falsedesktopMIDD2020-09-26000076952020000026{"tbl_sim": "https://q10k.com/tbl-sim", "search": "https://q10k.com/search"}{"q10k_tbl_0": "Large accelerated filer\t☒\tAccelerated filer\t☐\tNon-accelerated filer\t☐\nSmaller reporting company\t☐\tEmerging growth company\t☐\t\t\n", "q10k_tbl_1": "DESCRIPTION\t\tPAGE\nPART I. FINANCIAL INFORMATION\t\t\nItem 1.\tCondensed Consolidated Financial Statements (unaudited)\t\n\tCONDENSED CONSOLIDATED BALANCE SHEETS as of SEPTEMBER 26 2020 and DECEMBER 28 2019\t1\n\tCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME for the three and nine months ended SEPTEMBER 26 2020 and SEPTEMBER 28 2019\t2\n\tCONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY for the three and nine months ended SEPTEMBER 26 2020 and SEPTEMBER 28 2019\t3\n\tCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS for the nine months ended SEPTEMBER 26 2020 and SEPTEMBER 28 2019\t5\n\tNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS\t6\nItem 2.\tManagement's Discussion and Analysis of Financial Condition and Results of Operations\t30\nItem 3.\tQuantitative and Qualitative Disclosures About Market Risk\t38\nItem 4.\tControls and Procedures\t39\nPART II. OTHER INFORMATION\t\t\nItem 1.A\tRisk Factors\t40\nItem 2.\tUnregistered Sales of Equity Securities and Use of Proceeds\t42\nItem 6.\tExhibits\t43\n", "q10k_tbl_2": "ASSETS\tSep 26 2020\tDec 28 2019\nCurrent assets:\t\t\nCash and cash equivalents\t220310\t94500\nAccounts receivable net of reserve for doubtful accounts of $20237 and $14886\t381273\t447612\nInventories net\t557512\t585699\nPrepaid expenses and other\t67261\t61224\nPrepaid taxes\t14826\t20161\nTotal current assets\t1241182\t1209196\nProperty plant and equipment net of accumulated depreciation of $223844 and $197629\t343860\t352145\nGoodwill\t1855361\t1849747\nOther intangibles net of amortization of $385737 and $333507\t1420600\t1443381\nLong-term deferred tax assets\t35115\t36932\nOther assets\t124066\t110742\nTotal assets\t5020184\t5002143\nLIABILITIES AND STOCKHOLDERS' EQUITY\t\t\nCurrent liabilities:\t\t\nCurrent maturities of long-term debt\t23152\t2894\nAccounts payable\t152262\t173693\nAccrued expenses\t421580\t416550\nTotal current liabilities\t596994\t593137\nLong-term debt\t1808973\t1870246\nLong-term deferred tax liability\t137276\t133500\nAccrued pension benefits\t252420\t289086\nOther non-current liabilities\t193199\t169360\nStockholders' equity:\t\t\nPreferred stock $0.01 par value; nonvoting; 2000000 shares authorized; none issued\t0\t0\nCommon stock $0.01 par value; 63558226 and 63129775 shares issued in 2020 and 2019 respectively\t146\t145\nPaid-in capital\t415952\t387402\nTreasury stock at cost; 7945527 and 6940089 shares in 2020 and 2019\t(528506)\t(451262)\nRetained earnings\t2516919\t2361462\nAccumulated other comprehensive loss\t(373189)\t(350933)\nTotal stockholders' equity\t2031322\t1946814\nTotal liabilities and stockholders' equity\t5020184\t5002143\n", "q10k_tbl_3": "\tThree Months Ended\t\tNine Months Ended\t\n\tSep 26 2020\tSep 28 2019\tSep 26 2020\tSep 28 2019\nNet sales\t634525\t724014\t1783961\t2171820\nCost of sales\t411776\t453986\t1157896\t1358001\nGross profit\t222749\t270028\t626065\t813819\nSelling general and administrative expenses\t128814\t144460\t384580\t445000\nRestructuring expenses\t7263\t4223\t10281\t6806\nIncome from operations\t86672\t121345\t231204\t362013\nInterest expense and deferred financing amortization net\t18418\t20846\t55881\t63334\nNet periodic pension benefit (other than service costs)\t(10149)\t(7175)\t(30004)\t(22233)\nOther (income) expense net\t(294)\t1444\t3414\t(489)\nEarnings before income taxes\t78697\t106230\t201913\t321401\nProvision for income taxes\t18181\t24210\t46456\t78158\nNet earnings\t60516\t82020\t155457\t243243\nNet earnings per share:\t\t\t\t\nBasic\t1.10\t1.47\t2.82\t4.37\nDiluted\t1.10\t1.47\t2.82\t4.37\nWeighted average number of shares\t\t\t\t\nBasic\t54982\t55663\t55104\t55641\nDilutive common stock equivalents\t118\t0\t48\t0\nDiluted\t55100\t55663\t55152\t55641\nComprehensive income\t82887\t55915\t133201\t191876\n", "q10k_tbl_4": "\tCommon Stock\tPaid-in Capital\tTreasury Stock\tRetained Earnings\tAccumulated Other Comprehensive Income/(loss)\tTotal Stockholders' Equity\nBalance June 27 2020\t145\t406640\t(528111)\t2456403\t(395560)\t1939517\nNet earnings\t0\t0\t0\t60516\t0\t60516\nCurrency translation adjustments\t0\t0\t0\t0\t25851\t25851\nChange in unrecognized pension benefit costs net of tax of $(1283)\t0\t0\t0\t0\t(6133)\t(6133)\nUnrealized gain on interest rate swap net of tax of $960\t0\t0\t0\t0\t2653\t2653\nStock compensation\t0\t5300\t0\t0\t0\t5300\nStock issuance\t1\t3705\t0\t0\t0\t3706\nPurchase of