Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 06, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-9973 | |
Entity Registrant Name | THE MIDDLEBY CORPORATION | |
Entity Central Index Key | 0000769520 | |
Current Fiscal Year End Date | --12-30 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 36-3352497 | |
Entity Address, Address Line One | 1400 Toastmaster Drive, | |
Entity Address, City or Town | Elgin, | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60120 | |
City Area Code | (847) | |
Local Phone Number | 741-3300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | MIDD | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 53,603,195 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 167,189 | $ 162,001 |
Accounts receivable, net of reserve for doubtful accounts of $23,578 and $20,295 | 633,169 | 631,134 |
Inventories, net | 1,015,047 | 1,077,729 |
Prepaid expenses and other | 131,287 | 125,640 |
Prepaid Taxes | 14,165 | 9,492 |
Total current assets | 1,960,857 | 2,005,996 |
Property, plant and equipment, net of accumulated depreciation of $326,916 and $299,572 | 498,871 | 443,528 |
Goodwill | 2,452,419 | 2,411,834 |
Other intangibles | 1,775,546 | 1,794,232 |
Long-term deferred tax assets | 8,877 | 6,738 |
Other assets | 226,038 | 212,538 |
Total assets | 6,922,608 | 6,874,866 |
Current liabilities: | ||
Current maturities of long-term debt | 44,330 | 45,583 |
Accounts payable | 224,375 | 271,374 |
Accrued expenses | 595,542 | 671,327 |
Total current liabilities | 864,247 | 988,284 |
Long-term debt | 2,535,896 | 2,676,741 |
Deferred Income Tax Liabilities, Net | 214,021 | 220,204 |
Liability, Defined Benefit Pension Plan, Noncurrent | 5,420 | 14,948 |
Other non-current liabilities | 207,809 | 176,942 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value; nonvoting; 2,000,000 shares authorized; none issued | 0 | 0 |
Common stock, $0.01 par value; 63,941,790 and 63,508,855 shares issued in 2023 and 2022, respectively | 148 | 147 |
Cumulative Effect Period of Adoption ASU 2020-06, Paid-in capital | 463,475 | 408,376 |
Treasury stock, at cost; 10,338,764 and 9,814,480 shares in 2023 and 2022 | (906,011) | (831,176) |
Cumulative Effect Period of Adoptions ASU 2020-06, Retained earnings | 3,823,461 | 3,498,872 |
Accumulated other comprehensive loss | (285,858) | (278,472) |
Total stockholders' equity | 3,095,215 | 2,797,747 |
Total liabilities and stockholders' equity | $ 6,922,608 | $ 6,874,866 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts receivable, reserve for doubtful accounts | $ 23,578 | $ 20,295 |
Property, plant and equipment, accumulated depreciation | 326,916 | 299,572 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 559,186 | $ 503,034 |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common stock, shares issued | 63,941,790 | 63,508,855 |
Treasury stock, shares | 10,338,764 | 9,814,480 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 980,651 | $ 992,871 | $ 3,028,029 | $ 3,001,148 | |
Cost of sales | 605,329 | 627,639 | 1,880,736 | 1,944,664 | |
Gross profit | 375,322 | 365,232 | 1,147,293 | 1,056,484 | |
Selling, General and Administrative Expense | 196,433 | 201,200 | 615,361 | 596,757 | |
Restructuring Charges | 4,448 | 2,327 | 11,698 | 8,231 | |
Income from operations | [1],[2] | 174,441 | 161,705 | 520,234 | 451,496 |
Net interest expense and deferred financing amortization, net | 31,080 | 24,067 | 92,071 | 62,563 | |
Net periodic pension benefit (other than service costs) | (2,103) | (9,944) | (6,929) | (32,244) | |
Other (income) expense, net | 1,072 | 8,529 | 2,642 | 18,478 | |
Earnings before income taxes | 144,392 | 139,053 | 432,450 | 402,699 | |
Provision for income taxes | 35,742 | 34,684 | 107,861 | 99,327 | |
Net earnings | $ 108,650 | $ 104,369 | $ 324,589 | $ 303,372 | |
Net earnings per share: | |||||
Earnings Per Share, Basic | $ 2.03 | $ 1.94 | $ 6.06 | $ 5.60 | |
Earnings Per Share, Diluted | $ 2.01 | $ 1.92 | $ 5.99 | $ 5.50 | |
Weighted average number of shares | |||||
Basic (in shares) | 53,588,000 | 53,867,000 | 53,569,000 | 54,190,000 | |
Dilutive common stock equivalents (in shares) | 569,000 | 517,000 | 623,000 | 944,000 | |
Diluted (in shares) | 54,157,000 | 54,384,000 | 54,192,000 | 55,134,000 | |
Comprehensive income | $ 76,504 | $ 64,883 | $ 317,203 | $ 208,597 | |
[1]Non-operating expenses are not allocated to the operating 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]Restructuring expenses are allocated in operating income by segment. (4) Includes depreciation on right of use assets. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Statement - USD ($) $ in Thousands | Total | Common Stock | Paid-in Capital | Treasury Stock, Common | Retained Earnings | Accumulated Other Comprehensive Income (loss) |
Balance, Beginning at Jan. 01, 2022 | $ 2,494,276 | $ 147 | $ 357,309 | $ (566,399) | $ 3,062,303 | $ (359,084) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings | 303,372 | 0 | 0 | 0 | 303,372 | 0 |
Currency translation adjustment | (201,176) | 0 | 0 | 0 | 0 | (201,176) |
Change in unrecognized pension benefit costs, net of tax | 44,127 | 0 | 0 | 0 | 0 | 44,127 |
Unrealized gain (loss) on interest rate swamp, net of tax | 63,604 | 0 | 0 | 0 | 0 | 63,604 |
Unrealized loss on certain investments, net of tax | (1,330) | 0 | 0 | 0 | 0 | (1,330) |
Stock compensation | 42,641 | 0 | 42,641 | 0 | 0 | 0 |
Purchase of treasury stock | (239,680) | 0 | 0 | (239,680) | 0 | 0 |
Purchase of capped calls | (7,291) | 0 | (7,291) | 0 | 0 | 0 |
Balance, Ending at Oct. 01, 2022 | 2,498,543 | 147 | 392,659 | (806,079) | 3,365,675 | (453,859) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
OCI, Debt Securities, Available-for-Sale, Gain (Loss), after Adjustment, Tax | (443) | |||||
Balance, Beginning at Jul. 02, 2022 | 2,417,970 | 147 | 376,898 | (806,008) | 3,261,306 | (414,373) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings | 104,369 | 0 | 0 | 0 | 104,369 | 0 |
Currency translation adjustment | (81,774) | 0 | 0 | 0 | 0 | (81,774) |
Change in unrecognized pension benefit costs, net of tax | 17,928 | 0 | 0 | 0 | 0 | 17,928 |
Unrealized gain (loss) on interest rate swamp, net of tax | 24,360 | 0 | 0 | 0 | 0 | 24,360 |
Unrealized loss on certain investments, net of tax | 0 | |||||
Stock compensation | 15,761 | 0 | 15,761 | 0 | 0 | 0 |
Purchase of treasury stock | (71) | 0 | 0 | (71) | 0 | 0 |
Balance, Ending at Oct. 01, 2022 | 2,498,543 | 147 | 392,659 | (806,079) | 3,365,675 | (453,859) |
Balance, Beginning at Dec. 31, 2022 | 2,797,747 | 147 | 408,376 | (831,176) | 3,498,872 | (278,472) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings | 324,589 | 0 | 0 | 0 | 324,589 | 0 |
Currency translation adjustment | (4,751) | 0 | 0 | 0 | 0 | (4,751) |
Change in unrecognized pension benefit costs, net of tax | (544) | 0 | 0 | 0 | 0 | (544) |
Unrealized gain (loss) on interest rate swamp, net of tax | (2,091) | 0 | 0 | 0 | 0 | (2,091) |
Unrealized loss on certain investments, net of tax | 0 | |||||
Stock compensation | 35,305 | 0 | 35,305 | 0 | 0 | 0 |
Stock issuance | 19,795 | 1 | 19,794 | 0 | 0 | 0 |
Purchase of treasury stock | (74,835) | 0 | 0 | (74,835) | 0 | 0 |
Balance, Ending at Sep. 30, 2023 | 3,095,215 | 148 | 463,475 | (906,011) | 3,823,461 | (285,858) |
Balance, Beginning at Jul. 01, 2023 | 2,999,526 | 148 | 444,290 | (906,011) | 3,714,811 | (253,712) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings | 108,650 | 0 | 0 | 0 | 108,650 | 0 |
Currency translation adjustment | (36,602) | 0 | 0 | 0 | 0 | (36,602) |
Change in unrecognized pension benefit costs, net of tax | 4,436 | 0 | 0 | 0 | 0 | 4,436 |
Unrealized gain (loss) on interest rate swamp, net of tax | 20 | 0 | 0 | 0 | 0 | 20 |
Unrealized loss on certain investments, net of tax | 0 | |||||
Stock compensation | 13,175 | 0 | 13,175 | 0 | 0 | 0 |
Stock issuance | 6,010 | 0 | 6,010 | 0 | 0 | 0 |
Balance, Ending at Sep. 30, 2023 | $ 3,095,215 | $ 148 | $ 463,475 | $ (906,011) | $ 3,823,461 | $ (285,858) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, Tax | $ 367 | $ 2,775 | $ 461 | $ 6,850 |
Unrealized gain on interest rate swap, tax | $ 7 | $ 8,574 | $ (731) | 22,389 |
OCI, Debt Securities, Available-for-Sale, Gain (Loss), after Adjustment, Tax | (443) | |||
Adjustments to Additional Paid in Capital, Purchase of Capped Calls, Tax | $ (2,364) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Oct. 01, 2022 | |
Cash flows from operating activities-- | ||
Net earnings | $ 324,589 | $ 303,372 |
Adjustments to reconcile net earnings to net cash provided by operating activities-- | ||
Depreciation and amortization expense | 99,058 | 106,917 |
Non-cash share-based compensation | 35,305 | 42,641 |
Deferred income taxes | (6,553) | 17,657 |
Net periodic pension benefit (other than service costs) | (6,929) | (32,244) |
Other Noncash Income (Expense) | (684) | (32,455) |
Changes in assets and liabilities, net of acquisitions | ||
Accounts receivable, net | (430) | (11,174) |
Inventories, net | 66,973 | (214,017) |
Prepaid expenses and other assets | (2,481) | (30,832) |
Accounts payable | (49,188) | (47,262) |
Accrued expenses and other liabilities | (86,557) | 70,846 |
Net cash provided by operating activities | 373,103 | 173,449 |
Cash flows from investing activities-- | ||
Additions to property and equipment | (69,645) | (50,914) |
Payments to Acquire Intangible Assets | (1,805) | (701) |
Acquisitions, net of cash acquired | (67,774) | (206,253) |
Net cash (used in) investing activities | (139,224) | (257,868) |
Cash flows from financing activities-- | ||
Proceeds under Credit Facility | 565,200 | 1,715,000 |
Repayments under Credit Facility | 711,692 | 1,360,750 |
Premiums paid for capped call | 0 | (9,655) |
Net repayments under international credit facilities | (495) | (24,156) |
Payments of deferred purchase price | (4,079) | (7,930) |
Repurchase of treasury stock | (74,544) | (239,680) |
Other, net | (158) | (235) |
Net cash (used in) provided by financing activities | (225,768) | 72,594 |
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Disposal Group, Including Discontinued Operations | (2,923) | (23,619) |
Changes in cash and cash equivalents-- | ||
Net (decrease) increase in cash and cash equivalents | 5,188 | (35,444) |
Cash and cash equivalents at beginning of year | 162,001 | 180,362 |
Cash and cash equivalents at end of quarter | 167,189 | 144,918 |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | ||
Stock issuance related to acquisition and purchase of intangible assets | $ 19,795 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 2022 Form 10-K. The company’s interim results are not necessarily indicative of future full year results for the fiscal year 2023. Certain reclassifications of prior year data have been made to conform with current year reporting. 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 30, 2023 and December 31, 2022, the results of operations for the three and nine months ended September 30, 2023 and October 1, 2022, cash flows for the nine months ended September 30, 2023 and October 1, 2022 and statement of stockholders' equity for the three and nine months ended September 30, 2023 and October 1, 2022. 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 $13.2 million and $15.7 million for the three months period ended September 30, 2023 and October 1, 2022, respectively. Non-cash share-based compensation expense was $35.3 million and $42.6 million for the nine months period ended September 30, 2023 and October 1, 2022, respectively. c) Income Taxes A tax provision of $35.7 million, at an effective rate of 24.8%, was recorded during the three months period ended September 30, 2023, as compared to a $34.7 million tax provision at an effective rate of 24.9% in the prior year period. A tax provision of $107.9 million, at an effective rate of 24.9%, was recorded during the nine months period ended September 30, 2023, as compared to a $99.3 million tax provision at a 24.7% effective rate in the prior year period. The effective tax rate for the nine months period ended September 30, 2023 is higher than the comparable year rate primarily due to an increase in the UK statutory income tax rate from 19% in 2022 to a 23.5% blended rate in 2023 . 