Form 8-K

8-K — MIDDLEBY Corp

Accession: 0000769520-26-000026

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000769520

SIC: 3580 (REFRIGERATION & SERVICE INDUSTRY MACHINERY)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — midd-20260507.htm (Primary)

EX-99.1 (middex991er-q12026.htm)

GRAPHIC (middlebylogoa10a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: midd-20260507.htm · Sequence: 1

midd-20260507

0000769520false00007695202026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

THE MIDDLEBY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

_____________________________

Delaware 001-9973 36-3352497

(State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification Number)

1400 Toastmaster Drive, Elgin, Illinois 60120

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (847) 741-3300

N/A

(Former Name or Former Address, if Changed Since Last Report)

_____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered

Common Stock MIDD Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02

Results of Operations and Financial Condition.

On May 7, 2026, The Middleby Corporation (the “Company”) issued a press release announcing its financial results for the first quarter ended April 4, 2026. A copy of that press release is furnished as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

Exhibit 99.1*

Press Release of Financial Results for the First Quarter 2026

Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL)

* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE MIDDLEBY CORPORATION

Dated:

May 7, 2026

By:

/s/ Brittany Cerwin

Brittany Cerwin

Chief Financial Officer

EX-99.1

Filename: middex991er-q12026.htm · Sequence: 2

Document

1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com

The Middleby Corporation Reports First Quarter Results

•Q1 2026 results exceeded high end of guidance range for revenue, Adj. EBITDA and Adj. EPS

•Organic sales growth of +8% in Commercial Foodservice and +25% in Food Processing

•Raises FY 2026 guidance; revenue growth of +4-6% in Commercial Foodservice and +4-7% in Food Processing

•Solid order growth of +39% and book-to-bill ratio of 1.09x for Food Processing over the trailing twelve months

•Food Processing Spin on track for July 6, 2026

•Repurchased 2.4 million shares (4.9% of equity) in Q1 2026 and 3.5 million shares (7.1% of equity) YTD 2026

FIRST QUARTER CONTINUING OPERATIONS HIGHLIGHTS

•Net Sales of $840 million increased 15% over prior year; 12% on organic basis

•Operating income of $133 million as compared to $130 million in prior year, includes $9.9 million for strategic transaction costs associated with the business portfolio transformation

•Adjusted EBITDA of $181 million as compared to $161 million in prior year

•Diluted GAAP EPS of $1.81 as compared to $1.56 in prior year

•Adjusted EPS of $2.16 as compared to $1.87 in prior year

•Q1 ending net leverage at 2.3x

Elgin, Ill, May 7, 2026 - The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice and food processing industries, today reported net earnings for the first quarter of 2026.

Tim FitzGerald, CEO of The Middleby Corporation said, “We delivered an extremely strong first quarter with outperformance at both segments relative to our expectations. Our Commercial Foodservice segment generated 8.1% organic growth, driven by continued double-digit growth with our dealer partners and better than expected performance with chains which returned to positive growth in the quarter. We’re particularly excited about the momentum in ice and beverage categories, where our strategic investments in recent years are allowing us to capitalize on emerging trends across the industry. Our Food Processing segment generated exceptional results with 25% organic growth, while backlog continued to grow, now standing at $416 million. In addition to our strong segment-level results, our aggressive capital allocation strategy continues, with over $520 million deployed in share repurchases so far in 2026, reducing our share count by approximately 7%, building on the 9% reduction achieved in 2025.”

FitzGerald concluded, “I am excited for what the next few months holds for Middleby. That starts today with sharing the excellent results we achieved across both segments and raising our guidance for the year. It continues next Tuesday during our Investor Day in New York as we lay out the vision for the exciting future ahead for both segments. Our portfolio transformation culminates with the planned July 6 separation into two pure-play standalone public companies, with a new and exciting chapter for both companies. Following this transaction, Middleby will operate as a focused Commercial Foodservice innovation leader with industry-leading 26% segment-level EBITDA margins, while Food Processing becomes an independent growth platform with segment-level margins over 20% and significant organic and acquisition expansion opportunities. We look forward to showcasing our long-term vision at our Investor Day next Tuesday as both companies unlock their full potential as independent leaders in their respective markets.”

2026 First Quarter Financial Results

All results presented are on a continuing operations basis.

•Net sales increased 15.0% in the first quarter over the comparative prior year period. Excluding the impacts of acquisitions and foreign exchange rates, sales increased 11.9% in the first quarter over the comparative prior year period.

