pension plans’
assets at fair value as of December 31, 2022 and January 1, 2022 (in thousands):
U.S. Plans:
Asset Category
Total
Fiscal 2022
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Net Asset
Value
Total
Fiscal 2021
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Net Asset
Value
Short Term Investment Fund (a)
$
771 $
— $
771 $
274 $
— $
274
Equity Securities:
Large Cap
Mid Cap
Small Cap
International
Fixed Income:
Government/Corporate
High Yield
Alternative:
Global Real Estate Investment
Trust
Commodities Contracts
2,818
555
329
3,002
4,973
1,041
602
907
2,818
555
329
3,002
4,973
1,041
602
907
—
—
—
—
—
—
—
—
3,928
413
424
4,918
5,137
1,383
758
1,054
3,928
413
424
4,918
5,137
1,383
758
1,054
—
—
—
—
—
—
—
—
Total
$ 14,998 $
14,227 $
771 $ 18,289 $
18,015 $
274
(a) Represents collective short term investment fund, composed of high-grade money market instruments with short
maturities.
86
Non-U.S. Plans:
Asset Category
Total
Fiscal 2022
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Net Asset
Value
Cash and cash equivalents
$
52,041 $
5,372 $
7,372 $
— $
39,297
Equity Securities:
UK
International:
Developed
Emerging
Unquoted/Private Equity
Fixed Income:
Government/Corporate:
UK
International
Index Linked
Other
Real Estate:
Direct
Indirect
Hedge Fund Strategy:
Equity Long/Short
Arbitrage & Event
Directional Trading & Fixed Income
Cash & Other
Direct Sourcing
Leveraged Loans
3,677
68
70,611
18,642
2,083
191,868
127,485
199,220
1,806
83,280
5,073
30,266
22,398
6,099
169,504
4,014
8,539
2,634
298
—
8,933
—
1,433
—
—
58
—
—
—
—
—
—
Alternative/Other
(52,849)
1,583
—
—
—
—
—
—
—
—
83,280
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,609
67,977
18,344
2,083
182,935
127,485
197,787
1,806
—
5,015
30,266
22,398
6,099
169,504
4,014
8,539
(54,432)
Total
$
943,757 $
20,379 $
90,652 $
— $
832,726
87
Asset Category
Total
Fiscal 2021
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Net Asset
Value
Cash and cash equivalents
$
51,780 $
6,566 $
5,092 $
— $
40,122
Equity Securities:
UK
International:
Developed
Emerging
Unquoted/Private Equity
Fixed Income:
Government/Corporate:
UK
International
Index Linked
Other
Convertible Bonds
Real Estate:
Direct
Indirect
Hedge Fund Strategy:
Equity Long/Short
Arbitrage & Event
Directional Trading & Fixed Income
Cash & Other
Direct Sourcing
Leveraged Loans
6,470
1,878
117,751
31,392
2,195
3,034
435
1
259,833
114,973
364,666
7,811
185
183,045
8,030
29,345
25,788
3,266
196,930
1,156
30,224
15,471
—
2,138
—
—
—
80
—
—
—
—
—
—
Alternative/Other
(92,239)
453
—
—
—
—
—
—
—
—
—
183,045
3,038
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,592
114,717
30,957
2,194
244,362
114,973
362,528
7,811
185
—
4,912
29,345
25,788
3,266
196,930
1,156
30,224
(92,692)
Total
$ 1,342,601 $
30,056 $
191,175 $
— $ 1,121,370
The fair value of the Level 1 assets is based on observable, quoted market prices of the identical underlying security in an active
market. The fair value of the Level 2 assets is primarily based on market observable inputs to quoted market prices, benchmark
yields and broker/dealer quotes. Level 3 inputs, as applicable, represent unobservable inputs that reflect assumptions developed
by management to measure assets at fair value.
The expected return on assets is developed in consideration of the anticipated duration of investment period for assets held by
the plan, the allocation of assets in the plan, and the historical returns for plan assets.