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 Fair Value Fair Value Total As of September 30, 2023 Financial Assets: Interest rate swaps $ — $ 62,163 $ — $ 62,163 Financial Liabilities: Contingent consideration $ — $ — $ 60,789 $ 60,789 Foreign exchange derivative contracts $ — $ 558 $ — $ 558 As of December 31, 2022 Financial Assets: Interest rate swaps $ — $ 64,985 $ — $ 64,985 Financial Liabilities: Contingent consideration $ — $ — $ 47,242 $ 47,242 Foreign exchange derivative contracts $ — $ 474 $ — $ 474 The contingent consideration as of September 30, 2023 and December 31, 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 agreement. 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 Condensed Consolidated Statements of Comprehensive Income. The following table represents changes in the fair value of the contingent consideration liabilities: September 30, 2023 Beginning balance $ 47,242 Payments of contingent consideration (4,117) New contingent consideration 15,318 Changes in fair value 2,346 Ending balance $ 60,789 e) Consolidated Statements of Cash Flows Cash paid for interest was $93.4 million and $57.0 million for the nine months ended September 30, 2023 and October 1, 2022, respectively. Cash payments totaling $119.4 million and $84.2 million were made for income taxes for the nine months ended September 30, 2023 and October 1, 2022, respectively. Other non-cash items in the adjustments to reconcile net earnings to net cash provided by operating activities consists primarily of unrealized foreign exchange on non-functional currency third party debt. 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 19,000 and 23,000 for the three months ended September 30, 2023, and October 1, 2022, 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 9,000 and 12,000 for the nine months ended September 30, 2023 and October 1, 2022, respectively. For the nine months ended September 30, 2023 and October 1, 2022, the average market price of the company's common stock exceeded the exercise price of the Convertible Notes (as defined below) resulting in 614,000 and 932,000 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 12, Financing Arrangements for further details on the Convertible Notes. There were no anti-dilutive restricted stock grants excluded from common stock equivalents in any period presented. |
Acquisitions and Purchase Accou
Acquisitions and Purchase Accounting | 3 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | Acquisitions and Purchase Accounting The company accounts 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 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 company completed no material acquisitions during the nine months ended September 30, 2023. Other 2022 Acquisitions During 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): Preliminary Opening Balance Sheet Preliminary Measurement Adjusted Opening Balance Sheet Cash $ 25,860 $ 159 $ 26,019 Current assets 115,264 (8,653) 106,611 Property, plant and equipment 44,598 615 45,213 Goodwill 139,633 8,945 148,578 Other intangibles 93,147 7,018 100,165 Long-term deferred tax asset 426 635 1,061 Other assets 1,420 3,209 4,629 Current portion of long-term debt (22,841) 2,043 (20,798) Current liabilities (57,158) (2,611) (59,769) Long term debt (5,646) (3,995) (9,641) Long-term deferred tax liability (23,137) 1,994 (21,143) Other non-current liabilities (19,061) (7,022) (26,083) Consideration paid at closing $ 292,505 $ 2,337 $ 294,842 Contingent consideration 19,105 3,969 23,074 Net assets acquired and liabilities assumed $ 311,610 $ 6,306 $ 317,916 The net long-term deferred tax liability amounted to $20.1 million. The net deferred tax liability is comprised of $20.9 million related to the difference between the book and tax basis of identifiable intangible assets and $0.8 million net deferred tax asset related to the difference between the book and tax basis on identifiable tangible asset and liability accounts. The goodwill and $46.0 million of other intangibles associated with the trade names are subject to the non-amortization provisions of ASC 350. Other intangibles also include $31.5 million allocated to customer relationships, $16.0 million allocated to developed technology, and $6.7 million allocated to backlog, which are being amortized over periods of 7 to 9 years, 5 to 11 years, and 3 to 12 months, respectively. Goodwill of $113.8 million and other intangibles of $63.8 million are allocated to the Food Processing Equipment Group for segment reporting purposes. Goodwill of $32.5 million and other intangibles of $35.6 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 $21.5 million and intangibles of $11.9 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 of these three earnouts is also payable yearly through 2026 based on product sales. One earnout is payable yearly through 2027 based on product sales. The contractual obligation associated with the contingent earnout provisions recognized on the acquisition date amount to $23.1 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 certain 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. Other 2023 Acquisitions During 2023, 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 2023 acquisitions and are summarized as follows (in thousands): Preliminary Opening Balance Sheet Preliminary Measurement Adjusted Opening Balance Sheet Cash $ 3,102 $ — $ 3,102 Current assets 9,964 542 10,506 Property, plant and equipment 21,954 — 21,954 Goodwill 38,422 1,089 39,511 Other intangibles 34,337 (713) 33,624 Current liabilities (3,774) (1,091) (4,865) Long-term deferred tax liability (958) — (958) Other non-current liabilities (12,099) — (12,099) Consideration paid at closing $ 90,948 $ (173) $ 90,775 Contingent consideration 14,743 — 14,743 Net assets acquired and liabilities assumed $ 105,691 $ (173) $ 105,518 The net long-term deferred tax liability amounted to $1.0 million. The net deferred tax liability is comprised of $0.4 million related to the difference between the book and tax basis of identifiable intangible assets and $0.6 million related to the difference between the book and tax basis on identifiable tangible asset and liability accounts. The goodwill and $17.9 million of other intangibles associated with the trade names are subject to the non-amortization provisions of ASC 350. Other intangibles also include $7.2 million allocated to customer relationships, and $7.9 million allocated to developed technology, and $0.6 million allocated to backlog, which are being amortized over periods of 7 years, 7 to 12 years, and 9 months, respectively. Goodwill of $17.9 million and other intangibles of $7.8 million are allocated to the Food Processing Equipment Group for segment reporting purposes. Goodwill of $8.3 million and other intangibles of $14.1 million are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. Goodwill of $13.3 million and other intangibles of $11.7 million are allocated to the Residential Kitchen Equipment Group for segment reporting purposes. Of these assets, goodwill of $37.9 million and intangibles of $32.2 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. Four earnouts are payable to the extent certain sales and EBITDA targets are met with measurement dates ending between 2024 and 2026. One earnout is payable upon the achievement of certain product rollout targets specific to the year of measurement. The contractual obligation associated with the contingent earnout provisions recognized on the acquisition date amount to $14.7 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 2023. Certain intangible assets are preliminarily valued using historical information from the Commercial Foodservice Equipment Group and Food Processing 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. Pro Forma Financial Information In accordance with ASC 805 Business Combinations, the following unaudited pro forma results of operations for the nine months ended September 30, 2023 and October 1, 2022, assumes the 2022 and 2023 acquisitions described above were completed on January 2, 2022 (first day of fiscal year 2022). The following pro forma results include adjustments to reflect amortization of intangibles associated with the acquisition and the effects of adjustments made to the carrying value of certain assets (in thousands, except per share data): Nine Months Ended September 30, 2023 October 1, 2022 Net sales $ 3,037,755 $ 3,115,311 Net earnings 327,032 294,878 Net earnings per share: Basic $ 6.10 $ 5.44 Diluted $ 6.03 $ 5.35 The historical consolidated financial information of the company and the acquisitions have been adjusted in the pro forma information to give effect to 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. |
Litigation Matters
Litigation Matters | 9 Months Ended |
Sep. 30, 2023 | |
Notes To Financial Statements [Abstract] | |
Litigation Matters | Litigation MattersFrom 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 pending litigation will have a material effect on its financial condition, results of operations or cash flows. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards Accounting Pronouncements - Recently Adopted In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The new accounting rules require entities to apply “Revenue from Contracts with Customers (Topic 606)” to recognize and measure contract assets and contract liabilities in a business combination. The new accounting rules were effective for the Company in the first quarter of 2023. The company adopted this standard in the first quarter of 2023 and it did not have a material impact on its Consolidated Financial Statements and disclosures. 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 as of January 1, 2023 and only impacts annual financial statement footnote disclosures. The company adopted this standard in the first quarter of 2023 and it did not have a material impact 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 adopted this standard in the first quarter of 2023 and it did not have a material impact on its Consolidated Financial Statements and disclosures. 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. 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 adopted this standard in the first quarter of 2023 and it did not have a material impact on its Consolidated Financial Statements and disclosures. Accounting Pronouncements - To be adopted In March 2023, the FASB issued Accounting Standards Update ASU 2023-01, “Leases (Topic 842): Common Control Arrangements.” This ASU clarified the accounting for leasehold improvements for leases under common control. The guidance is effective for the Company beginning on January 1, 2024. The company is currently evaluating the impacts the adoption of this guidance will have on its Consolidated Financial Statements and disclosures. |
Revenue Recognition Revenue Rec
Revenue Recognition Revenue Recognition | 9 Months Ended |
Sep. 30, 2023 | |
Revenue Recognition [Abstract] | |