•A reconciliation of organic net sales (a non-GAAP measure) by segment is as follows:

($ in millions) Commercial

Foodservice Food

Processing Total

Company

Net Sales $ 615.5 $ 224.4 $ 839.9

Reported Net Sales Growth 9.4 % 33.7 % 15.0 %

Acquisitions — % 4.5 % 1.0 %

Foreign Exchange Rates 1.3 % 4.2 % 2.0 %

Organic Net Sales Growth (1) (2)

8.1 % 25.0 % 11.9 %

(1) Organic net sales growth defined as total sales growth excluding impact of acquisitions and foreign exchange rates

(2) Totals may be impacted by rounding

•Adjusted EBITDA (a non-GAAP measure) was $180.6 million in the first quarter compared to $161.5 million in the prior year.

•A reconciliation of organic adjusted EBITDA (a non-GAAP measure) by segment is as follows:

($ in millions) Commercial

Foodservice Food

Processing

Total

Company (1)

Adjusted EBITDA $ 158.4 $ 41.4 $ 180.6

Adjusted EBITDA % 25.7 % 18.5 % 21.5 %

Acquisitions — % (0.8) % (0.2) %

Foreign Exchange Rates (0.1) % (0.1) % (0.1) %

Organic Adjusted EBITDA % (2) (3)

25.8 % 19.5 % 21.8 %

(1) Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $19.2 million.

(2) Organic Adjusted EBITDA defined as Adjusted EBITDA excluding impact of acquisitions and foreign exchange rates.

(3) Totals may be impacted by rounding

•Operating cash flows during the first quarter amounted to $87.8 million compared to $137.3 million in the prior year. Operating cash flows also reflect $9.9 million for strategic transaction costs associated with the business portfolio transformation.

•The total leverage ratio per our credit agreements was 2.3x. The trailing twelve-month bank agreement pro-forma EBITDA was $781.2 million.

•Net debt, defined as debt less cash, at the end of the 2026 fiscal first quarter amounted to $1.7 billion as compared to $2.0 billion at the end of fiscal 2025. Our borrowing availability at the end of the first quarter was approximately $2.5 billion.

2026 Outlook

Management also provided the following expectations for the second quarter and full year 2026:

2nd Qtr, 2026 Full Year 2026

Commercial

Foodservice Food

Processing Total

Company Commercial

Foodservice Food

Processing Total

Company

Net sales $600-$620 M $215-230 M $815-850 M $2.44-2.49 B $915-945 M $3.36-3.44 B

Growth 5% 3% 4% 5% 9% 6%

Organic Growth 3-7% -5% to +2% 4-6% 4-7%

Adjusted EBITDA $154-164 M $45-49 M $180-192 M $645-668 M $186-208 M $758-790 M

Adjusted Earnings Per Share (1)

$2.27-2.39 $9.54-9.70

(1) FY 2026 Adjusted EPS expectation is the sum of the four quarters of Adjusted EPS, please reference earnings slides for further detail on guidance

Conference Call

The company has scheduled a conference call to discuss the first quarter results at 10 a.m. Eastern/9 a.m. Central Time on May 7th. The conference call is accessible through the Investor Relations section of the company website at www.middleby.com. If website access is not available, attendees can join the conference by dialing (844) 676-5090, or (412) 634-6754 for international access. The conference call will be available for replay from the company’s website.

Cautionary Statement Regarding Forward-Looking Statements

Statements in this press release or otherwise attributable to the company regarding the company's business which are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations with respect to our future performance and the outcome of our strategic review. The company cautions investors that such statements are estimates of future performance and are highly dependent upon a variety of important factors that could cause actual results to differ materially from such statements. Such factors include variability in financing costs; quarterly variations in operating results; dependence on key customers; international exposure; foreign exchange and political risks affecting international sales; changing market conditions; the impact of competitive products and pricing; the timely development and market acceptance of the company's products; the availability and cost of raw materials; and other risks detailed herein and from time-to-time in the company's SEC filings. Any forward-looking statement speaks only as of the date hereof, and the company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

The Middleby Corporation is a global leader in the foodservice industry. The company develops and manufactures a broad line of solutions used in commercial foodservice and food processing. Middleby showcases its advanced solutions in the Middleby Innovation Kitchens for commercial foodservice and industrial baking and protein Innovation Centers for food processing solutions.