88
Estimated future benefit payments under the plans are as follows (dollars in thousands):
2023
2024
2025
2026
2027 through 2032
$
U.S.
Plans
Non-U.S.
Plans
1,814 $
1,822
1,841
1,784
11,573
55,341
55,551
56,522
56,243
338,542
Expected contributions to the U.S. Plans and Non-U.S. Plans to be made in 2023 are $0.3 million and $5.6 million, respectively.
(b)
Defined Contribution Plans
As of December 31, 2022, the company maintained two separate defined contribution 401(k) savings plans covering all
employees in the United States. These two plans separately cover the union employees at the Elgin, Illinois facility and all other
remaining union and non-union employees in the United States. The company also maintained defined contribution plans for its
UK based employees.
89
(12)
RESTRUCTURING AND ACQUISITION INTEGRATION INITIATIVES
Commercial Foodservice Equipment Group:
During the fiscal years 2022, 2021 and 2020, the company undertook cost reduction initiatives related to the Commercial
Foodservice Equipment Group including headcount reductions and facility consolidations. These actions resulted in expenses of
$2.0 million, $5.4 million and $10.1 million in the twelve months ended December 31, 2022, January 1, 2022 and January 2,
2021 respectively. These expenses are reflected in restructuring expenses in the Consolidated Statements of Earnings. The
primary realization of cost savings from the restructuring initiatives began in 2020 with expected annual savings of
approximately $20.0 million. At December 31, 2022, the restructuring obligations accrued for these initiatives are immaterial
and will be substantially complete by the end of fiscal year 2023.
Residential Kitchen Equipment Group:
During fiscal year 2022, the company initiated cost reduction initiatives related to the Residential Kitchen Equipment Group of
$5.1 million, primarily related to headcount reductions and facility consolidations. These expenses are reflected in restructuring
expenses in the Consolidated Statements of Earnings. The primary realization of cost savings from the restructuring initiatives
began in 2023 with an expected annual savings of approximately $8.0 million. At December 31, 2022, the restructuring
obligations accrued for these initiatives are immaterial and will be substantially complete by the end of fiscal year 2023.
The restructuring expenses for the other segment of the company were not material during fiscal years 2022, 2021 and 2020.
In December 2020, the company recorded an impairment of approximately $2.9 million associated to reflect the fair market
value of assets held for sale of a non-core business within the Residential Kitchen Equipment Group. This charge was reflected
in impairments in the Consolidated Statements of Earnings.
90
THE MIDDLEBY CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS ENDED DECEMBER 31, 2022, JANUARY 1, 2022
AND January 2, 2021
(amounts in thousands)
Balance
Beginning
Of Period
Additions/
(Recoveries)
Charged
to Expense
Other
Adjustments
(1)
Write-Offs
During
the Period
Balance
At End
Of Period
Allowance for doubtful accounts;
deducted from accounts receivable on the
balance sheets-
2022
2021
2020
$
$
$
18,770 $
4,311 $
776 $
(3,562) $
20,295
19,225 $
809 $
554 $
(1,818) $
18,770
14,886 $
6,868 $
1,239 $
(3,768) $
19,225
(1) Amounts consist primarily of valuation allowances assumed from acquired companies.
Valuation allowance - Deferred tax assets
2022
2021
2020
Balance
Beginning
Of Period
Additions/
(Recoveries)
Charged
to Expense
Write-Offs
During the
Period
Balance
At End
Of Period
10,222 $
1,377 $
— $
11,599
11,731 $
1,138 $
(2,647) $
10,222
7,754 $
3,977 $
— $
11,731
$
$
$
91
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
The company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report that are
designed to ensure that information required to be disclosed in the company's Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the company's management, including its Chief Executive Officer and Chief Financial
Officer as appropriate, to allow timely decisions regarding required disclosure.
The company carried out an evaluation, under the supervision and with the participation of the company's management,
including the company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation
of the company's disclosure controls and procedures as of December 31, 2022. Based on the foregoing, the company's Chief
Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective
as of the end of this period.