Revenue from Contract with Customer [Text Block] | Revenue Recognition Disaggregation of Revenue The company disaggregates its net sales by reportable operating segment and geographical location as the company believes it best depicts how the nature, timing and uncertainty of its 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 the company's long-term contracts within the Food Processing Equipment group is recognized over time as the equipment is manufactured and assembled. The following table summarizes the company's net sales by reportable operating segment and geographical location (in thousands): Commercial Food Processing Residential Kitchen Total Three Months Ended September 30, 2023 United States and Canada $ 458,529 $ 111,092 $ 116,522 $ 686,143 Asia 59,922 6,389 3,371 69,682 Europe and Middle East 91,112 34,250 57,474 182,836 Latin America 24,446 14,936 2,608 41,990 Total $ 634,009 $ 166,667 $ 179,975 $ 980,651 Nine Months Ended September 30, 2023 United States and Canada $ 1,385,929 $ 354,945 $ 395,236 $ 2,136,110 Asia 173,901 30,507 8,652 213,060 Europe and Middle East 272,252 101,808 194,631 568,691 Latin America 61,525 41,658 6,985 110,168 Total $ 1,893,607 $ 528,918 $ 605,504 $ 3,028,029 Three Months Ended October 1, 2022 United States and Canada $ 459,971 $ 108,449 $ 145,757 $ 714,177 Asia 55,243 7,805 11,647 74,695 Europe and Middle East 86,963 24,263 60,200 171,426 Latin America 17,380 11,832 3,361 32,573 Total $ 619,557 $ 152,349 $ 220,965 $ 992,871 Nine Months Ended October 1, 2022 United States and Canada $ 1,302,591 $ 297,778 $ 563,047 $ 2,163,416 Asia 148,419 15,673 27,724 191,816 Europe and Middle East 267,558 58,931 234,203 560,692 Latin America 47,281 30,863 7,080 85,224 Total $ 1,765,849 $ 403,245 $ 832,054 $ 3,001,148 Contract Balances 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 Condensed Consolidated Balance Sheet. Contract assets are transferred to receivables when the right to consideration becomes unconditional. Accounts receivable are not considered contract assets under the revenue standard as contract assets are conditioned upon the company's future satisfaction of a performance obligation. Accounts receivable, in contracts, are unconditional rights to consideration. 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 Condensed Consolidated Balance Sheet. Non-current contract liabilities are recorded in other non-current liabilities in the Condensed 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): Sep 30, 2023 Dec 31, 2022 Contract assets $ 59,129 $ 40,438 Contract liabilities $ 141,388 $ 185,824 Non-current contract liabilities $ 15,328 $ 12,495 During the nine months period ended September 30, 2023, the company reclassified $32.2 million to receivables, which was included in the contract asset balance at the beginning of the period. During the nine months period ended September 30, 2023, the company recognized revenue of $99.4 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 $88.3 million during the nine months period ended September 30, 2023. In addition, contract liabilities increased due to the acquisitions during the nine months ended September 30, 2023. Substantially all of the company's outstanding performance obligations will be satisfied within 12 to 36 months. There were no contract asset impairments during the nine months period ended September 30, 2023. |
Other Comprehensive Income
Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2023 | |
Disclosure Other Comprehensive Income Additional Information [Abstract] | |
Other Comprehensive Income | Other Comprehensive Income Changes in accumulated other comprehensive income (1) were as follows (in thousands): Currency Translation Adjustment Pension Benefit Costs Unrealized Gain/(Loss) Interest Rate Swap Unrealized Loss Certain Investments Total Balance as of December 31, 2022 $ (205,345) $ (121,701) $ 48,574 $ — $ (278,472) Other comprehensive income before reclassification (4,751) (2,131) 21,872 — 14,990 Amounts reclassified from accumulated other comprehensive income — 1,587 (23,963) — (22,376) Net current-period other comprehensive income $ (4,751) $ (544) $ (2,091) — $ (7,386) Balance as of September 30, 2023 $ (210,096) $ (122,245) $ 46,483 — $ (285,858) Balance as of January 1, 2022 $ (97,654) $ (249,696) $ (13,064) $ 1,330 $ (359,084) Other comprehensive income before reclassification (201,176) 44,127 55,958 (1,330) (102,421) Amounts reclassified from accumulated other comprehensive income — — 7,646 — 7,646 Net current-period other comprehensive income $ (201,176) $ 44,127 $ 63,604 $ (1,330) $ (94,775) Balance as of October 1, 2022 $ (298,830) $ (205,569) $ 50,540 $ — $ (453,859) (1) As of September 30, 2023, pension and interest rate swap are net of tax of $(1.5) million and $16.1 million, respectively. During the nine months ended September 30, 2023, the adjustments to pension and interest rate swap were net of tax of $0.5 million and $(0.7) million, respectively. As of October 1, 2022, pension, interest rate swap, and gain on investment amounts are net of tax of $(32.6) million and $17.9 million, respectively. During the nine months ended October 1, 2022, the adjustments to pension, unrealized gain/(loss) interest rate swap, and loss on investments were net of tax of $6.9 million, $22.4 million, and $(0.4) million, respectively. Components of other comprehensive income were as follows (in thousands): Three Months Ended Nine Months Ended Sep 30, 2023 Oct 1, 2022 Sep 30, 2023 Oct 1, 2022 Net earnings $ 108,650 $ 104,369 $ 324,589 $ 303,372 Currency translation adjustment (36,602) (81,774) (4,751) (201,176) Pension liability adjustment, net of tax 4,436 17,928 (544) 44,127 Unrealized gain (loss) on interest rate swaps, net of tax 20 24,360 (2,091) 63,604 Unrealized loss on certain investments, net of tax — — — (1,330) Comprehensive income $ 76,504 $ 64,883 $ 317,203 $ 208,597 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Notes To Financial Statements [Abstract] | |
Inventories | 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 September 30, 2023 and December 31, 2022 are as follows (in thousands): Sep 30, 2023 Dec 31, 2022 Raw materials and parts $ 529,698 $ 595,325 Work-in-process 94,057 86,083 Finished goods 391,292 396,321 $ 1,015,047 $ 1,077,729 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2023 | |
Notes To Financial Statements [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill for the nine months ended September 30, 2023 are as follows (in thousands): Commercial Food Residential Kitchen Total Balance as of December 31, 2022 $ 1,309,776 $ 350,303 $ 751,755 $ 2,411,834 Goodwill acquired during the year 8,256 17,923 13,332 39,511 Measurement period adjustments to 2,412 1,540 — 3,952 Exchange effect (4,573) (1,591) 3,286 (2,878) Balance as of September 30, 2023 $ 1,315,871 $ 368,175 $ 768,373 $ 2,452,419 The annual impairment assessment for goodwill and indefinite-lived intangible assets is performed as of the first day of the fourth quarter and since that assessment, the company does not believe there are any indicators of impairment requiring subsequent analysis. This is supported by the review of order rates, backlog levels and financial performance across business segments. |
Intangibles
Intangibles | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets Disclosure [Text Block] | Intangibles Intangible assets consist of the following (in thousands): September 30, 2023 December 31, 2022 Estimated Gross Accumulated Estimated Gross Accumulated Amortized intangible assets: Customer lists 7.2 $ 839,507 $ (509,610) 7.6 $ 839,811 $ (460,885) Backlog 0.0 7,496 (7,286) 0.1 8,301 (6,352) Developed technology 8.4 97,886 (42,290) 8.3 79,763 (35,797) $ 944,889 $ (559,186) $ 927,875 $ (503,034) Indefinite-lived assets: Trademarks and tradenames $ 1,389,843 $ 1,369,391 The aggregate intangible amortization expense was $18.9 million and $19.8 million for the three months period ended September 30, 2023 and October 1, 2022, respectively. The aggregate intangible amortization expense was $56.6 million and $69.9 million for the nine months period ended September 30, 2023 and October 1, 2022, respectively. The estimated future amortization expense of intangible assets is as follows (in thousands): Twelve Month Period coinciding with the end of the company's Fiscal Third Quarter Amortization Expense 2024 $ 66,884 2025 57,668 2026 55,416 2027 47,063 2028 40,934 Thereafter 117,738 $ 385,703 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Disclosure Accrued Expenses [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following (in thousands): Sep 30, 2023 Dec 31, 2022 Contract liabilities $ 141,388 $ 185,824 Accrued payroll and related expenses 115,363 122,861 Accrued warranty 87,327 82,096 Accrued customer rebates 56,357 70,706 Accrued short-term leases 26,634 25,250 Accrued sales and other tax 24,889 24,044 Accrued contingent consideration 19,720 20,529 Accrued professional fees 18,442 19,541 Accrued agent commission 16,788 17,381 Accrued product liability and workers compensation 11,150 11,326 Other accrued expenses 77,484 91,769 $ 595,542 $ 671,327 |
Warranty Costs
Warranty Costs | 9 Months Ended |
Sep. 30, 2023 | |
Notes To Financial Statements [Abstract] | |
Warranty Costs | 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, actual 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 is as follows (in thousands): Nine Months Ended Sep 30, 2023 Balance as of December 31, 2022 $ 82,096 Warranty reserve related to acquisitions 290 Warranty expense 67,892 Warranty claims (62,951) Balance as of September 30, 2023 $ 87,327 |
Financing Arrangements
Financing Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Notes To Financial Statements [Abstract] | |
Financing Arrangements | Financing Arrangements Sep 30, 2023 Dec 31, 2022 (in thousands) Senior secured revolving credit line $ 148,645 $ 251,805 Term loan facility 951,819 975,785 Delayed draw term loan facility 731,250 750,000 Convertible senior notes 740,602 737,918 Foreign loans 7,169 5,917 Other debt arrangement 741 899 Total debt 2,580,226 2,722,324 Less: Current maturities of long-term debt 44,330 45,583 Long-term debt $ 2,535,896 $ 2,676,741 Credit Facility As of September 30, 2023, the company had $1.8 billion of borrowings outstanding under its credit facility (the "Credit Facility"), including $956.3 million outstanding under the term loan ($951.8 million, net of unamortized issuance fees) and $731.3 million outstanding under the delayed draw term loan. The company also had $1.6 million in outstanding letters of credit as of September 30, 2023, which reduces the borrowing availability under the Credit Facility. Remaining borrowing capacity under this facility was $2.6 billion at September 30, 2023. On August 11, 2022, the company borrowed $750.0 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, and commenced 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. At September 30, 2023, borrowings under the Credit Facility accrued interest at a rate of 1.625% above the daily simple or term Secured Overnight Financing Rate (“SOFR”) per annum or 0.625% above the highest of the prime rate, the federal funds rate plus 0.50% and one month Term SOFR 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. As of September 30, 2023, borrowings under the Credit Facility accrued interest at a minimum of 1.625% above SOFR and the variable unused commitment fee will be at a minimum of 0.25%. Borrowings under the Credit Facility accrue interest at a minimum of 1.625% above the daily simple SOFR or term SOFR for the applicable interest period (each of which includes a spread adjustment of 0.10%). The average interest rate per annum, inclusive of hedging instruments, on the debt under the Credit Facility was equal to 5.11% at the end of the period and the variable commitment fee was equal to 0.25% per annum as of September 30, 2023. The term loan and delayed draw term loan facilities had an average interest rate per annum, inclusive of hedging instruments, of 4.94% as of September 30, 2023. In addition, the company has international credit facilities to fund working capital needs outside the United States. At September 30, 2023, these foreign credit facilities amounted to $7.2 million in U.S. Dollars with a weighted average per annum interest rate of approximately 1.56%. 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): Sep 30, 2023 Dec 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Total debt excluding convertible senior notes $ 1,839,624 $ 1,844,055 $ 1,984,406 $ 1,989,871 The company uses floating-to-fixed interest rate swap agreements to hedge variable interest rate risk associated with the Credit Facility. At September 30, 2023, the company had outstanding floating-to-fixed interest rate swaps totaling $208.0 million notional amount carrying an average interest rate of 1.55% maturing in less than 12 months and $740.0 million notional amount carrying an average interest rate of 1.69% that mature in more than 12 months but less than 53 months. At September 30, 2023, the company was in compliance with all covenants pursuant to its borrowing agreements. Convertible Notes The following table summarizes the outstanding principal amount and carrying value of the Convertible Notes: Sep 30, 2023 Dec 31, 2022 (in thousands) Principal amounts: Principal $ 747,499 $ 747,499 Unamortized issuance costs (6,897) (9,581) Net carrying amount $ 740,602 $ 737,918 The following table summarizes total interest expense recognized related to the Convertible Notes: Three Months Ended Nine Months Ended Sep 30, 2023 Oct 1, 2022 Sep 30, 2023 Oct 1, 2022 Contractual interest expense $ 1,847 $ 1,848 $ 5,585 $ 5,606 Interest cost related to amortization of issuance costs 889 888 2,685 2,688 Total interest expense $ 2,736 $ 2,736 $ 8,270 $ 8,294 The estimated fair value of the Convertible Notes was $837.8 million as of September 30, 2023 and was determined through consideration of quoted market prices. The fair value is classified as Level 2, as defined in Note 1(d), Fair Value Measurements , in these Notes to the Condensed Consolidated Financial Statement . The if-converted value of the Convertible Notes did not exceed their respective principal value as of September 30, 2023. 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. 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. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Notes To Financial Statements [Abstract] | |
