midd-20250329

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 29, 2025


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

Commission File No. 1-9973

THE MIDDLEBY CORPORATION

(Exact name of registrant as specified in its charter)


Delaware			36-3352497
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification Number)


1400 Toastmaster Drive,	Elgin,	Illinois	60120
(Address of principal executive offices)			(Zip Code)


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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “accelerated filer," "large accelerated filer," "smaller reporting company," and "emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	MIDD	Nasdaq Global Select Market

As of May 5, 2025, there were 53,481,521 shares of the registrant's common stock outstanding.

THE MIDDLEBY CORPORATION

QUARTER ENDED MARCH 29, 2025

INDEX


DESCRIPTION		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)

	CONDENSED CONSOLIDATED BALANCE SHEETS as of MARCH 29, 2025 and DECEMBER 28, 2024	1

	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME for the three months ended MARCH 29, 2025 and MARCH 30, 2024	2

	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY for the three months ended MARCH 29, 2025 and MARCH 30, 2024	3

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS for the three months ended MARCH 29, 2025 and MARCH 30, 2024	4

	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	5

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	28

PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 6.	Exhibits	30

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Data)

(Unaudited)


ASSETS	Mar 29, 2025		Dec 28, 2024
Current assets:
Cash and cash equivalents	$	745,143	$	689,533
Accounts receivable, net of reserve for doubtful accounts of $25,812 and $24,597	645,511		643,355
Inventories, net	877,729		841,567
Prepaid expenses and other	130,884		131,566
Prepaid taxes	14,496		24,022
Total current assets	2,413,763		2,330,043
Property, plant and equipment, net of accumulated depreciation of $393,087 and $377,408	550,736		525,965
Goodwill	2,543,430		2,518,222
Other intangibles, net of amortization of $651,045 and $633,842	1,606,204		1,611,037
Long-term deferred tax assets	6,418		6,281
Pension benefits assets	96,411		91,207
Other assets	184,419		200,396
Total assets	$	7,401,381	$	7,283,151

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt	$	43,878	$	43,949
Accounts payable	230,585		208,908
Accrued expenses	611,360		576,465
Total current liabilities	885,823		829,322
Long-term debt	2,341,295		2,351,118
Long-term deferred tax liability	248,093		252,062
Accrued pension benefits	9,375		9,573
Other non-current liabilities	186,874		202,645
Stockholders' equity:
Preferred stock, $0.01 par value; nonvoting; 2,000,000 shares authorized; none issued	—		—
Common stock, $0.01 par value; 64,463,971 and 64,264,828 shares issued in 2025 and 2024, respectively	148		148
Paid-in capital	522,665		520,177
Treasury stock, at cost; 10,848,215 and 10,574,619 shares in 2025 and 2024, respectively	(983,469)		(940,691)
Retained earnings	4,420,539		4,328,187
Accumulated other comprehensive loss	(229,962)		(269,390)
Total stockholders' equity	3,729,921		3,638,431
Total liabilities and stockholders' equity	$	7,401,381	$	7,283,151

See accompanying notes

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands, Except Per Share Data)

(Unaudited)


	Three Months Ended
		Mar 29, 2025		Mar 30, 2024
Net sales		$	906,627	$	926,926
Cost of sales		560,694		580,568
Gross profit		345,933		346,358
Selling, general and administrative expenses		202,606		206,048
Restructuring expenses		2,729		3,177



Income from operations		140,598		137,133
Interest expense and deferred financing amortization, net		18,364		26,274
Net periodic pension benefit (other than service costs)		(1,497)		(3,678)
Other expense (income), net		2,274		(300)
Earnings before income taxes		121,457		114,837
Provision for income taxes		29,105		28,269
Net earnings		$	92,352	$	86,568

Net earnings per share:
Basic		$	1.72	$	1.61
Diluted		$	1.69	$	1.59
Weighted average number of shares
Basic		53,594		53,654
Dilutive common stock equivalents		1,027		740
Diluted		54,621		54,394
Comprehensive income		$	131,780	$	64,523

See accompanying notes

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(amounts in thousands)

(Unaudited)


	Common Stock		Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income/(loss)		Total Stockholders' Equity











Balance, December 28, 2024	$	148	$	520,177	$	(940,691)	$	4,328,187	$	(269,390)	$	3,638,431
Net earnings	—		—		—		92,352		—		92,352
Currency translation adjustments	—		—		—		—		46,829		46,829
Change in unrecognized pension benefit costs, net of tax of $270	—		—		—		—		(1,952)		(1,952)
Unrealized loss on interest rate swap, net of tax of $(1,701)	—		—		—		—		(5,449)		(5,449)
Stock compensation	—		2,488		—		—		—		2,488

Purchase of treasury stock	—		—		(42,778)		—		—		(42,778)
Balance, March 29, 2025	$	148	$	522,665	$	(983,469)	$	4,420,539	$	(229,962)	$	3,729,921


	Common Stock		Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income/(loss)		Total Stockholders' Equity











Balance, December 30, 2023	$	148	$	479,216	$	(906,031)	$	3,899,754	$	(223,198)	$	3,249,889
Net earnings	—		—		—		86,568		—		86,568
Currency translation adjustments	—		—		—		—		(26,486)		(26,486)
Change in unrecognized pension benefit costs, net of tax of $238	—		—		—		—		1,051		1,051
Unrealized gain on interest rate swap, net of tax of $108	—		—		—		—		3,390		3,390

Stock compensation	—		13,822		—		—		—		13,822

Purchase of treasury stock	—		—		(16,995)		—		—		(16,995)

Balance, March 30, 2024	$	148	$	493,038	$	(923,026)	$	3,986,322	$	(245,243)	$	3,311,239

See accompanying notes

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)


	Three Months Ended
	Mar 29, 2025		Mar 30, 2024
Cash flows from operating activities--
Net earnings	$	92,352	$	86,568
Adjustments to reconcile net earnings to net cash provided by operating activities--
Depreciation and amortization	32,145		32,410
Non-cash share-based compensation	2,488		13,822
Deferred income taxes	(6,584)		(6,309)
Net periodic pension benefit (other than service costs)	(1,497)		(3,678)



Other non-cash items	25		691
Changes in assets and liabilities, net of acquisitions
Accounts receivable, net	1,444		36,316
Inventories, net	(28,742)		(12,965)
Prepaid expenses and other assets	19,349		6,182
Accounts payable	19,062		7,804
Accrued expenses and other liabilities	11,092		(19,940)
Net cash provided by operating activities	141,134		140,901
Cash flows from investing activities--
Net additions to property, plant and equipment	(33,732)		(13,743)

Purchase of intangible assets	(1,114)		(80)
Acquisitions, net of cash acquired	9		(2,266)
Net cash used in investing activities	(34,837)		(16,089)
Cash flows from financing activities--

Repayments under Credit Facility	(10,938)		(10,938)

Net repayments under foreign bank loan	(433)		(570)

Payments of deferred purchase price	(2,885)		—
Repurchase of treasury stock	(42,778)		(16,995)

Other, net	(57)		(55)

Net cash used in financing activities	(57,091)		(28,558)
Effect of exchange rates on cash and cash equivalents	6,404		(2,732)
Changes in cash and cash equivalents--
Net increase in cash and cash equivalents	55,610		93,522
Cash and cash equivalents at beginning of year	689,533		247,496
Cash and cash equivalents at end of period	$	745,143	$	341,018

See accompanying notes

THE MIDDLEBY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 29, 2025

(Unaudited)

1)Summary of Significant Accounting Policies

a)Basis of Presentation

The condensed consolidated financial statements have been prepared by The Middleby Corporation (the "company" or “Middleby”), pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial statements are unaudited and certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the company believes that the disclosures are adequate to make the information not misleading. These financial statements should be read in conjunction with the financial statements and related notes contained in the company's 2024 Form 10-K. The company’s interim results are not necessarily indicative of future full year results for the fiscal year 2025.