Changes in Internal Control Over Financial Reporting
During the quarter ended December 31, 2022, there have been no changes in the company's internal controls over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or
are reasonably likely to materially affect, the company's internal control over financial reporting.
92
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. Our internal control over financial reporting includes those policies and procedures that:
(i)
(ii)
pertain to the maintenance of records that in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets;
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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our principal executive officer and principal
financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the
framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (COSO). Our assessment of the internal control structure excluded Kloppenberg (acquired
April 25, 2022), Proxaut (acquired June 29, 2022), Icetro (acquired June 30, 2022), CP Packaging (acquired July 12, 2022),
Colussi (acquired July 27, 2022), Escher (acquired November 10, 2022) and Marco (acquired December 20, 2022).
These acquisitions constitute 0.2% and 6.0% of net and total assets, respectively, 1.7% of net sales and (0.5)% of net income of
the consolidated financial statements of the company as of and for the year ended December 31, 2022. These acquisitions are
included in the consolidated financial statements of the company as of and for the year ended December 31, 2022. Under
guidelines established by the Securities Exchange Commission, companies are allowed to exclude acquisitions from their
assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired
companies.
Based on our evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our
internal control over financial reporting was effective as of December 31, 2022.
Ernst & Young LLP, independent registered public accounting firm, who audited and reported on the consolidated financial
statements of the company included in this report, has issued a report on the effectiveness of the company's internal control over
financial reporting as of December 31, 2022.
The Middleby Corporation
March 1, 2023
93
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
PART III
Pursuant to General Instruction G (3), of Form 10-K, the information called for by Part III Item 10 (Directors, Executive
Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and
Director Independence) and Item 14 (Principal Accountant Fees and Services), is incorporated herein by reference from the
registrant’s definitive proxy statement filed with the Commission pursuant to Regulation 14A not later than 120 days after the
end of the fiscal year covered by this Form 10-K.
94
Item 15. Exhibits and Financial Statement Schedules
(a)
1.
Financial Statements
PART IV
The financial statements listed on Page 48 are filed as part of this Form 10-K.
3.
Exhibits
3.1
3.2
3.3
3.4
4.1
4.2
4.3
4.4
10.1
10.2
10.3*
10.4*
10.5*
10.6*
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.
Fourth Amended and Restated Bylaws of The Middleby Corporation (effective as of
February 26, 2021), filed on March 3, 2021.
Certificate of Amendment to the Restated Certificate of Incorporation of The Middleby
Corporation (effective as of May 3, 2007), incorporated by reference to the company’s
Form 8-K, Exhibit 3.1, dated May 3, 2007, filed on May 3, 2007.
Certificate of Amendment to the Restated Certificate of Incorporation of The Middleby
Corporation (effective as of May 8, 2014), incorporated by reference to the company's Form
8-K, Exhibit 3.1, dated May 6, 2014, filed on May 8, 2014.
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.
Indenture (including form of Global Note) with respect to The Middleby Corporation’s
1.00% Convertible Senior Notes due 2025, dated as of August 21, 2020, between The
Middleby Corporation and U.S. Bank National Association, as trustee, incorporated by
reference to the company's Form 8-K Exhibit 4.1 filed on August 21, 2020.
Form of Global Note for the 1.00% Convertible Senior Notes due 2025 incorporated by
reference to the company's Form 8-K Exhibit 4.1 filed on August 21, 2020.
Description of the Company's Securities Registered Pursuant to Section 12 of the Securities
Exchange Act of 1934, incorporated by reference to the company's Form 10-K Exhibit 4.4
for the fiscal year ended January 2, 2021, filed on March 3, 2021.
Voting and Support Agreement, dated as of April 20, 2021, by and among The Middleby
Corporation and the Welbilt Significant Stockholders named therein, incorporated by
reference to the company's Form 8-K Exhibit 10.1 filed on April 21, 2021.
