0000769520false00007695202024-10-312024-10-31

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): October 31, 2024

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 October 31, 2024, The Middleby Corporation (the “Company”) issued a press release announcing its financial results for the third quarter ended September 28, 2024. 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*
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:
October 31, 2024
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 Third Quarter Results

•Net sales of $943 million
•Diluted earnings per share of $2.11 and adjusted net earnings per share of $2.33
•Operating income of $173 million and 18.4% of net sales
•Adjusted EBITDA of $213 million and organic adjusted EBITDA margin of 22.6%
•Operating cash flows of $157 million
•Net leverage reduced to 2.2x
•Completed the acquisition of Emery Thompson

Elgin, Ill, October 31, 2024 - 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 2024.

"Unfavorable macro-economic conditions continued in the third quarter and grew even more challenging in our commercial foodservice segment. Lower restaurant traffic and higher food costs in recent months have put pressure on the restaurant industry. This has resulted in a greater than expected delay in facility investments and in the permanent closure of locations. As we navigate the current environment and near-term revenue decline, we remain disciplined with strong levels of profitability and cash flow.

We have continued to resiliently execute on our strategic initiatives focused on the launch of industry leading product innovations and differentiated go-to market capabilities, which have us uniquely positioned and are confident will drive long-term profitable growth. The pipeline of opportunities with customers and new product innovations continues to build, while customer engagement remains at an all-time high. We anticipate the challenging current industry macro-conditions will improve in 2025 and will lead into a multi-year recovery favorably supporting growth at all three of our foodservice segments.” said Tim FitzGerald, CEO of The Middleby Corporation.

2024 Third Quarter Financial Results

•Net sales decreased 3.9% in the third quarter over the comparative prior year period. Excluding the impacts of acquisitions and foreign exchange rates, sales decreased 4.1% in the third 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(5.3)%(3.8)%1.7 %(3.9)%
Acquisitions— %0.1 %0.8 %0.2 %
Foreign Exchange Rates(0.1)%0.6 %0.2 %0.1 %
Organic Net Sales Growth (1) (2)
(5.3)%(4.5)%0.7 %(4.1)%
(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

•Operating income was $173.4 million in the third quarter compared to $174.4 million in the prior year period.

•Adjusted EBITDA (a non-GAAP measure) was $213.0 million in the third quarter compared to $225.1 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 EBITDA27.5 %12.0 %24.3 %22.6 %
Acquisitions— %— %(0.4)%(0.1)%
Foreign Exchange Rates0.1 %0.1 %0.1 %0.1 %
Organic Adjusted EBITDA (1) (2)
27.4 %11.9 %24.6 %22.6 %
(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 third quarter amounted to $156.7 million in comparison to $219.2 million in the prior year period. The total leverage ratio per our credit agreements was 2.2x. The trailing twelve month bank agreement pro-forma EBITDA was $863.3 million.

•Net debt, defined as debt excluding the unamortized discount associated with the Convertible Notes less cash, at the end of the 2024 fiscal third quarter amounted to $1.8 billion as compared to $2.2 billion at the end of fiscal 2023. Our borrowing availability at the end of the third quarter was approximately $2.8 billion.

Conference Call

The company has scheduled a conference call to discuss the third quarter results at 11 a.m. Eastern/10 a.m. Central Time on October 31. 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) 481-3012, or (412) 317-1878 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 EndedNine Months Ended
 3rd Qtr, 20243rd Qtr, 20233rd Qtr, 20243rd Qtr, 2023
Net sales$942,809 $980,651 $2,861,281 $3,028,029 
Cost of sales587,375 605,329 1,779,847 1,880,736 
Gross profit355,434 375,322 1,081,434 1,147,293 
Selling, general and administrative expenses179,476 196,433 584,108 615,361 
Restructuring expenses2,519 4,448 11,046 11,698 
Income from operations173,439 174,441 486,280 520,234 
Interest expense and deferred financing amortization, net21,399 31,080 72,239 92,071 
Net periodic pension benefit (other than service costs & curtailment)(3,876)(2,103)(11,244)(6,929)
Other expense (income), net1,239 1,072 995 2,642 
Earnings before income taxes154,677 144,392 424,290 432,450 
Provision for income taxes40,511 35,742 108,161 107,861 
Net earnings$114,166 $108,650 $316,129 $324,589 
Net earnings per share:  
Basic$2.12 $2.03 $5.88 $6.06 
Diluted$2.11 $2.01 $5.84 $5.99 
Weighted average number of shares  
Basic53,770 53,588 53,730 53,569 
Diluted54,037 54,157 54,168 54,192 






THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in 000’s)
(Unaudited)
Sep 28, 2024Dec 30, 2023
ASSETS  
Cash and cash equivalents$606,004 $247,496 
Accounts receivable, net614,976 644,576 
Inventories, net905,865 935,867 
Prepaid expenses and other134,364 112,690 
Prepaid taxes30,401 25,230 
Total current assets2,291,610 1,965,859 
Property, plant and equipment, net510,555 510,898 
Goodwill2,506,810 2,486,310 
Other intangibles, net1,650,962 1,693,076 
Long-term deferred tax assets6,915 7,945 
Pension benefits assets54,887 38,535 
Other assets179,342 204,069 
Total assets$7,201,081 $6,906,692 
LIABILITIES AND STOCKHOLDERS' EQUITY  
  
Current maturities of long-term debt$44,058 $44,822 
Accounts payable214,699 227,080 
Accrued expenses555,955 579,192 
Total current liabilities814,712 851,094 
Long-term debt2,361,252 2,380,373 
Long-term deferred tax liability241,107 216,143 
Accrued pension benefits11,665 12,128 
Other non-current liabilities179,404 197,065 
Stockholders' equity3,592,941 3,249,889 
Total liabilities and stockholders' equity$7,201,081 $6,906,692 



THE MIDDLEBY CORPORATION
NON-GAAP SEGMENT INFORMATION (UNAUDITED)
(Amounts in 000’s, Except Percentages)
Commercial FoodserviceResidential KitchenFood Processing
Total Company (1)
Three Months Ended September 28, 2024
Net sales$600,068 $173,218 $169,523 $942,809 
Segment Operating Income$146,088 $13,170 $37,497 $173,439 
Operating Income % of net sales24.3 %7.6 %22.1 %18.4 %
Depreciation7,115 3,906 2,504 13,975 
Amortization11,479 1,814 1,736 15,029 
Restructuring expenses1,247 1,115 157 2,519 
Acquisition related adjustments(957)219 (717)(1,455)
Facility consolidation related expenses— 510 — 510 
Charitable support to Ukraine— — — 286 
Stock compensation— — — 8,669 
Segment adjusted EBITDA (2)
$164,972 $20,734 $41,177 $212,972 
Adjusted EBITDA % of net sales27.5 %12.0 %24.3 %22.6 %
Three Months Ended September 30, 2023
Net sales$634,009 $179,975 $166,667 $980,651 
Segment Operating Income$158,582 $10,915 $37,472 $174,441 
Operating Income % of net sales25.0 %6.1 %22.5 %17.8 %
Depreciation6,957 3,304 1,924 12,588 
Amortization13,959 2,280 2,677 18,916 
Restructuring expenses636 2,873 939 4,448 
Acquisition related adjustments599 337 469 1,405 
Charitable support to Ukraine— — — 118 
Stock compensation— — — 13,175 
Segment adjusted EBITDA$180,733 $19,709 $43,481 $225,091 
Adjusted EBITDA % of net sales28.5 %11.0 %26.1 %23.0 %
 (1)  Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $13.9 million and $18.8 million for the three months ended September 28, 2024 and September 30, 2023, respectively.
  (2)  Foreign exchange rates favorably impacted Segment Adjusted EBITDA by approximately $0.7 million for the three months ended September 28, 2024.