treasury stock\t0\t0\t(395)\t0\t0\t(395)\nEquity component of issuance of convertible notes\t0\t307\t0\t0\t0\t307\nBalance September 26 2020\t146\t415952\t(528506)\t2516919\t(373189)\t2031322\nBalance December 28 2019\t145\t387402\t(451262)\t2361462\t(350933)\t1946814\nNet earnings\t0\t0\t0\t155457\t0\t155457\nCurrency translation adjustments\t0\t0\t0\t0\t(3213)\t(3213)\nChange in unrecognized pension benefit costs net of tax of $1308\t0\t0\t0\t0\t6184\t6184\nUnrealized (loss) on interest rate swap net of tax of $(9303)\t0\t0\t0\t0\t(25227)\t(25227)\nStock compensation\t0\t14422\t0\t0\t0\t14422\nStock issuance\t1\t13821\t0\t0\t0\t13822\nPurchase of treasury stock\t0\t0\t(77244)\t0\t0\t(77244)\nEquity component of issuance of convertible notes\t0\t307\t0\t0\t0\t307\nBalance September 26 2020\t146\t415952\t(528506)\t2516919\t(373189)\t2031322\n", "q10k_tbl_5": "\tCommon Stock\tPaid-in Capital\tTreasury Stock\tRetained Earnings\tAccumulated Other Comprehensive Income/(loss)\tTotal Stockholders' Equity\nBalance June 29 2019\t145\t380603\t(451204)\t2170445\t(301738)\t1798251\nNet earnings\t0\t0\t0\t82020\t0\t82020\nCurrency translation adjustments\t0\t0\t0\t0\t(25428)\t(25428)\nChange in unrecognized pension benefit costs net of tax of $1026\t0\t0\t0\t0\t4975\t4975\nUnrealized (loss) on interest rate swap net of tax of $(1867)\t0\t0\t0\t0\t(5652)\t(5652)\nStock compensation\t0\t1923\t0\t0\t0\t1923\nPurchase of treasury stock\t0\t0\t(58)\t0\t0\t(58)\nBalance September 28 2019\t145\t382526\t(451262)\t2252465\t(327843)\t1856031\nBalance December 29 2018\t145\t377419\t(445118)\t2009233\t(276476)\t1665203\nNet earnings\t0\t0\t0\t243243\t0\t243243\nAdoption of ASU 2017-12 (1)\t0\t0\t0\t(11)\t11\t0\nCurrency translation adjustments\t0\t0\t0\t0\t(27190)\t(27190)\nChange in unrecognized pension benefit costs net of tax of $955\t0\t0\t0\t0\t4966\t4966\nUnrealized (loss) on interest rate swap net of tax of $(9890)\t0\t0\t0\t0\t(29154)\t(29154)\nStock compensation\t0\t3257\t0\t0\t0\t3257\nStock issuance\t0\t1850\t0\t0\t0\t1850\nPurchase of treasury stock\t0\t0\t(6144)\t0\t0\t(6144)\nBalance September 28 2019\t145\t382526\t(451262)\t2252465\t(327843)\t1856031\n", "q10k_tbl_6": "\tNine Months Ended\t\n\tSep 26 2020\tSep 28 2019\nCash flows from operating activities--\t\t\nNet earnings\t155457\t243243\nAdjustments to reconcile net earnings to net cash provided by operating activities--\t\t\nDepreciation and amortization\t81594\t77272\nAmortization of discount and issuance costs on convertible notes\t2130\t0\nNon-cash share-based compensation\t14422\t3257\nDeferred income taxes\t11696\t9931\nNet periodic pension benefit (other than service costs)\t(30004)\t(22233)\nChanges in assets and liabilities net of acquisitions\t\t\nAccounts receivable net\t69176\t(1116)\nInventories net\t43188\t(65864)\nPrepaid expenses and other assets\t16576\t1903\nAccounts payable\t(28171)\t(17659)\nAccrued expenses and other liabilities\t(19882)\t1010\nNet cash provided by operating activities\t316182\t229744\nCash flows from investing activities--\t\t\nNet additions to property plant and equipment\t(29776)\t(33819)\nProceeds on sale of property plant and equipment\t9381\t0\nAcquisitions net of cash acquired\t(33144)\t(238974)\nNet cash used in investing activities\t(53539)\t(272793)\nCash flows from financing activities--\t\t\nProceeds under Credit Facility\t2547305\t444451\nRepayments under Credit Facility\t(3217507)\t(375188)\nProceeds from issuance of convertible notes net of issuance costs\t729933\t0\nPremiums paid for capped call\t(104650)\t0\nNet proceeds under international credit facilities\t2033\t319\nNet repayments under other debt arrangement\t(34)\t(175)\nPayments of deferred purchase price\t(3700)\t(1648)\nRepurchase of treasury stock\t(77244)\t(6144)\nDebt issuance costs on Credit Facility\t(10974)\t0\nNet cash (used in) provided by financing activities\t(134838)\t61615\nEffect of exchange rates on cash and cash equivalents\t(1995)\t(3086)\nChanges in cash and cash equivalents--\t\t\nNet increase in cash and cash equivalents\t125810\t15480\nCash and cash equivalents at beginning of year\t94500\t71701\nCash and cash equivalents at end of period\t220310\t87181\nNon-cash investing and financing activities:\t\t\nStock issuance related to acquisition\t3706\t0\n", "q10k_tbl_7": "\tFair Value Level 1\tFair Value Level 2\tFair Value Level 3\tTotal\nAs of September 26 2020\t\t\t\t\nFinancial Liabilities:\t\t\t\t\nInterest rate swaps\t0\t57820\t0\t57820\nContingent consideration\t0\t0\t10542\t10542\nForeign exchange derivative contracts\t0\t171\t0\t171\nAs of December 28 2019\t\t\t\t\nFinancial Assets:\t\t\t\t\nInterest rate swaps\t0\t1830\t0\t1830\nFinancial