Eighth Amended and Restated Credit Agreement, dated as of October 21, 2021, among
Middleby Marshall Inc., The Middleby Corporation, the Subsidiary Borrowers named
therein, the lenders named therein and Bank of America, N.A., as administrative agent for
the lenders, incorporated by reference to the company's Form 8-K Exhibit 10.1 filed on
October 21, 2021.
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.
Employment Agreement by and between The Middleby Corporation and Timothy J.
FitzGerald, dated March 21, 2013, incorporated by reference to the company's Form 8-K
Exhibit 10.1, filed on March 25, 2013.
Form of The Middleby Corporation 1998 Stock Incentive Plan Restricted Stock Agreement,
incorporated by reference to the company's Form 8-K Exhibit 10.2, dated March 7, 2005,
filed on March 8, 2005.
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.
95
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
10.16*
10.17*
21
23.1
31.1
31.2
32.1
32.2
101
Revised Form of Restricted Stock Agreement for The Middleby Corporation 1998 Stock
Incentive Plan, incorporated by reference to the company’s Form 8-K, Exhibit 10.1, dated
March 8, 2007, filed on March 14, 2007.
The Middleby Corporation 2011 Long-Term Incentive Plan, incorporated by reference to
Appendix A to the company’s definitive proxy statement filed with the Securities and
Exchange Commission on April 1, 2011.
The Middleby Corporation Value Creation Incentive Plan, incorporated by reference to
Appendix B to the company’s definitive proxy statement filed with the Securities and
Exchange Commission on April 1, 2011.
Form of Restricted Performance Stock Agreement for The Middleby Corporation 2011
Long-Term Incentive Plan, incorporated by reference the company's to Form 8-K Exhibit
10.1, dated February 24, 2014, filed on March 3, 2014.
Amendment to Employment Agreement between The Middleby Corporation, Middleby
Marshall Inc. and Timothy J. FitzGerald, dated February 19, 2018, incorporated by
reference to the company's Form 8-K Exhibit 10.2, filed on February 22, 2018.
Employment Agreement between The Middleby Corporation, Middleby Marshall Inc. and
David Brewer, dated February 19, 2018, incorporated by reference to the company's Form
8-K Exhibit 10.3, filed on February 22, 2018.
Form of Stock Award Agreement for The Middleby Corporation 2011 Long-Term
Incentive Plan, incorporated by reference to the company's Form 8-K, Exhibit 10.1, dated
April 11, 2019, filed on April 16, 2019.
Form of Restricted Stock Award Agreement for The Middleby Corporation 2011 Long-
Term Incentive Plan, incorporated by reference to the company's Form 8-K, Exhibit 10.2,
dated April 11, 2019, filed on April 16, 2019.
Form of Restricted Stock Unit Award Agreement for The Middleby Corporation 2011
Long-Term Incentive Plan, incorporated by reference to the company's Form 8-K Exhibit
10.1, dated December 31, 2020, filed on January 5, 2021.
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors for The
Middleby Corporation 2011 Long-Term Incentive Plan, incorporated by reference to the
company's Form 10-Q Exhibit 10.2 filed on May 13, 2021.
Employment Agreement, dated as of March 10, 2022, by and among The Middleby
Corporation, Middleby Marshall Inc. and Timothy J. FitzGerald incorporated by reference
to the company's Form 8-K Exhibit 10.1, filed on March 14, 2022.
List of subsidiaries.
Consent of Ernst & Young LLP.
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of
the Securities Exchange Act, as amended.
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of
the Securities Exchange Act, as amended.
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.
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.
Financial statements on Form 10-K for the year ended December 31, 2022, filed on
March 1, 2023, formatted in Inline Extensive Business Reporting Language (XBRL); (i)
consolidated balance sheets, (ii) consolidated statements of earnings, (iii) consolidated
statements of cash flows, (iv) notes to the consolidated financial statements.
104
Cover Page Interactive Data File (formatted in iXBRL) and contained in Exhibit 101).
*
See the financial statement schedule included under Item 8.
