Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Principal Market
The company's Common Stock trades on the Nasdaq Global Select Market under the symbol "MIDD".
Stockholders
The company estimates there were approximately 43,609 record holders of the company's common stock as of March 1, 2021.
Dividends
The company does not currently pay cash dividends on its common stock. Any future payment of cash dividends on the company’s common stock will be at the discretion of the company’s Board of Directors and will depend upon the company’s results of operations, earnings, capital requirements, contractual restrictions and other factors deemed relevant by the Board of Directors. The company’s Board of Directors currently intends to retain any future earnings to support its operations and to finance the growth and development of the company’s business and does not intend to declare or pay cash dividends on its common stock for the foreseeable future. In addition, the company’s revolving credit facility limits its ability to declare or pay dividends on its common stock.
Securities Authorized for Issuance under Equity Compensation Plans
For information pertaining to securities authorized for issuance under equity compensation plans and the related weighted
average exercise price, see Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.”
Unregistered Sales of Equity Securities in connection with Strategic Transactions
On June 29, 2020, in connection with the company’s minority investment in Bluezone Products, Inc. (“Bluezone”), the company issued 46,365 unregistered shares of the company’s common stock to a certain stockholder of Bluezone (“Bluezone Stockholder”) in exchange for 36,764 shares of series A preferred stock of Bluezone. The shares of company common stock were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended ("Securities Act"). The company relied on such exemption based in part upon representations made by the Bluezone Stockholder, including its status as an accredited investor, as such term is defined in Rule 501 of the Securities Act.
On December 23, 2020, in connection with the company’s purchase of assets from Appliance Innovation, Inc. ("Appliance"), the company issued 93,392 unregistered shares of the company’s common stock to Appliance. The shares of company common stock were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act. The company relied on such exemption based in part upon representations made by Appliance, including its status as an accredited investor, as such term is defined in Rule 501 of the Securities Act.
25
Issuer Purchases of Equity Securities
Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan or Program Maximum Number of Shares that May Yet be Purchased Under the Plan or Program (1)
September 27, 2020 to October 24, 2020 — $ — — 1,476,835
October 25, 2020 to November 21, 2020 — — — 1,476,835
November 22, 2020 to January 2, 2021 — — — 1,476,835
Quarter ended January 2, 2021 — $ — — 1,476,835
(1) In November 2017, the company's Board of Directors approved a stock repurchase program. This program authorizes the company to repurchase in the aggregate up to 2,500,000 shares of its outstanding common stock in open market purchases or negotiated transactions. As of January 2, 2021, 1,023,165 shares had been purchased under the 2017 stock repurchase program. At January 2, 2021, the company had a total of 8,013,296 shares in treasury amounting to $537.1 million.
In the consolidated financial statements, the company also treats shares withheld for tax purposes on behalf of employees in connection with the vesting of restricted share grants as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. These withheld shares are not considered common stock repurchases under the authorized common stock repurchase plan and accordingly are not included in the common stock repurchase totals in the preceding table.
26
Item 6. Selected Financial Data
(amounts in thousands, except per share data )
Fiscal Year Ended (1, 2)
2020 2019 2018 2017 2016
Income Statement Data:
Net sales $ 2,513,257 $ 2,959,446 $ 2,722,931 $ 2,335,542 $ 2,267,852
Cost of sales 1,631,209 1,855,949 1,718,791 1,422,801 1,366,672
Gross profit 882,048 1,103,497 1,004,140 912,741 901,180
Selling, general, and administrative expenses 531,897 593,813 538,842 468,219 471,638
Restructuring expenses 12,375 10,480 19,332 19,951 10,524
Gain on litigation settlement — (14,839) — — —
Gain on sale of plant (1,982) — — (12,042) —
Impairments 15,327 — — 58,000 —
Income from operations 324,431 514,043 445,966 378,613 419,018
Interest expense and deferred financing amortization, net 78,617 82,609 58,742 25,983 23,880
Net periodic pension benefit (other than service costs & curtailment) (39,996) (29,722) (39,020) (35,033) (30,409)
Curtailment loss 14,682 865 906 3,305 3,202
Other expense (income), net 3,071 (2,328) 1,825 829 1,040
Earnings before income taxes 268,057 462,619 423,513 383,529 421,305
Provision for income taxes 60,763 110,379 106,361 85,401 137,089
Net earnings $ 207,294 $ 352,240 $ 317,152 $ 298,128 $ 284,216
Net earnings per share:
Basic $ 3.76 $ 6.33 $ 5.71 $ 5.26 $ 4.98
Diluted $ 3.76 $ 6.33 $ 5.70 $ 5.26 $ 4.98
Weighted average number of shares outstanding:
Basic 55,093 55,647 55,576 56,715 57,030
Diluted 55,136 55,656 55,604 56,719 57,085
Balance Sheet Data:
Working capital $ 570,235 $ 616,059 $ 502,642 $ 458,236 $ 323,290
Total assets 5,202,474 5,002,143 4,549,781 3,339,713 2,917,136
Total debt 1,729,596 1,873,140 1,892,105 1,028,881 732,126
Stockholders' equity 1,976,649 1,946,814 1,665,203 1,361,148 1,265,318
(1) The company's fiscal year ends on the Saturday nearest to December 31.
(2) The company has acquired numerous businesses in the periods presented. Please see Note 2 in the Notes to Consolidated Financial Statements for further information.
27