Liabilities:\t\t\t\t\nInterest rate swaps\t0\t25120\t0\t25120\nContingent consideration\t0\t0\t6697\t6697\nForeign exchange derivative contracts\t0\t901\t0\t901\n", "q10k_tbl_8": "\t(as initially reported) April 1 2019\tMeasurement Period Adjustments\t(as adjusted) April 1 2019\nCash\t843\t0\t843\nCurrent assets\t33666\t(1625)\t32041\nProperty plant and equipment\t15959\t(58)\t15901\nGoodwill\t31207\t6330\t37537\nOther intangibles\t53450\t(5850)\t47600\nOther assets\t0\t1470\t1470\nCurrent liabilities\t(15130)\t(1583)\t(16713)\nLong-term deferred tax liability\t(13082)\t2553\t(10529)\nOther non-current liabilities\t0\t(1163)\t(1163)\nNet assets acquired and liabilities assumed\t106913\t74\t106987\n", "q10k_tbl_9": "\tPreliminary Opening Balance Sheet\tPreliminary Measurement Period Adjustments\tAdjusted Opening Balance Sheet\nCash\t2683\t(10)\t2673\nCurrent assets\t21525\t1016\t22541\nProperty plant and equipment\t8920\t(166)\t8754\nGoodwill\t99838\t(11213)\t88625\nOther intangibles\t64019\t11363\t75382\nLong-term deferred tax asset\t1288\t1428\t2716\nOther assets\t137\t854\t991\nCurrent liabilities\t(20437)\t(348)\t(20785)\nOther non-current liabilities\t(6170)\t(4129)\t(10299)\nConsideration paid at closing\t171803\t(1205)\t170598\nDeferred payments\t2404\t0\t2404\nContingent consideration\t4258\t3600\t7858\nNet assets acquired and liabilities assumed\t178465\t2395\t180860\n", "q10k_tbl_10": "\tPreliminary Opening Balance Sheet\tPreliminary Measurement Period Adjustments\tAdjusted Opening Balance Sheet\nCash\t2347\t0\t2347\nCurrent assets\t31089\t(12908)\t18181\nProperty plant and equipment\t1032\t(241)\t791\nGoodwill\t12776\t672\t13448\nOther intangibles\t16484\t0\t16484\nOther assets\t1708\t0\t1708\nCurrent liabilities\t(30005)\t12477\t(17528)\nOther non-current liabilities\t(3070)\t0\t(3070)\nConsideration paid at closing\t32361\t0\t32361\nDeferred payments\t1250\t0\t1250\nContingent consideration\t1774\t0\t1774\nNet assets acquired and liabilities assumed\t35385\t0\t35385\n", "q10k_tbl_11": "\tNine Months Ended\t\n\tSeptember 26 2020\tSeptember 28 2019\nNet sales\t1786481\t2262959\nNet earnings\t158115\t231068\nNet earnings per share:\t\t\nBasic\t2.87\t4.15\nDiluted\t2.87\t4.15\n", "q10k_tbl_12": "\tCommercial Foodservice\tFood Processing\tResidential Kitchen\tTotal\nThree Months Ended September 26 2020\t\t\t\t\nUnited States and Canada\t265793\t82126\t97318\t445237\nAsia\t39864\t4711\t1875\t46450\nEurope and Middle East\t60603\t18600\t52216\t131419\nLatin America\t4963\t5211\t1245\t11419\nTotal\t371223\t110648\t152654\t634525\nNine Months Ended September 26 2020\t\t\t\t\nUnited States and Canada\t768202\t227770\t264116\t1260088\nAsia\t104936\t18460\t3753\t127149\nEurope and Middle East\t180187\t57051\t117187\t354425\nLatin America\t28522\t13196\t581\t42299\nTotal\t1081847\t316477\t385637\t1783961\nThree Months Ended September 28 2019\t\t\t\t\nUnited States and Canada\t346616\t57255\t86859\t490730\nAsia\t53463\t5100\t1490\t60053\nEurope and Middle East\t82244\t21125\t44395\t147764\nLatin America\t18667\t5667\t1133\t25467\nTotal\t500990\t89147\t133877\t724014\nNine Months Ended September 28 2019\t\t\t\t\nUnited States and Canada\t1004609\t172944\t270689\t1448242\nAsia\t153787\t21836\t4355\t179978\nEurope and Middle East\t258102\t67624\t142016\t467742\nLatin America\t55302\t17070\t3486\t75858\nTotal\t1471800\t279474\t420546\t2171820\n", "q10k_tbl_13": "\tSep 26 2020\tDec 28 2019\nContract assets\t21345\t22675\nContract liabilities\t86103\t74511\nNon-current contract liabilities\t12488\t12870\n", "q10k_tbl_14": "\tCurrency Translation Adjustment\tPension Benefit Costs\tUnrealized Gain/(Loss) Interest Rate Swap\tTotal\nBalance as of December 28 2019\t(105705)\t(228336)\t(16892)\t(350933)\nOther comprehensive income before reclassification\t(3213)\t6184\t(35646)\t(32675)\nAmounts reclassified from accumulated other comprehensive income\t0\t0\t10419\t10419\nNet current-period other comprehensive income\t(3213)\t6184\t(25227)\t(22256)\nBalance as of September 26 2020\t(108918)\t(222152)\t(42119)\t(373189)\nBalance as of December 29 2018\t(112771)\t(170938)\t7233\t(276476)\nAdoption of ASU 2017-12 (2)\t0\t0\t11\t11\nOther comprehensive income before reclassification\t(27190)\t4966\t(27201)\t(49425)\nAmounts reclassified from accumulated other comprehensive income\t0\t0\t(1953)\t(1953)\nNet current-period other comprehensive income\t(27190)\t4966\t(29143)\t(51367)\nBalance as of September 28 2019\t(139961)\t(165972)\t(21910)\t(327843)\n", "q10k_tbl_15": "\tThree Months Ended\t\tNine Months Ended\t\n\tSep 26 2020\tSep 28 2019\tSep 26 2020\tSep 28 2019\nNet earnings\t60516\t82020\t155457\t243243\nCurrency translation adjustment\t25851\t(25428)\t(3213)\t(27190)\nPension