0000769520false00007695202025-05-072025-05-07

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, 2025

THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
_____________________________
Delaware001-997336-3352497
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS Employer Identification Number)
 
1400 Toastmaster Drive,Elgin,Illinois60120
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common StockMIDDNasdaq 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, 2025, The Middleby Corporation (the “Company”) issued a press release announcing its financial results for the first quarter ended March 29, 2025. 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 8.01
Other Events.
On May 5, 2025, the Board of Directors of the Company authorized the repurchase of up to an additional 7,500,000 shares of the Company’s common stock under the Company’s existing share repurchase program (the “Repurchase Program”). As of May 5, 2025, 3,561,864 shares had been purchased under the Repurchase Program and with the new authorization, 11,438,136 shares remained authorized available for repurchase.

Purchases under the Repurchase Program may be made from time to time in the open market, through privately negotiated transactions, block transactions or otherwise, as determined by the Chief Executive Officer, the Chief Financial Officer, the Treasurer or any other executive officer of the Company.

The Repurchase Program does not obligate the Company to acquire any particular amount of common stock. Future repurchases, if any, will depend on factors such as levels of cash generation from operations, cash requirements for investment in the Company’s business, repayment of future debt, if any, then current stock price, market conditions, securities law limitations and other factors. The Repurchase Program may be suspended, modified or discontinued at any time, but the authorization is of an open-ended term.

Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description
Exhibit 99.1*
Exhibit 104Cover 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, 2025
By:
/s/ Bryan E. Mittelman
Bryan E. Mittelman
Chief Financial Officer




middlebylogoa10a.jpg
    1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com

The Middleby Corporation Reports First Quarter Results and
Board of Directors Increases Share Buyback Authorization to 21% of Equity

•Prioritization of Free Cash Flow to Accelerate Share Repurchases
•Increase of Shares Available for Buyback to 11.4 million shares, an increase of 7.5 million shares
•Operating income of $141 million as compared to $137 million in prior year
•Adjusted EBITDA of $182 million as compared to $186 million in prior year
•Operating cash flows of $141 million in current and prior year
•Net leverage at 2.0x

Elgin, Ill, May 7, 2025 - 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 first quarter of 2025. Middleby further announced an acceleration to its share repurchase program, with expectation to deploy the vast majority of its free cash flow to the buyback of shares. This follows the company’s February 2025 announcement to separate its Food Processing business into a separate public company.

Share Repurchasing

“Middleby has a demonstrated track record of operational excellence, strong cash flow generation and disciplined capital investments, which provides the foundation for our attractive capital allocation framework," said Tim FitzGerald, CEO of The Middleby Corporation.

“This framework, combined with our financial strength, positions us to be able to prioritize return of capital to shareholders, while also continuing investments in our business to drive innovation and deliver organic growth. To that end, and given our continued belief that Middleby’s current market valuation does not reflect the inherent strength of our business, we are now targeting a return of the vast majority of Middleby's free cash flow to shareholders through share repurchases over the foreseeable future. This is an important part of advancing our efforts to drive enhanced value creation and follows our February announcement regarding the planned separation of Middleby Food Processing, which remains on track for completion in early 2026.”

In conjunction with the increased emphasis on buyback activity, Middleby's Board has increased the total share repurchase authorization by 7.5 million shares. The total authorized shares available to be repurchased now represents 11.4 million shares, or 21% of the company's outstanding equity. Year to date, we have repurchased approximately $50 million of our stock in the open market. We may repurchase shares of our common stock through open market or privately negotiated transactions at times and amounts determined by the company and will depend on a range of factors, including market conditions, the company's financial condition, and cash flow. Repurchasing activity may be suspended, discontinued or resumed at any time. The actual return of capital may vary from quarter to quarter.

Tariff Impact

“Our strong U.S. manufacturing footprint, combined with a global operating presence, position us well to navigate recent tariff-related challenges and provide us competitive advantages over the long term,” added FitzGerald. “At this time, tariff impacts remain highly uncertain, with initial estimates indicating an increase of our costs by approximately $150 to $200 million annually. We expect to fully offset these increases through ongoing operating initiatives and pricing actions, with the benefits of these measures fully implemented by year end. We remain confident in our long-term outlook, supported by our ongoing initiatives, decentralized operating model and resilient business portfolio.”