Financial Instruments | Financial Instruments Foreign Exchange : The company uses foreign currency forward, foreign exchange swaps and option purchase and sales contracts 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 notional amount of foreign currency contracts outstanding was $224.6 million and $562.5 million as of September 30, 2023 and December 31, 2022, respectively. The fair value of the forward and option contracts was a loss of $0.6 million at the end of the third quarter of 2023. 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 swapped 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 SOFR in lieu of LIBOR. In April 2023, all outstanding LIBOR swap agreements were amended to one month term SOFR. 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 September 30, 2023, the fair value of these instruments was an asset of $62.2 million. The change in fair value of these swap agreements in the first nine months of 2023 was a loss of $2.1 million, net of taxes. The following table summarizes the company’s fair value of interest rate swaps (in thousands): Condensed Consolidated Sep 30, 2023 Dec 31, 2022 Fair value Prepaid expense and other $ 3,288 $ 6,805 Fair value Other assets $ 58,875 $ 58,180 The impact on earnings from interest rate swaps was as follows (in thousands): Three Months Ended Nine Months Ended Presentation of Gain/(loss) Sep 30, 2023 Oct 1, 2022 Sep 30, 2023 Oct 1, 2022 Gain/(loss) recognized in accumulated other comprehensive income Other comprehensive income $ 8,706 $ 33,105 $ 21,141 $ 78,347 Gain/(loss) reclassified from accumulated other comprehensive income (effective portion) Interest expense $ 8,679 $ 171 $ 23,963 $ (7,646) Interest rate swaps are subject to default risk to the extent the counterparties are unable to satisfy their 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 agreements. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Notes To Financial Statements [Abstract] | |
Segment Information | Segment Information The company operates in three reportable operating segments defined by management reporting structure and operating activities. The Commercial Foodservice Equipment Group has a broad portfolio of foodservice equipment, which enables 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. 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, IoT solutions and controls development and manufacturing. 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 baked goods 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 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. 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. Net Sales Summary (dollars in thousands) Three Months Ended Nine Months Ended Sep 30, 2023 Oct 1, 2022 Sep 30, 2023 Oct 1, 2022 Sales Percent Sales Percent Sales Percent Sales Percent Business Segments: Commercial Foodservice $ 634,009 64.7 % $ 619,557 62.4 % $ 1,893,607 62.5 % $ 1,765,849 58.8 % Food Processing 166,667 17.0 152,349 15.3 528,918 17.5 403,245 13.5 Residential Kitchen 179,975 18.3 220,965 22.3 605,504 20.0 832,054 27.7 Total $ 980,651 100.0 % $ 992,871 100.0 % $ 3,028,029 100.0 % $ 3,001,148 100.0 % The following table summarizes the results of operations for the company's business segments (in thousands): Commercial Food Processing Residential Kitchen Corporate and Other (1) Total Three Months Ended September 30, 2023 Net sales $ 634,009 $ 166,667 $ 179,975 $ — $ 980,651 Income (loss) from operations (2, 3) 158,582 37,472 10,915 (32,528) 174,441 Depreciation expense (4) 6,957 1,924 3,304 403 12,588 Amortization expense (5) 13,959 2,677 2,280 1,777 20,693 Net capital expenditures 7,056 6,672 6,825 777 21,330 Nine Months Ended September 30, 2023 Net sales $ 1,893,607 $ 528,918 $ 605,504 $ — $ 3,028,029 Income (loss) from operations (2, 3) 452,113 111,483 51,197 (94,559) 520,234 Depreciation expense (4) 20,134 5,910 10,070 974 37,088 Amortization expense (5) 42,905 6,946 6,768 5,351 61,970 Net capital expenditures 34,805 11,744 20,579 2,517 69,645 Total assets $ 3,775,421 $ 1,030,366 $ 1,976,071 $ 140,750 $ 6,922,608 Three Months Ended October 1, 2022 Net sales $ 619,557 $ 152,349 $ 220,965 $ — $ 992,871 Income (loss) from operations (2, 3) 142,999 27,661 29,788 (38,743) 161,705 Depreciation expense (4) 5,822 1,591 1,861 205 9,479 Amortization expense (5) 14,124 4,470 1,289 1,778 21,661 Net capital expenditures 10,235 2,959 5,211 376 18,781 Nine Months Ended October 1, 2022 Net sales $ 1,765,849 $ 403,245 $ 832,054 $ — $ 3,001,148 Income (loss) from operations (2, 3) 390,218 66,164 100,811 (105,697) 451,496 Depreciation expense (4) 17,478 4,281 9,271 578 31,608 Amortization expense (5) 41,169 8,319 20,448 5,373 75,309 Net capital expenditures 23,165 10,121 16,457 1,171 50,914 Total assets $ 3,716,686 $ 857,891 $ 1,949,883 $ 147,401 $ 6,671,861 (1) Includes corporate and other general company assets and operations. (2) Non-operating expenses are not allocated to the operating 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. (3) Restructuring expenses are allocated in operating income by segment. (4) Includes depreciation on right of use assets. (5) Includes amortization of deferred financing costs and Convertible Notes issuance costs. Geographic Information Long-lived assets, not including goodwill and other intangibles (in thousands): Sep 30, 2023 Oct 1, 2022 United States and Canada $ 525,347 $ 470,952 Asia 39,294 33,432 Europe and Middle East 154,794 135,341 Latin America 14,351 12,377 Total international $ 208,439 $ 181,150 $ 733,786 $ 652,102 |
Employee Retirement Plans
Employee Retirement Plans | 9 Months Ended |
Sep. 30, 2023 | |
Employee Retirement Plans [Abstract] | |
Employee Retirement Plans | Employee Retirement Plans The following table summarizes the company's net periodic pension benefit related to the AGA Group pension plans (in thousands): Three Months Ended Nine Months Ended Sep 30, 2023 Oct 1, 2022 Sep 30, 2023 Oct 1, 2022 Net Periodic Pension Benefit: Interest cost 11,606 5,881 $ 34,220 $ 18,867 Expected return on assets (14,816) (17,505) (43,687) (56,155) Amortization of net loss 7 847 21 2,716 Amortization of prior service cost 657 611 1,939 1,960 $ (2,546) $ (10,166) $ (7,507) $ (32,612) |
Share Repurchases
Share Repurchases | 9 Months Ended |
Sep. 30, 2023 | |
Text Block [Abstract] | |
Treasury Stock [Text Block] | Share Repurchases 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 the three months ended September 30, 2023, the company purchased zero shares of its common stock under the program. During the nine months ended September 30, 2023, the company repurchased 397,738 shares of its common stock under the program for $55.6 million, including applicable commissions and excise tax, which represented an average price of $139.68. As of September 30, 2023, 3,116,364 shares had been purchased under the stock repurchase program and 1,883,636 shares remained 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 the nine months ended September 30, 2023, the company repurchased 126,550 shares of its common stock that were surrendered to the company for withholding taxes related to restricted stock vestings for $19.7 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 2022 Form 10-K. The company’s interim results are not necessarily indicative of future full year results for the fiscal year 2023. Certain reclassifications of prior year data have been made to conform with current year reporting. 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 30, 2023 and December 31, 2022, the results of operations for the three and nine months ended September 30, 2023 and October 1, 2022, cash flows for the nine months ended September 30, 2023 and October 1, 2022 and statement of stockholders' equity for the three and nine months ended September 30, 2023 and October 1, 2022. |
Use of Estimates | 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. |
Non-Cash Share-Based Compensation | Non-Cash Share-Based CompensationThe 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 $13.2 million and $15.7 million for the three months period ended September 30, 2023 and October 1, 2022, respectively. Non-cash share-based compensation expense was $35.3 million and $42.6 million for the nine months period ended September 30, 2023 and October 1, 2022, respectively. |
Fair Value Measures | 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. |
Earnings Per Share, Policy | 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. |
Revenue Recognition Revenue R_2
Revenue Recognition Revenue Recognition (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue Recognition [Abstract] | |
Revenue [Policy Text Block] | The company disaggregates its net sales by reportable operating segment and geographical location as the company believes it best depicts how the nature, timing and uncertainty of its 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 the company's long-term contracts within the Food Processing Equipment group is recognized over time as the equipment is manufactured and assembled. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | 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 Fair Value Fair Value Total As of September 30, 2023 Financial Assets: Interest rate swaps $ — $ 62,163 $ — $ 62,163 Financial Liabilities: Contingent consideration $ — $ — $ 60,789 $ 60,789 Foreign exchange derivative contracts $ — $ 558 $ — $ 558 As of December 31, 2022 Financial Assets: Interest rate swaps $ — $ 64,985 $ — $ 64,985 Financial Liabilities: Contingent consideration $ — $ — $ 47,242 $ 47,242 Foreign exchange derivative contracts $ — $ 474 $ — $ 474 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table represents changes in the fair value of the contingent consideration liabilities: September 30, 2023 Beginning balance $ 47,242 Payments of contingent consideration (4,117) New contingent consideration 15,318 Changes in fair value 2,346 Ending balance $ 60,789 |
Acquisitions and Purchase Acc_2
Acquisitions and Purchase Accounting Acquisition and Purchase Accounting (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information | The following pro forma results include adjustments to reflect amortization of intangibles associated with the acquisition and the effects of adjustments made to the carrying value of certain assets (in thousands, except per share data): Nine Months Ended September 30, 2023 October 1, 2022 Net sales $ 3,037,755 $ 3,115,311 Net earnings 327,032 294,878 Net earnings per share: Basic $ 6.10 $ 5.44 Diluted $ 6.03 $ 5.35 |
2022 Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | 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): Preliminary Opening Balance Sheet Preliminary Measurement Adjusted Opening Balance Sheet Cash $ 25,860 $ 159 $ 26,019 Current assets 115,264 (8,653) 106,611 Property, plant and equipment 44,598 615 45,213 Goodwill 139,633 8,945 148,578 Other intangibles 93,147 7,018 100,165 Long-term deferred tax asset 426 635 1,061 Other assets 1,420 3,209 4,629 Current portion of long-term debt (22,841) 2,043 (20,798) Current liabilities (57,158) (2,611) (59,769) Long term debt (5,646) (3,995) (9,641) Long-term deferred tax liability (23,137) 1,994 (21,143) Other non-current liabilities (19,061) (7,022) (26,083) Consideration paid at closing $ 292,505 $ 2,337 $ 294,842 Contingent consideration 19,105 3,969 23,074 Net assets acquired and liabilities assumed $ 311,610 $ 6,306 $ 317,916 |
2023 Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | 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 2023 acquisitions and are summarized as follows (in thousands): Preliminary Opening Balance Sheet Preliminary Measurement Adjusted Opening Balance Sheet Cash $ 3,102 $ — $ 3,102 Current assets 9,964 542 10,506 Property, plant and equipment 21,954 — 21,954 Goodwill 38,422 1,089 39,511 Other intangibles 34,337 (713) 33,624 Current liabilities (3,774) (1,091) (4,865) Long-term deferred tax liability (958) — (958) Other non-current liabilities (12,099) — (12,099) Consideration paid at closing $ 90,948 $ (173) $ 90,775 Contingent consideration 14,743 — 14,743 Net assets acquired and liabilities assumed $ 105,691 $ (173) $ 105,518 |