Designates management contract or compensation plan.
(c)
96
Item 16. Form 10-K Summary
None
97
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 1st day of March 2023.
SIGNATURES
THE MIDDLEBY CORPORATION
BY:
/s/ Bryan E. Mittelman
Bryan E. Mittelman
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities indicated on March 1, 2023.
Signatures
Title
PRINCIPAL EXECUTIVE OFFICER
/s/ Timothy J. FitzGerald
Timothy J. FitzGerald
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER
/s/ Bryan E. Mittelman
Bryan E. Mittelman
DIRECTORS
/s/ Gordon O'Brien
Gordon O'Brien
/s/ Sarah Palisi Chapin
Sarah Palisi Chapin
/s/ Cathy L. McCarthy
Cathy L. McCarthy
/s/ John R. Miller, III
John R. Miller, III
/s/ Robert Nerbonne
Robert Nerbonne
/s/ Nassem Ziyad
Nassem Ziyad
Chief Executive Officer and Director
Chief Financial Officer,
Principal Financial Officer and
Principal Accounting Officer
Chairman of the Board, Director
Director
Director
Director
Director
Director
98
Subsidiaries of The Middleby Corporation(1)
EXHIBIT 21
Name of Subsidiary
State/Country of
Incorporation/Organization
A&J Manufacturing, LLC (Florida)
A&J Manufacturing, LLC (Georgia)
AGA Rangemaster Group Ltd
AGA Rangemaster Ltd
AGA Rangemaster Properties Ltd
AGA Rayburn Ltd
Alkar Holdings, Inc.
Alkar-RapidPak, Inc.
American Permanent Ware Company, LLC
Anetsberger, LLC
ARG Corporate Services Ltd
Armor Inox Holding France S.A.S.
Armor Inox Production S.a.r.l.
Armor Inox S.A.S.
Armor Inox Services S.A.S.
Armor Inox USA LLC
Associated American Industries, LLC
Auto-Bake Acquisition Pty. Ltd
Auto-Bake Pty Ltd
Automation Tech, LLC
Automatic Bar Controls, Inc.
Bakers Pride Oven Company, LLC
Baker Thermal Solutions LLC
Beech Ovens LLC
Beech Ovens Pty Ltd
Brava Home, Inc.
Britannia Kitchen Ventilation
Burford Bakery Solutions Limited
Burford Corp
Carter-Hoffmann LLC
Catering Equipment Industry srl
Cinoxplan, S.L.U.
Cloverleaf AM Essex, LLC
CM Brewing Technologies, LLC
Cooking Solutions Group, LLC
CookTek Induction Systems, LLC
Colussi AWS, Inc.
Colussi Ermes CH Sagl
Colussi Ermes S.r.l.
Cozzini Middleby de Mexico, S. de R.L.de C.V.
Florida
Georgia
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Wisconsin
Wisconsin
Delaware
Delaware
United Kingdom
France
France
France
France
Delaware
Texas
Australia
Australia
Delaware
Delaware
Delaware
Delaware
Delaware
Australia
Delaware
United Kingdom
United Kingdom
Oklahoma
Delaware
Italy
Spain
Delaware
California
Delaware
Delaware
Delaware
Switzerland
Italy
Mexico
Cozzini, LLC
CP Packaging, LLC
Danfotech Holdings, LLC
Danfotech Inc.
DBT Holdings LLC
Desmon S.p.A.
Escher Mixers S.r.l.
Evo America, LLC
F.R. Drake Company
Fab-Asia Inc.
Field Service Solutions
Filling Machines & Systems, Inc.
Firex S.r.l.
Follett Europe Polska sp. z.o.o.
Follett International sp. z.o.o.
Follett Products, LLC
GateNext, LLC
G.S. Blodgett, LLC
Giga Grandi Cucine S.r.l.
Globe Food Equipment Company
Globe Food Equipment Holding Company
Goldstein Eswood Commercial Cooking Pty Ltd
Goldstein Properties Pty Ltd
Grand Rise International Limited
Grange Furniture Inc.