THE MIDDLEBY CORPORATION
NON-GAAP SEGMENT INFORMATION (UNAUDITED)
(Amounts in 000’s, Except Percentages)
Commercial FoodserviceResidential KitchenFood Processing
Total Company (1)
Nine Months Ended September 28, 2024
Net sales$1,809,790 $539,881 $511,610 $2,861,281 
Segment Operating Income$429,459 $27,840 $110,333 $486,280 
Operating Income % of net sales23.7 %5.2 %21.6 %17.0 %
Depreciation21,043 11,680 6,811 40,829 
Amortization37,801 5,415 5,451 48,667 
Restructuring expenses4,850 3,990 2,206 11,046 
Acquisition related adjustments(271)(2)(2,523)(2,796)
Facility consolidation related expenses518 — 518 
Charitable support to Ukraine— — — 462 
Stock compensation— — — 30,139 
Segment adjusted EBITDA (2)
$492,882 $49,441 $122,278 $615,145 
Adjusted EBITDA % of net sales27.2 %9.2 %23.9 %21.5 %
Nine Months Ended September 30, 2023
Net sales$1,893,607 $605,504 $528,918 $3,028,029 
Segment Operating Income$452,113 $51,197 $111,483 $520,234 
Operating Income % of net sales23.9 %8.5 %21.1 %17.2 %
Depreciation20,134 10,070 5,910 37,088 
Amortization42,905 6,768 6,946 56,619 
Restructuring expenses2,658 8,184 856 11,698 
Acquisition related adjustments2,332 44 1,275 3,651 
Charitable support to Ukraine— — — 607 
Stock compensation— — — 35,305 
Segment adjusted EBITDA$520,142 $76,263 $126,470 $665,202 
Adjusted EBITDA % of net sales27.5 %12.6 %23.9 %22.0 %
 (1)  Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $49.5 million and $57.7 million for the nine months ended September 28, 2024 and September 30, 2023, respectively.
(2)  Foreign exchange rates favorably impacted Segment Adjusted EBITDA by $0.6 million for the nine months ended September 28, 2024.



THE MIDDLEBY CORPORATION
NON-GAAP INFORMATION (UNAUDITED)
(Amounts in 000’s, Except Percentages)
Three Months Ended
3rd Qtr, 20243rd Qtr, 2023
$Diluted per share$Diluted per share
Net earnings$114,166 $2.11 $108,650 $2.01 
Amortization (1)
16,805 0.31 20,693 0.38 
Restructuring expenses2,519 0.05 4,448 0.08 
Acquisition related adjustments(1,455)(0.03)1,405 0.03 
Facility consolidation related expenses510 0.01 — — 
Net periodic pension benefit (other than service costs & curtailment)(3,876)(0.07)(2,103)(0.04)
Charitable support to Ukraine286 0.01 118 — 
Income tax effect of pre-tax adjustments(3,875)(0.07)(6,091)(0.11)
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)
— 0.01 — 0.02 
Adjusted net earnings$125,080 $2.33 $127,120 $2.37 
Diluted weighted average number of shares54,037 54,157 
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)
(243)(550)
Adjusted diluted weighted average number of shares53,794 53,607 
Nine Months Ended
3rd Qtr, 20243rd Qtr, 2023
$Diluted per share$Diluted per share
Net earnings$316,129 $5.84 $324,589 $5.99 
Amortization (1)
54,008 1.00 61,970 1.14 
Restructuring expenses11,046 0.20 11,698 0.22 
Acquisition related adjustments(2,796)(0.05)3,651 0.07 
Facility consolidation related expenses518 0.01 — — 
Net periodic pension benefit (other than service costs & curtailment)(11,244)(0.21)(6,929)(0.13)
Charitable support to Ukraine462 0.01 607 0.01 
Income tax effect of pre-tax adjustments(13,258)(0.24)(17,678)(0.33)
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)
— 0.04 — 0.08 
Adjusted net earnings$354,865 $6.60 $377,908 $7.05 
Diluted weighted average number of shares54,168 54,192 
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)
(427)(614)
Adjusted diluted weighted average number of shares53,741 53,578 

(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
Nine Months Ended
3rd Qtr, 20243rd Qtr, 20233rd Qtr, 20243rd Qtr, 2023
Net Cash Flows Provided By (Used In):
Operating activities$156,665 $219,153 $447,082 $373,103 
Investing activities(13,682)(53,958)(43,999)(139,224)
Financing activities(3,114)(150,533)(45,789)(225,768)
Free Cash Flow
Cash flow from operating activities $156,665 $219,153 $447,082 $373,103 
Less: Capital expenditures(11,489)(21,330)(36,169)(69,645)
Free cash flow$145,176 $197,823 $410,913 $303,458 

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, non-GAAP adjusted segment EBITDA, 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 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.

v3.24.3
DEI/Cover Page Document
Oct. 31, 2024
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 Oct. 31, 2024
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
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