liability adjustment net of tax\t(6133)\t4975\t6184\t4966\nUnrealized gain (loss) on interest rate swaps net of tax\t2653\t(5652)\t(25227)\t(29143)\nComprehensive income\t82887\t55915\t133201\t191876\n", "q10k_tbl_16": "\tSep 26 2020\tDec 28 2019\nRaw materials and parts\t274769\t277394\nWork-in-process\t59496\t58663\nFinished goods\t223247\t249642\n\t557512\t585699\n", "q10k_tbl_17": "\tCommercial Foodservice\tFood Processing\tResidential Kitchen\tTotal\nBalance as of December 28 2019\t1153552\t257679\t438516\t1849747\nGoodwill acquired during the year\t13448\t0\t0\t13448\nMeasurement period adjustments to goodwill acquired in prior year\t(55)\t(8732)\t1673\t(7114)\nExchange effect\t3571\t2706\t(6997)\t(720)\nBalance as of September 26 2020\t1170516\t251653\t433192\t1855361\n", "q10k_tbl_18": "\tSeptember 26 2020\t\t\tDecember 28 2019\t\t\n\tEstimated Weighted Avg Remaining Life\tGross Carrying Amount\tAccumulated Amortization\tEstimated Weighted Avg Remaining Life\tGross Carrying Amount\tAccumulated Amortization\nAmortized intangible assets:\t\t\t\t\t\t\nCustomer lists\t8.7\t726631\t(331670)\t9.2\t717397\t(283846)\nBacklog\t0.5\t31336\t(30389)\t1.3\t29426\t(28283)\nDeveloped technology\t7.3\t36351\t(23678)\t5.2\t32999\t(21378)\n\t\t794318\t(385737)\t\t779822\t(333507)\nIndefinite-lived assets:\t\t\t\t\t\t\nTrademarks and tradenames\t\t1012019\t\t\t997066\t\n", "q10k_tbl_19": "Twelve Month Period coinciding with the end of the company's Fiscal Third Quarter\tAmortization Expense\n2021\t64119\n2022\t60564\n2023\t54096\n2024\t45053\n2025\t35892\nThereafter\t148857\n\t408581\n", "q10k_tbl_20": "\tSep 26 2020\tDec 28 2019\nContract liabilities\t86103\t74511\nAccrued payroll and related expenses\t71526\t80621\nAccrued warranty\t67714\t66374\nAccrued customer rebates\t33418\t51709\nAccrued sales and other tax\t23438\t19862\nAccrued short-term leases\t23297\t21827\nAccrued interest rate swaps\t15282\t0\nAccrued product liability and workers compensation\t13134\t15164\nAccrued professional fees\t12291\t13368\nAccrued agent commission\t10562\t13816\nAccrued restructuring\t5818\t1121\nOther accrued expenses\t58997\t58177\n\t421580\t416550\n", "q10k_tbl_21": "\tNine Months Ended\n\tSep 26 2020\nBalance as of December 28 2019\t66374\nWarranty reserve related to acquisitions\t1335\nWarranty expense\t42480\nWarranty claims\t(42475)\nBalance as of September 26 2020\t67714\n", "q10k_tbl_22": "\tSep 26 2020\tDec 28 2019\n\t(in thousands)\t\nSenior secured revolving credit line\t854758\t1869402\nTerm loan facility\t345312\t0\nConvertible senior notes\t627006\t0\nForeign loans\t4967\t3622\nOther debt arrangement\t82\t116\nTotal debt\t1832125\t1873140\nLess: Current maturities of long-term debt\t23152\t2894\nLong-term debt\t1808973\t1870246\n", "q10k_tbl_23": "\tSep 26 2020\t\tDec 28 2019\t\n\tCarrying Value\tFair Value\tCarrying Value\tFair Value\nTotal debt excluding convertible senior notes\t1205119\t1205119\t1873140\t1873140\n", "q10k_tbl_24": "\tSep 26 2020\n\t(in thousands)\nPrincipal amounts:\t\nPrincipal\t747500\nUnamortized debt discount\t(120494)\nNet carrying amount\t627006\n", "q10k_tbl_25": "\tCondensed Consolidated Balance Sheet Presentation\tSep 26 2020\tDec 28 2019\nFair value\tOther assets\t0\t1830\nFair value\tAccrued expenses\t15282\t0\nFair value\tOther non-current liabilities\t42538\t25120\n", "q10k_tbl_26": "\t\tThree Months Ended\t\tNine Months Ended\t\n\tPresentation of Gain/(loss)\tSep 26 2020\tSep 28 2019\tSep 26 2020\tSep 28 2019\nGain/(loss) recognized in accumulated other comprehensive income\tOther comprehensive income\t(1545)\t(7114)\t(44949)\t(37090)\nGain/(loss) reclassified from accumulated other comprehensive income (effective portion)\tInterest expense\t(5158)\t403\t(10419)\t1953\n", "q10k_tbl_27": "\tThree Months Ended\t\t\t\tNine Months Ended\t\t\t\n\tSep 26 2020\t\tSep 28 2019\t\tSep 26 2020\t\tSep 28 2019\t\n\tSales\tPercent\tSales\tPercent\tSales\tPercent\tSales\tPercent\nBusiness Segments:\t\t\t\t\t\t\t\t\nCommercial Foodservice\t371223\t58.5%\t500990\t69.2%\t1081847\t60.6%\t1471800\t67.8%\nFood Processing\t110648\t17.4\t89147\t12.3\t316477\t17.7\t279474\t12.9\nResidential Kitchen\t152654\t24.1\t133877\t18.5\t385637\t21.7\t420546\t19.3\nTotal\t634525\t100.0%\t724014\t100.0%\t1783961\t100.0%\t2171820\t100.0%\n", "q10k_tbl_28": "\tCommercial Foodservice\tFood Processing\tResidential Kitchen\tCorporate and Other (1)\tTotal\nThree Months Ended September 26 2020\t\t\t\t\t\nNet sales\t371223\t110648\t152654\t0\t634525\nIncome (loss) from operations (2)(3)\t57483\t22860\t22626\t(16297)\t86672\nDepreciation expense\t5360\t1480\t2965\t0\t9805\nAmortization expense (4)\t12923\t1794\t2170\t692\t17579\nNet capital expenditures\t5279\t692\t794\t299\t7064\nNine Months Ended September 26 2020\t\t\t\t\t\nNet sales\t1081847\t316477\t385637\t0\t1783961\nIncome (loss) from operations (2)(3)\t173064\t57801\t41860\t(41521)\t231204\nDepreciation expense\t15567\t4179\t8742\t15\t28503\nAmortization expense (4)\t38257\t5494\t7627\t1713\t53091\nNet capital expenditures\t12771\t3115\t4089\t420\t20395\nTotal assets\t3155360\t628156\t1149550\t87118\t5020184\nThree Months Ended September 28 2019\t\t\t\t\t\nNet sales\t500990\t89147\t133877\t0\t724014\nIncome (loss) from operations (2)(3)\t105099\t13349\t17850\t(14953)\t121345\nDepreciation expense\t5413\t1158\t2897\t8\t9476\nAmortization expense (4)\t12230\t2616\t2413\t402\t17661\nNet capital expenditures\t5852\t3212\t3125\t0\t12189\nNine Months Ended September 28 2019\t\t\t\t\t\nNet sales\t1471800\t279474\t420546\t0\t2171820\nIncome (loss) from operations (2)(3)\t313482\t44477\t57220\t(53166)\t362013\nDepreciation expense\t15714\t3498\t8697\t105\t28014\nAmortization expense (4)\t34519\t6223\t7308\t1208\t49258\nNet capital expenditures\t19065\t5289\t7061\t2404\t33819\nTotal assets\t3162315\t606186\t1129935\t30092\t4928528\n", "q10k_tbl_29": "\tSep 26 2020\tSep 28 2019\nUnited States and Canada\t321159\t309117\nAsia\t22857\t21668\nEurope and Middle East\t152914\t139486\nLatin America\t6111\t8030\nTotal international\t181882\t169184\n\t503041\t478301\n", "q10k_tbl_30": "\tThree Months Ended\t\tNine Months Ended\t\n\tSep 26 2020\tSep 28 2019\tSep 26 2020\tSep 28 2019\nNet Periodic Pension Benefit:\t\t\t\t\nService cost\t649\t593\t1918\t1839\nInterest cost\t6456\t7995\t19086\t24776\nExpected return on assets\t(18089)\t(16118)\t(53476)\t(49948)\nAmortization of net loss (gain)\t842\t149\t2489\t462\nAmortization of prior service cost (credit)\t642\t614\t1897\t1904\nCurtailment loss (gain)\t0\t185\t0\t573\n\t(9500)\t(6582)\t(28086)\t(20394)\n", "q10k_tbl_31": "\tThree Months Ended\t\t\t\tNine Months Ended\t\t\t\n\tSep 26 2020\t\tSep 28 2019\t\tSep 26 2020\t\tSep 28 2019\t\n\tSales\tPercent\tSales\tPercent\tSales\tPercent\tSales\tPercent\nBusiness Segments:\t\t\t\t\t\t\t\t\nCommercial Foodservice\t371223\t58.5%\t500990\t69.2%\t1081847\t60.6%\t1471800\t67.8%\nFood Processing\t110648\t17.4\t89147\t12.3\t316477\t17.7\t279474\t12.9\nResidential Kitchen\t152654\t24.1\t133877\t18.5\t385637\t21.7\t420546\t19.3\nTotal\t634525\t100.0%\t724014\t100.0%\t1783961\t100.0%\t2171820\t100.0%\n", "q10k_tbl_32": "\tThree Months Ended\t\tNine Months Ended\t\n\tSep 26 2020\tSep 28 2019\tSep 26 2020\tSep 28 2019\nNet sales\t100.0%\t100.0%\t100.0%\t100.0%\nCost of sales\t64.9\t62.7\t64.9\t62.5\nGross profit\t35.1\t37.3\t35.1\t37.5\nSelling general and administrative expenses\t20.3\t20.0\t21.6\t20.5\nRestructuring\t1.1\t0.6\t0.6\t0.3\nIncome from operations\t13.7\t16.7\t12.9\t16.7\nInterest expense and deferred financing amortization net\t2.9\t2.9\t3.1\t2.9\nNet periodic pension benefit (other than service costs)\t(1.6)\t(1.0)\t(1.7)\t(1.0)\nOther (income) expense net\t0\t0.2\t0.2\t0\nEarnings before income taxes\t12.4\t14.6\t11.3\t14.8\nProvision for income taxes\t2.9\t3.3\t2.6\t3.6\nNet earnings\t9.5%\t11.3%\t8.7%\t11.2%\n", "q10k_tbl_33": "Twelve Month Period coinciding with the end of the company's Fiscal Third Quarter\tVariable Rate Debt\n2021\t23152\n2022\t19132\n2023\t18838\n2024\t18832\n2025 and thereafter\t1752171\n\t1832125\n", "q10k_tbl_34": "\tTotal Number of Shares Purchased\tAverage Price Paid per Share\tTotal Number of Shares Purchased as Part of Publicly Announced Plan or Program\tMaximum Number of Shares that May Yet be Purchased Under the Plan or Program (1)\nJune 28 2020 to July 25 2020\t0\t0\t0\t1476835\nJuly 26 2020 to August 22 2020\t0\t0\t0\t1476835\nAugust 23 2020 to September 26 2020\t0\t0\t0\t1476835\nQuarter ended September 26 2020\t0\t0\t0\t1476835\n", "q10k_tbl_35": "Exhibits:\t\nExhibit 4.1 -\tIndenture (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.\nExhibit 4.2 -\tForm 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.\nExhibit 10.1 -\tFirst Amendment to Seventh Amended and Restated Credit Agreement dated as of August 17 2020 among Middleby Marshall Inc. a subsidiary of the Company Bank of America N.A. as administrative agent and certain lenders named therein incorporated by reference to the company's Form 8-K Exhibit 10.1 filed on August 21 2020.\nExhibit 10.2 -\tForm of Capped Call Confirmation incorporated by reference to the company's Form 8-K Exhibit 10.2 filed on August 21 2020.\nExhibit 31.1 -\tRule 13a-14(a)/15d -14(a) Certification of the Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.\nExhibit 31.2 -\tRule 13a-14(a)/15d -14(a) Certification of the Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.