Investor relations inquiries:

Rebecca Ellin

SVP of Investor Strategy and Corporate Development

rellin@middleby.com

Media inquiries:

Darcy Bretz

VP of Corporate Communications

dbretz@middleby.com

Kate Schneiderman

Managing Director, ICR

middleby@icrinc.com

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Amounts in 000’s, Except Per Share Information)

(Unaudited)

Three Months Ended

1st Qtr, 2026 1st Qtr, 2025

Net sales $ 839,908 $ 730,623

Cost of sales 516,718 438,045

Gross profit 323,190 292,578

Selling, general and administrative expenses 188,297 161,809

Restructuring expenses 1,539 1,248

Income from operations 133,354 129,521

Interest expense and deferred financing amortization, net 25,480 18,821

Net periodic pension benefit (2,429) (1,516)

Other (income)/expense, net (2,621) 960

Earnings from continuing operations before income taxes 112,924 111,256

Provision for income taxes 27,640 26,193

Net earnings from continuing operations 85,284 85,063

(Loss)/earnings from discontinued operations, net of tax (135,357) 7,289

Net (loss)/earnings $ (50,073) $ 92,352

Net (loss)/earnings per share:

Basic from continuing operations $ 1.81 $ 1.59

Basic from discontinued operations (2.87) 0.14

Basic (loss)/earnings per share $ (1.06) $ 1.72

Diluted from continuing operations $ 1.81 $ 1.56

Diluted from discontinued operations (2.87) 0.13

Diluted (loss)/earnings per share $ (1.06) $ 1.69

Weighted average number of shares

Basic 47,232 53,594

Diluted 47,243 54,621

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in 000’s)

(Unaudited)

Apr 4, 2026 Jan 3, 2026

ASSETS

Cash and cash equivalents $ 177,065 $ 222,239

Accounts receivable, net 608,028 573,039

Inventories, net 728,388 692,589

Prepaid expenses and other 97,786 111,176

Prepaid taxes 25,707 41,159

Current assets held for sale - discontinued operations 10,865 1,102,441

Total current assets 1,647,839 2,742,643

Property, plant and equipment, net 424,961 431,622

Goodwill 1,794,037 1,799,649

Other intangibles, net 1,044,998 1,061,192

Long-term deferred tax assets 7,390 8,209

Pension benefits assets 107,799 106,444

Equity method investment 155,293 —

Note receivable 84,186 —

Other assets 155,484 165,407

Total assets $ 5,421,987 $ 6,315,166

LIABILITIES AND STOCKHOLDERS' EQUITY

Current maturities of long-term debt $ 44,154 $ 44,420

Accounts payable 215,386 206,666

Accrued expenses 571,051 574,810

Current liabilities held for sale - discontinued operations 8,199 242,335

Total current liabilities 838,790 1,068,231

Long-term debt 1,829,866 2,128,582

Long-term deferred tax liability 195,323 156,723

Accrued pension benefits 7,467 7,629

Other non-current liabilities 175,610 177,772

Stockholders' equity 2,374,931 2,776,229

Total liabilities and stockholders' equity $ 5,421,987 $ 6,315,166

THE MIDDLEBY CORPORATION

NON-GAAP SEGMENT INFORMATION

(Amounts in 000’s, Except Percentages)

(Unaudited)

Commercial Foodservice Food Processing

Total Company (1)

Three Months Ended April 4, 2026

Net sales $ 615,536 $ 224,372 $ 839,908

Segment income from continuing operations $ 139,666 $ 34,365 $ 133,354

Income from continuing operations % of net sales 22.7 % 15.3 % 15.9 %

Depreciation 7,244 3,705 11,500

Amortization 10,623 2,721 13,344

Restructuring expenses 689 (57) 1,539

Acquisition related adjustments 178 689 867

Strategic transaction costs — — 9,945

Stock compensation — — 10,074

Segment adjusted EBITDA from continuing operations (2)

$ 158,400 $ 41,423 $ 180,623

Adjusted EBITDA from continuing operations % of net sales 25.7 % 18.5 % 21.5 %

Three Months Ended March 29, 2025

Net sales $ 562,717 $ 167,906 $ 730,623

Segment income from continuing operations $ 132,097 $ 23,510 $ 129,521

Income from continuing operations % of net sales 23.5 % 14.0 % 17.7 %

Depreciation 6,630 2,891 10,346

Amortization 11,294 2,914 14,208

Restructuring expenses 1,137 111 1,248

Acquisition related adjustments 272 638 401

Strategic transaction costs — — 3,473

Stock compensation — — 2,288

Segment adjusted EBITDA from continuing operations $ 151,430 $ 30,064 $ 161,485

Adjusted EBITDA from continuing operations % of net sales 26.9 % 17.9 % 22.1 %

(1) Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $19.2 million and $20.0 million for the three months ended April 4, 2026 and March 29, 2025, respectively.

(2) Foreign exchange rates favorably impacted Segment Adjusted EBITDA by approximately $2.4 million for the three months ended April 4, 2026.