Revenue Recognition Revenue R_3
Revenue Recognition Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue Recognition [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table summarizes the company's net sales by reportable operating segment and geographical location (in thousands): Commercial Food Processing Residential Kitchen Total Three Months Ended September 30, 2023 United States and Canada $ 458,529 $ 111,092 $ 116,522 $ 686,143 Asia 59,922 6,389 3,371 69,682 Europe and Middle East 91,112 34,250 57,474 182,836 Latin America 24,446 14,936 2,608 41,990 Total $ 634,009 $ 166,667 $ 179,975 $ 980,651 Nine Months Ended September 30, 2023 United States and Canada $ 1,385,929 $ 354,945 $ 395,236 $ 2,136,110 Asia 173,901 30,507 8,652 213,060 Europe and Middle East 272,252 101,808 194,631 568,691 Latin America 61,525 41,658 6,985 110,168 Total $ 1,893,607 $ 528,918 $ 605,504 $ 3,028,029 Three Months Ended October 1, 2022 United States and Canada $ 459,971 $ 108,449 $ 145,757 $ 714,177 Asia 55,243 7,805 11,647 74,695 Europe and Middle East 86,963 24,263 60,200 171,426 Latin America 17,380 11,832 3,361 32,573 Total $ 619,557 $ 152,349 $ 220,965 $ 992,871 Nine Months Ended October 1, 2022 United States and Canada $ 1,302,591 $ 297,778 $ 563,047 $ 2,163,416 Asia 148,419 15,673 27,724 191,816 Europe and Middle East 267,558 58,931 234,203 560,692 Latin America 47,281 30,863 7,080 85,224 Total $ 1,765,849 $ 403,245 $ 832,054 $ 3,001,148 |
Contract with Customer, Asset and Liability [Table Text Block] | The following table provides information about contract assets and contract liabilities from contracts with customers (in thousands): Sep 30, 2023 Dec 31, 2022 Contract assets $ 59,129 $ 40,438 Contract liabilities $ 141,388 $ 185,824 Non-current contract liabilities $ 15,328 $ 12,495 |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Disclosure Other Comprehensive Income Additional Information [Abstract] | |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block] | Changes in accumulated other comprehensive income (1) were as follows (in thousands): Currency Translation Adjustment Pension Benefit Costs Unrealized Gain/(Loss) Interest Rate Swap Unrealized Loss Certain Investments Total Balance as of December 31, 2022 $ (205,345) $ (121,701) $ 48,574 $ — $ (278,472) Other comprehensive income before reclassification (4,751) (2,131) 21,872 — 14,990 Amounts reclassified from accumulated other comprehensive income — 1,587 (23,963) — (22,376) Net current-period other comprehensive income $ (4,751) $ (544) $ (2,091) — $ (7,386) Balance as of September 30, 2023 $ (210,096) $ (122,245) $ 46,483 — $ (285,858) Balance as of January 1, 2022 $ (97,654) $ (249,696) $ (13,064) $ 1,330 $ (359,084) Other comprehensive income before reclassification (201,176) 44,127 55,958 (1,330) (102,421) Amounts reclassified from accumulated other comprehensive income — — 7,646 — 7,646 Net current-period other comprehensive income $ (201,176) $ 44,127 $ 63,604 $ (1,330) $ (94,775) Balance as of October 1, 2022 $ (298,830) $ (205,569) $ 50,540 $ — $ (453,859) |
Schedule of Comprehensive Income (Loss) | Components of other comprehensive income were as follows (in thousands): Three Months Ended Nine Months Ended Sep 30, 2023 Oct 1, 2022 Sep 30, 2023 Oct 1, 2022 Net earnings $ 108,650 $ 104,369 $ 324,589 $ 303,372 Currency translation adjustment (36,602) (81,774) (4,751) (201,176) Pension liability adjustment, net of tax 4,436 17,928 (544) 44,127 Unrealized gain (loss) on interest rate swaps, net of tax 20 24,360 (2,091) 63,604 Unrealized loss on certain investments, net of tax — — — (1,330) Comprehensive income $ 76,504 $ 64,883 $ 317,203 $ 208,597 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes To Financial Statements [Abstract] | |
Schedule of Inventory, Current | Inventories at September 30, 2023 and December 31, 2022 are as follows (in thousands): Sep 30, 2023 Dec 31, 2022 Raw materials and parts $ 529,698 $ 595,325 Work-in-process 94,057 86,083 Finished goods 391,292 396,321 $ 1,015,047 $ 1,077,729 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes To Financial Statements [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the nine months ended September 30, 2023 are as follows (in thousands): Commercial Food Residential Kitchen Total Balance as of December 31, 2022 $ 1,309,776 $ 350,303 $ 751,755 $ 2,411,834 Goodwill acquired during the year 8,256 17,923 13,332 39,511 Measurement period adjustments to 2,412 1,540 — 3,952 Exchange effect (4,573) (1,591) 3,286 (2,878) Balance as of September 30, 2023 $ 1,315,871 $ 368,175 $ 768,373 $ 2,452,419 The annual impairment assessment for goodwill and indefinite-lived intangible assets is performed as of the first day of the fourth quarter and since that assessment, the company does not believe there are any indicators of impairment requiring subsequent analysis. This is supported by the review of order rates, backlog levels and financial performance across business segments. |
Intangibles (Tables)
Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | Intangible assets consist of the following (in thousands): September 30, 2023 December 31, 2022 Estimated Gross Accumulated Estimated Gross Accumulated Amortized intangible assets: Customer lists 7.2 $ 839,507 $ (509,610) 7.6 $ 839,811 $ (460,885) Backlog 0.0 7,496 (7,286) 0.1 8,301 (6,352) Developed technology 8.4 97,886 (42,290) 8.3 79,763 (35,797) $ 944,889 $ (559,186) $ 927,875 $ (503,034) Indefinite-lived assets: Trademarks and tradenames $ 1,389,843 $ 1,369,391 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Twelve Month Period coinciding with the end of the company's Fiscal Third Quarter Amortization Expense 2024 $ 66,884 2025 57,668 2026 55,416 2027 47,063 2028 40,934 Thereafter 117,738 $ 385,703 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Disclosure Accrued Expenses [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consist of the following (in thousands): Sep 30, 2023 Dec 31, 2022 Contract liabilities $ 141,388 $ 185,824 Accrued payroll and related expenses 115,363 122,861 Accrued warranty 87,327 82,096 Accrued customer rebates 56,357 70,706 Accrued short-term leases 26,634 25,250 Accrued sales and other tax 24,889 24,044 Accrued contingent consideration 19,720 20,529 Accrued professional fees 18,442 19,541 Accrued agent commission 16,788 17,381 Accrued product liability and workers compensation 11,150 11,326 Other accrued expenses 77,484 91,769 $ 595,542 $ 671,327 |
Warranty Costs (Tables)
Warranty Costs (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes To Financial Statements [Abstract] | |
Product Warranty Table Disclosure | A rollforward of the warranty reserve is as follows (in thousands): Nine Months Ended Sep 30, 2023 Balance as of December 31, 2022 $ 82,096 Warranty reserve related to acquisitions 290 Warranty expense 67,892 Warranty claims (62,951) Balance as of September 30, 2023 $ 87,327 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes To Financial Statements [Abstract] | |
Schedule of Long-term Debt Instruments | Sep 30, 2023 Dec 31, 2022 (in thousands) Senior secured revolving credit line $ 148,645 $ 251,805 Term loan facility 951,819 975,785 Delayed draw term loan facility 731,250 750,000 Convertible senior notes 740,602 737,918 Foreign loans 7,169 5,917 Other debt arrangement 741 899 Total debt 2,580,226 2,722,324 Less: Current maturities of long-term debt 44,330 45,583 Long-term debt $ 2,535,896 $ 2,676,741 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes To Financial Statements [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table summarizes the company’s fair value of interest rate swaps (in thousands): Condensed Consolidated Sep 30, 2023 Dec 31, 2022 Fair value Prepaid expense and other $ 3,288 $ 6,805 Fair value Other assets $ 58,875 $ 58,180 |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The impact on earnings from interest rate swaps was as follows (in thousands): Three Months Ended Nine Months Ended Presentation of Gain/(loss) Sep 30, 2023 Oct 1, 2022 Sep 30, 2023 Oct 1, 2022 Gain/(loss) recognized in accumulated other comprehensive income Other comprehensive income $ 8,706 $ 33,105 $ 21,141 $ 78,347 Gain/(loss) reclassified from accumulated other comprehensive income (effective portion) Interest expense $ 8,679 $ 171 $ 23,963 $ (7,646) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes To Financial Statements [Abstract] | |
Net Sales Summary By Segment | Net Sales Summary (dollars in thousands) Three Months Ended Nine Months Ended Sep 30, 2023 Oct 1, 2022 Sep 30, 2023 Oct 1, 2022 Sales Percent Sales Percent Sales Percent Sales Percent Business Segments: Commercial Foodservice $ 634,009 64.7 % $ 619,557 62.4 % $ 1,893,607 62.5 % $ 1,765,849 58.8 % Food Processing 166,667 17.0 152,349 15.3 528,918 17.5 403,245 13.5 Residential Kitchen 179,975 18.3 220,965 22.3 605,504 20.0 832,054 27.7 Total $ 980,651 100.0 % $ 992,871 100.0 % $ 3,028,029 100.0 % $ 3,001,148 100.0 % |
Schedule of Segment Reporting Information, by Segment | The following table summarizes the results of operations for the company's business segments (in thousands): Commercial Food Processing Residential Kitchen Corporate and Other (1) Total Three Months Ended September 30, 2023 Net sales $ 634,009 $ 166,667 $ 179,975 $ — $ 980,651 Income (loss) from operations (2, 3) 158,582 37,472 10,915 (32,528) 174,441 Depreciation expense (4) 6,957 1,924 3,304 403 12,588 Amortization expense (5) 13,959 2,677 2,280 1,777 20,693 Net capital expenditures 7,056 6,672 6,825 777 21,330 Nine Months Ended September 30, 2023 Net sales $ 1,893,607 $ 528,918 $ 605,504 $ — $ 3,028,029 Income (loss) from operations (2, 3) 452,113 111,483 51,197 (94,559) 520,234 Depreciation expense (4) 20,134 5,910 10,070 974 37,088 Amortization expense (5) 42,905 6,946 6,768 5,351 61,970 Net capital expenditures 34,805 11,744 20,579 2,517 69,645 Total assets $ 3,775,421 $ 1,030,366 $ 1,976,071 $ 140,750 $ 6,922,608 Three Months Ended October 1, 2022 Net sales $ 619,557 $ 152,349 $ 220,965 $ — $ 992,871 Income (loss) from operations (2, 3) 142,999 27,661 29,788 (38,743) 161,705 Depreciation expense (4) 5,822 1,591 1,861 205 9,479 Amortization expense (5) 14,124 4,470 1,289 1,778 21,661 Net capital expenditures 10,235 2,959 5,211 376 18,781 Nine Months Ended October 1, 2022 Net sales $ 1,765,849 $ 403,245 $ 832,054 $ — $ 3,001,148 Income (loss) from operations (2, 3) 390,218 66,164 100,811 (105,697) 451,496 Depreciation expense (4) 17,478 4,281 9,271 578 31,608 Amortization expense (5) 41,169 8,319 20,448 5,373 75,309 Net capital expenditures 23,165 10,121 16,457 1,171 50,914 Total assets $ 3,716,686 $ 857,891 $ 1,949,883 $ 147,401 $ 6,671,861 (1) Includes corporate and other general company assets and operations. (2) Non-operating expenses are not allocated to the operating 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. (3) Restructuring expenses are allocated in operating income by segment. (4) Includes depreciation on right of use assets. (5) Includes amortization of deferred financing costs and Convertible Notes issuance costs. |
Schedule of Entity-Wide Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | Long-lived assets, not including goodwill and other intangibles (in thousands): Sep 30, 2023 Oct 1, 2022 United States and Canada $ 525,347 $ 470,952 Asia 39,294 33,432 Europe and Middle East 154,794 135,341 Latin America 14,351 12,377 Total international $ 208,439 $ 181,150 $ 733,786 $ 652,102 |
Employee Retirement Plans (Tabl
Employee Retirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Employee Retirement Plans [Abstract] | |
Schedule of Costs of Retirement Plans [Table Text Block] | The following table summarizes the company's net periodic pension benefit related to the AGA Group pension plans (in thousands): Three Months Ended Nine Months Ended Sep 30, 2023 Oct 1, 2022 Sep 30, 2023 Oct 1, 2022 Net Periodic Pension Benefit: Interest cost 11,606 5,881 $ 34,220 $ 18,867 Expected return on assets (14,816) (17,505) (43,687) (56,155) Amortization of net loss 7 847 21 2,716 Amortization of prior service cost 657 611 1,939 1,960 $ (2,546) $ (10,166) $ (7,507) $ (32,612) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Accounting Policies [Abstract] | ||||