\nExhibit 32.1 -\tCertification 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).\nExhibit 32.2 -\tCertification 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).\nExhibit 101 -\tFinancial statements on Form 10-Q for the quarter ended September 26 2020 filed on November 5 2020 formatted in Inline Extensive Business Reporting Language (iXBRL); (i) condensed consolidated balance sheets (ii) condensed consolidated statements of earnings (iii) condensed statements of cash flows (iv) notes to the condensed consolidated financial statements.\nExhibit 104 -\tCover Page Interactive Data File (formatted as Inline Extensive Business Reporting Language (iXBRL) and contained in Exhibit 101).\n"}{"bs": "q10k_tbl_2", "is": "q10k_tbl_3", "cf": "q10k_tbl_6"}None
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 26, 2020
or
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File No. 1-9973
THE MIDDLEBY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
36-3352497
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification Number)
1400 Toastmaster Drive,
Elgin,
Illinois
60120
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
(847)
741-3300
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.
Yesx No o
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).
Yesx No o
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 the definitions 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
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
MIDD
Nasdaq Global Market
As of October 30, 2020, there were 55,612,255 shares of the registrant's common stock outstanding.
Common stock, $0.01 par value; 63,558,226 and 63,129,775 shares issued in 2020 and 2019, respectively
146
145
Paid-in capital
415,952
387,402
Treasury stock, at cost; 7,945,527 and 6,940,089 shares in 2020 and 2019
(528,506)
(451,262)
Retained earnings
2,516,919
2,361,462
Accumulated other comprehensive loss
(373,189)
(350,933)
Total stockholders' equity
2,031,322
1,946,814
Total liabilities and stockholders' equity
$
5,020,184
$
5,002,143
See accompanying notes
1
THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended
Nine Months Ended
Sep 26, 2020
Sep 28, 2019
Sep 26, 2020
Sep 28, 2019
Net sales
$
634,525
$
724,014
$
1,783,961
$
2,171,820
Cost of sales
411,776
453,986
1,157,896
1,358,001
Gross profit
222,749
270,028
626,065
813,819
Selling, general and administrative expenses
128,814
144,460
384,580
445,000
Restructuring expenses
7,263
4,223
10,281
6,806
Income from operations
86,672
121,345
231,204
362,013
Interest expense and deferred financing amortization, net
18,418
20,846
55,881
63,334
Net periodic pension benefit (other than service costs)
(10,149)
(7,175)
(30,004)
(22,233)
Other (income) expense, net
(294)
1,444
3,414
(489)
Earnings before income taxes
78,697
106,230
201,913
321,401
Provision for income taxes
18,181
24,210
46,456
78,158
Net earnings
$
60,516
$
82,020
$
155,457
$
243,243
Net earnings per share:
Basic
$
1.10
$
1.47
$
2.82
$
4.37
Diluted
$
1.10
$
1.47
$
2.82
$
4.37
Weighted average number of shares
Basic
54,982
55,663
55,104
55,641
Dilutive common stock equivalents
118
—
48
—
Diluted
55,100
55,663
55,152
55,641
Comprehensive income
$
82,887
$
55,915
$
133,201
$
191,876
See accompanying notes
2
THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(amounts in thousands)
(Unaudited)
Common Stock
Paid-in Capital
Treasury Stock
Retained Earnings
Accumulated Other Comprehensive Income/(loss)
Total Stockholders' Equity
Balance, June 27, 2020
$
145
$
406,640
$
(528,111)
$
2,456,403
$
(395,560)
$
1,939,517
Net earnings
—
—
—
60,516
—
60,516
Currency translation adjustments
—
—
—
—
25,851
25,851
Change in unrecognized pension benefit costs, net of tax of $(1,283)
—
—
—
—
(6,133)
(6,133)
Unrealized gain on interest rate swap, net of tax of $960
—
—
—
—
2,653
2,653
Stock compensation
—
5,300
—
—
—
5,300
Stock issuance
1
3,705
—
—
—
3,706
Purchase of treasury stock
—
—
(395)
—
—
(395)
Equity component of issuance of convertible notes
—
307
—
—
—
307
Balance, September 26, 2020
$
146
$
415,952
$
(528,506)
$
2,516,919
$
(373,189)
$
2,031,322
Balance, December 28, 2019
$
145
$
387,402
$
(451,262)
$
2,361,462
$
(350,933)
$
1,946,814
Net earnings
—
—
—
155,457
—
155,457
Currency translation adjustments
—
—
—
—
(3,213)
(3,213)
Change in unrecognized pension benefit costs, net of tax of $1,308
—
—
—
—
6,184
6,184
Unrealized (loss) on interest rate swap, net of tax of $(9,303)
—
—
—
—
(25,227)
(25,227)
Stock compensation
—
14,422
—
—
—
14,422
Stock issuance
1
13,821
—
—
—
13,822
Purchase of treasury stock
—
—
(77,244)
—
—
(77,244)
Equity component of issuance of convertible notes
—
307
—
—
—
307
Balance, September 26, 2020