2025 First Quarter Financial Results

•Net sales decreased 2.2% in the first quarter over the comparative prior year period. Excluding the impacts of acquisitions and foreign exchange rates, sales decreased 3.8% 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:
Commercial FoodserviceResidential KitchenFood ProcessingTotal Company
Reported Net Sales Growth(3.2)%1.2 %(2.2)%(2.2)%
Acquisitions0.4 %— %11.8 %2.4 %
Foreign Exchange Rates(0.8)%(0.8)%(1.0)%(0.8)%
Organic Net Sales Growth (1) (2)
(2.8)%2.0 %(12.9)%(3.8)%
(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 $182.1 million in the first quarter compared to $185.8 million in the prior year. A reconciliation of organic adjusted EBITDA (a non-GAAP measure) by segment is as follows:
Commercial FoodserviceResidential KitchenFood ProcessingTotal Company
Adjusted EBITDA26.9 %11.7 %17.9 %20.1 %
Acquisitions0.1 %— %(0.1)%— %
Foreign Exchange Rates0.1 %0.1 %0.1 %0.1 %
Organic Adjusted EBITDA (1) (2)
26.7 %11.6 %17.9 %20.0 %
(1) Organic Adjusted EBITDA defined as Adjusted EBITDA excluding impact of acquisitions and foreign exchange rates.
(2) Totals may be impacted by rounding

•Operating cash flows during the first quarter amounted to $141.1 million in comparison to $140.9 million in the prior year period. During the first quarter the company repurchased $29.2 million of Middleby shares. The total leverage ratio per our credit agreements was 2.0x. The trailing twelve-month bank agreement pro-forma EBITDA was $873.9 million.

•Net debt, defined as debt excluding the unamortized discount associated with the Convertible Notes less cash, at the end of the 2025 fiscal first quarter amounted to $1.6 billion as compared to $1.7 billion at the end of fiscal 2024. Our borrowing availability at the end of the first quarter was approximately $3.0 billion.

Conference Call

The company has scheduled a conference call to discuss the first quarter results at 11 a.m. Eastern/10 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, and ask to join the Middleby conference call. The conference call will be available for replay from the company’s website.

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. 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.
Contact:    John Joyner, VP of Investor Relations, jjoyner@middleby.com


THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in 000’s, Except Per Share Information)
(Unaudited)
        
 Three Months Ended
 1st Qtr, 20251st Qtr, 2024
Net sales$906,627 $926,926 
Cost of sales560,694 580,568 
Gross profit345,933 346,358 
Selling, general and administrative expenses202,606 206,048 
Restructuring expenses2,729 3,177 
Income from operations140,598 137,133 
Interest expense and deferred financing amortization, net18,364 26,274 
Net periodic pension benefit (other than service costs & curtailment)(1,497)(3,678)
Other expense (income), net2,274 (300)
Earnings before income taxes121,457 114,837 
Provision for income taxes29,105 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
Basic53,594 53,654 
Diluted54,621 54,394 






THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in 000’s)
(Unaudited)
Mar 29, 2025Dec 28, 2024
ASSETS  
Cash and cash equivalents$745,143 $689,533 
Accounts receivable, net645,511 643,355 
Inventories, net877,729 841,567 
Prepaid expenses and other130,884 131,566 
Prepaid taxes14,496 24,022 
Total current assets2,413,763 2,330,043 
Property, plant and equipment, net550,736 525,965 
Goodwill2,543,430 2,518,222 
Other intangibles, net1,606,204 1,611,037 
Long-term deferred tax assets6,418 6,281 
Pension benefits assets96,411 91,207 
Other assets184,419 200,396 
Total assets$7,401,381 $7,283,151 
LIABILITIES AND STOCKHOLDERS' EQUITY  
  