Non-cash share-based compensation expense | $ 13,200 | $ 15,700 | $ 35,305 | $ 42,641 |
Provision for income taxes | $ 35,742 | $ 34,684 | $ 107,861 | $ 99,327 |
Effective Income Tax Rate Reconciliation, Percent | 24.80% | 24.90% | 24.90% | 24.70% |
Interest paid | $ 93,400 | $ 57,000 | ||
Income tax payments | $ 119,400 | $ 84,200 | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 19,000 | 23,000 | 9,000 | 12,000 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 614,000 | 932,000 |
Financial Assets and Liabilitie
Financial Assets and Liabilities that are Measured At Fair Value and are Categorized Using Fair Value Hierarchy (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | $ 60,789 | $ 47,242 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | (4,117) | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | 15,318 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 2,346 | |
Fair Value, Measurements, Recurring | Interest Rate Swap | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Assets | 62,163 | 64,985 |
Fair Value, Measurements, Recurring | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Liabilities | 60,789 | 47,242 |
Fair Value, Measurements, Recurring | Foreign Exchange Forward | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Liabilities | 558 | 474 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring | Interest Rate Swap | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Assets | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Liabilities | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring | Foreign Exchange Forward | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring | Interest Rate Swap | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Assets | 62,163 | 64,985 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring | Foreign Exchange Forward | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Liabilities | 558 | 474 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring | Interest Rate Swap | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Assets | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Liabilities | 60,789 | 47,242 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring | Foreign Exchange Forward | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Financial Liabilities | $ 0 | $ 0 |
Acquisitions and Purchase Acc_3
Acquisitions and Purchase Accounting Estimated Fair Value of Assets Acquired and Liabilities Assumed - 2022 Acquisitions (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 2,452,419 | $ 2,411,834 |
Business Combination, Contingent Consideration, Liability | 19,720 | 20,529 |
Food Processing Group | ||
Business Acquisition [Line Items] | ||
Goodwill | 368,175 | 350,303 |
Commercial Foodservice Equipment Group | ||
Business Acquisition [Line Items] | ||
Goodwill | 1,315,871 | 1,309,776 |
Residential Kitchen | ||
Business Acquisition [Line Items] | ||
Goodwill | 768,373 | $ 751,755 |
2022 Acquisitions | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 26,019 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 106,611 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 45,213 | |
Goodwill | 148,578 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 100,165 | |
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | 1,061 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 4,629 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-Term Debt | (20,798) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (59,769) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-Term Debt | (9,641) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 21,143 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (26,083) | |
Business Combination Recognized Identifiable Assets Acquired Goodwill And Liabilities Assumed Initial Consideration, Net | 294,842 | |
Business Combination, Contingent Consideration, Liability | 23,074 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 317,916 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities, Net | (20,100) | |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 21,500 | |
Business Combination, Intangible Assets, Other than Goodwill, Expected Tax Deductible Amount | 11,900 | |
2022 Acquisitions | Tradenames And Trademarks | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 46,000 | |
2022 Acquisitions | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 31,500 | |
2022 Acquisitions | Developed Technology Rights | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 16,000 | |
2022 Acquisitions | Backlog | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 6,700 | |
2022 Acquisitions | Book and tax difference, identifiable intangible assets | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities, Net | 20,900 | |
2022 Acquisitions | Book and tax difference, identifiable tangible assets and liabilities | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities, Net | (800) | |
2022 Acquisitions | Food Processing Group | ||
Business Acquisition [Line Items] | ||
Goodwill | 113,800 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 63,800 | |
2022 Acquisitions | Commercial Foodservice Equipment Group | ||
Business Acquisition [Line Items] | ||
Goodwill | 32,500 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 35,600 | |
2022 Acquisitions | Residential Kitchen | ||
Business Acquisition [Line Items] | ||
Goodwill | 2,300 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 800 | |
2022 Acquisitions | Minimum | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | |
2022 Acquisitions | Minimum | Developed Technology Rights | ||
Business Acquisition [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | |
2022 Acquisitions | Minimum | Backlog | ||
Business Acquisition [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 months | |
2022 Acquisitions | Maximum | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | |
2022 Acquisitions | Maximum | Developed Technology Rights | ||
Business Acquisition [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years | |
2022 Acquisitions | Maximum | Backlog | ||
Business Acquisition [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 months | |
Initial accounting | 2022 Acquisitions | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 25,860 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 115,264 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 44,598 | |
Goodwill | 139,633 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 93,147 | |
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | 426 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 1,420 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-Term Debt | (22,841) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (57,158) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-Term Debt | (5,646) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 23,137 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (19,061) | |
Business Combination Recognized Identifiable Assets Acquired Goodwill And Liabilities Assumed Initial Consideration, Net | 292,505 | |
Business Combination, Contingent Consideration, Liability | 19,105 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 311,610 | |
Measurement period adjustment | 2022 Acquisitions | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 159 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | (8,653) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 615 | |
Goodwill | 8,945 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 7,018 | |
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | 635 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 3,209 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-Term Debt | 2,043 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (2,611) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-Term Debt | (3,995) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (1,994) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (7,022) | |
Business Combination Recognized Identifiable Assets Acquired Goodwill And Liabilities Assumed Initial Consideration, Net | 2,337 | |
Business Combination, Contingent Consideration, Liability | 3,969 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 6,306 |
Acquisitions and Purchase Acc_4
Acquisitions and Purchase Accounting Estimated Fair Value of Assets Acquired and Liabilities Assumed - 2023 Acquisitions (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 2,452,419 | $ 2,411,834 |
Business Combination, Contingent Consideration, Liability | 19,720 | 20,529 |
Commercial Foodservice Equipment Group | ||
Business Acquisition [Line Items] | ||
Goodwill | 1,315,871 | 1,309,776 |
Food Processing Group | ||
Business Acquisition [Line Items] | ||
Goodwill | 368,175 | 350,303 |
Residential Kitchen | ||
Business Acquisition [Line Items] | ||
Goodwill | 768,373 | $ 751,755 |
2023 Acquisitions | ||
Text Block [Abstract] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 33,624 | |
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 3,102 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 10,506 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 21,954 | |
Goodwill | 39,511 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 33,624 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (4,865) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (12,099) | |
Business Combination Recognized Identifiable Assets Acquired Goodwill And Liabilities Assumed Initial Consideration, Net | 90,775 | |
Business Combination, Contingent Consideration, Liability | 14,743 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 105,518 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (958) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities, Net | (1,000) | |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 37,900 | |
Business Combination, Intangible Assets, Other than Goodwill, Expected Tax Deductible Amount | 32,200 | |
2023 Acquisitions | Book and tax difference, identifiable intangible assets | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities, Net | 400 | |
2023 Acquisitions | Book and tax difference, identifiable tangible assets and liabilities | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities, Net | 600 | |
2023 Acquisitions | Commercial Foodservice Equipment Group | ||
Text Block [Abstract] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 14,100 | |
Business Acquisition [Line Items] | ||
Goodwill | 8,300 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 14,100 | |
2023 Acquisitions | Food Processing Group | ||
Text Block [Abstract] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 7,800 | |
Business Acquisition [Line Items] | ||
Goodwill | 17,900 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 7,800 | |
2023 Acquisitions | Residential Kitchen | ||
Text Block [Abstract] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 11,700 | |
Business Acquisition [Line Items] | ||
Goodwill | 13,300 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 11,700 | |
2023 Acquisitions | Customer Relationships | ||
Text Block [Abstract] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 7,200 | |
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 7,200 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | |
2023 Acquisitions | Developed Technology Rights | ||
Text Block [Abstract] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 7,900 | |
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 7,900 | |
2023 Acquisitions | Developed Technology Rights | Minimum | ||
Business Acquisition [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | |
2023 Acquisitions | Developed Technology Rights | Maximum | ||
Business Acquisition [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | |
2023 Acquisitions | Backlog | ||
Text Block [Abstract] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 600 | |
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 600 | |
2023 Acquisitions | Backlog | Minimum | ||
Business Acquisition [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 months | |
2023 Acquisitions | Tradenames And Trademarks | ||
Text Block [Abstract] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 17,900 | |