$
146
$
415,952
$
(528,506)
$
2,516,919
$
(373,189)
$
2,031,322
See accompanying notes
3
THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(amounts in thousands)
(Unaudited)
Common Stock
Paid-in Capital
Treasury Stock
Retained Earnings
Accumulated Other Comprehensive Income/(loss)
Total Stockholders' Equity
Balance, June 29, 2019
$
145
$
380,603
$
(451,204)
$
2,170,445
$
(301,738)
$
1,798,251
Net earnings
—
—
—
82,020
—
82,020
Currency translation adjustments
—
—
—
—
(25,428)
(25,428)
Change in unrecognized pension benefit costs, net of tax of $1,026
—
—
—
—
4,975
4,975
Unrealized (loss) on interest rate swap, net of tax of $(1,867)
—
—
—
—
(5,652)
(5,652)
Stock compensation
—
1,923
—
—
—
1,923
Purchase of treasury stock
—
—
(58)
—
—
(58)
Balance, September 28, 2019
$
145
$
382,526
$
(451,262)
$
2,252,465
$
(327,843)
$
1,856,031
Balance, December 29, 2018
$
145
$
377,419
$
(445,118)
$
2,009,233
$
(276,476)
$
1,665,203
Net earnings
—
—
—
243,243
—
243,243
Adoption of ASU 2017-12 (1)
—
—
—
(11)
11
—
Currency translation adjustments
—
—
—
—
(27,190)
(27,190)
Change in unrecognized pension benefit costs, net of tax of $955
—
—
—
—
4,966
4,966
Unrealized (loss) on interest rate swap, net of tax of $(9,890)
—
—
—
—
(29,154)
(29,154)
Stock compensation
—
3,257
—
—
—
3,257
Stock issuance
—
1,850
—
—
—
1,850
Purchase of treasury stock
—
—
(6,144)
—
—
(6,144)
Balance, September 28, 2019
$
145
$
382,526
$
(451,262)
$
2,252,465
$
(327,843)
$
1,856,031
(1) As of December 30, 2018, the company adopted ASU No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities" using the modified retrospective method. The adoption of this guidance resulted in the recognition of less than $0.1 million as an adjustment to the opening balance of retained earnings.
See accompanying notes
4
THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Nine Months Ended
Sep 26, 2020
Sep 28, 2019
Cash flows from operating activities--
Net earnings
$
155,457
$
243,243
Adjustments to reconcile net earnings to net cash provided by operating activities--
Depreciation and amortization
81,594
77,272
Amortization of discount and issuance costs on convertible notes
2,130
—
Non-cash share-based compensation
14,422
3,257
Deferred income taxes
11,696
9,931
Net periodic pension benefit (other than service costs)
(30,004)
(22,233)
Changes in assets and liabilities, net of acquisitions
Accounts receivable, net
69,176
(1,116)
Inventories, net
43,188
(65,864)
Prepaid expenses and other assets
16,576
1,903
Accounts payable
(28,171)
(17,659)
Accrued expenses and other liabilities
(19,882)
1,010
Net cash provided by operating activities
316,182
229,744
Cash flows from investing activities--
Net additions to property, plant and equipment
(29,776)
(33,819)
Proceeds on sale of property, plant and equipment
9,381
—
Acquisitions, net of cash acquired
(33,144)
(238,974)
Net cash used in investing activities
(53,539)
(272,793)
Cash flows from financing activities--
Proceeds under Credit Facility
2,547,305
444,451
Repayments under Credit Facility
(3,217,507)
(375,188)
Proceeds from issuance of convertible notes, net of issuance costs
729,933
—
Premiums paid for capped call
(104,650)
—
Net proceeds under international credit facilities
2,033
319
Net repayments under other debt arrangement
(34)
(175)
Payments of deferred purchase price
(3,700)
(1,648)
Repurchase of treasury stock
(77,244)
(6,144)
Debt issuance costs on Credit Facility
(10,974)
—
Net cash (used in) provided by financing activities
(134,838)
61,615
Effect of exchange rates on cash and cash equivalents
(1,995)
(3,086)
Changes in cash and cash equivalents--
Net increase in cash and cash equivalents
125,810
15,480
Cash and cash equivalents at beginning of year
94,500
71,701
Cash and cash equivalents at end of period
$
220,310
$
87,181
Non-cash investing and financing activities:
Stock issuance related to acquisition
$
3,706
$
—
See accompanying notes
5
THE MIDDLEBY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 26, 2020
(Unaudited)
1)Summary of Significant Accounting Policies
a)Basis of Presentation
The condensed consolidated financial statements have been prepared by The Middleby Corporation (the "company" or “Middleby”), pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial statements are unaudited and certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the company believes that the disclosures are adequate to make the information not misleading. These financial statements should be read in conjunction with the financial statements and related notes contained in the company's 2019 Form 10-K. The company’s interim results are not necessarily indicative of future full year results for the fiscal year 2020.