Guangzhou Masterbuilt Co. Limited
Hinds-Bock Corporation
Holman Cooking Equipment Inc.
Houno A/S
Houno Holdings LLC
Icetro America, Inc.
Icetro Co. Ltd.
IMA Co. Ltd.
Imperial Machine Company Ltd
Inline Filling Systems, LLC
Jade Range LLC
Jansen & De Bont B.V.
Johs. Lassen Fjellebroen A/S
Josper, S.A.
Keylog S.r.l.
Kamado Joe Deutschland GmbH
Kamado Joe Europe BV
Kamado Joe UK Limited
KJ UK Holdings Limited
Kloppenberg Products, LLC
Lab2Fab, LLC
LA Cornue SAS
Delaware
Wisconsin
Delaware
Missouri
Delaware
Italy
Italy
Delaware
Delaware
Philippines
Arkansas
Delaware
Italy
Poland
Poland
Delaware
Florida
Delaware
Italy
Ohio
Delaware
Australia
Australia
Hong Kong
Delaware
Peoples Republic of China
Washington
Delaware
Denmark
Delaware
California
Korea
Korea
United Kingdom
Florida
Delaware
Netherlands
Denmark
Spain
Italy
Germany
Netherlands
United Kingdom
United Kingdom
Delaware
Delaware
France
Levens Middleby Worldwide B.V.
Lincat Group Ltd.
Lincat Limited.
Marco Catering Equipment (Ningbo) Co. Ltd.
Marco Beverage System Limited
Marco Beverage System US Inc.
Masterbuilt I, Inc.
Masterbuilt II, Inc.
Masterbuilt Holdings, LLC
Masterbuilt Manufacturing, LLC
Maurer-Atmos Middleby GmbH
Meheen Manufacturing, Inc.
MEP FMS Holdings, LLC
Middleby Advantage, LLC
Middleby Asia Ltd
Middleby Canada Company, Inc.
Middleby Celfrost Innovations Pvt Ltd
Middleby China Corporation
Middleby Coffee Solutions Group, LLC
Middleby Cozzini Brasil Equipamentos, Ltda
Middleby Denmark Holdings ApS
Middleby do Brasil Ltda
Middleby Espana SLU
Middleby Europe SL
Middleby Foodservice Equipment Corporation
Middleby Food Processing Europe S.r.l.
Middleby Food Service Equipment Co., Ltd
Middleby Holding UK Ltd
Middleby India Engineering Pvt Ltd
Middleby Lux Holdings SCS
Middleby Luxembourg S.a.r.l.
Middleby Marshall Holding, LLC
Middleby Marshall, Inc.
Middleby Nationals Sales LLC
Middleby Packaging Solutions, LLC
Middleby Philippines Corporation
Middleby Sweden Holdings AB
Middleby UK Ltd
Middleby UK Residential Holdings
Middleby Worldwide Australia Pty Ltd
Middleby Worldwide Mexico SA de CV
Middleby Worldwide Philippines
Middleby Worldwide Services SA de CV
Middleby Worldwide, Inc.
Middleby XME S.L.U.
MP Equipment, LLC
New Star International Holdings, Inc.
Netherlands
United Kingdom
United Kingdom
China
Ireland
Washington
Delaware
Delaware
Delaware
Delaware
Germany
Washington
Delaware
Delaware
Hong Kong
Canada
India
Peoples Republic of China
Delaware
Brazil
Denmark
Brazil
Spain
Spain
Peoples Republic of China
Italy
Peoples Republic of China
United Kingdom
India
Luxembourg
Luxembourg
Delaware
Delaware
Delaware
Delaware
Philippines
Sweden
United Kingdom
United Kingdom
Australia
Mexico
Philippines
Mexico
Florida
Spain
Delaware
Delaware
Newton CFV, LLC
Newton CFV, Inc.
Nieco, LLC
Northland Corporation
Pacproinc, LLC
Novy GmbH
Novy Holding NV
Novy International
Novy Invest NV
Novy Ltd
Novy Nederland BV
Novy NV
Novy SAS
Pengyuan Technology (Shenzhen) Co, LTD.
Pitco Frialator, LLC
Premier Specialty Brands, LLC
Proxaut S.r.l.
Powerhouse Dynamics, LLC
QualServ Solutions LLC
Scanico A/S
SD Group Intressenter (SDGI)
Spenuzza, Inc.
Standex de Mexico S.A. de C.V.
Star International Holdings, Inc.
Star Manufacturing International Inc.
Steel Union S.r.l.
Stewart Systems Baking, LLC
Sveba Dahlen Rus. Ltd.
Sveba-Dahlen Aktiebolag
Sveba Dahlen Baltic OÜ
Sveba-Dahlen España
Sveba-Dahlen Group AB
Taylor Company S.r.l.
Taylor Commercial Foodservice, LLC
Taylor Food Service Equipment Trading (Shanghai) Co. Ltd
The Alluvian Spa, LLC
The Alluvian, LLC
Thurne-Middleby Ltd
TMC Lux Holdings Sarl
TMC Lux Sarl
TMC Scots Holdings LP
TurboChef Technologies, LLC
ULC Holding Company
U-Line Corporation
Varimixer A/S
Ve.Ma.C. S.r.l.
Viking Cooking Schools, LLC
Delaware
Delaware
Delaware
Michigan
Delaware
Germany
Belgium
Belgium
Belgium
United Kingdom
Netherlands
Belgium
Belgium
Peoples Republic of China
Delaware
Delaware
Italy
Delaware
Delaware
Denmark
Sweden
California
Mexico
Delaware
Delaware
Italy
Delaware
Russia
Sweden
Estonia
Spain
Sweden
Italy
Delaware
China
Mississippi
Mississippi
United Kingdom
Luxembourg
Luxembourg
United Kingdom
Delaware
Delaware
Wisconsin
Denmark
Italy
Mississippi
Viking Culinary Group, LLC
Viking Range Brasil Participacoes Ltda
Viking Range Corporation do Brasil Importacao e Comercio Ltda
Viking Range, LLC
Waterford Stanley Ltd
Wells Bloomfield LLC
Wild Goose Canning Technologies, LLC
Wunder-Bar Europe S.r.o.
Wunder-Bar Dispensing UK Ltd
Wunder-Bar Holdings, Inc.
Wunder-Bar International, Inc.
(1) Certain subsidiaries have been omitted as allowed.
Mississippi
Brazil
Brazil
Delaware
Ireland
Delaware
Colorado
Czech Republic
United Kingdom
Delaware
California
Consent of Independent Registered Public Accounting Firm
Exhibit 23.1
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-259055) pertaining
to The Middleby Corporation 2021 Long-Term Incentive Plan, of our reports dated March 1, 2023, with respect to
the consolidated financial statements and schedule of The Middleby Corporation and the effectiveness of internal
control over financial reporting of The Middleby Corporation, included in this Annual Report (Form 10-K) for the
year ended December 31, 2022.
/s/ Ernst & Young LLP
Chicago, Illinois
March 1, 2023
EXHIBIT 31.1
I, Timothy J. FitzGerald, certify that:
CERTIFICATIONS
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of The Middleby Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or
persons performing the equivalent function):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal controls over financial reporting.
Date: March 1, 2023
/s/ Timothy J. FitzGerald
Timothy J. FitzGerald
Chief Executive Officer of The Middleby Corporation
EXHIBIT 31.2
I, Bryan E. Mittelman, certify that:
CERTIFICATIONS
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of The Middleby Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or
persons performing the equivalent function):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal controls over financial reporting.