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 17,900 | |
Initial accounting | 2023 Acquisitions | ||
Text Block [Abstract] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 34,337 | |
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 3,102 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 9,964 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 21,954 | |
Goodwill | 38,422 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 34,337 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (3,774) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (12,099) | |
Business Combination Recognized Identifiable Assets Acquired Goodwill And Liabilities Assumed Initial Consideration, Net | 90,948 | |
Business Combination, Contingent Consideration, Liability | 14,743 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 105,691 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (958) | |
Measurement period adjustment | 2023 Acquisitions | ||
Text Block [Abstract] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | (713) | |
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 0 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 542 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 0 | |
Goodwill | 1,089 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | (713) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (1,091) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 0 | |
Business Combination Recognized Identifiable Assets Acquired Goodwill And Liabilities Assumed Initial Consideration, Net | (173) | |
Business Combination, Contingent Consideration, Liability | 0 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | (173) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | $ 0 |
Acquisitions and Purchase Acc_5
Acquisitions and Purchase Accounting Acquisitions and Purchase Accounting - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Oct. 01, 2022 | |
Business Combinations [Abstract] | ||
Business Acquisition, Pro Forma Revenue | $ 3,037,755 | $ 3,115,311 |
Business Acquisition, Pro Forma Net Income (Loss) | $ 327,032 | $ 294,878 |
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ 6.10 | $ 5.44 |
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ 6.03 | $ 5.35 |
Revenue Recognition Disaggregat
Revenue Recognition Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 980,651 | $ 992,871 | $ 3,028,029 | $ 3,001,148 |
United States and Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 686,143 | 714,177 | 2,136,110 | 2,163,416 |
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 69,682 | 74,695 | 213,060 | 191,816 |
Europe and Middle East | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 182,836 | 171,426 | 568,691 | 560,692 |
Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 41,990 | 32,573 | 110,168 | 85,224 |
Commercial Foodservice Equipment Group | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 634,009 | 619,557 | 1,893,607 | 1,765,849 |
Commercial Foodservice Equipment Group | United States and Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 458,529 | 459,971 | 1,385,929 | 1,302,591 |
Commercial Foodservice Equipment Group | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 59,922 | 55,243 | 173,901 | 148,419 |
Commercial Foodservice Equipment Group | Europe and Middle East | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 91,112 | 86,963 | 272,252 | 267,558 |
Commercial Foodservice Equipment Group | Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 24,446 | 17,380 | 61,525 | 47,281 |
Food Processing Group | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 166,667 | 152,349 | 528,918 | 403,245 |
Food Processing Group | United States and Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 111,092 | 108,449 | 354,945 | 297,778 |
Food Processing Group | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 6,389 | 7,805 | 30,507 | 15,673 |
Food Processing Group | Europe and Middle East | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 34,250 | 24,263 | 101,808 | 58,931 |
Food Processing Group | Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 14,936 | 11,832 | 41,658 | 30,863 |
Residential Kitchen | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 179,975 | 220,965 | 605,504 | 832,054 |
Residential Kitchen | United States and Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 116,522 | 145,757 | 395,236 | 563,047 |
Residential Kitchen | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 3,371 | 11,647 | 8,652 | 27,724 |
Residential Kitchen | Europe and Middle East | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 57,474 | 60,200 | 194,631 | 234,203 |
Residential Kitchen | Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,608 | $ 3,361 | $ 6,985 | $ 7,080 |
Revenue Recognition Contract wi
Revenue Recognition Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue Recognition [Abstract] | ||
Contract with Customer, Asset, Net, Current | $ 59,129 | $ 40,438 |
Contract liabilities | 141,388 | 185,824 |
Contract with Customer, Liability, Noncurrent | 15,328 | $ 12,495 |
Contract with Customer, Asset, Reclassified to Receivable | 32,200 | |
Contract with Customer, Liability, Revenue Recognized | 99,400 | |
Contract with Customer, Liability, Increase for Contract Acquired during the Period | 88,300 | |
Capitalized Contract Cost, Impairment Loss | $ 0 |
Changes in accumulated other co
Changes in accumulated other comprehensive income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning of Period | $ (278,472) | $ (359,084) | ||
Other comprehensive income before reclassification | 14,990 | (102,421) | ||
Amounts reclassified from accumulated other comprehensive income | (22,376) | 7,646 | ||
Net current-period other comprehensive income | (7,386) | (94,775) | ||
End of Period | $ (285,858) | $ (453,859) | (285,858) | (453,859) |
Accumulated Other Comprehensive (income) Loss, Defined Benefit Plan, Tax | (1,500) | (32,600) | (1,500) | (32,600) |
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Tax | 16,100 | 17,900 | 16,100 | 17,900 |
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, Tax | 500 | 6,900 | ||
Unrealized gain on interest rate swap, tax | 7 | 8,574 | (731) | 22,389 |
Other Comprehensive Income (Loss), Unrealized Gain (loss) Certain Investments, Tax | (400) | |||
Accumulated Translation Adjustment | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning of Period | (205,345) | (97,654) | ||
Other comprehensive income before reclassification | (4,751) | (201,176) | ||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||
Net current-period other comprehensive income | (4,751) | (201,176) | ||
End of Period | (210,096) | (298,830) | (210,096) | (298,830) |
Accumulated Defined Benefit Plans Adjustment | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning of Period | (121,701) | (249,696) | ||
Other comprehensive income before reclassification | 2,131 | (44,127) | ||
Amounts reclassified from accumulated other comprehensive income | 1,587 | 0 | ||
Net current-period other comprehensive income | (544) | 44,127 | ||
End of Period | (122,245) | (205,569) | (122,245) | (205,569) |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | Interest Rate Swap | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning of Period | 48,574 | (13,064) | ||
Other comprehensive income before reclassification | 21,872 | 55,958 | ||
Amounts reclassified from accumulated other comprehensive income | (23,963) | 7,646 | ||
Net current-period other comprehensive income | (2,091) | 63,604 | ||
End of Period | 46,483 | 50,540 | 46,483 | 50,540 |
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning of Period | 0 | 1,330 | ||
Other comprehensive income before reclassification | 0 | (1,330) | ||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||
Net current-period other comprehensive income | 0 | (1,330) | ||
End of Period | $ 0 | $ 0 | $ 0 | $ 0 |
Components of Other Comprehensi
Components of Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Disclosure Other Comprehensive Income Additional Information [Abstract] | ||||
Net earnings | $ 108,650 | $ 104,369 | $ 324,589 | $ 303,372 |
Currency Translation Adjustment | (36,602) | (81,774) | (4,751) | (201,176) |
Change in unrecognized pension benefit costs, net of tax | 4,436 | 17,928 | (544) | 44,127 |
Unrealized gain (loss) on interest rate swamp, net of tax | 20 | 24,360 | (2,091) | 63,604 |
Comprehensive income | 76,504 | 64,883 | 317,203 | 208,597 |
Unrealized loss on certain investments, net of tax | $ 0 | $ 0 | $ 0 | $ (1,330) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Notes To Financial Statements [Abstract] | ||
Inventory, Raw Materials, Net of Reserves | $ 529,698 | $ 595,325 |
Inventory, Work in Process, Net of Reserves | 94,057 | 86,083 |
Inventory, Finished Goods, Net of Reserves | 391,292 | 396,321 |
Inventories, net | $ 1,015,047 | $ 1,077,729 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Line Items] | |
Balance beginning of period | $ 2,411,834 |
Goodwill acquired during the year | 39,511 |
Measurement period adjustments to goodwill acquired in prior year | 3,952 |
Goodwill, Foreign Currency Translation Gain (Loss) | (2,878) |
Balance end of period | 2,452,419 |
Commercial Foodservice Equipment Group | |
Goodwill [Line Items] | |
Balance beginning of period | 1,309,776 |
Goodwill acquired during the year | 8,256 |
Measurement period adjustments to goodwill acquired in prior year | 2,412 |
Goodwill, Foreign Currency Translation Gain (Loss) | (4,573) |
Balance end of period | 1,315,871 |
Food Processing Group | |
Goodwill [Line Items] | |
Balance beginning of period | 350,303 |
Goodwill acquired during the year | 17,923 |
Measurement period adjustments to goodwill acquired in prior year | 1,540 |
Goodwill, Foreign Currency Translation Gain (Loss) | (1,591) |
Balance end of period | 368,175 |
Residential Kitchen | |
Goodwill [Line Items] | |
Balance beginning of period | 751,755 |
Goodwill acquired during the year | 13,332 |
Measurement period adjustments to goodwill acquired in prior year | 0 |
Goodwill, Foreign Currency Translation Gain (Loss) | 3,286 |
Balance end of period | $ 768,373 |
Intangibles (Details)
Intangibles (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | $ 944,889 | $ 944,889 | $ 927,875 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (559,186) | (559,186) | $ (503,034) | ||
Amortization of Intangible Assets | 18,900 | $ 19,800 | 56,600 | $ 69,900 | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 66,884 | 66,884 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 57,668 | 57,668 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 55,416 | 55,416 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 47,063 | 47,063 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 40,934 | 40,934 | |||
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 117,738 | 117,738 | |||
Finite-Lived Intangible Assets, Net | $ 385,703 | $ 385,703 | |||
Customer Lists | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 7 years 2 months 12 days | 7 years 2 months 12 days | 7 years 7 months 6 days | ||
Finite-Lived Intangible Assets, Gross | $ 839,507 | $ 839,507 | $ 839,811 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ (509,610) | $ (509,610) | $ (460,885) | ||
Backlog | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 0 years | 0 years | 1 month 6 days | ||
Finite-Lived Intangible Assets, Gross | $ 7,496 | $ 7,496 | $ 8,301 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ (7,286) | $ (7,286) | $ (6,352) | ||
Developed Technology Rights | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 8 years 4 months 24 days | 8 years 4 months 24 days | 8 years 3 months 18 days | ||
Finite-Lived Intangible Assets, Gross | $ 97,886 | $ 97,886 | $ 79,763 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (42,290) | (42,290) | (35,797) | ||
Tradenames And Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 1,389,843 | $ 1,389,843 | $ 1,369,391 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Disclosure Accrued Expenses [Abstract] | ||
Contract liabilities | $ 141,388 | $ 185,824 |
Accrued payroll and related expenses | 115,363 | 122,861 |
Accrued warranty | 87,327 | 82,096 |
Accrued customer rebates | 56,357 | 70,706 |
Accrued short-term leases | 26,634 | 25,250 |
Accrued sales and other tax | 24,889 | 24,044 |
Accrued professional services | 18,442 | 19,541 |
Accrued agent commission | 16,788 | 17,381 |
Accrued Product Liability And Workers Compensation Liability Current | 11,150 | 11,326 |
Business Combination, Contingent Consideration, Liability | 19,720 | 20,529 |
Other accrued expenses | 77,484 | 91,769 |
Accrued expenses | $ 595,542 | $ 671,327 |
Rollforward of Warranty Reserve
Rollforward of Warranty Reserve (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Disclosure Rollforward Of Warranty Reserve [Abstract] | |
Beginning balance | $ 82,096 |
Warranty reserve related to acquisitions | 290 |
Warranty expense | 67,892 |
Warranty claims | (62,951) |
Ending balance | $ 87,327 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Line Items] | ||
Senior secured revolving credit line | $ 148,645 | $ 251,805 |
Term loan facility | 951,819 | 975,785 |
Delayed draw term loan facility | 731,250 | 750,000 |
Convertible senior notes | 740,602 | 737,918 |
Other Long-term Debt | 741 | 899 |
Total debt | 2,580,226 | 2,722,324 |
Less: Current maturities of long-term debt | 44,330 | 45,583 |
Long-term debt | 2,535,896 | 2,676,741 |
Foreign | ||
Debt Disclosure [Line Items] | ||
Foreign loans | $ 7,169 | $ 5,917 |
Financing Arrangements Addition
Financing Arrangements Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Line Items] | ||
Term loan facility | $ 951,819 | $ 975,785 |
Credit facility, outstanding | 1,800,000 | |
Letters of Credit Outstanding, Amount | $ 1,600 | |
Debt Instrument Interest Additional Interest Above Fed Funds Rate | 0.50% | |
Debt Instrument, Interest Rate, Increase (Decrease) | 1% | |
Credit facility, average interest rate | 5.11% | |
Variable commitment fee | 0.25% | |
Term loan facility average interest rate | 4.94% | |
Line of credit, Current and Noncurrent, Foreign | $ 7,200 | |
Line of Credit Facility, Interest Rate at Period End | 1.56% | |
Derivative Notional Amount, Current | $ 208,000 | |
Derivative Notional Amount, NonCurrent | $ 740,000 | |
Derivative Fixed Interest Rate, Current | 1.55% | |
Term loan facility, gross | $ 956,300 | |
Line of Credit Facility, Remaining Borrowing Capacity | $ 2,600,000 | |
Debt Instrument Interest Additional Interest Above LIBOR Rate, elevated covenants | 1.625% | |
Line Of Credit Facility Commitment Fee Percentage, elevated covenants | 0.25% | |
Delayed draw term loan facility, amortization quarter percent | 0.625% | |
Debt Instrument Interest Additional Interest Above SOFR Rate | 1.625% | |
Debt Instrument Interest Additional Interest Above SOFR Rate Alternative | 0.625% | |
Debt Instrument Interest Additional Interest Above SOFR Rate, elevated covenants | 1.625% | |
Convertible Debt | ||
Debt Disclosure [Line Items] | ||
Debt Instrument, Face Amount | $ 747,499 | $ 747,499 |
Revolving Credit Facility | ||
Debt Disclosure [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.10% |
Carrying Value and Estimated Ag
Carrying Value and Estimated Aggregate Fair Value of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Line Items] | ||
Carrying Value | $ 2,580,226 | $ 2,722,324 |
Derivative Fixed Interest Rate, Noncurrent | 1.69% | |
Debt excluding convertible senior notes | ||
Debt Disclosure [Line Items] | ||
Carrying Value | $ 1,839,624 | 1,984,406 |
Fair Value | $ 1,844,055 | $ 1,989,871 |
Convertible Debt (Details)
Convertible Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Line Items] | ||
Convertible senior notes | $ 740,602 | $ 737,918 |
Convertible Debt | ||
Debt Disclosure [Line Items] | ||
Debt Instrument, Face Amount | 747,499 | 747,499 |
Unamortized Debt Issuance Expense | $ (6,897) | $ (9,581) |
Convertible Debt Interest Expen
Convertible Debt Interest Expense (Details) - Convertible Debt - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Debt Disclosure [Line Items] | ||||
Interest Expense, Debt, Excluding Amortization | $ 1,847 | $ 1,848 | $ 5,585 | $ 5,606 |
Amortization of Debt Discount (Premium) | 889 | 888 | 2,685 | 2,688 |
Interest Expense | $ 2,736 | $ 2,736 | $ 8,270 | $ 8,294 |
Convertible Debt Additional Inf
Convertible Debt Additional Information (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Convertible Debt | |
Debt Disclosure [Line Items] | |
Notes Payable, Fair Value Disclosure | $ 837.8 |
Capped Call Information (Detail
Capped Call Information (Details) - USD ($) | 9 Months Ended | |||||
Sep. 30, 2023 | Oct. 01, 2022 | Mar. 22, 2022 | Dec. 22, 2021 | Dec. 16, 2021 | Aug. 21, 2020 | |
Debt Disclosure [Line Items] | ||||||
Premiums paid for capped call | $ 0 | $ 9,655,000 | ||||
2021 Capped Call Transaction One | ||||||
Debt Disclosure [Line Items] | ||||||
Premiums paid for capped call | 54,600,000 | |||||
2022 Capped Call Transaction | ||||||
Debt Disclosure [Line Items] | ||||||
Premiums paid for capped call | $ 9,700,000 | |||||
Convertible Debt | ||||||
Debt Disclosure [Line Items] | ||||||
Debt Instrument, Capped Call Transaction, Net Cost | $ 104,700,000 | |||||
Debt Instrument, Capped Call Transaction Cap Price, Per Share | $ 207.93 | |||||
Convertible Debt | 2021 Capped Call Transaction One | ||||||
Debt Disclosure [Line Items] | ||||||
Debt Instrument, Capped Call Transaction Cap Price, Per Share | $ 216.50 | |||||
Convertible Debt | 2022 Capped Call Transaction | ||||||
Debt Disclosure [Line Items] | ||||||
Debt Instrument, Capped Call Transaction Cap Price, Per Share | $ 229 | |||||
Convertible Debt | 2021 Capped Call Transaction Two | ||||||
Debt Disclosure [Line Items] | ||||||
Debt Instrument, Capped Call Transaction Cap Price, Per Share | $ 225 |
Summary of Fair Value of Intere
Summary of Fair Value of Interest Rate Swaps (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Foreign Exchange Forward | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, Notional Amount | $ 224,600 | $ 562,500 |
Prepaid Expenses and Other Current Assets | Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Interest Rate Fair Value Hedge Asset at Fair Value | 3,288 | 6,805 |
Other Noncurrent Assets | Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Interest Rate Fair Value Hedge Asset at Fair Value | $ 58,875 | $ 58,180 |
Impact on Earnings from Interes
Impact on Earnings from Interest Rate Swaps (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amounts reclassified from accumulated other comprehensive income | $ (22,376) | $ 7,646 | ||
Interest Rate Swap | Other Comprehensive Income | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | $ 8,706 | $ 33,105 | 21,141 | 78,347 |
Interest Rate Swap | Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amounts reclassified from accumulated other comprehensive income | $ 8,679 | $ 171 | $ 23,963 | $ (7,646) |
Financial Instruments Additiona
Financial Instruments Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Derivative [Line Items] | |
Fair value of interest rate swaps liability | $ 62.2 |
Loss in fair value of interest rate swaps | 2.1 |
Foreign Exchange Forward | |
Derivative [Line Items] | |
Derivative, Fair Value, Net | $ (0.6) |
Net Sales Summary (Details)
Net Sales Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 980,651 | $ 992,871 | $ 3,028,029 | $ 3,001,148 |
Percent | 100% | 100% | 100% | 100% |
Commercial Foodservice Equipment Group | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 634,009 | $ 619,557 | $ 1,893,607 | $ 1,765,849 |
Percent | 64.70% | 62.40% | 62.50% | 58.80% |
Food Processing Group | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 166,667 | $ 152,349 | $ 528,918 | $ 403,245 |
Percent | 17% | 15.30% | 17.50% | 13.50% |
Residential Kitchen | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 179,975 | $ 220,965 | $ 605,504 | $ 832,054 |
Percent | 18.30% | 22.30% | 20% | 27.70% |
Summary of Results of Operation
Summary of Results of Operations for Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | ||
Segment Reporting Information [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 980,651 | $ 992,871 | $ 3,028,029 | $ 3,001,148 | ||
Income from operations | [1],[2] | 174,441 | 161,705 | 520,234 | 451,496 | |
Depreciation | [3] | 12,588 | 9,479 | 37,088 | 31,608 | |
Amortization of Intangible Assets and Debt Issuance Costs | [4] | 20,693 | 21,661 | 61,970 | 75,309 | |
Capital Expenditures Net | 21,330 | 18,781 | 69,645 | 50,914 | ||
Total assets | 6,922,608 | 6,671,861 | 6,922,608 | 6,671,861 | $ 6,874,866 | |
Commercial Foodservice Equipment Group | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 634,009 | 619,557 | 1,893,607 | 1,765,849 | ||
Income from operations | [1],[2] | 158,582 | 142,999 | 452,113 | 390,218 | |
Depreciation | [3] | 6,957 | 5,822 | 20,134 | 17,478 | |
Amortization of Intangible Assets and Debt Issuance Costs | 13,959 | 14,124 | 42,905 | 41,169 | ||
Capital Expenditures Net | 7,056 | 10,235 | 34,805 | 23,165 | ||
Total assets | 3,775,421 | 3,716,686 | 3,775,421 | 3,716,686 | ||
Food Processing Group | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 166,667 | 152,349 | 528,918 | 403,245 | ||
Income from operations | [1],[2] | 37,472 | 27,661 | 111,483 | 66,164 | |
Depreciation | [3] | 1,924 | 1,591 | 5,910 | 4,281 | |
Amortization of Intangible Assets and Debt Issuance Costs | 2,677 | 4,470 | 6,946 | 8,319 | ||
Capital Expenditures Net | 6,672 | 2,959 | 11,744 | 10,121 | ||
Total assets | 1,030,366 | 857,891 | 1,030,366 | 857,891 | ||
Residential Kitchen | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 179,975 | 220,965 | 605,504 | 832,054 | ||
Income from operations | [1],[2] | 10,915 | 29,788 | 51,197 | 100,811 | |
Depreciation | [3] | 3,304 | 1,861 | 10,070 | 9,271 | |
Amortization of Intangible Assets and Debt Issuance Costs | 2,280 | 1,289 | 6,768 | 20,448 | ||
Capital Expenditures Net | 6,825 | 5,211 | 20,579 | 16,457 | ||
Total assets | 1,976,071 | 1,949,883 | 1,976,071 | 1,949,883 | ||
Corporate and Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | 0 | 0 | ||
Income from operations | [1],[2],[5] | (32,528) | (38,743) | (94,559) | (105,697) | |
Depreciation | [3],[5] | 403 | 205 | 974 | 578 | |
Amortization of Intangible Assets and Debt Issuance Costs | [4],[5] | 1,777 | 1,778 | 5,351 | 5,373 | |
Capital Expenditures Net | [5] | 777 | 376 | 2,517 | 1,171 | |
Total assets | [5] | $ 140,750 | $ 147,401 | $ 140,750 | $ 147,401 | |
[1]Non-operating expenses are not allocated to the operating 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]Restructuring expenses are allocated in operating income by segment. (4) Includes depreciation on right of use assets. |
Long-Lived Assets by Major Geog
Long-Lived Assets by Major Geographic Region (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Oct. 01, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 733,786 | $ 652,102 |
United States and Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 525,347 | 470,952 |
Asia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 39,294 | 33,432 |
Europe and Middle East | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 154,794 | 135,341 |
Latin America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 14,351 | 12,377 |
Total International | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 208,439 | $ 181,150 |
Employee Retirement Plans Addit
Employee Retirement Plans Additional Information (Details) - Non-US Plans - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Interest cost | $ 11,606 | $ 5,881 | $ 34,220 | $ 18,867 |
Expected return on assets | (14,816) | (17,505) | (43,687) | (56,155) |
Amortization of net loss | 7 | 847 | 21 | 2,716 |
Amortization of prior service cost | 657 | 611 | 1,939 | 1,960 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | $ (2,546) | $ (10,166) | $ (7,507) | $ (32,612) |
Share Repurchases (Details)
Share Repurchases (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | May 13, 2022 | Nov. 07, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Repurchased During Period, Shares | 0 | 397,738 | ||||
Stock Repurchased During Period, Value | $ 55,600 | |||||
Treasury Stock Acquired, Average Cost Per Share | $ 139.68 | |||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 1,883,636 | 1,883,636 | ||||
Treasury Stock, Value, Acquired, Cost Method | $ 71 | $ 74,835 | $ 239,680 | |||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Treasury Stock, Shares, Acquired | 126,550 | |||||
Treasury Stock, Value, Acquired, Cost Method | $ 19,700 | |||||
2017 Program | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 2,500,000 | 2,500,000 | ||||
Share Repurchase Program, Number of Shares Repurchased | 3,116,364 | 3,116,364 |