The Middleby Corporation Reports Third Quarter Results

ELGIN, Ill--( BUSINESS WIRE)--The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice, food processing, and residential kitchen industries, today reported net earnings for the third quarter of 2025.

Tim FitzGerald, CEO of The Middleby Corporation said, “As part of our efforts to maximize shareholder value, we are conducting a strategic review of our Residential Kitchen business unit and determined that a non-cash impairment charge was necessary as we evaluate alternatives. This strategic review, along with our planned food processing spin and share repurchasing activities, are all part of our initiative to unlock value. Our three-industry leading business platforms are well-positioned for long term growth and we continue to believe this value is not reflected in our share price.”

FitzGerald concluded, “In terms of the third quarter, we were pleased to have delivered results that met or exceeded our sales expectations for all three segments with profitability at the top-end of our previously disclosed outlook. Going forward, despite market conditions that remain challenging across key end markets, we continue to make strategic progress and grow market share in key categories driven by strong operating performance and industry-leading innovation. Specifically at our Commercial Foodservice business, organic growth was driven by our key dealer partners in the general market and better-performing segments, including institutional customers and fast casual chains. Within Residential Kitchen, our premium indoor brands experienced growth, which was partially offset by tariffs impacting sales of outdoor products. Results in the Food Processing segment reflect slow order rates in the first half of the year, however we realized solid order growth in the third quarter with improving market dynamics and better conversion of large projects.”

2025 Third Quarter Financial Results

Commercial Foodservice

Residential Kitchen

Food Processing

Total Company

Reported Net Sales Growth

2.4

0.9

13.2

4.2

Acquisitions

0.3

—

16.4

3.3

Foreign Exchange Rates

0.5

1.5

2.4

1.0

Organic Net Sales Growth (1) (2)

1.6

(0.6

(5.6

(0.1

(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

Commercial Foodservice

Residential Kitchen

Food Processing

Total Company

Adjusted EBITDA

26.7

9.8

18.7

20.0

Acquisitions

0.1

—

(2.1

(0.4

Foreign Exchange Rates

—

0.1

(0.1

—

Organic Adjusted EBITDA (1) (2)

26.6

9.7

21.0

20.4

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

(2) Totals may be impacted by rounding

2025 Outlook

Management also provided the following expectations for the fourth quarter of 2025:

Management provided the following expectations for 2025:

1) FY 2025 Adjusted EPS expectation is the sum of the four quarters of Adjusted EPS.

Conference Call

The company has scheduled a conference call to discuss the third quarter results at 8:30 a.m. Eastern/7:30 a.m. Central Time on November 6th. 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 (800) 343-5172, or (203) 518-9856 for international access, with the Conference ID: MIDDQ3. 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, food processing, and residential kitchens. Supporting the company’s pursuit of the most sophisticated innovation, state-of-the-art Middleby Innovation Kitchens and Residential Showrooms showcase and demonstrate the most advanced Middleby solutions. In 2022 Middleby was named a World’s Best Employer by Forbes and is a proud philanthropic partner to organizations addressing food insecurity.

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

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

(Unaudited)

Three Months Ended

Nine Months Ended

3rd Qtr, 2025

3rd Qtr, 2024

3rd Qtr, 2025

3rd Qtr, 2024

Net sales

982,131

942,809

2,866,617

2,861,281

Cost of sales

620,825

587,375

1,788,087

1,779,847

Gross profit

361,306

355,434

1,078,530

1,081,434

Selling, general and administrative expenses

203,617

179,476

619,834

584,108

Restructuring expenses

2,822

2,519

7,839

11,046

Impairments

709,116

—

709,116

—

Income from operations

(554,249

)

173,439

(258,259

)

486,280

Interest expense and deferred financing amortization, net

25,147

21,399

63,355

72,239

Net periodic pension benefit

(1,576

)

(3,876

)

(4,653

)

(11,244

)

Other expense, net

1,132

1,239

7,540

995

Earnings before income taxes

(578,952

)

154,677

(324,501

)

424,290

Provision for income taxes

(65,974

)

40,511

(9,831

)

108,161

Net earnings

(512,978

)

114,166

(314,670

)

316,129

Net earnings per share:

Basic

(10.15

)

2.12

(6.02

)

5.88

Diluted

(10.15

)

2.11

(6.02

)

5.84

Weighted average number of shares

Basic

50,521

53,770

52,244

53,730

Diluted

50,521

54,037

52,244

54,168

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in 000’s)

(Unaudited)