THE MIDDLEBY CORPORATION

NON-GAAP INFORMATION

(Amounts in 000’s, Except Percentages)

(Unaudited)

Three Months Ended

1st Qtr, 2026 1st Qtr, 2025

$ Diluted per share $ Diluted per share

Net earnings from continuing operations $ 85,284 $ 1.81 $ 85,063 $ 1.56

Amortization (1)

13,969 0.30 16,005 0.29

Restructuring expenses 1,539 0.03 1,248 0.02

Acquisition related adjustments 867 0.02 401 0.01

Net periodic pension benefit (2,429) (0.05) (1,516) (0.03)

Strategic transaction costs 9,945 0.21 3,473 0.06

Minority investment adjustments (1,806) (0.04) — —

Income tax effect of pre-tax adjustments (5,411) (0.12) (4,608) (0.08)

Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)

— — — 0.04

Adjusted net earnings from continuing operations $ 101,958 $ 2.16 $ 100,066 $ 1.87

Diluted weighted average number of shares 47,243 54,621

Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)

— (1,028)

Adjusted diluted weighted average number of shares 47,243 53,593

(1) Includes amortization of deferred financing costs and convertible notes issuance costs.

(2) Adjusted diluted weighted average number of shares was calculated based on excluding the dilutive effect of shares to be issued upon conversion of the notes to satisfy the amount in excess of the principal since the company's capped call offsets the dilutive impact of the shares underlying the convertible notes. The calculation of adjusted diluted earnings per share excludes the principal portion of the convertible notes as this will always be settled in cash. Given the settlement of the convertible notes in the third quarter of 2025 the weighted average number of shares will no longer require an adjustment in 2026.

Three Months Ended

1st Qtr, 2026 1st Qtr, 2025

Net Cash Flows Provided By (Used In):

Operating activities (1)

$ 87,812 $ 137,284

Investing activities (2)

556,527 (27,568)

Financing activities (684,665) (57,091)

Free Cash Flow

Cash flow from operating activities (1)

$ 87,812 $ 137,284

Less: Capital expenditures (3)

(7,939) (26,463)

Free cash flow $ 79,873 $ 110,821

(1) Includes strategic transaction costs associated with the business portfolio review of $9.9 million for the three months ended April 4, 2026.

(2) Includes proceeds from sale of 51% interest in Residential Kitchen Equipment Group, net of cash transferred, of $564.6 million for the three months ended April 4, 2026.

(3) Includes purchase of previously leased food processing manufacturing facility for the three months ended March 29, 2025.

USE OF NON-GAAP FINANCIAL MEASURES

The company supplements its consolidated financial statements presented on a GAAP basis with this non-GAAP financial information to provide investors with greater insight, increase transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making. The non-GAAP financial measures disclosed by the company should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP, and the financial results prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated. In addition, the non-GAAP financial measures included in this press release do not have standard meanings and may vary from similarly titled non-GAAP financial measures used by other companies.

The company believes that organic net sales growth, adjusted EBITDA, organic adjusted EBITDA, segment adjusted EBITDA, net debt, net leverage, adjusted net earnings and adjusted diluted per share measures are useful as supplements to its GAAP results of operations to evaluate certain aspects of its operations and financial performance, and its management team primarily focuses on non-GAAP items in evaluating performance for business planning purposes. The company also believes that these measures assist it with comparing its performance between various reporting periods on a consistent basis, as these measures remove from operating results the impact of items that, in its opinion, do not reflect its core operating performance including, for example, intangibles amortization expense, impairment charges, restructuring expenses, and other charges which management considers to be outside core operating results.

The company believes that free cash flow is an important measure of operating performance because it provides management and investors with a measure of cash generated from operations that is available for mandatory payment obligations and investment opportunities, such as funding acquisitions, repaying debt and repurchasing our common stock.

The company believes that its presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts with the same information that Middleby uses internally for purposes of assessing its core operating performance.

GRAPHIC

Filename: middlebylogoa10a.jpg · Sequence: 6

Binary file (17611 bytes)

Download middlebylogoa10a.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

DEI/Cover Page Document

May 07, 2026

Cover [Abstract]

Entity Central Index Key

0000769520

Title of 12(b) Security

Common Stock

City Area Code

(847)

Entity Address, Address Line One

1400 Toastmaster Drive,

Entity Incorporation, State or Country Code

Document Type

8-K

Document Period End Date

May 07, 2026

Entity Registrant Name

THE MIDDLEBY CORPORATION

Entity File Number

001-9973

Entity Tax Identification Number

36-3352497

Entity Address, City or Town

Elgin,

Entity Address, State or Province

Entity Address, Postal Zip Code

60120

Local Phone Number

741-3300

Trading Symbol

MIDD

Security Exchange Name

NASDAQ

Entity Information, Former Legal or Registered Name

N/A

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

Former Legal or Registered Name of an entity

+ References

No definition available.

+ Details

Name:

dei_EntityInformationFormerLegalOrRegisteredName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration