MIDD XXXXXXXXXX10K for filing
A N N U A L
R E P O R T
20
1 9
NET SALES
(dollars in millions)
1,600
2,000
2,200
2,400
2,600
2,800
3,000
$3,200
1,800
1,200
1,400
1,000
800
600
400
200
0
20
18
20
19
20
18
20
19
(dollars in thousands)
2019 FINANCIAL HIGHLIGHTS
20
15
20
1620
17
20
18
20
19
NET EARNINGS
(dollars in millions)
350
$400
0
20
15
20
1620
17
20
17
EPS ON NET EARNINGS
0
300
150
200
250
100
50
20
15
20
16
XXXXXXXXXX2015
NET SALES $2,959,446 $2,722,931 $2,335,542 $2,267,852 $1,826,598
GROSS PROFIT $1,103,497 $1,004,140 $912,741 $901,180 $706,505
INCOME FROM OPERATIONS $514,043 $445,966 $378,613 $419,018 $299,385
NET EARNINGS $352,240 $317,152 $298,128 $284,216 $191,610
EPS ON NET EARNINGS $6.33 $5.70 $5.26 $4.98 $3.36
WEIGHTED AVERAGE SHARES 55,656,000 55,604,000 56,719,000 57,085,000 56,973,000
CASHFLOW FROM OPERATIONS $377,425 $368,914 $304,455 $294,110 $249,592
TOTAL ASSETS $5,002,143 $4,549,781 $3,339,713 $2,917,136 $2,761,151
TOTAL DEBT $1,873,140 $1,892,105 $1,028,881 $732,126 $766,061
STOCKHOLDERŚ EQUITY $1,946,814 $1,665,203 $1,361,148 $1,265,318 $1,166,830
5
6
$7
3
4
2
1
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.
For the Fiscal Year Ended December 28, 2019
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File No XXXXXXXXXX
THE MIDDLEBY CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware XXXXXXXXXX
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number)
1400 Toastmaster Drive, Elgin, Illinois 60120
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: XXXXXXXXXX
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common stock, par value $0.01 per share MIDD NASDAQ Global 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 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.
XXXXXXXXXXYes No
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 XXXXXXXXXXYes No
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).
XXXXXXXXXXYes 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.
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the voting stock held by nonaffiliates of the Registrant as of June 29, 2019 was approximately $7,494,902,608.
The number of shares outstanding of the Registrant’s class of common stock, as of Fe
uary 24, 2020, was 56,189,686 shares.
Documents Incorporated by Reference
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 2020 annual meeting of stockholders.
THE MIDDLEBY CORPORATION
DECEMBER 28, 2019
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Page
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Issues
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosure about Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
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. Exhibits and Financial Statement Schedule
Item 16. Form 10-K Summary
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PART I
Item XXXXXXXXXXBusiness
General
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
oad 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 and dishwashers primarily used in the
esidential 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)
esidential kitchen equipment as a result of its acquisition of industry leading
ands 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, cu
ent reports on Form 8-K and amendments to such reports are available, free of charge, on the company's internet
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
oad 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
estaurants, convenience stores, retail outlets, hotels and other institutions.
This commercial foodservice equipment is marketed under a portfolio of sixty
ands, including Anets, APW Wyott, Bakers
Pride, Beech, BKI, Blodgett, Blodgett Combi, Blodgett Range, Bloomfield, Britannia, Carter-Hoffmann, Celfrost, Concordia,
CookTek, Crown, CTX, Desmon, Doyon, Eswood, EVO, Firex, Follett, Frifri, Giga, Globe, Goldstein, Holman, Houno, IMC,
Induc, Jade, JoeTap, Josper, L2F, Lang, Lincat, MagiKitch’n, Market Forge, Marsal, Middleby Marshall, MPC, Nieco, Nu-Vu,
PerfectFry, Pitco, Powerhouse Dynamics, QualServ, Southbend, Ss Brewtech, Star, Starline, Sveba Dahlen, Synesso, Taylor,
Toastmaster, Tu
oChef, Ultrafryer, Varimixer, Wells 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, cha
oilers, ventless cooking systems, kitchen ventilation, induction cooking
equipment, countertop cooking equipment, toasters, griddles, charcoal grills, professional mixers, stainless steel fa
ication,
custom millwork, professional refrigerators, blast chillers, coldrooms, ice machines, freezers, soft serve ice cream equipment,
coffee and beverage dispensing equipment, home and professional craft
ewing equipment and IoT solutions.
2
Food Processing Equipment Group
The Food Processing Equipment Group offers a
oad 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
ead.
Through its
oad line of products, the company is able to deliver a wide a
ay 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
educed operating costs resulting from increased product yields, increased capacity, greater throughput and reduced labor