Sep 27, 2025

Dec 28, 2024

ASSETS

Cash and cash equivalents

175,130

689,533

Accounts receivable, net

673,857

643,355

Inventories, net

919,551

841,567

Prepaid expenses and other

138,993

131,566

Prepaid taxes

61,828

24,022

Total current assets

1,969,359

2,330,043

Property, plant and equipment, net

577,909

525,965

Goodwill

2,025,358

2,518,222

Other intangibles, net

1,470,424

1,611,037

Long-term deferred tax assets

6,893

6,281

Pension benefits assets

104,202

91,207

Other assets

200,515

200,396

Total assets

6,354,660

7,283,151

LIABILITIES AND STOCKHOLDERS' EQUITY

Current maturities of long-term debt

42,110

43,949

Accounts payable

257,949

208,908

Accrued expenses

651,498

576,465

Total current liabilities

951,557

829,322

Long-term debt

2,025,027

2,351,118

Long-term deferred tax liability

229,684

252,062

Accrued pension benefits

9,042

9,573

Other non-current liabilities

201,565

202,645

Stockholders' equity

2,937,785

3,638,431

Total liabilities and stockholders' equity

6,354,660

7,283,151

THE MIDDLEBY CORPORATION

NON-GAAP SEGMENT INFORMATION (UNAUDITED)

(Amounts in 000’s, Except Percentages)

Commercial Foodservice (3)

Residential Kitchen

Food

Processing (3)

Total Company (1)

Three Months Ended September 27, 2025

Net sales

606,001

174,777

201,353

982,131

Segment Operating Income

143,350

(701,546

)

30,516

(554,249

)

Operating Income % of net sales

23.7

(401.4

15.2

(56.4

Depreciation

7,095

4,291

3,298

15,235

Amortization

10,657

1,858

3,013

15,528

Restructuring expenses

349

2,456

2,822

Acquisition related adjustments

171

112

775

1,058

Facility consolidation related expenses

—

852

—

852

Strategic Transaction Costs

—

6,146

Stock compensation

—

(104

)

Impairments

—

709,116

—

709,116

Segment adjusted EBITDA (2)

161,622

17,139

37,619

196,404

Adjusted EBITDA % of net sales

26.7

9.8

18.7

20.0

Three Months Ended September 28, 2024

Net sales

591,717

173,218

177,874

942,809

Segment Operating Income

144,596

13,170

38,989

173,439

Operating Income % of net sales

24.4

7.6

21.9

18.4

Depreciation

6,897

3,906

2,722

13,975

Amortization

11,479

1,814

1,736

15,029

Restructuring expenses

1,247

1,115

157

2,519

Acquisition related adjustments

(957

)

219

(717

)

(1,169

)

Facility consolidation related expenses

—

510

—

510

Stock compensation

—

8,669

Segment adjusted EBITDA

163,262

20,734

42,887

212,972

Adjusted EBITDA % of net sales

27.6

12.0

24.1

22.6

(1) Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $20.0 million and $13.9 million for the three months ended September 27, 2025 and September 28, 2024, respectively.

(2) Foreign exchange rates favorably impacted Segment Adjusted EBITDA by approximately $1.8 million for the three months ended September 27, 2025.

(3) Certain prior year amounts have been reclassified to be consistent with current year presentation, including beginning to report the results of a division within its Food Processing segment as a result of a change in internal management and potential synergies in operations to be consistent with the reporting of financial information used to assess performance and allocate resources. These operations were previously reported in the Commercial Foodservice segment and are now managed and reported in the Food Processing segment. All prior period segment disclosures have been recast to reflect this change.

THE MIDDLEBY CORPORATION

NON-GAAP SEGMENT INFORMATION (UNAUDITED)

(Amounts in 000’s, Except Percentages)

Commercial Foodservice

Residential Kitchen

Food Processing

Total Company (1)

Nine Months Ended September 27, 2025

Net sales

1,749,323

531,840

585,454

2,866,617

Segment Operating Income

413,326

(680,412

)

96,705

(258,259

)

Operating Income % of net sales

23.6

(127.9

16.5

(9.0

Depreciation

20,636

12,595

9,284

44,589

Amortization

32,903

5,477

8,556

46,936

Restructuring expenses

2,232

5,538

7,839

Acquisition related adjustments

480

(272

)

(1,083

)

(875

)

Facility consolidation related expenses

—

4,316

—

4,316

Strategic transaction costs

—

16,407

Stock compensation

—

8,608

Impairments

—

709,116

—

709,116

Segment adjusted EBITDA (2)