Date: March 1, 2023
/s/ Bryan E. Mittelman
Bryan E. Mittelman
Chief Financial Officer of The Middleby Corporation
CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER OF
THE MIDDLEBY CORPORATION
PURSUANT TO RULE 13A-14(b) UNDER THE EXCHANGE ACT AND
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)
EXHIBIT 32.1
This certification is being furnished pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
I, Timothy J. FitzGerald, Chief Executive Officer (principal executive officer) of The Middleby Corporation (the “Registrant”),
certify, to the best of my knowledge, based upon a review of the Annual Report on Form 10-K for the period ended
December 31, 2022 of the Registrant (the “Report”), that:
(1)
(2)
Date: March 1, 2023
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
The information contained in the Report fairly presents, in all material aspects, the financial condition and
results of operations of the Registrant.
/s/ Timothy J. FitzGerald
Timothy J. FitzGerald
CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER OF
THE MIDDLEBY CORPORATION
PURSUANT TO RULE 13A-14(b) UNDER THE EXCHANGE ACT AND
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)
EXHIBIT 32.2
This certification is being furnished pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
I, Bryan E. Mittelman, Chief Financial Officer (principal financial officer) of The Middleby Corporation (the “Registrant”),
certify, to the best of my knowledge, based upon a review of the Annual Report on Form 10-K for the period ended
December 31, 2022 of the Registrant (the “Report”), that:
(1)
(2)
Date: March 1, 2023
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
The information contained in the Report fairly presents, in all material aspects, the financial condition and
results of operations of the Registrant.
/s/ Bryan E. Mittelman
Bryan E. Mittelman
CORPORATE INFORMATION
BOARD OF DIRECTORS
EXECUTIVE OFFICERS
CORPORATE HEADQUARTERS
Gordon O’Brien 2, 4
Chairman of the Board
Managing Partner
Cannon Capital
Sarah Palisi Chapin 4, 5, 6
Principal
Chapin Creative, LLC
Timothy J. FitzGerald
Chief Executive Officer
The Middleby Corporation
Cathy L. McCarthy 1, 2, 6
Chief Executive Officer
Cross Tack, Inc.
John R. Miller III 3, 4, 6
Retired, Chairman and
Chief Executive Officer
EOP, Inc.
Timothy J. FitzGerald
Chief Executive Officer
Bryan E. Mittelman
Chief Financial Officer
Martin Lindsay
Chief Risk and Administration Officer,
Treasurer and Secretary
James K. Pool III
Chief Technology and
Operations Officer
Steven P. Spittle
Chief Commercial Officer
TRANSFER AGENT AND REGISTRAR
Computershare Trust Company, N.A.
250 Royall Street
Canton, MA 02021
Robert Nerbonne 6
Retired, Executive Vice President
Cooper-Atkins, Corporation
Nassem Ziyad 2,4
Chief Operating Officer
Ziyad Brothers Importing
1 Chair of Audit Committee
2 Audit Committee Member
3 Chair of Compensation Committee
4 Compensation Committee Member
5 Chair of Nominating and Corporate Governance Committee
6 Nominating and Corporate Governance Committee Member
The Middleby Corporation
1400 Toastmaster Drive
Elgin, Illinois 60120
847 741 3300
FAX 847 741 0015
INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS
Ernst & Young LLP
Chicago, Illinois
STOCK MARKET INFORMATION
The Middleby Corporation is traded on
The NASDAQ Stock Market LLC under
the symbol “MIDD.”
INVESTOR RELATIONS
For additional information:
The Middleby Corporation
1400 Toastmaster Drive
Elgin, IL 60120
investors@middleby.com
847 741 3300
or visit www.middleby.com
COMMERCIAL FOODSERVICE EQUIPMENT
FOOD
BEVERAGE
TECHNOLOGY
FOOD PROCESSING EQUIPMENT
RESIDENTIAL KITCHEN EQUIPMENT
1400 Toastmaster Drive
1400 Toastmaster Drive
Elgin, Illinois 60120
Elgin, Illinois 60120
www.middleby.com
www.middleby.com
www.middlebyresidential.com
www.middlebyresidential.com
www.middprocessing.com
www.middprocessing.com