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 March 29, 2025 and December 28, 2024, the results of operations for the three months ended March 29, 2025 and March 30, 2024, cash flows for the three months ended March 29, 2025 and March 30, 2024 and statement of stockholders' equity for the three months ended March 29, 2025 and March 30, 2024.

Certain prior year amounts have been reclassified to be consistent with current year presentation, including beginning to report the results of a division within the company's 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.

Proposed Separation Transaction

On February 25, 2025, the company announced its intent to separate its Food Processing business through a spin-off of the Food Processing business, under which the stock of Food Processing, as a new independent publicly traded company, will be distributed to Middleby’s shareholders. As of the date hereof, Middleby is targeting completion of the separation by early 2026, subject to certain customary conditions, including, among others, final approval by the company’s Board of Directors and the effectiveness of appropriate filings with the SEC. The spin-off of Food Processing is expected to be tax-free for U.S. federal income tax purposes. There can be no assurance that any separation transaction will ultimately occur or, if one does occur, of its terms or timing.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed in the notes herein.

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 $2.5 million and $13.8 million for the three months period ended March 29, 2025 and March 30, 2024, respectively.

c)Income Taxes

A tax provision of $29.1 million, at an effective rate of 24.0%, was recorded during the three months period ended March 29, 2025, as compared to a $28.3 million tax provision at an effective rate of 24.6% in the prior year period. The effective tax rate for the three months period ended March 29, 2025 is higher than the U.S. statutory tax rate of 21.0% primarily due to state taxes and foreign tax rate differentials.

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 fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The company’s financial assets and liabilities that are measured at fair value and are categorized using the fair value hierarchy are as follows (in thousands):


	Fair Value Level 1		Fair Value Level 2		Fair Value Level 3		Total
As of March 29, 2025
Financial Assets:
Interest rate swaps	$	—	$	22,802	$	—	$	22,802


Financial Liabilities:

Contingent consideration	$	—	$	—	$	51,873	$	51,873
Foreign exchange derivative contracts	$	—	$	983	$	—	$	983

As of December 28, 2024
Financial Assets:
Interest rate swaps	$	—	$	29,952	$	—	$	29,952


Financial Liabilities:

Contingent consideration	$	—	$	—	$	53,228	$	53,228
Foreign exchange derivative contracts	$	—	$	1,400	$	—	$	1,400

The contingent consideration as of March 29, 2025 and December 28, 2024 relates to the earnout provisions recorded in conjunction with various purchase agreements.

Earnout liabilities are classified within Level 3 in the fair value hierarchy, as the methodology used to estimate fair value includes significant unobservable inputs reflecting management’s own assumptions. 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 earnout liabilities are included in accrued expenses and other non-current liabilities.

The following table represents changes in the fair value of the contingent consideration liabilities:


	March 29, 2025
Beginning balance	$	53,228
Payments of contingent consideration	(2,028)
New contingent consideration	—
Changes in fair value	673
Ending balance	$	51,873

e) Consolidated Statements of Cash Flows

Cash paid for interest was $24.7 million and $27.9 million for the three months ended March 29, 2025 and March 30, 2024, respectively. Cash payments totaling $7.9 million and $8.4 million were made for income taxes for the three months ended March 29, 2025 and March 30, 2024, 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 upon vesting of restricted stock grants, computed using the treasury method, and amounted to 3,000 for the three months ended March 30, 2024. There were no potentially dilutive securities for the three months ended March 29, 2025.

For the three months ended March 29, 2025 and March 30, 2024, the average market price of the company's common stock exceeded the exercise price of the Convertible Notes (as defined below) resulting in 1,028,000 and 737,000 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.

2) 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.

2025 Acquisitions

There were no acquisitions incurred during the three months ended March 29, 2025.

2024 Acquisitions

During 2024, 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 date for the 2024 acquisitions and are summarized as follows (in thousands):


	Preliminary Opening Balance Sheet		Measurement Period Adjustments	Adjusted Opening Balance Sheet
Cash	$	7,868	$