469,577

56,358

113,531

578,677

Adjusted EBITDA % of net sales

26.8

10.6

19.4

20.2

Nine Months Ended September 28, 2024

Net sales

1,782,940

539,881

538,460

2,861,281

Segment Operating Income

424,133

27,840

115,659

486,280

Operating Income % of net sales

23.8

5.2

21.5

17.0

Depreciation

20,419

11,680

7,435

40,829

Amortization

37,801

5,415

5,451

48,667

Restructuring expenses

4,695

3,990

2,361

11,046

Acquisition related adjustments

(271

)

(2,523

)

(2,334

)

Facility consolidation related expenses

—

518

—

518

Stock compensation

—

30,139

Segment adjusted EBITDA

486,777

49,441

128,383

615,145

Adjusted EBITDA % of net sales

27.3

9.2

23.8

21.5

(1) Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $60.8 million and $49.5 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.

(2) Foreign exchange rates favorably impacted Segment Adjusted EBITDA by $3.2 million for the nine months ended September 27, 2025.

THE MIDDLEBY CORPORATION

NON-GAAP INFORMATION (UNAUDITED)

(Amounts in 000’s, Except Percentages)

Three Months Ended

3rd Qtr, 2025

3rd Qtr, 2024

Diluted per

Net earnings

(512,978

)

(10.15

)

114,166

2.11

Amortization (1)

17,595

0.35

16,805

0.31

Restructuring expenses

2,822

0.05

2,519

0.05

Acquisition related adjustments

1,058

0.02

(1,169

)

(0.02

)

Facility consolidation related expenses

852

0.02

510

0.01

Net periodic pension benefit

(1,576

)

(0.03

)

(3,876

)

(0.07

)

Strategic transaction costs

6,146

0.12

—

Impairments

709,116

14.03

—

Income tax effect of pre-tax adjustments

(103,141

)

(2.04

)

(3,875

)

(0.07

)

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

—

0.01

Adjusted net earnings

119,894

2.37

125,080

2.33

Diluted weighted average number of shares

50,521

54,037

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

(243

)

Adjusted diluted weighted average number of shares

50,574

53,794

Nine Months Ended

3rd Qtr, 2025

3rd Qtr, 2024

Diluted per

Net earnings

(314,670

)

(6.02

)

316,129

5.84

Amortization (1)

52,576

1.01

54,008

1.00

Restructuring expenses

7,839

0.15

11,046

0.20

Acquisition related adjustments

(875

)

(0.02

)

(2,334

)

(0.04

)

Facility consolidation related expenses

4,316

0.08

518

0.01

Net periodic pension benefit

(4,653

)

(0.09

)

(11,244

)

(0.21

)

Strategic transaction costs

16,407

0.31

—

Impairments

709,116

13.57

—

Income tax effect of pre-tax adjustments

(113,854

)

(2.18

)

(13,258

)

(0.24

)

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

—

0.04

Adjusted net earnings

356,202

6.81

354,865

6.60

Diluted weighted average number of shares

52,244

54,168

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

(427

)

Adjusted diluted weighted average number of shares

52,271

53,741

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

(2) For the three and nine months ended September 28, 2024, 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. For the three and nine months ended September 27, 2025, GAAP diluted weighted average number of shares excluded the impact of the convertible notes and shares issuable upon vesting of restricted stock grants because their effect was anti-dilutive. As such, for the three and nine months ended September 27, 2025, adjusted diluted weighted average shares outstanding includes an adjustment to add the shares issuable upon vesting of restricted stock grants.

Three Months Ended

Nine Months Ended

3rd Qtr, 2025

3rd Qtr, 2024

3rd Qtr, 2025

3rd Qtr, 2024

Net Cash Flows Provided By (Used In):

Operating activities (1)

176,341

156,665

439,478

447,082

Investing activities

(51,301

)

(13,682

)

(110,557

)

(43,999

)

Financing activities

(462,580

)

(3,114

)

(866,039

)

(45,789

)

Free Cash Flow

Cash flow from operating activities (1)

176,341

156,665

439,478

447,082

Less: Capital expenditures

(20,266

)

(11,489

)

(74,917

)

(36,169

)

Free cash flow

156,075

145,176

364,561

410,913

(1) Includes strategic transaction costs associated with the business portfolio review of $6.1 million and $16.4 million for the three months ended and nine months ended September 27, 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, non-GAAP adjusted segment 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.