In the opinion of management, the financial statements contain all adjustments, which are normal and recurring in nature, necessary to present fairly the financial position of the company as of September 26, 2020 and December 28, 2019, the results of operations for the three and nine months ended September 26, 2020 and September 28, 2019, cash flows for the nine months ended September 26, 2020 and September 28, 2019 and statement of stockholders' equity for the three and nine months ended September 26, 2020 and September 28, 2019.
Certain prior year amounts have been reclassified to be consistent with current year presentation, including classifying the non-operating components of pension benefit as an individual adjustment within the operating activities on the Consolidated Statements of Cash Flows. Previously the amounts were reported as changes in accrued expenses and other liabilities.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses. Significant estimates and assumptions are used for, but are not limited to, allowances for doubtful accounts, reserves for excess and obsolete inventories, long-lived and intangible assets, warranty reserves, insurance reserves, income tax reserves, non-cash share-based compensation and post-retirement obligations. Actual results could differ from the company's estimates.
b)Non-Cash Share-Based Compensation
The company estimates the fair value of market-based stock awards and stock options at the time of grant and recognizes compensation cost over the vesting period of the awards and options. Non-cash share-based compensation expense was $5.3 million and $2.0 million for the three months period ended September 26, 2020 and September 28, 2019, respectively. Non-cash share-based compensation expense was $14.4 million and $3.3 million for the nine months period ended September 26, 2020 and September 28, 2019, respectively.
c)Income Taxes
A tax provision of $18.2 million, at an effective rate of 23.1% was recorded during the three months period ended September 26, 2020, as compared to a $24.2 million tax provision at an effective rate of 22.8% in the prior year period. A tax provision of $46.5 million, at an effective rate of 23.0%, was recorded during the nine months period ended September 26, 2020, as compared to a $78.2 million tax provision at a 24.3% effective rate in the prior year period. The effective tax rates in 2020 and 2019 are higher than the federal tax rate of 21% primarily due to state taxes. The effective tax rate for the nine months period ended September 26, 2020 is lower than the comparable prior year rate primarily due to a reduction in non-deductible costs.
6
d)Fair Value Measures
Accounting Standards Codification ("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, that are observable either directly or indirectly.
Level 3 – Unobservable inputs based the company's own assumptions.
The company’s financial assets and liabilities that are measured at fair value and are categorized using the fair value hierarchy are as follows (in thousands):
Fair Value Level 1
Fair Value Level 2
Fair Value Level 3
Total
As of September 26, 2020
Financial Liabilities:
Interest rate swaps
$
—
$
57,820
$
—
$
57,820
Contingent consideration
$
—
$
—
$
10,542
$
10,542
Foreign exchange derivative contracts
—
171
—
$
171
As of December 28, 2019
Financial Assets:
Interest rate swaps
$
—
$
1,830
$
—
$
1,830
Financial Liabilities:
Interest rate swaps
$
—
$
25,120
$
—
$
25,120
Contingent consideration
$
—
$
—
$
6,697
$
6,697
Foreign exchange derivative contracts
$
—
$
901
$
—
$
901
The contingent consideration as of September 26, 2020 and December 28, 2019, 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 agreement. On a quarterly basis, the company assesses the projected results for each acquired business in comparison to the earnout targets and adjusts the liability accordingly.
e) Consolidated Statements of Cash Flows
Cash paid for interest was $51.1 million and $61.7 million for the nine months ended September 26, 2020 and September 28, 2019, respectively. Cash payments totaling $28.0 million and $65.7 million were made for income taxes for the nine months ended September 26, 2020 and September 28, 2019, respectively.
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f) 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 118,000 and 48,000, for the three and nine months periods ended September 26, 2020, respectively. There were no potentially dilutive securities for the three and nine months periods ended September 28, 2019. For the three and nine months periods ended September 26, 2020, as the average market price of the company's common stock has not exceeded the exercise price the Convertible Notes and there have been no conversions to date, there is no impact to the diluted earnings per share. See Note 12, Financing Arrangements, in these Notes to the Condensed Consolidated Financial Statements included in this Part I, Item 1 of this Quarterly Report on Form 10-Q for further details on the Convertible Notes. There were no anti-dilutive restricted stock grants excluded from common stock equivalents in any period presented.
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2) Acquisitions and Purchase Accounting
The company operates in a highly fragmented industry and has completed numerous acquisitions over the past several years as a component of its growth strategy. The company has acquired industry leading brands and technologies to position itself as a leader in the commercial foodservice equipment, food processing equipment and residential kitchen equipment industries.
The company has accounted for all business combinations using the acquisition method to record a new cost basis for the assets acquired and liabilities assumed. The difference between the purchase price and the fair value of the assets acquired and liabilities assumed has been recorded as goodwill in the financial statements. The company also recognizes identifiable intangible assets, primarily trade names and customer relationships, at their fair value using a discounted cash flow model. The significant assumptions used to estimate the value of the intangible assets include revenue growth rates, projected profit margins, discount rates, royalty rates, and customer attrition rates. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The results of operations are reflected in the consolidated financial statements of the company from the dates of acquisition.
The following represents the company's significant acquisitions in 2020 and 2019 as well as summarized information on various acquisitions that were not individually material. The company also made smaller acquisitions not presented below which are individually and collectively immaterial.
Cooking Solutions Group
On April 1, 2019, the company completed its acquisition of all of the capital stock of Cooking Solutions Group, Inc. ("Cooking Solutions Group") from Standex International Corporation, which consists of the brands APW Wyott, Bakers Pride, BKI and Ultrafryer with locations in Texas, South Carolina and Mexico for a purchase price of approximately $106.1 million, net of cash acquired. During the third quarter of 2019, the company finalized the working capital provision provided for by the purchase agreement resulting in a payment due to the sellers of $0.1 million.
The final allocation of consideration paid for the Cooking Solutions Group acquisition is summarized as follows (in thousands):