Current maturities of long-term debt$43,878 $43,949 
Accounts payable230,585 208,908 
Accrued expenses611,360 576,465 
Total current liabilities885,823 829,322 
Long-term debt2,341,295 2,351,118 
Long-term deferred tax liability248,093 252,062 
Accrued pension benefits9,375 9,573 
Other non-current liabilities186,874 202,645 
Stockholders' equity3,729,921 3,638,431 
Total liabilities and stockholders' equity$7,401,381 $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 March 29, 2025
Net sales$562,717 $176,004 $167,906 $906,627 
Segment Operating Income$132,074 $11,807 $23,512 $140,598 
Operating Income % of net sales23.5 %6.7 %14.0 %15.5 %
Depreciation6,630 4,010 2,891 14,356 
Amortization11,294 1,784 2,914 15,992 
Restructuring expenses1,137 1,481 111 2,729 
Acquisition related adjustments272 (509)638 401 
Facility consolidation related expenses— 2,043 — 2,043 
Strategic Transaction Costs— — — 3,473 
Stock compensation— — — 2,488 
Segment adjusted EBITDA (2)
$151,407 $20,616 $30,066 $182,080 
Adjusted EBITDA % of net sales26.9 %11.7 %17.9 %20.1 %
Three Months Ended March 30, 2024
Net sales$581,413 $173,899 $171,614 $926,926 
Segment Operating Income$130,109 $4,537 $33,901 $137,133 
Operating Income % of net sales22.4 %2.6 %19.8 %14.8 %
Depreciation6,817 3,805 2,235 13,273 
Amortization13,594 1,802 1,954 17,350 
Restructuring expenses916 922 1,339 3,177 
Acquisition related adjustments496 136 390 1,030 
Stock compensation— — — 13,822 
Segment adjusted EBITDA$151,932 $11,202 $39,819 $185,785 
Adjusted EBITDA % of net sales26.1 %6.4 %23.2 %20.0 %
 (1)  Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $20.0 million and $17.2 million for the three months ended March 29, 2025 and March 30, 2024, respectively.
  (2) Foreign exchange rates unfavorably impacted Segment Adjusted EBITDA by approximately $1.0 million for the three months ended March 29, 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 INFORMATION (UNAUDITED)
(Amounts in 000’s, Except Percentages)
Three Months Ended
1st Qtr, 20251st Qtr, 2024
$Diluted per share$Diluted per share
Net earnings$92,352 $1.69 $86,568 $1.59 
Amortization (1)
17,789 0.33 19,137 0.35 
Restructuring expenses2,729 0.05 3,177 0.06 
Acquisition related adjustments401 0.01 1,030 0.02 
Facility consolidation related expenses2,043 0.04 — — 
Net periodic pension benefit (other than service costs & curtailment)(1,497)(0.03)(3,678)(0.07)
Strategic Transaction Costs3,473 0.06 — — 
Income tax effect of pre-tax adjustments(5,985)(0.11)(4,838)(0.09)
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)
— 0.04 — 0.03 
Adjusted net earnings$111,305 $2.08 $101,396 $1.89 
Diluted weighted average number of shares54,621 54,394 
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)
(1,028)(737)
Adjusted diluted weighted average number of shares53,593 53,657 

(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.

Three Months Ended
1st Qtr, 20251st Qtr, 2024
Net Cash Flows Provided By (Used In):
Operating activities$141,134 $140,901 
Investing activities(34,837)(16,089)
Financing activities(57,091)(28,558)
Free Cash Flow
Cash flow from operating activities $141,134 $140,901 
Less: Capital expenditures(33,732)(13,743)
Free cash flow$107,402 $127,158 

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.

v3.25.1
DEI/Cover Page Document
May 07, 2025
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 DE
Document Type 8-K
Document Period End Date May 07, 2025
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 IL
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
Middleby (NASDAQ:MIDD)
Historical Stock Chart
From Jun 2025 to Jul 2025 Click Here for more Middleby Charts.
Middleby (NASDAQ:MIDD)
Historical Stock Chart
From Jul 2024 to Jul 2025 Click Here for more Middleby Charts.